Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2019

☐ 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)

86-25-5209-6831

(Registrant’s telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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, 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		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 to Section 7(a)(2)(B) of the Securities Act. ☐

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

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		EVK		NASDAQ Global Market

Securities registered under Section 12(g) of the Act: None.

As of August 13, 2019, 14,801,770 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		ii

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018 (unaudited)	1

	Condensed Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited)	2

	Condensed Consolidated Statements of Equity for The Three and Six Months Ended June 30, 2019 and 2018 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (unaudited)	4

	Notes to the Condensed Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings

Item 1A.	Risk Factors

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.	Defaults Upon Senior Securities

Item 4.	Mine Safety Disclosure

Item 5.	Other Information

Item 6.	Exhibits

SIGNATURES		36

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’).

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 JUNE 30, 2019 AND DECEMBER 31, 2018 (UNAUDITED)

	2019			2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	34,526		$	47,012
Accounts receivable, net		64,704			86,527
Inventories		63,127			65,929
Advances on inventory purchases		8,754			6,420
Value added tax receivable		3,102			2,580
Other receivables and prepaid expenses		6,648			10,204
Amounts due from related parties		144			192
Total Current Assets		181,005			218,864

NONCURRENT ASSETS
Intangible assets, net		4,886			4,962
Property and equipment, net		28,245			28,445
Operating lease right-of-use assets		51,623			-
Total Non-Current Assets		84,754			33,407
TOTAL ASSETS	$	265,759		$	252,271

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Bank loans	$	25,999		$	29,497
Accounts payable		50,352			78,412
Accounts payable and other payables – related parties		4,796			4,756
Other payables and accrued liabilities		12,665			21,958
Value added and other taxes payable		-			2,569
Income tax payable		1,774			1,569
Current operating lease liabilities		42,808			-
Total Current Liabilities		138,394			138,761

NONCURRENT LIABILITIES
Deferred tax liabilities		-			354
Non-current operating lease liabilities		8,839			-
TOTAL LIABILITIES		147,233			139,115

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Stockholders’ equity:
Preferred stock ($0.001 par value, authorized 5,000,000 shares, no shares issued and outstanding)		-			-
Common stock ($0.001 par value, authorized 50,000,000 shares, 14,800,140 and 14,798,198 shares issued and outstanding As of June 30, 2019 and December 31, 2018, respectively)		15			15
Additional paid-in capital		3,635			3,627
Retained earnings		107,249			105,914
Statutory reserve		19,083			19,083
Accumulated other comprehensive income		(2,093	)		(3,578	)
Amounts due from related party		(7,863	)		(10,354	)
Total equity attributable to stockholders of the Company		120,026			114,707
Noncontrolling interest		(1,500	)		(1,551	)
Total Equity		118,526			113,156
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	265,759		$	252,271

See the accompanying notes to the condensed consolidated financial statements.

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 SIX MONTHS ENDED JUNE 30, 2019 AND 2018 (UNAUDITED)

	Three months ended						Six months ended
	June 30,						June 30,
	2019			2018			2019			2018
NET SALES	$	77,316		$	88,541		$	165,272		$	181,326
COST OF SALES		48,330			53,999			106,928			115,439

GROSS PROFIT		28,986			34,542			58,344			65,887

OPERATING EXPENSES
Selling expenses		19,699			22,590			40,706			44,817
General and administrative expenses		7,337			8,823			14,867			16,496
Total Operating Expenses		27,036			31,413			55,573			61,313

INCOME FROM OPERATIONS		1,950			3,129			2,771			4,574

OTHER INCOME (EXPENSES)
Interest income		277			370			484			696
Interest expense		(408	)		(360	)		(771	)		(924	)
Other income		1,409			865			1,114			1,001
Total Other Income, Net		1,278			875			827			773

INCOME BEFORE INCOME TAX EXPENSE		3,228			4,004			3,598			5,347
Income tax expense		(1,455	)		(1,285	)		(2,280	)		(2,041	)

NET INCOME		1,773			2,719			1,318			3,306

Net loss attributable to the non-controlling interest		83			57			17			285
NET INCOME ATTRIBUTABLE TO THE COMPANY		1,856			2,776			1,335			3,591

NET INCOME	$	1,773		$	2,719		$	1,318		$	3,306

Foreign currency translation (loss) gain		(2,487	)		(6,091	)		1,485			(2,068	)
Unrealized loss of derivative contracts designated as cash flow hedge		-			(469	)		-			(469	)
COMPREHENSIVE INCOME (LOSS)		(714	)		(3,841	)		2,803			769

Comprehensive (loss)income attributable to the non-controlling interest		(48	)		(13	)		52			309
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	(762	)	$	(3,854	)	$	2,855		$	1,078

EARNINGS PER SHARE ATTRIBUTABLE TO THE COMPANY’S STOCKHOLDERS
Basic and diluted	$	0.13		$	0.19		$	0.09		$	0.24
Weighted average number of shares outstanding Basic and diluted		14,800,140			14,795,992			14,800,140			14,795,992

See the accompanying notes to the condensed consolidated financial statements.

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands of U.S. Dollars, except share and per share data or otherwise stated)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018 (UNAUDITED)

					Additional		Retained Earnings					Accumulated other			Amounts due from			Total equity attributable to stockholders			Non-
	Common Stock				paid-in					Statutory		Comprehensive			related			of the			controlling			Total
	Shares		Amount		capital		Unrestricted			reserve		income			party			Company			Interest			equity
Balance at January 1, 2019		14,798,198	$	15	$	3,627	$	105,914		$	19,083	$	(3,578	)	$	(10,354	)	$	114,707			(1,551	)	$	113,156

Stock issued for compensation		1,942		0.004		8		-			-		-			-			8						8
Net income (loss)		-		-		-		(521	)		-		-			-			(521	)		66			(455	)
Net cash received from related party under counter guarantee agreement		-		-		-		-			-		-			1,101			1,101			-			1,101
Foreign currency translation gain													3,972			-			3,972			34			4,006
Balance at March 31, 2019		14,800,140		15		3,635		105,393			19,083		394			(9,253	)		119,267			(1,451	)		117,816
Net income (loss)								1,856											1,856			(83	)		1,773
Net cash received from related party under counter guarantee agreement																1,390			1,390						1,390
Foreign currency translation loss													(2,487	)					(2,487	)		34			(2,453	)
Balance at June 30, 2019		14,800,140	$	15	$	3,635	$	107,249		$	19,083	$	(2,093	)	$	(7,863	)	$	120,026			(1,500	)	$	118,526

					Additional		Retained Earnings				Accumulated other			Amounts due from			Total equity attributable to stockholders			Non-
	Common Stock				paid-in				Statutory		Comprehensive			related			of the			controlling			Total
	Shares		Amount		capital		Unrestricted		reserve		income			party			Company			Interest			equity
Balance at January 1, 2018		14,795,992	$	15	$	3,620	$	95,195	$	17,794	$	2,585		$	(15,449	)	$	103,760			(1,062	)	$	102,698

Net income (loss)		-		-		-		815		-		-			-			815			(228	)		587
Net cash paid to related party under counter guarantee agreement		-		-		-		-		-		-			(8,480	)		(8,480	)		-			(8,480	)
Foreign currency translation gain(loss)												4,023			-			4,023			(94	)		3,929
Balance at March 31, 2018		14,795,992		15		3,620		96,010		17,794		6,608			(23,929	)		100,118			(1,384	)		98,734
Net income (loss)								2,776										2,776			(58	)		2,718
Net cash received from related party under counter guarantee agreement															2,340			2,340						2,340
Foreign currency translation loss												(6,656	)					(6,656	)		123			(6,533	)
Balance at June 30, 2018		14,795,992	$	15	$	3,620	$	98,786	$	17,794	$	(48	)	$	(21,589	)	$	98,578			(1,319	)	$	97,259

See the accompanying notes to the condensed consolidated financial statements.

