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 ended SeptemberJune 30, 20212022

or

☐ 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: 000-56013

JRSIS HEALTH CARE CORPORATION.

(Exact name of Registrant as specified in its charter)

Florida46-4562047
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification Number)

No. 38 South Street3/F Building A, De Run Yuan

Hulan District, Harbin City,No. 19 Chang Yi Road, Chang Ming Shui

Heilongjiang Province, China 150025Wu Gui Shan, Zhong Shan City 528458

+86-760-88963658

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) 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 every Interactive Data File required to be submitted 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 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 filer ☐Accelerated filer ☐
Non-accelerated filer ☐Smaller 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 ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of the date of filing of this report, there were outstanding 18,628,56958,366,569 shares of the issuer’s common stock, par value $0.001 per share.

 

 

 

TABLE OF CONTENTS

 

  Page
PART I – FINANCIAL INFORMATION1
   
Item 1Consolidated Financial Statements1
   
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations2
   
Item 3Quantitative and Qualitative Disclosures About Market Risk97
   
Item 4Controls and Procedures97
   
PART II – OTHER INFORMATION8
   
Item 1Legal Proceedings108
   
Item 1ARisk Factors108
   
Item 2Unregistered Sale of Equity Securities and Use of Proceeds108
   
Item 3Defaults Upon Senior Securities108
   
Item 4Mine Safety Disclosures108
   
Item 5Other Information108
   
Item 6Exhibits119
   
 Signatures1210

 

i

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the ninesix months ended SeptemberJune 30, 20212022 are not necessarily indicative of the results that can be expected for the year ended December 31, 2021.2022.

 


1

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

 Page
  
JRSIS HEALTH CARE CORPORATION 
  
Consolidated Balance Sheets —SeptemberSheets— June 30, 20212022 (Unaudited) and December 31, 20202021F-2
  
Consolidated Statements of Operations and Comprehensive Income for the Three and NineSix Months Ended SeptemberJune 30, 2022 and 2021 and 2020 (Unaudited)F-3
  
Consolidated StatementsStatement of Shareholders’ Equity for the Three and NineSix Months Ended SeptemberJune 30, 20212022 (Unaudited) and 2020 (Unaudited)December 31, 2021F-4
  
Consolidated Statements of Cash Flows for the NineSix Months Ended SeptemberJune 30, 2022 and 2021 and 2020 (Unaudited)F-5
  
Notes to Consolidated Financial Statements (Unaudited)F-6 – F-16

 


F-1

 

JRSIS HEALTH CARE CORPORATION

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN USD, EXCEPT SHARES)

  September 30,  December 31, 
  2021  2020 
  (Unaudited)    
Assets      
Current Assets:      
Cash and cash equivalents $527,642  $844,827 
Accounts receivable, net  7,418,258   4,391,652 
Inventories  1,744,502   1,458,217 
Other receivables  68,571   64,836 
Prepayments  1,739,541   625,922 
Deferred expenses  454,244   452,205 
Deposits for capital leases-current portion  201,301   41,025 
Total current assets  12,154,059   7,878,684 
Construction in progress  2,975,170   - 
Property and equipment, net  32,483,275   31,455,424 
Long term deferred expenses  2,199,591   2,510,460 
Deposits for capital leases  953,081   773,041 
Right-of-use assets  20,230,531   16,187,280 
Total assets $70,995,707  $58,804,889 
         
Liabilities and shareholders’ equity        
Current Liabilities:        
Accounts payable $10,812,117  $6,687,544 
Notes payable  280,273   856,490 
Deposits received  1,222   98,386 
Amount due to related parties  1,533,565   162,921 
Other payable  162,785   57,573 
Deferred tax payable  441,573   300,670 
Payroll payable  1,164,393   1,127,845 
Capital lease obligations - current portion  3,305,236   2,464,666 
Total current liabilities  17,701,164   11,756,095 
Warrant liabilities  2,785   1,149 
Capital lease obligations  17,430,692   14,444,646 
Deferred tax payable  3,805,770   3,162,037 
Other capital lease payable  607,478   600,537 
Total liabilities $39,547,889  $29,964,464 
         
Shareholders’ equity        
Common stock; $0.001 par value, 100,000,000 shares authorized; 18,628,569 and 18,246,331 issued and outstanding at September 30, 2021 and December 31, 2020, respectively  18,628   18,246 
Additional Paid-in capital  23,381,121   23,240,075 
Retained earnings  (2,747,015)  (4,109,557)
Other comprehensive income  176,255   (111,016)
Total shareholders’ equity of the Company  20,828,989   19,037,748 
Non-controlling interest  10,618,829   9,802,677 
Total shareholders’ equity  31,447,818   28,840,425 
Total liabilities and shareholders’ equity $70,995,707  $58,804,889 

  June 30,  December 31, 
  2022  2021 
Assets      
Current Assets:      
Cash and cash equivalents $37,659  $29,847 
Other receivables  3,219   - 
Amount due from related parties  13,649   - 
Deferred expenses  900,036   - 
Current assets of discontinued operations  -   13,836,084 
Total current assets  954,563   13,865,931 
Property and equipment, net  44,518   - 
Right-of-use assets  26,970   - 
Non-current assets of discontinued operations  -   61,826,821 
Total assets $1,026,051  $75,692,752 
         
Liabilities and shareholders’ equity        
Current Liabilities:        
Accounts payable $8,000  $66,000 
Amount due to related parties  -   1,456,919 
Other payable  -   13 
Payroll payable  1,583   - 
Lease obligations - current portion  16,790   - 
Current liabilities of discontinued operations  -   16,076,570 
Total current liabilities  26,373   17,599,502 
Warrant liabilities  -   7 
Lease obligations  10,180   - 
Non-current liabilities of discontinued operations  -   24,991,063 
Total liabilities $36,553  $42,590,572 
         
Shareholders’ equity        
Common stock; $0.001 par value, 100,000,000 shares authorized; 58,366,569 and 18,628,569 issued and outstanding at June 30, 2022 and December 31, 2021, respectively  58,366   18,628 
Additional Paid-in capital  24,452,501   23,381,121 
Accumulated deficits  (23,527,725)  (1,877,296)
Other comprehensive income  6,356   545,449 
Total shareholders’ equity  989,498   22,067,902 
Non-controlling interest  -   11,034,278 
Total shareholders’ equity  989,498   33,102,180 
Total liabilities and shareholders’ equity $1,026,051  $75,692,752 

 

See notes to consolidated financial statements 

 


F-2

 

JRSIS HEALTH CARE CORPORATION 

JRSIS HEALTH CARE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(AMOUNTS IN USD, EXCEPT SHARES) (UNAUDITED)

 

  Three Months Ended 
September 30,
  Nine Months Ended 
September 30,
 
  2021  2020  2021  2020 
             
Revenue:            
Pharmaceuticals $3,347,069  $2,462,951  $8,308,401  $6,054,148 
Patient services  8,811,811   7,553,134   22,917,313   16,966,307 
Total revenue  12,158,880   10,016,085   31,225,714   23,020,455 
Operating costs and expenses:                
Cost of pharmaceuticals sold  2,744,179   1,798,004   6,434,461   4,328,675 
Medical consumables  3,296,482   2,852,588   7,138,746   5,589,590 
Salaries and benefits  3,291,211   2,067,965   8,703,710   5,936,083 
Office supplies  313,518   488,478   890,821   1,048,658 
Vehicle expenses  104,965   39,381   224,363   167,199 
Utilities expenses  121,400   87,344   469,055   392,827 
Rentals and leases  352,600   73,174   902,327   159,782 
Advertising and promotion expenses  11,183   9,118   28,898   9,256 
Interest expense  344,521   317,704   1,076,691   774,471 
Professional fee  11,556   20,791   31,701   40,385 
Loss of fair value of convertible notes  -   -��  -   (322,363)
Warrant expense  (5,077)  (263,953)  1,636   181,136 
Depreciation  837,917   649,726   2,449,963   1,808,738 
Total operating costs and expenses  11,424,455   8,140,320   28,352,372   20,114,437 
Earnings from operations before other income and income taxes  734,425   1,875,765   2,873,342   2,906,018 
Other (expenses)  (723)  (5,620)  (37,324)  (17,026)
Earnings from operations before income taxes  733,702   1,870,145   2,836,018   2,888,992 
Income tax  192,207   837,659   775,514   1,138,507 
Net income  541,495   1,032,486   2,060,504   1,750,485 
Less: net income attributable to non-controlling interests  172,987   266,545   697,962   537,804 
Net income attributable to the Company $368,508  $765,941  $1,362,542  $1,212,681 
Comprehensive income:                
Foreign currency translation adjustment attributable to non-controlling interests  30   298,571   118,190   179,112 
Foreign currency translation adjustment attributable to the Company  7,325   648,903   287,271   361,761 
Comprehensive income $548,850  $1,979,960  $2,465,965  $2,291,358 
Less: Comprehensive income attributable to non-controlling interests  173,017   565,116   816,152   716,916 
Comprehensive income attributable to the Company $375,833  $1,414,844  $1,649,813  $1,574,442 
                 
Basic earnings per share $0.0197  $0.0425  $0.0741  $0.0673 
Diluted earnings per share  0.0195  $0.0424  $0.0732  $0.0672 
Weighted average number of shares outstanding (Basic)  18,628,569   18,042,109   18,393,563   18,021,848 
Weighted average number of shares outstanding (Diluted)  18,838,569   18,063,109   18,603,563   18,059,240 
  Three Months Ended 
June 30,
  Six Months Ended 
June 30,
 
  2022  2021  2022  2021 
Net Sales  -   -   -   - 
                 
Operating costs and expenses:                
Salaries and benefits  4,421   -   4,421   - 
Stock-based compensation  81,822   -   81,822   - 
Office supplies  25,430   4,096   39,756   5,192 
Rentals and leases  6,112   -   6,112   - 
Professional fee  8,000   11,237   16,000   20,145 
Warrant expense  -   (13,818)  (7)  6,713 
Depreciation  1,505   -   1,505   - 
Total operating costs and expenses  127,290   1,515   149,609   32,050 
Loss from operations before other income and income taxes  (127,290)  (1,515)  (149,609)  (32,050)
Other income  -   -   -   - 
Income(loss) from operations before income taxes  (127,290)  (1,515)  (149,609)  (32,050)
Income tax  -   -   -   - 
Income(loss) from continued operations  (127,290)  (1,515)  (149,609)  (32,050)
Net income (loss) from discontinued operations  (36,054,805)  1,024,602   (33,393,670)  1,551,059 
Net income (loss) $(36,182,095) $1,023,087  $(33,543,279) $1,519,009 
Comprehensive income:                
Foreign currency translation adjustment from continued operations  6,356   2,688   17,557   44,872 
Foreign currency translation adjustment from discontinued operations  104,913   469,167   301,922   353,234 
Comprehensive income (loss) $(36,070,826) $1,494,942  $(33,223,800) $1,917,115 
                 
Net income(loss) from continuing operations per share of common stock                
Basic earnings per share $(0.0029) $(0.0001) $(0.0048) $(0.0018)
Diluted earnings per share $(0.0029) $(0.0001) $(0.0048) $(0.0017)
Net income(loss) from discontinuing operations per share of common stock                
Basic earnings per share $(0.8218) $0.0560  $(1.0686) $0.0849 
Diluted earnings per share $(0.8218) $0.0554  $(1.0686) $0.0839 
Net income (loss) per share of common stock                
Basic earnings per share $(0.8247) $0.0559  $(1.0734) $0.0831 
Diluted earnings per share $(0.8247) $0.0553  $(1.0734) $0.0822 
Weighted average number of shares outstanding (Basic)  43,872,480   18,297,296   31,250,525   18,271,814 
Weighted average number of shares outstanding (Diluted)  43,872,480   18,507,296   31,250,525   18,481,814 

 

See notes to consolidated financial statements

  


F-3

 

JRSIS HEALTH CARE CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS’SHARESHOLDERS’ EQUITY

(AMOUNTS IN USD, EXCEPT SHARES) 

  Common stock  Retained  Other 
comprehensive
  Additional
paid-in
  Non-
Controlling
  Total 
Shareholders’
 
