Exhibit 99.1
SHENGFENG DEVELOPMENT LIMITED
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
F-1
SHENGFENG DEVELOPMENT LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands of USD, except for share and per share data, unless otherwise noted)
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Notes receivable | ||||||||
| Accounts receivable, net | ||||||||
| Prepayments and other current assets, net | ||||||||
| Due from related parties | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Long-term investments | ||||||||
| Deposit for investment | ||||||||
| Deferred tax assets | ||||||||
| Deferred issuance costs | ||||||||
| Other non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Notes payable | $ | $ | ||||||
| Accounts payable | ||||||||
| Short-term bank loans | ||||||||
| Due to related parties | ||||||||
| Salary and welfare payables | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Operating lease liabilities, current | ||||||||
| Tax payables | ||||||||
| Total Current Liabilities | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Other non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Shareholders’ Equity | ||||||||
| Class A Ordinary share, $ | ||||||||
| Class B Ordinary share, $ | ||||||||
| Additional paid-in capital | ||||||||
| Statutory reserves | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Shengfeng Development Limited’s Shareholders’ Equity | ||||||||
| Non-controlling Interests | ||||||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-2
SHENGFENG DEVELOPMENT LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
(All amounts in thousands of USD, except for share and per share data, unless otherwise noted)
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Revenues | ||||||||
| Transportation | $ | $ | ||||||
| Warehouse storage management service | ||||||||
| Others | ||||||||
| Total revenues | ||||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling and marketing | ( | ) | ( | ) | ||||
| General and administrative | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Income from operations | ||||||||
| Other income (expense) | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income, net | ||||||||
| Income before income taxes | ||||||||
| Provision for income taxes | ( | ) | ( | ) | ||||
| Net income | ||||||||
| Less: Income (loss) attributable to non-controlling interests | ( | ) | ||||||
| Net income attributable to Shengfeng Development Limited’s shareholders | $ | $ | ||||||
| Comprehensive income (loss) | ||||||||
| Net income | ||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||
| Total comprehensive income (loss) | ( | ) | ||||||
| Less: total comprehensive income (loss) attributable to non-controlling interests | ( | ) | ||||||
| Total comprehensive income (loss) attributable to Shengfeng Development Limited | $ | $ | ( | ) | ||||
| Weighted average shares outstanding used in calculating basic and diluted loss per share: | ||||||||
| Earnings per share | ||||||||
| $ | $ | |||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-3
SHENGFENG DEVELOPMENT LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(All amounts in thousands of USD, except for share and per share data, unless otherwise noted)
| Class A Ordinary Shares ($0.0001 par value) | Class B Ordinary Shares ($0.0001 par value) | Additional paid-in | Statutory | Retained | Accumulated other comprehensive income | Non- controlling | Total shareholders’ | |||||||||||||||||||||||||||||||||
| Shares* | Amount | Shares | Amount | capital | reserves | earnings | (loss) | interests | equity | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | | $ | | $ | $ | $ | ( | ) | | ||||||||||||||||||||||||||||||
| Net proceeds from initial public offering | - | |||||||||||||||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||||||||||||||
| Capital contribution from non-controlling shareholders | - | - | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
SHENGFENG DEVELOPMENT LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands of USD, except for share and per share data, unless otherwise noted)
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization of property and equipment | ||||||||
| Amortization of right-of-use assets and interest of lease liabilities | ||||||||
| Amortization of intangible assets | ||||||||
| Provision for (recovery of) doubtful accounts | ( | ) | ||||||
| Share of income in equity method investee | ( | ) | ( | ) | ||||
| Gain on disposal of property and equipment | ( | ) | ||||||
| Loss from disposal of subsidiaries | ||||||||
| Deferred income taxes expenses | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Notes receivable | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepayments and other current assets | ( | ) | ( | ) | ||||
| Other non-current assets | ( | ) | ||||||
| Notes payable | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Due to related parties | ( | ) | ( | ) | ||||
| Salary and welfare payable | ( | ) | ( | ) | ||||
| Accrued expenses and other current liabilities | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Tax payables | ||||||||
| Other non-current liabilities | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Proceed from disposal of property and equipment | ||||||||
| Proceed from disposal of subsidiary | ||||||||
| Dividend received from investment | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from initial public offering | ||||||||
| Proceeds from short-term bank loans | ||||||||
| Repayments of short-term bank loans | ( | ) | ( | ) | ||||
| Due to related parties | ( | ) | ||||||
| Capital contribution from non-controlling shareholders | ||||||||
| Deferred issuance costs | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effects of exchange rate changes on cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash, beginning of period | ||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for income tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Non-cash Transaction in Investing and Financing Activities | ||||||||
| Liabilities settled for purchase of property and equipment | $ | ( | ) | $ | ( | ) | ||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | ||||||
| Reclassification of deferred issuance costs | $ | $ | ||||||
| Reconciliation to amount on consolidated balance sheets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
SHENGFENG DEVELOPMENT LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands of USD, except for share and per share data, unless otherwise noted)
| 1. | ORGANIZATION AND NATURE OF OPERATIONS |
Shengfeng Development Limited (“Shengfeng” or the “Company”), is a holding company incorporated under the laws of the Cayman Islands on July 16, 2020, as an exempted company with limited liability. The Company has no substantive operations other than holding all of the outstanding share capital of Shengfeng Holding Limited (“Shengfeng HK”) established under the laws of Hong Kong on August 18, 2020.
