UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 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 pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ 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 November 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 September 30, 2019 and December 31, 2018 (unaudited) 1
     
  Condensed Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2019 and 2018 (unaudited) 2
     
  Condensed Consolidated Statements of Equity for The Three and Nine Months Ended September 30, 2019 and 2018 (unaudited) 3
     
  Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 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 19
     
Item 3.   Quantitative and Qualitative Disclosures About Market Risk 35
     
Item 4.   Controls and Procedures 35
     
PART II.  OTHER INFORMATION  36
     
Item 1.  Legal Proceedings  36
     
Item 1A. Risk Factors  36
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  36
     
Item 3. Defaults Upon Senior Securities  36
     
Item 4. Mine Safety Disclosure  36
     
Item 5. Other Information  36
     
Item 6.  Exhibits  37
     
SIGNATURES 38

  

i

 

 

Cautionary Note Regarding Forward-Looking Statements

 

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

 

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

 

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

 

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

  

ii

 

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

AS OF SEPTEMBER 30, 2019 AND DECEMBER 31, 2018 (UNAUDITED)

 

    2019     2018  
ASSETS            
CURRENT ASSETS            
Cash and cash equivalents   $ 45,837     $ 47,012  
Accounts receivable, net     83,863       86,527  
Inventories     65,288       65,929  
Advances on inventory purchases     9,358       6,420  
Value added tax receivable     3,799       2,580  
Other receivables and prepaid expenses     7,563       10,204  
Amounts due from related parties     123       192  
Total Current Assets     215,831       218,864  
                 
NONCURRENT ASSETS                
Intangible assets, net     4,711       4,962  
Property and equipment, net     27,615       28,445  
Operating lease right-of-use assets     35,226       -  
Deferred tax assets     1,862       -  
Total Non-Current Assets     69,414       33,407  
TOTAL ASSETS   $ 285,245     $ 252,271  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
CURRENT LIABILITIES                
Bank loans   $ 35,492     $ 29,497  
Accounts payable     77,172       78,412  
Accounts payable and other payables – related parties     4,355       4,756  
Other payables and accrued liabilities     15,230       21,958  
Value added and other taxes payable     530       2,569  
Income tax payable     2,249       1,569  
Current operating lease liabilities     26,757       -  
Total Current Liabilities     161,785       138,761  
                 
NONCURRENT LIABILITIES                
Deferred tax liabilities     -       354  
Non-current operating lease liabilities     8,504       -  
TOTAL LIABILITIES     170,289       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, 14,801,770 and 14,798,198 shares issued and outstanding As of September 30, 2019 and December 31, 2018, respectively)     15       15  
Additional paid-in capital     3,640       3,627  
Retained earnings     106,173       105,914  
Statutory reserve     19,083       19,083  
Accumulated other comprehensive income     (5,822 )     (3,578 )
Amounts due from related party     (6,648 )     (10,354 )
Total equity attributable to stockholders of the Company     116,441       114,707  
Noncontrolling interest     (1,485 )     (1,551 )
Total Equity     114,956       113,156  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 285,245     $ 252,271  

 

See the accompanying notes to the condensed consolidated financial statements.

  

1

 

 

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES CONDENSED

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018 (UNAUDITED)

 

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2019     2018     2019     2018  
NET SALES   $ 113,326     $ 125,480     $ 278,598     $ 306,806  
COST OF SALES     88,967       95,419       195,895       210,858  
                                 
GROSS PROFIT     24,359       30,061       82,703       95,948  
                                 
OPERATING EXPENSES                                
Selling expenses     17,944       17,588       58,651       62,405  
General and administrative expenses     7,584       8,519       22,450       25,015  
Total Operating Expenses     25,528       26,107       81,101       87,420  
                                 
(LOSS)INCOME FROM OPERATIONS     (1,169 )     3,954       1,602       8,528  
                                 
OTHER INCOME (EXPENSES)                                
Interest income     215       307       699       1,003  
Interest expense     (265 )     (278 )     (1,036 )     (1,202 )
Other income     502       101       1,616       1,102  
Total Other Income, Net     452       130       1,279       903  
                                 
(LOSS) INCOME BEFORE INCOME TAX EXPENSE     (717 )     4,084       2,881       9,431  
Income tax expense     (387 )     (908 )     (2,667 )     (2,949 )
                                 
NET (LOSS) INCOME     (1,104 )     3,176       214     6,482  
                                 
Net loss attributable to the non-controlling interest     28       140       46       425  
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY     (1,076 )     3,316       260     6,907  
                                 
NET (LOSS) INCOME   $ (1,104 )   $ 3,176     $ 214   $ 6,482  
                                 
Foreign currency translation (loss) gain     (3,729 )     (3,674 )     (2,244 )     (5,742 )
Unrealized loss of derivative contracts designated as cash flow hedge     -       (614 )     -       (1,083 )
COMPREHENSIVE (LOSS) INCOME     (4,833 )     (1,112 )     (2,030 )     (343 )
                                 
Comprehensive (loss) income attributable to the non-controlling interest     15       57       67       366  
COMPREHENSIVE (LOSS) INCOME  ATTRIBUTABLE TO THE COMPANY   $ (4,818 )   $ (1,055 )   $ (1,963 )   $ 23  
                                 
EARNINGS PER SHARE ATTRIBUTABLE TO THE COMPANY’S STOCKHOLDERS                                
Basic and diluted   $ (0.07 )   $ 0.22     $ 0.02   $ 0.47  
Weighted average number of shares outstanding Basic and diluted     14,801,770       14,798,198       14,801,770       14,796,527  

 

See the accompanying notes to the condensed consolidated financial statements.

 

2

 

 

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 NINE MONTHS ENDED SEPTEMBER 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  
Stock issued for compensation     1,630       0.002       5                                       5               5  
                                                                                 
Net income (loss)                             (1,076 )                             (1,076 )     (28 )     (1,104 )
Net cash advanced to related party under counter guarantee agreement                                                     1,215       1,215               1,215  
Foreign currency translation loss                                             (3,729 )             (3,729 )     43       (3,686 )
Balance at September 30, 2019     14,801,770     $ 15     $ 3,640     $ 106,173     $ 19,083     $ (5,822 )   $ (6,648 )   $ 116,441       (1,485 )   $ 114,956  

 

          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     -       -       -       -       -       -       (8,479 )     (8,479 )     -       (8,479 )
Foreign currency translation gain(loss)                                             4,023       -       4,023       (42 )     3,981  
Balance at March 31, 2018     14,795,992       15       3,620       96,010       17,794       6,608       (23,928 )     100,119       (1,332 )     98,787  
Net income (loss)                             2,776                               2,776       (57 )     2,719  
Net cash advanced to related party under counter guarantee agreement                                                     2,339       2,339               2,339  
Foreign currency translation loss                                             (6,656 )             (6,656 )     70       (6,586 )
Balance at June 30, 2018     14,795,992     $ 15     $ 3,620     $ 98,786     $ 17,794     $ (48 )   $ (21,589 )   $ 98,578       (1,319 )   $ 97,259  
Stock issued for compensation     2,206               7                                       7               7  
Net income (loss)                             3,316                               3,316       (140 )     3,176  
Net cash advanced to related party under counter guarantee agreement                                                     1,337       1,337               1,337  
reign currency translation loss                                             (4,192 )             (4,192 )     31       (4,161 )
Balance at September 30, 2018     14,798,198     $ 15     $ 3,627     $ 102,102     $ 17,794     $ (4,240 )   $ (20,252 )   $ 99,046       (1,428 )   $ 97,618  

 

See the accompanying notes to the condensed consolidated financial statements.