  Quantity  Amount  Earnings  income  capital  Interest  equity 
Balance at December 31, 2019  17,975,999  $17,976  $(6,788,652) $(1,236,873) $22,825,787  $8,168,613  $22,986,851 
Net income  -   -   155,523   -   -   159,394   314,917 
Shares issued  40,332   40   -   -   260,118   -   260,158 
Foreign currency translation adjustment  -   -   -   (343,827)  -   (144,115)  (487,942)
Balance at March 31, 2020  18,016,331  $18,016  $(6,633,129) $(1,580,700) $23,085,905  $8,183,892  $23,073,984 
Net income  -   -   291,217   -   -   111,865   403,082 
Foreign currency translation adjustment  -   -   -   56,685   -   24,656   81,341 
Balance at June 30, 2020  18,016,331  $18,016  $(6,341,912) $(1,524,015) $23,085,905  $8,320,413  $23,558,407 
Net income  -   -   765,941   -   -   266,545   1,032,486 
Foreign currency translation adjustment  -   -   -   648,903   -   298,571   947,474 
Shares issued  40,000   40   -   -   79,960   -   80,000 
Balance at September 30, 2020  18,056,331  $18,056  $(5,575,971) $(875,112) $23,165,865  $8,885,529  $25,618,367 

  Common stock  Retained  Other 
comprehensive
  Additional
paid-in
  Non-
Controlling
  Total 
Shareholders’
 
  Quantity  Amount  Earnings  income  capital  Interest  equity 
Balance at December 31, 2020  18,246,331  $18,246  $(4,109,557) $(111,016) $23,240,075  $9,802,677  $28,840,425 
Net income  -   -   327,684   -   -   168,238   495,922 
Foreign currency translation adjustment  -   -   -   (51,159)  -   (22,590)  (73,749)
Balance at March 31, 2021  18,246,331   18,246   (3,781,873)  (162,175)  23,240,075   9,948,325   29,262,598 
Net income  -   -   666,350   -   -   356,737   1,023,087 
Shares issued  382,238   382   -   -   141,046   -   141,428 
Foreign currency translation adjustment  -   -   -   331,105   -   140,750   471,855 
Balance at June 30, 2021  18,628,569   18,628   (3,115,523)  168,930   23,381,121   10,445,812   30,898,968 
Net income  -   -   368,508   -   -   172,987   541,495 
Foreign currency translation adjustment  -   -   -   7,325   -   30   7,355 
Balance at September 30, 2021  18,628,569   18,628   (2,747,015)  176,255   23,381,121   10,618,829   31,447,818 

See notes to consolidated financial statements


JRSIS HEALTH CARE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN USD, EXCEPT SHARES)

 

  Nine Months Ended
September 30,
 
  2021  2020 
  (Unaudited)  (Unaudited) 
Cash Flows From Operating Activities      
Net income $2,060,504  $1,750,485 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation  2,449,963   1,808,738 
Interest expense  1,076,691   774,471 
Convertible notes expense  -   (322,363)
Warrant expense  1,636   181,136 
Changes in operating assets and liabilities:        
Accounts receivable, net  (2,970,050)  1,712,746 
Inventories  (268,905)  (317,979)
Amount due from related parties  (117,495)  (20,016)
Prepayments and other current assets  (547,667)  825,753 
Accounts payable  3,455,082   2,238,219 
Amount due to related parties  1,465,861   (1,359,833)
Deposits received  (98,110)  (11,203)
Accrued expenses and other current liabilities  870,971   247,668 
Net cash provided by operating activities  7,378,481   7,507,822 
         
Cash Flows From Investing Activities        
Purchases of property and equipment  (2,918,682)  (4,679,397)
Prepayment for property and equipment acquisition  (556,363)  (296,264)
Payment of construction in progress  (2,969,376)  (640,363)
Payment for convertible notes  -   (774,567)
Net cash (used in) investing activities  (6,444,421)  (6,390,591)
         
Cash Flows From Financing Activities        
Payments of finance lease obligations  (183,324)  (1,869,766)
Interest expense  (1,076,691)  (774,471)
Non-cash issuance of common stock  -   340,158 
Net cash (used in) financing activities  (1,260,015)  (2,304,079)
         
Effect of exchange rate fluctuation on cash and cash equivalents  8,770   27,821 
Net (decrease) increase in cash and cash equivalents  (317,185)  (1,159,027)
         
Cash and cash equivalents, beginning of period  844,827   1,971,129 
Cash and cash equivalents, ending of period $527,642  $812,102 
         
Supplemental disclosure of cash flow information        
Cash paid for income taxes  (25,194)  (1,138,507)
Cash paid for interest  (1,076,691)  (774,471)
  Common stock  Retained  Other 
comprehensive
  Additional
paid-in
  Non-
Controlling
  Total 
Shareholders’
 
  Quantity  Amount  Earnings  income  capital  Interest  equity 
Balance at December 31, 2020  18,246,331  $18,246  $(4,109,557) $(111,016) $23,240,075  $9,802,677  $28,840,425 
Net income  -   -   327,684   -   -   168,238   495,922 
Foreign currency translation adjustment  -   -   -   (51,159)  -   (22,590)  (73,749)
Balance at March 31, 2021  18,246,331   18,246   (3,781,873)  (162,175)  23,240,075   9,948,325   29,262,598 
Net income  -   -   666,350   -   -   356,737   1,023,087 
Shares issued  382,238   382   -   -   141,046   -   141,428 
Foreign currency translation adjustment  -   -   -   331,105   -   140,750   471,855 
Balance at June 30, 2021  18,628,569   18,628   (3,115,523)  168,930   23,381,121   10,445,812   30,898,968 

  Common stock  Retained  Other 
comprehensive
  Additional
paid-in
  Non-
Controlling
  Total 
Shareholders’
 
  Quantity  Amount  Earnings  income  capital  Interest  equity 
                      
Balance at December 31, 2021  18,628,569  $18,628  $(1,877,296) $545,449  $23,381,121  $11,034,278  $33,102,180 
Net income  -   -   1,847,171   -   -   791,645   2,638,816 
Foreign currency translation adjustment  -   -   -   149,107   -   59,103   208,210 
Balance at March 31, 2022  18,628,569   18,628   (30,125)  694,556   23,381,121   11,885,026   35,949,206 
Discontinued Operations adjustment  -   -   12,579,582   (694,556)  -   (11,885,026)  - 
Loss from discontinuing operations  -   -   (35,949,892)  -   965,168   -   (34,984,724)
Net income  -   -   (127,290)  -   -   -   (127,290)
Shares issued for officer compensation  39,130,000   39,130   -   -   1,017,380   -   1,056,510 
Shares issued for private placement  6,000,000   6,000   -   -   54,000   -   60,000 
Shares repurchase and cancelled  (5,392,000)  (5,392)  -   -   (965,168)  -   (970,560)
Foreign currency translation adjustment  -   -   -   6,356   -   -   6,356 
Balance at June 30, 2022  58,366,569   58,366   (23,527,725)  6,356   24,452,501   -   989,498 

 

See notes to consolidated financial statements

 


F-4

 

JRSIS HEALTH CARE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN USD, EXCEPT SHARES)

  Six Months Ended
June 30,
 
  2022  2021 
  (Unaudited)  (Unaudited) 
Cash Flows From Operating Activities      
Net income(loss) $(33,543,279) $1,519,009 
Less: Net income(loss) from discontinued operations  (33,393,670)  1,551,059 
Net loss from continued operations  (149,609)  (32,050)
         
Adjustments to reconcile net income(loss) to net cash provided by operating activities:        
Depreciation and amortization  1,505   - 
Warrant expense  (7)  6,713 
Share-base payment  81,822   - 
Changes in operating assets and liabilities:        
Deferred expenses  (900,036)  - 
Prepayments and other current assets  (3,219)  - 
Accounts payable  (58,000)  (62,000)
Amount due to related parties  -   87,171 
Deposits received  1,583   - 
Net cash used in continued operations  (1,025,961)  (166)
Net cash provided by discontinued operations  3,157,978   3,619,454 
Net cash provided by operating activities  2,132,017   3,619,288 
         
Cash Flows From Investing Activities        
Purchases of property and equipment  (44,518)  - 
Net cash used in investing activities related to continued operations  (44,518)  - 
Net cash (used in) investing activities related to discontinued operations  (2,783,041)  (2,096,489)
Net cash (used in) investing activities  (2,827,559)  (2,096,489)
         
Cash Flows From Financing Activities        
Non-cash issuance of common stock  969,296   - 
Proceeds from issuance of common stock  60,000   - 
Derivative financial instruments  7   - 
Net cash provided by financing activities related to continued operations  1,029,303   - 
Net cash (used in) financing activities related to discontinued operations  (867,508)  (2,004,971)
Net cash provided by (used in) financing activities  161,795   (2,004,971)
         
Effect of exchange rate fluctuation on cash and cash equivalents  (284,565)  (49,884)
Net (decrease) in cash and cash equivalents  (818,312)  (532,056)
         
Cash and cash equivalents, beginning of period  855,971   844,827 
Cash and cash equivalents, ending of period $37,659  $312,771 
         
Analysis of cash and cash equivalents        
Included in cash and cash equivalents per consolidated balance sheets  37,659   30,885 
Included in cash and cash equivalents of discontinued operations  -   281,886 
Cash and cash equivalents, end of year  37,659   312,771 
         
Supplemental disclosure of cash flow information        
Continuing operations:        
Cash paid for income taxes  -   - 
Cash paid for interest  -   - 
Discontinued operations:        
Cash paid for income taxes  (13,086)  (5,016)
Cash paid for interest  (406,544)  (732,170)
Supplemental disclosure of non-cash activities        
Shares issued for officer compensation  (1,056,510)  - 
Shares repurchase  970,560   - 

See notes to consolidated financial statements

F-5

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 1. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

JRSIS Health Care Corporation (the “Company” or “JRSS”) was incorporated on November 20, 2013 under the laws of the State of Florida. In December 2013 JRSS acquired 100% of the equity in JRSIS Health Care Limited (“JHCL”), which is a Limited Liability Company registered in British Virgin Island (“BVI”) on February 25, 2013. JHCL owns 100% of the equity in Runteng Medical Group Co., Ltd (“Runteng”), a limited liability company registered in Hong Kong on September 17, 2012. Runteng ownsUntil March 31, 2022 Runteng owned 70% of the equity in Harbin Jiarun Hospital Co., Ltd (“Jiarun”), a for-profit hospital incorporated in Harbin City of Heilongjiang, China in February 2006. The remaining 30% of the equity in Jiarun is owned by Junsheng Zhang, who is the Chairman of the Board of JRSIS Health Care Corporation.

Jiarun is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin. Jiarun also owns 100% of the equity in:

Harbin Jiarun Hospital Co., Ltd Nanjing Road Branch (“NRB Hospital”), a hospital branch of Jiarun, incorporated in Harbin City of Heilongjiang, China in October 2017. NRB hospital is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin.

Harbin Jiarun Hospital Co., Ltd 2nd Branch (“2nd Branch Hospital”), a second hospital branch of Jiarun, incorporated in Harbin City of Heilongjiang, China in November 2017. 2nd Branch Hospital is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin.

Harbin Jiarun Hospital Co., Ltd Harbin New District Branch (“3rd Branch Hospital”), a third hospital branch of Jiarun, incorporated in Harbin City of Heilongjiang, China in April 2021. 3rd Branch Hospital is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin.

30%On April 12, 2022, Runteng has setup and owned 100% of the equity in Jiarun is held by Junsheng Zhang, and is therefore a non-controlling interestLaidian Technology (Zhongshan) Co., Ltd (“NCI”Laidian”), accounted for pursuanta wholly foreign-owned enterprise (“WFOE”) subsidiary to ASC 810-10-45, which states thatengage in the ownershipbusiness of providing charging services to electric vehicles incorporated in Zhongshan City of Guangdong, China.

Spin-Off of Harbin Jiarun Hospital Co., Ltd.

On April 28, 2022 JRSIS Health Care Corporation completed the spin-off of its subsidiary Harbin Jiarun Hospital Co., Ltd. as JRSIS’s subsidiary Runteng Medical Group Co., Ltd. transferred its 70% equity interest in Jiarun to Zhang Junsheng (the “Spin-Off”). In exchange for the subsidiary that is held by owners other than70% interest in Jiarun, Zhang Junsheng transferred to Runteng 5,392,000 shares of JRSIS common stock.

After the parent is a non-controlling interest.Spin-Off, JRSIS does not beneficially own any equity interest in Jiarun and will no longer consolidate Jiarun financial results with the financial results of JRSIS as on April 1, 2022. According to spin-off agreement on April 28, 2022, the supplemental agreement signed between Junsheng Zhangeffective date of spin-off was April 1, 2022, Commencing on the second quarter of fiscal year 2022, Jiarun’s historical financial results for periods prior to April 1, 2022 will be reclassified and Runteng on June 1, 2013, the comprehensive income from Jiarun would be attributable to retained earnings and non-controlling interestreflected in JRSIS’s consolidated financial statements as a discontinued operation for 70% and 30% respectively, from July 1, 2013.comparative purposes.

 

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES

 

A. Basis of presentation

 

The consolidated financial statements have been prepared in accordance with the United States generally accepted accounting principles (“U.S. GAAP”).