Shengfeng HK is also a holding company holding all of the outstanding equity of Fujian Tianyu Shengfeng Logistics Co., Ltd. (“Tianyu” or “Shengfeng WFOE” or “WFOE”), which was established on December 16, 2020 under the laws of the People’s Republic of China (“PRC” or “China”).
The Company, through its variable interest entity
(“VIE”), Shengfeng Logistics Group Co., Ltd. (“Shengfeng VIE” or “VIE”), and its subsidiaries, operates
as a transportation and warehouse storage management services provider in the PRC. Shengfeng VIE was incorporated on December 7, 2001
under the laws of the PRC. Paid-in capital of Shengfeng VIE was approximately $
On December 18, 2020, the Company completed a reorganization of entities under common control of its then existing shareholders, who collectively owned all of the equity interests of the Company prior to the reorganization. The Company, and Shengfeng HK were established as the holding companies of Shengfeng WFOE. Shengfeng WFOE is the primary beneficiary of Shengfeng VIE and its subsidiaries, and all of these entities included in the Company are under common control, which results in the consolidation of Shengfeng VIE and its subsidiaries which have been accounted for as a reorganization of entities under common control at carrying value. The consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements of the Company.
F-6
| Name of subsidiaries | Place of incorporation |
Date of incorporation or acquisition |
Percentage of direct or indirect |
Principal activities | |||||
| Shengfeng Holding Limited (“Shengfeng HK”) | % | ||||||||
| Tianyu Shengfeng Logistics Group Co., Ltd. (“Tianyu”, formerly known as “Fujian Tianyu Shengfeng Logistics Co., Ltd “) | % | ||||||||
| VIE and VIE’s subsidiaries: | |||||||||
| Shengfeng Logistics Group Co., Ltd. (“Shengfeng VIE” or “Shengfeng Logistics”) | % | ||||||||
| Fuqing Shengfeng Logistics Co., Ltd. | % | ||||||||
| Xiamen Shengfeng Logistics Co., Ltd. | % | ||||||||
| Guangdong Shengfeng Logistics Co., Ltd. | % | ||||||||
| Hainan Shengfeng Supply Chain Management Co., Ltd. | % | ||||||||
| Beijing Tianyushengfeng E-commerce Technology Co., Ltd. | % | ||||||||
| Beijing Shengfeng Supply Chain Management Co., Ltd. | % | ||||||||
| Shengfeng Logistics (Guizhou) Co., Ltd. | % | ||||||||
| Shengfeng Logistics (Tianjin) Co., Ltd. | % | ||||||||
| Shengfeng Logistics (Shandong) Co., Ltd. | % | ||||||||
| Shengfeng Logistics Hebei Co., Ltd. | % | ||||||||
| Shengfeng Logistics (Henan) Co., Ltd. | % | ||||||||
| Shengfeng Logistics (Liaoning) Co., Ltd. | % |
F-7
| Name of subsidiaries | Place
of incorporation |
Date
of incorporation or acquisition |
Percentage of direct or indirect |
Principal activities | |||||
| Shengfeng Logistics (Yunnan) Co., Ltd. | % | ||||||||
| Shengfeng Logistics (Guangxi) Co., Ltd. | % | ||||||||
| Hubei Shengfeng Logistics Co., Ltd. | % | ||||||||
| Shengfeng Logistics Group (Shanghai) Supply Chain Management Co., Ltd. | % | ||||||||
| Shanghai Shengxu Logistics Co., Ltd. | % | ||||||||
| Hangzhou Shengfeng Logistics Co., Ltd. | % | ||||||||
| Nanjing Shengfeng Logistics Co., Ltd. | % | ||||||||
| Suzhou Shengfeng Logistics Co., Ltd. | % | ||||||||
| Suzhou Shengfeng Supply Chain Management Co., Ltd. (a) | % | ||||||||
| Shengfeng Supply Chain Management Co., Ltd. | % | ||||||||
| Fuzhou Shengfeng Transportation Co., Ltd. | % | ||||||||
| Sichuan Shengfeng Logistics Co., Ltd. | % | ||||||||
| Fujian Shengfeng Logistics Co., Ltd. | % | ||||||||
| Fujian Dafengche Information Technology Co. Ltd. | % | ||||||||
| Ningde Shengfeng Logistics Co. Ltd.(b) | % | ||||||||
| Fujian Fengche Logistics Co., Ltd. (c) | % | ||||||||
| Shengfeng Logistics (Zhejiang) Co., Ltd. | % | ||||||||
| Chengdu Shengfeng Supply Chain Management Co., Ltd. | % | ||||||||
| Shengfeng Logistics Group (Ningde) Supply Chain Management Co., Ltd. (d) |
|
% | |||||||
Significant subsidiaries of Tianyu: |
|||||||||
| Yichun Shengfeng Logistics Co., Ltd. (e) | % | ||||||||
| Fujian Shengfeng Smart Technology Co., Ltd. (f) | % | ||||||||
| Shenzhen Tianyu Shengfeng Supply Chain Management Co., Ltd. (g) | % | ||||||||
| Fujian Pingtan Tianyu Shengfeng Technology Co., Ltd(h) | % |
| |||||||
| (a) |
F-8
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) |
| (h) |
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2023 and 2022 are not necessarily indicative of the results that may be expected for the full year. The information included in this interim report should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto included in Shengfeng’s annual financial statements for the fiscal year ended December 31, 2022 filed with the SEC on May 1, 2023.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIE and the VIE’s subsidiaries over which the Company exercises control and, where applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All significant transactions and balances between the Company, its subsidiaries, the VIE and the VIE’s subsidiaries have been eliminated upon consolidation.
Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity.
F-9
Non-controlling interest represents the portion of the net assets of subsidiaries attributable to interests that are not owned or controlled by the Company. The non-controlling interest is presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interest’s operating results are presented on the face of the consolidated statements of income and comprehensive income as an allocation of the total income for the year between non-controlling shareholders and the shareholders of the Company.
All significant transactions and balances between the Company, its subsidiaries, the VIE and the VIE’s subsidiaries have been eliminated upon consolidation.
Use of Estimate and Assumptions
The preparation of the Company’s 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 and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates reflected in the Company’s consolidated financial statements include allowance for doubtful accounts, allowance for prepayments and other assets, discount rate used in operating lease right-of-use assets and valuation allowance for deferred tax asset. Actual results could differ from these estimates.
Foreign currencies translation and transaction
The reporting currency of the Company is the U.S. dollar. The Company in China conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. The statement of income accounts is translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in 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.
Translation adjustments included in accumulated
other comprehensive loss amounted to $
Cash and cash equivalents
Cash and cash equivalents represent demand deposits
placed with banks or other financial institutions, which are unrestricted as to withdrawal or use, and which have original maturities
of three months or less and are readily convertible to known amounts of cash. The Company maintains most of its bank accounts in the mainland of China.
Cash balances in bank accounts in mainland China are insured by the
People’s Bank of China Financial Stability Department (“FSD”) while there is a RMB
Restricted cash
Restricted cash represents cash that cannot be withdrawn without the permission of third parties. The Company’s restricted cash is substantially cash balances in designated bank accounts as security for payment processing and lawsuits. Restriction on the use of such cash and the interest earned thereon is imposed by the banks and remains effective throughout the term of the security period. Upon maturities of the security period, the bank’s deposits are available for general use by the Company.
F-10
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 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, restricted cash, accounts receivable, prepayments and other current assets, due from related parties, accounts payable, due to a related party, short-term bank loans, salary and welfare payables, accrued expenses and other current liabilities, current operating lease liabilities and taxes payable, approximates their recorded values due to their short-term maturities. The carrying value of long-term lease liabilities approximated their fair value as of June 30, 2023 and December 31, 2022 as the interest rates applied reflect the current market yield for comparable financial instruments.
Accounts receivable, net
Accounts receivable represents the Company’s
right to consideration in exchange for goods and services that the Company has transferred to the customer before payment is due. Accounts
receivable is stated at the historical carrying amount, net of an estimated allowance for uncollectible accounts. The Company reviews
on a periodic basis for doubtful accounts for the outstanding trade receivable balances based on historical collection trends, aging of
receivables and other information available. Additionally, the Company evaluates individual customer’s financial condition, credit
history, and the current economic conditions to make specific bad debt provisions when it is considered necessary, based on (i) the Company’s
specific assessment of the collectability of all significant accounts; and (ii) any specific knowledge we have acquired that might indicate
that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment in assessing
its collectability. 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. Account balances are charged off against the allowance after all means of collection
have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness
of the valuation allowance policy and will update it if necessary. The allowance for doubtful accounts was approximately $
Intangible assets, net
Intangible assets consist primarily of land use
rights and licensed software acquired, which are stated at cost less accumulated amortization and impairment, if any. Intangible assets
are amortized using the straight-line method over the estimated useful lives, which are generally
| Useful life | |
| Land use right | |
| Licensed software |
F-11
Impairment of long-lived assets
The Company evaluates its long-lived assets, including property and equipment and intangibles with finite lives, for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. The adjusted carrying amount of the assets become new cost basis and are depreciated over the assets’ remaining useful lives. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Given no events or changes in circumstances indicating the carrying amount of long-lived assets may not be recovered through the related future net cash flows, the Company did not recognize any impairment loss on long-lived assets for the six months ended June 30, 2023 and 2022.
Deferred issuance costs
Pursuant to ASC 340-10-S99-1, offering costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration drafting and counsel fees, consulting fees related to the registration preparation, SEC filings and print related costs, exchange listing costs, and road show related costs.
Notes payable
Notes payable represents trade accounts payable due to various suppliers where the Company’s banks have guaranteed the payment. The notes are non-interest bearing and normally paid within three to twelve months. The Company shall keep sufficient cash in designated bank accounts or notes receivable pledged to the bank as security for payment processing.
Revenue recognition
The Company adopted ASC Topic 606, Revenue from Contracts with Customers, effective as of January 1, 2019. Accordingly, the unaudited condensed consolidated financial statements for the six months ended June 30, 2023 and 2022 are presented under ASC 606. The core principle of the guidance is that an entity should 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. Revenue is the transaction price the Company expects to be entitled to in exchange for the promised services in a contract in the ordinary course of the Company’s activities and is recorded net of value-added tax (“VAT”). To achieve that core principle, the Company applies the following steps:
Step 1: Identify the contract (s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
F-12
The Company generates revenues from providing transportation services and warehouse storage management services. No practical expedients were used when adoption of ASC 606 occurred. Revenue recognition policies for each type of revenue stream are as follow:
Transportation services
The Company derives its transportation service revenue by providing logistic services based on customers’ orders. The Transportation service is considered a performance obligation as the customer can only obtain benefits when the goods are delivered to the destination. The transaction price is predetermined according to the distance of the transportation as well as the volume of the goods. Generally, the credit term is within two months. There is no other obligation in our contracts, such as return, refund or warranties. Revenue is recognized at the point in time when delivery of goods is made and customer has accepted delivery.
