NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 AND 2018
NOTE 1 ORGANIZATION AND 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 following are the Company’s subsidiaries as of December 31, 2019:
Perfect Dream Limited (“Perfect Dream”),
a wholly-owned subsidiary of Ever-Glory, was incorporated in the British Virgin Islands in 2004.
Ever-Glory International Group (HK) Ltd.
(“Ever-Glory HK”), a wholly-owned subsidiary of Perfect Dream, was incorporated in Samoa in 2009. Ever-Glory HK is
principally engaged in the import and export of apparel, fabric and accessories.
Goldenway Nanjing Garments Co. Ltd. (“Goldenway”),
a wholly-owned subsidiary of Perfect Dream, was incorporated in the PRC in 1993.
Nanjing Catch-Luck Garments Co, Ltd. (“Catch-Luck”),
a wholly-owned subsidiary of Perfect Dream, was incorporated in the PRC in 1995.
Nanjing New-Tailun Garments Co. Ltd. (“New-Tailun’),
a wholly-owned subsidiary of Perfect Dream, was incorporated in the PRC in 2006.
Ever-Glory International Group Apparel
Inc. (“Ever-Glory Apparel”), a wholly-owned subsidiary of Goldenway, was incorporated in the PRC in 2009.
Shanghai LA GO GO Fashion Company Limited
(“Shanghai LA GO GO”), a wholly-owned subsidiary of Ever-Glory Apparel, was incorporated in the PRC in 2008.
Nanjing Tai Xin Garments Trading Company
Limited (“Tai Xin”), a wholly-owned subsidiary of Ever-Glory Apparel, was incorporated in the PRC in 2012.
Jiangsu LA GO GO Fashion Company Limited
(“Jiangsu LA GO GO”), a joint venture of Ever-Glory Apparel and Catch-Luck, was incorporated in the PRC in 2013.
Haian Tai Xin Garments Trading Company
Limited (“Haian Tai Xin”), a wholly-owned subsidiary of Ever-Glory Apparel, was incorporated in the PRC in 2019.
Shanghai Ya Lan Fashion Company Limited
(“Ya Lan”), a wholly-owned subsidiary of Shanghai LA GO GO, was incorporated in the PRC in 2014.
Xizang He Meida Trading Company Limited
(“He Meida”), a wholly-owned subsidiary of Ever-Glory Apparel, was incorporated in the PRC in 2014.
Tianjin LA GO GO Fashion Company Limited
(“Tianjin LA GO GO”), a joint venture of Ever-Glory Apparel and Catch-Luck, was incorporated in the PRC in 2014.
ChuzhouHuirui Garments Co. Ltd. (“Huirui”),
a wholly-owned subsidiary of Ever-Glory Apparel, was incorporated in the PRC in 2014.
Shanghai LA GO GO acquired 78% of the shares
of Shanghai Yiduo Fashion Company Limited (“Shanghai Yiduo”) in March 2015 (Note 4). Shanghai Yiduo was incorporated
in the PRC in 2011.
Ever-Glory Supply Chain Service Co., Limited
(“Ever-Glory Supply Chain”), a wholly-owned subsidiary of Ever-Glory Apparel, was incorporated in Hongkong in 2017.
Ever-Glory Supply Chain is principally engaged in the import and export of apparel, fabric and accessories.
The Company’s wholesale operations
are provided primarily through the Company’s PRC subsidiaries, Goldenway, Catch-Luck, New Tailun, Haian TaiXin, Ever-Glory
Apparel, TaiXin, Huirui, the Company’s Hongkong subsidiary, Ever-Glory Supply Chain and the Company’s Samoa subsidiary,
Ever-Glory HK. The Company’s retail operations are provided through its subsidiaries, Shanghai LA GO GO, Jiangsu LA GO GO,
Tianjin LA GO GO, Ya Lan, He Meida and 78% owned Shanghai Yiduo.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include
Ever-Glory International Group, Inc. and its subsidiaries, and are prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”). All significant intercompany accounts and transactions have been
eliminated in consolidation.
Use of Estimates and Assumptions
In preparing the consolidated financial
statements in conformity with GAAP, management makes certain estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the
reported amounts of revenues and expenses during the periods reported. Management believes that the estimates utilized
in preparing the financial statements are reasonable and prudent based on the best information available at the time the estimates
are made. Actual results could differ from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash
on hand and demand deposits with banks with original maturities within three months.
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.
As of December 31, 2019 and 2018, $1.0
million and $0.66 million of bad debt expense have been made in the consolidated financial statements respectively. The allowance
for doubtful account balances as of December 31, 2019 and 2018 are $5.3 million and $5.9 million, respectively.
Inventories
Wholesale inventories are stated at lower
of cost or net realizable value, cost being determined on a specific identification method. The Company manufactures products upon
receipt of orders from its customers. All products must pass the customers’ quality assurance procedures before delivery.
Therefore, products are rarely returned by customers after delivery.
Retail inventories are stated at the lower
of average cost or net realizable value, cost being determined on a specific identification method. The Company records a provision
for slow-moving or obsolete materials and finished goods aged more than two years.
Property and Equipment
Property and equipment are stated at cost,
less accumulated depreciation. Expenditures for additions, major renewals and betterments are capitalized and expenditures
for maintenance and repairs are charged to expense as incurred.