 

B. Principles of consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. Non-controlling interests represent the equity interest in Jiarun that is not attributable to the Company. Non-controlling interest is reported in the consolidated financial position within equity, separate from the Company’s equity. Net income or loss and comprehensive income or loss are attributed to the Company’s and the non-controlling interest.

 

C. Use of estimates

 

The preparation of audited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue 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 from those estimates. Significant items subject to such estimates and assumptions include valuation allowances for receivables and recoverability of carrying amount and the estimated useful lives of long-lived assets. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

 


F-6

 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

D. Functional currency and foreign currency translation

 

JRSS and JHCL’s functional currency is the United States dollar (“US$”). Runteng’s functional currency is the Hong Kong dollar (“HK$”). The functional currency of Laidian and Jiarun is the Renminbi (“RMB”).

 

The Company’s reporting currency is US$. Assets and liabilities of Runteng, Laidian and Jiarun are translated at the current exchange rate at the balance sheet dates, revenues and expenses are translated at the average exchange rates during the reporting periods, and equity accounts are translated at historical rates. Translation adjustments are reported in other comprehensive income.

 

The exchange rates used for foreign currency translation are as follows:

 

 For nine months ended 
September 30,
   For six months ended June 30, 
   2021 2020   2022   2021 
 (USD to RMB/
USD to HKD)
 (USD to RMB/
USD to HKD
)
   (USD to RMB/
USD to HKD)
   (USD to RMB/
USD to HKD
)
 
Assets and liabilities period end exchange rate 6.4580 / 7.7867 6.8033 / 7.7501 period end exchange rate  6.6977 / 7.8467   6.4579 / 7.7652 
Revenue and expenses period average 6.4706 / 7.7670 6.9957 / 7.7576 period average  6.4787 / 7.8257   6.4717 / 7.7614 

 

E. Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The majority of sales are either cash receipt in advance or cash receipt upon delivery. For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, no customer accounted for more than 10% of net revenue. As of SeptemberJune 30, 20212022 and December 31, 2020, three and three customers, respectively, each2021, no customer accounted for more than 5% of net accounts receivable.receivable, respectively. For those credit sales, the Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts. Asaccounts and, as a consequence, the Company believes that its accounts receivable credit risk exposure beyond such allowance is limited.

 

F. Cash and cash equivalents

 

Cash and cash equivalents include all cash, deposits in banks and other liquid investments with initial maturities of three months or less.

 

G. Accounts receivable

Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts as needed. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. F-7

H. Inventories

Inventories, consisting principally of medicines, are stated at the lower of cost or market using the first-in, first-out method (“FIFO”). This policy requires the Company to make estimates regarding the market value of inventory, including an assessment of excess or obsolete inventory. The Company determines excess or obsolete inventory based on an estimate of the future demand and estimated selling prices for its products. 


 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

I. Construction in progress

Construction in progress represents the new hospital painting and decoration costs. All direct costs relating to the polishing and decoration are capitalized as construction in progress. No depreciation is provided in respect of construction in progress. 

J.G. Property and equipment

 

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and betterments are capitalized. Depreciation is recorded on a straight-line basis reflective of the useful lives of the assets. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income.

 

The estimated useful lives for property and equipment categories are as follows:

 

Buildings and improvementTransportation instrument 10-405 years
MedicalOffice equipment 5-155 years
Transportation instrument5-10 years
Office equipment5-10 years
Electronic equipment5-10 years
Software5-10 years

 

K.H. Leases

 

In February 2016, the FASB issued ASU 2016-02–2016-02 Leases (Topic 842), which increases transparency and comparability among organizations by recognizing right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU maintains a distinction between finance leases and operating leases, which is substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. Retaining this distinction allows the recognition, measurement and presentation of expenses and cash flows arising from a lease to remain similar to the previous accounting treatment. A lessee is permitted to make an accounting policy election by class of underlying asset to exclude from balance sheet recognition any lease assets and lease liabilities with a term of 12 months or less, and instead to recognize lease expense on a straight-line basis over the lease term. For both financing and operating leases, the ROU asset and lease liability is initially measured at the present value of the lease payments in the consolidated balance sheet. In July 2018, the FASB issued ASU 2018-11 which provides entities with the option to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, if necessary. As discussed in Note 8, we adopted ASU 2016-02–Leases (Topic 842) effective January 1, 2019 utilizing the transition option provided by ASU 2018-11.

 

L.I. Fair Value Measurement

 

The Company applies the provisions of ASC Subtopic 820-10, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 

Fair value is defined as the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining the fair value for the assets and liabilities required or permitted to be recorded, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2:

Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; 

Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability; 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 


F-8

 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis:

 

  Carrying
Value at
September 30,
  Fair Value Measurement at
September 30, 2021
 
  2021  Level 1  Level 2  Level 3 
Warrant liability $2,785  $       -  $       -  $2,785 

Carrying Value at June 30,Fair Value Measurement at June 30, 2022
2022Level 1 Level 2 Level 3
Warrant liability$-$-$-$-

  

A summary of changes in Warrant liability for ninesix months ended SeptemberJune 30, 20212022 was as follows:

 

Balance at January 1, 2021 $1,149 
Change in fair value of warrant liability  1,636 
Balance at September 30, 2021  2,785 
Balance at January 1, 2022 $7 
Change in fair value of warrant liability  (7)
Balance at June 30, 2022  - 

 

The fair value of the outstanding warrants was calculated using the Binomial Option Pricing Model, withas of the following assumptions at inception and on subsequent valuation date:date of filling this report, there was no outstanding warrants.

  September 30,
2021
 
Warrants Auctus 
Market price per share (USD/share) $0.37 
Exercise price (USD/share)  0.60 
Risk free rate  0.211%
Dividend yield  - 
Expected term/Contractual life (years)  0.83 
Expected volatility  47.23%

 

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are reflected in the accompanying consolidated financial statements at amounts that approximate fair value because of the short-term nature of these instruments. The fair value of the Company’s capital lease obligations also approximates carrying value as they bear interest at current market rates.

 


JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

M.J. Segment and geographic information

 

The Company is operating in one segment in accordance with the accounting guidance FASB ASC topic 280, “Segment Reporting”. The Company’s revenues are from customers in People’s Republic of China (“PRC”). All assets of the company are located in PRC.

 

N.K. Revenue recognition

 

The Company recognizes revenue when the contract and performance obligations are identified with a customer, the transaction price are determined and allocated to the performance obligations in the contract for which the amount of revenue can be reliably measured,measured. The Company will recognize revenue when the entity satisfies a performance obligation, it is probable that economic benefits will flow to the entity, and specific criteria have been met for each of the Company’s activities as described below.activities.

 

Medicine salesL. Share Issued for Officer’s Compensation

Revenue fromThe Company accounts for stock-based compensation in accordance with ASC 718-10 “Compensation-Stock Compensation” which requires the salemeasurement and recognition of medicinecompensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and stock appreciation rights are based on estimated fair values. Stock-based compensation expense recognized during the period is recognized when it is both earned and realized. The Company’s policy is to recognizebased on the sale of medicine when the titlevalue of the medicine, ownership and riskportion of loss have transferredshare-based payment awards that is ultimately expected to vest during the purchasers, and collection of the sales proceeds is reasonably assured, all of which generally occur when the patient receives the medicine.

Given the nature of this revenue source of the Company’s business and the applicable rules guiding revenue recognition, the revenue recognition practices for the sale of medicine do not contain estimates that materially affect results of operations nor does the Company have any policy for return of products.

Patient Services

In accordance with the medical licenses under which Jiarun operates, the scope of its approved medical patient service includes medical consulting, surgery, obstetrics and gynecology, pediatrics, anesthesia, clinic laboratory, medical imaging, and traditional Chinese medicine.

Patient service revenue is recognized when it is both earned and realized. The Company’s policy is to recognize patient service revenue when the medical service has been provided to the patient and collection of the revenue is reasonably assured.period.

 

The Company provides servicesaccounts for non-employee stock-based awards at fair value in accordance with the measurement and recognition criteria of ASC 505-50 “Equity-Based Payments to both patients covered by social insurance and patients who are not covered by social insurance. The Company charges the same rates for patient services regardless of the coverage by social insurance.Non-Employees.

 

Patients who are not covered by social insurance are liableShare-based payment awards granted to a customer shall be measured and classified according to the terms of award. A share-based payment transaction shall be measured based on the fair value. On May 5, 2022, the Company issued 39,130,000 shares of its common stock as officer compensation to Zhong Zhuowei upon the initiation of operations of Laidian. These shares had a negotiated value of $1,056,510, of which $74,652 was obligation for Laidian’s paid in capital, remains $981,858 was the total costexpense of medical treatment.

For out-patient medical services, revenue is recognized when the Company provides medical service to the patient. The Company collects payment before the patient leaves the hospital.

For in-patient medical services, when a patient checks into the hospital, the Company estimates the approximate fee the patient will spend in the hospital based on patient’s symptoms. At that time, the Company collects the estimated fees from the patient and records the payment as deposits received.

the company for 3 years since April of 2022. During the in-patient services period,six months ended June 30, 2022 the Company recognizes revenue when the patient service is provided and deducts the cost of service from the deposit received. The Company records these transactions based on daily reports generated by the respective medical department. When medical services exceed patient deposits received the Company records revenue and accounts receivable when the patient services are provided.

When a patient checks out from the hospital, the Company calculates and determines the remaining deposit, if any, and refunds the unused portion of the deposit to the patients. In the case where the patient has a balance in accounts receivable, accounts receivable are required to be paid in full at checkout.

Patients covered by social insurance will receive a portion or full medical services reimbursed or paid by the social insurance agencies via prepaid cards or insurance claim settlement process.company record $81,822 compensation expenses.

 


F-9

 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Settlement process

The Company is a registered medical service vendor under the state social insurance system for various social insurance agencies. The insurance agencies include “Social Medical Insurance funded by PRC and Heilongjiang Province” and “Heilongjiang Province New Rural Cooperative Medical Care System”. The Company utilizes an online system maintained by the social insurance agencies for patients who are covered by social insurance agencies.

The Company records patients’ information in the social insurance system at check in. The system determines the covered portion and amounts based on the information input to the system.

At the time of check out, the Company collects payment for services the patients are liable for and records accounts receivable from the social insurance agencies for the portion of services covered by the social insurance. In the case that the patients have made payment during the in-patient services period, the Company refunds any amount in excess of the portion they are liable for.

The Company is responsible for submitting supporting documents of patient services provided to the social insurance agencies for their review. The Company is also required to reconcile its records with the social insurance agencies once a month. Once the social insurance agencies approve the reconciliation, the insurance agencies will settle the accounts receivable balance in the next month following the approval.

O.M. Income taxes

 

The Company has adopted FASB ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

In July 2006, the FASB issued FIN 48 (ASC48(ASC 740-10), Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109 (ASC 740), which requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under FIN 48 (ASC 740-10), tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.

 

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or deferred tax asset valuation allowance.

 

As a result of the implementation of FIN 48 (ASC 740-10), the Company made a comprehensive review of its portfolio of tax positions in accordance with recognition standards established by FIN 48 (ASC 740-10). The Company recognized no material adjustments to liabilities or shareholder’s equity as a result of the implementation. The adoption of FIN 48 did not have a material impact on the Company’s unaudited consolidated financial statements.

Enterprise income tax is determined under the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC, income tax is payable by enterprises at a rate of 25% of their taxable income.

 


JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

P.N. Earnings per share

 

Basic earnings per common share is computed by using net income divided by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding for the periods presented. The dilutive earnings per share will not be computed if the effect would be anti-dilutive.

 

Q.O. Reclassification

 

The comparative figures before April 1, 2022 have been reclassified to conform to current year presentation.presentation to reflect the disposal of a component of business derived from the recognition of a spin-off transaction on April 28, 2022.

 

R.P. Recently adopted accounting pronouncements

 

The FASB has issued Accounting Standards Update (ASU) No. 2019-01, Leases (Topic 842): Codification Improvements. The new ASU aligns the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied.

 

The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities.

 

Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard.

  

We do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows. 

 

NOTE 3. ACCOUNTS RECEIVABLE, NET

  September 30,  December 31, 
  2021  2020 
  (Unaudited)    
Accounts receivable $10,756,429  $7,691,679 
Less: allowance for doubtful debts  3,338,171   3,300,027 
  $7,418,258  $4,391,652 

F-10

The Company experienced $ nil bad debts during nine months ended September 30, 2021 and 2020. The allowances for doubtful debts as of September 30, 2021 and December 31, 2020 were taken by the Company to reflect excess insurance claims submitted by the Company to the Harbin Medical Insurance Management Centre that have remained unreimbursed for over two years.

