UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2017September 30, 2022

 

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period fromto

 

Commission File Number: 333-218991001-38474

 

Jerash Holdings (US), Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 81-4701719

(State or other jurisdiction of


incorporation or organization)

 (I.R.S. Employer
Identification No.)

 

Jerash Holdings (US), Inc.277 Fairfield Road, Suite 338

147 W. 35th Street, Room #1603

Fairfield, New York, New York 10001Jersey 07004

(Address of principal executive offices) (Zip Code)

 

(201) 285-7973

(Registrant’s telephone number, including area code)

 

(212) 575-9085Securities registered pursuant to Section 12(b) of the Act:

 

Title of each ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareJRSHThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant:registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer¨Accelerated filer¨
Non-accelerated filer¨  (Do not check if a smaller reporting company)Smaller reporting companyx
  Emerging growth companyx

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

As of February 9, 2018,November 10, 2022, there were outstanding 9,895,00012,429,492 shares of common stock, par value $0.001 per share.share, outstanding.

 

 

 

 

 

 

Jerash Holdings (US), Inc.

 

Form 10-Q

 

For the Third Quarter and Nine MonthsQuarterly Period Ended December 31, 2017September 30, 2022

 

Contents

 

Part IFinancial InformationFinancial Information1
   
Item 1Financial StatementsCondensed Consolidated Financial Statements (unaudited)1
   
 Condensed Consolidated Balance Sheets as of December 31, 2017September 30, 2022 and March 31, 201720221
 

Condensed Consolidated Statements of Income and  Comprehensive Income for the Three and NineSix Months Ended December 31, 2017September 30, 2022 and 20162021

2
 

Condensed Consolidated Statements of Changes in Equity for the NineThree and Six Months Ended December 31, 2017September 30, 2022 and 20162021

3
 

Condensed Consolidated Statements of Cash Flows for the NineSix Months Ended December 31, 2017September 30, 2022 and 20162021

4
Notes to Condensed Consolidated Financial Statements5
   
Notes to Condensed Consolidated Financial Statements6
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations2021
   
Item 43Quantitative and Qualitative Disclosures about Market RiskControls and Procedures2930
   
Item 4Part IIControls and ProceduresOther Information2930
   
Part IIItem 1Other InformationLegal Proceedings2931
   
Item 1.A1Legal ProceedingsRisk Factors2931
   
Item 1ARisk Factors31
Item 2Unregistered Sales of Equity Securities and Use of Proceeds4031
Item 3Defaults Upon Senior Securities31
Item 4Mine Safety Disclosures31
Item 5Other Information31
Item 6Exhibits32
   
Item 6SignatureExhibits41
Signature4333

 

i

 

JERASH HOLDINGS (US), INC.

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

JERASH HOLDINGS (US), INC.,

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

  September 30,
2022
  March 31,
2022
 
  (Unaudited)    
       
ASSETS      
Current Assets:      
Cash $23,013,797  $25,176,120 
Accounts receivable, net  4,030,082   11,049,069 
Tax recoverable  20,524   374,377 
Inventories  36,426,607   28,255,179 
Prepaid expenses and other current assets  2,896,886   3,233,592 
Investment deposits  -   500,000 
Advance to suppliers, net  2,271,202   1,284,601 
Total Current Assets  68,659,098   69,872,938 
         
Restricted cash - non-current  1,437,339   1,407,368 
Long-term deposits  302,941   419,597 
Deferred tax assets, net  352,590   352,590 
Property, plant and equipment, net  20,815,727   10,933,147 
Goodwill  499,282   499,282 
Right of use assets, net  1,304,530   1,826,062 
Total Assets $93,371,507  $85,310,984 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current Liabilities:        
Credit facilities $1,106,130  $- 
Accounts payable  10,536,911   4,840,225 
Accrued expenses  3,795,540   3,115,953 
Income tax payable - current  3,019,804   2,861,272 
Other payables  1,528,980   2,278,816 
Deferred revenue  465,405   - 
Amount due to a related party  -   300,166 
Operating lease liabilities - current  685,297   739,101 
Total Current Liabilities  21,138,067   14,135,533 
         
Operating lease liabilities - non-current  494,831   869,313 
Income tax payable - non-current  751,410   1,001,880 
Total Liabilities  22,384,308   16,006,726 
         
Commitments and Contingencies        
         
Stockholders’ Equity        
Preferred stock, $0.001 par value; 500,000 shares authorized; none issued and outstanding $-  $- 
Common stock, $0.001 par value; 30,000,000 shares authorized; 12,534,318 and 12,334,318 shares issued; 12,429,492 and 12,334,318 outstanding as of September 30, 2022, and March 31, 2022, respectively  12,534   12,334 
Additional paid-in capital  22,811,968   22,517,346 
Treasury stock, cost base (104,826 shares held as of September 30, 2022, and no share held as of March 31, 2022, respectively)  (547,713)  - 
Statutory reserve  379,323   379,323 
Retained earnings  48,537,812   46,268,110 
Accumulated other comprehensive (loss) income  (206,725)  127,145 
Total Jerash Holdings (US), Inc.’s Stockholders’ Equity  70,987,199   69,304,258 
         
Total Liabilities and Stockholders’ Equity $93,371,507  $85,310,984 

 

  December 31,  March 31, 
  2017  2017 
       
ASSETS        
Current Assets:        
Cash $14,345,454  $3,654,373 
Accounts receivable  6,755,128   2,776,314 
Accounts receivable - related party  90,751   2,343,892 
Other receivable - related party  -   336,746 
Due from shareholders  -   692,500 
Inventories  6,721,888   19,151,609 
Advance to suppliers  3,363,783   - 
Prepaid expenses and other current assets  1,206,103   1,303,230 
Total Current Assets  32,483,107   30,258,664 
         
Restricted cash  3,472,374   478,388 
Property, plant and equipment, net  2,988,418   3,160,242 
Total Assets $38,943,899  $33,897,294 
         
LIABILITIES AND  EQUITY        
         
Current Liabilities:        
Credit facilities $947,655  $- 
Accounts payable  1,472,041   10,253,053 
Accrued expenses  534,148   464,476 
Other payables  962,531   1,161,975 
Total Current Liabilities  3,916,375   11,879,504 
         
Total  Liabilities  3,916,375   11,879,504 
         
Commitments and Contingencies        
         
Equity        
Preferred stock, $0.001 par value; 500,000 shares authorized; none issued and outstanding  -   - 
Common stock, $0.001 par value; 15,000,000 shares authorized; 9,895,000 shares and 8,787,500 shares issued and outstanding as of December 31, 2017 and March 31, 2017.  9,895   8,788 
Additional paid-in capital  2,742,158   1,091,212 
Statutory reserve  71,699   71,699 
Retained earnings  31,928,688   20,537,889 
Accumulated other comprehensive loss  (38,378)  (8,395)
Total Shareholder's Equity  34,714,062   21,701,193 
         
Noncontrolling interest  313,462   316,597 
Total Equity  35,027,524   22,017,790 
         
Total Liabilities and Equity $38,943,899  $33,897,294 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


JERASH HOLDINGS (US), INC.,

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

 

  For the Three Months Ended
December 31,
  For the Nine Months Ended
December 31,
 
  2017  2016  2017  2016 
             
Revenue, net from related party $-  $-  $-  $23,350,919 
Revenue, net from third parties  11,543,763   12,615,762   60,443,400   26,517,719 
Revenue, net  11,543,763   12,615,762   60,443,400   49,868,638 
Cost of goods sold  7,791,407   8,873,825   44,623,660   38,672,902 
Gross Profit  3,752,356   3,741,937   15,819,740   11,195,736 
                 
Selling, general and administrative expenses  1,557,449   1,347,946   4,433,102   3,294,057 
Total Operating Expenses  1,557,449   1,347,946   4,433,102   3,294,057 
                 
Income from Operations  2,194,907   2,393,991   11,386,638   7,901,679 
                 
Other Expense (Income):                
Other expense (income), net  (12,244)  4,032   (1,316)  28,463 
Total other expense (income), net  (12,244)  4,032   (1,316)  28,463 
                 
Net Income  2,207,151   2,389,959   11,387,954   7,873,216 
                 
Net loss attributable to noncontrolling interest  26   8,929   2,845   32,016 
Net income attributable to Jerash Holdings (US), Inc.'s Common Shareholders $2,207,177  $2,398,888  $11,390,799  $7,905,232 
                 
Net Income $2,207,151  $2,389,959  $11,387,954  $7,873,216 
Other Comprehensive Income (Loss):                
Foreign currency translation loss  (53,817)  (14,659)  (30,273)  (54,065)
Total Comprehensive Income  2,153,334   2,375,300   11,357,681   7,819,151 
Comprehensive loss attributable to noncontrolling interest  515   9,846   3,135   33,746 
Comprehensive Income Attributable to Jerash Holdings (US), Inc.'s Common Shareholders $2,153,849  $2,385,146  $11,360,816  $7,852,897 
                 
Earnings Per Share Attributable to Common Shareholders:                
Basic and diluted $0.23  $0.27  $1.18  $0.90 
                 
Weighted Average Number of Shares:                
Basic and diluted  9,683,500   8,787,500   9,683,500   8,787,500 
  

For the Three Months
Ended

September 30,

  For the Six Months Ended
September 30,
 
  2022  2021  2022  2021 
             
Revenue, net $37,825,695  $45,711,166  $71,262,256  $75,599,858 
Cost of goods sold  30,907,908   35,606,587   57,722,102   59,864,337 
Gross Profit  6,917,787   10,104,579   13,540,154   15,735,521 
                 
Selling, general, and administrative expenses  4,308,084   4,177,204   8,326,782   7,462,779 
Stock-based compensation expenses  -   315,296   294,822   315,813 
Total Operating Expenses  4,308,084   4,492,500   8,621,604   7,778,592 
                 
Income from Operations  2,609,703   5,612,079   4,918,550   7,956,929 
                 
Other Income (Expenses):                
Interest expenses  (163,595)  (45,762)  (251,437)  (74,401)
Other income (expenses), net  57,807   (74,557)  118,049   (38,276)
Total other income (expenses), net  (105,788)  (120,319)  (133,388)  (112,677)
                 
Net income before provision for income taxes  2,503,915   5,491,760   4,785,162   7,844,252 
                 
Income tax expenses  712,163   1,050,330   1,272,028   1,468,139 
                 
Net Income  1,791,752   4,441,430   3,513,134   6,376,113 
                 
Other Comprehensive Income:                
Foreign currency translation (loss) income  (216,210)  (263)  (333,870)  79,725 
Comprehensive Income Attributable to Jerash Holdings (US), Inc.’s Common Stockholders $1,575,542  $4,441,167  $3,179,264  $6,455,838 
                 
Earnings Per Share Attributable to Common Stockholders:                
Basic and diluted $0.14  $0.39  $0.28  $0.56 
                 
Weighted Average Number of Shares                
Basic  12,498,431   11,334,318   12,416,823   11,333,907 
Diluted  12,498,431   11,512,533   12,485,512   11,403,931 
                 
Dividend per share $0.05  $0.05  $0.10  $0.10 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


JERASH HOLDINGS (US), INC.,

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

  Preferred Stock  Common Stock  Additional
Paid-in
  Treasury  Statutory  Retained  Accumulated
Other
Comprehensive
  Total 
  Shares  Amount  Shares  Amount  Capital  Stock  Reserve  Earnings  Income (Loss)  Equity 
Balance at March 31, 2021  -  $-   11,332,974  $11,333  $15,301,268  $-  $346,315  $40,748,314  $(15,901) $56,391,329 
                                         
Stock-based compensation expense for the restricted stock units under stock incentive plan  -   -   -   -   315,813   -   -   -   -   315,813 
Cashless exercise of warrants  -   -   1,344   1   (1)  -   -   -   -   - 
Net income  -   -   -   -   -   -   -   6,376,113   -   6,376,113 
Dividend payments  -   -   -   -   -   -   -   (1,133,365)  -   (1,133,365)
Foreign currency translation gain  -   -   -   -   -   -   -   -   79,725   79,725 
                                         
Balance at September 30, 2021 (unaudited)  -  $-   11,334,318  $11,334  $15,617,080  $-  $346,315  $45,991,062  $63,824  $62,029,615 
                                         
Balance at March 31, 2022  -  $-   12,334,318  $12,334  $22,517,346  $-  $379,323  $46,268,110  $127,145  $69,304,258 
                                         
Stock-based compensation expense for the restricted stock units issued under stock incentive plan  -   -   -   -   294,822   -   -   -   -   294,822 
Issuance of common stocks upon vesting of restricted stock units  -   -   200,000   200   (200)  -   -   -   -   - 
Shares repurchase  -   -   -   -   -   (547,713)  -   -   -   (547,713)
Net income  -   -   -   -   -   -   -   3,513,134   -   3,513,134 
Dividend payments  -   -   -   -   -   -   -   (1,243,432)  -   (1,243,432)
Foreign currency translation loss  -   -   -   -   -   -   -   -   (333,870)  (333,870)
                                         
Balance at September 30, 2022 (unaudited)  -  $-   12,534,318  $12,534  $22,811,968  $(547,713) $379,323  $48,537,812  $(206,725) $70,987,199 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

  Preferred Stock    Common Stock  Additional
Paid-in
  Treasury  Statutory  

Retained

  Accumulated
Other
Comprehensive
  Total 
  Shares  Amount  Shares  Amount  Capital  Stock  Reserve  Earnings  Income (Loss)  Equity 
Balance at June 30, 2021 (unaudited)       -  $         -   11,334,318  $11,334  $15,301,784  $-  $346,315  $42,116,348  $64,087  $57,839,868 
Stock-based compensation expense for the restricted stock units  issued under stock incentive plan  -   -   -   -   315,296   -   -   -   -   315,296 
Net income  -   -   -   -   -   -   -   4,441,430   -   4,441,430 
Dividend payment  -   -   -   -   -   -   -   (566,716)  -   (566,716)
Foreign currency translation loss  -   -   -   -   -   -   -   -   (263)  (263)
                                         
Balance at September 30, 2021 (unaudited)  -  $-   11,334,318  $11,334  $15,617,080  $-  $346,315  $45,991,062  $63,824  $62,029,615 
                                         
Balance at June 30, 2022 (unaudited)  -  $-   12,534,318  $12,534  $22,811,968  $-  $379,323  $47,372,776  $9,485  $70,586,086 
                                         
Shares repurchase  -   -   -   -   -   (547,713)  -   -   -   (547,713)
Net income  -   -   -   -   -   -   -   1,791,752   -   1,791,752 
Dividend payment  -   -   -   -   -   -   -   (626,716)  -   (626,716)
Foreign currency translation loss  -   -   -   -   -   -   -   -   (216,210)  (216,210)
                                         
Balance at September 30, 2022 (unaudited)  -  $-   12,534,318  $12,534  $22,811,968  $(547,713) $379,323  $48,537,812  $(206,725) $70,987,199 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


JERASH HOLDINGS (US), INC.,

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYCASH FLOWS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2017 AND 2016(UNAUDITED)

(UNAUDITED)

 

  Preferred Stock  Common Stock  Additional
Paid-in
  Statutory  Retained  Accumulated
Other
Comprehensive
  Noncontrolling  Total 
  Shares  Amount  Shares  Amount  Capital  Reserve  Earnings  Loss  Interest  Equity 
Balance at March 31, 2017  -  $-   8,787,500  $8,788  $1,091,212  $71,699  $20,537,889  $(8,395) $316,597  $22,017,790 
                                         
Reverse recapitalization  -   -   712,500   712   288   -   -   -   -   1,000 
Private placement - common stock and warrants issued, net of stock issuance costs of $444,475  -   -   395,000   395   1,534,080   -   -   -   -   1,534,475 
Stock-based compensation expense for the warrant issued to the board observer  -   -   -   -   116,578   -   -   -   -   116,578 
Net income (loss)  -   -   -   -   -   -   11,390,799   -   (2,845)  11,387,954 
Foreign currency translation loss  -   -   -   -   -   -   -   (29,983)  (290)  (30,273)
                                         
Balance at December 31, 2017 (unaudited)  -  $-   9,895,000  $9,895  $2,742,158  $71,699  $31,928,688  $(38,378) $313,462  $35,027,524 
                                         
Balance at March 31, 2016  -  $-   8,787,500  $8,788  $1,091,212  $71,699  $15,153,000  $30,686  $362,102  $16,717,487 
                                         
Net income (loss)  -   -   -   -   -   -   7,905,232   -   (32,016)  7,873,216 
Dividend Distribution                          (5,307,500)          (5,307,500)
Foreign currency translation loss  -   -   -   -   -   -   -   (52,335)  (1,730)  (54,065)
                                         
Balance at December 31, 2016 (unaudited)  -  $-   8,787,500  $8,788  $1,091,212  $71,699  $17,750,732  $(21,649) $328,356  $19,229,138 
  For the Six Months Ended
September 30,
 
  2022  2021 
CASH FLOWS FROM OPERATING ACTIVITIES      
Net Income $3,513,134  $6,376,113 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization  1,184,940   880,135 
Stock-based compensation expenses  294,822   315,813 
Amortization of operating lease right-of-use assets  548,849   356,030 
Changes in operating assets:        
Accounts receivable  7,018,987   (1,382,857)
Inventories  (8,171,427)  4,475,694 
Prepaid expenses and other current assets  336,710   (504,673)
Advance to suppliers  (986,600)  1,149,836 
Changes in operating liabilities:        
Accounts payable  5,696,686   (3,387,584)
Accrued expenses  679,586   1,127,297 
Other payables  (749,837)  (378,957)
Deferred revenue  465,405   1,474,932 
Operating lease liabilities  (455,604)  (241,107)
Income tax payable, net of recovery  262,106   (37,442)
Net cash provided by operating activities  9,637,757   10,223,230 
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchases of property, plant and equipment  (7,679,600)  (1,606,419)
Payments for construction of properties  (2,641,614)  - 
Acquisition deposit  -   (3,200,000)
Payment for long-term deposits  (129,650)  (268,255)
Net cash used in investing activities  (10,450,864)  (5,074,674)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Dividend payments  (1,243,432)  (1,133,365)
Shares repurchase  (547,713)  - 
Repayments from short-term loan  (901,055)  (612,703)
Repayment to a related party  (300,166)  - 
Proceeds from short-term loan  2,007,185   - 
Net cash used in financing activities  (985,181)  (1,746,068)
         
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND RESTRICTED CASH  (334,064)  79,625 
         
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH  (2,132,352)  3,482,113 
         
CASH, AND RESTRICTED CASH, BEGINNING OF THE PERIOD  26,583,488   22,860,463 
         
CASH, AND RESTRICTED CASH, END OF THE PERIOD $24,451,136  $26,342,576 
         
CASH, AND RESTRICTED CASH, END OF THE PERIOD  24,451,136   26,342,576 
LESS: NON-CURRENT RESTRICTED CASH  1,437,339   1,301,588 
CASH, END OF THE PERIOD $23,013,797  $25,040,988 
         
Supplemental disclosure information:        
Cash paid for interest $251,437  $74,401 
Income tax paid $1,096,934  $1,512,215 
         
Non-cash financing activities        
Equipment obtained by utilizing long-term deposit $1,111,043  $321,955 
Right of use assets obtained in exchange for operating lease obligations $68,932  $353,611 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


JERASH HOLDINGS (US), INC.,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  For the Nine Months Ended December 31, 
  2017  2016 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net income $11,387,954  $7,873,216 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:        
Depreciation and amortization  899,277   1,034,414 
Stock-based compensation expense  116,578   - 
Changes in operating assets:        
Accounts receivable  (3,983,634)  (9,020,668)
Accounts receivable - related party  2,252,257   - 
Inventories  12,419,117   8,063,746 
Advance to suppliers  (3,604,797)  - 
Prepaid expenses and other current assets  95,979  (113,561)
Changes in operating liabilities:        
Accounts payable  (8,776,539)  5,298,243 
Accounts payable - related parties  -   (5,852,302)
Accrued expenses  70,138   (22,793)
Due to related parties  -   (344,696)
Other payables  (198,487)  (370,503)
Net cash provided by operating activities  10,677,843   6,545,096 
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchases of property, plant and equipment  (730,269)  (373,055)
Other receivable - related party  336,746   - 
Net cash used in investing activities  (393,523)  (373,055)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
    Dividend distribution      (5,307,500)
Proceeds from short-term loan  948,193   - 
Due from shareholders  692,500   (692,500)
Change in restricted cash  (2,996,128)  - 
Net proceeds from private placement  1,772,845   - 
Net cash provided by (used in) investing activities  417,410   (6,000,000)
         
EFFECT OF EXCHANGE RATE CHANGES ON CASH  (10,649)  11,041 
         
NET INCREASE IN CASH  10,691,081   183,082 
         
CASH, BEGINNING OF THE PERIOD  3,654,373   2,823,974 
         
CASH, END OF THE PERIOD $14,345,454  $3,007,056 
         
Non-cash financing activities        
Warrants issued to placement agent in connection with the private placement $161,926  $- 
Prepaid stock issuance cost netted with proceeds from private placement $239,105  $- 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INC

4

 

JERASH HOLDINGS (US), INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Jerash Holdings (US), Inc. (“Jerash Holdings”) is a corporation establishedwas incorporated under the laws of the State of Delaware on January 20, 2016. Jerash Holdings is a parent holding company with no operations. Jerash Holdings and its subsidiaries are herein collectively referred to as the “Company.”

 

Global Trend Investment Limited (“GTI”) was a limited company that was incorporated in the British Virgin Islands (“BVI”) on July 5, 2000, and was owned by two individuals and a BVI corporation, Merlotte Enterprise Limited, which was wholly owned by the Chairman of the Board of GTI and Jerash Garments and Fashions Manufacturing Company Limited (“Jerash Garments”). Previously, GTI was wholly-owned by Wealth Choice Limited (“WCL”), a BVI corporation, and the Chairman of the Board of Jerash Garments is also one of the beneficial owners of WCL and its subsidiaries. In September 2016, WCL transferred its ownership in GTI and its subsidiaries to Merlotte Enterprise Limited and an individual shareholder, and in October 2016, the individual shareholder transferred approximately 22% of its shares to another individual shareholder.

