Filed pursuant to Rule 424(b)(3)
File No. 333-222596
Prospectus Supplement No. 3 Dated February 15, 2019
(To Prospectus Dated September 27, 2018, as updated and supplemented by Prospectus Supplement No. 1, dated September 28, 2018, and Prospectus Supplement No. 2, dated November 19, 2018)
JERASH HOLDINGS (US), INC.
57,200 Shares of Common Stock Issuable Upon Exercise of Warrants
This Prospectus Supplement No. 3 (the “Prospectus Supplement”) updates and supplements the prospectus of Jerash Holdings (US), Inc. (the “Company,” “we,” “us,” or “our”) dated September 27, 2018, as updated and supplemented by Prospectus Supplement No. 1, dated September 28, 2018, and Prospectus Supplement No. 2, dated November 19, 2018 (collectively, the “Prospectus”). The purpose of this Prospectus Supplement is to update the Prospectus with the attached documents, which we filed with the Securities and Exchange Commission:
| A. | Our Current Report on Form 8-K filed on January 23, 2019; |
| B. | Our Current Report on Form 8-K filed on February 13, 2019; and |
| C. | Our Quarterly Report on Form 10-Q filed on February 13, 2019. |
This Prospectus Supplement should be read in conjunction with the Prospectus, which is required to be delivered with this Prospectus Supplement. This Prospectus Supplement updates, amends and supplements the information included in the Prospectus. If there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.
This Prospectus Supplement is not complete without, and may not be delivered or used except in connection with, the Prospectus, including any amendments or supplements to it.
The purchase of the securities offered through the Prospectus involves a high degree of risk. Before making any investment in our common stock, you should carefully consider the risk factors section beginning on page 6 of the Prospectus.
You should rely only on the information contained in the Prospectus, as supplemented or amended by this Prospectus Supplement and any other prospectus supplement or amendment thereto. We have not authorized anyone to provide you with different information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is February 15, 2019.
Index to Filings
|
Annex
| |
| Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2019 | A |
| Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2019 | B |
| Quarterly Report on Form 10-Q for the Quarter Ended December 31, 2018, filed with the Securities and Exchange Commission on February 13, 2019 | C |
Annex A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2018
| Jerash Holdings (US), Inc. | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-38474 | 81-4701719 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 260 East Main Street, Suite 2706, Rochester, NY 14604 | ||
| (Address of principal executive offices) (Zip Code) | ||
| Registrant's telephone number, including area code: (212) 575-9085 | ||
| 147 W. 35th Street, Room #1603, New York, NY 10001 | ||
| (Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 11, 2018, Jerash Garments and Fashions Manufacturing Company Limited (“Jerash Garments”), a wholly-owned subsidiary of Jerash Holdings (US), Inc. (the “Company”) formed under the laws of the Hashemite Kingdom of Jordan (“Jordan”), entered into an agreement (the “Agreement”) with Omar Javed Bhat, an individual, to purchase all of the outstanding stock of a garment manufacturing business based in Jordan. That business, Al-Mutafaweq Co. for Garments Manufacturing Ltd. (“Paramount”), has the right to lease an approximately 100,900 square foot primary garment manufacturing factory, an approximately 10,800 square foot satellite factory facility and housing accommodations for up to 500 workers located in located in Al Tajamouat Industrial City, a Qualified Industrial Zone in Amman, Jordan. The Company will assume Paramount’s lease of these properties. Paramount also owns certain equipment and machinery located in these facilities.
Pursuant to the Agreement, this transaction will occur in installments. First, Jerash Garments will pay $380,000 for all of the stock of Paramount and receive possession of the primary factory facility. Then, after the shares of Paramount have been transferred to Jerash Garments, Jerash Garments will pay $300,000 upon operating the satellite factory facility and $300,000 for receiving possession of the housing accommodations, for an aggregate purchase price of $980,000.
Closing of this transaction is subject to a number of customary conditions, including delivery by Mr. Bhat and Paramount of certificates issued by Jordanian governmental authorities. The Company expects this transaction to close during the fiscal fourth quarter ending March 31, 2019.
Following the completion of this transaction, Paramount will become a wholly-owned subsidiary of Jerash Garments. Other than this transaction, the Company, Jerash Garments and the Company’s other subsidiaries, on the one hand, and Mr. Bhat and Paramount, on the other hand, do not have any material relationship.
A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On January 23, 2019, the Company issued a press release announcing the transaction, which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | ||
| 10.1 | Sale and Purchase Contract, dated December 11, 2018, between Jerash Garments and Fashions Manufacturing Limited and Omar Javed Bhat | ||
| 99.1 | Press Release dated January 23, 2019 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JERASH HOLDINGS (US), INC. | ||
| Dated: January 23, 2019 | By: | /s/ Richard J. Shaw |
| Richard J. Shaw | ||
| Chief Financial Officer | ||
Exhibit 10.1
Exhibit 99.1
Jerash Signs Agreement to Add Additional Manufacturing Capacity, New Orders for 800,000 Pieces
Facility expected to add 1.5 to 1.8 million pieces of annual capacity commencing April 2019
Rochester, New York – January 23, 2019 – Jerash Holdings (US), Inc. (Nasdaq: JRSH) (the “Company”), a producer of high quality textile goods for leading global brands, today announced that it signed an agreement to operate its fourth manufacturing facility in Al Tajamouat Industrial City, a Qualified Industrial Zone located in Amman, Jordan. The acquisition is expected to close in the fourth quarter of the fiscal year ended March 31, 2019. Upon the closing of the acquisition, the facility is expected to add 1.5 to 1.8 million pieces per year to Jerash’s current annual capacity of approximately 6.5 million pieces, an increase of up to 27 percent annually.
Sam Choi, the Chief Executive Officer of Jerash and Chairman of the Jerash Board of Directors stated: ''We have been persistently overbooked in our existing facilities due to high demand with current customers and a number of new customers desiring to work with Jerash. These customers have asked us to further increase production capacity at Jerash due to our compelling production quality, on time delivery, and attractive economic advantages. We are excited to announce this anticipated expansion of our manufacturing capacity by 1.5 million to 1.8 million pieces per year at a very favorable cost to Jerash.”
Choi continued: “We are also pleased to announce two new customer orders totaling more than 800,000 pieces associated with this expansion, which we expect to commence in April. In order to meet this immediate demand, we are coordinating with the Jordanian government to assume the necessary government certificates and contract guarantees for workers scheduled to arrive in the first calendar quarter for work at this facility under the prior owner. These workers will now be employed by Jerash, ensuring they have stable employment, quality housing and a rewarding, safe work environment as part of our growing team and providing rapid capacity acceleration for our customers.”
The new facilities are an existing garment manufacturing operation adjacent to Jerash’s three largest manufacturing centers. Jerash will assume the building lease from the prior owner and pay approximately $380,000 for all of the outstanding shares of Al-Mutafaweq Co. for Garments Manufacturing Ltd., the previous operator of the facility. Additionally, Jerash is coordinating with the Jordanian Ministry of Industry and Trade, Ministry of Labor and Customs Department to assume the existing compliance certificates and workplace certifications, including the facility’s Better Work Jordan credentials. Terms of the transaction call for two additional milestone payments, totaling up to $600,000 to be paid by Jerash upon taking over the dormitory facilities and assuming control of a satellite sewing facility associated with the acquired facilities. Jerash intends to further invest in machinery, dormitory expansion and facility audits to support additional growth at the new facility.
Jerash is a global enterprise headquartered in Rochester, New York, with offices in Hong Kong and manufacturing facilities located in a United States Qualifying Industrial Zone (QIZ) in Jordan, which provides for duty-free movement of industrial goods between Jordan and the US, provided the goods meet certain manufacturing and content requirements. Additionally, Jerash is engaged in a number of socially responsible initiatives designed to ensure safe, rewarding employment practices of global textile workers and employs Syrian refugees housed in United Nations camps in Jordan.
About Jerash Holdings (US), Inc.
Jerash Holdings (US), Inc. (Nasdaq: JRSH) is a manufacturer utilized by many well-known brands and retailers, such as Walmart, Costco, Sears, Hanes, Columbia, Land’s End, VF Corporation (which owns brands such as The North Face, Nautica, Timberland, Wrangler, Lee, Jansport, etc.), and Philip-Van Heusen (which owns brands such as Calvin Klein, Tommy Hilfiger, IZOD, Speedo, etc.). Its production facilities are currently made up of three factory units and two warehouses and currently employ approximately 2,900 people. The total annual capacity at its facilities is approximately 6.5 million pieces. Additional information is available at http://www.jerashholdings.com.
Forward Looking Statements
This news release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions are intended to identify forward-looking statements. Such statements reflect Jerash’s current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause actual results to differ materially from the statements made, including those risks described from time to time in filings made by Jerash with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated or expected. Statements contained in this news release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Jerash does not intend and does not assume any obligation to update these forward-looking statements, other than as required by law.
Contact:
Matt Kreps, Darrow Associates Investor Relations
(214) 597-8200
mkreps@darrowir.com
Richard J. Shaw, Chief Financial Officer
(315) 727-6791
richard.shaw@jerashholdings.com
Annex B
| UNITED STATES | |||
| SECURITIES AND EXCHANGE COMMISSION | |||
| Washington, D.C. 20549 | |||
| FORM 8-K | |||
| CURRENT REPORT | |||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||
| Date of Report (Date of earliest event reported): February 8, 2019 | |||
| Jerash Holdings (US), Inc. | |||
| (Exact name of registrant as specified in its charter) | |||
| Delaware | 001-38474 | 81-4701719 | |
| (State or other jurisdiction | (Commission | (IRS Employer | |
| of incorporation) | File Number) | Identification No.) | |
| 260 East Main Street, Suite 2706, Rochester, NY 14604 | |||
| (Address of principal executive offices) (Zip Code) | |||
| Registrant's telephone number, including area code: (212) 575-9085 | |||
| (Former name or former address, if changed since last report) | |||
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 8, 2019, the Compensation Committee (the “Committee”) of the Board of Directors of Jerash Holdings (US), Inc. (the “Company”) approved a cash bonus pool (the “Pool”), pursuant to which the Company’s Chief Executive Officer will have discretion to pay certain of the Company’s employees a cash bonus for the fiscal year ending March 31, 2019. The Company’s Vice President and Secretary, Wei Yang, will be eligible to receive a maximum cash bonus of up to $48,000 under the Pool, contingent on the Company’s profitability and at the complete discretion of the Company’s Chief Executive Officer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JERASH HOLDINGS (US), INC. | |||
| Dated: February 13, 2019 | By: | /s/ Richard J. Shaw | |
| Richard J. Shaw | |||
| Chief Financial Officer | |||
Annex C
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2018
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: 001-38474
Jerash Holdings (US), Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 81-4701719 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Jerash Holdings (US), Inc.
Suite 2706, 260 East Main Street,
Rochester, New York, NY, 14604
(Registrant’s telephone number, including area code)
(212) 575-9085
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | x | |||
| Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of February 13, 2019, there were outstanding 11,325,000 shares of common stock, par value $0.001 per share.
Jerash Holdings (US), Inc.
