10-Q 1 f10q0619_yewbiopharmgroup.htm QUARTERLY REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019 

 

OR

 

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

 

FOR THE TRANSITION PERIOD FROM                       TO

 

COMMISSION FILE NUMBER 000-54701

 

YEW BIO-PHARM GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   26-1579105
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

9460 Telstar Avenue, Suite 6

El Monte, California 91731

(Address of principal executive offices) (Zip Code)

 

(626) 401-9588

(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), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

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

 

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

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging Growth Company

 

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

 

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

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   YEWB   OTC Markets Group

 

As of August 13, 2019, there were 51,700,000 shares, $0.001 par value per share, of the registrant’s common stock outstanding. 

 

 

 

 

 

 

YEW BIO-PHARM GROUP, INC.

 

FORM 10-Q

 

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2019

 

TABLE OF CONTENTS

 

   

Page

Number

 
PART I. FINANCIAL INFORMATION
 
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1
     
  CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2019 (UNAUDITED) AND DECEMBER 31, 2018 1
     
  CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018 2
     
  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018 3
     
  CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED) FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018 4
     
  NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 5
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22
     
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 34
     
ITEM 4. CONTROLS AND PROCEDURES 34
 
PART II. OTHER INFORMATION
   
ITEM 1. LEGAL PROCEEDINGS 35
     
ITEM 1A. RISK FACTORS 35
     
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 35
     
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 35
     
ITEM 4. MINE SAFETY DISCLOSURES 35
     
ITEM 5. OTHER INFORMATION 35
     
ITEM 6. EXHIBITS 35

 

i

 

 

Forward-Looking Statements

 

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are “forward-looking statements”, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

 

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not limited to:

 

risks related to our ability to collect amounts owed to us by some of our largest customers;
   
our ability to continue to purchase yew cuttings from our various suppliers at relatively stable prices;
   
our dependence on a small number of customers for our yew raw materials, including a related party ;
   
our dependence on a small number of customers for our yew trees for reforestation;
   
our ability to market successfully yew raw materials used in the manufacture of traditional Chinese medicine (“TCM”);
   
industry-wide market factors and regulatory and other developments affecting our operations;
   
our ability to sustain revenues should the Chinese economy slow from its current rate of growth;
   
continued preferential tax treatment for the sale of yew trees and potted yew trees;

 

uncertainties about involvement of the Chinese government in business in the People’s Republic of China (the “PRC” or “China”) generally; and
   
any change in the rate of exchange of the Chinese Renminbi (“RMB”) to the U.S. dollar, which could affect currency translations of our results of operations, which are earned in RMB but reported in dollars;
   
industry-wide market factors and regulatory and other developments affecting our operations;
   
any impairment of any of our assets;
   
a slowdown in the Chinese economy; and
   
risks related to changes in accounting interpretations.

 

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see the section entitled “Risk Factors”, beginning on page 13 of our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities & Exchange Commission (“SEC”) on May 7, 2019.

 

ii

 

 

PART I

FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

YEW BIO-PHARM GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   June 30,
2019
  

December 31,

2018

 
   (Unaudited)     
ASSETS        
CURRENT ASSETS:        
Cash  $156,437   $521,670 
Accounts receivable   9,597,600    17,167 
Accounts receivable - related parties, net of allowance for doubtful account $453,600 and $837,929   6,192,082    4,579,666 
Inventories, net   80,016    6,204,954 
Prepaid expenses - related parties   17,989    32,318 
Prepaid expenses and other assets   453,435    47,530 
VAT recoverables   1,173,416    985,831 
Total Current Assets   17,670,975    12,389,136 
           
LONG-TERM ASSETS:          
Long-term inventories, net   1,729,237    1,824,128 
Property and equipment, net   489,925    518,650 
Intangible assets   45,991    45,359 
Land use rights and yew forest assets, net   38,140,392    34,914,793 
Advance to suppliers for yew forest assets   7,574    - 
Advance to suppliers - related parties for yew forest assets   131,088    - 
Operating lease right-of-use assets   297,727    - 
           
Total Long-term Assets   40,841,934    37,302,930 
           
Total Assets  $58,512,909   $49,692,066 
LIABILITIES AND SHAREHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Accounts payable  $88,756   $268,359 
Payable for acquisition of yew forests   1,770,367    - 
Advance from customers   146    145 
Advance from customers - related party   2,764,984    21,295 
Accrued expenses and other payables   589,532    244,043 
Taxes payable   209,086    189,617 
Due to related parties   611,792    580,016 
Short-term borrowings   8,084,869    5,758,517 
Current maturities of operating lease liabilities   35,489    - 
           
Total Current Liabilities   14,155,021    7,061,992 
           
NONCURRENT LIABILITIES:          
Taxes payable   1,088,194    1,202,741 
Deferred income   340,830    340,294 
Operating lease liabilities   252,513    - 
Total Noncurrent Liabilities   1,681,537    1,543,035 
Total Liabilities   15,836,558    8,605,027 
           
COMMITMENTS AND CONTINGENCIES          
           
SHAREHOLDERS’ EQUITY:          
Common Stock ($0.001 par value; 140,000,000 shares authorized; 51,700,000 and 52,075,000 shares issued and outstanding at June 30, 2019 and December 31, 2018)   51,700    52,075 
Additional paid-in capital   9,680,988    9,953,494 
Retained earnings   30,778,682    28,965,217 
Statutory reserves   3,762,288    3,762,288 
Accumulated other comprehensive income - foreign currency translation adjustment   (1,597,307)   (1,646,035)
           
Total Shareholders’ Equity   42,676,351    41,087,039 
           
Total Liabilities and Shareholders’ Equity  $58,512,909   $49,692,066 

 

See notes to these unaudited consolidated financial statements.

 

1

 

 

YEW BIO-PHARM GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

  

For the Three Months Ended

June 30,

  

For the Six Months Ended

June 30,

 
   2019   2018   2019   2018 
REVENUES:                
Revenues  $9,782,457   $142,412   $9,815,938   $174,670 
Revenues - related parties   2,782,765    14,677,956    14,263,288    17,676,836 
                     
Total Revenues   12,565,222    14,820,368    24,079,226    17,851,506 
                     
COST OF REVENUES:                    
Cost of revenues   9,829,839    89,337    9,856,507    102,243 
Cost of revenues - related parties   2,089,325    11,377,474    12,418,132    13,916,411 
                     
Total Cost of Revenues   11,919,164    11,466,811    22,274,639    14,018,654 
                     
GROSS PROFIT   646,058    3,353,557    1,804,587    3,832,852 
                     
OPERATING EXPENSES:                    
Selling, General and administrative   218,433    224,793    513,404    482,172 
Bad debt recovery   (708,576)   -    (390,292)   - 
Stock based compensation   -    1,062,507    -    1,065,000 
                     
Total Operating Expenses   (490,143)   1,287,300    123,112    1,547,172 
                     
INCOME FROM OPERATIONS   1,136,201    2,066,257    1,681,475    2,285,680 
                     
OTHER INCOME (EXPENSES):                    
Interest expense   (93,035)   (69,077)   (181,744)   (137,110)
Other income   248,768    3,022    291,785    90,325 
Exchange income (loss)   174,370    (387,014)   73,436    (476,701)
                     
Total Other Income (Expenses)   330,103    (453,069)   183,477    (523,486)
                     
INCOME BEFORE PROVISION FOR INCOME TAXES   1,466,304    1,613,188    1,864,952    1,762,194 
PROVISION FOR INCOME TAXES   (29,881)   -    (51,487)   - 
NET INCOME  $1,436,423   $1,613,188   $1,813,465   $1,762,194 
                     
COMPREHENSIVE INCOME:                    
NET INCOME  $1,436,423   $1,613,188   $1,813,465   $1,762,194 
OTHER COMPREHENSIVE INCOME (LOSS):                    
Foreign currency translation adjustment   (976,156)   (2,400,809)   48,728    (844,005)
                     
COMPREHENSIVE INCOME (LOSS)  $460,267   $(787,621)  $1,862,193   $918,189 
                     
NET INCOME PER COMMON SHARE:                    
Basic  $0.03   $0.03   $0.03   $0.03 
Diluted  $0.03   $0.03   $0.03   $0.03 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                    
Basic   51,700,000    51,875,000    51,822,238    51,875,000 
Diluted   51,700,000    55,866,258    51,822,238    55,502,609 

 

See notes to these unaudited consolidated financial statements.

 

2

 

 

YEW BIO-PHARM GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

  

For the Six Months Ended

June 30,

 
   2019   2018 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income  $1,813,465   $1,762,194 
Adjustments to reconcile net income to net cash provided by operating activities:          
Bad debt recovery   (390,292)   - 
Other Income- DMSU   (241,404)   - 
Depreciation   30,239    30,050 
Inventory Write-down   133,012    - 
Stock-based compensation   -    1,065,000 
Amortization of land use rights and yew forest assets   791,954    598,366 
Sale of yew forest assets as inventory   3,814,313    - 
Changes in operating assets and liabilities:          
Accounts receivable   (9,696,019)   10,037,898 
Accounts receivable - related parties   (992,849)   9,542,974 
Prepaid expenses and other current assets   (410,680)   (21,862)
Prepaid expenses - related parties   14,553    13,543 
Inventories   6,169,697    3,297,088 
VAT recoverables   (188,275)   (855,373)
Accounts payable   (179,578)   15,301 
Accounts payable - related parties   -    (365,562)
Accrued expenses and other payables   339,449    272,245 
Advance from customers-related party   2,776,697    - 
Due to related parties   1,622    (32,370)
Taxes payable   (95,077)   (52)
           
NET CASH PROVIDED BY OPERATING ACTIVITIES   3,690,827    25,359,440 
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Prepayments made for purchase of yew forest assets   (7,665)   - 
Prepayments made to related party for purchase of yew forest assets   (132,667)   (372,098)
Purchase of property and equipment   (379)   - 
Purchase of land use rights and yew forest assets   (6,296,954)   (23,681,125)
           
NET CASH USED IN INVESTING ACTIVITIES   (6,437,665)   (24,053,223)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from short-term borrowings   5,234,081    3,156,000 
Repayment of short-term borrowings   (2,850,000)   (4,432,593)
Proceeds from related party   30,000    - 
           
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES   2,414,081    (1,276,593)
           
EFFECT OF EXCHANGE RATE ON CASH   (32,476)   (116,685)
           
NET INCREASE (DECREASE) IN CASH   (365,233)   (87,061)
           
CASH - Beginning of period   521,670    859,830 
           
CASH - End of period  $156,437   $772,769 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:          
Cash paid for:          
Interest  $159,559   $104,208 
Income taxes  $136,034   $- 
NON-CASH INVESTING AND FINANCING ACTIVITIES          
Operating expenses paid by related party  $884   $4,555 
Payable for acquisition of yew forests   1,791,687    - 

 

See notes to these unaudited consolidated financial statements.