 

3

 

 

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

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

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018 (UNAUDITED)

 

    2019     2018  
CASH FLOWS FROM OPERATING ACTIVITIES            
Net income   $ 214   $ 6,482  
Adjustments to reconcile net income to cash provided by operating activities:                
Depreciation and amortization     6,824       6,523  
Loss from sale of property and equipment     16       102  
Provision of bad debt allowance     820       -  
Provision for obsolete inventories     3,846       2,697  
Deferred income tax     (2,388 )     (1,706 )
Stock-based compensation     12       7  
Changes in operating assets and liabilities                
Accounts receivable     312       (15,012 )
Inventories     (4,979 )     (32,831 )
Value added tax receivable     (281 )     430  
Other receivables and prepaid expenses     3,738       (19,792 )
Advances on inventory purchases     (3,214 )     (8,199 )
Amounts due from related parties     16       4  
Accounts payable     6,253       29,547  
Accounts payable and other payables- related parties     (692 )     153  
Other payables and accrued liabilities     (10,594 )     14,054  
Value added and other taxes payable     (4,120 )     (3,892 )
Income tax payable     746       311  
Net cash used in operating activities     (3,471 )     (21,122 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchases of property and equipment     (6,555 )     (9,144 )
Net cash used in investing activities     (6,555 )     (9,144 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from bank loans     42,570       39,872  
Repayment of bank loans     (35,620 )     (40,225 )
Repayment of loans from related party     10,692       3,232  
Advances to related party     (6,755 )     (8,183 )
Net cash used in financing activities     10,887       (5,304 )
                 
EFFECT OF EXCHANGE RATE CHANGES ON CASH     (650 )     (2,827 )
                 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH     211     (38,397 )
                 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD     47,012       62,876  
                 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD   $ 47,223     $ 24,479  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
                 
Cash paid during the period for:                
Interest   $ 1,036     $ 1,202  
Income taxes   $ 4,196     $ 4,427  

 

See the accompanying notes to the condensed consolidated financial statements.

 

4

 

 

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 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 subsidiary. 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 September 30, 2019, the condensed consolidated statements of income and comprehensive income (loss) and condensed consolidated statements of equity for the three and nine months ended September 30, 2019 and 2018, and cash flows for the nine months ended September 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 nine months ended September 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. 

  

5

 

 

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.

 

6

 

 

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 September 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 September 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.

 

7

 

 

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.

 

Income Taxes

 

ASC 740 states “Deferred tax assets are recognized in full and then reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be recognized.” A deferred tax asset is a tax reduction whose recognition is delayed due to deductible temporary differences and loss carryforwards. This can result in a change in taxes payable or refundable in future periods. A business should create a valuation allowance for a deferred tax asset if there is a more than 50% probability that the company will not realize some portion of the asset. Any changes to this allowance are to be recorded within income from continuing operations on the income statement. The need for a valuation allowance is especially likely if a business has a history of letting various loss carryforwards expire unused, or it expects to incur losses in the next few years.

  

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.

 

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. 

   

8

 

 

NOTE 3 INVENTORIES

 

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

 

    September 30,
2019
    December 31,
2018
 
    (In thousands of
U.S. Dollars)
 
Raw materials   $ 995     $ 6,805  
Work-in-progress     13,542       3,308  
Finished goods     50,751       55,816  
Total inventories   $ 65,288     $ 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 September 30, 2019 and December 31, 2018.

 

    September 30,
2019
    December 31,
2018
 
Bank   (In thousands of
U.S. Dollars)
 
Industrial and Commercial Bank of China   $ 18,382     $ 14,540  
Nanjing Bank     9,191       5,089  
China Minsheng Bank     2,828       2,908  
Bank of Communications     2,814       2,893  
Shanghai Pudong Development Bank     -       2,613  
China Everbright Bank     -       1,454  
HSBC     2,277       -  
    $ 35,492     $ 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 $8.5 million (RMB60.0 million). These loans are collateralized by the Company’s property and equipment. As of September 30, 2019, Goldenway had borrowed $5.7 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 September 30, 2019, approximately $2.8 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 $14.1 million (RMB100.0 million) with Industrial and Commercial Bank of China and collateralized by assets of Jiangsu Ever-Glory’s equity investee, Nanjing Knitting, under a collateral agreement executed among Ever-Glory Apparel, Nanjing Knitting and the bank. As of September 30, 2019, Ever-Glory Apparel had borrowed $12.7 million (RMB 90.0 million) under this line of credit with annual interest rates ranging from 4.57% to 4.70% and due on various dates from October 2019 to May 2020. As of September 30, 2019, approximately $1.4 million was unused and available under this line of credit.

   

9

 

 

In August 2018, Goldenway entered into a line of credit agreement with Nanjing Bank, which allows the Company to borrow up to approximately $7.1 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 September 30, 2019, approximately $7.1 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 $8.5 million (RMB60.0 million) with Nanjing Bank and guaranteed by Jiangsu Ever-Glory, Mr. Kang and Goldenway. As of September 30, 2019, Ever-Glory Apparel had borrowed $7.1 million (RMB50.0 million) from Nanjing Bank with an annual interest rate 5.0% and due on various dates from December 2019 to June 2020. As of September 30, 2019, approximately $1.4 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 $2.8 million (RMB20.0 million). The line of credit is guaranteed by Mr. Kang and Goldenway. As of September 30, 2019, LA GO GO had borrowed $2.1 million (RMB15.0 million) from Nanjing Bank with an annual interest rate 5.2% and due on June 2020. As of September 30, 2019, approximately $0.7 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 $2.8 million (RMB20.0 million) with China Minsheng Bank and guaranteed by Ever-Glory Apparel and Mr. Kang. As of September 30, 2019, LA GO GO had borrowed $2.8 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 $2.8 million (RMB19.9 million) with the Bank of Communications and guaranteed by Jiangsu Ever-Glory, Ever-Glory Apparel and Jiangsu LAGOGO. As of September 30, 2019, LA GO GO had borrowed $2.8 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 $2.8 million (RMB20.0 million) with the Shanghai Pudong Development Bank and guaranteed by Goldenway. As of September 30, 2019, approximately $2.8 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 September 2019, Ever-Glory Apparel had collateralized approximately $2.3 million of accounts receivable from our wholesale customers. These bank loans are to be repaid upon receipt of payments from customers. As of September 30, 2019, approximately $0.2 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 $1.0 million and $1.2 million for the nine months ended September 30, 2019 and 2018, respectively, and $0.2 million and $0.2 million for the three months ended September 30, 2019 and 2018, respectively.

