UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2018

 

☐   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:  0-28806

 

Ever-Glory International Group Inc.

(Exact name of registrant as specified in its charter)

 

Florida   65-0420146
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification No.)

 

Ever-Glory Commercial Center,

509 Chengxin Road, Jiangning Development Zone,

Nanjing, Jiangsu Province,

People’s Republic of China

(Address of principal executive offices)

 

(8625) 5209-6831

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒   No ☐

 

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

 

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

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
(Do not check if smaller reporting company)   Emerging growth company ☐

 

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

 

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

  

As of November 5, 2018, 14,798,198 shares of the Company’s common stock, $0.001 par value, were issued and outstanding.

 

 

 

 

 

  

EVER-GLORY INTERNATIONAL GROUP, INC.

FORM 10-Q

 

INDEX

 

      Page Number
       
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS    
       
PART I.  FINANCIAL INFORMATION    
       
Item 1.   Financial Statements   1
       
  Condensed Consolidated Balance Sheets as of September 30, 2018 (unaudited) and December 31, 2017   1
       
  Condensed Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2018 and 2017 (unaudited)   2
       
  Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017(unaudited)   3
       
  Notes to the Condensed Consolidated Financial Statements (unaudited)   4
       
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   16
       
Item 3.   Quantitative and Qualitative Disclosures About Market Risk   29
       
Item 4.   Controls and Procedures   30
       
PART II.  OTHER INFORMATION    
       
Item 1.   Legal Proceedings   31
       
Item 1A. Risk Factors   31
       
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds   31
       
Item 3.   Defaults Upon Senior Securities   31
       
Item 4.   Mine Safety Disclosure   31
       
Item 5.   Other Information   31
       
Item 6.   Exhibits   32
       
SIGNATURES   33

 

i

 

 

Cautionary Note Regarding Forward-Looking Statements

 

Statements contained in this Quarterly Report on Form 10-Q, which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, whether expressed or implied, are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to:

 

  ● Competition within our industry;
     
  ● Seasonality of our sales;
     
  ● Success of our investments in new product development
     
  ● Our plans and ability to open new retail stores;
     
  ● Success of our acquired businesses;
     
  ● Our relationships with our major customers;
     
  ● The popularity of our products;
     
  ● Relationships with suppliers and cost of supplies;
     
  ● Financial and economic conditions in Asia, Japan, Europe and the U.S.;
     
  ● Anticipated effective tax rates in future years;
     
  ● Regulatory requirements affecting our business;
     
  ● Currency exchange rate fluctuations;
     
  ● Our future financing needs; and
     
  ● Our ability to obtain future financing on acceptable terms.

 

Forward-looking statements also include the assumptions underlying or relating to any of the foregoing or other such statements. When used in this report, the words “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “continue,” and similar expressions are generally intended to identify forward-looking statements.

 

Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the factors described in the Section entitled “Risk Factors” on Form 10-K and other documents we file from time to time with the Securities and Exchange Commission (’SEC’).

 

ii

 

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. Dollars, except share and per share data or otherwise stated)

AS OF SEPTEMBER 30, 2018 (UNAUDITED) AND DECEMBER 31, 2017

 

    2018     2017  
ASSETS            
CURRENT ASSETS            
Cash and cash equivalents   $ 24,479     $ 62,876  
Accounts receivable, net     93,141       81,859  
Inventories     83,243       56,182  
Value added tax receivable     3,135       3,757  
Other receivables and prepaid expenses     24,181       5,139  
Advances on inventory purchases     10,998       3,028  
Amounts due from related parties     25       265  
Total Current Assets     239,202       213,106  
                 
INTANGIBLE ASSETS     6,337       5,995  
PROPERTY AND EQUIPMENT, NET     26,746       25,891  
TOTAL ASSETS   $ 272,285     $ 244,992  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
CURRENT LIABILITIES                
Bank loans   $ 35,562     $ 37,730  
Accounts payable     99,399       73,788  
Accounts payable and other payables - related parties     5,168       4,675  
Other payables and accrued liabilities     29,560       16,454  
Derivative financial instruments     1,073       -  
Value added and other taxes payable     1,879       6,052  
Income tax payable     1,931       1,712  
Total Current Liabilities     174,572       140,411  
                 
NONCURRENT LIABILITIES                
Deferred tax liabilities     95       1,883  
TOTAL LIABILITIES     174,667       142,294  
                 
COMMITMENTS AND CONTINGENCIES                
                 
STOCKHOLDERS’ EQUITY                
Stockholders’ equity:                
Common stock $0.001 par value, authorized 50,000,000 shares, 14,798,198 and 14,795,992 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively)     15       15  
Additional paid-in capital     3,627       3,620  
Retained earnings     102,102       95,195  
Statutory reserve     17,794       17,794  
Accumulated other comprehensive income     (4,240 )     2,585  
Amounts due from related party     (20,252 )     (15,449 )
Total equity attributable to stockholders of the Company     99,046       103,760  
Noncontrolling interest     (1,428 )     (1,062 )
Total Equity     97,618       102,698  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 272,285     $ 244,992  

 

See the accompanying notes to the condensed consolidated financial statements.

 

1

 

 

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES CONDENSED

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
(In thousands of U.S. Dollars, except share and per share data or otherwise stated)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017 (UNAUDITED)

 

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2018     2017     2018     2017  
NET SALES   $ 125,480     $ 120,257     $ 306,806     $ 285,148  
COST OF SALES     95,419       87,007       210,858       192,740  
                                 
GROSS PROFIT     30,061       33,250       95,948       92,408  
                                 
OPERATING EXPENSES                                
Selling expenses     17,588       20,238       62,405       60,206  
General and administrative expenses     8,519       10,167       25,015       24,900  
Total Operating Expenses     26,107       30,405       87,420       85,106  
                                 
INCOME FROM OPERATIONS     3,954       2,845       8,528       7,302  
                                 
OTHER INCOME (EXPENSES)                                
Interest income     307       370       1,003       909  
Interest expense     (278 )     (562 )     (1,202 )     (1,207 )
Other income     101       1,987       1,102       3,088  
Total Other Income (Expenses)     130       1,795       903       2,790  
                                 
INCOME BEFORE INCOME TAX EXPENSE     4,084       4,640       9,431       10,092  
Income tax expense     (908 )     (1,522 )     (2,949 )     (3,573 )
                                 
NET INCOME     3,176       3,118       6,482       6,519  
                                 
Net loss attributable to the non-controlling interest     140       115       425       376  
NET INCOME ATTRIBUTABLE TO THE COMPANY     3,316       3,233       6,907       6,895  
                                 
NET INCOME   $ 3,176     $ 3,118     $ 6,482     $ 6,519  
                                 
Foreign currency translation income(loss)     (3,674 )     1,823       (5,742 )     3,345  
Unrealized gain (loss) of derivative contracts designated as cash flow hedge     (614 )     -       (1,083 )     -  
COMPREHENSIVE INCOME (LOSS)     (1,112 )     4,941       (343 )     9,864  
                                 
Comprehensive loss attributable to the non-controlling interest     57       133       366       411  
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY   $ (1,055 )   $ 5,074     $ 23     $ 10,275  
                                 
EARNINGS PER SHARE ATTRIBUTABLE TO THE COMPANY’S STOCKHOLDERS                                
Basic and diluted   $ 0.22     $ 0.22     $ 0.47     $ 0.47  
Weighted average number of shares outstanding                                
Basic and diluted     14,798,198       14,792,836       14,796,527       14,791,778  

 

See the accompanying notes to the condensed consolidated financial statements. 

 

2

 

 

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. Dollars, except share and per share data or otherwise stated)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017 (UNAUDITED)

 

    2018     2017  
CASH FLOWS FROM OPERATING ACTIVITIES            
Net income   $ 6,482     $ 6,519  
Adjustments to reconcile net income to cash provided by operating activities:                
Depreciation and amortization     6,523       5,066  
Loss from sale of property and equipment     102       5  
Provision of bad debt allowance     -       679  
Provision for obsolete inventories     2,697       4,624  
Deferred income tax     (1,706 )     (2,004 )
Stock-based compensation     7       10  
Changes in operating assets and liabilities                
Accounts receivable     (15,012 )     (12,805 )
Inventories     (32,831 )     (3,423 )
Value added tax receivable     430       (762 )
Other receivables and prepaid expenses     (19,792 )     (3,395 )
Advances on inventory purchases     (8,199 )     (1,619 )
Amounts due from related parties     4       (937 )
Accounts payable     29,547       (3,738 )
Accounts payable and other payables- related parties     153       232  
Other payables and accrued liabilities     14,054       (2,219 )
Value added and other taxes payable     (3,892 )     (2,561 )
Income tax payable     311       (256 )
Net cash used in operating activities     (21,122 )     (16,584 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchases of property and equipment     (9,144 )     (4,356 )
Net Cash used in by investing activities     (9,144 )     (4,356 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from bank loans     39,872       47,570  
Repayment of bank loans     (40,225 )     (33,372 )
Repayment of loans from related party     3,232       7,596  
Advances to related party     (8,183 )     (6,464 )
Net cash (used in) provided by financing activities     (5,304 )     15,330  
                 
EFFECT OF EXCHANGE RATE CHANGES ON CASH     (2,827 )     1,121  
      　       　  
NET DECREASE IN CASH AND CASH EQUIVALENTS     (38,397 )     (4,489 )
      　       　  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     62,876       45,288  
      　       　  
CASH AND CASH EQUIVALENTS AT END OF PERIOD   $ 24,479     $ 40,799  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
                 
Cash paid during the period for:                
                 
Interest   $ 1,202     $ 645  
Income taxes   $ 4,427     $ 3,120  

 

See the accompanying notes to the condensed consolidated financial statements.

 

3

 

 

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(UNAUDITED)

 

NOTE 1 BASIS OF PRESENTATION

  

Ever-Glory International Group, Inc. (the “Company”), together with its subsidiaries, is an apparel manufacturer, supplier and retailer in The People’s Republic of China (“China or “PRC”), with a wholesale segment and a retail segment. The Company’s wholesale business consists of recognized brands for department and specialty stores located in China, Europe, Japan and the United States. The Company’s retail business consists of flagship stores and store-in-stores for the Company’s own-brand products.

 

The Company’s wholesale operations are provided primarily through the Company’s wholly-owned PRC subsidiaries, Goldenway Nanjing Garments Co. Ltd. (“Goldenway”), Nanjing Catch-Luck Garments Co. Ltd. (“Catch-Luck”), Nanjing New-Tailun Garments Co. Ltd (“New-Tailun”), Ever-Glory International Group Apparel Inc.(“Ever-Glory Apparel”), Chuzhou Huirui Garments Co. Ltd. (“Huirui”) and Nanjing Tai Xin Garments Trading Company Limited (“Tai Xin”), and the Company’s wholly-owned Samoa subsidiary, Ever-Glory International Group (HK) Ltd. (“Ever-Glory HK”) and Ever-Glory Supply Chain Service Co., Limited (“Ever-Glory Supply Chain”).  The Company’s retail operations are provided through its wholly- owned subsidiaries, Shanghai LA GO Fashion Company Limited (“Shanghai LA GO GO”), Jiangsu LA GO Fashion Company Limited (“Jiangsu LA GO GO”), Tianjin LA GO Fashion Company Limited (“Tianjin LA GO GO”), Shanghai Ya Lan Fashion Company Limited (“Ya Lan”), Shanghai Yiduo Fashion Company Limited (“Shanghai Yiduo”) and Xizang He Meida Trading Company Limited (“He Meida”).

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the condensed consolidated balance sheet as of September 30, 2018, the condensed consolidated statements of income and comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017, and condensed consolidated statements of cash flows for the nine months ended September 30, 2018 and 2017. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 8-03 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they have been condensed and do not include all of the information and footnotes required by GAAP for complete financial statements.