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 SIX MONTHS ENDED JUNE 30, 2019 AND 2018 (UNAUDITED)

	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,318		$	3,306
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		4,491			4,903
Loss from sale of property and equipment		53			6
Provision of bad debt allowance		682			-
Provision for obsolete inventories		1,824			1,626
Deferred income tax		(1,461	)		(843	)
Stock-based compensation		8			-
Changes in operating assets and liabilities
Accounts receivable		21,793			20,150
Inventories		1,145			(10,873	)
Value added tax receivable		504			681
Other receivables and prepaid expenses		3,502			(8,942	)
Advances on inventory purchases		(2,353	)		(7,145	)
Amounts due from related parties		(129	)		1,117
Accounts payable		(25,954	)		(14,296	)
Accounts payable and other payables- related parties		58			(1,485	)
Other payables and accrued liabilities		(10,789	)		8,006
Value added and other taxes payable		(4,684	)		(5,924	)
Income tax payable		207			(942	)
Net cash used in operating activities		(9,785	)		(10,655	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(4,082	)		(6,295	)
Net cash used in investing activities		(4,082	)		(6,295	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank loans		16,320			28,111
Repayment of bank loans		(19,904	)		(30,533	)
Repayment of loans from related party		8,149			2,556
Advances to related party		(5,454	)		(8,734	)
Net cash used in financing activities		(889	)		(8,600	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH		2,270			(887	)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(12,486	)		(26,437	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		47,012			62,876

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	34,526		$	36,439

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for:
Interest	$	771		$	924
Income taxes	$	2,436		$	3,016

See the accompanying notes to the condensed consolidated financial statements.

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2018

(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”), Nanjing Tai Xin Garments Trading Company Limited (“Tai Xin”) and Haian Tai Xin Garments Trading Company Limited (“Haian Taixin”), 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 March 2019, the Company incorporated Haian Tai Xin Garments Trading Company Limited (“Haian Tai Xin”) and it is the Company’s wholly-owned PRC subsidiaries. Haian Tai Xin is engaged in the business of garments manufacturing.

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 June 30, 2019, the condensed consolidated statements of income and comprehensive income(loss) and condensed consolidated statements of equity for the three and six months ended June 30, 2019 and 2018, and cash flows for the six months ended June 30, 2019 and 2018. 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 six months ended June 30, 2019 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, 2018.

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

We recognize 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. We recognize wholesale revenue from manufacturing fees charged to buyers for the assembly of garments from materials provided by the buyers upon completion of the manufacturing process and shipment of the products for export sales. Retail sales are recorded 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.

Our revenue recognition policy is in compliance with ASC 606, Revenue from Contracts with Customers that revenue is recognized when a customer obtains control of promised goods and is recognized in an amount that reflects the consideration that we expect to receive in exchange for those goods. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that we expect to receive in exchange for those goods. We apply the following five-step model in order to determine this amount:

(i)

identification of the promised goods and services in the contract;

(ii)

determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii)

measurement of the transaction price, including the constraint on variable consideration;

(iv)

allocation of the transaction price to the performance obligations; and

(v)

recognition of revenue when (or as) the Company satisfies each performance obligation.

We only apply the five-step model to contracts when it is probable that we will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, we review the contract to determine which performance obligations we must deliver and which of these performance obligations are distinct. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, our performance obligations are transferred to customers at a point in time, typically upon delivery for local sales and upon shipment of the products for export sale.

For all reporting periods, we have not disclosed the value of unsatisfied performance obligations for all product revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

Derivatives 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.

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.

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.

As of June 30, 2019 and 2018, the Company’s financial assets (all Level 1) consist of cash placed with financial institutions that management considers to be of a high quality.

As of June 30, 2019, the Company has one derivative liability subjects to recurring fair value measurement (Level 2) with the change in fair value recognized in earnings (Note 5).

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.

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.

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, Taixin and Haian 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.

Lease

The Company determines if an arrangement contains a lease at inception. The Company elected the practical expedient, for all asset classes, to account for each lease component of a contract and its associated non-lease components as a single lease component, rather than allocating a standalone value to each component of a lease. For purposes of calculating operating lease obligations under the standard, the Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. The Company’s leases do not contain material residual value guarantees or material restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease terms. The discount rate used to measure a lease obligation is usually the rate implicit in the lease; however, the Company’s operating leases generally do not provide an implicit rate. Accordingly, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments.

Significant assumptions and judgments made as part of the adoption of this new lease standard include determining (i) whether a contract contains a lease, (ii) whether a contract involves an identified asset, and (iii) which party to the contract directs the use of the asset. The discount rates used to calculate the present value of lease payments were determined based on hypothetical borrowing rates available to the Company over terms similar to the lease terms. The followings are lists of leases: (i) the terms of Shanghai LAGOGO land use right and buildings are 34 years; (ii) the terms of Kunshan logistics center and Chuzhou logistics center are 5 years; (iii) the terms of flagship stores are 3 years. The terms of stores within shopping mall are one year. The shopping malls sort the stores within shopping mall based on sales every year and the stores within shopping mall of higher sales will be arrange to the better location. If the sales do not meet the requirements of the shopping malls, the stores within shopping mall will be removed. The store within shopping mall is different from flagship store. The shopping malls count the rent of counter according to the sale but the rent of flagship store is fixed every year. The company estimates the terms of flagship store are three years according to the previous data. The company calculates the Right-of-use (ROU) assets or Lease Obligation (Obligation) of the stores within shopping mall in a floating manner because the rents of the stores within shopping mall will vary according to the sales. The rents of the stores within shopping mall will be higher if the number and sales of counters is larger, so the ROU/Obligation of the counter will be higher.

Recently Issued Accounting Pronouncements

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 condensed consolidated financial statements.

In October 2018, the FASB issued ASU No. 2018-17 “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities” which could be improved in the following areas: 1. Applying the variable interest entity (VIE) guidance to private companies under common control. 2. Considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. The Company is currently assessing the impact of this ASU on its condensed consolidated financial statements.

In April 2019, the FASB issued ASU No. 2019-04 “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, 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 condensed 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 condensed consolidated financial statements.