Depreciation is provided on a straight-line
basis, less estimated residual value, over the assets’ estimated useful lives. The estimated useful lives are
as follows:
Property and plant
|
|
15-20 Years
|
Leasehold improvements
|
|
10 Months - 2 Years
|
Machinery and equipment
|
|
5-10 Years
|
Office equipment and furniture
|
|
3-5 Years
|
Motor vehicles
|
|
5 Years
|
Land Use Rights
All land in the PRC is owned by the government
and cannot be sold to any individual or company. However, the government may grant a “land use right” to
occupy, develop and use land. The Company records land use rights obtained as intangible assets at cost, which is amortized evenly
over the grant period of 50 years.
Impairment of long-lived assets
Long-lived assets, property,
equipment and land use rights held and used by the Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the
recoverability of long-lived assets, when undiscounted future cash flows will not be sufficient to recover an asset’s
carrying amount, the asset is written down to its fair value. There was no impairment of long-lived assets as of December
31, 2019, but intangible assets of $1.08 million were impaired as of December 31, 2018.
Fair Value Accounting
Accounting Standards Codification (“ASC”)
820 “Fair Value Measurements and Disclosures”, establishes a fair value hierarchy that prioritizes the
inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs
(Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:
|
Level 1
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
|
|
|
|
|
Level 2
|
Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
|
|
|
|
|
Level 3
|
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
|
The fair value of forward exchange contracts
is based on broker quotes, if available. If broker quotes are not available, then fair value is estimated by discounting the difference
between the contractual forward price and the current forward price at the reporting date for the residual maturity of the contract
using a risk-free interest rate based on government bonds.
At December 31, 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.
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.
As of December 31, 2019, the Company has
no derivative liability subjects to recurring fair value measurement (Level 3) with the change in fair value recognized in earnings.
As of December 31, 2018, the Company has the following derivative financial instruments measured at their fair value using Level
2 quoted prices provided by banks. The fair value of foreign currency swap contracts is determined by the variation of measurement
date foreign exchange market rates and contract closing date predetermined foreign exchange rates.
The Company has adopted ASC 825-10 “Financial
Instruments”, which allows an entity to choose to measure certain financial instruments and liabilities at fair value
on a contract-by-contract basis. Subsequent fair value measurement for the financial instruments and liabilities an entity chooses
to measure will be recognized in earnings.
Derivative Financial Instruments
From time to time, the Company uses derivative
financial instruments to manage its exposure to foreign currency risks arising from operational activities or on certain existing
assets and liabilities. The Company does not hold or issue derivative instruments for trading purposes. The Company may enter into
forward foreign exchange contracts, foreign exchange options, or foreign exchange currency swap contracts to manage exposure to
certain foreign currency operating transactions. These instruments may offset a portion of the foreign currency re-measurement
gains or losses, or changes in fair value.
The Company may also enter into above similar
derivative instruments to hedge the exposure to variability in the expected cash flows of forecasted transactions such as international
sales or purchases that the Company expects to receive or commit to remit foreign currencies. In these cases, the Company designates
these instruments as the cash flow hedges.
The Company accounts for derivative and
hedging activities in accordance with ASC 815, Derivatives and Hedging, as amended by ASU No. 2017-12. 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.
Operating Leases
The Company adopted ASC No. 842, Leases
effective January 1, 2019 to account for all Company’s leases, All leases are recorded in the balance sheets. The lease liability
is measured at present value of outstanding lease payments, both at commencement date and subsequently. The discount rate is generally
the Company’s incremental borrowing rate as the lessor’s rate implicit in the lease is not readily determinable. The
right-of-use (ROU) asset costs at commencement date consist of initial lease liability, any initial direct costs, and any lease
payments made to the lessor at or before the commencement date, minus any lease incentives received. Subsequently, the carrying
amount of ROU asset is derived from the carrying amount of the lease liability, plus unamortized direct costs and prepaid lease
payments, and minus unamortized balance of lease incentives received. The annual amortization expenses will be recorded in consolidated
statement of operations and allocating between cost of sales and operating expenses.
Revenue and Cost Recognition
The Company recognizes
wholesale revenue from product sales, net of value-added taxes, upon delivery for local sales and upon shipment of the products
for export sales, at such time title passes to the customer. 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 the Company retains a portion of the risk of loss on these sales
during transit.
The Company’s 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 the Company expects 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 Company applies 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.
|
The Company only applies the five-step
model to contracts when it is probable that the Company 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,
the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance
obligations are distinct. The Company recognizes 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, the Company’s 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, the Company
has 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.
Cost of goods sold includes the direct
raw material cost, direct labor cost, manufacturing overheads including depreciation of production equipment, and rent and commission
due to department stores consistent with the revenue earned. Cost of goods sold excludes warehousing costs, which historically
have not been significant.
Local transportation charges and production
inspection charges are included in selling expenses and totaled $3.2 million and $1.1 million in the years ended December 31, 2019
and 2018, respectively.
Research and Development Costs
Research and development costs are expensed
as incurred. Research and development costs included in general and administrative expenses for the years ended December
31, 2019 and 2018 amounted to $1.0 million and $0.8 million, respectively.