 

Wholesale revenues are generally higher in the third and fourth fiscal quarters, while retail revenues are generally higher in the first and fourth fiscal quarters. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results of operations to be expected for the full fiscal year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. 

 

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

 

Revenue Recognition  

 

The Company recognizes revenue pursuant to Accounting Standards Codification 606 (“ASC 606”) Revenue from Contracts with Customers , the standard applies five step model (i) The standard applies to a company’s contracts with customers (ii) The unit of account for revenue recognition under the new standard is a performance obligation (a good or service) and the performance obligations will be accounted for separately if they are distinct (iii) The transaction price is determined based on the amount of consideration that a company expects to be entitled to from a customer (iv) The transaction price is allocated to all the separate performance obligations in an arrangement, and (v) Revenue will be recognized when an entity satisfies each performance obligation by transferring control of the promised goods or services to the customer. Goods or services can transfer at a point in time.  

 

The Company operates in two segments – wholesale and retail.

 

The Company recognizes wholesale revenue from product sales, net of value-added taxes, upon delivery for local sales and upon shipment of the products for export sales, at such time title passes to the customer.

 

The Company recognizes retail sales net of promotional discounts, rebates, and return allowances. Retail store sales are recognized at the time of the register receipt. Retail online sales are recognized when products are shipped and customers receive the products because we retain a portion of the risk of loss on these sales during transit.

 

4

 

 

Financial Instruments

 

Management has estimated that the carrying amounts of non-related party financial instruments approximate their fair values due to their short-term maturities. The fair value of amounts due from (to) related parties is not practicable to estimate due to the related party nature of the underlying transactions.

 

Accounts Receivable, net

 

The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts.  An allowance for doubtful accounts is established and recorded based on management’s assessment of the credit history of its customers and current relationships with them. The Company writes off accounts receivable when amounts are deemed uncollectible.

  

Fair Value Accounting

 

Accounting Standards Codification (“ASC”) 820 “ Fair Value Measurements and Disclosures ”, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

 

  Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
     
  Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
     
  Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The fair value of forward exchange contracts is based on broker quotes, if available.  If broker quotes are not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price at the reporting date for the residual maturity of the contract using a risk-free interest rate based on government bonds.

 

At September 30, 2018, except for derivative financial instruments, the Company’s financial assets (all Level 1) consist of cash placed with financial institutions that management considers to be of a high quality.

 

At September 30, 2018, the Company has the following derivative financial instruments measured at their fair value using Level 2 quoted prices provided by banks. The fair value of forward foreign exchange contracts is determined using forward exchange market rates at the measurement date. The fair value of foreign currency swap contracts is determined by the variation of measurement date foreign exchange market rates and contract closing date predetermined foreign exchange rates.

 

The Company has adopted ASC 825-10 “ Financial Instruments ”, which allows an entity to choose to measure certain financial instruments and liabilities at fair value on a contract-by-contract basis. Subsequent fair value measurement for the financial instruments and liabilities an entity chooses to measure will be recognized in earnings. 

 

Derivative Financial Instruments

 

From time to time, the Company uses derivative financial instruments to manage its exposure to foreign currency risks arising from operational activities or on certain existing assets and liabilities. The Company does not hold or issue derivative instruments for trading purposes. The Company may enter into forward foreign exchange contracts, foreign exchange options, or foreign exchange currency swap contracts to manage exposure to certain foreign currency operating transactions. These instruments may offset a portion of the foreign currency re-measurement gains or losses, or changes in fair value.

 

The Company may also enter into above similar derivative instruments to hedge the exposure to variability in the expected cash flows of forecasted transactions such as international sales or purchases that the Company expects to receive or commit to remit foreign currencies. In these cases, the Company designates these instruments as the cash flow hedges.

 

5

 

 

Derivative financial instruments are recognized initially at fair value and transaction costs are expensed immediately. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on re-measurement to fair value is recognized immediately in earnings when such instruments are designated as fair value hedges or ineffective portion of cash flow hedges. The accumulated gain or loss from effective portions of cash flow hedges are recorded in accumulated other comprehensive income/(loss) (“AOCI”) until the hedged item is recognized in earnings. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively.  

 

Foreign Currency Translation and Other Comprehensive Income

 

The reporting currency of the Company is the U.S. dollar. The functional currency of Ever-Glory, Perfect Dream, Ever-Glory HK and Ever-Glory Supply Chain is the U.S. dollar. The functional currency of Goldenway, New Tailun, Catch-luck, Ever-Glory Apparel, Shanghai LA GO GO, Jiangsu LA GO GO, Tianjin LA GO GO, Shanghai Yiduo, Ya Lan, He Meida, Huirui and Taixin is the Chinese RMB.

 

For subsidiaries whose functional currency is the RMB, all assets and liabilities were translated at the exchange rate at the balance sheet date; equity was translated at historical rates and items in the statement of comprehensive income were translated at the average rate for the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income. The resulting translation 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. Items in the cash flow statement are translated at the average exchange rate for the period. 

 

Recently Issued Accounting Pronouncements

   

In February 2016, the FASB issued ASU No. 2016-02, Leases . Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2018. The Company is currently assessing the impact of this ASU on its consolidated financial statements.  

 

In June 2016, the FASB issued ASU No. 2016-13  “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”  which modifies the measurement of expected credit losses of certain financial instruments. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2019. The Company is currently assessing the impact of this ASU on its consolidated financial statements. 

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements. 

  

NOTE 3 INVENTORIES

 

Inventories at September 30, 2018 and December 31, 2017 consisted of the following:

 

    September 30,
2018 		    December 31,
2017 		 
    (In thousands of U.S. Dollars)  
Raw materials   $ 20,791     $ 2,148  
Work-in-progress     2,556       8,852  
Finished goods     59,896       45,182  
Total inventories   $ 83,243     $ 56,182  

 

6

 

 

NOTE 4 BANK LOANS

 

Bank loans represent amounts due to various banks and are generally due on demand or within one year. These loans can be renewed with the banks. Short term bank loans consisted of the following as of September 30, 2018 and December 31, 2017.

 

    September 30,
2018 		    December 31,
2017 		 
Bank   (In thousands of U.S. Dollars)  
Industrial and Commercial Bank of China   $ 20,384     $ 21,504  
Nanjing Bank     5,824       9,216  
HSBC     4,993       2,402  
China Minsheng Banking     2,912       3,072  
Bank of Communications     1,449       1,536  
    $ 35,562     $ 37,730  

 

In December 2016, Goldenway entered into a line of credit agreement with Industrial and Commercial Bank of China, which allows the Company to borrow up to approximately $8.7 million (RMB60.0 million). These loans are collateralized by the Company’s property and equipment. As of September 30, 2018, Goldenway had borrowed $5.8 million (RMB 40.0 million) under this line of credit with an annual interest rate of 4.7% and due on various dates from November 2018 to January 2019. As of September 30, 2018, approximately $2.9 million was unused and available under this line of credit.  

 

In August 2018, Ever-Glory Apparel entered into a line of credit agreement for approximately $14.6 million (RMB100.0 million) with Industrial and Commercial Bank of China and collateralized by assets of Jiangsu Ever-Glory’s equity investee, Nanjing Knitting, under a collateral agreement executed among Ever-Glory Apparel, Nanjing Knitting and the bank. As of September 30, 2018, Ever-Glory Apparel had borrowed $14.6 million (RMB 100.0 million) under this line of credit with annual interest rates ranging from 4.57% to 4.70% and due on September 2019.

 

In June 2016, Goldenway entered into a line of credit agreement with Nanjing Bank, which allows the Company to borrow up to approximately $7.3 million (RMB 50.0 million). These loans are guaranteed by Jiangsu Ever-Glory International Group Corp. (“Jiangsu Ever-Glory”), an entity controlled by Mr. Kang, the Company’s Chairman and Chief Executive Officer. These loans are also collateralized by the Company’s property and equipment. As of September 30, 2018, Goldenway had borrowed $0.7 million (RMB 5.0 million) under this line of credit with annual interest rate 4.37% due on October 2018. As of September 30, 2018, approximately $6.6 million was unused and available under this line of credit.

  

In June 2018, Ever-Glory Apparel entered into a line of credit agreement for approximately $8.7 million (RMB 60.0 million) with Nanjing Bank and guaranteed by Jiangsu Ever-Glory, Mr. Kang and Goldenway. As of September 30, 2018, Ever-Glory Apparel had borrowed $2.9 million (RMB 20.0 million) from Nanjing Bank with an annual interest rates ranging from 4.6% to 4.7% and due on various dates from January to March 2019. As of September 30, 2018, approximately $5.8 million was unused and available under this line of credit.

 

In March 2017, LA GO GO entered into a revolving line of credit agreement with Nanjing Bank, which allows the Company to borrow up to approximately $2.9 million (RMB20.0 million). The line of credit is guaranteed by Mr. Kang and Goldenway. As of September 30, 2018, LA GO GO had borrowed $2.2 million (RMB15.0 million) from Nanjing Bank with an annual interest rate 5.0% and due on June 2019. As of September 30, 2018, approximately $0.7 million was unused and available under this line of credit.

 

In December 2017, Ever-Glory Apparel and Goldenway collectively entered into a secured banking facility agreement for a combined revolving import facility, letter of credit, invoice financing facilities and a credit line for treasury products of up to $7.5 million with the Nanjing Branch of HSBC (China) Company Limited (“HSBC”). This agreement is guaranteed by the Company and Mr. Kang. As of September 30, 2018, Ever-Glory Apparel had borrowed $5.0 million from HSBC with an annual interest rate of 3.0% and due in November 2018, and collateralized by approximately $5.9 million of accounts receivable from our wholesale customers. These bank loans are to be repaid upon receipt of payments from customers. As of September 30, 2018, approximately $2.5 million was unused and available under this line of credit.   

 

In December 2017, LA GO GO entered into a line of credit agreement for approximately $2.9 million (RMB 20.0 million) with China Minsheng Bank and guaranteed by Ever-Glory Apparel and Mr. Kang. As of September 30, 2018, LA GO GO had borrowed $2.9 million (RMB 20.0 million) from China Minsheng Bank with an annual interest rate of 4.6% and due in June 2019.  

 

In September 2017, LA GO GO entered into a line of credit agreement for approximately $3.2 million (RMB22.0 million) with the Bank of Communications and guaranteed by Jiangsu Ever-Glory, Ever-Glory Apparel and Mr. Kang. As of September 30, 2018, LA GO GO had borrowed $1.4 million (RMB10.0 million) from the Bank of Communications with an annual interest rate 4.57% and due on January 2019. As of September 30, 2018, approximately $1.8 million was unused and available under this line of credit.

 

7

 

 

In October 2017, Ever-Glory Apparel entered into a line of credit agreement for approximately $4.4 million (RMB30.0 million) with Bank of China and guaranteed by Jiangsu Ever-Glory. These loans are also collateralized by assets of Jiangsu Ever-Glory’s equity investee, Chuzhou Huarui, under a collateral agreement executed by Ever-Glory Apparel, Chuzhou Huarui and Bank of China. As of September 30, 2018, approximately $4.4 million was unused and available under this line of credit.  

 

In July 2018, Ever-Glory Apparel entered into a line of credit agreement for approximately $2.9 million (RMB20.0 million) with the Shanghai Pudong Development Bank and guaranteed by Goldenway. As of September 30, 2018, approximately $2.9 million was unused and available under this line of credit.

 

In July 2017, Ever-Glory Apparel entered into a line of credit agreement for approximately $5.8 million (RMB40.0 million) with China Everbright Bank and guaranteed by Goldenway and Mr. Kang. These loans are also collateralized by Jiangsu Ever-Glory’s property. As of September 30, 2018, approximately $5.8 million was unused and available under this line of credit.