Warehouse storage management services
The Company derives revenue from the warehouse storage management services provided to third-party companies, including handling services, security and other services. The promised services in each warehouse storage management services contract are accounted as a single performance obligation, as the promised services in a contract are not distinct and are considered as a significant integrated service. The consideration is predetermined in the contract according to the unit price, space and term as well as the services used with no other obligations such as return, refund or warranties. No variable considerations exist such as discounts, rebates, refunds, credits, price concession, incentive performance bonuses or penalties. Pursuant to the service agreement, the Company provides the customers with warehouse storage management services during the service period. Service fees are paid by such customers on a monthly basis. The revenue is recognized on a straight-line basis over the period of the warehouse storage management service term, as customers simultaneously receive and consume the benefits of these services throughout the service period.
Principal and Agent Considerations
In the Company’s transportation business, the Company utilizes independent contractors and third-party carriers in the performances of some transportation services as and when needed. U.S. GAAP requires us to evaluate, using a control model, whether the Company itself promises to provide services to the customers (as a principal) or it will arrange for services to be provided by another party (as an agent). Based on the Company’s evaluation using a control model, the Company determined that in all of its major business activities, it serves as a principal rather than an agent within its revenue arrangements. Revenue and the associated purchased transportation costs are both reported on a gross basis within the consolidated statements of income and comprehensive income.
Contract costs
Contract costs include contract acquisition costs and contract fulfillment costs which are all recorded within prepayments, deposits, and other assets in the consolidated balance sheets and unaudited condensed consolidated balance sheets.
Contract acquisition costs consist of incremental costs incurred by the Company to originate contracts with customers. Contract acquisition costs, which generally include costs that are only incurred as a result of obtaining a contract, are capitalized when the incremental costs are expected to be recovered over the contract period. All other costs incurred, regardless of obtaining a contract, are expensed as incurred. Contract acquisition costs are amortized over the period the costs are expected to contribute directly or indirectly to future cash flows, which is generally over the contract term, on a basis consistent with the transfer of goods or services to the customer to which the costs relate. Contract fulfillments costs consist of costs incurred by the Company to fulfill a contract with a customer and are capitalized when the costs generate or enhance resources that will be used in satisfying future performance obligations of the contract and the costs are expected to be recovered. Capitalized contract fulfillment costs generally include contracted services, direct labor, materials, and allocable overhead directly related to resources required to fulfill the contract. Contract fulfillment costs are recognized in cost of revenue during the period that the related costs are expected to contribute directly or indirectly to future cash flows, which is generally over the contract term, on a basis consistent with the transfer of goods or services to the customer to which the costs are related. There were no contract acquisition costs and fulfillment costs as of June 30, 2023 and December 31, 2022.
F-13
Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Company performs by transferring goods or services to a customer before the customer pays consideration or before a payment is due, a contract asset is recognized for the earned consideration that is conditional. Contract assets are subject to impairment assessment.
Contract liabilities
A contract liability is recognized when a payment
is received or a payment is due (whichever is earlier) from a customer before the Company transfers the related services. Contract liabilities
are recognized as revenue when the Company performs under the contract. Revenue recognized that was included in contract liabilities at
the beginning of the period was approximately $
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Revenues: | ||||||||
| Transportation | $ | $ | ||||||
| Warehouse storage management service | ||||||||
| Others | ||||||||
| Total revenues | $ | |||||||
As of June 30, 2023 and December 31, 2022, the
Company had outstanding contracts for providing transportation and warehouse management services amounting to approximately $
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Fujian | $ | $ | ||||||
| Beijing | ||||||||
| Sichuan | ||||||||
| Zhejiang | ||||||||
| Shandong | ||||||||
| Others | ||||||||
| Total | $ | |||||||
Leases
The Company has elected the package of practical
expedients permitted which allows the Company not to reassess the following at the adoption date: (i) whether any expired or existing
contracts are or contains a lease, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for
any expired or existing leases (i.e. whether those costs qualify for capitalization under ASU 2016-02). The Company also elected the short-term
lease exemption for certain classes of underlying assets including office space, warehouses and equipment, with a lease term of
F-14
The Company determines whether an arrangement is or contains a lease at inception. A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. All leases of the Company are currently classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, current, and operating lease liability, non-current in the Company’s consolidated balance sheets. Please refer to Note 12 for the disclosures regarding the Company’s method of adoption of ASC 842 and the impacts of adoption on its financial position, results of operations and cash flows.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The operating lease ROU assets and lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The operating lease ROU assets also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets and lease liabilities when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.
For operating leases with a term of
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.
Upon the adoption of the new lease standard on
January 1, 2019, the Company recognized respectively, ROU assets and operating lease liabilities of approximately $
Value added tax (“VAT”)
Revenue represents the invoiced value of goods
and service, net of VAT. The VAT is based on gross sales price and VAT rates range up to
Income taxes
The Company follows the liability method of accounting for income taxes in accordance with ASC 740 (“ASC 740”), Income Taxes. The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
F-15
An uncertain tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized
is the largest amount of tax benefit that is greater than
Statutory reserves
The Company’s PRC subsidiaries and the VIE
are required to allocate at least
Comprehensive income (loss)
Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.
