UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the quarterly period ended December 31, 2016 |
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the transition period from _______________ to ___________________ |
| Commission File Number: 001-34711 |
| CHINA JO-JO DRUGSTORES, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 98-0557852 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) | |
1st Floor, Yuzheng Plaza, No. 76, Yuhuangshan Road, Hangzhou, Zhejiang Province People’s Republic of China |
310002 | |
| (Address of principal executive offices) | (Zip Code) |
| +86 (571) 88077078 |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every, Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ |
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of February 9, 2017, the registrant had 25,214,678 shares of common stock, par value $0.001 per share, outstanding.
TABLE OF CONTENTS
TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED December 31, 2016
| Page | ||
| PART I | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements | 1 |
| Unaudited Condensed Consolidated Balance Sheets as of December 31, 2016 and March 31, 2016 | 1 | |
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months ended December 31, 2016 and 2015 | 2 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended December 31, 2016 and 2015 | 3 | |
| Notes to Condensed Unaudited Consolidated Financial Statements | 4 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 23 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 33 |
| Item 4. | Controls and Procedures | 33 |
| PART II | OTHER INFORMATION | |
| Item 6. | Exhibits | 33 |
| Signatures | 34 | |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
All statements contained in this Quarterly Report on Form 10-Q (“Form 10-Q”) for the registrant, other than statements of historical facts, that address future activities, events or developments are forward-looking statements, including, but not limited to, statements containing the words “believe,” “anticipate,” “expect” and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties that may cause actual results to differ materially.
Such risks include, among others, the following: national and local general economic and market conditions: our ability to sustain, manage or forecast our growth; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.
Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations.
PART I - FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
CHINA JO-JO DRUGSTORES, INC AND SUBSIDIARIES
condensed CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| December 31, | March 31, | |||||||
| 2016 | 2016 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 4,643,349 | $ | 6,671,873 | ||||
| Financial assets available for sale | - | 465,165 | ||||||
| Restricted cash | 8,980,544 | 13,747,990 | ||||||
| Notes receivable | 42,740 | 15,506 | ||||||
| Trade accounts receivable, net | 9,441,386 | 8,054,597 | ||||||
| Inventories | 10,565,855 | 10,802,691 | ||||||
| Other receivables, net | 1,440,641 | 1,376,468 | ||||||
| Advances to suppliers, net | 3,839,635 | 4,230,665 | ||||||
| Other current assets | 1,483,431 | 1,518,048 | ||||||
| Total current assets | 40,437,581 | 46,883,003 | ||||||
| PROPERTY AND EQUIPMENT, net | 4,607,201 | 5,543,076 | ||||||
| OTHER ASSETS | ||||||||
| Long-term investment | 40,131 | 108,539 | ||||||
| Farmland assets | 1,484,987 | 1,562,205 | ||||||
| Long term deposits | 2,277,120 | 2,452,056 | ||||||
| Other noncurrent assets | 2,727,401 | 2,595,129 | ||||||
| Intangible assets, net | 2,706,919 | 2,928,779 | ||||||
| Total other assets | 9,236,558 | 9,646,708 | ||||||
| Total assets | $ | 54,281,340 | $ | 62,072,787 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Short-term loan payable | $ | 28,799 | $ | 31,011 | ||||
| Accounts payable, trade | 14,402,089 | 16,667,396 | ||||||
| Notes payable | 12,215,720 | 17,595,634 | ||||||
| Other payable | 2,064,231 | 1,917,821 | ||||||
| Other payable - related parties | 922,192 | 2,199,775 | ||||||
| Customer deposits | 2,485,944 | 2,610,151 | ||||||
| Taxes payable | 594,315 | 483,770 | ||||||
| Accrued liabilities | 577,418 | 615,056 | ||||||
| Total current liabilities | 33,290,708 | 42,120,614 | ||||||
| Warrant liability | 510,859 | 636,301 | ||||||
| Total liabilities | 33,801,567 | 42,756,915 | ||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Preferred stock; $0.001 par value; 10,000,000 shares authorized; 0 issued and outstanding as of December 31, 2016 and March 31, 2016 | ||||||||
| Common stock; $0.001 par value; 250,000,000 shares authorized; 20,374,678 and 17,735,504 shares issued and outstanding as of December 31, 2016 and March 31, 2016 | 20,375 | 17,736 | ||||||
| Additional paid-in capital | 25,597,019 | 22,088,267 | ||||||
| Statutory reserves | 1,309,109 | 1,309,109 | ||||||
| Accumulated deficit | (7,562,837 | ) | (6,957,053 | ) | ||||
| Accumulated other comprehensive income | 1,116,107 | 2,857,813 | ||||||
| Total stockholders' equity | 20,479,773 | 19,315,872 | ||||||
| Total liabilities and stockholders' equity | $ | 54,281,340 | $ | 62,072,787 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 1 |
CHINA JO-JO DRUGSTORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| REVENUES, NET | $ | 20,610,024 | $ | 24,708,046 | $ | 61,706,774 | $ | 68,596,964 | ||||||||
| COST OF GOODS SOLD | 16,426,153 | 19,860,713 | 48,688,092 | 55,396,941 | ||||||||||||
| GROSS PROFIT | 4,183,871 | 4,847,333 | 13,018,682 | 13,200,023 | ||||||||||||
| SELLING EXPENSES | 3,570,182 | 3,286,637 | 9,276,225 | 9,801,761 | ||||||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | 1,451,849 | 1,868,448 | 4,752,981 | 3,628,520 | ||||||||||||
| TOTAL OPERATING EXPENSES | 5,022,031 | 5,155,085 | 14,029,206 | 13,430,281 | ||||||||||||
| LOSS FROM OPERATIONS | (838,160 | ) | (307,752 | ) | (1,010,524 | ) | (230,258 | ) | ||||||||
| INTEREST INCOME | 54,003 | 62,337 | 339,460 | 253,074 | ||||||||||||
| INTEREST EXPENSE | (415 | ) | (2,945 | ) | (1,285 | ) | (156,951 | ) | ||||||||
| OTHER INCOME (LOSS), NET | (99,485 | ) | (349,514 | ) | 5,139 | (315,894 | ) | |||||||||
| CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES | 67,296 | 15,444 | 125,389 | 173,510 | ||||||||||||
| INCOME BEFORE INCOME TAXES | (816,761 | ) | (582,430 | ) | (541,821 | ) | (276,519 | ) | ||||||||
| PROVISION FOR INCOME TAXES | 18,045 | 35,099 | 63,963 | 79,224 | ||||||||||||
| NET LOSS | (834,806 | ) | (617,529 | ) | (605,784 | ) | (355,743 | ) | ||||||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||
| Foreign currency translation adjustments | (1,768,854 | ) | (268,795 | ) | (1,741,706 | ) | (1,043,348 | ) | ||||||||
| COMPREHENSIVE LOSS | $ | (2,603,660 | ) | $ | (886,324 | ) | $ | (2,347,490 | ) | $ | (1,399,091 | ) | ||||
| WEIGHTED AVERAGE NUMBER OF SHARES: | ||||||||||||||||
| Basic | 19,941,439 | 17,180,830 | 19,188,867 | 16,459,195 | ||||||||||||
| Diluted | 19,941,439 | 17,180,830 | 19,188,867 | 16,459,195 | ||||||||||||
| EARNINGS PER SHARES: | ||||||||||||||||
| Basic | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.02 | ) | $ | (0.02 | ) | ||||
| Diluted | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.02 | ) | $ | (0.02 | ) | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 2 |
CHINA JO-JO DRUGSTORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine months ended December 31, | ||||||||
| 2016 | 2015 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | (605,784 | ) | (355,743 | ) | |||
| Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 891,542 | 1,163,994 | ||||||
| Stock-based compensation | 1,907,582 | 520,953 | ||||||
| Bad debt provision | (505,117 | ) | (1,369,786 | ) | ||||
| Change in fair value of warrant derivative liability | (125,441 | ) | (173,510 | ) | ||||
| Change in operating assets: | ||||||||
| Accounts receivable, trade | (1,130,490 | ) | 243,666 | |||||
| Notes receivable | (29,484 | ) | 99,199 | |||||
| Inventories | (555,388 | ) | (413,472 | ) | ||||
| Other receivables | 64,419 | (142,734 | ) | |||||
| Advances to suppliers | (683,980 | ) | (413,238 | ) | ||||
| Other current assets | (76,656 | ) | 678,339 | |||||
| Other noncurrent assets | (330,217 | ) | - | |||||
| Change in operating liabilities: | ||||||||
| Accounts payable, trade | (1,119,770 | ) | (93,695 | ) | ||||
| Other payables and accrued liabilities | 296,298 | 277,298 | ||||||
| Customer deposits | 64,508 | (1,146,504 | ) | |||||
| Taxes payable | 150,910 | 205,734 | ||||||
| Net cash used in operating activities | (1,787,068 | ) | (919,499 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of equipment | (115,463 | ) | (171,314 | ) | ||||
| Decrease in Financial assets available for sale | 449,403 | 1,279,200 | ||||||
| Investment in a joint venture | (74,900 | ) | (111,930 | ) | ||||
| Termination of a joint venture | 69,802 | |||||||
| Additions to leasehold improvements | (200,428 | ) | - | |||||
| Net cash provided by investing activities | 128,414 | 995,956 | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from short-term bank loan | - | 23,115 | ||||||
| Repayment of short-term bank loan | - | (55,095 | ) | |||||
| Change in restricted cash | 3,939,366 | (4,423,287 | ) | |||||
| Repayments of notes payable | (24,600,434 | ) | (15,415,543 | ) | ||||
| Proceeds from notes payable | 20,309,469 | 17,711,172 | ||||||
| Proceeds from other payables-related parties | 375,395 | (179,934 | ) | |||||
| Proceeds from equity financing | - | 2,699,500 | ||||||
| Net cash provided by financing activities | 23,796 | 359,928 | ||||||
| EFFECT OF EXCHANGE RATE ON CASH | (393,666 | ) | (120,694 | ) | ||||
| INCREASE IN CASH | (2,028,524 | ) | 315,691 | |||||
| CASH, beginning of period | 6,671,873 | 4,023,581 | ||||||
| CASH, end of period | $ | 4,643,349 | $ | 4,339,272 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | 1,348 | $ | 151,258 | ||||
| Cash paid for income taxes | $ | 57,688 | $ | 48,424 | ||||
| Non-cash financing activities: | ||||||||
| Issuance of common stocks to exchange for the debt to a shareholder | 1,603,810 | - | ||||||
| Issuance of stock purchase options to an investment bank | - | $ | 147,728 | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
CHINA JO-JO DRUGSTORES, INC., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION
China Jo-Jo Drugstores, Inc. (“Jo-Jo Drugstores” or the “Company”), was incorporated in Nevada on December 19, 2006, originally under the name “Kerrisdale Mining Corporation”. On September 24, 2009, the Company changed its name to “China Jo-Jo Drugstores, Inc.” in connection with a share exchange transaction as described below.
On September 17, 2009, the Company completed a share exchange transaction with Renovation Investment (Hong Kong) Co., Ltd. (“Renovation”), whereby 7,900,000 shares of common stock were issued to the stockholders of Renovation in exchange for 100% of the capital stock of Renovation. The completion of the share exchange transaction resulted in a change of control. The share exchange transaction was accounted for as a reverse acquisition and recapitalization and, as a result, the consolidated financial statements of the Company (the legal acquirer) are, in substance, those of Renovation (the accounting acquirer), with the assets and liabilities, and revenues and expenses, of the Company being included effective from the date of the share exchange transaction. Renovation has no substantive operations of its own except for its holdings of Zhejiang Jiuxin Investment Management Co., Ltd. (“Jiuxin Management”), Zhejiang Shouantang Medical Technology Co., Ltd. (“Shouantang Technology”) and Hangzhou Jiutong Medical Technology Co., Ltd (“Jiutong Medical”), its wholly-owned subsidiaries.
The Company is a direct-to-consumer retailer, both online and offline, and wholesale distributor of pharmaceutical and other healthcare products in the People’s Republic of China (“China” or the “PRC”). The Company’s offline retail business is comprised primarily of pharmacies, a majority of which are operated by Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd. (“Jiuzhou Pharmacy”), a company that the Company controls through contractual arrangements.
The Company’s offline retail business also includes four medical clinics operated through Hangzhou Jiuzhou Clinic of Integrated Traditional and Western Medicine (“Jiuzhou Clinic”) and Hangzhou Jiuzhou Medical and Public Health Service Co., Ltd. (“Jiuzhou Service”), both of which are also controlled by the Company through contractual arrangements. On December 18, 2013, Jiuzhou Service established, and held 51% of, Hangzhou Shouantang Health Management Co., Ltd. (“Shouantang Health”), a PRC company licensed to sell health care products. Shouantang Health was closed in April 2015. In May 2016, Hangzhou Shouantang Bio-technology Co., Ltd. (“Shouantang Bio”) set up and held 49% of Hangzhou Kahamadi Bio-technology Co., Ltd.(“Kahamadi Bio”), a joint venture specialized in brand name development for nutritional supplements.
The Company’s license to distribute pharmaceuticals onlineis held by Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd. (“Jiuzhou Pharmacy”) and its online retail pharmacy business was primarily conducted through Zhejiang Quannuo Internet Technology Co., Ltd. (“Quannuo Technology”), which provided technical, sales and logistic support. In May 2015, the Company established Zhejiang Jianshun Network Technology Co. Ltd(“Jianshun Network”), a joint venture with Shanghai Jianbao Technology Co., Ltd., in order to develop its online pharmaceutical sales for large commercial medical insurance companies.On December 25, 2016, as Shanghai Jianbao Technology ceased its strategic alliance with Jiuzhou Pharmacy, Jianshun Network was dissolved. On September 10, 2015, Renovation set up a new entity named Hangzhou JiuYi Medical Technology Co. Ltd. (“Jiuyi Technology”) to provide additional technical support such as webpage development to theonline pharmacy business. In November 2015, the Company sold all of the equity interests of Quannuo Technology to six individuals for approximately $17,121 (RMB107,074). After the sale, Quannuo Technology’s technical support services were transferred back to Jiuzhou Pharmacy, which hosts our online pharmacy.
The Company’s wholesale business is primarily conducted through Zhejiang Jiuxin Medicine Co., Ltd. (“Jiuxin Medicine”), which is licensed to distribute prescription and non-prescription pharmaceutical products throughout China. Jiuzhou Pharmacy acquired Jiuxin Medicine on August 25, 2011.
