UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period endedMarch 31,September 30, 2019

 

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

 

For the transition period from ____________ to ____________

 

Commission File Number 001-34260

 

CHINA GREEN AGRICULTURE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 36-3526027
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

 

3rd floor, Borough A, Block A. No. 181, South Taibai

Road, Xi’an, Shaanxi province, PRC 710065 

(Address of principal executive offices) (Zip Code)

Road, Xi’an, Shaanxi province, PRC 710065

(Address of principal executive offices) (Zip Code)

 

+86-29-88266368
(Issuer's telephone number, including area code)

+86-29-88266368

(Issuer’s telephone number, including area code)

 

Indicate by check mark whether the issuer (1) 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 ☒ 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 ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 filerAccelerated filer
Non-accelerated filerSmaller reporting company
 Emerging growth company

 

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. ☐

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which  registered
Common Stock 

CGA

 NYSE 

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of common stock, as of the latest practicable date: 47,816,9455,972,479 shares of common stock, $.001$0.001 par value, as of May 10,November 19, 2019.

 

 

 

 

  

TABLE OF CONTENTS

 

  Page
PART IFINANCIAL INFORMATION1
   
Item 1.Financial Statements1
   
 Consolidated Condensed Balance Sheets As of March 31,September 30, 2019 (Unaudited) and June 30, 2018 (Unaudited)20191
   
 Consolidated Condensed Statements of Income and Comprehensive Income For the Three and Nine monthsMonths Ended March 31,September 30, 2019 and 2018 (Unaudited)2
   
 Consolidated Condensed Statements of Cash FlowsStockholders’ Equity For the Nine monthsYears Ended March 31,September 30, 2019 and 2018 (Unaudited)3
   
 Notes to Consolidated Condensed Financial Statements As of March 31,Cash Flows For the Three Months Ended September 30, 2019 and 2018 (Unaudited)4
   
Notes to Consolidated Condensed Financial Statements As of September 30, 2019 (Unaudited)5
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2523
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk4133
   
Item 4.Controls and Procedures4234
   
PART IIOTHER INFORMATION4335
   
Item 16.Legal Proceedings.Exhibits43 35
   
Item 1ASignaturesRisk Factors.43
Item 2Unregistered Sales of Equity Securities and Use of Proceeds.43
Item 3Defaults Upon Senior Securities.43
Item 4Mine Safety Disclosures.43
Item 5.Other Information.43
Item 6.Exhibits43
Signatures4436
  
Exhibits/Certifications4537

 

i

 

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You can identify such forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements may include, among other things, statements relating to:

our expectations regarding the market for our products and services;

our expectations regarding the continued growth of our industry;

our beliefs regarding the competitiveness of our products;

our expectations regarding the expansion of our manufacturing capacity;

our expectations with respect to increased revenue growth and our ability to maintain profitability resulting from increases in our production volumes;

our future business development, results of operations and financial condition;

competition from other fertilizer and plant producers;

the loss of any member of our management team;

our ability to integrate acquired subsidiaries and operations into existing operations;

market conditions affecting our equity capital;

our ability to successfully implement our selective acquisition strategy;

changes in general economic conditions;

changes in accounting rules or the application of such rules;

any failure to comply with the periodic filing and other requirements of The New York Stock Exchange, or NYSE, for continued listing,

any failure to identify and remediate the material weaknesses or other deficiencies in our internal control and disclosure control over financial reporting;

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report, or that we filed as exhibits to this report, in their entirety and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

ii

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

  

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 September  30,
2019
  June 30,
2019
 
 

March 31,

2019

  

June 30,

2018

  (unaudited)   
          
ASSETS          
Current Assets          
Cash and cash equivalents $69,242,037  $150,805,639  $82,953,941  $72,259,804 
Accounts receivable, net  154,557,359   174,460,937   138,984,949   145,190,160 
Inventories  132,579,212   53,784,814   146,848,526   162,013,889 
Prepaid expenses and other current assets  4,887,732   2,945,247   3,305,910   2,776,370 
Amount due from related parties  0   235,551   79,380   0 
Advances to suppliers, net  51,055,495   25,194,463   29,136,516   32,713,817 
Total Current Assets  412,321,835   407,426,651   401,309,221   414,954,039 
                
Plant, Property and Equipment, Net  28,120,511   30,894,683   24,830,646   26,669,938 
Other Assets  274,163   294,550   264,294   267,907 
Other Non-current Assets  14,164,932   15,885,696   12,375,236   13,352,645 
Intangible Assets, Net  18,736,458   20,317,914   16,758,281   17,881,449 
Goodwill  8,058,302   8,166,467   7,560,742   7,874,421 
Total Assets $481,676,201  $482,985,960  $463,098,420  $481,000,399 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current Liabilities                
Accounts payable $9,436,035  $27,128,921  $17,349,392  $19,004,548 
Customer deposits  7,793,572   7,251,967   6,164,137   6,514,619 
Accrued expenses and other payables  11,218,642   10,207,058   11,995,286   12,029,722 
Amount due to related parties  3,666,440   3,271,619   3,800,160   3,641,945 
Taxes payable  33,176,555   29,952,206   29,621,164   31,357,690 
Short term loans  4,470,000   4,726,300   3,774,600   3,640,000 
Interest payable  667,148   462,060   698,301   720,720 
Derivative liability  1,690   66,143   2,620   18,162 
Convertible notes payable  7,238,358   7,517,307 
Total Current Liabilities  70,430,082   83,066,274   80,644,018   84,444,714 
                
Long-term Liabilities          -   - 
Convertible notes payable  7,588,201   7,371,899 
Total Liabilities $78,018,283  $90,438,173  $80,644,018   84,444,714 
                
Stockholders’ Equity                
Preferred Stock, $.001 par value, 20,000,000 shares authorized, zero shares issued and outstanding  -   -   -   - 
Common stock, $.001 par value, 115,197,165 shares authorized, 39,546,945 and 38,896,945, shares issued and outstanding as of March 31, 2019 and June 30, 2018, respectively  39,547   38,897 
Common stock, $.001 par value, 115,197,165 shares authorized, 4,977,479 and 3,986,912 shares issued and outstanding as of September 30, 2019 and June 30, 2019, respectively  4,977   3,987 
Additional paid-in capital  129,706,886   129,337,035   148,593,455   138,012,445 
Statutory reserve  31,196,016   30,947,344   31,306,794   31,237,891 
Retained earnings  252,209,492   235,822,726   239,737,872   247,122,574 
Accumulated other comprehensive income  (9,494,023)  (3,598,215)  (37,188,696)  (19,821,211)
Total Stockholders’ Equity  403,657,917   392,547,787   382,454,402   396,555,686 
                
Total Liabilities and Stockholders’ Equity $481,676,201  $482,985,960  $463,098,420  $481,000,399 

 

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


CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

  

Three Months Ended

March 31,

  

Nine Months Ended

March 31,

 
  2019  2018  2019  2018 
Sales            
Jinong $22,077,336  $27,490,333  $61,561,229  $80,475,373 
Gufeng  67,167,427   38,932,597   106,996,368   81,602,384 
Yuxing  2,817,942   3,041,891   7,828,981   6,788,282 
VIEs - others  16,057,865   13,086,062   41,943,261   39,412,820 
Net sales  108,120,570   82,550,883   218,329,839   208,278,859 
Cost of goods sold                
Jinong  11,091,419   13,526,095   31,289,473   39,904,678 
Gufeng  59,475,263   34,114,896   94,544,943   71,261,349 
Yuxing  2,445,246   2,517,989   6,658,975   5,446,780 
VIEs - others  13,951,667   11,231,992   35,965,608   33,060,645 
Cost of goods sold  86,963,595   61,390,972   168,458,999   149,673,452 
Gross profit  21,156,975   21,159,911   49,870,840   58,605,407 
Operating expenses                
Selling expenses  6,880,994   3,553,306   18,370,524   16,375,971 
General and administrative expenses  6,826,669   7,980,606   9,036,397   15,798,290 
Total operating expenses  13,707,663   11,533,912   27,406,921   32,174,261 
Income from operations  7,449,312   9,625,999   22,463,919   26,431,146 
Other income (expense)                
Other income (expense)  (101,350)  (145,311)  (327,433)  (760,324)
                 
Interest income  55,168   138,009   278,509   356,172 
Interest expense  (145,621)  (178,478)  (457,885)  (452,640))
Total other income (expense)  (191,803)  (185,780)  (506,809)  (856,792))
Income before income taxes  7,257,509   9,440,220   21,957,110   25,574,353 
Provision for income taxes  2,139,610   1,813,187   5,321,671   5,066,780 
Net income  from continuing operations, net of tax  5,117,899   7,627,033   16,635,439   20,507,573 
Net income from discontinued operation, net of tax  0   0   0   40,394 
Net income, net of tax  5,117,899   7,627,033   16,635,439   20,547,967 
Other comprehensive income (loss)                
Foreign currency translation gain (loss)  10,564,053   16,213,419   (5,895,808)  24,710,375 
Comprehensive income (loss) $15,681,952  $23,840,452  $10,739,631  $45,258,342 
                 
Basic weighted average shares outstanding  39,546,944   38,551,264   39,165,010   38,551,264 
Basic net earnings per share $0.13  $0.20  $0.42  $0.53 
Diluted weighted average shares outstanding  39,546,944   38,551,264   39,165,010   38,551,264 
Diluted net earnings per share  0.13   0.20   0.42   0.53 

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


CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  

Nine Months Ended

March 31,

 
  2019  2018 
Cash flows from operating activities      
Net income $16,635,439  $20,507,573 
         
         
Adjustments to reconcile net income to net cash provided by operating activities        
Depreciation and amortization  3,671,827   4,730,892 
Gain (Loss) on disposal of plant, property and equipment  4,524   24,756 
Amortization of debt discount  308,815   490,280 
Issuance of common stock for consulting services  370,500   - 
Change in fair value of derivative liability  (62,539)  (67,798)
Changes in operating assets        
Accounts receivable  17,305,498   (10,988,222)
Amount due from related parties  228,635   902,528 
Other current assets  18,524   1,149,289 
Inventories  (78,208,217)  1,818,951 
Advances to suppliers  (25,766,902)  6,607,926 
Other assets  (481,965)  1,527,225 
Changes in operating liabilities        
Accounts payable  (17,053,253)  1,256,821 
Customer deposits  627,242   (2,549,836)
Tax payables  3,183,956   1,325,136 
Accrued expenses and other payables  1,045,892   2,184,753 
Interest payable  207,758   216,553 
Net cash provided by (used in) continuing operating activities  (77,964,267)  29,136,827 
Net cash provided by (used in) discontinued operating activities  0   (702,062)
Net cash provided by (used in) operating activities  (77,964,267)  28,434,765 
         
Cash flows from investing activities        
Purchase of plant, property, and equipment  (59,096)  (33,207)
Cash paid for acquisition, net  -   (8,219)
Change in construction in process  16,216   (14,265)
Net cash used in investing activities  (42,880)  (55,691)
         
Cash flows from financing activities        
         
Repayment of loans  (190,536)  (6,130,802)
Advance from related parties  409,230   195,013 
Net cash provided by (used in) financing activities  218,694   (5,935,789)
         
Effect of exchange rate change on cash and cash equivalents  (3,775,148)  8,145,894 
Net increase in cash and cash equivalents  (81,563,601)  30,589,179 
         
Cash and cash equivalents, beginning balance  150,805,639   123,050,548 
Cash and cash equivalents, ending balance $69,242,037  $153,639,728 
         
Supplement disclosure of cash flow information        
Interest expense paid $106,307  $311,667 
Income taxes paid $2,137,715  $3,741,644 
  Three Months Ended September 30, 
  2019  2018 
Sales      
Jinong $19,054,816  $22,496,533 
Gufeng  16,323,217   17,473,251 
Yuxing  2,539,711   2,387,546 
VIEs - others  12,903,827   15,597,476 
Net sales  50,821,571   57,954,806 
Cost of goods sold        
Jinong  10,492,530   11,203,172 
Gufeng  14,454,008   15,304,863 
Yuxing  2,051,996   2,047,163 
VIEs - others  10,663,790   12,929,968 
Cost of goods sold  37,662,324   41,485,166 
Gross profit  13,159,247   16,469,640 
Operating expenses        
Selling expenses  3,630,355   3,420,427 
General and administrative expenses  16,341,792   2,309,359 
Total operating expenses  19,972,147   5,729,786 
Income from operations  (6,812,900)  10,739,854 
Other income (expense)        
Other income (expense)  (30,191)  (38,330)
Interest income  53,624   127,383 
Interest expense  (77,202)  (162,686)
Total other income (expense)  (53,769)  (73,633)
Income before income taxes  (6,866,668)  10,666,221 
Provision for income taxes  449,131   1,654,416 
Net income  (7,315,799)  9,011,805 
         
Other comprehensive income (loss)        
Foreign currency translation gain (loss)  (17,367,485)  (15,987,792)
Comprehensive income (loss) $(24,683,284) $(6,975,987)
         
Basic weighted average shares outstanding  4,504,510   3,241,412 
Basic net earnings per share $(1.62) $2.78 
         
Diluted weighted average shares outstanding  4,504,510   3,241,412 
Diluted net earnings per share $(1.62)  2.78 

 

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


CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

        Additional        Accumulated Other  Total 
  Number  Common  Paid In  Statutory  Retained  Comprehensive  Stockholders’ 
  Of Shares  Stock  Capital  Reserve  Earnings  Income  Equity 
BALANCE, JUNE 30, 2019  3,986,912  $3,987  $138,012,445   31,237,891   247,122,574   (19,821,211)  396,555,685 
                             
Net income                  (7,315,799)      (7,315,799)
                             
Issuance of stock  931,000   931   10,251,069               10,252,000 
                             
Stock issued for accrued expenses  59,567   60   329,940               330,000 
                             
Transfer to statutory reserve              68,903   (68,903)        
                             
Other comprehensive income                      (17,367,484)  (17,367,484)
                             
BALANCE, SEPTEMBER 30, 2019  4,977,479  $4,978  $148,593,454  $31,306,794  $239,737,872  $(37,188,696) $382,454,402 

        Additional        Accumulated Other  Total 
  Number  Common  Paid In  Statutory  Retained  Comprehensive  Stockholders’ 
  Of Shares  Stock  Capital  Reserve  Earnings  Income  Equity 
BALANCE, JUNE 30, 2018  3,241,413  $3,242  $129,372,690   30,947,344   235,822,726   (3,598,215)  392,547,786 
                             
Net income                  9,011,805       9,011,805 
                             
Transfer to statutory reserve              632,903   (632,903)      - 
                             
Other comprehensive income                      (15,987,792)  (15,987,792)
                             
BALANCE, SEPTEMBER 30, 2018  3,241,414  $3,243  $129,372,689  $31,580,247  $244,201,628  $(19,586,007) $385,571,799 

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


CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  Three Months Ended September 30, 
  2019  2018 
Cash flows from operating activities      
Net income $(7,315,799) $9,011,805 
Adjustments to reconcile net income to net cash provided by operating activities        
Depreciation and amortization  1,188,190   1,226,500 
Gain (Loss) on disposal of property, plant and equipment  33,435   4,451 
Amortization of debt discount  20,899   103,219 
Change in fair value of derivative liability  (15,104)  (101,807)
Changes in operating assets        
Accounts receivable  429,665   31,722,160 
Amount due from related parties  (80,911)  (22,165)
Other current assets  (652,477)  1,012,668 
Inventories  8,879,490   (34,434,298)
Advances to suppliers  2,317,991   5,850,761 
Other assets  454,095)  (1,472,705)
Changes in operating liabilities        
Accounts payable  (924,134)  (3,737,493)
Customer deposits  (92,725)  (1,218,707)
Tax payables  (1,674,708)  (457,945)
Accrued expenses and other payables  505,315   962,954 
Interest payable  6,412   69,442 
Net cash provided by (used in) operating activities  3,079,634   8,518,839 
         
Cash flows from investing activities        
Purchase of plant, property, and equipment  (11,401)  (31,273)
Change in construction in process  (7,195)  - 
Net cash provided by (used in) investing activities  (18,596)  (31,273)
         
Cash flows from financing activities        
Proceeds from the sale of common stock  10,252,000     
Proceeds from loans  279,600     
Advance from related party  200,000     
Repayment of loans  -   (191,056)
Net cash provided by (used in) financing activities  10,731,600   (191,056)
         
Effect of exchange rate change on cash and cash equivalents  (3,098,502)  (5,947,491)
Net increase in cash and cash equivalents  10,694,136   2,349,019 
         
Cash and cash equivalents, beginning balance  72,259,804   150,805,639 
Cash and cash equivalents, ending balance $82,953,940  $153,154,657 
         
Supplement disclosure of cash flow information        
Interest expense paid $70,789  $106,597 
Income taxes paid $2,661,878  $2,118,026 

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


NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

China Green Agriculture, Inc. (the “Company”, “Parent Company” or “Green Nevada”), through its subsidiaries, is engaged in the research, development, production, distribution and sale of humic acid-based compound fertilizer, compound fertilizer, blended fertilizer, organic compound fertilizer, slow-release fertilizers, highly-concentrated water-soluble fertilizers and mixed organic-inorganic compound fertilizer and the development, production and distribution of agricultural products.

