UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q/A

(AMENDMENT NO.1)

10-Q

 

þQuarterly report pursuant to SectionQUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) of the Securities Exchange Act ofOR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period endedSeptember 30, 20162017

 

or

 

¨Transition report pursuant to SectionTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) of the Securities Exchange Act ofOR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from_____________________ to ______________________

Commission File Number:001-37776

 

https:||www.sec.gov|Archives|edgar|data|1300734|000114420416107523|tlogo.jpg 

 

SHINECO, INC.
(Exact name of registrant as specified in its charter)

 

Delaware52-2175898

(State or other jurisdiction of incorporation or

organization)

(I.R.S. Employer Identification Number)
  

Room 1001, Building T5, DaZu Square,

Daxing District, Beijing

People’s Republic of China

100176
(Address of principal executive offices)(Zip Code)

 

(+86) 10-87227366
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report) 

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 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Yes x  No ¨

and (2) has been subject to such filing requirements for the past 90 days. Yes þx   No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes þx  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”filer,” “smaller reporting company,” and “emerging  growth company”  in  Rule  12b-2  of the Exchange Act.

 

Large accelerated filerLarge ¨Accelerated Filer    ¨filerAccelerated Filer                     ¨
Non-accelerated filerNon-accelerated filer        ¨ (Do not check if a smaller reporting company)Smaller reporting companyþ
x
  Emerging growth companyx

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

 

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

 

As of November 11, 2016,13, 2017, the registrant had 21,034,072 shares of common stock outstanding.

 

 

EXPLANATORY NOTE

This Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2016, amends in its entirety the Quarterly Report on Form 10-Q that was originally filed on November 14, 2016 (the "Quarterly Report").

The restatements are being made in accordance with ASC 250, “Accounting Changes and Error Corrections.” The disclosure provision of ASC 250 requires a company that corrects an error to disclose that its previously issued financial statements have been restated, a description of the nature of the error, the effect of the correction on each financial statement line item and any per share amount affected for each prior period presented, and the cumulative effect on retained earnings (deficit) in the statement of financial position as of the beginning of each period presented.

On May 4, 2017, management of the Company determined that the previously issued financial statements contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 should be amended to correct errors in those financial statements. Management discussed these matters with the Audit Committee, which approved the recommendation of management to restate the financial statements. The Audit Committee discussed the issues related to the non-reliance and restatement with the Company’s independent auditor, Friedman LLP. A draft of the Company’s current report on Form 8-K dated May 10, 2017 was provided to such auditor for review prior to filing.

The Company determined that other payables and additional paid-in capital were not properly recorded in the previously issued unaudited condensed consolidated financial statements as of September 30, 2016.

The effects of the Company’s previously issued unaudited condensed consolidated financial statements as of September 30, 2016 are summarized as follows:

Selected Unaudited Condensed Consolidated Balance Sheets Information as of September 30, 2016

  Previously       
  Reported  Adjustment  Restated 
          
Other payables $2,135,695  $843,844  $2,979,539 
Additional paid-in capital $23,581,146  $(843,844) $22,737,302 

Selected Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2016

  Three months ended September 30, 2016 
  Previously       
  Reported  Adjustment  Restated 
CASH FLOWS FROM FINANCING ACTIVITIES            
Stock issuance cost payable $-  $843,844  $843,844 
Proceeds from public offerings, net of offering cost $6,238,393  $(843,844) $5,394,549 

 

 

 

TABLE OF CONTENTS

 

 

Page


Number

  
PART I.  FINANCIAL INFORMATION2F-1
   
Item 1.Financial Statements2F-1
   
 Condensed Consolidated Balance Sheets (unaudited)2F-1
   
 Condensed Consolidated Statements of Income and Comprehensive Income (Loss) (unaudited)3F-2
   
 Condensed Consolidated Statements of Cash Flows (unaudited)4F-3
   
 Notes to the Condensed Consolidated Financial Statements (unaudited)5F-4
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations244
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk3516
   
Item 4.Controls and Procedures3516
   
PART II.  OTHER INFORMATION3617
   
Item 1.Legal Proceedings3617
   
Item 1A.Risk Factors3617
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds3617
   
Item 3.Defaults Upon Senior Securities3617
   
Item 4.Mine Safety Disclosures3617
   
Item 5.Other Information3617
   
Item 6.Exhibits3618
   
SIGNATURES3719

 

2

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This document contains certain statements of a forward-looking nature. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

 

Examples of forward-looking statements include:

 

the timing of the development of future products;

 

 projections of revenue, earnings, capital structure and other financial items;

 

 statements of our plans and objectives, including those that relate to our proposed expansions and the effect such expansions may have on our revenues;

 

 statements regarding the capabilities of our business operations;

 

 statements of expected future economic performance;

 

 statements regarding competition in our market; and

 

 assumptions underlying statements regarding us or our business.

 

The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks under the heading “Risk Factors” in our Registration Statement on Form S-1. Many factors could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Consequently, you should not place undue reliance on these forward-looking statements.

 

The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. 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 statements. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update is incorrect or create an obligation to provide any other updates.

 

3

 

 

PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

 

ITEM 1.FINANCIAL STATEMENTS

SHINECO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

ASSETS     
 September 30, June 30,  September 30,  June 30, 
 2016  2016  2017  2017 
 (As restated)    (Unaudited)   
ASSETS        
CURRENT ASSETS:                
Cash $28,669,501  $22,009,374  $27,728,940  $23,154,551 
Accounts receivable, net - third parties  5,818,230   4,464,098 
- unconsolidated entity  1,323,794   1,088,144 
Accounts receivable, net  13,152,878   14,480,004 
Due from related parties  1,253,670   1,671,435   454,765   448,833 
Inventories  4,041,813   4,608,179   2,287,546   2,346,273 
Advances to suppliers, net  436,399   53,024   2,765,611   2,396,123 
Loans to third parties, net  649,093   560,234   -   830,090 
Other receivables, net  575,650   463,361   561,838   535,700 
Short-term deposit  114,720   100,270   167,867   158,894 
Prepaid leases - current, net  476,708   478,565 
Prepaid expenses  13,118   33,117   250,730   375,459 
TOTAL CURRENT ASSETS  43,372,696   35,529,801   47,370,175   44,725,927 
                
Property and equipment at cost, net of accumulated depreciation and amortization  10,867,205   11,035,199   10,380,424   10,320,396 
Land use right, net of accumulated amortization  1,394,961   1,408,765   1,363,063   1,346,631 
Investments  4,909,452   4,766,847   5,945,030   5,695,080 
Deposit for business acquisition  2,103,710   2,065,686 
Long-term deposit and other noncurrent assets  118,588   120,357   113,650   112,883 
Prepaid leases-non current, net  3,726,008   3,860,327 
Prepaid leases  3,735,559   3,784,533 
Deferred tax assets  330,103   327,492   264,677   233,834 
TOTAL ASSETS $71,276,288  $68,284,970 
                
TOTAL ASSETS $64,719,013  $57,048,788 
                
LIABILITIES AND EQUITY                
                
CURRENT LIABILITIES:                
Short-term loans-banks $2,730,043  $2,745,945 
Short-term loans $2,253,975  $2,663,628 
Accounts payable  304,642   259,803   146,027   158,068 
Advances from customers  40,726   9,597   657,701   5,439 
Due to related parties  341,329   244,915   305,191   257,880 
Other payables and accrued expenses  2,979,539   1,999,622   263,596   337,107 
Taxes payable  1,235,047   1,278,142   1,667,745   1,608,926 
TOTAL LIABILITIES  7,631,326   6,538,024   5,294,235   5,031,048 
                
Commitments and contingencies          -   - 
                
EQUITY:                
Common stock; par value $0.001, 100,000,000 shares authorized;                
21,034,072 and 19,320,882 shares issued and outstanding at        
September 30, 2016 and June 30, 2016  21,034   19,321 
21,034,072 and21,034,072 shares issued and outstanding at September 30, 2017 and June 30, 2017  21,034   21,034 
Additional paid-in capital  22,737,302   17,344,466   22,737,302   22,737,302 
Statutory reserve  3,317,188   3,242,139   3,570,859   3,484,449 
Retained earnings  32,111,057   30,837,399   40,234,223   39,064,743 
Accumulated other comprehensive loss  (2,080,888)  (1,887,929)  (1,691,594)  (3,140,982)
Total Stockholders' equity of Shineco, Inc.  56,105,693   49,555,396   64,871,824   62,166,546 
Non-controlling interest  981,994   955,368   1,110,229   1,087,376 
TOTAL EQUITY  57,087,687   50,510,764   65,982,053   63,253,922 
                
TOTAL LIABILITIES AND EQUITY $64,719,013  $57,048,788  $71,276,288  $68,284,970 

 

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

 

 2F-1 

 

 

SHINECO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

  For the Three Months Ended September 30, 
  2016  2015 
      
REVENUE $6,366,664  $7,285,919 
         
COST OF REVENUE        
Cost of product and services  4,436,172   4,856,878 
Business and sales related tax  15,545   16,594 
         
GROSS PROFIT  1,914,947   2,412,447 
         
OPERATING EXPENSES        
General and administrative expenses  473,764   515,154 
Selling expenses  380,318   487,882 
Total operating expense  854,082   1,003,036 
         
INCOME FROM OPERATIONS  1,060,865   1,409,411 
         
OTHER INCOME        
Income from equity method investments  401,172   340,049 
Other income (expense)  85,901   (19,644)
Interest income, net  32,753   35,268 
Total other income  519,826   355,673 
         
INCOME BEFORE INCOME TAX PROVISION  1,580,691   1,765,084 
         
PROVISIONS FOR INCOME TAXES  201,636   300,949 
         
NET INCOME  1,379,055   1,464,135 
         
Less: net income attributable to non-controlling interest  30,348   42,011 
         
NET INCOME ATTRIBUTABLE TO SHINECO, INC. $1,348,707  $1,422,124 
         
COMPREHENSIVE INCOME (LOSS)        
Net income $1,379,055  $1,464,135 
Other comprehensive loss: foreign currency translation loss  (196,681)  (1,874,132)
Total comprehensive income (loss)  1,182,374   (409,997)
Comprehensive income attributable to non-controlling interest  26,626   33,145 
         
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO SHINECO, INC. $1,155,748  $(443,142)
         
Weighted average number of shares basic and diluted  19,376,747   19,320,882 
         
Basic and diluted earnings per common share $0.07  $0.07 

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

3

SHINECO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  For the Three Months Ended September 30, 
  2016  2015 
  (As restated)    
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income $1,379,055  $1,464,135 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization  157,010   271,535 
Provision for doubtful accounts  103,880   102,095 
Change of inventory reserve  (24,836)  (54,064)
Deferred tax provision (benefit)  (3,883)  9,015 
Income from equity method investments  (401,172)  (340,049)
         
Changes in operating assets and liabilities:        
Accounts receivable  (1,367,631)  2,434,329 
Advances to suppliers  (383,769)  407,671 
Inventories  573,591   954,514 
Other receivables  (204,953)  (9,590)
Prepaid expenses  5,034   113,530 
Due from related parties  280,988   25,288 
Prepaid leases  119,398   126,998 
Accounts payable  45,871   62,908 
Advances from customers  31,181   (24,080)
Other payables and accrued expenses  143,166   111,399 
Taxes payable  (37,421)  19,163 
NET CASH PROVIDED BY OPERATING ACTIVITIES  415,509   5,674,797 
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Acquisitions of property and equipment  (22,131)  (2,950)
Loan advances to third parties  (108,648)  (56,335)
Collections on loans to related parties  130,495   218,264 
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES  (284)  158,979 
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from short-term bank loans  781,469   1,116,784 
Proceeds from private equity  -   169,987 
Repayment of short-term bank loans  (786,719)  (1,224,969)
Stock issuance cost payable  843,844   - 
Proceeds from public offerings, net of offering cost of $2,314,806  5,394,549   - 
Proceeds from advances from related parties  97,413   31,650 
NET CASH PROVIDED BY FINANCING ACTIVITIES  6,330,556   93,452 
         
EFFECT OF EXCHANGE RATE CHANGE ON CASH  (85,654)  (331,958)
         
NET INCREASE IN CASH  6,660,127   5,595,270 
         
CASH-Beginning of the Period  22,009,374   6,056,105 
         
CASH-End of the Period $28,669,501  $11,651,375 
         
SUPPLEMENTAL CASH FLOW DISCLOSURES:        
Cash paid for income tax $65,436  $242,698 
Cash paid for interest $39,303  $176,134 
  For the Three Months Ended September 30, 
  2017  2016 
       
REVENUE $7,809,494  $6,366,664 
         
COST OF REVENUE        
    Cost of product and services  5,705,511   4,436,172 
    Business and sales related tax  15,613   15,545 
              Total cost of revenue  5,721,124   4,451,717 
         
GROSS PROFIT  2,088,370   1,914,947 
         
OPERATING EXPENSES        
    General and administrative expenses  835,551   473,764 
    Selling expenses  294,936   380,318 
              Total operating expenses  1,130,487   854,082 
         
INCOME FROM OPERATIONS  957,883   1,060,865 
         
OTHER INCOME        
    Income from equity method investments  148,458   161,182 
    Purchase rebate income  368,803   239,990 
    Other income  85,619   85,901 
    Interest income (expense), net  (19,185)  32,753 
              Total other income  583,695   519,826 
         
INCOME BEFORE PROVISION FOR INCOME TAXES  1,541,578   1,580,691 
         
PROVISION FOR INCOME TAXES  282,857   201,636 
         
NET INCOME  1,258,721   1,379,055 
         
    Less: net income attributable to non-controlling interest  2,831   30,348 
         
NET INCOME ATTRIBUTABLE TO SHINECO, INC. $1,255,890  $1,348,707 
         
COMPREHENSIVE INCOME        
    Net income $1,258,721  $1,379,055 
    Other comprehensive income (loss): foreign currency translation gain (loss)  1,469,410   (196,681)
    Total comprehensive income  2,728,131   1,182,374 
    Less: comprehensive income attributable to non-controlling interest  22,853   26,626 
         