The Company’s herb farming business is conducted by Hangzhou Qianhong Agriculture Development Co., Ltd. (“Qianhong Agriculture”), a wholly-owned subsidiary of Jiuxin Management, which operates a cultivation project of herbal plants used for traditional Chinese medicine (“TCM”).
| 4 |
The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities:
| Entity Name | Background | Ownership | ||
| Renovation HK | ● Incorporated in Hong Kong SAR on September 2, 2008 | 100% | ||
| Jiuxin Management | ● Established in the PRC on October 14, 2008 ● Deemed a wholly foreign owned enterprise (“WFOE”) under PRC law ● Registered capital of $4.5 million fully paid |
100% | ||
| Shouantang Technology | ● Established in the PRC on July 16, 2010 by Renovation with registered capital of $20 million ● Registered capital requirement reduced by the SAIC to $11 million in July 2012 and is fully paid ● Deemed a WFOE under PRC law ● Invests and finances the working capital of Quannuo Technology |
100% | ||
| Qianhong Agriculture | ● Established in the PRC on August 10, 2010 by Jiuxin Management ● Registered capital of RMB 10 million fully paid ● Carries out herb farming business |
100% | ||
| Jiuzhou Pharmacy (1) | ● Established in the PRC on September 9, 2003 ● Registered capital of RMB 5 million fully paid ● Operates the “Jiuzhou Grand Pharmacy” stores in Hangzhou |
VIE by contractual
arrangements (2) | ||
| Jiuzhou Clinic (1) | ● Established in the PRC as a general partnership on October 10, 2003 ● Operates a medical clinic adjacent to one of Jiuzhou Pharmacy’s stores |
VIE by contractual arrangements (2) | ||
| Jiuzhou Service (1) | ● Established in the PRC on November 2, 2005 ● Registered capital of RMB 500,000 fully paid ● Operates a medical clinic adjacent to one of Jiuzhou Pharmacy’s stores |
VIE by contractual
| ||
| Jiuxin Medicine | ● Established in PRC on December 31, 2003 ● Acquired by Jiuzhou Pharmacy in August 2011 ● Registered capital of RMB 10 million fully paid ● Carries out pharmaceutical distribution services |
VIE by contractual arrangements as a wholly-owned subsidiary of Jiuzhou Pharmacy (2)
| ||
| Jiutong Medical | ● Established in the PRC on December 20, 2011 by Renovation ● Registered capital of $2.6 million fully paid ● Currently has no operation |
100% | ||
| Shouantang Bio | ● Established in the PRC in October 2014 by Shouantang Technology ● 100% held by Shouantang Technology ● Registered capital of RMB 1,000,000 fully paid ● Sells nutritional supplements under its own brand name |
100% | ||
| Jiuyi Technology | ● Established in the PRC on September 10, 2015 ● 100% held by Renovation ● Technical support to online pharmacy |
100% | ||
| Kahamadi Bio | ● Established in the PRC in May 2016 ● 49% held by Shouantang Bio ● Registered capital of RMB 10 million ● Develop brand name for nutritional supplements |
Joint Venture 49% owned by Shouantang Bio |
| (1) | Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service have been under the common control of the three shareholders of Renovation (the “Owners”) since their respective establishment dates, pursuant to agreements among the Owners to vote their interests in concert as memorialized in a voting agreement. Based on such voting agreement, the Company has determined that common control exists among these three companies. Operationally, the Owners have operated these three companies in conjunction with one another since each company’s respective establishment date. Jiuxin Medicine is also deemed under the common control of the Owners as a subsidiary of Jiuzhou Pharmacy. |
| 5 |
| (2) | To comply with certain foreign ownership restrictions of pharmacy and medical clinic operators, Jiuxin Management entered into a series of contractual arrangements with Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service on August 1, 2009. These contractual arrangements are comprised of five agreements: consulting services agreement, operating agreement, equity pledge agreement, voting rights agreement and option agreement. As a result of these agreements, which obligate Jiuxin Management to absorb all of the risks of loss from the activities of Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service, and enable the Company (through Jiuxin Management) to receive all of their expected residual returns, the Company accounts for all three companies (as well as subsidiaries of Jiuzhou Pharmacy) as a variable interest entity (“VIE”) under the accounting standards of the Financial Accounting Standards Board (“FASB”). Accordingly, the financial statements of Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service, as well as the subsidiary under the control of Jiuzhou Pharmacy, Jiuxin Medicine and Shouantang Bio are consolidated into the financial statements of the Company. |
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“US GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. These condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2016 filed with the SEC on June 28, 2016. Operating results for the three and nine months ended December 31, 2016 may not be necessarily indicative of the results to be expected for the full year.
The condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and VIEs. All significant inter-company transactions and balances between the Company, its subsidiaries and VIEs are eliminated upon consolidation.
Consolidation of variable interest entities
In accordance with accounting standards regarding consolidation of variable interest entities, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.
The Company has concluded, based on the contractual arrangements, that Jiuzhou Pharmacy (including its subsidiaries and controlled entities), Jiuzhou Clinic and Jiuzhou Service are each a VIE and that the Company’s wholly-owned subsidiary, Jiuxin Management, absorbs a majority of the risk of loss from the activities of these companies, thereby enabling the Company, through Jiuxin Management, to receive a majority of their respective expected residual returns.
Additionally, as Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service are under common control, the consolidated financial statements have been prepared as if the transactions had occurred retroactively as to the beginning of the reporting period of these consolidated financial statements.
Control and common control are defined under the accounting standards as “an individual, enterprise, or immediate family members who hold more than 50 percent of the voting ownership interest of each entity.” Because the Owners collectively own 100% of Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service, and have agreed to vote their interests in concert since the establishment of each of these three companies as memorialized the Voting Rights Proxy Agreement, the Company believes that the Owners collectively have control and common control of the three companies. Accordingly, the Company believes that Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service were constructively held under common control by Jiuxin Management as of the time the Contractual Agreements were entered into, establishing Jiuxin Management as their primary beneficiary. Jiuxin Management, in turn, is owned by Renovation, which is owned by the Company.
Risks and Uncertainties
The operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as 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, regulatory and social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.
The Company has significant cash deposits with suppliers in order to obtain and maintain inventory. The Company’s ability to obtain products and maintain inventory at existing and new locations is dependent upon its ability to post and maintain significant cash deposits with its suppliers. In the PRC, many vendors are unwilling to extend credit terms for product sales that require cash deposits to be made. The Company does not generally receive interest on any of its supplier deposits, and such deposits are subject to loss as a result of the creditworthiness or bankruptcy of the party who holds such funds, as well as the risk from illegal acts such as conversion, fraud, theft or dishonesty associated with the third party. If these circumstances were to arise, the Company would find it difficult or impossible, due to the unpredictability of legal proceedings in China, to recover all or a portion of the amount on deposit with its vendors or landlords.
| 6 |
Members of the current management team own controlling interests in the Company and are also the Owners of the VIEs in the PRC. The Company only controls the VIEs through contractual arrangements which obligate it to absorb the risk of loss and to receive the residual expected returns. As such, the controlling shareholders of the Company and the VIEs could cancel these agreements or permit them to expire at the end of the agreement terms, as a result of which the Company would not retain control of the VIEs.
Use of estimates
The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The significant estimates made in the preparation of the accompanying unaudited condensed consolidated financial statements relate to the assessment of the carrying values of accounts receivable, advances to suppliers and related allowance for doubtful accounts, useful lives of property and equipment, inventory reserve and fair value of its purchase option derivative liability. Because of the use of estimates inherent in the financial reporting process, actual results could materially differ from those estimates.
Fair value measurements
The Company has adopted ASC Topic 820, “Fair Value Measurement and Disclosure,” which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. It does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. It establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable inputs, which may be used to measure fair value and include the following:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
The Company's financial assets and liabilities, which include financial instruments as defined by ASC 820, include cash and cash equivalents, accounts receivable, accounts payable, long-term debt and derivatives. The carrying amounts of cash and cash equivalents, financial assets available for sales, accounts receivable, notes receivables, and accounts payable are a reasonable approximation of fair value due to the short maturities of these instruments (Level 1). The carrying amount of notes payable approximates fair value based on borrowing rates of similar bank loan currently available to the Company (Level 2) (See Note 13). The carrying amount of the Company's derivative instruments is recorded at fair value and is determined based on observable inputs that are corroborated by market data (Level 2). As of December 31 2016, the fair values of our derivative instruments that were carried at fair value (See Note 17).
| Active Market for Identical Assets (Level 1) | Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total Carrying Value | |||||||||||||
| Cash and cash equivalents | 4,643,349 | - | - | 4,643,349 | ||||||||||||
| Notes payable | - | 12,215,720 | - | 12,215,720 | ||||||||||||
| Warrants liability | - | 510,859 | - | 510,859 | ||||||||||||
| Total | 4,643,349 | 12,726,579 | - | 17,369,928 | ||||||||||||
Revenue recognition
Revenue from sales of prescription medicine at the drugstores is recognized when the prescription is filled and the customer picks up and pays for the prescription.
Revenue from sales of other merchandise at the drugstores is recognized at the point of sale, which is when a customer pays for and receives the merchandise. Usually the majority of our merchandise, such as prescription and OTC drugs, are not allowed to be returned after the customers leave the counter. Return of other products, such as sundry products, are minimal. Sales of drugs reimbursed by the local government medical insurance agency and receivables from the agency are recognized when a customer pays for the drugs at a store. Based on historical experience, a reserve for potential loss from denial of reimbursement on certain unqualified drugs is made to the receivables from the government agency.
Revenue from medical services is recognized after the service has been rendered to a customer.
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Revenue from online pharmacy sales is recognized when merchandise is shipped to customers. While most deliveries take one day, certain deliveries may take longer depending on a customer’s location. Any loss caused in a shipment will be reimbursed by the Company’s courier company. Our sales policy allows for the return of certain merchandises without reason within seven days after customer’s receipt of the applicable merchandise. A proper sales reserve is made to account for the potential loss from returns from customers. Historically, sales returns seven days after merchandise receipts have been minimal.
Revenue from sales of merchandise to non-retail customers is recognized when the following conditions are met: (1) persuasive evidence of an arrangement exists (sales agreements and customer purchase orders are used to determine the existence of an arrangement); (2) delivery of goods has occurred and risks and benefits of ownership have been transferred, which is when the goods are received by the customer at its designated location in accordance with the sales terms; (3) the sales price is fixed or determinable; and (4) collectability is probable. Historically, sales returns have been minimal.
The Company’s revenue is net of value added tax (“VAT”) collected on behalf of PRC tax authorities in respect to the sales of merchandise. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability in the accompanying consolidated balance sheets until it is paid to the relevant PRC tax authorities.
Restricted cash
The Company’s restricted cash consists of cash and long-term deposits in a bank as security for its notes payable. The Company has notes payable outstanding with the bank and is required to keep certain amounts on deposit that are subject to withdrawal restrictions. The notes payable are generally short term in nature due to their short maturity period of six to nine months; thus, restricted cash is classified as a current asset.
Accounts receivable
Accounts receivable represents the following: (1) amounts due from banks relating to retail sales that are paid or settled by the customers’ debit or credit cards, (2) amounts due from government social security bureaus and commercial health insurance programs relating to retail sales of drugs, prescription medicine, and medical services that are paid or settled by the customers’ medical insurance cards, (3) amounts due from non-bank third party payment instruments such as Alipay and certain e-commerce platforms and (4) amounts due from non-retail customers for sales of merchandise.
Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as necessary. In the Company’s retail business, accounts receivable mainly consist of reimbursements due from the government insurance bureaus and commercial health insurance programs and are usually collected within two or three months. The Company directly writes off delinquent account balances, which it determines to be uncollectible after confirming with the appropriate bureau or program each month. Additionally, the Company also makes estimated reserves on related outstanding accounts receivable based on historical trends.
In the Company’s online pharmacy business, accounts receivable primarily consist of amounts due from non-bank third party payment instruments such as Alipay and certain e-commerce platforms. To purchase pharmaceutical products from an e-commerce platforms such as Tmall, customers are required to submit payment to certain non-bank third party payment instruments, such as Alipay, which, in turn, reimburse the Company within seven days to a month. Except for customer returns of sold products, the receivables from these payments instruments are rarely uncollectible.
In its wholesale business, the Company uses the aging method to estimate the allowance for anticipated uncollectible receivable balances. Under the aging method, bad debt percentages are determined by management, based on historical experience and the current economic climate, are applied to customers’ balances categorized by the number of months the underlying invoices have remained outstanding. At each reporting period, the allowance balance is adjusted to reflect the amount computed as a result of the aging method. When facts subsequently become available to indicate that the allowance provided requires an adjustment, a corresponding adjustment is made to the allowance account as a change in estimate.
Advances to suppliers
Advances to suppliers consist of prepayments to our vendors, such as pharmaceutical manufacturers and other distributors. Since the acquisition of Jiuxin Medicine, we have transferred almost all logistics services of our retail drugstores to Jiuxin Medicine. Jiuzhou Pharmacy only directly purchases certain non-medical products, such as certain nutritional supplements. As a result, almost all advances to suppliers are made by Jiuxin Medicine.
Advances to suppliers for our drug wholesale business consist of prepayments to our vendors, such as pharmaceutical manufacturers and other distributors. We typically receive products from vendors within three to nine months after making prepayments. We continuously monitor delivery from, and payments to, our vendors while maintaining a provision for estimated credit losses based upon historical experience and any specific supplier issues, such as discontinuing of inventory supply, that have been identified. If we are having difficulty receiving products from a vendor, we take the following steps: cease purchasing products from such vendor, ask for return of our prepayment promptly, and if necessary, take legal action. If all of these steps are unsuccessful, management then determines whether or not the prepayments should be reserved or written off.
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Inventories
Inventories are stated at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Market value is the lower of replacement cost or net realizable value. The Company carries out physical inventory counts on a monthly basis at each store and warehouse location. Herbs that the Company farms are recorded at their cost, which includes direct costs such as seed selection, fertilizer, labor costs that are spent in growing herbs on the leased farmland, and indirect costs such as amortization of farmland development cost. All costs are accumulated until the time of harvest and then allocated to harvested herbs costs when the herbs are sold. The Company periodically reviews its inventory and records write-downs to inventories for shrinkage losses and damaged merchandise that are identified. The Company provides a reserve for estimated inventory obsolescence or excess quantities on hand equal to the difference, if any, between the cost of the inventory and its estimated realizable value.