  

All loans have been repaid before or at maturity date.

 

Total interest expense on bank loans amounted to $0.3 million, $1.2 million, $0.6 million, $1.2 million for the three and nine months ended September 30, 2018 and 2017, respectively.   

 

NOTE 5 DERIVATIVE FINANCIAL INSTRUMENTS

 

Foreign currency swap contracts

 

During 2018, the Company had entered into four foreign currency swap contracts with three banks. Due to the increased demand of effective control on financial management for daily operations, Ever-Glory Apparel had entered into different foreign currency swap contracts to exchange $6.0 million for equivalent RMB with Bank of China in May, entered into a foreign currency swap contract to exchange $3.0 million for equivalent RMB with Industrial and Commercial Bank of China in June and entered into a foreign currency swap contract to exchange $6.0 million and $4.0 million for equivalent RMB with Shanghai Pudong Development Bank in July. The terms of three foreign currency contracts are both six months and the contract of $4.0 million with Shanghai Pudong Development Bank is three months. Ever-Glory Apparel and the banks swapped two currencies by same pre-determined exchange rate at the beginning and end of the contracts. During the period, the Company pays annual interest of 1.43% for the RMB received and receives 0 interest for the USD exchanged with the Bank of China and Industrial and Commercial Bank of China. The company pays annual interest of 0.98% for the RMB received and receives 0.0001% interest for the USD exchanged with Shanghai Pudong Development Bank. If the Company failed to execute the exchange at the expiration of contracts, the banks would sell the USD at the market rate then the difference in RMB will be converted into bank loan for the Company. As of September 30, 2018, the fair value of principal amounts are included in other receivable ($19.0 million plus unrealized gain) and other payables (equivalent RMB payables) in the condensed consolidated balance sheets, and unrealized gain of $0.8 million for the nine months ended September 30, 2018 is recognized in the income from operations.

 

Forward foreign exchange contracts

 

To avoid foreign currency fluctuation on forecasted international sales and secure the profits on such revenues, the Company entered several forward foreign exchange contracts with banks from time to time. According to ASC 815-20-25, the Company designated above contracts as cash flow hedges. As of September 30, 2018, the Company had two outstanding forward foreign exchange contracts (sell USD dollars for RMB), with total notional amount of $17.0 million according to the amounts of orders. These contracts have aggregate unrealized loss of $0.6 million and $1.1 million respectively in fair value recognized as derivatives financial instruments liabilities and accumulated other comprehensive loss in the consolidated balance sheets for the three and nine months ended September 30, 2018.

 

As of December 31, 2017, the Company had five outstanding forward foreign exchange contracts (sell EUR dollars for RMB), with total notional amount of EUR€1.68 million (USD$2.0 million). The fair value of these contracts as of December 31, 2017 was a loss of $8,000, which is immaterial to the consolidated financial statements.

 

NOTE 6 INCOME TAX

 

The Company’s operating subsidiaries are governed by the Income Tax Law of the PRC concerning Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (“the Income Tax Laws”).

 

All PRC subsidiaries, except for He Meida, are subject to income tax at the 25% statutory rate.

 

8

 

 

He Meida incorporated in Xizang (Tibet) Autonomous Region is subject to income tax at 15% statutory rate. The local government has implemented an income tax reduction from 15% to 9% valid through December 31, 2018.

 

Perfect Dream was incorporated in the British Virgin Islands (BVI), and under the current laws of the BVI dividends and capital gains arising from the Company’s investments in the BVI are not subject to income taxes.

 

Ever-Glory HK was incorporated in Samoa, and under the current laws of Samoa, off-shores income is exempted from income taxes.

 

Ever-Glory Supply Chain Service Co., Limited was incorporated in Hongkong, and under the current laws of Hongkong, are subject to income tax at the 16.5% statutory rate.

 

The PRC’s Enterprise Income Tax Law imposes a 10% withholding income tax for dividends distributed by a foreign invested enterprise in PRC to its immediate holding company outside China; such distributions were exempted under the previous income tax law and regulations. A lower withholding tax rate will be applied if there is a tax treaty arrangement between mainland China and the jurisdiction of the foreign holding company. The foreign invested enterprise became subject to the withholding tax starting from January 1, 2008. Given that the undistributed profits of the Company’s subsidiaries in China are intended to be retained in China for business development and expansion purposes, no withholding tax accrual has been made.    

 

After the tax liability adjustment resulted from the reevaluation of the Company’s tax position (resulting in the company allocating substantially all of the earnings of the Samoan subsidiary to the PRC and reporting such earnings as taxable in the PRC), pre-tax income for the three and nine months ended September 30, 2018 and 2017 was taxable in the following jurisdictions:

  

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2018     2017     2018     2017  
    (In thousands of U.S. Dollars)  
PRC   $ 4,084     $ 4,641     $ 9,445     $ 10,097  
Others     -       (1 )     (14 )     (5 )
　   $ 4,084     $ 4,640     $ 9,431     $ 10,092  

 

The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the three and nine months ended September 30, 2018 and 2017:

 

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2018     2017     2018     2017  
PRC statutory rate           25.0 %           25.0 %           25.0 %           25.0 %
Net operating losses for which no deferred tax assets was recognized     18.5       7.8       8.1       10.4  
Other     (21.3 )     -       (1.8 )     -  
Effective income tax rate     22.2 %     32.8 %     31.3 %     35.4 %

 

Income tax expense for the three and nine months ended September 30, 2018 and 2017 is as follows:

 

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2018     2017     2018     2017  
Current   $ 1,853     $ 1,752     $ 4,737     $ 5,482  
Deferred     (945 )     (230 )     (1,788 )     (1,909 )
Income tax expense   $ 908     $ 1,522     $ 2,949     $ 3,573  

 

The Company’s deferred tax liabilities arise from differences between US GAAP and PRC tax accounting for certain revenue and expense items, including timing of deduction of losses from allowances. 

 

9

 

 

The Company has not recorded U.S. deferred income taxes on approximately $102.1 million of its non-U.S. subsidiaries’ undistributed earnings because such amounts are intended to be reinvested outside the United States indefinitely. The U.S. Tax Reform signed into law on December 22, 2017 significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. The Company measured the current and deferred taxes based on the provisions of the Tax legislation. After the Company’s measurement, there was no deferred tax expense (benefits) relating to the Tax Act changes for the period ended September 30, 2018. 

 

NOTE 7 EARNINGS PER SHARE

 

The following demonstrates the calculation for earnings per share for the three and nine months ended September 30, 2018 and 2017: 

 

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2018     2017     2018     2017  
Weighted average number of common shares – Basic and diluted     14,798,198       14,792,836       14,796,527       14,791,778  
Earnings per share – Basic and diluted   $ 0.22     $ 0.22     $ 0.47     $ 0.47  

   

NOTE 8 STOCKHOLDERS’ EQUITY

 

On February 28, 2017, the Company issued an aggregate of 2,542 shares of its common stock to two of the Company’s independent directors as compensation for their services in the first and second quarters of 2016. The shares were valued at $1.96 per share, which was the average market price of the common stock for the five days before the grant date.

 

On February 28, 2017, the Company issued an aggregate of 2,354 shares of its common stock to two of the Company’s independent directors as compensation for their services in the third and fourth quarters of 2016. The shares were valued at $2.14 per share, which was the average market price of the common stock for the five days before the grant date.

 

On October 19, 2017, the Company issued an aggregate of 3,156 shares of its common stock to two of the Company’s independent directors as compensation for their services in the first, second and third quarters of 2017. The shares were valued at $2.37 per share, which was the average market price of the common stock for the five days before the grant date.  

 

On July 26, 2018, the Company issued 2,206 shares of Company’s common stock to two of the Company’s independent directors as compensation for their services rendered during the fourth quarter of 2017, and the first and second quarters of 2018 as directors. The shares issued in 2018 were valued at $3.39 per share, which was the average market price of the common stock for the five days before the grant date. 

 

NOTE 9 RELATED PARTY TRANSACTIONS

 

Mr. Kang is the Company’s Chairman and Chief Executive Officer. Ever-Glory Enterprises (HK) Ltd. (Ever-Glory Enterprises) is the Company’s major shareholder. Mr. Xiaodong Yan was Ever-Glory Enterprises’ sole shareholder and sole director. Mr. Huake Kang, Mr. Kang’s son, acquired 83% interest of Ever-Glory Enterprises and became its sole director in 2014. All transactions associated with the following companies controlled by Mr. Kang or his son are considered to be related party transactions, and it is possible that the terms of these transactions may not be the same as those that would result from transactions between unrelated parties. All related party outstanding balances are short-term in nature and are expected to be settled in cash.

 

10

 

 

Other Income From Related Parties

  

Jiangsu Wubijia Trading Company Limited (“Wubijia”) is an entity engaged in high-grade home goods sales and is controlled by Mr. Kang. Wubijia has sold their home goods on consignment in certain Company’s retail stores since the third quarter of 2014. During the three and nine months ended September 30, 2018 and 2017, the Company received $17,961, $69,502, $8,580 and $26,063 from the customers and paid $18,077, $57,395, $7,095 and $20,651 to Wubijia through the consignment, respectively. The net (loss) profit of ($117), $12,106, $1,483 and $5,411 was recorded as other income (expenses) during the three and nine months ended September 30, 2018 and 2017, respectively. 

 

Nanjing Knitting Company Limited (“Nanjing Knitting”) is an entity engaged in knitted fabric products and knitting underwear sales and is controlled by Mr. Kang. Nanjing Knitting has sold their knitting underwear on consignment in some Company’s retail stores since the third quarter of 2015. During the three and nine months ended September 30, 2018 and 2017, the Company received $0, $0, $30 and $6,395 from the customers and paid $0, $0, $1,041 and $11,575 to Nanjing Knitting through the consignment, respectively. The net (loss) profit of $0, $0, ($1,009) and ($5,179) was recorded as other income (expenses) during the three and nine months ended September 30, 2018 and 2017, respectively. 

 

Other Expenses Due to Related Parties

 

Included in other expenses for the three and nine months ended September 30, 2018 and 2017 are rent costs due to entities controlled by Mr. Kang under operating lease agreements as follows:

  

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2018     2017     2018     2017  
    (In thousands of U.S. Dollars)  
Jiangsu Ever-Glory   $ -     $ 12     $ -     $ 35  
Chuzhou Huarui     48       53       157       157  
Kunshan Enjin     11       11       38       33  
Total   $ 59     $ 76     $ 195     $ 225  

 

The Company leases Jiangsu Ever-Glory’s factory as the factory is in a location where there is a good supply of experienced workers. The Company leases Chuzhou Huarui and Kunshan Enjin’s warehouse spaces because the locations are convenient for transportation and distribution.

 

Purchases From and Sub-contracts With Related Parties

 

The Company purchased raw materials from Nanjing Knitting totaling $0 million, $0 million, $0.36 million and $0.96 million during the three and nine months ended September 30, 2018 and 2017, respectively.