COMPREHENSIVE INCOME ATTRIBUTABLE TO SHINECO, INC. $2,705,278  $1,155,748 
         
    Weighted average number of shares basic and diluted  21,034,072   19,376,747 
         
    Basic and diluted earnings per common share $0.06  $0.07 

 

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

 

 4F-2 

 

SHINECO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

  For the Three Months Ended September 30, 
  2017  2016 
       
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income $1,258,721  $1,379,055 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization  146,627   157,010 
(Recovery of) provision for doubtful accounts  (109,121)  103,880 
Increase (decrease) in inventory reserve  93,453   (24,836)
Deferred tax benefit  (26,479)  (3,883)
Income from equity method investments  (148,458)  (161,182)
         
Changes in operating assets and liabilities:        
Accounts receivable  1,621,378   (1,607,621)
Advances to suppliers  (336,622)  (383,769)
Inventories  8,229   573,591 
Other receivables  345,841   (204,953)
Prepaid expense and other assets  124,496   5,034 
Due from related parties  2,324   280,988 
Prepaid leases  118,365   119,398 
Accounts payable  (14,916)  45,871 
Advances from customers  650,665   31,181 
Other payables  (79,636)  143,166 
Taxes payable  30,257   (37,421)
NET CASH PROVIDED BY OPERATING ACTIVITIES  3,685,124   415,509 
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Acquisitions of property and equipment  (7,335)  (22,131)
Loan advances to third parties  -   (108,648)
Repayments of loans from third parties  830,717   - 
Repayments of loans from related parties  -   130,495 
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES  823,382   (284)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from short-termloans  299,840   781,469 
Repayment of short-termloans  (757,470)  (786,719)
Stock issuance cost payable  -   843,844 
Proceeds from initial public offering, net of offering costs  -   5,394,549 
Proceeds from advances from related parties  42,466   97,413 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES  (415,164)  6,330,556 
         
EFFECT OF EXCHANGE RATE CHANGE ON CASH  481,047   (85,654)
         
NET INCREASE IN CASH  4,574,389   6,660,127 
         
CASH - Beginning of the Period  23,154,551   22,009,374 
         
CASH - End of thePeriod $27,728,940  $28,669,501 
         
SUPPLEMENTAL CASH FLOW DISCLOSURES:        
Cash paid for income tax $273,474  $65,436 
Cash paid for interest $36,208  $39,303 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial StatementsThe accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

F-3

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

 

Shineco, Inc. (“Shineco” or the “Company”) was incorporated in the State of Delaware on August 20, 1997. The Company is a holding company whose primary purpose is to develop business opportunities in the People’s Republic of China (“PRC” or “China”).

On December 30, 2004, the Company acquired all of the issued and outstanding shares of Beijing Tenet-Jove Technological Development Corp.Co., Ltd. (“Tenet-Jove”), a PRC company, in exchange for restricted shares of the Company’s common stock, and the sole operating business of the Company became that of its subsidiary, Tenet-Jove. Tenet-Jove was incorporated on December 15, 2003 under the laws of China. Consequently, Tenet-Jove became a 100% owned subsidiary of Shineco and was officially granted the status of a Wholly Foreign-Owned Entity (“WFOE”) by Chinese authorityauthorities on July 14, 2006. This transaction was accounted for as a recapitalization. Tenet-Jove owns 90% interest of Tianjin Tenet Huatai Technological Development Co., Ltd. (“Tenet Huatai”).

 

On December 31, 2008, June 11, 2011 and May 24, 2012, respectively, Tenet-Jove entered into a series of contractual agreements with the owners of Ankang Longevity Pharmaceutical (Group) Co., Ltd. (“Ankang Longevity Group”), each of Yantai Zhisheng International Freight Forwarding Co., LtdLtd. (“Zhisheng Freight”), Yantai Zhisheng International Trade Co., LtdLtd. (“Zhisheng Trade”), Yantai Mouping District Zhisheng Agricultural Produce Cooperative (“Zhisheng Agricultural”) and Qingdao Zhihesheng Agricultural Produce Services., LtdLtd. (“Qingdao Zhihesheng”). On February 24, 2014, Tenet-Jove also subsequently entered into the same series of contractual agreements with ShinecoZhishengShineco Zhisheng (Beijing) Bio-Technology Co., LtdLtd. (“Zhisheng Bio-Tech”), which is a new companywas incorporated in 2014. Zhisheng Bio-Tech, Zhisheng Freight, Zhisheng Trade, Zhisheng Agricultural, and Qingdao Zhihesheng are collectively referred to herein as “Zhisheng Group”. TheseThe contractual agreements include an Executive Business Cooperation Agreement;Agreement, Timely Reporting Agreements;Agreement, Equity Interest Pledge Agreement and Executive Option Agreement.

On April 19, 2017, Tenet-Jove established Xinjiang Tiankunrunze Biological Engineering Co., Ltd. (“Tiankunrunze”) and owned 65% interest of Tiankunrunze. On April 28, 2017, Tiankunrunze established Xinjiang Tianzhuo Technology Development Co., Ltd. (“Tianzhuo”) with registered capital of RMB 10.0 million ($1,450,233). On May 22, 2017, Tiankunrunze established Xinjiang Tianhuihechuang Agriculture Development Co., Ltd. (“Tianhuihechuang”) with registered capital of RMB 10.0 million ($1,452,294). On May 23, 2017, Tiankunrunze established Xinjiang Tianxintongye Biotechnology Development Co., Ltd. (“Tianxintongye”) with registered capital of RMB 10.0 million ($1,451,615). Tianzhuo, Tianhuihechuang and Tianxintongye became subsidiaries of Tenet-Jove.

On May 2, 2017, the Company and its subsidiary Tiankunrunze have entered into a Strategic Cooperation Agreement with Beijing Zhongke Biorefinery Engineering Technology Co., Ltd. (“Biorefinery”), a leading high-tech biomass refining company financially backed by the Chinese Academy of Sciences Institute of Process Engineering, to establish the Institute of Chinese Apocynum Industrial Technology Research (“ICAITR”). Pursuant to the Strategic Cooperation Agreement the three parties agreed to establish the ICAITR and each will own 45%, 35% and 20% of the equity interests of ICAITR, respectively. Shineco and Tiankunrunze will invest RMB 5.0 million ($737,745) as the registered capital, and Biorefinery will invest technology such as the patent for “Steam Explosion Degumming” as well as other resources.

 

Pursuant to the above agreements, Tenet-Jove has the exclusive right to provide to Zhisheng Group and Ankang Longevity Group consulting services related to their business operations and management. All the above contractual agreements obligate Tenet-Jove to absorb a majority of the risk of loss from the Zhisheng Group and Ankang Longevity Group’s activities and entitle Tenet-Jove to receive a majority of their residual returns. In essence, Tenet-Jove has gained effective control over the Zhisheng Group and Ankang Longevity Group. Therefore, the Company believes that Zhisheng Group and Ankang Longevity Group should be consideredare treated as Variable Interest Entities (“VIEs”) under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”. Accordingly, the accounts of these entities are consolidated with those of Tenet-Jove.

 

F-4

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

Since Shineco is effectively controlled by the majority shareholders of the Zhisheng Group and Ankang Longevity Group.Group, Shineco owns 100% equity interest of Tenet-Jove. Accordingly, Shineco, Tenet-Jove, and its VIEs, the Zhisheng Group and Ankang Longevity Group are effectively controlled by the same majority shareholders. Therefore, Shineco, Tenet-Jove and its VIEs are considered under common control. The consolidation of Tenet-Jove and its VIEs into Shineco has been accounted for at historical cost and prepared on the basis as if the aforementioned exclusive contractual agreements between Tenet-Jove and its VIEs had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

 

The Company, its subsidiaries, its VIEs and its VIEs’ subsidiaries (collectively the “Group”) operate three main business segments: 1) Tenet-Jove is engaged in planting, manufacturing and selling of Bluish Dogbane and related products, also known in Chinese as “Luobuma”, including therapeutic clothing and textile products made from Luobuma; 2) Zhisheng Group is engaged in the business of planting, processing and distributing of green agricultural produce as well as providing domestic and international logistic services for agricultural products (“Agricultural Products”); and, 3) Ankang Longevity Group develops and manufactures  traditional Chinese medicinal herbal medicinal products as well as other retail pharmaceutical products. These different business activities and products can potentially be integrated and benefit from one and other.


Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information pursuant to the rules of the SEC and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results of a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2016,2017, which was filed on September 28, 2016.October 13, 2017.

 

The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company, its subsidiaries, its VIEs and its VIEs’ subsidiaries. The non-controlling interest represents the minority shareholders’ interest in the Company’s majority owned subsidiaries. All intercompany transactions have been eliminated.

Restatement of Financial Statements

The Company has restated its quarterly unaudited condensed consolidated financial statements as of and for the period ended September 30, 2016. The Company determined that the previously issued unaudited condensed consolidated financial statements contained in the Company’s Quarterly Reports on Form 10-Q for the quarter ended September 30, 2016 should be amended to correct errors in those financial statements and that the unaudited condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q as of and for the three months ended September 30, 2016 (the “Original Filing”), should no longer be relied upon.

The general nature and scope of the adjustment is summarized as follows:

Correct offering expenses— The Company correct offering expenses of $843,844 in connection with their initial public offering as of September 30, 2016. The Company made adjustment of $843,844 to other payables and additional paid-in capital as of September 30, 2016 to correct the error.

The effects of the Company’s previously issued unaudited condensed consolidated financial statements as of September 30, 2016 are summarized as follows:

Selected Unaudited Condensed Consolidated Balance Sheets Information as of September 30, 2016

  Previously       
  Reported  Adjustment  Restated 
          
Other payables $2,135,695  $843,844  $2,979,539 
Additional paid-in capital $23,581,146  $(843,844) $22,737,302 

Selected Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2016

  Three months ended September 30, 2016 
  Previously       
  Reported  Adjustment  Restated 
CASH FLOWS FROM FINANCING ACTIVITIES            
Stock issuance cost payable $-  $843,844  $843,844 
Proceeds from public offerings, net of offering cost $6,238,393  $(843,844) $5,394,549 


Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

Consolidation of Variable Interest Entities

 

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

 

The carrying amount of the VIEs and their subsidiaries’ consolidated assets and liabilities are as follows:

 

 September 30, 2016 June 30, 2016  September 30, 2017 June 30, 2017 
          
Current assets $32,034,133 $30,560,208  $43,596,320  $40,584,817 
Plant and equipment, net 9,450,530 9,595,357   9,003,058   8,958,282 
Other noncurrent assets  10,113,163  10,136,632   10,926,075   10,707,344 
Total assets 51,597,826 50,292,197   63,525,453   60,250,443 
Total liabilities  (5,246,197)  (4,398,424)  (5,016,236)  (4,662,387)
Net assets $46,351,629 $45,893,773  $58,509,217  $55,588,056 

 

Non-controlling Interests

 

US GAAP requires that non-controlling interests in subsidiaries and affiliates be reported in the equity section of a company’s balance sheet. In addition, the amounts attributable to the net income (loss) of those subsidiariesthese entities are reported separately in the unaudited condensed consolidated statements of income and comprehensive income (loss).income.

 

F-5

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

Risks and Uncertainties

 

The operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environmentsenvironment in the PRC, as well as by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among other factors, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations, this may not be indicative of future results.changes could effect..


Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

Members of the current management team own controlling interests in the Company and are also the owners of the VIEs in the PRC. The Company only controls the VIEs through contractual arrangements which obligate it to absorb the risk of loss and to receive the residual expected returns. As such, the controlling shareholders of the Company and the VIEs could cancel these agreements or permit them to expire at the end of the agreement terms, as a result of which the Company would not retain control of the VIEs.

 

Use of Estimates

 

The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting period.periods. Significant estimates required to be made by management include, but are not limited to, useful lives of property, plant, and equipment, and intangible assets, the recoverability of long-lived assets and the valuation of accounts receivable, accrued expenses, taxes payable and inventory reserve.reserves. Actual results could differ from those estimates.

 

Revenue Recognition

 

The Company recognizes revenue from sales of bluish dogbaneLuobuma products, Chinese medicinal herbal products and agricultural products, as well as providing logistic serviceservices and other processing serviceservices to external customers. The Company recognizes revenue when all of the following have occurred: (i) there is persuasive evidence of an arrangement with a customer; (ii) delivery has occurred or services have been rendered; (iii) the sales price is fixed or determinable; and (iv) the Company’s collection of such fees is reasonablereasonably assured. These criteria, as related to the Company’s revenue, are considered to have been met as follows:

 

Sales of products: The Company recognizes revenue onfrom the sale of products when the goods are delivered and title to the goods passes to the customer provided that there are no uncertainties regarding customer acceptance; persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is deemed probable.

 

Revenue from the rendering of services: Revenue from international freight forwarding, domestic air and overland freight forwarding services areis recognized upon the completion of the performance of services as stipulated in the underlying contract or when commodities are being released from the customer’s warehouse; the service price is fixed or determinable; and collectability is deemed probable.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash on hand, cash on depositsdeposit and other highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less when purchased. The Company maintains cash and cash equivalents with various financial institutions mainly in the PRC. Balances in banks in the PRC are uninsured. As of September 30, 2017 and June 30, 2017, the Company had no cash equivalents.

F-6

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

 

Accounts Receivable

 

Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as necessary. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowanceallowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customers’ historical payment history, their current credit-worthiness and current economic trends. As of September 30, 20162017 and June 30, 2016,2017, the allowancesallowance for doubtful accounts were $99,067was $17,898 and $103,968,$48,450, respectively. Accounts are written off against the allowance after efforts at collection prove unsuccessful.


Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

Accounts receivable-unconsolidated entity represents the amount due from Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd. (“Shaanxi Pharmaceutical Group”). The joint-venture company established by Shaanxi Pharmaceutical and the Company are required to exclusively purchase certain raw materials and drug products from Shaanxi Pharmaceutical Group. In return, Shaanxi Pharmaceutical Group has agreed to compensate Ankang Longevity Group with a preferred distribution that equals to 7% of the total purchases made from Shaanxi Pharmaceutical Group. The accounts receivable mainly represents the preferred distribution due from Shaanxi Pharmaceutical Group.

Inventories

 

Inventories, which are stated at the lower of cost or current market value, consistingconsist of raw materials, work-in-progress, and finished goods related to the Company’s products. Cost is determined using the first in first out (FIFO) method. Market value is the lower of replacement cost or net realizable value. Agricultural products that the Company farms are recorded at cost, which includes direct costs such as seed selection, fertilizer, labor cost and contract feefees that are spent in growing agricultural products on the leased farmland, and indirect costs which include amortization of prepaymentprepayments of farmland lease feeleases and farmland development costs. All the costs are accumulated until the time of harvest and then allocated to the harvested crops costs when they are sold. The Company periodically evaluates its inventory and records an inventory reserve for certain inventories that may not be saleable.

saleable or whose cost exceeds market prices.

 

Advances to Suppliers

 

Advances to suppliers consist of balance paidpayments to suppliers for materials that have not been received. Advances to suppliers are reviewed periodically to determine whether their carrying value has become impaired. As of September 30, 20162017 and June 30, 2016,2017, the Company had an allowance for uncollectible advances to suppliers in the amount of $10,079$29,958 and $10,118,$17,618, respectively.

 

Loans to Third Parties

 

Loans to third parties consist of various cash advances to unrelated companies and individuals, with whom the Company has business relationships. The loans are due within one year with no interest rate.interest. Loans to third parties are reviewed periodically as to whether their carrying values remain realizable.

 

Property and Equipment

 

Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for additions, major renewalrenewals and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided on a straight-line basis, less estimated residual value, if any, over an asset’s estimated useful life,life. Farmland leasehold improvements are amortized over the shorter of lease term or remaining lease periodestimated useful lives of the underlying assets. Following are theThe estimated useful lives of the Company’s property and equipment:equipment are as follows:

 

 Estimated useful lives
  
Buildings20-50 years
Machinery equipment5-10 years
Motor vehicles5-10 years
Office equipment5-10 years
Farmland leasehold improvements12-18 years

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

F-7

 

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

Land Use RightRights

 

Under PRC law, allAccording to the Chinese laws and regulations regarding land use rights, land in the PRCurban districts is owned by the governmentState, while land in the rural areas and cannot be soldsuburban areas, except otherwise provided for by the State, is collectively owned by individuals designated as resident farmers by the State. In accordance with the legal principle that land ownership is separate from the right to an individual or company. Thethe use of the land, the government grants individuals and companies the rights to use parcels of land for a specified period of time. Land use rights which are usually prepaid, are stated at cost less accumulated amortization. Amortization is provided over the respective useful lives, using the straight-line method. EstimatedThe estimated useful life is 50-years,50 years, based on the term of the land use rights.

Long-lived Assets

 

Finite-lived assets and intangibles are reviewed for impairment testing when circumstances require. For purposes of evaluating the recoverability of long-lived assets, when undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value. The long-lived assets of the Company that are subject to evaluation consist primarily of property, plant and equipment, land use rights, investments and long-term prepaid lease.leases. For the three months ended September 30, 20162017 and 2015,2016, the Company did not recognize any impairment of its long-lived assets.

Fair Value of Financial Instruments

 

The Company adoptedfollows the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The carrying value of financial instruments included in current assets and liabilities approximate their fair values because of the short-term nature of these instruments.

Income Taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. Valuation allowances areA valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized.


Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This ASC also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company does not have any uncertain tax positions at September 30, 20162017 and June 30, 2016.2017. The Company has not provided deferred taxes of undistributed earnings of non-U.S. subsidiaries at September 30, 2017, as it is the Company's policy to indefinitely reinvest these earnings in non-U.S. operations. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable.

F-8

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

 

The statute of limitations for the Company’s U.S. federal income tax returns and certain state income tax returns remains open for tax years 20132007 and after. As of September 30, 2016,2017, the tax years ended June 30, 20072012 through June 30, 20162017 for the Company’s People’s Republic of China (“PRC”) subsidiaries remain open for statutory examination by PRC tax authorities.

 

Value Added Tax

 

Sales revenue represents the invoiced value of goods, net of a Value-Added Tax (“VAT”). All of the Company’s products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing their finished productproducts or acquiring its finished products. The Company recordedrecords a VAT payable or VAT receivable net of payment in the accompanying unaudited condensed consolidated financial statements.

 

Foreign Currency Translation

 

The Company uses the United States dollar (“U.S. dollars” or “USD”) for financial reporting purposes. The Company’s subsidiaries and VIEs maintain their books and records in their functional currency of Renminbi (“RMB”), the currency of the PRC.

 

In general, for consolidation purposes, the Company translates the assets and liabilities of its subsidiaries and VIEs into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statements of income and cash flows are translated at average exchange rates during the reporting period.periods. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the financial statements of the subsidiaries and VIEs are recorded as accumulated other comprehensive income (loss).

 

The balance sheet amounts, with the exception of equity, at September 30, 20162017 and June 30, 20162017 were translated at 1 RMB to $0.14990.1503 USD and at 1 RMB to $0.15050.1475 USD, respectively. The average translation rates applied to income and cash flow statement amounts for the three months ended September 30, 20162017 and 20152016 were at 1 RMB to $0.15000.1499 USD and at 1 RMB to $0.15950.1500 USD, respectively.

 

Comprehensive Income (Loss)

 

Comprehensive income (loss) consists of two components, net income and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to US$USD is reported in other comprehensive income (loss) in the unaudited condensed consolidated statements of income and comprehensive income (loss).

income.

 

Equity Investment

 

An investment in which the Company has the ability to exercise significant influence, but does not have a controlling interest, is accounted for using the equity method. Significant influence is generally considered to exist when the Company has an ownership interest in the voting stock between 20% and 50%, and other factors, such as representation on the Board of Directors, voting rights and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate.

 

11 

F-9

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

 

Earnings per Share

 

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There is no anti-dilutive effect for the three months ended September 30, 20162017 and 2015.2016.

 

New Accounting Pronouncements

 

In February 2016, the FASB issued ASU 2016-02 Amendments to the ASC 842 Leases. This update requires a lessee to recognize the assets and liability (the lease liability) arising from operating leases on the balance sheet for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Within a twelve months or less lease term, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If a lessee makes this election, it should recognize lease expense on a straight-line basis over the lease term. In transition, this update will be effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not currently expect the adoption of ASU 2016-02 to have a material impact on the Company’s financial statements unless it enters into a new long-term lease.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (ASC 718): Improvements to Employee Share-Based Payment Accounting. The objective is to identity, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The areas for simplification include the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas apply only to nonpublic entities. For public business entities, the ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the ASU is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The adoption of ASU 2016-09 did not impact our financial statements.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (ASC 606): Identifying Performance Obligations and Licensing. The objective is to clarify the two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for these areas. The ASU affects the guidance in ASU 2014-09, Revenue from Contracts with Customers (ASC 606), which is not yet effective. The effective date and transition requirements for this ASU are the same as the effective date and transition requirements in ASC 606 (and any other Topic amended by ASU 2014-09). ASU 2015-14, Revenue from Contracts with Customers (ASC 606): Deferral of the Effective Date, defers the effective date of ASU 2014-09 by one year. The Company does not expect the adoption of ASU 2016-10 to have a material impact on the Company’s financial statements.

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (ASC 606): Narrow-Scope Improvements and Practical Expedients. The objective is to address certain issues identified by the FASB-IASB Joint Transition Resource Group for Revenue Recognition. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASC 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements for ASC 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers (ASC 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company does not expect the adoption of ASU 2016-12 to have a material impact on the Company’s financial statements.

F-10

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

In June 2016 the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which eliminates the probable initial recognition threshold for credit losses in current U.S. GAAP, and instead requires an organization to record a current estimate of all expected credit losses over the contractual term for financial assets carried at amortized cost. This is commonly referred to as the current expected credit losses (“CECL”) methodology. Expected credit losses for financial assets held at the reporting date will be measured based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 does not change the existing write-off principle in U.S. GAAP or current nonaccrual practices, nor does it change accounting requirements for loans held for sale or certain other financial assets which are measured at the lower of amortized cost or fair value. As a public business entity that is an SEC filer, ASU 2016-13 becomes effective for the Company on January 1, 2020, although early application is permitted for 2019. The Company is currently evaluating the potential effects on the Company’s financial statements, if any.

In August 2016, the FASB has issued Accounting Standards Update (ASU)ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluatingdoes not expect the adoption of ASU 2016-15 to have a material impact of this new standard on its consolidatedthe Company’s financial statements and related disclosures.statements.

 

In OctoberNovember 2016, the FASB hasissued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance will be effective in the first quarterly of 2018 and early adoption is permitted. The Company does not expect the adoption of ASU 2016-18 to have a material impact on the Company’s financial statements.

In January 2017, the FASB issued ASU No. 2016-17, Consolidation2017-01, Business Combinations (Topic 810)805): Interest Held through Related Parties That Are under Common Control, to provide guidance onClarifying the evaluation of whether a reporting entity is the primary beneficiarydefinition of a VIE by amending how a reporting entity, thatbusiness. The amendments in this ASU is a single decision makerto clarify the definition of a VIE, treats indirect interests in that entity held through related parties that are under common control.business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company does not believe the adoption of this ASU would have a material effect on the Company’s financial statements.

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. For all entities, this ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in anany interim period. The Company is currently evaluating the impactadoption of this new standardASU is not expected to have a material effect on its consolidatedthe Company’s financial statements and related disclosures.


Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statementsstatements.

 

F-11

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 3- INVENTORIES

 

The inventories consist of the following:

 

 September 30, 2016 June 30, 2016  September 30, 2017 June 30, 2017 
          
Raw materials $677,905  $825,028  $980,069  $1,167,553 
Work-in-process  2,551,602   3,230,729   363,449   672,966 
Finished goods  1,583,832   1,354,176   1,893,854   1,346,437 
Packing materials  19,757   17,531 
Less: inventory reserve  (791,283)  (819,285)  (949,826)  (840,683)
 $4,041,813  $4,608,179 
Total $2,287,546  $2,346,273 

 

Work-in-process includes direct costs such as seed selection, fertilizer, labor cost and subcontractor feefees that are spent in growing agricultural products on the leased farmland, and indirect costs which include amortization of the prepayment of the farmland lease feefees and farmland development cost.costs. All the costs are accumulated until the time of harvest and then allocated to harvested cropscrop costs when they are sold.

 

NOTE 4- PROPERTY AND EQUIPMENT, NET

 

Property and equipment consist of the following:

 

 September 30, 2016 June 30, 2016  September 30, 2017 June 30, 2017 
          
Buildings $10,685,249  $10,726,872  $10,709,838  $10,516,245 
Building improvement  52,629   52,834 
Machinery equipment  462,369   443,846 
Building improvements  52,750   51,797 
Machinery and equipment  484,829   474,888 
Motor vehicles  230,536   231,434   49,547   48,651 
Construction in progress  449,760   451,512   450,795   442,646 
Office equipment  209,090   208,022   162,805   153,836 
Farmland leasehold improvement  3,152,662   3,164,943 
Farmland leasehold improvements  3,159,917   3,102,803 
  15,242,295   15,279,463   15,070,481   14,790,866 
Less: accumulated depreciation and amortization  (4,375,090)  (4,244,264)  (4,690,057)  (4,470,470)
Property, plant and equipment, net $10,867,205   11,035,199  $10,380,424  $10,320,396 

 

Depreciation and amortization expense charged to operations werewas $136,982 and $147,367 and $261,255 for the three months ended September 30, 20162017 and 2015,2016, respectively.

 

Farmland leasehold improvements consist of following:

 

 September 30, 2016 June 30, 2016  September 30, 2017 June 30, 2017 
          
Blueberry farm land leasehold reconstruction $2,422,015  $2,431,450 
Blueberry farmland leasehold reconstruction $2,427,589  $2,383,711 
Yew tree planting base reconstruction  271,355   272,412   271,980   267,064 
Greenhouse renovation  459,292   461,081   460,348   452,028 
Total farmland leasehold improvement $3,152,662  $3,164,943 
Total farmland leasehold improvements $3,159,917  $3,102,803 

 

13 

F-12

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 5- LAND USE RIGHTS NET

 

The Company states landLand use rightrights are recognized at cost less accumulated amortization. AllAccording to the Chinese laws and regulations regarding land use rights, land in urban districts is owned by the State, while land in the People’s Republicrural areas and suburban areas, except otherwise provided for by the State, is collectively owned by individuals designated as resident farmers by the State. However, in accordance with the legal principle that land ownership is separate from the right to the use of China is government owned and cannot be sold to any individual or company. However,the land, the government grants the user a “land use right” (the “Right”) to use the land. The Company has the Right to use the land for 50 years and amortizes the Rightrights on a straight-line basis over the period of 50 years.

 

 September 30, 2016 June 30, 2016  September 30, 2017 June 30, 2017 
          
Land use rights $1,667,557  $1,674,053  $1,671,395  $1,641,181 
Less: accumulated amortization  (272,596)  (265,288)  (308,332)  (294,550)
Land use rights, net $1,394,961  $1,408,765  $1,363,063  $1,346,631 

 

For the three months ended September 30, 20162017 and 2015,2016, the Company incurredrecognized amortization expense of $8,342$9,645 and $8,873,$9,643, respectively.