 

NOTE 5 Derivative Financial Instruments

 

Foreign currency swap contracts

 

During 2018, the Company had entered into four foreign currency swap contracts with three banks. Due to the increased demand of effective control on financial management for daily operations, Ever-Glory Apparel had entered into different foreign currency swap contracts to exchange $6.0 million for equivalent RMB with Bank of China in May, entered into a foreign currency swap contract to exchange $3.0 million for equivalent RMB with Industrial and Commercial Bank of China in June and entered into a foreign currency swap contract to exchange $6.0 million and $4.0 million for equivalent RMB with Shanghai Pudong Development Bank in July. The terms of the three foreign currency contracts are both six months and the contract of $4.0 million with Shanghai Pudong Development Bank is three months. Ever-Glory Apparel and the banks swapped two currencies by same pre-determined exchange rate at the beginning and end of the contracts. During the period, the Company pays annual interest of 1.43% for the RMB received and receives 0 interest for the USD exchanged with the Bank of China and Industrial and Commercial Bank of China. The company pays annual interest of 0.98% for the RMB received and receives 0.0001% interest for the USD exchanged with Shanghai Pudong Development Bank. If the Company failed to execute the exchange at the expiration of contracts, the banks would sell the USD at the market rate then the difference in RMB will be converted into bank loan for the Company. As of December 31, 2018, the fair value of principal amounts are included in other receivable ($4.0 million plus unrealized gain) and other payables (equivalent RMB payables) in the consolidated balance sheets, and unrealized gain of $0.2 million for the year ended December 31, 2018 is recognized in the income from operations.

 

10

 

 

In September 2019, Ever-Glory Apparel entered into a 15-day foreign currency swap contract with Industrial and Commercial Bank of China. The Company agreed to exchanged $4.9 million for EUR on September 26 and then to re-exchange these currencies on the swap maturity date of October 8, 2019. As of September 30, 2019, the unrealized foreign currency exchange gain of the asset was $2.6 thousands. The final realized gain is $4.1 thousands in October 2019.

 

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. At December 31, 2018, the Company did not have any outstanding derivative contracts.

 

As of September 30, 2019, the Company had one outstanding forward foreign exchange contracts (sell USD dollars for RMB), with total notional amount of $8.0 million. The unrealized gain of this contract at September 30, 2019 was $58.6 thousands. 

 

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 with fixed payments for land-use-rights, warehouses and logistics centers, flagship stores, and leases with variable payments for stores within shopping malls (“shopping mall stores”) in the PRC, which are classified as operating leases. 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.

 

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 lease term for shopping mall stores is commonly one year with options to extend or renew, and the rent is predetermined with a percentage of sales. The Company estimates the next 12 months rent for the shopping mall stores by annualizing current period rent calculated with the percentage of sales. Thus, the ROU assets and lease liabilities may vary significantly at different period ends.

 

In the nine months ended September 30, 2019, the costs of the leases recognized in cost of revenues and general administrative expenses are $5.9 and $0.6 million, respectively. Cash paid for the operating leases including in the operating cash flows was $6.5 million. As of September 30, 2019, the Company has $35.2 million of right-of-use assets, $26.8 million in current operating lease liabilities and $8.4 million in non-current operating lease liabilities as of September 30, 2019.

 

11

 

 

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 assets and liabilities 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 (loss) for the three and nine months ended September 30, 2019 and 2018 was taxable in the following jurisdictions:

  

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2019     2018     2019     2018  
    (In thousands of U.S. Dollars)  
PRC   $ (714 )   $ 4,084     $ 2,891     $ 9,445  
Others     (3 )     -       (10 )     (14 )
    $ (717 )   $ 4,084     $ 2,881     $ 9,431  

 

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

 

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2019     2018     2019     2018  
PRC statutory rate     25.0 %     25.0 %     25.0 %     25.0 %
Net operating losses     0.2       18.5       78.0       8.1  
Other     (79.1 )     (21.3 )     (10.5 )     (1.8 )
Effective income tax rate     (53.9 )%     22.2 %     92.5 %     31.3 %

 

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

  

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2019     2018     2019     2018  
Current   $ 387     $ 1,853     $ 2,377     $ 4,737  
Deferred     -       (945 )     290       (1,788 )
Income tax expense   $ 387     $ 908     $ 2,667     $ 2,949  

 

12

 

 

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 $104.3 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 nine months ended September 30, 2019.

   

NOTE 8 EARNINGS PER SHARE

 

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

  

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2019     2018     2019     2018  
Weighted average number of common shares – Basic and diluted     14,801,770       14,798,198       14,801,770       14,796,527  
Earnings per share – Basic and diluted   $ (0.07 )   $ 0.22     $ 0.02   $ 0.47  

  

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. 

 

On July 26, 2019, the Company issued 1,630 shares of Company’s common stock to two of the Company’s independent directors as compensation for their services rendered during the first and second quarter of 2019. The shares issued in 2019 were valued at $3.04 per share, which was the average market price of the common stock for the five days before the grant date. 

 

13

 

 

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 nine months ended September 30, 2019 and 2018, the Company received $10,868, $56,523, $17,961 and $69,502 from the customers and paid $10,935, $50,021, $18,077 and $57,395 to Wubijia through the consignment, respectively. The net income (loss) of ($67), $6,503, ($117) and $12,106 was recorded as other income (expenses) during the three and nine months ended September 30, 2019 and 2018, respectively.  

  

Other expenses due to Related Parties

 

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

  

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2019     2018     2019     2018  
    (In thousands of U.S. Dollars)  
Chuzhou Huarui     52       48       140       157  
Kunshan Enjin     22       11       66       38  
Total   $ 74     $ 59     $ 206     $ 195  

 

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

 

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

 

    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2019     2018     2019     2018  
    (In thousands of U.S. Dollars)  
Chuzhou Huarui   $ 1,197     $ 653     $ 4,664     $ 2,526  
Fengyang Huarui     1,071       911       1,619       1,962  
Nanjing Ever-Kyowa     342       392       1,097       1,067  
Ever-Glory Vietnam     4,689       6,754       9,737       11,928  
Nanjing Knitting     339       -       939       -  
EsCeLav     28       10       129       31  
Jiangsu Ever-Glory     345       664       815       685  
    $ 8,011     $ 9,384     $ 19,000     $ 18,199  

  

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Accounts Payable – Related Parties

 

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

 

    2019     2018  
    (In thousands of
U.S. Dollars)
 
Ever-Glory Vietnam   $ 1,920       1,863  
Fengyang Huarui     388       622  
Nanjing Ever-Kyowa     279       580  
Chuzhou Huarui     1,142       888  
Nanjing Knitting     146       171  
Jiangsu Ever-Glory     480       632  
Total   $ 4,355     $ 4,756  

 

Amounts Due From Related Parties-current assets

 

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

 