 

3

 

 

YEW BIO-PHARM GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

 

  

Common Stock,

Par Value $0.001

   Additional           Accumulated Other   Total 
  

Number of

Shares

   Amount  

paid-in

Capital

  

Retained

Earnings

  

Statutory

Reserve

  

Comprehensive

Income (Loss)

  

Shareholders’

Equity

 
                             
Balance, December 31, 2017   51,875,000   $51,875   $10,363,412   $30,287,658   $3,762,288   $706,628   $45,171,861 
Stock-based compensation             2,493                   2,493 
                                    
Net income                  149,006              149,006 
                                    
Foreign currency translation adjustment                            1,556,804    1,556,804 
                                    
Balance, March 31, 2018   51,875,000    51,875    10,365,905    30,436,664    3,762,288    2,263,432    46,880,164 
                                    
Stock-based compensation             1,062,507                   1,062,507 
                                    
Net income                  1,613,188              1,613,188 
                                    
Foreign currency translation adjustment                            (2,400,809)   (2,400,809)
                                    
Balance, June 30, 2018   51,875,000    51,875    11,428,412    32,049,852    3,762,288    (137,377)   47,155,050 

 

   Common Stock,
Par Value $0.001
   Additional           Accumulated Other   Total 
   Number of Shares   Amount   paid-in Capital   Retained Earnings   Statutory Reserve    Comprehensive Income (Loss)   Shareholders’ Equity 
                             
Balance, December 31, 2018   52,075,000   $52,075   $9,953,494   $28,965,217   $3,762,288   $(1,646,035)  $41,087,039 
Cancellation of common stocks   (375,000)   (375)   375                   - 
                                    
Net income                  377,042              377,042 
                                    
Foreign currency translation adjustment                            1,024,884    1,024,884 
                                    
Balance, March 31, 2019   51,700,000   $51,700   $9,953,869   $29,342,259   $3,762,288   $(621,151)  $42,488,965 
Cancellation of common stocks                                 - 
                                    
Net income                  1,436,423              1,436,423 
                                    
Purchase of yew forest assets from entity under common control with price over carrying amount             (272,881)                  (272,881)
                                    
Foreign currency translation adjustment                            (976,156)   (976,156)
                                    
Balance, June 30, 2019   51,700,000   $51,700   $9,680,988   $30,778,682   $3,762,288   $(1,597,307)  $42,676,351 

 

See notes to these unaudited consolidated financial statements

 

4

 

 

YEW BIO-PHARM GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

 

NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated financial statements of Yew Bio-Pharm Group, Inc. (individually “YBP” and collectively with its subsidiaries and operating variable interest entity, the “Company”). The accompanying unaudited interim consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2018.

 

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of June 30, 2019, and the results of operations and cash flows for the six-month periods ended June 30, 2019 and 2018, have been presented.

 

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company continually evaluates its estimates, including those related to bad debts, inventories, income taxes, and the valuation of equity transactions. The Company bases its estimates on historical experience and on various other assumptions that it believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

 

Certain amounts from prior period financial statements have been reclassified to conform to the current period presentation. This reclassification has resulted in no changes to the Company’s financial position or results of operations presented.

 

5

 

 

Details of the Company’s subsidiaries, variable interest entity (“VIE”) and VIE’s subsidiary are as follows:

 

Name   Domicile and Date of Incorporation  

Registered

Capital

 

Effective

Ownership

 

Principal

Activities

Heilongjiang Jinshangjing Bio-Technology Development Co., Limited (“JSJ”)   PRC
October 29, 2009
  US$100,000   100%   Holding company
Yew Bio-Pharm Holdings Limited (“Yew Bio-Pharm (HK)”)   Hong Kong
November 29, 2010
  HK$10,000   100%   Holding company of JSJ
Harbin Yew Science and Technology Development Co., Ltd. (“HDS”)   PRC
August 22, 1996
  RMB45,000,000   Contractual arrangements   Sales of yew tree components for use in pharmaceutical industry; sales of yew tree seedlings; the manufacture of yew tree wood handicrafts; and the sales of candle, pine needle extract, yew essential oil soap, complex taxus cuspidate extract, and northeast yew extract
Harbin Yew Food Co., Ltd (“HYF”)   PRC
November 4, 2014
  RMB100,000   100%(1)   Sales of wood ear mushroom drink
MC Commerce Holding Inc. (“MC”)   State of California,
United State
June 8, 2016
      100%(2)   Sales of yew oil candles and yew oil soaps

 

(1)Wholly-owned subsidiary of HDS

   

(2)51% owned by YBP and 49% owned by HDS

 

6

 

 

NOTE 2 - PRINCIPLES OF CONSOLIDATION

 

The consolidated financial statements include the financial statements of YBP, its subsidiaries and operating VIE and its subsidiary in which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated on consolidation.

 

Pursuant to a restructuring plan intended to ensure compliance with applicable PRC laws and regulations (the “Second Restructure”), on November 5, 2010, JSJ entered into a series of contractual arrangements (the “Contractual Arrangements”) with HDS and/or Zhiguo Wang, his wife Guifang Qi and Xingming Han (collectively with Mr. Wang and Madame Qi, the “HDS Shareholders”), as described below:

 

Exclusive Business Cooperation Agreement. Pursuant to the Exclusive Business Cooperation Agreement between JSJ and HDS (the “Business Cooperation Agreement”), JSJ has the exclusive right to provide to HDS general business operation services, including advice and strategic planning, as well as consulting services related to technology, research and development, human resources, marketing and other services deemed necessary (collectively, the “Services”). Under the Business Cooperation Agreement, JSJ has exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of the Business Cooperation Agreement, including but not limited to copyrights, patents, patent applications, software and trade secrets. HDS shall pay to JSJ a monthly consulting service fee (the “Service Fee”) in RMB that is equal to 100% of the monthly net income of HDS. Upon the prior written consent by JSJ, the rate of Service Fee may be adjusted pursuant to the operational needs of HDS. Within 30 days after the end of each month, HDS shall (a) deliver to JSJ the management accounts and operating statistics of HDS for such month, including the net income of HDS during such month (the “Monthly Net Income”), and (b) pay 80% of such Monthly Net Income to JSJ (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, HDS shall (a) deliver to JSJ financial statements of HDS for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by JSJ, and (b) pay an amount to JSJ equal to the shortfall, if any, of the aggregate net income of HDS for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by HDS to JSJ in such fiscal year. HDS also granted an irrevocable and exclusive option to JSJ to purchase any and all of the assets of HDS, to the extent permitted under PRC law, at the lowest price permitted by PRC law. Unless earlier terminated in accordance with the provisions of the Business Cooperation Agreement or other agreements separately executed between JSJ and HDS, the Business Cooperation Agreement is for a term of ten years and expires on November 5, 2020; however, the term of the Business Cooperation Agreement may be extended if confirmed in writing by JSJ prior to the expiration of the term thereof. The period of the extended term shall be determined exclusively by JSJ and HDS shall accept such extended term unconditionally. Unless JSJ commits gross negligence, or a fraudulent act, against HDS, HDS shall not terminate the Business Cooperation Agreement prior to the expiration of the term, including any extended term. Notwithstanding the foregoing, JSJ shall have the right to terminate the Business Cooperation Agreement at any time upon giving 30 days’ prior written notice to HDS.
   
Exclusive Option Agreement. Under an Exclusive Option Agreement among JSJ, HDS and each HDS Shareholder (individually, an “Option Agreement”), the terms of which are substantively identical to each other, each HDS Shareholder has granted JSJ or its designee the irrevocable and exclusive right to purchase, to the extent permitted under PRC law, all or any part of the HDS Shareholder’s equity interests in HDS (the “Equity Interest Purchase Option”) for RMB10. If an appraisal is required by PRC laws at the time when and if JSJ exercises the Equity Interest Purchase Option, the parties shall negotiate in good faith and, based upon the appraisal, make a necessary adjustment to the purchase price so that it complies with any and all then applicable PRC laws. Without the consent of JSJ, the HDS Shareholders shall not sell, transfer, mortgage or dispose of their respective shares of HDS stock. Additionally, without the prior consent of JSJ, the HDS Shareholders shall not in any manner supplement, change or amend the articles of association and bylaws of HDS, increase or decrease its registered capital, change the structure of its registered capital in any other manner, or engage in any transactions that could materially affect HDS’ assets, liabilities, rights or operations, including, without limitation, the incurrence or assumption of any indebtedness except incurred in the ordinary course of business, execute any major contract over RMB500,000, sell or purchase any assets or rights, incur of any encumbrance on any of its assets or intellectual property rights in favor of a third party or transfer of any agreements relating to its business operation to any third party. The term of each Option Agreement is ten years commencing on November 5, 2020 and may be extended at the sole election of JSJ.

 

7

 

 

Equity Interest Pledge Agreement. In order to guarantee HDS’s performance of its obligations under the Business Cooperation Agreement, each HDS Shareholder, JSJ and HDS entered into an Equity Interest Pledge Agreement (individually, a “Pledge Agreement”), the terms of which are substantially similar to each other. Pursuant to the Pledge Agreement, each HDS Shareholder pledged all of his or her equity interest in HDS to JSJ. If HDS or the HDS Shareholders breach their respective contractual obligations and such breach is not remedied to the satisfaction of JSJ within 20 days after the giving of notice of breach, JSJ, as pledgee, will be entitled to exercise certain rights, including the right to foreclose upon and sell the pledged equity interests. During the term of the Pledge Agreement, the HDS Shareholder shall not transfer his or her equity interest in HDS or place or otherwise permit any other security interest of other encumbrance to be placed on such equity interest. Upon the full payment of the Service Fee under the Business Cooperation Agreement and upon the termination of HDS’s obligations thereunder, the Pledge Agreement shall be terminated.
   
Power of Attorney. Under the Power of Attorney executed by each HDS Shareholder (each, a “Power of Attorney”), the terms of which are substantially similar to each other, JSJ has been granted an exclusive, irrevocable power of attorney to take actions in the place and stead of the HDS Shareholders, to act on behalf of the HDS Shareholder as his or her exclusive agent and attorney with respect to all matters concerning the HDS Shareholder’s equity interests in HDS, including without limitation, the right to: 1) attend shareholders’ meetings of HDS; 2) exercise all the HDS Shareholders’ rights, including voting rights under PRC laws and HDS’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of the HDS Shareholder’s equity interests in HDS in whole or in part; and 3) designate and appoint on behalf of the HDS Shareholders the legal representative, executive director, supervisor, manager and other senior management of HDS.

 

To the extent that the Contractual Arrangements are enforceable under PRC law, as from time to time interpreted by relevant state agencies, they constitute the valid and binding obligations of each of the parties to each such agreement.

 

The Company believes that HDS is considered a VIE under ASC 810 “Consolidation”, because the equity investors in HDS no longer have the characteristics of a controlling financial interest, and the Company, through JSJ, is the primary beneficiary of HDS and controls HDS’s operations. Accordingly, HDS has been consolidated as a deemed subsidiary into YBP as a reporting company under ASC 810.

