10-Q
1
form10-q.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X]
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended: December 31, 2020
[ ]
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _____________ to _________________
Commission
File No. 333-206097
ADDENTAX
GROUP CORP.
(Exact
name of registrant as specified in its charter)
Nevada
35-2521028
(State
or other jurisdiction of
(I.R.S.
Employer
incorporation
or formation)
Identification
Number)
Kingkey
100, Block A, Room 4805,
Luohu
District, Shenzhen City, China 518000
(Address
of principal executive offices)
+
(86) 755 86961 405
(Registrant’s
telephone number )
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock
ATXG
OTC
Markets
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 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.
[X]
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).
[X]
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”
and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
Accelerated
filer [ ]
Non-accelerated
filer [X]
Smaller
reporting company [X]
Emerging
growth [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X]
No
As
of February 22, 2021, there were 26,093,004 shares outstanding of the registrant’s common stock.
TABLE
OF CONTENTS
PART I – FINANCIAL INFORMATION
Item
1.
Financial Statements (Unaudited)
F-1
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
3
Item
3.
Quantitative and Qualitative Disclosures About Market Risk
17
Item
4.
Controls and Procedures
17
PART II – OTHER INFORMATION
Item
1.
Legal Proceedings
18
Item
1A.
Risk Factors
18
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
18
Item
3.
Defaults Upon Senior Securities
18
Item
4.
Mine Safety Disclosures
18
Item
5.
Other Information
18
Item
6.
Exhibits
18
2
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements and Supplementary Data
ADDENTAX
GROUP CORP.
FINANCIAL
STATEMENTS
For
the nine months ended December 31, 2020 and 2019
TABLE
OF CONTENTS
Condensed Consolidated Balance sheets as of December 31, 2020 (unaudited) and March 31, 2020 (unaudited)
F-2
Condensed Consolidated Statements of Income and Comprehensive Income for the Nine months ended December 31, 2020 and 2019 (unaudited)
F-3
Condensed Consolidated Statements of Changes in Equity for the nine months ended December 31, 2020 and 2019 (unaudited)
F-4
Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2020 and 2019 (unaudited)
F-5
Notes to Condensed Consolidated Financial Statements for the nine months ended December 31, 2020 and 2019 (unaudited)
F-6
– F-15
F- 1
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In
U.S. Dollars, except share data or otherwise stated)
AS
OF DECEMBER 31, 2020 AND MARCH 31, 2020 (UNAUDITED)
December 31, 2020
March 31, 2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 356,728
$ 531,681
Accounts receivables, net
3,024,627
4,500,116
Inventories
163,233
347,531
Other receivables - disposal of subsidiaries
822,933
-
Other receivables - other
203,605
231,974
Advances to suppliers
208,324
389,940
Total current assets
4,779,450
6,001,242
NON-CURRENT ASSETS
Plant and equipment, net
894,388
585,019
Operating lease right of use asset
11,604,526
1,835,717
Total non-current assets
12,498,914
2,420,736
TOTAL ASSETS
$ 17,278,364
$ 8,421,978
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loan
$ 153,172
$ 353,114
Accounts payable
1,700,062
3,620,583
Amount due to related parties
6,448,905
5,429,440
Advances from customers
26,192
18,931
Accrued expenses and other payables
411,316
230,917
Operating lease liability current portion
3,922,214
443,543
Total current liabilities
12,661,861
10,096,528
NON-CURRENT LIABILITIES
Operating lease liability
7,682,312
1,392,174
TOTAL LIABILITIES
$ 20,344,173
$ 11,488,702
EQUITY
Common stock ($0.001 par value, 50,000,000 shares authorized, 26,093,004 and 25,346,004 shares
issued and outstanding at December 31, 2020 and March 31, 2020, respectively)
$ 26,093
$ 25,346
Additional paid-in capital
3,815,933
61,050
Retained earnings
(6,804,107 )
(3,233,122 )
Statutory reserve
13,663
23,514
Accumulated other comprehensive loss
(117,391 )
56,488
Total deficit
(3,065,809 )
(3,066,724 )
TOTAL LIABILITIES AND EQUITY
$ 17,278,364
$ 8,421,978
See
accompany notes to the unaudited condensed consolidated financial statements.
F- 2
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(In
U.S. Dollars, except share data or otherwise stated)
FOR
THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2020 AND 2019
Three
months ended
December 31,
Nine
months ended
December 31,
2020
2019
2020
2019
REVENUES
$ 3,411,552
$ 4,027,902
$ 21,014,064
$ 8,182,396
COST OF REVENUES
(2,950,124 )
(3,746,040 )
(22,776,087 )
(7,221,683 )
GROSS (LOSS) PROFIT
461,428
281,862
(1,762,023 )
960,713
OPERATING EXPENSES
Selling and marketing
(217,942 )
(960 )
(376,975 )
(11,826 )
General and administrative
(532,012 )
(526,194 )
(1,454,017 )
(1,857,288 )
Total operating expenses
(749,954 )
(527,154 )
(1,830,992 )
(1,869,113 )
LOSS FROM OPERATIONS
(288,526 )
(245,292 )
(3,593,015 )
(908,400 )
Interest income
87
10
102
58
Interest expenses
(631 )
(3,974 )
(6,586 )
(16,304 )
Other income (expense), net
1,273
66
62,489
(10,753 )
LOSS BEFORE INCOME TAX EXPENSE
(287,797 )
(249,190 )
(3,537,010 )
(935,399 )
INCOME TAX EXPENSE
(15,784 )
(9,022 )
(23,196 )
(12,086 )
NET LOSS
(303,581 )
(258,212 )
(3,560,206 )
(947,485 )
Foreign currency translation gain (loss)
(85,728 )
(50,440 )
(173,879 )
58,715
TOTAL COMPREHENSIVE LOSS
$ (389,309 )
$ (308,652 )
(3,734,085 )
(888,770 )
LOSS PER SHARE
Basic and diluted
(0.01 )
(0.01 )
(0.14 )
(0.04 )
Weighted average number of shares outstanding – Basic and diluted
25,712,713
25,346,004
25,712,713
25,346,004
See
accompany notes to the unaudited condensed consolidated financial statements.
F- 3
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In
U.S. Dollars, except share data or otherwise stated)
FOR
THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2020 AND 2019
Common Stock
Additional
Retained earnings
Accumulated other
Shares
Amount
paid-in
capital
Unrestricted
Statutory reserve
comprehensive loss
Total Equity
BALANCE AT OCTOBER 1, 2019 (Restated)
25,346,004
$ 25,346
$ 61,050
$ (2,940,044 )
$ 21,779
$ 74,201
$ (2,757,668 )
Foreign currency translation
-
-
-
-
-
(50,440 )
(50,440 )
Movement of Statutory reserve
-
-
-
(1,735 )
1,735
-
-
Net loss for the period
-
-
-
(258,212 )
-
(258,212 )
BALANCE AT DECEMBER 31, 2019
25,346,004
$ 25,346
$ 61,050
$ (3,199,991 )
$ 23,514
$ 23,761
$ (3,066,320 )
BALANCE AT OCTOBER 1, 2020
25,346,004
$ 26,093
$ 3,795,303
$ (6,489,747 )
$ 23,514
$ (31,663 )
$ (2,676,500 )
Movement of Statutory reserve
-
-
20,630
(10,779 )
(9,851 )
-
-
Foreign currency translation
-
-
-
-
-
(85,728 )
(85,728 )
Net loss for the period
-
-
-
(303,581 )
-
-
(303,581 )
BALANCE AT DECEMBER 31, 2020
26,093,004
$ 26,093
$ 3,815,933
$ (6,804,107 )
$ 13,663
$ (117,391 )
$ (3,065,809 )
BALANCE AT MARCH 31, 2019 (Restated)
25,346,004
$ 25,346
$ 61,050
$ (2,250,770 )
$ 21,779
$ (34,955 )
$ (2,177,550 )
Movement of Statutory reserve
-
-
-
(1,735 )
1,735
-
-
Foreign currency translation
-
-
-
(1 )
-
58,716
58,715
Net loss for the period
-
-
-
(947,485 )
-
-
(947,485 )
BALANCE AT DECEMBER 31, 2019
25,346,004
$ 25,346
$ 61,050
$ (3,199,991 )
$ 23,514
$ 23,761
$ (3,066,320 )
BALANCE AT MARCH 31, 2020
25,346,004
$ 25,346
$ 61,050
$ (3,233,122 )
$ 23,514
$ 56,488
$ (3,066,724 )
Issuance of common stocks
747,000
747
3,734,253
-
-
-
3,735,000
Movement of Statutory reserve
-
-
20,630
(10,779 )
(9,851 )
-
Foreign currency translation
-
-
-
-
-
(173,879 )
(173,879 )
Net loss for the period
-
-
-
(3,560,206 )
-
-
(3,560,206 )
BALANCE AT DECEMBER 31, 2020
26,093,004
$ 26,093
$ 3,815,933
$ (6,804,107 )
$ 13,663
$ (117,391 )
$ (3,065,809 )
See
accompany notes to the unaudited condensed consolidated financial statements.