Form 10-Q
For the Third Quarter and Nine Months Ended December 31, 2018
Contents
| 2 |
PART I - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2018 | March 31, 2018 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 26,711,771 | $ | 8,597,830 | ||||
| Accounts receivable | 13,140,501 | 5,247,090 | ||||||
| Accounts receivable - related party | - | 50,027 | ||||||
| Inventories | 12,121,042 | 20,293,392 | ||||||
| Prepaid expenses and other current assets | 1,859,212 | 1,533,868 | ||||||
| Advance to suppliers | 63,733 | 1,128,079 | ||||||
| Total Current Assets | 53,896,259 | 36,850,286 | ||||||
| Restricted cash | 3,679,970 | 3,598,280 | ||||||
| Property, plant and equipment, net | 2,615,187 | 2,819,715 | ||||||
| Total Assets | $ | 60,191,416 | $ | 43,268,281 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Credit facilities | $ | 20,915 | $ | 980,195 | ||||
| Accounts payable | 4,592,699 | 4,776,812 | ||||||
| Accrued expenses | 1,294,515 | 1,175,427 | ||||||
| Income tax payable | 885,000 | 112,000 | ||||||
| Other payables | 957,504 | 878,987 | ||||||
| Total Current Liabilities | 7,750,633 | 7,923,421 | ||||||
| Income tax payable – non-current | 1,591,000 | 1,288,000 | ||||||
| Total Liabilities | 9,341,633 | 9,211,421 | ||||||
| Commitments and Contingencies (See Note 13) | ||||||||
| Equity | ||||||||
| Preferred stock, $0.001 par value; 500,000 shares authorized; none issued and outstanding | - | - | ||||||
| Common stock, $0.001 par value; 30,000,000 and 15,000,000 shares authorized; 11,325,000 shares and 9,895,000 shares issued and outstanding as of December 31, 2018 and March 31, 2018, respectively. | 11,325 | 9,895 | ||||||
| Additional paid-in capital | 14,762,813 | 2,742,158 | ||||||
| Statutory reserve | 71,699 | 71,699 | ||||||
| Retained earnings | 35,709,499 | 30,948,006 | ||||||
| Accumulated other comprehensive loss | (14,565 | ) | (24,502 | ) | ||||
| Total Shareholder's Equity | 50,540,771 | 33,747,256 | ||||||
| Noncontrolling interest | 309,012 | 309,604 | ||||||
| Total Equity | 50,849,783 | 34,056,860 | ||||||
| Total Liabilities and Equity | $ | 60,191,416 | $ | 43,268,281 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
| For the Three Months Ended December 31, | For the Nine Months Ended December 31, | |||||||||||||||
| 2018 | 2017 | 2018 | 2017 | |||||||||||||
| Revenue, net | $ | 18,677,164 | 11,543,763 | 70,504,646 | 60,443,400 | |||||||||||
| Cost of goods sold | 15,477,534 | 7,791,407 | 54,296,244 | 44,623,660 | ||||||||||||
| Gross Profit | 3,199,630 | 3,752,356 | 16,208,402 | 15,819,740 | ||||||||||||
Selling, general and administrative expenses | 2,173,022 | 1,557,449 | 6,250,104 | 4,316,524 | ||||||||||||
Share based compensation expenses | — | — | 3,399,934 | 116,578 | ||||||||||||
| Total Operating Expenses | 2,173,022 | 1,557,449 | 9,650,038 | 4,433,102 | ||||||||||||
| Income from Operations | 1,026,608 | 2,194,907 | 6,558,364 | 11,386,638 | ||||||||||||
| Other Income: | ||||||||||||||||
| Other income, net | 20,885 | 12,244 | 19,633 | 1,316 | ||||||||||||
| Total other income, net | 20,885 | 12,244 | 19,633 | 1,316 | ||||||||||||
| Net Income before provision for income tax | 1,047,493 | 2,207,151 | 6,577,997 | 11,387,954 | ||||||||||||
| Income tax expense (benefit) | (578,000 | ) | — | 1,251,000 | — | |||||||||||
| Net income | 1,625,493 | 2,207,151 | 5,326,997 | 11,387,954 | ||||||||||||
| Net loss attributable to noncontrolling interest | 721 | 26 | 746 | 2,845 | ||||||||||||
| Net income attributable to Jerash Holdings (US), Inc.'s Common Shareholders | $ | 1,626,214 | $ | 2,207,177 | $ | 5,327,743 | $ | 11,390,799 | ||||||||
| Net Income | $ | 1,625,493 | $ | 2,207,151 | $ | 5,326,997 | $ | 11,387,954 | ||||||||
| Other Comprehensive Income: | ||||||||||||||||
| Foreign currency translation gain (loss) | 311 | (53,817 | ) | 10,091 | (30,273 | ) | ||||||||||
| Total Comprehensive Income | 1,625,804 | 2,153,334 | 5,337,088 | 11,357,681 | ||||||||||||
| Comprehensive loss attributable to noncontrolling interest | 720 | 515 | 592 | 3,135 | ||||||||||||
| Comprehensive Income Attributable to Jerash Holdings (US), Inc.'s Common Shareholders | $ | 1,626,524 | $ | 2,153,849 | $ | 5,337,680 | $ | 11,360,816 | ||||||||
| Earnings Per Share Attributable to Common Shareholders: | ||||||||||||||||
| Basic | $ | 0.14 | $ | 0.23 | $ | 0.48 | $ | 1.18 | ||||||||
| Diluted | $ | 0.14 | $ | 0.23 | $ | 0.47 | $ | 1.18 | ||||||||
| Weighted Average Number of Shares | ||||||||||||||||
| Basic | 11,325,000 | 9,683,500 | 11,158,600 | 9,683,500 | ||||||||||||
| Diluted | 11,393,179 | 9,683,500 | 11,283,812 | 9,683,500 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017
(UNAUDITED)
| Preferred Stock | Common Stock | Additional
Paid-in | Statutory | Retained | Accumulated Other Comprehensive | Noncontrolling | Total | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Reserve | Earnings | Loss | Interest | Equity | |||||||||||||||||||||||||||||||
| Balance at March 31, 2018 | - | $ | - | 9,895,000 | $ | 9,895 | $ | 2,742,158 | $ | 71,699 | $ | 30,948,006 | $ | (24,502 | ) | $ | 309,604 | $ | 34,056,860 | |||||||||||||||||||||
| Common stock issued net of stock issuance costs of $1,387,879 | - | - | 1,430,000 | 1,430 | 8,620,691 | - | - | - | - | 8,622,121 | ||||||||||||||||||||||||||||||
| Stock-based compensation expense for the stock options issued under stock incentive plan | - | - | - | - | 3,399,934 | - | - | - | - | 3,399,934 | ||||||||||||||||||||||||||||||
| Warrants issued to the underwriter | - | - | - | - | 30 | - | - | - | - | 30 | ||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | 5,327,743 | - | (746 | ) | 5,326,997 | |||||||||||||||||||||||||||||
| Dividend Distribution | (566,250 | ) | (566,250 | ) | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation gain | - | - | - | - | - | - | - | 9,937 | 154 | 10,091 | ||||||||||||||||||||||||||||||
| Balance at December 31, 2018 (unaudited) | - | $ | - | 11,325,000 | $ | 11,325 | $ | 14,762,813 | $ | 71,699 | $ | 35,709,499 | $ | (14,565 | ) | $ | 309,012 | $ | 50,849,783 | |||||||||||||||||||||
| Balance at March 31, 2017 | - | $ | - | 8,787,500 | $ | 8,788 | $ | 1,091,212 | $ | 71,699 | $ | 20,537,889 | $ | (8,395 | ) | $ | 316,597 | $ | 22,017,790 | |||||||||||||||||||||
| Reverse recapitalization | - | - | 712,500 | 712 | 288 | - | - | - | - | 1,000 | ||||||||||||||||||||||||||||||
| Private placement - common stock and warrants issued, net of stock issuance costs of $444,475 | - | - | 395,000 | 395 | 1,534,080 | - | - | - | - | 1,534,475 | ||||||||||||||||||||||||||||||
| Stock-based compensation expense for the warrant issued to the board observer | - | - | - | - | 116,578 | - | - | - | - | 116,578 | ||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | 11,390,799 | - | (2,845 | ) | 11,387,954 | |||||||||||||||||||||||||||||
| Foreign currency translation gain | - | - | - | - | - | - | - | (29,983 | ) | (290 | ) | (30,273 | ) | |||||||||||||||||||||||||||
| Balance at December 31, 2017 (unaudited) | - | $ | - | 9,895,000 | $ | 9,895 | $ | 2,742,158 | $ | 71,699 | $ | 31,928,688 | $ | (38,378 | ) | $ | 313,462 | $ | 35,027,524 | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Nine Months Ended December 31, | ||||||||
| 2018 | 2017 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income | $ | 5,326,997 | $ | 11,387,954 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 959,975 | 899,277 | ||||||
| Stock-based compensation expense | 3,399,934 | 116,578 | ||||||
| Changes in operating assets: | ||||||||
| Accounts receivable | (7,889,687 | ) | (3,983,634 | ) | ||||
| Accounts receivable- related party | 50,044 | 2,252,257 | ||||||
| Inventories | 8,181,267 | 12,419,117 | ||||||
| Prepaid expenses and other current assets | (252,714 | ) | 95,979 | |||||
| Advance to suppliers | 1,064,756 | (3,604,797 | ) | |||||
| Changes in operating liabilities: | ||||||||
| Accounts payable | (186,461 | ) | (8,776,539 | ) | ||||
| Accrued expenses | 118,470 | 70,138 | ||||||
| Other payables | 78,070 | (198,487 | ) | |||||
| Income tax payable | 1,076,000 | - | ||||||
| Net cash provided by operating activities | 11,926,651 | 10,677,843 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchases of property, plant and equipment | (724,325 | ) | (730,269 | ) | ||||
| Acquisition deposit | (380,000 | ) | ||||||
| Other receivable - related party | - | 336,746 | ||||||
| Net cash used in investing activities | (1,104,325 | ) | (393,523 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Dividend distribution | (566,250 | ) | - | |||||
| Proceeds from short-term loan | (959,630 | ) | 948,193 | |||||
| Due from shareholders | - | 692,500 | ||||||
| Net proceeds from private placement | - | 1,772,845 | ||||||
| Net proceeds from Common stock | 8,930,300 | - | ||||||
| Warrants issued to the underwriter | 30 | - | ||||||
| Net cash provided by financing activities | 7,404,450 | 3,413,538 | ||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH | (31,145 | ) | (12,791 | ) | ||||
| NET INCREASE IN CASH AND RESTRICTED CASH | 18,195,631 | 13,685,067 | ||||||
| CASH AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 12,196,110 | 4,132,761 | ||||||
| CASH AND RESTRICTED CASH, END OF THE PERIOD | $ | 30,391,741 | $ | 17,817,828 | ||||
| CASH AND RESTRICTED CASH, END OF THE PERIOD | $ | 30,391,741 | $ | 17,817,828 | ||||
| LESS: NON-CURRENT RESTRICTED CASH | 3,679,970 | 3,472,374 | ||||||
| CASH, END OF PERIOD | $ | 26,711,771 | $ | 14,345,454 | ||||
| Non-cash financing activities | ||||||||
| Warrants issued to underwriters in connection with the IPO in fiscal 2019 and the private placement in fiscal 2018 | $ | 160,732 | $ | 161,926 | ||||
| Prepaid stock issuance cost netted with proceeds from the IPO in fiscal 2019 and the private placement in fiscal 2018 | $ | 308,179 | $ | 239,105 | ||||
Income taxes paid | $ | 175,000 | $ | - | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Jerash Holdings (US), Inc. (“Jerash Holdings”) is a corporation established under the laws of the State of Delaware on January 20, 2016. Jerash Holdings is a parent holding company with no operations.
Global Trend Investment Limited (“GTI”) was a limited company that was incorporated in the British Virgin Islands (“BVI”) on July 5, 2000, and was owned by two individuals and a BVI corporation, Merlotte Enterprise Limited, which was wholly owned by the Chairman of the Board of GTI and Jerash Garments and Fashions Manufacturing Company Limited (“Jerash Garments”). Previously, GTI was wholly-owned by Wealth Choice Limited (“WCL”), a BVI corporation, and the Chairman of the Board of Jerash Garments is also one of the beneficial owners of WCL and its subsidiaries. In September 2016, WCL transferred its ownership in GTI and its subsidiaries to Merlotte Enterprise Limited and an individual shareholder, and in October 2016, the individual shareholder transferred approximately 22% of its shares to another individual shareholder.
Jerash Garments is a wholly owned subsidiary of Jerash Holdings and was the wholly owned subsidiary of GTI prior to the Merger described below. Jerash Garments was established in Amman, the Hashemite Kingdom of Jordan (“Jordan”) as a limited liability company on November 26, 2000 with declared capital of 50,000 Jordanian Dinar (“JOD”) (approximately US$70,500).
Jerash for Industrial Embroidery Company (“Jerash Embroidery”) and Chinese Garments and Fashions Manufacturing Company Limited (“Chinese Garments”) were both incorporated in Amman, Jordan as limited liability companies on March 11, 2013 and June 13, 2013, respectively, with declared capital of JOD 50,000 each. Jerash Embroidery and Chinese Garments were initially established under the name of Jerash Garments’ nominated agent but were in fact controlled and fully funded by Jerash Garments. On January 1, 2015, the nominated agent entered into an equity transfer agreement with Jerash Garments, in which the nominated agent agreed to transfer 100% ownership interests of Jerash Embroidery and Chinese Garments to Jerash Garments (the “Equity Transfer”). Subsequent to the Equity Transfer, Jerash Embroidery and Chinese Garments became wholly owned subsidiaries of Jerash Garments. Jerash Garments, Jerash Embroidery and Chinese Garments were effectively controlled by the same controlling shareholders before and after the Equity Transfer. Thus, this transaction is considered a reorganization of entities under common control. The consolidations of Jerash Embroidery and Chinese Garments have been accounted for at their carrying amounts as of the beginning of the first period presented in the accompanying consolidated financial statements.
Victory Apparel (Jordan) Manufacturing Company Limited (“Victory Apparel”) was incorporated as a limited liability company in Amman, Jordan on September 18, 2005 with declared capital of JOD 50,000, as a wholly owned subsidiary of WCL. Jerash Garments is the sole user of the land, building and equipment being held by Victory Apparel and had a lease agreement with Victory Apparel related to the use of these assets before GTI and its subsidiaries were acquired by WCL in March 2012. The land and building were not registered in Victory Apparel’s name, and Jerash Garments continued to hold the land and building in its name in trust for Victory Apparel. The declaration of trust was never registered with the Land Registry of Jordan, and on June 30, 2016, Victory Apparel and Jerash Garments dissolved the sale agreement, resulting in the property and equipment being owned free and clear by Jerash Garments. Victory Apparel has no significant assets or liabilities as well as no significant operating activities of its own and WCL intends to dissolve the entity.
| 7 |
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)
Although Jerash Garments does not own the equity interest of Victory Apparel, our president, director and significant shareholder, Mr. Choi, is also a director of Victory Apparel and controls all decision-making for Victory Apparel along with our other significant shareholder, Mr. Lee Kian Tjiauw, who have the ability to control Victory Apparel’s financial affairs. In addition, Victory Apparel's equity at risk is not sufficient to permit it to operate without additional subordinated financial support from Mr. Choi. Based on these facts, we concluded that Jerash Garments has effective control over Victory Apparel due to Mr. Choi’s roles at both organizations and therefore Victory Apparel is considered a Variable Interest Entity (“VIE”) under Accounting Standards Codification (“ASC”) 810-10-05-08A. Accordingly, Jerash Garments consolidates Victory Apparel’s operating results, assets and liabilities.
Treasure Success International Limited (“Treasure Success”) was incorporated on July 5, 2016 in Hong Kong, China, whose 100% equity interest is registered under the name of the Chairman of the Board of Jerash Garments, with the primary purpose to employ staff from China to support Jerash Garments' operations. On October 31, 2016, the Chairman of the Board of Jerash Garments transferred his 100% equity interest of Treasure Success to GTI. Treasure Success was inactive until October 2016. Treasure Success was consolidated as a VIE before October 31, 2016. The transfer was accounted for as a transfer between entities under common control.
On May 11, 2017, the shareholders of GTI contributed 100% of their outstanding capital stock in GTI to Jerash Holdings in exchange for an aggregate of 8,787,500 shares of common stock of Jerash Holdings. Immediately prior to this transaction, Jerash Holdings had 712,500 shares of common stock outstanding with a par value of $0.001 per share. Immediately following this transaction, GTI merged with and into Jerash Holdings, with Jerash Holdings being the surviving entity, as a result of which Jerash Holdings became the direct parent of GTI’s wholly owned subsidiaries, Jerash Garments, including its wholly owned subsidiaries, and Treasure Success. The transactions described above are collectively referred to as the “Merger.”
The Merger was accounted for as a reverse recapitalization. Under reverse capitalization accounting, GTI is recognized as the accounting acquirer, and Jerash Holdings is the legal acquirer or accounting acquiree. As such, following the Merger, the historical financial statements of GTI and its subsidiaries are treated as the historical financial statements of the combined company.
Consequently, the consolidated financial statements of Jerash Holdings reflect the operations of the accounting acquirer and a recapitalization of the equity of the accounting acquirer.