Farmland assets
Herbs that the Company farms are recorded at their cost, which includes direct costs such as seed selection, fertilizer, and labor costs that are spent in growing herbs on the leased farmland, and indirect costs such as amortization of farmland development costs. Since April 2014, amortization of farmland development costs has been expensed instead of allocated into inventory due to unpredictable future market value of planted gingko trees.
All related costs described in the above are accumulated until the time of harvest and then allocated to harvested herbs when they are sold.
Property and equipment
Property and equipment are stated at cost, net of accumulated depreciation or amortization. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets, taking into consideration the assets’ estimated residual value. Leasehold improvements are amortized over the shorter of lease term or remaining lease period of the underlying assets. Following are the estimated useful lives of the Company’s property and equipment:
| Estimated Useful Life | ||
| Leasehold improvements | 3-10 years | |
| Motor vehicles | 3-5 years | |
| Office equipment & furniture | 3-5 years | |
| Buildings | 35 years |
Maintenance, repairs and minor renewals are charged to expenses as incurred. Major additions and betterment to property and equipment are capitalized.
Intangible assets
Intangible assets are acquired individually or as part of a group of assets, and are initially recorded at their fair value. The cost of a group of assets acquired in a transaction is allocated to the individual assets based on their relative fair values.
The estimated useful lives of the Company’s intangible assets are as follows:
| Estimated Useful Life | ||
| Land use right | 50 years | |
| Software | 3 years |
The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate that the assets might be impaired.
Impairment of long lived assets
The Company evaluates long lived tangible and intangible assets for impairment, whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability is measured by comparing the assets’ net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. There were no fixed assets and farmland assets impaired for the nine months ended December 31, 2016 (See Notes 6 and 9).
Notes payable
During the normal course of business, the Company regularly issues bank acceptance bills as a payment method to settle outstanding accounts payables with various material suppliers. The Company records such bank acceptance bills as notes payable. Such notes payable are generally short term in nature due to their short maturity period of six to nine months.
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Income taxes
The Company follows FASB ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company has adopted FASB ASC Topic 740-10-25, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company performed a self-assessment and the Company’s liability for income taxes includes liability for unrecognized tax benefits, interest and penalties which relate to tax years still subject to review by taxing authorities. Audit periods remain open for review until the statute of limitations has passed, which in the PRC is usually 5 years. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 2016 and March 31, 2016, the management of the Company considered that the Company had no additional liabilities for uncertain tax positions affecting its consolidated financial position and results of operations or cash flows, and will continue to evaluate for any uncertain position in the future. There are no estimated interest costs and penalties provided in the Company’s consolidated financial statements for the three months ended December 31, 2015 and 2016, respectively. The Company’s tax positions related to open tax years are subject to examination by the relevant tax authorities and the major one is the China Tax Authority.
Value added tax
Sales revenue represents the invoiced value of goods, net of VAT. All of the Company’s products are sold in the PRC and are subject to a VAT on the gross sales price. The VAT rates range up to 17%, depending on the type of products sold. The VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing or acquiring its finished products. The Company recorded a VAT payable net of payments in the accompanying financial statements.
The accounting standards clarify the accounting and disclosure requirements for uncertain tax positions and prescribe a recognition threshold and measurement attribute for recognition and measurement of a tax position taken or expected to be taken in a tax return. The accounting standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. No significant penalties, uncertain tax provisions or interest relating to income taxes were incurred during the periods ended December 31, 2016 and 2015.
Stock based compensation
The Company follows the provisions of ASC 718, “Compensation — Stock Compensation,” which establishes accounting standards for non-employee and employee stock-based awards. Under the provisions of ASC 718, the fair value of stock issued is used to measure the fair value of services received as the Company believes such approach is a more reliable method of measuring the fair value of the services. For non-employee stock-based awards, fair value is measured based on the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is calculated and then recognized as compensation expense over the requisite performance period. For employee stock-based awards, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense with graded vesting on a straight–line basis over the requisite service period for the entire award.
Advertising and promotion costs
Advertising and promotion costs are expensed as incurred and amounted to $121,140 and $156,911 for three months ended December 31, 2016 and 2015, respectively, and $303,626 and $354,964 for the nine months ended December 31, 2016 and 2015, respectively. Such costs consist primarily of print and promotional materials such as flyers to local communities.
Operating leases
The Company leases premises for retail drugstores, offices and wholesale warehouse under non-cancelable operating leases. Operating lease payments are expensed over the term of lease. A majority of the Company’s retail drugstore leases have a 3 to 8 year term with a renewal option upon the expiration of the lease; the wholesale warehouse lease has a 10-year term with a renewal option upon the expiration of the lease. The Company has historically been able to renew a majority of its drugstores leases. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease. In addition, land leased from the government is amortized on a straight-line basis over a 30-year term.
Foreign currency translation
The Company uses the United States dollar (“U.S. dollars” or “USD”) for financial reporting purposes. The Company’s subsidiaries and VIEs maintain their books and records in their functional currency the Renminbi (“RMB”), the currency of the PRC.
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In general, for consolidation purposes, the Company translates the assets and liabilities of its subsidiaries and VIEs into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statements of income and cash flows are translated at average exchange rates during the reporting period. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the financial statements of the subsidiaries and VIEs are recorded as accumulated other comprehensive income.
The balance sheet amounts, with the exception of equity, at December 31, 2016 and March 31, 2016 were translated at 1 RMB to 0.1440 USD and at 1 RMB to 0.1551 USD, respectively. The average translation rates applied to income and cash flow statement amounts for the nine months ended December 31, 2016 and 2015 were at 1 RMB to 0.1498USD and at 1 RMB to 0.1582 USD, respectively.
Concentrations and credit risk
Certain financial instruments, which subject the Company to concentration of credit risk, consist of cash and restricted cash. The Company has cash balances at financial institutions located in Hong Kong and PRC. Balances at financial institutions in Hong Kong may, from time to time, exceed Hong Kong Deposit Protection Board’s insured limits. Since March 31, 2015, balances at financial institutions and state-owned banks within the PRC are covered by insurance up to RMB 500,000 (USD 77,528) per bank. As of December 31, 2016 and March 31, 2016, the Company had deposits totaling $13,623,893 and $20,419,863 that were covered by such limited insurance, respectively. Any balance over RMB 500,000 (USD 71,997) per bank in PRC will not be covered. To date, the Company has not experienced any losses in such accounts.
For the three months ended December 31, 2016, two largest vendor accounted for 46.5% of the Company’s total purchases and one vendor accounted for 10.9% of the Company’s total advances to suppliers. For the three months ended December 31, 2015, one largest vendors accounted for 17.6% of the Company’s total purchases and two vendors accounted for 25.1% of total advances to suppliers.
For the nine months ended December 31, 2016, two largest vendors accounted for 41.0% of the Company’s total purchases and one vendor accounted for 10.9% of the Company’s total advances to suppliers. For the nine months ended December 31, 2015, one largest vendors accounted for 16.7% of the Company’s total purchases and two vendors accounted for 25.1% of total advances to suppliers.
For the three months and nine months ended December 31, 2016 and December 31, 2015, no customer accounted for more than 10% of the Company’s total sales or accounts receivable.
Recent Accounting Pronouncements
Measurement of Credit Losses on Financial Instruments
In June 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the assumptions, models and methods for estimating expected credit losses. This ASU is effective for the Company beginning in the first quarter of 2020 and allows for early adoption beginning in the first quarter of the calendar year of 2019. The Company is currently evaluating the impact the ASU will have on its Consolidated Financial Statements.
Improvements to Employee Share-Based Payment Accounting
In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” requiring the recognition of the income tax effects of stock awards in the income statement when the awards are settled and allowing the Company to repurchase more of an employee's shares than allowed under current guidance, without triggering liability accounting. This ASU also addresses simplifications related to statement of cash flows classification and accounting for forfeitures. This ASU is effective for the Company beginning in the first quarter of the fiscal year of 2018 and allows for early adoption. The Company is currently evaluating the impact this ASU will have on its Consolidated Financial Statements.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” replacing most existing revenue recognition guidance under GAAP and eliminating industry specific guidance. The core principle of the new guidance is that an entity should recognize revenue for the transfer of goods and services equal to an amount it expects to be entitled to receive for those goods and services.
In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” deferring the effective date by one year.
In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Gross versus Net),” clarifying the principal versus agent guidance in the new revenue recognition standard, by revising the indicators to focus on evidence that the company is a principal.
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In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” reducing the complexity when applying the guidance for identifying performance obligations and clarifying how to determine whether revenue related to a performance obligation for an intellectual property license is recognized over time or at a point in time.
In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,” clarifying certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition.
These ASUs are effective for the Company beginning in the first quarter of the fiscal year of 2019, allow for early adoption in the first quarter of 2017 and may be applied using either a full retrospective approach or a modified retrospective approach. The Company is currently evaluating the method of adoption and the impact these ASUs will have on its Consolidated Financial Statements.
NOTE 3 – FINANCIAL ASSETS AVAILABLE FOR SALE
As of December 31, 2016 and March 31, 2016, financial assets available for sale amounted to $0 and $465,165 (RMB 3,000,000), respectively. On March 28, 2016, the Company purchased from Bank of Hangzhou a wealth-management product called “Lehui 2016”, which bears an annual interest rate of 4.15% and which came due and was paid back on September 26, 2016. The total principal is $465,165 (RMB 3,000,000) interest received is approximately $9,433. It is a half-year deposit available to the Company at its demand.
NOTE 4 – TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable consisted of the following:
| December 31, 2016 | March 31, 2016 | |||||||
| Accounts receivable | $ | 10,291,805 | $ | 10,153,840 | ||||
| Less: allowance for doubtful accounts | (850,419 | ) | (2,099,243 | ) | ||||
| Trade accounts receivable, net | $ | 9,441,386 | $ | 8,054,597 | ||||
For the three months ended December 31, 2016 and 2015, $75,126 and $41,671 in accounts receivable were directly written off respectively. For the nine months ended December 31, 2016 and 2015, $138,508 and $133,544 in accounts receivable were directly written off respectively.
Note 5 – OTHER CURRENT ASSETS
Other current assets consisted of the following:
| December 31, 2016 | March 31, 2016 | |||||||
| Prepaid rental expenses(1) | $ | 1,082,492 | $ | 1,052,196 | ||||
| Prepaid and other current assets | 400,939 | 465,852 | ||||||
| Total | $ | 1,483,431 | $ | 1,518,048 | ||||
| (1) | Represents store and office rental expenses that were usually prepaid and amortized over the prepayment period. |
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Note 6 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
| December 31, 2016 | March 31, 2016 | |||||||
| Building | $ | 1,543,902 | $ | 1,662,510 | ||||
| Leasehold improvements | 11,622,751 | 12,308,190 | ||||||
| Farmland development cost | 1,722,069 | 1,854,364 | ||||||
| Office equipment and furniture | 5,273,441 | 5,560,171 | ||||||
| Motor vehicles | 580,740 | 624,235 | ||||||
| Total | 20,742,903 | 22,009,470 | ||||||
| Less: Accumulated depreciation | (13,974,343 | ) | (14,138,992 | ) | ||||
| Impairment* | (2,161,359 | ) | (2,327,402 | ) | ||||
| Property and equipment, net | $ | 4,607,201 | $ | 5,543,076 | ||||
* The variance of impairment from March 31, 2016 to December 31, 2016 is solely caused by exchange rate variance.
Total depreciation expense for property and equipment was $425,127 and $218,022 for the three months ended December 31, 2016 and 2015, respectively, and $878,106 and $966,040 for the nine months ended December 31, 2016 and 2015, respectively. There were no fixed assets impaired in the three and nine months ended December 31, 2016.
Note 7 – ADVANCES TO SUPPLIERS
Advances to suppliers consist of deposits, with or advances to, outside vendors for future inventory purchases. Most of the Company’s vendors require a certain amount of money to be deposited with them as a guarantee that the Company will receive its purchase on a timely basis. This amount is refundable and bears no interest. As of December 31, 2016 and March 31, 2016, advance to suppliers consist of the following:
| December 31, 2016 | March 31, 2016 | |||||||
| Advance to suppliers | $ | 4,684,312 | $ | 4,336,207 | ||||
| Less: allowance for doubtful accounts | (844,677 | ) | (105,542 | ) | ||||
| Advance to suppliers, net | $ | 3,839,635 | $ | 4,230,665 | ||||
For the three and nine months ended December 31, 2016 and 2015, none of the advances to suppliers were written off against previous allowance for doubtful accounts, respectively.
Note 8 – INVENTORY
Inventory consisted of finished goods, valued at $10,565,855 and $10,802,691 as of December 31, 2016 and March 31, 2016, respectively. As the sales in the first two fiscal quarters were affected by the G20 summit in Hangzhou, the Company planned to implement a sales campaign in the third quarter and prepared more inventory. Because suppliers usually provide a higher discount and rebate rate if more inventory is purchased in bulk, the Company tends to purchase more inventory to maximize its profit margin. The Company constantly monitors its potential obsolete products and is allowed to return products close to their expiration date to its suppliers. Any loss on damaged items is immaterial and will be recognized immediately. As a result, no reserves were made as of December 31, 2016 and March 31, 2016.
Note 9 – FARMLAND ASSETS
Farmland assets are ginkgo trees planted in 2012 and expected to be harvested and sold in several years. As of December 31, 2016 and March 31, 2016, farmland assets consisted of the following:
| December 31, | March 31, | |||||||
| 2016 | 2016 | |||||||
| Farmland assets | $ | 2,213,058 | $ | 2,346,209 | ||||
| Less: Impairment* | (728,071 | ) | (784,004 | ) | ||||
| Farmland assets, net | $ | 1,484,987 | $ | 1,562,205 | ||||
* The estimated fair value is estimated to be lower than its investment value as of December 31, 2016 and March 31, 2016.
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Note 10 – LONG TERM DEPOSITS, LANDLORDS
As of December 31, 2016 and March 31, 2016, long term deposits amounted to $2,277,120 and $2,452,056, respectively. Long term deposits are money deposited with, or advanced to, landlords for securing retail store leases for which the Company does not anticipate applying or being returned within the next twelve months. Most of the Company’s landlords require a minimum of nine months’ rent being paid upfront plus additional deposits.