NOTE 3 INVENTORIES

Inventories at June 30, 2019 and December 31, 2018 consisted of the following:

	June 30, 2019		December 31, 2018
	(In thousands of U.S. Dollars)
Raw materials	$	1,256	$	6,805
Work-in-progress		15,696		3,308
Finished goods		46,175		55,816
Total inventories	$	63,127	$	65,929

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 June 30, 2019 and December 31, 2018.

	June 30, 2019		December 31, 2018
Bank	(In thousands of U.S. Dollars)
Industrial and Commercial Bank of China	$	11,648	$	14,540
Nanjing Bank		5,824		5,089
China Minsheng Bank		2,912		2,908
Bank of Communications		2,897		2,893
Shanghai Pudong Development Bank		2,617		2,613
China Everbright Bank		-		1,454
HSBC		101		-
	$	25,999	$	29,497

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 June 30, 2019, Goldenway had borrowed $5.8 million (RMB 40.0 million) under this line of credit with an annual interest rate of 3.92% and due on November 2019. As of June 30, 2019, approximately $2.9 million was unused and available under this line of credit.

In November 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 June 30, 2019, Ever-Glory Apparel had borrowed $5.8 million (RMB 40.0 million) under this line of credit with annual interest rates ranging from 4.57% to 4.70% and due on July 2019. As of June 30, 2019, approximately $8.8 million was unused and available under this line of credit.

In August 2018, Goldenway entered into a line of credit agreement with Nanjing Bank, which allows the Company to borrow up to approximately $7.3 million (RMB50.0 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 June 30, 2019, approximately $7.3 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 $8.7 million (RMB60.0 million) with Nanjing Bank and guaranteed by Jiangsu Ever-Glory, Mr. Kang and Goldenway. As of June 30, 2019, Ever-Glory Apparel had borrowed $5.8 million (RMB40.0 million) from Nanjing Bank with an annual interest rate 5.0% and due on variable dates from September 2019 to June 2020. As of June 30, 2019, approximately $2.9 million was unused and available under this line of credit.

In May 2018, 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 June 30, 2019, approximately $2.9 million was unused and available under this line of credit.

In June 2018, LA GO GO entered into a line of credit agreement for approximately $2.9 million (RMB20.0 million) with China Minsheng Bank and guaranteed by Ever-Glory Apparel and Mr. Kang. As of June 30, 2019, LA GO GO had borrowed $2.9 million (RMB20.0 million) from China Minsheng Bank with an annual interest rate of 4.79% and due in October 2019.

In November 2018, LA GO GO entered into a line of credit agreement for approximately $2.9 million (RMB19.9 million) with the Bank of Communications and guaranteed by Jiangsu Ever-Glory, Ever-Glory Apparel and Jiangsu LAGOGO. As of June 30, 2019, LA GO GO had borrowed $2.9 million (RMB19.9 million) from the Bank of Communications with an annual interest rate 4.57% and due on variable dates from November 2019 to January 2020.

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 June 30, 2019, Ever-Glory Apparel had borrowed $2.6 million (RMB18.0 million) from the Shanghai Pudong Development Bank with an annual interest rate 4.57% and due on date November 2019. As of June 30, 2019, approximately $0.3 million was unused and available under this line of credit.

In March 2019, 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 $2.5 million with the Nanjing Branch of HSBC (China) Company Limited (“HSBC”). This agreement is guaranteed by the Company and Mr. Kang. As of June 2019, Ever-Glory Apparel had borrowed $0.2 million from HSBC with an annual interest rate of 3.2% and due in September 2019, and collateralized by approximately $0.1 million of accounts receivable from our wholesale customers. These bank loans are to be repaid upon receipt of payments from customers. As of June 30, 2019, approximately $2.3 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 $0.8 million and $0.9 million for the six months ended June 30, 2019 and 2018, respectively, and $0.4 million and $0.3 million for the three months ended June 30, 2019 and 2018, respectively.

NOTE 5 Derivative Financial Instruments

Foreign currency swap contracts

The Company entered two foreign currency swap contracts with two banks during 2018. Due to the demand of financial management for daily operation, Ever-Glory Apparel entered into a foreign currency swap contract to exchange $6.0 million for equivalent RMB with Bank of China in May and entered into a foreign currency swap contract to exchange $3.0 million for equivalent RMB with Industrial and Commercial Bank of China in June. The terms of two foreign currency contracts are both six 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. 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 June 30, 2018, the fair value of principal amounts are included in other receivable ($9.0 million plus unrealized gain) and other payables (equivalent RMB payables) in the consolidated balance sheets, and unrealized gain of $0.27 million for the six months ended June 30, 2018 is recognized in the income from operations. As of June 30, 2019, there are no currency swap contracts.

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 June 30, 2018, the Company had one outstanding forward foreign exchange contract (sell EUR dollars for RMB), with total notional amount of €0.42 million and 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 $0.49 million in fair value recognized as derivatives financial instruments liabilities and accumulated other comprehensive income (loss) in the consolidated balance sheets.

As of June 30, 2019, the Company had one outstanding forward foreign exchange contracts (sell USD dollars for RMB), with total notional amount of $10.0 million. The fair value of this contract at June 30, 2019 was not significant.

NOTE 6 LEASES

The Company recognized operating lease liabilities and operating lease right-of-use assets on its balance sheets. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The company has leases for land-use-rights, warehouses and logistics centers, flagship stores, and stores within shopping malls in the PRC, which are classified as operating leases. The leases include fixed and variable payments according to the sales generated from flagship stores and those stores with shopping malls. Options to extend or renew are recognized as part of the lease liabilities and recognized as right of use assets. There are no residual value guarantees and no restrictions or covenants imposed by the leases. In the six months ended June 30, 2019, the costs of the leases recognized in cost of revenues and general administrative expenses are $9.8 and $0.4 million, respectively. Cash paid for the operating leases including in the operating cash flows was $10.2 million. As of June 30, 2019, the Company has $51.6 million of right-of-use assets, $42.8 million in current operating lease liabilities and $8.8 million in non-current operating lease liabilities as of June 30, 2019.

NOTE 7 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.

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, 2019.

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 Hong Kong, and under the current laws of Hong Kong, 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 six months ended June 30, 2019 and 2018 was taxable in the following jurisdictions:

	Three months ended					Six months ended
	June 30,					June 30,
	2019		2018			2019			2018
	(In thousands of U.S. Dollars)
PRC	$	3,228	$	4,010		$	3,605		$	5,359
Others		-		(6	)		(7	)		(12	)
	$	3,228	$	4,004		$	3,598		$	5,347

The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the three and six months ended June 30, 2019 and 2018:

	Three months ended						Six months ended
	June 30,						June 30,
	2019			2018			2019			2018
PRC statutory rate		25.0	%		25.0	%		25.0	%		25.0	%
Net operating losses for which no deferred tax assets was recognized		24.5			9.1			46.7			13.2
Other		(4.4	)		(2.0	)		(8.3	)		-
Effective income tax rate		45.1	%		32.1	%		63.4	%		38.2	%

Income tax expense for the three and six months ended June 30, 2019 and 2018 is as follows:

	Three months ended						Six months ended
	June 30,						June 30,
	2019			2018			2019		2018
Current	$	1,785		$	1,960		$	1,990	$	2,884
Deferred		(330	)		(675	)		290		(843	)
Income tax expense	$	1,455		$	1,285		$	2,280	$	2,041

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.