 

Unless the context indicates otherwise, as used in this Report, the following are the references herein of all the subsidiaries of the Company (i) Green Agriculture Holding Corporation (“Green New Jersey”), a wholly-owned subsidiary of Green Nevada, incorporated in the State of New Jersey; (ii) Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), a wholly-owned subsidiary of Green New Jersey organized under the laws of the PRC; (iii) Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (“Yuxing”), a Variable Interest Entity (“VIE”) in the in the People’s Republic of China (the “PRC”) controlled by Jinong through a series of contractual agreements; (iv) Beijing Gufeng Chemical Products Co., Ltd., a wholly-owned subsidiary of Jinong in the PRC (“Gufeng”), and (v) Beijing Tianjuyuan Fertilizer Co., Ltd., Gufeng’s wholly-owned subsidiary in the PRC (“Tianjuyuan”).

 

On June 30, 2016 the Company, through its wholly-owned subsidiary Jinong, entered into strategic acquisition agreements and a series of contractual agreements with the shareholders of the following six companies that are organized under the laws of the PRC and would be deemed VIEs: Shaanxi Lishijie Agrochemical Co., Ltd. (“Lishijie”), Songyuan Jinyangguang Sannong Service Co., Ltd. (“Jinyangguang”), Shenqiu County Zhenbai Agriculture Co., Ltd. (“Zhenbai”), Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd. (“Wangtian”), Aksu Xindeguo Agricultural Materials Co., Ltd. (“Xindeguo”), and Xinjiang Xinyulei Eco-agriculture Science and Technology co., Ltd. (“Xinyulei”). On January 1, 2017, the Company, through its wholly-owned subsidiary Jinong, entered into strategic acquisition agreements and a series of contractual agreements with the shareholders of the following two companies that are organized under the laws of the PRC and would be deemed VIEs, Sunwu County Xiangrong Agricultural Materials Co., Ltd. (“Xiangrong”), and Anhui Fengnong Seed Co., Ltd. (“Fengnong”).

 

On November 30, 2017, the Company, through its wholly-owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Zhenbai.

 

Yuxing, Lishijie, Jinyangguang, Wangtian, Xindeguo, Xinyulei, Xiangrong and Fengnong may also collectively be referred to as the “the VIE Companies”; Lishijie, Jinyangguang, Zhenbai, Wangtian, Xindeguo, Xinyulei, Xiangrong and Fengnong may also collectively be referred to as “the sales VIEs” or “the sales VIE companies”.


The Company’s corporate structure as of March 31,September 30, 2019 is set forth in the diagram below:

 

 

 


NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principle of consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Green New Jersey, Jinong, Gufeng, Tianjuyuan, and the VIE Companies. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

Effective June 16, 2013, Yuxing was converted from being a wholly-owned foreign enterprise 100% owned by Jinong to a domestic enterprise 100% owned by one natural person, who is not affiliated withto the Company (“Yuxing’s Owner”). Effective the same day, Yuxing’s Owner entered into a series of contractual agreements with Jinong pursuant to which Yuxing became the VIE of Jinong.

 

VIE assessment

 

A VIE is an entity (1) that has total equity at risk that is not sufficient to finance its activities without additional subordinated financial support from other entities, (2) where the group of equity holders does not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance, or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns, or both, or (3) where the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. In order to determine if an entity is considered a VIE, the Company first performs a qualitative analysis, which requires certain subjective decisions regarding its assessments, including, but not limited to, the design of the entity, the variability that the entity was designed to create and pass along to its interest holders, the rights of the parties, and the purpose of the arrangement. If the Company cannot conclude after a qualitative analysis of whether an entity is a VIE, it performs a quantitative analysis. The qualitative analysis considered the design of the entity, the risks that cause variability, the purpose for which the entity was created, and the variability that the entity was designed to pass along to its variable interest holders. When the primary beneficiary could not be identified through a qualitative analysis, we used internal cash flow models to compute and allocate expected losses or expected residual returns to each variable interest holder based upon the relative contractual rights and preferences of each interest holder in the VIE’s capital structure.

 

Use of estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.

 

Cash and cash equivalents and concentration of cash

 

For statement of cash flows purposes, the Company considers all cash on hand and in banks, certificates of deposit with state owned banks in the People’sPeoples Republic of China (“PRC”) and banks in the United States, and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company maintains large sums of cash in three major banks in China. The aggregate cash in such accounts and on hand as of March 31,September 30, 2019 and June 30, 20182019 were $69,242,037$82,826,326 and $150,805,639,$72,178,448, respectively. TheThere is no insurance securing these deposits in China. In addition, the Company had $69,089,192 and $150,785,737 in cash in banks in China, and also had $152,845$127,615 and $19,902$81,356 in cash in two banks in the United States as of March 31,September 30, 2019 and June 30, 2018,2019 respectively. Cash overdraftsoverdraft as of a balance sheet date will be reflected as liabilities in the balance sheet. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

 

Accounts receivable

 

The Company’s policy is to maintain reserves for potential credit losses on accounts receivable. Management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves at each year-end. Accounts considered uncollectible are written off through a charge to the valuation allowance. As of March 31,September 30, 2019, and June 30, 2018,2019, the Company had accounts receivable of $154,557,359$138,984,949 and $174,460,937,$145,190,160, net of allowance for doubtful accounts of $23,158,524$27,993,503 and $24,551,796,$33,515,410, respectively. The Company adopts no policy to accept product returns after the sales delivery.

 


Inventories

 

Inventory is valued at the lower of cost (determined on a weighted average basis) or market. Inventories consist of raw materials, work in process, finished goods and packaging materials. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary. On March 31,At September 30, 2019 and 2018, the Company had no reserve for obsolete goods.


Intangible Assets

 

The Company records intangible assets acquired individually or as part of a group at fair value. Intangible assets with definitedefinitive lives are amortized over the useful life of the intangible asset, which is the period over which the asset is expected to contribute directly or indirectly to the entity’s future cash flows. The Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company has not recorded an impairment of intangible assets as of March 31,September 30, 2019 and 2018 respectively.

 

Customer deposits

 

Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. When all revenue recognition criteria are met, the customer deposits are recognized as revenue. As of March 31,September 30, 2019, and June 30, 2018,2019, the Company had customer deposits of $7,793,572$6,164,137 and $7,251,967,$6,514,619, respectively.


Earnings per share

 

Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards.

 

The components of basic and diluted earnings per share consist of the following:

 

  Three Months Ended 
  March 31, 
  2019  2018 
Net Income from continuing operations for Basic Earnings Per Share  5,117,899   7,627,033 
Net Income from discontinued operations for Basic Earnings Per Share $0  $0 
Basic Weighted Average Number of Shares  39,546,944   38,511,264 
Basic net earnings per share from continuing operations  0.13   0.20 
Basic net earnings per share from discontinued operations $0  $0 
Net Income from continuing operations for Diluted Earnings Per Share  5,117,899   7,627,033 
Net Income from discontinued operations for Diluted Earnings Per Share $0  $0 
Diluted Weighted Average Number of Shares  39,546,944   38,511,264 
Diluted net earnings per share from continuing operations  0.13   0.20 
Diluted net earnings per share from discontinued operations $0  $0 
  Three Months Ended 
  September 30, 
  2019  2018 
Net Income for Basic Earnings Per Share $(7,315,799) $9,011,805 
Basic Weighted Average Number of Shares  4,504,510   3,241,412 
Net Income Per Share – Basic $(1.62) $2.78 
Net Income for Diluted Earnings Per Share $(7,315,799) $9,011,805 
Diluted Weighted Average Number of Shares  4,504,510   3,241,412 
Net Income Per Share – Diluted $(1.62) $2.78 

 

  Nine Months Ended 
  March 31, 
  2019  2018 
Net Income from continuing operations for Basic Earnings Per Share  16,635,439   20,507,573 
Net Income from discontinued operation for Basic Earnings Per Share $0  $40,394 
Basic Weighted Average Number of Shares  39,165,010   38,551,264 
Basic net earnings per share from continuing operations  0.42   0.53 
Basic net earnings per share from discontinued operations $0  $0 
Net Income from continuing operations for Diluted Earnings Per Share  16,635,439   20,507,573 
Net Income from discontinued operations for Diluted Earnings Per Share $0  $40,394 
Diluted Weighted Average Number of Shares  39,165,010   38,551,264 
Diluted net earnings per share from continuing operations  0.42   0.53 
Diluted net earnings per share from discontinued operations $0  $0 

 

Recent accounting pronouncements

 

Revenue Recognition:In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process that is required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for us in our first quarter of fiscal 2018 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09 (full retrospective method); or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09 (modified retrospective method). We are currently assessing the impact on our consolidated financial statements and have not yet selected a transition approach.


Disclosure of Going Concern Uncertainties: In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for us in our fourth quarter of fiscal 2017 with early adoption permitted. We do not believe the impact of our pending adoption of ASU 2014-15 on the Company’s financial statements will be material.

Financial instrument: In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is not permitted. Accordingly, the standard is effective for us on September 1, 2018. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

Leases: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-2”), which provides guidance on lease amendments to the FASB Accounting Standard Codification. This ASU will be effective for us beginning onin May 1, 2019. We are currently in the process of evaluating the impact of the adoption of ASU 2016-2 on our consolidated financial statements.

 

Stock-based Compensation: In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 changes how companies account for certain aspects of stock-based awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for us in the first quarter of 2018, and earlier adoption is permitted. We are still evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

Financial Instruments - Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision-usefuldecision useful to users of the financial statements. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is allowed as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is still evaluating the effect that this guidance will have on the Company’s consolidated financial statements and related disclosures.

Statement of Cash Flows: In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): The amendments in this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The amendments in this Update provide guidance on the following eight specific cash flow issues. The amendments are an improvement to GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practice described above. ASU 2016-15 is effective for the Company for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is still evaluating the effect that this guidance will have on the Company’s consolidated financial statements and related disclosures.

Statement of Cash Flows: In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This update is effective in fiscal years, including interim periods, beginning after December 15, 2017, and early adoption is permitted. The adoption of this guidance will result in the inclusion of the restricted cash balances within the overall cash balance and removal of the changes in restricted cash activity, which are currently recognized in other financing activities, on the Statements of Consolidated Cash Flows. Furthermore, an additional reconciliation will be required to reconcile Cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to sum to the total shown in the Statements of Consolidated Cash Flows. The Company anticipates adopting this new guidance effective July 1, 2018. The Company is currently evaluating this guidance and the impact it will have on the Consolidated Financial Statements and disclosures. 


Business Combination: In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance will be effective for us in the first quarter of 2018 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements.

Stock-based CompensationIn May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock compensation (Topic 718): Scope of modification accounting” (“ASU 2017-09”). The purpose of the amendment is to clarify which changes to the terms or condition of a share-based payment award require an entity to apply modification accounting. For all entities that offer share-based payment awards, ASU 2017-09 are effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently assessing the impact of ASU 2017-09 on its condensed consolidated financial statements.

  

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

Income Tax:In March 2018, the FASB issued ASU 2018-05 which amends ASC 740, “Income Taxes,” to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act enacted on December 22, 2017 (the “Tax Act”) pursuant to Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. Under SAB 118, companies are able to record a reasonable estimate of the impact of the Tax Act if one is able to be determined and report it as a provisional amount during the measurement period. The measurement period is not to extend beyond one year from the enactment date.


NOTE 3 – INVENTORIES

 

Inventories consisted of the following:

 

 March 31, June 30,  September 30, June 30, 
 2019  2018  2019 2019 
Raw materials $88,221,690  $13,154,465  $62,610,039  $102,268,620 
Supplies and packing materials $511,574  $566,254  $479,704  $496,138 
Work in progress $403,463  $417,130  $368,578  $390,708 
Finished goods $43,442,485  $39,646,965  $83,390,205  $58,858,423 
Total $132,579,212  $53,784,814  $146,848,526  $162,013,889 

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment consisted of the following:

 

 March 31, June 30,  September 30, June 30, 
 2019  2018  2019 2019 
Building and improvements $39,785,362  $40,319,393  $37,328,816  $38,877,508 
Auto  3,467,594   3,504,028   3,137,269   3,391,040 
Machinery and equipment  18,546,840   18,765,192   17,375,507   18,125,539 
Agriculture assets  758,349   768,528   0   741,044 
Total property, plant and equipment  62,558,145   63,357,141   57,841,592   61,135,130 
Less: accumulated depreciation  (34,437,635))  (32,462,458)  (33,010,946)  (34,465,192)
Total $28,120,511  $30,894,683  $24,830,646  $26,669,938 

  

NOTE 5 – INTANGIBLE ASSETS

 

Intangible assets consisted of the following:

 

 March 31, June 30,  September 30, June 30, 
 2019  2018  2019 2019 
Land use rights, net $9,619,316  $9,930,420  $8,913,053  $9,341,327 
Technology patent, net  3,187   3,570   2,360   3,004 
Customer relationships, net  2,551,841   3,578,724   1,781,605   2,174,564 
Non-compete agreement  497,814   659,500   371,403   436,634 
Trademarks  6,064,300   6,145,700   5,689,860   5,925,920 
Total $18,736,458  $20,317,914  $16,758,281  $17,881,449 

 

LAND USE RIGHT

 

On September 25, 2009, Yuxing was granted a land use right for approximately 88 acres (353,000 square meters or 3.8 million square feet) by the People’s Government and Land & Resources Bureau of Hu County, Xi’an, Shaanxi Province. The fair value of the related intangible asset was determined to be the respective cost of RMB73,184,895 (or $10,904,549)$10,231,248). The intangible asset is being amortized over the grant period of 50 years using the straight linestraight-line method.

 

On August 13, 2003, Tianjuyuan was granted a certificate of Land Use Right for a parcel of land of approximately 11 acres (42,726 square meters or 459,898 square feet) at Ping Gu District, Beijing. The purchase cost was recorded at RMB 1,045,950RMB1,045,950 (or $155,847)$146,224). The intangible asset is being amortized over the grant period of 50 years.

 

On August 16, 2001, Jinong received a land use right as a contribution from a shareholder, which was granted by the People’s Government and Land & Resources Bureau of Yangling District, Shaanxi Province. The fair value of the related intangible asset at the time of the contribution was determined to be RMB7, 285,099RMB7,285,099 (or $1,085,480)$1,018,457). The intangible asset is being amortized over the grant period of 50 years.


The Land Use Rights consisted of the following:

 

 March 31, June 30,  September 30, June 30, 
 2019  2018  2019 2019 
Land use rights $12,145,874  $12,308,907  $11,395,929   11,868,721 
Less: accumulated amortization  (2,526,557))  (2,378,488)  (2,482,876)  (2,527,394)
Total land use rights, net $9,619,317  $9,930,419  $8,913,053   9,341,327 

 

TECHNOLOGY PATENT

 

On August 16, 2001, Jinong was issued a technology patent related to a proprietary formula used in the production of humic acid. The fair value of the related intangible asset was determined to be the respective cost of RMB5, 875,068RMB 5,875,068 (or $875,385)$821,335) and is being amortized over the patent period of 10 years using the straight linestraight-line method. This technology patent has been fully amortized.

 

On July 2, 2010, the Company acquired Gufeng and its wholly-owned subsidiary Tianjuyuan. The fair value onof the acquired technology patent was estimated to be RMB9, 200,000RMB9,200,000 (or $1,370,800)$1,286,160) and is amortized over the remaining useful life of six years using the straight linestraight-line method. As of June 30, 2019, this technology patent is fully amortized.

 

The technology know-how consisted of the following:

 

 March 31, June 30,  September 30, June 30, 
 2019  2018  2019 2019 
Technology know-how $2,251,081  $2,276,335  $2,111,639  $2,199,247 
Less: accumulated amortization  (2,251,081)  (2,276,335)  (2,109,280)  (2,196,243)
Total technology know-how, net $-  $-  $2,360  $3,004 

 

CUSTOMER RELATIONSHIPS

 

On July 2, 2010, the Company acquired Gufeng and its wholly-owned subsidiary Tianjuyuan. The fair value of the acquired customer relationships was estimated to be RMB65, 000,000RMB65,000,000 (or $9,685,000)$9,087,000) and is amortized over the remaining useful life of ten years. On June 30, 2016 and January 1, 2017, the Company acquired the sales VIE Companies. The fair value of the acquired customer relationships was estimated to be RMB14,729,602RMB16,472,179 (or $2,194,711)$2,302,811) and is amortized over the remaining useful life of seven to ten years.

 

 March 31, June 30,  September 30, June 30, 
 2019  2018  2019 2019 
Customer relationships $11,879,712  $12,039,169  $11,146,198  $11,608,629 
Less: accumulated amortization  (9,327,871)  (8,460,445)  (9,364,594)  (9,434,065)
Total customer relationships, net $2,551,841  $3,578,724  $1,781,605  $2,174,564 

 

NON-COMPETE AGREEMENT

 

On July 2, 2010, the Company acquired Gufeng and its wholly-owned subsidiary Tianjuyuan. The fair value of the acquired non-compete agreement was estimated to be RMB1,320,000 (or $196,680)$184,536) and is amortized over the remaining useful life of five years using the straight line method. On June 30, 2016 and January 1, 2017, the Company acquired the sales VIE Companies. The fair value of the acquired non-compete agreements was estimated to be RMB6,843,439RMB6,150,683 (or $1,019,672)$859,865) and is amortized over the remaining useful life of five years using the straight line method.