NOTE 4. INVENTORIES

At September 30, 2021 and December 31, 2020, inventories consist of the following:

  September 30,  December 31, 
  2021  2020 
  (Unaudited)     
Western pharmaceuticals $909,273  $720,622 
Chinese herbal medicine  98,566   32,840 
Medical material  732,022   697,535 
Other material  4,641   7,220 
  $1,744,502  $1,458,217 


 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 5. PREPAYMENT3. DISCONTINUED OPERATIONS

 

At September 30, 2021 and December 31, 2020 prepayment consiststhe beginning of 2022, the board of directors of the following:Company committed to a plan to dispose of Jiarun. On April 28, 2022 the subsidiary of JRSS, Runteng Medical Group Co., Ltd., entered into an Agreement Regarding a Transfer of Harbin Jiarun Hospital Co., Ltd.’s Equity with Zhang Junsheng, who was the Chairman of JRSS until April 28, 2022. Pursuant to the Transfer Agreement, Runteng transferred to Mr. Zhang equity in Harbin Jiarun Hospital Co., Ltd. representing 70% of the total equity in Jiarun Hospital and Mr. Zhang transferred to Runteng 5,392,000 shares of the Registrant’s common stock.

 

  September 30,  December 31, 
  2021  2020 
  (Unaudited)     
Deposits on medical equipment $390,317  $173,438 
Deposits on lease  933,459   162,045 
Heating fees  23,227   78,356 
Others  392,538   212,083 
  $1,739,541  $625,922 

After the Spin-Off, JRSIS does not beneficially own any equity in Jiarun and will no longer consolidate Jiarun financial results with financial results of JRSS. Commencing on the second quarter of fiscal year 2022, Jiarun hospital’s historical financial results for periods prior to April 1, 2022 will be reclassified and reflected in JRSS’s consolidated financial statements as a discontinued operation. 

Since this transaction required certain authoritative approval before effective, the publication of these transactions were delay so as to obtain all parties consent and advance authoritative approval.

The following table presents the components of discontinued operations in relation to Jiarun hospital reported in the consolidated statements of operations:

  Three Months Ended 
June 30,
  Six Months Ended 
June 30,
 
  2022  2021  2022  2021 
             
Net Sales  -   11,740,600   15,619,411   19,066,834 
Operating costs and expenses  -   10,306,450   12,023,149   16,895,867 
Earnings from operations before other income and income taxes  -   1,434,150   3,596,262   2,170,967 
Other income(loss)  (36,054,805)  (32,825)  (36,061,556)  (36,601)
Loss from operations before income taxes  (36,054,805)  1,401,325   (32,465,294)  2,134,366 
Income tax  -   376,723   928,376   583,307 
Net income from discontinued operations  (36,054,805)  1,024,602   (33,393,670)  1,551,059 

The following table presents the major classes of assets and liabilities of discontinued operations of Jiarun hospital reported in the consolidated balance sheets:

  June 30,  December 31, 
  2022  2021 
       
Cash and cash equivalents $       -  $826,124 
Accounts receivable, net  -   7,544,033 
Inventories  -   1,771,158 
Other receivables  -   83,685 
Prepayments  -   2,812,156 
Amount due from related parties  -   337,597 
Deferred expenses  -   461,331 
Current assets of discontinued operations  -   13,836,084 
         
Construction in progress  -   3,240,774 
Property and equipment, net  -   33,162,817 
Long term deferred expenses  -   2,117,763 
Deposits for capital leases  -   967,950 
Right-of-use assets  -   22,337,517 
Non-current assets of discontinued operations  -   61,826,821 
         
Accounts payable $-  $12,366,017 
Notes payable  -   629,050 
Deposits received  -   3,894 
Amount due to related parties  -   (1,455,677)
Other payable  -   68,425 
Deferred tax payable  -   308,491 
Tax payable  -   420,796 
Payroll payable  -   1,058,618 
Lease obligations - current portion  -   2,676,956 
Current liabilities of discontinued operations  -   16,076,570 
         
Lease obligations  -   20,380,899 
Deferred tax payable  -   3,993,209 
Other capital lease payable  -   616,955 
Non-current liabilities of discontinued operations  -   24,991,063 

F-11

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

NOTE 6.4. PROPERTY AND EQUIPMENT

 

At SeptemberJune 30, 20212022 and December 31, 2020,2021, property and equipment, at cost, consist of:

 

  September 30,  December 31, 
  2021  2020 
  (Unaudited)    
Transportation equipment $1,430,728  $1,263,860 
Medical equipment  27,755,413   24,234,134 
Electrical equipment  2,381,808   2,300,036 
Office equipment and others  1,408,127   1,354,139 
Buildings  28,464,474   28,139,226 
Software  200,352   198,063 
Total fixed assets at cost  61,640,902   57,489,458 
Accumulated depreciation  (12,637,998)  (10,213,582)
Total fixed assets, net $49,002,904  $47,275,876 
Reclass to Right-of-use assets  (16,519,629)  (15,820,452)
Total fixed assets, net after reclassing $32,483,275  $31,455,424 
  June 30,  December 31, 
  2022  2021 
  (Unaudited)    
Transportation equipment $45,180�� $        - 
Office equipment and others  794   - 
Total fixed assets at cost  45,974   - 
Accumulated depreciation  (1,456)  - 
Total fixed assets, net $44,518  $- 

 

The Company recorded depreciation expense of $837,917$1,505 and $649,726, $2,449,963 and $1,808,738$nil for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively.

 

NOTE 7. LONG TERM DEFERRED EXPENSES

On May 7, 2015, July 3, 2015 and October 16, 2015, Jiarun entered into three lease agreements to lease medical equipment from Hair Finance Leasing (China) Co., Ltd. (“Hair”), a third party, for a five-year period, in which Jiarun is required to pay a consulting fee to Hair for the services provided over the five years. During the year ended December 31, 2018, the Company paid approximately $1.6 million for the decoration of its outpatient building and the two Branch Hospitals. The consulting and decoration fees paid but attributable to the current and subsequent accounting periods were accounted for as deferred expenses and long-term deferred expenses.

The current portion of the prepaid consulting and decoration fees were recorded as deferred expenses of $454,244 and $452,205 as of September 30, 2021 and December 31, 2020. The long-term deferred expenses were $2,199,591 and $2,510,460 as of September 30, 2021 and December 31, 2020.

The Company recorded consulting fee of $nil and $5,012 for the three months ended September 30, 2021 and 2020, and decoration fees of $114,174 and $106,715 for the three months ended September 30, 2021 and 2020, respectively. The Company recorded consulting fee of $nil and $32,869 for the nine months ended September 30, 2021 and 2020, and decoration fees of $342,406 and $316,705 for the nine months ended September 30, 2021 and 2020, respectively.

NOTE 8.5. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

 

On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 842, “Leases” (“new lease standard”). The new lease standard was adopted using the optional transition method approach that allows for the cumulative effect adjustment to be recorded without restating prior periods. The Company has elected the practical expedient package related to the identification, classification and accounting for initial direct costs whereby prior conclusions do not have to be reassessed for leases that commenced before the effective date. As the Company will not reassess such conclusions, the Company has not adopted the practical expedient to use hindsight to determine the likelihood of whether a lease will be extended or terminated or whether a purchase option will be exercised.

  


JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

NOTE 8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Continued)

Finance lease 

On June 5, 2013, Jiarun entered into a lease agreement to lease its hospital building from Harbin Baiyi Real Estate Development Co., Ltd (“the Lessor”), which is owned by Junsheng Zhang, a related party. The Lease has a term of 30 years, requiring annual prepayments of a rent of RMB7,000,000. The first payment was made on September 1, 2014. At the end of the leasing period, a final payment will be made to settle the total leasing amount. Both parties agreed for Jiarun to pay RMB3,000,000 as deposit at the execution of the Leasing agreement, which will be deducted from the final rental settlement. In accordance with proper accounting principles, this payment was booked as a deposit in our accounts. The Lessor shall return the premium for lease to Jiarun at expiration of the Contract or pledge the deposit as part of rents for the last period or periods in 2043. The implicit interest rate, which determined the rental fee after fair value was amortized, was calculated at 6.55%, which is the benchmark interest rate announced by The People’s Bank of China. After the completion of all payments, the ownership of the lease item will be transferred to Jiarun.

The leasing agreement for our hospital building contains the following provisions:

Rental payments of RMB7,000,000 (equivalent to $1,004,593) per year, payable at the beginning of September.

An option allowing the lessor to extend the lease for thirty years beyond the last renewal option exercised by the Company.

A guarantee by the Company that the lessor will realize $nil from selling the asset at the expiration of the lease. This lease is a capital lease because its term (30 years) exceeds 75% of the building’s estimated economic life. In addition, the present value ($15,185,032) of the minimum lease payments exceeds 90% of the fair value of the building ($15,721,295).

Accumulated annual amounts resulting from applying an interest rate of 6.55% to the balance of the lease obligation at the beginning of each year. The lease obligation is increased by the amount of the prior year’s interest, the amount of the net rental payment at the beginning of each year; and this amount represents the guaranteed residual value at the end of the lease term.

On May 7, 2015, July 3, 2015, October 16, 2015, April 6, 2016, November 25, 2016, April 5 2017 and May 25, 2019 Jiarun entered into several lease agreements to lease medical equipment and an elevator from three lease finance companies, which are all unrelated third parties, for three to five-year periods, in which Jiarun is required to make monthly or quarterly payments toward the leases. The Company was also required to pay deposits up front, which deposits will later be offset against the last quarterly payment. The medical equipment and elevator will be transferred to Jiarun upon the completion of the agreement.  

On November 20, 2020 Jiarun entered into a sale and leaseback agreement for the sale-leaseback of properties from Haier Finance Leasing Company Limited, with a collective net value of $2,272,053. 

On June 16, 2021 Jiarun entered into a finance lease agreement for the net value of $2,485,290 medical equipments from GE.

Operating lease

 

In August 2017 JHCCMarch 2022 Laidian leased office space under non-cancellable operating lease agreements. Under terms of the lease agreement, from August 2017, JHCCApril 2022, Laidian is committed to make lease payments of approximately $36,881$1,528 per yearmonth for 5 years.23 months. This office is used as office for outpatient services by 2nd Branch Hospital.

In December 2017 JHCC leased office space under non-cancellable operating lease agreements. Under terms of the lease agreement, from December 2017, JHCC is committed to make lease payments of approximately $68,128 per year for 5 years. This office is used by 1st Branch Company. In October 2019 JRSS updated this operating lease agreements to expand the operating area for the remain lease period, under terms of the new lease agreement, from October 2019, JRSS is committed to lease expense payments of approximately $186,308 per year.

In January 2021 JHCC leased office space under non-cancellable operating lease agreements. Under terms of the lease agreement, from January 2021, JHCC is committed to make lease payments of approximately $848,000 per year for 5 years. This office is used by 3rd Branch Hospital.

In June 2021 JHCC leased office space under non-cancellable operating lease agreements. Under terms of the lease agreement, from June 2021, JHCC is committed to make lease payments of approximately $123,600 per year for 3 years. This office is used by 3rd Branch HospitalLaidian.

 

The Company’s adoption of the new lease standard included new processes and controls regarding asset financing transactions, financial reporting and a system-related implementation required for the new lease standard. The Company’s accounting for finance leases (formerly referred to as capital leases prior to the adoption of the new lease standard) remained substantially unchanged. The impact of the adoption of the new lease standard included the recognition of right-of-use (“ROU”) assets and lease liabilities. The adoption of the new lease standard resulted in additional net lease assets and net lease liabilities of approximately $20.23 million$26,970 and $20.74 million,$26,970, respectively, as of SeptemberJune 30, 2021.2022. 

 


JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

NOTE 8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Continued)

As of SeptemberJune 30, 2021,2022, the Company has the following amounts recorded on the Company’s unaudited condensed consolidated balance sheet: 

  September 30,
2021
  December 31,
2020
 
  (Unaudited)    
Assets      
Operating lease assets $3,710,902  $366,828 
Finance lease assets  16,519,629   15,820,452 
Total $20,230,531  $16,187,280 
Liabilities        
Current        
Operating lease liabilities  1,018,301   209,689 
Finance lease liabilities  2,286,935   2,254,977 
Long-term        
Operating lease liabilities  2,692,600   157,139 
Finance lease liabilities  14,738,092   14,287,507 
Total $20,735,928  $16,909,312 
  June 30,
2022
 
  (Unaudited) 
Assets   
Operating lease assets $26,970 
Total $26,970 
Liabilities    
Operating lease liabilities- Current  16,790 
Operating lease liabilities- Long-term  10,180 
Total $26,970 

The future minimum lease payments for annual capital lease obligation as of September 30, 2021 are as follows:

Year Amounts 
2021 $725,884 
2022  1,436,750 
2023  1,245,873 
Thereafter  13,616,520 
Total $17,025,027 

The Company recorded finance lease fees of $254,479 and $275,126 for the three months ended September 30, 2021 and 2020, respectively, and recorded finance interest lease fees of $822,113 and $816,509 for the nine months ended September 30, 2021 and 2020, respectively.