    2019     2018  
    (In thousands of
U.S. Dollars)
 
Jiangsu Ever-Glory   $ 123     $ 122  
Esc’elav     -       70  
Total   $ 123     $ 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 nine months ended September 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 $0.8 million, $0.8 million, $0.4 million and $0.7 million during the three and nine months period ended September 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 million, $0.1 million, $0.3 million and $0.4 million during the three and nine months ended September 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 September 30, 2019 and December 31, 2018, Jiangsu Ever-Glory has provided guarantees for approximately $32.5 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 $29.1 million (RMB 205.5 million) and $29.9 million (RMB 205.5 million) as of September 30, 2019 and December 31, 2018, respectively. Mr. Kang has also provided a personal guarantee for $16.4 million (RMB 117.7 million) and $14.5 million (RMB 100.0 million) as of September 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 nine months ended September 30, 2019, an additional $6.8 million (RMB 46.3 million) was provided to and $10.7 million (RMB 73.3 million) was received from Jiangsu Ever-Glory under the counter-guarantee. As of September 30, 2019, the amount of the counter-guarantee was $5.8 million (RMB 41.3 million) (the difference represents currency exchange adjustment of $0.1 million), which was 17.9% of the aggregate amount of lines of credit. The increase of the percentage in this quarter was mainly due to China’s credit tightening policy. Obtaining bank loan requires a higher guarantee deposit in this quarter. This amount plus accrued interest of $0.6 million have been classified as a reduction of equity, consistent with the guidance of SEC Staff Accounting Bulletins 4E and 4G. At September 30, 2019 and December 31, 2018, the amount classified as a reduction of equity was $6.6 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 nine months ended September 30, 2019 and 2018 was approximately $0.05 million, $0.2 million, $0.3 million and $1.0 million, respectively.

 

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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 September 30, 2019 and December 31, 2018 was $4.5 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 nine months ended September 30, 2019, the Company had one wholesale customer that represented approximately 17%of the Company’s revenues. For the three months ended September 30, 2019, the Company had one wholesale customer that represented approximately 10% of the Company’s revenues. For the nine-months ended September 30, 2018, the Company had two wholesale customers that represented more than 11% and 12% of the Company’s revenues. For the three-month period ended September 30, 2018, the Company had two wholesale customers that represented approximately 7% and 7% of the Company’s revenues.

 

For the 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 nine months ended September 30, 2019 and 2018.

 

For the retail business, the Company relied on four raw material suppliers that represented approximately 28%, 27%, 18% and 15% of raw material purchases during the nine months ended September 30, 2019. For the Company’s retail business, the Company had two suppliers that represented approximately 22% and 19% of raw materials purchases during the three months ended September 30, 2018.

  

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 nine months ended September 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 nine months ended September 30, 2019 and 2018.

 

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

 

    Three months ended
September 30,
    Nine months ended
September 30,
 
    2019     2018     2019     2018  
    (In thousands of U.S. Dollars)  
The People’s Republic of China   $ 23,241     $ 25,853     $ 40,486     $ 39,195  
Hong Kong China     14,574       18,427       22,291       30,982  
Germany     981       2,750       2,708       5,515  
United Kingdom     10,555       8,254       13,393       13,353  
Europe-Other     12,523       19,707       21,977       29,993  
Japan     10,056       2,371       16,304       6,689  
United States     9,807       8,321       29,931       24,026  
Total wholesale business     81,737       85,683       147,090       149,753  
Retail business     31,589       39,797       131,508       157,053  
Total   $ 113,326     $ 125,480     $ 278,598     $ 306,806  

 

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NOTE 12 SEGMENTS

 

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

 

(a) Wholesale segment

  

(b) Retail segment

 

    Wholesale
segment
    Retail
segment
    Total  
    (In thousands of U.S. Dollars)  
Nine months ended September 30, 2019      
Segment profit or loss:                  
Net revenue from external customers   $ 147,090       131,508       278,598  
Income from operations   $ 6,925       (5,323 )     1,602  
Interest income   $ 673       26       699  
Interest expense   $ 775       261       1,036  
Depreciation and amortization   $ 1,179       5,645       6,824  
Income tax expense   $ 1,617       1,050       2,667  
Segment assets:                        
Additions to property, plant and equipment     1,069       5,486       6,555  
Total assets     114,789       170,456       285,245  
                         
Nine months ended September 30, 2018                        
Segment profit or loss:                        
Net revenue from external customers   $ 149,753       157,053       306,806  
Income from operations   $ 6,935       1,593       8,528  
Interest income   $ 968       35       1,003  
Interest expense   $ 976       226       1,202  
Depreciation and amortization   $ 834       5,689       6,523  
Income tax expense   $ 1,800       1,149       2,949  
Segment assets:                        
Additions to property, plant and equipment     1,322       7,822       9,144  
Total assets     121,951       150,334       272,285  

 

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    Wholesale
segment
    Retail
segment
    Total  
    (In thousands of U.S. Dollars)  
Three months ended September 30, 2019      
Segment profit or loss:                  
Net revenue from external customers   $ 81,737       31,589       113,326  
Income from operations   $ 4,551       (5,720 )     (1,169 )
Interest income   $ 206       9       215  
Interest expense   $ 203       62       265  
Depreciation and amortization   $ 706       1,628       2,334  
Income tax expense   $ 143       244       388  
                         
Three months ended September 30, 2018                        
Segment profit or loss:                        
Net revenue from external customers   $ 85,683       39,797       125,480  
Income from operations   $ 4,302       (348 )     3,954  
Interest income   $ 304       3       307  
Interest expense   $ 194       84       278  
Depreciation and amortization   $ 233       1,387       1,620  
Income tax expense   $ 1,085       (177 )     908  

 

NOTE 13 COMMITMENT AND CONTINGENCIES

 

On March 2019, Shanghai La Go Go Fashion Company Limited (“LA GO GO”) filed a complaint against Shanghai Chijing Investment Management Co., Ltd. (“Shanghai Chijing”) for unpaid rent of RMB2.45 million ($0.36 million) in the Shanghai People’s Court (the “Court”). On July 2019, Shanghai Chijing filed a counterclaim against LA GO GO for RMB15.38 million ($2.17 million), alleging that LA GO GO had not fulfilled its corresponding obligations as a landlord. As a result, the Court has frozen the bank accounts of both Shanghai Chijing and LA GO GO. As of September 30, 2019, a total balance of RMB9.79 million ($1.4 million) was frozen in the bank accounts of LA GO GO. LA GO GO believes that Shanghai Chijing’s counterclaim is frivolous and without merit, and intends to rigorously defend against the counterclaim. As of September 30, 2019, the company had booked this restricted cash in other receivables.

 

NOTE 14 SUBSEQUENT EVENTS

 

The Company has performed an evaluation of subsequent events through the time of filing this quarterly report on Form 10-Q with the SEC. During this period the Company did not have any additional material recognizable subsequent events.

 

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

 

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 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”).