Earnings per share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share.” ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common share outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis of the potential Ordinary 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 Ordinary 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.
The rights, including the liquidation and dividend
rights, of the holders of the Company’s Class A and Class B Ordinary Shares are identical, except with respect to voting and conversion
rights. Each Class A Ordinary Share is entitled to one vote; and each Class B Ordinary Share is entitled to ten votes and is convertible
into
Risks and Concentration
| a) | Interest rate risk |
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s interest rate risk arises primarily from short-term borrowings. Borrowings issued at variable rates and fixed rates expose the Company to cash flow interest rate risk and fair value interest rate risk respectively.
| b) | Concentration of credit risk |
Financial instruments
that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of June 30, 2023 and December
31, 2022, approximately $
F-16
The Company is also exposed to risk from its accounts receivable and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.
A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at the exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to process the remittance.
The Company’s functional
currency is the RMB, and its consolidated financial statements are presented in U.S. dollars. The RMB depreciated by
To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company.
| c) | Concentration of customers and suppliers |
Substantially all revenue
was derived from customers located in China. There are no customers from whom revenue individually represented greater than
For the six months ended
June 30, 2023, Fujian Jinwang Yuntong Logistics Technology Co., Ltd. contributed approximately
As of June 30, 2023 and
December 31, 2022, no customers accounted more than
As of June 30, 2023,
no supplier contributed more than
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 have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
F-17
Segment reporting
The Company’s chief operating decision-maker
(“CODM”) has been identified as its Chief Executive Officer, who reviews the consolidated results when making decisions about
allocating resources and assessing the performance of the Company as a whole and hence, the Company has only
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. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
In June 2016, the FASB amended guidance related to the impairment of financial instruments as part of ASU2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2020. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarified that receivables from operating leases are not within the scope of Topic 326 and instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842. On May 15, 2019, the FASB issued ASU 2019-05, which provides transition relief for entities adopting the Board’s credit losses standard, ASU 2016-13. Specifically, ASU 2019-05 amends ASU 2016-13 to allow companies to irrevocably elect, upon adoption of ASU 2016-13, the fair value option for financial instruments that (1) were previously recorded at amortized cost and (2) are within the scope of the credit losses guidance in ASC 326-20, (3) are eligible for the fair value option under ASC 825-10, and (4) are not held-to-maturity debt securities. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim periods therein. An entity may early adopt the ASU in any interim period after its issuance if the entity has adopted ASU 2016-13. For all other entities, the effective date will be the same as the effective date of ASU 2016-13. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The ASU 2019-11 amendment provides clarity and improves the codification to ASU 2016-03. The pronouncement would be effective concurrently with the adoption of ASU 2016-03. The pronouncement is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. In February 2020, the FASB issued ASU No. 2020-02, which provides clarifying guidance and minor updates to ASU No. 2016-13 – Financial Instruments – Credit Loss (Topic 326) (“ASU 2016-13”) and related to ASU No. 2016-02 - Leases (Topic 842). ASU 2020-02 amends the effective date of ASU 2016-13, such that ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, “'Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for the Company beginning after December 15, 2023 and are applied prospectively to business combinations that occur after the effective date. The Company does not expect the adoption of ASU 2021-04 will have a material effect on the consolidated financial statements.
F-18
In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. As an emerging growth company, the standard is effective for the Company for the year ended December 31, 2025. The Company is in the process of evaluating the impact of the new guidance on its consolidated financial statements.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.
| 3. | Accounts receivable, net |
| As of June 30, 2023 | As of December 31, 2022 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: Allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Six Months Ended June 30, 2023 | Year Ended December 31, 2022 | |||||||
| Beginning balance | $ | $ | ||||||
| (Recovery of) provision for doubtful accounts | ( | ) | ||||||
| Written-off | ( | ) | ( | ) | ||||
| Exchange rate effect | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
| 4. | Intangible assets, net |
| As of June 30, 2023 | As of December 31, 2022 | |||||||
| Land use rights (a) | $ | $ | ||||||
| Licensed software | ||||||||
| Subtotal | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
| (a) |
F-19
As of June 30,
2023 and December 31, 2022, land use rights with net book value amounted to approximately $
Amortization expenses
for the six months ended June 30, 2023 and 2022, amounted to approximately $
Twelve months ending June 30, | Estimated amortization expense | |||
| 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total | $ | |||
| 5. | Related party transactions |
The table below sets forth the major related parties and their relationships with the Company as of June 30, 2023 and December 31, 2022, and for the six months ended June 30, 2023 and 2022
| Name of related parties | Relationship with the Company | |
| Fujian Bafang | An equity investee of the Company | |
| Fuzhou Tianyu Shengfeng Industrial Co., Ltd (“Fuzhou Tianyu”) | A company controlled by Yongteng Liu, who is the brother of Yongxu Liu, CEO and Chairman of the Company | |
| Fuzhou Tianyu Shengfeng Property Management Co., Ltd (“Fuzhou Tianyu Management”) | A company under the control of a shareholder | |
| Yongteng Liu | CEO’s brother |
| i) |
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Transportation services to Fujian Bafang | $ | $ | ||||||
| Total | $ | |||||||
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Transportation services from Fujian Bafang | $ | $ | ||||||
| Lease services from Fuzhou Tianyu | $ | $ | ||||||
F-20
| ii) | Guarantees |
The Company’s shareholder, CEO and Chairman, Yongxu Liu, his spouse, Xiying Yang, and his brother, Yongteng Liu, were the guarantors of the Company’s short-term bank loans (See Note 7).