Jerash Holdings, its subsidiaries and VIE (herein collectively referred to as the “Company”) are engaged in manufacturing customized ready-made outerwear from knitted fabric and exporting produced apparel for large brand-name retailers. The Company is diversifying the range of products to include additional pieces such as trousers and urban styling outerwear and different types of natural and synthetic materials and is also expanding its workforce in Jordan with workers from other countries, including Bangladesh, Sri Lanka, India, Myanmar and Nepal.
| 8 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared and presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the fiscal year ended March 31, 2018.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company's financial position as of December 31, 2018, its results of operations and its cash flows for the nine months ended December 31, 2018 and 2017, as applicable, have been made. The unaudited interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the financial statements of Jerash Holdings, its subsidiaries and VIE. All significant intercompany balances and transactions have been eliminated in consolidation.
In accordance with accounting standards regarding consolidation of variable interest entities, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIEs. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.
As described in Note 1, management of the Company has concluded that Victory Apparel is a VIE, and that Jerash Garments is considered the primary beneficiary because Mr. Choi, our president, director and significant shareholder absorbs the risks and rewards of Victory Apparel; therefore, we consolidate Victory Apparel for financial reporting purposes. Noncontrolling interests result from the consolidation of Victory Apparel, which is 100% owned by WCL.
Principles of Consolidation (Continued)
The following table sets forth the carrying amounts of the assets and liabilities of the VIE, Victory Apparel, which was included in the Company’s consolidated balance sheets:
| December 31, 2018 | March 31, 2018 | |||||||
| Current assets | $ | 1,325 | $ | 2,069 | ||||
| Intercompany receivables* | 307,687 | 311,527 | ||||||
| Total assets | 309,012 | 313,596 | ||||||
| Third party current liabilities | - | (3,992 | ) | |||||
| Total liabilities | - | (3,992 | ) | |||||
| Net assets | $ | 309,012 | $ | 309,604 | ||||
* Receivables from Jerash Garments are eliminated upon consolidation.
| 9 |
Victory Apparel did not generate any income but incurred certain expenses for each of three and nine month periods ended December 31, 2018 and 2017. The loss was $721 and $26 for the three months ended December 31, 2018 and 2017, respectively. The loss was $746 and $2,845 for the nine months ended December 31, 2018 and 2017, respectively.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates include allowance for doubtful accounts, valuation of inventory reserve and useful lives of buildings and other property. Actual results could differ from these estimates.
Cash
The Company considers all highly liquid investment instruments with an original maturity of three months or less from the original date of purchase to be cash equivalents. As of December 31, 2018 and March 31, 2018, the Company had no cash equivalents.
Restricted Cash
Restricted cash consists of cash used as security deposits to obtain credit facilities of the Company from a bank and to secure custom clearance under the requirements of local regulations. The Company is required to keep certain amounts on deposit that are subject to withdrawal restrictions. These security deposits at the bank are refundable only when the bank facilities are terminated. The restricted cash is classified as a non-current asset since the Company has no intention to terminate these bank facilities within one year.
Accounts Receivable
Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for uncollectible accounts. The Company usually grants credit to customers with good credit standing for a maximum of 90 days and determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management's best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the unaudited condensed consolidated statements of income and comprehensive income. Actual amounts received may differ from management's estimate of credit worthiness and the economic environment. Delinquent account balances are written off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. No allowance was considered necessary as of December 31, 2018 and March 31, 2018.
Inventories
Inventories are stated at the lower of cost or net realizable value. Inventories include cost of raw materials, freight, direct labor and related production overhead. The cost of inventories is determined using the First in, First-out (“FIFO”) method. The Company periodically reviews its inventories for excess or slow-moving items and makes provisions as necessary to properly reflect inventory value.
| 10 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property, Plant and Equipment
Property, plant and equipment are recorded at cost, reduced by accumulated depreciation and amortization. Depreciation and amortization expense related to property, plant and equipment is computed using the straight-line method based on estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the initial lease term or the estimated useful life of the improvements. The useful life and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment. The estimated useful lives of depreciation and amortization of the principal classes of assets are as follows:
| Useful life | ||
| Land | Infinite | |
| Property and buildings | 15 years | |
| Equipment and machinery | 3-5 years | |
| Office and electronic equipment | 3-5 years | |
| Automobiles | 5 years | |
| Leasehold improvements | Lesser of useful life and lease term |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation or amortization of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income and comprehensive income.
Impairment of Long-Lived Assets
The Company assesses its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Factors which may indicate potential impairment include a significant underperformance relative to the historical or projected future operating results or a significant negative industry or economic trend. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by that asset. If impairment is indicated, a loss is recognized for any excess of the carrying value over the estimated fair value of the asset. The fair value is estimated based on the discounted future cash flows or comparable market values, if available. The Company did not record any impairment loss during the three and nine months ended December 31, 2018 and 2017.
| 11 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
The Company adopted Accounting Standards Codification ("ASC") 606 in the first quarter of fiscal year 2019 using the modified retrospective approach. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The Company has assessed the impact of the guidance by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer of control and principal versus agent considerations. Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of Topic 606 and therefore there was no material change to the Company’s consolidated financial statements upon adoption of ASC 606.
The table below presents the impact of applying the new revenue recognition standard to the components of total revenue within the unaudited condensed consolidated statement of income and comprehensive income for the three and nine months ended December 31, 2018. The Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and concluded that there was no difference in the pattern of revenue recognition:
| Three Months Ended | ||||||||||||
| December 31, | ||||||||||||
| (in millions of dollars) | ||||||||||||
| As reported | Financial Results prior to Adoption of Revenue Recognition Standard | Impact of Adoption of Revenue Recognition Standard | ||||||||||
| Revenue: | $ | 18,677,164 | $ | 18,677,164 | $ | - | ||||||
| 12 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition (Continued)
| Nine Months Ended | ||||||||||||
| December 31, | ||||||||||||
| (in millions of dollars) | ||||||||||||
| As reported | Financial Results prior to Adoption of Revenue Recognition Standard | Impact of Adoption of Revenue Recognition Standard | ||||||||||
| Revenue: | $ | 70,504,646 | $ | 70,504,646 | $ | - | ||||||
Substantially all of the Company’s revenue is derived from product sales, which consist of sales of the Company’s customized ready-made outerwear for large brand-name retailers. The Company considers purchase orders to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue for the transfer of promised goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods. Generally, payment is due from customers within 30 to 60 days of the invoice date, and the contracts do not have significant financing components. Shipping and handling costs associated with outbound freight are not an obligation of the Company.
All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company's historical experience, complete satisfaction of the performance obligation, and the Company's best judgment at the time the estimate is made.
The contract assets are recorded on the Condensed Consolidated Balance Sheet as accounts receivable as of December 31, 2018 and March 31, 2018, respectively. For the three and nine months ended December 31, 2018 and 2017, there was no revenue recognized from performance obligations related to prior periods. As of December 31, 2018, there was no revenue expected to be recognized in any future periods related to remaining performance obligations.
The Company has one revenue generating reportable geographic segment under ASC Topic 280 “Segment Reporting” and derives its sales primarily from its sales of customized ready-made outerwear. The Company believes disaggregation of revenue by geographic region best depicts the nature, amount, timing, and uncertainty of its revenue and cash flows (see Note 12).
| 13 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Shipping and Handling
Proceeds collected from customers for shipping and handling costs are included in revenues. Shipping and handling costs are expensed as incurred and are included in operating expenses, as a part of selling, general and administrative expenses. Total shipping and handling expenses were $177,071 and $111,205 for the three months ended December 31, 2018 and 2017, respectively. Total shipping and handling expenses were $593,223 and $508,204 for the nine months ended December 31, 2018 and 2017, respectively.
Income Taxes
The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled. Jerash Holdings was incorporated in the State of Delaware and is subject to Federal income tax in the United States of America. GTI was incorporated in the BVI and is not subject to income taxes under the current laws of BVI. Treasure Success was registered in Hong Kong and has no operating profit for current tax liabilities. Jerash Garments, Jerash Embroidery, Chinese Garments and Victory Apparel are subject to the regulations of Income Tax Department in Jordan. The corporate income tax rate in Jordan is 14% for the industrial sector. In accordance with the Investment Encouragement Law, Jerash Garments' export sales to overseas customers are entitled to a 100% income tax exemption for a period of 10 years commencing at the first day of production. This exemption was extended for 5 years until December 31, 2018. Effective January 1, 2019 Jerash Garments and its subsidiaries will begin paying corporate income tax in Jordan at a rate of 5%.
The estimated tax savings as a result of the tax exemption for Jerash Garments totaled $261,372 and $342,254 for the three months ended December 31, 2018 and 2017, respectively. Per share effect of the tax exemption was $0.02 and $0.04 for the three months ended December 31, 2018 and 2017.
The estimated tax savings as a result of the tax exemption for Jerash Garments totaled $1,623,602 and $1,675,086 for the nine months ended December 31, 2018 and 2017, respectively. Per share effect of the tax exemption was $0.15 and $0.17 for each of the nine months ended December 31, 2018 and 2017.
Local sales of Jerash Garments are subject to income tax at a fixed rate of 14%. No tax provision was provided for the three and nine months ended December 31, 2017 since there was no net income generated from local sales. The income tax expense recorded for the nine months ended December 31, 2018 takes into account the 5% tax rate that Jerash Garments will become subject to as of January 1, 2019.
| 14 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes (Continued)
The Company accounts for income taxes in accordance with ASC 740, “Income Taxes,” which requires the Company to use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carry forwards. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized. Deferred income taxes were immaterial, and accordingly, no deferred tax assets or liabilities were recognized as of December 31, 2018 and March 31, 2018.
ASC 740 clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in its financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of income and comprehensive income. There were no uncertain tax positions, and tax returns in Jordan prior to 2015 are not subject to examination by any applicable tax authorities.
On December 22, 2017, the “Tax Cuts and Jobs Act” (the “Tax Act”) was enacted. Under the provisions of the Tax Act, the U.S. corporate tax rate decreased from 35% to 21%. As the Company has a March 31 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of approximately 28% for our fiscal year ending March 31, 2018, and 21% for subsequent fiscal years. Additionally, the Tax Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation under the new Global Intangible Low-Taxed Income (GILTI) regime. Please see further discussion regarding the Company’s accounting for the Tax Act in Note 14.
| 15 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Foreign Currency Translation
The reporting currency of the Company is the U.S. dollar and the Company uses the Jordanian Dinar (“JOD”) as its functional currency, except Treasure Success, which uses the Hong Kong Dollar (“HKD”) as its functional currency. The assets and liabilities of the Company have been translated into U.S. dollars using the exchange rates in effect at the balance sheet date, equity accounts have been translated at historical rates, and revenue and expenses have been translated into U.S. dollars using average exchange rates in effect during the reporting period. Cash flows are also translated at average translation rates for the periods, therefore, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.
The value of JOD against US dollars and other currencies may fluctuate and is affected by, among other things, changes in the Jordan’s political and economic conditions. Any significant revaluation of JOD may materially affect the Company’s financial condition in terms of US dollars reporting. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:
| December 31, 2018 | March 31, 2018 | December 31, 2017 | ||||
| Period-end spot rate | US$1=JOD 0.7090 | US$1=JOD 0.7094 | US$1=JOD 0.7097 | |||
| US$1=HKD 7.8309 | US$1=HKD 7.8490 | US$1=HKD 7.8003 | ||||
| Average rate | US$1=JOD 0.7091 | US$1=JOD 0.7092 | US$1=JOD 0.7093 | |||
| US$1=HKD 7.8431 | US$1=HKD 7.8091 | US$1=HKD 7.8125 |
Stock-Based Compensation
The Company measures compensation expense for stock-based awards to non-employee contractors and directors based upon the awards’ initial grant-date fair value. The estimated grant-date fair value of the award is recognized as expense over the requisite service period using the straight-line method. The fair value of awards to non-employees is then marked-to-market each reporting period until vesting criteria are met.
| 16 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-Based Compensation (Continued)
The Company estimates the fair value of stock warrants and stock options using a Black-Scholes model. This model is affected by the Company's stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the warrant, expected risk-free rates of return, the expected volatility of the Company's common stock, and expected dividend yield, each of which is more fully described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value.
| · | Expected Term: the expected term of a warrant is the period of time that the warrant is expected to be outstanding. |
| · | Risk-free Interest Rate: the Company bases the risk-free interest rate used in the Black-Scholes model on the implied yield at the grant date of the U.S. Treasury zero-coupon issue with an equivalent term to the stock-based award being valued. Where the expected term of a stock-based award does not correspond with the term for which a zero coupon interest rate is quoted, the Company's uses the nearest interest rate from the available maturities. |
| · | Expected Stock Price Volatility: the Company utilizes comparable public company volatility over the same period of time as the life of the warrant. |
| · | Dividend Yield: Until November 2018, the Board of Directors had not declared, and the Company had not yet paid, any dividends. Accordingly, stock-based compensation awards granted prior to November 2018 assumed no dividend yield, while any subsequent stock-based compensation awards will be valued using the anticipated dividend yield. |
Earnings per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS (See Note 11).
Comprehensive Income
Comprehensive income consists of two components, net income and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in JOD or HKD to U.S. Dollar is reported in other comprehensive income (loss) in the unaudited condensed consolidated statements of income and comprehensive income.
| 17 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value of Financial Instruments
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| · | Level 1 - Quoted prices in active markets for identical assets and liabilities. |
| · | Level 2 - Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| · | Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
The Company considers the recorded value of its financial assets and liabilities, which consist primarily of cash, including restricted cash, accounts receivable, other receivables, due from related parties, due from shareholders, accounts payable, accrued expenses, other payables and short-term loan to approximate the fair value of the respective assets and liabilities at December 31, 2018 and March 31, 2018 based upon the short-term nature of these assets and liabilities.
Concentrations and Credit Risk
Credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of December 31, 2018 and March 31, 2018, $5,566,358 and $4,793,527 of the Company’s cash was on deposit at financial institutions in Jordan, where there currently is no rule or regulation requiring such financial institutions to maintain insurance to cover bank deposits in the event of bank failure. As of December 31, 2018 and March 31, 2018, $24,732,451 and $7,400,111 of the Company’s cash was on deposit at financial institutions in Hong Kong, which are insured by the Hong Kong Deposit Protection Board subject to certain limitations. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. As of December 31, 2018 and March 31, 2018, $92,932 and $2,472 of the Company’s cash was on deposit in the United States and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.
| 18 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentrations and Credit Risk (Continued)
Credit risk (Continued)
Accounts receivable are typically unsecured and derived from revenue earned from customers, and therefore are exposed to credit risk. The risk is mitigated by the Company's assessment of its customers' creditworthiness and its ongoing monitoring of outstanding balances.