Jerash Garments is a wholly owned subsidiary of Jerash Holdings and was the wholly owned subsidiary of GTI prior to the Merger described below. Jerash Garments was established in Amman, the Hashemite Kingdom of Jordan (“Jordan”), as a limited liability company on November 26, 2000 with a declared capital of 50,000150,000 Jordanian Dinar (“JOD”) (approximately US $70,500)US$212,000).

 

Jerash for Industrial Embroidery Company (“Jerash Embroidery”) and Chinese Garments and Fashions Manufacturing Company Limited (“Chinese Garments”) were both incorporatedestablished in Amman, Jordan, as limited liability companies on March 11, 2013 and June 13, 2013, respectively, each with a declared capital of JOD 50,000 each.JOD50,000. Jerash Embroidery and Chinese Garments were initially established under the name of Jerash Garments’ nominated agent but were in fact controlled and fully funded by Jerash Garments. On January 1, 2015, the nominated agent entered into an equity transfer agreement with Jerash Garments, in which the nominated agent agreed to transfer 100% ownership interests of Jerash Embroidery and Chinese Garments to Jerash Garments (the “Equity Transfer”). Subsequent to the Equity Transfer, Jerash Embroidery and Chinese Garments becameare wholly owned subsidiaries of Jerash Garments. Jerash Garments, Jerash Embroidery and Chinese Garments were effectively controlled by the same controlling shareholders before and after the Equity Transfer. Thus, this transaction is considered a reorganization of entities under common control. The consolidations of Jerash Embroidery and Chinese Garments have been accounted for at their carrying amounts as of the beginning of the first period presented in the accompanying consolidated financial statements.

 

Victory Apparel (Jordan)Al-Mutafaweq Co. for Garments Manufacturing Company LimitedLtd. (“Victory Apparel”Paramount”) is a contract garment manufacturer that was incorporatedestablished in Amman, Jordan, as a limited liability company on October 24, 2004 with a declared capital of JOD100,000. On December 11, 2018, Jerash Garments and the sole shareholder of Paramount entered into an agreement pursuant to which Jerash Garments acquired all of the outstanding shares of stock of Paramount. Jerash Garments assumed ownership of all of the machinery and equipment owned by Paramount. Paramount had no other significant assets or liabilities and no operating activities or employees at the time of this acquisition, so this transaction was accounted for as an asset acquisition. As of June 18, 2019, Paramount became a subsidiary of Jerash Garments.

Jerash The First for Medical Supplies Manufacturing Company Limited (“Jerash The First”) was established in Amman, Jordan, as limited liability company on September 18, 2005July 6, 2020, with declareda registered capital of JOD 50,000, asJOD150,000. Jerash The First is engaged in the production of medical supplies in Jordan and is a wholly owned subsidiary of WCL.Jerash Garments.

Mustafa and Kamal Ashraf Trading Company (Jordan) for the Manufacture of Ready-Make Clothes LLC (“MK Garments”) is a garment manufacturer that was established in Amman, Jordan, as a limited liability company on January 23, 2003 with a declared capital of JOD100,000. On June 24, 2021, Jerash Garments isand the sole usershareholder of MK Garments entered into an agreement, pursuant to which Jerash Garments acquired all of the outstanding stock of MK Garments. As of October 7 2021, MK Garments became a subsidiary of Jerash Garments.

Kawkab Venus Dowalyah Lisenaet Albesah (“Kawkab Venus”) was established in Amman, Jordan, as a limited liability company on January 15, 2015 with a declared capital of JOD50,000. It holds land building and equipment being held by Victory Apparel and had a lease agreement with Victory Apparel relatedfactory premises, which are leased to the use of these assets before GTI and its subsidiaries were acquired by WCL in March 2012. The land and building were not registered in Victory Apparel’s name, andMK Garments. On July 14, 2021, Jerash Garments continuedand the sole shareholder of Kawkab Venus entered into an agreement, pursuant to holdwhich Jerash Garments acquired all of the outstanding stock of Kawkab Venus. Apart from the land and building in its name in trust for Victory Apparel. The declaration of trust was never registered with the Land Registry of Jordan, and on June 30, 2016, Victory Apparel and Jerash Garments dissolved the sale agreement, resulting in the property and equipment being owned free and clear by Jerash Garments. Victory Apparel hasfactory premises, Kawkab had no other operatingsignificant assets or liabilities and no operation activities or employees at the time of its own and WCL intends to dissolveacquisition, so the entity.acquisition was accounted for an asset acquisition. As of August 21, 2022, Kawkab Venus became a subsidiary of Jerash Garments.

 

Although Jerash Garments does not own the equity interest of Victory Apparel, our president, director and significant shareholder, Mr. Choi, is also a director of Victory Apparel and controls all decision-making for Victory Apparel along with our other significant shareholder, Mr. Lee Kian Tjiauw, who has the ability to control Victory Apparel’s financial affairs. In addition, Victory Apparel's equity at risk is not sufficient to permit it to operate without additional subordinated financial support from Mr. Choi. Based on these facts, we concluded that Jerash Garments has effective control over Victory Apparel due to Mr. Choi’s roles at both organizations, and therefore, Victory Apparel is considered a Variable Interest Entity (“VIE”) under Accounting Standards Codification (“ASC”) 810-10-05-08A. Accordingly, Jerash Garments consolidates Victory Apparel’s operating results, assets and liabilities.


Treasure Success International Limited (“Treasure Success”) was incorporatedorganized on July 5, 2016 in Hong Kong, the People’s Republic of China whose 100% equity interest was registered under the name of the Chairman of the Board of Jerash Garments, with(“China”), as a limited liability company for the primary purpose to employof employing staff from China to support Jerash Garments' operations.Garments’ operations and is a wholly-owned subsidiary of Jerash Holdings.

Ever Winland Limited (“Ever Winland”) was organized in Hong Kong, China, as a limited liability company. It holds office premises, which are leased to Treasure Success. On October 31, 2016,June 22, 2022, Treasure Success and the Chairmanshareholders of Ever Winland entered into an agreement, pursuant to which Treasure Success acquired all of the Boardoutstanding stock of Jerash Garments transferred his 100% equity interest inEver Winland. Apart from the office premises used by Treasure Success, to GTI. Treasure Success was inactive until October 2016. Treasure Success was consolidated as a VIE before October 31, 2016. The transferEver Winland had no other significant assets or liabilities and no operating activities or employees at the time of this acquisition, so this transaction was accounted for as an asset acquisition. As of August 29, 2022, Ever Winland became a transfer between entities under common control.subsidiary of Treasure Success.

 

On May 11, 2017,Jiangmen Treasure Success Business Consultancy Company Limited (“Jiangmen Treasure Success”) was organized on August 28, 2019 under the shareholderslaws of GTI contributedChina in Guangzhou City of Guangdong Province in China with a total registered capital of 15 million Hong Kong Dollars (“HKD”) (approximately $1.9 million) to provide support in sales and marketing, sample development, merchandising, procurement, and other areas. Treasure Success owns 100% of their outstanding capital stockthe equity interests in GTI to Jiangmen Treasure Success.

Jerash HoldingsSupplies, LLC (“Jerash Supplies”) was formed under the laws of the State of Delaware on November 20, 2020. Jerash Supplies is engaged in exchange for an aggregatethe trading of 8,787,500 shares of common stockpersonal protective equipment products and is a wholly owned subsidiary of Jerash Holdings. Immediately prior to this transaction, Jerash Holdings had 712,500 shares of common stock outstanding with a par value of $0.001 per share. Immediately following this transaction, GTI merged with and into Jerash Holdings, with Jerash Holdings being the surviving entity, as a result of which Jerash Holdings became the direct parent of GTI’s wholly owned subsidiaries, Jerash Garments, including its wholly owned subsidiaries, and Treasure Success. The transactions described above are collectively referred to as the “Merger.”

 

The Merger was accounted for as a reverse recapitalization. Under reverse capitalization accounting, GTI is recognized as the accounting acquirer, and Jerash Holdings is the legal acquirer or accounting acquiree. As such, following the Merger, the historical financial statements of GTI and its subsidiaries are treated as the historical financial statements of the combined company.

Consequently, the consolidated financial statements of Jerash Holdings reflect the operations of the accounting acquirer and a recapitalization of the equity of the accounting acquirer.

Jerash Holdings, its subsidiaries and VIE (herein collectively referred to as the “Company”) are engaged in manufacturing customized ready-made outerwear from knitted fabric and exporting produced apparel for large brand-name retailers. The Company is diversifying its rangeengaged primarily in the manufacturing and exporting of products to include additional pieces such as trouserscustomized, ready-made sportwear and urban styling outerwear and different types of natural and synthetic materials. The Company is also expandingpersonal protective equipment (“PPE”) produced in its workforcefacilities in Jordan with workers fromand sold in the United States, Jordan, and other countries, including Bangladesh, Sri Lanka, India, Myanmar and Nepal.countries. 


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentationPresentation and Principles of Consolidation

 

The accompanyingCompany’s unaudited condensed consolidated financial statements of the Company have beenare prepared and presented in accordance with generally accepted accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuantthe instructions to the rulesForm 10-Q and regulationsArticle 8 of Regulation S-X. Accordingly, they do not include all of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normallynotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in annualthe Company’s unaudited condensed consolidated financial statements prepared in accordance withstatements. The consolidated balance sheet as of March 31, 2022 has been derived from the audited consolidated balance sheet at that date but does not include all of the information and footnotes required by U.S. GAAP have been omitted pursuant to those rules and regulations. The unaudited interimfor complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017, included2022, as filed with the Company’s prospectus dated October 27, 2017 (File No. 333-218991)U.S. Securities and Exchange Commission (the “SEC”).

 

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company's financial position as of December 31, 2017, its results of operations and its cash flows for the nine months ended December 31, 2017 and 2016, as applicable, have been made. The unaudited interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the financial statements of Jerash Holdings, and its subsidiaries and VIEs.subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

 

In accordance with accounting standards regarding consolidation of variable interest entities, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.


As described in Note 1, management of the Company has concluded that Victory Apparel is a VIE, and that Jerash Garments is considered the primary beneficiary because Mr. Choi, our president, director and significant shareholder, absorbs the risks and rewards of Victory Apparel; therefore, we consolidate Victory Apparel for financial reporting purposes. Noncontrolling interests result from the consolidation of Victory Apparel, which is 100% owned by WCL.

The following table sets forth the carrying amounts of the assets and liabilities of the VIE, Victory Apparel, which was included in the Company’s consolidated balance sheets:

  December 31, 2017  March 31,  2017 
Current assets $2,069  $2,096 
Intercompany receivables*  311,393   321,317 
Total assets  313,462   323,413 
         
Third party current liabilities  -   (6,815)
Total liabilities  -   (6,815)
Net assets $313,462  $316,598 

* Receivables from Jerash Garments are eliminated upon consolidation.

Victory Apparel did not generate any income but incurred certain expenses for each of the nine-month periods ended December 31, 2017 and 2016. The loss was $26 and $8,929 for the three months ended December 31, 2017 and 2016, respectively. The loss was $2,845 and $32,016 for the nine months ended December 31, 2017 and 2016, respectively.

Use of Estimates

 

The preparation of the unaudited condensed consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenuesrevenue and expenses during the reporting period. The Company’s most significant estimates include allowance for doubtful accounts, valuation of inventory reserve, and useful lives of buildings and other property.property, and the measurement of stock-based compensation expenses. Actual results could differ from these estimates.

 

Cash

 

The Company’s cash consists of cash on hand and cash deposited in financial institutions. The Company considers all highly liquid investment instruments with an original maturity of three months or less from the original date of purchase to be cash equivalents. As of December 31, 2017September 30, 2022 and March 31, 2017,2022, the Company had no cash equivalents.

 

Restricted Cash

 

Restricted cash consists of cash used as security deposits to obtain credit facilities of the Company from a bank and to secure customcustoms clearance under the requirements of local regulations. The Company is required to keep certain amounts on deposit that are subject to withdrawal restrictions. These security deposits at the bank are refundable only when the bank facilities are terminated. The restricted cash is classified as a non-currentcurrent asset sinceif the Company has no intentionintends to terminate these bank facilities within one year.year, and as a non-current asset if otherwise.


Accounts Receivable, Net

 

Accounts receivable are recognized and carried at the original invoiced amount less an estimated allowance for uncollectible accounts. The Company usually grants creditextended payment terms to customers with good credit standing for a maximum of 90 days and determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management'smanagement’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of income and comprehensive income. Actual amounts received may differ from management'smanagement’s estimate of credit worthiness and the economic environment. Delinquent account balances are written off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. No allowance was considered necessary as of December 31, 2017 and March 31, 2017.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. Inventories include cost of raw materials, freight, direct labor and related production overhead. The cost of inventories is determined using the First in, First-out (“FIFO”) method. The Company periodically reviews its inventories for excess or slow-moving items and makes provisions as necessary to properly reflect inventory value.

 


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advance to Suppliers, Net

Advance to suppliers consists of balances paid to suppliers for services or materials purchased that have not been provided or received. Advance to suppliers for services and materials is short-term in nature. Advance to suppliers is reviewed periodically to determine whether its carrying value has become impaired. The Company considers the assets to be impaired if the performance by the suppliers becomes doubtful. The Company uses the aging method to estimate the allowance for the questionable balances. In addition, at each reporting date, the Company generally determines the adequacy of allowance for doubtful accounts by evaluating all available information, and then records specific allowances for those advances based on the specific facts and circumstances.

Property, Plant, and Equipment, net

 

Property, plant, and equipment are recorded at cost, reduced by accumulated depreciation and amortization. Depreciation and amortization expense related to property, plant, and equipment is computed using the straight-line method based on estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the initial lease term or the estimated useful life of the improvements. The useful life and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant, and equipment. The estimated useful lives of depreciation and amortization of the principal classes of assets are as follows:

 

  Useful life
Land Infinite
Property and buildings 1515-25 years
Equipment and machinery 3-5 years
Office and electronic equipment 3-5 years
Automobiles 5 years
Leasehold improvements Lesser of useful life
and lease term

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation or amortization of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income and comprehensive income.

 

Construction in Progress

Construction in Progress (“CIP”) is recorded at cost for property, plant, and equipment where the asset is in construction or development. CIP accumulates cost of construction and transaction costs involved in the progress of acquiring the materials for construction or development. The Company does not commence depreciating the asset in CIP account because the asset has not yet been placed in service. Once an asset is placed in service, all costs associated with the asset that are recorded in the CIP account are transferred to plant, plant, and equipment for the asset.

Impairment of Long-Lived Assets

 

The Company assesses its long-lived assets, including property, plant, and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Factors which may indicate potential impairment include a significant underperformance relative to the historical or projected future operating results or a significant negative industry or economic trend. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by that asset. If impairment is indicated, a loss is recognized for any excess of the carrying value over the estimated fair value of the asset. The fair value is estimated based on the discounted future cash flows or comparable market values, if available. The Company did not record any impairment loss during the three and ninesix months ended December 31, 2017September 30, 2022 and 2016.2021.

 

Asset Acquisition

An asset acquisition is an acquisition of an asset, or a group of assets, that does not meet the definition of a business, as substantially all of the fair value of the gross assets acquired are concentrated in a single or group of similar, identifiable assets. Asset acquisitions are accounted for by using the cost accumulation model, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on a relative fair value basis. Determining and valuing intangible assets requires judgment.

Goodwill

Goodwill represents the excess purchase price paid over the fair value of the net assets of acquired companies. Goodwill is not amortized. As of September 30, 2022 and March 31, 2022, the carrying amount of goodwill was $499,282. Goodwill is tested for impairment on an annual basis, or in interim periods if indicators of potential impairment exist, based on the one reporting unit. The Company has the option to perform a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. When performing the quantitative impairment test, the Company compares the fair value of its only reporting unit with the carrying amounts. The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company concluded that no impairment of its goodwill occurred for the six months ended September 30, 2022.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

 

RevenueSubstantially all of the Company’s revenue is derived from product sales, is recognized, netwhich consist of estimated provisionssales of the Company’s customized ready-made outerwear for sales allowanceslarge brand-name retailers and returns,PPE. The Company considers purchase orders to be a contract with a customer. Contracts with customers are considered to be short term when the merchandisetime between order confirmation and satisfaction of the performance obligations is shippedequal to or less than one year. Virtually all of the Company’s contracts are short term. The Company recognizes revenue for the transfer of promised goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods. Generally, payment is due from customers within seven to 150 days of the invoice date. The contracts do not have significant financing components. Shipping and title is transferred.handling costs associated with outbound freight from Jordan export dock are not an obligation of the Company. Returns and allowances are not a significant aspect of the revenue recognition process as historically they have been immaterial.

The Company also derives revenue rendering cutting and making services to other apparel vendors who subcontract order to the Company. Revenue is recognized when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists (sales agreements and customer purchase orders are used to determine the existence of an arrangement); (ii) delivery of goods has occurred and risks and benefits of ownership have been transferred, whichservice is when the goods are received by the customer at its designated location in accordance with the sales terms; (iii) the sales price is both fixed and determinable; and (iv) collectability is reasonably assured. Mostrendered. All of the Company’s productscontracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are custom-made for large brand-name retailers.based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made. Historically, sales returns have been minimal.not significantly impacted the Company’s revenue.


The Company does not have any contract assets since the Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event. The Company had contract liabilities of $465,405 and $nil as of September 30, 2022 and March 31, 2022, respectively. For the six months ended September 30, 2022 and 2021, there was no revenue recognized from performance obligations related to prior periods. As of September 30, 2022, $465,405 deferred revenue was expected to be recognized within fiscal year 2023. 

The Company has one revenue generating reportable geographic segment under ASC Topic 280 “Segment Reporting” and derives its sales primarily from its sales of customized ready-made outerwear. The Company believes disaggregation of revenue by geographic region best depicts the nature, amount, timing, and uncertainty of its revenue and cash flows (see “Note 14—Segment Reporting”).

Shipping and Handling

 

Proceeds collected from customers for shipping and handling costs are included in revenues.revenue. Shipping and handling costs are expensed as incurred and are included in operating expenses, as a part of selling, general and administrative expenses. Total shipping and handling expenses were $111,205$516,614 and $117,387$631,414 for the three months ended December 31, 2017September 30, 2022 and 2016,2021, respectively. Total shipping and handling expenses were $508,204$925,803 and $420,820$985,579 for the ninesix months ended December 31, 2017September 30, 2022 and 2016,2021, respectively.

 

Income and Sales Taxes

 

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled. Jerash Holdings was incorporatedand Jerash Supplies are incorporated/formed in the State of Delaware and isare subject to Federalfederal income tax in the United States of America. GTI was incorporated in the BVI and is not subject to income taxes under the current laws of BVI. Treasure Success wasand Ever Winland are registered in Hong Kong and has no operatingare subject to profit for current tax liabilities.in Hong Kong. Jiangmen Treasure Success is incorporated in China and is subject to corporate income tax in China. Jerash Garments, Jerash Embroidery, Chinese Garments, Paramount, Jerash The First, MK Garments, and Victory Apparel are subject to the regulations of the Income Tax Department in Jordan. The corporate income tax rate is 14% for the industrial sector. In accordance with the Investment Encouragement Law, Jerash Garments' export sales to overseas customers are entitled to a 100% income tax exemption for a period of 10 years commencing on the first day of production. This exemption has been extended for 5 years until December 31, 2018. Jerash Garments can apply for further extension of the tax exemption upon expiration. The exempted income tax expense for Jerash Garments totaled $342,254 and $341,349 for the three months ended December 31, 2017 and 2016, respectively. The per share effect of the tax exemption was $0.04 and $0.04 for the three months ended December 31, 2017 and 2016, respectively.

The exempted income tax expense for Jerash Garments totaled $1,675,086 and $1,118,768 for the nine months ended December 31, 2017 and 2016, respectively. The per share effect of the tax exemption was $0.17 and $0.13 for the nine months ended December 31, 2017 and 2016, respectively.

Local sales of Jerash GarmentsKawkab Venue are subject to income tax in Jordan, unless an exemption is granted. In accordance with Development Zone law, Jerash Garments and its subsidiaries were subject to corporate income tax in Jordan at a fixed rate of 14%. No16% plus a 1% social contribution between January 1, 2021 and December 31, 2021. Effective January 1, 2022, the income tax provisionrate increased to 18% or 20%, plus a 1% social contribution.

Jerash Garments and its subsidiaries are subject to local sales tax of 16% on purchases. Jerash Garments was providedgranted a sales tax exemption from the Jordanian Investment Commission for the three and nine months ended December 31, 2017 and 2016 since there wasperiod from June 1, 2015 to June 1, 2018 that allowed Jerash Garments to make purchases with no net income generated from local sales.sales tax charge. The exemption has been extended to February 5, 2023.

 

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes,” which requires the Company to use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carry forwards. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized. Deferred income taxes were immaterial, and accordingly, no deferred tax assets or liabilities were recognized as of December 31, 2017 and March 31, 2017.

 


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income and Sales Taxes (continued)

ASC 740 clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognize in its financial statements the impact of a tax position, if that position is more likely than not to beof being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of income and comprehensive income. Jordan income tax returns prior to 2013 are not subject to examination by any applicable tax authorities. No significant uncertainty in tax positions relating to income taxes have beenwere incurred during the periodssix months ended December 31, 2017September 30, 2022 and 2016.2021.


Foreign Currency Translation

 

The reporting currency of the Company is the U.S. dollar and the(“US$” or “$”). The Company uses the JOD in Jordan companies, HKD in Treasure Success and Ever Winland, and Chinese Yuan (“CNY”) in Jiangmen Treasure Success as its functional currency except for Treasure Success, which uses the Hong Kong Dollar (“HKD”) as its functional currency.of each abovementioned entity. The assets and liabilities of the Company have been translated into U.S. dollarsUS$ using the exchange rates in effect at the balance sheet date, equity accounts have been translated into U.S. dollars at historical rates, and revenue and expenses have been translated into U.S. dollarsUS$ using average exchange rates in effect during the reporting period. Cash flows are also translated into U.S. dollars at average translation rates for the periods; therefore,periods. Therefore, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss).or loss. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the resultsconsolidated statements of operationscomprehensive income as incurred.