The Company has not recorded U.S. deferred income taxes on approximately $107.2 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, no deferred tax expense (income) relating to the Tax Act changed for the three and six months ended June 30, 2019.

NOTE 8 EARNINGS PER SHARE

The following demonstrates the calculation for earnings per share for the three and six months ended June 30, 2019 and 2018:

	Three months ended				Six months ended
	June 30,				June 30,
	2019		2018		2019		2018
Weighted average number of common shares – Basic and diluted		14,800,140		14,795,992		14,800,140		14,795,992
Earnings per share – Basic and diluted	$	0.13	$	0.19	$	0.09	$	0.24

NOTE 9 STOCKHOLDERS’ EQUITY

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.

On January 31, 2019, the Company issued 1,942 shares of Company’s common stock to two of the Company’s independent directors as compensation for their services rendered during the third and fourth quarter of 2018. The shares issued in 2019 were valued at $3.8 per share, which was the average market price of the common stock for the five days before the grant date.

NOTE 10 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.

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 six months ended June 30, 2019 and 2018, the Company received $14,176, $45,655, $17,919 and $51,541 from the customers and paid $13,248, $39,086, $20,130 and $39,318 to Wubijia through the consignment, respectively. The net income (loss) of $928, $6,570, ($2,212) and $12,223 was recorded as other income (expenses) during the three and six months ended June 30, 2019 and 2018, respectively.

Other expenses due to Related Parties

Included in other expenses for the three and six months ended June 30, 2019 and 2018 are rent costs due to entities controlled by Mr. Kang under operating lease agreements as follows:

	Three months ended				Six months ended
	June 30,				June 30,
	2019		2018		2019		2018
	(In thousands of U.S. Dollars)
Chuzhou Huarui		35		51		88		109
Kunshan Enjin		22		14		44		27
Total	$	57	$	65	$	132	$	136

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 $0.4 million, $0.6 million, $1.52 million and $1.85 million during the three and six months ended June 30, 2019 and 2018, respectively.

In addition, sub-contracts with related parties included in cost of sales for the three and six months ended June 30, 2019 and 2018 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(In thousands of U.S. Dollars)
Chuzhou Huarui	$	1,960	$	1,006	$	3,467	$	1,873
Fengyang Huarui		442		567		548		1,051
Nanjing Ever-Kyowa		408		326		755		675
Ever-Glory Vietnam		2,469		3,260		5,048		5,174
Nanjing Knitting		600		-		600		-
EsCeLav		13		21		101		21
Jiangsu Ever-Glory		45		17		470		21
	$	5,937	$	5,197	$	10,989	$	8,815

Accounts Payable – Related Parties

The accounts payable to related parties at June 30, 2019 and December 31, 2018 are as follows:

	2019		2018
	(In thousands of U.S. Dollars)
Ever-Glory Vietnam	$	1,769		1,863
Fengyang Huarui		34		622
Nanjing Ever-Kyowa		707		580
Chuzhou Huarui		1,062		888
Nanjing Knitting		283		171
Jiangsu Ever-Glory		941		632
Total	$	4,796	$	4,756

Amounts Due From Related Parties-current assets

The amounts due from related parties at June 30, 2019 and December 31, 2018 are as follows:

	2019		2018
	(In thousands of U.S. Dollars)
Jiangsu Ever-Glory	$	144	$	122
Esc’elav		-		70
Total	$	144	$	192

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 six months ended June 30, 2019 and 2018, 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 million, $0 million, $0 million and $0.3 million during the three and six months period ended June 30, 2019 and 2018, respectively. Jiangsu Ever-Glory purchased raw materials on the Company’s behalf and sold to the Company at a cost of $0.1 million, $0.1 million, $0.1 million and $0.1 million during the three and six months ended June 30, 2019 and 2018, 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 June 30, 2019 and December 31, 2018, Jiangsu Ever-Glory has provided guarantees for approximately $33.5 million (RMB 230 million) and $33.4 million (RMB 230 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 $29.9 million (RMB 205.5 million) as of June 30, 2019 and December 31, 2018, respectively. Mr. Kang has also provided a personal guarantee for $17.0 million (RMB 116.8 million) and $14.5 million (RMB 100.0 million) as of June 30, 2019 and December 31, 2018, respectively.

At December 31, 2018, $9.9 million (RMB 68.2 million) was outstanding due from Jiangsu Ever-Glory under the counter guarantee agreement. During the six months ended June 30, 2019, an additional $5.5 million (RMB 37.0 million) was provided to and $8.1 million (RMB 55.3 million) was received from Jiangsu Ever-Glory under the counter-guarantee. As of June 30, 2019, the amount of the counter-guarantee was $7.3 million (RMB 50.0 million) (the difference represents currency exchange adjustment of $0.1 million), which was 21.7% 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 $0.6 million have been classified as a reduction of equity, consistent with the guidance of SEC Staff Accounting Bulletins 4E and 4G. At June 30, 2019 and December 31, 2018, the amount classified as a reduction of equity was $7.9 million and $10.4 million, respectively. Interest of 0.5% is charged on net amounts due from Jiangsu Ever-Glory at each month end. Since January 1, 2019, interest rate has changed to 0.3625% as the bank benchmark interest rate decreased. Interest income for the three and six months ended June 30, 2019 and 2018 was approximately $0.1 million, $0.2 million, $0.2 million and $0.4 million, respectively.

NOTE 11 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 June 30, 2019 and December 31, 2018 was $5.1 million and $5.9 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 of 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 six months ended June 30, 2019, the Company had two wholesale customers that represented approximately 16% and 10% of the Company’s revenues. For the three months ended June 30, 2019, the Company had two wholesale customers that represented approximately 8% and 14% of the Company’s revenues. For the six months ended June 30, 2018, the Company had one wholesale customer that represented approximately 8.97% of the Company’s revenues. For the three months ended June 30, 2018, the Company had two wholesale customers that represented approximately 9.68% and 6.60% of the Company’s revenues.

For the wholesale business, the Company did not rely on any raw material supplier that represented more than 10% of the total raw material purchases during the three and six months ended June 30, 2019 and 2018.

For the retail business, the Company relied on three raw material suppliers that represented approximately 32%, 31% and 21% of raw material purchases during the six months ended June 30, 2019. For the Company’s retail business, the Company had two suppliers that represented 31.4% and 31.2% of raw materials purchases during the three and six months ended June 30, 2018.

For the wholesale business, the Company did not rely on any finished goods supplier that represented more than 10% of the total raw material purchases during the three and six months ended June 30, 2019 and 2018.

For the retail business, the Company did not rely on any supplier that represented more than 10% of the total finished goods purchases during the three and six months ended June 30, 2019 and 2018.