Government subsidies
Government subsidies are recognized
when received and when all the conditions for their receipt have been met. Subsidies that compensate the Company for expenses
incurred are recognized as a reduction of expenses in the consolidated statements of operations. Subsidies that are not
associated with expenses are recognized as other income. Four of the Company’s PRC subsidiaries received government
subsidies of $1.8 million and $1.2 million for the years ended December 31, 2019 and 2018, respectively, which was
recorded in other income when subsidies were received and all the conditions were met.
Income Taxes
Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date.
The Company has adopted ASC 740 “Income
Taxes” pursuant to which tax positions are recognized as a benefit only if it is “more likely than not” that
the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized
is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting
the “more likely than not” test, no tax benefit is recorded. The Company does not have any material unrecognized tax
benefits and the Company does not believe there will be any material changes in its unrecognized tax positions over the next 12
months.
The Company’s policy is to recognize
interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company does not have
any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during
the years ended December 31, 2019 and 2018. The Company’s effective tax rate differs from the PRC statutory rate primarily
due to non-deductible expenses, temporary differences, and preferential tax treatment.
The Company files income tax returns with
the relevant government authorities in the U.S. and the PRC.
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, Haian TaiXin, Ever-Glory Apparel, Shanghai LA GO GO, Jiangsu LA GO
GO, Tianjin LA GO GO, He Meida, Huirui, Yalan, Yiduo and Taixin is the Chinese RMB.
For the subsidiaries whose functional currency
is the RMB, all assets and liabilities are translated at the exchange rate on the balance sheet date; equity is translated at historical
rates and items in the statement of income are translated at the average rate for the period. Translation adjustments resulting
from this process are included in accumulated other comprehensive income (loss) in the statement of equity and amounted to ($4.34
million) and ($3.58 million) as of December 31, 2019 and 2018, respectively. Assets and liabilities at December 31, 2019 and 2018
were translated at RMB6.98 and RMB6.88 to $1.00 respectively. The average translation rates applied to income statement accounts
and consolidated statements of cash flows for the years ended December 31, 2019 and 2018 were RMB6.90 and RMB6.61 to $1.00, respectively.
As a result, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily
agree with changes in the corresponding balances on the consolidated balance sheets.
Translation gains or 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 and amounted a loss of $0.77 million and a loss of $1.20 million for the years ended December
31, 2019 and 2018, respectively.
Earnings Per Share
The Company reports earnings per
share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted
earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic
earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted
average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution
that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.
Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as
a result of a reverse stock split, the computations of a basic and diluted EPS shall be adjusted retroactively for all
periods presented to reflect that change in capital structure.
Included in the calculation of basic EPS
are shares of restricted common stock that have been issued by the Company, all of which are fully vested. Shares of restricted
common stock whose issuance is contingent upon the attainment of specified earnings targets are considered outstanding and included
in the computation of basic EPS as of the date that all necessary conditions have been satisfied, which is the date upon which
the specified amount of earnings has been attained. These shares are to be considered outstanding and included in the
computation of diluted EPS as of the beginning of the period in which the conditions are satisfied. If the specified
amount of earnings has not been attained as of the end of the reporting period, the contingently issuable shares are excluded from
the calculation of basic and diluted EPS.
Unvested restricted shares to be issued
(share-based compensation) under the 2014 Equity Incentive Plan are not included in basic weighted average number of shares but
are considered to be outstanding as of the grant date for purposes of computing diluted earnings per share even though the shares
are subject to vesting requirements.
Segments
The Company applies ASC 280 “Segment
Reporting” which establishes standards for operating information regarding operating segments in financial statements
and requires selected information for those segments to be presented in financial reports issued to stockholders. ASC 280 also
establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified
as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating
decision maker, or decision making group, in making decisions how to allocate resources and assess performance. The Company reports
financial and operating information in two segments:
|
(1)
|
Wholesale apparel manufacture and sales
|
|
(2)
|
Retail sales of own-brand clothing
|
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”; In November 2019, the
FASB issued ASU No. 2019-10 “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815),
and Leases (Topic 842): Effective Dates”; In March 2020, the FASB issued ASU No. 2020-03 “Codification Improvements
to 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, 2022. The Company is currently
assessing the impact of this ASU on its 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. This ASU is
effective for fiscal years and interim periods within those years beginning after December 15, 2019. The Company is currently
assessing the impact of this ASU on its consolidated financial statements.
The Company reviews new accounting standards
as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s
consolidated financial statements.
NOTE 3 INVENTORIES
Inventories at December 31, 2019 and 2018 consisted of the
following:
|
|
December 31,
2019
|
|
|
December 31,
2018
|
|
|
|
(In thousands of
U.S. Dollars)
|
|
Raw materials
|
|
$
|
1,468
|
|
|
$
|
6,805
|
|
Work-in-progress
|
|
|
8,025
|
|
|
|
3,308
|
|
Finished goods
|
|
|
57,862
|
|
|
|
55,816
|
|
Total inventories
|
|
$
|
67,355
|
|
|
$
|
65,929
|
|
Provision for obsolete inventories was $2.8 million and $3.3
million for the years ended December 31, 2019 and 2018, respectively.