Note 11 – OTHER NONCURRENT ASSETS
| December 31, | March 31, | |||||||
| 2016 | 2016 | |||||||
| Prepayment for headquarter office(1) | $ | 336,944 | $ | - | ||||
| Prepayment for lease of land use right(2) | 2,390,457 | 2,595,129 | ||||||
| Other noncurrent assets | $ | 2,727,401 | $ | 2,595,129 | ||||
(1) As of December 31, 2016, a total of $584,688 (RMB3,900,000) was prepaid as headquarter office rental for five years from January 1, 2016 to December 31, 2020. As of December 31, 2016, prepaid rental for less than one year was classified as current assets, the remaining balance of $336,944 was classified as noncurrent assets.
(2) The prepayment for lease of land use right is a payment made to a local government in connection with entering into a 30-year operating land lease agreement. The land is currently used to cultivate Ginkgo trees. This prepayment includes a deposit of $1,049,440, which will be refundable on the due date. Based on expected output from planted Gingko trees such as expected fruit production and tree market value, the fair value of the lease prepayment was lower than carrying cost. As a result, the Company recorded impairment on the lease prepayment.
The amortization of the prepayment for the lease of land use right was approximately $15,107 and $16,137 for the three months ended December 31, 2016 and 2015, respectively. The amortization of the prepayment for the lease of land use right was approximately $46,396 and $49,524 for the nine months ended December 31, 2016 and 2015, respectively.
The Company’s amortizations of the prepayment for lease of land use right for the next five years and thereafter are as follows:
| Years ending December 31, | Amount | |||
| 2017 | $ | 61,861 | ||
| 2018 | 61,861 | |||
| 2019 | 61,861 | |||
| 2020 | 61,861 | |||
| 2021 | 61,861 | |||
| Thereafter | 1,149,282 | |||
Note 12 – INTANGIBLE ASSETS
Net intangible assets consisted of the following at:
| December 31, 2016 | March 31, 2016 | |||||||
| License (1) | $ | 1,383,773 | $ | 1,482,492 | ||||
| Land use rights (2) | 1,404,155 | 1,512,027 | ||||||
| Total intangible assets | 2,787,928 | 2,994,519 | ||||||
| Less: accumulated amortization | (81,009 | ) | (65,740 | ) | ||||
| Intangible assets, net | $ | 2,706,919 | $ | 2,928,779 | ||||
Amortization expense of intangibles amounted to $7,542 and $6,720 for the three months ended December 31, 2016 and 2015, respectively, and $21,133 and $22,541for the nine months ended December 31, 2016 and 2015, respectively.
| (1) | This represents the fair value of the licenses of insurance applicable drugstores acquired from Sanhao Pharmacy. The licenses allow patients to pay by using insurance cards at stores and the stores can get reimbursed from the Human Resource and Social Security Department of Hangzhou City. |
| (2) | In July 2013, the Company purchased the land use right of a plot of farmland in Lin’ an, Hangzhou, intended for the establishment of an herb processing plant in the future. However, as our farming business in Lin’an has not grown, the Company does not expect completion of the plant in near future. |
| 14 |
Note 13 – NOTES PAYABLE
The Company has credit facilities with Hangzhou United Bank (“HUB”), Bank of Hangzhou (“BOH”), Industrial and Commercial Bank of China (“ICBC”) and Zhejiang Tailong Commercial Bank (“ZTCB”) that provided working capital in the form of the following bank acceptance notes at December 31, 2016 and March 31, 2016:
| Origination | Maturity | December 31, | March 31, | |||||||||||||||||
| Beneficiary | Endorser | date | date | 2016 | 2016 | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 04/22/15 | 04/21/16 | - | 1,550,550 | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 04/29/15 | 04/28/16 | - | 3,333,683 | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 10/09/15 | 04/09/16 | - | 1,708,706 | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 11/02/15 | 05/02/16 | - | 2,553,756 | |||||||||||||||
| Jiuzhou Pharmacy(2) | BOH | 12/27/15 | 05/27/16 | - | 1,592,415 | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 12/28/15 | 06/28/16 | - | 2,741,372 | |||||||||||||||
| Jiuzhou Pharmacy(2) | BOH | 12/29/15 | 06/29/16 | - | 58,913 | |||||||||||||||
| Jiuzhou Pharmacy(3) | ICBC | 02/03/16 | 08/03/16 | - | 1,307,114 | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 03/07/16 | 09/07/16 | - | 2,749,125 | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 08/05/16 | 02/05/17 | 1404,336 | - | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 08/29/16 | 02/28/17 | 2,501,977 | - | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 10/09/16 | 04/09/17 | 1,742,315 | - | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 10/09/16 | 04/09/17 | 339,036 | - | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 11/08/16 | 05/08/17 | 1,624,770 | - | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 11/11/16 | 05/11/17 | 312,465 | - | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 12/06/16 | 06/05/17 | 1,496,392 | - | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 12/29/16 | 06/29/17 | 1,196,107 | - | |||||||||||||||
| Jiuzhou Pharmacy(1) | HUB | 12/29/16 | 06/29/17 | 1,022,350 | - | |||||||||||||||
| Jiuzhou Pharmacy(1) | ZTCB | 12/27/16 | 06/27/17 | 575,972 | - | |||||||||||||||
| Total | $ | 12,215,720 | $ | 17,595,634 | ||||||||||||||||
| (1) | As of March 31, 2016, the Company had $14,696,105 (RMB94,779,950) of notes payable from HUB. The Company is required to hold restricted cash of $11,278,693 (RMB72,739,950) with HUB as collateral against these bank notes. As of December 31, 2016, the Company had $11,639,748 (RMB 80,835,515.2) of notes payable from HUB. The Company is required to hold restricted cash of $1,704,149 (RMB11,834,947.2) with HUB as collateral against these bank notes. Additionally, a total of $5,962,176 three-year deposit (RMB41,406,011) was deposited into HUB as a collateral for current and future notes payable from HUB. |
| (2) | As of March 31, 2016, the Company had $1,592,415 (RMB10,270,000) of notes payable from BOH. The land use right of the farmland in Lin’An, Hangzhou is pledged as collateral for these bank acceptance notes (see Note 12). The Company is required to hold restricted cash of $480,671 (RMB3,100,000) with BOH as collateral against these bank notes. As of December 31, 2016, the Company had no notes payable from BOH. |
| (3) | As of March 31, 2016, the Company had $1,307,114 (RMB8,430,000) of notes payable from ICBC, with restricted cash of $928,051 (RMB5,985,300) held at the bank. As of December 31, 2016, the Company had no notes payable from ICBC. |
| (4) | As of December 31, 2016, the Company had $575,972 (RMB4,000,000) of notes payable from ZTCB, with restricted cash of $287,986 (RMB2,000,000) held at the bank. |
As of December 31, 2016, the Company had a credit line of approximately $13.77million in the aggregate from HUB, BOH, ICBC and ZTCB. By putting up the restricted cash of $2.97 million deposited in the banks, the total credit line was $16.74 million. As of December 31, 2016, the Company had approximately $12.22 million of bank notes payable and approximately $4.52 million bank credit line was still available for further borrowing. The bank notes are also secured by buildings owned by the Company’s major shareholders, a shop of Jiuzhou Pharmacy, and guaranteed by Jiuxin Medical.
Note 14 – TAXES
Income tax
For the three and nine months ended December 31, 2016 and 2015, the income tax provisions were as follow:
| Three months ended December 31, | Nine months ended December 31, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Income tax | $ | 18,045 | $ | 35,099 | $ | 63,963 | $ | 79,224 | ||||||||
| 15 |
The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
| Entity | Income Tax Jurisdiction | |
| Jo-Jo Drugstores | United States | |
| Renovation | Hong Kong, PRC | |
| All other entities | Mainland, PRC |
The following table reconciles the U.S. statutory tax rates with the Company's effective tax rate for the three and nine months ended December 31, 2016 and 2015:
| For the three months | For the nine months | |||||||||||||||
| Ended December 31, | ended December 31, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| U.S. Statutory rates | 34 .0 | % | 34 .0 | % | 34.0 | % | 34.0 | % | ||||||||
| Foreign income not recognized in the U.S. | (34.0 | ) | (34.0 | ) | (34.0 | ) | (34.0 | ) | ||||||||
| China income taxes | 25.0 | 25.0 | 25.0 | 25.0 | ||||||||||||
| Change in valuation allowance (1) | (25.0 | ) | (25.0 | ) | (25.0 | ) | (25.0 | ) | ||||||||
| Non-deductible expenses-permanent difference (2) | (2.2 | ) | (5.7 | ) | (11.8 | ) | (22.3 | ) | ||||||||
| Effective tax rate | (2.2 | )% | (5.7 | )% | (11.8 | )% | (22.3 | )% | ||||||||
| (1) | It represents non-taxable expense reversal due to overall decrease in allowance for accounts receivable and advance to suppliers. |
| (2) | The (2.2)% and (5.7)% rate adjustments for the three months ended December 31 2016 and 2015, and the (11.8)% and (22.3)% rate adjustments for the nine months ended December 31, 2016 and 2015 represents expenses primarily included stock option expense, legal, accounting and other expenses incurred by the Company that were not deductible for PRC income tax. |
Jo-Jo Drugstores is incorporated in the U.S. and incurred a net operating loss for income tax purposes for the three and nine months ended December 31, 2016 and 2015. As of December 31, 2016, the estimated net operating loss carry forwards for U.S. income tax purposes amounted to $1,503,000 which may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized by 2032. Management believes that the realization of the benefits arising from this loss appears to be uncertain due to the Company’s limited operating history and continuing losses for U.S. income tax purposes. Accordingly, the Company has provided a 100% valuation allowance at December 31, 2015. There was no net change in the valuation allowance for the three and nine months ended December 31, 2016 and 2015. Management reviews this valuation allowance periodically and makes adjustments as necessary.
Taxes payable at December 31, 2016 and March 31, 2016 consisted of the following:
| December 31, 2016 | March 31, 2016 | |||||||
| VAT | $ | 541,949 | $ | 422,804 | ||||
| Income tax | 14,809 | 10,880 | ||||||
| Others | 37,557 | 50,086 | ||||||
| Total taxes payable | $ | 594,315 | $ | 483,770 | ||||
The Company has adopted ASC Topic 740-10-05, “Income Taxes.” To date, the adoption of this interpretation has not impacted the Company’s financial position, results of operations, or cash flows. The Company performed a self-assessment and the Company’s liability for income taxes includes liability for unrecognized tax benefits, interest and penalties which relate to tax years still subject to review by taxing authorities. Audit periods remain open for review until the statute of limitations has passed, which in the PRC is usually 5 years. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31 and March 31, 2016, management considered that the Company had no uncertain tax positions affecting its consolidated financial position and results of operations or cash flows, and will continue to evaluate for any uncertain position in future. There are no estimated interest costs and penalties provided in the Company’s consolidated financial statements for the three months and nine months ended December 31, 2016 and 2015, respectively. The Company’s tax positions related to open tax years are subject to examination by the relevant tax authorities and the major one is the China Tax Authority.
Note 15 – POSTRETIREMENT BENEFITS
Regulations in the PRC require the Company to contribute to a defined contribution retirement plan for all permanent employees. The contribution for each employee is based on a percentage of the employee’s current compensation as required by the local government. The Company contributed $311,202 and $299,424 in employment benefits and pension for the three months ended December 31, 2016 and 2015, respectively, and $781,834 and $767,829 in employment benefits and pension for the nine months ended December 31, 2016 and 2015, respectively.
| 16 |
Note 16 – RELATED PARTY TRANSACTIONS AND ARRANGEMENTS
Amounts payable to related parties are summarized as follows:
| December 31, 2016 | March 31, 2016 | |||||||
| Due to cofounders (1): | $ | - | $ | 576,818 | ||||
| Due to a director and CEO (2): | 922,192 | 1,622,957 | ||||||
| Total | $ | 922,192 | $ | 2,199,775 | ||||
| (1) | As of March 31, 2016, amount due to cofounders represents contributions from the Owners to Jiuxin Management to enable Jiuxin Management to meet its approved PRC registered capital requirements. |
| (2) | Due to foreign exchange restrictions, the Company’s director and CEO, Mr. Lei Liu personally lent U.S. dollars to the Company to facilitate its payments of expenses in the United States. On October 11, 2016, the Company issued a total of 949,000 shares of common stock to Lei Liu, at $1.69 per share, the fair market value, or the closing stock price on Nasdaq on October 11, 2016, to offset the debts in the amount of $1,603,810 owed to Mr. Liu. |
As of December 31, 2016 and March 31, 2016, notes payable totaling $5,231,195 and $5,302,881 were secured by the personal properties of certain of the Company’s shareholders, respectively.
The Company leases from Mr. Lei Liu a retail space which expires in September 2017. Rent expense amounted to $3,867 and $4,257 for the three months ended December 31, 2016 and 2015, respectively. Rent expense amounted to $12,959 and $52,767 for the nine months ended December 31, 2016 and 2015, respectively. The amounts were not paid to Mr. Liu as of December 31, 2016.
Note 17 – WARRANTS
On September 26, 2013, as annual compensation for its financial advisory service, the Company issued a warrant to a financial consulting firm to purchase up to 150,000 shares of common stock at $1.20 per share. The warrant is exercisable from September 26, 2013 to September 25, 2016. On September 21, 2016, the warrants were exercised at the stock price of $1.84 in a cashless manner. As a result, 52,174 shares were issued for the full exercise of the warrant.
On September 26, 2013, the issuance date of the warrant, the Company classified the fair value of the warrant as a liability of $33,606. The Company recognized a gain of $0 and $15,444 from the change in fair value of the warrant liability for the three months ended December 31, 2016 and December 31, 2015, The Company recognized a loss of $76,633 and $58,318 from the change in fair value of the warrant liability for the nine months ended December 31, 2016 and December 31, 2015,respectively. As a result, the warrant liability is carried on the consolidated balance sheets at the fair value of $0 and $89,997 as of December 31, 2016 and March 31, 2016, respectively.
In connection with the registered direct offering closed on July 19, 2015, the Company issued to an investor warrant to purchase up to 600,000 shares of common stock at an exercise price of $3.10 per share. The warrant is exercisable commencing on January 19, 2016 and will expire on January 18, 2021. In connection with the offering, the Company also issued warrant to its placement agent of this offering, which can purchase an aggregate of up to 6% of the aggregate number of shares of common stock sold in the offering, i.e. 72,000 shares. Such warrant has the same terms as the warrant issued to investor in the offering.