Customer and vendor concentration risk
Prior to August 2016, substantially all of the Company’s sales were made to end-customers, through its affiliate (see Note 9), that are located primarily in the United States (see Note 12). Thereafter, the Company began selling directly to its customers. The Company’s operating results could be adversely affected by U.S. government policy on exporting business, foreign exchange rate fluctuations, and change of local market conditions. The Company has a concentration of its revenues and purchases with specific customers and suppliers. For the three months ended December 31, 2018, two end-customers accounted for 82% and 12%, respectively of total revenue. For the nine months ended December 31, 2018, two end-customers accounted for 83% and 5%, respectively of total revenue. For the three months ended December 31, 2017, two end-customers accounted for 72% and 12%, respectively of total revenue. For the nine months ended December 31, 2017, two end-customers accounted for 81% and 8%, respectively of total revenue. Including accounts receivable balances through the Company’s affiliates, as of December 31, 2018, two end-customers accounted for 91% and 8% of the total accounts receivable balance, respectively. Including accounts receivable balances through the Company’s affiliates, as of March 31, 2018, two end-customers accounted for 57% and 22% of the total accounts receivable balance, respectively.
For the three months ended December 31, 2018, the Company purchased approximately 33% and 28% of its raw materials from two major suppliers. For the nine months ended December 31, 2018, the Company purchased approximately 16% ,14%, 11% and 10% of its raw materials from four major suppliers. For the three months ended December 31, 2017, the Company purchased approximately 62% and 12%, respectively, of its raw materials from two major suppliers. For the nine months ended December 31, 2017, the Company purchased approximately 87% of its raw materials from one major supplier. As of December 31, 2018 accounts payable to the two major suppliers accounted for 60% and 10% of the total accounts payable balance. As of March 31, 2018, there was a net prepaid balance to one major supplier totaling $874,591.
A loss of any of these customers or suppliers could adversely affect the operating results or cash flows of the Company.
| 19 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Risks and Uncertainties
The principal operations of the Company are located in Jordan. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in Jordan, as well as by the general state of the Jordanian economy. The Company’s operations in Jordan are subject to special considerations and significant risks not typically associated with companies in North America. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in Jordan. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
New Accounting Pronouncements Recently Adopted
As disclosed in Note 2 – Summary of Significant Accounting Policies – Revenue Recognition above, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) effective April 1, 2018 using the retrospective transition method. This new accounting standard outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. This standard supersedes existing revenue recognition requirements and eliminates most industry-specific guidance from U.S. GAAP. The core principle of the new accounting standard is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the adoption of this new accounting standard resulted in increased disclosure, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Adoption of this standard did not result in significant changes to the Company’s accounting policies, business processes, systems or controls, or have a material impact on the Company’s financial position, results of operations and cash flows or related disclosures. As such, prior period financial statements were not recast.
On April 1, 2018, we adopted ASU 2016-18, Restricted Cash – A Consensus of the FASB Emerging Issues Task Force, (“ASU 2016-18”), which amends ASC 230, Statement of Cash Flows, to clarify guidance on the classification and presentation of restricted cash in the statement of cash flows using the full retrospective method. Adoption of this standard did not have a material impact on our consolidated financial statements. See our unaudited condensed consolidated statements of cash flows for the reconciliation of cash presented in the statements of cash flows to the cash presented on the balance sheet.
| 20 |
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
New Accounting Pronouncements Recently Adopted (Continued)
In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09"), which amends the scope of modification accounting for share-based payment arrangements such that an entity would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. ASU 2017-09 became effective for the Company beginning April 1, 2018 for both interim and annual reporting periods. The adoption of ASU 2017-09 did not have a material impact on the Company's condensed consolidated financial statements.
New Accounting Pronouncements Not Yet Adopted
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under this ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. This ASU is effective for annual reporting periods beginning after December 15, 2018. Early adoption of this ASU is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements.
In February 2016, the FASB issued ASU 2018-20, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing leases assets and lease liabilities on the balance sheet and disclosing key information about lease transactions. This ASU is effective for annual reporting periods beginning after December 15, 2018. Early adoption of this ASU is permitted. The Company is evaluating the effect of the pronouncement on the financial statements.
NOTE 4 – ACCOUNTS RECEIVABLES, NET
The Company’s net accounts receivable is as follows:
| As of | As of | |||||||
| December 31, 2018 | March 31, 2018 | |||||||
| Trade accounts receivable | $ | 13,140,501 | $ | 5,247,090 | ||||
| Less: allowances for doubtful accounts | - | - | ||||||
| Accounts receivables, Net | $ | 13,140,501 | $ | 5,247,090 | ||||
As of December 31, 2018 and March 31, 2018 the balance of accounts receivable includes $3 and $470,659, of factored accounts receivable to be received from Hong Kong and Shanghai Banking Corporation (“HSBC”) under the Factoring Agreement (see Note 10).
| 21 |
NOTE 5 – INVENTORIES
Inventories consisted of the following:
| As of | As of | |||||||
| December 31, 2018 | March 31, 2018 | |||||||
| Raw materials | $ | 6,497,773 | $ | 11,497,237 | ||||
| Work-in-progress | 620,926 | 2,073,509 | ||||||
| Finished goods | 5,002,343 | 6,722,646 | ||||||
| Total inventory | $ | 12,121,042 | $ | 20,293,392 | ||||
An inventory allowance was not considered necessary as of December 31, 2018 and March 31, 2018.
NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following:
| As of December 31, 2018 | As of March 31, 2018 | |||||||
| Land | $ | 61,078 | $ | 61,048 | ||||
| Property and buildings | 432,562 | 432,347 | ||||||
| Equipment and machinery | 5,542,094 | 4,918,270 | ||||||
| Office and electric equipment | 538,177 | 505,356 | ||||||
| Automobiles | 367,332 | 372,084 | ||||||
| Leasehold improvements | 1,648,603 | 1,552,108 | ||||||
| 8,589,846 | 7,841,213 | |||||||
| Construction in progress | 197,290 | 217,494 | ||||||
| Less: Accumulated Depreciation and Amortization | (6,171,949 | ) | (5,238,992 | ) | ||||
| Property and Equipment, Net | $ | 2,615,187 | $ | 2,819,715 | ||||
Depreciation and amortization expense was $306,433 and $310,953 for the three months ended December 31, 2018 and 2017, respectively. Depreciation and amortization expense was $959,975 and $899,277 for the nine months ended December 31, 2018 and 2017, respectively.
The construction in progress account represents costs incurred for constructing the Company's two new sewing workshops; the first is an approximately 4,800 square foot workshop in the Tafilah Governorate of Jordan, which is expected to be completed by the middle of calendar year 2019. The second one is an approximately 54,000 square foot workshop in Al-Hasa County in the Tafilah Governorate of Jordan, which is expected to be completed by the middle of calendar year 2019.
NOTE 7 – EQUITY
Preferred Stock
The Company has 500,000 authorized shares of preferred stock with a par value of $0.001 per share, and with none issued and outstanding as of December 31, 2018 and March 31, 2018. The preferred stock can be issued by the Board of Directors of Jerash Holdings in one or more classes or one or more series within any class, and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, rights, qualifications, limitations or restrictions of such rights as the Board of Directors may determine from time to time.
| 22 |
NOTE 7 – EQUITY (Continued)
Common Stock
Prior to September 17, 2018, the Company had 15,000,000 authorized shares of common stock with a par value of $0.001 per share. On September 17, 2018, following approval from its stockholders, the Company filed a certificate of amendment to its certificate of incorporation to increase its authorized shares of common stock from 15,000,000 to 30,000,000. The Company had 11,325,000 shares and 9,895,000 shares of common stock outstanding as of December 31, 2018 and March 31, 2018 respectively.
Statutory Reserve
In accordance with the Corporate Law in Jordan, Jerash Garments, Jerash Embroidery, Chinese Garments and Victory Apparel are required to make appropriations to certain reserve funds, based on net income determined in accordance with generally accepted accounting principles of Jordan. Appropriations to the statutory reserve are required to be 10% of net income until the reserve is equal to 100% of the entity’s share capital. This reserve is not available for dividend distribution. As of both December 31, 2018 and March 31, 2018, the consolidated balance of the statutory reserve was $71,699.
Cash Dividend
On November 1, 2018, the Board of Directors of Jerash Holdings declared a cash dividend of $0.05 per share of common stock, payable to shareholders of record at the close of business on November 19, 2018. The dividend, equal to $566,250 in the aggregate, was paid on November 27, 2018.
Private placement
On May 15, 2017, the Company closed the initial closing of a private placement for the sale of an aggregate of 540,000 shares of common stock and warrants exercisable for up to 54,000 shares of common stock to ten accredited investors. Fifty percent of the shares (270,000 shares) purchased in the initial closing were sold by one of the Company’s shareholders at $4.99 per share, the remaining fifty percent of the shares (270,000 shares) were issued by Jerash Holdings. Each share was sold together with one warrant, with each such warrant being immediately exercisable for one-tenth of one share of common stock. 540,000 five-year warrants were issued at $0.01 per warrant to purchase up to 54,000 shares of Jerash Holdings’ common stock at an exercise price per full share equal to $6.25. The Company received aggregate gross proceeds of $1,352,700 for the shares and warrants issued and sold in the initial closing of the private placement, and incurred direct expenses related to the offering of $379,828.
| 23 |
NOTE 7 – EQUITY (Continued)
On August 18, 2017, the Company conducted the second closing of a private placement, pursuant to which an aggregate of 200,000 shares of common stock and warrants exercisable for up to 20,000 shares of common stock were sold to one accredited investor. Fifty percent of the shares (100,000 shares) purchased in the closing were sold by one of the Company’s shareholders at $4.99 per share and the remaining fifty percent of the shares (100,000 shares) were issued by Jerash Holdings. Each share was sold together with one warrant, with each such warrant being immediately exercisable for one-tenth of one share of common stock. 200,000 five-year warrants were issued at $0.01 per warrant to purchase up to 20,000 shares of Jerash Holdings’ common stock at an exercise price per full share equal to $6.25. The Company received net proceeds of $450,910 for the shares and warrants issued and sold in the closing of this private placement.
On September 27, 2017, the Company conducted the third and final closing of a private placement, pursuant to which an aggregate of 50,000 shares of common stock and warrants exercisable for up to 5,000 shares of common stock were sold to two accredited investors. Fifty percent of the shares (25,000 shares) purchased in the closing were sold by one of the Company’s shareholders at $4.99 per share and the remaining fifty percent of the shares (25,000 shares) were issued by Jerash Holdings. Each share was sold together with one warrant, with each such warrant being immediately exercisable for one-tenth of one share of common stock. 50,000 five-year warrants were issued at $0.01 per warrant to purchase up to 5,000 shares of Jerash Holdings’ common stock at an exercise price per full share equal to $6.25. The Company received net proceeds of $110,179 for the shares and warrants issued and sold in the closing of this private placement.
Initial Public Offering
The registration statement on Form S-1 (File No. 333-222596) for the Company’s initial public offering (the “IPO”) was declared effective on March 14, 2018. On May 2, 2018 the Company issued 1,430,000 shares of common stock at $7.00 per share and received gross proceeds of $10,010,000. The Company incurred underwriting commissions of $477,341, underwriter offering expenses of $250,200 and additional underwriting expenses of $352,159, yielding net proceeds from the IPO of $8,930,300.
Independent Board of Directors
Simultaneous with the closing of the IPO, the Company increased the size of the Board of Directors from two to five members and elected three new independent directors who were all reelected to the Board of Directors at the Company’s annual meeting of stockholders and will hold office until the next annual meeting of stockholders. The Company approved an audit committee charter and formed an audit committee of the Board of Directors, whose chair is an “audit committee financial expert.” The Company also approved a compensation committee charter and a nominating and corporate governance committee charter and formed a compensation committee and a nominating and corporate governance committee.
| 24 |
NOTE 8 – STOCK BASED COMPENSATION
Warrants issued for services
From time to time, the Company issues warrants to purchase its common stock. These warrants are valued using a Black-Scholes model and using the volatility, market price, exercise price, risk-free interest rate and dividend yield appropriate at the date the warrants were issued.
On May 15, 2017, Jerash Holdings issued warrants to the designees of the placement agent in the above private placement to purchase 48,600 units, with each unit consisting of one share of Jerash Holdings common stock and one warrant (with each such warrant being immediately exercisable for one-tenth of one share of its common stock at an exercise price of $6.25 per share for a period of five years from the issuance date), at an exercise price of $5.50 per unit. The fair value of these units was $107,990 and was included in offering costs of the private placement in May 2017.
On May 15, 2017, Jerash Holdings also issued a five-year warrant to purchase up to 50,000 shares of its common stock pursuant to a letter agreement with one of its board advisors. The warrant has an exercise price of $5.00 per share and may be converted by means of “cashless” exercise during the term of the warrant. This warrant may be exercised any time after issuance through and including the five-year anniversary of the issuance date. Stock-based compensation expense was recognized during the quarter ended June 30, 2017 was $116,578 for this warrant. No compensation expense was recognized in connection with this warrant during the three and nine months ended December 31, 2018.
On August 1, 2017, warrants to purchase 18,000 units became issuable by Jerash Holdings to the designees of the placement agent in the above private placement, with each unit consisting of one share of Jerash Holdings common stock and one warrant (with each such warrant being immediately exercisable for one-tenth of one share of its common stock at an exercise price of $6.25 per share for a period of five years from the issuance date), at an exercise price of $5.50 per unit. The fair value of these units was $43,122 and was included in offering costs of the private placement in August 2017.
On September 27, 2017, warrants to purchase 4,500 units became issuable by Jerash Holdings to the designees of the placement agent in the above private placement, with each unit consisting of one share of Jerash Holdings common stock and one warrant (with each such warrant being immediately exercisable for one-tenth of one share of its common stock at an exercise price of $6.25 per share for a period of five years from the issuance date), at an exercise price of $5.50 per unit. The fair value of these units was $10,814 and was included in offering costs of the private placement in September 2017.