Future annual minimum lease payments, for non-cancellable operating leases are as follows:

 Amount
$
 
2021  249,604 
Year ending June 30 Amount $ 
2022  972,675   8,292 
2023  853,592   17,205 
Thereafter  1,635,030 
2024  1,473 
Total  3,710,901   26,970 

The company has recorded operating lease expense of $293,149$6,112 and $27,900$280,523 ($nil for the Company, $280,523 for discontinued operations) for three months ended SeptemberJune 30, 20212022 and 2020,2021, and recorded operating lease expense of $740,613$6,122 and $81,764$549,727 ($nil for ninethe Company, $549,727 for discontinued operations) for six months ended SeptemberJune 30, 2022 and 2021, and 2020 respectivelyrespectively.

At September 30, 2021 right-of-use assets consist of:

  

September 30, 2021

(Unaudited) 

  December 31, 2020 
  Operating
lease
  Finance
lease
  Total  Operating
lease
  Finance
lease
  Total 
Lease assets $4,451,515  $17,341,742  $21,793,257  $559,607  $16,936,882  $17,496,489 
Accumulated amortization  (740,613)  (822,113)  (1,562,726)  (192,779)  (1,116,430)  (1,309,209)
Total right-of-use assets, net $3,710,902  $16,519,629  $20,230,531  $366,828  $15,820,452  $16,187,280 

F-12

The Company recorded finance lease amortization expense of $254,479 and $275,126 in depreciation and amortization for the three months ended September 30, 2021 and 2020, respectively, and recorded finance lease amortization expense of $822,113 and $816,509 in depreciation and amortization for the nine months ended September 30, 2021 and 2020, respectively. For the three and nine months ended September 30, 2021, the amount of depreciation and amortization was $837,917 and $2,449,963, which included general property and equipment depreciation of $654,569 and $1,606,461.

The Company recorded operating lease expense of $352,600 and $73,174 for the three months ended September 30, 2021 and 2020, and recorded operating lease expense of $902,327 and $159,782 for the nine months ended September 30, 2021 and 2020, including operating lease amortization expense of $293,149 and $27,900 for the three months ended September 30, 2021 and 2020, and $740,613 and $81,764 for the nine months ended September 30, 2021 and 2020, respectively. 


 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 5. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Continued)

At June 30, 2022 right-of-use assets, consist of:

  

June 30,
2022
(Unaudited)

 
Lease assets $33,082 
Accumulated amortization  (6,112)
Total right-of-use assets, net $26,970 

NOTE 9.6. DERIVATIVE FINANCIAL INSTRUMENTS

 

Derivative Financial Instruments

 

The Company has adopted the provisions of ASC subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

Warrant liabilitiesliabilityTheIn 2019 the Company issued twoa common stock purchase warrantswarrant (the “warrants”“warrant”) to purchase 28,200 shares and 21,000 shares of the registrant’s common stock to Labrys Fund, LP and Auctus Fund, LLC. These warrants containThe warrant contains certain reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivativesderivative as of the inception date (issuance date) and to record changes in fair value as of each subsequent reporting date.

In January 2020 the Company issued 38,322 shares of common stock to Labrys Fund, LP in full satisfaction of its warrant. At September 30, 2021, the Company marked to market the fair value As of the Auctus Fund warrant liability and determined a fair valuedate of $2,785. The Company recorded a loss from issuance expense and change in fair value of warrant liability of $1,636 and $181,136 for nine months ended September 30, 2021 and 2020. The fair value of the warrant liability was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 47.23%, (3) weighted average risk-free interest rate of 0.211%, (4) expected life of 0.83 years, and (5) the quoted market price of the Company’s common stock at each valuation date.filling this report, there were no outstanding warrants.

 

NOTE 10. NON-CONTROLLING INTERESTS

Jiarun is the Company’s majority-owned subsidiary which is consolidated in the Company’s financial statements with a non-controlling interest recognized. The Company holds a 70% equity interest in Jiarun as of September 30, 2021 and December 31, 2020.

As of September 30, 2021 and December 31, 2020, NCI on the consolidated balance sheet was $10,618,829 and $9,802,677, respectively, representing the 30% of Jiarun that is owned by Junsheng Zhang.

For the three months ended September 30, 2021, the comprehensive income attributable to shareholders’ equity and NCI is $375,833 and $173,017 respectively. For the nine months ended September 30, 2021, the comprehensive income attributable to shareholders’ equity and NCI is $1,649,813 and $816,152, respectively.

For the three months ended September 30, 2020, the comprehensive income attributable to shareholders’ equity and NCI is $1,414,844 and $565,116 respectively. For the nine months ended September 30, 2020, the comprehensive income attributable to shareholders’ equity and NCI is $1,574,442 and $716,916, respectively.


JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

NOTE 11. REVENUE

The Company’s revenue consists of pharmaceuticals sales and patient care revenue.

  Three Months Ended
September 30,
 
  2021  2020 
  (Unaudited)  (Unaudited) 
Pharmaceuticals:      
Western pharmaceuticals $2,642,897  $1,869,252 
Chinese medicine  258,889   235,613 
Herbal medicine  445,283   358,086 
Total pharmaceuticals $3,347,069  $2,462,951 
         
Patient services:        
Medical consulting $3,975,982  $3,509,366 
Medical treatment  4,431,310   3,496,691 
Others  404,519   547,077 
Total patient services $8,811,811  $7,553,134 
  $12,158,880  $10,016,085 

  Nine Months Ended
September 30,
 
  2021  2020 
  (Unaudited)  (Unaudited) 
Pharmaceuticals:      
Western pharmaceuticals $6,465,940  $4,682,550 
Chinese medicine  699,589   558,715 
Herbal medicine  1,142,872   812,883 
Total pharmaceuticals $8,308,401  $6,054,148 
         
Patient services:        
Medical consulting $10,091,546  $7,607,046 
Medical treatment  11,947,909   8,586,527 
Others  877,858   772,734 
Total patient services $22,917,313  $16,966,307 
  $31,225,714  $23,020,455 

NOTE 12.7. INCOME TAX EXPENSE

 

The Company uses the asset-liability method of accounting for income taxes prescribed by ASC 740 Income Taxes. The Company and its subsidiaries each file their taxes individually.

 

United States

 

JRSS is subject to the United States of America tax at a tax rate of 21%. No provision for the US federal income taxes has been made as the Company had no US taxable income for the periods presented, and its earnings are planned to be reinvested indefinitely into the operations of the Company in the PRC.

 

The following table shows the components of the allowance for US income tax recorded for ninesix months ended SeptemberJune 30, 2021:2022:

 

 Amounts  Amounts 
Loss before income tax $(37,919) $792,193 
Tax rate at 21%  (7,921)  166,361 
Disallowed tax losses  7,921   (166,361)
Income tax expense $-  $- 

 

BVI

 

JHCL was incorporated in the BVI and, under the current laws of the BVI, it is not subject to income tax.

 


JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

NOTE 12. INCOME TAX EXPENSE(Continued)

Hong Kong

 

Runteng was incorporated in Hong Kong and is subject to Hong Kong profits tax. Runteng is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong Kong. The applicable statutory tax rate is 16.5%.

F-13

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

NOTE 7. INCOME TAX EXPENSE (Continued)

The following table shows the components of the allowance for Hong Kong income tax recorded for ninesix months ended SeptemberJune 30, 2021:2022:

 

  Amounts 
Loss before income tax $(166)
Tax rate at 16.5%  (27)
Disallowed tax losses  27 
Income tax expense $- 
Amounts
Loss before income tax$-
Tax rate at 16.5%-
Disallowed tax losses-
Income tax expense$-

 

PRC

 

Corporate Income Tax (CIT) is determined under the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC. Income tax is payable by enterprises at a rate of 25% of their taxable income.

 

The following table shows the components of the allowance for PRC income tax recorded for ninesix months ended SeptemberJune 30, 2021:2022:

 

  Amounts 
Income tax expense deferred $673,561 
Income tax current  101,953 
Tax expense from continuing operation $775,514 
Amounts
Income tax expense$-
Income tax: 2022 deferred-
Tax expense from continuing operation$-

 

Reconciliation:

 

  Amounts 
Income tax at statutory rate $673,561 
Tax expense from continuing operation $673,561 

According to the PRC “Notice on Preferential Corporate Income Tax (CIT) Treatment for Eligible Equipment or Machinery (Cai Shui [2018] No. 54)”, a 100% immediate tax deduction for CIT purposes is allowed on the condition that the unit price of each item of equipment or machinery is individually less than RMB5 million. Depreciation for tax purposes is not required. Basis differences between tax and GAAP for depreciation of property and equipment exist because in the first nine months of 2021 the Company purchased Eligible Equipment for RMB 23.8 million, with $673,561 deferred income tax, creating differences between the tax treatment mandated by the Chinese government and GAAP tax treatment.

Amounts
Income tax at statutory rate$-
Tax expense from continuing operation$-

 


JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

NOTE 13.8. RELATED PARTY TRANSACTIONS

 

The following is the list of the related parties with which the CompanyGroup has had transactions in the past two years:transactions:

(a)Junsheng Zhang, the Chairman of the Company
(b)Harbin Baiyi Real Estate Development Co., Ltd, owned by Junsheng Zhang
(c)Harbin Jiarun Pharmacy Co., Ltd, owned by Junsheng Zhang
(d)Heilongjiang Province Runjia Medical Equipment Company Limited, owned by Junsheng Zhang
(e)Jiarun Super Market Co., Ltd., owned by Junsheng Zhang

 

AmountsAmount due tofrom related parties

 

AmountsAmount due to related parties consisted of the following as of the periods indicated: 

 

Name of related parties 

September 30,

2021

  December 31,
2020
 
Harbin Jiarun Pharmacy Co., Ltd $48,385  $33,624 
Heilongjiang Province Runjia Medical Equipment Co., Ltd  -   1,761 
Jiarun Super Market Co., Ltd.  -   282 
Harbin Baiyi Real Estate Development Co., Ltd,  -   114,584 
Junsheng Zhang  1,485,180   12,670 
  $1,533,565  $162,921 

Amount due to Harbin Jiarun Pharmacy Co., Ltd., Jiarun Super Market Co., Ltd.. and Heilongjiang Province Runjia Medical Equipment Company Limited were mainly the balance due for purchase of medicine and medical material from these three companies.

Name of related parties June 30,
2022
  December 31,
2021
 
Zhuowei Zhong  13,649   - 
  $13,649  $- 

  

Amounts due to Junsheng Zhangfrom Zhuowei Zhong, the Chairman of the Company, represented amounts paid by Mr. ZhangZhong for the daily operation of the company.company, the balance was more than repay the amount owed, has been settled until the second quarter of 2022.

 

Related parties’ transactions

Purchase of pharmaceuticals and medical material from related parties consisted of the following for the periods indicated:F-14

  For nine months ended
September 30,
 
Name of related parties 2021  2020 
Harbin Jiarun Pharmacy Co., Ltd $14,365  $22,876 
Heilongjiang Province Runjia Medical Equipment Co., Ltd  -   2,278 
  $14,365  $25,154 

Deposits for capital leases and capital lease obligations

On June 5, 2013, Jiarun entered into a Lease Agreement to lease a new hospital building from Harbin Baiyi Real Estate Development Co., Ltd, which is owned by Junsheng Zhang, a related party. As of September 30, 2021, the Company has balance of deposits for capital leases and capital lease obligations of $464,540 and $12,518,359, respectively. As of December 31, 2020, the Company had deposits for capital leases and capital lease obligations of $459,232 and $12,831,348, respectively.


 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 8. RELATED PARTY TRANSACTIONS (Continued)

Related parties’ transactions

Payment for the Company’s operating expenses by related parties consisted of the following for the periods indicated:

Related party transaction

 For six months ended 
  June 30, 
  2022  2021 
Stock-based compensation paid to:      
Zhong Zhuowei (#1) $81,822  $- 

 (#1) Zhong Zhuowei (“Zhong”) is major shareholder holding 80.7% and 0% of the Company’s issued and outstanding common stock as of June 30, 2022 and June 30, 2021, respectively. On May 5, 2022, the company issued 39,130,000 shares of its common stock to Zhong Zhuowei. Under “Agreement on the establishment of Laidian technology (Zhongshan) Co., Ltd.” to serve as a management and setup the Laidian. As Mr. Zhong had previously acquired 8,000,000 shares in private transactions, he owned 47,130,000 shares (80.7%) of the Company’s common stock as on May 5, 2022.

