Listed

Addentax Group Corp.: Form 10-Q for the period ended Sep 30, 2023

Filed with the SEC on Nov 14, 2023 and accepted by EDGAR at Nov 14, 2023, 06:28 ET.

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Management's discussion and analysis

As filed, 49,719 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

The following discussion and analysis of our financial condition and results of operations for the three and six months ended September 30, 2023 and 2022 should be read in conjunction with the Financial Statements and corresponding notes included in this Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements.

Overview

Our Business

We (Addentax Group Corp.) are a Nevada holding company with no material operations of our own. We conduct substantially all of our operations through our operating companies established in the PRC, primarily Shenzhen Qianhai Yingxi Industrial Chain Service Co., Ltd. (“YX”), our wholly owned subsidiary and its subsidiaries. We are not a Chinese operating company. We are a holding company and do not directly own any substantive business operations in China. Therefore, our investors will not directly hold any equity interests in our operating companies. Our holding company structure involves unique risks to investors. Chinese regulatory authorities could disallow our operating structure, which would likely result in a material change in our operations and/or the value of our common stock, including that it could cause the value of such securities to significantly decline or become worthless. Our holding company, Addentax Group Corp., is listed on the Nasdaq Capital Market under the symbol “ATXG”. We classify our businesses into three segments: garment manufacturing, logistics services, property management and subleasing.

Unless the context otherwise requires, all references in this annual report to “Addentax” refer to Addentax Group Corp., a holding company, and references to “we,” “us,” “our,” the “Registrant”, the “Company,” or “our company” refer to Addentax and/or its consolidated subsidiaries. Addentax Group Corp., our Nevada holding company, is the entity in which our investors are investing.

Our subsidiaries include (i) Yingxi Industrial Chain Group Co., Ltd., a Republic of Seychelles company; (ii) Yingxi Industrial Chain Investment Co., Ltd., a Hong Kong company (“Yingxi HK”); (iii) Qianhai Yingxi Textile & Garments Co., Ltd., a PRC company; (iv) Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd, a PRC company (“YX”), (v) Dongguan Heng Sheng Wei Garments Co., Ltd, a PRC company (“HSW”), (vi) Dongguan Yushang Clothing Co., Ltd, a PRC company (“YS”), (vii) Shantou Yi Bai Yi Garment Co., Ltd, a PRC company (“YBY”), (viii) Shenzhen Yingxi Peng Fa Logistic Co., Ltd., a PRC company (“PF”); (ix) Shenzhen Xin Kuai Jie Transportation Co., Ltd, a PRC company (“XKJ”), (x) Shenzhen Yingxi Tongda Logistic Co., Ltd, a PRC company (“TD”), (xi) Dongguan Yingxi Daying Commercial Co., Ltd., a PRC company (“DY”), (xii) Zhuang Hao Jia (Dongguan) Decoration Engineering Co.,Ltd, a PRC company (“ZHJ”), and (xiii) Dongguan Aotesi Garments Co., Ltd.,, a PRC company (“AOT”), (xiv) Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”).

“PRC Subsidiaries” refer to, collectively, (i) Qianhai Yingxi Textile & Garments Co., Ltd.; (ii) Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd (“YX”), (iii) Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), (iv) Dongguan Yushang Clothing Co., Ltd (“YS”); (v) Shantou Yi Bai Yi Garment Co., Ltd (“YBY”); (vi) Shenzhen Yingxi Peng Fa Logistic Co., Ltd., a PRC company (“PF”); (vii) Shenzhen Xin Kuai Jie Transportation Co., Ltd, a PRC company (“XKJ”), (viii) Shenzhen Yingxi Tongda Logistic Co., Ltd, a PRC company (“TD”), (ix) Dongguan Yingxi Daying Commercial Co., Ltd., a PRC company (“DY”), (x) Zhuang Hao Jia (Dongguan) Decoration Engineering Co.,Ltd, a PRC company (“ZHJ”), and (xi) Dongguan Aotesi Garments Co., Ltd.,, a PRC company (“AOT”), (xiv) Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”).