 

The estimated future amortization expenses are as follows:

 

Twelve months ending September 30:      
      
2017 $33,351 
2018  33,351  $33,428 
2019  33,351   33,428 
2020  33,351   33,428 
2021  33,351   33,428 
2022  33,428 
Thereafter  1,228,206   1,195,923 
Total $1,394,961  $1,363,063 

 

NOTE 6-6 - INVESTMENTS

 

Ankang Longevity Group entered into two equity investment agreements with a third party, Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd. (“Shaanxi Pharmaceutical Group”), a Chinese state-owned pharmaceutical enterprise to invest a total of RMB 6.8 million (approximately $1.0 million) to form a joint venture pharmacy retail company called Shaanxi Pharmaceutical Sunsimiao Drugstores Ankang Retail Chain Co., Ltd. (“Sunsimiao Drugstores”), and a joint venture pharmaceutical wholesale distribution company named Shaanxi Pharmaceutical Holding Group Longevity Pharmacy Co., Ltd. (“Shaanxi Longevity Pharmacy”). Ankang Longevity Group obtained 49% interest in each of these two new joint venture companies. These two joint ventures arewere formed as new business entities to collaborate with Shaanxi Pharmaceutical Group to expand sales to regional hospitals and clinics and to establish the presence of retail pharmacies under the Brand name “Sunsimiao”. The investments are accounted for using the equity method because Ankang Longevity Group has significant influence, but no control of these two entities. Ankang Longevity Group recorded income of $161,182$148,458 and $148,600$161,182 for the three months ended September 30, 20162017 and 2015,2016, respectively, from the investment,investments, which was included in “Income from equity method investments” in the unaudited condensed consolidated statements of income and comprehensive income (loss).


Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statementsincome.

 

Ankang Longevity Group entered into a supplemental agreement with Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd. (“Shaanxi Pharmaceutical Group”).Group. According to the supplemental agreement, the new joint-venture companies established by Shaanxi Pharmaceutical Group and Ankang Longevity Group are required to exclusively purchase certain raw materials and drug products from Shaanxi Pharmaceutical Group. In return, Shaanxi Pharmaceutical Group has agreed to compensate Ankang Longevity Group with a preferred distribution equal topurchase rebate of 7% of the total purchases made from Shaanxi Pharmaceutical Group. For the three months ended September 30, 20162017 and 2015,2016, a total of $368,803 and $239,990 and $191,449 werewas recognized by Ankang Longevity Group from this supplemental agreement in addition to its 49% share of the income from the joint ventures, respectively.

F-13

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

 

On October 21, 2013, the Company, through its controlled subsidiaries, Zhisheng Freight and Zhisheng Agricultural, entered into an agreement with an unrelated third party, Zhejiang Zhen’Ai Network Warehousing Services Co., Ltd. (“Zhen’Ai Network”), and invested RMB 14.5 million (approximately $2.2 million) into Tiancang Systematic Warehousing project (“Tiancang Project”) operated by Zhen’Ai Network. The Tiancang Project is an online platform established to provide comprehensive warehousing and logistic solutions to companies involved in E-commerce. The Company is entitled to a profit sharing of 29% of Tiancang Project’s after-tax net income annually, less 30% statutory reserve and 10% employee welfare fund. When the amount of the accumulated statutory reserve reaches 30% of the total investment for the Tiancang Project, no additional appropriation of the statutory reserve is required. The Tiancang Project is currently up and running. For the three months ended September 30, 2017 and 2016, the Company did not record investment income from this investment.

On November 21, 2016, the Company (the “Investor”) entered into an agreement with Original Lab Inc., a California corporation (the “Investee”), and made a payment of $200,000 in exchange for the right to acquire certain shares of the Investee’s common stock and preferred stock. For the three months ended September 30, 2017, the Company did not record investment income from this investment.

 

The Company’s investments in unconsolidated entities consist of the following:

 

 September 30, 2016 June 30, 2016  September 30, 2017 June 30, 2017 
          
Shaanxi Pharmacy Holding Group Longevity Pharmacy Co., Ltd ( Ankang Longevity Pharmacy ) $2,219,652  $2,091,531 
Shaanxi Pharmacy Sunsimiao Drugstores Ankang Chain Co., Ltd  515,959   493,008 
Shaanxi Pharmaceutical Holding Group Longevity Pharmacy Co., Ltd. (Ankang Longevity Pharmacy) $2,921,271  $2,744,391 
Shaanxi Pharmaceutical Sunsimiao Drugstores Ankang Chain Co., Ltd.  644,916   611,228 
Zhejiang Zhen’Ai Network Warehousing Services Co., Ltd.  2,173,841   2,182,308   2,178,843   2,139,461 
Original Lab Inc.  200,000   200,000 
Total $4,909,452  $4,766,847  $5,945,030  $5,695,080 

 

Summarized financial information of unconsolidated entities is as follows:

 

 September 30, 2016 June 30, 2016  September 30, 2017 June 30, 2017 
          
Current assets $28,507,486  $28,450,106  $35,535,941  $32,880,168 
Noncurrent assets  329,169   386,764   264,785   281,162 
Current liabilities  23,269,212   23,577,799   28,538,267   26,328,322 

 

 For the three months ended September 30,  For the three months ended September 30, 
 2016 2015  2017 2016 
          
Net sales $7,072,032  $6,844,997  $7,445,561  $7,072,032 
Gross profit  895,484   1,056,799   969,677   895,484 
Income from operations  328,365   355,607   303,766   328,365 
Net income  328,941   354,568   302,975   328,941 

NOTE 7 - DEPOSIT FOR BUSINESS ACQUISITION

On December 12, 2016, Tenet-Jove entered into a purchase agreement with Tianjin Tajite E-Commerce Co., Ltd. (“Tianjin Tajite”), an online e-commerce company based in Tianjin, China, specializing in distributing Luobuma related products and Japanese health products to the elderly, pursuant to which Tenet-Jove intends to acquire a 51% equity interest in Tianjin Tajite for cash consideration of RMB 14,000,000 (approximately $2.1 million). On December 25, 2016, the Company paid the full amount as the deposit to secure the deal. In May, 2017, the Company amended the agreement that requires that Tianjin Tajite to satisfy certain preconditions related to product introductions into China. On October 26, 2017, the Company has completed the acquisition for 51% of the shares in Tianjin Tajite.

 

15 

F-14

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 7-8 - PREPAID LEASES

 

One of the Company’s controlled subsidiaries, Zhisheng Group entered into several farmland lease contracts with farmer cooperatives to lease farmland in order to plant and grow organic vegetable,vegetables, fruit and Chinese yew trees. The lease term variesterms vary from 5 years to 24 years. The aggregate prepaid lease payments on these leases amounts towas approximately RMB 36.836.7 million (approximately $5.52$5.5 million). Zhisheng Group paid offprepaid the entire required lease amountamounts plus transfer fees at the beginning of the lease.

 

These leases are accounted for as operating leases and will be amortized each year on a straight-line basis over the lease terms. The amortization expense is initially recorded as work in process underin the inventory account during the growing period and then transferred to harvested crops costs at the time of harvest and then allocated to cost of sales when they are sold.

 

The prepaid leases consist of the following:

  September 30, 2016  June 30, 2016 
       
Current $476,708  $478,565 
Non-current  3,726,008   3,860,327 
Total $4,202,716  $4,338,892 

FurtherFuture amortization expense is aswill be recognizedas follows:

 

Twelve months ending September 30:      
      
2017 $476,708 
2018  473,460  $474,550 
2019  473,460   474,550 
2020  408,995   388,398 
2021  215,598   216,094 
2022  216,094 
Thereafter  2,154,495   1,965,873 
Total $4,202,716  $3,735,559 

 

NOTE 8-9 - SHORT-TERM LOANS

 

Short-term loans consist of the following:

 

Lender September 30,
2016
  Maturity
Date
   Int. 
Rate/Year
 
Wanxiang Trust Co., Ltd-a 31,483  2017-9-9    13.67%
Agricultural Bank of China-c  749,600  2017-8-18    5.71%
Agricultural Bank of China-d  449,760  2016-10-27 *  5.27%
Agricultural Bank of China-d  1,199,360  2016-11-18    5.22%
Agricultural Bank of China-d  299,840  2017-4-7    5.22%
Total $2,730,043         


Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Lender September 30, 2017  Maturity
Date
 Int.
Rate/Year
 
Agricultural Bank of China-b $300,530  2017-10-16* 5.22%
Agricultural Bank of China-d  1,202,120  2017-12-7  5.22%
Agricultural Bank of China-d  300,530  2018-7-3  5.22%
Agricultural Bank of China-e  450,795  2017-11-15  5.22%
 Total $2,253,975       

 

Lender June 30, 2017  Maturity
Date
 Int.
Rate/Year
 
Wanxiang Trust Co., Ltd-a $7,746  2017-9-9* 13.48%
Agricultural Bank of China-b  295,098  2017-10-16* 5.22%
Agricultural Bank of China-c  737,745  2017-8-17* 5.66%
Agricultural Bank of China-d  1,180,392  2017-12-7  5.22%
Agricultural Bank of China-e  442,647  2017-11-15  5.22%
 Total $2,663,628       

F-15

 

Lender June 30, 2016  Maturity
Date
   Int. 
Rate/Year
 
Chongqing Alibaba Micro-Credit Company-a $36,873  2016-9-9 *  15.21%
Agricultural Bank of China-b  301,008  2016-9-24 *  5.52%
Agricultural Bank of China-d  451,512  2016-8-9 *  5.82%
Agricultural Bank of China-d  451,512  2016-10-27 *  5.27%
Agricultural Bank of China-d  1,204,032  2016-11-18    5.22%
Agricultural Bank of China-d  301,008  2017-4-7    5.22%
Total $2,745,945         
Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

 

The loans outstanding were guaranteed by the following properties, entities or individuals:

 

a. Not collateralized or guaranteed.

 

b. Collateralized by the building owned by Xiaoyan Chen and Jing Chen, who are both the related parties of the company.Company. Xiaoyan Chen is one of the shareholders of Ankang Longevity Pharmaceutical (Group) Co., Ltd.Group. Jing Chen is the sister of the Xiaoyan Chen but not a shareholder of Ankang Longevity Group.

 

c. Guaranteed by commercial credit guaranty companies unrelated to the Company.

 

d. Guaranteed by a commercial credit guaranty company, unrelated to the Company and also by Jiping Chen, a shareholder of the Company.

 

*The Company repaid the loans in full on maturity date.

e. Guaranteed by a third-party company and also by Jiping Chen, a shareholder of the Company.

* The Company repaid the loans in full on maturity date.

 

The Company recorded interest expense of $39,303$36,028 and $38,898$39,303 for the three months ended September 30, 20162017 and 2015,2016, respectively. The annual weighted average interest rates are 5.48%5.38% and 6.71%5.48% for the three months ended September 30, 2017 and 2016, and 2015, respectively.

 

NOTE 9-10 - RELATED PARTY TRANSACTIONS

 

DUE FROM RELATED PARTIES

 

The Company had previously made temporary advances to certain shareholders of the Company as well as severaland to other entities that are either owned by directors or family members of those directors.shareholders or to other entities that the Company has investments in. Those advances are due on demand, non-interest bearing, except for the advance to Xinyang Yifangyuan Garden Technology Co., Ltd., which bears fixed annual interest rate of 4.17%.bearing.

 

As of September 30, 20162017 and June 30, 2016,2017, the outstanding amounts due from related parties consist of the following:

 

  September 30, 2016  June 30, 2016 
       
Xinyang Yifangyuan Garden Technology Co., Ltd $368,410  $500,784 
Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd  462,825   820,728 
Yang Bin  149,920   150,504 
Zhang Xin  115,438   93,312 
Chang Song  147,330   85,035 
Wang Qi Wei  8,247   8,279 
Tian Shuangpeng  -   11,288 
Qi Qiuchi  1,500   1,505 
  $1,253,670  $1,671,435 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended September 30, 2016 and 2015, interest income of $56,248 and $59,895 recognized on these loans was included in “Interest income, net” on the unaudited condensed consolidated statements of income and comprehensive income (loss).

  September 30, 2017  June 30, 2017 
       
Yang Bin $150,265  $147,550 
Zhang Xin  93,164   91,480 
Chang Song  74,381   73,037 
Zhang Xinyu  62,572   61,441 
Zhang Hua  42,074   28,034 
Beijing Huiyinansheng Asset Management Co., Ltd  22,540   22,132 
Zhang Yuying  -   15,567 
Wang Qiwei  8,266   8,117 
Tian Shuangpeng  1,503   1,475 
  $454,765  $448,833 

 

DUE TO RELATED PARTIES

 

As of September 30, 20162017 and June 30, 2016,2017, the Company hashad related party payables of $341,329$305,191 and $244,915,$257,880, respectively, mainly due to the principal shareholders or certain relatives of the shareholdershareholders of the Company who lend funds for the Company’s operations. The payables are unsecured, non-interest bearing and due on demand.

 

  September 30, 2016  June 30, 2016 
       
Wu Yang  185,976   96,398 
Xiong Kun  85,005   - 
Wang Sai  58,108   120,854 
Zhang Yuying  11,673   26,769 
Huiyin Ansheng  567   894 
  $341,329  $244,915 
F-16

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

  September 30, 2017  June 30, 2017 
       
Wu Yang $96,245  $94,505 
Wang Sai  115,830   71,942 
Zhao Min  93,116   91,433 
  $305,191  $257,880 

 

SALES TO AND PURCHASES FROM RELATED PARTIES

 

For the three months ended September 30, 20162017 and 2015,2016, the Company recorded sales to Shaanxi Pharmaceutical Group, Pai’ang Medicine Co., Ltd, a related party , of $771,604 and $800,199, and $746,475, respectively. There were no purchases from related parties for the three months endedAs of September 30, 20162017 and 2015.June 30, 2017, the balance of accounts receivable due from Shaanxi Pharmaceutical Group was $1,790,094 and $2,205,453, respectively.

 

NOTE 10-11 - TAXES

 

(a)Corporate Income Taxes

 

The Company is subject to income taxes on an entity basis on income arising in or derived from the location in which each entity is domiciled.

 

Shineco is incorporated in the United States and has no operating activities. Tenet-Jove and its VIEs entities are governed by the Income Tax Laws of the PRC, and are currently subject to tax at a statutory rate of 25% on net income reported after appropriated tax adjustment.taxable income. Two VIE entities receive a full income tax exemption from the local tax authority of the PRC as agricultural enterprises as long as the favorable tax policy remains unchanged.