| iii) |
| As of June 30, 2023 | As of December 31, 2022 | |||||||
| Due from related parties | ||||||||
| Fuzhou Tianyu | $ | $ | ||||||
| Total | $ | $ | ||||||
| As of June 30, 2023 | As of December 31, 2022 | |||||||
| Due to related parties | ||||||||
| Fujian Bafang (a) | $ | $ | ||||||
| Fuzhou Tianyu | ||||||||
| Fuzhou Tianyu Management | ||||||||
| Yongteng Liu | ||||||||
| Total | $ | $ | ||||||
| (a) |
| 6. | Notes payables |
| As of June 30, 2023 | As of December 31, 2022 | |||||||
| Bank acceptance notes payable issued by Shanghai Pudong Development Bank Co., Ltd. Fuzhou Branch (a) | $ | $ | ||||||
| Commercial acceptance notes payable guaranteed by China Minsheng Bank Fuzhou Branch (b) | ||||||||
| Total | $ | $ | ||||||
| (a) |
F-21
| (b) |
| 7. | Short-term bank loans |
| As of June 30, 2023 | As of December 31, 2022 | |||||||
| China Minsheng Bank Fuzhou Branch | $ | - | $ | |||||
| Bank of China Fuzhou Jin’an Branch | ||||||||
| China Merchant Bank Fuzhou Branch | ||||||||
| Xiamen International Bank Co., Ltd. Fuzhou Branch | ||||||||
| Haixia Bank of Fujian Fuzhou Jin’an Branch | ||||||||
| Fujian Fuzhou Rural Commercial Bank Co., Ltd. Yuefeng Branch | ||||||||
| Shanghai Pudong Development Bank Co., Ltd. Fuzhou Branch | ||||||||
| Industrial Bank Fuzhou Huqian Sub Branch | ||||||||
| Industrial Bank Fuzhou Branch | ||||||||
| China Everbright Bank Co., Ltd Fuzhou Tongpan Branch | ||||||||
| Guangxi Beibu Gulf Bank Nanning Branch | - | |||||||
| Total | $ | $ | ||||||
As of June 30, 2023 and
December 31, 2022, the total short-term bank borrowings balance of the Company was approximately $
China Minsheng Bank Fuzhou Branch
On September 10, 2021
and September 22, 2021, respectively, the Company entered into short-term loan facility agreements with China Minsheng Bank Fuzhou Branch,
pursuant to which a facility of up to approximately $
The $
After the repayment,
the Company obtained additional loans of approximately $
F-22
The aforementioned loans
were repaid on maturity on February 7, February 14 and February 18, 2023. After repayment of the loans of $
Bank of China Fuzhou Jin’an Branch
On June 28, 2021, the
Company entered into a short-term loan facility agreement with Bank of China Fuzhou Jin’an Branch pursuant to which a total facility
of up to approximately $
The Company made early
repayment for the loans of approximately $
The aforementioned loan’s
maturity dates are March 20, 2023, May 25, 2023, June 12, 2023 and June 22, 2023, respectively. On October 21, 2022, the Company signed
supplementary contracts with Bank of China Fuzhou Jin’an Branch to change the interest rate of the loan obtained in May and June
2022, from
On March 15, 2023, the
Company entered into a short-term loan facility agreement with Bank of China Fuzhou Jin’an Branch pursuant to which a total facility
of up to approximately $
As of June 30, 2023,
loan balance under such short-term loan facility was approximately $
China Merchant Bank Fuzhou Branch
On December 24, 2021,
the Company entered into a short-term loan facility agreement with China Merchant Bank Fuzhou Branch to replace a prior agreement with
aggregate principal amount of approximately $
F-23
On January 14 and 21,
2022, approximately $
On January 28, February
28 and March 17, 2022, approximately $
After the repayments
were made, the Company drew down approximately $
On January 14, 2022,
Fujian Shengfeng Logistics Co., Ltd. drew down approximately $
On January 14, 2022,
Fuqing Shengfeng Logistics Co., Ltd. drew down approximately $
On June 5, 2023, the
Company entered into a new short-term loan facility agreement with China Merchant Bank Fuzhou Branch to replace the short-term loan facility
agreement signed with China Merchant Bank Fuzhou Branch during fiscal year 2021. Pursuant to such new short-term loan facility agreement,
a total facility of up to an aggregate principal amount of approximately $
F-24
On June 15, 2023 and
June 19, 2023, the Company drew down approximately $
On June 19, 2023, the Company drew down approximately $
As of June 30,
2023, loan balance under such short-term loan facility was approximately $
On September 12, 2023,
the Company drew down approximately $
Xiamen International Bank Co., Ltd. Fuzhou Branch
On August 11, 2021, the
Company entered into a short-term loan facility agreement with Xiamen International Bank Co., Ltd. Fuzhou Branch pursuant to which a total
facility of up to approximately $
As of June 30, 2023,
loan balance under such short-term loan facility was approximately $
On April 8, 2022, the
Company entered into a short-term loan facility agreement with Xiamen International Bank Co., Ltd. Fuzhou Branch, pursuant to which a
total facility of up to approximately $
As of June 30, 2023,
loan balance under such short-term loan facility was approximately $
Haixia Bank of Fujian Fuzhou Jin’an Branch
On April 2, 2021, the
Company entered into a loan agreement with Haixia Bank of Fujian Fuzhou Jin’an Branch for a principal amount of approximately $
On June 16, 2022, the
Company entered into a new short-term loan agreement with Haixia Bank of Fujian Fuzhou Jin’an Branch for a principal amount of approximately
$
F-25
On September 26, 2023,
the Company entered into a short-term facility agreement with Haixia Bank of Fujian Fuzhou Jin’an Branch, pursuant to which a total
facility of up to approximately $
Fujian Fuzhou Rural Commercial Bank Co., Ltd. Yuefeng Branch
In November 2021, the
Company entered into a short-term loan agreement with Fujian Fuzhou Rural Commercial Bank Co., Ltd. Yuefeng Branch for a principal amount
of $
After the repayment, the Company entered into a new short-term loan agreement with Fujian Fuzhou Rural Commercial Bank Co., Ltd. Yuefeng Branch on November 9, 2022 and drew down the loan on November 9, 2022 for the same amount of the original loan, with the same terms as the previous agreement and the new loan will be matured on November 8, 2023.