 

 March 31, June 30,  September 30, June 30, 
 2019 2018  2018 2018 
Non-compete agreement $1,216,352 $1,232,680  $1,141,248  $1,188,597 
Less: accumulated amortization  (718,538))  (573,180)  (769,845)  (751,963)
Total non-compete agreement, net $497,814 $659,500  $371,403  $436,634 

TRADEMARKS

 

On July 2, 2010, the Company acquired Gufeng and its wholly-owned subsidiary Tianjuyuan. The preliminary fair value of the acquired trademarks was estimated to be RMB40, 700,000RMB40,700,000 (or $6,064,300)$5,689,860) and is subject to an annual impairment test.


 

AMORTIZATION EXPENSE

 

Estimated amortization expenses of intangible assets for the next five twelve months periods ending March 31,ended September 30, are as follows:

 

Twelve Months Ending March 31, Expense
($)
 
Twelve Months Ended on September 30, Expense ($) 
2020  1,865,109   1,501,676 
2021  1,096,543   744,046 
2022  681,884   560,232 
2023  577,619   509,657 
2024  464,116   371,644 

  

NOTE 6 – OTHER NON-CURRENT ASSETS

 

Other non-current assets mainly include advance payments related to leasing land for use by the Company. As of March 31,September 30, 2019, the balance of other non-current assets was $16,165,257, consisting of$14,252,051, which was the lease fee advances for agriculture lands that the Company engaged in Shiquan County from 2019 to 2027.

 

In March 2017, Jinong entered into a lease agreement for approximately 3,400 mu, and 2600 hectare agriculture lands in Shiquan County, Shaanxi Province. The lease was from April 2017 and was renewable for every ten-year period up to 2066. The aggregate leasing fee was approximately RMB 13 million per annum, The Company had made 10-year advances of leasing fee per lease terms. The Company has amortized $1.5$0.1 million as expenses for the ninethree months ended March 31,September 30, 2019.

 

Estimated amortization expenses of the lease advance payments for the next four twelve-month periods ended March 31September 30 and thereafter are as follows:

 

Twelve months ending March 31,   
Twelve months ending September 30,   
2020 $2,000,325  $1,876,815 
2021 $2,000,325  $1,876,815 
2022 $2,000,325  $1,876,815 
2023 $2,000,325  $1,876,815 
2024 and thereafter $8,163,957  $6,744,791 

 

NOTE 7 – ACCRUED EXPENSES AND OTHER PAYABLES

 

Accrued expenses and other payables consisted of the following:

 

 March 31, June 30,  September 30, June 30, 
 2019  2018  2019  2019 
Payroll payable $27,020  $13,788  $23,135  $24,891 
Welfare payable  152,970   155,023   143,524   149,479 
Accrued expenses  6,475,802   5,368,348   6,713,152   6,847,041 
Other payables  4,437,889   4,543,261   4,998,230   4,886,202 
Other levy payable  124,961   126,638   117,245   122,109 
Total $11,218,642  $10,207,058  $11,995,286  $12,029,722 

NOTE 8 – AMOUNT DUE TO RELATED PARTIES TRANSACTIONS

 

At the end of December 2015, Yuxing entered into a sales agreement with the Company’s affiliate, 900LH.com Food Co., Ltd. (“900LH.com”, previously announced as Xi’an Gem Grain Co., Ltd) pursuant to which Yuxing is to supply various vegetables to 900LH.com for its incoming seasonal sales at the holidays and year ends (the “Sales Agreement”). The contingent contracted value of the Sales Agreement is RMB 25,500,000 (approximately $3,799,500)$3,564,900). For the ninethree months ended March 31,Ended September 30, 2019 and 2018, Yuxing has sold approximately $185,311$199,469 and $206,902$71,962 products to 900LH.com.

 

The amount due from 900LH.com to Yuxing was $0 and $235,551 asAs of March 31,September 30, 2019, and June 30, 2018, respectively.

As of March 31, 2019, and June 30, 2018, the amount due to related parties was $3,666,440$3,800,160 and $3,271,619,$3,641,945, respectively.  As of March 31,September 30, 2019, and June 30, 2018, $1,043,0002019, $978,600 and $1,057,000,$1,019,200, respectively were amounts that Gufeng borrowed from a related party, Xi’an Techteam Science & Technology Industry (Group) Co. Ltd., a company controlled by Mr. Zhuoyu Li, Chairman and CEO of the Company, representing unsecured, non-interest bearingnon-interest-bearing loans that are due on demand.  These loans are not subject to written agreements.

 

As of March 31,September 30, 2019, and June 30, 2018,2019, the Company’s subsidiary, Jinong, owed 900LH.com $412,193$384,282 and $388,353,$400,225, respectively.

 

On June 29,July 1, 2018, Jinong renewed thesigned an office lease with Kingtone Information Technology Co., Ltd. (“Kingtone Information”), of which Mr. Zhuoyu Li, Chairman and CEO of the Company, servesserved as Chairman of its board of directors.Chairman. Pursuant to the lease, Jinong rented 612 square meters (approximately 6,588 square feet) of office space from Kingtone Information. The lease provides for a four-yeartwo-year term effective as of July 1, 2018 with a monthly rent of RMB24,480 (approximately $3,648)$3,422).

 


NOTE 9 – LOAN PAYABLES

 

As of March 31,September 30, 2019, the short-term loan payables consisted of twothree loans which mature on dates ranging from May 21June 2, 2020 through June 18, 2019,27, 2020 with interest rates ranging from 5.22% to 6.31%. BothAll loans are collateralized by Tianjuyuan’s land use right and building ownership right.

 

No. Payee Loan period per agreement Interest Rate  March 31,
2019
 
1 Bank of Beijing - Pinggu Branch May 22, 2018-May 21, 2019  5.22%  1,490,000 
2 Postal Saving Bank of China - Pinggu Branch June 19, 2018-June 18, 2019  6.31%  2,980,000 
  Total       $4,470,000 

No. Payee Loan period per agreement Interest Rate  September 30,
2018
 
1 Postal Saving Bank of China - Pinggu Branch June 3, 2019-June 2, 2020  6.31%  2,760,000 
2 Beijing Bank - Pinggu Branch June 28, 2019-June 27, 2020  5.22%  699,000 
3 Beijing Bank - Pinggu Branch August 14, 2019-June 27, 2020  5.22%  279,600 
  Total       $3,774,600 

 

The interest expense from short-term loans was $457,885$70,789 and $452,640$93,122 for the nine monthsperiod ended March 31,September 30, 2019 and 2018 respectively.


NOTE 10 – CONVERTIBLE NOTES PAYABLE

 

Relating to the acquisition of the VIE Companies, the Company subsidiary, Jinong, issued to the VIE Companies shareholders convertible notes payable twice, in the aggregate notional amount of RMB 51,000,000 ($7,599,000)7,129,800) with a term of three years and an annual interest rate of 3%.

 

No. Related Acquisitions of Sales VIEs Issuance Date Maturity Date Notional Interest
Rate
  Conversion Price  Notional Amount
(in RMB)
  Related Acquisitions of Sales VIEs Issuance Date Maturity Date Notional Interest Rate Conversion Price Notional Amount
(in RMB)
 
1 Wangtian, Lishijie, Shenqiu, Xindeguo, Xinyulei, Jinyangguang June 30, 2016 June 30, 2019  3% $5.00   39,000,000  Wangtian, Lishijie, Xindeguo, Xinyulei, Jinyangguang June 30, 2016 June 30, 2019 3% $5.00 39,000,000 
2 Fengnong, Xiangrong January 1, 2017 December 31, 2019  3% $5.00   12,000,000  Fengnong, Xiangrong January 1, 2017 December 31, 2019 3% $5.00 12,000,000 

 

The convertible notes take priority over the preferred stock and common stock of Jinong, and any other class or series of capital stocks Jinong issues in the future in terms of interests and payments in the event of any liquidation, dissolution or winding up of Jinong. On or after the third anniversary of the issuance date of the note, noteholders may request Jinong to process the note conversion to convert the note into shares of the Company’s common stock. The notes cannot be converted prior to the maturitymature date. The per share conversion price of the notes is the higher of the following: (i) $5.00 per share or (ii) 75% of the closing price of the Company’s common stock on the date the noteholder delivers the conversion notice. Due to the discontinuation of VIE agreements with Zhenbai’s shareholders, certain convertible notes issued on June 30, 2016 with a face amount of RMB 12,000,000 ($1,788,000)1,677,600) were tendered back to the Company. All outstanding balance of unpaid principal and accrued interest in the tendered convertible notes were forfeited.

 

The Company determined that the fair value of the convertible notes payable outstanding was RMB 50,927,525 (or $7,588,201)51,776,525 ($7,238,358) and RMB48, 820,525RMB 51,629,859 ($7,274,258)7,217,854) as of March 31,September 30, 2019 and June 30, 2018,2019, respectively. Aside from the forfeiture of the convertible notes previously issued to Zhenbai’s shareholders, the difference between the fair value of the notes and the face amount of the notes is being amortized to accretion implied interest expense over the three-year life of the notes. As of March 31,September 30, 2019, the accumulated amortization of this discount into accretion expenses was $1,230,864.$1,354,691.

 


NOTE 11 – TAXES PAYABLE

 

Enterprise Income Tax

 

Effective January 1, 2008, the Enterprise Income Tax (“EIT”) law of the PRC replaced the tax laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The EIT rate of 25% replaced the 33% rate that was applicable to both DEs and FIEs. The two yeartwo-year tax exemption and three yearthree-year 50% tax reduction tax holiday for production-oriented FIEs was eliminated. Since January 1, 2008, Jinong became subject to income tax in China at a rate of 15% as a high-tech company, as a resultbecause of the expiration of its tax exemption on December 31, 2007. Accordingly, it made provision for income taxes for the nine monthsthree-month period ended March 31,September 30, 2019 and 2018 of $1,007,503$449,131 and $2,689,188,$1,654,416, respectively, which is mainly due to the operating income from Jinong. Gufeng is subject to 25% EIT rate and thus it made provision for income taxes of $ 2,916,912 and $1,899,873 for the nine months ended March 31, 2019 and 2018, respectively.VIEs.

 

Value-Added Tax

 

All of the Company’s fertilizer products that are produced and sold in the PRC were subject to a Chinese Value-Added Tax (VAT) of 13% of the gross sales price. On April 29, 2008, the PRC State of Administration of Taxation (SAT) released Notice #56, “Exemption of VAT for Organic Fertilizer Products”, which allows certain fertilizer products to be exempt from VAT beginning June 1, 2008. The Company submitted the application for exemption in May 2009, which was granted effective September 1, 2009, continuing through December 31, 2015. On August 10, 2015 and August 28, 2015, the SAT released Notice #90. “Reinstatement of VAT for Fertilizer Products”, and Notice #97, “Supplementary Reinstatement of VAT for Fertilizer Products”, which restore the VAT of 13% of the gross sales price on certain fertilizer products includes non-organic fertilizer products starting from September 1, 2015, but granted taxpayers a reduced rate of 3% from September 1, 2015 through June 30, 2016.

 

On April 28, 2017, the PRC State of Administration of Taxation (SAT) released Notice 2017 #37, “Notice on Policy of Reduced Value Added Tax Rate,” under which, effective July 1, 2017, all of the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 11% of the gross sales price. The tax rate was reduced 2% from 13%.

On April 4, 2018, the PRC State of Administration of Taxation (SAT) released Notice 2018 #32, “Notice on Adjustment of VAT Tax Rate,” under which, effective May 1, 2018, all of the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 10% of the gross sales price. The tax rate was reduced 1% from 11%.

On March 20, 2019, the PRC State of Administration of Taxation (SAT) released Notice 2019 #39, “Announcement on Policies Concerning Deepening the Reform of Value Added Tax,” under which, effective April 1, 2019, all of the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 9% of the gross sales price. The tax rate was reduced 1% from 10%.

Income Taxes and Related Payables

 

Taxes payable consisted of the following:

  Sept 30,  June 30, 
  2019  2019 
VAT provision $(395,421) $(424,535)
Income tax payable  (179,628)  1,550,830 
Other levies  1,185,679   1,220,859 
Total $610,630  $2,347,154 

 

  March 31,  June 30, 
  2019  2018 
VAT provision $(469,900) $(449,140)
Income tax payable  3,636,081   554,065 
Other levies  999,839   836,747 
Total $4,166,020  $941,672 

The provision for income taxes consists of the following:following

 

 September 30, September 30, 
 March 31,
2019
  June 30,
2018
  2019 2018 
Current tax - foreign $5,321,671  $6,841,592  $449,131  $1,654,416 
Repatriation Tax  -   29,010,535 
Deferred tax  -   - 
Total $5,321,671  $35,852,127  $449,131  $1,654,416 

 


Tax Rate Reconciliation

 

Our effective tax rates were approximately 24.2%-6.5% and 19.8%15.5% for the nine months ended March 31,three Months Ended September 30, 2019 and 2018, respectively. Substantially all of the Company’s income before income taxes and related tax expense are from PRC sources. Actual income tax benefit reported in the consolidated statements of income and comprehensive income differ from the amounts computed by applying the US statutory income tax rate of 21% to income before income taxes for the ninethree months ended March 31,Ended September 30, 2019 and 2018 for the following reasons:

  

March 31, 2019         
  China  United States       
  15% - 25%  34%  Total    
                      
Pretax income (loss) $23,320,275   -   (1,363,166)         -  $21,957,109             
                             
Expected income tax expense (benefit)  5,830,069   25.0%  (286,265)      21.0%  5,543,804     
High-tech income benefits on Jinong  (671,669)  (2.9)%          -   (671,669)    
Losses from subsidiaries in which no benefit is recognized  163,271   0.7%          -   163,271     
Change in valuation allowance on deferred tax asset from US tax benefit  0   -   286,265       (21.0)%  286,265     
Actual tax expense $5,321,671   22.8% $-       -% $5,321,671   24.2%

September 30, 2019

 

March 31, 2018         
  China  United States       
  15% - 25%  34%  Total    
                      
Pretax income (loss) $26,650,476   -   (1,035,728)    -  $25,614,748    
                             
Expected income tax expense (benefit)  6,662,619   25.0%  (352,147)      34.0%  6,310,472     
High-tech income benefits on Jinong  (2,689,188)  (10)%          -   (2,689,188)    
Losses from subsidiaries in which no benefit is recognized  (1,093,349)  4%            -   (1,093,349)    
Change in valuation allowance on deferred tax asset from US tax benefit  0   -   352,147   352,147   (34.0)%  352,147     
Actual tax expense $5,066,780   19% $-       -% $5,066,780   19.8%

  China     United States          
  15% - 25%     21%     Total    
Pretax income (loss) $(6,527,995)      (338,673)     $(6,866,668)    
                         
Expected income tax expense (benefit)  (1,631,999)  25.0%  (71,121)  21.0%  (1,703,120)    
High-tech income benefits on Jinong  (61,659)  0.9%  -   -   (61,659)    
Losses from subsidiaries in which no benefit is recognized  2,142,789   (32.8)%  -   -   2,142,789     
Change in valuation allowance on deferred tax asset from US tax benefit  -       71,121   (21.0)%  71,121     
Actual tax expense $449,131   (6.9)% $-   -% $449,131   (6.5)%

 

16September 30, 2018

 

  China     United States          
  15% - 25%     21%     Total    
Pretax income (loss) $11,287,985       (621,765)     $10,666,220     
                         
Expected income tax expense (benefit)  2,821,996   25.0%  (130,571)  21.0%  2,691,426     
High-tech income benefits on Jinong  (1,041,180)  (9.5)%  -   -   (1,041,180)    
Losses from subsidiaries in which no benefit is recognized  (126,400)  (1.1)%  -   -   (126,400)    
Change in valuation allowance on deferred tax asset from US tax benefit  -       130,571   (21.0)%  130,571     
Actual tax expense $1,654,416   14.7% $-   -% $1,654,416   15.5%

 

NOTE 12 – STOCKHOLDERS’ EQUITY

 

Common Stock

 

There was no issuance share of common stock duringOn July 2, 2019, the three and nine months ended March 31, 2019.

As of March 31, 2019, and June 30, 2018, there were 39,546,945 and 38,896,945Company issued 59,567 shares of common stock issuedto pay off consulting services under the 2009 Plan. The value of the stock was $330,000 and outstanding.was based on the fair value of the Company’s common stock on the grant date.

 

On April 25, 2019, the Company entered into a Stock Purchase Agreement (the “SPA”) with certain non-US persons, as defined in Regulation S promulgated under the Securities Act of 1933, in connection with a private placement offering of 6,000,000 shares of common stock, par value $0.001 per share, of the Company. The purchase price per share of the offering is $1.00. On April 26, 2019, the Company issued 6,000,000 Shares of the Company’s Common Stock, par value $0.001 per share, pursuant to the SPA. The Shares issued in the offering are exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder. 

On May 10,August 13, 2019, the Company sold 2,270,000212,000 shares of common stock at the price of $1.00$10.00 per share for total proceeds of $2,270,000$2,120,000 to certain third-party individuals. The issuances were completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

 

On August 15, 2019, Shaanxi Baoyu Science and Technology Investment Company, a limited liability investment company incorporated in the People’s Republic of China (“Shaanxi Baoyu”), entered into a certain Stock Purchase Agreement (the “SPA”) pursuant to Regulation S promulgated under the Securities Act of 1933 with the Company in connection with a private placement offering of 471,000 shares of Common Stock, par value $0.001 per share, of the Company. The purchase price per share of the offering was $12.00 for total proceeds of $5,652,000. On August 16, 2019, the Company issued 471,000 Shares of the Company’s Common Stock, par value $0.001 per share, to Shaanxi Baoyu, pursuant to the SPA.