 

i)The components of the income tax expense are as follows:

 

  For the three months ended
September 30,
 
  2016  2015 
Current income tax provision $205,519  $291,934 
Deferred income tax provision (benefit)  (3,883)  9,015 
Total $201,636  $300,949 

18 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

  For the three months ended
September 30,
 
  2017  2016 
Current income tax provision $309,336  $205,519 
Deferred income tax benefit  (26,479)  (3,883)
Total $282,857  $201,636 

 

ii)The following table summarizes deferred tax assets resulting from differences between the financial reporting basis and tax basis of assets and liabilities:

 

 September 30, 2016 June 30, 2016  September 30, 2017 June 30, 2017 
          
Allowance for doubtful accounts $133,765  $123,818  $28,055  $24,598 
Inventory reserve  196,338   203,674   236,622   209,236 
Net operating loss carry-forwards  113,680   114,122   113,941   111,882 
Total  443,783   441,614   378,618   345,716 
Valuation allowance  (113,680)  (114,122)  (113,941)  (111,882)
Deferred tax assets, net $330,103  $327,492  $264,677  $233,834 

F-17

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

Movement of the valuation allowance:

 

  September 30, 2017  June 30, 2017 
       
Beginning balance $111,882  $114,122 
Exchange difference  2,059   (2,240)
Ending balance $113,941  $111,882 

  Three months Ended
September 30, 2016
  Year Ended
June 30, 2016
 
       
Beginning balance $114,122  $108,932 
Current year addition  -   13,971 
Exchange difference  (442)  (8,781)
Ending balance $113,680  $114,122 

(b) Value Added Tax

 

The Company is subject to a value added tax (“VAT”) for selling merchandise. The applicable VAT rate is 17% for products sold in the PRC. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). Under the commercial practice ofin the PRC, the Company pays VAT based on tax invoices issued. The tax invoices may be issued subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued.

 

In the event that the PRC tax authorities dispute the date on which revenue is recognized for tax purposes, the PRC tax office has the right to assess a penalty based on the amount of the taxes which are determined to be late or deficient, and will be expensed in the period if and when a determination is made by the tax authorities. There were no assessed penalties during the three months ended September 30, 2017 and 2017.


Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

(c) Taxes Payable

 

Taxes payable consists of the following:

 

 September 30, 2016 June 30, 2016  September 30, 2017 June 30, 2017 
          
Income tax payable $1,169,247  $1,201,641  $1,605,869  $1,541,548 
Value added tax payable  60,266   69,955   55,118   60,685 
Business tax and other taxes payable  5,534   6,546   6,758   6,693 
 $1,235,047  $1,278,142  $1,667,745  $1,608,926 

 

NOTE 11 –SHAREHOLDERS’12 – SHAREHOLDERS’ EQUITY

 

Initial Public Offering

 

On September 28, 2016, the Company completed its initial public offering of 1,713,190 shares of common stock at a price of $4.50 per share for gross proceeds of $7.7 million and net proceeds of approximately $5.4 million. The Company’s common shares began trading on September 28, 2016 on the NASDAQ Capital Market under the symbol “TYHT”.“TYHT .”

 

F-18

Stock Incentive Plan

On September 23, 2016, the Board of Directors of the Company approved a stock incentive plan (“Plan”). Pursuant to the Plan, the Company plans to file a registration statement on Form S-8, as soon as practicable, to register up to 2,103,407 of the Company’s shares of common stock. As of the date of this report, the Company has not issued any options to purchase the Company's shares of common stock and the Company has not filed the Form S-8 registration statement.

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

 

Statutory Reserve

 

The Company is required to make appropriations to reserve funds, comprising the statutory surplus reserve and discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”).

 

Appropriations to the statutory surplus reserve is required to be at least 10% of the after tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entities’ registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. As of September 30, 20162017 and June 30, 2016,2017, the balance of the statutory reserve was $3,317,188$3,570,859 and $3,242,139,$3,484,449, respectively.

 

NOTE 12- CONCENTRATION13 - CONCENTRATIONS AND RISKS

 

The Company maintains certainprincipally all bank accounts in the PRC for which are not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance or otherthere is no insurance. The cash balance held in the PRC bank accounts was $28,528,892$27,622,150 and $21,986,817$23,112,124 as of September 30, 20162017 and June 30, 2016,2017, respectively.


Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

During the three months ended September 30, 20162017 and 2015,2016, almost 100% of the Company's assets were located in the PRC and 100% of the Company's revenues were derived from its subsidiaries and VIEs located in the PRC.

 

For the three months ended September 30, 2017, three customers accounted for approximately 22%, 12% and 10% of the Company’s total sales, respectively. At September 30, 2017, four customers accounted for approximately 69% of the Company’s accounts receivable. For the three months ended September 30, 2016, three customers accounted for approximately 38%, 11% and 11% of the Company’s total sales, respectively. At September 30, 2016, two customers accounted for approximately 72% of the Company’s accounts receivable.

For the three months ended September 30, 2015, two customers2017, five vendors accounted for approximately 37%19%, 13%, 12%, 11% and 11% of the Company'sCompany’s total sales,purchases, respectively.

For the three months ended September 30, 2016, six vendors accounted for approximately 17%, 17%, 13%, 12%, 11% and 10% of the Company’s total purchases, respectively. For the three months ended September 30, 2015, five vendors accounted for approximately 20%, 17%, 14%, 12% and 10% of the Company's total purchases, respectively.

NOTE 14 - COMMITMENTS AND CONTINGENCIES

 

NOTE 13- COMMITMENTS AND CONTINGENCIES

Lease Commitments

 

The Company leases eightnine main office spaces under non-cancelable operating lease agreements through February 28, 2019.December 10, 2020. The Company also leases farmland under a non-cancelable operating lease agreement through April 26, 2041. Most of those operating lease payments are scheduled on a quarterly basis.  The future minimum rental payments are as follows:

Twelve months ending September 30:      
      
2017 $392,089 
2018  392,089  $640,936 
2019  217,550   449,057 
2020  215,991   288,379 
2021  215,991   222,137 
2022  215,885 
Thereafter  4,364,205   4,011,857 
Total $5,797,915  $5,828,251 

 

Rent expense totaled $99,839$128,456 and $32,352$99,839 for the three months ended September 30, 20162017 and 2015,2016, respectively.

 

F-19

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

In addition, the Company sublets the above-mentioned farmland to a third party under a non-cancelable operating lease agreement through May 31, 2020. The future minimum sublease rental income to be received is as follows:

Twelve months ending September 30:      
      
2017 $215,991 
2018  215,991  $209,888 
2019  215,991   209,888 
2020  143,995   143,923 
Total $791,968  $563,699 

 

Sublease rentrental income totaled $53,998$53,971 and $57,435$53,998 for the three months ended September 30, 20162017 and 2015,2016, respectively.

 

Legal Contingencies

 

From time to time,On May 16, 2017, Bonwick Capital Partners, LLC (“Plaintiff”) commenced a lawsuit (Case No. 1:17-cv-03681-PGG) against the Company is a party to various legal actions arising in the ordinary courseUnited States District Court for the Southern District of business. TheNew York. Plaintiff alleges that the Company accrues costs associatedentered into an agreement with these matters when they become probable andPlaintiff (the “Agreement”), pursuant to which Plaintiff was to provide the amount can be reasonably estimated. Legal costs incurredCompany with financial advisory services in connection with loss contingencies are expensed as incurred. The Company's management does not expect any liability from the disposition of such claims and litigation individually orCompany’s initial public offering in the aggregate would have a material adverse impact onUnited States. Plaintiff alleges that the Company's consolidated financial position, results of operationsCompany breached the Agreement and cash flows. seeks money damages up to $6 million. The Company believes that these claims are without merit and intends to vigorously defend itself.

 

NOTE 14-15 - SEGMENT REPORTING

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Group's internal organizational management structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Group's business segments.


Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

The Company's chief operating decision maker has been identified as the Chief Executive Officer who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the Group. Based on management's assessment, the Company has determined that it has three operating segments according to theits major products and locations as follows:

 

ØDeveloping, manufacturing and distributing of specialized fabrics, textile products and other by-products derived from an indigenous Chinese plant called Apocynum Venetum, commonly known as “Bluish Dogbane” or known in Chinese as “Luobuma” (referred to herein as Luobuma):

 

The operating companies of this segment, namely Tenet-Jove and Tenet Huatai, specialize in Luobuma developing and manufacturing of relevant products. With rich experience and broad channels in domestic market, the Group is leading in Luobuma textile production and other by-products.

 

This segment’s operations are focused in the north region of Mainland China, mostly carried out in Beijing and Tianjin City.

 

ØPlanting, processingProcessing and distributing of traditional Chinese medicinal herbal products as well as other pharmaceutical products (“Herbal products”):

 

The operating companies of this segment, namely AnKang Longevity Group and its subsidiaries, plant and process more than 600 kinds of Chinese medicinal herbal products with an established domestic sales and distribution network.

 

Ankang Longevity Group is also engaged in the retail pharmacy business and the operating revenue, which is not material, is also included in this segment due to immaterial amount. Ankang Longevity Group also started a joint-venture pharmacy retail and wholesale distribution business in the second quarter of 2013 with a large Chinese pharmaceutical company, Shaanxi Pharmaceutical Holdings Group, aiming to expand its pharmacy retail and wholesale business. The operations of this segment are mainly located in the Mid-western region of Mainland China.segment.

F-20

 

Shineco, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

ØPlanting, processing and distributing of green and organic agricultural produce as well as growing and cultivating of Chinese Yew trees (“Agricultural products”):

 

The operating companies of this segment, the Zhisheng Group, engageis engaged in the business of growing and distributing green and organic vegetables and fruits as well as providing logistics services for distributing agricultural products. This segment has been focusing its efforts on the growing and cultivating of Chinese yew treetrees (formally known as “taxus media”), a small evergreen tree whose branches can be used for the production of anti-cancer medicationmedications and the tree itself can be used foras an ornamental indoor bonsai tree, which are known to have the effect of purifying air quality.

 

The operations of this segment are located in the East and North regions of Mainland China, mostly carried out in Shandong Province and in Beijing where the Zhisheng Group has newly developed over 100 acres of modern greenhouses for cultivating yew trees and other plants.

 

The following table presents summarized information by segment for the three months ended September 30, 2016::2017:

 

  For the three months ended September 30, 2016 
  Bluish  Herbal  Agricultural    
  dogbane  products  products  Total 
Segment revenue $737,461  $3,180,371  $2,448,832  $6,366,664 
Cost of goods  367,220   2,437,713   1,631,239   4,436,172 
Business and sales related tax  3,604   11,941   -   15,545 
Gross profit  366,637   730,717   817,593   1,914,947 
Gross profit contribution %  19.1%  38.2%  42.7%  100.0%

22 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

  For the three months ended September 30, 2017 
  Bluish  Herbal  Agricultural    
  dogbane  products  products  Total 
Segment revenue $1,046,297  $3,265,893  $3,497,304  $7,809,494 
Cost of goods  581,291   2,585,063   2,539,157   5,705,511 
Business and sales related tax  4,472   11,141   -   15,613 
Gross profit  460,534   669,689   958,147   2,088,370 
Gross profit contribution %  22.1%  32.1%  45.8%  100.0%

 

The following table presents summarized information by segment for the three months ended September 30, 2015:2016:

 

 For the three months ended September 30, 2015  For the three months ended September 30, 2016 
 Bluish Herbal Agricultural    Bluish Herbal Agricultural   
 dogbane products products Total  dogbane products products Total 
Segment revenue $1,095,545  $3,480,179  $2,710,195  $7,285,919  $737,461  $3,180,371  $2,448,832  $6,366,664 
Cost of goods  400,218   2,694,258   1,762,402   4,856,878   367,220   2,437,713   1,631,239   4,436,172 
Business and sales related tax  4,275   12,319   -   16,594   3,604   11,941   -   15,545 
Gross profit  691,052   773,602   947,793   2,412,447   366,637   730,717   817,593   1,914,947 
Gross profit contribution %  28.6%  32.1%  39.3%  100.0%  19.1%  38.2%  42.7%  100.0%

 

Total Assets as of

 

 September 30, 2016 June 30, 2016  September 30, 2017 June 30, 2017 
          
Bluish Dogbane or “Luobuma” $7,095,069  $6,963,093  $7,188,041  $6,983,551 
Herbal products  35,006,114   28,088,515   37,142,813   35,222,278 
Agricultural products  22,617,830   21,997,180   26,945,434   26,079,141 
 $64,719,013  $57,048,788  $71,276,288  $68,284,970 

NOTE 16 – SUBSEQUENT EVENTS

On October 27, 2017, the Company, through its subsidiary Tianjin Tajit E-Commerce Ltd., obtained contractual rights to distribute branded products of Daiso Industries Co., Ltd.(“Daiso”), a large franchise of 100-yen shops founded in Japan, via JD.com (“JD”), the largest e-commerce company and largest retailer in China. On November 3, 2017, the Companyfurther developed the cooperation with Daiso by entering into a supply and purchase agreement (the “Agreement”) for the purpose of establishing a continuous supply and sale of Daiso’s products in China. Pursuant to the Agreement, Shineco shall purchase Daiso Products in the amount of approximate RMB 20 million no later than December 31, 2017 and add orders as circumstance requires. The term of the Agreement is currently one year, and it extends for one additional year at each expiration date unless written notice of termination is given by either of the parties of the Agreement.

On November 1, 2017, the Company established an Apocynum Industrial Park in Xinjiang, China.


F-21

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

   

The following discussion and analysis of the results of our operations and financial condition for the three months ended September 30, 20162017 and 20152016 should be read in conjunction with our unaudited condensed consolidated financial statements, and the notes to those unaudited condensed consolidated financial statements that are included elsewhere in this Report.Report and our annual report on Form 10-K for the twelve months ended June 30, 2017 and 2016, including the consolidated financial statements and notes thereto. All monetary figures are presented in U.S. dollars, unless otherwise indicated.