The fair value of the warrants issued to purchase 672,000 shares as described above was estimated by using the binominal pricing model with the following assumptions:
| Common Stock Warrants | Common Stock Warrants | |||||||
| December 31, 2016 (1) | March 31, 2016 | |||||||
| Stock price | $ | 1.70 | $ | 1.60 | ||||
| Exercise price | $ | 3.10 | $ | 3.10 | ||||
| Annual dividend yield | 0 | % | 0 | % | ||||
| Expected term (years) | 4.05 | 4.80 | ||||||
| Risk-free interest rate | 1.93 | % | 1.21 | % | ||||
| Expected volatility | 95.94 | % | 102.16 | % | ||||
| (1) | As of December 31, 2016, the warrants had not been exercised. |
| 17 |
Upon evaluation, the warrants meet the definition of a derivative under ASC 815 as the Company cannot avoid net cash settlement under certain circumstances. Accordingly, the fair value of the warrants was classified as a liability of $546,304 as of March 31, 2016. For the three and nine months ended December 31, 2016, the Company recognized a gain of $67,297 and $35,444, respectively, for the investor warrants and placement agent warrants, from the change in fair value of the warrant liability. As a result, the warrant liability is carried on the consolidated balance sheets at the fair value of $510,859 for the investor warrants and placement agent warrants, collectively, as of December 31, 2016.
Note 18 – STOCKHOLDER’S EQUITY
Stock-based compensation
The Company accounts for share-based payment awards granted to employees and directors by recording compensation expense based on estimated fair values. The Company estimates the fair value of share-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. Share-based awards are attributed to expense using the straight-line method over the vesting period. The Company determines the value of each option award that contains a market condition using a Monte Carlo Simulation valuation model, while all other option awards are valued using the Black-Scholes valuation model as permitted under ASC 718 “Compensation - Stock Compensation.” The assumptions used in calculating the fair value of share-based payment awards represent the Company’s best estimates. The Company’s estimates of the fair values of stock options granted and the resulting amounts of share-based compensation recognized may be impacted by certain variables including stock price volatility, employee stock option exercise behaviors, additional stock option modifications, estimates of forfeitures, and the related income tax impact.
On November 25, 2015, the Company agreed to grant a total of 150,000 shares of restricted common stock to a financial consulting firm for its financial advisory services. The term of the service agreement is one year. The trading value of the Company’s common stock on November 25, 2015 was $1.77. For the three months ended December 31, 2016 and 2015, $40,734 and $26,186 were recorded as consulting expenses, respectively. For the nine months ended December 31, 2016 and 2015, $173,848 and $26,186 were recorded as consulting expenses, respectively.
On November 27, 2015, the Company granted a total of 735,000 shares of restricted common stock to its directors, officers and certain employees under the Company’s 2010 Equity Incentive Plan, as amended (the “Plan”). The stock awards vests in one year. The trading value of the Company’s common stock on November 27, 2015 was $1.76. For the three months ended December 31, 2016 and 2015, $191,382 and $134,676 were recorded as service compensation expenses, respectively. For the nine months ended December 31, 2016 and 2015, $839,954 and $134,676were recorded as service compensation expenses, respectively.
On June 7, 2016, the Company granted a total of 8,000 shares of restricted common stock to Taylor Raffery, an investor relation firm, for its marketing services. The trading value of the Company’s common stock in June 2016 was $1.60. Taylor Raffery’s service ended in June 2016. As a result, for the three and nine months ended December 31, 2016, $12,800 was recorded as a consulting expense.
On June 3, 2016, the Company granted a total of 1,630,000 shares of restricted common stock to its key employees in retail drugstores and online pharmacy under the Company’s 2010 Equity Incentive Plan, as amended. The stock awards vests in three year. The trading value of the Company’s common stock on June 3, 2016 was $1.62. For the three and nine months ended December 31, 2016, $221,859 and $508,828 were recorded as service compensation expense, respectively.
Stock option
On November 18, 2014, the Company granted a total of 967,000 shares of stock options under the Plan to a group of a total of 46 grantees including directors, officers and employees. The exercise price of the stock option is $2.50. The option vests in three years on November 18, 2017, provided that the grantees are still employed by the Company on such a date. The options will be exercisable for five years from the vesting date, or November 18, 2017 until November 17, 2022. For the three months ended December 31, 2016 and 2015, $124,033 and $124,033 was recorded as compensation expense. For the nine months ended December 31, 2016 and 2015, $372,100 and $372,100 was recorded as compensation expense. As of December 31, 2016, there was approximately $0.44 million of total unrecognized compensation costs related to stock option compensation arrangements granted which is expected to be recognized over the remaining weighted-average period of 0.88 years.
| 18 |
Statutory reserves
Statutory reserves represent restricted retained earnings. Based on their legal formation, the Company is required to set aside 10% of its net income as reported in their statutory accounts on an annual basis to the Statutory Surplus Reserve Fund (the “Reserve Fund”). Once the total amount set aside in the Reserve Fund reaches 50% of the entity’s registered capital, further appropriations become discretionary. The Reserve Fund can be used to increase the entity’s registered capital upon approval by relevant government authorities or eliminate its future losses under PRC GAAP upon a resolution by its board of directors. The Reserve Fund is not distributable to shareholders, as cash dividend or otherwise, except in the event of liquidation.
Appropriations to the Reserve Fund are accounted for as a transfer from unrestricted earnings to statutory reserves. During the three and nine months ended December 31, 2016 and 2015, the Company did not make appropriations to the statutory reserves.
There are no legal requirements in the PRC to fund the Reserve Fund by transfer of cash to any restricted accounts, and the Company does not do so.
Note 19 – INCOME PER SHARE
The Company reports earnings per share in accordance with the provisions of the FASB’s related accounting standard. This standard 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, but includes vested restricted stocks 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.
The following is a reconciliation of the basic and diluted earnings per share computation:
| Three months ended December 31, | Nine months ended December 31, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Net income attributable to controlling interest | $ | (834,806 | ) | $ | (617,529 | ) | $ | (605,784 | ) | $ | (355,743 | ) | ||||
| Weighted average shares used in basic computation | 19,941,439 | 17,180,830 | 19,188,867 | 16,459,195 | ||||||||||||
| Diluted effect of purchase options and warrants | - | - | - | - | ||||||||||||
| Diluted effect of restricted shares | - | - | - | - | ||||||||||||
| Weighted average shares used in diluted computation | 19,941,439 | 17,180,830 | 19,188,867 | 16,459,195 | ||||||||||||
| Income per share – Basic: | ||||||||||||||||
| Net income before noncontrolling interest | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.02 | ) | ||||
| Add: Net loss attributable to noncontrolling interest | $ | - | $ | - | $ | - | $ | - | ||||||||
| Net income attributable to controlling interest | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.02 | ) | ||||
| Loss per share – Diluted: | ||||||||||||||||
| Net income before noncontrolling interest | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.02 | ) | ||||
| Add: Net income attributable to noncontrolling interest | $ | - | $ | - | $ | - | $ | - | ||||||||
| Net income attributable to controlling interest | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.02 | ) | ||||
For the three and nine months ended December 31, 2016, the 967,000 shares underlying employee stocks options and 600,000 shares underlying outstanding purchase options to an investor, and 72,000 shares underlying outstanding purchase option to an investment placement agent were excluded from the calculation of diluted loss per share as the options were anti-dilutive. For the three and nine months ended December 31, 2016, all of the warrants were also excluded from the calculation of diluted earnings per share as the options were anti-dilutive.
Note 20 – SEGMENTS
The Company operates within four main reportable segments: retail drugstores, online pharmacy, drug wholesale and herb farming. The retail drugstores segment sells prescription and over-the-counter (“OTC”) medicines, TCM, dietary supplements, medical devices, and sundry items to retail customers. The online pharmacy sells OTC drugs, dietary supplements, medical devices and sundry items to customers through several third-party platforms such as Alibaba’s Tmall, JD.com and Amazon.com, and the Company’s own platform all over China. The drug wholesale segment includes supplying the Company’s own retail drugstores with prescription and OTC medicines, TCM, dietary supplement, medical devices and sundry items (which sales have been eliminated as intercompany transactions), and also selling them to other drug vendors and hospitals. The Company’s herb farming segment cultivates selected herbs for sales to other drug vendors. The Company is also involved in online sales and clinic services that do not meet the quantitative thresholds for reportable segments and are included in the retail drugstores segment. The segments' accounting policies are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on profit or loss from operations before interest and income taxes not including nonrecurring gains and losses.
The Company's reportable business segments are strategic business units that offer different products and services. Each segment is managed separately because they require different operations and markets to distinct classes of customers.
| 19 |
The following table presents summarized information by segment of the continuing operation for the three months ended December 31, 2016:
| Retail drugstores | Online Pharmacy | Drug wholesale | Herb farming | Total | ||||||||||||||||
| Revenue | $ | 14,121,567 | $ | 3,437,371 | $ | 3,051,086 | $ | - | $ | 20,610,024 | ||||||||||
| Cost of goods | 10494,940 | 3,078,509 | 2,852,704 | - | 16,426,153 | |||||||||||||||
| Gross profit | $ | 3,626,627 | $ | 358,862 | $ | 198,382 | $ | - | $ | 4,183,871 | ||||||||||
| Selling expenses | 2,455,591 | 291,598 | 822,993 | - | 3,570,182 | |||||||||||||||
| General and administrative expenses | 1,655,433 | - | (210,757 | )* | 7173 | 1,451,849 | ||||||||||||||
| (Loss) income from operations | $ | (484,397 | ) | $ | 67,264 | $ | (413,854 | ) | $ | (7173 | ) | $ | (838,160 | ) | ||||||
| Depreciation and amortization | $ | 467,852 | $ | - | $ | (43,906 | ) | $ | - | $ | 423,946 | |||||||||
| Total capital expenditures | $ | 157,805 | $ | - | $ | 6,229 | $ | - | $ | 164,034 | ||||||||||
* includes the accounts receivable and advance to suppliers allowance reversal of $331,180.
The following table presents summarized information of the continuing operations by segment for the three months ended December 31, 2015:
| Retail drugstores | Online Pharmacy | Drug wholesale | Herb farming | Total | ||||||||||||||||
| Revenue | $ | 12,928,472 | $ | 8,645,534 | $ | 3,134,040 | $ | - | $ | 24,708,046 | ||||||||||
| Cost of goods | 10,133,873 | 6,805,106 | 2,921,734 | - | 19,860,713 | |||||||||||||||
| Gross profit | $ | 2,794,599 | $ | 1,840,428 | $ | 212,,306 | $ | - | $ | 4,847,333 | ||||||||||
| Selling expenses | 2,830,717 | 327,155 | 128,765 | - | 3,286,637 | |||||||||||||||
| General and administrative expenses | 1,227,158 | 227,676 | 498,001 | * | (84,387 | )* | 1,868,448 | |||||||||||||
| (Loss) income from operations | $ | (1,263,276 | ) | $ | 1,285,597 | $ | (414,460 | ) | $ | 84,387 | $ | (307,752 | ) | |||||||
| Depreciation and amortization | $ | 266,444 | $ | - | $ | 135,498 | $ | 1,787 | $ | 400,155 | ||||||||||
| Total capital expenditures | $ | 60,282 | $ | 4,832 | $ | $ | - | $ | 65,114 | |||||||||||
* includes the accounts receivable and advance to suppliers allowance reversal of $62,935.
The following table presents summarized information of the continuing operation by segment for the nine months ended December 31, 2016:
| Retail drugstores | Online pharmacy | Drug wholesale | Herb farming | Total | ||||||||||||||||
| Revenue | $ | 39,636,796 | $ | 12,292,175 | $ | 9,777,803 | $ | - | $ | 61,706,774 | ||||||||||
| Cost of goods | 28,619,084 | 10,879,187 | 9,189,821 | - | 48,688,092 | |||||||||||||||
| Gross profit | $ | 11,017,712 | $ | 1,412,988 | $ | 587,982 | $ | - | $ | 13,018,682 | ||||||||||
| Selling expenses | 6,857,520 | 1,204,510 | 1,214,195 | - | 9,276,225 | |||||||||||||||
| General and administrative expenses | 4,836,381 | - | (102,281 | ) | 18,881 | 4,752,,981 | ||||||||||||||
| (Loss) income from operations | $ | (676,189 | ) | $ | 208,478 | $ | (523,932 | ) | $ | (18,881 | ) | $ | (1,010,524 | ) | ||||||
| Depreciation and amortization | $ | 880,711 | $ | - | $ | 9,805 | $ | - | $ | 890,516 | ||||||||||
| Total capital expenditures | $ | 207,103 | $ | - | $ | 6,229 | $ | - | $ | 213,332 | ||||||||||
* includes the accounts receivable and advance to suppliers allowance reversal of $544,508.