F- 4
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE NINE MONTHS ENDED DECEMBER 31, 2020 AND 2019
(In
U.S. Dollars, except share data or otherwise stated)
2020
2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$ (3,560,206 )
$ (947,485 )
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation
83,210
84,277
Loss on disposal of plant and equipment
1,472
3,323
Changes in operating assets and liabilities, net of effects from disposal of subsidiaries:
Accounts receivable
1,367,371
(1,880,493 )
Inventories
174,487
(924 )
Advances to suppliers
(320,771 )
(252,620 )
Other receivables
(65,150 )
(80,870 )
Accounts payables
(1,688,272 )
1,661,429
Accrued expenses and other payables
173,582
373,429
Advances from customers
52,161
(19,002 )
Net cash provided by (used in) operating activities
$ (3,782,116 )
$ (1,058,936 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment
(392,108 )
(94,864 )
Proceeds from sale of property and equipment
2,243
-
Cash decreased in disposal of subsidiaries
(704,479 )
-
Net cash used in investing activities
$ (1,094,344 )
$ (94,864 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stocks
3,735,000
-
Proceeds from related party borrowings
7,697,827
1,828,042
Repayment of related party borrowings
(6,605,044 )
(665,323 )
Proceeds from bank borrowings
86,886
515,816
Repayment of bank borrowings
(196,456 )
(372,135 )
Net cash provided by financing activities
$ 4,718,213
$ 1,306,400
NET INCREASE IN CASH AND CASH EQUIVALENTS
(158,247 )
152,600
Effect of exchange rate changes on cash and cash equivalents
(16,706 )
(5,843 )
Cash and cash equivalents, beginning of the period
531,681
277,264
CASH AND CASH EQUIVALENTS, END OF THE PERIOD
$ 356,728
$ 424,021
Supplemental disclosure of cash flow information:
Cash paid during the year for interest
$ 4,523
$ 11,244
Cash paid during the year for income tax
$ 23,196
$ 12,086
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease obligations
$ 10,404,962
$ 1,966,535
Net assets of subsidiaries disposed of recorded as Other Receivables
$ 118,454
-
See
accompany notes to the unaudited condensed consolidated financial statements.
F- 5
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2020 AND 2019
1.
ORGANIZATION
AND BUSINESS ACQUISITIONS
ATXG
and its subsidiaries (the “Company”) are engaged in the business of garments manufacturing, providing logistic services,
property leasing and management service in the People’s Republic of China (“PRC” or “China”) and
epidemic prevention supplies manufacturing and distribution both in China and overseas markets.
2.
BASIS
OF PRESENTATION
In
the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring
nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany
transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements
may not necessary be indicative of annual results.
The
Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote
disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed
consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements
and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2020 filed with the
Securities and Exchange Commission (“SEC”) on June 29, 2020 (“2020 Form 10-K.”) and Form S-1/A filed with
SEC on January 22, 2021.
GOING
CONCERN UNCERTAINTY
The
accompanying unaudited condensed consolidated financial statements are presented on the basis that the Company is a going concern.
The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of
business.
F- 6
The
Company incurred net loss of $303,581 and $258,212 for the three months ended December 31, 2020 and 2019, respectively, and $3,560,206
and $947,485 for the nine months ended December 31, 2020 and 2019, respectively. As of December 31, 2020 and March 31, 2020, the
Company had net current liability of $7,882,411 and $4,095,286, respectively, and a deficit on total equity of $3,065,809 and
$3,066,724, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The
ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or
obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when
they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification
of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as
a going concern.
The
Company expects to finance operations primarily through cash flow from revenue and capital contributions from the CEO. During
the year, the CEO has provided financial support for the operations of the Company. In the event that the Company requires additional
funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic
objectives, the CEO has indicated the intent and ability to provide additional equity financing.
3.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management
makes these estimates using the best information available at the time the estimates are made; however actual results could differ
materially from those estimates.
There
is no change on the accounting policies from the year ended March 31, 2020.
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. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis
to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted
from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected
on the financial asset. This standard will be effective for the Company on April 1, 2023. The Company is currently evaluating
the impact the adoption of this ASU will have 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.
F- 7
4.
RISKS AND UNCERTAINTIES
(a)
Economic
and Political Risks
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.
(b)
Foreign
Currency Translation
The
Company’s reporting currency is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the
functional currency of the Company’s operating subsidiaries is the Chinese Renminbi (“RMB”). For the subsidiaries
whose functional currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date
and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates.
Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustments
to other comprehensive loss, a component of equity.
(c)
Concentration
Risks
The
followings are the percentages of accounts receivable balance of the top five customers over accounts receivable for each segment
as of December 31, 2020 and March 31, 2020.
Garment
manufacturing segment
December
31, 2020
March
31, 2020
Customer
A
97.2 %
85.5 %
Customer
B
2.7 %
Nil %
The
high concentration as of March 31, 2020 was mainly due to business development of a large distributor of garments. Management
believes that should the Company lose any one of its major customers, it was able to sell similar products to other customers.
Logistics
services segment
December 31, 2020
March 31, 2020
Customer A
24.9 %
22.4 %
Customer B
13.0 %
0.0 %
Customer C
11.4 %
18.3 %
Customer D
10.0 %
0.6 %
Customer E
7.6 %
2.4 %
Epidemic
prevention supplies segment
No
accounts receivables in this segment.
For
the three months ended December 31, 2020, one customer from garment segment provided more than 10% of total revenue of the Company,
represented 62.8% of total revenue of the Company for the three months. For the nine months ended December 31, 2020, two customers
provided more than 10% of our total revenue, with one from garments segment and the other one from epidemic prevention supplies
segment, represented 14.0% and 49.6% of total revenue of the Company for the nine months, respectively.
F- 8
The
high concentration in three and nine months ended December 31, 2020 was mainly due to concentration of distributors in
trading of epidemic prevention supplies. Management believes that should the Company lose any one of its major customers, it was
able to sell similar products to other customers.
The
following tables summarized the purchases from five largest suppliers of each of the reportable segment for the three and nine
months ended December 31, 2020 and 2019.
Three months ended
Nine months ended
December 31,
December 31,
2020
2019
2020
2019
Garment manufacturing segment
100.0 %
98.7 %
97.7 %
91.2 %
Logistics services segment
79.1 %
90.4 %
99.7 %
69.0 %
Property management and subleasing
100.0 %
- %
100.0 %
- %
Epidemic prevention supplies
100.0 %
- %
100.0 %
- %
Management
believes that should the Company lose any one of its major suppliers, other suppliers are available that could provide similar
products to the Company.
(d)
Interest
Rate Risk
The
Company’s exposure to interest rate risk primarily relates to the interest expenses on our outstanding bank borrowings and
the interest income generated by cash invested in cash deposits and liquid investments. As of December 31, 2020, the total outstanding
borrowings amounted to $153,172 (RMB1,000,000) with various interest rate from 4.84% to 6.96% p.a. (Note 10)
(e)
COVID-19
The
Coronavirus Disease (COVID-19) outbreak and the measures taken to contain the spread of the pandemic have created a high level
of uncertainty to global economic prospects and this has impacted the Company’s operations and its financial performance
in the last three quarters of the financial year and subsequent to the financial year end.
As
the situation continues to evolve with significant level of uncertainty, the Company is unable to reasonably estimate the full
financial impact of the COVID-19 outbreak. The Company is monitoring the situation closely and to mitigate the financial impact,
it is conscientiously managing its cost by adopting an operating cost reduction strategy and conserving liquidity by working with
major creditors to align repayment obligations with receivable collections.
5.
RELATED
PARTY TRANSACTIONS
Name
of Related Parties
Relationship
with the Company
Zhida
Hong
President,
CEO, and a director of the Company
Zhongpeng
Chen
A
legal representative of HPF, became not a related party when HPF was disposed of in November, 2020
Bihua
Yang
A
legal representative of XKJ
Dewu
Huang
A
legal representative of DT
Jinlong
Huang
A
spouse of legal representative of HSW
The
Company leases Shenzhen XKJ office rent-free from Bihua Yang.
In
September, the Company disposed of $114,229 aged inventories in HSW to Mr. Jinlong Huang at cost with no gain or loss recognized.