The Company’s revenues for the three and six months ended June 30, 2019 and 2018 were earned in the following geographic areas:

	Three months ended June 30,				Six months ended June 30,
	2019		2018		2019		2018
	(In thousands of U.S. Dollars)
The People’s Republic of China	$	6,491	$	9,131	$	17,246	$	13,342
Hong Kong China		6,463		7,418		7,717		12,556
Germany		877		899		1,726		2,765
United Kingdom		2,038		2,881		2,838		5,099
Europe-Other		4,224		5,833		9,453		10,285
Japan		1,311		1,881		6,248		4,318
United States		15,847		10,771		20,125		15,705
Total wholesale business		37,251		38,814		65,353		64,070
Retail business		40,065		49,727		99,919		117,256
Total	$	77,316	$	88,541	$	165,272	$	181,326

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)
Six months ended June 30, 2019
Segment profit or loss:
Net revenue from external customers	$	65,353		99,919		165,272
Income from operations	$	2,374		397		2,771
Interest income	$	466		18		484
Interest expense	$	572		199		771
Depreciation and amortization	$	473		8,740		9,213
Income tax expense	$	1,475		805		2,280
Segment assets:
Additions to property, plant and equipment		549		3,533		4,082
Total assets		77,218		188,541		265,759

Six months ended June 30, 2018
Segment profit or loss:
Net revenue from external customers	$	64,070		117,256		181,326
Income from operations	$	2,634		1,940		4,574
Interest income	$	663		33		696
Interest expense	$	782		142		924
Depreciation and amortization	$	602		4,301		4,903
Income tax expense	$	714		1,327		2,041
Segment assets:
Additions to property, plant and equipment		556		5,739		6,295
Total assets		91,483		129,707		221,190

	Wholesale segment		Retail segment		Total
	(In thousands of U.S. Dollars)
Three months ended June 30, 2019
Segment profit or loss:
Net revenue from external customers	$	37,251		40,065		77,316
Income from operations	$	1,605		345		1,950
Interest income	$	268		9		277
Interest expense	$	310		98		408
Depreciation and amortization	$	182		2,084		2,266
Income tax expense	$	1,255		200		1,455

Three months ended June 30, 2018
Segment profit or loss:
Net revenue from external customers	$	38,814		49,727		88,541
Income from operations	$	1,538		1,591		3,129
Interest income	$	354		16		370
Interest expense	$	291		69		360
Depreciation and amortization	$	297		2,069		2,366
Income tax expense	$	481		804		1,285

NOTE 12 SUBSEQUENT EVENTS

As of August 14, 2019, there is no material subsequent event to be disclosed.

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 six months ended June 30, 2019 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 and Shang Fang Town in the Jiangning District in Nanjing, 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”), Haian Tai Xin Garments Trading Company Limited (“Haian 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”), 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.

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 June 30, 2019, we had 1,235 stores (including store-in-stores), including 40 stores were opened and 186 stores were closed in first half year of 2019. We expect to open additional 100 to 150 stores in 2019.

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.

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 2019.

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 much 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

(i)

identification of the promised goods and services in the contract;

(ii)

determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii)

measurement of the transaction price, including the constraint on variable consideration;

(iv)

allocation of the transaction price to the performance obligations; and

(v)

recognition of revenue when (or as) the Company satisfies each performance obligation.

Estimates and Assumptions

In preparing our condensed 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 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 impairment of long-lived assets and inventory reservation.

Lease

Significant assumptions and judgments made as part of the adoption of this new lease standard include determining (i) whether a contract contains a lease, (ii) whether a contract involves an identified asset, and (iii) which party to the contract directs the use of the asset. The discount rates used to calculate the present value of lease payments were determined based on hypothetical borrowing rates available to the company over terms similar to the lease terms. The followings are lists of leases: (i) the terms of Shanghai LAGOGO land use right and buildings are 34 years; (ii) the terms of Kunshan logistics center and Chuzhou logistics center are 5 years; (iii) the terms of flagship stores are 3 years. The terms of stores within shopping mall are one year. The shopping malls sort the stores within shopping mall based on sales every year and the stores within shopping mall of higher sales will be arrange to the better location. If the sales do not meet the requirements of the shopping malls, the stores within shopping mall will be removed. The store within shopping mall is different from flagship store. The shopping malls count the rent of counter according to the sale but the rent of flagship store is fixed every year. The company estimates the terms of flagship store are three years according to the previous data. The company calculates the Right-Of-Use (ROU) or Lease Obligation (Obligation) of the stores within shopping mall in a floating manner because the rents of the stores within shopping mall will vary according to the sales. The rents of the stores within shopping mall will be higher if the number and sales of counters is larger, so the ROU/Obligation of the counter will be higher .

Recently Issued Accounting Pronouncements

Results of Operations for the three months ended June 30, 2019 and 2018

The following table summarizes our results of operations for the three months ended June 30, 2019 and 2018. 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 June 30,
	2019				2018
	( In thousands of U.S. dollars, except for percentages )
Sales	$	77,316	100.0	%	$	88,541	100.0	%
Gross Profit	$	28,986	39.0	%	$	34,542	39.0	%
Operating Expense	$	27,036	35.5	%	$	31,413	35.5	%
Income From Operations	$	1,950	3.5	%	$	3,129	3.5	%
Other Income (Expenses)	$	1,278	1.0	%	$	875	1.0	%
Income tax expense	$	1,455	1.5	%	$	1,285	1.5	%
Net Income	$	1,773	3.1	%	$	2,719	3.1	%

Revenue

The following table sets forth a breakdown of our total sales, by region, for the three months ended June 30, 2019 and 2018.

	2019		% of total sales			2018		% of total sales			Growth (Decrease) in 2019 compared with 2018
Wholesale business	(In thousands of U.S. dollars)					(In thousands of U.S. dollars)
Mainland China	$	6,491		8.4	%	$	9,131		10.3	%		(28.9	)%
Hong Kong China		6,463		8.4			7,418		8.4			(12.9	)
Germany		877		1.1			899		1.0			(2.5	)
United Kingdom		2,038		2.6			2,881		3.3			(29.3	)
Europe-Other		4,224		5.5			5,833		6.6			(27.6	)
Japan		1,311		1.7			1,881		2.1			(30.3	)
United States		15,847		20.5			10,771		12.1			47.1
Total Wholesale business		37,251		48.2			38,814		43.8			(4.0	)
Retail business		40,065		51.8			49,727		56.2			(19.4	)
Total sales	$	77,316		100.0	%	$	88,541		100.0	%		(12.7	)%

Sales for the three months ended June 30, 2019 were $77.3 million, a 12.7% decrease compared with the three months ended June 30, 2018. This decrease was primarily attributable to a 4.0% decrease in sales in our wholesale business partially and a 19.4% decrease in our retail business.

Sales generated from our wholesale business contributed 48.2% or $37.3 million of our total sales for the three months ended June 30, 2019, a 4.0% decrease compared with 43.8% or $38.8 million in the three months ended June 30, 2018. This decrease was primarily attributable to an increase in sales in United States partially offset by a decrease in sales in Hong Kong, Germany, Europe-Other, Mainland China, United Kingdom and Japan.