In February 2023, the Company disposed DY to an independent third party respectively.

“WFOE” refers to Qianhai Yingxi Textile & Garments Co., Ltd, a wholly foreign owned enterprise in China, which is indirectly wholly owned by Addentax Group Corp.

Our garment manufacturing business consists of sales made principally to wholesaler located in the PRC. We have our own manufacturing facilities, with sufficient production capacity and skilled workers on production lines to ensure that we meet our high quality control standards and timely meet the delivery requirements for our customers. We conduct our garment manufacturing operations through five wholly owned subsidiaries, namely Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), Dongguan Yushang Clothing Co., Ltd (“YS”), Shantou Yi Bai Yi Garment Co., Ltd (“YBY”), Zhuang Hao Jia (Dongguan) Decoration Engineering Co.,Ltd (“ZHJ”), and Dongguan Aotesi Garments Co., Ltd., (“AOT”), which are located in the Guangdong province, China.

Our logistics business consists of delivery and courier services covering 86 cities in 11 provinces and 3 municipalities in China. Although we have our own motor vehicles and drivers, we currently outsource some of the business to our contractors. We believe outsourcing allows us to maximize our capacity and maintain flexibility while reducing capital expenditures and the costs of keeping drivers during slow seasons. We conduct our logistic operations through three wholly owned subsidiaries, namely Shenzhen Xin Kuai Jie Transportation Co., Ltd (“XKJ”), Shenzhen Yingxi Peng Fa Logistic Co., Ltd (“PF”) and Shenzhen Yingxi Tongda Logistic Co., Ltd (“TD”), which are located in the Guangdong province, China.

Our property management and subleasing business provides shops subleasing and property management services for garment wholesalers and retailers in the garment market. We conduct our property management and subleasing operation through a wholly owned subsidiary, namely Dongguan Yingxi Daying Commercial Co., Ltd. (“DY”), which is located in the Guangdong province, China.

In February 2023, the Company disposed of DY to an independent third party at fair value, which was also its carrying value as of February 28, 2023.

The business operations, customers and suppliers of DY were retained by the Company; therefore, the disposition of the subsidiary did not qualify as discontinued operations.

Business Objectives

Garment Manufacturing Business

We believe the strength of our garment manufacturing business is mainly due to our consistent emphasis on exceptional quality and timely delivery of our products. The primary business objective for our garment manufacturing segment is to expand our customer base and improve our profit.

Logistics Services Business

The business objective and future plan for our logistics services segment is to establish an efficient logistic system and to build a nationwide delivery and courier network in China. As of September 30, 2023, we provide logistics services to over 86 cities in approximately seven provinces and two municipalities. We expect to develop an additional 20 logistics points in existing serving cities and improve the Company’s profit in the year 2024.

Property Management and Subleasing Business

The business objective of our property management and subleasing segment is to integrate resources in shopping mall, develop e-commerce bases and the Internet celebrity economy together to drive to increase the value of the stores in the area. The short-term goal for the year is to increase the occupancy rate of stores in the mall to more than 70%. In February 2023, the Company disposed of DY to an independent third party at fair value, which was also its carrying value as of February 28, 2023. In September 2023, we finished the acquisition of HX.

Seasonality of Business

Our business is affected by seasonal trends, with higher levels of garment sales during our second and third quarters and higher logistics services revenue during our third and fourth quarters. These trends primarily result from the timing of seasonal garment manufacturing shipments and holiday periods in the logistics services segment.

Collection Policy

Garment manufacturing business

For our new customers, we generally require orders placed to be backed by advances or deposits. For our long-term and established customers with good payment track records, we generally provide payment terms between 30 to 180 days following their acknowledgement of receipt of goods.

Logistics services business

For logistics services, we generally receive payments from the customers between 30 to 90 days following the date of the registration of our receipt of packages.

Property management and subleasing business

For property management and subleasing business, we generally collect rental and management fees of the following month each month in advance.