On August 19, 2019, the Company sold 248,000 shares of common stock at the price of $10.00 per share for total proceeds of $2,480,000 to certain unrelated individuals. The issuances were completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

On November 15, 2019, the Company issued 995,000 shares of common stock at the price of $5.00 per share for the total amount of $4,975,000 to the holders of the Company’s convertible notes payable in connection with the payment of the convertible notes’ principal and interests. The convertible notes were issued on June 30, 2016 and matured on June 30, 2019.

There were no shares of common stock issued during the quarter ended September 30, 2018.

As of September 30, 2019, and June 30, 2019, there were 4,977,479 and 3,986,912 shares of common stock issued and outstanding, respectively.


Preferred Stock

 

Under the Company’s Articles of Incorporation, the Board has the authority, without further action by stockholders, to designate up to 20,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be greater than the rights of the common stock. If the Company sells preferred stock under its registration statement on Form S-3, it will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series in the certificate of designation relating to that series and will file the certificate of designation that describes the terms of the series of preferred stock the Company offers before the issuance of the related series of preferred stock.

 

As of March 31,September 30, 2019, the Company has 20,000,000 shares of preferred stock authorized, with a par value of $.001 per share, of which no shares are issued or outstanding.

 

NOTE 13 – CONCENTRATIONS

 

Market Concentration

 

All of the Company'sCompany’s revenue-generating operations are conducted in the PRC. Accordingly, the Company'sCompany’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC'sPRC’s economy.

 

The Company'sCompany’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among other things, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by, among other things, changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation.

 

Vendor and Customer Concentration

 

There were three vendors,only one vendor from which the Company purchased 14.2%, 13.7% and 11.8%more than 10% of its raw materials, with the total of 10.6% of its raw materials for fertilizer manufacturing during the yearthree months ended March 31,September 30, 2019. Total purchasepurchases from this vendor are $1,859,830 for the three-month period ended September 30, 2019.

There were four vendors from each of which the Company purchased more than 10% of its raw materials, with the total of 47.6% of its raw materials for the three months ended September 30, 2018. Total purchases from these threefour vendors was amounted to $58,658,521 as March 31, 2019. 

None of the vendors accounted over 10% of the Company’s purchase of raw materials and supplies$26,676,809 for the nine monthsthree-month period ended March 31,September 30, 2018.

  

None of the customers

No customer accounted for over 10% of the Company’s sales for the ninethree months ended March 31,Ended September 30, 2019 and 2018.

17

 

NOTE 14 – SEGMENT REPORTING

 

As of March 31, 2019, the

The Company wasis organized into four main business segments, based on location and product: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production) and the sales VIEs. Each of the four operating segments referenced above has separate and distinct general ledgers. The chief operating decision maker (“CODM”) receives financial information, including revenue, gross margin, operating income and net income produced from the various general ledger systems to make decisions about allocating resources and assessing performance; however, the principal measure of segment profitability or loss used by the CODM is net income by segment.

 

  Three Months Ended
March 31,
  Nine Months Ended
March 31,
 
  2019  2018  2019  2018 
Revenues from unaffiliated customers:            
Jinong $22,077,336  $27,490,333  $61,561,229  $80,475,373 
Gufeng  67,167,427   38,932,597   106,996,368   81,602,384 
Yuxing  2,817,942   3,041,891   7,828,981   6,788,282 
VIES  16,057,865   13,086,062   41,943,261   39,412,820 
Consolidated $108,120,570  $82,550,883  $218,329,839  $208,278,859 
                 
Operating income:                
Jinong $(2,210,904) $5,704,281  $6,888,634  $18,047,510 
Gufeng  7,111,832   3,210,959   11,214,341   7,866,697 
Yuxing  125,839)  (951,474)  (3,477,668)  (553,726)
VIES  2,821,741   2,067,194   9,201,792   2,106,396 
Reconciling item (1)  0   0   0   0 
Reconciling item (2)  (399,196)  (404,960)  (1,363,180)  (1,035,731)
Consolidated $7,449,312  $9,625,999  $22,463,919  $26,431,146 
                 
Net income:                
Jinong $(1,980,471) $4,778,486  $5,709,185  $15,238,735 
Gufeng  5,260,432   2,310,042   8,111,897   5,526,873 
Yuxing  125,259   (951,805)  (3,478,089)  (553,314)
VIES  2,111,941   1,892,425   7,668,280   1,653,220 
Reconciling item (1)  4   0   14   4 
Reconciling item (2)  (399,196)  (404,960)  (1,363,180)  (1,035,731)
Reconciling item (3)  (68)  2,844   (12,667)  (322,214)
Consolidated $5,117,901  $7,627,033  $16,635,441  $20,507,573 
                 
Depreciation and Amortization:                
Jinong $199,460  $226,678  $592,424  $1,502,805 
Gufeng  542,033   574,120   1,607,957   1,674,176 
Yuxing  307,835   327,729   912,554   955,530 
VIES  188,309   195,922   558,892   568,835 
Consolidated $1,237,638  $1,324,449  $3,671,827  $4,701,346 
                 
Interest expense:                
Jinong  70,000   74,270   207,758   216,553 
Gufeng  75,621   105,299   250,127   311,667 
Yuxing  0   0   0   0 
Sales VIEs  0   (1,091)  0   (75,580)
Consolidated $145,621  $178,478  $457,885  $452,640 
                 
Capital Expenditure:                
Jinong $781  $537  $4,273  $4,686 
Gufeng  394   (11,286)  45,998   2,878 
Yuxing  726   350   8,825   5,122 
VIES  0   20,520   0   20,520 
Consolidated $1,901  $10,120  $59,096  $33,207 

  As of 
  March 31,  June 30, 
  2019  2018 
Identifiable assets:      
Jinong $148,860,709  $226,335,489 
Gufeng  255,784,087   168,572,947 
         
Sales VIES  76,434,439   87,567,782 
Reconciling item (1)  599,845   512,622 
Reconciling item (2)  (2,879))  (2,879)
Consolidated $481,676,200  $482,985,960 

  Three Months Ended September 30, 
Revenues from unaffiliated customers: 2019  2018 
Jinong $19,054,816  $22,496,533 
Gufeng  16,323,217   17,473,251 
Yuxing  2,539,711   2,387,546 
Sales VIEs  12,903,827   15,597,474 
Consolidated $50,821,571  $57,954,804 
         
Operating income :        
Jinong $578,043  $6,928,090 
Gufeng  (11,500,258)  1,609,052 
Yuxing  154,678   193,177 
Sales VIEs  4,293,317   2,631,299 
Reconciling item (1)  0   0 
Reconciling item (2)  (338,680)  (621,764)
Consolidated $(6,812,900) $10,739,854 
         
Net income:        
Jinong $524,101  $5,900,016 
Gufeng  (11,511,954)  1,120,344 
Yuxing  154,555   193,178 
Sales VIEs  3,868,486   2,420,029 
Reconciling item (1)  6   2 
Reconciling item (2)  (338,680)  (621,766)
Reconciling item (3)  (12,315)    
Consolidated $(7,315,800) $9,011,805 
         
Depreciation and Amortization:        
Jinong $191,078  $198,258 
Gufeng  520,335   536,619 
Yuxing  295,654   304,818 
Sales VIEs  181,123   186,806 
Consolidated $1,188,190  $1,226,500 
         
Interest expense:        
Jinong  6,412   69,442 
Gufeng  70,789   93,122 
Sales VIEs  1   123 
Consolidated $77,202  $162,686 
         
Capital Expenditure:        
Jinong $4,578  $3,036 
Gufeng  0   26,988 
Yuxing  6,823   1,249 
         
Consolidated $11,401  $31,273 

  As of 
  September 30,  June 30, 
  2019  2019 
Identifiable assets:      
Jinong $156,085,819  $149,166,251 
Gufeng  227,464,880   253,149,321 
Yuxing  34,138,271   35,900,242 
Sales VIEs  44,865,318   42,269,307 
Reconciling item (1)  547,012   518,158 
Reconciling item (2)  (2,879)  (2,879)
Consolidated $463,098,420  $481,000,399 

 

(1)(1)Reconciling amounts refer to the unallocated assets or expenses of Green New Jersey.

 

(2)(2)Reconciling amounts refer to the unallocated assets or expenses of the Parent Company.

 

(3)Reconciling amounts refer to the adjustment for net gain on derivative liability on convertible bonds.

 

NOTE 15 – COMMITMENTS AND CONTINGENCIES

 

On June 29,July 1, 2018, Jinong renewedsigned an office lease with Kingtone Information.Information Technology Co., Ltd. (“Kingtone Information”), of which Mr. Zhuoyu Li, Chairman and CEO of the Company, served as Chairman. Pursuant to the lease, Jinong rented 612 square meters (approximately 6,588 square feet) of office space from Kingtone Information. The lease providedprovides for a four-yeartwo-year term effective as of July 1, 2018 with a monthly rent of $3,648RMB24,480 (approximately RMB 24,480)$3,488).

 

In February 2004, Tianjuyuan signed a fifty-year lease with the village committee of Dong Gao Village and Zhen Nan Zhang Dai Village in the Beijing Ping Gu District, at a monthly rent of $441 (RMB 2,958)RMB 2,958(approximately $422).

 

Accordingly, the Company recorded an aggregate of $36,794$11,729 and $44,252$11,985 as rent expenses from these committed property leases for the nine-monththree-month periods ended March 31,September 30, 2019 and 2018, respectively. The contingent rent expenses herein for the next five twelve-month periods ended March 31September 30, are as follows:

 

Twelve Months ending March 31,   
Years ending September 30,   
2020 $49,059  $46,918 
2021  49,059   46,918 
2022  49,059   46,918 
2023  49,059   46,918 
2024  49,059   46,918 

 

NOTE 16 – VARIABLE INTEREST ENTITIES

 

In accordance with accounting standards regarding consolidation of variable interest entities, VIEs are generally entities that lack enoughsufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-makingdecision making ability. All VIEs with which a 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.

 

Green Nevada through one of its subsidiaries, Jinong, entered into a series of agreements (the “VIE Agreements”) with Yuxing for it to qualify as a VIE, effective June 16, 2013.


The Company has concluded, based on the contractual arrangements, that Yuxing is a VIE and that the Company’s wholly-owned subsidiary, Jinong, absorbs mosta majority of the risk of loss from the activities of Yuxing, thereby enabling the Company, through Jinong, to receive a majority of Yuxing expected residual returns.

 

On June 30, 2016 and January 1, 2017, the Company, through its wholly-owned subsidiary Jinong, entered into strategic acquisition agreements and also into a series of contractual agreements to qualify as VIEs with the shareholders of the sales VIE Companies.

 

Jinong, the sales VIE Companies, and the shareholders of the sales VIE Companies also entered into a series of contractual agreements for the sales VIE Companies to qualify as VIEs (the “VIE Agreements”).


 

On November 30, 2017, the Company, through its wholly-owned subsidiary Jinong, exited the VIE agreements with the shareholders of Zhenbai.

 

As a result of these contractual arrangements, with Yuxing and the sales VIE Companies the Company is entitled to substantially all of the economic benefits of Yuxing and the VIE Companies. The following financial statement amounts and balances of the VIEs were included in the accompanying consolidated financial statements as of March 31,September 30, 2019 and June 30, 2018:2019:

 

 March 31, June 30,  September 30, June 30, 
 2019  2018  2019  2019 
          
ASSETS          
Current Assets          
Cash and cash equivalents $970,474  $982,312  $889,411  $818,312 
Accounts receivable, net  22,545,084   38,295,505   34,488,345   29,933,837 
Inventories  23,002,341   21,133,970   19,863,016   19,944,011 
Other current assets  648,132   988,051   961,931   475,001 
Related party receivable  0   (359,005   79,380   (1,031)
Advances to suppliers  4,848,280   848,458   673,998   3,606,384 
Total Current Assets  52,014,311   61,889,291   56,956,081   54,776,514 
                
Plant, Property and Equipment, Net  10,271,628   11,206,667   9,122,482   9,753,039 
Other assets  223,652   226,654   216,902   218,549 
Intangible Assets, Net  10,641,139   11,348,180   9,627,167   10,212,668 
Goodwill  3,283,709   3,319,732   3,080,957   3,208,779 
Total Assets $76,434,439  $87,990,524  $79,003,589  $78,169,549 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current Liabilities                
Short-term loan $-  $- 
Accounts payable  7,833,312   25,584,614   15,764,216   17,250,276 
Customer deposits  1,021,889   841,694   62,548   256,489 
Accrued expenses and other payables  5,297,819   3,896,340   6,779,449   6,243,753 
Amount due to related parties  43,257,584   43,339,286   41,178,737   42,680,723 
Total Current Liabilities $57,410,604  $73,661,934  $63,784,950  $66,431,241 
        
Long-term Loan  0   0 
Total Liabilities $57,410,604  $73,661,934  $63,784,950  $66,431,241 
                
Stockholders’ equity  19,023,835   14,328,590   15,218,639   11,738,308 
                
Total Liabilities and Stockholders’ Equity  76,434,439  $87,990,524   79,003,589  $78,169,549 

 

  Three months ended
Three Months Ended
March 31,
  Nine months ended
Nine Months Ended
March 31,
 
  2019  2018  2019  2018 
Revenue $18,875,808  $16,127,953  $49,772,242  $47,205,271 
Expenses  16,638,610   13,749,981   45,582,052   39,340,523 
Net income (loss) $2,237,198  $940,622  $4,190,190  $1,140,302 

��

20

  Three Months Ended
September 30,
 
  2019    2018 
Revenue $15,443,538  $17,985,020 
Expenses  11,420,496   15,371,814 
Net income $4,023,042  $2,613,206 

 


 

NOTE 17 – BUSINESS COMBINATIONS

 

On June 30, 2016, the Company, through its wholly-owned subsidiary Jinong, entered into strategic acquisition agreements and also into a series of contractual agreements to qualify as VIEs with the shareholders of Shaanxi Lishijie Agrochemical Co., Ltd., Songyuan Jinyangguang Sannong Service Co., Ltd., Shenqiu County Zhenbai Agriculture Co., Ltd., Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd., Aksu Xindeguo Agricultural Materials Co., Ltd., and Xinjiang Xinyulei Eco-agriculture Science and Technology Co., Ltd.

 

Subsequently, on January 1, 2017, Jinong entered into similar strategic acquisition agreements and a series of contractual agreements to qualify as VIEs with the shareholders of Sunwu County Xiangrong Agricultural Materials Co., Ltd., and Anhui Fengnong Seed Co., Ltd.

 

On November 30, 2017, the Company, through its wholly-owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Zhenbai.

 

The VIE Agreements are as follows:

 

Entrusted Management Agreements

 

Pursuant to the terms of certain Entrusted Management Agreements dated June 30, 2016 and January 1, 2017, between Jinong and the shareholders of the sales VIE Companies (the “Entrusted Management Agreements”), the sales VIE Companies and their shareholders agreed to entrust the operations and management of its business to Jinong. According to the Entrusted Management Agreement, Jinong possesses the full and exclusive right to manage the sales VIE Companies’ operations, assets and personnel, has the right to control all the sales VIE Companies’ cash flows through an entrusted bank account, is entitled to the sales VIE Companies’ net profits as a management fee, is obligated to pay all the sales VIE Companies’ payables and loan payments, and bears all losses of the sales VIE Companies. The Entrusted Management Agreements will remain in effect until (i) the parties mutually agree to terminate the agreement; (ii) the dissolution of the sales VIE Companies; or (iii) Jinong acquires all the assets or equity of the sales VIE Companies (as more fully described below under “Exclusive Option Agreements”).

 

Exclusive Technology Supply Agreements

 

Pursuant to the terms of certain Exclusive Technology Supply Agreements dated June 30, 2016 and January 1, 2017, between Jinong and the sales VIE companies (the “Exclusive Technology Supply Agreements”), Jinong is the exclusive technology provider to the sales VIE companies. The sales VIE companies agreed to pay Jinong all fees payable for technology supply prior to making any payments under the Entrusted Management Agreement. The Exclusive Technology Supply Agreements shall remain in effect until (i) the parties mutually agree to terminate the agreement; (ii) the dissolution of the sales VIE companies; or (iii) Jinong acquires the sales VIE companies (as more fully described below under “Exclusive Option Agreements”).

 

Shareholder’s Voting Proxy Agreements

 

Pursuant to the terms of certain Shareholder’s Voting Proxy Agreements dated June 30, 2016 and January 1, 2017, among Jinong and the shareholders of the sales VIE companies (the “Shareholder’s Voting Proxy Agreements”), the shareholders of the sales VIE companies irrevocably appointed Jinong as their proxy to exercise on such shareholders’ behalf all of their voting rights as shareholders pursuant to PRC law and the Articles of Association of the sales VIE companies, including the appointment and election of directors of the sales VIE companies. Jinong agreed that it shall maintain a board of directors, the composition and appointment of which shall be approved by the Board of the Company. The Shareholder’s Voting Proxy Agreements will remain in effect until Jinong acquires all the assets or equity of the sales VIE companies.