 

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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 September 30, 2019, we had 1,157 stores (including store-in-stores), including 77 stores were opened and 301 stores were closed during the nine months ended September 30, 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.

 

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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

 

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;

 

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  (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.

 

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

 

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.

 

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.

 

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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.

  

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

 

The following table summarizes our results of operations for the three months ended September 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 September 30,  
    2019     2018  
    (In thousands of U.S. dollars, except for percentages)  
Sales   $ 113,326       100.0 %   $ 125,480       100.0 %
Gross Profit   $ 24,359       21.5 %   $ 30,061       24.0 %
Operating Expense   $ 25,528       22.5 %   $ 26,107       20.8 %
Income From Operations   $ (1,169 )     (1.0 )%   $ 3,954       3.2 %
Other Income (Expenses)   $ 452       0.4 %   $ 130       0.1 %
Income tax expense   $ 387       0.3 %   $ 908       0.7 %
Net Income   $ (1,104 )     (1.0 )%   $ 3,176       2.5 %

 

Revenue

 

The following table sets forth a breakdown of our total sales, by region, for the three months ended September 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   $ 23,241       20.4 %   $ 25,853       20.6 %     (10.1 )%
Hong Kong China     14,574       12.8       18,427       14.7       (20.9 )
Germany     981       0.9       2,750       2.2       (64.3 )
United Kingdom     10,555       9.3       8,254       6.6       27.9  
Europe-Other     12,523       11.1       19,707       15.7       (36.5 )
Japan     10,056       8.9       2,371       1.9       324.1  
United States     9,807       8.7       8,321       6.6       17.9  
Total Wholesale business     81,737       72.1       85,683       68.3       (4.6 )
Retail business     31,589       27.9       39,797       31.7       (20.6 )
Total sales   $ 113,326       100.0 %   $ 125,480       100.0 %     (9.7 )%

 

23

 

 

Sales for the three months ended September 30, 2019 were $113.3 million, a 9.7% decrease compared with the three months ended September 30, 2018. This decrease was primarily attributable to a 4.6% decrease in sales in our wholesale business and a 20.6% decrease in our retail business.

 

Sales generated from our wholesale business contributed 72.1% or $81.7 million of our total sales for the three months ended September 30, 2019, a 4.6% decrease compared with 68.3% or $85.7 million in the three months ended September 30, 2018. This decrease was primarily attributable to a decrease in sales in Mainland China, Hong Kong, Germany, Europe-Other,  Japan and United States partially offset by an increase in sales in United Kingdom.

 

Sales generated from our retail business contributed 27.9% or $31.6 million of our total sales for the three months ended September 30, 2019, a 20.6% decrease compared with 31.7% or $39.8 million in the three months ended September 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 September 30, 2019 and 2018.  

 

                            Growth  
                            (Decrease) in
2019
 
    Three months ended September 30,     Compared  
    2019     2018     with 2018  
    (In thousands of U.S. dollars, except for percentages)        
Net Sales for Wholesale Sales   $ 81,737       100.0 %   $ 85,683       100.0 %     (4.6 )%
Raw Materials     39,488       48.3       40,745       47.4       (3.1 )
Labor     635       0.8       1,159       1.4       (45.2 )
Outsourced Production Costs     31,176       38.1       33,401       39.0       (6.7 )
Other and Overhead     181       0.2       138       0.2       31.4  
Total Cost of Sales for Wholesale     71,480       87.4       75,443       88.0       (5.3 )
Gross Profit for Wholesale     10,257       12.6       10,240       12.0       0.2  
Net Sales for Retail     31,589       100.0       39,797       100.0       (20.6 )
Production Costs     12,765       40.4       11,677       29.3       9.3  
Rent     4,722       14.9       8,300       20.9       (43.1 )
Total Cost of Sales for Retail     17,487       55.3       19,976       50.2       (12.5 )
Gross Profit for Retail     14,102       44.7       19,821       49.8       (28.9 )
Total Cost of Sales     88,967       78.5       95,420       76.0       (6.8 )
Gross Profit   $ 24,359       21.5 %   $ 30,061       24.0 %     (19.0 )%

 

Raw material costs for our wholesale business were 48.3% of our total wholesale business sales in the three months ended September 30, 2019, compared with 47.4% in the three months ended September 30, 2018. The increase was mainly due to higher raw materials prices.

 

24

 

 

Labor costs for our wholesale business were 0.8% of our total wholesale business sales in the three months ended September 30, 2019, compared with 1.4% in the three months ended September 30, 2018. The marginal decrease was mainly due to higher number of outsourced orders in 2019.

 

Outsourced production costs for our wholesale business for the three months ended September 30, 2019 decreased 6.7% to $31.2 million from $33.4 million for the three months ended September 30, 2018. Outsourced production costs accounted for 38.1% of our total wholesale business sales in the three months ended September 30, 2019, a 6.7% decrease from the three months ended September 30, 2018. This decrease in percentage was primarily attributable to increased outsourced orders to our related entities in Vietnam, which have lower labor costs compared to orders outsourced to Chinese factories.

 

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

 

Wholesale business gross profit for the three months ended September 30, 2019 was $10.3 million compared with $10.2 million for the three months ended September 30, 2018. Gross profit accounted for 12.6% of our total wholesale sales for the three months ended September 30, 2019, compared with 12.0% for the three months ended September 30, 2018. The increase was mainly due to a decrease in raw material costs.

 

Production costs for our retail business were $12.8 million for the three months ended September 30, 2019 compared with $11.7 million during the three months ended September 30, 2018. Retail production costs accounted for 40.4% of our total retail sales in the three months ended September 30, 2019, compared with 29.3% for the three months ended September 30, 2018. The increase was due to increase in overall purchase costs. 

 

Rent costs for our retail business for the three months ended September 30, 2019 were $4.7 million compared with $8.3 million for the three months ended September 30, 2018. Rent costs for our retail business accounted for 14.9% of our total retail sales for the three months ended September 30, 2019, compared with 20.9% for the three months ended September 30, 2018. The decrease was primarily attributable to the decline in number of stores and the decreased of sales.

  

Gross profit in our retail business for the three months ended September 30, 2019 was $14.1 million and gross margin was 44.7%. Gross profit in our retail business for the three months ended September 30, 2018 was $19.8 million and gross margin was 49.8%.

 

Total cost of sales for the three months ended September 30, 2019 was $89.0 million, a 6.8% decrease from $95.4 million for the three months ended September 30, 2018. Total cost of sales as a percentage of total sales for the three months ended September 30, 2019 was 78.5%, compared with 76.0% for the three months ended September 30, 2018. Gross margin for the three months ended September 30, 2019 was 21.5% compared with 24.0% for the three months ended September 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.