 

The value of the JOD against the U.S. dollarUS$ and other currencies may fluctuate and is affected by, among other things, changes in Jordan’s political and economic conditions. Any significant revaluation of the JOD, HKD, and CNY may materially affect the Company’s financial condition in terms of reporting in U.S. dollars.US$ reporting. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

 

 December 31, 2017September 30,
2022
March 31, 2017
2022
December 31, 2016
Period-end spot rateUS$1=JOD 0.7097JOD0.7090US$1=JOD 0.7090JOD0.7090US$1=JOD 0.7106
 US$1=HKD 0.1282HKD7.8499US$1=HKD 0.1287HKD7.8325
US$1=HKD 0.1289CNY7.1128US$1=CNY6.3393
Average rateUS$1=JOD 0.7093JOD0.7090US$1=JOD 0.7086JOD0.7090US$1=JOD 0.7109
 US$1=HKD 0.1280HKD7.8480US$1=HKD 0.1289HKD7.7844
US$1=HKD 0.1289CNY6.8456US$1=CNY6.4180

 

Stock-Based Compensation

 

The Company measures compensation expense for stock-based awards to non-employee contractors and directors based upon the awards’ initial grant dategrant-date fair value. The estimated grant dategrant-date fair value of the award is recognized as expense over the requisite service period using the straight-line method. The fair value of awards to non-employees is then marked-to-market each reporting period until vesting criteria are satisfied.

 

The Company estimates the fair value of stock warrantsoptions using thea Black-Scholes model. This model is affected by the Company'sCompany’s stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the warrant, theoption, expected risk-free rates of return, the expected volatility of the Company'sCompany’s common stock, and the expected dividend yield, each of which is more fully described below. The assumptions for the expected term and the expected volatility are the two assumptions that significantly affect the grant date fair value.

 

·Expected Term: the expected term of a warrant or a stock option is the period of time that the warrant or a stock option is expected to be outstanding.

 

·Risk-free Interest Rate: the Company bases the risk-free interest rate used in the Black-Scholes model on the implied yield at the grant date of the U.S. Treasury zero coupon issuezero-coupon issued with an equivalent term to the stock-based award being valued. Where the expected term of a stock-based award does not correspond with the term for which a zero couponzero-coupon interest rate is quoted, the Company uses the nearest interest rate from the available maturities.

 


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

·Expected Stock Price Volatility: the Company utilizes comparable public companythe expected volatility of the Company’s common stock over the same period of time as the life of the warrant.warrant or stock option. When the Company’s own stock volatility information is unavailable for such period of time, the Company utilizes comparable public company volatility.

 

·Dividend Yield: because the Company does not expectStock-based compensation awards granted prior to pay a dividend in the foreseeable future, a 0%November 2018 assumed no dividend yield, was used in valuingwhile any subsequent stock-based compensation awards will be valued using the stock-based awards.anticipated dividend yield.

 

Earnings per Share

 

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) on a per share basis as if the convertible securitiesthey had been converted at the beginning of the periodperiods presented, or the issuance date, if later. For Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the three and nine months ended December 31, 2017 and 2016, the basic weighted average shares outstanding andcalculation of diluted weighted average shares were the same since the warrants issued by the Company were anti-dilutive.EPS (See “Note 13Earnings per Share”).

10

 

Comprehensive Income

Comprehensive income consists of two components, net income and other comprehensive income (loss).income. The foreign currency translation gain or loss resulting from the translation of the financial statements expressed in JOD or HKD or CNY to U.S. dollarsUS$ is reported in other comprehensive income (loss) in the unaudited condensed consolidated statements of income and comprehensive income.

 

Fair Value of Financial Instruments

 

ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

·Level 1 - Quoted prices in active markets for identical assets and liabilities.

 

·Level 2 - Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

·Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 

The Company consideredconsiders the recorded value of its financial assets and liabilities, which consist primarily of cash, including restricted cash, accounts receivable, other receivables, due from related parties, due from shareholders,current assets, credit facilities, accounts payable, accrued expenses, income tax payables, other payables, amounts due to a related party and short-term loans,operating lease liabilities to approximate the fair value of the respective assets and liabilities at December 31, 2017September 30, 2022 and March 31, 20172022 based upon the short-term nature of these assets and liabilities.

 


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations and Credit Risk

 

Credit risk

 

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of December 31, 2017September 30, 2022, and March 31, 2017, $5,355,7452022, respectively, $11,022,463 and $3,404,508, respectively,$12,735,486 of the Company’s cash werewas on deposit at financial institutions in Jordan, where there currently is no rule or regulation requiring such financial institutions to maintain insurance to cover bank deposits in the event of bank failure. As of December 31, 2017September 30, 2022, and March 31, 2017, $8,988,9632022, $245,405 and $249,865, respectively,$351,255 of the Company’s cash werewas on deposit at financial institutions in China, respectively. Cash maintained in banks within China of less than CNY 0.5 million (equivalent to $70,296) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China. As of September 30, 2022, and March 31, 2022, $12,789,582 and $13,311,340 of the Company’s cash was on deposit at financial institutions in Hong Kong, andrespectively, which are insured by the Hong Kong Deposit Protection Board subject to certain limitations. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. As of December 31, 2017September 30, 2022, and March 31, 2017, $7462022, $269,505 and $0, respectively,$37,342 of the Company’s cash was on deposit in the United States, respectively and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

 

Accounts receivable are typically unsecured and derived from revenue earned from customers, and therefore are exposed to credit risk. The risk is mitigated by the Company'sCompany’s assessment of its customers'customers’ creditworthiness and its ongoing monitoring of outstanding balances.

 

11

Customer and vendor concentration risk

        

Prior to August 2016, substantially all of theThe Company’s sales wereare made to its customers through its affiliates (see Note 7) that are located primarily in the United States (see Note 9). Thereafter, the Company began selling directly to its customers. The Company’sStates. Its operating results could be adversely affected by U.S. government policypolicies on exportingimporting business, foreign exchange rate fluctuations, and change ofchanges in local market conditions. The Company has a concentration of its revenuesrevenue and purchases with specific customers and suppliers. For the three and six months ended December 31, 2017,September 30, 2022, two customersend-customers accounted for 72%64% and 12%11%, respectively,and 65% and 16% of the Company’s total revenue. For the nine months ended December 31, 2017, two customers accounted for 81% and 8%, respectively, of total revenue.revenue, respectively. For the three and six months ended December 31, 2016, a significant amount of the Company’s sales and purchases were made through its related parties (see Note 7), andSeptember 30, 2021, two customersend-customers accounted for 80% and 10%14%, respectively,and 75% and 21% of the Company’s total revenue. For the nine months ended December 31, 2016, one customerrevenue, respectively. As of September 30, 2022, four end-customers accounted for 81%28%, 23%, 20%, and 15% of total revenue. As of December 31, 2017, two customers accounted for 77% and 11%, respectively, of the Company’s total accounts receivable balance.balance, respectively. As of March 31, 2017,2022, one customerend-customer accounted for 94%89% of the Company’s total accounts receivable balance.

 

For the three months ended December 31, 2017,September 30, 2022, the Company purchased approximately 62%23%, 20%, and 12%, respectively,10% of its raw materials from three major suppliers, respectively. For the six months ended September 30, 2022, the Company purchased approximately 15% and 13% of its raw materials from two major suppliers, Onset Time Limited ("ONSET") and Duck San Enterprise Co., Ltd.respectively. For the ninethree and six months ended December 31, 2017,September 30, 2021, the Company purchased approximately 87%25% and 16%, respectively, of its raw materialsgarments from one major supplier, ONSET. For the three months ended December 31, 2016, the Company purchasedapproximately83% of its raw materials from one major supplier,ONSET.For the nine months ended December 31, 2016, the Company purchasedapproximately44%, 9% and 45% of its raw materials from Value Plus (Macao Commercial Offshore) Limited (“VPMCO”), Ford Glory International Limited (“FGIL”) and ONSET, respectively (see Note 7). As of December 31, 2017, we had a net prepaid balance to the major supplier. As of March 31, 2017,September 30, 2022, accounts payable to onethe Company’s two major suppliersuppliers accounted for 96%50% and 25%, of theits total accounts payable balance.balance, respectively. As of March 31, 2022, accounts payable to the Company’s three major suppliers accounted for 11%, 11%, and 10% of its total accounts payable balance, respectively. 

 

A loss of any of these customers or suppliers could adversely affect the operating results or cash flows of the Company.

Risks and Uncertainties

 

The principal operations of the Company are located in Jordan. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in Jordan, as well as by the general state of the Jordanian economy. The Company’s operations in Jordan are subject to special considerations and significant risks that are not typically associated with companies in North America. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in Jordan. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.

The spread of COVID-19 around the world since March 2020 has caused significant volatility in U.S. and international markets. However, sales growth of the Company resumed in the fourth quarter of fiscal year 2021 and has extended well into fiscal year 2022. Since fiscal 2022, the Company’s production facilities resumed full operation with additional medical and hygienic measures in place. The Company does not believe the COVID-19 pandemic had a significant impact on its operations during the three and six months ended September 30, 2022.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

There is still significant uncertainty around the breadth and duration of business disruptions related to the COVID-19 pandemic, as well as its impact on the U.S. and international economies. The Company currently expects that its operation results for the fiscal year ending March 31, 2023 would not be significantly impacted by the COVID-19 pandemic. However, given the dynamic nature of these circumstances, should there be resurgence of COVID-19 cases globally and should the U.S. government or the Jordan government implement new restrictions to contain the spread, the Company’s business would be negatively impacted.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications had no effect on net income or cash flows as previously reported.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

 

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

New Accounting Pronouncements Recently Adopted

In July 2015,September 2016, the Financial Accounting Standards Board (“FASB”)FASB issued ASU No. 2015-11, “Simplifying the2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Inventory.”Credit Losses on Financial Instruments. This ASU No. 2015-11 changesis intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. This ASU requires the measurement principleof all expected credit losses for inventory fromfinancial assets held at the lower of cost or marketreporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU requires enhanced disclosures to the lower of costhelp investors and net realizable value. Net realizable value is definedother financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the estimated selling pricescredit quality and underwriting standards of the Company’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the ordinary coursefinancial statements. In November 2019, the FASB issued ASU 2019-10, which amended the effective dates of business; less reasonably predictable costs of completion, disposal and transportation.ASU 2016-13. For public business entities that meet the amendments in thisdefinition of an SEC filer, excluding entities eligible to be smaller reporting companies (“SRC”) as defined by the SEC, ASU are2016-13 will become effective for the fiscal years beginning after December 15, 2016,2019, including interim reporting periods within those fiscal years. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, 2018 using a prospective application. The adoption of this guidance did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures.


In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update addresses several aspects of the accounting for share-based compensation transactions including: (a) income tax consequences when awards vest or are settled, (b) classification of awards as either equity or liabilities, (c) a policy election to account for forfeitures as they occur rather than on an estimated basis and (d) classification of excess tax impacts on the statement of cash flows. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, 2018, which did not have a material impact to the unaudited condensed consolidated financial statements and related disclosures. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement will be applied prospectively. The Company does not expect the impact to be material to the unaudited condensed consolidated results of operations; however, such determination is subject to change based on facts and circumstances at the time when awards vest or settle.

New Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU No. 2015-14, “Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date for ASU 2014-09 by one year. The guidance in ASU 2014-09 will be effective for the Company for fiscal years beginning after December 15, 2017, including interim reporting periods within those fiscal years. In March 2016, the FASB issued ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue versus Net)” (“ASU 2016-08”), which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard. In April 2016, the FASB issued ASU No. 2016-10, “Identifying Performance Obligations and Licensing” (“ASU 2016-10”), which reduces the complexity when applying the guidance for identifying performance obligations and improves the operability and understandability of the license implementation guidance. In May 2016, the FASB issued ASU No. 2016-12 “Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. Preliminarily, the Company plans to adopt Topic 606 using the retrospective transition method, and is continuing to evaluate the impact its pending adoption of Topic 606 will have on its consolidated financial statements. The Company believes that its current revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASU 2014-09. Potential adjustments to input measures are not expected to be pervasive to the majority of the Company’s contracts. While no significant impact is expected upon adoption of the new guidance, the Company will not be able to make that determination until the time of adoption based upon outstanding contracts at that time.

In February 2016, the FASB issued ASU No. 2016-02, "Leases” to increase transparency and comparability among organizations by recognizing leased assets on the balance sheet with a corresponding liability and disclosing key information about leasing arrangements. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. For all other entities, the amendments in this ASU are2016-13 will become effective for the fiscal years beginning after December 15, 2019, and2022, including interim reporting periods within those fiscal years beginning after December 15, 2020. Early adoption is permitted.years. As an SRC, the Company plans to adopt this ASU effective April 1, 2023. The Company is currently evaluating the impact of the adoption of this revised guidanceASU 2016-13 on its unaudited condensed consolidated financial statements and related disclosures.statements.

 

In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting,” which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. For all entities, the ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The Company does not expect that adoption of this guidance will have a material impact on its unaudited condensed consolidated financial statements and related disclosures.


NOTE 4 – INVENTORIESACCOUNTS RECEIVABLE, NET

 

Accounts receivable consisted of the following:

  

As of
September 30,
2022

(Unaudited)

  As of
March 31,
2022
 
Trade accounts receivable $4,251,665  $11,270,652 
Less: allowances for doubtful accounts  221,583   221,583 
Accounts receivable, net $4,030,082  $11,049,069 

NOTE 5 – INVENTORIES

Inventories consisted of the following:

 

  As of  As of 
  December 31, 2017  March 31, 2017 
Raw materials $3,205,286  $9,265,201 
Work-in-progress  213,114   1,493,258 
Finished goods  3,303,488   8,393,150 
Total inventory $6,721,888  $19,151,609 
  

As of
September 30,
2022

(Unaudited)

  As of
March 31,
2022
 
Raw materials $  18,783,134  $17,714,578 
Work-in-progress  1,976,978   2,010,417 
Finished goods  15,666,495   8,530,184 
Total inventory $36,426,607  $28,255,179 

 

An inventory allowance was not considered necessary asAs of December 31, 2017September 30, 2022, and March 31, 2017.2022, the Company had $nil inventory valuation reserve as the Company arranged its inventory based on actual orders received and all inventories held on hand were associated with unfulfilled sales orders.


NOTE 6 – ADVANCE TO SUPPLIERS, NET

Advance to suppliers consisted of the following:

  

As of
September 30,
2022

(Unaudited)

  As of
March 31,
2022
 
Advance to suppliers $   2,271,202  $1,284,601 
Less: allowances for doubtful accounts  -   - 
Advance to suppliers, net $2,271,202  $1,284,601 

NOTE 7 – LEASES

The Company has 47 operating leases for manufacturing facilities and offices. Some leases include one or more options to renew, which is typically at the Company’s sole discretion. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. New lease modifications result in measurement of the right of use (“ROU”) assets and lease liability. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term.

All of the Company’s leases are classified as operating leases and primarily include office space and manufacturing facilities.

The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of September 30, 2022:

Remaining lease term and discount rate:
Weighted average remaining lease term (years)1.9
Weighted average discount rate4.06%

During the three months ended September 30, 2022 and 2021, the Company incurred total operation lease expenses of $626,994 and $607,013, respectively. During the six months ended September 30, 2022 and 2021, the Company incurred total operating lease expenses of $1,266,713 and $1,191,750, respectively.

The following is a schedule, by fiscal years, of maturities of lease liabilities as of September 30, 2022:

2023 $413,183 
2024  667,388 
2025  190,886 
2026  88,155 
2027  - 
Thereafter  - 
Total lease payments  1,359,612 
Less: imputed interest  (55,082)
Less: prepayments  (124,402)
Present value of lease liabilities $1,180,128 


NOTE 58 – PROPERTY, PLANT, AND EQUIPMENT, NET

 

Property, plant, and equipment, net consisted of the following:

 

  As of
December 31, 2017
  As of
March 31, 2017
 
Land $61,022  $61,078 
Property and buildings  432,163   432,562 
Equipment and machinery  4,829,290   4,370,095 
Office and electric equipment  503,953   472,918 
Automobiles  358,116   302,714 
Leasehold improvements  1,492,842   1,358,649 
Subtotal  7,677,386   6,998,016 
Construction in progress  230,363   206,246 
Less: Accumulated Depreciation and Amortization  (4,919,331)  (4,044,020)
Property and Equipment, Net $2,988,418  $3,160,242 
  

As of
September 30,
2022

(Unaudited)

  As of
March 31,
2022
 
Land $2,221,420  $1,831,192 
Property and buildings  9,287,340   1,911,818 
Equipment and machinery  11,667,705   11,091,566 
Office and electric equipment  935,840   915,686 
Automobiles  858,012   802,399 
Leasehold improvements  3,997,654   4,002,833 
Subtotal  28,967,971   20,555,494 
Construction in progress (1)(2)  4,739,937   2,098,323 
Less: Accumulated depreciation and amortization  (12,892,181)  (11,720,670)
Property, plant, and equipment, net $20,815,727  $10,933,147 

 

(1)In January 2022, the Company commenced a construction project of an expansion of the Company’s own premises in Al Tajamouat Industrial City, Jordan. Through September 30, 2022, the Company had paid approximately JOD392,000 (approximately $553,000) and the entire approximately $553,000 was recorded as construction in progress. The estimated construction cost is revised to approximately JOD870,000 (approximately $1.2 million). The project is expected to be completed and ready to use in fiscal 2023.

Depreciation

(2)In January 2022, the Company commenced a construction project to build a dormitory for employee. The construction is built on a land of 12,340 square meters (approximately three acres) in Al Tajamouat Industrial City, Jordan, which was acquired by the Company in 2019. The dormitory is expected to cost $8.2 million. Through September 30, 2022, the Company had spent approximately JOD 3.0 million (approximately $4.2 million) for the construction. The dormitory is expected to be completed and ready for use in fiscal 2023.

In August 2022, the Company completed the acquisitions of Ever Winland and amortization expense was $310,953Kawkab Venus. Ever Winland holds office premises of HK$39.6 million (approximately $5.1 million), which are classified as property and $338,798 forbuildings. Kawkab Venus holds land with factory premises, which are classified as land of approximately $390,000 and $2.3 million, respectively. Ever Winland and Kawkab Venus only contain fixed assets (buildings and land) and neither of these two entities have any other assets or liabilities, operations, or employees as of the acquisition date, so the acquisitions of Ever Winland and Kawkab Venus were accounted as asset acquisitions.

For the three months ended December 31, 2017September 30, 2022 and 2016,2021, depreciation expenses were $553,941 and $475,609 respectively. Depreciation and amortization expense was $899,277 and $1,034,414 forFor the ninesix months ended December 31, 2017September 30, 2022 and 2016,2021, depreciation expenses were $1,184,940 and $880,135, respectively.

NOTE 9 – EQUITY

 

Construction in progress represents costs of construction incurred for the Company's new sewing workshop, a 450 square meter workshop in the Tafilah Governorate of Jordan, which we expect to be completed by the middle of calendar year 2018.

NOTE 6 – EQUITY

Preferred Stock

 

The Company has 500,000 authorized shares of preferred stock, with a par value of $0.001 per share, and with authorized; none were issued and outstanding as of December 31, 2017September 30, 2022 and March 31, 2017.2022. The preferred stock can be issued by the Boardboard of Directorsdirectors of Jerash Holdings (the “Board of Directors”) in one or more classes or one or more series within any class, and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, rights, qualifications, limitations, or restrictions of such rights as the Board of Directors may determine from time to time.

 

Statutory ReserveCommon Stock

 

The Company had 12,429,492 and 12,334,318 shares of common stock outstanding as of September 30, 2022 and March 31, 2022, respectively.

On June 24, 2021, the Board of Directors approved the grant of 200,000 Restricted Stock Units (“RSUs”) under the Plan to 32 executive officers and employees of the Company, with a one-year vesting period. All RSUs were vested and 200,000 additional shares were issued on June 30, 2022.

On June 13, 2022, the Board of Directors authorized a share repurchase program, under which the Company may repurchase up to $3.0 million of its outstanding shares of common stock. The share repurchase program will be in effect through March 31, 2023. As of September 30, 2022, 104,826 shares had been repurchased at market rate with a total consideration of $547,713. $2,452,287 remaining available for future repurchase.


NOTE 9 – EQUITY (continued)

Statutory Reserve

In accordance with the Corporate Lawcorporate laws in Jordan, Jerash Garments, Jerash Embroidery, Chinese Garments, Paramount, Jerash The First, MK Garments, and Victory ApparelKawkab Venus are required to make appropriations to certain reserve funds, based on net income determined in accordance with generally accepted accounting principles of Jordan. Appropriations to the statutory reserve are required to be 10% of net income until the reserve is equal to 100% of the entity’s share capital. This reserve is not available for dividend distribution. AsIn addition, PRC companies are required to set aside at least 10% of both December 31, 2017 and March 31, 2017,their after-tax net profits each year, if any, to fund the consolidatedstatutory reserves until the balance of the reserves reaches 50% of their registered capital. The statutory reserve was $71,699.reserves are not distributable in the form of cash dividends to the Company and can be used to make up cumulative prior year losses.

 

14

Private placementDividends

 

OnDuring the fiscal year ending March 31, 2023, on August 5, 2022 and May 15, 2017,16, 2022, the Company conducted the initial closingBoard of Directors declared a private placement for the salecash dividend of an aggregate of 540,000 shares$0.05 per share of common stock, respectively. The cash dividends of $626,716 and warrants exercisable for up to 54,000 shares$616,716 were paid in full on August 24, 2022 and June 3, 2022, respectively.

During the fiscal year ended March 31, 2022, on February 4, 2022, November 2, 2021, August 5, 2021, and May 14, 2021, the Board of Directors declared a cash dividend of $0.05 per share of common stock, to ten accredited investors. Fifty percentrespectively. The cash dividends of the shares (270,000 shares) purchased$616,715, $616,716, $566,716, and $566,649 were paid in the initial closing were sold by one of the Company’s shareholders at $4.99 per share, the remaining fifty percent of the shares (270,000 shares) were issued by Jerash Holdings. Each share was sold together with one warrant, with each such warrant being immediately exercisable for one-tenth of one share of common stock. 540,000 five-year warrants were issued at $0.01 per warrant to purchase up to 54,000 shares of Jerash Holdings’ common stock at an exercise price per full share equal to $6.25. The Company received aggregate gross proceeds of $1,352,700 for the shareson February 22, 2022, November 29, 2021, August 24, 2021, and warrants issued and sold in the initial closing of a private placement and incurred direct expenses related to the offering of $379,828.June 2, 2021, respectively.