 

8

 

 

YBP has no direct or indirect legal or equity ownership interest in HDS. However, through the Contractual Arrangements, the stockholders of HDS have assigned all their rights as stockholders, including voting rights and disposition rights of their equity interests in HDS to JSJ, our indirect, wholly-owned subsidiary. YBP is deemed to be the primary beneficiary of HDS and the financial statements of HDS are consolidated in the Company’s consolidated financial statements. At June 30, 2019 and December 31, 2018, the carrying amount and classification of the assets and liabilities in the Company’s balance sheets that relate to the Company’s variable interest in the VIE and VIE’s subsidiary are as follows:

 

  

June 30,

2019

  

December 31,

2018

 
Assets        
Cash  $100,475   $478,293 
Accounts receivable   9,597,600    - 
Accounts receivable - related parties, net of allowance for doubtful account $453,600 and $837,929   6,192,082    4,579,666 
Inventories (current and long-term), net   553,287    6,567,144 
Prepaid expenses and other assets   435,525    34,492 
Advance to suppliers   7,574    - 
Advance to suppliers - related parties   131,088    - 
Prepaid expenses - related parties   17,989    32,318 
Property and equipment, net   479,635    506,949 
Long-term investment in MC   2,820,180    2,449,757 
Land use rights and yew forest assets, net   38,140,392    34,914,793 
Operating lease right of use   269,338    - 
VAT recoverables   1,173,416    985,831 
Total assets of VIE and its subsidiary  $59,918,581   $50,549,243 
Liabilities          
Accrued expenses and other payables  $582,482   $237,114 
Accounts payable   13,843    10,410 
Payable for acquisition of yew forests   1,770,367    - 
Advance from customer   146    145 
Advance from customer-related party   2,764,984    21,295 
Short-term borrowings   8,084,869    5,758,517 
Operating lease liability- current   9,179    - 
Operating lease liability- noncurrent   251,162    - 
Deferred income   340,830    340,294 
Due to related parties and VIE holding companies   645,843    658,501 
Total liabilities of VIE and its subsidiary  $14,463,705   $7,026,276 

 

Recently Adopted Accounting Pronouncements

 

In February 2016, the Financial Accounting Standards Board ("FASB") issued new leasing guidance ("Topic 842") that replaced the existing lease guidance ("Topic 840"). Topic 842 established a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. This guidance also expanded the requirements for lessees to record leases embedded in other arrangements and the required quantitative and qualitative disclosures surrounding leases.

 

The Company adopted Topic 842 on its effective date of January 1, 2019 using a modified retrospective transition approach; as such, Topic 842 will not be applied to periods prior to adoption and the adoption had no impact on the Company's previously reported results. The Company elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed the Company to carry forward its identification of contracts that are or contain leases, its historical lease classification and its accounting for initial direct costs for existing leases. The impact of adopting Topic 842 was not material to the Company’s result of operations or cash flows for the six months ended June 30, 2019. The Company recognized operating lease liabilities of approximately $350,000 upon adoption, with corresponding ROU assets on its balance sheet.

 

Recently Issued Accounting Pronouncements Not Yet Adopted 

 

In June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, rather than the “incurred loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments. ASU 2016-13 is effective for public entities for annual periods beginning after December 15, 2019, and interim periods within those annual periods. The Company is evaluating the impact of the adoption of ASU 2016-13 on its financial position and results of operations.

 

9

 

 

NOTE 3 - REVENUE RECOGNITION

 

The Company accounts for revenue arising from contracts and customers in accordance with Accounting Standards Update (ASU or Update) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), which was adopted on January 1, 2018 using the full retrospective method. The adoption of ASC 606 did not impact the Company’s previously reported financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings.

 

Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods promised within each contract and determines those that are performance obligations and assesses whether each promised good is distinct. The Company then recognizes as revenue the amount of the transaction price, which is allocated to the respective performance obligation, when the performance obligation is satisfied. Generally, the Company’s performance obligations are satisfied when the customers take possession of the products, which normally occurs upon shipment or delivery depending on the terms of the contracts. 

 

In general, the Company's products within its segments are aligned according to the nature and economic characteristics of its products and provide meaningful disaggregation of each business segment's results of operations. Disaggregation of revenue by business segment are included in Note 12 - SEGMENT INFORMATION.  

 

NOTE 4 - INVENTORIES 

 

Inventories consisted of raw materials, finished goods including handicrafts, yew essential oil soap, complex cuspidate extract, composite northeast yew extract, yew candles and pine needle extracts, yew seedlings and other trees, which consist of larix, spruce and poplar trees. The Company classifies its inventories based on its historical and anticipated levels of sales; any inventory in excess of its normal operating cycle of one year is classified as long-term on its consolidated balance sheets. As of June 30, 2019 and December 31, 2018 inventories consisted of the following:

 

   June 30, 2019   December 31, 2018 
   Current portion   Long-term portion   Total   Current portion   Long-term portion   Total 
Raw materials  $17,008   $93,022   $110,030   $40,240   $92,801   $133,041 
Finished goods   95,710    2,835,889    2,931,599    6,194,707    2,794,335    8,989,042 
Yew seedlings   -    -    -    -    16,023    16,023 
Total   112,718    2,928,911    3,041,629    6,234,947    2,903,159    9,138,106 
                               
Inventory write-down   (32,702)   (1,199,674)   (1,232,376)   (29,993)   (1,079,031)   (1,109,024)
Inventories, net  $80,016   $1,729,237   $1,809,253   $6,204,954   $1,824,128   $8,029,082 

 

10

 

 

Inventories as of June 30, 2019 and December 31, 2018 consisted of the inventory purchased from related parties are as follows:

 

   June 30,   December 31, 
   2019   2018 
Inventories, net  $46,507   $182,905 
Inventories - related parties, net   33,509    6,022,049 
Total  $80,016   $6,204,954 

 

   June 30,   December 31, 
   2019   2018 
Long-term inventories, net  $934,392   $894,357 
Long-term inventories - related parties, net   794,845    929,771 
Total  $1,729,237   $1,824,128 

 

NOTE 5 - TAXES

 

Federal Income Tax and Enterprise Income Taxes 

 

The table below summarizes the difference between the U.S. statutory federal tax rate and the Company’s effective tax rate for the six months ended June 30, 2019 and 2018:

 

  

Six Months Ended

June 30,

 
   2019   2018 
U.S. federal income tax rate   21.00%   21.00%
Tax rate difference   4.81%   0.00%
Loss not subject income tax   2.90%   15.42%
PRC tax exemption and reduction   (30.16)%   (36.42)%
GILTI   (1.60)%   -%
Others   0.29%   -%
Effective tax rate   (2.76)%   - 

 

The U.S. Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Tax Act among other changes, reduces the U.S. federal corporate tax rate from 35% to 21%, eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. The Company has determined the implication of the tax rate reduction does not have any impact on the consolidated financial statements. One-time transition tax is based on the Company’s total post-1986 earnings and profits (“E&P”) that it previously deferred from U.S. income taxes. The Company completed its calculation and recorded $1,431,835 of the transition tax on undistributed earnings of non-U.S. subsidiaries during the year ended December 31, 2018. As of June 30, 2019 and December 31, 2018, the Company had current income tax payable of $114,547 and $114,547 and noncurrent income tax payable of $1,088,194 and $1,202,741.

 

In addition, the 2017 Tax Act also creates a new requirement that certain income (i.e., Global Intangible Low-Taxed Income (“GILTI”)) earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFCs’ U.S. shareholder income. GILTI is the excess of the shareholder’s net CFC tested income over the net deemed tangible income return, which is currently defined as the excess of (1) 10 percent of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income. The Company has elected to recognize the tax on GILTI as a period expense in the period the tax is incurred. For the six months ended June 30, 2019 and 2018, the GILTI tax expense was $30,000 and nil, respectively. As of June 30, 2019 and December 31, 2018, the Company had GILTI tax payable approximately of $90,000 and $60,000.

 

11

 

 

NOTE 6 - SHORT-TERM BORROWINGS

 

On November 10, 2016, HDS entered into a loan agreement with Shanghai Pudong Development Bank (“SPD Bank”) Harbin Branch, pursuant to which the Company obtained a bank loan in the amount of RMB1,970,000 (approximately $290,000), payable on November 9, 2017. HDS paid off the loan in full on November 9, 2017. On November 15, 2017, HDS obtained another loan in the amount of RMB10,000,000 (approximately $1,509,000), payable on October 20, 2018. The loan carries an interest rate of 4.100% per annum and is payable at maturity. The proceeds of the loan were used by the Company to purchase raw materials. Madam Qi has secured the loan with her personal assets. In addition, Yew Pharmaceutical, Zhiguo Wang, Yicheng Wang, and Yuqi Mao, the spouse of Yicheng Wang provided guarantees to the loan. HDS paid off the loan in full as the loan expired.

 

On December 22, 2016, HDS entered into a credit agreement with China Everbright Bank (“CEB”) which agreed to provide credit line of RMB20,000,000 (approximately $2,880,000) to the Company for the period of three years. These loans carry interest rates ranging from 4.30% to 4.80% per annum and the interests are payable when the loans are due. The loans with CEB are secured by properties and land use rights of Yew Pharmaceutical. In addition, Zhiguo Wang, Madame Qi, Yew Pharmaceutical, and ZTC provided guarantees to the loan. During the six months ended June 30, 2019 and 2018, the Company obtained short-term loans from CEB in the total amount of $2,929,000 and $3,156,000, respectively, under this credit agreement and paid off in the total amount of $2,850,000 and $2,870,000, respectively. As of June 30, 2019 and December 31, 2018, the balance of loans borrowed from CEB was $2,929,000 and $2,851,000, respectively.

 

On August 6, 2018, HDS entered into a loan agreement with Bank of Yingkou Harbin Branch (“Yingkou Bank”), pursuant to which HDS obtained a bank loan in the amount of RMB15,000,000 (approximately $2,185,000 at June 30, 2019), payable on August 5, 2019. The loan carries an interest rate of 5.4375% per annum and is payable monthly. Heilongjiang Zishan Technology Co., Ltd. (“ZTC”), a related party controlled by Zhiguo Wang and his wife Madame Qi, collateralized its buildings and land use right with Yingkou Bank to secure the loan. In addition, HEFS, HBP, Yew Pharmaceutical, and ZTC provided guarantees to the loan.

 

On August 27, 2018, HDS entered into a loan agreement with Yingkou Bank, pursuant to which HDS obtained a bank loan in the amount of RMB5,000,000 (approximately $728,000 at June 30, 2019), payable on August 26, 2019. The loan carries an interest rate of 5.4375% per annum and is payable monthly. ZTC, a related party controlled by Zhiguo Wang and his wife Madame Qi, collateralized its buildings and land use right with Yingkou Bank to secure the loan. In addition, HEFS, HBP, Yew Pharmaceutical, and ZTC provided guarantees to the loan.

 

On May 13, 2019, HDS entered into a loan agreement with Postal Saving Bank of China, pursuant to which HDS obtained two bank loans in the amount of RMB7,300,000 and RMB8,100,000, respectively (approximately $1,063,000 and 1,180,000 at June 30, 2019), payable to on June 3, 2020 and June 11, 2020 respectively. Both of the two loans carry an interest rate of 5.2200% per annum and are payable monthly. Zhiguo Wang and his wife Madame Qi, collateralized their buildings and land use right with Postal Saving Bank of China to secure the loan. In addition, Zhiguo Wang and his wife Madame Qi provided guarantees to the loans.

 

During the six months ended June 30, 2019 and 2018, interest expense was approximately $182,000 and $137,000, respectively.

 

During the three months ended June 30, 2019 and 2018, interest expense was approximately $93,000 and $69,000, respectively.

 

NOTE 7 - STOCKHOLDERS’ EQUITY

 

On February 28, 2019, the Company entered into an agreement with Chineseinvestor.com, pursuant to which both parties reached an agreement to cancel to issue the common shares of 375,000 to Chineseinvestor.

 

Stock option activities for the six months ended June 30, 2019 and 2018 were summarized in the following table.