F- 9
The
Company had the following related party balances as of December 31, 2020 and March 31, 2020:
Related parties borrowings
December 31, 2020
March 31, 2020
Zhida Hong
$ 5,698,498
$ 5,043,489
Bihua Yang
244,094
-
Dewu Huang
379,253
81,287
Zhongpeng Chen
-
160,427
Jinlong Huang
127,060
144,237
$ 6,448,905
$ 5,429,440
The
borrowing balances with related parties are unsecured, non-interest bearing and repayable on demand.
6.
INVENTORIES
Inventories
consist of the following as of December 31, 2020 and March 31, 2020:
December 31, 2020
March 31, 2020
Raw materials
$ 122,354
$ 230,742
Work in progress
11,745
62,150
Finished goods
29,134
54,639
Total inventories
$ 163,233
$ 347,531
There
is no inventory write-off for the three and nine months ended December 31, 2020 and 2019.
7.
ADVANCES
TO SUPPLIERS
The
Company has made advances to third-party suppliers in advance of receiving inventory parts. These advances are generally made
to expedite the delivery of required inventory when needed and to help to ensure priority and preferential pricing on such inventory.
The amounts advanced to suppliers are fully refundable on demand.
The
Company reviews a supplier’s credit history and background information before advancing a payment. If the financial condition
of its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Company
would recognize bad debt expense in the period they are considered unlikely to be collected.
8.
PROPERTY,
PLANT AND EQUIPMENT
Property,
plant and equipment consists of the following as of December 31, 2020 and March 31, 2020:
December 31, 2020
March 31, 2020
Production plant
$ 84,685
$ 67,247
Motor vehicles
1,228,746
868,743
Office equipment
23,243
19,471
1,336,674
955,461
Less: accumulated depreciation
(442,286 )
(370,442 )
Plant and equipment, net
$ 894,388
$ 585,019
F- 10
During
the nine months ended December 31, 2020, the Company acquired two production lines amounted to $54,327 to manufacture masks for
the epidemic prevention supplies business and seven new motor truckers amounted to $315,920 for the logistic service business.
During the period, the Company disposed of old machinery with original cost of $19,303 and accumulated depreciation of $18,661,
and two old motor truckers with original cost of $22,505 and accumulated depreciation of $15,791. The Company also replaced a
few small items of old machinery and office equipment.
Depreciation
expense for the three and nine months ended December 31, 2020 and 2019 was $32,051 and $27,648, $83,210 and $84,277, respectively.
9.
SHORT-TERM
BANK LOAN
In
September 2018, HSW, a subsidiary of the Company entered into a facility agreement with Dongguan Agricultural Commercial Bank
and obtained a line of credit, which allows the Company to borrow up to approximately $212,334 (RMB1,500,000) for daily operations
with fixed interest rate of 6.96% per annum. The loans are guaranteed at no cost by legal representative of HSW. In September
2020, the Company fully repaid the outstanding loan and this line of credit was cancelled (March 31, 2020: $211,868).
In
August 2019, HSW entered into a facility agreement with Agricultural Bank of China and obtained a line of credit, which allows
the Company to borrow up to approximately $153,172 (RMB1,000,000) for daily operations. The loans are guaranteed at no cost by
the legal representative of HSW. As of December 31, 2020, the Company has borrowed $153,172 (RMB1,000,000) (March 31, 2020: $141,246)
under this line of credit with various annual interest rates from 4.84% to 4.9%. The outstanding loan balance will be due on March
31, 2021.
In
August 2020, DT entered into a new facility agreement with Webank and obtained a credit facility of $88,358 (RMB600,000) for daily
operations with various annual interest rate from 16.2% to 16.29%. The loans are guaranteed at no cost by the legal representative
of DT. The loan borrowing was $86,886 (RMB590,000) as of September 30, 2020 (March 31, 2020: Nil). The loan was transferred to
the buyer with the disposal of DT on September 30, 2020.
10.
INCOME
TAXES
(a)
Enterprise
Income Tax (“EIT”)
The
Company operates in the PRC and files tax returns in the PRC jurisdictions.
Yingxi
Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin
Islands, is not subject to income taxes.
Yingxi
HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive rate of 16.5%. No provision for income
taxes in Hong Kong has been made as Yingxi HK had no taxable income for the three and nine months ended December 31, 2020 and
2019.
YX
were incorporated in the PRC and is subject to the EIT tax rate of 25%. No provision for income taxes in the PRC has been made
as YX had no taxable income for the three and nine months ended December 31, 2020 and 2019.
The
Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies were subject to progressive EIT
rates from 5% to 15% in 2020 and 2019. The preferential tax rate will be expired at end of year 2022 and the EIT rate will be
25% from year 2023.
The
Company’s parent entity, Addentax Group Corp. is an U.S entity and is subject to the United States federal income tax. No
provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for
the three and nine months ended December 31, 2020 and 2019.
F- 11
The
reconciliation of income taxes computed at the PRC statutory tax rate applicable to the PRC, to income tax expenses are as follows:
Three months ended
Nine months ended
December 31,
December 31,
2020
2019
2020
2019
PRC statutory tax rate
25 %
25 %
25 %
25 %
Computed expected benefits
(71,949 )
(62,297 )
(884,253 )
(233,850 )
Temporary differences
29,440
22,942
629,954
32,028
Permanent difference
6,640
-
131,595
-
Changes in valuation allowance
51,653
48,377
145,900
213,908
Income tax expense
$ 15,784
$ 9,022
$ 23,196
$ 12, 086
(b)
Value
Added Tax (“VAT”)
In
accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 13%, which is levied on the invoiced
value of sales and is payable by the purchaser. The subsidiaries HSW, DT and YS enjoyed preferential VAT rate of 13%. The Companies
are required to remit the VAT they collect to the tax authority. A credit is available whereby VAT paid on purchases can be used
to offset the VAT due on sales.
For
services, the applicable VAT rate is 9% under the relevant tax category for logistic company, except the branch of HPF enjoyed
the preferential VAT rate of 3% in 2020 and 2019. The Company is required to pay the full amount of VAT calculated at the applicable
VAT rate of the invoiced value of sales as required. A credit is available whereby VAT paid on gasoline and toll charges can be
used to offset the VAT due on service income.
11.
CONSOLIDATED
SEGMENT DATA
Segment
information is consistent with how chief operating decision maker reviews the businesses, makes investing and resource allocation
decisions and assesses operating performance. The segment data presented reflects this segment structure. The Company reports
financial and operating information in the following four segments:
(a)
Garment
manufacturing . Including manufacturing and distribution of garments;
(b)
Logistics
services . Providing logistic services; and
(c)
Epidemic
prevention supplies . Including manufacturing, distribution and trading of epidemic prevention supplies.
(d)
Property management and subleasing. Providing
shops subleasing and property management services for garment wholesalers and retailers in garment market.
The
Company also provides general corporate services to its segments and these costs are reported as “Corporate and others”.
Selected
information in the segment structure is presented in the following tables:
F- 12
Revenues
by segment for the three and nine months ended December 31, 2020 and 2019 are as follows:
Three months ended
December 31,
Nine months ended
December 31,
Revenues
2020
2019
2020
2019
Garments manufacturing segment
$ 2,287,981
$ 2,643,560
$ 5,186,042
$ 3,517,009
Logistics services segment
824,025
1,384,342
3,664,409
4,665,387
Property management and subleasing
294,759
-
294,759
-
Epidemic prevention supplies segment
4,787
-
11,868,854
-
Total of reportable segments and consolidated revenue
$ 3,411,552
$ 4,027,902
$ 21,014,064
$ 8,182,396
Income
from operations by segment for the three and nine months ended December 31, 2020 and 2019 are as follows:
Three months ended
Nine months ended
December 31,
December 31,
2020
2019
2020
2019
Garment manufacturing segment
$ 98,905
$ 158,268 )
$ 240,423
$ 187,803
Logistics services segment
57,222
(176,350 )
92,506
(168,634 )
Property management and subleasing
5,966
-
5,966
-
Epidemic prevention supplies
(201,147 )
-
(3,297,265 )
-
Total of reportable segments
(39,054 )
(18,082 )
(2,958,370 )
19,169
Reconciliation – Corporate
(249,472 )
(227,210 )
(634,645 )
(927,569 )
Total consolidated loss from operations
$ (288,526 )
$ (245,292 )
$ (3,593,015 )
$ (908,400 )
Total
assets by segment as at December 31, 2020 and March 31, 2020 are as follows:
Total assets
December 31, 2020
March 31, 2020
Garment manufacturing segment
$ 2,628,877
$ 4,098,758
Logistics services segment
1,877,949
2,422,140
Property management and subleasing
9,993,744
-
Epidemic prevention supplies
243,075
-
Total of reportable segments
14,743,645
6,520,898
Reconciliation – Corporate
2,534,719
1,901,080
Consolidated total assets
$ 17,278,364
$ 8,421,978
F- 13
12.