NOTE 10 – STOCK-BASED COMPENSATION

 

On August 18, 2017, the Company conducted the second closing of a private placement, pursuant to which an aggregate of 200,000 shares of common stock and warrants exercisable for up to 20,000 shares of common stock were sold to one accredited investor. Fifty percent of the shares (100,000 shares) purchased in the closing were sold by one of the Company’s shareholders at $4.99 per share and the remaining fifty percent of the shares (100,000 shares) were issued by Jerash Holdings. Each share was sold together with one warrant, with each such warrant being immediately exercisable for one-tenth of one share of common stock. 200,000 five-year warrants were issued at $0.01 per warrant to purchase up to 20,000 shares of Jerash Holdings’ common stock at an exercise price per full share equal to $6.25. The Company received net proceeds of $450,910 for the shares and warrants issued and sold in the closing of this private placement.

On September 27, 2017, the Company conducted the third and final closing of a private placement, pursuant to which an aggregate of 50,000 shares of common stock and warrants exercisable for up to 5,000 shares of common stock were sold to two accredited investors. Fifty percent of the shares (25,000 shares) purchased in the closing were sold by one of the Company’s shareholders at $4.99 per share and the remaining fifty percent of the shares (25,000 shares) were issued by Jerash Holdings. Each share was sold together with one warrant, with each such warrant being immediately exercisable for one-tenth of one share of common stock. 50,000 five-year warrants were issued at $0.01 per warrant to purchase up to 5,000 shares of Jerash Holdings’ common stock at an exercise price per full share equal to $6.25. The Company received net proceeds of $110,179 for the shares and warrants issued and sold in the closing of this private placement.

Warrants issued for services

 

From time to time, the Company issues warrants to purchase its common stock. These warrants are valued using athe Black-Scholes model and using the volatility, market price, exercise price, risk-free interest rate, and dividend yield appropriate at the date the warrants were issued.

On May 15, 2017, Jerash Holdings issued warrants to the designees of the placement agent The major assumptions used in the above private placementBlack Scholes model included the followings: the expected term is five years; risk-free interest rate is 1.8% to purchase 48,600 units,2.8%; and the expected volatility is 50.3% to 52.2%. 137,210 warrants expired for the six months ended September 30, 2022 and there were 57,200 warrants outstanding as of September 30, 2022 with each unit consisting of one share of Jerash Holdings common stock and one warrant (with each such warrant being immediately exercisable for one-tenth of one share of its common stock at ana weighted average exercise price of $6.25 per share for a period of five years from the issuance date), at an exercise price of $5.50 per unit. The fair value of these units was $107,990 and was included in offering costs of the private placement in May 2017.

On May 15, 2017, Jerash Holdings also issued a five-year warrant to purchase up to 50,000 shares of its common stock pursuant to a letter agreement with one of its board advisors. The warrant has an exercise price of $5.00 per share and may be converted by means of “cashless” exercise during the term of the warrant. This warrant may be exercised any time after issuance through and including the five year anniversary of the issuance date. Stock-based compensation expense recognized for the quarters ended June 30, 2017 and 2016 was $116,578 and $0 respectively, for this warrant.


On August 1, 2017, warrants to purchase 18,000 units became issuable by Jerash Holdings to the designees of the placement agent in the above private placement, with each unit consisting of one share of Jerash Holdings common stock and one warrant (with each such warrant being immediately exercisable for one-tenth of one share of its common stock at an exercise price of $6.25 per share for a period of five years from the issuance date), at an exercise price of $5.50 per unit. The fair value of these units was $43,122 and was included in offering costs of the private placement in August 2017.$8.75. All of such warrants have been issued by the Company.

On September 27, 2017, warrants to purchase 4,500 units became issuable by Jerash Holdings to the designees of the placement agent in the above private placement, with each unit consisting of one share of Jerash Holdings common stock and one warrant (with each such warrant being immediately exercisable for one-tenth of one share of its common stock at an exercise price of $6.25 per share for a period of five years from the issuance date), at an exercise price of $5.50 per unit. The fair value of these units was $10,814 and was included in offering costs of the private placement in September 2017. All of such warrants have been issued by the Company.

During the quarter ended December 31, 2017, all of the outstanding warrants were fully vested and exercisable.exercisable as of September 30, 2022 and March 31, 2022.

 

All stock warrants activities are summarized as follows:

  Option to  Weighted
Average
 
  Acquire
Shares
  Exercise
Price
 
Stock warrants outstanding at March 31, 2022  194,410  $6.71 
Granted  -   - 
Exercised  -   - 
Expired  (137,210)  5.86 
Stock warrants outstanding at September 30, 2022  57,200  $8.75 

Stock Options

On March 21, 2018, the Board of Directors adopted the Jerash Holdings (US), Inc. 2018 Stock Incentive Plan (the “Plan”), pursuant to which the Company may grant various types of equity awards. 1,484,250 shares of common stock of the Company were reserved for issuance under the Plan. In addition, on July 19, 2019, the Board of Directors approved an amendment and restatement of the Plan, which was approved by the Company’s stockholders at its annual meeting of stockholders on September 16, 2019. The amended and restated Plan increased the number of shares reserved for issuance under the Plan by 300,000, to 1,784,250, among other changes. On September 30, 2022, the Company had 394,750 of shares remaining available for future issuance under the Plan.


NOTE 10 – STOCK-BASED COMPENSATION (continued)

On April 9, 2018, the Board of Directors approved the issuance of 989,500 nonqualified stock options under the Plan to 13 executive officers and employees of the Company in accordance with the Plan at an exercise price of $7.00 per share, and a term of five years. The fair value of these warrants grantedoptions was estimated as of the grant date using the Black-Scholes model with the following assumptions:major assumptions that expected terms is five years; risk-free interest rate is 2.6%; and the expected volatility is 50.3%.

 

Common Stock Warrants
December 31, 2017
Expected term (in years)5.0
Risk-free interest rate (%)1.86%
Expected volatility (%)52.2%
Dividend yield (%)0.0%

On August 3, 2018, the Board of Directors granted the Company’s then Chief Financial Officer and Head of U.S. Operations a total of 150,000 nonqualified stock options under the Plan in accordance with the Plan at an exercise price of $6.12 per share and a term of 10 years. The fair value of these options was estimated as of the grant date using the Black-Scholes model with the major assumptions that expected terms is 10 years; risk-free interest rate is 2.95%; and the expected volatility is 50.3%.

 

Warrant activity isOn November 27, 2019, the Board of Directors granted the Company’s Chief Financial Officer 50,000 nonqualified stock options under the amended and restated Plan in accordance with the amended and restated Plan at an exercise price of $6.50 per share and a term of 10 years. All these outstanding options became fully vested and exercisable in May 2020. The fair value of the options was estimated as of the grant date using the Black-Scholes model with the major assumptions that expected term of 10 years; risk-free interest rate of 1.77%; expected volatility of 48.59%; and dividend yield of 3.08%.

All these outstanding options were fully vested and exercisable. As of September 30, 2022, there were 1,136,500 stock options outstanding.

All stock option activities are summarized as follows:

 

  Shares  Weighted Average
Exercise Price
 
Warrants outstanding at March 31, 2017  -   - 
Granted  207,210  $5.69 
Exercised  -   - 
Cancelled  -   - 
Warrants outstanding at December 31, 2017  207,210  $5.69 
  Option to  Weighted
Average
 
  Acquire
Shares
  Exercise
Price
 
Stock options outstanding at March 31, 2022  1,136,500  $6.90 
Granted  -   - 
Exercised  -   - 
Forfeited  -   - 
Stock options outstanding at September 30, 2022  1,136,500  $6.90 

Restricted Stock Units

On June 24, 2021, the Board of Directors approved the grant of 200,000 RSUs under the Plan to 32 executive officers and employees of the Company, with a one-year vesting period. The fair value of these RSUs on June 24, 2021 was $1,266,000, based on the market price of the Company’s common stock as of the date of the grant. On June 30, 2022, all 200,000 RSUs were vested.

Total expenses related to the restricted stock units issued were $nil and $315,296 for the three months ended September 30, 2022 and September 30, 2021, respectively. Total expenses related to the restricted stock units issued were $294,822 and $315,813 for the six months ended September 30, 2022 and September 30, 2021, respectively.

NOTE 711 – RELATED PARTY TRANSACTIONS

 

The relationship and the nature of related party transactions are summarized as follow:

 

Name of Related Party Relationship
to the Company
 Nature
of Transactions
Ford Glory Holdings Limited (“FGH”) Intermediate Shareholder of GTI Working Capital Advances
Ford Glory InternationalYukwise Limited or FGIL(“Yukwise”) Affiliate, subsidiary of FGHWholly owned by the Company’s President, Chief Executive Officer, and Chairman, and a significant stockholder Sales / PurchasesConsulting Services
Value Plus (Macao Commercial Offshore) Limited (“VPMCO”) Affiliate, subsidiary of FGH Purchases
Multi-Glory Corporation Limited (“Multi-Glory”)Wholly owned by a significant stockholderConsulting Services
Jiangmen V-Apparel Manufacturing Limited Affiliate, subsidiary of FGHFord Glory Holdings (“FGH”), which is 49% indirectly owned by the Company’s President, Chief Executive Officer, and Chairman, and a significant stockholder Working Capital AdvancesOperating Lease
Wealth Choice Limited, or WCL Shareholder of Victory Apparel 

Working Capital

Advances

Victory Apparel (Jordan) Manufacturing Company Limited (“Victory Apparel”)Affiliate, controlled by the Company’s President, Chief Executive Officer, Chairman, and a significant stockholder and another significant stockholder  Borrowings

 

Pursuant to the terms of a sale and purchase agreement between one of the Company’s current individual shareholders and Victory City Investments Limited, the ultimate 51% shareholder of FGIL, dated July 13, 2016 (the “Sale and Purchase Agreement”), and effective since August 1, 2016, all rights, interests and benefits of any contracts that FGIL had at that time with any of the Company’s customers for products manufactured or to be manufactured by the Company, together with the costs and obligations relating to those contracts, were transferred to the Company. Thereafter, the Company began selling directly to its customers and no longer through its affiliate, FGIL.


Related party balances:

 

NOTE 11 – RELATED PARTY TRANSACTIONS (continued)

a.a.Accounts receivable – related party:Related party lease agreement

 

Accounts receivableOn July 1, 2020, Jiangmen Treasure Success and Jiangmen V-Apparel Manufacturing Limited entered into a factory lease agreement for office and sample production purposes in Jiangmen, China from Jiangmen V-Apparel Manufacturing Limited for a related partymonthly rent in connectionthe amount of CNY 28,300 (approximately $4,400). The lease had one-year term and could be renewed with a one-month notice. On April 30, 2021, the collection of accounts receivable from its customers on behalf of the Company due to the support arrangement during the transition period as described below (see a. Sales to a related party) consisted of the following:factory lease agreement between Jiangmen Treasure Success and Jiangmen V-apparel Manufacturing Limited was terminated.

 

  

As of

December 31, 2017

  

As of

March 31, 2017

 
FGIL $90,751  $2,343,892 

b.b.Other receivables – related party:Consulting agreements

 

  

As of

December 31, 2017

  

As of

March 31, 2017

 
WCL $           - $336,746 

On January 12, 2018, Treasure Success and Yukwise entered into a consulting agreement, pursuant to which Mr. Choi will serve as Chief Executive Officer and provide high-level advisory and general management services for $300,000 per annum. The agreement renews automatically for one-month terms. This agreement became effective as of January 1, 2018. Total consulting fees under this agreement were $75,000 and $150,000 for the three and six months ended September 30, 2022 and 2021, respectively.

 

On January 16, 2018, Treasure Success and Multi-Glory entered into a consulting agreement, pursuant to which Multi-Glory will provide high-level advisory, marketing, and sales services to the Company for $300,000 per annum. The balanceagreement renews automatically for one-month terms. The agreement became effective as of January 1, 2018. Total consulting fees under this agreement were $75,000 and $150,000 for the three and six months ended September 30, 2022 and 2021, respectively.

c.Borrowings from a related party

As of September 30, 2022 and March 31, 2022, the Company had outstanding balances due from WCL was interest-freeto Victory Apparel of $nil and $300,166, respectively. These advances are non-interest bearing and due uponon demand. The outstanding balance as of March 31, 20172022 was fully collected from WCL on June 15, 2017.

c.Due from shareholders:

  As of
December 31, 2017
  As of
March 31, 2017
 
Two individual shareholders $-  $353,175 
Merlotte Enterprise Limited  -   339,325 
  $      -  $692,500 

The balance asrepaid in the first quarter of March 31, 2017 was fully collected from shareholders on May 8, 2017.

Related party transactions:

a.Sales to a related party:

Prior to August 2016, the Company sold merchandise to its customers through its affiliate during the ordinary course of business. The sales made to the related party consist of the following:

  For the three months ended December 31, 
  2017  2016 
FGIL $          -  $          - 
         
         
  For the nine months ended December 31, 
  2017  2016 
FGIL $         -  $23,350,919 

Pursuant to the Sale and Purchase Agreement, the Company has all rights, interests and benefits of the sales agreements signed with customers since August 2016, together with the costs and obligations of those agreements. During the transition period, the Company’s affiliate supported the Company to complete the transition with no additional fees charged. For the three months ended December 31, 2017, $1,809,475 of sales was made with the support from FGIL. For the nine months ended December 31, 2017, $43,994,497 of sales was made with the support from FGIL.fiscal 2023.


 

b.Purchases from related parties:

Prior to August 2016, the Company periodically purchased merchandise or raw materials from its affiliates during the ordinary course of business. The purchases from related parties consist of the following:

  For the three months ended December 31, 
  2017  2016 
VPMCO $-  $- 
FGIL  -   - 
  $     -  $    - 
         
         
  For the nine months ended December 31, 
  2017  2016 
VPMCO $-  $5,144,675 
FGIL  -   916,527 
  $        -  $6,061,202 

NOTE 812 – CREDIT FACILITIES

 

PursuantOn January 31, 2019, Standard Chartered Bank (Hong Kong) Limited (“SCBHK”) offered to provide an import facility of up to $3.0 million to Treasure Success pursuant to a letter agreement dated May 29, 2017, Treasure Success entered into an $8,000,000 import credit facility with Hong Kong and Shanghai Banking Corporation (“HSBC”). In addition, pursuant to an offer letter dated June 5, 2017, HSBC offered15, 2018. Pursuant to provide Treasure Success with a $12,000,000 factoring facility.the agreement, SCBHK agreed to finance import invoice financing and pre-shipment financing of export orders up to an aggregate of $3.0 million. The SCBHK facility bears interest at 1.3% per annum over SCBHK’s cost of funds. As of September 30, 2022 and March 31, 2022, the Company had $nil outstanding in import credit and factoring facilities are collectively referred to as the “Senior Credit Facility.” The Senior Credit Facility is guaranteed by Jerash Holdings, Jerash Garments, as well as the Company’s two individual shareholders. In addition, the Senior Credit Facility requires cash and other investment security collateral of $3,000,000. HSBC provided that drawingsinvoice financing under the Senior Credit Facility would be charged interest atSCBHK facility. In June 2022, the Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.5%Company was informed by SCBHK that the facility was cancelled due to persistently low usage and zero loan outstanding.

Starting from May and October 2021, the Company has participated in a financing program with two customers, in which the Company may receive early payments for drawings in Hong Kong dollars, andapproved sales invoices submitted by the Company through the bank the customer cooperates with. For any early payments received, the Company is subject to an early payment charge imposed by the customer’s bank, for which the rate is based on London Interbank Offered Rate (“LIBOR”) plus 1.5% for drawingsa spread. In certain scenarios, the Company submits the sales invoice and receives payments prior to the shipment of the relative products. In that case, instead of recording the cash receipts as a reduction to accounts receivables, the Company records the cash receipts as receipts in other currencies.advance from a customer until products are entitled to transfer. The Senior Credit Facility will also contain certain service chargesCompany records the early payment charge in interest expenses consolidated statements of comprehensive income. For the three and other commissionssix months ended September 30, 2022, the early payment charge was $163,595 and fees.$251,437, respectively. As of December 31, 2017,September 30, 2022, there was $465,405 in receipts in advance from a customer. The Company recorded the receipts in advance as deferred revenue on the unaudited condensed consolidated balance sheet as of September 30, 2022.

On January 12, 2022, DBS Bank (Hong Kong) Limited (“DBSHK”) offered to provide a banking facility of up to $5.0 million to Treasure Success pursuant to a facility letter dated January 12, 2022. Pursuant to the agreement, DBSHK agreed to finance cargo receipt, trust receipt, account payable financing, and certain type of import invoice financing up to an aggregate of $5.0 million. The DBSHK facility bears interest at 1.5% per annum over Hong Kong Interbank Offered Rate for HKD bills and 1.3% per annum over DBSHK’s cost of funds for foreign currency bills. The facility is guaranteed by Jerash Holdings and became available to the Company has made $947,655 withdrawalson June 17, 2022. As of September 30, 2022 and March 31, 2022, the Company had $1,106,130 and $nil outstanding under the Senior Credit Facility, which are due within 120 daysDBSHK facility, respectively.


NOTE 13 – EARNINGS PER SHARE

The following table sets forth the computation of each borrowing date or upon demand by HSBC.basic and diluted earnings per share for the three and six months ended September 30, 2022 and 2021. As of September 30, 2022, 1,193,700 warrants and stock options were outstanding. For the three and six months ended September 30, 2022 and 2021, all warrants and stock options were excluded from the EPS calculation, respectively, as the result would be anti-dilutive.

  

Three Months Ended
September 30,

(Unaudited)

  

Six Months Ended
September 30,

(Unaudited)

 
  2022  2021  2022  2021 
Numerator:            
Net income attributable to Jerash Holdings (US), Inc.’s Common Stockholders $1,791,752  $4,441,430  $3,513,134  $6,376,113 
                 
Denominator:                
Denominator for basic earnings per share (weighted-average shares)  12,498,431   11,334,318   12,416,823   11,333,907 
Dilutive securities – unexercised RSUs, warrants, and options  -   178,215   68,689   70,024 
Denominator for diluted earnings per share (adjusted weighted-average shares)  12,498,431   11,512,533   12,485,512   11,403,931 
Basic and diluted earnings per share $0.14  $0.39  $0.28  $0.56 

NOTE 914 – SEGMENT REPORTING

 

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company'sCompany’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company'sCompany’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of the Company’s products. The Company’s major product is outerwear. For the three months ended December 31, 2017September 30, 2022 and 2016,2021, outerwear accounted for approximately 78.2%93.8% and 92.5%, respectively,96.4% of the Company’s total revenue.revenue, respectively. For the ninesix months ended December 31, 2017September 30, 2022 and 2016,2021, outerwear accounted for approximately 92%93.6% and 94.1%, respectively,97.2% of the Company’s total revenue.revenue, respectively. Based on management'smanagement’s assessment, the Company has determined that it has only one operating segment as defined by ASC 280.

 

18

The following table summarizes sales by geographic areas for the three months ended December 31, 2017September 30, 2022 and 2016.2021, respectively.

 

  For the three months ended 
  December 31, 2017  December 31, 2016 
United States $8,495,713  $11,452,005 
Jordan  2,518,993   949,031 
Other countries  529,057   214,726 
Total $11,543,763  $12,615,762 
  

For the Three Months Ended
September 30,

(Unaudited)

 
  2022  2021 
United States $35,101,055  $44,241,524 
Jordan  1,278,313   141,001 
Others  1,446,327   1,328,641 
Total $37,825,695  $45,711,166 

 

The following table summarizes sales by geographic areas for the ninesix months ended December 31, 2017September 30, 2022 and 2016.2021, respectively.

 

  For the nine months ended 
  December 31, 2017  December 31, 2016 
United States $54,835,203  $46,617,843 
Jordan  4,826,158   2,958,579 
Other countries  782,039   292,216 
Total $60,443,400  $49,868,638 
  

For the Six Months Ended
September 30,

(Unaudited)

 
  2022  2021 
United States $66,508,460  $73,693,401 
Jordan  2,755,527   300,840 
Others  1,998,269   1,605,617 
Total $71,262,256  $75,599,858 

 

All67.6% and 31.1% of long-lived assets were located in Jordan and Hong Kong, respectively, as of December 31, 2017 and March 31, 2017.September 30, 2022.

 

The Company manufactures outerwear for all seasons. Products for Fall/Winter normally have higher fabric and accessories costs, and some of the styles are more complicated compared to products for Spring/Summer. The higher production costs for Fall/Winter typically result in higher sales and profit margins in the period from May to October in which products for Fall/Winter are primarily shipped.


NOTE 1015 – COMMITMENTS AND CONTINGENCIES

 

Rent CommitmentCommitments

 

On August 28, 2019, Jiangmen Treasure Success, was incorporated under the laws of the People’s Republic of China in Jiangmen City, Guangdong Province, China, with a total registered capital of HKD 3 million (approximately $385,000). On December 9, 2020, shareholders of Jiangmen Treasure Success approved to increase its registered capital to HKD 15 million (approximately $1.9 million). The Company leases two manufacturing facilities under operating leases. Operating lease expense amountedCompany’s subsidiary, Treasure Success, as a shareholder of Jiangmen Treasure Success, is required to $319,156 and $281,589contribute HKD 15 million (approximately $1.9 million) as paid-in capital in exchange for 100% ownership interest in Jiangmen Treasure Success. As of September 30, 2022, Treasure Success had made capital contribution of HKD 10 million (approximately $1.3 million). Pursuant to the three months endedarticles of incorporation of Jiangmen Treasure Success, Treasure Success is required to complete the remaining capital contribution before December 31, 2017 and 2016, respectively, and amounted to $949,120 and $846,089 for the nine months ended December 31, 2017 and 2016, respectively.2029 as Treasure Success’ available funds permit.

  

Future minimum lease payments under non-cancelable operating leases are as follows:Contingencies

 

Twelve months ended December 31,   
2018 $814,139 
2019  11,079 
2020 and thereafter  - 
Total $825,218 

The Company has nineteen operating leases for its facilities that require monthly payments ranging between $247 and $26,943 and are renewable on an annual basis.

Contingencies

From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would not have a material adverse impact on the Company’s consolidated financial position, results of operations, and cash flows.