Economic Uncertainty

Our business is dependent on consumer demand for our products and services. We believe that the significant uncertainty in the economy in China has increased our clients’ sensitivity to the cost of our products and services. We have experienced continued pricing pressure. If the economic environment becomes weak, the economic conditions could have a negative impact on our sales growth and operating margins, cash position and collection of accounts receivable. Additionally, business credit and liquidity have tightened in China. Some of our suppliers and customers may face credit issues and could experience cash flow problems and other financial hardships. These factors currently have not had an impact on the timeliness of receivable collections from our customers. We cannot predict at this time how this situation will develop and whether accounts receivable may need to be allowed for or written off in the coming quarters.

Despite the various risks and uncertainties associated with the current economy in China, we believe our core strengths will continue to allow us to execute our strategy for long-term sustainable growth in revenue, net income and operating cash flow.

Summary of Critical Accounting Policies

We have identified critical accounting policies that, as a result of judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operation involved could result in material changes to our financial position or results of operations under different conditions or using different assumptions.

Estimates and Assumptions

We regularly evaluate the accounting estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Revenue Recognition

Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

(i) identification of the promised goods and services in the contract;

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

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

(iv) allocation of the transaction price to the performance obligations; and

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

5

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

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

Leases

Lessee

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Lessor

As a lessor, the Company’s leases are classified as operating leases under ASC 842. Leases, in which the Company is the lessor, are substantially all accounted for as operating leases and the lease components and non-lease components are accounted for separately. Rental income from operating leases is recognized on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight line basis over the lease term.

Recently issued accounting pronouncements

In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on April 1, 2023. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

Accounting for Convertible Instruments: In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.

Results of Operations for the three months ended September 30, 2023 and 2022

The following tables summarize our results of operations for the three months ended September 30, 2023 and 2022. The table and the discussion below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.

Three Months Ended September 30, 2023 (In U.S. dollars, except for percentages) 2022 Changes in 2023 compared to 2022
Revenue $1,335,314 100.0% $2,144,019 100% $(808,705) (37.7)%
Cost of revenues (932,427) (69.8)% (1,578,858) (73.6)% 646,431 40.9%
Gross profit 402,887 30.2% 565,161 26.4% (162,274) (28.7)%
Operating expenses (707,819) (53.0)% (495,009) (23.1)% (212,810) (43.0)%
(Loss) Income from operations (304,932) (22.8)% 70,152 3.3% (375,084) 534.7%
Other income, net (581,900) (43.6)% 22,973 1.1% (604,873) (2633)%
Fair value gain 2,854,595 213.8% - - 2,854,595
Net finance cost (602,126) (45.1)% (447) (0.0)% (601,679) 27230.6%
Income tax expense (3,237) (0.2)% (9,461) (0.4)% 6,224 65.8%
Net (loss) income $1,362,400 102.0% $83,217 3.9% $1,279,183 1537.2%

Revenue

Total revenue for the three months ended September 30, 2023 decreased by approximately $0.8 million, or 37.7%, as compared with the three months ended September 30, 2022. The decrease was mainly due to the decrease of $0.9 million in property management and subleasing business and $0.1 million increase in garment manufacturing business.

Revenue generated from our garment manufacturing business contributed approximately $0.1 million or 6.8% of our total revenue for the three months ended September 30, 2023. Revenue generated from garment manufacturing business contributed approximately $0.4 million or 14.3% of our total revenue for the three months ended September 30, 2022, respectively. The low level of sales was mainly due to factory facilities renewal and repair, remaining factories cannot provide the same capacity as previously. We estimate the capacity will recover at the last quarter of the fiscal year ending 2024.

Revenue generated from our logistics services business contributed approximately $1.2 million or 88.8% of our total revenue for the three months ended September 30, 2023. Revenue generated from our logistic business contributed approximately $1.2 million or 57.0% of our total revenue for the three months ended September 30, 2022.