Simultaneous with the closing of the IPO, the Company issued to the underwriter and its affiliates warrants to purchase 57,200 shares of common stock (“IPO Underwriter Warrants”) at an exercise price of $8.75 per share with an expiration date of May 2, 2023. The shares underlying the IPO Underwriter Warrants were subject to a 180-day lock-up that expired on October 29, 2018.
| 25 |
NOTE 8 – STOCK BASED COMPENSATION (Continued)
Warrants issued for services (Continued)
During the period ended December 31, 2018, all of the outstanding warrants were fully vested and exercisable, which became exercisable during the period.
The fair value of these warrants granted was estimated as of the grant date using the Black-Scholes model with the following assumptions:
| Common Stock Warrants December 31, 2018 | ||||
| Expected term (in years) | 5.0 | |||
| Risk-free interest rate (%) | 1.8% - 2.8 | % | ||
| Expected volatility (%) | 50.3% - 52.2 | % | ||
| Dividend yield (%) | 0.0 | % | ||
Warrant activity is summarized as follows:
| Shares | Weighted Average Exercise Price | |||||||
| Warrants outstanding at March 31, 2018 | 207,210 | $ | 5.69 | |||||
| Granted (Underwriter Warrants for the IPO) | 57,200 | $ | 8.75 | |||||
| Exercised | - | - | ||||||
| Cancelled | - | - | ||||||
| Warrants outstanding at December 31, 2018 | 264,410 | $ | 6.35 | |||||
Stock Options
On March 21, 2018 the Board of Directors adopted the Jerash Holdings (US), Inc. 2018 Stock Incentive Plan (the “Plan”), pursuant to which the Company may grant various types of equity awards. 1,484,250 shares of common stock were reserved for issuance under the Plan. On April 9, 2018, the Board of Directors approved the issuance of 989,500 nonqualified stock options under the Plan in accordance with the Plan at an exercise price of $7.00 per share, and a term of five years. As of December 31, 2018, all of these outstanding stock options were fully vested and exercisable.
| 26 |
NOTE 8 – STOCK BASED COMPENSATION (Continued)
Stock Options (Continued)
The fair value of these options granted on April 9, 2018 was estimated as of the grant date using the Black-Scholes model with the following assumptions.
| Stock Options December 31, 2018 | ||||
| Expected term (in years) | 5.0 | |||
| Risk-free interest rate (%) | 2.6 | % | ||
| Expected volatility (%) | 50.3 | % | ||
| Dividend yield (%) | 0.0 | % | ||
On August 3, 2018, the Board of Directors granted the Company’s Chief Financial Officer and Head of U.S. Operations a total of 150,000 nonqualified stock options under the Plan in accordance with the Plan at an exercise price of $6.12 per share and a term of ten years. The options vest in three equal six-month installments, with the first one-third having vested on August 3, 2018 and the remaining amounts vesting on February 3 and August 3, 2019.
The fair value of the options granted on August 3, 2018 was estimated as of the grant date using the Black-Scholes model with the following assumptions;
| Stock Options December 31, 2018 | ||||
| Expected term (in years) | 10.0 | |||
| Risk-free interest rate (%) | 2.95 | % | ||
| Expected volatility (%) | 50.3 | % | ||
| Dividend yield (%) | 0.0 | % | ||
The fair value of all of outstanding stock options is $3.21. Stock option activity is summarized as follows:
| Shares | Weighted Average Exercise Price | |||||||
| Stock option outstanding at March 31, 2018 | - | - | ||||||
| Granted | 1,139,500 | $ | 6.88 | |||||
| Exercised | - | - | ||||||
| Cancelled | - | - | ||||||
| Stock options outstanding at December 31, 2018 | 1,139,500 | $ | 6.88 | |||||
Total expense related to the stock options issued was $0 for the three months ended December 31, 2018 and $3,399,934 for the nine months ended December 31, 2018. There were $387,909 of unrecognized compensation costs at December 31, 2018 relating to unvested awards.
| 27 |
NOTE 9 – RELATED PARTY TRANSACTIONS
The relationship and the nature of related party transactions are summarized as follow:
| Name of Related Party | Relationship to the Company |
Nature of Transactions | ||
| Ford Glory Holdings Limited (“FGH”) | Affiliate, former indirect parent of the Company | Working Capital Advances | ||
| Ford Glory International Limited (“FGIL”) | Affiliate, subsidiary of FGH | Sales / Purchases | ||
| Value Plus (Macao Commercial Offshore) Limited (“VPMCO”) | Affiliate, subsidiary of FGH | Purchases | ||
| Yukwise Limited (“Yukwise”) | Common Shareholder | Consulting Services | ||
| Multi-Glory Corporation Limited (“Multi-Glory”) | Common Shareholder | Consulting Services |
Pursuant to the terms of a sale and purchase agreement between one of the Company’s current individual shareholders and Victory City Investments Limited, the ultimate 51% shareholder of FGIL, dated July 13, 2016 (the “Sale and Purchase Agreement”), and effective since August 1, 2016, all rights, interests and benefits of any contracts that FGIL had at that time with any of the Company’s customers for products manufactured or to be manufactured by the Company, together with the costs and obligations relating to those contracts were transferred to the Company. Thereafter, the Company has been selling directly to the end-customers and no longer through its affiliate, FGIL.
Related party balances:
| a. | Accounts receivable – related party: |
Accounts receivable from related party in connection with the collection of accounts receivable from end-customers on behalf of the Company due to the support arrangement during the transition period as described below (see a. Sales to related party) consisted of the following:
| As of December 31, 2018 | As of March 31, 2018 | |||||||
| FGIL | $ | - | $ | 50,027 | ||||
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NOTE 9 – RELATED PARTY TRANSACTIONS (Continued)
Related party transactions:
| a. | Sales to related party: |
Pursuant to the Sale and Purchase Agreement, the Company has all rights, interests and benefits of the sales agreements signed with end-customers since August 2016, together with the costs and obligations of those agreements. During the transition period, the Company’s affiliate supported the Company to complete the transition with no additional fees charged. For the three months ended December 31, 2018 and 2017, $0 and $1,809,475, respectively, of sales were made with the support from FGIL. For the nine months ended December 31, 2018 and 2017, $0 and $43,994,497 of sales were made with the support from FGIL.
| b. | Consulting agreements |
On January 16, 2018, Treasure Success and Multi-Glory entered into a consulting agreement, pursuant to which Multi-Glory will provide high-level advisory, marketing and sales services to the Company for $300,000 per annum. The agreement renews automatically for one-month terms. The agreement became effective as of January 1, 2018. Total consulting fees under this agreement were $75,000 for the three months ended December 31, 2018 and $225,000 for the nine months ended December 31, 2018.
On January 12, 2018, Treasure Success and Yukwise entered into a consulting agreement, pursuant to which Mr. Choi will serve as Chief Executive Officer and provide a high level of advisory and general management services for $300,000 per annum, with automatic renewal for one-month terms. This agreement became effective as of January 1, 2018. Total advisory and management expenses under this agreement were $75,000 for the three months ended December 31, 2018 and $225,000 for the nine months ended December 31, 2018.
| c. | Personal Guarantees |
Borrowings under the Credit Facility, as defined below, with HSBC are collateralized by the personal guarantees by Mr. Choi and Mr. Ng Tsze Lun.
| 29 |
NOTE 10 – CREDIT FACILITIES
Pursuant to a letter agreement dated May 29, 2017, Treasure Success entered into an $8,000,000 import credit facility with HSBC (the “Facility Letter”). In addition, pursuant to an offer letter dated June 5, 2017, HSBC offered to provide Treasure Success with a $12,000,000 factoring facility for certain debt purchase services related to our accounts receivables (the “Factoring Agreement” and together with the Facility Letter, the “Credit Facilities”). The Credit Facilities are guaranteed by Jerash Holdings, Jerash Garments, as well as the Company’s two individual shareholders. In addition, the Credit Facilities require cash and other investment security collateral of $3,000,000. The Credit Facilities provide that drawings under the Credit Facilities are charged interest at the Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.5% for drawings in Hong Kong dollars, and the London Interbank Offered Rate (“LIBOR”) plus 1.5% for drawings in other currencies. In addition, the Credit Facilities also contain certain service charges and other commissions and fees.
Under the Factoring Agreement, HSBC also provides credit protection and debt services related to each of our preapproved customers. For any approved debts or collections assigned to HSBC, HSBC charges a flat fee of 0.35% on the face value of the invoice for such debt or collection. We may assign debtor payments that are to be paid to HSBC within 90 days, defined as the maximum terms of payment. We may receive advances on invoices that are due within 30 days of the delivery of our goods, defined as the maximum invoicing period.
The Credit Facilities are subject to review at any time, and HSBC has discretion on whether to renew the Facility Letter. Either party may terminate the Factoring Agreement subject to a 30-day notice period.
As of December 31, 2018 and March 31, 2018, the Company had made $20,915 and $980,195 in withdrawals, respectively, under the Credit Facilities, which are due within 120 days of each borrowing date or upon demand by HSBC. As of December 31, 2018, $20,915 was outstanding under the Factoring Agreement and no amounts outstanding under the Facility Letter.
On January 31, 2019, Standard Chartered Bank (Hong Kong) Limited (“SCBHK”) offered to provide an import facility of up to $3.0 million to Treasure Success pursuant to a facility letter, dated June 15, 2018. Pursuant to the agreement, SCBHK agreed to finance import invoice financing and pre-shipment financing of export orders up to an aggregate of $3.0 million. The SCBHK facility bears interest at 1.3% per annum over SCBHK’s cost of funds.
| 30 |
NOTE 11 – EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended December 31, 2018 and 2017. 57,200 IPO Underwriter Warrants, 50,000 stock options to the Company’s Chief Financial Officer and 100,000 stock options to the Company’s Head of U.S. Operations were anti-dilutive for the three and nine months ended December 31, 2018 and excluded from the EPS calculation.
| Three Months Ended December 31, (in $000s except share and per share information) | Nine Months Ended December 31, (in $000s except share and per share information) | |||||||||||||||
| 2018 | 2017 | 2018 | 2017 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income attributable to Jerash Holdings (US), Inc.'s Common Shareholders | $ | 1,626 | $ | 2,207 | $ | 5,328 | $ | 11,391 | ||||||||
| Denominator: | ||||||||||||||||
| Denominator for basic earnings per share (weighted-average shares) | 11,325,000 | 9,683,500 | 11,158,600 | 9,683,500 | ||||||||||||
| Dilutive securities – unexercised warrants and options | 68,179 | - | 125,212 | - | ||||||||||||
| Denominator for diluted earnings per share (adjusted weighted-average shares) | 11,393,179 | 9,683,500 | 11,283,812 | 9,683,500 | ||||||||||||
| Basic earnings per share | $ | 0.14 | $ | 0.23 | $ | 0.48 | $ | 1.18 | ||||||||
| Diluted earnings per share | $ | 0.14 | $ | 0.23 | $ | 0.47 | $ | 1.18 | ||||||||
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NOTE 12 – SEGMENT REPORTING
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operating results by the revenue of the Company’s products. The Company’s major product is outerwear. For the three month periods ended December 31, 2018 and 2017, outerwear accounted for approximately 81.6% and 78.2% of total revenue. For the nine month periods ended December 31, 2018 and 2017, outerwear accounted for approximately 93.2% and 92% of total revenue, respectively. Based on management's assessment, the Company has determined that it has only one operating segment as defined by ASC 280.
The following table summarizes sales by geographic areas for the three months ended December 31, 2018 and 2017, respectively.
| For the three months ended | ||||||||
| December 31, 2018 | December 31, 2017 | |||||||
| United States | $ | 15,208,472 | $ | 8,495,713 | ||||
| Jordan | 3,432,201 | 2,518,993 | ||||||
| Other countries | 36,491 | 529,057 | ||||||
| Total | $ | 18,677,164 | $ | 11,543,763 | ||||
The following table summarizes sales by geographic areas for the nine months ended December 31, 2018 and 2017, respectively.
| For the Nine months ended | ||||||||
| December 31, 2018 | December 31, 2017 | |||||||
| United States | $ | 60,881,903 | $ | 54,835,203 | ||||
| Jordan | 8,531,198 | 4,826,158 | ||||||
| Other countries | 1,091,545 | 782,039 | ||||||
| Total | $ | 70,504,646 | $ | 60,443,400 | ||||
All long-lived assets were located in Jordan as of December 31, 2018 and March 31, 2018.
| 32 |
NOTE 13 – COMMITMENTS AND CONTINGENCIES
Rent Commitment
The Company leases two manufacturing facilities under operating leases. Operating lease expense amounted to $380,705 and $319,156 for the three months ended December 31, 2018 and 2017, respectively, and amounted to $1,070,334 and $949,120 for the nine months ended December 31, 2018 and 2017, respectively.
Future minimum lease payments under non-cancelable operating leases are as follows:
| Twelve months ended December 31, | ||||
| 2019 | $ | 749,005 | ||
| 2020 | - | |||
| 2021 and thereafter | - | |||
| Total | $ | 749,005 | ||
The Company has twenty six operating leases for its facilities that require monthly payments ranging between $247 and $15,301, and are renewable on an annual basis.
In addition, in connection with the Paramount acquisition, the Company entered into a lease for the primary factory facility and housing accommodations utilized by Paramount and expects to lease the satellite facility space.
Acquisition Payment Commitment
On December 11, 2018, Jerash Garments entered into an agreement to purchase all of the outstanding stock of a garment manufacturing business based in Jordan. Pursuant to this agreement, and provided that the transaction closes, Jerash Garments will pay an aggregate purchase price of $980,000. As of December 31, 2018, the Company had paid $380,000 as an acquisition deposit for this acquisition. The acquisition is expected to be completed within one year, and the remaining $600,000 of the aggregate purchase price will be paid at or prior to the closing of the acquisition. (see Note 15 – Subsequent Events).
Contingencies
From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would not have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows.