NOTE 16 – INCOME TAX

Jerash Garments, Jerash Embroidery, Chinese Garments, Paramount, Jerash The First, MK Garments, and Kawkab Venue are subject to the regulations of the Income Tax Department in Jordan. In accordance with the Investment Encouragement Law, Jerash Garments’ export sales to overseas customers were entitled to a 100% income tax exemption for a period of 10 years commencing on the first day of production. This exemption had been extended for five years until December 31, 2018. Effective January 1, 2019, the Jordanian government reclassified the area where Jerash Garments and its subsidiaries are to a Development Zone. In accordance with the Development Zone law, Jerash Garments and its subsidiaries were subject to income tax at income tax rate of 16% plus a 1% social contribution between January 1, 2021 and December 31, 2021. Effective from January 1, 2022, the income tax rate raised to 18% or 20% plus 1% social contribution.

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The Tax Act imposed tax on previously untaxed accumulated earnings and profits (“E&P”) of foreign subsidiaries (the “Toll Charge”). The Toll Charge is based in part of the amount of E&P held in cash and other specific assets as of December 31, 2017. The Toll Charge can be paid over an eight-year period, starting in 2018, and will not accrue interest. Additionally, under the provisions of the Tax Act, for taxable years beginning after December 31, 2017, the foreign earnings of Jerash Garments and its subsidiaries are subject to U.S. taxation at the Jerash Holdings level under the new Global Intangible Low-Taxed Income (“GILTI”) regime.

Interim income tax expenses or benefit is recognized based on the Company’s estimated annual effective tax rate, which is based upon the tax rate expected for the full fiscal year applied to the pretax income or loss of the interim period. The Company’s consolidated effective tax rate for the three and six months ended September 30, 2022 was 28.4% and 26.6%, respectively, and differed from the effective statutory federal income tax rate of 21.0%, primarily due to GILTI adjustments, foreign tax rate differentials, and valuation allowance adjustments.

NOTE 17 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 14, 2022, the date that the unaudited condensed consolidated financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement, except for the following:

On November 4, 2022, the Board of Directors approved the payment of a dividend of $0.05 per share, payable on or about November 28, 2022 to stockholders of record as of the close of business on November 18, 2022.


Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q.

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”).statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenuesrevenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in this Quarterly Report, particularly under the headings “Risk Factors” section included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andin subsequent reports that we file with the U.S. Securities and Exchange Commission (the “SEC”).

 

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.

 

Notwithstanding the above, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), expressly states that the safe harbor for forward looking statements does not apply to companies that issue penny stocks. Accordingly, the safe harbor for forward looking statements under the PSLRA is not currently available to the Company because we may be considered to be an issuer of penny stock.

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this Quarterly Report, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our prospectus dated OctoberAnnual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on June 27, 2017 (File No. 333-218991).2022. References to fiscal 2019, fiscal 20182023 and fiscal 20172022 in this Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to our fiscal yearsyear ending March 31, 2019,2023, and fiscal year ended March 31, 20182022, respectively.

Impact of COVID-19 on Our Business

Collectability of Receivables. We had accounts receivable of $4.0 million as of September 30, 2022, out of which $3.9 million had been received through November 1, 2022. Two major customers have started to offer early payment alternatives since May and March 31, 2017, respectively.July 2021, which have shortened payment terms to below 10 days from submission of documents. See “—Liquidity and Capital Resources” for more details.

 

Inventory. We had inventory of $36.4 million as of September 30, 2022, substantially for orders scheduled to be shipped within fiscal 2023.

Investments and Capital Expenditures. We acquired two pieces of land in fiscal 2020 for the construction of dormitory and production facilities. Due to the COVID-19 pandemic, management previously decided to hold off the construction to wait for a clearer picture on customer demand. As customer orders recovered to a satisfactory level, in April 2021, management decided to resume the preparation work for the dormitory construction, which is expected to be completed and ready for use in fiscal 2023. In June and July 2021, we entered into two Sale and Purchase Contracts to acquire a garment factory and the factory land. The acquisition of the factory operation was completed in October 2021, while the acquisition of the entity holding the land and building where the factory operation is located, Kawkab Venus, was completed in August 2022. On June 22, 2022, Treasure Success entered into a Sale and Purchase Agreement with Wong Bing Lun and Chow Lai Ming (the “Sellers”). Pursuant to the agreement, the Sellers agreed to sell, and Treasure Success agreed to purchase, 100% of the ownership interests and the Sellers’ benefit of the shareholder/director loans in Ever Winland for a consideration of HKD39.6 million (approximately $5.1 million). Ever Winland holds office premises, which are leased to Treasure Success. The acquisition was completed on August 29, 2022.


Revenue. For the quarter ended September 30, 2022, our sales were $37.8 million, which represented an approximate 17% decrease from that of the same period in fiscal 2022. We continue to proactively communicate with our existing customers to reconfirm their orders and shipment schedules for the rest of fiscal 2023. The decrease was mainly because of a decrease in sales to two of our major customers in the U.S.

Liquidity/Going Concern. As of September 30, 2022, we had approximately $24.5 million of cash and restricted cash and net current assets of approximately $47.5 million with a current ratio of 3.2 to 1. In addition, we had banking facilities with aggregate limits of $5.0 million with approximately $1.1 million outstanding as of September 30, 2022. Given the above, we believe that we will have sufficient financial resources to maintain as a going concern in fiscal 2023.

Results of Operations

 

Three months ended December 31, 2017September 30, 2022 and December 31, 20162021

The following table summarizes the results of our operations during the three monththree-month periods ended December 31, 2017September 30, 2022 and 20162021, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

(All amounts, other than percentages, in thousands of U.S. dollars)

 

  Three Months Ended
December  31, 2017
  Three Months Ended
December 31, 2016
  Period over Period Increase
(Decrease)
 
Statement of Income Data: Amount  As % of
Sales
  Amount  As % of
Sales
  Amount  % 
Revenue $11,544   100% $12,616   100% $(1,072)  (8)%
Cost of goods sold  7,792   67%  8,874   70%  (1,082)  (12)%
Gross profit  3,752   33%  3,742   30%  10   0%
Selling, general and administrative expenses  1,557   14%  1,348   11%  209   16%
Other expense (income), net  (12)  0%  4   0%  (16)  (400)%
Net income $2,207   19% $2,390   19% $(183)  (8)%

20

  Three Months Ended
September 30, 2022
  Three Months Ended
September 30, 2021
  Period over Period
Increase (Decrease)
 
Statement of Income Data: Amount  As %
of Sales
  Amount  As %
of Sales
  Amount  % 
Revenue $37,825   100% $45,711   100% $(7,886)  (17)%
Cost of goods sold  30,908   82%  35,606   78%  (4,698)  (13)%
Gross profit  6,917   18%  10,105   22%  (3,188)  (32)%
                         
Selling, general and administrative expenses  4,308   11%  4,178   9%  130   3%
Stock-based compensation expenses  -   -%  315   1%  (315)  (100)%
Other expenses, net  105   0%  121   0%  (16)  (13)%
Net income before taxation $2,504   7% $5,491   12% $(2,987)  (54)%
Income tax expenses  712   2%  1,050   2%  (338)  (32)%
Net income $1,792   5% $4,441   10%  (2,649)  (60)%

 

Revenue.Revenue decreased by approximately $1.1$8 million, or 8%17%, to $11.5 million, for the three months ended December 31, 2017 from approximately $12.6 million for the same period in fiscal 2017. The decrease was mainly the result of expedited shipments of Fall/Winter outerwear driven by customer demands in August 2017 and September 2017, causing an increase of approximately 31% in revenue to $27.5$37.8 million, for the three months ended September 30, 2017, against2022, from approximately $45.7 million for the same period in fiscal 2017,2022. The decrease was mainly due to a decrease in sales to two of our major export customers.


The following table outlines the dollar amount and a lowerpercentage of total sales to our customers for the three months ended December 31, 2017.September 30, 2022 and 2021.

 

Revenue by Geographic Area

(All amounts, other than percentages, in thousands of U.S. dollars)

 

  Three Months Ended
December 31, 2017
  Three Months Ended
December 31, 2016
  Period over Period
Increase (decrease)
 
Region Amount  %  Amount  %  Amount  % 
United States $8,496   74% $11,452   91% $(2,956)  (26)%
Jordan  2,519   22%  949   8%  1,570   165%
Others  529   4%  215   1%  314   146%
Total $11,544   100% $12,616   100% $(1,072)  (8)%
  Three Months Ended
September 30, 2022
  Three Months Ended
September 30, 2021
 
  Sales     Sales    
  Amount  %  Amount  % 
VF Corporation (1) $24,292   64% $36,473   80%
Dynamic  3,979   11%  169   0%
New Balance  3,881   10%  6,468   14%
GIII  2,482   7%  1,012   2%
Soriana  548   1%  1,250   3%
Others  2,643   7%  339   1%
Total $37,825   100% $45,711   100%

 

(1)A large portion of our products are sold under The North Face brand that is owned by VF Corporation.

According to the

Revenue by Geographic Area

(All amounts, other than percentages, in thousands of U.S. Customs and Border Protection Jordan Free Trade Treaty, which became effective December 2001,dollars)

  Three Months Ended
September 30, 2022
  Three Months Ended
September 30, 2021
  Period over Period
Increase (Decrease)
 
Region Amount  %  Amount  %  Amount  % 
United States $35,101   93% $44,241   97% $(9,140)  (21)%
Jordan  1,278   3%  141   0%  1,137   806%
Others  1,446   4%  1,329   3%  117   9%
Total $37,825   100% $45,711   100% $(7,886)  (17)%

Since January 2010, all apparel manufactured in Jordan can be exported to the U.S. without customs duty being imposed, pursuant to the United States-Jordan Free Trade Agreement entered into in December 2001. This free trade agreement provides us with free duty. This treaty provides substantial benefits tocompetitiveness and benefit that allowed us by allowing us to compete and to expand our garment export business in the U.S. Due to the reason mentioned above, some Fall/Winter season shipments were expedited and shipped prior to September 30, 2017, resulting in a

The decrease of approximately 21% in sales to the U.S. by approximately 26% forduring the three months ended December 31, 2017. Revenue fromSeptember 30, 2022, was mainly attributable to lower sales to two of our major export customers and higher inflation and general inventory levels reported in the U.S.

During the three months ended September 30, 2022, aggregate sales to Jordan and other locations, such as Hong Kong and China, increased by 85% from approximately 165% and 146%, respectively,$1.5 million to $2.7 million from the same period last year as we managedmore domestic orders were received to capture the increased demandsfill up capacity released from Jordan and other locations to narrow the decrease in total revenue to approximately 8% for the three months ended December 31, 2017.lower export demands.

 

Cost of goods sold.sold. Following the decrease in sales revenue, our cost of goods sold decreased by approximately $1.1$4.7 million, or 12%13%, to approximately $7.8$31.0 million, for the three months ended December 31, 2017 compared toSeptember 30, 2022, from approximately $8.9$35.6 million for the same period in fiscal 2017.2022. As a percentage of revenues,revenue, the cost of goods sold decreasedincreased by approximately 3%4% points to 67%82% for the three months ended December 31, 2017 compared to 70%September 30, 2022 from 78% for the same period in fiscal 2017.2022. The decreaseincrease in cost of goods sold as a percentage of revenuesrevenue was primarily attributable to improved production efficiency and athe higher proportion of local consignmentdomestic orders received, which cause nothat typically generate lower margin.


For the three months ended September 30, 2022, we purchased 23%, 20%, and 10% of our raw material cost to be incurred.materials from three major suppliers, respectively. For the three months ended September 30, 2021, we purchased approximately 25% and of our garments from one major supplier.

 

Gross profit marginmargin.. Gross profit margin was approximately 33%18% for the three months ended December 31, 2017, an increase of approximately 3%September 30, 2022, which decreased by 4% points from 30%22% for the same period in fiscal 2017.The increase2022. The decrease in gross profit margin was attributable to improved production efficiency and a higherprimarily driven by the lower proportion of local consignmentexport orders received, which cause no raw material cost to be incurred.that typically generate higher margin.

 

Selling, general and administrativeOperating expenses. Selling, general and administrativeOperating expenses increased bydecreased 4% , or approximately 16% from approximately $1.3$0.2 million, for the three months ended December 31, 2016September 30, 2021, to approximately $1.6$4.3 million for the three months ended September 30, 2022, from approximately $4.5 million for the same period in fiscal 2018.2022. The increasedecrease was primarily due to increasesstock-based compensation expenses of approximately $315,000 in fiscal 2022 while there was $nil in the quarter in fiscal 2023, offsetting by an increase in expenses in relation to expand merchandisingforeign worker travelling expenses for the expansion in the Hong Kong office, expenses relating to banking and finance functions, and legal and professional fees relating to the private placement offering, compliance costs and the preparation for a potential public offering.total group workforce.


Other income/expense, netexpenses, net.. Other income,expenses, net was approximately $12,000$105,000 for the three months ended December 31, 2017,September 30, 2022, as compared to other expense,expenses, net of approximately $4,000$121,000 for the same period in fiscal 2017. This increase2022. The decrease was primarily due to government subsidies to Jiangmen Treasure Success and Treasure Success by offsetting the foreign currency exchange gain from converting Jordanian Dinars to U.S. Dollars for financial reporting.increase in interest expenses.

  

Income tax expenses. Income tax expenses for the three months ended September 30, 2022 were approximately $712,000 compared to income tax expenses of $1,050,000 for the same period in fiscal 2022. The increase in the effective tax rate mainly resulted from the increase of corporate income tax rate in Jordan from a combined rate of 17% to 19% or 20% since January 1, 2022, and the increase in valuation allowance provided on deferred tax assets related to increased operating losses in our U.S entities. The effective tax rate was up to 28.4% for the three months ended September 30, 2022, as compared to 19.1% for the three months ended September 30, 2021.

Net income.Net income for the three months ended December 31, 2017 decreased bySeptember 30, 2022 was approximately 8%$1.8 million compared to $2.2net income of approximately $4.4 million from approximately $2.4 million.for the same period in fiscal 2022. The decrease was mainly attributable to increases in expenseslower sales to expand merchandising in the Hong Kong office, expenses relating to banking and finance functions, and legal and professional fees relating to the private placement offering, compliance costs and the preparation for a potential public offering.two of our major export customers.

NineSix months ended December 31, 2017September 30, 2022 and December 31, 20162021

The following table summarizes the results of our operations during the nine monthssix-month periods ended December 31, 2017September 30, 2022 and 20162021, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

(All amounts, other than percentages, in thousands of U.S. dollars)

 

  Nine Months Ended
December 31, 2017
  Nine Months Ended
December 31, 2016
  Period over Period
Increase (Decrease)
 
Statement of Income
Data:
 Amount  As % of Sales  Amount  As % of Sales  Amount  % 
Revenue $60,443   100% $49,869   100% $10,574   21%
Cost of goods sold  44,623   74%  38,673   78%  5,950   15%
Gross profit  15,820   26%  11,196   22%  4,624   41%
Selling, general and administrative expenses  4,433   7%  3,294   7%  1,139   35%
Other expense (income), net  (1)  0%  29   0%  (30)  (103)%
Net income $11,388   19% $7,873   16% $3,515   45%
  Six Months Ended
September 30, 2022
  Six Months Ended
September 30, 2021
  Period over Period
Increase (Decrease)
 
Statement of Income
Data:
 Amount  As %
of Sales
  Amount  As %
of Sales
  Amount  % 
Revenue $71,262   100% $75,600   100% $(4,338)  (6)%
Cost of goods sold  57,722   81%  59,864   79%  (2,142)  (4)%
Gross profit  13,540   19%  15,736   21%  (2,196)  (14)%
                         
Selling, general, and administrative expenses  8,327   12%  7,463   10%  864   12%
Stock-based compensation expenses  295   0%  316   1%  (21)  (7)%
Other expenses, net  133   0%  113   0%  20   18%
Net income before taxation $4,785   7% $7,844   10% $(3,059)  (39)%
Income tax expenses  1,272   2%  1,468   2%  (196)  (13)%
Net income $3,513   5% $6,376   8% $(2,863)  (45)%

 

Revenue.Revenue increaseddecreased by approximately $10.5$4.3 million, or 21%6%, to approximately $60.4$71.3 million, for the ninesix months ended December 31, 2017September 30, 2022, from approximately $49.9$75.6 million for the same period in fiscal 2017.2022. The increasedecrease was mainly due to the result of expanding our business with onedecrease in sales to two of our major customers and the economic recovery ofin the U.S., which remains


The following table outlines the dollar amount and percentage of total sales to our major export destination. Approximately 91% and 93% of our products were exported tocustomers for the U.S. in the ninesix months ended December 31, 2017September 30, 2022 and 2016,2021, respectively.

 

Revenue by Geographic Area

(All amounts, other than percentages, in thousands of U.S. dollars)

 

  Nine Months Ended
December 31, 2017
  Nine Months Ended
December 31, 2016
  Period over Period
Increase
 
Region Amount  %  Amount  %  Amount  % 
United States $54,835   91% $46,618   93% $8,217   18%
Jordan  4,826   8%  2,958   6%  1,868   63%
Others  782   1%  293   1%  489   167%
Total $60,443   100% $49,869   100% $10,574   21%

  Six Months Ended
September 30, 2022
  Six Months Ended
September 30, 2021
 
  Sales     Sales    
  Amount  %  Amount  % 
VF Corporation(1) $46,359   65% $56,683   75%
New Balance  11,478   16%  15,685   21%
Dynamic  4,073   6%  195   0%
GIII  3,952   6%  1,012   1%
Soriana  954   1%  1,250   2%
Others  4,446   6%  775   1%
Total $71,262   100% $75,600   100%

According to the

(1)A large portion of our products are sold under The North Face brand that is owned by VF Corporation.

Revenue by Geographic Area

(All amounts, other than percentages, in thousands of U.S. Customs and Border Protection Jordan Free Trade Treaty, which became effective in December 2001,dollars)

  Six Months Ended
September 30, 2022
  Six Months Ended
September 30, 2021
  Period over Period
Increase (Decrease)
 
Region Amount  %  Amount  %  Amount  % 
United States $66,508   93% $73,693   97% $(7,185)  (10)%
Jordan  2,756   4%  301   1%  2,455   816%
Others  1,998   3%  1,606   2%  392   24%
Total $71,262   100% $75,600   100% $(4,338  (6)%

Since January 2010, all apparel manufactured in Jordan can be exported to the U.S. without customs duty being imposed, pursuant to the United States-Jordan Free Trade Agreement entered into in December 2001. This free trade agreement provides us with free duty. This treaty provides substantial benefits tocompetitiveness and benefit that allowed us by allowing us to compete and to expand our garment export business in the U.S. Our

The decrease of approximately 10% in sales to the U.S. during the six months ended September 30, 2022 was mainly attributable to the decrease in sales to our two major customers in the U.S. and higher inflation and general inventory levels.

During the six months ended September 30, 2022, aggregate sales to Jordan and other locations, such as Hong Kong and China, increased by 149% from approximately 18% for the nine months ended December 31, 2017 as compared$1.9 million to $4.8 million from the same period in fiscal 2017. Accordinglast year as our factories took up more domestic orders to the Major Shippers Report issued byfill up the Office of Textiles and Apparel under the U.S. Department of Commerce, U.S. global apparel import recorded a decrease of approximately 0.5% to $80.3 billion in the twelve month period ended December 31, 2017production capacity released from approximately $80.7 billion in 2016. On the other hand, U.S. apparel importlower demands from Jordan increased by approximately 8% to approximately $1.4 billion in the twelve month period ended December 31, 2017 from approximately $1.3 billion in 2016. Our sales growth ratio has been exceeding industrial average growth ratios, and we believe we still have the ability to expand our garment export business in the U.S.

 


Cost of goods sold.sold. Following the growthdecrease in sales revenue, our cost of goods sold increaseddecreased by approximately $5.9$2.1 million, or 15%4%, to approximately $44.6$57.8 million for the ninesix months ended December 31, 2017September 30, 2022 from approximately $38.7$59.9 million for the same period in fiscal 2017.2022. As a percentage of revenues,revenue, the cost of goods sold decreasedincreased by approximately 4%2% points to 74%81% for the ninesix months ended December 31, 2017September 30, 2022 from 78%79% for the same period in fiscal 2017.2022. The decreaseincrease in cost of goods sold as a percentage of revenuesrevenue was primarily attributable to thea higher proportion of domestic orders that typically generate lower fixed cost per unit, reflecting increases in production volume and efficiency.margin.

 

For the six months ended September 30, 2022, we purchased 15% and 13% of our raw materials from two major suppliers, respectively. For the six months ended September 30, 2021, we purchased 16% of our garments from one major supplier.

Gross profit marginmargin.. Gross profit margin was approximately 26%19% for the ninesix months ended December 31, 2017, reflecting an increase of approximately 4%September 30, 2022, which decreased by 2% points from 22%21% for the same period in fiscal 2017.2022. The increasedecrease in gross profit margin was primarily driven by a lower proportion of export orders that typically generate higher selling price, the economies of scale in general, and improved production efficiency.gross margin.

 

Selling, general and administrativeOperating expenses. Selling, general and administrativeOperating expenses increased by approximately 35%11% from approximately $3.3$7.8 million for the ninesix months ended December 31, 2016September 30, 2021, to approximately $4.4$8.6 million for the six months ended September 30, 2022. The increase was primarily due to an increase in headcounts from the acquisition of MK Garments, and an increase in expenses in relation to foreign worker travelling expenses for the expansion in total group workforce to over 5,600 as of September 30, 2022.

Other expenses net. Other expenses, net was approximately $133,000 for the six months ended September 30, 2022, as compared to other expenses, net of approximately $113,000 for the same period in fiscal 2022. The increase in other expenses was primarily due to the increase in interest expenses by offsetting government subsidies to Jiangmen Treasure Success and Treasure Success.

Income tax expenses. Income tax expenses for the six months ended September 30, 2022 were approximately $1.3 million compared to income tax expenses of approximately $1.5 million for the same period in fiscal 2018.2022. The increase wasin the effective tax rate mainly attributableresulted from the increase of corporate income tax rate in Jordan from a combined rate of 17% to the establishment of a sales and merchandising office in Hong Kong in October 201619% or 20% since January 1, 2022, and the increase in legal and professional fees relatingvaluation allowance provided on deferred tax assets related to the private placement offering, compliance costs and the preparation for a potential public offering.