Revenue generated from our property management and subleasing business was $0.06 million or 4.3% of our total revenue for the three months ended September 30, 2023. The revenue from this business segment was $0.9 million or 42.9% of our total revenue of this business for the three months ended September 30, 2022.

Cost of revenue

Three months ended September 30, 2023 (In U.S. dollars, except for percentages) 2022 Increase (decrease) in 2023 compared to 2022
Net revenue for garment manufacturing $91,218 100.0% $861 100% $90,357 10494.4%
Raw materials 26,377 28.9% - -% 26,377 100.0%
Labor 46,404 50.9% 779 90.5% 45,625 5856.9%
Other and Overhead 2,670 2.9% 584 67.8% 2,086 357.2%
Total cost of revenue for garment manufacturing 75,451 82.7% 1,363 158.3% 74,088 5435.7%
Gross profit (loss) for garment manufacturing 15,767 17.3% (502) (58.3)% 16,269 3240.8%
Net revenue for logistics services 1,186,033 100.0% 1,221,658 100.0% (35,625) (2.9)%
Fuel, toll and other cost of logistics services 513,789 43.3% 665,401 54.4% (151,612) (22.8)%
Subcontracting fees 338,577 28.6% 196,105 16.1% 142,472 72.7%
Total cost of revenue for logistics services 852,366 71.9% 861,506 70.5% (9,140) (1.1)%
Gross Profit for logistics services 333,667 28.1% 360,152 29.5% (26,485) (7.4)%
Net revenue for property management and subleasing 58,063 100.0% 920,201 100.0% (862,138) (93.7)%
Total cost of revenue for property management and subleasing 4,610 7.9% 713,868 77.6% (709,258) (99.4)%
Gross Profit for property management and subleasing 53,453 92.1% 206,333 22.4% (152,880) (74.1)%
Net revenue for epidemic prevention supplies $- 0% $1,299 100.0% (1,299) (100.0)%
Other and Overhead - 0% 2,120 163.2% (2,120) (100.0)%
Total cost of revenue for epidemic prevention supplies - 0% 2,120 163.2% (2,120) (100.0)%
Gross (loss) income for epidemic prevention supplies - 0% (821) (63.2)% 821 100.0%
Total cost of revenue $932,427 69.8% $1,578,858 73.6% $(646,431) 57.7%
Gross profit $402,887 30.2% $565,161 26.4% $(162,274) (48.1)%

7

For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers.

Raw material costs for our garment manufacturing business was approximately 28.9% of our total garment manufacturing business revenue for the three months ended September 30, 2023, as compared with nil for the three months ended September 30, 2022.

Labor costs for our garment manufacturing business was approximately 50.9% of our total garment manufacturing business revenue for the three months ended September 30, 2023, as compared with 90.5% for the three months ended September 30, 2022.

Overhead and other expenses for our garment manufacturing business accounted for approximately 2.9% of our total garment business revenue for the three months ended September 30, 2023, as compared with 67.8% of total garment business revenue for the three months ended September 30, 2022.

For our logistic business, we outsource some of our business to our contractors. The Company relied on a few subcontractors, which the subcontracting fees to our largest contractor represented approximately 35.1% and 26.7% of total cost of revenues for our service segment for the three months ended September 30, 2023 and 2022, respectively. The increase was attributed to a decrease usage of our own logistics as compared to the subcontractors after the COVID-19 epidemic. We have not experienced any dispute with our subcontractors and we believe we maintain good relationships with our contract logistics services provider.

Fuel, toll and other costs for our service business for the three months ended September 30, 2023 was approximately $0.5 million as compared with $0.7 million for the three months ended September 30, 2022. Fuel, toll and other costs for our service business accounted for approximately 43.3% of our total service revenue for the three months ended September 30, 2023, as compared with 54.4% for the three months ended September 30, 2022. The decrease was primarily attributable to an increase of usage of subcontractors after the COVID-19 epidemic.