 

  

Six Months Ended

June 30, 2019

  

Six Months Ended

June 30, 2018

 
   Number of Stock Options   Weighted Average Exercise Price   Number of Stock Options   Weighted Average Exercise Price 
Balance at beginning of period   7,738,737    0.22    24,872,212    0.22 
Issued   -    -    -    - 
Exercised   -    -    -    - 
Expired   -    -    15,103,475    0.22 
Forfeited   -    -    -    - 
Balance at end of period   7,738,737    0.22    9,768,737    0.22 
Option exercisable at end of period   7,738,737    0.22    9,668,737    0.22 

 

12

 

 

The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at June 30, 2019:

 

Stock Options Outstanding Stock Options Exercisable

Range of

Exercise Price

   

Number

Outstanding

at

June 30,

2019

   

Weighted

Average

Remaining

Contractual

Life (Years)

   

Weighted

Average

Exercise Price

   

Number

Exercisable

at

June 30,

2019

   

Weighted

Average

Exercise Price

 
$ 0.22-0.25         7,738,737       0.5     $ 0.22       7,738,737     $ 0.22

 

The Company’s outstanding stock options and exercisable stock options had intrinsic value in the amount of $Nil, based upon the Company’s closing stock price of $0.108 as of June 30, 2019. Stock option expense recognized during the six months ended June 30, 2019 and 2018 amounted to $Nil and $1,065,000, respectively.

 

NOTE 8 - EARNINGS PER SHARE

 

Under the provisions of ASC 260, “Earnings Per Share”, basic income per common share is computed by dividing net income attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the company, subject to anti-dilution limitations.

 

The following table presents a reconciliation of basic and diluted net income per share for the three and six months ended June 30, 2019 and 2018:

 

  

For the Three Months Ended

June 30,

   For the Six Months Ended June 30, 
   2019   2018   2019   2018 
Net income available to common stockholders for basic and diluted net income per share of common stock  $1,436,423   $1,613,188   $1,813,465   $1,762,194 
Weighted average common stock outstanding - basic   51,700,000    51,875,000    51,822,238    51,875,000 
Effect of dilutive securities:                    
Non-vested restricted common stock   -    -    -    - 
Stock options issued to directors/officers/employees   -    3,991,258    -    3,627,609 
Weighted average common stock outstanding - diluted   51,700,000    55,866,258    51,822,238    55,502,609 
Net income per common share - basic  $0.03   $0.03   $0.03   $0.03 
Net income per common share - diluted  $0.03   $0.03   $0.03   $0.03

 

Diluted net income per share is computed using the weighted average number of common shares and dilutive potential common shares outstanding during the respective periods.

 

13

 

 

NOTE 9 - LEASES

 

The Company leases office space from third parties and related parties.

 

Leases is classified as operating at inception of the lease. Operating leases result in the recognition of ROU assets and lease liabilities on the balance sheet. ROU assets represent the Company's right to use the leased asset for the lease term and lease liabilities represent the obligation to make lease payments. The liability is calculated as the present value of the remaining minimum rental payments for existing operating leases using either the rate implicit in the lease or, if none exists, the Company's incremental borrowing rate. The Company uses incremental borrowing rate at 6.44% annum. Lease expense for these leases is recognized on a straight-line basis over the lease term.

 

The components of lease expense consist of the following:

 

   Classification  Six Months Ended
June 30, 
2019
 
Operating lease cost  Selling, general and administrative expense  $38,480 
Net lease cost     $38,480 

 

Balance sheet information related to leases consists of the following:

 

   Classification  June 30,
2019
 
Assets        
Operating lease ROU assets  Right-of-use assets  $297,727 
Total leased assets     $297,727 
Liabilities        
Current portion        
Operating lease liabilities  Current maturities of operating lease liabilities  $35,489 
         
Non-current portion        
Operating lease liabilities  Operating lease liabilities   252,513 
Total lease liabilities     $288,002 
         
Weighted average remaining lease term        
Operating leases      6.11 years 
         
Weighted average discount rate        
Operating leases      6.44%

 

14

 

 

Cash flow information related to leases consists of the following:

 

   Six Months Ended
June 30, 
2019
 
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases  $48,322 

 

The minimum future lease payments as of June 30, 2019 are as follows:

 

Years Ending December 31,  Operating Leases 
2019  $24,223 
2020   31,301 
2021   27,632 
2022   26,158 
2023   26,158 
After 2024   315,364 
Total lease payments   450,836 
Less: Interest   (162,834)
Present value of lease liabilities  $288,002 

 

NOTE 10 - CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

 

Customers

 

For the six months ended June 30, 2019 and 2018, customers accounting for 10% or more of the Company’s revenue were as follows:

 

   

For the Six Months Ended

June 30,

 
Customer   2019     2018  
A (Yew Pharmaceutical, a related party)     29.0 %     72.1 %
B (HongKong YIDA Commerce Co., Limited, a related party)     30.2 %     * %
C (Wonder Genesis Global Ltd.)     * %     14.9 %
D (GOLDEN PEACH TRAVEL SERVICE COMPANY LTD)     40.2 %     * %
E (Heilongjiang Pingshan Hongdoushan Development Co., Ltd., a related party)     * %     10.6 %

 

*Less than 10%

 

   Accounts receivable as of 
Customer  June 30,
2019
   December 31,
2018
 
A (Yew Pharmaceutical, a related party)   -%   31%
B (HongKong YIDA Commerce Co., Limited, a related party)   34%   24%
D (GOLDEN PEACH TRAVEL SERVICE COMPANY LTD)   59%   - 

 

15

 

 

Suppliers

 

For the six months ended June 30, 2019 and 2018, suppliers accounting for 10% or more of the Company’s purchase were as follows:

 

   

For the Six Months Ended

June 30,

 
Supplier   2019     2018  
A (Yew Pharmaceutical, a related party)     58 %     31 %
B (Heilongjiang Zishan Technology Co., Ltd., a related party)     * %     17 %

 

No significant accounts payable as of June 30, 2019 and December 31, 2018.

 

At June 30, 2019 and December 31, 2018, the Company’s cash balances by geographic area were as follows:

 

   June 30,
2019
   December 31,
2018
 
Country          
United States  $38,429   $40,405 
China   118,008    481,265 
Total Cash  $156,437   $521,670 

 

In China, a depositor has up to RMB500,000 insured by the People’s Bank of China Financial Stability Bureau (“FSD”). In the United States, the standard insurance amount is $250,000 per depositor in a bank insured by the Federal Deposit Insurance Corporation (“FDIC”). As of June 30, 2019 and December 31, 2018, approximately $110,000 and $200,000 of the Company’s cash held by financial institutions, was insured, and the remaining balance of approximately $Nil and $330,000 was not insured, respectively.

 

16

 

 

NOTE 11 - RELATED PARTY TRANSACTIONS

 

In addition to several of the Company’s officers and directors, the Company conducted transactions with the following related parties:

 

Company   Nature of Relationship
Heilongjiang Zishan Technology Co., Ltd. (“ZTC”)   51% owned by Heilongjiang Hongdoushan Ecology Forest Co., Ltd., 34% owned by Zhiguo Wang, Chairman and Chief Executive Officer, 11% owned by Guifang Qi, the wife of Mr. Wang and director of the Company, and 4% owned by third parties.
     
Heilongjiang Yew Pharmaceutical Co., Ltd. (“Yew Pharmaceutical”)   95% owned by Heilongjiang Hongdoushan Ecology Forest Stock Co., Ltd., and 5% owned by Madame Qi.
     
Shanghai Kairun Bio-Pharmaceutical Co., Ltd. (“Kairun”)   60% owned by Heilongjiang Zishan Technology Co., Ltd., 20% owned by Heilongjiang Hongdoushan Ecology Forest Stock Co., Ltd., and 20% owned by Mr. Wang.
     
Heilongjiang Hongdoushan Ecology Forest Co., Ltd. (“HEFS”)   63% owned by Mr. Wang, 34% owned by Madame Qi, and 3% owned by third parties.
     
Hongdoushan Bio-Pharmaceutical Co., Ltd. (“HBP”)   30% owned by Mr. Wang, 19% owned by Madame Qi and 51% owned by HEFS
     
Heilongjiang Pingshan Hongdoushan Development Co., Ltd. (“HDS Development”)   80% owned by HEFS and 20% owned by Kairun
     
Wuchang City Xinlin Forestry Co., Ltd. (Xinlin)   98% owned by ZTC and 2% owned by HEFS effective March 21, 2016
     
HongKong YIDA Commerce Co., Limited(“YIDA”)   Significantly influenced by the Company
     
LIFEFORFUN LIMITED   Significantly influenced by the Company
     
DMSU Digital Technology Limited(“DMSU”)   Significantly influenced by the Company
     
Jinguo Wang   Management of HDS, legal person of Xinlin before February 9, 2018, and director of ZTC effective February 1, 2018.
     
Chunping Wang   Employee of the Company

 

Transactions with Yew Pharmaceutical

 

On January 9, 2010, the Company entered into a Cooperation and Development Agreement (the “Development Agreement”) with Yew Pharmaceutical. Pursuant to the Development Agreement, for a period of ten years expiring on January 9, 2020, the Company shall supply cultivated yew raw materials to Yew Pharmaceutical that will be used by Yew Pharmaceutical to make traditional Chinese medicines and other pharmaceutical products, at price of RMB 1,000,000 (approximately $146,000) per metric ton. In addition, the Company entered into a series of wood ear mushroom selling agreements with Yew Pharmaceuticals, pursuant to which the Company sells wood ear mushroom collected from local peasants to Yew Pharmaceuticals for manufacturing of wood ear mushroom products. Furthermore, the Company entered into a series of yew candles, yew essential oil soaps, complex taxus cuspidate extract, composite northeast yew extract and pine needle extracts purchase agreements with Yew Pharmaceuticals, pursuant to which the Company purchases yew candles and pine needle extracts as finished goods and then sells to third party and related party.

 

17

 

  

For the six months ended June 30, 2019 and 2018, total revenues from Yew Pharmaceutical under the above agreement amounted to $6,988,782 and $12,863,894, and corresponding cost of revenues amounted to $5,911,265 and $9,594,338, respectively. At June 30, 2019 and December 31, 2018, the Company had $Nil and $1,408,321 accounts receivable from Yew Pharmaceutical, respectively. At June 30, 2019 and December 31, 2018, the Company had $ 2,750,384 and $Nil advance from Yew Pharmaceutical, respectively.

 

For the six months ended June 30, 2019 and 2018, the total purchase of yew candles, pine needle extracts, composite northeast yew extract and mixed essential oil from Yew Pharmaceutical amounted to $10,870,922 and $10,432,872, respectively.

 

Transactions with DMSU

 

As of June 30, 2019, the Company recovered approximately $240,000 of accounts receivable previously written off from DMSU. The amount was recorded in other income as of June 30, 2019 and was received in July 2019.

  

Transactions with HBP

 

For the six months ended June 30, 2019 and 2018, HBP paid off operation expense on behalf of HYF in the amount of $884 and $4,555, respectively. As of June 30, 2019 and December 31, 2018, HYF had due to HBP in the amount of $103,805 and $102,770, respectively, which was included in due to related parties in the accompanying consolidated balance sheets.

 

Transactions with HDS Development

 

As of June 30, 2019 and December 31, 2018, the Company had $Nil and $981,618 accounts receivable, which were net of allowance for doubtful account $Nil and $763,481 from HDS Development, respectively.

 

Transactions with ZTC

 

During the six months ended June 30, 2019, HDS purchased yew forest assets from ZTC in the amount of $1,422,486. Since the assets purchase occurred between entities under common control, the Company recorded the assets received at historical carrying costs recorded by ZTC, which amounted to $1,149,605. The difference of $272,881 between the actual contract price and carrying costs is recorded as additional paid-in capital. During the six months ended June 30, 2018, HDS purchased yew forest assets from ZTC in the amount of $5,745,955. At June 30, 2019 and December 31, 2018, the Company had $Nil balance payable to ZTC.