 

Forward-Looking Statements

 

The statements in this discussion that are not historical facts are “forward-looking statements.” The words “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “continue,” the negative forms thereof, or similar expressions, are intended to identify forward-looking statements, although not all forward-looking statements are identified by those words or expressions. Forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control. Actual results, performance or achievements may differ materially from those expressed or implied by forward-looking statements depending on a variety of important factors, including, but not limited to, weather, local, regional, national and global cokeLuobuma and coalherbal medicines price fluctuations, levels of coal and coke production in the region, the demand for raw materials such as iron and steel which require coke to produce, availability of financing and interest rates, competition, changes in, or failure to comply with, government regulations, costs, uncertainties and other effects of legal and other administrative proceedings, and other risks and uncertainties. We are not undertaking to update or revise any forward-looking statement, whether as a result of new information, future events or circumstances or otherwise.

Business Overview

 

Shineco, Inc. (the “Company”, “we”, “us” and “our”) was incorporated in the State of Delaware on August 20, 1997. On December 30, 2004, the Company acquired all of the issued and outstanding shares of Beijing Tenet-Jove Technological Development Co., Ltd. (“Tenet-Jove”), a PRC company, in exchange for our restricted shares of common stock. Consequently, Tenet-Jove became our 100% owned subsidiary and its operating business became that of the Company. Tenet-Jove was incorporated on December 16,15, 2003 under the laws of China and was officially granted the status of a Wholly Foreign-Owned Entity (“WFOE”) by Chinese authorities on July 14, 2006. This transaction was accounted for as a recapitalization. Tenet-Jove owns a 90% interest of Tianjin Tenet Huatai Technological Development Co., Ltd. (“Tenet Huatai”).

4

 

On December 31, 2008, June 11, 2011 and May 24, 2012, respectively, Tenet-Jove entered into a series of contractual agreements with the owner of Ankang Longevity Pharmaceutical (Group) Co., Ltd. (“Ankang Longevity Group”), each of Yantai Zhisheng International Freight Forwarding Co., LtdLtd. (“Zhisheng Freight”), Yantai Zhisheng International Trade Co., LtdLtd. (“Zhisheng Trade”), Yantai Mouping District Zhisheng Agricultural Produce Cooperative (“Zhisheng Agricultural”) and Qingdao Zhihesheng Agricultural Produce Services., LtdLtd. (“Qingdao Zhihesheng”). On February 24, 2014, Tenet-Jove also subsequently entered into the same series of contractual agreements with ShinecoZhishengShineco Zhisheng (Beijing) Bio-Technology Co., LtdLtd. (“Zhisheng Bio-Tech”), which is a new companywas incorporated in 2014. Zhisheng Bio-Tech, Zhisheng Freight, Zhisheng Trade, Zhisheng Agricultural, and Qingdao Zhihesheng are collectively referred to herein as “Zhisheng Group.” TheseThe contractual agreements include an Executive Business Cooperation Agreement;Agreement, Timely Reporting Agreement;Agreement, Equity Interest Pledge Agreement and Executive Option Agreement.

 


Pursuant to these agreements, Tenet-Jove has the exclusive right to provide to Zhisheng Group and Ankang Longevity Group consulting services related to their business operationoperations and management. All these contractual agreements obligate Tenet-Jove to absorb a majority of the risk of loss from the Zhisheng Group and Ankang Longevity Group’s activities and entitle Tenet-Jove to receive a majority of their residual returns. In essence, Tenet-Jove has gained effective control over the Zhisheng Group and Ankang Longevity Group. Based on these contractual arrangements, we believe thatthe Zhisheng Group and Ankang Longevity should be consideredare treated as Variable Interest Entities (“VIEs”) under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”. Accordingly, the accounts of these entities are consolidated with those of Tenet-Jove. We carry out all of our business in China through our PRC subsidiaries, our VIEs and their subsidiaries. Currently, we operate three main business segments: (i) Tenet-Jove is engaged in the manufacturing and selling of LuobumaBluish Dogbane and related products, also known in Chinese as “Luobuma”,“Luobuma,” including therapeutic clothing and textile products made from Luobuma; (ii) Zhisheng Group is engaged in the business of planting, processing and distributing of green agricultural produce as well as providing domestic and international logistic services for agricultural products (“Agricultural Products”); and, (iii) Ankang Longevity develops and manufactures traditional Chinese medicinal herbal medicinal products as well as other retail pharmaceutical products. These different business activities and products can potentially be integrated and benefit from one and other.

 

On April 19, 2017, Tenet-Jove established Xinjiang Tiankunrunze Biological Engineering Co., Ltd. (“Tiankunrunze”) and continues to own 65% interest of Tiankunrunze. On April 28, 2017, Tiankunrunze established Xinjiang Tianzhuo Technology Development Co., Ltd. (“Tianzhuo”) with registered capital of RMB 10.0 million ($1,450,233). On May 22, 2017, Tiankunrunze established Xinjiang Tianhuihechuang Agriculture Development Co., Ltd. (“Tianhuihechuang”) with registered capital of RMB 10.0 million ($1,452,294). On May 23, 2017, Tiankunrunze established Xinjiang Tianxintongye Biotechnology Development Co., Ltd. (“Tianxintongye”) with registered capital of RMB 10.0 million ($1,451,615). Tianzhuo, Tianhuihechuang and Tianxintongye became subsidiaries of Tenet-Jove.

On May 2, 2017, the Company and its subsidiary Tiankunrunze entered into a Strategic Cooperation Agreement with Beijing Zhongke Biorefinery Engineering Technology Co., Ltd. (“Biorefinery”), a leading high-tech biomass refining company financially backed by the Chinese Academy of Sciences Institute of Process Engineering, to establish the Institute of Chinese Apocynum Industrial Technology Research (“ICAITR”). Pursuant to the Strategic Cooperation Agreement, the three parties agreed to establish the ICAITR and each will own 45%, 35% and 20% of the equity interests of ICAITR, respectively. Shineco and Tiankunrunze will invest RMB 5.0 million ($737,745) as the registered capital, and Biorefinery will invest technology such as the patent for “Steam Explosion Degumming,” as well as other resources.

5

On September 21, 2017, the Company, through its wholly owned subsidiary Tenet-Jove, entered into a Strategic Cooperation Agreement (the “Agreement”) with Mr. Jianjun Wang, who is experienced in apocynum planting, manufacturing and knowledgeable in apocynum market and administration procedures with relevant authorities in apocynum industry in China, to establish an Apocynum Industrial Park in Xinjiang, China. Pursuant to the Agreement entered into on September 21, 2017, both parties have agreed to establish a joint venture company, namely, Xinjiang Shineco Taihe Agriculture Technology Ltd. (“Xinjiang Taihe”) to hold and operate the Apocynum Industrial Park, with a total investment of RMB 50 million (approximately $7.57 million USD), of which the Company will invest RMB 47.5 million and Mr. Wang will invest RMB 2.5 million. Upon the closing of the Agreement, Shineco will own 95% of the equity interest of Xinjiang Taihe.

Factors Affecting Financial Performance

 

We believe that the following factors will affect our financial performance:

Increasing demand for our products - The increasing demand for our Luobuma therapeutic products, our Chinese medicinal herbal medicinal products and our agricultural products will have a positive impact on our financial position. We plan to develop new products and expand our distribution network as well as to grow our business through possible mergers and acquisitions of similar or synergetic businesses, all aimed at increasing awareness of our brand, developing customer loyalty, meeting customer demands in various markets and providing solid foundations for our continuous growth. WeAs of the date of this Report however, we do not currently have any agreements, undertakings or understandings to acquire any such entity.entities and there can be no guarantee that we ever will.

 

Expansion of our sources of supply, production capacity and sales network - To meet the increasing demand for our products, we need to expand our sources of supply and production capacity. We plan to make capital improvements in our existing production facilities, which would improve both their efficiency and capacity. In the short-run, we intend to increase our investment in our reliable supply network, personnel training, information technology applications and logistic system upgrades. We also participate in two non-equity investment opportunities through a VIE, both of which arewe expect to provide us with new networknetworks and platforms.

 

Maintaining effective control of our costs and expenses -Successful cost control depends upon our ability to obtain and maintain adequate material supplies as required by our operations at competitive prices. We will focus on improving our long-term cost control strategies including establishing long-term alliances with certain suppliers to ensure adequate supply is maintained. We will carry forward the economies of scale and advantages from our nationwide distribution network and diversified offerings. Moreover, we will step up our efforts in higher value added products of Luobuma by using an exclusive and patented technology, to optimize quality management, procurement processes and cost control, and give full play to the strong production capacity and trustworthy sales teams to maximize our profit and bring better long-term return for our shareholders.

 

Economic and Political Risks

 

Our operations are conducted primarily in the PRC. Accordingly, our business, financial conditions and results may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

 

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

 


6

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities revenuesand disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenue and expenses and related disclosures induring the financial statements.reporting period. Critical accounting policies are those accounting policies that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial condition or operating performance. While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies used in the preparation of our unaudited condensed consolidated financial statements require significant judgments and estimates. For additional information relating to these and other accounting policies, see Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this report.Report.

 

Consolidation of Variable Interest Entities

 

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

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates required to be made by management include, but are not limited to, useful lives of property, plant, and equipment, and intangible assets, the recoverability of long-lived assets and the valuation of accounts receivable, accrued expenses and taxes payable and inventory reserve.reserves. Actual results could differ from those estimates.

 

Accounts Receivable

 

Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as necessary. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowanceallowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customers’ historical payment history, their current credit-worthiness and current economic trends. Accounts are written off against the allowance after efforts at collection prove unsuccessful.

 

7

Inventories

 

Inventories, which are stated at the lower of cost or current market value, consistingconsist of raw materials, work-in-progress, and finished goods related to the Company’s products. Cost is determined using the first in first out (“FIFO”) method. Market value is the lower of replacement cost or net realizable value. Agricultural products that the Company farms are recorded at cost, which includes direct costs such as seed selection, fertilizer, labor cost and contract feefees that are spent in growing agricultural products on the leased farmland, and indirect costs which include amortization of prepaymentprepayments of farmland lease feeleases and farmland development cost. All the costs are accumulated until the time of harvest and then allocated to the harvested crops costs when they are sold. The Company periodically evaluates its inventory and records an inventory reserve for certain inventories that may not be saleable.saleable or whose cost exceeds market prices.

 

Revenue Recognition

 

The Company recognizes revenue from sales of Luobuma products, Chinese medicinal herbal products and agricultural products, as well as providing logistic service and other processing serviceservices to external customers. The Company recognizes revenue when all of the following have occurred: (i) there is persuasive evidence of an arrangement with a customer, (ii) delivery has occurred or services have been rendered, (iii) the sales price is fixed or determinable, and (iv) the Company’s collection of such fees is reasonablereasonably assured. These criteria, as related to the Company’s revenue, are considered to have been met as follows:

 

Sales of products: the Company recognizes revenue onfrom the sale of products when the goods are delivered and title to the goods passes to the customer provided that there are no uncertainties regarding customer acceptance; persuasive evidence of the an arrangement exists; the sales price is fixed or determinable; and collectability is deemed probable.

 

Revenue from the rendering of services: Revenue from international freight forwarding, domestic air and overland freight forwarding services areis recognized upon the completion of the performance of services as stipulated in the underlying contract or when commodities are being released from the customer’s warehouse.warehouse; the service price is fixed or determinable; and collectability is deemed probable.

 


Fair Value of Financial Instruments

 

The Company adoptedfollows the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

8

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The carrying value of financial instruments included in current assets and liabilities approximate their fair values because of the short-term nature of these instruments.

 

Results of Operations for the Three Months Ended September 30, 20162017 and 20152016

 

Overview

 

The following table summarizes our results of operations for the three months ended September 30, 20162017 and 2015:2016:

 

 Three Months Ended September 30,  Variance  

Three Months Ended

September 30,

  Variance 
 2016  2015  Amount  %  2017  2016  Amount  % 
Revenue $6,366,664  $7,285,919  $(919,255)  (12.62)% $7,809,494  $6,366,664  $1,442,830   22.66%
Cost of revenue  4,451,717   4,873,472   (421,755)  (8.65)%  5,721,124   4,451,717   1,269,407   28.51%
Gross profit  1,914,947   2,412,447   (497,500)  (20.62)%  2,088,370   1,914,947   173,423   9.06%
General and administrative expense  473,764   515,154   (41,390)  (8.03)%
Selling and distribution expense  380,318   487,882   (107,564)  (22.05)%
General and administrative expenses  835,551   473,764   361,787   76.36%
Selling expenses  294,936   380,318   (85,382)  (22.45)%
Income from operations  1,060,865   1,409,411   (348,546)  (24.73)%  957,883   1,060,865   (102,982)  (9.71)%
Income from equity method investments  401,172   340,049   61,123   17.97%  148,458   161,182   (12,724)  (7.89)%
Other income (expense)  85,901   (19,644)  105,545   (537.29)%
Interest income  32,753   35,268   (2,515)  (7.13)%
Purchase rebate income  368,803   239,990   128,813   53.67%
Other income  85,619   85,901   (282)  (0.33)%
Interest income (expense)  (19,185)  32,753   (51,938)  (158.57)%
Income before income tax provision  1,580,691   1,765,084   (184,393)  (10.45)%  1,541,578   1,580,691   (39,113)  (2.47)%
Provision for income taxes  201,636   300,949   (99,313)  (33.00)%  282,857   201,636   81,221   40.28%
Net income $1,379,055  $1,464,135  $(85,080)  (5.81)% $1,258,721  $1,379,055  $(120,334)  (8.73)%
Comprehensive income (loss) attributable to Shineco Inc. $1,155,748  $(443,142) $1,598,890   (360.81)%
Comprehensive income attributable to Shineco Inc. $2,705,278  $1,155,748  $1,549,530   134.07%

 

27 

9

 

 

Revenue

 

Currently, we have three types of revenue streams deriving from our three major business segments: First, developing, manufacturing and distributing specialized fabrics, textiles and other by-products derived from an indigenous Chinese plant Apocynum Venetum, known in Chinese as “Luobuma” or “Bluish Dogbane.” This segment is channeled through our directly owned subsidiary, Tenet-Jove. Second, processing and distributing traditional Chinese medicinal herbal medicine products as well as other pharmaceutical products. This segment is conducted by our Ankang Longevity Group VIEs. And third, planting, processing and distributing green and organic agricultural produce as well as growing and cultivation of yew trees. This segment is conducted through our VIEs, the Zhisheng Group.