The following table presents summarized information of the continuing operation by segment for the nine months ended December 31, 2015:
| Retail drugstores | Online pharmacy | Drug wholesale | Herb farming | Total | ||||||||||||||||
| Revenue | $ | 38,202,495 | $ | 21,169,709 | $ | 9,224,760 | $ | - | $ | 68,596,964 | ||||||||||
| Cost of goods | 29,349,756 | 17,486,701 | 8,560,484 | - | 55,396,941 | |||||||||||||||
| Gross profit | $ | 8,852,739 | $ | 3,683,008 | $ | 664,276 | $ | - | $ | 13,200,023 | ||||||||||
| Selling expenses | 8,636,171 | 785,867 | 379,723 | - | 9,801,761 | |||||||||||||||
| General and administrative expenses | 3,518,712 | 673,606 | 30,776 | * | (594,574 | )* | 3,628,520 | |||||||||||||
| (Loss) income from operations | $ | (3,302,144 | ) | $ | 2,223,535 | $ | 253,777 | $ | 594,574 | $ | (230,258 | ) | ||||||||
| Depreciation and amortization | $ | (596,171 | ) | $ | - | $ | 409,107 | $ | 158,716 | $ | 1,163,994 | |||||||||
| Total capital expenditures | $ | 153,485 | $ | 11,501 | $ | 6,328 | $ | $ | 171,314 | |||||||||||
* include the accounts receivable and advance to suppliers allowance reversal of $1,679,630.
| 20 |
The Company does not have long-lived assets located outside the PRC. In accordance with the enterprise-wide disclosure requirements of FASB’s accounting standard, the Company's net revenue from external customers through its retail stores by main products is as follows:
| Three months ended December 31, | Nine months ended December 31, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Prescription drugs | $ | 4,469,589 | $ | 5,286,711 | $ | 12,837,817 | $ | 14,722,094 | ||||||||
| Over-the-counter drugs | 7,053,888 | 4,841,875 | 17,117,444 | 15,174,868 | ||||||||||||
| Nutritional supplements | 896,122 | 1,211,700 | 3,073,882 | 3,151,830 | ||||||||||||
| Traditional Chinese medicine | 1,157,673 | 1,056,527 | 3,207,504 | 3,469,524 | ||||||||||||
| Sundry products | 236,152 | 245,419 | 714,509 | 849,129 | ||||||||||||
| Medical devices | 308,143 | 286,240 | 2,685,640 | 835,050 | ||||||||||||
| Total | $ | 14,121,567 | $ | 12,928,472 | $ | 39,636,796 | $ | 38,202,495 | ||||||||
The Company’s net revenue from external customers through online pharmacy by main products is as follows:
| Three months ended December 31, | Nine months ended December 31, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Prescription drugs | $ | - | $ | - | $ | - | $ | - | ||||||||
| Over-the-counter drugs | 1,211,013 | 1,912,560 | 4,157,448 | 5,522,887 | ||||||||||||
| Nutritional supplements | 407,815 | 607,556 | 1,852,294 | 1,680,690 | ||||||||||||
| Traditional Chinese medicine | 1,130 | - | 1,130 | - | ||||||||||||
| Sundry products | 438,845 | 3,790,430 | 1,510,349 | 7,604,553 | ||||||||||||
| Medical devices | 1,378,568 | 2,334,988 | 4,770,954 | 6,361,579 | ||||||||||||
| Total | $ | 3,437,371 | $ | 8,645,534 | $ | 12,292,175 | $ | 21,169,709 | ||||||||
The Company’s net revenue from external customers through wholesale by main products is as follows:
| Three months ended December 31, | Nine months ended December 31, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Prescription drugs | $ | 1,907,318 | $ | 1,953,731 | $ | 5,753,801 | $ | 5,665,095 | ||||||||
| Over-the-counter drugs | 1,127,918 | 981,250 | 3,967,959 | 3,256,020 | ||||||||||||
| Nutritional supplements | 15,110 | 83,843 | 49,929 | 127,774 | ||||||||||||
| Traditional Chinese medicine | 740 | - | 5,193 | - | ||||||||||||
| Sundry products | - | 110,292 | - | 116,706 | ||||||||||||
| Medical devices | 4,925 | 921 | 59,165 | |||||||||||||
| Total | $ | 3,051,086 | $ | 3,143,041 | $ | 9,777,803 | $ | 9,224,760 | ||||||||
| 21 |
Note 21 – COMMITMENTS AND CONTINGENCIES
Operating lease commitments
The Company recognizes lease expense on a straight line basis over the term of its leases in accordance with the relevant accounting standards. The Company has entered into various tenancy agreements for its store premises and for the land leased from a local government to farm herbs.
The Company’s commitments for minimum rental payments under its leases for the next five years and thereafter are as follows:
| Periods ending December 31, | Retail drugstores | Online pharmacy | Drug wholesale | Herb farming | Total Amount | |||||||||||||||
| 2017 | $ | 2,788,415 | $ | 36,851 | $ | 73,702 | $ | - | $ | 2,898,968 | ||||||||||
| 2018 | 2,366,946 | 36,851 | 73,702 | - | 2,477,499 | |||||||||||||||
| 2019 | 1,775,923 | 36,851 | 73,702 | - | 1,886,476 | |||||||||||||||
| 2020 | 871,320 | 36,851 | 73,702 | - | 981,873 | |||||||||||||||
| 2021 | 314,344 | 3,071 | 6,142 | - | 323,557 | |||||||||||||||
| Thereafter | 446,719 | - | - | - | 446,719 | |||||||||||||||
Total rent expense amounted to $747,744 and $918,619 for the three months ended December 31, 2016 and 2015, respectively, and $2,225,186 and $3,346,163 for the nine months ended December 31, 2016 and 2015, respectively.
Note 22 – SUBSEQUENT EVENTS
On January 4, 2017, the Company entered into a Securities Purchase Agreement with one institutional investor (the “Investor”) pursuant to which the Company agreed to sell to the Investor, and the Investor agreed to purchase from the Company, through a private placement, an aggregate of 4,840,000 shares of the common stock, par value $0.001 per share, of the Company, at a purchase price of $2.20 per share, for aggregate gross proceeds to the Company of $10,648,000 (the “Private Placement”). The Private Placement was closed on January 21, 2017.
On January 18, 2017, Jiuzhou Pharmacy entered into a joint venture agreement (the “JV”) with the Investor’s designated entity, CareRetail (HK) Holdings Limited (“CareRetail HK”) pursuant to which CareRetail HK shall have 51% equity interests of the JV and Jiuzhou Pharmacy shall have the remaining 49% equity interests. The total registered capital of the JV is $1,600,000, to be contributed by both parties based on their ownership percentages in the JV by December 31, 2019. The JV is in the business of management and consulting in the industry of non-medical care management and consulting, wholesale and retail of certain categories of medical devices and others subject to the scope to be set forth in its business license.
| 22 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The following management’s discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto and the other financial information appearing elsewhere in this item. In addition to historical information, the following discussion contains certain forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements relate to our future plans, objectives, expectations and intentions. These statements may be identified by the use of words such as "may," "will," "could," "expect," "anticipate," "intend," "believe," "estimate," "plan," "predict," and similar terms or terminology, or the negative of such terms or other comparable terminology. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bound of our knowledge of our business, our actual results could differ materially from those discussed in these statements. Factors that could contribute to such differences include, but are not limited to, those discussed in the "Risk Factors" section of our annual report on Form 10-K for the year ended March 31, 2016 and filed with the SEC on June 28, 2015. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.
Our financial statements are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States. See "Exchange Rates" below for information concerning the exchanges rates at which Renminbi ("RMB") were translated into U.S. Dollars (“USD” or “$”) at various pertinent dates and for pertinent periods.
Overview
We currently operate in four business segments in China: (1) retail drugstores, (2) online pharmacy, (3) wholesale of products similar to those that we carry in our pharmacies, and (4) farming and selling herbs used for traditional Chinese medicine (“TCM”).
Our drugstores offer customers a wide variety of pharmaceutical products, including prescription and over-the-counter (“OTC”) drugs, nutritional supplements, TCM, personal and family care products, and medical devices, as well as convenience products, including consumable, seasonal, and promotional items. Additionally, we have licensed doctors of both western medicine and TCM on site for consultation, examination and treatment of common ailments at scheduled hours. We currently have 65 pharmacies in Hangzhou under the store brand of “Jiuzhou Grand Pharmacy.” During the nine months ended December 31, 2016, we have opened six new pharmacies.
Since May 2010, we have also been selling certain OTC drugs, medical devices, nutritional supplements and other sundry products online. Our online pharmacy sells through several third-party platforms such as Alibaba’s Tmall, JD.com and Amazon.com, and the Company’s own platform all over China. In fiscal year 2017, in order to keep top rankings in certain third-party platforms such as Tmall, we have spent reasonable resources in markting our products through these third-party platforms. Our sales through our own platform are primarily generated by customers who use their private commercial medical insurances package.
We operate a wholesale business through Jiuxin Medicine distributing third-party pharmaceutical products (similar to those carried by our pharmacies) primarily to trading companies throughout China. We also farm certain herbs used in TCM but have not incurred sales in the three and nine months ended December 31, 2016.
As described in the above, on January 21, 2017, we closed the Private Placement with an institutional investor for gross proceeds of $10,648,000. In connection with the Private Placement, Jiuzhou Pharmacy entered into a joint venture agreement (the “JV”) with CareRetail HK pursuant to which CareRetail HK shall have 51% equity interests of the JV and Jiuzhou Pharmacy shall have the remaining 49% equity interests. The total registered capital of the JV is $1,600,000, to be contributed by both parties based on their ownership percentages in the JV by December 31, 2019. The new JV will engage in business of pharmaceutical retail and wholesale, as well as pharmaceutical business management.
Critical Accounting Policies and Estimates
In preparing our unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, we are required to make judgments, estimates and assumptions that affect: (i) the reported amounts of our assets and liabilities; (ii) the disclosure of our contingent assets and liabilities at the end of each reporting period; and (iii) the reported amounts of revenue and expenses during each reporting period. We continually evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ materially from those estimates.
We believe that any reasonable deviation from those judgments and estimates would not have a material impact on our financial condition or results of operations. To the extent that the estimates used differ from actual results, however, adjustments to the statement of operations and corresponding balance sheet accounts would be necessary. These adjustments would be made in future financial statements.
When reading our financial statements, you should consider: (i) our critical accounting policies; (ii) the judgment and other uncertainties affecting the application of such policies; and (iii) the sensitivity of reported results to changes in conditions and assumptions. The critical accounting policies and related judgments and estimates used to prepare our financial statements are identified in Note 3 to our unaudited consolidated financial statements accompanying in this report. We have not made any material changes in the methodology used in our accounting policies that are inconsistent with those discussed in our annual report on Form 10-K for the year ended March 31, 2016.
| 23 |
Results of Operations
Comparison of three months ended December 31, 2016 and 2015
The following table summarizes our results of operations for the three months ended December 31, 2016 and 2015:
| Three months ended December 31, | ||||||||||||||||
| 2016 | 2015 | |||||||||||||||
| Amount | Percentage of total revenue | Amount | Percentage of total revenue | |||||||||||||
| Revenue | $ | 20,610,024 | 100.0 | % | $ | 24,708,046 | 100.0 | % | ||||||||
| Gross profit | $ | 4,183,871 | 20.3 | % | $ | 4,847,333 | 19.6 | % | ||||||||
| Selling expenses | $ | 3,570,182 | 17.3 | % | $ | 3,286,637 | 13.3 | % | ||||||||
| General and administrative expenses | $ | 1,451,849 | 7.0 | % | $ | 1,868,448 | 7.7 | % | ||||||||
| Loss from operations | $ | (838,160 | ) | (4.1 | )% | $ | (307,752 | ) | (1.2 | )% | ||||||
| Interest income | $ | 54,003 | 0.3 | % | $ | 115,740 | 0.5 | % | ||||||||
| Interest expenses | $ | (415 | ) | 0.0 | % | $ | 5,925 | 0.0 | % | |||||||
| Other income, net | $ | (99,485 | ) | (0.5 | )% | $ | (290,122 | ) | (1.2 | )% | ||||||
| Change in fair value of purchase option derivative liability | $ | 67,296 | 0.3 | % | $ | (15,444 | ) | (0.1 | )% | |||||||
| Income tax expense (benefit) | $ | 18,045 | (0.1 | )% | $ | 35,099 | 0.1 | % | ||||||||
| Net income | $ | (834,806 | ) | (4.1 | )% | $ | (617,529 | ) | (2.5 | )% | ||||||
Revenue
Primarily due to the decline in our online pharmacy business, revenue decreased by $4,098,022 or 16.6% for the three months ended December 31, 2016, as compared to the three months ended December 31, 2015, partially offset by the increase in our retail drugstore business. The following table breaks down the revenue for our four business segments for the three months ended December 31, 2016 and 2015:
Quarterly Revenue by Segment
The following table breaks down the revenue for our four business segments for the three months ended December 31, 2016 and 2015:
| Three months ended December 31, | ||||||||||||||||||||||||
| 2016 | 2015 | |||||||||||||||||||||||
| Amount | % of total revenue | Amount | % of total revenue | Variance by amount | % of change | |||||||||||||||||||
| Revenue from retail drugstores | $ | 14,121,567 | 68.5 | % | $ | 12,928,472 | 52.3 | % | $ | 1,193,095 | 9.2 | % | ||||||||||||
| Revenue from online sales | 3,437,371 | 16.7 | % | 8,645,534 | 35.0 | % | (5,208,163 | ) | (60.2 | )% | ||||||||||||||
| Revenue from wholesale business | 3,051,086 | 14.8 | % | 3,134,040 | 12.7 | % | (82,954 | ) | (2.6 | )% | ||||||||||||||
| Revenue from farming business | - | - | % | - | - | % | - | - | % | |||||||||||||||
| Total revenue | $ | 20,610,024 | 100.0 | % | $ | 24,708,046 | 100.0 | % | $ | (4,098,022 | ) | (16.6 | )% | |||||||||||
| 24 |
Retail drugstores sales, which accounted for approximately 68.5% of total revenue for the three months ended December 31, 2016, increased by $1,193,095, or 9.2% compared to the three months ended December 31, 2015, to $14,121,567. Same-store sales increased by approximately $728,822, or 6.0%, while new stores contributed approximately $572,876 in revenue in the three months ended December 31, 2016. Excluding the RMB depreciation effect, the same store sales increased by approximately 12.9% period over period. The G20 summit held in Hangzhou in September 2016 impeded our sales in the first two quarters of fiscal 2017, as the local government has significantly tightened its security requirements and prevented people from entering Hangzhou City before and during the G20 summit. In order to catch up with the sales plan in 2016, after the G20 summit, we have made a series of marketing activities to promote sales. For instance, close to the Chinese Spring Festival, people tend to purchase more nutritional supplements such as ginseng, bird’s-nest and colla coril asini. We have negotiated with major manufacturers and vendors of nutritional supplements in advance and ordered a large quantity at favorable prices. As a result, we are able to implement various marketing campaigns to promote sales. Additionally, since the beginning of 2016, we have expended considerable efforts in establishing and improving our chronic disease management program, which has gradually attracted quite a few loyal customers who continuously refill their prescriptions and purchase supplemental products at our stores. Our store count increased to 65 as of December 31, 2016, compared to 59 stores as of December 31, 2015.