 

Transactions with YIDA

 

For the six months ended June 30, 2019 and 2018, total revenues from YIDA amounted to $7,274,506 and $Nil. At June 30, 2019 and December 31, 2018, the Company had $5,499,951 and $1,108,808 accounts receivable from YIDA, respectively.

  

Transactions with Lifeforfun Limited

 

At June 30, 2019 and December 31, 2018, the Company had $907,200 and $1,080,919 accounts receivable, which were net of allowance for doubtful account $453,600 and $74,448 from Lifeforfun Limited, respectively.

 

Transactions with Jinguo Wang

 

During the six months ended June 30, 2019 and 2018, HDS purchased yew forest assets from Jinguo Wang in the amount of $906,086 and $1,459,840, respectively. At June 30, 2019 and December 31, 2018, prepayments to Jinguo Wang for purchase of yew forest assets amounted to $131,088 and $Nil, respectively, which was included in advance to suppliers-related parties in the accompanying consolidated balance sheets.

 

Transactions with Chunping Wang

 

During the six months ended June 30, 2019 and 2018, HDS purchased yew forest assets from Chunping Wang in the amount of $711,980 and $Nil, respectively.

 

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Operating Leases

 

On March 25, 2005, the Company entered into an Agreement for the Lease of Seedling Land with ZTC (the “ZTC Lease”). Pursuant to the ZTC Lease, the Company leased 361 mu of land from ZTC for a period of 30 years, expiring on March 24, 2035. Annual payments under the ZTC Lease are RMB162,450 (approximately $24,000). The payment for the first five years of the ZTC Lease was due prior to December 31, 2010 and beginning in 2011, the Company is required to make full payment for the land use rights in advance for each subsequent five-year period. For the six months ended June 30, 2019 and 2018, rent expense related to the ZTC Lease approximately amounted to $12,000 and $13,000, respectively. At June 30, 2019 and December 31, 2018, prepaid rent to ZTC approximately amounted to $18,000 and $$30,000, respectively, which was included in prepaid expenses-related parties in the accompanying consolidated balance sheets.

 

On January 1, 2010, the Company entered into a lease for office space with Mr. Wang (the “Office Lease”). Pursuant to the Office Lease, annual payments of RMB15,000 (approximately $2,000) are due for each of the term. The term of the Office Lease is 15 years and expires on December 31, 2025. For the six months ended June 30, 2019 and 2018, rent expense related to the Office Lease approximately amounted to $1,100 and $1,200, respectively. As of June 30, 2019 and December 31, 2018, the unpaid rent was approximately $2,300 and $Nil, respectively, which was included in due to related parties in the accompanying consolidated balance sheets.

 

On July 1, 2012, the Company entered into a lease for office space with Zhiguo Wang (the “JSJ Lease”). Pursuant to the JSJ Lease, JSJ leases approximately 30 square meter of office space from Zhiguo Wang in Harbin. Rent under the JSJ Lease is RMB10,000 (approximately $1,500) annually. The term of the JSJ Lease is three years and expires on June 30, 2015. On July 1, 2015, the Company and Mr. Wang renewed the JSJ Lease. The renewed lease expires on June 30, 2018. On July 1, 2018, the Company renewed JSJ Lease for three years, which will now expire on June 30, 2021. Pursuant to the renewed lease agreement, the annual payment will be RMB 10,000 (approximately $1,500). For the six months ended June 30, 2019 and 2018, rent expense related to the JSJ Lease approximately amounted to $750 and $800, respectively. As of June 30, 2019 and December 31, 2018, the unpaid rent was approximately $5,800 and $6,500, respectively, which was included in due to related parties in the accompanying consolidated balance sheets.

 

On January 1, 2015, HYF entered into an lease agreement with HBP, pursuant to which HBP leases a warehouse, with an area of 225 square meters, and a workshop, with an area of 50 square meters, both of which are located at No.1 Zisan Road, Shangzhi economic development district, Shangzhi City, Heilongjiang Province, to HYF in exchange for no consideration for the period from January 1, 2015 to December 31, 2020.

 

The Company leased office space from HDS Development in the A’cheng district in Harbin (the “A’cheng Lease”) on March 20, 2002. The A’cheng Lease is for a term of 23 years and expires on March 19, 2025. Pursuant to the A’cheng Lease, lease payment shall be made as follows:

 

Period   Annual lease amount   Payment due date  
March 2002 to February 2012   RMB25,000   Before December 2012  
March 2012 to February 2017   RMB25,000   Before December 2017  
March 2017 to March 2025   RMB25,000   Before December 2025  

 

For the six months ended June 30, 2019 and 2018, rent expense related to the A’cheng Lease approximately amounted $1,800 and $1,963, respectively. At June 30, 2019 and December 31, 2018, the unpaid rent was $100 and $$2,000, respectively, which was included in due to related parties in the accompanying consolidated balance sheets.

 

The Company leased an apartment in the Nangang district (the “Jixing Lease”) in Harbin from Ms. Qi on October 1, 2016. The term of Jixing Lease is one year. On October 1, 2017, the Company and Ms. Qi renewed the Jixing Lease. The renewed lease expires on September 30, 2018. On October 1, 2018, the Company and Ms. Qi renewed the Lease. The renewed lease expires on September 30, 2019. For the six months ended June 30, 2019 and 2018, rent expense related to the Jixing Lease amounted $737 and $785, respectively. As of June 30, 2019 and December 31, 2018, the prepaid rent to Ms. Qi amounted to approximately $1,000 and $1,000, respectively, which was included in prepaid expenses-related parties in the accompanying consolidated balance sheets. 

 

Due to Related Parties

 

The following summarized the Company’s due to related parties as of June 30, 2019 and December 31, 2018:

 

   June 30,
2019
   December 31,
2018
 
Zhiguo Wang and Guifang Qi  $507,987   $477,246 
HBP   103,805    102,770 
Total  $611,792*  $580,016*

 

*:The amounts due to related parties bear no interest and are payable on demand.

 

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NOTE 12 - SEGMENT INFORMATION

 

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

 

The Company managed and reviewed its business as two operating segments starting from year 2018. The business of HDS, JSJ and HYF in PRC was managed and reviewed as PRC segment. The business of YBP, Yew Bio-Pharm (HK), and MC was managed and reviewed as USA segment. PRC and USA segments retain all of the reported consolidated amounts.

 

The geographical distributions of the Company’s financial information for the six months ended June 30, 2019 and 2018 were as follows:

 

  

For the Six Months Ended

June 30,

 
Geographic Areas  2019   2018 
Revenue        
PRC   23,960,179    17,683,978 
USA   119,047    167,528 
Total Revenue  $24,079,226   $17,851,506 
           
Income (Loss) from operations          
PRC  $2,110,465   $3,575,424 
USA   (428,990)   (1,289,744)
Total Income (Loss) from operations  $1,681,475   $2,285,680 
           
Net income (loss)          
PRC  $2,223,232   $3,049,495 
USA   (409,767)   (1,287,301)
Total net income (loss)  $1,813,465   $1,762,194 

 

The geographical distributions of the Company’s financial information for the three months ended June 30, 2019 and 2018 were as follows: 

 

  

For the Three Months Ended

June 30,

 
Geographic Areas  2019   2018 
Revenue        
PRC   12,479,508    14,683,581 
USA   85,714    136,787 
Total Revenue  $12,565,222   $14,820,368 
           
Income (Loss) from operations          
PRC  $1,361,205   $3,211,795 
USA   (225,004)   (1,145,538)
Total Income (Loss) from operations  $1,136,201   $2,066,257 
           
Net income (loss)          
PRC  $1,684,287   $2,755,999 
USA   (247,864)   (1,142,811)
Total net income (loss)  $1,436,423   $1,613,188 

 

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The geographical distribution of the Company’s financial information as of June 30, 2019 and December 31, 2018 were as follows:

 

   As of
June 30,
   As of December 31, 
Geographic Areas  2019   2018 
Long-term assets        
PRC  $39,536,377   $35,866,829 
USA   1,305,557    1,436,101 
Total long-term assets  $40,841,934   $37,302,930 
           
Reportable assets          
PRC  $59,559,167   $50,107,147 
USA   2,093,019    2,289,019 
Elimination adjustment   (3,139,277)   (2,704,100)
Total reportable assets  $58,512,909   $49,692,066 

 

NOTE 13 - COMMITMENTS AND CONTINGENCIES

  

Operating Lease

  

See future minimum lease payments in Note 9.

  

NOTE 14 - SUBSEQUENT EVENTS

  

The Company has evaluated all subsequent events through the date these consolidated financial statements were issued and determine that there were no subsequent events or transactions that require recognition or disclosures in the consolidated financial statements.

 

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

 

The following discussion of our consolidated results of operations and cash flows for the six months ended June 30, 2019 and 2018, and consolidated financial conditions as of June 30, 2019 and December 31, 2018 should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this document.

 

Overview

 

We are a major grower and seller of yew trees and manufacturer of products made from yew trees, we also sell branches and leaves of yew trees for the manufacture of TCM containing taxol, which TCM has been approved in the PRC for use as a secondary treatment of certain cancers, meaning it must be administered in combination with other pharmaceutical drugs. The yew industry is highly regulated in the PRC because the Northeast yew tree is considered an endangered species. In the third quarter of 2016, we started to sell handmade yew essence oil soaps and candles.

 

For the three and six months ended June 30, 2019, we operated in two reportable business segments. The business of HDS, JSJ and HYF in PRC was managed and reviewed as PRC segment. The business of YBP, Yew Bio-Pharm (HK), and MC was managed and reviewed as USA segment.

 

For the three and six months ended June 30, 2019, revenues from the PRC segment accounted for approximately 99.32% and 99.51% of consolidated revenue, respectively; revenues from USA segment accounted for approximately 0.68% and 0.49% of consolidated revenue, respectively.

 

For the three and six months ended June 30, 2018, we operated in four reportable business segments: (1) the TCM raw materials segment, consisting of the production and sale of yew raw materials or yew tree extracts used in the manufacture of TCM; (2) the yew tree segment, consisting of the growth and sale of yew tree seedlings and mature trees; (3) the handicrafts segment, consisting of the manufacture and sale of handicrafts and furniture made of yew timber; and (4) the “Others” segment, consisting of the sales of yew candles, yew essence oil soaps, pine needle extracts, complex taxus cuspidate extract, and composite northeast yew extract. Our reportable segments are strategic business units that offer different products. The four business segments are managed separately based on the fundamental differences in their operations. All of the Company’s operations including the sales of yew candles, pine needle extract, yew essential oil soap, complex taxus cuspidate extract, and composite northeast yew extract are conducted in the PRC. 

 

For the three months ended June 30, 2018, revenues from the sales of TCM raw materials represented approximately 88.08% of consolidated revenue (including 88.08% of consolidated revenues from related parties); sales of yew trees represented approximately 0.22% of consolidated revenue (including 0.18% of consolidated revenue from a related party); sales of handicrafts represented approximately 0.00% of consolidated revenue; and the sales of others represented approximately 11.70% of consolidated revenue (including 10.78% of consolidated revenue from related parties).