ACCRUED
EXPENSES AND OTHER PAYABLES
Accrued
expenses and other payables consist of the following as of December 31, 2020 and March 31, 2020:
December 31, 2020
March 31, 2020
Accrued wages and welfare
58,874
61,776
Other tax payable
51,387
25,206
Rental payable
52,833
24,972
Customers’ deposits
210,785
-
Other payables
37,437
118,963
$ 411,316
$ 230,917
13.
LEASE
RIGHT-OF-USE ASSET AND LEASE LIABILITIES
The
Company implemented new accounting policy according to the ASC 842, Leases, on April 1, 2019 on a modified retrospective basis
and did not restate comparative periods. Under the new policy, the Company recognized approximately $0.06 million lease liability
as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities
are measured at present value of the sum of remaining rental payments as of December 31, 2020, with discounted rate of 4.35%.
A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease
cost are classified within operating activities in the statement of cash flows.
The
Company leases its head office. The lease period is 5 years with an option to extend the lease. The Company leases its plant and
dormitory for 4.5 years with an option to extend the lease. The Company leased several floors in a commercial building for its
sublease business for 3 years with an option to extend the lease.
The
Following table summarizes the components of lease expense:
Three months ended
December 31,
Nine months ended
December 31,
2020
2019
2020
2019
Operating lease cost
444,162
126,053
668,883
325,664
Short-term lease cost
-
6,445
-
70,231
$ 444,162
$ 132,498
668,883
395,895
The
following table summarizes supplemental information related to leases:
Three months ended
December 31,
Nine months ended
December 31,
2020
2019
2020
2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flow from operating leases
$ 444,162
$ 132,498
$ 668,883
$ 395,895
Right-of-use assets obtained in exchange for new operating leases liabilities
10,378,042
65,527
10,404,962
1,966,535
Weighted average remaining lease term - Operating leases (years)
3.1
4.5
3.1
4.5
Weighted average discount rate - Operating leases
4.35 %
4.35 %
4.35 %
4.35 %
The
following table summarizes the maturity of operating lease liabilities:
Years ending December 31
Lease cost
2021
$ 4,092,830
2022
4,107,892
2023
4,145,246
2024
310,197
Total lease payments
12,656,165
Less: Interest
(1,051,639 )
Total
$ 11,604,526
F- 14
14.
SHARE CAPITAL
In
August 2020, the Company offered 747,000 common stocks to an individual investor. The subscription price was $5.00 per share.
The proceeds were all received in August 2020.
15.
DISPOSITION OF SUBSIDIARIES
The
Company sold its subsidiary DT, a manufacturing company in garment manufacturing segment on October 1 to a third party and sold
HPF, a subsidiary in logistics services segment in November 2020 to another third party. After disposition, the two subsidiaries
became third parties to the Company. The Company will not have any businesses with the two subsidiaries nor the buyers. The business
operations, customers and suppliers of DT and HPF were retained by the Company; therefore, the disposition of the two subsidiaries
did not qualify as discontinued operations.
Financial
position of the entities at disposal date and gain or loss on disposal:
Garment
Manufacturing Segment
Financial position of DT
September 30, 2020, date of disposal
Current assets
$ 675,515
Noncurrent assets
-
Current liabilities
(70,742 )
Net assets
$ 604,773
The
consideration was at the fair value as of date of disposal, which was also the carrying value of DT, resulting no gain or loss
recognized on the disposal.
Logistics
Services Segment
Financial position of HPF
November 16, 2020, date of disposal
Current assets
$ 742,798
Noncurrent assets
42,816
Current liabilities
(567,454 )
Net assets
$ 218,160
The
consideration was at the fair value as of date of disposal, which was also the carrying value of HPF, resulting no gain or loss
recognized on the disposal.
F- 15
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 December
31, 2020 and 2019 should be read in conjunction with the Financial Statements and corresponding notes included in this 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 garment manufacturer and logistics services provider based in China. We are listed on the OTCQB under the symbol of “ATXG”.
We classify our businesses into four segments: Garment manufacturing, Logistics services, Property management and subleasing,
and Epidemic prevention supplies.
Our
garment manufacturing business consists of sales made principally to wholesaler located in the People’s Republic of China
(“PRC”). We have our own manufacturing facilities, with sufficient production capacity and skilled workers on production
lines to ensure that we meet our high quality control standards and timely delivery requirement for our customers. We conduct
our garment manufacturing operations through five wholly owned subsidiaries, namely Dongguan Heng Sheng Wei Garments Co., Ltd
(“HSW”), Shantou Chenghai Dai Tou Garments Co., Ltd (“DT”), Dongguan Yushang Clothing Co., Ltd (“YS”),
and Shantou Yi Bai Yi Garments Co., Ltd (“YBY”) which are located in the Guangdong province, China. In October, the
Company disposed of DT to a third party at fair value, which was also its carrying value as of September 30, 2020.
Our
logistic business consists of delivery and courier services covering approximately 79 cities in approximately seven provinces
and two municipalities in China. Although we have our own motor vehicles and drivers, we currently outsource some of the business
to our contractors. We believe outsourcing allows us to maximize our capacity and maintain flexibility while reducing capital
expenditures and the costs of keeping drivers during slow seasons. We conduct our logistics services operations through three
wholly owned subsidiaries, namely Shenzhen Xin Kuai Jie Transportation Co., Ltd (“XKJ”), Shenzhen Yingxi Peng
Fa Logistic Co., Ltd., which was incorporated in November 2020, and Shenzhen Hua Peng Fa Logistic Co., Ltd (“HPF”),
which are located in the Guangdong province, China. In November, the Company disposed of HPF to a third party at fair value, which
was also its carrying value as of November 30, 2020.
The
business operations, customers and suppliers of DT and HPF were retained by the Company; therefore, the disposition of the two
subsidiaries did not qualify as discontinued operations.
Our
property management and subleasing provides shops subleasing and property management services for garment wholesalers and retailers
in garment market. We conduct our property management and subleasing operation through a wholly owned subsidiary, namely Dongguan
Yingxi Daying Commercial Co., Ltd (“DY”).
Our
epidemic prevention supplies business consists of manufacturing and distribution of epidemic prevention products and resale of
epidemic prevention supplies purchased from third party in both domestic and overseas markets. We conduct our manufacturing of
the epidemic prevention products in Dongguan Yushang Clothing Co., Ltd (“YS”). We conduct the trading of epidemic
prevention suppliers through Addentax Group Corp. (“ATXG”) and Shenzhen Qianhai Yingxi Industrial Chain Services Co.,
Ltd (“YX”), a wholly owned subsidiary of the Company.
Business
Objectives
Garment
Manufacturing Business
3
We
believe the strength of our garment manufacturing business is mainly due to our consistent emphasis on exceptional quality and
timely delivery of our products. The primary business objective for our garment manufacturing segment is to expand our customer
base and improve our profit.
Logistics
Services Business
The
business objective and future plan for our logistics services segment is to establish an efficient logistic system and to build
a nationwide delivery and courier network in China. As of December 31, 2020, we provide logistics services to over 79 cities in
approximately seven provinces and two municipalities. We expect to develop an additional 20 logistics points in existing serving
cities and improve the Company’s profit in the year end of 2021.
Property
Management and Subleasing Business
The
business objective of our property management and subleasing segment is to integrate resources in shopping mall, develop e-commerce
bases and the Internet celebrity economy together to drive to increase the value of the stores in the area. The short-term goal
for the year is to increase the occupancy rate of stores in the mall to more than 70%.
Epidemic
Prevention Supplies Business
The
primary objective of our epidemic prevention supplies business is to take the advantage of our resource in supply chain from the
garment manufacturing business segment to facilitate and maximize the production, distribution and resale of epidemic prevention
supplies, in order to increase our revenue base and improve our net profit.
Seasonality
of Business
Our
business is affected by seasonal trends, with higher levels of garment sales in our second and third quarters and higher logistics
services revenue in our third and fourth quarters. These trends primarily result from the timing of seasonal garment manufacturing
shipments and holiday periods in the logistics services segment.
Collection
Policy
Garment
manufacturing business
For
our new customers, we generally require orders placed to be backed by advances or deposits. For our long-term and established
customers with good payment track records, we generally provide payment terms between 30 to 180 days following their acknowledgement
of receipt of goods.
Logistics
services business
For
logistics services, we generally receive payments from the customers between 30 to 90 days following the date of the registration
of our receipt of packages.
Property
management and subleasing business
For
property management and subleasing business, we generally collect rental and management fees of the following month each month
in advance.