NOTE 14.9. BASIC AND DILUTED EARNINGS PER SHARE

 

Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares comprise shares issuable upon the exercise of share-based awards, using the treasury stock method. The reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for income from continuing operations is shown as follows: 

 

 Nine Months Ended
September 30,
  Six Months Ended
June 30,
 
 2021  2020  2022  2021 
 (Unaudited) (Unaudited)  (Unaudited) (Unaudited) 
Numerator:          
Net income available to common stockholders $1,362,542  $1,212,681 
Net income(loss) available to common stockholders $(33,543,279) $1,519,009 
Net income(loss) from continued operations  (149,609)  (32,050)
Net income(loss) from discontinued operations  (33,393,670)  1,551,059 
Denominator:                
Basic weighted-average number of shares outstanding  18,393,563   18,021,848   31,250,525   18,271,814 
Diluted weighted-average number of shares outstanding  18,603,563   18,059,240   31,250,525   18,481,814 
Net income per share:        
Net income(loss) per share:        
Net income(loss) per share of common stock        
Basic EPS $0.0741  $0.0673   (1.0734)  0.0831 
Diluted EPS $0.0732  $0.0672   (1.0734)  0.0822 
Net income(loss) from continuing operations per share of common stock        
Basic EPS  (0.0048)  (0.0018)
Diluted EPS  (0.0048)  (0.0017)
Net income(loss) from discontinuing operations per share of common stock        
Basic EPS $(1.0686) $0.0849 
Diluted EPS $(1.0686) $0.0839 

 

The dilutive earnings per share will not be computed if the effect would be anti-dilutive.

F-15

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

NOTE 15.10. CONTINGENCIES AND COMMITMENT

 

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. There was no contingency of this type as of SeptemberJune 30, 2021 or2022 and December 31, 2020.2021.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. There was no contingency of this type as of SeptemberJune 30, 20212022 and December 31, 2020.2021.

 

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

 


JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

NOTE 16.11. COMMON STOCK

 

DuringOn March 17, 2022, the second quartercompany entered into an Agreement on the Establishment of 2021,Laidian Technology (Zhongshan) Co., Ltd. (“Laidian”) with Zhong Zhuowei. The agreement contains a covenant by Zhong Zhuowei to fund the Companyoperations of Laidian which is 100% owned by Runteng Medical, in consideration of Mr. Zhong’s financial commitment and commitment to provide management services, the company agreed to issue 39,130,000 shares of its common stock to Zhong Zhuowei upon the initiation of operations of Laidian. On May 5, 2022, the company issued 382,23839,130,000 shares of its common stock to Auctus Fund, LLC for services. These issuances were made pursuant to SEC Regulation S during 2021, and accordingly were exempt from registration underZhong Zhuowei. As Mr. Zhong had previously acquired 8,000,000 shares in private transactions, he owned 47,130,000 shares (80.7%) of the Securities Act of 1933.

NOTE 17. GOING CONCERNCompany’s common stock as on May 5, 2022.

 

As reflected in the accompanying consolidated financial statements,On May 17, 2022, the Company hadissued a $2,747,015 negative retained earnings or accumulated deficit astotal of September 30, 2021; in addition, the Company’s total current liabilities exceeded its current assets by $5,547,105. These factors raised substantial doubt about its ability6,000,000 share of common stock for US$60,000 at US$0.01 per share to continue as a going concern. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.six non-US shareholders.

 

To continueOn April 28, 2022, Runteng entered into an agreement regarding a transfer of Harbin Jiarun Hospital Co., Ltd.’s Equity (the “Transfer Agreement”) with Zhang Junsheng. Pursuant to the Transfer Agreement, Runteng transferred to Mr. Zhang equity in Harbin Jiarun Hospital Co., Ltd. (“Jiarun Hospital”) representing 70% of the total equity in Jiarun Hospital and Mr. Zhang transferred to Runteng 5,392,000 shares of the Company’s common stock. On May 27, 2022, the company cancelled 5,392,000 shares of its common stock from Zhang Junsheng. Since this transaction required certain authoritative approval before effective, the publication of these transactions were delay so as a going concern,to obtain all parties consent and advance authoritative approval. As of May 27, 2022, the Company is actively pursuing additional fundingissued share balance of the company was 58,366,569, the balance of the number of shares of Mr. Zhang and strategic partners to enable it to implement its business plan. In addition, the Company is also working to devote more efforts to improve its operationMr. Zhong were nil (0%) and generate more profits. Management believes that these actions will allow the Company to continue its operations through the next fiscal year.4,7130,000(80.7%), respectively.

There were 58,366,569 and 18,628,569 common shares issued and outstanding at June 30, 2022 and December 31, 2021 respectively.

 

NOTE 18.12. SUBSEQUENT EVENTS

 

The COVID-19 pandemic has had a significant adverse impact and created many uncertainties related to our business, and we expect that it will continue to do so. The Company is experiencing challenges in sales and has suffered a significant decrease in revenues which has increased financial uncertainty. Our future business outlook and expectations are very uncertain due to the impact of the COVID-19 pandemic and are very difficult to quantify. It is difficult to assess or predict the impact of this unprecedented event on our business, financial results or financial condition.

 

Except for the above matter, the Management of the Company determined that there were no material reportable subsequent events required to be disclosed or because of which adjustments are needed.

 


F-16

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary Statement Regarding Forward Looking Statements

 

The discussion contained in this Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases like “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “target,” “expects,” “management believes,” “we believe,” “we intend,” “we may,” “we will,” “we should,” “we seek,” “we plan,” the negative of those terms, and similar words or phrases.    We base these forward-looking statements on our expectations, assumptions, estimates and projections about our business and the industry in which we operate as of the date of this Form 10-Q. These forward-looking statements are subject to a number of risks and uncertainties that cannot be predicted, quantified or controlled and that could cause actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The “Risk Factors” section in our Annual Report on Form 10-K describes factors, among others, that could contribute to or cause these differences. Actual results may vary materially from those anticipated, estimated, projected or expected should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect. Because the factors discussed in the Risk Factors section of our Form 10-K could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement made by us or on our behalf, you should not place undue reliance on any such forward-looking statement. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Form 10-Q.

 

The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, bad debts, impairment, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates. The analysis set forth below is provided pursuant to applicable SEC regulations and is not intended to serve as a basis for projections of future events.

 

Overview

 

Harbin Jiarun Hospital Company Limited (“Jiarun”) was established in Harbin in the Province of Heilongjiang of the People’s Republic of China (“PRC”) by the owner Junsheng Zhang on February 17, 2006.

 

Harbin Jiarun Hospital Co., Ltd Nanjing Road Branch (“NRB Hospital”) was established in Harbin in the Province of Heilongjiang of the People’s Republic of China (“PRC”) by Jiarun on October 30, 2017.

 

Harbin Jiarun Hospital Co., Ltd 2nd Branch (“2nd Branch Hospital”) was established in Harbin in the Province of Heilongjiang of the People’s Republic of China (“PRC”) by Jiarun on November 2, 2017.

 

Harbin Jiarun Hospital Co., Ltd Harbin New District Branch (“3rd Branch Hospital”), a third hospital branch of Jiarun, was incorporated in Harbin City of Heilongjiang, China in April 2021.

 

Jiarun is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin. Jiarun specializes in the areas of Pediatrics, Dermatology, ENT, Traditional Chinese Pharmaceuticals (TCM), Ophthalmology, Internal Pharmaceuticals Dentistry, General Surgery, Rehabilitation Science, Gynecology and General Medical Services.


2

 

 

On November 20, 2013, Junsheng Zhang, the senior officer of Jiarun Hospital, established JRSIS Health Care Corporation, a Florida corporation (“JHCC” or the “Company”). On February 25, 2013, the officer of Jiarun Hospital established JRSIS Health Care Limited (“JHCL”), a wholly owned subsidiary of the Company, and on September 17, 2012, the officer of Jiarun Hospital established Runteng Medical Group Co., Ltd (“Runteng”), a wholly owned subsidiary of JHCL. Until April 28, 2022 Runteng, a Hong Kong registered Investment Company, holdsheld a 70% ownership interest in Harbin Jiarun Hospital Company Ltd, a Heilongjiang registered company.

 

On December 20, 2013, the Company acquired 100% of the issued and outstanding capital stock of JRSIS Health Care Limited, a privately held Limited Liability Company registered in the British Virgin Islands, for 12,000,000 shares of our common stock. JHCL, through its wholly owned subsidiary, Runteng Medical Group Co., Ltd, holds majority ownership in Jiarun, a company duly incorporated, organized and validly existing under the laws of China. As the parent company, JHCC rely on Jiarun to conduct 100% of our businesses and operations.

 

We have two sourcesOn March 17, 2022, the company entered into an Agreement on the Establishment of patient revenues: in-patient service revenuesLaidian Technology (Zhongshan) Co., Ltd. (“Laidian”) with Zhong Zhuowei. The agreement contains a covenant by Zhong Zhuowei to fund the operations of Laidian which is 100% owned by Runteng Medical, in consideration of Mr. Zhong’s financial commitment and out-patient service revenues. In additioncommitment to provide management services, the company agreed to issue 39,130,000 shares of its common stock to Zhong Zhuowei upon the initiation of operations of Laidian.

On April 12, 2022, Runteng has setup and owned 100% of the equity in Laidian Technology (Zhongshan) Co., Ltd (“Laidian”), a wholly-owned subsidiary to engage in the business of providing charging services to our patients, we also sell pharmaceuticalselectric vehicles incorporated in Zhongshan City of Guangdong, China.

On April 28, 2022 JRSIS Health Care Corporation (“JRSIS”) completed the spin-off of its subsidiary Harbin Jiarun Hospital Co., Ltd. (“Jiarun”) as JRSIS’s subsidiary Runteng Medical Group Co., Ltd. (“Runteng Medical”) transferred its 70% equity interest in Jiarun to our patients. Revenues from such sales are includedZhang Junsheng (the “Spin-Off”). In exchange for the 70% interest in either our in-patient service revenues or our out-patient service revenues. Our revenues come from individuals as well as third-party payers, including PRC government programs and insurance providers, under which the hospital is paid based upon local government established charges. Revenue from the sale of pharmaceuticals is recognized when it is both earned and realized. The Company’s policy is to recognize the sale of pharmaceuticals when the title to the pharmaceuticals, ownership and risk of loss haveJiarun, Zhang Junsheng transferred to Runteng Medical 5,392,000 shares of JRSIS common stock.

On May 5, 2022, the purchasers,company issued 39,130,000 shares of its common stock to Zhong Zhuowei. Under “Agreement on the establishment of Laidian technology (Zhongshan) Co., Ltd.” to serve as a management and collectionsetup the Laidian. As Mr. Zhong had previously acquired 8,000,000 shares in private transactions, he owned 47,130,000 shares (80.7%) of the sales proceeds is reasonably assured, allCompany’s common stock as on May 5, 2022.

On May 17, 2022, the Company issued a total of which generally occur when the patient receives the pharmaceuticals. Patient service revenue is recognized when it is both earned and realized. The Company’s policy is6,000,000 share of common stock for US$60,000 at US$0.01 per share to recognize patient service revenue when the medical service has been provided to the patient and collection of the revenue is reasonably assured. six non-US shareholders.

 

Critical Accounting Policies and Management Estimates

 

In preparing our financial statements we are required to formulate accounting policies regarding valuation of our assets and liabilities and to develop estimates of those values. In our preparation of the financial statements for the periods ended SeptemberJune 30, 2021,2022, there were twono estimates made which were (a) subject to a high degree of uncertainty and (b) material to our results, as follows:results.

The determination, as set forth in Note 3 to our Financial Statements, that the $10,756,429 balance in accounts receivable as of September 30, 2021 warranted an allowance for doubtful accounts of $3,338,171. The determination was based on our review of statements from Harbin Medical Insurance Management Center. Generally, the Center sets for each hospital an insurance claim limit, even though the hospital is not permitted to refuse to receive patients. If the hospital receives too many patients, it will exceed the claim limit, and record an excess insurance claim. The Center will pay part of the excess insurance claim from an insurance regulatory fund that is shared among all local hospitals that have excess insurance claims, but full reimbursement is not assured. In accordance with the principle of prudence, the Company made a determination that any excess insurance claim outstanding for more than two years without reimbursement should be treated as a doubtful account. As of September 30, 2021, the amount of excess insurance claims aged over two years without reimbursement was $3,338,171, for which we recorded an allowance.