 

The following table sets forth the breakdown of our revenue for each of our three segments, for the three months ended September 30, 20162017 and 2015,2016, respectively:

 

  Three Months Ended September 30,  Variance 
  2017  %  2016  %  Amount  % 
Sales of Luobuma products $1,046,297   13.40% $737,461   11.59% $308,836   41.88%
Sales of Chinese medicinal herbal products  3,265,893   41.82%  3,180,371   49.95%  85,522   2.69%
Sales of other agricultural products  3,497,304   44.78%  2,448,832   38.46%  1,048,472   42.82%
Total Amount $7,809,494   100.00% $6,366,664   100.00% $1,442,830   22.66%

  Three Months Ended September 30,  Variance 
  2016  %  2015  %  Amount  % 
Sales of Luobuma products $737,461   11.59% $1,095,545   15.04% $(358,084)  (32.69)%
Sales of Chinese medicinal herbal products  3,180,371   49.95%  3,480,179   47.76%  (299,808)  (8.61)%
Sales of other agricultural products  2,448,832   38.46%  2,710,195   37.20%  (261,363)  (9.64)%
Total Amount $6,366,664   100.00% $7,285,919   100.00% $(919,255)  (12.62)%

For the three months ended September 30, 2017 and 2016, revenue from sales of Luobuma products was $1,046,297 and $737,461, respectively, which represented an increase of $308,836 or 41.88%. The increase of revenue from this segment was due to increased sales volume of our health awareness related products. The sales volume increase was mainly due to the increase in our number of customers. The Company enhanced online sales promotions during the three months ended September 30, 2017.

 

For the three months ended September 30, 20162017 and 2015, revenue from sales of Luobuma products was $737,461 and $1,095,545, respectively, which represented a decrease of $358,084 or 32.69%. The decrease of revenue from this segment was primarily due to the decreased sales price of our products. The Company focused on selling a portion of slow-moving products with a price equal to cost, which results in less revenue recognized during the three months ended September 30, 2016. Moreover, the sales volume also decreased and resulted in the decreased sales of Luobuma products for the three months ended September 30, 2016, as compared to the same period in 2015.


For the three months ended September 30, 2016 and 2015, revenue from sales of Chinese medicinal herbal products was $3,180,371$3,265,893 and $3,480,179,$3,180,371, respectively, representing a decreaseslight increase of $299,808$85,522 or 8.61%2.69%. The decreaseincrease was primarilymainly due to the fact that we fulfilled more sales orders from customers for the three months ended September 30, 2017 than the same period in order to meet the qualifications of a new standard promulgated by the local government, the Company reduced production of certain types of traditional Chinese herbal medicines.2016.

 

For the three months ended September 30, 20162017 and 2015,2016, revenue from sales of other agricultural products was $2,448,832$3,497,304 and $2,710,195,$2,448,832, respectively, representing a decreasean increase of $261,363$1,048,472 or 9.64%42.82%. The decreaseincrease was mainly attributabledue to the reducedincrease in sales volume of yew trees. The Company faced temporary difficultiesIn addition, in purchasing yew trees from upstream vendors because the vendors had limited stock.second quarter of 2017, we developed a new business line of storage, which contributed approximately $0.4 million revenue in the three months ended September 30, 2017 compared to the corresponding period of 2016.

10

 

Cost of Revenue

 

The following table sets forth the breakdown of the Company’s cost of revenue for each of our three segments, for the three months ended September 30, 20162017 and 2015,2016, respectively:

 

  Three Months Ended September 30,  Variance 
  2016  %  2015  %  Amount  % 
Sales of Luobuma products $367,220   8.25% $400,218   8.21% $(32,998)  (8.25)%
Sales of Chinese medicinal herbal products  2,437,713   54.76%  2,694,258   55.28%  (256,545)  (9.52)%
Sales of other agricultural products  1,631,239   36.64%  1,762,402   36.16%  (131,163)  (7.44)%
Business and sales related tax  15,545   0.35%  16,594   0.35%  (1,049)  (6.32)%
Total Amount $4,451,717   100.00% $4,873,472   100.00% $(421,755)  (8.65)%

  Three Months Ended September 30,  Variance 
  2017  %  2016  %  Amount  % 
Sales of Luobuma products $581,291   10.16% $367,220   8.25% $214,071   58.30%
Sales of Chinese medicinal herbal products  2,585,063   45.18%  2,437,713   54.76%  147,350   6.04%
Sales of other agricultural products  2,539,157   44.39%  1,631,239   36.64%  907,918   55.66%
Business and sales related tax  15,613   0.27%  15,545   0.35%  68   0.44%
Total Amount $5,721,124   100.00% $4,451,717   100.00% $1,269,407   28.51%

 

For the three months ended September 30, 20162017 and 2015,2016, cost of revenue from sales of our Luobuma products was $367,220$581,291 and $400,218,$367,220, respectively, representing a decreasean increase of $32,998$214,071 or 8.25%58.30%. The decreaseincrease of cost of revenue was mainly due to the reduced total production output. Moreover, theincreased sales volume of our health awareness related products. The percentage of the decreaseincrease in cost of revenue was lowerhigher than the decreaseincrease in sales during this period, which resulted from higher unit fixed costprimarily due to decreased production output.

the higher raw material costs for the three months ended September 30, 2017 as compared to the corresponding period in 2016.

 

For the three months ended September 30, 20162017 and 2015,2016, cost of revenue from sales of Chinese medicinal herbal products was $2,437,713$2,585,063 and $2,694,258,$2,437,713, respectively, representing a decreasean increase of $256,545$147,350 or 9.52%6.04%. The increase was mainly due to increased sales orders for the three months ended September 30, 2017 compared to the same period in 2016. The percentage of the decreaseincrease in costscost of revenue was proportional tohigher than the percentage of the decreaseincrease in sales during this period, primarily due to the stable gross margin of our Chinese medicine herbal products.higher raw material and labor costs we incurred in the three months ended September 20, 2017 as compared with those in the corresponding period in 2016.

 

For the three months ended September 30, 20162017 and 2015,2016, cost of revenue from sales of other agricultural products was $1,631,239$2,539,157 and $1,762,402,$1,631,239, respectively, representing a decreasean increase of $131,163$907,918 or 7.44%55.66%. The increase was mainly due to the increase in sales volume of yew trees. Since the second quarter of fiscal 2017, we developed a storage business line which has a relatively high cost compared with sales of our agricultural products, resulting in higher percentage of the decreaseincrease in costs was proportional to the percentagecost of the decrease inrevenue than sales due to the stable gross margin of those products.during this period.

 


Gross Profit

 

The following table sets forth the breakdown of the Company’s gross profit for each of our three segments, for the three months ended September 30, 20162017 and 2015,2016, respectively:   

 

  Three Months Ended September 30,  Variance 
  2016  %  2015  %  Amount  % 
Sales of Luobuma products $366,637   19.15% $691,052   28.65% $(324,415)  (46.95)%
Sales of Chinese medicinal herbal products  730,717   38.16%  773,602   32.06%  (42,885)  (5.54)%
Sales of other agricultural products  817,593   42.69%  947,793   39.29%  (130,200)  (13.74)%
Total Amount $1,914,947   100.00% $2,412,447   100.00% $(497,500)  (0.21)%

  Three Months Ended September 30,  Variance 
  2017  %  2016  %  Amount   %  
Sales of Luobuma products $460,534   22.05% $366,637   19.15% $93,897   25.61%
Sales of Chinese medicinal herbal products  669,689   32.07%  730,717   38.16%  (61,028)  (8.35)%
Sales of other agricultural products  958,147   45.88%  817,593   42.69%  140,554   17.19%
Total Amount $2,088,370   100.00% $1,914,947   100.00% $173,423   9.06%

 

Gross profit from Luobuma product sales decreasedincreased by $324,415$93,897 and gross profit contribution percentage decreasedincreased by 46.95%25.61% for the three months ended September 30, 20162017 as compared to the same period of 2015.2016. The decreaseincrease in gross profit was primarily due to a decreaseincrease in sales volume which led to a higher unit cost and a lower gross profit. In addition,resulting from the Company sold a portionsale of slow-moving products with a price equal to cost, which results inhealth products. The percentage of decreaseincrease in gross profit higherwas lower than the percentage of decreaseincrease in sales duringmainly due to the higher raw material costs for the three months ended September 30, 2017 as compared to the corresponding period in 2016.

Gross profit from sales of Chinese medicinal herbal products had a decrease of $42,885decreased by $61,028 or 8.35% for the three months ended September 30, 20162017 as compared to the same period of 2015, primarily due to decreased sales orders. Thus, contribution percentage of2016. The decrease mainly resulted from higher raw material and labor costs we incurred in gross profit was slightly lower than the percentage of decrease in sales, for the three months ended September 30, 201620, 2017 as compared towith those in the samecorresponding period of 2015.in 2016.

11

 

Gross profit from sales of other agricultural products decreasedincreased by $130,200$140,554 or 17.19% for the three months ended September 30, 20162017 as compared to the same period of 2015.2016. The decreaseincrease was primarily a resultmainly due to the increase in sales volume of decreased sales volume. As mentioned above, the Company faced temporary difficulties in purchasing yew trees from upstream vendors because the vendors had limited stock. Thus, we had relatively higher purchase cost and increased storage business line with lower gross profit.

margin.

 

Expenses

 

The following table sets forth the breakdown of our operating expenses for the three months ended September 30, 20162017 and 2015,2016, respectively:

 

  Three Months Ended September 30,  Variance 
  2017  %  2016  %  Amount  % 
General and administrative expenses $835,551   73.91% $473,764   55.47% $361,787   76.36%
Selling expenses  294,936   26.09%  380,318   44.53%  (85,382)  (22.45)%
Total Amount $1,130,487   100.00% $854,082   100.00% $276,405   32.36%

  Three Months Ended September 30,  Variance 
  2016  %  2015  %  Amount  % 
General and administrative expenses $473,764   55.47% $515,154   51.36% $(41,390)  (8.03)%
Selling and distribution expense  380,318   44.53%  487,882   48.64%  (107,564)  (22.05)%
Total Amount $854,082   100.00% $1,003,036   100.00% $(148,954)  (14.85)%

General and Administrative Expenses

 

For the three months ended September 30, 2016,2017, our general and administrative expenses were $473,764,$835,551, representing a decreasean increase of $41,390$361,787 or 8.03%76.36%, as compared to the same period of 2015.2016. The decreaseincrease was primarily attributable to decreased professional fees, partially offset by the increased rent expense of Zhisheng Agricultural, during the three months ended September 30, 2016 as compareddue to the same periodincorporation of 2015.Tiankunrunze in April 19, 2017 and increased professional service fees, such as attorney’s fees, consulting fees and auditing fees.

 


Selling and Distribution ExpenseExpenses

 

For the three months ended September 30, 2016,2017, our selling and distribution expenses were $380,318,$294,936, representing a decrease of $107,564,$85,382, or 22.05%22.45%, as compared to the same period of 2015.2016. The decrease was primarily due to decreased advertising expense.expenses, salary expenses, and service fees of e-commerce websites, partially offset by increased promotion expenses during the three months ended September 30, 2017 compared to the same period of 2016.

 

Incomefrom Equity Method Investments

 

We formedare 49% participants in two joint ventures namely,with Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd. (“Shaanxi Pharmaceutical Group”): Shaanxi Pharmaceutical Sunsimiao Drugstores Ankang Retail Chain Co., Ltd. (“Sunsimiao Drugstores”), and Shaanxi Pharmaceutical Holding Group Longevity Pharmacy Co., Ltd. (“Shaanxi Longevity Pharmacy”) with Shaanxi Pharmaceutical Group. We obtained a 49% equity interest in each of these two new joint venture companies.. We recorded net income of $161,182$148,458 and $148,600$161,182 from these equity method investments for the three months ended September 30, 20162017 and 2015,2016, respectively. The increasedecrease in net income was primarily due to the higherlower net profit in the two joint ventures in the current period.

 

We hadinvested RMB 14.5 million (approximately $2.2 million) into Tiancang Systematic Warehousing project (“Tiancang Project”) operated by Zhen’Ai Network. The Tiancang Project is currently operational. For the three months ended September 30, 2017 and 2016, we did not record investment income from Zhen’Ai Network.

On November 21, 2016, the Company (the “Investor”) entered into an agreement with Original Lab Inc., a California corporation (the “Investee”), pursuant to which the Investor made a payment of $200,000 to the Investee in exchange for the right to acquire certain shares of the Investee’s common stock and preferred stock. For the three months ended September 30, 2017, the Company did not record investment income from this investment.

12

Purchase Rebate Income

We are party to a supplemental agreement with Shaanxi Pharmaceutical Group. According to the supplemental agreement, the newparticipants in the joint venture companies established by Shaanxi Pharmaceutical Group and Ankang Longevity Group are required to purchase certain raw materials and drug products exclusively from Shaanxi Pharmaceutical Group. In return, Shaanxi Pharmaceutical Group has agreed to compensate Ankang Longevity Group with a preferred distribution equal topurchase rebate of 7% of the total purchases made from Shaanxi Pharmaceutical Group. For the three months ended September 30, 2016,2017, total income of $239,990$368,803 was recognized by Ankang Longevity Group from this supplemental agreement, compared to $191,449$239,990 in the same period in 20152016 due to anthe increase in purchases in the current period.

 

We invested RMB 14.5 million (approximately $2.2 million) into Tiancang Systematic Warehousing project (“Tiancang Project”) operated by Zhen’Ai Network. The Tiancang Project is currently up and running. For the three months ended September 30, 2016 and 2015, Zhisheng Freight did not recognize any investment income from Zhen’Ai Network. 