Subcontracting fees for our service business for the three months ended September 30, 2023 increased significantly by approximately 72.7% to $0.3 million from $0.2 million for the three months ended September 30, 2022. Subcontracting fees accounted for approximately 28.6% and 16.1% of our total service business revenue in the three months ended September 30, 2023 and 2022, respectively. The increase was primarily attributable to a decrease usage of our own logistics as compared to the subcontractors after the COVID-19 epidemic.

For property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing business. The Company disposed of DY in February 2023 and acquired HX in September 2023. Therefore, there was minor revenue from this segment in the quarter.

Gross profit

Garment manufacturing business gross profit for the three months ended September 30, 2023 was approximately $15.8 thousand, as compared with a loss of approximately $0.5 thousand for the three months ended September 30, 2022. Gross profit accounted for approximately 17.3% of our total garment manufacturing business revenue for the three months ended September 30, 2023.

Gross profit in our logistics services business for the three months ended September 30, 2023 was approximately $333,700 and gross margin was 28.1%. Gross profit in our logistics services business for the three months ended September 30, 2022 was approximately $360,200 and gross margin was 29.5%. The decrease of gross profit ratio was mainly because.

Gross profit in our property management and subleasing business for the three months ended September 30, 2023 was approximately $53,500 . It was approximately $206,300 , or 22.4% margin for the three months ended September 30, 2022.

Three months ended September 30, 2023 (In U.S. dollars, except for percentages) 2022 Increase (decrease) in 2023 compared to 2022
Gross profit $402,887 100% $565,161 100% (162,274) (28.7)%
Operating expenses:
Selling expenses (37,212) (9.2)% (30,002) (5.3)% (7,210) (24.0)%
General and administrative expenses (670,607) (166.5)% (465,007) (82.3)% (205,600) (44.2)%
Total $(707,819) (175.7)% $(495,009) (87.6)% (212,810) (43.0)%
(Loss) Income from operations $(304,932) (75.7)% $70,152 12.4% (375,084) (534.7)%

Selling, General and administrative expenses

Our selling expenses were mainly incurred for our property management and subleasing business. It was $37,200 and approximately $30,000 for the three months ended September 30, 2023 and 2022, respectively. Selling expenses consisted primarily of advertisement, local transportation, unloading charges and product inspection charges.

Our general and administrative expenses in our garment manufacturing business segment for the three months ended September 30, 2023 and 2022 was approximately $34,400 and $27,700, respectively. Our general and administrative expenses in our logistics services segment for the three months ended September 30, 2023 and 2022 was approximately $160,700 and $207,800, respectively. The general and administrative expenses in our property management and subleasing business was approximately nil and $86,700 for the three months ended September 30, 2023 and 2022, respectively. Our general and administrative expenses in our corporate office for the three months ended September 30, 2023 and 2022 was approximately $475,600 and $142,800, respectively. General and administrative expenses consisted primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues .

Total general and administrative expenses for the three months ended September 30, 2023 increased by approximately 44.2% to $670,600 from $465,000 for the three months ended September 30, 2022.

(Loss) Income from operations

Loss from operations for the three months ended September 30, 2023 was approximately $304,900, while income from operations for the three months ended September 30, 2022 was $70,200. Loss from operations of approximately $19,000 and $28,100 for the three months ended September 30, 2023 and 2022, respectively. Income from operations of approximately $172,300 thousand and $152,400 thousand was attributed from our logistics services segment for the three months ended September 30, 2023 and 2022, respectively. Loss from operations of approximately $13,400 and income from operations of $89,600 for the three months ended September 30, 2023 and 2022 was attributed from our property management and subleasing business, respectively. We incurred expenses from operations in corporate office of approximately $444,900 and $143,800 for the three months ended September 30, 2023 and 2022, respectively. The increase of expenses from our corporate office was mainly due to increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements.

Income Tax Expenses

Income tax expense for the three months ended September 30, 2023 and 2022 was approximately $3,200 and $9,500, respectively. The Company operates in the PRC and files tax returns in the PRC jurisdictions.

Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, is not subject to income taxes.

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the three months ended September 30, 2023 and 2022.

QYTG and YX were incorporated in the PRC and are subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the three months ended September 30, 2023 and 2022.

The Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from 5% to 15% in 2023. The preferential tax rates will be expired at end of year 2023.

The Company’s parent entity, Addentax Group Corp. is a U.S. entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the three months ended September 30, 2023 and 2022.

Net Income (Loss)

We incurred net income of approximately $1.4 million for the three months ended September 30, 2023 and a net income of approximately $0.08 million for the three months ended September 30, 2022. Our basic and diluted earnings per share were $0.37 and $0.00 for the three months ended September 30, 2023 and 2022, respectively.

Results of Operations for the six months ended September 30, 2023 and 2022

The following tables summarize our results of operations for the six months ended September 30, 2023 and 2022. The table and the discussion below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.

Six Months Ended September 30, 2023 (In U.S. dollars, except for percentages) 2022 Changes in 2023 compared to 2022
Revenue $2,387,820 100%% $4,530,403 100.0% $(2,142,583) (47.3)%
Cost of revenues (1,748,024) (73.2)% (3,508,558) (77.4)% 1,760534 50.2%
Gross profit 639,796 26.8% 1,021,845 22.6% (382,049) (37.4)%
Operating expenses (1,205,677) (50.5)% (905,591) (20.0)% (300,086 (33.1)%
(Loss) Income from operations (565,881) (23.7)% 116,254 2.6% (682,135) (586.8)%
Other income, net (469,414) (19.7)% 74,056 1.6% (543,470) (733.9)%
Fair value gain 1,566,592 71.5% - - 1,566,592 -
Net finance cost (1,893,117) (79.3)% 333 (0.0)% (1,893,450) 40505.4%
Income tax expense (4,501) (0.2)% (10,755) (0.2)% 6,254 58.1%
Net (loss) income $(1,366,321) (51.4)% $179,888 4.0% $(1,546,209) (859.5)%

Revenue

Total revenue for the six months ended September 30, 2023 decreased by approximately $2.1 million, or 47.3%, as compared with the six months ended September 30, 2022. The decrease was mainly due to the increase of $0.1 million in garment manufacturing business, the decrease of $0.4 million in logistics services and $1.8 million in property management and subleasing business.

Revenue generated from our garment manufacturing business contributed approximately $0.1 million or 6.1% of our total revenue for the six months ended September 30, 2023. Revenue generated from garment manufacturing business contributed approximately $0.04 million or 0.9% of our total revenue for the six months ended September 30, 2022, respectively. The low level of sales was mainly due to factory facilities renewal and repair, remaining factories cannot provide the same capacity as previously. We estimate the capacity will appear to recover at last quarter of for the fiscal year ending 2024.

Revenue generated from our logistics services business contributed approximately $2.2 million or 91.5% of our total revenue for the six months ended September 30, 2023. Revenue generated from our logistic business contributed approximately $2.6 million or 57.7% of our total revenue for the six months ended September 30, 2022.

Revenue generated from our property management and subleasing business was $0.06 million for the six months ended September 30, 2023. The revenue from this business segment was $1.9 million or 41.4% of our total revenue of this business for the six months ended September 30, 2022.