Exclusive Option Agreements

 

Pursuant to the terms of certain Exclusive Option Agreements dated June 30, 2016 and January 1, 2017, among Jinong, the sales VIE companies, and the shareholders of the sales VIE companies (the “Exclusive Option Agreements”), the shareholders of the sales VIE companies granted Jinong an irrevocable and exclusive purchase option (the “Option”) to acquire the sales VIE companies’ equity interests and/or remaining assets, but only to the extent that the acquisition does not violate limitations imposed by PRC law on such transactions. The Option is exercisable at any time at Jinong’s discretion so long as such exercise and subsequent acquisition of the sales VIE companies does not violate PRC law. The consideration for the exercise of the Option is to be determined by the parties and memorialized in the future by definitive agreements setting forth the kind and value of such consideration. Jinong may transfer all rights and obligations under the Exclusive Option Agreements to any third parties without the approval of the shareholders of the sales VIE companies so long as a written notice is provided. The Exclusive Option Agreements may be terminated by mutual agreements or by 30 days written notice by Jinong.

 

Equity Pledge Agreements

 

Pursuant to the terms of certain Equity Pledge Agreements dated June 30, 2016 and January 1, 2017, among Jinong and the shareholders of the sales VIE companies (the “Pledge Agreements”), the shareholders of the sales VIE companies pledged all of their equity interests in the sales VIE companies to Jinong, including the proceeds thereof, to guarantee all of Jinong’s rights and benefits under the Entrusted Management Agreements, the Exclusive Technology Supply Agreements, the Shareholder’ Voting Proxy Agreements and the Exclusive Option Agreements. Prior to termination of the Pledge Agreements, the pledged equity interests cannot be transferred without Jinong’s prior written consent. The Pledge Agreements may be terminated only upon the written agreement of the parties.

 

Non-Compete Agreements

 

Pursuant to the terms of certain Non-Compete Agreements dated June 30, 2016 and January 1, 2017, among Jinong and the shareholders of the sales VIE companies (the “Non-Compete Agreements”), the shareholders of the sales VIE companies agreed that during the period beginning on the initial date of their services with Jinong, and ending five (5) years after termination of their services with Jinong, without Jinong’s prior written consent, they will not provide services or accept positions including but not limited to partners, directors, shareholders, managers, proxies or consultants, provided by any profit-makingprofit making organizations with businesses that may compete with Jinong. They will not solicit or interfere with any of the Jinong’s customers, or solicit, induce, recruit or encourage any person engaged or employed by Jinong to terminate his or her service or engagement. If the shareholders of the sales VIE companies breach the non-compete obligations contained therein, Jinong is entitled to all loss and damages; if the damages are difficult to determine, remedies bore the shareholders of the sales VIE companies shall be no less than 50% of the salaries and other expenses Jinong provided in the past.

 

The Company entered into these VIE Agreements as a way for the Company to have more control over the distribution of its products. The transactions are accounted for as business combinations in accordance with ASC 805. A summary of the purchase price allocations at fair value is below:

 

For acquisitions made on June 30, 2016:

 

Cash $708,737 
Accounts receivable  6,422,850 
Advances to suppliers  1,803,180 
Prepaid expenses and other current assets  807,645 
Inventories  7,787,043 
Machinery and equipment  140,868 
Intangible assets  270,900 
Other assets  3,404,741 
Goodwill  3,158,179 
Accounts payable  (3,962,670)
Customer deposits  (3,486,150)
Accrued expenses and other payables  (4,653,324)
Taxes payable  (16,912)
Purchase price $12,385,087 

 

22


 

A summary of the purchase consideration paid is below:

 

Cash $5,568,500 
Convertible notes  6,671,769 
Derivative liability  144,818 
  $12,385,087 

 

The cash component of the purchase price for these acquisitions made on June 30, 2016 was paid in July and August 2016.

 

For acquisitions made on January 1, 2017:

 

Working Capital $941,192 
Machinery and equipment  222,875 
Intangible assets  1440 
Goodwill  684,400 
Customer Relationship  522,028 
Non-compete Agreement  392,852 
Purchase price $2,764,787 

23

A summary of the purchase consideration paid is below:

 

Cash $1,201,888 
Convertible notes  1,559,350 
Derivative liability  3,549 
  $2,764,787 

 

The cash component of the purchase price for these acquisitions made on January 1, 2017 was paid during March 2017.

 

On November 30, 2017, the Company, through its wholly-owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Zhenbai. In return, the shareholders of Zhenbai agreed to tender the whole payment consideration in the SAA back to the Company with early termination penalties. The convertible notes paid to Zhenbai’s shareholders and the accrued interest has been forfeited.

 

For the discontinuation of Zhenbai made on November 30, 2017, the Company gave up the control of the following assets in Zhenbai:

 

Working Capital $1,175,696  $1,179,352 
Intangible assets  893,780   896,559 
Customer Relationship  682,604   684,727 
Non-compete Agreement  211,176   211,833 
Goodwill  536,819   538,488 
Total Asset $2,606,296  $2,614,401 

 

In return, the purchase consideration returned to the Company from Zhenbai’s shareholders is summarized below:

 

Cash $459,900  $461,330 
Interest Payable  82,782   83,039 
Convertible notes  1,719,336   1,724,683 
Derivative liability  13,312   13,353 
Total Payback $2,275,330  $2,282,406 
Net Loss  (330,966)  (331,995)

NOTE 18 – SUBSEQUENT EVENTS

On October 9, 2019, a lawsuit was filed against the Company and certain of our officers in the United States District Court for the District of Nevada (the “Nevada Federal Court”) by Plaintiff Glenn Little. The complaint alleges breach of fiduciary duty and shareholder oppression. The Company believes the action is without merit and intends to vigorously oppose it.  

 

24


 

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those financial statements appearing elsewhere in this report. This discussion and analysis contain forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as the slow-down of the macro-economic environment in China and its impact on economic growth in general, the competition in the fertilizer industry and the impact of such competition on pricing, revenues and margins, the weather conditions in the areas where our customers are based, the cost of attracting and retaining highly skilled personnel, the prospects for future acquisitions, and the factors set forth elsewhere in this report, our actual results may differ materially from those anticipated in these forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur. You should not place undue reliance on the forward-looking statements contained in this report.

 

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by U.S. federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Further, the information about our intentions contained in this report is a statement of our intention as of the date of this report and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, and our assumptions as of such date. We may change our intentions, at any time and without notice, based upon any changes in such factors, in our assumptions or otherwise.

 

Unless the context indicates otherwise, as used in the notes to the financial statements of the Company, the following are the references herein of all the subsidiaries of the Company (i) Green Agriculture Holding Corporation (“Green New Jersey”), a wholly-owned subsidiary of Green Nevada incorporated in the State of New Jersey; (ii) Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), a wholly-owned subsidiary of Green New Jersey organized under the laws of the PRC; (iii) Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (“Yuxing”), a Variable Interest Entity in the PRC (“VIE”) controlled by Jinong through contractual agreements; (iv) Shaanxi Lishijie Agrochemical Co., Ltd. (“Lishijie”), a VIE controlled by Jinong through contractual agreements; (v) Songyuan Jinyangguang Sannong Service Co., Ltd. (“Jinyangguang”), a VIE in the PRC controlled by Jinong through contractual agreements; (vi) Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd. (“Wangtian”), a VIE controlled by Jinong through contractual agreements; (vii) Aksu Xindeguo Agricultural Materials Co., Ltd. (“Xindeguo”), a VIE controlled by Jinong through contractual agreements; (vii) Xinjiang Xinyulei Eco-agriculture Science and Technology Co., Ltd (“Xinyulei”), a VIE controlled by Jinong through contractual agreements; (ix) Sunwu County Xiangrong Agricultural Materials Co., Ltd. (“Xiangrong”), a VIE controlled by Jinong through contractual agreements; (x) Anhui Fengnong Seed Co., Ltd. (“Fengnong”), a VIE controlled by Jinong through contractual agreements; (xi) Beijing Gufeng Chemical Products Co., Ltd., a wholly-owned subsidiary of Jinong in the PRC (“Gufeng”); and (xii) Beijing Tianjuyuan Fertilizer Co., Ltd., Gufeng’s wholly-owned subsidiary in the PRC (“Tianjuyuan”). Yuxing, Lishijie, Jinyangguang, Wangtian, Xindeguo, Xinyulei, Xiangrong and Fengnong may also collectively be referred to as the “the VIE Companies”; Lishijie, Jinyangguang, Wangtian, Xindeguo, Xinyulei, Xiangrong and Fengnong may also collectively be referred to as “the sales VIEs” or “the sales VIE companies”.

 

Unless the context otherwise requires, all references to (i) “PRC” and “China” are to the People’s Republic of China; (ii) “U.S. dollar,” “$” and “US$” are to United States dollars; and (iii) “RMB”, “Yuan” and Renminbi are to the currency of the PRC or China.

Overview

 

We are engaged in research, development, production and sale of various types of fertilizers and agricultural products in the PRC through our wholly-owned Chinese subsidiaries, Jinong and Gufeng (including Gufeng’s subsidiary Tianjuyuan), and our VIE, Yuxing. Our primary business is fertilizer products, specifically humic-acid based compound fertilizer produced by Jinong and compound fertilizer, blended fertilizer, organic compound fertilizer, slow-release fertilizer, highly-concentrated water-soluble fertilizer and mixed organic-inorganic compound fertilizer produced by Gufeng. In addition, through Yuxing, we develop and produce various agricultural products, such as top-grade fruits, vegetables, flowers and colored seedlings. For financial reporting purposes, our operations are organized into three business segments: fertilizer products (Jinong), fertilizer products (Gufeng) and agricultural products production (Yuxing).


The fertilizer business conducted by Jinong and Gufeng generated approximately 91.4%69.6% and 90.3%69.0% of our total revenues for the ninethree months ended March 31,Ended September 30, 2019 and 2018, respectively. The sales VIEs generated 25.4% and 26.9% of our revenues for the three months Ended September 30, 2019 and 2018, respectively. Yuxing serves as a research and development base for our fertilizer products.  


 

Fertilizer Products

 

As of March 31,September 30, 2019, we had developed and produced a total of 727730 different fertilizer products in use, of which 143145 were developed and produced by Jinong, and 333334 by Gufeng, and 251 by the VIE companies.Companies.

 

Below is a table that shows the metric tons of fertilizer sold by Jinong and Gufeng and the revenue per ton for the periods indicated:

 

 Three Months Ended     
 Three Months Ended
March 31,
  Change from
2018 to 2019
  September 30, Change 2018 to 2019 
 2019  2018  Amount  %  2019 2018 Amount % 
 (metric tons)       (metric tons)     
Jinong  17,014   12,606   4,408   35.0% 18,623 18,605 18 0.1%
Gufeng  190,691   104,207   86,484   83.0%  52,451  49,247  3,204  6.5%
  207,704   116,813   90,891   77.8%  71,074  67,851  3,222  4.7%

 

  Three Months Ended
March 31,
 
  2019  2018 
  (revenue per ton) 
Jinong $1,324  $2,302 
Gufeng  357   382 

  Nine months Ended
March 31,
  Change from
2018 to 2019
 
  2019  2018  Amount  % 
  (metric tons)       
Jinong  53,008   40,297   12,711   31.5%
Gufeng  305,288   225,053   80,235   35.7%
   358,295   265,350   92,945   35.0%

 Nine months Ended
March 31,
  Three Months Ended
September 30,
 
 2019  2018  2019 2018 
 (revenue per ton)  (revenue per tons) 
Jinong $1,209  $2,205  $1,035 $1,294 
Gufeng  349   375  311 348 

 

For the three months ended March 31,September 30, 2019, we sold approximately 207,70471,704 tons of fertilizer products, as compared to 67,851 metric tons for the three months ended September 30, 2018. For the three months ended September 30, 2019, Jinong sold approximately 18,623 metric tons of fertilizer products, as compared to 116,81318,605 metric tons for the three months ended March 31,September 30, 2018. For the three months ended March 31, 2019, Jinong sold approximately 17,014 metric tons of fertilizer products, an increase of 4.408 metric tons, or 35.0%, as compared to 12,606 metric tons for the three months ended March 31, 2018. For the three months ended March 31,September 30, 2019, Gufeng sold approximately 190,69152,451 metric tons of fertilizer products, as compared to 104,20749,247 metric tons for the three months ended March 31, 2018, an increase of 86,484 metric tons, or 83.0%.


For the nine months ended March 31, 2019, we sold approximately 358,295 metric tons of fertilizer products, as compared to 265,350 metric tons for the nine months ended March 31,September 30, 2018. For the nine months ended March 31, 2019, Jinong sold approximately 53,008 metric tons of fertilizer products, an increase of 12,711 metric tons, or 31.5%, as compared to 40,297 metric tons for the nine months ended March 31, 2018. For the nine months ended March 31, 2019, Gufeng sold approximately 305,288 metric tons of fertilizer products, an increase of 80,235 metric tons, or 35.7%, as compared to 225,053 metric tons for the nine months ended March 31, 2018. 

 

Our sales of fertilizer products to customers in five provinces within China accounted for approximately 55.9%56.7% of our fertilizer revenue for the three months ended March 31,September 30, 2019. Specifically, the provinces and their respective percentage contributedcontributing to our fertilizer revenues were: Hebei (24.1%), Shaanxi (9.2%(25.9%), Heilongjiang (8.3%(10.9%), Inner Mongolia (9.0%), Liaoning (7.3%(6.8%), and Shandong (7.0%Shaanxi (4.1%).

 

As of March 31,September 30, 2019, we had a total of 2,0332,063 distributors covering 22 provinces, 4 autonomous regions and 4 central government-controlled municipalities in China. Jinong had 1,2111,239 distributors in China. Jinong’s sales are not dependent on any single distributor or any group of distributors. Jinong’s top five distributors accounted for 5.1%3.39% of its fertilizer revenues for the three months ended March 31,September 30, 2019. Gufeng had 324326 distributors, including some large state-owned enterprises. Gufeng’s top five distributors accounted for 84.9%83.8% of its revenues for the three months ended March 31,September 30, 2019.

Agricultural Products

 

Through Yuxing, we develop, produce and sell high-quality flowers, green vegetables and fruits to local marketplaces and various horticulture and planting companies. We also use certain of Yuxing’s greenhouse facilities to conduct research and development activities for our fertilizer products. The three PRC provinces and municipalities that accounted for 83.4%80.8% of our agricultural products revenue for the three months ended March 31,September 30, 2019 were Shaanxi (71.6%(71.3%), Sichuan (7.1%(4.9%), and Gansu (4.6%).

 

Recent Developments

 

New products and distributorsProducts

 

During the three months ended March 31,September 30, 2019, Jinong launched 1one new fertilizer productsproduct and added 4419 new distributors during this period.distributors. During the three months ended September 30, 2019, Gufeng did not launch any new fertilizer products but added 5one new distributors.distributor.

Strategic Acquisitions

 

On June 30, 2016 and January 1, 2017, through Jinong, we entered into (i) Strategic Acquisition Agreements (the “SAA”), and (ii) Agreements for Convertible Notes (the “ACN”), with the shareholders of the companies as identified below (the “Targets”).