NOTE 4 INTANGIBLE ASSETS
Land use rights
In 2006, the Company obtained a fifty-year
land use right on 112,442 square meters of land in the Nanjing Jiangning Economic and Technological Development Zone.
In 2014, the Company obtained a fifty-year
land use right on 23,333 square meters of land in the Suzhou Kunshan Jinxi Tower Jinxing Road.
In 2015, the Company obtained a fifty-year
land use right on 33,427 square meters of land in the Tianjin Wuqing Development Zone.
Land use rights at December 31, 2019 and 2018 consisted of the
following:
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands of
U.S. Dollars)
|
|
Land use rights
|
|
$
|
5,456
|
|
|
$
|
5,702
|
|
Less: accumulated amortization
|
|
|
(727
|
)
|
|
|
(740
|
)
|
Land use rights, net
|
|
$
|
4,729
|
|
|
$
|
4,962
|
|
Amortization expense was $0.12 million
and $0.12 million for the years ended December 31, 2019 and 2018, respectively. Future expected amortization expense for land use
rights is approximately $0.12 million for each of the next five years.
NOTE 5 PROPERTY AND EQUIPMENT
The following is a summary of property
and equipment at December 31, 2019 and 2018:
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands of
U.S. Dollars)
|
|
Property and plant
|
|
$
|
24,384
|
|
|
$
|
27,829
|
|
Leasehold improvements
|
|
|
19,914
|
|
|
|
21,278
|
|
Equipment and machinery
|
|
|
2,448
|
|
|
|
2,451
|
|
Office equipment and furniture
|
|
|
7,567
|
|
|
|
3,102
|
|
Motor vehicles
|
|
|
2,048
|
|
|
|
1,112
|
|
|
|
|
56,361
|
|
|
|
55,772
|
|
Less: accumulated depreciation
|
|
|
(28,330
|
)
|
|
|
(27,327
|
)
|
Construction-in-progress
|
|
|
781
|
|
|
|
-
|
|
Property and equipment, net
|
|
$
|
28,812
|
|
|
$
|
28,445
|
|
Depreciation expense was $8.11 million and $6.54 million for
the years ended December 31, 2019 and 2018, respectively.
NOTE 6 OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities
at December 31, 2019 and 2018 consisted of the following:
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands of
U.S. Dollars)
|
|
Advance from customers
|
|
$
|
2,497
|
|
|
$
|
976
|
|
Accrued wages and welfare
|
|
|
7,459
|
|
|
|
8,671
|
|
Other payables
|
|
|
9,181
|
|
|
|
12,311
|
|
Total other payables and accrued liabilities
|
|
$
|
19,137
|
|
|
$
|
21,958
|
|
NOTE 7 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 December 31, 2019, and 2018.
|
|
December 31,
2019
|
|
|
December 31,
2018
|
|
Bank
|
|
(In thousands of
U.S. Dollars)
|
|
Industrial and Commercial Bank of China
|
|
$
|
18,629
|
|
|
$
|
14,540
|
|
Nanjing Bank
|
|
|
6,449
|
|
|
|
5,089
|
|
China Minsheng Bank
|
|
|
2,866
|
|
|
|
2,908
|
|
Bank of Communications
|
|
|
1,426
|
|
|
|
2,893
|
|
HSBC
|
|
|
561
|
|
|
|
-
|
|
Shanghai Pudong Development Bank
|
|
|
-
|
|
|
|
2,613
|
|
China Everbright Bank Shanghai Pudong Development Bank
|
|
|
-
|
|
|
|
1,454
|
|
|
|
$
|
29,931
|
|
|
$
|
29,497
|
|
In December 2019, Goldenway entered into
a line of credit agreement with Industrial and Commercial Bank of China, which allows the Company to borrow up to approximately
$5.7 million (RMB40.0 million). These loans are collateralized by the Company’s property and equipment. As of December 31,
2019, Goldenway had borrowed $5.7 million (RMB40.0 million) from Industrial and Commercial Bank of China with an annual interest
rate 3.26% and due on February 2020.
In November 2018, Ever-Glory Apparel entered
into a line of credit agreement for approximately $14.3 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 December 31, 2019, Ever-Glory Apparel had borrowed $12.9 million
(RMB 90.0 million) under this line of credit with annual interest rates ranging from 3.92% to 4.7% and due on from March to October
2020. As of December 31, 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 $7.2 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 December 31, 2019, approximately $7.2 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 $8.6 million (RMB60.0 million) with Nanjing Bank and guaranteed by Jiangsu Ever-Glory,
Mr. Kang and Goldenway. As of December 31, 2019, Ever-Glory Apparel had borrowed $4.3 million (RMB30.0 million) from Nanjing Bank
with an annual interest rates 5.0% and due on various dates from January to June 2020. As of December 31, 2019, approximately $4.3
million was unused and available under this line of credit.
In June 2019, LA GO GO entered into a revolving
line of credit agreement with Nanjing Bank, which allows the Company to borrow up to approximately $2.9 million (RMB20.0 million).
The line of credit is guaranteed by Mr. Kang and Goldenway. As of December 31, 2019, LA GO GO had borrowed $2.1 million (RMB15.0
million) under this line of credit with an annual interest rate of 5.22% and due in June 2020. As of December 31, 2019, approximately
$0.8 million was unused and available under this line of credit.