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NOTE 14 – INCOME TAX
The Tax Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The change has caused the Company to record a one-time income tax payable to be paid over 8 years. The one-time transition tax was calculated using the Company’s total post-1986 overseas earnings and profits based on a rate of 15.5% for the Company’s cash and cash equivalents and a rate of 8% for its other assets. The Company previously booked a provisional charge of $1,400,000 in fiscal 2018 related to the transition tax for all of its foreign subsidiaries, resulting in an increase in income tax expense of approximately $1,400,000 for the year ended March 31, 2018. The income tax payable attributable to the transition tax is due over an 8-year period beginning in 2018. The Company revised its estimate of the impact of the transition tax which resulted in $1,892,000 of transition tax due. Accordingly, the Company booked a current charge to income tax expense of $492,000 at June 30, 2018. During the third quarter, the Company finalized its transition tax calculation with the filing of the fiscal 2018 income tax returns and has completed its accounting for the transition tax liability. The calculated transition tax liability is $1,687,000. At December 31, 2018, $885,000 of current income tax is reflected as income tax payable in current liabilities while a noncurrent income tax payable of approximately $1.6 million attributable to the transition tax is reflected in "other liabilities" of the Company’s Consolidated Balance Sheet. The Tax Act also imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings. The Company has evaluated the impacts of the GILTI provisions of the Tax Act and the application of ASC 740, Income Taxes. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company has selected the period cost method as its accounting policy with respect to the new GILTI tax rules, and therefore considered the taxes resulting from GILTI as a current-period expense for the nine-month period ended December 31, 2018.
Income tax expense for the nine months ended December 31, 2018 was $1,251,000 compared to $0 in the nine months ended December 31, 2017. The effective tax rate of 19% for the nine months ended December 31, 2018 differs from the U.S. statutory rate of 21% as a result of non-US income subject to tax at rates lower than the U.S. rate, the impact of GILTI, and as a result of the Company’s completion of its accounting for the transition tax liability.
The Company booked a $578,000 income tax benefit and $0 in income tax expense for the quarters ended December 31, 2018 and 2017, respectively, and $1,251,000 and $0 in income tax expense for the nine months ended December 31, 2018 and 2017, respectively. The $578,000 income tax benefit booked in the quarter ended December 31, 2018 arises from the Company’s completion of its accounting for the transition tax liability, and the cumulative effect of the revision to the estimated effective annual tax rate as a result of clarification surrounding state and local income tax treatment of GILTI.
NOTE 15 – SUBSEQUENT EVENTS
On December 11, 2018, Jerash Garments entered into an agreement with an individual to purchase all of the outstanding stock of a garment manufacturing business based in Jordan. Pursuant to this agreement, the Company will pay an aggregate purchase price of $980,000 for the garment manufacturing business, including the right to lease an approximately 100,900 square foot primary garment manufacturing factory, an approximately 10,800 square foot satellite factory facility and housing accommodations for up to 500 workers located in located in Al Tajamouat Industrial City. This transaction will occur in installments. First, Jerash Garments will pay $380,000 for all of the stock of Paramount and receive possession of the primary factory facility. Then, after the shares of Paramount have been transferred to Jerash Garments, Jerash Garments will pay $300,000 upon operating the satellite factory facility and $300,000 for receiving possession of the housing accommodations, for an aggregate purchase price of $980,000. As of December 31, 2018, $380,000 has been paid as a prepaid deposit for this acquisition. The Company expects this transaction to close within a year.
On January 31, 2019, SCBHK offered to provide an import facility of up to $3.0 million to Treasure Success pursuant to the SCBHK facility letter, dated June 15, 2018. Pursuant to the agreement, SCBHK agreed to finance import invoice financing and pre-shipment financing of export orders up to an aggregate $3.0 million. The SCBHK facility bears interest at 1.3% per annum over SCBHK’s cost of funds.
On February 7, 2019, our Board of Directors approved the payment of a dividend of $0.05 per share payable on February 27, 2019 to shareholders of record on February 19, 2019.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenues or other financial items; any statements regarding the adequacy, availability and sources of capital, any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” “project” or “anticipate” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in this Quarterly Report, particularly under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and subsequent reports that we file with the Securities and Exchange Commission (the “SEC”).
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.
Notwithstanding the above, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), expressly states that the safe harbor for forward looking statements does not apply to companies that issue penny stocks. Accordingly, the safe harbor for forward looking statements under the PSLRA is not currently available to the Company because we may be considered to be an issuer of penny stock.
The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the notes included in this Quarterly Report, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended March 31, 2018, filed with the SEC on June 28, 2018. References to fiscal 2019, fiscal 2018 and fiscal 2017 in this Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to our fiscal years ending March 31, 2019, March 31, 2018 and March 31, 2017, respectively.
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Results of Operations
Three months ended December 31, 2018 and December 31, 2017
The following table summarizes the results of our operations during the three-month periods ended December 31, 2018 and 2017 and provides information regarding the dollar and percentage increase or (decrease) during such periods.
(All amounts, other than percentages, in thousands of U.S. dollars)
| Three Months Ended December 31, 2018 | Three Months Ended December 31, 2017 | Period over Period Increase (Decrease) | ||||||||||||||||||||||
| Statement of Income Data: | Amount | As % of Sales | Amount | As % of Sales | Amount | % | ||||||||||||||||||
| Revenue | $ | 18,677 | 100 | % | $ | 11,544 | 100 | % | $ | 7,133 | 62 | % | ||||||||||||
| Cost of goods sold | 15,477 | 83 | % | 7,792 | 67 | % | 7,685 | 99 | % | |||||||||||||||
| Gross profit | 3,200 | 17 | % | 3,752 | 33 | % | (552 | ) | (15 | )% | ||||||||||||||
| Selling, general and administrative expenses | 2,173 | 12 | % | 1,557 | 14 | % | 616 | 40 | % | |||||||||||||||
Other income, net | 20 | 0 | % | 12 | 0 | % | 8 | 67 | % | |||||||||||||||
| Net income before taxation | $ | 1,047 | 6 | % | $ | 2,207 | 19 | % | $ | (1,160 | ) | (53 | )% | |||||||||||
| Taxation (benefit) | (578 | ) | 3 | % | - | - | (578 | ) | - | |||||||||||||||
| Net income | $ | 1,625 | 9 | % | $ | 2,207 | 19 | % | $ | (582 | ) | (26 | )% | |||||||||||
Revenue. Revenue increased by approximately $7.1 million or 62%, to $18.7 million, for the three months ended December 31, 2018 from approximately $11.5 million for the same period in fiscal 2018. The increase was mainly the result of the increase in sales to one of our major customers in the United States, our major export destination, and also our execution of local orders in Jordan.
The following table outlines the dollar amount and percentage of total sales to our customers for the three months ended December 31, 2018.
(All amounts, other than percentages, in thousands of U.S. dollars)
| Three Months Ended December 31, 2018 | ||||||||
| Sales | ||||||||
| Amount | % | |||||||
| VF Corporation(1) | $ | 15,245 | 81.6 | % | ||||
| Others | 3,432 | 18.4 | % | |||||
| Total | $ | 18,677 | 100.0 | % | ||||
| (1) | Substantially all of our products are sold under The North Face brand that is owned by VF Corporation. |
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Revenue by Geographic Area
(All amounts, other than percentages, in thousands of U.S. dollars)
| Three Months Ended December 31, 2018 | Three Months Ended December 31, 2017 | Period over Period Increase (decrease) | ||||||||||||||||||||||
| Region | Amount | % | Amount | % | Amount | % | ||||||||||||||||||
| United States | $ | 15,208 | 81 | % | $ | 8,496 | 74 | % | $ | 6,712 | 79 | % | ||||||||||||
| Jordan | 3,432 | 18 | % | 2,519 | 22 | % | 913 | 36 | % | |||||||||||||||
| Others | 37 | 1 | % | 529 | 4 | % | (492 | ) | (93 | )% | ||||||||||||||
| Total | $ | 18,677 | 100 | % | $ | 11,544 | 100 | % | $ | 7,133 | 62 | % | ||||||||||||
According to the U.S. Customs and Border Protection Jordan Free Trade Treaty, which became effective December 2001, all apparel manufactured in Jordan can be exported to the U.S. with free duty. This treaty provides substantial benefits to us by allowing us to compete and to expand our garment export business in the U.S.
The increase in sales to the U.S. of approximately 79% in the three months ended December 31, 2018, was mainly attributable to the reason mentioned above regarding the increase in shipments to one of our major customers in the U.S. Revenue from Jordan also increased significantly due to stronger demand of apparel products manufactured in Jordan per the Major Shipper Report issued by the U.S. Department of Commerce.
Cost of goods sold. Following the increase in sales revenue, our cost of goods sold increased by approximately $7.7 million or 99%, to approximately $15.5 million, for the three months ended December 31, 2018 compared to approximately $7.8 million for the same period in fiscal 2018. As a percentage of revenues, the cost of goods sold increased by approximately 16% to 83% for the three months ended December 31, 2018 compared to 67% for the same period in fiscal 2018. The increase in cost of goods sold as a percentage of revenues was primarily attributable to the higher average costs associated with the shipments to one of our major customers and the lower proportion of export orders that typically provide higher profit margin. For the three months ended December 31, 2018, we purchased approximately 33% and 28% of our raw materials from two major suppliers, Dynamic Resources Ent. Ltd (“Dynamic”) and Paramount Garment Ltd (“Paramount”). For the three months ended December 31, 2017, the Company purchased approximately 62% and 12% of its raw materials from two major suppliers, Onset Time Limited (“ONSET”) and Duck San Enterprise Co., Ltd.
Gross profit margin. Gross profit margin was approximately 17% for the three months ended December 31, 2018, which was lower by 16% from 33% for the same period in fiscal 2018. The lower gross profit margin was attributable to higher average costs associated with the shipments to one of our major customers due to some lower profit margin seasonal programs shipped in the period, and the lower proportion of export orders that typically provide higher profit margin.
Selling, general and administrative expenses. Selling, general and administrative expenses increased by approximately 40% from approximately $1.6 million for the three months ended December 31, 2017 to approximately $2.2 million for the three months ended December 31, 2018. The increase was primarily due to a provision of approximately $180,000 for a newly approved employee incentive plan that became effective in fiscal 2019, increases in expenses to expand marketing and support functions in the Hong Kong office, expenses related to banking and finance functions, and legal and professional fees and compliance costs after we became a public company listed on The Nasdaq Capital Market (“Nasdaq”) in May 2018, and the one-time expenses of approximately $170,000 related to the bell ringing ceremony in the Nasdaq in December 2018.
Other income, net. Other income, net was approximately $20,900 for the three months ended December 31, 2018, as compared to other income, net of approximately $12,200 for the same period in fiscal 2018. This increase was primarily due to the foreign currency exchange gain from converting Jordanian Dinars to U.S. Dollars for financial reporting.
Net income before taxation. Net income before taxation for the three months ended December 31, 2018 was approximately $1.1 million compared to net income before taxation of approximately $2.2 million in the three months ended December 31, 2017. The decrease was mainly attributable to the lower average gross margin and increase in selling, general and administrative expenses of $616,000 for reasons mentioned above.
Taxation. The Tax Cuts and Jobs Act (the “Tax Act”) imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The change has caused the Company to record a one-time income tax payable to be paid over 8 years. The one-time transition tax was calculated using the Company’s total post-1986 overseas earnings and profits based on a rate of 15.5% for the Company’s cash and cash equivalents and a rate of 8% for its other assets. The Company previously booked a provisional charge of $1,400,000 in fiscal 2018 related to the transition tax for all of its foreign subsidiaries, resulting in an increase in income tax expense of approximately $1,400,000 for the year ended March 31, 2018. The income tax payable attributable to the transition tax is due over an 8-year period beginning in 2018. The Company revised its estimate of the impact of the transition tax, which resulted in $1,892,000 of transition tax due. Accordingly, the Company booked a current charge to income tax expense of $492,000 at June 30, 2018. During the third quarter, the Company finalized its transition tax calculation with the filing of the fiscal 2018 income tax returns and has completed its accounting for the transition tax liability. The calculated transition tax liability is $1,687,000. At December 31, 2018, $885,000 of current income tax is reflected as Income tax payable in current liabilities while a noncurrent income tax payable of approximately $1.6 million attributable to the transition tax is reflected in "other liabilities" of the Company’s Consolidated Balance Sheet. The Tax Act also imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings. The Company has evaluated the impacts of the GILTI provisions of the Tax Act and the application of ASC 740, Income Taxes. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company has selected the period cost method as its accounting policy with respect to the new GILTI tax rules, and therefore considered the taxes resulting from GILTI as a current-period expense for the three-month period ended December 31, 2018.
Income tax benefit for the three months ended December 31, 2018 was $578,000 compared to $0 in the three months ended December, 2017. The effective tax rate of (55.2%) for the three months ended December 31, 2018 differs from the U.S. statutory rate of 21% as a result of the Company’s completion of its accounting for the transition tax liability, and the cumulative effect of the revision to the estimated effective annual tax rate as a result of clarification surrounding state and local income tax treatment of GILTI.
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Net income. Net income for the three months ended December 31, 2018 was $1.6 million compared to a net income of $2.2 million for the same period in fiscal 2018. The decrease was mainly attributable to the lower gross margin and increase in selling, general and administrative expenses of $616,000 for reasons mentioned above.
Nine months ended December 31, 2018 and December 31, 2017
The following table summarizes the results of our operations during the nine-month periods ended December 31, 2018 and 2017 and provides information regarding the dollar and percentage increase or (decrease) during such periods.