Our online pharmacy sales decreased by approximately $5,208,163, or 60.2% for the three months ended December 31, 2016, as compared to the three months ended December 31, 2015. The decrease was mainly caused by the decline in business referred from Yikatong and decline in our sales via various e-commerce platforms, as further explained below, during this quarter. We carry our business either through certain e-commerce platforms such as Tmall and JD.com or via our own official online pharmacy website. Such arrangements with third-party platforms have exposed our online presence to a wider consumer base. In order to increase the popularity of our products, we have made considerable efforts to identify popular products that can drive sales, while keeping close watch on cost. However, due to the China Food and Drug Administration (“CFDA”) suspension of OTC drug sales on e-commerce platforms such as Alibaba in the second quarter, our sales via these e-commerce platforms have been curtailed. As a result, our sales via these e-commerce platforms decreased by 29.8% period over period. To minimize the effect of OTC drug sales suspension, we are using these platforms as a showcase for our OTC products. Customers interested in listed OTC products can order such products directly from us and pay us upon delivery. We are also adding more non-medical health products such as nutritional supplements into our sales menu to counteract the decline in sales of OTC drugs.
Due to the decline in business referred to us from “Yikatong”, the popular pharmacy and health insurance benefit card, the sales on our own official website for the three months ended December 31, 2016 decreased by $3.9 million or 91.8% as compared to the three months ended December 31, 2015. Yikatong is run by a Pharmacy Benefit Management (“PBM”) provider in China. In fiscal 2016, we created a strategic alliance with the PBM provider. However, in order to maximize its profit, the PBM provider chose to create its own online pharmacy to sell products referred from Yikatong. In order to grow its own online pharmacy, the PMB provider actively directed Yikatong customers to purchase products on its online pharmacy. As a result, the sales on our own official website declined dramatically. In order to offset the negative effect, we had been actively working with a similar vendor, who may refer to us a big customer pool in the near future. If we are able to retain the new vendor, our own website sales will continue to grow in the future.
Wholesale revenue decreased by $82,954 or 2.6%, primarily due to the exchange rates variance. Excluding exchange variance, the wholesale revenue increased by 4.3%.At present, the majority of drug sales still occur at hospitals in China. Local hospitals usually have stronger ties with their existing suppliers and we have not been able to make significant progress in becoming a major supplier to local hospitals. Until we can establish a new customer base and are granted a status to serve as provincial or national exclusive sale agent for certain popular drugs, we do not expect our wholesale business to increase significantly in the immediate future.
In the three months ended December 31, 2016 and 2015, we have not harvested and generated revenue from our farming business. We planted ginkgo and maidenhair trees during the year ended March 31, 2013. A ginkgo tree may have a growth period of up to twenty years before it is mature enough for harvest. Usually, the longer it grows the more valuable it becomes. We plan to continue cultivating the trees in order to maximize their market value in the future. During the three months ended December 31, 2016, we have been evaluating feasibility of planting other herbs with short period of growth. We anticipate that we will continue to grow ginkgo trees and start cultivating other herbs in the future.
| 25 |
Gross Profit
Gross profit decreased by $663,462 or 13.7% period over period primarily as a result of a decrease in gross profit provided by online sale, which decreased significantly in the three months ended December 31, 2016. At the same time, gross margin increased from 19.6% to 20.3% due to higher retail profit margins. The average gross margins for each of our four business segments are as follows:
| Three months ended December 31, | ||||||||
| 2016 | 2015 | |||||||
| Average gross margin for retail drugstores | 25.7 | % | 21.6 | % | ||||
| Average gross margin for online sales | 10.4 | % | 21.3 | % | ||||
| Average gross margin for wholesale business | 6.5 | % | 6.8 | % | ||||
| Average gross margin for farming business | N/A | N/A | ||||||
Retail gross margin increased primarily because of more vendor rebates attributable to our focused marketing efforts in promoting brand-name products with large pharmaceutical suppliers, continuous efforts to renegotiate prices with our suppliers periodically, and selection of certain higher profit margin products. Instead of labeling our own products, we focused on promoting brand name products. We believe selling brand name products will increase our store popularity and customer loyalty. For instance, we negotiated with the largest brand name provider of colla coril asini, which we have been actively marketing in the quarter ended December 31, 2016, and have obtained a large vendor rebate from this vendor. Additionally, we have been searching for ways to improve our profit margin. From time to time, we compared existing products among our suppliers to negotiate lower cost.
Gross margin of online pharmacy sales decreased primarily because of the decline in our sales via our own official website, as well as due to our promotion of certain products sold at low profit margin. We conduct our business either through certain e-commerce platforms such as Tmall and JD.com or via our own official online pharmacy website, www.dada360.com. The sales on our own official website usually have higher profit margins because customers referred by Yikatong and commercial insurance companies are premium customers who can afford premium products with higher profit margins. As described in the above, Yikatong has continuously cut its customer referrals to our online pharmacy. As a result, our overall online sales profit margin declined in this quarter.
Wholesale gross margin decreased primarily as a result of different products we carried and sold to certain pharmaceutical vendors. Although we tried marketing our products to major local hospitals and other pharmacies, we had not been able to make significant progress. Until we are able to obtain status as provincial or national exclusive sale agent for certain popular drugs or have sales access to large local hospitals, we may have to keep low profit margins in order to drive sales.
| 26 |
Selling and Marketing Expenses
Sales and marketing expenses increased by $283,545 or 8.6% period over period, primarily relating to new local wholesale clients such as other local drugstores, and addition of certain selling and marketing supporting staff salary in our wholesale business. On the other hand, due to the decreases in online sales, the selling expenses such as third-party platform commissions and processing fees on the online pharmacy have declined. Primarily due to the decrease in overall sales, such expenses as a percentage of our revenue, increased to 17.3%, from 13.3% for the same period a year ago. We expect future sales and marketing expenses to not deviate significantly from the current level.
General and Administrative Expenses
General and administrative expenses decreased by $416,599 or 22.3% period over period. Such expenses as a percentage of revenue decreased to 7.0% from 7.6% for the same period a year ago. The decrease in absolute dollars reflects accounts receivable and advances to vendors allowance reversal of $331,180 in the three months ended December 31, 2016, as compared to allowance addition of $190,472 in the three months ended December 31, 2015. The difference was caused by the fact that we were able to collect certain remaining aged accounts receivable and advances to suppliers accounts in the three months ended December 31, 2016. Excluding such an effect, general and administrative expenses slightly increased by $105,053.
Loss from Operations
As a result of the above, we had loss from operations of $838,160, as compared to loss from operations of $307,752 a year ago. Our operating margin for the three months ended December 31, 2016 and 2015 was (4.1)% and (1.2)%, respectively.
Income Taxes
Our income tax expense decreased by $17,054 period over period due to decrease in retail sales profit.
Net Loss
As a result of the foregoing, net loss increased by $217,277 period over period.
Comparison of nine months ended December 31, 2016 and 2015
The following table summarizes our results of operations for the nine months ended December 31, 2016 and 2015:
| Nine months ended December 31, | ||||||||||||||||
| 2016 | 2015 | |||||||||||||||
| Amount | Percentage of total revenue | Amount | Percentage of total revenue | |||||||||||||
| Revenue | $ | 61,706,774 | 100.0 | % | 68,596,964 | 100.0 | % | |||||||||
| Gross profit | $ | 13,018,682 | 21.1 | % | 13,200,023 | 19.2 | % | |||||||||
| Selling expenses | $ | 9,276,225 | 15.0 | % | 9,801,761 | 14.3 | % | |||||||||
| General and administrative expenses | $ | 4,752,981 | 7.7 | % | 3,628,520 | 5.3 | % | |||||||||
| Loss from operations | $ | (1,010,524 | ) | (1.6 | )% | (230,258 | ) | (0.3 | )% | |||||||
| Interest Income | 339,460 | 0.6 | % | 190,737 | 0.4 | % | ||||||||||
| Interest Expenses | (1,285 | ) | 0.0 | % | (154,006 | ) | (0.4 | )% | ||||||||
| Other Income (expense), net | $ | 5,139 | 0.0 | % | (219,771 | ) | (0.3 | )% | ||||||||
| Change in fair value of purchase option derivative liability | $ | 125,389 | 0.2 | % | 173,510 | 0.3 | % | |||||||||
| Income tax expense | $ | 63,963 | 0.1 | % | 79,224 | 0.1 | % | |||||||||
| Net loss | $ | (605,784 | ) | 1.0 | % | (355,743 | ) | (0.5 | )% | |||||||
| 27 |
Revenue
Primarily due to the decline in our online pharmacy business, our revenue decreased by $6,890,190 or 10.0% for the nine months ended December 31, 2016, as compared to the nine months ended December 31, 2015, partially offset by the increase in our retail drugstore and wholesale business. The following table breaks down the revenue for our four business segments for the nine months ended December 31, 2016 and 2015.
Quarterly Revenue by Segment
The following table breaks down the revenue for our four business segments for the nine months ended December 31, 2016 and 2015:
| Nine months ended December 31, | ||||||||||||||||||||||||
| 2016 | 2015 | |||||||||||||||||||||||
| Amount | % of total revenue | Amount | % of total revenue | Variance by amount | % of change | |||||||||||||||||||
| Revenue from retail drugstores | $ | 39,636,796 | 64.2 | % | $ | 38,202,495 | 55.7 | % | $ | 1,434,301 | 3.8 | % | ||||||||||||
| Revenue from online sales | 12,292,175 | 20.0 | % | 21,169,709 | 30.9 | % | (8,877,534 | ) | (41.9 | )% | ||||||||||||||
| Revenue from wholesale business | 9,777,803 | 15.8 | % | 9,224,760 | 13.4 | % | 553,043 | 6.0 | % | |||||||||||||||
| Revenue from farming business | - | - | % | - | - | % | - | - | % | |||||||||||||||
| Total revenue | $ | 61,706,774 | 100.0 | % | $ | 68,596,964 | 100.0 | % | $ | (6,890,190 | ) | (10.0 | )% | |||||||||||
Retail drugstores sales, which accounted for approximately 64.2% of total revenue for the nine months ended December 31, 2016, increased by $1,434,301 or 3.8% compared to the nine months ended December 31, 2015, to $39,636,796. Same-store sales decreased by approximately $814,518, or 2.2%, while new stores contributed approximately $705,941 in revenue in the nine months ended December 31, 2016. Excluding the RMB depreciation effect, the same store sales increased by approximately 4.4% period over period. Due to the G20 summit held in Hangzhou in September 2016, the local government significantly tightened its security requirements in the quarter ended December 31, 2016 and more and more migrants from other areas of China, such as businessman and laborers, chose to leave the region temporarily. As these migrants represent a large portion of the population of Hangzhou, our sales to this group of people were diminished. In order to catch up with the sales plan in 2016, after the G20 summit, we have conducted a series of marketing activities to promote sales. For instance, close to the Chinese Spring Festival, people tend to purchase more nutritional supplements such as ginseng, bird’s-nest and colla coril asini. We have negotiated with major manufacturers and vendors of the nutritional supplements in advance and ordered a large quantity at favorable prices. As a result, we are able to implement various marketing campaigns to promote sales. Additionally, since the beginning of 2016, we have expended considerable efforts to establish and improve our chronic disease management program, which has gradually attracted quite a few loyal customers who continuously refill their prescriptions and purchase supplemental products at our stores. Our store count increased to 65 as of December 31, 2016, compared to 59 stores as of December 31, 2015.
Our online pharmacy sales decreased by approximately $8,877,534, or 41.9% for the nine months ended December 31, 2016, as compared to the nine months ended December 31, 2015. The decrease was primarily caused by the decline in business referred from Yikatong and decline in our sales via e-commerce platforms, as further explained below. We conduct our business either through certain e-commerce platforms such as Tmall and JD.com or via our own official online pharmacy website. Such arrangements with third-party platforms have exposed our online presence to a wider consumer base. In order to increase the popularity of our products, we have made considerable efforts to identify popular products that can drive sales, while keeping close watch on cost. However, due to the CFDA suspension of OTC drugs sales on e-commerce platforms such as Alibaba in the second quarter, our sales via these e-commerce platforms have been curtailed. As a result, our sales via these e-commerce platforms decreased by 14.0% period over period. To minimize the effect of OTC drug sales suspension, we are using these platforms as a showcase for our OTC products. Customers interested in list OTC products can order such products directly from us and pay us upon delivery. We are also adding more non-medical health products such as nutritional supplements into our sales menu to counteract the decline in sale of OTC drug category.
Due to the decline in business referred to us from “Yikatong”, the popular pharmacy and health insurance benefit card, the sales on our own official website for the nine months ended December 31, 2016 decreased by $7.1 million or 81.4% as compared to the nine months ended December 31, 2015. Yikatong is run by a Pharmacy Benefit Management (“PBM”) provider in China. In fiscal 2016, we created a strategic alliance with the PBM provider. However, in order to maximize its profit, the PBM provider chose to create its own online pharmacy to sell products referred from Yikatong. In order to grow its own online pharmacy, the PMB provider actively directed Yikatong customers to purchase products on its online pharmacy. As a result, the sales on our own official website declined dramatically. In order to offset the negative effect, we had been actively working with a similar vendor, who may refer to us a big customer pool in the near future. If we are able to retain the new vendor, our own website sale will continue to grow in the future.
Wholesale revenue increased by $553,043 or 6.0%, primarily due to marketing efforts of certain new salespersons. However, at present, the majority of drug sales still occur at hospitals in China. Local hospitals usually have stronger ties with their existing suppliers and we have not been able to make significant progress in becoming a major supplier to local hospitals. Until we can establish a new customer base and are granted a status to serve as provincial or national exclusive sale agent for certain popular drugs, we do not expect our wholesale business to increase significantly in the immediate future.
In the nine months ended December 31, 2016 and 2015, we have not harvested and generated revenue from our farming business. We planted ginkgo and maidenhair trees during the year ended March 31, 2013. A ginkgo tree may have a growth period of up to twenty years before it is mature enough for harvest. Usually, the longer it grows the more valuable it becomes. We plan to continue cultivating the trees in order to maximize their market value in the future. During the nine months ended December 31, 2016, we have been evaluating feasibility of planting other herbs with short period of growth. We anticipate that we will continue to grow ginkgo trees and start cultivating other herbs in the future.