The determination to record depreciation of our principal medical property and equipment over an average useful life of approximately twenty years. (A quantification of that depreciation is set forth in Note 6 to our Financial Statements.) The determination was based primarily on our expectation that the useful life of our hospital facilities would exceed thirty years, based on the experience of comparable facilities in our location.

 


3

 

 

Results of Operations for Three and Six Months Ended June 30, 2022 and 2021

 

The following table shows key components of the results of operations duringfor three and six months ended SeptemberJune 30, 20212022 and 2020: 2021:

 

  Three Months Ended 
September 30,
  Change 
  2021  2020  $  % 
Revenue:            
Pharmaceuticals $3,347,069  $2,462,951  $884,118   36%
Patient services  8,811,811   7,553,134   1,258,677   17%
Total revenue  12,158,880   10,016,085   2,142,795   21%
Operating costs and expenses:                
Cost of pharmaceuticals sold  2,744,179   1,798,004   946,175   53%
Medical consumables  3,296,482   2,852,588   443,894   16%
Salaries and benefits  3,291,211   2,067,965   1,223,246   59%
Office supplies  313,518   488,478   (174,960)  (36)%
Vehicle expenses  104,965   39,381   65,584   167%
Utilities expenses  121,400   87,344   34,056   39%
Rentals and leases  352,600   73,174   279,426   382%
Advertising and promotion expenses  11,183   9,118   2,065   23%
Interest expense, net  344,521   317,704   26,817   8%
Warrant expense  (5,077)  (263,953)  258,876   (98)%
Professional fee  11,556   20,791   (9,235)  (44)%
Depreciation  837,917   649,726   188,191   29%
Total operating costs and expenses  11,424,455   8,140,320   3,284,135   40%
Earnings from operations before other income and income taxes  734,425   1,875,765   (1,141,340)  (61)%
Other income  (723)  (5,620)  4,897   (87)%
Earnings from operations before income taxes  733,702   1,870,145   (1,136,443)  (61)%
Income tax  192,207   837,659   (645,452)  (77)%
Net income  541,495   1,032,486   (490,991)  (48)%
Less: net income attributable to non-controlling interests  172,987   266,545   (93,558)  (35)%
Net income attributable to the Company $368,508  $765,941  $(397,443)  (52)%
Comprehensive income:                
Foreign currency translation adjustment attributable to non-controlling interests  30   298,571   (298,541)  (100)%
Foreign currency translation adjustment attributable to the Company  7,325   648,903   (641,578)  (99)%
Comprehensive income $548,850  $1,979,960  $(1,431,110)  (72)%
  Three Months Ended 
June 30,
  Change 
  2022  2021  $  % 
             
Net Sales  -   -   -   - 
Operating costs and expenses:                
Salaries and benefits  4,421   -   4,421   n/a 
Stock-based compensation  81,822   -   81,822   n/a 
Office supplies  25,430   4,096   21,334   521%
Rentals and leases  6,112   -   6,112   n/a 
Professional fee  8,000   11,237   (3,237)  (29)%
Warrant expense  -   (13,818)  13,818   (100)%
Depreciation  1,505   -   1,505   n/a 
Total operating costs and expenses  127,290   1,515   125,775   3071%
Loss from operations before other income and income taxes  (127,290)  (1,515)  (125,775)  3071%
Other income  -   -   -   - 
Income(loss) from operations before income taxes  (127,290)  (1,515)  (125,775)  3071%
Income tax  -   -   -   - 
Income(loss) from continued operations  (127,290)  (1,515)  (125,775)  3071%
Net Income(loss) from discontinued operations  (36,054,805)  1,024,602   (37,079,407)  (3121)%
Net income (loss) $(36,182,095) $1,023,087  $(37,205,182)  (3637)%
Comprehensive income:                
Foreign currency translation adjustment from continued operations  6,356   2,688   3,668   136%
Foreign currency translation adjustment from discontinued operations  104,913   469,167   (364,254)  (78)%
Comprehensive income (loss) $(36,070,826) $1,494,942  $(37,565,768)  (2513)%
                 

  Six Months Ended 
June 30,
  Change 
  2022  2021  $  % 
             
Net Sales  -   -   -   - 
Operating costs and expenses:                
Salaries and benefits  4,421   -   4,421   n/a 
Stock-based compensation  81,822   -   81,822   n/a 
Office supplies  39,756   5,192   34,564   666%
Rentals and leases  6,112   -   6,112   n/a 
Professional fee  16,000   20,145   (4,145)  (21)%
Warrant expense  (7)  6,713   (6,720)  (100)%
Depreciation  1,505   -   1,505   n/a 
Total operating costs and expenses  149,609   32,050   117,559   367%
Loss from operations before other income and income taxes  (149,609)  (32,050)  (117,559)  367%
Other income  -   -   -   - 
Income(loss) from operations before income taxes  (149,609)  (32,050)  (117,559)  367%
Income tax  -   -   -   - 
Loss from continued operations  (149,609)  (32,050)  (117,559)  367%
Net income(loss) from discontinued operations  (33,393,670)  1,551,059   (34,944,729)  (2253)%
Net income (loss) $(33,543,279) $1,519,009  $(35,062,288)  (2308)%
Comprehensive income:                
Foreign currency translation adjustment from continued operations  17,557   44,872   (27,315)  (61)%
Foreign currency translation adjustment from discontinued operations  301,922   353,234   (51,312)  (15)%
Comprehensive income (loss) $(33,223,800) $1,917,115  $(35,140,915)  (1833)%

 


4

 

The following table shows key components of the results of operations during nine months ended September 30, 2021 and 2020: 

  Nine Months Ended 
September 30,
  Change 
  2021  2020  $  % 
             
Revenue:            
Pharmaceuticals $8,308,401  $6,054,148  $2,254,253   37%
Patient services  22,917,313   16,966,307   5,951,006   35%
Total revenue  31,225,714   23,020,455   8,205,259   36%
Operating costs and expenses:                
Cost of pharmaceuticals sold  6,434,461   4,328,675   2,105,786   49%
Medical consumables  7,138,746   5,589,590   1,549,156   28%
Salaries and benefits  8,703,710   5,936,083   2,767,627   47%
Office supplies  890,821   1,048,658   (157,837)  (15)%
Vehicle expenses  224,363   167,199   57,164   34%
Utilities expenses  469,055   392,827   76,228   19%
Rentals and leases  902,327   159,782   742,545   465%
Advertising and promotion expenses  28,898   9,256   19,642   212%
Interest expense, net  1,076,691   774,471   302,220   39%
Convertible notes expense  -   (322,363)  322,363   (100)%
Warrant expense  1,636   181,136   (179,500)  (99)%
Professional fee  31,701   40,385   (8,684)  (22)%
Depreciation  2,449,963   1,808,738   641,225   35%
Total operating costs and expenses  28,352,372   20,114,437   8237,935   41%
Earnings from operations before other income and income taxes  2,873,342   2,906,018   (32,676)  (1)%
Other income (expenses)  (37,324)  (17,026)  (20,298)  119%
Earnings from operations before income taxes  2,836,018   2,888,992   (52,974)  (2)%
Income tax  775,514   1,138,507   (362,993)  (32)%
Net income  2,060,504   1,750,485   310,019   18%
Less: net income attributable to non-controlling interests  697,962   537,804   160,158   30%
Net income attributable to the Company $1,362,542  $1,212,681  $149,861   12%
Comprehensive income:                
Foreign currency translation adjustment attributable to non-controlling interests  118,190   179,112   (60,922)  (34)%
Foreign currency translation adjustment attributable to the Company  287,271   361,761   (74,490)  (21)%
Comprehensive income $2,465,965  $2,291,358  $174,607   8%


Revenue

Operating revenue for the three and nine months ended September 30, 2021, which resulted primarily from pharmaceuticals revenue and patient services revenue, was $12,158,880 and $31,225,714, an increase of 21% and 36% as compared with the operating revenue of $10,016,085 and $23,020,445 for the three and nine months ended September 30, 2020. Revenue from the sale of pharmaceuticals increased by 37%, while revenue from provision of patient services increased by 35% for the nine months ended September 30, 2021. The year-to-year increase was primarily a result of the partial alleviation of restrictions imposed by government agencies in 2020 on business operations within Harbin City in order to control the spread of COVID-19 in 2020. These restrictions limited our ability to perform non-emergency medical services, which caused the number of treated inpatients during the first nine months of 2020 to fall by 35% to 9,874 patients, compared with the 15,292 patients treated at Jiarun Hospital in the first nine months of 2019. During the first nine months of 2021, however, restrictions on business operations in Harbin City were reduced, resulting in an increase in patients treated at Jiarun Hospital by 14% to 11,300, compared with the 9,874 patients treated at Jiarun Hospital in the first nine months of 2020.

It is noteworthy that Jiarun Hospital served 3,992 fewer patients in the nine months ended September 30, 2021 than it served during the comparable pre-COVID period: the nine months ended September 30, 2019. However, revenue from patient services was 53% greater in the first nine months of 2021 than in the first nine months of 2019. The increase in per-patient revenue from 2019 to 2021 reflects upgrades in the variety and quality of services provided by Jiarun Hospital, as well as government-approved increases in allowable fee rates.

 

Operating Costs and Expenses

The Company’s continued operations during the six months ended June 30, 2022 consisted of organizing its subsidiary Laidian and collecting the equipment, facilities and personnel that will be needed for Laidian’s operations. Total operating costs and expenses were $11,424,455 and $28,352,372$149,609 for the three and ninesix months ended SeptemberJune 30, 2021, an increase2022, 55% of $3,284,135 or 40%which was attributable to the Company’s grant of 39,130,000 shares of its common stock as comparedofficer compensation to $8,140,320Zhong Zhuowei upon the initiation of operations of Laidian. These shares had a negotiated value of $1,056,510, of which $74,652 was obligation for Laidian’s paid in capital, remains $981,858 was the expense of the company for the third quartercoming next 3 years since April of 2020, and an increase of $8,237,935 or 41% as compared to $20,114,437 for2022. During the first nine months of 2020. The 40% increase in operating expenses for the threesix months ended SeptemberJune 30, 2021 exceeded2022 the 21% increase in revenue in that quarter, with the result that pre-tax operating income decreased by 61% for the quarter. However, since revenue increased by 36% nine months - to- nine months, the increase of 41% in operating costs and expenses caused only a 2% reduction in the profitability of the Company’s operations for the first nine months of 2021. The primary reasons that operating costs grew faster than revenue were:

$2,105,785 increase in the cost of pharmaceuticals and $1,549,156 increase in the cost of medical consumables. These 46% and 40% increase in expenses attributable to pharmaceuticals and medical consumables exceeded the 35% increase in patient service revenue because COVID-related disruptions in production of pharmaceuticals and medical consumables led to significant price increases. Medical consumables mainly consist of materials expenses, medical repair expenses and test reagents. The largest components of the increase were the increase in materials expenses of $540,521.

$2,767,627 increase in salaries and benefits, reflecting $2,168,044 increase in salaries, and $587,846 increase in social insurance expense. This 47% increase in our labor costs exceeded the patient service revenue as we are still ramping up to full scale operations of our branch hospitals, and have not yet achieved efficient operations in the branches.

$742,545 increase in rentals and leases, primarily reflecting the initiation of leases for property related to our new 3rd Branch Hospital

$641,225 increase in depreciation and amortization. This increase occurred because we increased the book value of our property and equipment as a result of additional property and equipment placed in service by $ 3,657,393 during 2021, which led to a 35% increase in depreciation during the first nine months of 2021.

Income Taxes

Corporate Income Tax (CIT) is determined under the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC. Income tax is payable by enterprises at a rate of 25% of their taxable income.

According to the PRC “Notice on Preferential Corporate Income Tax (CIT) Treatment for Eligible Equipment or Machinery (Cai Shui [2018] No. 54)”, a 100% immediate tax deduction for CIT purposes is allowed for purchases of equipment on the condition that the unit price of each item of equipment or machinery is individually less than RMB5 million. Depreciation for tax purposes is not required. Basis differences between tax and GAAP for depreciation of property and equipment exist because in the first half year of 2021 the Company purchased Eligible Equipment for RMB 23.8 million, with $673,561 deferred income tax, creating differences between the tax treatment mandated by the Chinese government and GAAP tax treatment.company record $81,822 compensation expenses.

 

Income from operations and net income

 

IncomeLoss from Operationscontinued operations was $2,873,342$149,609 for the ninesix months ended SeptemberJune 30, 2021,2022, again attributable to the $81,822 compensation expense incurred by issuing 39,130,000 shares of common stock to the Company’s new Chairman.