Epidemic
prevention supplies business
For
Epidemic prevention supplies business, we generally receive payment from the customers within 30 days following the delivery of
finished goods. We would also give our long-term customers with a 12 months long credit term policy to maintain a good business
relationship.
4
Economic
Uncertainty
Our
business is dependent on consumer demand for our products and services. We believe that the significant uncertainty in the economy
in China has increased our clients’ sensitivity to the cost of our products and services. We have experienced continued
pricing pressure. If the economic environment becomes weak, the economic conditions could have a negative impact on our sales
growth and operating margins, cash position and collection of accounts receivable. Additionally, business credit and liquidity
have tightened in China. 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 economy in China, 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.
Estimates
and Assumptions
We
regularly evaluate the accounting estimates that we use to prepare our financial statements. In general, management’s estimates
are based on historical experience, on information from third party professionals, and on various other assumptions that are believed
to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Revenue
Recognition
Revenue
is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods
or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for
those goods or services. 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 the
Company expects to receive in exchange for those goods and services. 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.
5
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
all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product and service
revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under
the adopted rules.
Leases
Lessee
The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”)
assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included
in property and equipment, other current liabilities, and other long-term liabilities in the consolidated 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. Operating lease ROU assets and liabilities are recognized at commencement date based on
the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally
use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of
the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease
incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Lessor
As
a lessor, the Company’s leases are classified as operating leases under ASC 842. Leases, in which the Company is the lessor,
are substantially all accounted for as operating leases and the lease components and non-lease components are accounted for separately.
Rental income from operating leases is recognized on a straight‑line basis over the term of the relevant lease. Initial
direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and
recognized on a straight‑line basis over the lease term.
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. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis
to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted
from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected
on the financial asset. This standard will be effective for the Company on April 1, 2023. The Company is currently evaluating
the impact the adoption of this ASU will have on its consolidated financial statements.
The
Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will
have a significant impact on the Company’s consolidated financial statements.
Results
of Operations for the three months ended December 31, 2020 and 2019
The
following tables summarize our results of operations for the three months ended December 31, 2020 and 2019. The table and the
discussion below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere
in this report.
Three Months Ended December 31,
Increase
(decrease) in 2020
2020 2019
compared to 2019
(In U.S. dollars, except for percentages)
Revenue
$ 3,411,552
100.0 %
$ 4,027,902
100 %
$ (616,350 )
(15.3 )%
Cost of revenues
(3,150,124 )
(92.3 )%
(3,746,040 )
(93.0 )%
595,916
(15.9 )%
Gross profit
261,428
7.7 %
281,862
7.0 %
(20,434
(7.2 )%
Operating expenses
(549,954 )
(16.1 )%
(527,154 )
(13.1 )%
(22,800 )
4.3 %
Loss from operations
(288,526 )
(8.5 )%
(245,292 )
(6.1 )%
(43,234 )
17.6 %
Other income, net
1,273
0.0 %
66
(0.0 )%
1,207 )
1,828.8 %
Net finance cost
(544 )
(0.0 )%
(3,964 )
(0.1 )%
3,420
(86.3 )%
Income tax expense
(15,784 )
(0.5 )%
(9,022 )
(0.2 )%
(6,762 )
75.0 %
Net loss
$ (303,581 )
(8.9 )%
$ (258,212 )
(6.4 )%
$ (45,369 )
17.6 %
Revenue
Revenue
generated from our garment manufacturing business contributed $2,287,981 or 67.1% of our total revenue for the three months ended
December 31, 2020. Revenue generated from our garment manufacturing business contributed $2,643,560 or 65.6% of our total revenue
for the three months ended December 31, 2019. The decrease of $0.4 million was mainly due to adverse effects of COVID-19.
6
Revenue
generated from our logistics services business contributed $824,025 or 24.2% of our total revenue for the three months ended December
31, 2020. Revenue generated from our logistic business contributed $1,384,342 or 34.4% of our total revenue for the three months
ended December 31, 2019. The decrease of $0.6 million mainly because of the adverse effects of COVID-19, we cannot smoothly go
through the logistics business.
Revenue
generated from our property management and subleasing business contributed $294,759 or 8.6% of our total revenue for the three
months ended December 31, 2020. This is a new business segment developed in current period and there was no revenue for the three
months ended December 31, 2019.
There
was minor revenue generated from our epidemic prevention supplies business for the three months ended December 31, 2020
because no profitable orders were obtained in the quarter. The Company accepted sales orders very cautiously to make sure the
sales orders can be matched with stable suppliers to secure profitability of each order. This is a new business developed
and there was no revenue for the three months ended December 31, 2019.
Total
revenue for the three months ended December 31, 2020 and 2019 were $3,411,552 and $4,027,902, respectively, a 15.3% decrease compared
with the three months ended December 31, 2019. The decrease was mainly because of the decrease of logistics services business
which was adversely affected by the COVID-19.
Cost
of revenue
Three months ended December 31,
Increase
(decrease) in
2020
2019
2020 compared to 2019
(In U.S. dollars, except for percentages)
Net revenue for garment manufacturing
$ 2,287,981
100.0 %
$ 2,643,560
100 %
$ (355,579 )
(13.5 )%
Raw materials
1,620,775
70.8 %
1,946,455
73.6 %
(325,680 )
(16.7 )%
Labor
467,478
20.4 %
469,268
17.8 %
(1,790 )
(0.4 )%
Other and Overhead
16,747
0.7 %
21,934
0.8 %
(5,187 )
(23.6 )%
Total cost of revenue for garment manufacturing
2,105,000
92.0 %
2,437,657
92.2 %
(332,657 )
(13.6 )%
Gross profit for garment manufacturing
182,981
8.0 %
205,903
7.8 %
(22,922 )
(11.1 )%
0
Net revenue for logistics services
824,025
100.0 %
1,384,342
100.0 %
(560,317 )
(40.5 )%
Fuel, toll and other cost of logistics services
482,568
58.6 %
464,583
33.5 %
17,985
3.9 %
Subcontracting fees
85,766
10.4 %
843,800
61.0 %
(758,034 )
(89.8 )%
Total cost of revenue for logistics services
568,334
69.0 %
1,308,383
94.5 %
(740,049 )
(56.6 )%
Gross Profit for logistics services
255,691
31.0 %
75,959
5.5 %
179,732
236.6 %
Net revenue for property management and subleasing
294,759
100.0 %
-
-
294,759
Total cost of revenue for property management and subleasing
272,759
92.5 %
-
-
272,759
Gross Profit for property management and subleasing
22,000
7.5 %
-
-
22,000
Net revenue for epidemic prevention supplies
$ 4,786
100.0 %
$ -
-
4,786
Merchandise/Finished goods/Raw materials
4,030
84.2 %
-
-
4,030
Total cost of revenue for epidemic prevention supplies
4,030
84.2 %
-
-
4,030
Gross profit for epidemic prevention supplies
756
15.8 %
-
-
756
Total cost of revenue
$ 2,950,123
125.9 %
$ 3,746,040
93.0 %
$ (795,917 )
(21.2 )%
Gross profit
$ 461,428
(25.9 )%
$ 281,862
7.0 %
$ 179,566
63.7 %
7
For
our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories
suppliers. Aggregate purchases from our five largest raw material suppliers represented approximately 100.0% and 98.7% of raw
materials purchases for the three months ended December 31, 2020 and 2019, respectively. One supplier provided more than 10% of
our raw materials purchases for the three months ended December 31, 2020 and 2019. We have not experienced difficulty in obtaining
raw materials essential to our business, and we believe we maintain good relationships with our suppliers.
Raw
material costs for our garment manufacturing business were 70.8% of our total garment manufacturing business revenue in the three
months ended December 31, 2020, compared with 73.6% in the three months ended December 31, 2019. The decreased in percentages
was mainly due to the purchase cost of the raw materials dropped.
Labor
costs for our garment manufacturing business were 20.4% of our total garment manufacturing business revenue in the three months
ended December 31, 2020, compared with 17.8% in the three months ended December 31, 2019. The increase in percentages
was mainly due to the rising wages in the PRC.
Overhead
and other expenses for our garment manufacturing business accounted for 0.7% of our total garment business revenue for the three
months ended December 31, 2020, compared with 0.8% of total garment business revenue for the three months ended December 31, 2019.
For
our logistic business, we outsource some of the business to our contractors. The Company relied on a few subcontractors, in which
the subcontracting fees to our largest contractor represented approximately 10.4% and 61.0% of total cost of revenues for our
service segment for the three months ended December 31 , 2020 and 2019, respectively. The percentage decreased as we
used our own logistics more than the subcontractors under COVID-19 epidemic. We have not experienced any disputes with our subcontractor
and we believe we maintain good relationships with our contract logistics services provider.