Sales generated from our retail business contributed 51.8% or $40.1 million of our total sales for the three months ended June 30, 2019, a 19.4% decrease compared with 56.2% or $49.7 million in the three months ended June 30, 2018. This decrease was primarily due to a decrease in the amounts of stores and 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 June 30, 2019 and 2018.

									Growth
									(Decrease) in 2019
	Three months ended June 30,								Compared
	2019				2018				with 2018
	( In thousands of U.S. dollars, except for percentages )
Net Sales for Wholesale Sales	$	37,251	100.0	%	$	38,814	100.0	%		(4.0	)%
Raw Materials		16,376	44.0			16,456	42.5			(0.5	)
Labor		398	1.1			396	1.0			0.6
Outsourced Production Costs		14,409	38.7			14,722	37.9			(2.1	)
Other and Overhead		55	0.1			84	0.2			(35.2	)
Total Cost of Sales for Wholesale		31,238	83.9			31,658	81.6			(1.3	)
Gross Profit for Wholesale		6,013	16.1			7,156	18.4			(16.0	)
Net Sales for Retail		40,065	100.0			49,727	100.0			(19.4	)
Production Costs		10,084	25.2			13,984	28.1			(27.9	)
Rent		7,008	17.5			8,357	16.8			(16.1	)
Total Cost of Sales for Retail		17,092	42.7			22,341	44.9			(23.5	)
Gross Profit for Retail		22,973	57.3			27,386	55.1			(16.1	)
Total Cost of Sales		48,330	62.5			53,999	61.0			(10.5	)
Gross Profit	$	28,986	37.5	%	$	34,542	39.0	%		(16.1	)%

Raw material costs for our wholesale business were 44.0% of our total wholesale business sales in the three months ended June 30, 2019, compared with 42.5% in the three months ended June 30, 2018. The increase was mainly due to higher raw material prices.

Labor costs for our wholesale business were 1.1% of our total wholesale business sales in the three months ended June 30, 2019, compared with 1.0% in the three months ended June 30, 2018. The marginal increase was mainly due to a higher average employee salaries in 2019.

Outsourced production costs for our wholesale business for the three months ended June 30, 2019 decreased 2.1% to $14.4 million from $14.7 million for the three months ended June 30, 2018. Outsourced production costs accounted for 38.7% of our total wholesale business sales in the three months ended June 30, 2019, a 0.8% increase from the three months ended June 30, 2018. This increase in percentage was primarily attributable to higher average employee salaries at our outsourced manufacturing factories.

Overhead and other expenses for our wholesale business accounted for 0.1% of our total wholesale business sales for the three months ended June 30, 2019, compared with 0.2% of total wholesale business sales for the three months ended June 30, 2018.

Wholesale business gross profit for the three months ended June 30, 2019 was $6.0 million compared with $7.2 million for the three months ended June 30, 2018. Gross profit accounted for 16.1% of our total wholesale sales for the three months ended June 30, 2019, compared with 18.4% for the three months ended June 30, 2018. The decrease was mainly due to an increase in raw material costs and higher average employee salaries.

Production costs for our retail business were $10.1 million for the three months ended June 30, 2019 compared with $14.0 million during the three months ended June 30, 2018. Retail production costs accounted for 25.2% of our total retail sales in the three months ended June 30, 2019, compared with 28.1% for the three months ended June 30, 2018. The decrease was due to decrease in overall purchase costs.

Rent costs for our retail business for the three months ended June 30, 2019 were $7.0 million compared with $8.4 million for the three months ended June 30, 2018. Rent costs for our retail business accounted for 17.5% of our total retail sales for the three months ended June 30, 2019, compared with 16.8% for the three months ended June 30, 2018. The decrease was primarily attributable to the decline in number of stores.

Gross profit in our retail business for the three months ended June 30, 2019 was $23.0 million and gross margin was 57.3%. Gross profit in our retail business for the three months ended June 30, 2018 was $27.4 million and gross margin was 55.1%.

Total cost of sales for the three months ended June 30, 2019 was $48.3 million, a 10.5% decrease from $54.0 million for the three months ended June 30, 2018. Total cost of sales as a percentage of total sales for the three months ended June 30, 2019 was 62.5%, compared with 61.0% for the three months ended June 30, 2018. Gross margin for the three months ended June 30, 2019 was 37.5% compared with 39.0% for the three months ended June 30, 2018.

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 June 30,								Increase (Decrease) in 2019 Compared
	2019				2018				to 2018
	( In thousands of U.S. dollars, except for percentages )
Gross Profit	$	28,986	37.5	%	$	34,542	39.0	%		(16.1	)%
Operating Expenses:
Selling Expenses		19,699	25.5			22,590	25.5			(12.8	)
General and Administrative Expenses		7,337	9.5			8,823	10.0			(16.8	)
Total		27,036	35.0			31,413	35.5			(13.9	)
Income from Operations	$	1,950	2.5	%	$	3,129	3.5	%		(37.7	)%

Selling expenses for the three months ended June 30, 2019 decreased 12.8% to $19.7 million from $22.6 million for the three months ended June 30, 2018. The decrease was attributable to the marketing expenses associated with the promotion of the retail brand.

General and administrative expenses for the three months ended June 30, 2019 decreased 16.8% to $7.3 million from $8.8 million for the three months ended June 30, 2018. The decrease was attributable to the decline in number of stores.

Income from Operations

Income from operations for the three months ended June 30, 2019 decreased 37.6% to $2.0 million from $3.1 million for the three months ended June 30, 2018. Income from operations for the three months ended June 30, 2019 accounted for 2.5% of our total sales, a 1.0% decrease compared with the three months ended June 30, 2018.

Interest Expense

Interest expense for the three months ended June 30, 2019 was $0.4 million, a 13.3% increase compared with the same period in 2018. The increase was due to the increase in interest rate.

Income Tax Expenses

Income tax expense was $0.7 million and $1.3 million for the three months end June 30, 2019 and 2018, respectively.

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

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.

Net Income

Net income for the three months ended June 30, 2019 was $1.8 million, a 34.8% decrease compared with the same period in 2018. Our basic and diluted earnings per share were $0.13 and $0.19 for the three months ended June 30, 2019 and 2018, respectively.

Results of Operations for the six months ended June 30, 2019 and 2018

The following table summarizes our results of operations for the six months ended June 30, 2019 and 2018. 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.

	Six Months Ended June 30,
	2019				2018
	(In thousands of U.S. Dollars, except for percentages)
Sales	$	165,272	100.0	%	$	181,326	100.0	%
Gross Profit		58,344	35.3			65,887	36.3
Operating Expense		55,573	33.6			61,313	33.8
Income From Operations		2,771	1.7			4,574	2.5
Other Income		827	0.5			773	0.4
Income tax expense		2,280	1.4			2,041	1.1
Net Income	$	1,318	0.8	%	$	3,306	1.8	%

Revenue

The following table sets forth a breakdown of our total sales, by region, for the six months ended June 30, 2019 and 2018.