Other income/expense, net. Other income, netincreased operating losses in our U.S entities. The effective tax rate was approximately $1,300up to 26.6% for the ninesix months ended December 31, 2017, mainly due to the conversion of Jordanian Dinars to U.S. Dollars for financial reporting purposes, asSeptember 30, 2022, compared to other expense, net of approximately $28,50018.7% for the same period in fiscal 2017.six months ended September 30, 2021.

 

Net income.Net income for the ninesix months ended December 31, 2017 increasedSeptember 30, 2022 was approximately 45% to $11.4$3.5 million as compared to $7.9net income of approximately $6.4 million for the same period in fiscal 2017.2022. The increasedecrease was mainly attributable to the 21% increase in revenue and the improvement in gross profit margin from approximately 22% for the nine months ended December 31, 2016lower sales to approximately 26% in the same period in fiscal 2018, for the reasons mentioned above.two of our major export customers.

 

Liquidity and Capital Resources

 

We areJerash Holdings (US), Inc. is a holding company incorporated in the U.S. We may needDelaware. As a holding company, we rely on dividends and other distributions on equity from our Jordanian and Hong Kong subsidiaries to satisfy our liquidity requirements. Current Jordanian regulations permit our Jordanian subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with Jordanian accounting standards and regulations. In addition, our Jordanian subsidiaries are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends. We have relied on direct payments of expenses by our subsidiaries (which generate all of our revenues)revenue) to meet our obligations to date. To the extent payments are due in U.S. dollars, we have occasionally paid such amounts in Jordanian Dinar (“JOD”)JOD to an entity controlled by our management capable of paying such amounts in U.S. dollars. Such transactions have been made at prevailing exchange rates and have resulted in immaterial losses or gains on currency exchange.exchange but no other profit.

 


As of December 31, 2017,September 30, 2022, we had cash of approximately $14.3$23.0 million and restricted cash of approximately $3.5$1.4 million which is the security depositcompared to cash of approximately $25.2 million and restricted cash of approximately $1.4 million as of March 31, 2022. The decrease in total cash was mainly a result of increase in capital expenditures and payments for obtaining the credit facilities from HSBC.dividend in this period.


Our current assets as of December 31, 2017September 30, 2022 were approximately $32.5$68.7 million and our current liabilities were approximately $3.9$21.1 million, which resulted in a ratio of approximately 8.3:3.2 to 1. As of March 31, 2022, our current assets were approximately $69.9 million and our current liabilities were $14.1 million, resulting in a ratio of 4.9 to 1.

The primary drivers in the decrease in current assets were the decrease in cash for capital investments and dividend payments in this period.

The primary driver in the increase in current liabilities was an increase in accounts payable for raw material purchases.

Total equity as of December 31, 2017September 30, 2022 was approximately $35.0 million.$71.0 million compared to $69.3 million as of March 31, 2022.

 

NetWe had net working capital of approximately $28.6$47.5 million and $55.7 million as of DecemberSeptember 30, 2022 and March 31, 2017 was approximately 5.2 times2022, respectively. Based on our current operating plan, we believe that cash on hand and cash generated from operating activities will be sufficient to support our working capital needs for the monthly averagenext 12 months from the date of this Quarterly Report is released.

Since May and October 2021, we have participated in supply chain financing programs of two of our aggregate cost ofmajor customers, respectively. The programs allow us to receive early payments for approved sales selling, generalinvoices submitted by us through the bank the customer cooperates with. For any early payments received, we are subject to an early payment charge imposed by the customer’s bank, for which the rate is London Interbank Offered Rate plus a spread. The arrangement allows us to have better liquidity without the need to incur administrative charges and administrative expenses, and other expense (income), nethandling fees as in the nine months ended December 31, 2017.bank financing.

 

We have funded our working capital needs from our operations. Our working capital requirements are influenced by the level of our operations, the numerical and dollar volume of our sales contracts, the progress of execution on our customer contracts, and the timing of accounts receivable collections.

 

Credit Facilities

 

On May 29, 2017, our wholly owned subsidiary,SCBHK Facility Letter

Pursuant to the SCBHK facility letter dated June 15, 2018, and issued to Treasure Success entered into a facility letter (“Facility Letter”) with Hong Kong and Shanghai Banking Corporation (“HSBC”)by SCBHK, SCBHK offered to provide credit to us. Under the terms of the Facility Letter, we have a total credit limit of $8,000,000. The Facility Letter provides us with various credit facilities for importing and settling goods from our suppliers. The available credit facilities as described in greater detail below includes an import facility of up to $3.0 million to Treasure Success. The SCBHK facility covered import facilitiesinvoice financing and pre-shipment financing under export orders with a combined limit of $3 million. SCBHK charged interest at 1.3% per annum over SCBHK’s cost of funds. The SCBHK facility was activated on January 31, 2019. In June 2022, we were informed by SCBHK that the facility was cancelled due to persistently low usage and zero loan againstoutstanding.

DBSHK Facility Letter

Pursuant to the DBSHK facility letter dated January 12, 2022, DBSHK provided a bank facility of up to $5.0 million to Treasure Success. Pursuant to the agreement, DBSHK agreed to finance cargo receipt, trust receipt, account payable financing, and certain type of import trust receipts, clean import loan, and advancesinvoice financing up to us against purchase orders. HSBC charges an aggregate of $5.0 million. The DBSHK facility bears interest rate ofat 1.5% per annum over LIBOR or HIBOR, as applicable,Hong Kong Interbank Offered Rate for credit related to the release of goods immediately on our documentary credit.

HSBC charges a commission of: i) 0.25% for the first $50,000, ii) 0.125% for the balance in excess of $50,000HKD bills and up to $100,000 and iii) 0.0625% for balance in excess of $100,000 and an interest rate of 1.5%1.3% per annum over LIBOR or HIBOR, as applicable,DBSHK’s cost of funds for credit related to trust receipts whereby HSBC has titleforeign currency bills. The facility is guaranteed by Jerash Holdings and became available to the goods or merchandise released immediately to us. HSBC has approved certain of our suppliers that are eligible to use clean import loans. HSBC charges a commission of: i) 0.25% for the first $50,000, ii) 0.125% for the balance in excess of $50,000 and up to $100,000 and iii) 0.0625% for balance in excess of $100,000 and an interest of 1.5% per annum over LIBOR or HIBOR, as applicable, for credit services related to clean import loans or release of the goods or merchandise basedCompany on evidence of delivery or invoice. HSBC will advance up to 70% of the purchase order value in our favor. HSBC charges a handling fee of 0.25% and an interest rate of 1.5% per annum over LIBOR or HIBOR, as applicable, for credit services related to advances.

The Facility Letter is collateralized by the guarantees of us and Jerash Garments, and the personal guarantees by Mr. Choi Lin Hung and Mr. Ng Tsze Lun. Jerash Garments is also required to maintain an account at HSBC for receiving payments from VF Sourcing Asia S.A.R.L. and its related companies. In addition, to secure the Facility Letter, we granted HSBC a charge of $3,000,000 over the Company’s deposits.

The Facility Letter is subject to review at any time and valid until May 1, 2018. HSBC has discretion on whether to renew the Facility Letter prior to expiration.June 17, 2022. As of DecemberSeptember 30, 2022 and March 31, 2017, $947,655 was2022, we had approximately $1.1 million and $nil outstanding under the Facility Letter. Borrowings under the Facility Letter are due within 120 days of each borrowing date or upon demand by HSBC.this DBSHK facility, respectively.


 

On June 5, 2017, Treasure Success entered into an Offer Letter - Invoice Discounting / Factoring Agreement and on August 21, 2017, Treasure Success entered into the Invoice Discounting/Factoring Agreement (together, the “Factoring Agreement”) with HSBC for certain debt purchase services related to our accounts receivables. Under the terms of the Factoring Agreement, we may borrow up to $12,000,000. In exchange for advances on eligible invoices from HSBC for our approved customers, HSBC charges a fee to advance such payments at a discounting charge of 1.5% per annum over 1 month LIBOR or HIBOR, as applicable. Such fee accrues on a daily basis on the amount of funds in use. HSBC has final determination of the percentage amount available for prepayment from each of our approved customers. We may not prepay an amount from a customer in excess of 85% of the funds available for borrowing.


HSBC also provides credit protection and debt services related to each of our preapproved customers. For any approved debts or collections assigned to HSBC, HSBC charges a flat fee of 0.35% on the face value of the invoice for such debt or collection. We may assign debtor payments that are to be paid to HSBC within 90 days, defined as the maximum terms of payment. We may receive advances on invoices that are due within 30 days of the delivery of our goods, defined as the maximum invoicing period.

The advances made by HSBC are collateralized by the guarantees of us and Jerash Garments, and the personal guarantees by Mr. Choi Lin Hung and Mr. Ng Tsze Lun. In addition, to secure the Factoring Agreement, we granted HSBC a charge of $3,000,000 over our deposits. If we fail to pay any sum due to HSBC, HSBC may charge a default interest at the rate of 8.5% per annum over the best lending rate quoted by HSBC on such defaulted amount.

The Factoring Agreement is subject to the review by HSBC at any time, and valid until May 1, 2018. Either party may terminate the agreement subject to a 30 days’ notice period. As of December 31, 2017, there was $596,127 outstanding under the Factoring Agreement. Amounts borrowed under the Factoring Agreement are due within 120 days of each borrowing date or upon demand by HSBC.

Based on our current operating plan, we believe that our cash on hand and cash generated from operations will be sufficient to meet our working capital requirements for our current operations over the next twelve months.

Nine

Six months ended December 31, 2017September 30, 2022 and 20162021

 

The following table sets forth a summary of our cash flows for the periods indicated:

 

(All in amounts in thousands of U.S. dollars)

 

  Nine months ended December 31, 
  2017  2016 
Net cash (used)/provided by operating activities $10,678  $6,545 
Net cash (used)/provided in investing activities  (393)  (373)
Net cash used in financing activities  417   (6,000)
Effect of exchange rate changes on cash  (11)  11 
Net increase in cash  10,691   183 
Cash, beginning of nine month period  3,654   2,824 
Cash, end of nine month period $14,345  $3,007 
  Six months ended
September 30,
 
  2022  2021 
Net cash provided by operating activities $9,638  $10,223 
Net cash used in investing activities  (10,451)  (5,075)
Net cash used in financing activities  (985)  (1,746)
Effect of exchange rate changes on cash  (334)  80 
Net (decrease) increase in cash  (2,132)  3,482 
Cash and restricted cash, beginning of six-month period  26,583   22,860 
Cash and restricted cash, end of six-month period $24,451  $26,342 

Operating Activities

 

Net cash provided by operating activities was approximately $10.7$9.6 million for the ninesix months ended December 31, 2017,September 30, 2022, compared to cash provided by operating activities of approximately $6.5$10.2 million for the same period in fiscal 2017.2022. The increasedecrease in net cash provided by operating activities was primarily attributable to the following factors:

 

·Net profit of approximately $11.4 million for reasons mentioned above;
·A decreasean increase in inventory of approximately $12.4$8.2 million as of December 31, 2017in the six months ended September 30, 2022 compared to March 31, 2017 duea decrease of $4.5 million in the same period in fiscal 2022;
a decrease in accounts receivable of $7.0 million in the six months ended September 30, 2022 compared to an increase of $1.4 million in sales; andthe same period in fiscal 2022;
·A
an increase of advance to suppliers of $1.0 million compared to a decrease of $1.1 million in the same period in fiscal 2022;
an increase of accounts payable of approximately $8.8$5.7 million as of December 31, 2017 asin the six months ended September 30, 2022 compared to March 31, 2017 duea decrease of $3.4 million in the same period in fiscal 2022; and
a decrease of net income to settlement for purchases$2.9 million in earlier months.the six months ended September 30, 2022 from a net income of $6.4 million in the same period in fiscal 2022.

Investing Activities

 

Net cash used in investing activities was approximately $0.4$10.5 million for both the ninesix months ended December 31, 2017 and 2016.September 30, 2022, compared to approximately $5.1 million in the same period in fiscal 2022. The net cash providedused in investing activities remained flat andin the six months ended September 30, 2022 was mainly attributable to purchases ofused in investment in property, plant, and equipmentmachinery including the ongoing construction of $0.7 milliona dormitory and the settlement of other receivables with a related party of $0.3 million.factory expansion, and considerations paid to acquire Ever Winland and Kawkab Venus. 


Financing Activities

 

Net cash providedused in financing activities was approximately $0.4$1 million for the ninesix months ended December 31, 2017. The cash outflow mainly resulted fromSeptember 30, 2022, including dividend payments of approximately $1.2 million, payments for share repurchase of approximately $0.5 million, and settlement to a fixed depositrelated party of $3.0approximately $0.3 million, in a bank as collateral for bank facilities granted to Treasure Success International Limited, theoffsetting by net proceeds from the private placement of $1.8 million, and a short-term bank loanloans of approximately $0.9$1.1 million. There was a net cash outflow of approximately $1.7 million underin the bank facilities given to Treasure Success International Limited.same period in fiscal 2022 resulting from dividend payments and repayment of short-term loans.


 

Statutory Reserves

 

In accordance with the Corporate Lawcorporate law in Jordan, theour subsidiaries in Jordan are required to make appropriations to certain reserve funds, based on net income determined in accordance with generally accepted accounting principles inof Jordan. Appropriations to the statutory reserve are required to be 10% of net income until the reserve is equal to 100% of the entity’s share capital. ThisJiangmen Treasure Success is required to set aside 10% of its net income as statutory surplus reserve until such reserve is equal to 50% of its registered capital, in accordance with corporate laws in China. These reserves are not available for dividend distribution. As our subsidiaries have already reserved the maximum required by law, they did notThe statutory reserve any additional amounts during the nine months ended December 31, 2017was approximately $0.4 million and 2016.approximately $0.3 million as of September 30, 2022 and 2021, respectively.

 

The following table provides the amount of our statutory reserves, the amount of restricted net assets, consolidated net assets, and the amount of restricted net assets as a percentage of consolidated net assets, as of December 31, 2017September 30, 2022 and 2016.2021. 

 

  As of December 31, 
  2017  2016 
Statutory Reserves $72  $72 
Total Restricted Net Assets $72  $72 
Consolidated Net Assets $35,028  $22,018 
Restricted Net Assets as Percentage of Consolidated Net Assets  0.21%  0.33%

(All amounts, other than percentages, in thousands of U.S. dollars)

 

  As of September 30, 
  2022  2021 
Statutory Reserves $379  $346 
Total Restricted Net Assets $379  $346 
Consolidated Net Assets $70,987  $62,030 
Restricted Net Assets as Percentage of Consolidated Net Assets  0.53%  0.56%

Total restricted net assets accounted for approximately 0.21%0.53% of our consolidated net assets as of December 31, 2017.September 30, 2022. As discussed above, our subsidiaries in Jordan are only required to reserveset aside 10% of net profits untilto fund the reserve is equal to 100% of the subsidiary’s share capital. Our subsidiaries have already reserved the maximum amount required. . Westatutory reserves, we believe the potential impact of such restricted net assets on our liquidity is limited.

 

Capital Expenditures

 

We had capital expenditures of approximately $0.7$10.3 million and $0.4approximately $1.6 million for the ninesix months ended December 31, 2017September 30, 2022 and 2016, respectively,2021, for purchases of equipment in connection with our business activities and increase of capacity. Additions in plant and machinery, the construction of a dormitory and factory expansion, and the acquisitions of Ever Winland and Kawkab Venus, respectively. For the six months ended September 30, 2022, payments for additional plant and machinery, construction of a dormitory and factory expansion, the acquisition of Kawkab Venus, and the acquisition of Ever Winland amounted to approximately $463,000$0.4 million, $2.6 million, $2.2 million, and approximately $73,000 for$5.1 million, respectively. For the ninesix months ended December 31, 2017September 30, 2021, payments for additional plant and 2016, respectively,machinery, and additionspayments to additional properties and leasehold improvements amounted to approximately $135,000$0.4 million and $224,000$1 million, respectively.

On August 7, 2019, we completed a transaction to acquire 12,340 square meters (approximately three acres) of land in Al Tajamouat Industrial City, Jordan, from a third party to construct a dormitory for our employees with aggregate purchase price JOD863,800 (approximately $1,218,303). Management has revised the nine months ended December 31, 2017plan to construct both dormitory and 2016, respectively.production facilities on the land in order to capture the increasing demand for our capacity. We are conducting engineering design and study on this project and we plan to begin construction after a thorough and complete assessment of the impact of the current inflation on customer demands.

 

In 2015,On February 6, 2020, we commencedcompleted a projecttransaction to acquire 4,516 square meters (approximately 48,608 square feet) of land in Al Tajamouat Industrial City, Jordan, from a third party to construct a dormitory for our employee with aggregate purchase price JOD313,501 (approximately $442,162). We expect to spend approximately $8.2 million in capital expenditures to build a 450 square meter workshopthe dormitory. Due to the ongoing COVID-19 pandemic, management decided to put on hold the construction project in fiscal 2021 to retain financial resources to support our operations, and also to wait and see how the Tafilah Governorate of Jordan, which will primarily be used as a sewing workshop for Jerash Garments. This project is expected to cost $230,000global economy and customer demand recover after the outbreak. The preparation work resumed in early 2021 and construction work commenced in April 2021. The dormitory is expected to be completed and ready for use in the middle of calendar year 2018.fiscal 2023.

 

On July 14, 2021, we, through our wholly owned subsidiary Jerash Garments, entered into a Sale and Purchase Contract (the “Kawkab Agreement”) with Kawkab Venus Dowalyah Lisenaet Albesah (the “Kawkab Seller”). Pursuant to the Kawkab Agreement, the Kawkab Seller agreed to sell, and Jerash Garments agreed to purchase, 100% ownership interests in Kawkab Venus for a consideration of $2.7 million. Kawkab Venus holds land with factory premises only, which are leased to MK Garments. Kawkab Venus had no other significant assets or liabilities and no operation activities or employees at the time of acquisition. We completed this acquisition in August 2022.

On June 22, 2022, Treasure Success entered into a Sale and Purchase Agreement with the Sellers. Pursuant to the agreement, the Sellers agreed to sell, and Treasure Success agreed to purchase, 100% of the ownership interests and the Sellers’ benefit of the shareholder/director loans in Ever Winland for a consideration of HKD39.6 million (approximately $5.1 million). Ever Winland holds office premises, which are leased to Treasure Success. Ever Winland had no other significant assets or liabilities and no operation activities or employees at the time of acquisition. The acquisition was completed on August 29, 2022.


We project that wethere will usebe an aggregate of approximately $3.1$16 million to fund ourand $0.5 million of capital expenditures forin the fiscal 2018years ending March 31, 2023 and fiscal 20192024, respectively, for further enhancement of production capacity to meet future sales growth. We expect that our capital expenditures will increase in the future as our business continues to develop and expand. We have used cash generated from operations of our subsidiaries’ operationssubsidiaries to fund our capital commitments in the past and anticipate using such funds and proceeds received from our expected initial public offering to fund capital expenditure commitments in the future.


Off-balance Sheet Commitments and Arrangements

 

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements.

 

Critical Accounting Policies

 

We prepare our financial statements in conformity with accounting principles generally accepted by the United States of America (“U.S. GAAP”), which require us to make judgments, estimates, and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there waswere no material changes made to the accounting estimates and assumptions in the past three years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

 

We believe that the followingour accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

Revenue recognition

Revenue from product sales is recognized, netoperations are summarized in “Note 2—Summary of estimated provisions for sales allowances and returns, when the merchandise is shipped and title is transferred. Revenue is recognized when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists (sales agreements and customer purchase orders are used to determine the existence of an arrangement); (ii) delivery of goods has occurred and risks and benefits of ownership have been transferred, which is when the goods are received by the customer at its designated location in accordance with the sales terms; (iii) the sales price is both fixed and determinable; and (iv) collectability is reasonably assured. Most of the Company’s products are custom-made for large brand-name retailers. Historically, sales returns have been minimal.

Accounts receivable

Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for uncollectible accounts. The Company usually grants credit to customers with good credit standing with a maximum of 90 days and determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management's best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivables balances, with a corresponding charge recordedSignificant Accounting Policies” in the notes to our unaudited condensed consolidated statements of income and comprehensive income. Actual amounts received may differ from management's estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. No allowance was considered necessary as of December 31, 2017 and March 31, 2017.financial statements.

Recent Accounting Pronouncements

NewSee “Note 3—Recent Accounting Pronouncements Recently Adopted

In July 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-11, “Simplifying the Measurement of Inventory.” ASU No. 2015-11 changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is defined as the estimated selling pricesPronouncements” in the ordinary course of business; less reasonably predictable costs of completion, disposal and transportation. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim reporting periods within those fiscal years. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, 2018 using a prospective application. The adoption of this guidance did not have a material impact on the Company’snotes to our unaudited condensed consolidated financial statements for a discussion of recent accounting pronouncements.

Item 3. Quantitative and related disclosures.Qualitative Disclosures About Market Risk.


In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update addresses several aspects of the accounting for share-based compensation transactions including: (a) income tax consequences when awards vest or are settled, (b) classification of awards as either equity or liabilities, (c)

As a policy election to account for forfeitures as they occur rather than on an estimated basis and (d) classification of excess tax impacts on the statement of cash flows. The Company adopted this guidance in the first quarter of its fiscal year ended March 31, 2018, which did not have a material impact to the unaudited condensed consolidated financial statements and related disclosures. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement will be applied prospectively. The Company does not expect the impact to be material to the unaudited condensed consolidated results of operations; however, such determination is subject to change based on facts and circumstances at the time when awards vest or settle.

New Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU No. 2015-14, “Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date for ASU 2014-09 by one year. The guidance in ASU 2014-09 will be effective for the Company for fiscal years beginning after December 15, 2017, including interimsmaller reporting periods within those fiscal years. In March 2016, the FASB issued ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue versus Net)” (“ASU 2016-08”), which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard. In April 2016, the FASB issued ASU No. 2016-10, “Identifying Performance Obligations and Licensing” (“ASU 2016-10”), which reduces the complexity when applying the guidance for identifying performance obligations and improves the operability and understandability of the license implementation guidance. In May 2016, the FASB issued ASU No. 2016-12 “Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. Preliminarily, the Company plans to adopt Topic 606 using the retrospective transition method, and is continuing to evaluate the impact its pending adoption of Topic 606 will have on its consolidated financial statements. The Company believes that its current revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASU 2014-09. Potential adjustments to input measurescompany, we are not expected to be pervasive to the majority of the Company’s contracts. While no significant impact is expected upon adoption of the new guidance, the Company will not be able to make that determination until the time of adoption based upon outstanding contracts at that time.