 

25

 

 

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

 

    Three Months Ended September 30,     Increase (Decrease) in 2019 Compared  
    2019     2018     to 2018  
    (In thousands of U.S. dollars, except for percentages)        
Gross Profit   $ 24,359       21.5 %   $ 30,061       25.0 %     (19.0 )%
Operating Expenses:                                        
Selling Expenses     17,944       15.8       17,588       14.6       2.0  
General and Administrative Expenses     7,584       6.7       8,519       7.1       (11.0 )
Total     25,528       22.5       26,107       21.7       (2.2 )
Income from Operations   $ (1,169 )     (1.0 )%   $ 3,954       3.3 %     (129.6 )%

 

Selling expenses for the three months ended September 30, 2019 increased 2.0% to $17.9 million from $17.6 million for the three months ended September 30, 2018. The increase was attributable to the marketing expenses associated with the promotion of the retail brand. 

 

General and administrative expenses for the three months ended September 30, 2019 decreased 11.0% to $7.6 million from $8.5 million for the three months ended September 30, 2018. The decrease was attributable to the decline in number of stores.

 

Income (Loss) from Operations

 

Income (loss) from operations for the three months ended September 30, 2019 decreased 129.6% to ($1.2) million from $4.0 million for the three months ended September 30, 2018. Income from operations for the three months ended September 30, 2019 accounted for (1.0%) of our total sales, a 129.6% decrease compared with the three months ended September 30, 2018.

 

Interest Expense

 

Interest expense for the three months ended September 30, 2019 was $0.3 million, a 4.7% decrease compared with the same period in 2018. The decrease was due to the decreased bank loans.

 

Income Tax Expenses

 

Income tax expense was $0.4 million and $0.9 million for the three months end September 30, 2019 and 2018, respectively.

 

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

 

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

 

He Meida incorporated in Xizang (Tibet) Autonomous Region is subject to income tax at 15% statutory rate. The local government has implemented an income tax reduction from 15% to 9% valid through December 31, 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 Hongkong, and under the current laws of Hongkong, are subject to income tax at the 16.5% statutory rate.

 

26

 

 

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

 

Net Income (Loss)

 

Net income (loss) for the three months ended September 30, 2019 was ($1.1) million, a 134.8% decrease compared with the same period in 2018. Our basic and diluted earnings per share were ($0.07) and $0.22 for the three months ended September 30, 2019 and 2018, respectively.

 

Results of Operations for the nine months ended September 30, 2019 and 2018

 

The following table summarizes our results of operations for the nine months ended September 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.

 

    Nine Months Ended September 30,  
    2019     2018  
    (In thousands of U.S. Dollars, except for percentages)  
Sales   $ 278,598       100.0 %   $ 306,806       100.0 %
Gross Profit     82,703       29.7       95,948       31.3  
Operating Expense     81,100       29.1       87,420       28.5  
Income From Operations     1,602       0.6       8,528       2.8  
Other Income     1,279       0.5       903       0.3  
Income tax expense     2,667       1.0       2,949       1.0  
Net Income   $ 214     0.1 %   $ 6,482       2.1 %

 

Revenue

 

The following table sets forth a breakdown of our total sales, by region, for the nine months ended September 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   $ 40,487       14.5 %   $ 39,195       12.8 %     3.3 %
Hong Kong China     22,291       8.0       30,982       10.1       (28.1 )
Germany     2,708       1.0       5,515       1.8       (50.9 )
United Kingdom     13,393       4.8       13,353       4.4       0.3  
Europe-Other     21,977       7.9       29,993       9.8       (26.7 )
Japan     16,304       5.9       6,689       2.2       143.8  
United States     29,930       10.7       24,026       7.7       24.6  
Total Wholesale business     147,090       52.8       149,753       48.8       (1.8 )
Retail business     131,508       47.2       157,053       51.2       (16.3 )
Total sales   $ 278,598       100.0 %   $ 306,806       100.0 %     (9.2 )%

  

27

 

 

Sales for the nine months ended September 30, 2019 were $278.6 million, a decrease of 9.2% from the nine months ended September 30, 2018. This decrease was primarily attributable to a 1.8% decrease in sales in our wholesale business and a 16.3% decrease in our retail business.

 

Sales generated from our wholesale business contributed 52.8% or $147.1 million of our total sales for the nine months ended September 30, 2019, a decrease of 1.8% compared with 48.8% or $149.8 million in the nine months ended September 30, 2018. This decrease was primarily attributable to decreased sales in Hong Kong China, Germany and Europe-Other partially offset by increased sales in Mainland China, United Kingdom, Japan and the United States.

 

Sales generated from our retail business contributed 47.2% or $131.5 million of our total sales for the nine months ended September 30, 2019, a decrease of 16.3% compared with 51.2% or $157.1 million in the nine months ended September 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 nine months ended September 30, 2019 and 2018 are as follows:

 

    2019     2018  
Total store square footage     1,219,459       1,405,399  
Number of stores     1,157       1,396  
Average store size, square feet     1,054       1,007  
Total store sales (in thousands of U.S. dollars)   $ 131,508     $ 157,053  
Sales per square foot   $ 108     $ 112  

   

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

 

    2019     2018  
    (In thousands of U.S. dollars)  
Sales from stores opened for a full year   $ 111,739     $ 128,588  
Sales from newly opened store sales   $ 6,027     $ 12,212  
Sales from e-commerce platform   $ 9,000     $ 11,491  
Other*   $ 4,742     $ 4,762  
Total   $ 131,508     $ 157,053  

  

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

 

We remodeled or relocated 250 stores in 2018, and 89 stores during the nine months ended September 30, 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.

 

28

 

 

Costs and Expenses

 

Cost of Sales and Gross Margin

 

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

 

The following table sets forth the components of our cost of sales and gross profit both in amounts and as a percentage of total sales for the nine months ended September 30, 2019 and 2018.

 

                            Growth  
                            (Decrease) in
2019
 
    Nine months ended September 30,     Compared  
    2019     2018     with 2018  
    (In thousands of U.S. dollars, except for percentages)        
Net Sales for Wholesale Sales   $ 147,090       100.0 %   $ 149,753       100.0 %     (1.8 )%
Raw Materials     67,172       45.7       67,469       45.0       (0.4 )
Labor     1,340       0.9       1,940       1.3       (30.9 )
Outsourced Production Costs     55,455       37.7       56,848       38.0       (2.4 )
Other and Overhead     295       0.2       294       0.2       0.1  
Total Cost of Sales for Wholesale     124,262       84.5       126,551       84.5       (1.8 )
Gross Profit for Wholesale     22,828       15.5       23,202       15.5       (1.6 )
Net Sales for Retail     131,508       100.0       157,053       100.0       (16.3 )
Production Costs     47,051       35.8       51,731       32.9       (9.0 )
Rent     24,582       18.7       32,576       20.8       (24.5 )
Total Cost of Sales for Retail     71,633       54.5       84,307       53.7       (15.0 )
Gross Profit for Retail     59,875       45.5       72,746       46.3       (17.7 )
Total Cost of Sales     195,895       70.3       210,858       68.7       (7.1 )
Gross Profit   $ 82,703       29.7 %   $ 95,948       31.3 %     (13.8 )%

 

Raw material costs for our wholesale business were 45.7% of our total wholesale business sales in the nine months ended September 30, 2019, compared with 45.0% in the nine months ended September 30, 2018. The increase was mainly due to higher raw materials prices.