In June 2018, LA GO GO entered into a line
of credit agreement for approximately $2.9 million (RMB20.0 million) with China Minsheng Bank and guaranteed by Ever-Glory Apparel
and Mr. Kang. As of December 31, 2019, LA GO GO had borrowed $2.9 million (RMB20.0 million) from China Minsheng Bank with an annual
interest rate of 5.0% and due in November 2020.
In November 2018, LA GO GO entered into
a line of credit agreement for approximately $2.9 million (RMB20.0 million) with the Bank of Communications and guaranteed by Jiangsu
Ever-Glory, Ever-Glory Apparel and Jiangsu LAGOGO. As of December 31, 2019, LA GO GO had borrowed $1.4 million (RMB10.0 million)
from the Bank of Communications with an annual interest rate 5.0% and due on January 2020. As of December 31, 2019, approximately
$1.5 million was unused and available under this line of credit.
In September 2019, Ever-Glory Apparel entered
into a line of credit agreement for approximately $5.7 million (RMB40.0 million) with the Shanghai Pudong Development Bank and
guaranteed by Goldenway. As of December 31, 2019, approximately $5.7 million was unused and available under this line of credit.
In January 2015, 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 December 2019, Ever-Glory
Apparel had borrowed $0.6 million from HSBC with an annual interest rate of 3.0% and due in October 2018, and collateralized by
approximately $0.7 million of accounts receivable from our wholesale customers. These bank loans are to be repaid upon receipt
of payments from customers. As of December 31, 2019, approximately $1.9 million was unused and available under this line of credit.
All bank loans are used to fund our daily
operations. All loans have been repaid before or at maturity date.
Total interest expense on bank loans amounted
to $1.22 million and $1.99 million for the years ended December 31, 2019 and 2018, respectively.
The annual average interest rate of bank
loans was 4.60% and 4.59% for the years ended December 31, 2019 and 2018, respectively.
NOTE 8 DERIVATIVE LIABILITY
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 no 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. This contract was settled in January 2019 and
$0.16million of gain was recognized.
At December 31, 2019, the Company did not
have any foreign currency contracts.
Forward foreign exchange contracts
At December 31, 2019 and 2018, the Company
did not have any outstanding derivative contracts.
NOTE 9 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 Hongkong on December 27, 2017. Under the current laws of Hongkong, its income tax rate is 8.25%
when its profit is under HKD 2.0 million and its income tax rate is 16.5% when its profit is over HKD 2.0 million.
The PRC’s Enterprise Income Tax Law
imposes a 10% withholding income tax for dividends distributed by a foreign invested enterprise in PRC to its immediate holding
company outside China; such distributions were exempted under the previous income tax law and regulations. A lower withholding
tax rate will be applied if there is a tax treaty arrangement between mainland China and the jurisdiction of the foreign holding
company. The foreign invested enterprise became subject to the withholding tax starting from January 1, 2008. Given that the undistributed
profits of the Company’s subsidiaries in China are intended to be retained in China for business development and expansion
purposes, no withholding tax accrual has been made.
After the tax liability adjustment resulted
from the reevaluation of the Company’s tax position (resulting in the company allocating substantially all of the earnings
of the Samoan subsidiary to the PRC and reporting such earnings as taxable in the PRC), pre-tax income for the years ended December
31, 2019 and 2018 was taxable in the following jurisdictions:
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands of
U.S. Dollars)
|
|
PRC
|
|
$
|
6,032
|
|
|
$
|
16,384
|
|
BVI
|
|
|
(239
|
)
|
|
|
18
|
|
Others
|
|
|
(12
|
)
|
|
|
(20
|
)
|
|
|
$
|
5,781
|
|
|
$
|
16,382
|
|
The following table reconciles the PRC
statutory rates to the Company’s effective tax rate for the years ended December 31, 2019 and 2018, respectively:
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands of
U.S. Dollars)
|
|
PRC statutory rate
|
|
|
25.0
|
%
|
|
|
25.0
|
%
|
Temporary difference between US GAAP and PRC tax accounting
|
|
|
57.8
|
|
|
|
6.6
|
|
Others
|
|
|
(3.9
|
)
|
|
|
(1.4
|
)
|
Effective income tax rate
|
|
|
78.9
|
%
|
|
|
30.2
|
%
|
Income tax expense for the years ended December 31, 2019 and
2018 is as follows:
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands of
U.S. Dollars)
|
|
Current
|
|
$
|
5,912
|
|
|
$
|
7,115
|
|
Deferred
|
|
|
(1,350
|
)
|
|
|
(2,173
|
)
|
Income tax expense
|
|
$
|
4,562
|
|
|
$
|
4,942
|
|
The Company’s deferred tax
assets and liabilities arise from differences between US GAAP and PRC tax accounting for certain revenue and expense items,
including timing of deduction of losses from allowances.
The Company has not recorded U.S. deferred
income taxes on approximately $107.9 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 changes for the year ended December 31, 2019.