In February 2016, the FASB issued ASU No. 2016-02, "Leases” to increase transparency and comparability among organizations by recognizing leased assets on the balance sheet with a corresponding liability and disclosing key information about leasing arrangements. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim reporting periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is evaluating the impact of the adoption of this revised guidance on its unaudited condensed consolidated financial statements and related disclosures.

In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting,” which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. For all entities, the ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The Company does not expect that adoption ofprovide this guidance will have a material impact on its unaudited condensed consolidated financial statements and related disclosures.information.


Item 4.Controls and Procedures

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 15d-15(e)) are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), based on their evaluation of the Company’sour disclosure controls and procedures as of December 31, 2017,September 30, 2022, concluded that the Company’sour disclosure controls and procedures were effective as of that date.

 

Changes in Internal Control Over Financial Reporting

 

This Quarterly Report does not include a report of management’s assessment regardingThere were no changes in our internal control over financial reporting due(as the term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the quarter ended September 30, 2022, that have materially affected, or are reasonably likely to the transition period established by the SEC for newly public companies.materially affect, our internal control over financial reporting.

 


JERASH HOLDINGS (US), INC.

PART II - OTHER INFORMATION

 

Item 1.Legal Proceedings

 

None.

Item 1A.Risk Factors

The following are factors that could have a significant impact on our operations and financial results and could cause actual results or outcomes to differ materially from those discussed in any forward-looking statements.

Risks Related to Our Business and Our Industry

We may require additional financing to fund our operations and capital expenditures.

On December 14, 2016, we paid a dividend in an amount equal to $5.3 million to our shareholders. As of December 31, 2017, we had cash and cash equivalents of approximately $14.3 million and restricted cash of approximately $3.5 million. There can be no assurance that our available cash, together with resources from our operations, will be sufficient to fund our operations and capital expenditures. In addition, our cash position may decline in the future, and we may not be successful in maintaining an adequate level of cash resources. Treasure Success entered into a secured credit facility with Hong Kong and Shanghai Banking Corporation (“HSBC”) for up to a minimum of $20,000,000 (the “Secured Credit Facility”) to finance the working capital needs of the Company. The Secured Credit Facility consists of (i) an $8,000,000 import credit facility with HSBC entered into on May 29, 2017 and (ii) a $12,000,000 invoice discounting/factoring facility entered into on August 21, 2017. On December 31, 2017, we had incurred $947,655 of indebtedness under the Secured Credit Facility. In addition, we may be required to seek additional debt or equity financing in order to support our growing operations. We may not be able to obtain additional financing on satisfactory terms, or at all, and any new equity financing could have a substantial dilutive effect on our existing stockholders. If we cannot obtain additional financing, we may not be able to achieve our desired sales growth, and our results of operations would be negatively affected.

29

Defaults under the Secured Credit Facility could result in a foreclosure on our assets by our lender which may result in a loss of your investment.

The Secured Credit Facility is guaranteed by us and Jerash Garments, as well as by our significant stockholders Mr. Choi Lin Hung, our president, director and a significant stockholder, and Mr. Ng Tsze Lun, a significant stockholder, whose interests may differ from the other stockholders of the Company as a result of their personal guarantees. The Secured Credit Facility is collateralized by a blanket security interest and includes various financial and other covenants. If in the future we default under the Secured Credit Facility, our lender could, among other things, declare our debt to be immediately due and payable. If this were to occur, we would be unable to repay our bank debt in full unless we could sell sufficient assets or obtain new financing through a replacement credit facility or equity transaction. If a new credit facility could be obtained, it is likely that it would have higher interest rates and impose significant additional restrictions and requirements on us. There is no assurance that we would be able to obtain a waiver or amendment from our lender or obtain replacement debt financing or issue sufficient equity securities to refinance these facilities. If we are unable to pay off the facility, our lender could foreclose on our assets, which may result in a loss of your investment.

We rely on one key customer for substantially all of our revenue. We cannot assure you that this customer or any other customer will continue to buy our products in the same volumes or on the same terms.

Our sales to VF Corporation (which owns brands such as The North Face, Nautica, Timberland, Wrangler, Lee and Jansport), directly and indirectly, accounted for approximately 85% of our total sales in the fiscal year ended March 31, 2016, which we refer to as “fiscal 2016”, approximately 79% of our total sales in the fiscal year ended March 31, 2017, which we refer to as “fiscal 2017,” and 77% of our total sales during the first nine months of the year ended March 31, 2018, which we refer to as “fiscal 2018.” From an accounting perspective, we are considered the primary obligor in our relationship with VF Corporation. We bear the credit and inventory risk, and we have the right to determine the price and to change our product. Therefore, we present the sales and related manufacturing activities on a gross basis.

We are not party tocurrently involved in any long-term contracts with VF Corporation or our other customers,material legal proceedings. From time-to-time we are, and our sales arrangements with our customers do not have minimum purchase requirements. As is common in our industry, VF Corporation and our other customers place purchase orders with us after we complete detailed sample development and approval processes. It is through these sample development and approval processes that we and VF Corporation agree to the purchase and manufacture of the garments in question. From April 1, 2017 to February 2, 2018, VF Corporation issued approximately 5,000 purchase orders to us in amounts ranging from approximately $10 to $570,000. We are not substantially dependent on any particular order from VF Corporation.

We cannot assure you that our customers will continue to buy our products at all or in the same volumes or on the same terms as they have in the past. The failure of VF Corporation to continue to buy our products in the same volumes and on the same terms as in the past may significantly reduce our sales and our earnings.

A material decrease in the quantity of sales made to our principal customers, a material adverse change in the terms of such sales or a material adverse change in the financial condition of our principal customers could significantly reduce our sales and our earnings.

We cannot assure you that VF Corporation will continue to purchase our merchandise at the same historical rate, or at all, in the future, oranticipate that we will be, able to attract new customers. In addition, becauseinvolved in legal proceedings, claims, and litigation arising in the ordinary course of our reliance on VF Corporation as our key customerbusiness and their bargaining power with us, VF Corporation has the abilityotherwise. The ultimate costs to exert significant control over our business decisions, including prices. 

Any adverse change in our relationship with VF Corporation and its The North Face brand, or with their strategies or reputation, would have a material adverse effect on our results of operations.

Substantially all of our products are sold under The North Face brand, which is owned by VF Corporation. Any adverse change in our relationship with VF Corporation would have a material adverse effect on our results of operations. In addition, our sales of those products could be materially and adversely affected if either VF Corporation’s or The North Face brand’s images, reputations or popularity were to be negatively impacted.


If we lose our key customer and are unable to attract new customers, then our business, results of operations and financial condition would be adversely affected.

If our key customer, VF Corporation, fails to purchase our merchandise at the same historical rate, or at all, we will need to attract new customers and we cannot assure you that we will be able to do so. We do not currently invest significant resources in marketing our products, and we cannot assure you thatresolve any new investments in sales and marketing will lead to the acquisition of additional customers or increased sales or profitability consistent with prior periods. If we are unable to attract new customers or customers that generate comparable profit margins to VF Corporation, then our results of operations and financial condition could be materially and adversely affected.

We have historically depended on a related party for substantially all of our sales.

Until August 2016, substantially all of our sales were made to a related party, Ford Glory International Limited (“Ford Glory”), who then sold our products to the end customers. Ford Glory is 49% owned by Mr. Choi Lin Hung, our director and a significant stockholder, through his wholly-owned entity Merlotte Enterprise Limited (“Merlotte”). Pursuant to the terms of a sale and purchase agreement dated July 13, 2016 between Lee Kian Tjiauw, a significant stockholder of ours, and Victory City Investments Limited (“Victory City”), which at that time was the ultimate 51% shareholder of our predecessor entity, Global Trend (the “Sale and Purchase Agreement”), Victory City sold its 51% interest in RS International Holdings Limited, an investment holding company, to Mr. Lee. Pursuant to the Sale and Purchase Agreement, and effective August 1, 2016, all rights, interests and benefits of any contracts entered into with or sale/purchase orders made by any subsidiary of Victory City International Holdings Limited, the parent of Victory City, on or prior to August 1, 2016 in respect of the sale and purchase of garment products manufactured or to be manufactured by the Company or one of our subsidiaries, together with the costs and obligations relating to those contracts, were transferred to the relevant subsidiary. Thereafter, we began conducting business directly with our customers and no longer through our affiliate, Ford Glory. Following August 1, 2016, there was a transition period for orders placed directly with Ford Glory. For the fiscal year ended March 31, 2017 and for the first nine months of fiscal 2018, approximately 37.6% and 0%, respectively, of our net sales were made to Ford Glory, who then sold our products to our customers. Approximately 52.6% and 72.8% of our net sales for the fiscal year ended March 31, 2017 and for the first nine months of fiscal 2018, respectively, were made directly to our customers with the support of Ford Glory.

During fiscal 2017, for sales orders received before customers successfully changed their vendor registrations to issue orders directly to us, we fulfilled the order for customers on behalf of Ford Glory, including inventory purchases and manufacturing. As customers now issue sales orders to us directly, support from Ford Glory is expected to continue to fade during the final three months of fiscal 2018. We no longer rely on Ford Glory to receive sales orders for us, and we intend in the future to continue to sell all of our products directly to our customers, and our merchandising personnel now receive orders directly from our customers through our wholly-owned subsidiaries, Treasure Success and Jerash Garments. While we intend in the future to continue to sell our products directly to our customers, there can be no guarantee that we will effectively make such a transition or that our customers will continue to purchase merchandise from us at the same rate as they have historically purchased from Ford Glory, or at all.

Because we depend on related parties as suppliers, we may not be able to obtain materials when we need them and we may lose sales and customers.

For the fiscal year ended March 31, 2017 and for the first nine months of fiscal 2018, we purchased approximately 13% and 5%, and 0% and 0%, respectively, of our raw materials from two major suppliers that are considered our related parties, Value Plus (Macao Commercial Offshore) Limited (“Value Plus”) and Ford Glory. Value Plus and Ford Glory are each 49% owned by Mr. Choi Lin Hung, our director and a significant stockholder in us through his wholly-owned entity Merlotte.

Historically, we have purchased these raw materials directly from our related party suppliers, who in turn purchased those raw materials from the approved suppliers for our end customers. We have not entered into any contracts with our related party suppliers. While we intend in the future to continue to purchase raw materials directly from the approved suppliers for our products, there can be no guarantee that we will effectively make such a transition. Shortages or disruptions in the supply of materials from our related party suppliers, or our inability to procure materials from alternate sources at acceptable prices in a timely manner, could lead us to miss deadlines for orders and lose sales and customers.


We may have conflicts of interest with our affiliates and related parties, and in the past we have engaged in transactions and entered into agreements with affiliates that were not negotiated at arms’ length.

We have engaged, and may in the future engage, in transactions with affiliates and other related parties. These transactions may not have been, and may not be, on terms as favorable to us as they could have been if obtained from non-affiliated persons. While an effort has been made and will continue to be made to obtain services from affiliated persons and other related parties at rates and on terms as favorable as would be charged by others, there will always be an inherent conflict of interest between our interests and those of our affiliates and related parties. Through his wholly-owned entity Merlotte, Mr. Choi Lin Hung, our director and a significant stockholder, has an indirect ownership interest in certain of the companies, including Ford Glory and Value Plus, with which we have, or in the future may have, such agreements or arrangements. In addition, we have entered into agreements with Victory Apparel, which is wholly-owned by Mr. Choi Lin Hung and Mr. Lee Kian Tjiauw, significant stockholders. Our majority stockholders may economically benefit from our arrangements with related parties. If we engage in related party transactions on unfavorable terms, the Company’s operating results will be negatively impacted.

If we lose our larger brand and retail nominations or customers, or the customers fail to purchase our products at anticipated levels, our sales and operating results will be adversely affected.

Our results of operations depend to a significant extent upon the commercial success of our larger brand name customers. If we lose our significant brand nominations, our customers fail to purchase our products at anticipated levels, or our relationship with these customers or the brands and retailers they serve diminishes, it may have an adverse effect on our results and we may lose a primary source of revenue. In addition, we may not be able to recoup development and inventory costs associated with these customers and we may not be able to collect our receivables from them, which would negatively impact our financial condition and results of operations.

Our revenues and cash requirements are affected by the seasonal nature of our business.

A significant portion of our revenues are received during the first six months of our fiscal year. A majority of our VF Corporation orders are derived from winter season fashions, the sales of which occur in the Spring and Summer and are merchandized by VF Corporation during the Autumn months (September through November). As such, the second half of our fiscal years reflect lower sales in anticipation of the spring and summer seasons.

If the market share of our customers declines, our sales and earnings may decline.

Our sales can be adversely affected in the event that our direct and indirect customers do not successfully compete in the markets in which they operate. In the event that the sales of one of our major customers decline for any reason, regardless of whether it is related to us or to our products, our sales to that customer may also decline, which could reduce our overall sales and our earnings.

We are dependent on a single product segment comprised of a limited number of products.

Presently, our product offering is limited primarily to outerwear from knitted fabric. A shift in demand from such products may reduce the growth of new business for our products, as well as reduce existing business in those products. If demand in outerwear made from knitted fabric were to decline, we may endeavor to expand or transition our product offerings to other segments of the clothing retail industry. There can be no assurance that we would be able to successfully make such an expansion or transition, or that our sales and margins would not decline in the event we made such an expansion or transition.


Our direct and indirect customers are in the clothing retail industry, which is subject to substantial cyclical variations and could have a material adverse effect on our results of operations. 

Our direct and indirect customers are in the clothing retail industry, which is subject to substantial cyclical variations and is strongly affected by any downturn or slowdown in the general economy. Factors in the clothing retail industry that may influence our operating results from quarter to quarter include:

the volume and timing of customer orders we receive during the quarter;

the timing and magnitude of our customers’ marketing campaigns;

the loss or addition of a major customer or of a major retailer nomination;

the availability and pricing of materials for our products;

the increased expenses incurred in connection with introducing new products;

currency fluctuations;

political factors that may affect the expected flow of commerce; and

delays caused by third parties.

In addition, uncertainty over future economic prospects could have a material adverse effect on our results of operations. Many factors affect the level of consumer spending in the clothing retail industry, including, among others:

general business conditions;

interest rates;

the availability of consumer credit;

taxation; and

consumer confidence in future economic conditions.

Consumer purchases of discretionary items, including our products, may decline during recessionary periods and also may decline at other times when disposable income is lower. Consequently, our customers may have larger inventories of our products than expected, and to compensate for any downturn they may reduce the size of their orders, change the payment terms, limit their purchases to a lower price range and try to change their purchase terms, all of which may have a material adverse effect on our financial condition and results of operations.

The clothing retail industry is subject to changes in fashion preferences. If our customers misjudge a fashion trend or the price which consumers are willing to pay for our products decreases, our revenues could be adversely affected.

The clothing retail industry is subject to changes in fashion preferences. We design and manufacture products based on our customers’ judgment as to what products will appeal to consumers and what price consumers would be willing to pay for our products. Our customers may not be successful in accurately anticipating consumer preferences and the prices that consumers would be willing to pay for our products. Our revenues will be reduced if our customers are not successful, particularly if our customers reduce the volume of their purchases from us or require us to reduce the prices at which we sell our products.

If we experience product quality or late delivery problems, or if we experience financial problems, our business will be negatively affected.

We may from time to time experience difficulties in making timely delivery of products of acceptable quality. Such difficulties may result in cancellation of orders, customer refusal to accept deliveries or reductions in purchase prices, any of whichmatters could have a material adverse effect on our financial condition and results of operations. There can be no assurance that we will not experience difficulties with manufacturing our products.

statements. We face intense competition in the worldwide apparel manufacturing industry.

We compete directly with a number of manufacturers of sport and outerwear from knitted fabric. Some of these manufacturers have a lower cost base than us, longer operating histories, larger customer bases, greater geographical proximity to customers and greater financial and marketing resources than we do. Increased competition, direct or indirect, could reduce our revenues and profitability through pricing pressure, loss of market share and other factors. We cannot assure you that we will be able to compete successfully with existing or new competitors, as the market for our products evolves and the level of competition increases. We believe that our business will depend upon our ability to provide apparel products of good quality and meeting our customers’ pricing and delivery requirements, as well as our ability to maintain relationships with our major customers. There can be no assurance that we will be successful in this regard.


In addition, our customers operate in an intensely competitive retail environment. In the event that any of our customers’ sales decline for any reason, whether or not related to us or to our products, our sales to such customers could be materially reduced, which will have a negative impact on our financial condition and results of operations.

We have previously experiencedforced to incur material weaknesses in our internal control over financial reporting. If we fail to establish and maintain an effective system of internal control over financial reporting, we may not be able to accurately and timely disclose information about our financial results or prevent fraud. Any inability to accurately and timely disclose financial results could harm our business and reputation and cause the value of our securities to decline.

A system of financial controls and procedures is necessary to ensure that information about our financial results is recorded, processed, summarized and reported in an accurate and timely fashion. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and prevent fraud. If we cannot disclose required information or provide reliable financial reports, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. Our independent registered public accounting firm previously identified that we had a material weakness because we lacked sufficient personnel with an appropriate level of knowledge of accounting principles generally accepted by the United States of America (“U.S. GAAP”) and financial reporting. Although we have taken certain steps to address this deficiency, we may have a material weakness identified in the future if the controls and procedures we have implemented are inadequate.

Our results of operations are subject to fluctuations in currency exchange rates.

Exchange rate fluctuations between the U.S. dollar and the Jordanian dinar or Hong Kong dollar, as well as inflation in Jordan or Hong Kong, may negatively affect our earnings. A substantial majority of our revenues and a substantial portion of our expenses are denominated in U.S. dollars. However, a significant portion of the expenses associated with our Jordanian or Hong Kong operations, including personnel and facilities-related expenses, are incurred in Jordanian dinar or Hong Kong dollars, respectively. Consequently, inflation in Jordan or Hong Kong will have the effect of increasing the dollar cost of our operations in Jordan and Hong Kong, respectively, unless it is offset on a timely basis by a devaluation of the Jordanian dinar or Hong Kong dollar, as applicable, relative to the U.S. dollar. We cannot predict any future trends in the rate of inflation in Jordan or Hong Kong or the rate of devaluation of the Jordanian dinar or Hong Kong dollar, as applicable, against the U.S. dollar. In addition, we are exposed to the risk of fluctuation in the value of the Jordanian dinar and Hong Kong dollar vis-a-vis the U.S. dollar. There can be no assurance that the Jordanian dinar and Hong Kong dollar will remain effectively pegged to the U.S. dollar. Any significant appreciation of the Jordanian dinar or Hong Kong dollar against the U.S. dollar would cause an increase in our Jordanian dinar or Hong Kong dollar expenses, as applicable, as recorded in our U.S. dollar denominated financial reports, even though the expenses denominated in Jordanian dinar or Hong Kong dollars, as applicable, will remain unchanged. In addition, exchange rate fluctuations in currency exchange rates in countries other than Jordan where we operate and do business may also negatively affect our earnings. 

We are subject to the risks of doing business abroad.

All of our products are manufactured outside the United States, at our subsidiaries’ production facilities in Jordan. Foreign manufacturing is subject to a number of risks, including work stoppages, transportation delays and interruptions, political instability, foreign currency fluctuations, economic disruptions, expropriation, nationalization, the imposition of tariffs and import and export controls, changes in governmental policies (including U.S. policy towards Jordan) and other factors, which could have an adverse effect on our business. In addition, we may be subject to risks associated with the availability of and time required for the transportation of products from foreign countries. The occurrence of certain of these factors may delay or prevent the delivery of goods ordered by customers, and such delay or inability to meet delivery requirements would have a severe adverse impact on our results of operations and could have an adverse effect on our relationships with our customers.


Our ability to benefit from the lower labor costs in Jordan will depend on the political, social and economic stability of Jordan and in the Middle East in general. We cannot assure you that the political, economic or social situation in Jordan or in the Middle East in general will not have a material adverse effect on our operations, especially in light of the potential for hostilities in the Middle East. The success of the production facilities also will depend on the quality of the workmanship of laborers and our ability to maintain good relations with such laborers in these countries. We cannot guarantee that our operations in Jordan or any new locations outside of Jordan will be cost-efficient or successful.

Our business could suffer if we violate labor laws or fail to conform to generally accepted labor standards or the ethical standards of our customers.

We are subject to labor laws issued by the Jordanian Ministry of Labor for our facilities in Jordan. In addition, many of our customers require their manufacturing suppliers to meet their standards for working conditions and other matters. If we violate applicable labor laws or generally accepted labor standards or the ethical standards of our customers by, for example, using forced or indentured labor or child labor, failing to pay compensation in accordance with local law, failing to operate our factories in compliance with local safety regulations, or diverging from other labor practices generally accepted as ethical, we could suffer a loss of sales or customers. In addition, such actions could result in negative publicity and may damage our reputation and discourage retail customers and consumers from buying our products.

Our products may not comply with various industry and governmental regulations and our customers may incur losses in their products or operations as a consequence of our non-compliance.

Our products are produced under strict supervision and controls to ensure that all materials and manufacturing processes comply with the industry and governmental regulations governing the markets in which these products are sold. However, if our controls fail to detect or prevent non-compliant materials from entering the manufacturing process, our products could cause damages to our customers’ products or processes and could also result in fines being incurred. The possible damages, replacement costs and fines could significantly exceed the value of our products and these risks may not be covered by our insurance policies.

We depend on our suppliers for machinery and maintenance of machinery. We may experience delays or additional costs satisfying our production requirements due to our reliance on these suppliers.

We purchase machinery and equipment used in our manufacturing process from third party suppliers. If our suppliers are not able to provide us with maintenance, additional machinery or equipment as needed, we might not be able to maintain or increase our production to meet any demand for our products, which would negatively impact our financial condition and results of operations.

We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations.