 

Labor costs for our wholesale business were 0.9% of our total wholesale business sales in the nine months ended September 30, 2019, compared with 1.3% in the nine months ended September 30, 2018. The marginal decrease was mainly due to higher number of outsourced orders in 2019.

 

Outsourced manufacturing costs for our wholesale business were 37.7% of our total wholesale sales in the nine months ended September 30, 2019, compared with 38.0% in the nine months ended September 30, 2018. This decrease in percentage was primarily attributable to increased outsourced orders to our related entities in Vietnam, which have lower labor costs compared to orders outsourced to Chinese factories.

 

Overhead and other expenses for our wholesale business accounted for 0.2% and 0.2% of our total wholesale sales for the nine months ended September 30, 2019 and 2018, respectively.

 

Gross profit for our wholesale business for the nine months ended September 30, 2019 was $22.8 million, a 1.6% decrease compared with the nine months ended September 30, 2018. As a percentage of total wholesale business sales, gross profit was 15.5% of our total wholesale business sales for the nine months ended September 30, 2019, compared with 15.5% for the nine months ended September 30, 2018. The decrease in gross profits was mainly due to increased raw material costs and outsourced production costs.

 

Production costs for our retail business for the nine months ended September 30, 2019 were $47.1 million compared with $51.7 million for the nine months ended September 30, 2018. As a percentage of our total retail sales, production costs were 35.8% of our total retail sales for the nine months ended September 30, 2019, compared with 32.9% for the nine months ended September 30, 2018. The increase was due to higher discounts on our out-of-season products in the nine months ended September 30, 2019 compared with the same period of the prior year in percentage of sales.

 

29

 

 

Rent costs for our retail business for the nine months ended September 30, 2019 were $24.6 million compared with $32.6 million for the nine months ended September 30, 2018. As a percentage of total retail sales, rent costs were 18.7% of our total retail sales for the nine months ended September 30, 2019 compared with 20.8% for the nine months ended September 30, 2018. The decrease was primarily attributable to lower rent at certain locations.

 

Gross profit for our retail business for the nine months ended September 30, 2019 was $59.9 million compared with $72.7 million for the nine months ended September 30, 2018. Gross margin for our retail business for the nine months ended September 30, 2019 was 45.5% compared with 46.3% for the nine months ended September 30, 2018.

 

Total cost of sales for the nine months ended September 30, 2019 was $195.9 million, a 7.1% decrease compared with the nine months ended September 30, 2018. As a percentage of total sales, total costs were 70.3% of total sales for the nine months ended September 30, 2019, compared with 68.7% for the nine months ended September 30, 2018. Total gross margin for the nine months ended September 30, 2019 was 29.7% compared with 31.3% for the nine months ended September 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 7.6% and 16.8% of raw material purchases for the nine months ended September 30, 2019 and 2018, respectively. No one supplier provided more than 10.0% of our raw material purchases for the nine months ended September 30, 2019 and 2018. For our retail business, purchases from our two largest suppliers represented approximately 55.3% and 82.7% of raw material purchases for the nine months ended September 30, 2019 and 2018, respectively. Four suppliers provided approximately 28.0%, 27.3%, 18.0% and 14.8% of our total purchases for the nine months ended September 30, 2019. Five suppliers provided approximately 22.1%, 19.6%, 15.3%, 13.9 and 11.8% of our raw material purchases for the nine months ended September 30, 2018. 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 32.5% and 26.8% of finished goods purchases for the nine months ended September 30, 2019 and 2018, respectively. No manufacturer provided more than 10% of our finished goods purchases for the nine months ended September 30, 2019 and 2018. For our retail business, our five largest contract manufacturers represented approximately 20.2% and 17.3% of finished goods purchases for the nine months ended September 30, 2019 and 2018, respectively. No manufacturer provided more than 10% of our finished goods purchases for the nine months ended September 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

 

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.

 

30

 

 

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.

 

    Nine months ended September 30,     Increase (Decrease) in 2019 Compared  
    2019     2018     to 2018  
    (In thousands of U.S. dollars, except for percentages)        
Gross Profit   $ 82,703       29.7 %   $ 95,948       33.6 %     (13.8 )%
Operating Expenses:                                        
Selling Expenses     58,651       21.1       62,405       21.9       (6.0 )
General and Administrative Expenses     22,450       8.1       25,015       8.8       (10.3 )
Total     81,101       29.2       87,420       30.7       (7.2 )
Income from Operations   $ 1,602       0.5 %   $ 8,528       3.0 %     (81.2 )%

   

Selling expenses for the nine months ended September 30, 2019 were $58.7 million, a 6.0% decrease compared with the nine months ended September 30, 2018. The decrease was attributable to lower retail sales.

 

General and administrative expenses for the nine months ended September 30, 2019 were $22.3 million a 10.3% decrease compared with the nine months ended September 30, 2018. As a percentage of total sales, general and administrative expenses accounted for 8.1% of total sales for the nine months ended September 30, 2019, compared with 8.8% of total sales for the nine months ended September 30, 2018. The decrease was mainly attributable to the decline in number of stores.

 

Income from Operations

 

Income from operations for the nine months ended September 30, 2018 was $1.6 million, an 81.2% decrease from $8.5 million for the nine months ended September 30, 2018. This decrease was due to decreased gross profit.

 

Interest Expense

 

Interest expense was $1.0 million and $1.2 million for the nine months ended September 30, 2019 and 2018, respectively.

 

Income Tax Expense

 

Income tax expense for the nine months ended September 30, 2019 was $2.7 million, a 9.6% decrease compared to the same period of 2018. The decrease was primarily due to deferred tax asset valuation allowance which resulted in a slightly higher income tax expense.

 

Net Income

 

Net income for the nine months ended September 30, 2019 was $0.2 million, a decrease of 96.7% compared with the same period in 2018. Basic and diluted earnings per share were $0.02 and $0.47 for the nine months ended September 30, 2019 and 2018, respectively.

 

Summary of Cash Flows

 

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

 

    2019     2018  
    (In thousands of U.S. dollars)  
Net cash used in operating activities   $ (3,471 )   $ (21,122 )
Net cash used in investing activities   $ (6,555 )   $ (9,144 )
Net cash provided by (used in) financing activities   $ 10,887     $ (5,304 )

 

31

 

 

Net cash used in operating activities was $3.5 million for the nine months ended September 30, 2019 compared with net cash provided by $21.1 million during the nine months ended September 30, 2018. The decrease was primarily due to decrease in inventories.

  

Net cash used in investing activities was $6.6 million for the nine months ended September 30, 2019, compared with $9.1 million during the nine months ended September 30, 2018. This decrease was mainly due to the decreased in purchase of property and equipment and remodeling expenditure in 2018.