 

For the six months ended June 30, 2018, revenues from the sales of TCM raw materials represented approximately 82.62% of consolidated revenue (including 82.62% of consolidated revenues from related parties); sales of yew trees represented approximately 0.18% of consolidated revenue (including 0.15% of consolidated revenue from a related party); sales of handicrafts represented approximately 0.01% of consolidated revenue; and the sales of others represented approximately 17.19% of consolidated revenue (including 16.25% of consolidated revenue from related parties).

   

The Company’s revenues were mostly generated by HDS and in the PRC. The expenses ($345,176 and $1,357,451 for the six months ended June 30, 2019 and 2018, respectively) incurred in the U.S. were primarily related to fulfilling the reporting requirements of public listed company, stock-based compensation, office daily operations and other costs. As of June 30, 2019, the Company had $156,437 in cash and held the 100% equity interests in its subsidiaries Yew HK and JSJ. Yew HK itself has no business operations or assets other than holding of equity interests in JSJ. JSJ has no business operations and assets with a book value of approximately $21,000, including approximately $18,000 in cash at June 30, 2019. JSJ also holds the VIE interests in HDS through the contractual arrangements (the “Contractual Arrangements”) described in Notes to Consolidated Financial Statements. On November 4, 2014, HDS established a new subsidiary, Harbin Yew Food Co. LTD. (“HYF”), to develop and cultivate wood ear mushroom drink. As of June 30, 2019, HYF had started pilot production with limited amount of sales. In the event that we are unable to enforce the Contractual Agreements, we may not be able to exert effective control over HDS and HYF, and our ability to conduct our business may be materially and adversely affected. If the applicable PRC authorities invalidate our Contractual Agreements for any violation of PRC laws, rules and regulations, we would lose control of the VIE and its subsidiary resulting in its deconsolidation in financial reporting and severe loss in our market valuation. On June 8, 2016, YBP established a new subsidiary, MC Commerce Holding Inc. (MC), to sales the Company’s yew products in American market. MC had limited operation activities for the six months ended June 30, 2019.

 

Critical accounting policies and estimates

 

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, allowance for obsolete inventory, and the classification of short and long-term inventory, the useful life of property and equipment and intangible assets, recovery of long-lived assets, income taxes, write-down in value of inventory, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our significant judgments and estimates used in the preparation of the financial statements.

 

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Variable interest entities

 

Pursuant to ASC 810 and related subtopics related to the consolidation of variable interest entities, we are required to include in our consolidated financial statements the financial statements of VIEs. The accounting standards require a VIE to be consolidated by a company if that company is subject to the risk of loss for the VIE or is entitled to receive the VIE’s residual returns. VIEs are those entities in which we, through contractual arrangements, bear the risk of, and enjoy the rewards normally associated with ownership of the entity, and therefore we are the primary beneficiary of the entity. HDS is considered a VIE, and we are the primary beneficiary. We entered into agreements with HDS pursuant to which we shall receive 100% of HDS’s net income. In accordance with these agreements, HDS shall pay consulting fees equal to 100% of its net income to our wholly-owned subsidiary, JSJ. JSJ shall supply the technology and administrative services needed to service the HDS.

 

The accounts of HDS are consolidated in the accompanying financial statements. As a VIE, HDS’ sales are included in our total sales, its income from operations is consolidated with ours, and our net income includes all of HDS’ net income, and their assets and liabilities are included in our consolidated balance sheets. The VIEs do not have any non-controlling interest and, accordingly, we did not subtract any net income in calculating the net income attributable to us. Because of the contractual arrangements, we have pecuniary interest in HDS that requires consolidation of HDS’ financial statements with our financial statements.

 

As required by ASC 810-10, we perform a qualitative assessment to determine whether we are the primary beneficiary of HDS which is identified as a VIE of us. A quality assessment begins with an understanding of the nature of the risks in the entity as well as the nature of the entity’s activities including terms of the contracts entered into by the entity, ownership interests issued by the entity and the parties involved in the design of the entity. The significant terms of the agreements between us and HDS are discussed above in the “Corporate Structure and Recapitalization - Second Restructure” section. Our assessment on the involvement with HDS reveals that we have the absolute power to direct the most significant activities that impact the economic performance of HDS. JSJ, our wholly own subsidiary, is obligated to absorb a majority of the risk of loss from HDS activities and is entitled to receive a majority of HDS’s expected residual returns. In addition, HDS’ shareholders have pledged their equity interest in HDS to JSJ, irrevocably granted JSJ an exclusive option to purchase, to the extent permitted under PRC Law, all or part of the equity interests in HDS and agreed to entrust all the rights to exercise their voting power to the person(s) appointed by JSJ. Under the accounting guidance, we are deemed to be the primary beneficiary of HDS and the results of HDS’ operation are consolidated in our consolidated financial statements for financial reporting purposes.

 

Accordingly, as a VIE, HDS’ sales are included in our total sales, its income from operations is consolidated with our income from operations and our net income includes all of HDS’ net income. All the equity (net assets) and profits (losses) of HDS are attributed to us. Therefore, no non-controlling interest in HDS is presented in our consolidated financial statements. As we do not have any non-controlling interest and, accordingly, did not subtract any net income in calculating the net income attributable to us. Because of the Contractual Arrangements, YBP has a pecuniary interest in HDS that requires consolidation of HDS’ financial statements with those of ours.

 

Additionally, pursuant to ASC 805, as YBP and HDS are under the common control of the HDS Shareholders, the Second Restructure was accounted for in a manner similar to a pooling of interests. As a result, our historical amounts in the accompanying consolidated financial statements give retrospective effect to the Second Restructure, whereby our assets and liabilities are reflected at the historical carrying values and their operations are presented as if they were consolidated for all periods presented, with our results of operations being consolidated from the date of the Second Transfer Agreement. The accounts of HDS are consolidated in the accompanying financial statements.

 

Accounts receivable

 

Accounts receivable are presented net of an allowance for doubtful accounts. We maintain allowances for doubtful accounts for estimated losses. We review the accounts receivable balance on a periodic basis and make general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, we consider many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. We recognize the probability of the collection for each customer.

 

Inventories

 

Inventories consisted of raw materials, work-in-progress, finished goods-handicrafts, yew seedlings, yew candles and other trees (consisting of larix, spruce and poplar trees). We classify our inventories based on our historical and anticipated levels of sales; any inventory in excess of its normal operating cycle of one year is classified as long-term on our consolidated balance sheets. Inventories are stated at the lower of cost or market value utilizing the weighted average method. Raw materials primarily include yew timber used in the production of products such as handicrafts, furniture and other products containing yew timber. Finished goods-handicraft and yew seedlings include direct materials and direct labor.

 

23

 

 

We estimate the amount of the excess inventories by comparing inventory on hand with the estimated sales that can be sold within our normal operating cycle of one year. Any inventory in excess of our current requirements based on historical and anticipated levels of sales is classified as long-term on our consolidated balance sheets. Our classification of long-term inventory requires us to estimate the portion of inventory that can be realized over the next 12 months.

  

To estimate the amount of slow-moving or obsolete inventories, we analyze movement of our products, monitor competing products and technologies and evaluate acceptance of our products. Periodically, we identify inventories that cannot be sold at all or can only be sold at deeply discounted prices. An allowance will be established if management determines that certain inventories may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, we will record reserves for the difference between the carrying cost and the estimated market value.

 

Our handicraft and yew furniture products are hand-made by traditional Chinese artisans.

 

In accordance with ASC 905, “Agriculture”, our costs of growing yew seedlings are accumulated until the time of harvest and are reported at the lower of cost or market.

 

Property and equipment

 

Property and equipment are carried at cost and are depreciated on a straight-line basis (after taking into account their respective estimated residual value) over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. We examine the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The estimated useful lives are as follows:

 

Building     10 - 20 years  
Machinery and equipment     3 - 10 years  
Office equipment     2 - 5 years  
Motor vehicles     4 - 10 years  

 

Land use rights and yew forest assets

  

All land in the PRC is owned by the PRC government and cannot be sold to any individual or company. We have recorded the amounts paid to the PRC government to acquire long-term interests to utilize land and yew forests as land use rights and yew forest assets. This type of arrangement is common for the use of land in the PRC. Yew trees on land containing yew tree forests are used to supply raw materials such as branches, leaves and fruit to us that will be used to manufacture our products. We amortize these land and yew forest use rights over the term of the respective land and yew forest use right, which ranges from 15 to 50 years. The lease agreements do not have any renewal option and we have no further obligations to the lessor. We record the amortization of these land and forest use rights as part of our cost of revenues.

 

Revenue recognition

 

We generate our revenue from sales of yew seedling products, sales of yew raw materials for medical application, sales of yew handicraft products, sales of “Others” including yew candles, yew essential oil soap, pine needle extract, complex taxus cuspidate extract, and composite northeast yew extract. Pursuant to the guidance of ASC 606, we recognize revenue when obligations under the terms of a contract with customer are satisfied; generally this occurs with the transfer of control of the products sold. Transfer of control to the customer is based on the standardized shipping terms in the contract as this determines when we have the right to payment, the customer has legal title to the asset and the customer has the risks of ownership. 

 

Income taxes

 

We are governed by the Income Tax Law of the PRC, Hong Kong and the United States. We account for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. We record a valuation allowance to offset deferred tax assets if based on the weight of available evidence; it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

We apply the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to our liability for income taxes. Any such adjustment could be material to our results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. Currently, we have no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

 

24

 

 

Stock-based compensation

  

Stock based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

The Company accounts for share-based compensation awards to nonemployees in accordance with FASB ASC 718and FASB ASC 505-50. Under FASB ASC 718 and FASB ASC 505-50, stock compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services are received.

 

Recent accounting pronouncements

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued new leasing guidance (“Topic 842”) that replaced the existing lease guidance (“Topic 840”). Topic 842 established a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. This guidance also expanded the requirements for lessees to record leases embedded in other arrangements and the required quantitative and qualitative disclosures surrounding leases.

 

The Company adopted Topic 842 on its effective date of January 1, 2019 using a modified retrospective transition approach; as such, Topic 842 will not be applied to periods prior to adoption and the adoption had no impact on the Company’s previously reported results. The Company elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed the Company to carry forward its identification of contracts that are or contain leases, its historical lease classification and its accounting for initial direct costs for existing leases. The impact of adopting Topic 842 was not material to the Company’s result of operations or cash flows for the six months ended June 30, 2019. The Company recognized operating lease liabilities of approximately $350,000 upon adoption, with corresponding ROU assets on its balance sheet.

 

Currency exchange rates

 

Our functional currency is the U.S. dollar, and the functional currency of our operating subsidiaries and VIE is the RMB. All of our sales are denominated in RMB. As a result, changes in the relative values of U.S. dollars and RMB affect our reported levels of revenues and profitability as the results of our operations are translated into U.S. dollars for reporting purposes. In particular, fluctuations in currency exchange rates could have a significant impact on our financial stability due to a mismatch among various foreign currency-denominated sales and costs. Fluctuations in exchange rates between the U.S. dollar and RMB affect our gross and net profit margins and could result in foreign exchange and operating losses.

 

Our exposure to foreign exchange risk primarily relates to currency gains or losses resulting from timing differences between signing of sales contracts and settling of these contracts. Furthermore, we translate monetary assets and liabilities denominated in other currencies into RMB, the functional currency of our operating subsidiaries. Our results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in our statement of shareholders’ equity. We have not used any forward contracts, currency options or borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses in the future.