 

In addition, Sub-contracts with related parties included in cost of sales for the three and nine months ended September 30, 2018 and 2017 are as follows:

 

    Three Months Ended
September 30, 		    Nine Months Ended
September 30, 		 
    2018     2017     2018     2017  
    (In thousands of U.S. Dollars)  
Chuzhou huarui   $ 653     $ 714     $ 2,526     $ 2,714  
Fengyang huarui     911       4       1,962       855  
Nanjing Ever-Kyowa     392       361       1,067       1,181  
Ever-Glory Vietnam     6,754       6,773       11,928       12,504  
Ever-Glory Cambodia     -       15       -       239  
EsCeLav     10       1       31       5  
Jiangsu Ever-Glory     664       -       685       3  
    $ 9,384     $ 7,868     $ 18,199     $ 17,501  

 

11

 

  

Accounts Payable – Related Parties

 

The accounts payable to related parties at September 30, 2018 and December 31, 2017 are as follows:

 

    September 30,
2018 		    December 31,
2017 		 
    (In thousands of
U.S. Dollars) 		 
Ever-Glory Vietnam   $ 2,070     $ 1,934  
Fengyang Huarui     450       459  
Nanjing Ever-Kyowa     857       900  
Chuzhou Huarui     686       1,152  
Esc’elav     -       6  
Jiangsu Ever-Glory     534       110  
Nanjing Knitting     571       114  
Total   $ 5,168     $ 4,675  

  

Amounts Due From Related Parties-current Assets

 

The amounts due from related parties as of September 30, 2018 and December 31, 2017 are as follows:

 

    September 30,
2018 		    December 31,
2017 		 
    (In thousands of
U.S. Dollars) 		 
Jiangsu Ever-Glory   $ 25     $ 265  
Total   $ 25     $ 265  

 

Jiangsu Ever-Glory is an entity engaged in importing/exporting, apparel-manufacture, real-estate development, car sales and other activities. Jiangsu Ever-Glory is controlled by Mr. Kang. During three and nine months ended September 30, 2018 and 2017, the Company and Jiangsu Ever-Glory purchased raw materials on behalf of each other in order to obtain cheaper purchase prices.  The Company purchased raw materials on Jiangsu Ever-Glory’s behalf and sold to Jiangsu Ever-Glory at a cost of $0.4 million, $0.7 million, $0.7 million and $0.8 million during the three and nine months periods ended September 30, 2018 and 2017, respectively. Jiangsu Ever-Glory purchased raw materials on the Company’s behalf and sold to the Company at a cost of $0.3 million, $0.4 million, $0.25 million and $0.3 million during the three and nine months ended September 30, 2018 and 2017, respectively.  

   

Amounts Due From Related Party under Counter Guarantee Agreement

 

In March 2012, in consideration of the guarantees and collateral provided by Jiangsu Ever-Glory and Nanjing Knitting, the Company agreed to provide Jiangsu Ever-Glory a counter guarantee in the form of cash of not less than 70% of the maximum aggregate lines of credit obtained by the Company. Jiangsu Ever-Glory is obligated to return the full amount of the counter-guarantee funds provided upon expiration or termination of the underlying lines of credit and is to pay annual interest at the rate of 6.0% of amounts provided. As of September 30, 2018 and December 31, 2017, Jiangsu Ever-Glory has provided guarantees for approximately $44.0 million (RMB 302 million) and $49.5 million (RMB 322.0 million) of lines of credit obtained by the Company, respectively. Jiangsu Ever-Glory and Nanjing Knitting have also provided their assets as collateral for certain of these lines of credit. The value of the collateral, as per appraisals obtained by the banks in connection with these lines of credit is approximately $29.9 million (RMB 205.5 million) and $31.6 million (RMB 205.5 million) as of September 30, 2018 and December 31, 2017, respectively. Mr. Kang has also provided a personal guarantee for $20.4 million (RMB 140.0 million) and $21.5 million (RMB 140.0 million) as of September 30, 2018 and December 31, 2017, respectively.

 

At December 31, 2017, $12.8 million (RMB 83.6 million) was outstanding due from Jiangsu Ever-Glory under the counter guarantee agreement. During the nine months ended September 30, 2018, an additional $8.1 million (RMB 55.7 million) was provided to and $3.2 million (RMB 22.0 million) was received from Jiangsu Ever-Glory under the counter-guarantee. As of September 30, 2018, the amount of the counter-guarantee was $17.0 million (RMB 117.0 million) (the difference represents currency exchange adjustment of $0.7 million), which was 38.9% of the aggregate amount of lines of credit. The increase of the percentage in this quarter was mainly due to China’s credit tightening policy. Obtaining bank loan requires a higher guarantee deposit in this quarter. This amount plus accrued interest of $3.2 million have been classified as a reduction of equity, consistent with the guidance of SEC Staff Accounting Bulletins 4E and 4G. At September 30, 2018 and December 31, 2017, the amount classified as a reduction of equity was $20.3 million and $15.4 million, respectively. Interest of 0.5% is charged on net amounts due from Jiangsu Ever-Glory at each month end. Since April 1, 2015, interest rate has changed to 0.41% as the bank benchmark interest rate decreased. Interest income for the three and nine months ended September 30, 2018 and 2017 was approximately $0.3 million, $1.0 million, $0.2 million and $0.4 million, respectively. 

 

12

 

 

NOTE 10 CONCENTRATIONS AND RISKS

 

The Company extends unsecured credit to its customers in the normal course of business and generally does not require collateral. As a result, management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. Based on management’s assessment of the amount of probable credit losses, if any, in existing accounts receivable. The allowance for doubtful accounts at September 30, 2018 and December 31, 2017 was $5.0 million and $5.2 million, respectively. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of accounts receivable. In the analysis, management primarily considers the age of the customer’s receivable and also considers the credit worthiness of the customer, the economic conditions in the customer’s industry, and general economic conditions and trends, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts.  If judgments regarding the collectability of accounts receivables are incorrect, adjustments to the allowance may be required, which would reduce profitability.  

 

For the nine-month period ended September 30, 2018, the Company had two wholesale customers that represented more than 11% and 12% of the Company’s revenues. For the three-month period ended September 30, 2018, the Company had two wholesale customers that represented approximately 7% and 7% of the Company’s revenues. For the nine-month period ended September 30, 2017, the Company had two wholesale customers that represented approximately 12% and 13% of the Company’s revenues. For the three-month period ended September 30, 2017, the Company had two wholesale customers that represented approximately 20% and 21% of the Company’s revenues.

 

For the Company’s wholesale business during the three and nine months ended September 30, 2018 and 2017, no supplier represented more than 10% of the total raw materials purchased.

 

For the Company’s retail business, the Company had two suppliers that represented approximately 22% and 19% of raw materials purchases during the three months ended September 30, 2018. The Company had two suppliers that represented approximately 42% and 17% of raw materials purchases during the three months ended September 30, 2017. The Company had no supplier that represented more than 10% of raw materials purchases during the nine months ended September 30, 2018. The Company had five suppliers that represented approximately 26%, 20%, 12%, 11% and 10% of raw materials purchases during the nine months ended September 30, 2017.

  

For the wholesale business, the Company relied on no manufacturer more than 10% of purchased finished goods during the nine months ended September 30, 2018. For the wholesale business, the Company relied on one manufacturer or 29.2% of purchased finished goods during the nine months ended September 30, 2017. During the three months ended September 30, 2018, the Company relied on no manufacturer more than 10% of purchased finished goods. During the three months ended September 30, 2017, the Company relied on one manufacturer for 35.9% of purchased finished goods. 

 

For the retail business, the Company had no supplier that represented more than 10% of finished goods purchases during the three and nine months ended September 30, 2018 and 2017.

  

The Company’s revenues for the three and nine months ended September 30, 2018 and 2017 were earned in the following geographic areas:

 

    Three months ended
September 30, 		    Nine months ended
September 30, 		 
    2018     2017     2018     2017  
    (In thousands of U.S. Dollars)  
The People’s Republic of China   $ 25,853     $ 23,885     $ 39,195     $ 34,000  
Hong Kong, China     18,427       20,520       30,982       33,738  
Germany     2,750       2,239       5,515       7,007  
United Kingdom     8,254       5,599       13,353       11,174  
Europe-Other     19,707       10,899       29,993       25,288  
Japan     2,371       232       6,689       2,863  
United States     8,321       5,611       24,026       16,225  
Total wholesale business     85,683       68,985       149,753       130,295  
Retail business     39,797       51,272       157,053       154,853  
Total   $ 125,480     $ 120,257     $ 306,806     $ 285,148  

 

13

 

 

NOTE 11 SEGMENTS

 

The Company reports financial and operating information in the following two segments:

 

(a) Wholesale segment

  

(b) Retail segment

 

    Wholesale
segment 		    Retail
segment 		    Total  
    (In thousands of U.S. Dollars)  
Nine months ended September 30, 2018      
Segment profit or loss:                  
Net revenue from external customers   $ 149,753       157,053       306,806  
Income from operations   $ 6,935       1,593       8,528  
Interest income   $ 968       35       1,003  
Interest expense   $ 976       226       1,202  
Depreciation and amortization   $ 834       5,689       6,523  
Income tax expense   $ 1,800       1,149       2,949  
Segment assets:                        
Additions to property, plant and equipment     1,322       7,822       9,144  
Total assets     121,951       150,334       272,285  
                         
Nine months ended September 30, 2017                        
Segment profit or loss:                        
Net revenue from external customers   $ 130,295       154,853       285,148  
Income from operations   $ 5,050       2,252       7,302  
Interest income   $ 854       55       909  
Interest expense   $ 932       275       1,207  
Depreciation and amortization   $ 824       4,242       5,066  
Income tax expense   $ 1,443       2,130       3,573  
Segment assets:                        
Additions to property, plant and equipment     2,366       1,990       4,356  
Total assets     106,333       113,205       219,538  

 

14

 

 

    Wholesale
segment 		    Retail
segment 		    Total  
    (In thousands of U.S. Dollars)  
Three months ended September 30, 2018      
Segment profit or loss:                  
Net revenue from external customers   $ 85,683       39,797       125,480  
Income from operations   $ 4,302       (348 )     3,954  
Interest income   $ 304       3       307  
Interest expense   $ 194       84       278  
Depreciation and amortization   $ 233       1,387       1,620  
Income tax expense   $ 1,085       (177 )     908  
                         
Three months ended September 30, 2017                        
Segment profit or loss:                        
Net revenue from external customers   $ 68,985       51,272       120,257  
Income from operations   $ 2,388       457       2,845  
Interest income   $ 355       15       370  
Interest expense   $ 462       100       562  
Depreciation and amortization   $ 272       1,314       1,586  
Income tax expense   $ 686       836       1,522  

 

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

 

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2018 should be read in conjunction with the Financial Statements and corresponding notes included in this Quarterly Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements.

 

Overview

 

Our Business

 

We are a retailer of branded fashion apparel and leading global apparel supply chain solution provider based in China. We are listed on the NASDAQ Global Market under the symbol of “EVK”.

 

We classify our businesses into two segments: Wholesale and Retail. Our wholesale business consists of wholesale-channel sales made principally to domestically and international recognized brands, and department stores located throughout Europe, the U.S., Japan and the People’s Republic of China (“PRC”). We focus on well-known, middle-to-high end casual wear, sportswear, and outerwear brands. Our retail business consists of retail-channel sales directly to consumers through retail stores located throughout the PRC as well as sales via online stores at Tmall, Dangdang mall, JD.com, VIP.com and etc.

 

Although we have our own manufacturing facilities, we currently outsource most of the manufacturing to our long-term contractors as part of our overall business strategy. We believe outsourcing allows us to maximize our production capacity and maintain flexibility while reducing capital expenditures and the costs of keeping skilled workers on production lines during slow seasons. We oversee our long-term contractors with our advanced management solutions and inspect products manufactured by them to ensure that they meet our high-quality control standards and timely delivery requirement.

 

Wholesale Business

 

We conduct our original design manufacturing (“ODM”) operations through seven wholly owned subsidiaries which are located in the Nanjing Jiangning Economic and Technological Development Zone, Jiangsu province, China, Chuzhou, Anhui province, China and Samoa: Ever-Glory International Group Apparel Inc. (“Ever-Glory Apparel”), Goldenway Nanjing Garments Company Limited (“Goldenway”), Nanjing New-Tailun Garments Company Limited (“New Tailun”), Nanjing Catch-Luck Garments Co., Ltd. (“Catch-Luck”), Chuzhou Huirui Garments Co., Ltd. (“Huirui), Nanjing Tai Xin Garments Trading Company Limited (“Tai Xin”), Ever-Glory Supply Chain Service Co., Limited (“Ever-Glory Supply Chain”) and Ever-Glory International Group (HK) Ltd. (“Ever-Glory HK”).