 

Net cash provided by (used in) financing activities was $10.9 million for the nine months ended September 30, 2019 compared with $5.3 million net cash provided by financing activities during the nine months ended September 30, 2018. During the nine months ended September 30, 2019, we repaid $35.6 million of bank loans and received bank loan proceeds of $42.6 million. Also, under the counter-guarantee agreement, we received $10.7 million from and paid $6.8 million to the related party during the nine months ended September 30, 2019.

 

Liquidity and Capital Resources

 

As of September 30, 2019, we had cash and cash equivalents of $45.8 million, other current assets of $170.0 million and current liabilities of $161.8 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 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 $8.5 million (RMB60.0 million). These loans are collateralized by the Company’s property and equipment. As of September 30, 2019, Goldenway had borrowed $5.7 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 September 30, 2019, approximately $2.8 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 $14.1 million (RMB100.0 million) with Industrial and Commercial Bank of China and collateralized by assets of Jiangsu Ever-Glory’s equity investee, Nanjing Knitting, under a collateral agreement executed among Ever-Glory Apparel, Nanjing Knitting and the bank. As of September 30, 2019, Ever-Glory Apparel had borrowed $12.7 million (RMB 90.0 million) under this line of credit with annual interest rates ranging from 4.57% to 4.70% and due on various dates from October 2019 to May 2020. As of September 30, 2019, approximately $1.4 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 $7.1 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 September 30, 2019, approximately $7.1 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 $8.5 million (RMB60.0 million) with Nanjing Bank and guaranteed by Jiangsu Ever-Glory, Mr. Kang and Goldenway. As of September 30, 2019, Ever-Glory Apparel had borrowed $7.1 million (RMB50.0 million) from Nanjing Bank with an annual interest rate 5.0% and due on various dates from December 2019 to June 2020. As of September 30, 2019, approximately $1.4 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 $2.8 million (RMB20.0 million). The line of credit is guaranteed by Mr. Kang and Goldenway. As of September 30, 2019, LA GO GO had borrowed $2.1 million (RMB15.0 million) from Nanjing Bank with an annual interest rate 5.2% and due on June 2020. As of September 30, 2019, approximately $0.7 million was unused and available under this line of credit.

 

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In June 2018, LA GO GO entered into a line of credit agreement for approximately $2.8 million (RMB20.0 million) with China Minsheng Bank and guaranteed by Ever-Glory Apparel and Mr. Kang. As of September 30, 2019, LA GO GO had borrowed $2.8 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 $2.8 million (RMB19.9 million) with the Bank of Communications and guaranteed by Jiangsu Ever-Glory, Ever-Glory Apparel and Jiangsu LAGOGO. As of September 30, 2019, LA GO GO had borrowed $2.8 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 $2.8 million (RMB20.0 million) with the Shanghai Pudong Development Bank and guaranteed by Goldenway. As of September 30, 2019, approximately $2.8 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 September 2019, Ever-Glory Apparel had collateralized approximately $2.3 million of accounts receivable from our wholesale customers. These bank loans are to be repaid upon receipt of payments from customers. As of September 30, 2019, approximately $0.2 million was unused and available under this line of credit.

 

All loans have been repaid before or at maturity date.

 

Derivative Financial Instruments

 

Foreign currency swap contracts

 

During 2018, the Company had entered into four foreign currency swap contracts with three banks. Due to the increased demand of effective control on financial management for daily operations, Ever-Glory Apparel had entered into different foreign currency swap contracts to exchange $6.0 million for equivalent RMB with Bank of China in May, entered into a foreign currency swap contract to exchange $3.0 million for equivalent RMB with Industrial and Commercial Bank of China in June and entered into a foreign currency swap contract to exchange $6.0 million and $4.0 million for equivalent RMB with Shanghai Pudong Development Bank in July. The terms of three foreign currency contracts are both six months and the contract of $4.0 million with Shanghai Pudong Development Bank is three months. Ever-Glory Apparel and the banks swapped two currencies by same pre-determined exchange rate at the beginning and end of the contracts. During the period, the Company pays annual interest of 1.43% for the RMB received and receives 0 interest for the USD exchanged with the Bank of China and Industrial and Commercial Bank of China. The company pays annual interest of 0.98% for the RMB received and receives 0.0001% interest for the USD exchanged with Shanghai Pudong Development Bank. If the Company failed to execute the exchange at the expiration of contracts, the banks would sell the USD at the market rate then the difference in RMB will be converted into bank loan for the Company. As of December 31, 2018, the fair value of principal amounts are included in other receivable ($4.0 million plus unrealized gain) and other payables (equivalent RMB payables) in the consolidated balance sheets, and unrealized gain of $0.2 million for the year ended December 31, 2018 is recognized in the income from operations.

 

In September 2019, Ever-Glory Apparel entered into a 15-day foreign currency swap contract with Industrial and Commercial Bank of China. The Company agreed to exchanged $4.9 million for EUR on September 26 and then to re-exchange these currencies on the swap maturity date of October 8, 2019. As of September 30, 2019, the unrealized foreign currency exchange gain of the asset was not significant. The final realized gain is $4,102.88 in October 2019.

 

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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. At December 31, 2018, the Company did not have any outstanding derivative contracts.

 

As of September 30, 2019, the Company had one outstanding forward foreign exchange contracts (sell USD dollars for RMB), with total notional amount of $8.0 million. The unrealized income of this contract at September 30, 2019 was not significant. 

 

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 September 30, 2019, we had access to approximately $51.9 million in lines of credit, of which approximately $16.4 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 $32.5 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 September 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 September 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.

 

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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 nine months ended September 30, 2019 and 2018 was ($3.7) million, ($2.2) million, ($3.6) million and ($5.7) million, respectively. 

 

OFF-BALANCE SHEET ARRANGEMENTS

 

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

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

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 September 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 third 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.

 

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PART II.  OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may become involved in claims, suits, investigations and proceedings arising in the ordinary course of business.

 

On March 2019, Shanghai La Go Go Fashion Company Limited (“LA GO GO”) filed a complaint against Shanghai Chijing Investment Management Co., Ltd. (“Shanghai Chijing”) for unpaid rent of RMB2.45 million ($0.36 million) in the Shanghai People’s Court (the “Court”). On July 2019, Shanghai Chijing filed a counterclaim against LA GO GO for RMB15.38 million ($2.17 million), alleging that LA GO GO had not fulfilled its corresponding obligations as a landlord. As a result, the Court has frozen the bank accounts of both Shanghai Chijing and LA GO GO. As of September 30, 2019, a total balance of RMB9.79 million ($1.4 million) was frozen in the bank accounts of LA GO GO. LA GO GO believes that Shanghai Chijing’s counterclaim is frivolous and without merit, and intends to rigorously defend against the counterclaim. As of September 30, 2019, the company had booked this restricted cash in other receivables.

 

ITEM 1A. RISK FACTORS

 

As of the date of this report and except as set forth below, there have been no material changes to the risk factors disclosed in our annual report on Form 10-K filed with the SEC on March 29, 2019.

 

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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

  

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 September 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  

 

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ITEM 6. EXHIBITS

 

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

 

37 

 

 

SIGNATURES

 

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

 

November 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)

 

 

 38

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