 

Our financial statements are expressed in U.S. dollars, which is the functional currency of our parent company. The functional currency of our operating subsidiaries and affiliates is RMB. To the extent we hold assets denominated in U.S. dollars, any appreciation of the RMB against the U.S. dollar could result in a charge in our statement of operations and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in the value of RMB against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results.

 

25

 

 

Results of Operations

 

The following tables set forth key components of our results of operations for the periods indicated, in dollars. The discussion following the table is based on these results:

 

  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2019   2018   2019   2018 
Revenues - third parties  $9,782,457   $142,412   $9,815,938   $174,670 
Revenues - related parties   2,782,765    14,677,956    14,263,288    17,676,836 
Total revenues   12,565,222    14,820,368    24,079,226    17,851,506 
Cost of revenues - third parties   9,829,839    89,337    9,856,507    102,243 
Cost of revenues - related parties   2,089,325    11,377,474    12,418,132    13,916,411 
Total cost of revenues   11,919,164    11,466,811    22,274,639    14,018,654 
Gross profit   646,058    3,353,557    1,804,587    3,832,852 
Operating expenses   (490,143)   1,287,300    123,112    1,547,172 
Income from operations   1,136,201    2,066,257    1,681,475    2,285,680 
Other income (expenses)   330,103    (453,069)   183,477    (523,486)
Net income before income taxes   1,466,304    1,613,188    1,864,952    1,762,194 
Income taxes   (29,881)   -    (51,487)   - 
Net income   1,436,423    1,613,188    1,813,465    1,762,194 
Other comprehensive income (loss):                    
Foreign currency translation adjustment   (976,156)   (2,400,809)   48,728    (844,005)
Comprehensive income (loss)  $460,267   $(787,621)  $1,862,193   $918,189 

 

Three and Six Months Ended June 30, 2019 Compared to Three and Six Months Ended June 30, 2018

 

Revenues

 

For the three months ended June 30, 2019, we had total revenues of $12,565,222, as compared to $14,820,368 for the three months ended June 30, 2018, a decrease of $2,255,146 or 15.22%. The decrease in total revenue was attributable to the decrease in revenues from sales of TCM raw materials and yew trees to related parties, partially offset by increase in revenues from sales of “Others”.

 

For the six months ended June 30, 2019, we had total revenues of $24,079,226, as compared to $17,851,506 for the six months ended June 30, 2018, an increase of $6,227,720 or 34.89%. The increase in total revenue was attributable to the increase in revenues from “Others”, partially offset by decrease in revenues from sales of TCM raw materials to related parties.

 

26

 

 

Total revenue is summarized as follows:

 

  

Three Months Ended 

June 30,

   Increase   Percentage 
   2019   2018   (Decrease)   Change 
TCM raw materials  $2,825,347   $13,053,333   $(10,227,986)   (78.36)%
Handicrafts   3,823    206    3,617    1,755.83%
Others   9,736,052    1,766,829    7,969,223    451.05%
Total  $12,565,222   $14,820,368   $(2,255,146)   (15.22)%

 

  

Six Months Ended

June 30,

   Increase   Percentage 
   2019   2018   (Decrease)   Change 
TCM raw materials  $6,988,782   $14,748,730   $(7,759,948)   (52.61)%
Handicrafts   6,118    1,308    4,810    367.74%
Others   17,084,326    3,101,468    13,982,858    450.85%
Total  $24,079,226   $17,851,506   $6,227,720    34.89%

 

For the three months ended June 30, 2019 compared to June 30, 2018, the decrease in revenue of TCM raw material was mainly attributable to the decrease in demand from our related parties, Yew Pharmaceutical and HDS Development. The increase in revenue of handicrafts was mainly attributable to the increase in market demand. The increase in revenue of others was mainly attributable to higher demand in export market.

 

For the six months ended June 30, 2019 compared to June 30, 2018, the decrease in revenue of TCM raw material was mainly attributable to the decrease in demand from our related parties, Yew Pharmaceutical and HDS Development. The increase in revenue of handicrafts was mainly attributable to the increase in market demand. The increase in revenue of others was mainly attributable to the increase in demand of yew candles, pine needle extracts and handmade essential oil soaps.

 

Cost of Revenues

 

For the three months ended June 30, 2019, cost of revenues amounted to $11,919,164 as compared to $11,466,811 for the three months ended June 30, 2018, an increase of $452,353 or 3.94%. For the three months ended June 30, 2019, cost of revenues accounted for 94.86% of total revenues compared to 77.37% of total revenues for the three months ended June 30, 2018.

 

For the six months ended June 30, 2019, cost of revenues amounted to $22,274,639 as compared to $14,018,654 for the six months ended June 30, 2018, an increase of $8,255,985 or 58.89%. For the six months ended June 30, 2019, cost of revenues accounted for 92.51% of total revenues compared to 78.53% of total revenues for the six months ended June 30, 2018.

 

Cost of revenues by product categories is as follows:

 

  

Three Months Ended

June 30,

   Increase   Percentage 
   2019   2018   (Decrease)   Change 
TCM raw materials  $2,126,883   $9,773,130   $(7,646,247)   (78.24)%
Handicrafts   3,778    503    3,275    651.09%
Others   9,788,503    1,693,178    8,095,325    478.11%
Total  $11,919,164   $11,466,811   $452,353    3.94%

 

27

 

 

  

Six Months Ended

June 30,

   Increase   Percentage 
   2019   2018   (Decrease)   Change 
TCM raw materials  $5,144,317   $11,017,307   $(5,872,990)   (53.31)%
Handicrafts   975    1,241    (266)   (21.43)%
Others   17,129,347    3,000,106    14,129,241    470.96%
Total  $22,274,639   $14,018,654   $8,255,985    58.89%

 

The increase in our cost of revenues for the three and six months ended June 30, 2019 as compared to the three months and six months ended June 30, 2018 was in line with the increase in revenue.

 

Gross Profit

 

For the three months ended June 30, 2019, gross profit was $646,058 as compared to $3,353,557 for the three months ended June 30, 2018, representing gross profit margins of 5.1% and 22.6%, respectively. For the six months ended June 30, 2019, gross profit was $1,804,587 as compared to $3,832,852 for the six months ended June 30, 2018, representing gross profit margins of 7.5% and 21.5%, respectively. Gross profit margins by categories are as follows:

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2019   2018   (Decrease)
Increase
   2019   2018   (Decrease)
Increase
 
TCM raw materials   24.72%   25.13%   (0.41)%   26.39%   25.30%   1.09%
Handicrafts   1.18%   (144.17)%   145.35%   84.06%   5.12%   78.94%
Others   (0.54)%   4.17%   (4.71)%   (0.26)%   3.27%   (3.53)%
Total   5.14%   22.63%   (17.49)%   7.49%   21.47%   (13.98)%

  

The decrease in our overall gross profit margin for the three and six month ended June 30, 2019 as compared to the three and six months ended June 30, 2018 were primarily attributable to the lower gross margin yields of TCM raw materials and “Others”.

 

Operating Expenses

 

For the three months ended June 30, 2019, operating expenses amounted to $(490,143), as compared to $1,287,300 for the three months ended June 30, 2018, a decrease of $1,777,443 or 138.08%. The decrease was mainly due to the decrease of Stock based compensation and bad debt recovery.

 

For the six months ended June 30, 2019, operating expenses amounted to $123,112 as compared to $1,547,172 for the six months ended June 30, 2018, a decrease of $1,424,060 or 92.04%. The decrease was mainly due to the decrease of Stock based compensation and bad debt recovery.

 

28

 

 

Income from Operations

 

For the three months ended June 30, 2019, income from operations was $1,136,201, as compared to income from operations of $2,066,257 for the three months ended June 30, 2018, a decrease of $930,056, or 45.01%. The decrease was primarily attributable to the decrease in gross profit from TCM raw materials and “Others”.

 

For the six months ended June 30, 2019, income from operations was $1,681,475, as compared to income from operations of $2,285,680 for the six months ended June 30, 2018, a decrease of $604,205, or 26.43%. The decrease was primarily attributable to the decrease in gross profit from TCM raw materials and “Others”.

 

Other Income

 

For the three months ended June 30, 2019, total other income was $330,103 as compared to total other expense of $453,069 for the three months ended June 30, 2018. The increase was primarily attributable to the recovery of previously written-off accounts receivables and exchange gain.

 

For the six months ended June 30, 2019, total other income was $183,477 as compared to total other expense of $523,486 for the six months ended June 30, 2018. The increase was primarily attributable to the recovery of previously written-off accounts receivables and exchange gain.

 

Net Income

 

As a result of the factors described above, our net income was $1,436,423 or $0.03 (basic and diluted), for the three months ended June 30, 2019, as compared to net income of $1,613,188 or $0.03 (basic and diluted), for the three months ended June 30, 2018. As a result of the factors described above, our net income was $1,813,465 or $0.03 (basic and diluted), for the six months ended June 30, 2019, as compared to net income of $1,762,194 or $0.03 (basic and diluted), for the six months ended June 30, 2018.

 

Foreign Currency Translation Adjustment

 

For the three months ended June 30, 2019, we reported an unrealized loss on foreign currency translation of $976,156, as compared to $2,400,809 for the three months ended June 30, 2018. For the six months ended June 30, 2019, we reported an unrealized gain on foreign currency translation of $48,728, as compared to an unrealized loss of $844,005 for the six months ended June 30, 2018. The change reflects the effect of the value of the U.S. dollar in relation to the RMB. As described elsewhere herein, the functional currency of our subsidiary, JSJ, and our VIE, HDS, is the RMB. The accompanying consolidated financial statements have been translated and presented in U.S. dollars using period end rates of exchange for assets and liabilities, and average rates of exchange for the period for net revenues, costs, and expenses. Net gains resulting from foreign exchange transactions, if any, are included in the consolidated statements of income and comprehensive income.

 

Comprehensive Income 

 

For the three months ended June 30, 2019, comprehensive income of $460,267 was derived from the sum of our net income of $1,436,423 with foreign currency translation loss of $976,156. For the three months ended June 30, 2018, comprehensive loss of $787,621 was derived from the sum of our net income of $1,613,188 with foreign currency translation loss of $2,400,809.

 

For the six months ended June 30, 2019, comprehensive income of $1,862,193 was derived from the sum of our net income of $1,813,465 with foreign currency translation gain of $48,728. For the six months ended June 30, 2018, comprehensive income of $918,189 was derived from the sum of our net income of $1,762,194 with foreign currency translation loss of $844,005.

 

Segment Information

 

For the three and six months ended June 30, 2019 as compared to the three and six months ended June 30, 2018, we operated in two reportable business segments. The business of HDS, JSJ and HYF in PRC was managed and reviewed as PRC segment. The business of YBP, Yew Bio-Pharm (HK), and MC was managed and reviewed as USA segment.