 

Retail Business

 

We conduct our retail operations through Shanghai LA GO GO Fashion Company Limited (“LA GO GO”), Jiangsu LA GO GO Fashion Company Limited (“Jiangsu LA GO GO”), Tianjin LA GO GO Fashion Company Limited (“Tianjin LA GO GO”), Shanghai Ya Lan Fashion Company Limited (“Ya Lan”), 78% owned subsidiary Shanghai Yiduo Fashion Company Limited (“Shanghai Yiduo”) and Xizang He Meida Trading Company Limited (“He Meida”).

   

Business Objectives

 

Wholesale Business

 

We believe the enduring strength of our wholesale business is mainly due to our consistent emphasis on innovative and distinctive product designs that stand for exceptional styling and quality. We maintain long-term, satisfactory relationships with a portfolio of well-known and mid-class global brands.  

 

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The primary business objective for our wholesale segment is to expand our portfolio into higher-class brands, expand our customer base and improve our profit. We believe that our growth opportunities and continued investment initiatives include:

 

  ● Expanding our global sourcing network;
     
  ● Expanding our overseas low-cost manufacturing base (outside of mainland China);
     
  ● Focusing on high value-added products and continuing our strategy to produce mid-to-high end apparel;
     
  ● Continuing to emphasize product design and technology utilization;
     
  ● Seeking strategic acquisitions of international distributors that could enhance global sales and our distribution network; and
     
  ● Maintaining stable revenue increase in the markets while shifting focus to higher margin wholesale markets such as mainland China.

  

Retail Business

 

The business objectives for our retail segment are to establish leading brands of women’s apparel and to build a nationwide retail network in China. As of September 30, 2018, we had 1,396 stores (including store-in-stores), including 189 stores were opened and 193 stores were closed during the nine months ended September 30, 2018.

 

We believe that our growth opportunities and continued investment initiatives include:

 

  ● Building our retail brand to be recognized as a major player in the mid-to-high end women’s apparel market in China;
     
  ● Expanding our retail network throughout China;
     
  ● Improving our retail stores’ efficiency and increasing same-store sales;
     
  ● Continuing to launch retail flagship stores in Tier-1 cities and increasing our penetration and coverage in Tier-2 and Tier-3 cities; and
     
  ● Becoming a multi-brand operator.

 

Seasonality of Business

 

Our business is affected by seasonal trends, with higher levels of wholesale sales in our third and fourth quarters and higher retail sales in our first and fourth quarters. These trends primarily result from the timing of seasonal wholesale shipments and holiday periods in the retail segment.

 

Collection Policy

 

Wholesale business

 

For our new customers, we generally require orders placed to be backed by letters of credit. For our long-term and established customers with good payment track records, we generally provide payment terms between 30 to 180 days following the delivery of finished goods.

 

Retail business

 

For store-in-store shops, we generally receive payments from the stores between 60 to 90 days following the date of the register receipt. For our own flagship stores, we receive payments on the same day of the register receipt. For sales from e-commerce platforms such as Tmall, Dangdang mall, JD.com, VIP.com and etc., we generally receive payments between 5 to 15 days following the date of the register receipt.

 

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Global Economic Uncertainty

 

Our business is dependent on consumer demand for our products. We believe that the significant uncertainty in the global economy and the slowdown of economies in the United States and Europe have increased our clients’ sensitivity to the cost of our products. We have experienced continued pricing pressure. If the global economic environment continues to be weak, these worsening economic conditions could have a negative impact on our sales growth and operating margins in our wholesale segment in 2018. 

 

In addition, economic conditions in the United States and other foreign markets in which we operate could substantially affect our sales profitability, cash position and collection of accounts receivable. Global credit and capital markets have experienced unprecedented volatility and disruption. Business credit and liquidity have tightened in most of the world. Some of our suppliers and customers may face credit issues and could experience cash flow problems and other financial hardships. These factors currently have not had an impact on the timeliness of receivable collections from our customers. We cannot predict at this time how this situation will develop and whether accounts receivable may need to be allowed for or written off in the coming quarters.

 

Despite the various risks and uncertainties associated with the current global economy, we believe our core strengths will continue to allow us to execute our strategy for long-term sustainable growth in revenue, net income and operating cash flow.

  

Summary of Critical Accounting Policies

 

We have identified critical accounting policies that, as a result of judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operation involved could result in material changes to our financial position or results of operations under different conditions or using different assumptions.

  

Revenue Recognition

 

The Company recognizes revenue pursuant to Accounting Standards Codification 606 (“ASC 606”) Revenue from Contracts with Customers , the standard applies five step model (i) The standard applies to a company’s contracts with customers (ii) The unit of account for revenue recognition under the new standard is a performance obligation (a good or service) and the performance obligations will be accounted for separately if they are distinct (iii) The transaction price is determined based on the amount of consideration that a company expects to be entitled to from a customer (iv) The transaction price is allocated to all the separate performance obligations in an arrangement, and (v) Revenue will be recognized when an entity satisfies each performance obligation by transferring control of the promised goods or services to the customer. Goods or services can transfer at a point in time.

 

The Company operates in two segments – wholesale and retail.

 

The Company recognizes wholesale revenue from product sales, net of value-added taxes, upon delivery for local sales and upon shipment of the products for export sales, at such time title passes to the customer.

 

The Company recognizes retail sales net of promotional discounts, rebates, and return allowances. Retail store sales are recognized at the time of the register receipt. Retail online sales are recognized when products are shipped and customers receive the products because we retain a portion of the risk of loss on these sales during transit.

 

Estimates and Assumptions

 

In preparing our consolidated financial statements, we use estimates and assumptions that affect the reported amounts and disclosures. Our estimates are often based on complex judgments, probabilities and assumptions that we believe to be reasonable, but that are inherently uncertain and unpredictable. We are also subject to other risks and uncertainties that may cause actual results to differ from estimated amounts. Significant estimates in 2018 and 2017 include the assumptions used to value tax liabilities, derivative financial instruments, the estimates of the allowance for deferred tax assets, and the accounts receivable allowance and inventory slow-moving and obsolete write-offs. 

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases . Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2018. The Company is currently assessing the impact of this ASU on its consolidated financial statements.  

 

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In June 2016, the FASB issued ASU No. 2016-13  “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”  which modifies the measurement of expected credit losses of certain financial instruments. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2019. The Company is currently assessing the impact of this ASU on its consolidated financial statements.

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements. 

 

Results of Operations For The Three Months Ended September 30, 2018 And 2017

 

The following table summarizes our results of operations for the three months ended September 30, 2018 and 2017. The table and the discussion below should be read in conjunction with our condensed consolidated financial statements and the notes thereto appearing elsewhere in this report.

 

    Three Months Ended
September 30, 		 
    2018     2017  
    ( In thousands of U.S. dollars, except for percentages )  
Sales   $ 125,480       100.0 %   $ 120,257       100.0 %
Gross Profit   $ 30,061       24.0 %   $ 33,250       27.6 %
Operating Expense   $ 26,107       20.8 %   $ 30,405       25.3 %
Income From Operations   $ 3,954       3.2 %   $ 2,845       2.4 %
Other Income (Expenses)   $ 130       0.1 %   $ 1,795       1.5 %
Income tax expense   $ 908       0.7 %   $ 1,522       1.3 %
Net Income   $ 3,176       2.5 %   $ 3,118       2.6 %

 

Revenue

 

The following table sets forth a breakdown of our total sales, by region, for the three months ended September 30, 2018 and 2017. 

 

    2018           2017           Growth
(Decrease) 		 
Wholesale business   (In thousands
of
U.S. dollars) 		    % of total sales     (In thousands
of
U.S. dollars) 		    % of total sales     in 2018
compared
with 2017 		 
Mainland China   $ 25,853       20.6 %   $ 23,885       19.9 %     8.2 %
Hong Kong, China     18,427       14.7       20,520       17.1       (10.2 )
Germany     2,750       2.2       2,239       1.9       22.9  
United Kingdom     8,254       6.6       5,599       4.7       47.4  
Europe-Other     19,707       15.7       10,899       9.1       80.8  
Japan     2,371       1.9       232       0.2       920.2  
United States     8,321       6.6       5,611       4.7       48.3  
Total Wholesale business     85,683       68.3       68,985       57.4       24.2  
Retail business     39,797       31.7       51,272       42.6       (22.4 )
Total sales   $ 125,480       100.0 %   $ 120,257       100.0 %     4.3 %

 

Sales for the three months ended September 30, 2018 were $125.5 million, a 4.3% increase compared with the three months ended September 30, 2017. This increase was primarily attributable to a 24.2% increase in sales in our wholesale business partially offset by a 22.4% decrease in our retail business.

 

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Sales generated from our wholesale business contributed 68.3% or $85.7 million of our total sales for the three months ended September 30, 2018, a 24.2% increase compared with $69.0 million in the three months ended September 30, 2017. This increase was primarily attributable to an increase in sales in Mainland China, Germany, the United Kingdom, Europe-Other, Japan and the United States partially offset by a decrease in sales in Hong Kong, China. 

 

Sales generated from our retail business contributed 31.7% or $39.8 million of our total sales for the three months ended September 30, 2018, a 22.4% decrease compared with 42.6% or $51.3 million in the three months ended September 30, 2017. This decrease was primarily due to a decrease in same store sales. 

 

Costs and Expenses

 

Cost of Sales and Gross Margin

 

Cost of goods sold includes the direct raw material cost, direct labor cost, and manufacturing overhead including depreciation of production equipment and rent, consistent with the revenue earned. Cost of goods sold excludes warehousing costs, which historically have not been significant.

 

The following table sets forth the components of our cost of sales and gross profit both in amounts and as a percentage of total sales for the three months ended September 30, 2018 and 2017.

 

                            Growth  
    Three months ended
September 30, 		    (Decrease)
in 2018 		 
    2018     2017     Compared  
    ( In thousands of U.S. dollars, except for percentages )     with 2017  
Net Sales for Wholesale Sales   $ 85,683       100.0 %   $ 68,985       100.0 %     24.2 %
Raw Materials     40,745       47.4       31,092       45.1       31.0  
Labor     1,159       1.4       1,468       2.1       (21.1 )
Outsourced Production Costs     33,401       39.0       25,999       37.7       28.5  
Other and Overhead     138       0.2       199       0.3       (30.5 )
Total Cost of Sales for Wholesale     75,443       88.0       58,758       85.2       28.4  
Gross Profit for Wholesale     10,240       12.0       10,227       14.8       0.1  
Net Sales for Retail     39,797       100.0       51,272       100.0       (22.4 )
Production Costs     11,677       29.3       18,081       35.3       (35.4 )
Rent     8,300       20.9       10,168       19.8       (18.4 )
Total Cost of Sales for Retail     19,976       50.2       28,249       55.1       (29.3 )
Gross Profit for Retail     19,821       49.8       23,023       44.9       (13.9 )
Total Cost of Sales     95,420       76.0       87,007       72.4       9.7  
Gross Profit   $ 30,061       24.0 %   $ 33,250       27.6 %     (9.6 )%

   

Raw material costs for our wholesale business were 47.4% of our total wholesale business sales in the three months ended September 30, 2018, compared with 45.1% in the three months ended September 30, 2017. The increase was mainly due to higher raw material prices.