	2019		% of total sales			2018		% of total sales			Growth (Decrease) in 2019 compared with 2018
Wholesale business	(In thousands of U.S. dollars)					(In thousands of U.S. dollars)
Mainland China	$	17,246		10.4	%	$	13,342		7.4	%		29.3	%
Hong Kong China		7,717		4.7			12,556		6.9			(38.5	)
Germany		1,726		1.0			2,765		1.5			(37.6	)
United Kingdom		2,838		1.7			5,099		2.8			(44.3	)
Europe-Other		9,453		5.7			10,286		5.7			(8.1	)
Japan		6,248		3.8			4,318		2.4			44.7
United States		20,125		12.2			15,704		8.6			28.1
Total Wholesale business		65,353		39.5			64,070		35.3			2.0
Retail business		99,919		60.5			117,256		64.7			(14.8	)
Total sales	$	165,272		100.0	%	$	181,326		100.0	%		(8.9	)%

Sales for the six months ended June 30, 2019 were $165.3 million, a decrease of 8.9% from the six months ended June 30, 2018. This decrease was primarily attributable to a 2.0% increase in sales in our wholesale business and a 14.8% decrease in our retail business.

Sales generated from our wholesale business contributed 39.5% or $65.4 million of our total sales for the six months ended June 30, 2019, an increase of 2.0% compared with 35.3% or $64.1 million in the six months ended June 30, 2018. This increase was primarily attributable to increased sales in Mainland China, Japan and the United States partially offset by decreased sales in Hong Kong China, Germany, United Kingdom and Europe-Other.

Sales generated from our retail business contributed 60.5% or $99.9 million of our total sales for the six months ended June 30, 2019, a decrease of 14.8% compared with 64.7% or $117.3 million in the six months ended June 30, 2018. This decrease was primarily due to a decrease in same store sales.

Total retail store square footage and sales per square foot for the six months ended June 30, 2019 and 2018 are as follows:

	2019		2018
Total store square footage		1,274,661		1,421,156
Number of stores		1,235		1,417
Average store size, square feet		1,032		1,003
Total store sales (in thousands of U.S. dollars)	$	99,919	$	117,256
Sales per square foot	$	78	$	83

Same store sales and newly opened store sales for the six months ended June 30, 2019 and 2018 are as follows:

	2019		2018
	(In thousands of U.S. dollars)
Sales from stores opened for a full year	$	77,984	$	92,898
Sales from newly opened store sales	$	7,417	$	11,728
Sales from e-commerce platform	$	6,197	$	6,989
Other*	$	8,321	$	5,641
Total	$	99,919	$	117,256

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

We remodeled or relocated 250 stores in 2018, and 39 stores during the six months ended June 30, 2019. We plan to relocate or remodel 100-150 stores in 2019. 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

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 six months ended June 30, 2019 and 2018.

									Growth
									(Decrease) in 2019
	Six months ended June 30,								Compared
	2019				2018				with 2018
	( In thousands of U.S. dollars, except for percentages )
Net Sales for Wholesale Sales	$	65,353	100.0	%	$	64,071	100.0	%		2.0	%
Raw Materials		27,685	42.3			26,724	41.7			3.6
Labor		705	1.1			781	1.2			(9.7	)
Outsourced Production Costs		24,279	37.2			23,447	36.6			3.6
Other and Overhead		113	0.2			157	0.3			(27.5	)
Total Cost of Sales for Wholesale		52,782	80.8			51,109	79.8			3.3
Gross Profit for Wholesale		12,571	19.2			12,962	20.2			(3.0	)
Net Sales for Retail		99,919	100.0			117,255	100.0			(14.8	)
Production Costs		34,286	34.3			40,055	34.2			(14.4	)
Rent		19,860	19.9			24,275	20.7			(18.2	)
Total Cost of Sales for Retail		54,146	54.2			64,330	54.9			(15.8	)
Gross Profit for Retail		45,773	45.8			52,925	45.1			(13.5	)
Total Cost of Sales		106,928	64.7			115,439	63.7			(7.4	)
Gross Profit	$	58,344	35.3	%	$	65,887	36.3	%		(11.4	)%

Raw material costs for our wholesale business were 42.3% of our total wholesale business sales in the six months ended June 30, 2019, compared with 41.7% in the six months ended June 30, 2018. The increase was mainly due to higher cost of raw materials.

Labor costs for our wholesale business were 1.1% of our total wholesale business sales in the six months ended June 30, 2019, compared with 1.2% in the six months ended June 30, 2018. The marginal decrease was mainly due to a lower number of outsourced orders in first half of 2019.

Outsourced production costs for our wholesale business were 37.2% of our total sales in the six months ended June 30, 2019, compared with 36.6% in the six months ended June 30, 2018. 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% and 0.3% of our total sales for the six months ended June 30, 2019 and 2018, respectively.

Gross profit for our wholesale business for the six months ended June 30, 2019 was $12.6 million, a 3.0% decrease compared with the six months ended June 30, 2018. As a percentage of total wholesale business sales, gross profit was 19.2% of our total wholesale business sales for the six months ended June 30, 2019, compared with 20.2% for the six months ended June 30, 2018. The decrease was mainly due to increased raw materials costs and higher average employee salaries.

Production costs for our retail business for the six months ended June 30, 2019 were $34.3 million compared with $40.1 million for the six months ended June 30, 2018. As a percentage of our total retail sales, production costs were 34.3% of our total retail sales for the six months ended June 30, 2019, compared with 34.2% for the six months ended June 30, 2018. The decrease was due to decrease in overall purchase costs.

Rent costs for our retail business for the six months ended June 30, 2019 were $19.9 million compared with $24.3 million for the six months ended June 30, 2018. As a percentage of total retail sales, rent costs were 19.9% of our total retail sales for the six months ended June 30, 2019 compared with 20.7% for the six months ended June 30, 2018. The decrease was primarily attributable to decline in number of stores.

Gross profit for our retail business for the six months ended June 30, 2019 was $45.8 million compared with $52.9 million for the six months ended June 30, 2018. Gross margin for our retail business for the six months ended June 30, 2019 was 45.8% compared with 45.1% for the six months ended June 30, 2018.

Total cost of sales for the six months ended June 30, 2019 was $106.9 million, a 7.4% decrease compared with the six months ended June 30, 2018. As a percentage of total sales, total costs were 64.7% of total sales for the six months ended June 30, 2019, compared with 63.7% for the six months ended June 30, 2018. Total gross margin for the six months ended June 30, 2019 was 35.3% compared with 36.3% for the six months ended June 30, 2018.

We purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers. For our wholesale business, purchases from our two largest suppliers represented approximately 15.7% and 16.5% of raw material purchases for the six months ended June 30, 2019 and 2018, respectively. No one supplier provided more than 10.0% of our raw material purchases for the six months ended June 30, 2019 and 2018. For our retail business, purchases from our two largest suppliers represented approximately 63.3% and 55.1% of raw material purchases for the six months ended June 30, 2019 and 2018, respectively. One supplier provided approximately 32.2% and 31.2% of our total purchases for the six months ended June 30, 2019 and 2018, respectively. 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 29.4% and 28.9% of finished goods purchases for the six months ended June 30, 2019 and 2018, respectively. No manufacturer provided more than 10% of our finished goods purchases for the six months ended June 30, 2019 and 2018. For our retail business, our five largest contract manufacturers represented approximately 23.2% and 16.4% of finished goods purchases for the six months ended June 30, 2019 and 2018, respectively. No manufacturer provided more than 10% of our finished goods purchases for the six months ended June 30, 2019 and 2018. 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

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.

	Six months ended June 30,								Increase (Decrease) in 2019 Compared
	2019				2018				to 2018
	( In thousands of U.S. dollars, except for percentages )
Gross Profit	$	58,344	35.3	%	$	65,887	36.3	%		(11.4	)%
Operating Expenses:
Selling Expenses		40,706	24.6			44,817	24.7			(9.2	)
General and Administrative Expenses		14,867	9.0			16,496	9.1			(9.9	)
Total		55,573	33.6			61,313	33.8			(9.4	)
Income from Operations	$	2,771	1.7	%	$	4,574	2.5	%		(39.4	)%

Selling expenses for the six months ended June 30, 2019 were $40.7 million, a 9.2% decrease compared with the six months ended June 30, 2018. The decrease was attributable to the marketing expenses associated with the promotion of the retail brand.

General and administrative expenses for the six months ended June 30, 2019 were $14.9 million a 9.9% decrease compared with the six months ended June 30, 2018. As a percentage of total sales, general and administrative expenses accounted for 9.0% of total sales for the six months ended June 30, 2019, compared with 9.1% of total sales for the six months ended June 30, 2018. The decrease was attributable to the decline in number of stores.

Income from Operations

Income from operations for the six months ended June 30, 2019 was $2.8 million, a 39.4% decrease from $4.6 million for the six months ended June 30, 2018. This decrease was due to increased expenses.

Interest Expense

Interest expense was $0.8 million and $0.9 million for the six months ended June 30, 2019 and 2018, respectively. The decrease was due to the decreased bank loans.

Income Tax Expense

Income tax expense for the six months ended June 30, 2019 was $2.3 million, an 11.7% increase compared to the same period of 2018. The increase was primarily due to deferred tax asset valuation allowance which resulted in a slightly higher income tax expense.

Net Income

Net income for the six months ended June 30, 2019 was $1.3 million, a decrease of 60.1% compared with the same period in 2018. Basic and diluted earnings per share were $0.09 and $0.24 for the six months ended June 30, 2019 and 2018, respectively.

Summary of Cash Flows

Summary cash flows information for the six months ended June 30, 2019 and 2018 is as follows:

	2019			2018
	(In thousands of U.S. dollars)
Net cash used in operating activities	$	(9,785	)	$	(10,655	)
Net cash used in investing activities	$	(4,082	)	$	(6,295	)
Net cash used in financing activities	$	(889	)	$	(8,600	)

Net cash used in operating activities was $9.8 million for the six months ended June 30, 2019, compared with $10.7 million net cash used in operating activities during the six months ended June 30, 2018. The decrease was primarily due to decrease in inventory and decrease in accounts receivable.

Net cash used in investing activities was $4.1 million for the six months ended June 30, 2019, compared with $6.3 million used during the six months ended June 30, 2018. This decrease was mainly due to the decreased in purchase of property and equipment and remodeling expenditure in 2019.

Net cash used in financing activities was $0.9 million for the six months ended June 30, 2019, compared with $8.6 million net cash provided during the six months ended June 30, 2018. During the six months ended June 30, 2019, we repaid $19.9 million of bank loans and received bank loan proceeds of $16.3 million. Also, under the counter-guarantee agreement, we received $8.1 million from and $5.5 million paid to the related party during the six months ended June 30, 2019.

Liquidity and Capital Resources

As of June 30, 2019, we had cash and cash equivalents of $34.5 million, other current assets of $146.5 million and current liabilities of $138.4 million. We presently finance our operations primarily from cash flows from operations and borrowings from banks, and we anticipate that these will continue to be our primary source of funds to finance our short-term cash needs.

Bank Loans

In August 2018, Ever-Glory Apparel entered into a line of credit agreement for approximately $8.7 million (RMB60.0 million) with Nanjing Bank and guaranteed by Jiangsu Ever-Glory, Mr. Kang and Goldenway. As of June 30, 2019, Ever-Glory Apparel had borrowed $5.8 million (RMB40.0 million) from Nanjing Bank with an annual interest rates 5.0% and due on variable dates from September 2019 to June 2020. As of June 30, 2019, approximately $2.9 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

Forward foreign exchange contracts

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.

Uses of Liquidity

Our cash requirements for the next year 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 year. 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 June 30, 2019, we had access to approximately $53.4 million in lines of credit, of which approximately $27.4 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 less 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 and its equity investee, Nanjing Knitting, under agreements executed between the Company, Jiangsu Ever-Glory, Nanjing Knitting, and the banks. The maximum aggregate lines of credit and available borrowings was approximately $33.5 million (RMB 230.0 million) and approximately $7.3 million (RMB 50.0 million) was provided to Jiangsu Ever-Glory as the counter guarantee as of June 30, 2019.

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 June 30, 2019, the market foreign exchange rate had increased to RMB 6.87 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, Haian Taixin, 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 six months ended June 30, 2019 and 2018 was ($2.49) million, $1.49 million, ($6.09) million and ($2.07) 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 2A.

RISK FACTORS

Changes to United States tax, tariff and import/export regulations may have a negative effect on global economic conditions, financial markets and our business.

The current political climate has introduced greater uncertainty with respect to trade policies, tariffs and government regulations affecting trade between the U.S. and other countries, especially to trade between U.S. and China. Our products are sold to many countries including the U.S. Major developments in tax policy or trade relations, such as the disallowance of tax deductions for imported products or the imposition of unilateral tariffs on imported products, could have a material adverse effect on our business, results of operations and liquidity.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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 its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Disclosure Controls . In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Evaluation of Disclosure Controls and Procedures . Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures for the period ended June 30, 2019. 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 operating effectively.

Changes in Internal Control Over Financial Reporting

Other than described above, during the second quarter of 2019, 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.

PART II. OTHER INFORMATION

Securities Authorized for Issuance under Equity Incentive Plans

The following table presents information regarding equity instruments outstanding under our 2014 Equity Incentive Plan as of June 30, 2019:

	Equity Incentive Plan Information
	Number of Securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)		(b)		(c)
Equity incentive plans approved by security holders		-	$	-		1,500,000
Total		-	$	-		1,500,000

The following exhibits are filed herewith:

Exhibit No.		Description

3.1		Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-KSB, filed March 29, 2006);

3.2		Articles of Amendment as filed with the Department of State of Florida, effective November 20, 2007 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed November 29, 2007);

3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of our Current Report Form 8-K filed on April 22, 2008);

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

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.

August 13, 2019	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)