Fuel,
toll and other costs for our service business for the three months ended December 31, 2020 were $482,568 compared with $464,583
for the three months ended December 31, 2019. Fuel, toll and other costs for our service business accounted for 58.6% of our total
service revenue for the three months ended December 31, 2020, compared with 33.5% for the three months ended December 31, 2019.
The increase in percentages was primarily attributable to decrease of use of subcontractors under the epidemic circumstance.
Subcontracting
fees for our service business for the three months ended December 31, 2020 decreased 89.8% to $85,766 from $843,800 for the three
months ended December 31, 2019. Subcontracting fees accounted for 10.4% and 61.0% of our total service business revenue in the
three months ended December 31, 2020 and 2019, respectively. This decrease in percentages was primarily because the Company used
less subcontractors under the epidemic circumstance.
8
For
property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the
subleasing business.
For
epidemic prevention supplies business, we have trading and own production. The cost of revenue included cost of merchandise and
cost of our own products. The cost of merchandise was $4,030, represented 84.2% of total cost of revenue of the epidemic
prevention supplies business.
Total
cost of revenue for the three months ended December 31, 2020 was $2,950,123, compared with the amount of $3,746,040 for
the three months ended December 31, 2019. Total cost of sales as a percentage of total sales for the three months ended December
31, 2020 was 86.5%, compared with 93.0% for the three months ended December 31, 2019. Gross margin for the three months
ended December 31, 2020 was 13.5% compared with 7.0% for the three months ended December 31, 2019.
Gross
profit
Garment
manufacturing business gross profit for the three months ended December 31, 2020 was $182,981 compared with $205,903 for the three
months ended December 31, 2019. Gross profit accounted for 8.0% of our total Garment manufacturing business revenue for the three
months ended December 31, 2020, compared with 7.8% for the three months ended December 31, 2019. The gross margin was slightly
the same for both periods.
Gross
profit in our logistics services business for the three months ended December 31, 2020 was $255,691 and gross margin was 31.0%.
Gross profit in our logistics services business for the three months ended December 31, 2019 was $75,959 and gross margin was
5.5%. The increase of gross margin was mainly due to use less subcontractors, strict control of logistic cost and focus on
high profitable customers.
Gross
profit in our property management and subleasing business for the three months ended December 31, 2020 was $22,000, or 7.5% of
our total property management and subleasing business revenue. This is a new business developed in current period.
Gross
profit in our epidemic prevention supplies business for the three months ended December 31, 2020 was $756.
Three months ended December 31,
Increase
(decrease) in
2020
2019
2020 compared to 2019
(In U.S. dollars, except for percentages)
Gross profit
$ 461,428
100 %
$ 281,862
100 %
179,566
63.7 %
Operating expenses:
Selling expenses
(217,942 )
(47.2 )%
(960 )
(0.3 )%
(216,982 )
22,602.3 %
General and administrative expenses
(532,012 )
(115.3 )%
(526,194 )
(186.7 )%
(5,818 )
1.1 %
Total
$ (749,954 )
(162.5 )%
$ (527,154 )
(187.0 )%
(222,800 )
42.3 %
Loss from operations
$ (288,526 )
(62.5 )%
$ (245,292 )
(87.0 )%
(43,234 )
17.6 %
Selling,
General and administrative expenses
Our
selling expenses in our Garment manufacturing business segment for the three months ended December 31, 2020 and 2019 was $883
and $960, respectively. Our selling expenses in our logistics services segment was $nil for the three months ended December 31,
2020 and 2019, respectively. Selling expenses in our property management and subleasing business was $15,490 and nil for the three
months ended December 31, 2020 and 2019, respectively. Selling expenses in our epidemic prevention supplies segment was $201,569
and nil for the three months ended December 31, 2020 and 2019, respectively. The selling expense for the three months ended
December 31, 2020 mainly was consist of $200,000 free goods to customers as a marketing expense. Selling expenses consist
primarily of advertisement, local transportation, unloading charges and product inspection charges. Total selling expenses for
the three months ended December 31, 2020 increased 22.6 times to $217,942 from $960 for the three months ended December
31, 2019. It was mainly due to increase of marketing expenses of epidemic prevention supplies business and the marketing
expenses in the new property management and subleasing business segment.
Our
general and administrative expenses in our Garment manufacturing business segment for the three months ended December 31, 2020
and 2019 was $83,188 and $46,675, respectively. Our general and administrative expenses in our logistics services segment, for
the three months ended December 31, 2020 and 2019 was $198,469 and $252,309, respectively. The general and administrative expenses
in our property management and subleasing business was $544 for the three months ended December 31, 2020. Our general and administrative
expenses in our epidemic prevention supplies segment was $338 for the three months ended December 31, 2020. Our general and administrative
expenses in our corporate office for the three months ended December 31, 2020 and 2019 was $249,473 and $227,210, respectively.
General and administrative expenses consist primarily of 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.
9
Total
general and administrative expenses for the three months ended December 31, 2020 increased slightly by 1.1% to $532,012 from $526,194
for the three months ended December 31, 2019.
Income
(loss) from operations
Loss
from operations for the three months ended December 31, 2020 and 2019 was $288,526 and $245,292, respectively. Income from operations
of $98,905 and $158,268 was attributed from our garment manufacturing segment for the three months ended December 31, 2020 and
2019, respectively. Income (loss) from operations of $57,222 and $(176,350) was attributed from our logistics services segment
for the three months ended December 31, 2020 and 2019, respectively. Income from operations of $5,966 was attributed from our
newly developed property management and subleasing business. Loss from operations of $(201,147) was attributed from our epidemic
prevention supplies segment for the three months ended December 31, 2020. We incurred a loss from operations in corporate office
of $249,472 and $227,210 for the three months ended December 31, 2020 and 2019, respectively. The loss from our corporate
office was mainly due to increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements.
Income
Tax Expenses
Income
tax expense for the three months ended December 31, 2020 and 2019 was $15,784 and $9,022, respectively, a 74.9% increase compared
to 2019. The Company operates in the PRC and files tax returns in the PRC jurisdictions.
Yingxi
Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin
Islands, is not subject to income taxes.
Yingxi
HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive tax rate of 16.5%. No provision for income
taxes in Hong Kong has been made as Yingxi HK had no taxable income for the three months ended December 31, 2020 and 2019.
QYTG
and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income
taxes in the PRC has been made as QYTG and YX had no taxable income for the three months ended December 31, 2020 and 2019.
The
Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates
from 5% to 15% in 2020. The preferential tax rates will be expired at end of year 2022 and the EIT rate will be 25% from year
2023.
The
Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income
tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income
for the three months ended December 31, 2020 and 2019.
Net
Loss
We
incurred a net loss of $303,581 and $258,212 for the three months ended December 31, 2020 and 2019, respectively. Our basic and
diluted loss per share were $(0.01) and $(0.01) for the three months ended December 31, 2020 and 2019, respectively.
10
Results
of Operations for the nine months ended December 31, 2020 and 2019
The
following tables summarize our results of operations for the nine months ended December 31, 2020 and 2019. The table and the discussion
below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this
report.
Nine months Ended December 31,
Increase (decrease) in
2020
2019
2020 compared to 2019
(In U.S. dollars, except for percentages)
Revenue
$ 21,014,064
100.0 %
$ 8,182,396
100 %
$ 12,831,668
156.8 %
Cost of revenues
(22,776,087 )
(108.4 )%
(7,221,683 )
(88.3 )%
15,554,404
215.4 %
Gross profit
(1,762,023 )
(8.4 )%
960,713
11.7 %
(2,722,736 )
(283.4 )%
Operating expenses
(1,830,992 )
(8.7 )%
(1,869,113 )
(22.8 )%
(38,121 )
(2.0 )%
(Loss) Income from operations
(3,593,015 )
(17.1 )%
(908,400 )
(11.1 )%
(2,684,615 )
(295.5 )%
Other income, net
62,489
0.3 %
(10,753 )
(0.1 )%
73,242
681.1 %
Net finance cost
(6,484 )
0.0 %
(16,246 )
(0.2 )%
(9,762 )
(60.1 )%
Income tax expense
(23,196 )
(0.1 )%
(12,086 )
(0.1 )%
11,110
91.9 %
Net loss
$ (3,560,206 )
(16.9 )%
$ (947,485 )
(11.6 )%
$ (2,612,721 )
(275.8 )%
Revenue
Revenue
generated from our garment manufacturing business contributed $5,186,042 or 24.7% of our total revenue for the nine months ended
December 31, 2020. Revenue generated from our garment manufacturing business contributed $3,517,009 or 34.0% of our total revenue
for the nine months ended December 31, 2019. The increase of $1.7 million was mainly because revenue in production capacity increased
from newly setup subsidiary YBY.