 

Labor costs for our wholesale business were 1.4% of our total wholesale business sales in the three months ended September 30, 2018, compared with 2.1% in the three months ended September 30, 2017. The marginal decrease was mainly due to a higher number of outsourced orders in 2018.

 

Outsourced production costs for our wholesale business for the three months ended September 30, 2018 increased 28.5% to $33.4 million from $26.0 million for the three months ended September 30, 2017. Outsourced production costs accounted for 39.0% of our total wholesale business sales in the three months ended September 30, 2018, a 28.5% increase from the three months ended September 30, 2017. This increase was primarily attributable to higher average employee salaries at our outsourced manufacturing factories.

 

Overhead and other expenses for our wholesale business accounted for 0.2% of our total wholesale business sales for the three months ended September 30, 2018, compared with 0.3% of total wholesale business sales for the three months ended September 30, 2017.

 

Wholesale business gross profit for the three months ended September 30, 2018 was $10.2 million compared with $10.2 million for the three months ended September 30, 2017. Gross profit accounted for 12.0% of our total wholesale sales for the three months ended September 30, 2018, compared with 14.8% for the three months ended September 30, 2017. The decrease was mainly due to an increase in raw materials costs.

 

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Production costs for our retail business were $11.7 million for the three months ended September 30, 2018 compared with $18.1 million during the three months ended September 30, 2017. Retail production costs accounted for 29.3% of our total retail sales in the three months ended September 30, 2018, compared with 35.3% for the three months ended September 30, 2017. The decrease was due to lower discounts on our out-of-season products in the three months ended September 30, 2018 compared with the same period of the prior year in percentage of sales.

 

Rent costs for our retail business for the three months ended September 30, 2018 were $8.3 million compared with $10.2 million for the three months ended September 30, 2017. Rent costs for our retail business accounted for 20.9% of our total retail sales for the three months ended September 30, 2018, compared with 19.8% for the three months ended September 30, 2017. The decrease was primarily attributable to lower variable rent charged at certain locations. 

  

Gross profit in our retail business for the three months ended September 30, 2018 was $19.8 million and gross margin was 49.8%. Gross profit in our retail business for the three months ended September 30, 2017 was $23.0 million and gross margin was 44.9%.

 

Total cost of sales for the three months ended September 30, 2018 was $95.4 million, a 9.7% increase from $87.0 million for the three months ended September 30, 2017. Total cost of sales as a percentage of total sales for the three months ended September 30, 2018 was 76.0%, compared with 72.4% for the three months ended September 30, 2017. Gross margin for the three months ended September 30, 2018 was 24.0% compared with 27.6% for the three months ended September 30, 2017.

  

Selling, General and Administrative Expenses

 

Our selling expenses consist primarily of local transportation, unloading charges, product inspection charges, salaries for retail staff and decoration and marketing expenses associated with our retail business.

 

Our general and administrative expenses include administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

 

Costs of our distribution network that are excluded from cost of sales consist of local transportation and unloading charges and product inspection charges. Accordingly, our gross profit amounts may not be comparable to those of other companies who include these amounts in cost of sales.

 

    Three Months Ended
September 30, 		    Increase (Decrease)
in 2018 		 
    2018     2017     Compared  
    ( In thousands of U.S. dollars, except for percentages )     to 2017  
Gross Profit   $ 30,061       25.0 %   $ 33,250       27.6 %     (9.6 )%
Operating Expenses:                                     　  
Selling Expenses     17,588       14.6       20,238       16.8       (13.1 )
General and Administrative Expenses     8,519       7.1       10,167       8.5       (16.2 )
Total     26,107       21.7       30,405       25.3       (14.1 )
Income from Operations   $ 3,954       3.3 %   $ 2,845       2.4 %     39.0 %

 

Selling expenses for the three months ended September 30, 2018 decreased 13.1% to $17.6 million from $20.2 million for the three months ended September 30, 2017. The decrease was attributable to lower retail sales. 

 

General and administrative expenses for the three months ended September 30, 2018 decreased 16.2% to $8.5 million from $10.2 million for the three months ended September 30, 2017. The decrease was attributable to lower financial fees.

 

Income from Operations

 

As result, income from operations for the three months ended September 30, 2018 increased 39.0% to $4.0 million from $2.8 million for the three months ended September 30, 2017.

 

Interest Expense

 

Interest expense for the three months ended September 30, 2018 was $0.3 million, a 50.5% decrease compared with the same period in 2017.

 

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Income Tax Expenses

 

Income tax expense was $0.9 million and $1.5 million for the three months end September 30, 2018 and 2017, respectively.

 

The Company’s operating subsidiaries are governed by the Income Tax Law of the PRC concerning Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (“the Income Tax Laws”).

 

All PRC subsidiaries, except for He Meida, are subject to income tax at the 25% statutory rate.

 

He Meida incorporated in Xizang (Tibet) Autonomous Region is subject to income tax at 15% statutory rate. The local government has implemented an income tax reduction from 15% to 9% valid through December 31, 2018.

 

Perfect Dream was incorporated in the British Virgin Islands (BVI), and under the current laws of the BVI dividends and capital gains arising from the Company’s investments in the BVI are not subject to income taxes.

 

Ever-Glory HK was incorporated in Samoa, and under the current laws of Samoa has no liabilities for income taxes.

 

Ever-Glory Supply Chain Service Co., Limited was incorporated in Hongkong, and under the current laws of Hongkong, are subject to income tax at the 16.5% statutory rate.

 

The PRC’s Enterprise Income Tax Law imposes a 10% withholding income tax for dividends distributed by a foreign invested enterprise in PRC to its immediate holding company outside China; such distributions were exempted under the previous income tax law and regulations. A lower withholding tax rate will be applied if there is a tax treaty arrangement between mainland China and the jurisdiction of the foreign holding company. The foreign invested enterprise became subject to the withholding tax starting from January 1, 2008. Given that the undistributed profits of the Company’s subsidiaries in China are intended to be retained in China for business development and expansion purposes, no withholding tax accrual has been made.

 

Net Income

 

Net income for the three months ended September 30, 2018 was $3.2 million, a 19.9% decrease compared with the same period in 2017. Our basic and diluted earnings per share were $0.22 and $0.22 for the three months ended September 30, 2018 and 2017, respectively.

  

Results of Operations For The Nine Months Ended September 30, 2018 And 2017

 

The following table summarizes our results of operations for the nine months ended September 30, 2018 and 2017. The table and the discussion below should be read in conjunction with the consolidated financial statements and the notes thereto appearing elsewhere in this report.

 

    Nine Months Ended
September 30, 		 
    2018     2017  
    (in thousands of U.S. Dollars, except for percentages)  
Sales   $ 306,806       100.0 %   $ 285,148       100.0 %
Gross Profit     95,948       31.3       92,408       32.4  
Operating Expense     87,420       28.5       85,106       29.8  
Income From Operations     8,528       2.8       7,302       2.6  
Other Income (Expenses)     903       0.3       2,790       1.0  
Income tax expense     2,949       1.0       3,573       1.3  
Net Income   $ 6,482       2.1 %   $ 6,519       2.3 %

 

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Revenue

 

The following table sets forth a breakdown of our total sales, by region, for the nine months ended September 30, 2018 and 2017.

 

    2018           2017           Growth
(Decrease) 		 
Wholesale business   (In thousands of U.S. dollars)     % of total sales     (In thousands of U.S. dollars)     % of total sales     in 2018 compared
with 2017 		 
Mainland China   $ 39,195       12.8 %   $ 34,000       11.9 %     15.3 %
Hong Kong China     30,982       10.1       33,738       11.8       (8.2 )
Germany     5,515       1.8       7,007       2.5       (21.3 )
United Kingdom     13,353       4.4       11,174       3.9       19.5  
Europe-Other     29,993       9.8       25,288       8.9       18.6  
Japan     6,689       2.2       2,863       1.0       133.6  
United States     24,026       7.7       16,225       5.7       48.1  
Total Wholesale business     149,753       48.8       130,295       45.7       14.9  
Retail business     157,053       51.2       154,853       54.3       1.4  
Total sales   $ 306,806       100.0 %   $ 285,148       100.0 %     7.6 %

  

Sales for the nine months ended September 30, 2018 were $306.8 million, an increase of 7.6% from the nine months ended September 30, 2017. This increase was primarily attributable to a 14.9% increase in sales in our wholesale business and an 1.4% sales increase in our retail business.

 

Sales generated from our wholesale business contributed 48.8% or $149.8 million of our total sales for the nine months ended September 30, 2018, an increase of 14.9% compared with $130.3 million in the nine months ended September 30, 2017. This increase was primarily attributable to increased sales in Mainland China, the United Kingdom, Europe-Other, Japan and the United States partially offset by decreased sales in Hong Kong, China and Germany. 

 

Sales generated from our retail business contributed 51.2% or $157.1 million of our total sales for the nine months ended September 30, 2018, an increase of 1.4% compared with $154.9 million in the nine months ended September 30, 2017. This increase was primarily due to an increase in same store sales.

 

Total retail store square footage and sales per square foot for the nine months ended September 30, 2018 and 2017 are as follows:

 

    2018     2017  
Total store square footage     1,405,399       1,370,117  
Number of stores     1,396       1,363  
Average store size, square foot     1,007       1,005  
Total store sales (in thousands of U.S. dollars)   $ 157,053     $ 154,853  
Sales per square foot   $ 112     $ 113  

  

Same-store sales and newly opened store sales for the nine months ended September 30, 2018 and 2017 are as follows:

 

    2018     2017  
    (In thousands of U.S. dollars)  
Sales from stores opened for a full year   $ 128,588     $ 130,790  
Sales from newly opened store sales   $ 12,212     $ 12,944  
Sales from e-commerce platform   $ 11,491     $ 7,716  
Other*   $ 4,762     $ 3,403  
Total   $ 157,053     $ 154,853  

 

* Primarily sales from stores that were closed in the current reporting period.

 

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We remodeled or relocated 206 stores in 2017, and 225 stores during the nine months ended September 30, 2018.We plan to relocate or remodel an aggregate of 200-300 stores in 2018. Remodels and relocations typically drive incremental same-store sales growth. A relocation typically results in an improved, more visible and accessible location, and usually includes increased square footage. We believe we will continue to have opportunities for additional remodels and relocations beyond 2018. Same-store sales are calculated based upon stores that were open at least 12 full fiscal months in each reporting period and remain open at the end of each reporting period.

  

Costs and Expenses

 

Cost of Sales and Gross Margin

 

Cost of goods sold includes the direct raw material cost, direct labor cost, and manufacturing overhead including depreciation of production equipment and rent, consistent with the revenue earned. Cost of goods sold excludes warehousing costs, which historically have not been significant.

 

The following table sets forth the components of our cost of sales and gross profit both in amounts and as a percentage of total sales for the nine months ended September 30, 2018 and 2017.

 

                            Growth  
    Nine months ended
September 30, 		    (Decrease)
in 2018 		 
    2018     2017     Compared  
    (In thousands of U.S. dollars, except for percentages)     with 2017  
Net Sales for Wholesale Sales   $ 149,753       100.0 %   $ 130,295       100.0 %     14.9 %
Raw Materials     67,469       45.0       56,766       43.6       18.9  
Labor     1,940       1.3       3,236       2.5       (40.1 )
Outsourced Production Costs     56,848       38.0       47,542       36.5       19.6  
Other and Overhead     294       0.2       325       0.2       (9.3 )
Total Cost of Sales for Wholesale     126,551       84.5       107,869       82.8       17.3  
Gross Profit for Wholesale     23,202       15.5       22,426       17.2       3.5  
Net Sales for Retail     157,053       100.0       154,853       100.0       1.4  
Production Costs     51,731       32.9       49,769       32.1       3.9  
Rent     32,576       20.8       35,102       22.7       (7.2 )
Total Cost of Sales for Retail     84,307       53.7       84,871       54.8       (0.7 )
Gross Profit for Retail     72,747       46.3       69,982       45.2       4.0  
Total Cost of Sales     210,858       68.7       192,740       67.6       9.4  
Gross Profit   $ 95,948       31.3 %   $ 92,408       32.4 %     3.8 %

 

Raw material costs for our wholesale business were 45.0% of our total wholesale business sales in the nine months ended September 30, 2018, compared with 43.6% in the nine months ended September 30, 2017. The increase was mainly due to higher raw materials prices.