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Gross Profit
Gross profit decreased by $181,341 or 1.4% period over period primarily as a result of a decrease in gross profit provided by online sale which decreased significantly in the nine months ended December 31, 2016. At the same time, gross margin increased from 19.2% to 21.1% due to higher retail profit margins. The average gross margins for each of our four business segments are as follows:
| Nine months ended December 31, | ||||||||
| 2016 | 2015 | |||||||
| Average gross margin for retail drugstores | 27.8 | % | 23.2 | % | ||||
| Average gross margin for online sales | 11.5 | % | 17.4 | % | ||||
| Average gross margin for wholesale business | 6.0 | % | 7.2 | % | ||||
| Average gross margin for farming business | N/A | N/A | ||||||
Retail gross margins increased primarily because of more vendor rebates attributable to our focused marketing efforts in promoting brand-name products with large pharmaceutical suppliers, continuous efforts to renegotiate prices with our suppliers periodically, and our selection of certain higher profit margin products. Instead of promoting our own products, we focused on promoting brand name products. We believe selling brand name products will increase our store popularity and customer loyalty. For instance, we negotiated with the largest brand name provider of colla coril asini, which we have been actively marketing in the quarter ended December 31, 2016 and have obtained a large vendor rebate from this vendor. Additionally, we have been searching for ways to improve our profit margin. From time to time, we compared existing products among our suppliers to negotiate lower costs. Because local hospitals are required to sell certain drugs included in the CFDA list at a set cost, these drugs are sold at extremely low profit margins from our stores. We actively search for and sell alternative drugs with better treatment effects and higher profit margins.
Gross margin of online pharmacy sales decreased primarily because of the decline in our sales via our own official website, as well as due to our promotion of certain products sold at low profit margin. We carry our business either through certain e-commerce platforms, such as Tmall and JD.com, or via our own official online pharmacy website, www.dada360.com. The sales on our own official website usually have higher profit margins because customers referred by Yikatong and commercial insurance companies are premium customers who can afford premium products with higher profit margins. As described in the above, Yikatong has continuously cut its customer referrals to our online pharmacy. As a result, our overall online sales profit margin declined in this quarter.
Wholesale gross margin decreased primarily as a result of different products we carried and sold to certain pharmaceutical vendors. Although we tried marketing our products to major local hospitals and other pharmacies, we had not been able to make significant progress. Until we are able to obtain status as provincial or national exclusive sale agent for certain popular drugs or have sales access to large local hospitals, we may have to keep low profit margins in order to drive sales.
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Selling and Marketing Expenses
Sales and marketing expenses decreased by $525,536 or 5.4% period over period, primarily attributable to rental savings and a decrease in third-party platform commissions and processing fees. As online shopping becomes very popular in China, the value of physical commercial shop sites has declined. We were able to renegotiate with certain landlords to cut our rental expenses when leases come to renewal. Due to the decrease in online sale, the selling expenses such as the third-party platform commissions and processing fees on our online pharmacy have declined. On the other hand, we incurred additional marketing and logistic expense s for new local wholesale clients such as other local drugstores, and added certain sale and marketing supporting staff. However, due to the decrease in overall sales, such expenses as a percentage of our revenue increased to 15.0%, from 14.3% for the same period a year ago. We expect future sales and marketing expenses to not deviate significantly from the current level.
General and Administrative Expenses
General and administrative expenses increased by $1,124,461 or 31.0% period over period, primarily due to the increase in stock-based compensation of $1,206,561, which is related to certain employee stock incentive plans and consulting agreements as disclosed in Note 18. Such expenses as a percentage of revenue increased to 7.7% from 5.3% for the same period a year ago. Excluding such an effect, general and administrative expense slightly decreased by $82,100.
Income (Loss) from Operations
As a result of the above, we had loss from operations of $1,010,524, as compared to loss from operations of $230,258 a year ago. Our operating margin for the nine months ended December 31, 2016 and 2015 was (1.6)% and (0.3)%, respectively.
Income Taxes
Our income tax expense decreased by $15,261 period over period due to overall decrease in operation income in retail profit.
Net Loss
As a result of the foregoing, net loss increased by $250,041 period over period.
Accounts receivable
Accounts receivable, which are unsecured, are stated at the amount we expect to collect. We continuously monitor collections and payments from our customers (our distributors) and maintain a provision for estimated credit losses. To prepare for potential loss in such accounts, we made corresponding reserves.
Our accounts receivable aging was as follows for the periods described below:
| From d ate of invoice to customer | Retail drugstores | Online Pharmacy | Drug wholesale | Herb farming | Total amount | |||||||||||||||
| 1- 3 months | $ | 6,868,825 | $ | 537,692 | $ | 1,278,656 | $ | - | $ | 8,685,173 | ||||||||||
| 4- 6 months | 32,326 | 31,603 | 761,870 | - | 825,799 | |||||||||||||||
| 7- 12 months | 1,676 | 24,199 | 47,222 | - | 73,097 | |||||||||||||||
| Over one year | 4,989 | 2,700 | 698,897 | 1,152 | 707,738 | |||||||||||||||
| Allowance for doubtful accounts | (62,025 | ) | (19,331 | ) | (767,913 | ) | (1,152 | ) | (850,421 | ) | ||||||||||
| Total accounts receivable | $ | 6,845,791 | $ | 576,863 | $ | 2,018,732 | $ | - | $ | 9,441,386 | ||||||||||
Accounts receivable from our retail business mainly consist of reimbursements from government health insurance bureaus and commercial health insurance programs. In the three and nine months ended December 31, 2016, we wrote off an approximately $75,126 and $138,508 collectible from provincial and Hangzhou City government insurance, as such amount has been determined by the health insurance bureaus to be unqualified for reimbursement.
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Accounts receivable from our online pharmacy business mainly consist of collectibles from third-party platforms such as Tmall and JD.com where we sell products. Usually the third-party platforms will collect from customers ordering on their platforms and then reimburse us in times ranging from several days to a month after orders are placed.
Accounts receivable from our drug wholesale business and herb farming business consist of receivables from our customers such as pharmaceutical distributors. Our drug wholesale business transitioned away from focusing on sales volume beginning in the second half of fiscal 2013, and it tightened its customer credit policy and strengthened monitoring of uncollected receivables. Furthermore, the new management team expended significant efforts in clearing outstanding balances with certain customers and suppliers. In the nine months ended December 31, 2016, we were able to continually collect certain aged accounts. As a result, we reversed approximately $1,248,825 in allowance.
Subsequent to December 31, 2016 and through October 31, 2016, we collected approximately $2.6 million in receivables relating to our drugstore business, approximately $1.4 million in receivables relating to our online pharmacy business, approximately $0.2 million relating to our wholesale business, and $0 relating to our herb farming business.
Advances to suppliers
Advances to suppliers are mainly prepayments to secure certain products or services and favorable pricing. The aging of our advances to suppliers is as follows for the periods described below:
| From date of cash prepayment to suppliers | Retail drugstores | Online Pharmacy | Drug wholesale | Herb farming | Total amount | |||||||||||||||
| 1- 3 months | $ | 198,917 | $ | - | $ | 2,200,846 | $ | - | $ | 2,399,763 | ||||||||||
| 4- 6 months | 115,287 | - | 1,176,818 | - | 1,292,105 | |||||||||||||||
| 7- 12 months | 810 | - | 429,953 | - | 430,763 | |||||||||||||||
| Over one year | 167,754 | - | 393,927 | - | 561,681 | |||||||||||||||
| Allowance for doubtful accounts | (197,920 | ) | - | (646,757 | ) | - | (844,677 | ) | ||||||||||||
| Total advances to suppliers | $ | 284,848 | $ | - | $ | 3,554,787 | $ | - | $ | 3,839,635 | ||||||||||
Since the acquisition of Jiuxin Medicine, we have gradually transferred almost all logistics services of our retail drugstores to Jiuxin Medicine. Jiuzhou Pharmacy only makes purchase on certain non-medical products such as sundry. As a result, our retail chain had little advances to suppliers as of December 31, 2016.
Advances to suppliers for our drug wholesale business consist of prepayments to our vendors such as pharmaceutical manufacturers and other distributors. We typically receive products from vendors within three to nine months after making prepayments. We continuously monitor delivery from and payments to our vendors while maintaining a provision for estimated credit losses based upon historical experience and any specific supplier issues such as discontinuing of inventory supply that have been identified. If we are having difficulty receiving products from a vendor, we take the following steps: cease purchasing products from the vendor, ask for return of our prepayment promptly, and if necessary, take legal actions. If all of these steps are unsuccessful, management then determines whether or not the prepayments should be reserved or written off. To facilitate its initial expansion, Jiuxin Medicine made significant prepayments to certain vendors. Lack of timely supplier account reconciliation caused by several sales staff rotations delayed the monitoring of such accounts. To accommodate potential loss in advances to suppliers, we made reserve for amounts considered to be uncollectible. As previously discussed, Jiuxin Medicine transitioned away from focusing on sales volume beginning in the second half of fiscal 2013, and since then we have tightened our customer credit policy and strengthened monitoring of uncollected receivables. We do not expect a significant increase in bad debts going forward.
Liquidity and Capital Resources
Our cash flows for the periods indicated are as follows:
| Nine months ended December 31, | ||||||||
| 2016 | 2015 | |||||||
| Net cash used in operating activities | $ | (1,787,068 | ) | $ | (919,499 | ) | ||
| Net cash provided by investing activities | $ | 128,414 | $ | 910,169 | ||||
| Net cash provided by financing activities | $ | 23,796 | $ | 359,928 | ||||
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For the nine months ended December 31, 2016, cash used in operating activities amounted to $1,787,068, as compared to $919,499 a year ago. The change is primarily attributable to a decrease in cash provided by accounts receivable of $1,374,156, a decrease in cash provided by change of Accounts payable of $1,026,075 offset by an increase in cash provided by the change of Stock compensation of $ 1,686,629.
For the nine months ended December 31, 2016, net cash provided by investing activities amounted to $128,414, as compared to $910,169 used in investing activities a year ago. The change is attributable to the pay back of financial assets available for sale in the nine months ended December 31, 2015.
For the nine months ended December 31, 2016, net cash provided by financing activities amounted to $23,796, as compared to $359,928 a year ago.
As of December 31, 2016, we had cash of approximately $4,643,349. Our total current assets as of December 31, 2016, were $40,437,581and total current liabilities were $33,290,708, which resulted in a working capital of $7,146,873.
On July 23, 2015, we completed a registered direct placement with a single healthcare-focused institutional investor for the purchase of an aggregate of $3 million of its common stock at a price of $2.50 per share and net proceeds of approximately $2.7 million after deducting commissions and all other expenses. As of December 31, 2016, we had approximately $4.52 million in our credit line available for further borrowing. We believe that the foregoing sources will collectively provide sufficient liquidity for us to meet our liquidity and capital obligations for the next twelve months. However, if we are to acquire additional businesses or further expand our operations, we may need additional capital.
Contractual Obligations and Off-Balance Sheet Arrangements
Contractual Obligations
When we open store locations, we typically enter into lease agreements that are generally between three to ten years. Our commitments for minimum rental payments under our leases for the next five years and thereafter are as follows:
| Periods ending December 31, | Retail drugstores | Online pharmacy | Drug wholesale | Herb farming | Total Amount | |||||||||||||||
| 2017 | $ | 2,788,415 | $ | 36,851 | $ | 73,702 | $ | - | $ | 2,898,968 | ||||||||||
| 2018 | 2,366,946 | 36,851 | 73,702 | - | 2,477,499 | |||||||||||||||
| 2019 | 1,775,923 | 36,851 | 73,702 | - | 1,886,476 | |||||||||||||||
| 2020 | 871,320 | 36,851 | 73,702 | - | 981,873 | |||||||||||||||
| 2021 | 314,344 | 3,071 | 6,142 | - | 323,557 | |||||||||||||||
| Thereafter | 446,719 | - | - | - | 446,719 | |||||||||||||||
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Off-balance Sheet Arrangements
We do not have any outstanding financial guarantees or commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
Exchange Rates
Our subsidiaries and affiliated companies in the PRC maintain their books and records in RMB, the lawful currency of the PRC. In general, for consolidation purposes, we translate their assets and liabilities into USD using the applicable exchange rates prevailing at the balance sheet date, and the statement of income is translated at average exchange rates during the reporting period. Adjustments resulting from the translation of their financial statements are recorded as accumulated other comprehensive income.
The exchange rates used to translate amounts in RMB into USD for the purposes of preparing the unaudited condensed consolidated financial statements or otherwise disclosed in this report were as follows:
| December 31, 2016 |
March 31, 2016 |
December 31, 2015 |
||||||||||
| Balance sheet items, except for the registered and paid-up capital, as of end of period/year | USD1: RMB 0.1440 | USD1: RMB 0.1551 | USD1: RMB 0.1541 | |||||||||
| Amounts included in the statement of Operations and statement of cash flows for the period/year ended | USD1: RMB 0.1498 | USD1: RMB 0.1582 | USD1: RMB 0.1599 |
Inflation
We believe that inflation has not had a material effect on our operations to date.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Not applicable.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
As of December 31, 2016, 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 the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon such evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were ineffective at the reasonable assurance level. Such conclusion is based on the presence of the following material weaknesses in internal control over financial reporting as following:
| ● | the significance of the audit adjustments’ impact on the overall financial statements; and | |
| ● | how adequately we complied with U.S. GAAP on transactions. |
Accounting and Finance Personnel Weaknesses - As noted in Item 9A of our annual reports on Form 10-K for the preceding three fiscal years, management concluded that in light of the inexperience of our accounting staff with respect to the requirements of U.S. GAAP-based reporting and SEC rules and regulations, we did not maintain effective controls and did not implement adequate and proper supervisory review to ensure that significant internal control deficiencies can be detected or prevented.
Management anticipates that our disclosure controls and procedures will remain ineffective until such material weakness is remediated.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
| ITEM 6. | EXHIBITS. |
The exhibits required by this item are set forth in the Exhibit Index attached hereto.
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SIGNATURES
Pursuant to the requirements 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.
| CHINA JO-JO DRUGSTORES, INC. | ||
| (Registrant) | ||
| Date: February 10, 2017 | By: | /s/ Lei Liu |
|
Lei Liu Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: February 10, 2017 | By: | /s/ Ming Zhao |
| Ming Zhao | ||
|
Chief Financial Officer (Principal Financial Officer and | ||
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EXHIBIT INDEX
| Exhibit Number |
Description | |
|
10.1 |
English translation of the Joint Venture Agreement by and between Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd. and CareRetail (HK) Holdings Limited | |
| 31.1 | Section 302 Certification by the Corporation’s Chief Executive Officer | |
| 31.2 | Section 302 Certification by the Corporation’s Chief Financial Officer | |
| 32.1 | Section 906 Certification by the Corporation’s Chief Executive Officer and Chief Financial Officer | |
| 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 |
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