 

29

 

 

Information with respect to these reportable business segments for the three months ended June 30, 2019 and 2018 was as follows:

 

  

For the three months

June 30, 2019

  

For the three months

June 30, 2018

 
  

Revenues-

third

parties

  

Revenues -

related

party

   Total  

Revenues-

third

parties

  

Revenues -

related

party

   Total 
Revenues:                        
PRC  $9,696,743   $2,782,765   $12,479,508   $5,625   $14,677,956   $14,683,581 
                               
USA   85,714    -    85,714    136,787    -    136,787 
                               
Total revenues  $9,782,457   $2,782,765   $12,565,222   $142,412   $14,677,956   $14,820,368 

 

Information with respect to these reportable business segments for the six months ended June 30, 2019 and 2018 was as follows:

 

  

For the six months

June 30, 2019

  

For the six months

June 30, 2018

 
  

Revenues-

third

parties

  

Revenues -

related

party

   Total  

Revenues-

third

parties

  

Revenues -

related

party

   Total 
Revenues:                        
PRC  $9,696,891   $14,263,288   $23,960,179   $7,142   $17,676,836   $17,683,978 
                               
USA   119,047    -    119,047    167,528    -    167,528 
                               
Total revenues  $9,815,938   $14,263,288   $24,079,226   $174,670   $17,676,836   $17,851,506 

 

During the three months ended June 30, 2019 and 2018, the revenue from PRC segment was $12,479,508 and $14,683,581, respectively, decrease of $2,204,073 or 15.01% due to the decrease demand on Asia market. The decrease in PRC segment was mainly due to the decrease in revenue from related parties in the amount of $11,895,191, offset by the increase in revenue from third parties in the amount of 9,691,118.

 

During the three months ended June 30, 2019 and 2018, the revenue from USA segment was $85,714 and $136,787, respectively, decrease of $51,073 or 37.34%. The decrease in USA segment was due to the decrease in revenue from third parties in the amount of $51,073 attributable to our China customers’ decreased oversea demand.

 

During the six months ended June 30, 2019 and 2018, the revenue from PRC segment was $23,960,179 and $17,683,978, respectively, increase of $6,276,201 or 35.49% due to the increase demand on Asia market. The increase in PRC segment was mainly due to the increase in revenue from third parties in the amount of $9,689,749, offset by the decrease in revenue from related parties in the amount of 3,413,548.

 

During the six months ended June 30, 2019 and 2018, the revenue from USA segment was $119,047 and $167,528, respectively, decrease of $48,481 or 28.94%. The decrease in USA segment was due to the decrease in revenue from third parties in the amount of $48,481 attributable to our China customers’ decreased oversea demand.

 

30

 

 

Liquidity and Capital Resources

  

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At June 30, 2019 and December 31, 2018, we had cash balances of $156,437 and $521,670, respectively. These funds are primarily located in various financial institutions located in China. Our primary uses of cash have been for the purchase of yew trees, land use rights and yew forest assets. Additionally, we use cash for employee compensation and working capital.

 

The following table sets forth information as to the principal changes in the components of our working capital from December 31, 2018 to June 30, 2019:

 

Category 

June 30,

2019

  

December 31,

2018

   Change   Percentage change 
Current assets:                
Cash  $156,437   $521,670   $(365,233)   (70.01)%
Accounts receivable   9,597,600    17,167    9,580,433    55,807.26%
Accounts receivable - related parties   6,192,082    4,579,666    1,612,416    35.21%
Inventories   80,016    6,204,954    (6,124,938)   (98.71)%
Prepaid expenses and other assets   453,435    47,530    405,905    854.00%
Prepaid expenses - related parties   17,989    32,318    (14,329)   (44.34)%
VAT recoverables   1,173,416    985,831    187,585    19.03%
Current liabilities:                    
Accounts payable   88,756    268,359    (179,603)   (66.93)%
Payable for acquisition of yew forests   1,770,367    -    1,770,367    100.00%
Advance from customers   146    145    1    0.69%
Advance from customers - related party   2,764,984    21,295    2,743,689    12,884.19%
Accrued expenses and other payables   589,532    244,043    345,489    141.57%
Taxes payable   209,086    189,617    19,469    10.27%
Due to related parties   611,792    580,016    31,776    5.48%
Short-term borrowings   8,084,869    5,758,517    2,326,352    40.40%
Current maturities of operating lease liabilities   35,489    -    35,489    - 
Working capital:                    
Total current assets  $17,670,975   $12,389,136   $5,281,839    42.63%
Total current liabilities   14,155,021    7,061,992    7,093,029    100.44%
Working capital  $3,515,954   $5,327,144   $(1,811,190)   (34.00)%

 

31

 

 

Our working capital decreased by $1,811,190 to $3,515,954 at June 30, 2019, from working capital of $5,327,144 at December 31, 2018. This decrease in working capital is primarily attributable to:

 

an increase in payable for acquisition of yew forests of approximately $1,770,000
   

an increase in advance from customers - related party of approximately $2,744,000
   
an increase in short-term borrowings of approximately $2,326,000
   
a decrease in inventories of approximately $6,125,000

 

partially offset by:

 

an increase in accounts receivable of approximately $9,580,000
   
an increase in accounts receivable- related party of approximately $1,612,000

 

For the six months ended June 30, 2019, net cash flow provided by operating activities was $3,690,827, as compared to net cash flow provided by operating activities of $25,359,440 for the six months ended June 30, 2018, a decrease of $21,668,613. Because the exchange rate conversion is different for the balance sheet and the statements of cash flows, the changes in assets and liabilities reflected on the statements of cash flows are not necessarily identical with the comparable changes reflected on the balance sheets.

 

For the six months ended June 30, 2019, net cash flow provided by operating activities was $3,690,827 was primarily attributable to:

 

net income of approximately $1,813,000 adjusted for the add-back of non-cash items, such as inventory write-down of approximately $133,000, sale of yew forest assets as inventory of approximately 3,814,000, amortization of land use rights and yew forest assets of approximately $792,000 and bad debt recovery of approximately $390,000; and
   
Changes in operating assets and liabilities, such as an increase in accounts receivable of approximately $9,696,000, an increase in accounts receivable-related parties of approximately $993,000, a decrease in inventories of approximately $6,170,000, and an increase in advance from customers-related party of approximately $2,777,000.

 

32

 

 

For the six months ended June 30, 2018, net cash flow provided by operating activities of $25,359,440 was primarily attributable to:

 

net income of approximately $1,762,000 adjusted for the add-back of non-cash items, such as depreciation of approximately $30,000, amortization of land use rights and yew forest assets of approximately $598,000 and stock-based compensation of approximately $1,065,000; and
   
Changes in operating assets and liabilities, such as a decrease in accounts receivable of approximately $10,038,000, a decrease in accounts receivable-related parties of approximately $9,543,000, a decrease in inventories, net of approximately $3,297,000, an increase in accounts payable-related parties of approximately $366,000, an increase in VAT recoverables of approximately $855,000 and a decrease in accrued expenses and other payables of approximately $272,000.

 

Net cash flow used in investing activities was approximately $6,438,000 for the six months ended June 30, 2019. During the six months ended June 30, 2019, we have made payment in approximately $6,297,000 for purchase of yew forest assets, and made prepayments for purchases of yew forest assets of approximately $133,000. Net cash flow used in investing activities was approximately $24,053,000 for the six months ended June 30, 2018. During the six months ended June 30, 2018, we have made payment in approximately $23,681,000 for purchase of yew forest assets, and made prepayments for purchases of yew forest assets of approximately $372,000.

 

Net cash flow provided by financing activities was approximately $2,414,000 for the six months ended June 30, 2019 and consisted of proceeds of $5,234,000 from banks, and offset by repayments of approximately $2,850,000. Net cash flow used in financing activities was approximately $1,277,000 for the six months ended June 30, 2018 and consisted of proceeds of $3,156,000 from a bank, and offset by repayments of approximately $4,433,000.

 

We have historically financed our operations and capital expenditures through cash flows from operations, bank loans and advances from related parties. From March 2008 to September 2009, we received approximately $2.9 million of proceeds in the aggregate from offerings and sales of our common stock. Except for the portion used to pay for professional and other expenses in the U.S., substantial portions of the proceeds we received through sales of our common stock were retained in the PRC and used to fund our working capital requirements. As the PRC government imposes controls on PRC companies’ ability to convert RMB into foreign currencies and the remittance of currency out of China, from time to time, in order to fund our corporate activities in the U.S., Zhiguo Wang, our President and CEO, advanced funds to us in the U.S. and we repaid the amounts owed to him in RMB in the PRC.

 

It is management’s intention to expand our operations as quickly as reasonably practicable to capitalize on the demand opportunity for our products. We regularly review our cash funding requirements and attempt to meet those requirements through a combination of cash on hand, cash provided by operations and any potential available bank borrowings. We believe that we can continue meeting our cash funding requirements for our business in this manner over at least the next twelve months. The majority of our funds are maintained in RMB in bank accounts in China. We receive most of our revenue in the PRC. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade related transactions, can be made in foreign currencies by complying with certain procedural requirements. However, approval from China’s State Administration of Foreign Exchange (“SAFE”) or its local counterparts is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also, at its discretion, restrict access to foreign currencies for current account transactions. As of June 30, 2019 and December 31, 2018, approximately $45.6 million and $43.5 million, respectively, of our net assets are located in the PRC. If the foreign exchange control system in the PRC prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to transfer funds deposited within the PRC to fund working capital requirements in the U.S. or pay any dividends in currencies other than the RMB, to our shareholders.

 

33

 

 

Off-Balance Sheet Arrangements

 

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Foreign Currency Exchange Rates Risk

 

Substantially all of our operating revenues and expenses are denominated in RMB. We operate using RMB and the effects of foreign currency fluctuations are largely mitigated because local expenses in the PRC are also denominated in the same currency. We do not believe that we currently have any significant direct foreign exchange risk and have not hedged exposures denominated in foreign currencies or any other derivative financial instruments. Because we generally receive cash flows denominated in RMB, our exposure to foreign exchange risks should be limited.

 

Our assets and liabilities, of which the functional currency is the RMB, are translated into USD using the exchange rates in effect at the balance sheet date, resulting in translation adjustments that are reflected as cumulative translation adjustment in the shareholders’ equity section on our consolidated balance sheets. A portion of our net assets are impacted by changes in foreign currencies translation rates in relation to the U.S. dollar. We recorded a foreign currency translation gain of $48,728 for the six months ended June 30, 2019 and a loss of $844,005 for the six months ended June 30, 2018, respectively, to reflect the impact of the fluctuation of the RMB against the U.S. dollar.

 

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. The conversion of the RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People’s Bank of China.

 

To the extent that we decide to convert RMB denominated cash amounts into U.S. dollars for the purpose of making any dividend payments, which we have not declared but may declare in the future, or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. Conversely, if we need to convert U.S. dollars into RMB for operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount it received from the conversion. We have not used, and do not currently expect to use in the future, any forward contracts or currency borrowings to hedge exposure to foreign currency exchange risk.

 

Interest Rate Risk

 

We have not been, nor do we currently anticipate being, exposed to material risks due to changes in interest rates.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures.

 

The Company’s management has evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of the end of the period covered by this report.

 

(b) Changes in Internal Control over Financial Reporting.

 

There have not been any changes in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

 

ITEM 1A. RISK FACTORS

 

No material change.

 

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.

 

ITEM 6. EXHIBITS

 

The following exhibits are attached hereto and filed herewith:

 

31.1* Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
   
31.2* Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
   
32* Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema Document
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

*Filed herewith.

 

35

 

 

SIGNATURE

 

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

 

  YEW BIO-PHARM GROUP, INC.
   
  By: /s/ YUXI XING
    Yuxi Xing
    Chief Financial Officer

 

Date: August 13, 2019

 

36

 

 

EXHIBIT INDEX

 

Exhibit

Number

  Description of Exhibit
31.1*   Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
   
31.2*   Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
   
32*   Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   XBRL Instance Document
     
101.SCH   XBRL Taxonomy Extension Schema Document
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

*Filed herewith.

 

 

37