 

Labor costs for our wholesale business were 1.3% of our total wholesale business sales in the nine months ended September 30, 2018, compared with 2.5% in the nine months ended September 30, 2017. The marginal decrease was mainly due to a higher number of outsourced orders in the nine months ended September 30, 2018.

 

Outsourced manufacturing costs for our wholesale business were 38.0% of our total wholesale sales in the nine months ended September 30, 2018, compared with 36.5% in the nine months ended September 30, 2017. This increase was primarily attributable to increased average salaries of the employees at our outsourced manufacturing factories.

 

Overhead and other expenses for our wholesale business accounted for 0.2% and 0.2% of our total wholesale sales for the nine months ended September 30, 2018 and 2017, respectively.

 

Gross profit for our wholesale business for the nine months ended September 30, 2018 was $23.2 million, a 3.5% increase compared with the nine months ended September 30, 2017. As a percentage of total wholesale business sales, gross profit was 15.5% of our total wholesale business sales for the nine months ended September 30, 2018, compared with 17.2% for the nine months ended September 30, 2017. The decrease was mainly due to increased raw material costs and outsourced production costs.

 

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Production costs for our retail business for the nine months ended September 30, 2018 were $51.7 million compared with $49.8 million for the nine months ended September 30, 2017. As a percentage of our total retail sales, production costs were 32.9% of our total retail sales for the nine months ended September 30, 2018, compared with 32.1% for the nine months ended September 30, 2017. The increase was due to higher discounts on our out-of-season products in the nine months ended September 30, 2018 compared with the same period of the prior year in percentage of sales.

 

Rent costs for our retail business for the nine months ended September 30, 2018 were $32.6 million compared with $35.1 million for the nine months ended September 30, 2017. As a percentage of total retail sales, rent costs were 20.8% of our total retail sales for the nine months ended September 30, 2018 compared with 22.7% for the nine months ended September 30, 2017. The decrease was primarily attributable to lower rent at certain locations.

 

Gross profit for our retail business for the nine months ended September 30, 2018 was $72.7 million compared with $70.0 million for the nine months ended September 30, 2017. Gross margin for our retail business for the nine months ended September 30, 2018 was 46.3% compared with 45.2% for the nine months ended September 30, 2017.

 

Total cost of sales for the nine months ended September 30, 2018 was $210.9 million, a 9.4% increase compared with the nine months ended September 30, 2017. As a percentage of total sales, total costs were 68.7% of total sales for the nine months ended September 30, 2018, compared with 67.6% for the nine months ended September 30, 2017. Total gross margin for the nine months ended September 30, 2018 was 31.3% compared with 32.4% for the nine months ended September 30, 2017.

 

We purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers. For our wholesale business, purchases from our five largest suppliers represented approximately 16.8% and 14.9% of raw material purchases for the nine months ended September 30, 2018 and 2017, respectively. No one supplier provided more than 10% of our raw material purchases for the nine months ended September 30, 2018 and 2017. For our retail business, purchases from our five largest suppliers represented approximately 82.7% and 79.8% of raw material purchases for the nine months ended September 30, 2018 and 2017, respectively. Five suppliers provided approximately 22.1%, 19.6%, 15.3%, 13.9 and 11.8% of our raw material purchases for the nine months ended September 30, 2018. Five suppliers provided approximately 25.9%, 20.4%, 11.7%, 11.0 and 10.8% of our raw material purchases for the nine months ended September 30, 2017. We have not experienced difficulty in obtaining raw materials essential to our business, and we believe we maintain good relationships with our suppliers.

 

We also purchase finished goods from contract manufacturers. For our wholesale business, purchases from our five largest contract manufacturers represented approximately 26.8% and 49.2% of finished goods purchases for the nine months ended September 30, 2018 and 2017, respectively. No one supplier provided more than 10% of our finished goods for the nine months ended September 30, 2018. One contract manufacturer provided approximately 29.2% of our finished goods purchases for the nine months ended September 30, 2017. For our retail business, our five largest contract manufacturers represented approximately 17.3% and 16.7% of finished goods purchases for the nine months ended September 30, 2018 and 2017, respectively. No contract manufacturer provided more than 10% of our retail finished goods purchases for the nine months ended September 30, 2018 and 2017. We have not experienced difficulty in obtaining finished products from our contract manufacturers and we believe we maintain good relationships with our contract manufacturers.

 

Selling, General and Administrative Expenses

 

Our selling expenses consist primarily of local transportation, unloading charges, product inspection charges, salaries for retail staff and decoration and marketing expenses associated with our retail business.

 

Our general and administrative expenses include administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

  

Costs of our distribution network that are excluded from cost of sales consist of local transportation and unloading charges, and product inspection charges. Accordingly, our gross profit amounts may not be comparable to those of other companies who include these amounts in costs of sales.

 

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    Nine months ended
September 30, 		    Increase
(Decrease)
in 2018 		 
    2018     2017     Compared  
    ( In thousands of U.S. dollars, except for percentages )     to 2017  
Gross Profit   $ 95,948       33.6 %   $ 92,408       32.4 %     3.8 %
Operating Expenses:             　               　       　  
Selling Expenses     62,405       21.9       60,206       21.1       3.7  
General and Administrative Expenses     25,015       8.8       24,900       8.7       0.5  
Total     87,420       30.7       85,106       29.8       2.7  
Income from Operations   $ 8,528       3.0 %   $ 7,302       2.6 %     16.8 %

 

Selling expenses for the nine months ended September 30, 2018 were $62.4 million, a 3.7% increase compared with the nine months ended September 30, 2017. The increase was attributable to higher retail sales.

 

General and administrative expenses for the nine months ended September 30, 2018 were $25.0 million a 0.5% increase compared with the nine months ended September 30, 2017. As a percentage of total sales, general and administrative expenses accounted for 8.8% of total sales for the nine months ended September 30, 2018, compared with 8.7% of total sales for the nine months ended September 30, 2017. The increase was mainly attributable to the increased average salaries.

 

Income from Operations

 

Income from operations for the nine months ended September 30, 2018 was $8.5 million, an 16.8% increase from $7.3 million for the nine months ended September 30, 2017. This increase was due to increased gross profit.

 

Interest Expense

 

Interest expense was $1.2 million and $1.2 million for the nine months ended September 30, 2018 and 2017, respectively.

 

Income Tax Expenses

 

Income tax expense for the nine months ended September 30, 2018 was $2.9 million, a 17.5% decrease compared to the same period of 2017. The decrease was primarily due to lower pretax income.

 

Net Income

 

Net income for the nine months ended September 30, 2018 was $6.5 million, a decrease of 0.6% compared with the same period in 2017. Our basic and diluted earnings per share were $0.47 and $0.47 for the nine months ended September 30, 2018 and 2017, respectively.

 

Summary of Cash Flows

 

Summary cash flows information for the nine months ended September 30, 2018 and 2017 is as follows:

 

    2018     2017  
    (In thousands of
U.S. dollars) 		 
Net cash used in operating activities   $ (21,122 )     (16,584 )
Net cash used in investing activities   $ (9,144 )     (4,356 )
Net cash (used in) provided by financing activities   $ (5,304 )   $ 15,330  

   

Net cash used in operating activities was $21.1 million for the nine months ended September 30, 2018 compared with net cash provided by $16.6 million during the nine months ended September 30, 2017. The increase was primarily due to increase in inventories.

  

Net cash used in investing activities was $9.1 million for the nine months ended September 30, 2018, compared with $4.4 million during the nine months ended September 30, 2017. This increase was mainly due to the increased in purchase of property and equipment and remodeling expenditure in 2018.

 

Net cash provided by financing activities was $5.3 million for the nine months ended September 30, 2018 compared with $15.3 million net cash provided by financing activities during the nine months ended September 30, 2017. During the nine months ended September 30, 2018, we repaid $40.2 million of bank loans and received bank loan proceeds of $39.9 million. Also, under the counter-guarantee agreement, we received $3.2 million from and paid $8.1 million to the related party during the nine months ended September 30, 2018.

 

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Liquidity and Capital Resources

 

As of September 30, 2018, we had cash and cash equivalents of $24.5 million, current assets other than cash of $214.7 million and current liabilities of $174.6 million. We presently finance our operations primarily from cash flows from operations and bank loans and we anticipate that these will continue to be our primary sources of funds to finance our short-term cash needs. 

 

Bank Loans

 

In December 2016, Goldenway entered into a line of credit agreement with Industrial and Commercial Bank of China, which allows the Company to borrow up to approximately $8.7 million (RMB60.0 million). These loans are collateralized by the Company’s property and equipment. As of September 30, 2018, Goldenway had borrowed $5.8 million (RMB 40.0 million) under this line of credit with an annual interest rate of 4.7% and due on various dates from November 2018 to January 2019. As of September 30, 2018, approximately $2.9 million was unused and available under this line of credit.  

 

In August 2018, Ever-Glory Apparel entered into a line of credit agreement for approximately $14.6 million (RMB100.0 million) with Industrial and Commercial Bank of China and collateralized by assets of Jiangsu Ever-Glory’s equity investee, Nanjing Knitting, under a collateral agreement executed among Ever-Glory Apparel, Nanjing Knitting and the bank. As of September 30, 2018, Ever-Glory Apparel had borrowed $14.6 million (RMB 100.0 million) under this line of credit with annual interest rates ranging from 4.57% to 4.70% and due on September 2019.  

 

In June 2016, Goldenway entered into a line of credit agreement with Nanjing Bank, which allows the Company to borrow up to approximately $7.3 million (RMB 50.0 million). These loans are guaranteed by Jiangsu Ever-Glory International Group Corp. (“Jiangsu Ever-Glory”), an entity controlled by Mr. Kang, the Company’s Chairman and Chief Executive Officer. These loans are also collateralized by the Company’s property and equipment. As of September 30, 2018, Goldenway had borrowed $0.7 million (RMB 5.0 million) under this line of credit with annual interest rate 4.37% due on October 2018. As of September 30, 2018, approximately $6.6 million was unused and available under this line of credit.

  

In June 2018, Ever-Glory Apparel entered into a line of credit agreement for approximately $8.7 million (RMB 60.0 million) with Nanjing Bank and guaranteed by Jiangsu Ever-Glory, Mr. Kang and Goldenway. As of September 30, 2018, Ever-Glory Apparel had borrowed $2.9 million (RMB 20.0 million) from Nanjing Bank with an annual interest rates ranging from 4.6% to 4.7% and due on various dates from January to March 2019. As of September 30, 2018, approximately $5.8 million was unused and available under this line of credit.

 

In March 2017, LA GO GO entered into a revolving line of credit agreement with Nanjing Bank, which allows the Company to borrow up to approximately $2.9 million (RMB20.0 million). The line of credit is guaranteed by Mr. Kang and Goldenway. As of September 30, 2018, LA GO GO had borrowed $2.2 million (RMB15.0 million) from Nanjing Bank with an annual interest rate 5.0% and due on June 2019. As of September 30, 2018, approximately $0.7 million was unused and available under this line of credit.