NOTE 10 EARNINGS PER SHARE
Basic and diluted earnings per share for 2019 and 2018 were
calculated as follows:
|
|
2019
|
|
|
2018
|
|
Weighted average number of common shares- Basic and diluted
|
|
|
14,801,770
|
|
|
|
14,796,947
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - basic and diluted
|
|
$
|
0.09
|
|
|
$
|
0.81
|
|
As of December 31, 2019 and 2018, there
was no securities that could potentially dilute basic EPS and would be included in the calculation of diluted EPS.
NOTE 11 STOCKHOLDERS’ EQUITY
Stock Issued to Independent Directors
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.
Statutory Reserve
Subsidiaries incorporated in China are
required to make appropriations to reserve funds, comprising the statutory surplus reserve, statutory public welfare fund and discretionary
surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the People’s
Republic of China (“PRC GAAP”). Appropriations to the statutory surplus reserve are to be at least 10% of the after
tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entities’ registered capital. Appropriations
to the statutory public welfare fund are 10% of the after tax net income determined in accordance with PRC GAAP. The statutory
public welfare fund is established for the purpose of providing employee facilities and other collective benefits to the employees
and is non-distributable other than in liquidation. Appropriations to the surplus reserve are made at the discretion of the Board
of Directors. Effective January 1, 2006, the Company is only required to contribute to one statutory reserve fund at 10% of net
income after tax per annum, and any contributions are not to exceed 50% of the respective companies’ registered capital.
As of December 31, 2019, New-Tailun, Tianjin
La GO GO, Haian TaiXin, Huirui and Catch-Luck had fulfilled the 50% statutory reserve contribution requirement; therefore no further
transfers are required for those entities. In 2019, Goldenway appropriated $0.21 million, Haian TaiXin appropriated $0.07 million,
Ever-Glory Apparel appropriated $0.56 million and Jiangsu La GO GO appropriated $0.62 million to the statutory reserve.
NOTE 12 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 some Company’s retail stores since the third quarter of 2014. During the years ended December
31, 2019 and 2018, the Company received $71,167 and $96,556 from the customers and paid $58,377 and $79,925 to Wubijia through
the consignment, respectively. The net profit of $6,463 and $16,631 was recorded as other income during the years ended December
31, 2019 and 2018, respectively.
Included in other income for the years
ended December 31, 2019 and 2018 is rental income from EsC’Lav, the entity controlled by Mr. Kang under operating lease agreement
with term though 2019. The rental income is $26,100 and $18,569 for the years ended December 31, 2019 and 2018, respectively.
Other expenses due to Related Parties
Included in other expenses for the years
ended December 31, 2019 and 2018 are rental expenses due to entities controlled by Mr. Kang under operating lease agreements as
follows:
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands of
U.S. Dollars)
|
|
Chuzhou Huarui
|
|
$
|
207
|
|
|
$
|
217
|
|
EsC’Lav
|
|
|
-
|
|
|
|
25
|
|
Kunshan Enjin
|
|
|
87
|
|
|
|
94
|
|
Total
|
|
$
|
294
|
|
|
$
|
336
|
|
The Company leases Chuzhou Huarui and Kunshan
Enjin’s warehouse spaces because the locations are convenient for transportation and distribution.
Purchases from, and Sub-contracts with Related Parties
The Company purchased raw materials of
$1.20 million and $1.44 million during the years ended 2019 and 2018, respectively, from Nanjing Knitting.
In addition, the Company sub-contracted
certain manufacturing work to related companies totaling $24.2 million and $25.0 million for the years ended December 31,
2019 and 2018, respectively. The Company provided raw materials to the sub-contractors and was charged a fixed fee for labor provided
by the sub-contractors.
Sub-contracts with related parties included
in cost of sales for the years ended December 31, 2019 and 2018 are as follows:
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands of
U.S. Dollars)
|
|
Ever-Glory Vietnam
|
|
$
|
12,952
|
|
|
$
|
14,718
|
|
Chuzhou Huarui
|
|
|
6,200
|
|
|
|
6,356
|
|
Fengyang Huarui
|
|
|
2,225
|
|
|
|
2,438
|
|
Nanjing Ever-Kyowa
|
|
|
1,534
|
|
|
|
1,566
|
|
Nanjing Knitting
|
|
|
1,201
|
|
|
|
-
|
|
EsC’Lav
|
|
|
136
|
|
|
|
50
|
|
Total
|
|
$
|
24,248
|
|
|
$
|
25,128
|
|
Accounts Payable – Related Parties
The accounts payable to related parties
at December 31, 2019 and 2018 are as follows:
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands of
U.S. Dollars)
|
|
Ever-Glory Vietnam
|
|
$
|
2,260
|
|
|
|
1,863
|
|
Fengyang Huarui
|
|
|
414
|
|
|
|
622
|
|
Nanjing Ever-Kyowa
|
|
|
386
|
|
|
|
580
|
|
Chuzhou Huarui
|
|
|
1,064
|
|
|
|
888
|
|
Nanjing Knitting
|
|
|
186
|
|
|
|
171
|
|
Jiangsu Ever-Glory
|
|
|
501
|
|
|
|
632
|
|
Total
|
|
$
|
4,811
|
|
|
$
|
4,756
|
|
Amounts Due From Related Parties – Current Assets
The amounts due from related parties at December 31, 2019 and
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 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 cost for $2.0 million and $1.4 million during 2019 and 2018, respectively. Jiangsu Ever-Glory
purchased raw materials on the Company’s behalf and sold to the Company at cost for $2.0 million and $1.1 million during
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 the expiration
or termination of the underlying lines of credit and is to pay an annual interest at the rate of 6.0% of the amounts
provided. As of December 31, 2019 and 2018, Jiangsu Ever-Glory had provided guarantees for approximately $33.0 million (RMB
230.0 million) and $33.0 million (RMB 230.0 million) of lines of credit obtained by the Company, respectively. Jiangsu
Ever-Glory and Nanjing Knitting have also provided their assets as collateral for certain of these lines of credit. As of