On April 28, 2022, the Company completed the spin-off of its subsidiary Harbin Jiarun Hospital Co., Ltd. as compared with operatingJRSIS’s subsidiary Runteng Medical Group Co., Ltd. transferred its 70% equity interest in Jiarun to Zhang Junsheng (the “Spin-Off”). According to spin-off agreement, the effective date of spin-off was April 1, 2022, the Company record $36,054,805 loss from discontinuing operations in other income of $2,906,018 for the nine months ended September 30, 2020. as spin-off Jiarun.

After deducting other income and expenses as well as the provision for income tax, the Company’s net incomeloss for the ninesix months ended SeptemberJune 30, 20212022 was $2,060,504,$33,543,279, representing an increase of $310,019$35,062,288 or 18%2308%, from $1,750,485net income of $1,519,009 recorded for the ninesix months ended SeptemberJune 30, 2020.2021. The increase occurred, despite lower pre-tax income, because the Company recorded a 32% lower allowance for income tax, despite recording pre-tax income that was only 2% lower than was recorded in the prior year period.


Our majorof loss from operations and net income was produced by Jiarun. Because we own only 70% of the equity interest in Jiarun (the other 30% being owned by our Chairman, Junsheng Zhang), we reduced our net incomeloss for the nine months period ended September 30, 2021 and 2020 by an allocation to the “non-controlling interests” of $697,962 and $537,804, respectively, before recognizing net income attributable to the Company. After those allocations, our net income attributable to the Company for the ninesix months ended SeptemberJune 30, 20212022 were primarily due to aforementioned upward changes in operating revenue and 2020 was $1,362,542 ($0.074 per share) and $1,212,681 ($0.067 per share), respectively.expenses.

 

Foreign Currency Translation Adjustment.

 

Our reporting currency is the U.S. dollar. Our local currency, Renminbi (RMB), is our functional currency. Results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, foreign currency translation adjustments of $405,461 (of which $118,190 was attributable to the non-controlling interest)$17,557 and $(540,973) (of which $(179,112) was attributable to the non-controlling interest),$44,872, respectively, have been reported as other comprehensive income (loss) in the consolidated statements of operations and comprehensive income.

5

 

Liquidity and Capital Resources

 

As of SeptemberJune 30, 2021,2022, the Company had $527,642$37,659 of cash and cash equivalents, a decrease of $317,186$818,312 from our cash balance (included discontinued operations) at December 31, 2020.2021. The decrease was primarily caused by our investing activities, particularly the expansion of our facilities, which used $6,444,421in $2,527,559 of cash during the first nine monthshalf year of 2021.2022.

 

Our working capital deficit at SeptemberJune 30, 20212022 was $5,547,105,$928,190, an increase of $1,669,694$4,661,761 from our deficit of $3,877,411$3,733,571 in working capital deficit at December 31, 2020.2021. The increase was primarily attributable to the company spin-off Jiarun hospital with decrease of $ 2,240,486 working capital deficit increases primarily due to our ongoing use of cash from operations to fund the expansion of our facilities.December 31, 2021.

 

OurThe primary non-cash component of our working capital deficit limits our abilityat June 30, 2022 was Deferred expenses totaling $900,036. This balance was the Company’s grant of 39,130,000 shares of its common stock as officer compensation to finance expansion. It is noteworthy, however, that our current liabilities include $1,533,565 in amounts due to related parties, allZhong Zhuowei upon the initiation of operations of Laidian. These shares had a negotiated value of $1,056,510, of which is owed to our Chairman, Junsheng Zhang, and $3,305.236 representing$74,652 was obligation for Laidian’s paid in capital, remains $981,858 was the current portionexpense of our lease obligations, mostthe company for the coming next 3 years since April of which is also owed to Chairman Zhang. We believe, therefore, that our liquidity is adequate to continue operations at our current level and fund a modest expansion program.2022. During the six months ended June 30, 2022 the company record $81,822 compensation expenses.

 

Although our current resources and cash flows are adequate to pay our current ongoing obligations, we anticipate that our future liquidity requirements will arise from the need to fund our growth and future capital expenditures. The primary sources of funding for such growth requirements are expected to be additional funds raised from the sale of equity and/or debt financing. However, we can provide no assurances that we will be able to obtain additional financing on terms satisfactory to us. 

 

Cash Flows and Capital Resources 

 

Our cash flows for the first ninesix months ended of 2021June 30, 2022 and 20202021 are summarized below:  

 

  Nine Months Ended
September 30,
 
  2021  2020 
Net cash provided by operating activities  7,378,481   7,507,822 
Net cash used in investing activities  (6,444,421)  (6,390,591)
Net cash used in financing activities  (1,260,015)  (2,304,079)
Effect of exchange rate fluctuation on cash and cash equivalents  8,770   27,821
Net increase in cash and cash equivalents  (317,185)  (1,159,027)
Cash and cash equivalents, beginning of period  844,827   1,971,129 
Cash and cash equivalents, ending of period $527,642  $812,102 


  Six Months Ended
June 30,
 
  2022  2021 
Net cash provided by operating activities  2,132,017   3,619,288 
Net cash provided by (used in) investing activities  (2,827,559)  (2,096,489)
Net cash (used in) financing activities  161,795   (2,004,971)
Effect of exchange rate fluctuation on cash and cash equivalents  (284,565)  (49,884)
Net decrease in cash and cash equivalents  (818,312)  (525,056)
Cash and cash equivalents, beginning of period  855,971   844,827 
Cash and cash equivalents, ending of period $37,659  $312,771 

 

Net Cash Provided by Operating Activities

 

For the ninesix months ended SeptemberJune 30, 2021,2022, we had positive cash flow from operating activities of $7,378,481, an increase$2,132,017, a decrease of $129,341$1,487,271 from $7,507,822$3,619,288 of cash flow for the ninesix months ended SeptemberJune 30, 2020. In addition to the $2,060,504 in net income during the 2021 period, cash2021. Cash flow from operations was increased by non-cash expenses: $2,449,963 depreciation and $1,076,691 imputed interest expense. The major sourcesdecreased primarily because of Jiarun hospital spun off from the company result in of $1,025,961 cash flow from operations, however, were an increasefor the company at April 1, 2022 in accounts payable by $3,455,082 and a reduction of our inventory balance by $268,905. These were partially offset by the $547,667 increase in prepayment, $1,465,861 increase in amount due to related parties; and $2,970,050 increase in net accounts receivable.discontinued operations.

  

Net Cash Used in Investing Activities

 

Net cash used in investing activities for the ninesix months ended SeptemberJune 30, 20212022 was $6,444,421,$2,827,559, compared to net cash used in investing activities of $6,390,591$2,096,489 for the ninesix months ended SeptemberJune 30, 30, 2020.2021. The cash used in investing activities for the ninesix months ended SeptemberJune 30, 2021 and 20202022 was mainly used for the purchase of medical equipment and payment of Construction in progress relating to the opening of our new 3rd Branch Hospital.equipment.

 

Net Cash Used inProvided by Financing Activities

 

Net cash used inprovided by financing activities for the ninesix months ended SeptemberJune 30, 20212022 was $1,260,015,$161,795, as compared to net cash used in financing activities of $1,528,349$2,004,971 for ninethe six months ended SeptemberJune 30, 2020.2021. The cash used inprovided by financing activities for the ninesix months ended SeptemberJune 30, 20212022 was mainly duethe company issued 39,130,000 shares of its common stock as officer compensation to Zhong Zhuowei upon the initiation of operations of Laidian with value of $1,056,510. In addition, the Company issued 6,000,000 shares of its common stock to six shareholders for sales of $60,000, and payment of financefor lease and interest expenses, while for the nine months ended September 30, 2020 cash was also used to satisfy convertible notes we had sold.obligation $867,508 in discontinued operations.

6

 

Although our current resources and cash flows are adequate to pay our current ongoing obligations, we anticipate that our future liquidity requirements will arise from the need to fund our growth and future capital expenditures. The primary sources of funding for such growth requirements are expected to be additional funds raised from the sale of equity and/or debt financing. However, we can provide no assurances that we will be able to obtain additional financing on terms satisfactory to us.

 

Trends, Events and Uncertainties

The COVID-19 pandemic has had a significant adverse impact and created many uncertainties related to our business, and we expect that it will continue to do so. The Company is experiencing challenges in sales and has suffered a significant decrease in revenues which has increased financial uncertainty. Our future business outlook and expectations are very uncertain due to the impact of the COVID-19 pandemic and are very difficult to quantify. It is difficult to assess or predict the impact of this unprecedented event on our business, financial results or financial condition.

The China Ministry of Health, as well as other related agencies, may change the monetary amounts we can charge for medical services, drugs and medications. We cannot predict the impact of these proposed changes since the changes are not fully defined and we do not know whether such changes will ever be implemented or when they may take effect.

We plan to acquire other hospitals and companies involved in the healthcare industry in the PRC using cash and shares of our common stock. Substantial capital may be needed for these acquisitions and we may need to raise additional funds through the sale of our common stock, debt financing or other arrangements. We do not have any commitments or arrangements from any person to provide us with any additional capital. Additional capital may not be available to us, or if available, on acceptable terms, in which case we would not be able to acquire other hospitals or businesses in the healthcare industry.

Other than the factors listed above we do not know of any trends, events or uncertainties that have had or are reasonably expected to have a material impact on our net sales or revenues or income from continuing operations. Our business is not seasonal in nature.


Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet items reasonably likely to have a material effect on our financial condition.

 

Recent Accounting Pronouncements

 

Recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not, or are not believed by management to, have a material effect on the Company’s present or future consolidated financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluations of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of SeptemberJune 30, 2021.2022. Based on this evaluation, Management determined that the following material weakness existed in our internal control over financial reporting

 

 Inadequate and ineffective controls over accounting for income taxes. We did not have adequate design or operation of controls that provide reasonable assurance that the accounting for income taxes, including the related financial statement disclosures, were in accordance with U.S. GAAP. Specifically, we did not have sufficient technical expertise in the income tax function to provide adequate review and control with respect to the (a) identification and ongoing evaluation of uncertain tax positions in foreign tax jurisdictions; (b) complete and accurate recording of deferred tax assets and liabilities due to differences in accounting treatment for book and tax purposes; and (c) complete and accurate recording of inputs to the consolidated income tax provision and related accruals.

 

The aforesaid weakness in our internal controls was identified in connection with the preparation of our financial statements for the year ended December 31, 2019. At that time, management adopted a remediation plan. The interference in our business operations caused by restrictions on business activities related to the COVID-19 pandemic has delayed our ability to implement the remediation plan.

 

Changes in Internal Control over Financial Reporting

 

During the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

 


7

 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

The Company has no knowledge of existing or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A. RISK FACTORS

 

There have been no material changes from the risk factors included in the Annual Report on Form 10-K for the year ended December 31, 2020, filed on April 15, 2021.The Company is a smaller reporting company that is not required to provide this information.

 

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(a) Unregistered sales of equity securities

 

On May 5, 2022, the Company issued 39,130,000 shares of its common stock to Zhong Zhuowei. The grant was made pursuant to the terms of an agreement in which Mr. Zhong promised to provide services to Laidian Technology (Zhongshan) Co., Ltd., a subsidiary of the Company. The shares were valued at $1,056,510. The shares were issued in a private offering to an investor who was acquiring the shares for his own account. The offering, therefore, was exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of the Securities Act.

On May 17, 2022, the Company did not effect any salesissued a total of unregistered securities during the third quarter6,000,000 share of fiscal 2021.common stock for US$60,000 at US$0.01 per share to six non-US shareholders. The US$60,000 will be used as fund for daily operations.

 

(b) Purchases of equity securities

 

On April 28, 2022 the Company transferred its ownership interest in 70% of Harbin Jiarun Hospital Co. Ltd. in exchange for 5,392,000 shares of the Company’s common stock. The exchange was made with the gentlemen who was Board of Directors Chairman of the Company at that time. On May 27, 2022, the company cancelled 5,392,000 shares of its common stock from Zhang Junsheng. Since this transaction required certain authoritative approval before effective, the publication of these transactions were delay so as to obtain all parties consent and advance authoritative approval.

Except as set forth above, the Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the thirdsecond quarter of fiscal 2021.2022.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM 5. OTHER INFORMATION

 

None,

 


8

 

 

ITEM 6. EXHIBITS

 

INDEX TO EXHIBITS

 

Exhibit Description
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 


9

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

JRSIS HEALTH CARE CORPORATION. (Registrant)

 

Signature Title Date
     
/s/ Lihua SunZhifei Huang Chief Executive Officer NovemberSeptember 15, 20212022
Lihua SunZhifei Huang (Principal Executive Officer)  
     
/s/ Xuewei ZhangChen Zhuowen Chief Financial Officer NovemberSeptember 15, 20212022
Xuewei ZhangChen Zhuowen (Principal Financial and Accounting Officer)  

 

 

1210

 

iso4217:USD xbrli:shares