We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash dividends and distributions and other transfers from our operating subsidiaries to meet our obligations. The deterioration of income from, or other available assets of, our operating subsidiaries for any reason could limit or impair their ability to pay dividends or other distributions to us, which in turn could adversely affect our financial condition and results of operations.

35

Periods of sustained economic adversity and uncertainty could negatively affect our business, results of operations and financial condition.

Disruptions in the financial markets, such as what occurred in the global markets in 2008, may adversely impact the availability and cost of credit for our customers and prospective customers, which could result in the delay or cancellation of customer purchases. In addition, disruptions in the financial markets may have an adverse impact on regional and world economies and credit markets, which could negatively impact the availability and cost of capital for us and our customers. These conditions may reduce the willingness or ability of our customers and prospective customers to commit funds to purchase our services or products, or their ability to pay for our services after purchase. These conditions could result in bankruptcy or insolvency for some customers, which would impact our revenue and cash collections. These conditions could also result in pricing pressure and less favorable financial terms to us and our ability to access capital to fund our operations.

Risks Related to Operations in Jordan

We are affected by conditions to, and possible reduction of, free trade agreements.

We benefit from exemptions from customs duties and import quotas due to our location in Al Tajamouat Industrial City, a Qualifying Industrial Zone in Amman, Jordan, and the free trade agreements with the United States. Qualifying Industrial Zones (“QIZ”) are industrial parks that house manufacturing operations in Jordan and Egypt. They are special free trade zones established in collaboration with Israel to take advantage of the free trade agreements between the United States and Israel. Under the trade agreement between Jordan and the United States, goods produced in QIZ areas can directly access U.S. markets without tariff or quota restrictions if they satisfy certain criteria. If there is a change in such benefits or if any such agreements were terminated, our profitability may be reduced.

President Donald Trump expresses antipathy towards existing and proposed trade agreements, has called for greater restrictions on free trade generally and significant increases on tariffs on goods imported into the United States, and has withdrawn the United States from certain trade agreements including the Trans-Pacific Partnership. It remains unclear what specifically President Trump would or would not do with respect to trade agreements, tariffs and duties relating to products manufactured in Jordan. If President Trump takes action or publicly speaks out about the need to terminate or re-negotiate existing free trade agreements on which we rely, or in favor of restricting free trade or increasing tariffs and duties applicable to our products, such actions may adversely affect our sales and have a material adverse impact on our business, results of operations and cash flows.

Our results of operations would be materially and adversely affected in the event we are unable to operate our principal production facilities in Amman, Jordan.

All of our manufacturing process is performed in a complex of production facilities located in Amman, the capital of Jordan. We have no effective back-up for these operationslegal proceedings, and in the event that we are unablethere is an outcome in any that is adverse to use the production facilities located in Amman, Jordan as a result of damage or for any other reason,us, our ability to manufacture a major portion of our productsfinancial position and our relationships with customersprospects could be significantly impaired, which would materially and adversely affect our results of operation.harmed.

 

Our operations in Jordan may be adversely affected by social and political uncertainties or change, military activity, health-related risks or acts of terrorism.Item 1A. Risk Factors

 

From time to time Jordan has experienced instances of civil unrest, terrorism and hostilities among neighboring countries, including Syria and Israel. A peace agreement between Israel and Jordan was signed in 1994. Terrorist attacks, military activity, rioting, or civil or political unrest in the future could influence the Jordanian economy and our operations by disrupting operations and communications and making travel within Jordan more difficult and less desirable. Political or social tensions also could create a greater perception that investments in companies with Jordanian operations involve a high degree of risk, which could adversely affect the value of your investment. We do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts and wars, which could subject us to significant financial losses. The realization of any of these risks could cause a material adverse effect on our business, financial condition, results of operations and cash flows.


We may face interruption of production and services due to increased security measures in response to terrorism.

Our business depends on the free flow of products and services through the channels of commerce. In response to terrorists’ activities and threats aimed at the United States, transportation, mail, financial and other services may be slowed or stopped altogether. Extensive delays or stoppages in transportation, mail, financial or other services could have a material adverse effect on our business, results of operations and financial condition. Furthermore, we may experience an increase in operating costs, such as costs for transportation, insurance and security as a result of the activities and potential delays. We may also experience delays in receiving payments from payers that have been affected by the terrorist activities. The United States economy in general may be adversely affected by terrorist activities and any economic downturn could adversely impact our results of operations, impair our ability to raise capital or otherwise adversely affect our ability to grow our business.

We are subject to regulatory and political uncertainties in Jordan.

We conduct substantially all of our business and operations in Jordan. Consequently, government policies and regulations, including tax policies, in Jordan will impact our financial performance and the market price of our common stock.

Jordan is a constitutional monarchy, but the King holds wide executive and legislative powers. The ruling family has taken initiatives that support the economic growth of the country. However, there is no assurance that such initiatives will be successful or will continue. The rate of economic liberalization could change, and specific laws and policies affecting manufacturing companies, foreign investments, currency exchange rates and other matters affecting investments in Jordan could change as well. A significant change in Jordan’s economic policy or any social or political uncertainties could adversely affect business and economic conditions in Jordan generally and our business and prospects.

If we violate applicable anti-corruption laws or our internal policies designed to ensure ethical business practices, we could face financial penalties and reputational harm that would negatively impact our financial condition and results of operations.

We are subject to anti-corruption and anti-bribery laws in the United States and Jordan. Jordan’s reputation for potential corruption and the challenges presented by Jordan’s complex business environment, including high levels of bureaucracy, red tape, and vague regulations, may increase our risk of violating applicable anti-corruption laws. We face the risk that we, our employees or any third parties such as our sales agents and distributors that we engage to do work on our behalf may take action determined to be in violation of anti-corruption laws in any jurisdiction in which we conduct business, including the Foreign Corrupt Practices Act of 1977 (“FCPA”). Any violation of the FCPA or any similar anti-corruption law or regulation could result in substantial fines, sanctions, civil or criminal penalties and curtailment of operations that might harm our business, financial condition or results of operations.

You may face difficulties in protecting your interests and exercising your rights as a stockholder of ours since we conduct substantially all of our operations in Jordan and certain of our officers and directors reside outside of the United States.

Certain of our officers and directors reside outside the United States. Therefore, investors may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in any of these jurisdictions based upon U.S. laws, including the federal securities laws or other foreign laws against us, our officers and directors. Furthermore, we conduct substantially all of our operations in Jordan through our operating subsidiaries. Because the majority of our assets are located outside the United States, any judgment obtained in the United States against us or certain of our directors and officers may not be collectible within the United States.

Risk Factors Relating to our Securities

There currently is no trading market for our securities and one may never develop.

There is currently no active trading market or public market for our securities. Although we intend to list our securities on the Nasdaq Capital Market (“Nasdaq”) in connection with our anticipated initial public offering (the “IPO”), an adequate trading market for the securities may not develop or be sustained after the IPO. The initial public offering price will be determined by negotiations between the underwriters and our board of directors and may not be representative of the market price at which our securities may trade.

37

We have filed an application to have our securities listed on the Nasdaq. We can provide no assurance that our securities will be listed, and if listed, that our securities will continue to meet Nasdaq listing requirements. If we fail to comply with the continuing listing standards of the Nasdaq, our securities could be delisted.

On January 26, 2018, we filed an application to have our securities listed on the Nasdaq. We anticipate that our securities will be eligible to be listed on the Nasdaq, subject to actions which may be required to meet the exchange’s listing requirements. However, we can provide no assurance that our application will be approved, and, if approved, that an active trading market for our securities will develop and continue. As a result, you may find it more difficult to purchase and dispose of our securities and to obtain accurate quotations as to the value of our securities. For our securities to be listed on the Nasdaq, we must meet the current Nasdaq initial and continued listing requirements. If we were unable to meet these requirements, our securities could be delisted from the Nasdaq. Any such delisting of our securities could have an adverse effect on the market price of, and the efficiency of the trading market for, our securities, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and less coverage of us by securities analysts, if any. Also, if in the future we were to determine that we need to seek additional equity capital, it could have an adverse effect on our ability to raise capital in the public or private equity markets.

Our majority stockholders will control the Company for the foreseeable future, including the outcome of matters requiring stockholder approval.

Three of our stockholders beneficially own approximately 84.82% of our outstanding common stock as of December 31, 2017. Therefore our other shareholders do not have any ability to exercise control over us, and such entities and individuals will have the ability, acting together, to elect all of our directors and to substantially influence the outcome of corporate actions requiring stockholder approval, such as: (i) a merger or a sale of the Company, (ii) a sale of all or substantially all of our assets; and (iii) amendments to our corporate documents. This concentration of voting power and control could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other stockholders and be disadvantageous to our stockholders with interests different from those entities and individuals.

Our shareholders’ ownership interest in us may be diluted by exercises of currently outstanding or committed warrants.

We have granted warrants to purchase up to 71,100 units to designees of the placement agent in connection with a private placement offering that we initially closed on May 15, 2017 and had subsequent closings on August 18, 2017 and September 27, 2017 (the “Private Placement”). Each unit consists of one share of our common stock and one warrant (with each such warrant being immediately exercisable for one-tenth (1/10th) of one share of common stock at an exercise price of $6.25 per share for a period of five years from the issuance date). The private placement agent warrants are exercisable with respect to 48,600 units beginning on July 15, 2017 and expiring on May 15, 2022, 18,000 units beginning on October 18, 2017 and expiring on August 18, 2022, and 4,500 units beginning on November 27, 2017 expiring on September 27, 2022. The private placement agent’s warrants are exercisable at a price per unit equal to $5.50.

Also in connection with the Private Placement, we issued five-year warrants to purchase up to 79,000 shares of our common stock to various accredited investors at an exercise price of $6.25 per share. Such warrants expire on May 15, 2022 with respect to 54,000 warrants, August 18, 2022 with respect to 20,000 warrants, and September 27, 2022 with respect to 5,000 warrants. We have also issued a five-year warrant to one of our board advisors to purchase up to 50,000 shares of common stock. The warrant has an exercise price of $5.00 per share and may be converted by means of a cashless exercise during the term of the warrant. This warrant may be exercised any time until May 15, 2022.

Finally, in connection with this offering, we have agreed to issue the Underwriter Warrants to purchase the amount of shares equal to 10% of the shares sold in this offering for 125% of the offering price of the shares sold in this offering. The warrants will be non-exercisable for a period of six months following the closing date of this offering, and expire five years from the date the registration statement, of which this prospectus is a part, is declared effective by the SEC.


To the extent any of the foregoing warrants are exercised, our shareholders’ ownership interest in us will be diluted, which will reduce the value of an investment in us.

Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause the market price of our securities to decline.

We may issue additional securities in the future. We intend to establish a 2018 Stock Incentive Plan (the “Plan”) and reserve 1,484,250 shares of common stock equal to ten percent of the total number of shares of common stock outstanding, for issuance to certain members of management and key employees of the Company pursuant to the Plan. Shares to be issued under the Plan will be registered pursuant to a Registration Statement on Form S-8.

Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, our stockholders may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our common stock.

We do not expect to pay dividends for the foreseeable future.

We do not expect to pay dividends on our common stock for the foreseeable future. Accordingly, any potential investor who anticipates the need for current dividends from his or her investment should not purchase our common stock.

If securities or industry analysts do not publish research or reports about us, or if they adversely change their recommendations regarding our common stock, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us, our industry and our market. If no analyst elects to cover us and publish research or reports about us, the market for our common stock could be severely limited and our stock price could be adversely affected. In addition, if one or more analysts ceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. If one or more analysts who elect to cover us issue negative reports or adversely change their recommendations regarding our common stock, our stock price could decline.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

We are required to comply with the laws, regulations, requirements and certain corporate governance provisions under the Exchange Act and the Sarbanes-Oxley Act. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management, and will significantly increase our costs and expenses and will make some activities more time-consuming and costly. In connection with becoming a reporting company, we will need to continue or begin:


·Instituting a more comprehensive compliance function;

·Preparing and distributing periodic and current reports under the federal securities laws;

·Establishing new internal policies, such as those related to insider trading; and

·Involving and retaining outside counsel and accountants to a greater degree than before we became a reporting company.

Our ongoing compliance efforts will increase general and administrative expenses and may divert management’s time and attention from the development of our business, which may adversely affect our financial condition and results of operations. We estimate that we may incur approximately $735,000 in costs during the fiscal years ending March 31, 2018 and 2019 in connection with becoming a public company.

Our lack of experienced accounting staff may impact our ability to report our future financial results on a timely and accurate basis, and we need to retain the services of additional accountants and consultants with the required accounting experience and expertise.

With the exception of our chief financial officer, our accounting and finance staff lacks depth and skill in the application of U.S. GAAP with respect to external financial reporting for Exchange Act reporting companies. We intend to engage the services of additional accounting personnel and expert consultants to assist with our financial accounting and reporting requirements to develop our internal control over financial reporting and to produce timely financial reports. Until we do so, we may experience difficulty producing reliable and timely financial statements, which could cause investors to lose confidence in our reported financial information, the market price of our stock to decline significantly, reduce the likelihood that we would be able to obtain additional financing on acceptable terms, and harm our business and financial condition.

We will not be required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until the end of the second fiscal year reported on our second annual report on Form 10-K.

We will not be required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until our annual report on Form 10-K for the fiscal year ending March 31, 2019. In addition, as a smaller reporting company, we willare not be required to obtain an auditor attestation of management’s evaluation of internal controls over financial reporting once such internal controls are in place. As a result, we may fail to identify and remediate a material weakness or deficiency in our internal control over financial reporting, which may cause our financial statements and related disclosure to contain material misstatements and could cause delays in filingprovide the information required financial statements and related reports. Furthermore, the process of designing and implementing internal controls over financial reporting may divert our internal resources and take a significant amount of time and expense to complete. The actual or perceived risk associated with our lack of internal controls could cause investors to lose confidence in our reported financial information, which could negatively impact the market for our common stock and cause us to be unable to obtain additional financing on acceptable terms or at all, which could cause harm to our business and financial condition.by this item.

 

The reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors, which may lead to volatility and a decrease in the price of our common stock.

For as long as we continue to be an emerging growth company, we may take advantage of exemptions from reporting requirements that apply to other public companies that are not emerging growth companies. Investors may find our common stock less attractive because we may rely on these exemptions, which include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to opt out of the extended transition period for complying with the revised accounting standards. This election is irrevocable. If investors find our common stock less attractive as a result of exemptions and reduced disclosure requirements, there may be a less active trading market for our common stock and our stock price may be more volatile or may decrease.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.


Item 6.Exhibits

 

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.

Index to Exhibits

 

Exhibit   Incorporated by Reference
(Unless Otherwise Indicated)
Number Exhibit Title Form File Exhibit Filing Date
           
3.1 Amended and Restated Certificate of Incorporation S-1 333-222596 3.1 September 19, 2018
           
3.2 Amended and Restated Bylaws 8-K 001-38474 3.1 July 24, 2019
           
4.1 Specimen Certificate for Common Stock S-1 333-218991 4.1 June 27, 2017
           
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
           
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
           
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    Furnished herewith

Exhibit
Number32.2*
 DescriptionLocation
2.1Equity Contribution Agreement, dated as of May 11, 2017, by and among (i) Jerash Holdings (US), Inc., (ii) Merlotte Enterprises Limited, Lee Kian Tjiauw and Ng Tsze Lun, and (iii) Maxim Partners LLC, Dayspring Capital LLC, HSE Capital Partners, LLC, GH Global Enterprises, LLC and Asset Intelligence LimitedIncorporated herein by reference to Exhibit 2.1 to the Company’s Form S-1, filed with the SEC on June 27, 2017
2.2Agreement and Plan of Merger, dated as of May 11, 2017, by and between Global Trend Investments Limited and Jerash Holdings (US), Inc.Incorporated herein by reference to Exhibit 2.2 to the Company’s Form S-1, filed with the SEC on June 27, 2017
3.1Certificate of IncorporationIncorporated herein by reference to Exhibit 3.1 to the Company’s Form S-1, filed with the SEC on June 27, 2017
3.2Certificate of Amendment to the Certificate of Incorporation, dated as of January 13, 2017Incorporated herein by reference to Exhibit 3.2 to the Company’s Form S-1, filed with the SEC on June 27, 2017
3.3Certificate of Amendment to the Certificate of Incorporation, dated as of May 11, 2017Incorporated herein by reference to Exhibit 3.3 to the Company’s Form S-1, filed with the SEC on June 27, 2017
3.4Certificate of Merger, dated as of May 11, 2017Incorporated herein by reference to Exhibit 3.4 to the Company’s Form S-1, filed with the SEC on June 27, 2017
3.5BylawsIncorporated herein by reference to Exhibit 3.5 to the Company’s Form S-1, filed with the SEC on June 27, 2017
4.1Form of Common Stock CertificateIncorporated herein by reference to Exhibit 4.1 to the Company’s Form S-1, filed with the SEC on June 27, 2017
10.1†Securities Purchase Agreement, dated as of May 15, 2017, by and between Jerash Holdings (US), Inc., Lee Kian Tjiauw and the purchasers signatory thereto.Incorporated herein by reference to Exhibit 10.1 to Amendment No. 4 to the Company’s Form S-1, filed with the SEC on October 10, 2017
10.2†Registration Rights Agreement, dated as of May 15, 2017, by and between Jerash Holdings (US), Inc. and the purchasers signatory theretoIncorporated herein by reference to Exhibit 10.2 to Amendment No. 4 to the Company’s Form S-1, filed with the SEC on October 10, 2017
10.3Form of WarrantIncorporated herein by reference to Exhibit 10.3 to the Company’s Form S-1, filed with the SEC on June 27, 2017
10.4Letter Agreement for Banking Facilities, dated as of May 29, 2017, by and between The Hongkong and Shanghai Banking Corporation Limited and Treasure Success International LimitedIncorporated herein by reference to Exhibit 10.4 to the Company’s Form S-1, filed with the SEC on June 27, 2017
10.5Letter Agreement for Invoice Discounting / Factoring Agreement, dated as of June 5, 2017, by and between The Hongkong and Shanghai Banking Corporation Limited, Treasure Success International Limited, Choi Lin Hung, Ng Tsze Lun, Jerash Garments and Fashions Manufacturing Company Limited, and Jerash Holdings (US), Inc.Incorporated herein by reference to Exhibit 10.5 to the Company’s Form S-1, filed with the SEC on June 27, 2017

10.6+Consulting Agreement, dated as of May 26, 2017, by and between Jerash Holdings (US), Inc., and LogiCore Strategies, LLCIncorporated herein by reference to Exhibit 10.6 to the Company’s Form S-1, filed with the SEC on June 27, 2017
10.7+Unified Employment Agreement for Expatriate Staff in the Textile, Garment and Clothing Industry between Jerash Garments of Fashions Manufacturing Company Limited and Wei Yang dated as of January 5, 2017Incorporated herein by reference to Exhibit 10.7 to Amendment No. 3 to the Company’s Form S-1, filed with the SEC on September 29, 2017
10.8Sale Agreement, dated as of March 31, 2006, by and between Jerash Garments and Fashions Manufacturing Company Limited and Victory Apparel (Jordan) Manufacturing Company LimitedIncorporated herein by reference to Exhibit 10.8 to Amendment No. 3 to the Company’s Form S-1, filed with the SEC on September 29, 2017
10.9Dissolution of Agreement, dated as of June 30, 2016, between Jerash Garments and Fashions Manufacturing Company Limited and Victory Apparel (Jordan) Manufacturing Company LimitedIncorporated herein by reference to Exhibit 10.9 to Amendment No. 3 to the Company’s Form S-1, filed with the SEC on September 29, 2017
10.10Rental Agreement, dated as of October 3, 2016, by and between Ford Glory International Limited and Treasure Success International LimitedIncorporated herein by reference to Exhibit 10.10 to Amendment No. 1 to the Company’s Form S-1, filed with the SEC on August 21, 2017
10.11Guarantee of Mr. Choi Lin Hung and Mr. Ng Tsze Lun dated May 31, 2017Incorporated herein by reference to Exhibit 10.11 to Amendment No. 3 to the Company’s Form S-1, filed with the SEC on September 29, 2017
10.12Invoice Discounting/Factoring Agreement dated August 21, 2017, by and between The Hongkong and Shanghai Banking Corporation Limited and Treasure Success International LimitedIncorporated herein by reference to Exhibit 10.12 to Amendment No. 3 to the Company’s Form S-1, filed with the SEC on September 29, 2017
10.13+Consulting Agreement, dated January 12, 2018, by and between Treasure Success International Limited and Yukwise LimitedIncorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on January 16, 2018
10.14Consulting Agreement, dated January 16, 2018, by and between Treasure Success International Limited and Multi-Glory Corporation Ltd.Incorporated herein by reference to Exhibit 10.18 to the Company’s Form S-1, filed with the SEC on January 18, 2018
31.1Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed herewith.
31.2Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed herewith.
32.1Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith.—  —— Furnished herewith 
     
32.2 Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith.

101.CAL101 XBRL Taxonomy Extension Calculation LinkbaseThe following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of  Comprehensive Income, (iii) Condensed Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags Filed herewith.herewith
     
101.INS XBRL Instance DocumentFiled herewith.
     
101.LAB104 Cover Page Interactive Data File (formatted as Inline XBRL Taxonomy Extension Label Linkbaseand contained in Exhibit 101) Filed herewith.
  
101.PRE XBRL Taxonomy Extension Presentation LinkbaseFiled herewith.
101.SCHXBRL Taxonomy Extension Schema LinkbaseFiled herewith.
101.DEFXBRL Taxonomy Extension Definition LinkbaseFiled herewith.herewith

 

*+Indicates a management contract or compensatory plan, contract or arrangement.
Jerash Holdings (US), Inc. has requested confidential treatmentIn accordance with Item 601(b)(32)(ii) of certain information containedRegulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this exhibit.Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such information was filed separately withcertifications will not be deemed to be incorporated by reference into any filings under the Securities andAct or the Exchange Commission pursuant to an application for confidential treatment under 17 C.F.R. §§ 200.80(b)(6) and 230.406.Act.

 

42


 

 

Signature

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 14, 2022
Date:  February 9, 2018Jerash Holdings (US), Inc.
  
 By:/s/ Richard J. ShawGilbert K. Lee
  Richard J. ShawGilbert K. Lee
  Chief Financial Officer  (Principal
(Principal
Financial and Authorized Officer)

33