(All amounts, other than percentages, in thousands of U.S. dollars)
| Nine Months Ended December 31, 2018 | Nine Months Ended December 31, 2017 | Period over Period (Decrease) | ||||||||||||||||||||||
| Statement of Income Data: | Amount | As % of Sales | Amount | As % of Sales | Amount | % | ||||||||||||||||||
| Revenue | $ | 70,504 | 100 | % | $ | 60,443 | 100 | % | $ | 10,061 | 17 | % | ||||||||||||
| Cost of goods sold | 54,296 | 77 | % | 44,623 | 74 | % | 9,673 | 22 | % | |||||||||||||||
| Gross profit | 16,208 | 23 | % | 15,820 | 26 | % | 388 | 2 | % | |||||||||||||||
| Selling, general and administrative expenses | 9,650 | 14 | % | 4,433 | 7 | % | 5,217 | 118 | % | |||||||||||||||
| Other income, net | 20 | 0 | % | 1 | 0 | % | 19 | 1,900 | % | |||||||||||||||
| Net income before taxation | $ | 6,578 | 9 | % | $ | 11,388 | 19 | % | $ | (4,810 | ) | (42 | )% | |||||||||||
| Taxation | 1,251 | 2 | % | - | - | 1,251 | - | |||||||||||||||||
| Net income | $ | 5,327 | 8 | % | $ | 11,388 | 19 | % | $ | (6,061 | ) | (53 | )% | |||||||||||
Revenue. Revenue increased by approximately $10.0 million or 17%, to $70.5 million, for the nine months ended December 31, 2018 from approximately $60.4 million for the same period in fiscal 2018. The increase was mainly the result of increased shipments to one of our major customers in the U.S. and also execution of orders in Jordan.
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The following table outlines the dollar amount and percentage of total sales to our customers the nine months ended December 31, 2018.
(All amounts, other than percentages, in thousands of U.S. dollars)
| Nine Months Ended December 31, 2018 | ||||||||
| Sales | ||||||||
| Amount | % | |||||||
| VF Corporation(1) | $ | 58,206 | 82.6 | % | ||||
| Columbia | 3,767 | 5.3 | % | |||||
| Others | 8,531 | 12.1 | % | |||||
| Total | $ | 70,504 | 100.0 | % | ||||
(1) Substantially all of our products are sold under The North Face brand that is owned by VF Corporation.
Revenue by Geographic Area
(All amounts, other than percentages, in thousands of U.S. dollars)
| Nine Months Ended December 31, 2018 | Nine Months Ended December 31, 2017 | Period over Period Increase (decrease) | ||||||||||||||||||||||
| Region | Amount | % | Amount | % | Amount | % | ||||||||||||||||||
| United States | $ | 60,882 | 86 | % | $ | 54,835 | 91 | % | $ | 6,047 | 11 | % | ||||||||||||
| Jordan | 8,531 | 12 | % | 4,826 | 8 | % | 3,705 | 77 | % | |||||||||||||||
| Others | 1,091 | 2 | % | 782 | 1 | % | 309 | 40 | % | |||||||||||||||
| Total | $ | 70,504 | 100 | % | $ | 60,443 | 100 | % | $ | 10,061 | 17 | % | ||||||||||||
According to the U.S. Customs and Border Protection Jordan Free Trade Treaty, which became effective December 2001, all apparel manufactured in Jordan can be exported to the U.S. with free duty. This treaty provides substantial benefits to us by allowing us to compete and to expand our garment export business in the U.S.
The increase in sales to the U.S. of approximately 11% in the nine months ended December 31, 2018, was mainly attributable to the increase in orders from our major customer in the U.S. Sales to the U.S. accounted for 86% of sales in the nine months ended December 31, 2018 comparing to 91% in the same period in fiscal 2018.
Sales to Jordan and Others increased by 77% and 40% respectively for the nine months ended December 31, 2018 compared with the same period in fiscal 2018. The increase in orders in Jordan reflected the growing demand of products manufactured in Jordan.
Cost of goods sold. Following the increase in sales revenue, our cost of goods sold increased by approximately $9.7 million or 22%, to approximately $54.3 million, for the nine months ended December 31, 2018 compared to approximately $44.6 million for the same period in fiscal 2018. As a percentage of revenues, the cost of goods sold increased to 77% from 74% in the same period in fiscal 2018. The higher percentage was mainly attributable to some specific programs from a customer with lower gross profit margin in the third quarter, and the lower proportion of export orders that typically generate higher profit margins. For the nine months ended December 31, 2018, we purchased approximately 16% ,14%, 11% and 10% of our raw materials from four major suppliers. For the nine months ended December 31, 2017, the Company purchased approximately 87% of its raw materials from one supplier, ONSET.
Gross profit margin. Gross profit margin was approximately 23% for the nine months ended December 31, 2018, which was 3% lower than the same period in fiscal 2018. The lower general profit margin was mainly attributable to some specific programs from a customer with lower gross profit margin in the third quarter, and the lower proportion of export orders that typically generate higher profit margins.
Selling, general and administrative expenses. Selling, general and administrative expenses increased by approximately 118% from approximately $4.4 million for the nine months ended December 31, 2017 to approximately $9.7 million for the nine months ended December 31, 2018. The increase was primarily due to inclusion of stock based compensation of approximately $3.4 million for options granted to fifteen employees and consultants in the nine-month period ended December 31, 2018, increases in expenses to expand marketing and support functions in the Hong Kong office, expenses related to banking and finance functions, and legal and professional fees and compliance costs after we became a public company listed on the Nasdaq in May 2018.
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In accordance with the Jerash Holdings (US), Inc. 2018 Stock Incentive Plan (the “Plan”) adopted by the Company on March 21, 2018, a total of 1,484,250 shares of common stock were reserved for issuance under the Plan for grants to management, key employees and consultants of the Company. On April 9, 2018, a total of 989,500 stock options were granted to thirteen employees and consultants. The options have an exercise price of $7.00 per share and vested immediately, resulting in a charge of $3.2 million to compensation costs. Based on the valuation with Black Scholes model, the value of each option is $3.24.
On August 3, 2018, a total of 150,000 stock options were granted to our Chief Financial Officer and Head of U.S. Operations. The stock options have an exercise price of $6.12 per share and will be fully vested on August 3, 2019. Based on the valuation with Black Scholes model, value of each option is $3.88. The aggregate stock-based compensation in the nine months ended December 31, 2018, was approximately $0.2 million. There was approximately $390,000 in unrecognized compensation costs relating to these options at December 31, 2018.
There was stock based compensation of approximately $117,000 related to the 50,000 warrants granted to a board observer in the nine-month period ended December 31, 2017.
Other income/expense, net. Other income, net was approximately $19,600 for the nine months ended December 31, 2018, as compared to other income, net of approximately $1,300 for the same period in fiscal 2018. The increase was primarily due to the foreign currency exchange gain from converting Jordanian Dinars to U.S. Dollars for financial reporting.
Net income before taxation. Net income before taxation for the nine months ended December 31, 2018 was $6.6 million compared to net income before taxation of approximately $11.4 million in the nine months ended December 31, 2017. The decrease was mainly attributable to the $3.4 million of stock based compensation reported in fiscal 2019 mentioned above, increases in expenses to expand marketing and support functions in the Hong Kong office, expenses relating to banking and finance functions, and legal and professional fees and compliance costs after we became a public company listed on the Nasdaq in May 2018.
Taxation. The Tax Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The change has caused the Company to record a one-time income tax payable to be paid over 8 years. The one-time transition tax was calculated using the Company’s total post-1986 overseas earnings and profits based on a rate of 15.5% for the Company’s cash and cash equivalents and a rate of 8% for its other assets. The Company previously booked a provisional charge of $1,400,000 in fiscal 2018 related to the transition tax for all of its foreign subsidiaries, resulting in an increase in income tax expense of approximately $1,400,000 for the year ended March 31, 2018. The income tax payable attributable to the transition tax is due over an 8-year period beginning in 2018. The Company revised its estimate of the impact of the transition tax, which resulted in $1,892,000 of transition tax due. Accordingly, the Company booked a current charge to income tax expense of $492,000 at June 30, 2018. During the third quarter, the Company finalized its transition tax calculation with the filing of the fiscal 2018 income tax returns and has completed its accounting for the transition tax liability. The calculated transition tax liability is $1,687,000. At December 31, 2018, $885,000 of current income tax is reflected as Income tax payable in current liabilities while a noncurrent income tax payable of approximately $1.6 million attributable to the transition tax is reflected in "other liabilities" of the Company’s Consolidated Balance Sheet. The Tax Act also imposed GILTI, which is a new tax on certain off-shore earnings. The Company has evaluated the impacts of the GILTI provisions of the Tax Act and the application of ASC 740, Income Taxes. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company has selected the period cost method as its accounting policy with respect to the new GILTI tax rules, and therefore considered the taxes resulting from GILTI as a current-period expense for the nine-month period ended December 31, 2018.
Income tax expense for the nine months ended December 31, 2018 was $1,251,000 compared to $0 in the nine months ended December 31, 2017. The effective tax rate of 19% for the nine months ended December 31, 2018 differs from the U.S. statutory rate of 21% as a result of non-US income subject to tax at rates lower than the U.S. rate, the impact of GILTI, and as a result of the Company’s completion of its accounting for the transition tax liability.
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Net income. Net income for the nine months ended December 31, 2018 was $5.3 million compared to a net income of $11.4 million for the same period in fiscal 2018. The decrease was primarily attributable to a the $3.4 million of stock based compensation and a provision for taxation of $1.3 million reported in fiscal 2019 mentioned above, increases in expenses to expand marketing and supporting functions in the Hong Kong office, expenses relating to banking and finance functions, legal and professional fees and compliance costs after we became a public company listed on the Nasdaq in May 2018.
Liquidity and Capital Resources
We are a holding company incorporated in the U.S. We may need dividends and other distributions on equity from our Jordanian subsidiaries to satisfy our liquidity requirements. Current Jordanian regulations permit our Jordanian subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with Jordanian accounting standards and regulations. In addition, our Jordanian subsidiaries are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends. We have relied on direct payments of expenses by our subsidiaries (which generate all of our revenues) to meet our obligations to date. To the extent payments are due in U.S. dollars, we have occasionally paid such amounts in Jordanian Dinar (“JOD”) to an entity controlled by our management capable of paying such amounts in U.S. dollars. Such transactions have been made at prevailing exchange rates and have resulted in immaterial losses or gains on currency exchange.
As of December 31, 2018, we had cash of approximately $26.7 million and restricted cash of approximately $3.7 million.
Our current assets as of December 31, 2018 were approximately $53.9 million, and our current liabilities were approximately $7.8 million, which resulted in a ratio of approximately 6.9 : 1. Total equity as of December 31, 2018 was approximately $50.8 million.
We had net working capital of $46.1 million and $29.0 million as of December 31, 2018 and March 31, 2018, respectively.
We have funded our working capital needs from our operations. Our working capital requirements are influenced by the level of our operations, the numerical and dollar volume of our sales contracts, the progress of execution on our customer contracts, and the timing of accounts receivable collections.
On November 1, 2018, our Board of Directors approved the payment of a dividend of $0.05 per share. The dividend was paid on November 27, 2018 to stockholders of record as of November 19, 2018.
Credit Facilities
On May 29, 2017, our wholly-owned subsidiary, Treasure Success, entered into a facility letter (“Facility Letter”) with Hong Kong and Shanghai Banking Corporation (“HSBC”) to provide credit to us. Under the terms of the Facility Letter, we have a total credit limit of $8,000,000. The Facility Letter provides us with various credit facilities for importing and settling goods from our suppliers. The available credit facilities as described in greater detail below includes an import facility, import facilities with loan against import, trust receipts, clean import loan, and advances to us against purchase orders. HSBC charges an interest rate of 1.5% per annum over LIBOR or HIBOR, as applicable, for credit related to the release of goods immediately on our documentary credit.
HSBC charges a commission of: i) 0.25% for the first $50,000, ii) 0.125% for the balance in excess of $50,000 and up to $100,000 and iii) 0.0625% for balance in excess of $100,000 and an interest rate of 1.5% per annum over LIBOR or HIBOR, as applicable, for credit related to trust receipts whereby HSBC has title to the goods or merchandise released immediately to us. HSBC has approved certain of our suppliers that are eligible to use clean import loans. HSBC charges a commission of: i) 0.25% for the first $50,000, ii) 0.125% for the balance in excess of $50,000 and up to $100,000 and iii) 0.0625% for balance in excess of $100,000 and an interest of 1.5% per annum over LIBOR or HIBOR, as applicable, for credit services related to clean import loans or release of the goods or merchandise based on evidence of delivery or invoice. HSBC will advance up to 70% of the purchase order value in our favor. HSBC charges a handling fee of 0.25% and an interest rate of 1.5% per annum over LIBOR or HIBOR, as applicable, for credit services related to advances.
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The Facility Letter is collateralized by the guarantees of us and Jerash Garments, and the personal guarantees by Mr. Choi Lin Hung and Mr. Ng Tsze Lun. Jerash Garments is also required to maintain an account at HSBC for receiving payments from VF Sourcing Asia S.A.R.L. and its related companies. In addition, to secure the Facility Letter, we granted HSBC a charge of $3,000,000 over the Company’s deposits.
The Facility Letter is subject to review at any time. HSBC has discretion on whether to renew the Facility Letter. As of December 31, 2018, there was no amount outstanding under the Facility Letter. Borrowings under the Facility Letter are due within 120 days of each borrowing date or upon demand by HSBC.
On June 5, 2017, Treasure Success entered into an Offer Letter - Invoice Discounting / Factoring Agreement and on August 21, 2017, Treasure Success entered into the Invoice Discounting/Factoring Agreement (together, the “Factoring Agreement”) with HSBC for certain debt purchase services related to our accounts receivables. Under the terms of the Factoring Agreement, we may borrow up to $12,000,000. In exchange for advances on eligible invoices from HSBC for our approved customers, HSBC charges a fee to advance such payments at a discounting charge of 1.5% per annum over 1 month LIBOR or HIBOR, as applicable. Such fee accrues on a daily basis on the amount of funds in use. HSBC has final determination of the percentage amount available for prepayment from each of our approved customers. We may not prepay an amount from a customer in excess of 85% of the funds available for borrowing.
HSBC also provides credit protection and debt services related to each of our preapproved customers. For any approved debts or collections assigned to HSBC, HSBC charges a flat fee of 0.35% on the face value of the invoice for such debt or collection. We may assign debtor payments that are to be paid to HSBC within 90 days, defined as the maximum terms of payment. We may receive advances on invoices that are due within 30 days of the delivery of our goods, defined as the maximum invoicing period.
The advances made by HSBC are collateralized by the guarantees of us and Jerash Garments, and the personal guarantees by Mr. Choi Lin Hung and Mr. Ng Tsze Lun. In addition, to secure the Factoring Agreement, we granted HSBC a charge of $3,000,000 over our deposits. If we fail to pay any sum due to HSBC, HSBC may charge a default interest at the rate of 8.5% per annum over the best lending rate quoted by HSBC on such defaulted amount.