December 31, 2019 and 2018, the value of the collateral, as per appraisals obtained by the banks in connection with these lines
of credit is approximately $29.4 million (RMB 205.5 million) and $29.9 million (RMB 205.5 million), respectively. Mr. Kang
has also provided a personal guarantee for $14.5 million (RMB 100.0 million) and $14.5 million (RMB 100.0 million) at the years
ended of December 31, 2019 and 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 year ended December
31, 2019, an additional $8.4 million (RMB 57.8 million) was provided to and repayment of $13.5 million (RMB 93.3 million) was received
from Jiangsu Ever-Glory under the counter-guarantee agreement. As of December 31, 2019, the amount of the counter-guarantee had
decreased to $4.7 million (RMB 32.8 million) (the difference represents currency exchange adjustment of $0.4 million), which was
14.2% of the aggregate amount of lines of credit. This amount plus accrued interest of $0.3 million (2019) and $0.5 million (2018)
have been classified as a reduction of equity, consistent with the guidance of SEC Staff Accounting Bulletins 4E and 4G. As of
December 31, 2019 and 2018, the amount classified as a reduction of equity was $5.0 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 years ended December 31, 2019 and 2018 was approximately
$0.3 million and $0.7 million, respectively.
NOTE 13 COMMITMENTS AND CONTINGENCIES
Operating Lease Commitment
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 year ended December 31, 2019,
the costs of the leases recognized in cost of revenues and general administrative expenses are $8.0 and $0.7 million, respectively.
Cash paid for the operating leases including in the operating cash flows was $8.7 million. As of December 31, 2019, the Company
has $53.4 million of right-of-use assets, $44.9 million in current operating lease liabilities and $8.5 million in non-current
operating lease liabilities as of December 31, 2019.
Future minimum lease payments for leases
with initial or remaining noncancelable lease terms in excess of one year are as follows:
Year ending December 31, (In thousands of U.S. Dollars)
|
|
|
|
2020
|
|
|
392
|
|
2021
|
|
|
392
|
|
2022
|
|
|
392
|
|
2023
|
|
|
406
|
|
2024
|
|
|
406
|
|
Thereafter
|
|
|
12,519
|
|
|
|
$
|
14,507
|
|
Legal Proceedings
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 December 31, 2019, a total balance of RMB15.38 million ($2.2 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 is rigorously defending against
the counterclaim. As of December 31, 2019, the company had booked this restricted cash in other receivables. On March 10, 2020,
the Court entered a judgment in favor of LA GO GO and dismissed Shanghai Chijing’s counterclaim.
In addition to the foregoing, we may become subject to other
legal proceedings that arise in the ordinary course of business and have not been finally adjudicated. Adverse decisions in any
of the foregoing may have a material adverse effect on our results of operations, cash flows or our financial condition.
NOTE 14 RISKS AND UNCERTAINTIES
Economic and Political Risks
The Company’s results of
operations could be adversely affected by general conditions in the global economy, including conditions that are outside of
its control, such as the impact of health and safety concerns from the outbreak of COVID-19. The outbreak in China has
resulted in the reduction of customer traffic and temporary closures of shopping malls as mandated by the provincial
governments in various provinces of China from late January to March, which has adversely affected the company is the retail
business with a decline in sales in February 2020. The Company’s wholesale business is also significantly affected as
the Company is facing a sharp decline in its order quantities. Some of the Company’s wholesale clients are in the
process of negotiating the cancellation or postponement of orders. Due to the Chinese factories’ shutdowns and traffic
restrictions during the outbreak in China and potential shutdowns and traffic restrictions in the countries where the
Company’s suppliers are located, The Company’s supply chain and business operations of its suppliers may be
affected. Disruptions from the closure of supplier and manufacturer facilities, interruptions in the supply of raw materials
and components, personnel absences, or restrictions on the shipment of the Company’s or its suppliers’ or
customers’ products, could have adverse ripple effects on the Company’s manufacturing output and delivery
schedule. The Company could also face difficulties in collecting its accounts receivables due to the effects of COVID-19 on
its customers and risk gaining a large amount of bad debt. Global health concerns, such as COVID-19, could also result in
social, economic, and labor instability in the countries and localities in which the Company, its suppliers and customers
operate.
Although
China has already begun to recover from the outbreak of COVID-19, the epidemic continues to spread on a global scale and
there is the risk of the epidemic returning to China in the future, thereby causing further business interruption. While the
potential economic impact brought by and the duration of COVID-19 may be difficult to assess or predict, a widespread
pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which
could in the future negatively affect the Company’s liquidity. In addition, a recession or market correction resulting
from the spread of COVID-19 could materially affect the Company’s business and the value of its common stock. If the
Company’s future sales continue to decline significantly, it may risk facing financial difficulties due to its
recurring fixed expenses. The extent to which COVID-19 impacts the Company’s operating is uncertain and cannot be
predicted at this time, and it will depend on many factors and future developments, including new information about COVID-19
and any new government regulations which may emerge to contain the virus, among others.