 

In December 2017, Ever-Glory Apparel and Goldenway collectively entered into a secured banking facility agreement for a combined revolving import facility, letter of credit, invoice financing facilities and a credit line for treasury products of up to $7.5 million with the Nanjing Branch of HSBC (China) Company Limited (“HSBC”). This agreement is guaranteed by the Company and Mr. Kang. As of September 30, 2018, Ever-Glory Apparel had borrowed $5.0 million from HSBC with an annual interest rate of 3.0% and due in November 2018, and collateralized by approximately $5.9 million of accounts receivable from our wholesale customers. These bank loans are to be repaid upon receipt of payments from customers. As of September 30, 2018, approximately $2.5 million was unused and available under this line of credit.

 

In December 2017, LA GO GO entered into a line of credit agreement for approximately $2.9 million (RMB 20.0 million) with China Minsheng Bank and guaranteed by Ever-Glory Apparel and Mr. Kang. As of September 30, 2018, LA GO GO had borrowed $2.9 million (RMB 20.0 million) from China Minsheng Bank with an annual interest rate of 4.6% and due in June 2019.  

 

In September 2017, LA GO GO entered into a line of credit agreement for approximately $3.2 million (RMB22.0 million) with the Bank of Communications and guaranteed by Jiangsu Ever-Glory, Ever-Glory Apparel and Mr. Kang. As of September 30, 2018, LA GO GO had borrowed $1.4 million (RMB10.0 million) from the Bank of Communications with an annual interest rate 4.57% and due on January 2019. As of September 30, 2018, approximately $1.8 million was unused and available under this line of credit. 

 

27

 

 

In October 2017, Ever-Glory Apparel entered into a line of credit agreement for approximately $4.4 million (RMB30.0 million) with Bank of China and guaranteed by Jiangsu Ever-Glory. These loans are also collateralized by assets of Jiangsu Ever-Glory’s equity investee, Chuzhou Huarui, under a collateral agreement executed by Ever-Glory Apparel, Chuzhou Huarui and Bank of China. As of September 30, 2018, approximately $4.4 million was unused and available under this line of credit.  

 

In July 2018, Ever-Glory Apparel entered into a line of credit agreement for approximately $2.9 million (RMB20.0 million) with the Shanghai Pudong Development Bank and guaranteed by Goldenway. As of September 30, 2018, approximately $2.9 million was unused and available under this line of credit.

 

In July 2017, Ever-Glory Apparel entered into a line of credit agreement for approximately $5.8 million (RMB40.0 million) with China Everbright Bank and guaranteed by Goldenway and Mr. Kang. These loans are also collateralized by Jiangsu Ever-Glory’s property. As of September 30, 2018, approximately $5.8 million was unused and available under this line of credit.

  

All loans have been repaid before or at maturity date.

 

Derivative Financial Instruments

 

Foreign currency swap contracts

 

During 2018, the Company had entered into four foreign currency swap contracts with three banks. Due to the increased demand of effective control on financial management for daily operations, Ever-Glory Apparel had entered into different foreign currency swap contracts to exchange $6.0 million for equivalent RMB with Bank of China in May, entered into a foreign currency swap contract to exchange $3.0 million for equivalent RMB with Industrial and Commercial Bank of China in June and entered into a foreign currency swap contract to exchange $6.0 million and $4.0 million for equivalent RMB with Shanghai Pudong Development Bank in July. The terms of three foreign currency contracts are both six months and the contract of $4.0 million with Shanghai Pudong Development Bank is three months. Ever-Glory Apparel and the banks swapped two currencies by same pre-determined exchange rate at the beginning and end of the contracts. During the period, the Company pays annual interest of 1.43% for the RMB received and receives 0 interest for the USD exchanged with the Bank of China and Industrial and Commercial Bank of China. The company pays annual interest of 0.98% for the RMB received and receives 0.0001% interest for the USD exchanged with Shanghai Pudong Development Bank. If the Company failed to execute the exchange at the expiration of contracts, the banks would sell the USD at the market rate then the difference in RMB will be converted into bank loan for the Company. As of September 30, 2018, the fair value of principal amounts are included in other receivable ($19.0 million plus unrealized gain) and other payables (equivalent RMB payables) in the condensed consolidated balance sheets, and unrealized gain of $0.8 million for the nine months ended September 30, 2018 is recognized in the income from operations.

 

Forward foreign exchange contracts

 

To avoid foreign currency fluctuation on forecasted international sales and secure the profits on such revenues, the Company entered several forward foreign exchange contracts with banks from time to time. According to ASC 815-20-25, the Company designated above contracts as cash flow hedges. As of September 30, 2018, the Company had two outstanding forward foreign exchange contracts (sell USD dollars for RMB), with total notional amount of $17.0 million according to the amounts of orders. These contracts have aggregate unrealized loss of $0.6 million and $1.1 million respectively in fair value recognized as derivatives financial instruments liabilities and accumulated other comprehensive loss in the consolidated balance sheets for the three and nine months ended September 30, 2018.

 

As of December 31, 2017, the Company had five outstanding forward foreign exchange contracts (sell EUR dollars for RMB), with total notional amount of EUR€1.68 million (USD$2.0 million). The fair value of these contracts as of December 31, 2017 was a loss of $8,000, which is immaterial to the consolidated financial statements.

 

Capital Commitments

 

We have a continuing program for the purpose of improving our manufacturing facilities and extending our retail stores. We anticipate that cash flows from operations and borrowings from banks will be used to pay for these capital commitments.

 

28

 

 

Uses of Liquidity

 

Our cash requirements for the next twelve months will be primarily to fund daily operations and the growth of our business, some of this being used to fund new stores.

  

Sources of Liquidity

 

Our primary sources of liquidity for our short-term cash needs are expected to be from cash flows generated from operations, and cash equivalents currently on hand. We believe that we will be able to borrow additional funds if necessary.

 

We believe our cash flows from operations together with our cash and cash equivalents currently on hand will be sufficient to meet our needs for working capital, capital expenditure and other commitments for the next twelve months. No assurance can be made that additional financing will be available to us if required, and adequate funds may not be available on terms acceptable to us. If funding is insufficient at any time in the future, we will develop or enhance our products or services and expand our business through our own cash flows from operations.

 

As of September 30, 2018, we had access to approximately $63.9 million in lines of credit, of which approximately $28.3 million was unused and available. These credit facilities do not include any covenants. We have agreed to provide Jiangsu Ever-Glory a counter-guarantee of not more than 70% of the maximum aggregate lines of credit and borrowings guaranteed by Jiangsu Ever-Glory and collateralized by the assets of Jiangsu Ever-Glory under agreements executed between the Company, Jiangsu Ever-Glory and the banks. The maximum aggregate lines of credit and available borrowings was approximately $44.0 million (RMB302 million) and approximately $17.0 million (RMB117.0 million) was provided to Jiangsu Ever-Glory as the counter guarantee as of September 30, 2018. 

 

Foreign Currency Translation Risk

 

Our operations are, for the most part, located in the PRC, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the United States dollar and the Chinese RMB. Most of our sales are in dollars. During 2003 and 2004, the exchange rate of RMB to the dollar remained constant at RMB 8.26 to the dollar. On July 21, 2005, the Chinese government adjusted the exchange rate from RMB 8.26 to 8.09 to the dollar. From that time, the RMB continued to appreciate against the U.S. dollar. As of September 30, 2018, the market foreign exchange rate had increased to RMB 6.83 to one U.S. dollar. We are continuously negotiating price adjustments with most of our customers based on the daily market foreign exchange rates, which we believe will reduce our exposure to exchange rate fluctuations in the future, and will pass some of the increased cost to our customers.

  

In addition, the financial statements of Goldenway, New-Tailun, Catch-Luck, Ever-Glory Apparel, Taixin, He Meida, Huirui, Shanghai LA GO GO, Yalan, Shanghai Yiduo, Tianjin LA GO GO and Jiangsu LA GO GO (whose functional currency is RMB) are translated into US dollars using the closing rate method. The balance sheet items are translated into US dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement of equity. The foreign currency translation gain (loss) for the three and nine months ended September 30, 2018 and 2017 was ($3.6) million, ($5.7) million, $1.8 million and $3.3 million, respectively.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors. 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable. 

 

29

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures  

  

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended ( the “Exchange Act”)  is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and 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.

 

Evaluation of Disclosure Controls and Procedures. As of September 30, 2018, the end of the fiscal quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not operating effectively as of September 30, 2018. Our disclosure controls and procedures were not effective because of certain “material weaknesses” described in the “Management’s Annual Report on Internal Control over Financial Reporting” section in Item 9 of our annual report for fiscal year ended December 31, 2017. As of September 30, 2018, we had not completed the remediation of these material weaknesses.

  

Limitations on the Effectiveness of Disclosure Controls.  Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions.

   

Changes in Internal Control over Financial Reporting

 

Our management has worked, and will continue to work to improve our internal controls over financial reporting. During the nine months ended September 30, 2018, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

30

 

 

PART II.  OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We know of no pending legal proceedings to which we are a party which is material or potentially material, either individually or in the aggregate. We are from time to time, during the normal course of our business operations, subject to various litigation claims and legal disputes. We do not believe that the ultimate disposition of any of these matters will have a material adverse effect on our financial position, results of operations or liquidity.

 

ITEM 1A. RISK FACTORS

 

There has been no material change in the information provided in Item 1A of Form 10-K Annual Report for the year ended December 31, 2017 filed with the SEC on March 28, 2018.

 

The proposed tariffs by the U.S. government and the potential of a trade war between the U.S. and China, and on a larger scale, internationally, may dampen global growth. If the U.S. government, in the future, subjects the services that we provide to proposed tariffs, our business operations and revenues may be negatively impacted.

 

The U.S. government has recently proposed, among other actions, imposing new or higher tariffs on specified products imported from China to penalize China for what it characterizes as unfair trade practices and China has responded by proposing new or higher tariffs on specified products imported from the United States. On July 6, 2018, the United States imposed 25% tariffs on $34 billion worth of Chinese goods as part of U.S. President Donald Trump's new tariffs policy, which then led China to respond with similar sized tariffs on U.S. products. Soon after on July 10, following an order from U.S. President Donald Trump, the U.S. Trade Representative (USTR) Office published a list of $200 billion in Chinese products to be subject to a newly proposed 10% tariff. China quickly responded to the announcement by blasting the proposed tariffs as “irrational” and “completely unacceptable. As such, we may have access to fewer business opportunities and our operation may be negatively impacted. Export to customers based in the U.S. accounts for approximately 6.0% of our revenue during the previous two fiscal years. We may suffer loss due to such trade war. In addition, future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our business and we cannot provide any assurances as to whether such actions will occur or the form that they may take.

 

Sustained tension between the United States and China over trade policies could significantly undermine the stability of the global and Chinese economy. Any prolonged slowdown in the Chinese or global economy may have a negative impact on our business, results of operations and financial condition, and continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.

 

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

 

On July 26, 2018, the Company issued 2,206 shares of Company’s common stock to two of the Company’s independent directors as compensation for their services rendered during the fourth quarter of 2017, and the first and second quarters of 2018 as directors. The shares issued in 2018 were valued at $3.39 per share, which was the average market price of the common stock for the five days before the grant date. 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

31

 

 

ITEM 6. EXHIBITS

 

The following exhibits are filed herewith:

  

Exhibit No.    Description
     
31.1   Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   XBRL Instance Document 
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

32

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

November 8, 2018 EVER-GLORY INTERNATIONAL GROUP, INC.
   
  By: /s/ Edward Yihua Kang
    Edward Yihua Kang
    Chief Executive Officer
    (Principal Executive Officer)
     
  By: /s/ Jiansong Wang
    Jiansong Wang
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

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Ever Glory (NASDAQ:EVK)
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From Mar 2024 to Apr 2024 Click Here for more Ever Glory Charts.
Ever Glory (NASDAQ:EVK)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Ever Glory Charts.