Interest Income (Expense), net

 

For the three months ended September 30, 2016,2017, our net interest incomeexpense was $32,753$19,185 as compared to $35,268interest income of $32,753 in the same period of 2015.2016. The significant decrease in net interest income mainly reflectedwas primarily due to decreased interest income on the effectloan to Xinyang Yifangyuan Garden Technology Co., Ltd. (“Xinyang Yifangyuan”). Xinyang Yifangyuan paid off the loan of depreciationRMB 3,000,000 in December, 2016. Interest income of foreign currencies in terms of RMB.nil and $56,248 was recognized on the loans for the three months ended September 30, 2017 and 2016, respectively.

Provision for Income Taxes

 

For the three months ended September 30, 20162017 and 2015,2016, the Company’s provision for income taxes decreasedincreased by $99,313$81,221 or 33.00% from $300,94940.28 % to $282,857 for the three months ended September 30, 2015 to2017 from $201,636 for the three months ended September 30, 2016. The decreaseincrease in the Company’s provision for income taxes was primarily due to decreasedincreased taxable income of Tenet-Jove and Ankang Longevity Group for the period indicated.


Net Income

 

Our net income decreased by $85,080$120,334 or 5.81%8.73% for the three months ended September 30, 20162017 as compared to the same period of 2015.2016. The decrease in net income was primarily a result of the decreaseincrease in gross profit,general and administrative expenses, partially offset by the decrease in operating expense and the increase in other income.revenue.

 

Comprehensive Income

The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to US$ is reported in other comprehensive loss in the unaudited condensed consolidated statements of income and comprehensive income (loss). The comprehensive income (loss)was $2,728,131 for the three months ended September 30, 2017, an increase of $1,545,757 from comprehensive income of $1,182,374 for the three months ended September 30, 2016. After deduction of non-controlling interest, the comprehensive income attributable to Shineco, Inc. increased by $1,598,890the Company was $2,705,278 for the three months ended September 30, 2017, compared to comprehensive income of $1,155,748 for the three months ended September 30, 2016 from comprehensive loss of $443,142 for the three months ended September 30, 2015 due to the RMB’s significant weakening against the U.S. dollar during the corresponding period in 2015.2016.

 

Liquidity and Capital Resources

 

We currently finance our business operations primarily through cash provided by operating activitiesflows from operations and bankour initial public offering, as well as from short-term loans. Our current cash primarily consists of cash on hand and cash in bank, which is unrestricted as to withdrawal and use and is deposited with banks in China.

 

On September 28, 2016, we completed the initial public offering of 1,713,190 shares of the Company’s common stock at a price of $4.50 per share for gross proceeds of $7.7 million and net proceeds of approximately $5.4 million. We intend to use 54%, 16%, 25% and 5% of the proceeds received throughfrom our IPO infor the expansion of a high-pressure steam degumming proceed project, development of Ziyang County, China Chinese herbal medicine farm, a processing plants project and development of e-commerce platform projects and working capital, respectively.

 

13

As of September 30, 2016 and June 30, 2016, we possessed cash of $28,669,501 and $22,009,374, respectively.

Management believes that our current cash, cash flows provided by operating activities,from current and future operations, and access to loans will be sufficient to meet our working capital needs for at least the next 12 months. We intend to continue to carefully execute our growth plans and manage market risk.

Treasury Policies

 

We have established treasury policies with the objectives of achieving effective control of treasury operations and of lowering cost of funds. Therefore, funding for all operations and foreign exchange exposure have been centrally reviewed and monitored from the top level. To manage our exposure to fluctuations in exchange rates and interest rates on specific transactions and foreign currency borrowings, currency structured instruments and other appropriate financial instruments will be used to hedge material exposure, if any.

 

Our policy precludes us from entering into any derivative contracts purely for speculative activities. Through our treasury policies, we aim to:

 

(a) Minimize interest risk

 

This is accomplished by loan re-financing and negotiation. We will continue to closely monitor the total loan portfolio and compare the loan margin spread under our existing agreements against the current borrowing interest rates under different currencies and new offers from banks.

 

(b) Minimize currency risk

 

In view of the current volatile currency market, we will closely monitor the foreign currency borrowings at the company level. As of September 30, 20162017 and June 30, 2016,2017, we do not engage in any foreign currency borrowings or loan contracts.

  


Working Capital

 

The following table provides the information about our working capital at September 30, 20162017 and June 30, 2016:2017:

 

  September 30, 2017  June 30, 2017 
       
Current Assets $47,370,175  $44,725,927 
Current Liabilities  5,294,235   5,031,048 
Working Capital $42,075,940  $39,694,879 

  September 30, 2016  June 30, 2016 
       
Current Assets $43,372,696  $35,529,801 
Current Liabilities   7,631,326    6,538,024 
Working Capital $35,741,370  $28,991,777 
14

 

The working capital increased by $6,749,593$2,381,061 or 23.28%6.0% at September 30, 2017 from June 30, 2016 to September 30, 2016,2017, primarily as a result of an increase in cash due to the net proceeds from our initial public offeringbetter operating results during the three months ended September 30, 2016.2017. We believe that we currently have sufficient working capital to run our business.

 

As of September 30, 20162017 and June 30, 2016,2017, the other major componentscomponent of our working capital included inventory andis accounts receivable. Our inventory balance decreased by 12.29%

The accounts receivable as of September 30, 2017 were $13,152,878, a decrease of approximately 9.17% from $4,608,179$14,480,004 as of June 30, 2016 to $4,041,813 as of September 30, 2016, which was2017, mainly due to the decreased work in process of yew trees. The average inventory turnover days of finished goods in our industry ranges from 40 days to 60 days. Our inventory turnover days for raw materials and finished goods were around the industry average, because we tried to manage and control our inventory stockpile.

The accounts receivable, including accounts receivable from unconsolidated entities, as of September 30, 2016 were $7,142,024, an increase of approximately 28.63% from $5,552,242 as of June 30, 2016, mainly due to an increasea decrease of revenue receivable from Qingdao Zhihesheng and Ankang Longevity Group. In January 2017, the Company entered into two accounts receivable repayment plans with two major customers, Qingdao Ship Owners Association and Shaanxi Pharmaceutical Group. The turnover daysGroup, who each agreed to pay RMB 2.0 million ($300,530 as of trade receivables were 89.7 days for the three months ended September 30, 2016, compared to 74.6 days in2017) per month starting from March 2017, and the corresponding period last period. The average turnover daysbalance of accounts receivable in our industry is approximately 40 days.from them as of December 31, 2016 will be paid off before December 31, 2017. As date of September 30, 2016, about 61.7% of our outstandingthis Report, the account receivables from these two major customers were aged within 90 days, which was in compliancecollected under the repayment plan. In the meanwhile, the Company continually made sales transactions with our credit terms.

these two customers.

 

Capital Commitments and Contingencies

 

Capital commitments refer to the allocation of funds for athe possible liabilitypurchase in the near future arising out of capital expenditures.for fixed assets or investment. Contingency refers to a condition that arises from past transactions or events, the outcome of which will be confirmed only by the occurrence or non-occurrence of uncertain futures events.

 

As of September 30, 20162017 and 2015June 30, 2017, we had no material capital commitments or contingent liabilities.

 


Cash Flows

 

The following table provides detailed information about our net cash flows for the three months ended September 30, 20162017 and 2015.2016.

 

  For the three months ended September 30, 
  2016  2015 
  (Restated)    
Net cash provided by operating activities $415,509  $5,674,797 
Net cash provided by (used in) investing activities  (284)  158,979 
Net cash provided by financing activities  6,330,556   93,452 
Effect of exchange rate changes on cash  (85,654)  (331,958)
Net increase in cash  6,660,127   5,595,270 
Cash, beginning of period  22,009,374   6,056,105 
Cash, end of period $28,669,501  $11,651,375 

  For the three months ended September 30, 
  2017  2016 
       
Net cash provided by operating activities $3,685,124  $415,509 
Net cash provided by (used in) investing activities  823,382   (284)
Net cash provided by (used in) financing activities  (415,164)  6,330,556 
Effect of exchange rate changes on cash  481,047   (85,654)
Net increase in cash  4,574,389   6,660,127 
Cash, beginning of period  23,154,551   22,009,374 
Cash, end of period $27,728,940  $28,669,501 

 

Operating Activities

 

Net cash provided by operating activities during the three months ended September 30, 2017 was approximately $3.7 million, consisting of net income of $1.3 million and net changes in our operating assets and liabilities, which mainly included a decrease in accounts receivable of $1.6 million and an increase in advances from customers of $0.7 million. Net cash provided by operating activities during the three months ended September 30, 2016 was approximately $0.4 million, consisting of net income of $1.4 million, net changes in our operating assets and liabilities, which mainly included an increase in accounts receivable of $1.4 million, reduction in inventory of $0.6 million and repayment in advances to suppliers of $0.4 million. Net cash provided by operating activities during the three months ended September 30, 2015 was approximately $5.7 million, consisting of net income of $1.5 million and net changes in our operating assets and liabilities, which mainly included collection in accounts receivable of $2.4 million, reduction in inventory of $1.0 million and decrease in advance to suppliers of $0.4 million.

15

 

Investing Activities

 

For the three months ended September 30, 2016,2017, net cash provided by investing activities amounted to $823,382 as compared to net cash used in investing activities amounted toof $284 as compared to net cash provided by investing activities of $158,979 for the same period of 2015.2016. The decreaseincrease in net cash provided by investing activities was primarily due to collections on loans to related parties of $130,495, partially offset by loan advances to third parties of $108,648 for$0.8 million during the three months ended September 30, 2016.2017.

Financing Activities

 

For the three months ended September 30, 2016,2017, net cash provided byused in financing activities amounted to $6,330,556,$0.4 million, as opposed to net cash provided by financing activities of $93,452$6.3 million for the same period of 2015.2016. The increasedecrease of $6.7 million in net cash provided by financing activities was primarily due to net repayment of short-term loans of $0.5 million for the three months ended September 30, 2017 and net proceeds from our initial public offering of $5,394,549$5.4 million for the three months ended September 30, 2016.


ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a small reporting company, we are not required to provide the information required by this item.

  

ITEM 4.CONTROLS AND PROCEDURES

 

(a)Evaluation of Controls and Procedures

 

We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on our review, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this reportReport due to following material weaknesses:

 

·   Lack ofThe Company does not have U.S. GAAP full-time U.S. GAAPqualified personnel in the accounting department to monitor the recording of the daily transactions; and,

 

·       Lack of segregation of duties for accounting personnel who prepared and reviewed the journal entries.

·       Failure to record properly certain expenses associated with our initial public offering, which resulted in a need to restate this quarterly report.

 

In order to address the above material weaknesses, our management plans to take the following steps:

 

·      Recruiting sufficient qualified professionals with appropriate levels of knowledge of U.S. GAAP and experience to assist in reviewing and resolving accounting issues in routine or complex transactions. To mitigate the reporting risks, we engaged an outside professional consulting firm to supplement our efforts to improve our internal control over financial reporting;

 

·       Improving the communication between management, our board of directors and the Chief Financial Officer; and

 

·      Obtaining proper approval for other significant and non-routine transactions from the Board of Directors.

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The Company believes the foregoing measures will remediate the identified material weaknesses in future periods. The Company is committed to monitoring the effectiveness of these measures and making any changes that are necessary and appropriate.

 

(b)Changes in Internal Control over Financial Reporting

 

ThereOther than described above, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during our thirdfirst fiscal quarter of 2016.2018. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

  


PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time,Other than ordinary routine litigation (of which we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently involved), we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation, and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to any litigationour company except as set forth below:

On May 16, 2017, Bonwick Capital Partners, LLC (“Plaintiff”) commenced a lawsuit (Case No. 1:17-cv-03681-PGG) against the outcome of which, if determined adversely to us, would individually orCompany in the aggregate be reasonably expectedUnited States District Court for the Southern District of New York. Plaintiff alleges that the Company entered into an agreement with Plaintiff (the “Agreement”), pursuant to have a material adverse effect on our business, operating results, cash flows orwhich Plaintiff was to provide the Company with financial condition.advisory services in connection with the Company’s initial public offering in the United States. Plaintiff alleges that the Company breached the Agreement and seeks money damages up to $6 million. The Company believes that these claims are without merit and intends to vigorously defend itself.

 

ITEM 1A.RISK FACTORS.

 

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

 

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

 

None.

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.OTHER INFORMATION.

None.

  

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On November 4, 2016 the Company moved its executive offices to Room 1001, Building T5, DaZu Square, Daxing District, Beijing.

 

ITEM 6.EXHIBITS

 

Exhibit
Number
 Description
3.1 Certificate of Incorporation of Shineco, Inc.(1)
3.2 Amended and Restated Bylaws of Shineco, Inc.(1)
4.1 Specimen Common Stock Share Certificate(2)
31.1 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
   
101. INS XBRL Instance Document *
101. SCH XBRL Taxonomy Extension Schema Document *
101. CAL XBRL Taxonomy Extension Calculation Linkbase Document*
101. DEF XBRL Taxonomy Extension Definition Linkbase Document*
101. LAB XBRL Taxonomy Extension Label Linkbase Document*
101. PRE XBRL Taxonomy Extension Presentation Linkbase Document*

 

* Filed herewith.

   

(1)Incorporated by reference to the Amendment No. 1 to Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on July 1, 2015.

 

(2)Incorporated by reference to the Amendment No. 5 to Registration Statement on Form S-1 filed by the Company with the SEC on January 27, 2016.

 

36 

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SIGNATURES

 

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

 

 SHINECO, INC.
   
Dated: May 12,November 14, 2017By:/s/ Yuying Zhang
  Yuying Zhang
  Chief Executive Officer
  (Principal Executive Officer)
   
Dated: May 12,November 14, 2017By:/s/ SamSai (Sam) Wang
  SamSai (Sam) Wang
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 


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