The majority of the Company’s operations
are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced
by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The Company’s operations
in the PRC are subject to special considerations and significant risks not typically associated with companies in North America
and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign
currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the
PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion,
remittances abroad, and rates and methods of taxation.
Credit risks
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.
Concentration
risks
For the Company’s wholesale business,
the Company had one customer which represented approximately 24.3% of the total revenues for the year ended December 31, 2019
and had one customer which represented approximately 20.9% of the total revenues for the year ended December 31, 2018. In 2019
and 2018, sales to our five largest customers generated approximately 47.3% and 46.5% of our total wholesale sales, respectively.
For our wholesale business, purchases
from our five largest contract manufacturers represented approximately 41.4% and 38.8% of finished goods purchases for the years
ended December 31, 2019 and 2018, respectively.
For the Company’s retail business,
the Company had five suppliers represented approximately 10.2%, 12.9%, 15.2%, 19.6% and 35.6% of the total raw materials purchased,
respectively during 2019. For the Company’s retail business, the Company had four suppliers represented approximately 24.0%,
18.2%, 15.1% and 13.9% of the total raw materials purchased, respectively during 2018.
For the wholesale business, the Company
relied on two manufacturers for 10.2% and 10.4% of total purchased finished goods, respectively during 2019. For the wholesale
business, the Company relied on one manufacturer for 18.1% of total purchased finished goods, respectively during 2018.
The Company’s revenues for the years
ended December 31, 2019 and 2018 were earned in the following geographic areas:
|
|
2019
|
|
|
2018
|
|
|
|
(In thousands of
U.S. Dollars)
|
|
Mainland China
|
|
$
|
74,008
|
|
|
$
|
89,269
|
|
Hong Kong China
|
|
|
26,126
|
|
|
|
38,106
|
|
Germany
|
|
|
3,510
|
|
|
|
6,748
|
|
United Kingdom
|
|
|
14,864
|
|
|
|
15,460
|
|
Europe-Other
|
|
|
22,158
|
|
|
|
30,747
|
|
Japan
|
|
|
18,901
|
|
|
|
7,583
|
|
United States
|
|
|
35,589
|
|
|
|
30,696
|
|
Total wholesale business
|
|
|
195,156
|
|
|
|
218,609
|
|
Retail business
|
|
|
187,945
|
|
|
|
229,899
|
|
Total
|
|
$
|
383,101
|
|
|
$
|
448,508
|
|
Substantially all of the Company’s
long-lived assets are located in the PRC as of December 31, 2019 and 2018.
NOTE 15 SEGMENTS
The Company reports financial and operating
information in the following two segments:
|
|
Wholesale segment
|
|
|
Retail segment
|
|
|
Total
|
|
|
|
(In thousands of U.S. Dollars)
|
|
December 31, 2019
|
|
|
|
Segment profit or loss:
|
|
|
|
|
|
|
|
|
|
Net revenue from external customers
|
|
$
|
195,156
|
|
|
$
|
187,945
|
|
|
$
|
383,101
|
|
Income from operations
|
|
$
|
12,376
|
|
|
$
|
(8,908
|
)
|
|
$
|
3,468
|
|
Interest income
|
|
$
|
969
|
|
|
$
|
34
|
|
|
$
|
1,003
|
|
Interest expense
|
|
$
|
897
|
|
|
$
|
325
|
|
|
$
|
1,222
|
|
Depreciation and amortization
|
|
$
|
979
|
|
|
$
|
7,260
|
|
|
$
|
8,239
|
|
Income tax expense
|
|
$
|
3,189
|
|
|
$
|
1,373
|
|
|
$
|
4,562
|
|
Segment assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment
|
|
$
|
1,254
|
|
|
$
|
7,411
|
|
|
$
|
8,665
|
|
Total assets
|
|
$
|
88,906
|
|
|
$
|
212,765
|
|
|
$
|
301,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue from external customers
|
|
$
|
218,609
|
|
|
$
|
229,899
|
|
|
$
|
448,508
|
|
Income from operations
|
|
$
|
12,071
|
|
|
$
|
2,948
|
|
|
$
|
15,019
|
|
Interest income
|
|
$
|
1,330
|
|
|
$
|
45
|
|
|
$
|
1,375
|
|
Interest expense
|
|
$
|
1,667
|
|
|
$
|
322
|
|
|
$
|
1,989
|
|
Depreciation and amortization
|
|
$
|
1,175
|
|
|
$
|
5,489
|
|
|
$
|
6,664
|
|
Income tax expense
|
|
$
|
3,337
|
|
|
$
|
1,605
|
|
|
$
|
4,942
|
|
Segment assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment
|
|
$
|
2,153
|
|
|
$
|
10,029
|
|
|
$
|
12,182
|
|
Total assets
|
|
$
|
98,493
|
|
|
$
|
153,778
|
|
|
$
|
252,271
|
|