June 30, 2016:

 

  Cash Principal of  Cash Principal of 
  Payment for Notes for  Payment for Notes for 
  Acquisition Acquisition  Acquisition Acquisition 
Company Name Business Scope (RMB[1])  (RMB)  Business Scope (RMB[1]) (RMB) 
Shaanxi Lishijie Agrochemical Co., Ltd. Sales of pesticides, agricultural chemicals, chemical fertilizers, agricultural materials; Manufacture and sales of mulches.  10,000,000   3,000,000  Sales of pesticides, agricultural chemicals, chemical fertilizers, agricultural materials; Manufacture and sales of mulches. 10,000,000 3,000,000 
             
Songyuan Jinyangguang Sannong Service Co., Ltd. Promotion and consulting services regarding agricultural technologies; Retail sales of chemical fertilizers (including compound fertilizers and organic fertilizers); Wholesale and retail sales of pesticides, agricultural machinery and accessories; Collection of agricultural information; Development of saline-alkali soil; Promotion and development of high-efficiency agriculture and related information technology solutions for agriculture, agricultural and biological engineering high technologies; E-commerce; Cultivation of freshwater fish, poultry, fruits, flowers, vegetables, and seeds; Recycling and complex utilization of straw and stalk; Technology transfer and training; Recycling of agricultural materials ; Ecological industry planning.  8,000,000   12,000,000  Promotion and consulting services regarding agricultural technologies; Retail sales of chemical fertilizers (including compound fertilizers and organic fertilizers); Wholesale and retail sales of pesticides, agricultural machinery and accessories; Collection of agricultural information; Development of saline-alkali soil; Promotion and development of high-efficiency agriculture and related information technology solutions for agriculture, agricultural and biological engineering high technologies; E-commerce; Cultivation of freshwater fish, poultry, fruits, flowers, vegetables, and seeds; Recycling and complex utilization of straw and stalk; Technology transfer and training; Recycling of agricultural materials ; Ecological industry planning. 8,000,000 12,000,000 
             
Shenqiu County Zhenbai Agriculture Co., Ltd.[2] Cultivation of crops; Storage, sales, preliminary processing and logistics distribution of agricultural by-products; Promotion and application of agricultural technologies; Purchase and sales of agricultural materials; Electronic commerce.  3,000,000   12,000,000 
Shenqiu County Zhenbai Agriculture Co., Ltd. Cultivation of crops; Storage, sales, preliminary processing and logistics distribution of agricultural by-products; Promotion and application of agricultural technologies; Purchase and sales of agricultural materials; Electronic commerce. 3,000,000 12,000,000 
             
Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd. Promotion and application of new agricultural technologies; Professional prevention of plant diseases and insect pests; Sales of plant protection products, plastic mulches, material, chemical fertilizers, pesticides, agricultural medicines, micronutrient fertilizers, hormones, agricultural machinery and medicines, and gardening tools.  6,000,000   12,000,000  Promotion and application of new agricultural technologies; Professional prevention of plant diseases and insect pests; Sales of plant protection products, plastic mulches, material, chemical fertilizers, pesticides, agricultural medicines, micronutrient fertilizers, hormones, agricultural machinery and medicines, and gardening tools. 6,000,000 12,000,000 
             
Aksu Xindeguo Agricultural Materials Co., Ltd. Wholesale and retail sales of pesticides; Sales of chemical fertilizers, packaged seeds, agricultural mulches, micronutrient fertilizers, compound fertilizers, plant growth regulators, agricultural machineries, and water economizers; Consulting services for agricultural technologies; Purchase and sales of agricultural by- products.  10,000,000   12,000,000  Wholesale and retail sales of pesticides; Sales of chemical fertilizers, packaged seeds, agricultural mulches, micronutrient fertilizers, compound fertilizers, plant growth regulators, agricultural machineries, and water economizers; Consulting services for agricultural technologies; Purchase and sales of agricultural by- products. 10,000,000 12,000,000 
             
Xinjiang Xinyulei Eco-agriculture Science and Technology Co., Ltd Sales of chemical fertilizers, packaged seeds, agricultural mulches, micronutrient fertilizers, organic fertilizers, plant growth regulators, agricultural machineries, and water economizers; Purchase and sales of agricultural by-products; Cultivation of fruits and vegetables; Consulting services and training for agricultural technologies; Storage services; Sales of articles of daily use, food and oil; On-line sales of the above-mentioned products.         Sales of chemical fertilizers, packaged seeds, agricultural mulches, micronutrient fertilizers, organic fertilizers, plant growth regulators, agricultural machineries, and water economizers; Purchase and sales of agricultural by-products; Cultivation of fruits and vegetables; Consulting services and training for agricultural technologies; Storage services; Sales of articles of daily use, food and oil; On-line sales of the above-mentioned products.       
             
Total   37,000,000   51,000,000   37,000,000  51,000,000 

 

(1)The exchange rate between RMB and U.S. dollars on June 30, 2016 is RMB1=US$0.1508, according to the exchange rate published by Bank of China.
(2)On November 30, 2017, the Company, through its wholly-owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Zhenbai. In return, the shareholders of Zhenbai agreed to tender the whole payment consideration in the SAA back to the Company with early termination penalties. The convertible notes paid to Zhenbai’s shareholders and the accrued interest has been forfeited.


January 1, 2017:

 

    Cash  Principal of 
    Payment for  Notes for 
    Acquisition  Acquisition 
Company Name Business Scope  (RMB[1])  (RMB) 
Sunwu County Xiangrong Agricultural Materials Co., Ltd. Sales of pesticides, agricultural chemicals, chemical fertilizers, agricultural materials; Manufacture and sales of mulches.  4,000,000   6,000,000 
           
Anhui Fengnong Seed Co., Ltd. Wholesale and retail sales of pesticides; Sales of chemical fertilizers, packaged seeds, agricultural mulches, micronutrient fertilizers, compound fertilizers and plant growth regulators  4,000,000   6,000,000 
           
Total    8,000,000   12,000,000 

 

(2)(1)The exchange rate between RMB and U.S. dollars on January 1, 2017 is RMB1=US$0.144, according to the exchange rate published by Bank of China.

 

Pursuant to the SAA and the ACN, the shareholders of the Targets, while retaining possession of the equity interests and continuing to be the legal owners of such interests, agreed to pledge and entrust all of their equity interests, including the proceeds thereof but excluding any claims or encumbrances, and the operations and management of its business to Jinong, in exchange of an aggregate amount of RMB45,000,000 (approximately $6,705,000)$6,291,000) to be paid by Jinong within three days following the execution of the SAA, ACN and the VIE Agreements, and convertible notes with an aggregate face value of RMB 63,000,000 (approximately $9,387,000)$8,807,400) with an annual fixed compound interest rate of 3% and term of three years.

 

Jinong acquired the Targets using the VIE arrangement based on our need to further develop our business and comply with the regulatory requirements under the PRC laws.

 

As our business focuses on the production of fertilizer, all our business activities intertwine with those in the agriculture industry in China. Specifically, we deal with compliance, regulation, safety, inspection, and licenses in fertilizer production, farmlandfarm land use and transfer, growing and distribution of agriculture goods, agriculture basic supplies, seeds, pesticides, and trades of grains. It is an industry in which heavy regulations get implemented and strictly enforced. In addition, E-commerce, which is also under strict government regulation in the PRC, has lately become a sales and distribution channel for agricultural products. Currently, we are developing an online platform to connect the physical distribution network we either own or lease.

 

Compared with the regulatory environment in other jurisdictions, the regulatory environment in the PRC is unique. For example, the “M&A Rules” purports to require that an offshore special purpose vehicle controlled directly or indirectly by PRC companies or individuals and formed for purposes of overseas listing through acquisition of PRC domestic interests held by such PRC companies or individuals obtain the approval of the China Securities Regulatory Commission (the “CSRC”) prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published procedures regarding its approval of overseas listings by special purpose vehicles.

 

For both e-commerce and agriculture industries, PRC regulators limit the investment from foreign entities and set particularly rules for foreign-owned entities to conduct business. We expect these limitations on foreign-owned entities will continue to exist in e-commerce and agriculture industries. The VIE arrangement, however, provides feasibility for obtaining administrative approval process and avoiding industry restrictions that can be imposed on an entity that is a wholly-owned subsidiary of a foreign entity. The VIE agreements reduce uncertainty and the current limitation risk. It is our understanding that the VIE agreements, as well as the control we obtained through VIE arrangement, are valid and enforceable. Such a legal structure does not violate the known, published, and current PRC laws. While there are substantial uncertainties regarding the interpretation and application of PRC Laws and future PRC laws and regulations, and there can be no assurance that the PRC authorities will take a view that is not contrary to or otherwise different from our belief and understanding stated above, we believe the substantial difficulty that we experienced previously to conduct business in agriculture as a foreign ownership can be greatly reduced by the VIE arrangement. Further, as an integral part of the VIE arrangement, the underlying equity pledge agreements provide legal protection for the control we obtained. Pursuant to the equity pledge agreements, we have completed the equity pledge processes with the Targets to ensure the complete control of the interests in the Targets. The shareholders of the Targets are not entitled to transfer any shares to a third party under the exclusive option agreements. If necessary, they may transfer shares to our company without consideration.

 

While the VIE arrangement provides us with the feasibility to conduct our business in the E-Commerce and agriculture industries, validity and enforceability of VIE arrangement is subject to (i) any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally, (ii) possible judicial or administrative actions or any PRC Laws affecting creditors’ rights, (iii) certain equitable, legal or statutory principles affecting the validity and enforceability of contractual rights generally under concepts of public interest, interests of the State, national security, reasonableness, good faith and fair dealing, and applicable statutes of limitation; (iv) any circumstance in connection with formulation, execution or implementation of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercive at the conclusions thereof; and (v) judicial discretion with respect to the availability of indemnifications, remedies or defenses, the calculation of damages, the entitlement to attorney’s fees and other costs, and the waiver of immunity from jurisdiction of any court or from legal process. Validity and enforceability of VIE arrangement areis also subject to risk derived from the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC. As a result, there can no assurance that any of such PRC Laws will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect.


Business development

Results of Operations

 

Results of Operations

Three Months ended March 31,September 30, 2019 Compared to the Three Months ended March 31,September 30, 2018.

 

 Three Months Ended
March 31,
       
 2019  2018  Change$  Change%  2019  2018  Change $  Change % 
Sales                  
Jinong  22,077,336   27,490,333   (5,412,997)  -19.7%  19,054,816   22,496,533   (3,441,717)  -15.3%
Gufeng  67,167,427   38,932,597   28,234,830   72.5%  16,323,217   17,473,251   (1,150,034)  -6.6%
Yuxing  2,817,942   3,041,891   (223,949)  -7.4%  2,539,711   2,387,546   152,165   6.4%
VIEs-others  16,057,865   13,086,062   2,971,803   22.7%
Sales VIEs  12,903,827   15,597,476   (2,693,649)  -17.3%
Net sales  108,120,570   82,550,883   25,569,687   31.0%  50,821,571   57,954,806   (7,133,235)  -12.3%
Cost of goods sold                                
Jinong  11,091,419   13,526,095   (2,434,676)  -18.0%  10,492,530   11,203,172   (710,642)  -6.3%
Gufeng  59,475,263   34,114,896   25,360,367   74.3%  14,454,008   15,304,863   (850,855)  -5.6%
Yuxing  2,445,246   2,517,989   (72,743)  -2.9%  2,051,996   2,047,163   4,833   0.2%
VIEs  13,951,667   11,231,992   2,719,675   24.2%
Sales VIEs  10,663,790   12,929,968   (2,266,178)  -17.5%
Cost of goods sold  86,963,595   61,390,972   25,572,623   41.7%  37,662,324   41,485,166   (3,822,842)  -9.2%
Gross profit  21,156,975   21,159,911   (2,936)  0.0%  13,159,247   16,469,640   (3,310,393)  -20.1%
Operating expenses                                
Selling expenses  6,880,994   3,553,306   3,327,688   93.7%  3,630,355   3,420,427   209,928   6.1%
General and administrative expenses  6,826,669   7,980,606   (1,153,937)  -14.5%  16,341,792   2,309,359   14,032,432   607.6%
Total operating expenses  13,707,663   11,533,912   2,173,751   18.8%  19,972,147   5,729,786   14,242,360   248.6%
Income from operations  7,449,312   9,625,999   (2,176,687)  -22.6%  (6,812,900)  10,739,854   (17,552,753)  -163.4%
Other income (expense)                                
Other income (expense)  (101,350)  (145,311)  43,961   -30.3%  (30,191)  (38,330)  8,139   -21.2%
Interest income  55,168   138,009   (82,841)  -60.0%  53,624   127,383   (73,759)  -57.9%
Interest expense  (145,621)  (178,478)  32,857   -18.4%  (77,202)  (162,686)  85,484   -52.5%
Total other income (expense)  (191,803)  (185,780   (6,023)  3.2%  (53,769)  (73,633)  19,864   -27.0%
Income before income taxes  7,257,509   9,440,220   (2,182,711)  -23.1%  (6,866,668)  10,666,221   (17,532,889)  -164.4%
Provision for income taxes  2,139,610   1,813,187   326,423   18.0%  449,131   1,654,416   (1,205,285)  -72.9%
Net income  5,117,899   7,627,033   (2,509,134)  -32.9%  (7,315,799)  9,011,805   (16,327,604)  -181.2%
Other comprehensive income (loss)                                
Foreign currency translation gain (loss)  10,564,053   16,213,419   (5,649,366)  -34.8%  (17,367,485)  (15,987,792)  (1,379,693)  8.6%
Comprehensive income (loss)  15,681,952   23,840,452   (8,158,500)  -34.2%  (24,683,284)  (6,975,987)  (17,707,297)  253.8%
                
Basic weighted average shares outstanding  39,546,944   38,551,264   995,680   2.6%
Basic net earnings per share  0.13   0.20   (0.06)  -32.5%
Diluted weighted average shares outstanding  39,546,944   38,551,264   995,680   2.6%
Diluted net earnings per share  0.13   0.20   (0.06)  -32.5%


Net Sales

 

Total net sales for the three months ended March 31,September 30, 2019 were $108,120,570, an increase$50,821,571 a decrease of $25,569,687,$7,133,235 or 31.0%12.3%, from $82,550,883$57,954,806 for the three months ended March 31, 2018.This increaseSeptember 30, 2018. This decrease was largelyprimarily due to the increasea decrease in Gufeng’s sales volume.


For the three months ended March 31, 2019, Jinong’s and VIEs’ net sales decreased by $5,412,997, or 19.7%, to $22,077,336 from $27,490,333 for the three months ended March 31, 2018. The decrease was due to the change of market strategy. Jinong sold more low-selling price products answering to market demand.

sales.

 

For the three months ended March 31,September 30, 2019, Jinong’s net sales decreased $3,441,717, or 15.3%, to $19,054,816 from $22,496,533 for the three months ended September 30, 2018. This decrease was mainly attributable to the decrease in Jinong’s sales price in the last three months.

For the three months ended September 30, 2019, Gufeng’s net sales were $67,167,427, an increase$16,323,217, a decrease of $28,234,830$1,150,034, or 72.5%6.6%, from $38,932,597$17,473,251 for the three months ended March 31,September 30, 2018. This increasedecrease was mainly attributable to the decrease in Gufeng’s increasesales price in sales volume during the last three months ended March 31, 2019.months. 

 

For the three months ended March 31,September 30, 2019, Yuxing’s net sales were $2,817,942, a decrease of $223,949 or 7.4%, from $3,041,891 during the three months ended March 31, 2018. The decrease was mainly due to the decrease in market demand.

For the three months ended March 31, 2019, VIEs’ net sales were $16,057,865,$2,539,711, an increase of $2,971,803$152,165 or 22.7%6.4%, from $13,086,062$2,387,546 for the three months ended March 31,September 30, 2018. The increase was mainly attributable to the increase in market demand and the higher prices on Yuxing’s top grade flowers during the last three months.months ended September 30, 2019.

 

Cost of Goods Sold

 

Total cost of goods sold for the three months ended March 31,September 30, 2019 was $86,963,595, an increase$37,662,324, a decrease of $25,572,623,$3,822,842, or 41.7%9.2%, from $61,390,972$41,485,166 for the three months ended March 31,September 30, 2018. The increasedecrease was mainly due to the increasedecrease in sales volumes for GufengJinong’s and Jinong.VIEs’ cost of goods sold which increased 6.3% and 17.5% respectively.

 

Cost of goods sold by Jinong for the three months ended March 31,September 30, 2019 was $11,091,419,$10,492,530, a decrease of $2,434,676,$710,642, or 18.0%6.3%, from $13,526,095$11,203,172 for the three months ended March 31,September 30, 2018. The decrease forin cost of goods sold was primarily due to the 15.3% decrease in Jinong’s net salessale during the last three months.

 

Cost of goods sold by Gufeng for the three months ended March 31,September 30, 2019 was $59,475,263, an increase$14,454,008, a decrease of $25,360,367,$850,755, or 74.3%5.6%, from $34,114,896$15,304,863 for the three months ended March 31,September 30, 2018. This increasedecrease was primarily attributabledue to the more products sold6.6% decrease in net sale during the last three months. 

 

For the three months ended March 31,September 30, 2019, cost of goods sold by Yuxing was $2,445,246, a decrease$2,051,996, an increase of $72,743,$4,833, or 2.9%0.2%, from $2,517,989$2,047,163 for the three months ended March 31,September 30, 2018. This decreaseincrease was mainly due to the decreaseincrease in Yuxing’s net sales during the last three months.

 

Cost of goods sold by VIEs for the three months ended March 31, 2019 was $13,951,667, an increase of $2,719,675, or 24.2%, from $11,231,992 for the three months ended March 31, 2018. This increase was primarily attributable to the greater number of products sold during the last three months. 

Gross Profit

 

Total gross profit for the three months ended March 31,September 30, 2019 decreased by $2,936$3,310,393, or 20.1%, to $21,156,975,$13,159,247, as compared to $21,159,911$16,469,640 for the three months ended March 31,September 30, 2018. Gross profit margin was 19.6%25.9% and 25.6%28.4% for the three months ended March 31,Months Ended September 30, 2019 and 2018, respectively. The decrease in gross profit margin was mainly due to the decrease in Jinong’s net sales since Jinong is the most profitable business segment, with 49.8% of gross profit margin.

 

Gross profit generated by Jinong decreased by $2,978,321,$2,731,075, or 21.3%24.2%, to $10,985,917$8,562,286 for the three months ended March 31,September 30, 2019 from $13,964,238$11,293,361 for the three months ended March 31,September 30, 2018. Gross profit margin from Jinong’s sales was approximately 49.8%44.9% and 50.8%50.2% for the three months ended March 31,Months Ended September 30, 2019 and 2018, respectively. The decrease in gross profit margin was mainly due to the lower selling price during the last three months.sales prices.

 

For the three months ended March 31,September 30, 2019, gross profit generated by Gufeng was $7,692,164, an increase$1,869,209, a decrease of $2,874,463,$299,179, or 59.7%13.8%, from $4,817,701,$2,168,388 for the three months ended March 31,September 30, 2018. Gross profit margin from Gufeng’s sales was approximately 11.5% and 12.4% for the three months ended March 31,Months Ended September 30, 2019 and 2018, respectively. The decrease in gross profit margin was mainly due to the higher labor costincrease in product costs and raw materials cost during the three months ended March 31, 2019.decrease in sales prices.