Revenue
generated from our logistic business contributed $3,664,409 or 17.4% of our total revenue for the nine months ended December 31,
2020. Revenue generated from our logistic business contributed $4,665,387 or 57.0% of our total revenue for the nine months ended
December 31, 2019. The decrease mainly due to adverse effects from COVID-19, we cannot smoothly go through the logistics business.
Revenue
generated from our property management and subleasing business contributed $294,759 or 1.4% of our total revenue for the nine
months ended December 31, 2020. This is a new business segment developed in current period and there was no revenue for the nine
months ended December 31, 2019.
Revenue
generated from our epidemic prevention supplies business contributed $11,868,854, or 56.5% of our total revenue for the nine months
ended December 31, 2020. This is a new business developed in the current period. It included revenue from trading of merchandise
and revenue from sales of our own products. The revenue from trading of merchandise was $11,791,672, representing 99.3% of total
revenue from the epidemic prevention suppliers business.
Total
revenue for the nine months ended December 31, 2020 and 2019 were $21,014,064 and $ 8,182,396, respectively, a 156.8% increase
compared with the nine months ended December 31, 2019. The increase was mainly because the increase of garment manufacturing production
capacity in YBY, a newly setup subsidiary, and the epidemic prevention supplies business newly developed in current period.
11
Cost
of revenue
Nine months ended December 31,
Increase (decrease) in
2020
2019
2020 compared to
2019
(In U.S. dollars, except for percentages)
Net revenue for garment manufacturing
$ 5,186,042
100.0 %
$ 3,517,009
100.0 %
$ 1,669,034
47.5 %
Raw materials
3,709,275
71.5 %
2,551,508
72.5
1,157,767
45.4 %
Labor
1,030,350
19.9 %
570,182
16.2
460,169
80.7 %
Other and Overhead
30,918
0.6 %
53,992
1.5
(23,074 )
(42.7 )%
Total cost of revenue for garment manufacturing
4,770,543
92.0 %
3,175,682
90.3 %
1,594,862
50.2 %
Gross profit for garment manufacturing
415,499
8.0 %
341,327
9.7 %
74,172
21.7 %
Net revenue for logistics services
3,664,409
100.0 %
4,665,387
100.0 %
(1,000,979 )
(21.5 )%
Fuel, toll and other cost of logistics services
1,367,753
37.3 %
1,385,870
29.7 %
(18,117 )
(1.3 )%
Subcontracting fees
1,576,228
43.0 %
2,660,131
57.0 %
(1,083,904 )
(40.7 )%
Total cost of revenue for logistics services
2,943,981
80.3 %
4,046,001
86.7 %
(1,102,021 )
(27.2 )%
Gross Profit for logistics services
720,428
19.7 %
619,386
13.3 %
101,042
16.3 %
Net revenue for property management and subleasing
294,759
100.0 %
-
-
294,759
Total cost of revenue for property management and subleasing
272,759
92.5 %
-
-
272,759
Gross Profit for property management and subleasing
22,000
7.5 %
-
-
22,000
Net revenue for epidemic prevention supplies
$ 11,868,854
100 %
$ -
- %
$ 11,868,854
Merchandise/Finished goods/Raw materials
14,684,284
123.8 %
-
- %
14,684,284
Labor
64,946
0.5 %
-
- %
64,946
Other and Overhead
39,574
0.3 %
-
- %
39,574
Total cost of revenue for epidemic prevention supplies
14,788,804
124.6 %
-
- %
14,788,804
Gross profit for epidemic prevention supplies
(2,919,950 )
(24.6 )%
-
-
(2,919,950 )
Total cost of revenue
$ 22,776,087
108.4 %
$ 7,221,683
88.3 %
$ 15,554,404
215.4 %
Gross profit
$ (1,762,023 )
(8.4 )%
$ 960,713
11.7 %
$ (2,722,736 )
(283.4 )%
12
For
our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories
suppliers. Aggregate purchases from our five largest raw material suppliers represented approximately 97.7% and 91.2% of raw materials
purchases for the nine months ended December 31, 2020 and 2019, respectively. One suppliers provided more than 10% of our raw
materials purchases for both nine months ended December 31, 2020 and 2019, respectively. We have not experienced difficulty in
obtaining raw materials essential to our business, and we believe we maintain good relationships with our suppliers.
Raw
material costs for our garment manufacturing business were 71.5% of our total garment manufacturing business revenue in the nine
months ended December 31, 2020, compared with 72.5% in the nine months ended December 31, 2019. The decreased in percentages was
mainly due to the purchase cost of the raw materials dropped.
Labor
costs for our garment manufacturing business were 19.9% of our total garment manufacturing business revenue in the nine months
ended December 31, 2020, compared with 16.2% in the nine months ended December 31, 2019. The increase in percentages was mainly
due to the rising wages in the PRC.
Overhead
and other expenses for our garment manufacturing business accounted for 0.6% of our total garment manufacturing business revenue
for the nine months ended December 31, 2020, compared with 1.5% of total garment manufacturing business revenue for the nine months
ended December 31, 2019.
For
our logistic business, we outsource some of the business to our contractors. The Company relied on a few subcontractors, in which
the subcontracting fees to our largest contractor represented approximately 43.0% and 57.0% of total cost of revenues for our
service segment for the nine months ended December 31, 2020 and 2019, respectively. The percentage decreased as we used less subcontractors
during the COVID-19 epidemic circumstance. We have not experienced any disputes with our subcontractor and we believe we maintain
good relationships with our contract logistics services provider.
Fuel,
toll and other costs for our service business for the nine months ended December 31, 2020 were $1,367,753 compared with $1,385,870
for the nine months ended December 31, 2019. Fuel, toll and other costs for our service business accounted for 37.3% of our total
service revenue for the nine months ended December 31, 2020, compared with 29.7% for the nine months ended December 31, 2019.
The increase in percentages was primarily attributable to decrease of use of subcontractors under the epidemic circumstance.
Subcontracting
fees for our service business for the nine months ended December 31, 2020 decreased 40.7% to $1,576,228 from $2,660,132 for the
nine months ended December 31, 2019. Subcontracting fees accounted for 43.0% and 57.0% of our total service business revenue in
the nine months ended December 31, 2020 and 2019, respectively. This decrease in percentages was primarily because the Company
used less subcontractors under the epidemic circumstance.
For
property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the
subleasing business.
For
epidemic prevention supplies business, we have trading and own production. The cost of revenue included cost of merchandise and
cost of our own products. The cost of merchandise was $14,684,284, represented 99.3% of total cost of revenue of the epidemic
prevention supplies business.
Total
cost of revenue for the nine months ended December 31, 2020 was $22,776,087, compared with the amount of $7,221,683 for
the nine months ended December 31, 2019. Total cost of sales as a percentage of total sales for the nine months ended December
31, 2020 was 108.4%, compared with 88.3% for the nine months ended December 31, 2019. Gross (loss) margin for the nine
months ended December 31, 2020 was (8.4)% compared with 11.7% for the nine months ended December 31, 2019.
13
Gross
profit
Gross
profit of Garment manufacturing business for the nine months ended December 31, 2020 was $415,499 compared with $341,327 for the
nine months ended December 31, 2019. Gross profit accounted for 8.0% of our total Garment manufacturing business revenue for the
nine months ended December 31, 2020, compared with 9.7% for the nine months ended December 31, 2019. The decrease of gross margin
was due to increase of labor cost.
Gross
profit in our logistics services business for the nine months ended December 31, 2020 was $720,428 and gross margin was 19.7%.
Gross profit in our logistics services business for the nine months ended December 31, 2019 was $619,386 and gross margin was
13.3%.
Gross
profit in our property management and subleasing business for the nine months ended December 31, 2020 was $22,000, or 7.5% of
our total property management and subleasing business revenue. This is a new business developed in current period.
Gross
loss in our epidemic prevention supplies business for the nine months ended December 31, 2020 was $2,919,950 and gross
margin was (24.6)%. The large lost was mainly because the cost of materials increased significantly and rapidly while the
selling price was fixed in the sales agreement with the customers.