Shanghai Pudong Development Bank Co., Ltd. Fuzhou Branch
On September 17, 2021,
the Company entered into a short-term loan agreement with Shanghai Pudong Development Bank Co., Ltd. Fuzhou Branch for a principal amount
of approximately $
On February 19, 2023, the Company made repayment in full. On February 20, 2023, the Company entered into a new short-term loan agreement with Shanghai Pudong Development Bank Co., Ltd. Fuzhou Branch for the same amount of the original loan, with the same terms as the previous agreement and received the proceeds on the same date.
Industrial Bank Fuzhou Huqian Sub-Branch
On March 9, 2021, one
of the VIE’s subsidiaries, Fuqing Shengfeng Logistics Co., Ltd., entered into a short-term loan facility agreement with Industrial
Bank Fuzhou Huqian Sub-Branch pursuant to which a total facility of up to approximately $
On January 21, 2022,
the Company drew down approximately $
On February 3, 2023,
one of the VIE’s subsidiaries, Fuqing Shengfeng Logistics Co., Ltd., entered into a short-term loan facility agreement with Industrial
Bank Fuzhou Huqian Sub-Branch pursuant to which a total facility of up to approximately $
F-26
As of June 30, 2023,
the loan balance under such short-term loan facility was approximately $
Industrial Bank Fuzhou Branch
On March 10, 2021, the
Company entered into a loan agreement Industrial Bank Co., Ltd. Fuzhou Branch for a principal amount of approximately $
On March 4, 2022, the
Company entered into a short-term loan credit line agreement with Industrial Bank Co., Ltd. Fuzhou Branch for a principal amount of approximately
$
As of June 30,
2023, loan balance under such short-term loan facility was approximately $
China Everbright Bank Co., Ltd Fuzhou Tongpan Branch
On January 19, 2022,
Fuqing Shengfeng Logistics Co., Ltd. entered into a short-term loan agreement with China Everbright Bank Co., Ltd. Fuzhou Tongpan Branch
for a term of one year in the principal amount of approximately $
On January 9, 2023, the Company repaid approximately
$
On January 9, 2023, Fuqing Shengfeng Logistics
Co., Ltd. entered into a short-term loan agreement with Fuzhou Tongpan Branch of China Everbright Bank Co., Ltd. in the principal amount
of approximately $
Guangxi Beibu Gulf Bank Nanning Branch
On January 17, 2023, one of the VIE’s subsidiaries,
Shengfeng Logistics Guangxi Co., Ltd. entered into a short-term loan agreement with Guangxi Beibu Gulf Bank Nanning branch in the principal
amount of approximately $
F-27
For the six months ended June 30, 2023 and 2022,
the interest expenses for the above short-term bank loans totaled approximately $
As of June 30, 2023, the Company had an aggregate
credit line of approximately $
| 8. | Leases |
Operating leases as lessee
As of June 30, 2023 and December 31, 2022, the Company has operating leases recorded on its consolidated balance sheets for certain office spaces and warehouses that expire on various dates through 2032. When determining the lease term, the Company considers options to extend or terminate the lease when it is reasonably certain that it will exercise or not exercise that option. The Company’s lease arrangements may contain both lease and non-lease components. The Company has separately accounted for lease and non-lease components based on their nature. Payments under the Company’s lease arrangement are fixed.