 


For the three months ended March 31,September 30, 2019, gross profit generated by Yuxing was $372,696, a decrease$487,715, an increase of $151,206$147,332, or 28.9%43.3% from $523,902$340,383 for the three months ended March 31,September 30, 2018. The gross profit margin was approximately 13.2%19.2% and 17.2%14.3% for the three months ended March 31,Ended September 30, 2019 and 2018, respectively. The decreaseincrease in gross profit marginpercentage was mainly due to the higher cost of raw materials during the three months ended March 31, 2019. decrease in product costs.

 

Gross profit generated by VIEs increaseddecreased by $ 252,128,$427,471, or 13.6%16.0%, to $2,106,198$2,240,037 for the three months ended March 31,September 30, 2019 from $1,854,070$2,667,508 for the three months ended March 31,September 30, 2018. Gross profit margin from VIE’s sales was approximately 13.1%17.4% and 14.2%17.1% for the three months ended March 31,Ended September 30, 2019 and 2018, respectively.respectively, which was slightly increased.

 

31

Selling Expenses

Our selling expenses consisted primarily of salaries of sales personnel, advertising and promotion expenses, freight-out costs and related compensation. Selling expenses were $6,880,994,$3,630,355, or 6.4%7.1%, of net sales for the three months ended March 31,September 30, 2019, as compared to $3,553,306,$3,420,427, or 4.3%5.9%, of net sales for the three months ended March 31,September 30, 2018, an increase of $3,327,688,$209,928, or 93.7%6.1%.

The selling expenses of Yuxing were $9,352 or 0.4% of Yuxing’s net sales for the three months ended September 30, 2019, as compared to $17,729 or 0.7% of Yuxing’s net sales for the three months ended September 30, 2018. The selling expenses of Gufeng were $69,291 or 0.4% of Gufeng’s net sales for the three months ended September 30, 2019, as compared to $76,764 or 0.4% of Gufeng’s net sales for the three months ended September 30, 2018. The selling expenses of Jinong for the three months ended March 31,September 30, 2019 were $6,480,278,$3,300,195 or 29.4%,17.3% of Jinong’s net sales, as compared to selling expenses of $3,162,789,$3,071,231 or 11.5%13.7% of Jinong’s net sales for the three months ended March 31,September 30, 2018. The

Selling Expenses – amortization of deferred assets

Our selling expenses - amortization of Yuxingour deferred assets were $14,779, or 0.5%, of Yuxing’s net sales0 for the three months ended March 31,September 30, 2019 as compared to $12,691, or 0.4%,and 2018. All of Yuxing’s net salesthe deferred assets were fully amortized and therefore no amortization was recorded on the fully amortized assets for the three months ended March 31, 2018. The selling expenses of Gufeng were $46,228, or 0.1%, of Gufeng’s net sales for the three months ended March 31, 2019, as compared to $94,665, or 0.2%, of Gufeng’s net sales for the three months ended March 31, 2018. The selling expenses of VIEs were $291,617, or 1.8%, of VIEs’ net sales for the three months ended March 31, 2019, as compared to $283,161, or 2.2%, of VIEs’ net sales for the three months ended March 31, 2018.September 30, 2019.

 

General and Administrative Expenses

 

General and administrative expenses consisted primarily of related salaries, rental expenses, business development, depreciation and travel expenses incurred by our general and administrative departments and legal and professional expenses including expenses incurred and accrued for certain litigation. General and administrative expenses were $6,826,669,$16,341,792, or 6.3%,32.2% of net sales for the three months ended March 31,September 30, 2019, as compared to $7,980,606,$2,309,359, or 9.7%,4.0% of net sales for the three months ended March 31, 2018, a decrease of $1,153,937, or 14.5%. The decrease in general and administrative expenses was mainly due to Gufeng, which had $486,010 of general and administrative expenses during the last three months, a decrease of $1,026,061 or 67.9% as compared to $1,512,071 of general and administrative expenses for the three months ended March 31, 2018.

Total Other Income and Expense

Total other income and expense consisted of income from subsidies received from the PRC government, interest income, interest expenses and bank charges. The total other expense for the three months ended March 31, 2019 was $191,803 as compared to total other expense of $185,780 for the three months ended March 31, 2018, a decrease of $6,023, or 3.2%. The decrease in total other expense mainly resulted from the decrease for bank charges.

Income Taxes

Jinong is subject to a preferred tax rate of 15% as a result of its business being classified as a High-Tech project under the PRC Enterprise Income Tax Law (“EIT”) that became effective on January 1, 2008. Jinong incurred income tax expenses of 0 for the three months ended March 31, 2019, as compared to $860,801 for the three months ended March 31, 2018, a decrease of $860,801 or 100%.

Gufeng, subject to a tax rate of 25%, incurred income tax expenses of $1,775,037 for the three months ended March 31, 2019, as compared to $764,051 for the three months ended March 31,September 30, 2018, an increase of $1,010,986,$14,032,432, or 132.3%607.6%.

 

Yuxing has no income tax for the three months ended March 31, 2019 as a result of being exempted from paying income tax due to the fact its products fall into the tax exemption list set out in the EIT.


Net IncomeTotal Other Expenses

 

Net income for the three months ended March 31, 2019 was $5,117,899, a decrease of $2,509,134, or 32.9%, compared to $7,627,033 for the three months ended March 31, 2018. Net income as a percentage of total net sales was approximately 4.7% and 9.2% for the three months ended March 31, 2019 and 2018, respectively. The decrease in net income was mainly due to higher selling expense during the last three months.

Nine months ended March 31, 2019 Compared to the Nine months ended March 31, 2018.

  Nine Months Ended
March 31,
       
  2019  2018  Change$  Change% 
Sales            
Jinong $61,561,229   80,475,373   (18,914,144)  -23.5%
Gufeng  106,996,368   81,602,384   25,393,984   31.1%
Yuxing  7,828,981   6,788,282   1,040,699   15.3%
VIEs  41,943,261   39,412,820   2,530,441   6.4%
Net sales  218,329,839   208,278,859   10,050,980   4.8%
Cost of goods sold                
Jinong  31,289,473   39,904,678   (8,615,205)  -21.6%
Gufeng  94,544,943   71,261,349   23,283,594   32.7%
Yuxing  6,658,975   5,446,780   1,212,195   22.3%
VIEs  35,965,608   33,060,645   2,904,963   8.8%
Cost of goods sold  168,458,999   149,673,452   18,785,547   12.6%
Gross profit  49,870,840   58,605,407   (8,734,567)  -14.9%
Operating expenses                
Selling expenses  18,370,524   16,375,971   1,994,553   12.2%
General and administrative expenses  9,036,397   15,798,290   (6,761,894)  -42.8%
Total operating expenses  27,406,921   32,174,261   (4,767,341)  -14.8%
Income from operations  22,463,919   26,431,146   (3,967,226)  -15.0%
Other income (expense)                
Other income (expense)  (327,433)  (760,324)  432,891   -56.9%
Interest income  278,509   356,172   (77,663)  -21.8%
Interest expense  (457,885)  (452,640)  (5,245)  1.2%
Total other income (expense)  (506,809)  (856,792)  349,983   -40.8%
Income before income taxes  21,957,110   25,574,353   (3,617,243)  -14.1%
Provision for income taxes  5,321,671   5,066,780   254,891   5.0%
Net income  from continuing operations, net of tax  16,635,439   20,507,573   (3,872,134)  -18.9%
Net income from discontinued operation, net of tax  0   40,394   (40,394)  -100%
Net income, net of tax  16,635,439   20,547,967   (3,912,528)  -19.0%
Other comprehensive income (loss)                
Foreign currency translation gain (loss)  (5,895,808)  24,710,375   (30,606,183)  -123.9%
Comprehensive income (loss) $10,739,631   45,258,342   (34,518,711)  -76.3%
                 
Basic weighted average shares outstanding  39,165,010   38,551,264   613,746   1.6%
Basic net earnings per share $0.42   0.53   (0.11)  -20.3%
Diluted weighted average shares outstanding  39,165,010   38,551,264   613,746   1.6%
Diluted net earnings per share  0.42   0.53   (0.11)  -20.3%

Net Sales

Total net sales for the nine months ended March 31, 2019 were $218,329,839, an increase of $9,046,811, or 4.3%, from $209,283,028 for the nine months ended March 31, 2018.This increase was largely due to the increase of Gufeng’s net sales offset by decrease in Jinong’s net sales for the nine months ended March 31, 2019.


For the nine months ended March 31, 2019, Jinong’s net sales decreased of $18,914,144, or 23.5%, to $61,561,229 from $80,475,373 for the nine months ended March 31, 2018. This decrease was mainly due to Jinong’s increased weight for lower-selling price products sales in Jinong’s total sales, which was result of Jinong’s implementation of its sales strategy that rebalances the production of fertilizer types during the last nine months.

For the nine months ended March 31, 2019, Gufeng’s net sales were $106,996,368, an increase of $25,393,984, or 31.1%, from $81,602,384 for the nine months ended March 31, 2018. This increase was mainly attributable to Gufeng’s higher sales volumes to answer market demand during the nine months ended March 31, 2019.

For the nine months ended March 31, 2019, Yuxing’s net sales were $7,828,981, an increase of $1,040,699, or 15.3%, from $6,788,282 during the nine months ended March 31, 2018.

For the nine months ended March 31, 2019, VIEs’ net sales were $ 41,943,261, an increase of $2,530,441 or 6.4% from $39,412,820 for the nine months ended March 31, 2018. This increase was mainly attributable to the increase in VIEs’ sales volume, which was result of the increase in market demand during the nine months ended March 31, 2019.

Cost of Goods Sold

Total cost of goods sold for the nine months ended March 31, 2019 was $168,458,999, an increase of $18,785,547, or 12.6%, from $149,673,452 for the nine months ended March 31, 2018. This increase was mainly due to the increase in Gufeng’s net sales.

Cost of goods sold by Jinong for the nine months ended March 31, 2019 was $31,289,473, a decrease of $8,615,205, or 21.6%, from $39,904,678 for the nine months ended March 31, 2018. The decrease was primarily due to the decrease in Jinong’s net sales during the nine months ended March 31, 2019.

Cost of goods sold by Gufeng for the nine months ended March 31, 2019 was $94,544,943, an increase of $23,283,594, or 32.7%, from $71,261,349 for the nine months ended March 31, 2018. This increase was primarily attributable to the more products sold during the last nine months.

For the nine months ended March 31, 2019, cost of goods sold by Yuxing was $6,658,975, an increase of $1,212,195, or 22.3%, from $5,446,780 for the nine months ended March 31, 2018. This increase was mainly attributable to the increase in Yuxing’s net sales. 

Cost of goods sold by VIEs for the nine months ended March 31, 2019 was $35,965,608, an increase of $2,904,963, or 8.8%, from $33,060,645 for the nine months ended March 31, 2018. This increase was primarily attributable to the increase in net sales during the last nine months.

Gross Profit

Total gross profit for the nine months ended March 31, 2019 decreased by $8,734,567, or 14.9%, to $49,870,840, as compared to $58,605,407 for the nine months ended March 31, 2018. Gross profit margin was 22.8% and 28.1% for the nine months ended March 31, 2019 and 2018, respectively. The decrease in gross profit margin was mainly due to the decrease in Jinong’s net sales since Jinong is the most profitable business segment with 49.2% of gross profit margin.

Gross profit generated by Jinong decreased by $10,298,939, or 25.4%, to $30,271,756 for the nine months ended March 31, 2019 from $40,570,695 for the nine months ended March 31, 2018. Gross profit margin from Jinong’s sales was approximately 49.2% and 50.4% for the nine months ended March 31, 2019 and 2018, respectively. The decrease in gross profit margin was mainly due to lower selling prices.  

For the nine months ended March 31, 2019, gross profit generated by Gufeng was $12,451,425, an increase of $2,110,390, or 20.4%, from $10,341,502 for the nine months ended March 31, 2018. Gross profit margin from Gufeng’s sales was approximately 11.6% and 12.7% for the nine months ended March 31, 2019 and 2018, respectively. The decrease in gross profit percentage was mainly due to the decreased weight for higher-margin products sales in Gufeng’s total sales.

For the nine months ended March 31, 2019, gross profit generated by Yuxing was $1,170,006, a decrease of $171,496, or 12.8% from $1,341,502 for the nine months ended March 31, 2018.  The gross profit margin was approximately 14.9% and 19.8% for the nine months ended March 31, 2019 and 2018, respectively. The decrease in gross profit margin was mainly due to the higher labor cost during the nine months ended March 31, 2019.

For the nine months ended March 31, 2019, gross profits generated by VIEs were $5,977,653, a decrease of $374,522, or 5.9%, from $6,352,175 for the nine months ended March 31, 2018. Gross profit margin from VIEs’ sales was approximately 14.3% and 16.1% for the nine months ended March 31, 2019 and 2018, respectively. The decrease in gross profit percentage was mainly due to lower selling prices.


Selling Expenses

Our selling expenses consisted primarily of salaries of sales personnel, advertising and promotion expenses, freight-out costs and related compensation. Selling expenses were $18,370,524, or 8.4%, of net sales for the nine months ended March 31, 2019, as compared to $16,375,971, or 7.9% of net sales for the nine months ended March 31, 2018, an increase of $1,994,553, or 12.2%. The selling expenses of Jinong for the nine months ended March 31, 2019 were $16,538,328, or 26.9% of Jinong’s net sales, as compared to selling expenses of $15,178,740, or 18.9% of Jinong’s net sales for the nine months ended March 31, 2018. The selling expenses of Yuxing were $42,952 or 0.5% of Yuxing’s net sales for the nine months ended March 31, 2019, as compared to $32,835 or 1.1% of Yuxing’s net sales for the nine months ended March 31, 2018.The selling expenses of Gufeng were $331,949 or 0.3% of Gufeng’s net sales for the nine months ended March 31, 2019, as compared to $380,386 or 1.0% of Gufeng’s net sales for the nine months ended March 31, 2018. The selling expenses of VIEs were $1,457,296, or 3.5%, of VIEs’ net sales for the nine months ended March 31, 2019, as compared to $784,010, or 2.0% of VIEs’ net sales for the nine months ended March 31, 2018.

General and Administrative Expenses

General and administrative expenses consisted primarily of related salaries, rental expenses, business development, depreciation and travel expenses incurred by our general and administrative departments and legal and professional expenses including expenses incurred and accrued for certain litigation. General and administrative expenses were $9,036,397, or 4.1% of net sales for the nine months ended March 31, 2019, as compared to $15,798,290, or 7.6%, of net sales for the nine months ended March 31, 2018, a decrease of $6,761,894, or 42.8%. The decrease in general and administrative expenses was mainly due to the adjustment for bad debt expense during the last nine months.

Total Other Income and Expenses

Total other income and expenses consisted of income from subsidies received from the PRC government, interest income, interest expenses and bank charges. The totalTotal other expense for the ninethree months ended March 31,September 30, 2019 was $506,809,$73,633, as compared to $856,792$53,769 for the ninethree months ended March 31,September 30, 2018, a decrease in expense of $349,983,$19,864, or 40.8%27.0%. The decrease was mainly due toin total other expense resulted from the decrease for bank charges.in net interest expenses.


Income Taxes

 

Jinong is subject to a preferred tax rate of 15% as a result of its business being classified as a High-Tech project under the PRC Enterprise Income Tax Law (“EIT”) that became effective on January 1, 2008. Jinong incurred income tax expenses of $1,007,503$ 92,488 for the ninethree months ended March 31,September 30, 2019, as compared to $2,689,188$1,041,180 for the ninethree months ended March 31,September 30, 2018, a decrease of $1,681,685,$948,692, or 62.5%91.1%.

 

Gufeng is subject to a tax rate of 25%, incurred income tax expenses of $ 2,768,465$(68,276) for the ninethree months ended March 31,September 30, 2019, as compared to $1,899,873$395,255 for the ninethree months ended March 31,September 30, 2018, an increasea decrease of $ 868,592,$463,531, or 45.7%.117.3%, which was primarily due to Gufeng’s decreased net income.

 

Yuxing has no income tax for the ninethree months ended March 31,Ended September 30, 2019 and 2018 as a result of being exempted from paying income tax due to the fact that its products fall into the tax exemption list set out in the EIT.

Net Income (loss)

 

Net Income

Net income (loss) for the ninethree months ended March 31,September 30, 2019 was $16,635,439,$(7,315,799), a decrease of $3,912,528,$16,327,604, or 19.0%181.2%, compared to $20,547,967$9,011,805 for the ninethree months ended March 31,September 30, 2018. Net income as a percentage of total net sales was approximately 7.6%-14.4% and 9.8 %15.5% for the ninethree months ended March 31,Ended September 30, 2019 and 2018, respectively.

 

Discussion of Segment Profitability Measures

 

As of March 31,September 30, 2019, we were engaged in the following businesses: the production and sale of fertilizers through Jinong and Gufeng, the production and sale of high-quality agricultural products by Yuxing, and the sales of agriculture materials by the sales VIEs. For financial reporting purpose, our operations were organized into four main business segments based on locations and products: Jinong (fertilizer production), Gufeng (fertilizer production) and Yuxing (agricultural products production) and the sales VIEs. Each of the segments has its own annual budget forabout development, production and sales.