Either party may terminate the agreement subject to a 30 days’ notice period. As of December 31, 2018, there was $20,915 outstanding under the Factoring Agreement.
Pursuant to a facility letter (the “SCBHK facility”) dated June 15, 2018 issued to Treasure Success International Limited by Standard Chartered Bank (Hong Kong) Limited (“SCBHK”), on January 31, 2019, SCBHK offered to provide an import facility of up to $3.0 million to Treasure Success. The SCBHK facility covers import invoice financing and pre-shipment financing under export orders with a combined limit of $3 million. SCBHK charges interest at 1.3% per annum over SCBHK’s cost of funds. In consideration for arranging the SCBHK facility, Treasure Success paid SCBHK HKD50,000.
The Company was informed by SCBHK on January 31, 2019 that the SCBHK facility has been activated. There were no outstanding amounts under the SCBHK facility as of the date of this report.
Based on our current operating plan, we believe that our cash on hand and cash generated from operations will be sufficient to
meet our working capital requirements for our current operations over the next twelve months.
Nine months ended December 31, 2018 and 2017
The following table sets forth a summary of our cash flows for the periods indicated:
(All in amounts in thousands of U.S. dollars)
| Nine months ended December 31, | ||||||||
| 2018 | 2017 | |||||||
| Net cash provided by operating activities | $ | 11,927 | $ | 10,678 | ||||
| Net cash (used in) investing activities | (1,104 | ) | (393 | ) | ||||
| Net cash provided by financing activities | 7,404 | 3,413 | ||||||
| Effect of exchange rate changes on cash | (31 | ) | (13 | ) | ||||
| Net increase in cash | 18,196 | 13,685 | ||||||
| Cash, beginning of nine month period | 12,196 | 4,133 | ||||||
| Cash, end of nine month period | $ | 30,392 | $ | 17,818 | ||||
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Operating Activities
Net cash provided by operating activities was approximately $11.9 million for the nine months ended December 31, 2018, compared to cash provided by operating activities of approximately $10.7 million for the same period in fiscal 2018. The increase in net cash provided by operating activities was primarily attributable to the following factors:
| · | A decrease in accounts payable of approximately $186,000 compared to a decrease of $8.8 million in the same period in fiscal 2018. |
| · | An increase in accounts receivable of $7.9 million compared to an increase of $4.0 million in the same period in fiscal 2018. |
| · | A decrease in adjusted net income of $1.4 million after adding back non-cash items including stock based payment of $3.4 million and net income tax expenses of $1.3 million in the nine months ended December 31, 2018. |
Investing Activities
Net cash used in investing activities was approximately $1,104,000 for the nine months ended December 31, 2018 and there was cash used in investing activities of $393,000 in the same period in fiscal 2018. The net cash used in investing activities in the nine -month period this year include the use of approximately $724,000 in purchases of property, plant and equipment and $380,000 for a deposit in connection with our acquisition of all of the stock of Al-Mutafaweq Co. for Garments Manufacturing Ltd., described further below.
Financing Activities
Net cash provided by financing activities was approximately $7.4 million for the nine months ended December 31, 2018. The cash inflow mainly resulted from the net proceeds of $8.9 million of the IPO closed on May 2, 2018, and the decrease in bank loans of approximately $960,000 under the bank facilities given to Treasure Success International Limited, and a payment of dividend of $566,250.
Statutory Reserves
In accordance with the Corporate Law in Jordan, the subsidiaries in Jordan are required to make appropriations to certain reserve funds, based on net income determined in accordance with generally accepted accounting principles in Jordan. Appropriations to the statutory reserve are required to be 10% of net income until the reserve is equal to 100% of the entity’s share capital. This reserve is not available for dividend distribution. As our subsidiaries have already reserved the maximum required by law, they did not reserve any additional amounts during the nine months ended December 31, 2018 and 2017.
The following table provides the amount of our statutory reserves, the amount of restricted net assets, consolidated net assets, and the amount of restricted net assets as a percentage of consolidated net assets, as of December 31, 2018 and 2017.
(Dollars in thousands of U.S. dollars)
| As of December 31, | ||||||||
| 2018 | 2017 | |||||||
| Statutory Reserves | $ | 72 | $ | 72 | ||||
| Total Restricted Net Assets | $ | 72 | $ | 72 | ||||
| Consolidated Net Assets | $ | 50,850 | $ | 35,028 | ||||
| Restricted Net Assets as Percentage of Consolidated Net Assets | 0.14 | % | 0.21 | % | ||||
Total restricted net assets accounted for approximately 0.14% of our consolidated net assets as of December 31, 2018. As discussed above, our subsidiaries in Jordan are required to reserve 10% of net profits until the reserve is equal to 100% of the subsidiary’s share capital. Our subsidiaries have already reserved the maximum amount required. We believe the potential impact of such restricted net assets on our liquidity is limited.
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Capital Expenditures
We had capital expenditures of approximately $0.7 million for each of the nine months ended December 31, 2018 and 2017, respectively, for purchases of equipment in connection with our business activities and increase of capacity. Additions in plant and machinery amounted to approximately $621,000 and approximately $463,000 for the nine months ended December 31, 2018 and 2017, respectively, and additions to leasehold improvements amounted to approximately $96,000 and $135,000 for the nine months ended December 31, 2018 and 2017 respectively.
In 2015, we commenced a project to build a 4,844 square foot workshop in the Tafilah Governorate of Jordan, which will primarily be used as a sewing workshop for Jerash Garments. This project is expected to cost $230,000 and is expected to be completed in the middle of calendar year 2019. There is another project for the construction of a 53,820 square foot workshop in Al-Hasa County in the Tafilah Governorate of Jordan, which is expected to be completed by the middle of calendar year 2019.
We project that we will use an aggregate of approximately $3.1 million to fund our capital expenditures for fiscal 2019 and fiscal 2020 for further enhancement of production capacity to meet future sales growth. We expect that our capital expenditures will increase in the future as our business continues to develop and expand. We have used cash generated from our subsidiaries’ operations to fund our capital commitments in the past and anticipate using such funds and proceeds received from our expected initial public offering to fund capital expenditure commitments in the future.
The Company has entered into an agreement through Jerash Garments, one of its subsidiaries in Jordan, to acquire all of the stock of an existing garment manufacturing business in order to operate its fourth manufacturing facility in Al Tajamouat Industrial City, a Qualified Industrial Zone located in Amman, Jordan. The acquisition is expected to close in the fourth quarter of the fiscal year ended March 31, 2019. Upon closing of the acquisition, the facility is expected to add 1.5 to 1.8 million pieces per year to Jerash’s current annual capacity of approximately 6.5 million pieces, an increase of up to 27 percent annually.
The new facilities are an existing garment manufacturing operation adjacent to Jerash's three largest manufacturing centers. Jerash will assume the building leases from the prior operator, Al-Mutafaweq Co. for Garments Manufacturing Ltd.. Additionally, Jerash is coordinating with the Jordanian Ministry of Industry and Trade, Ministry of Labor and Customs Department to assume the existing compliance certificates and workplace certifications, including the facility's Better Work Jordan credentials. As of December 31, 2018, Jerash has paid $380,000 in connection with this acquisition and intends to pay an aggregate of $980,000 to acquire all of the stock of Al-Mutafaweq Co. for Garments Manufacturing Ltd., including two additional milestone payments, totaling up to $600,000 to be paid by Jerash upon taking over the dormitory facilities and assuming control of a satellite sewing facility associated with the acquired facilities. Jerash intends to further invest in machinery, dormitory expansion and facility audits to support additional growth at the new facility.
Off-balance Sheet Commitments and Arrangements
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements.
Critical Accounting Policies
We prepare our financial statements in conformity with accounting principles generally accepted by the United States of America (“U.S. GAAP”), which require us to make judgments, estimates and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past three years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.
We believe that the following accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.
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Revenue recognition
Revenue Recognition for Contracts with Customers
In May 2014, the FASB issued guidance which provided a single, comprehensive accounting model for revenue arising from contracts with customers. This guidance was revised and clarified through supplemental adoption guidance subsequent to May 2014. This new revenue recognition guidance superseded most of the prior revenue recognition guidance, which specified that revenue should be recognized when risks and rewards are transferred to a customer. Under the new guidance, revenue is recognized at an amount that reflects the consideration expected to be received for those goods and services pursuant to a five-step approach: (1) identify the contracts with the customer; (2) identify the separate performance obligations in the contracts; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenue when, or as, each performance obligation is satisfied. The new guidance also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flow arising from customer contracts, including significant judgments and changes in judgments.
Pursuant to ASC 606 and ASC 270-10-50-1A, we have conducted an analysis for each of our customers with the five-step approach that has been reviewed by our audit committee. We derive all of our revenue through the supply of apparel products to our customers. We normally receive purchase orders from customers for the supply of apparel products with specifications provided by customers to them at a specific quantity to a specific location on or before a specific date. Purchase orders are contracts between us and our customers. Performance obligations require us to deliver a stated quantity of a specific product in acceptable quality (with style number, product description and color) to a specific location in accordance to the shipping term on or before a specific date detailed on a purchase order.
Revenue is recognized when performance obligations under the terms of the purchase orders with our customers are satisfied. Our performance obligations generally consist of delivering our products to a specific location designated by the customers on purchase orders. Control of the products is generally transferred upon delivering the products to customers based on shipping terms mostly free on-board shipping point. Once control is transferred to the customers, we have completed our performance obligations related to the contract. After completion of our performance obligation, we have an unconditional right to consideration as outlined in the purchase orders determined by the shipped quantity and the unit price.
We offer credit terms to our customers. Receivables are recognized when revenue is recognized. Our receivables resulting from contracts with our customers are typically 30 to 60 days from sailing date from shipping point in accordance with established credit terms. Most of our performance obligations under terms of our contracts with customers have an expected original duration of one year or less. Before the performance obligations are fulfilled, we maintain costs of the products related to purchase orders in our inventory. Inventory values as of December 31, 2018 and March 31, 2018, were approximately $12.1 million and $20.3 million, respectively.
Receivables resulted from sales revenue recognition as of December 31, 2018 was $13.1 million, with an increase of $7.9 million comparing to $5.2 million as of March 31, 2018. The increase was primarily attributable to higher sales revenue recognized in the month of December 2018, after completion of our performance obligations, with a credit term of 30 to 60 days from sailing dates granted to our customer. We did not have any business combinations in the quarter ended December 31, 2018 that might cause significant changes in contract assets and contract balances, nor was there any impairment of contract assets. There was also no change in time frame for a right to consideration to become unconditional or any change in the time frame for a performance obligation to be satisfied.
The new guidance does not affect the methodology we have been adopting to recognize revenue in previous fiscal years and thus there was no adjustment for the cumulative effect of applying the guidance to retained earnings for compliance with the guidance.
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Accounts receivable
Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for uncollectible accounts. The Company usually grants credit to customers with good credit standing with a maximum of 90 days and determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management's best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of income and comprehensive income. Actual amounts received may differ from management's estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. No allowance was considered necessary as of December 31, 2018 and March 31, 2018.
Recent Accounting Pronouncements
See Note 3 – Recent Accounting Pronouncements in the notes to our unaudited condensed consolidated financial statements for a discussion of recent accounting pronouncements.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e)) are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), based on their evaluation of the Company’s disclosure controls and procedures as of December 31, 2018, concluded that the Company’s disclosure controls and procedures were effective as of that date.
Changes in Internal Control Over Financial Reporting
This Quarterly Report does not include a report of management’s assessment regarding internal control over financial reporting due to the transition period established by the SEC for newly public companies.
PART II - OTHER INFORMATION
We are not currently involved in any material legal proceedings. From time-to-time the Company is, and the Company anticipates that we will be, involved in legal proceedings, claims and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on the Company’s financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event there is an outcome in any that is adverse to us, the Company’s financial position and prospects could be harmed.
On January 31, 2019, SCBHK offered to provide an import facility of up to $3.0 million to Treasure Success pursuant to the SCBHK facility letter, dated June 15, 2018. Pursuant to the agreement, SCBHK agreed to finance import invoice financing and pre-shipment financing of export orders up to an aggregate $3.0 million. The SCBHK facility bears interest at 1.3% per annum over SCBHK’s cost of funds.
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The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.
Index to Exhibits
| 10.1 | Sale and Purchase Contract, dated December 11, 2018, between Jerash Garments and Fashions Manufacturing Limited and Omar Javed Bhat | Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on January 23, 2019. | |
| 10.2 | Facility Letter between Treasure Success International Limited and Standard Chartered Bank (Hong Kong) Limited | Filed herewith. | |
| 10.3 | Standard Chartered Global Master Credit Terms | Filed herewith. | |
| 10.4 | Standard Chartered Global Master Trade Terms | Filed herewith. | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | Filed herewith. | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | Filed herewith. | |
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | |
| 32.2 | Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | |
| 101.INS | XBRL Instance Document | Filed herewith. | |
| 101.SCH | XBRL Taxonomy Extension Schema Linkbase | Filed herewith. | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | Filed herewith. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | Filed herewith. | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | Filed herewith. | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | Filed herewith. |
| 48 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 13, 2019 | Jerash Holdings (US), Inc. | |
| By: | /s/ Richard J. Shaw | |
| Richard J. Shaw | ||
| Chief Financial Officer (Principal Financial and Authorized Officer) | ||
| 49 |
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 31.1
Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Choi Lin Hung, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Jerash Holdings (US), Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: February 13, 2019 | /s/ Choi Lin Hung |
| Choi Lin Hung | |
|
President and Treasurer (Principal Executive Officer) |
Exhibit 31.2
Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Richard J. Shaw, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Jerash Holdings (US), Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: February 13, 2019 | /s/ Richard J. Shaw |
| Richard J. Shaw | |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Jerash Holdings (US), Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2018, (the “Report”), I, Choi Lin Hung, President and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Choi Lin Hung | |
| Choi Lin Hung | |
|
President and Treasurer (Principal Executive Officer) |
|
| February 13, 2019 |
Exhibit 32.2
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Jerash Holdings (UC), Inc. (the "Company") on Form 10-Q for the quarter ended December 31, 2018, (the "Report"), I, Richard J. Shaw, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Richard J. Shaw | |
| Richard J. Shaw | |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
| February 13, 2019 |