| As of June 30, 2023 | As of December 31, 2022 | |||||||
| Assets | ||||||||
| Operating lease right-of-use assets, net | $ | $ | ||||||
| Liabilities | ||||||||
| Operating lease liabilities, current | $ | $ | ||||||
| Operating lease liabilities, non-current | $ | $ | ||||||
| Weighted average remaining lease term (in years) | ||||||||
| Weighted average discount rate (%) | ||||||||
| Six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Operating lease right-of-use assets obtained in exchange for lease liabilities | $ | $ | ||||||
| Operating lease expense | ||||||||
| Amortization of right-of-use assets | ||||||||
| Interest of lease liabilities | ||||||||
| Total | $ | $ | ||||||
F-28
| Lease Liabilities | ||||
| Twelve months ending June 30, | ||||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( |
) | ||
| Total | $ | |||
| 9. | Taxes |
| (a) | Corporate Income Taxes (“CIT”) |
Cayman Islands
Under the current tax laws of Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
Hong Kong
Under the current Hong
Kong Inland Revenue Ordinance, the Company’s subsidiary incorporated in Hong Kong is subject to
PRC
The Company’s PRC
subsidiaries, the VIE and the VIE’s subsidiaries are governed by the income tax laws of the PRC and the income tax provision in
respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation,
interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic
enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified
Beijing Shengfeng Supply
Chain Management Co., Ltd. and Guangdong Shengfeng Logistics Co., Ltd. were qualified as High and New Technology Enterprise (“HNTE”)
and are eligible to enjoy a preferential tax rate of
Several VIE’s subsidiaries,
including Chengdu Shengfeng Supply Chain Management Co., Ltd., Shengfeng Logistics (Liaoning) Co., Ltd., Sichuan Shengfeng Logistics Co.,
Ltd., Shengfeng Logistics (Guangxi) Co., Ltd., etc., are qualified as small and micro enterprises, thus the preferential effective tax
rates of
F-29
| i) |
| Six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Non-PRC | $ | ( | ) | $ | ||||
| PRC | ||||||||
| Total | $ | $ | ||||||
| ii) | The components of the income tax provision are as follows: |
| Six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Current | $ | $ | ||||||
| Deferred | ( | ) | ||||||
| Total | $ | $ | ||||||
| iii) | The following table reconciles PRC statutory rates to the Company’s effective tax rate: |
| Six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| PRC statutory income tax rate | % | % | ||||||
| Effect of preferential tax rates (1) | ( | )% | ( | )% | ||||
| Eligible additional deduction | ( | )% | ( | )% | ||||
| Impact of different tax rates in other jurisdictions | % | - | % | |||||
| Non-taxable and exemptions | ( | )% | - | % | ||||
| Permanent differences (2) | % | % | ||||||
| Effective income tax rate | % | % | ||||||
| (1) |
| (2) |
F-30
| iv) |
| As of June 30, 2023 | As of December 31, 2022 | |||||||
| Deferred tax assets: | ||||||||
| Net operating losses carryforward | $ | $ | ||||||
| Allowance for doubtful accounts | ||||||||
| Deferred income (a) | ||||||||
| Intangible assets (b) | ||||||||
| Subtotal | ||||||||
| Less: valuation allowance | ||||||||
| Deferred tax assets | $ | $ | ||||||
| (a) | |
| (b) |
The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. Management considers the cumulative earnings and projected future taxable income in making this assessment. Recovery
of substantially all of the Company’s deferred tax assets is dependent upon the generation of future income, exclusive of reversing
taxable temporary differences. Based upon the level of historical taxable income and projections for future taxable income over the periods
in which the deferred tax assets are recoverable, valuation allowances of were provided for the Company’s certain subsidiaries
with continuous losses as of June 30, 2023 and December 31, 2022. As of June 30, 2023 and December 31, 2022, there were approximately
$
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of June 30, 2023 and December 31, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interests and penalties tax for the six months ended June 30, 2023 and 2022.
| (b) | Tax payable |
| As of June 30, 2023 | As of December 31, 2022 | |||||||
| Value-added tax payable | $ | $ | ||||||
| Income tax payable | ||||||||
| Other taxes payable | ||||||||
| Total | $ | $ | ||||||
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| 10. | Shareholders’ equity |
Ordinary shares
The Company was established
as a holding company under the laws of Cayman Islands on July 16, 2020. The original authorized number of ordinary shares is
On April 4, 2023, the
Company completed its initial public offering (the “IPO”) of
As of June 30, 2023 and
December 31, 2022,
Additional paid-in capital
On December 31, 2022,
Suzhou Shengfeng, one of VIE subsidiaries declared a dividend of approximately $
Statutory reserves
The Company is required
to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based
on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations
to the statutory surplus reserve are required to be at least
Restricted assets
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiary. Relevant PRC statutory laws and regulations permit payments of dividends by Shengfeng WFOE, Shengfeng VIE and its subsidiaries (collectively the “Shengfeng PRC entities”) only out of retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Shengfeng PRC entities.
Shengfeng PRC entities
are required to set aside at least
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As a result of the foregoing
restrictions, Shengfeng PRC entities are restricted in their ability to transfer their assets to the Company. Foreign exchange and other
regulations in the PRC may further restrict Shengfeng PRC entities from transferring funds to the Company in the form of dividends, loans
and advances. As of June 30, 2023 and December 31, 2022, amounts restricted are the paid-in-capital and statutory reserve of Shengfeng
PRC entities, which amounted to approximately $
| 11. | Commitments and contingencies |
| (a) | Lease commitments |
The Company’s commitment
for minimum lease payments under the remaining operating leases as of June 30, 2023 is $
| (b) | Contingencies |
The Company is subject
to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with
certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect
on our consolidated financial position, cash flows or results of operations on an individual basis or in the aggregate. As of June 30,
2023, the Company had various legal proceedings or disputes related to the customers, suppliers, labor contracts and traffic accidents,
which were still pending court decisions. Approximately $
| 12. | Subsequent events |
The Company has evaluated the impact of events that have occurred subsequent to June 30, 2023, through the issuance date of unaudited condensed consolidated financial statements, and concluded that no subsequent events have occurred that would require recognition in the unaudited condensed consolidated financial statements or disclosure in the notes to unaudited condensed consolidated financial statements.
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