 

Each of the four operating segments referenced above has separate and distinct general ledgers. The chief operating decision maker (“CODM”) makes decisions with respect to resources allocation and performance assessment upon receiving financial information, including revenue, gross margin, operating income and net income produced from the various general ledger systems; however, net income by segment is the principal benchmark to measure profit or loss adopted by the CODM.

 

For Jinong, the net income decreased by $9,619,550$5,375,915, or 62.8%91.1%, to $5,709,185$524,101 for three months ended September 30, 2019, from $5,900,016 for the ninethree months ended March 31, 2019 from $15,238,735 for the nine months ended March 31,September 30, 2018. The decrease was principally due to a decreasethe increase in net sales.general and administrative expense.

 

For Gufeng, the net income increaseddecreased by $2,585,024$12,632,298, or 46.8%1,127.5%, to $8,111,897$(11,511,954) for the ninethree months ended March 31,September 30, 2019 from $5,526,873$1,120,344 for the ninethree months ended March 31,September 30, 2018. The increasedecrease was principally due to a significantthe increase in net sales.general and administrative expense.

 

For Yuxing, the net losses increased by $2,924,775income decreased $38,623, or 528.6%20.1%, to net losses of $3,478,089$154,555 for the ninethree months ended March 31,September 30, 2019 from $553,314$193,178 for the ninethree months ended March 31,September 30, 2018. The increase of net lossesdecrease was mainly due to a virus infection. Yuxing's major products are flowers, green vegetablesthe increase in general and fruits. The virus killed many of the plants. administrative expense.

 

For the sales VIEs, the net income was $7,668,280$3,868,490 for yearperiod ended March 31,September 30, 2019, increased by $7,332,607$ 1,488,855, or 2,184.4%62.6%, from $335,673$ 2,379,635 for ninethree months ended March 31,September 30, 2018. The increase was mainly due to the decrease in general and administrative expenses for the sales VIEs caused by the adjustment for bad debt expense.VIEs.

 

Liquidity and Capital Resources

 

Our principal sources of liquidity include cash from operations, borrowings from local commercial banks and net proceeds of offerings of our securities consummated in July 2009 and November/December 2009 (collectively the “Public Offerings”).securities.

 

As of March 31,September 30, 2019, cash and cash equivalents were $69,242,037, a decrease$82,953,941, an increase of $81,563,602,$10,694,137, or 54.1%14.8%, from $150,805,639$72,259,804 as of June 30, 2018.2019.


We intend to use some of the remaining net proceeds from the Public Offerings,our securities offerings, as well as other working capital if required, to acquire new businesses, upgrade production lines and complete Yuxing’s new greenhouse facilities for agriculture products located on 88 acres of land in Hu County, 18 kilometers southeast of Xi’an city. Yuxing purchased a set of agricultural products testing equipment for the year of 2016. We believe that we have sufficient cash on hand and positive projected cash flow from operations to support our business growth for the next twelve months to the extent we do not have further significant acquisitions or expansions. However, if events or circumstances occur and we do not meet our operating plan as expected, we may be required to seek additional capital and/or to reduce certain discretionary spending, which could have a material adverse effect on our ability to achieve our business objectives. Notwithstanding the foregoing, we may seek additional financing as necessary for expansion purposes and when we believe market conditions are most advantageous, which may include additional debt and/or equity financings. There can be no assurance that any additional financing will be available on acceptable terms, if at all. Any equity financing may result in dilution to existing stockholders and any debt financing may include restrictive covenants.

 

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

 

 Three Months Ended 
 Nine Months Ended
March 31,
  September 30, 
 2019  2018  2019 2018 
Net cash provided by (used in) operating activities $(77,964,267) $28,434,766   3,079,634   8,518,839 
Net cash provided by (used in) investing activities  (42,880)  (55,691)  (18,596)  (31,273)
Net cash provided by (used in) financing activities  218,694   (5,935,789   10,731,600   (191,056)
Effect of exchange rate change on cash and cash equivalents  (3,775,148)  8,145,894)  (3,098,502)  (5,947,491)
Net increase (decrease) in cash and cash equivalents  (81,563,601)  30,589,179 
Net increase in cash and cash equivalents  10,694,136   2,349,019 
Cash and cash equivalents, beginning balance  150,805,639   123,050,548   72,259,804   150,805,639 
Cash and cash equivalents, ending balance $69,242,037  $153,639,728  $82,953,940  $153,154,657 

Operating Activities

 

Net cash usedprovided in operating activities was $77,964,267$3,079,634 for the ninethree months ended March 31,September 30, 2019, an increasea decrease of $106,399,032,$5,439,205, or 374.2%63.8%, compared to netfrom cash provided by operating activities of $ 28,434,766$8,518,839 for the ninethree months ended March 31,September 30, 2018. The increase of net cash used indecrease was mainly attributabledue to the increasea decrease in inventory,accounts receivable, decrease in advances to suppliers and other assets, offset by a decrease in account receivablenet income during the ninethree months ended March 31,September 30, 2019 as compared to the same period in 2018.


Investing Activities

 

Net cash used in investing activities for the ninethree months ended March 31,September 30, 2019 was $42,880, a decrease$18,596, compared to cash used in investing activities of $12,811, or 23.0%, from $55,691$31,273 for the ninethree months ended March 31,September 30, 2018. The decreasedifferent was mainly attributabledue to the decrease in purchase ofCompany purchased less plant, property and equipment.equipment during the last three months compared to the same period last year.

 

Financing Activities

 

Net cash provided by financing activities for the three months ended September 30, 2019 was $10,731,600, compared to $191,056 net cash used in financing activities for the ninethree months ended March 31, 2019 was $218,694, an increase of $6,154,483 or 103.7%, compared to cash provided by financing activities of $ 5,935,789 for the nine months ended March 31,September 30, 2018, which was largely dueattribute to we had repayment$10,252,000 proceeds from the sale of loanscommon stock for the ninethree months ended March 31, 2018.September 30, 2019, compared to 0 in the same period last year.

 

As of March 31,September 30, 2019 and June 30, 2018,2019, our loans payablespayable were as follows:

 

 September 30, June 30, 
 March 31, 2019  June 30,
2018
  2019 2019 
Short term loans payable: $4,470,000  $4,726,300  $3,774,600  $3,640,000 
Total $4,470,000  $4,726,300  $3,774,600  $3,640,000 

 

Accounts Receivable

 

We had accounts receivable of $177,715,883$138,984,949 as of March 31,September 30, 2019, as compared to $178,750,045$145,190,160 as of June 30, 2018,2019, a decrease of $1,034,162$6,205,211, or 0.6%, which is mainly4.3%. The decrease was primarily attributable to Jinong.Gufeng’s accounts receivable. As of March 31,September 30, 2019, Jinong hadGufeng’s accounts receivable of $56,507,852,was $72,717,257, a decrease of $5,020,922$12,714,906, or 8.2%14.9%, compared to $ 61,528,774$85,432,163 as of June 30, 2018.2019.

 

Allowance for doubtful accounts in accounts receivable for the ninethree months ended March 31,September 30, 2019 was $23,158,524, an increase$27,993,503, a decrease of $ 3,700,005$5,521,907, or 16.5%, from $19,458,519$33,515,410 as of June 30, 2018, and2019. And the allowance for doubtful accounts as a percentage of accounts receivable was 13.0%16.8% as of March 31,September 30, 2019 and 10.9%18.8% as of June 30, 2018.2019.


Deferred assets

 

We had no deferred assets as of March 31,September 30, 2019 orand June 30, 2018.2019. During the ninethree months, we assisted the distributors in certain marketing efforts and developing standard stores to expand our competitive advantage and market shares. Based on the distributor agreements, the amount owed by the distributors in certain marketing efforts and store development will be expensed over three years if the distributors are actively selling our products. If a distributor defaults, breaches, or terminates the agreement with us earlier than the contractual terms, the unamortized portion of the amount owed by the distributor is payable to us immediately. The deferred assets had been fully amortized as of March 31,September 30, 2019.

 

Inventories

 

We had inventoryinventories of $132,579,212$146,848,526 as of March 31,September 30, 2019, as compared to $ 53,784,814$162,013,889 as of June 30, 2018, an increase2019, a decrease of $78,794,398,$15,165,363, or 146.5%9.4%. The increasedecrease was primarily attributable to Gufeng’s inventory. As of September 30, 2019, Gufeng’s inventory was $108,304,666 as of March 31, 2019, an increase of $ 52,287,318 or 93.3%$125,956,806, compared to $ 56,017,348$141,210,160 as of June 30, 2018. 2019, a decrease of $15,253,354, or 10.8%.

 

Advances to Suppliers

We had advances to suppliers of $51,055,495$29,136,516 as of March 31,September 30, 2019 as compared to $25,194,463$32,713,817 as of June 30, 2018,2019, representing an increasea decrease of $25,861,032$3,577,301, or 102.6%10.9%. Our inventory level may fluctuate from time to time, depending how quickly the raw material is consumed and replenished during the production process, and how soon the finished goods are sold. The replenishment of raw material relies on management’s estimate of numerous factors, including but not limited to, the raw materials future price, and spot price along with its volatility, as well as the seasonal demand and future price of finished fertilizer products. Such estimate may not be accurate, and the purchase decision of raw materials based on the estimate can cause excessive inventories in times of slow sales and insufficient inventories in peak times.

  


Accounts Payable

 

We had accounts payable of $9,436,035$17,349,392 as of March 31,September 30, 2019 as compared to $27,128,921$19,004,548 as of June 30, 2018,2019, representing a decrease of $17,692,886,$1,655,156, or 65.2%8.7%. The decrease was primarily due to the decrease of accounts payable for Gufeng. Gufeng’sVIEs. They have accounts payable were $548,395of $15,634,763 as of March 31,September 30, 2019 as compared to $1,782,064$17,073,229 as of June 30, 2018,2019, representing a decrease of $1,233,669,$1,438,466, or 69.2%8.4%.

 

Unearned Revenue (Customer Deposits)

We had unearned revenuecustomer deposits of $7,793,572$6,164,137 as of March 31,September 30, 2019 as compared to $7,251,967$6,514,619 as of June 30, 2018,2019, representing an increasea decrease of $541,605,$350,482, or 7.5%5.4%. The increasedecrease was mainly attributable to the increase ofJinong’s $1,432,745 unearned revenue for Gufeng. Gufeng’s unearned revenue was $ 5,415,715 as of March 31,September 30, 2019, compared to $ 3,178,157$1,589,158 unearned revenue as of June 30, 2018, representing an increase of $ 2,237,558,2019, decreased $156,413, or 70.4%.9.8%, caused by the advance deposits made by clients. This increasedecrease was adue to seasonal fluctuation and we expect to deliver products to our customers during the next three months at which time we will recognize the revenue.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.


Critical Accounting Policies and Estimates

 

Management’s discussion and analysis of its financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the United States generally accepted accounting principles. Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. See Note 2 to our consolidated financial statements, “Basis of Presentation and Summary of Significant Accounting Policies.” We believe that the following paragraphs reflect the most critical accounting policies that currently affect our financial condition and results of operations:

 

Use of estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates.

 

Revenue recognition

 

Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, we have no other significant obligations and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

 

Our revenue consists of the invoiced value of goods, net of a value-added tax (VAT). No product return or sales discount allowance is made as products delivered and accepted by customers are normally not returnable and sales discounts are normally not granted after products are delivered.

 

Cash and cash equivalents

 

For the statement of cash flows purposes, we consider all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

 

Accounts receivable

 

Our policy is to maintain reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer creditworthiness,credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Any accounts receivable of Jinong and Gufeng that are outstanding for more than 180 days will be accounted as an allowance for bad debts, and any accounts receivable of Yuxing that are outstanding for more than 90 days will be accounted as an allowance for bad debts.


Deferred assets

 

Deferred assets represent amounts the Company advanced to the distributors in their marketing and stores development to expand our competitive advantage and market shares. Based on the distributor agreements, the amount owed by the distributors in certain marketing efforts and store development will be expensed over three years if the distributors are actively selling our products. If a distributor defaults, breaches, or terminates the agreement with us earlier than the realization of the contractual terms, the unamortized portion of the amount owed by the distributor is to be refunded to us immediately. The deferred assets had been fully amortized as of March 31,September 30, 2019.

 

Segment reporting

 

FASB ASC 280 requires the use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other way management disaggregates a company.

 

As of March 31,September 30, 2019, we were organized into ten main business units: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production), Lishijie (agriculture sales), Jinyangguang (agriculture sales), Wangtian (agriculture sales), Xindeguo (agriculture sales), Xinyulei (agriculture sales), Fengnong (agriculture sales) and Xiangrong (agriculture sales). For financial reporting purpose, our operations were organized into four main business segments based on locations and products: Jinong (fertilizer production), Gufeng (fertilizer production) and Yuxing (agricultural products production) and the sales VIEs. Each of the segments has its own annual budget regarding development, production and sales. 

40

 

Item 3. Quantitative and Qualitative Disclosures aboutAbout Market Risk

 

Disclosures aboutAbout Market Risk

 

We may be exposed to changes in financial market conditions in the normal course of business. Market risk generally represents the risk that losses may occur as a result of movements in interest rates and equity prices. We currently do not, in the normal course of business, use financial instruments that are subject to changes in financial market conditions.

 

Currency Fluctuations and Foreign Currency Risk

 

Substantially all of our revenues and expenses are denominated in RMB. However, we use the U.S. dollar for financial reporting purposes. Conversion of RMB into foreign currencies is regulated by the People’s Bank of China through a unified floating exchange rate system. Although the PRC government has stated its intention to support the value of RMB, there can be no assurance that such exchange rate will not again become volatile or that RMB will not devalue significantly against U.S. dollar. Exchange rate fluctuations may adversely affect the value, in U.S. dollar terms, of our net assets and income derived from our operations in the PRC.

 

Our reporting currency is the U.S. dollar. Except for U.S. holding companies, all of our consolidated revenues, consolidated costs and expenses, and our assets are denominated in RMB. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between the U.S. dollars and RMB. If RMB depreciates against the U.S. dollar, the value of our RMB revenues, earnings and assets as expressed in our U.S. dollar financial statements will decline. Assets and liabilities are translated at the exchange rates as of the balance sheet dates, revenues and expenses are translated at the average exchange rates, and shareholders’ equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income but are included in determining other comprehensive income, a component of shareholders’ equity. As of March 31,September 30, 2019, our accumulated other comprehensive incomeloss was $9.5$37 million. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk. The value of the RMB against the U.S. dollar and other currencies is affected by, among other things, changes in the PRC’s political and economic conditions. Between July 1, 20182019 and March 31,September 30, 2019, China’s currency dropped by a cumulative 1.3%4.2% against the U.S. dollar, making Chinese exports cheaper and imports into China more expensive by that percentage. The effect on trade can be substantial. Moreover, it is possible that in the future, the PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

Interest Rate Risk

 

We deposit surplus funds with Chinese banks earning daily interest. We do not invest in any instruments for trading purposes. All of our outstanding debt instruments carry fixed rates of interests.interest. The amount of short-term debt outstanding as of March 31,September 30, 2019 and June 30, 20182019 was $4.5$3.8 million and $4.7$3.6 million, respectively. We are exposed to interest rate risk primarily with respect to our short-term bank loans. Although the interest rates, which are based on the banks’ prime rates with respect to our short-term loans, are fixed for the terms of the loans, the terms are typically three to twelve months for short-term bank loans and interest rates are subject to change upon renewal. There werewas no material changeschange in interest rates for short-term bank loans renewed during the three months ended March 31,September 30, 2019. The original loan term on average is one year, and the remaining average life of the short term-loans is approximately threenine months.


 

Management monitors the banks’ prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk.

 

Credit Risk

 

We have not experienced significant credit risk, as most of our customers are long-term customers with superior payment records. Our receivables are monitored regularly by our credit managers.

 

Inflation Risk

 

Inflationary factors such as increases in the cost of our products and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net revenues if the selling prices of our products do not increase with these increased costs.


Item 4. Controls and Procedures

 

(a)Evaluation of disclosure controls and procedures

  

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), at the conclusion of the period ended March 31,September 30, 2019 we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, in a manner that allowed for timely decisions regarding required disclosure.

 

(b)Changes in internal controls

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended March 31,September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

There are no other actions, suits, proceedings, inquiries or investigationinvestigations before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

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

 

There were no unregistered sales of the Company’s equity securities during the three months ended March 31,September 30, 2019, that were not otherwise disclosed in a Current Report on Form 8-K.

 

Item 3. Defaults Upon Senior Securities

 

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

There is no other information required to be disclosed under this item which was not previously disclosed.

 

Item 6. Exhibits

 

The exhibits required by this item are set forth in the Exhibit Index attached hereto.


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 thereunto duly authorized.

 

 CHINA GREEN AGRICULTURE, INC.
  
Date: May 15,November 19, 2019By:/s/Zhuoyu “Richard” Li
 Name:Zhuoyu “Richard” Li
 Title:Chief Executive Officer
  (principal executive officer)
   
Date: May 15,November 19, 2019By:/s/Yongcheng Yang
 Name:Yongcheng Yang
 Title:Chief Financial Officer
  (principal financial officer and
principal accounting officer)


EXHIBIT INDEX

  

No. Description
   
21.1* List of Subsidiaries of the Company
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+ Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+ Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

 

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