Nine months ended December 31,
Increase
(decrease) in
2020
2019
2020
compared to 2019
(In U.S. dollars, except for percentages)
Gross (loss) profit
$ (1,762,023 )
100 %
$ 960,713
100 %
(2,722,736 )
(283.4 )%
Operating expenses:
Selling expenses
(376,975 )
21.4 %
(11,825 )
(1.2 )%
365,150
3,087.8 %
General and administrative expenses
(1,454,017 )
82.5 %
(1,857,288 )
(193.3 )%
(403,271 )
(21.7 )%
Total
$ (1,830,992 )
103.9 %
$ (1,869,113 )
(194.6 )%
(38,121 )
(2.0 )%
Loss from operations
$ (3,593,015 )
203.9 %
$ (908,400 )
(94.6 )%
2,684,615
295.5 %
Selling,
General and administrative expenses
Our
selling expenses in our Garment manufacturing business segment for the nine months ended December 31, 2020 and 2019 was $2,606
and $11,826, respectively. Our selling expenses in our logistics services segment was $nil for the nine months ended December
31, 2020 and 2019, respectively. Selling expenses in our property management and subleasing business was $15,490 and nil for the
nine months ended December 31, 2020 and 2019, respectively. Selling expenses in our epidemic prevention supplies segment was $358,879
for the nine months ended December 31, 2020. Selling expenses consist primarily of advertisement, local transportation, unloading
charges and product inspection charges. Total selling expenses for the nine months ended December 31, 2020 increased 30.9 times
to $376,975 from $11,825 for the nine months ended December 31, 2019, mainly due to the selling and marketing expenses
in the newly developed epidemic prevention supplies segment and property management and subleasing segment.
Our
general and administrative expenses in our Garment manufacturing business segment for the nine months ended December 31, 2020
and 2019 was $172,138 and $141,698, respectively. Our general and administrative expenses in our logistics services segment, for
the nine months ended December 31, 2020 and 2019 was $627,922 and $788,021, respectively. The general and administrative expenses
in our property management and subleasing business was $544 for the nine months ended December 31, 2020. Our general and administrative
expenses in our epidemic prevention supplies segment was $18,767 for the nine months ended December 31, 2020. Our general and
administrative expenses in our corporate office for the nine months ended December 31, 2020 and 2019 was $634,645 and $927,569,
respectively. General and administrative expenses consist primarily of 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.
14
Total
general and administrative expenses for the nine months ended December 31, 2020 decreased 21.7% to $1,454,017 from $1,857,288
for the nine months ended December 31, 2019. The amount was $403,271 higher than in the nine months ended December 31, 2019 was
mainly due to the professional fees for Form S1 filing.
Income
(loss) from operations
Loss
from operations for the nine months ended December 31, 2020 and 2019 was $(3,593,015) and $(908,400), respectively. Income from
operations of $240,423 and $187,803 was attributed from our garment manufacturing segment for the nine months ended December 31,
2020 and 2019, respectively. Income (loss) from operations of $92,506 and $(168,634) was attributed from our logistics services
segment for the nine months ended December 31, 2020 and 2019, respectively. Income from operations of $5,966 was attributed from
our newly developed property management and subleasing business for the nine months ended December 31, 2020. Loss from operations
of $3,297,265 was attributed from our epidemic prevention supplies segment for the nine months ended December 31,
2020. We incurred a loss from operations in corporate office of $634,645 and $927,569 for the nine months ended December
31, 2020 and 2019, respectively. The loss from our corporate office was mainly due to increase in legal and professional fees
to comply with the SEC accounting, disclosure and reporting requirements.
Income
Tax Expenses
Income
tax expense for the nine months ended December 31, 2020 and 2019 was $23,196 and $12,086, respectively, a 91.9% increase compared
to 2019. The Company operates in the PRC and files tax returns in the PRC jurisdictions.
The
tax jurisdiction and income tax rate of each entity was described in the above section of analysis of three months’ results.
Addentax, Yingxi, Yingxi HK, QYTG, YX, HXPF, HPF and YS had no taxable income for the nine months ended December 31, 2020 and
2019.
Net
Income (Loss)
We
incurred a net loss of $3,560,206 and $947,485 for the nine months ended December 31, 2020 and 2019, respectively. Our basic and
diluted (loss) per share were $(0.14) and $(0.04) for the nine months ended December 31, 2020 and 2019, respectively.
Summary
of cash flows
Summary
cash flows information for the nine months ended December 31, 2020 and 2019 is as follow:
Nine months ended December 31,
2020
2019
(In U.S. dollars)
Net cash used in operating activities
$ (3,782,116 )
$ (1,058,936 )
Net cash used in investing activities
$ (1,094,344 )
$ (94,864 )
Net cash provided by financing activities
$ 4,718,213
$ 1,306,400
Net
cash used in operating activities consist of net loss of $3,560,206, increased by depreciation and amortization of $83,210, loss
on disposal of property and equipment of $1,472, and decrease in change of operating assets and liabilities of $306,592. We will
continue to improve our operating cash flow by closely monitoring the timely collection of accounts and other receivables. We
generally do not hold any significant inventory for more than ninety days, as we typically manufacture upon customers’ order.
15
Net
cash used in investing activities consist of purchase of plant and equipment of $392,108 and proceeds from disposal of plant and
equipment of $2,243, and cash decreased of $704,479 in disposal of two subsidiaries.
Net
cash provided by financing activities consist of repayment of related party borrowings of $6,605,044 and we received related party
proceeds of $7,697,827; Repayment of bank loan of $196,456 and draw down of new bank loan of $86,886; and Proceeds of $3,735,000
from subscription of ordinary shares offered to a shareholder.
Financial
Condition, Liquidity and Capital Resources
As
of December 31, 2020, we had cash on hand of $356,728, total current assets of $4,779,450 and current liabilities of $12,661,861.
We presently finance our operations primarily from cash flows from borrowings from related parties and third parties. We also
raised equity fund of $3,735,000 by issuance of common stocks in August 2020. We aim to improve our operating cash flows and anticipate
that cash flows from our operations and borrowings from related parties and third parties will continue to be our primary source
of funds to finance our short-term cash needs. The Company’s financial conditions raise substantial doubt about the Company’s
ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit
generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities
arising from normal business operations when they become due. The Company expects to finance operations primarily through cash
flow from revenue and capital contributions from the CEO. During the year, the CEO has provided financial support for the operations
of the Company. In the event that the Company requires additional funding to finance the growth of the Company’s current
and expected future operations as well as to achieve our strategic objectives, the CEO has indicated the intent and ability to
provide additional equity financing.
The
growth and development of our business will require a significant amount of additional working capital. We currently have limited
financial resources and based on our current operating plan, we will need to raise additional capital in order to continue as
a going concern. We currently do not have adequate cash to meet our short or long-term objectives. In the event additional capital
is raised, it may have a dilutive effect on our existing stockholders.
We
are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive
industry. Due to the absence of a long standing operating history and the emerging nature of the markets in which we compete,
we anticipate operating losses until we can successfully implement our business strategy, which includes all associated revenue
streams. Our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability
of this business model is unproven. We may never ever achieve profitable operations. Our future operating results depend on many
factors, including demand for our services, the level of competition, and the ability of our officers to manage our business and
growth. As a result of the emerging nature of the market in which we compete, we may incur operating losses until such time as
we can develop a substantial and stable revenue base. Additional development expenses may delay or negatively impact the ability
of the Company to generate profits. Accordingly, we cannot assure you that our business model will be successful or that we can
sustain revenue growth, achieve or sustain profitability, or continue as a going concern.
Foreign
Currency Translation Risk
Our
operations are located in China, which may give rise to significant foreign currency risks from fluctuations and the
degree of volatility in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”). All of our
sales are in RMB. In the past years, RMB continued to appreciate against the U.S. dollar. As of December 31, 2020, the market
foreign exchange rate had decreased to RMB 6.53 to one U.S. dollar. Our financial statements are translated into U.S. dollars
using the closing rate method. The balance sheet items are translated into U.S. 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 (loss) gain
for the three and nine months ended December 31, 2020 and 2019 was $(85,728) and $(50,440), (173,879) and $58,715, respectively.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of December 31, 2020
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.
16
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
applicable to smaller reporting companies.
Item
4. Controls and Procedures
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934
(the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.
We
carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2020. Based on
the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls
over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures
were not effective.
Changes
in Internal Controls over Financial Reporting
There
was no change in the Company’s internal control over financial reporting period covered by this report that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
17
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
From
time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.
We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would
individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash
flows.
Item
1A. Risk Factors
As
a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called
for by this Item 1A.
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
There
is no other information required to be disclosed under this item, which was not previously disclosed.
Item
6. Exhibits
Exhibit
Number
Description
(31)
Rule
13a-14 (d)/15d-14d) Certifications
31.1*
Section 302 Certification by the Principal Executive Officer
31.2*
Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)
Section
1350 Certifications
32.1*
Section 906 Certification by the Principal Executive Officer
32.2*
Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101 *
Interactive
Data File
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
*Filed
herewith.
18
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Addentax
Group Corp.
Date:
February 22, 2021
By:
/s/
Hong Zhida
Hong
Zhida
President,
Chief Executive Officer and Director,
(Principal
Executive Officer)
Date:
February 22, 2021
By:
/s/
Huang Chao
Huang
Chao
Chief
Financial Officer and Treasurer
(Principal
Financial and Accounting Officer)
19
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.