Cost of revenue

Six months ended September 30, 2023 (In U.S. dollars, except for percentages) 2022 Increase (decrease) in 2023 compared to 2022
Net revenue for garment manufacturing $145,091 100.0% $41,287 100.0% $103,804 251.4%
Raw materials 25,950 17.9% 27,551 66.7% (1,601) (5.8)%
Labor 93,140 64.2% 9,268 22.4% 83,872 905.0%
Other and Overhead 2,681 1.8% 1,619 3.9% 1,062 65.6%
Total cost of revenue for garment manufacturing 121,771 83.9% 38,438 93.1% 83,333 216.8%
Gross profit for garment manufacturing 23,320 16.1% 2,849 6.9% 20,471 718.5%
Net revenue for logistics services 2,184,666 100.0% 2,612,540 100.0% (427,874) (16.4)%
Fuel, toll and other cost of logistics services 1,001,219 45.8% 1,267,986 48.5% (266,767) (21.0)%
Subcontracting fees 620,424 28.4% 637,301 24.4% (16,877) (2.6)%
Total cost of revenue for logistics services 1,621,643 74.2% 1,905,287 72.9% (283,644) (14.9)%
Gross Profit for logistics services 563,023 25.8% 707,253 27.1% (144,230) (20.4)%
Net revenue for property management and subleasing 58,063 100.0% 1,875,036 100.0% (1,816,973) (96.9)%
Total cost of revenue for property management and subleasing 4,610 7.9% 1,562,318 83.3% (1,557,708) (99.7)%
Gross Profit for property management and subleasing 53,453 92.1% 312,718 16.7% (259,265) (82.9)%
Net revenue for epidemic prevention supplies $- - $1,540 100.0% (1,540) (100.0)%
Other and Overhead - - 2,514 163.2% (2,514) (100.0)%
Total cost of revenue for epidemic prevention supplies - - 2,514 163.2% (2,514) (100.0)%
Gross (loss) income for epidemic prevention supplies - - (974) (63.2)% 974 100.0%
Total cost of revenue $1,748,024 73.2% $3,508,558 77.6% $1,760,534 50.2%
Gross profit $639,796 26.8% $1,021,845 22.4% $(382,049) (37.4)%

12

For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers.

Raw material costs for our garment manufacturing business was approximately 17.9% of our total garment manufacturing business revenue for the six months ended September 30, 2023, as compared with 66.7% for the six months ended September 30, 2022. The decrease in percentages was mainly due to.

Labor costs for our garment manufacturing business was approximately 64.2% of our total garment manufacturing business revenue for the six months ended September 30, 2023, as compared with 22.4% for the six months ended September 30, 2022. The increase was mainly due to.

Overhead and other expenses for our garment manufacturing business accounted for approximately 1.8% of our total garment business revenue for the six months ended September 30, 2023, as compared with 3.9% of total garment business revenue for the six months ended September 30, 2022.

For our logistic business, we outsource some of our business to our contractors. The Company relied on a few subcontractors, which the subcontracting fees to our largest contractor represented approximately 36.1% and 24.4% of total cost of revenues for our service segment for the six months ended September 30, 2023 and 2022, respectively. The increase was attributed to a decrease usage of our own logistics as compared to the subcontractors after the COVID-19 epidemic. We have not experienced any disputes with our subcontractors and we believe we maintain good relationships with our contract logistics services provider.

Fuel, toll and other costs for our service business for the six months ended September 30, 2023 was approximately $1.0 million as compared with $1.3 million for the six months ended September 30, 2022. Fuel, toll and other costs for our service business accounted for approximately 45.8% of our total service revenue for the six months ended September 30, 2023, as compared with 48.5% for the six months ended September 30, 2022. The decrease was primarily attributable to an increase of usage of subcontractors after the COVID-19 epidemic.

Subcontracting fees for our service business for the six months ended September 30, 2023 decreased approximately 2.6% to $0.62 million from $0.64 million for the six months ended September 30, 2022. Subcontracting fees accounted for 28.4% and 24.4% of our total service business revenue in the six months ended September 30, 2023 and 2022, respectively. The increase was primarily attributable a decrease usage of our own logistics as compared to the subcontractors after the COVID-19 epidemic.

For property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing business. The Company disposed of DY in February 2023 and acquired HX in September 2023. Therefore, there was no revenue from this segment in the quarter.

Gross profit

Garment manufacturing business gross profit for the six months ended September 30, 2023 was approximately $23,300, as compared with approximately $2,800 for the six months ended September 30, 2022. Gross profit accounted for 16.1% of our total garment manufacturing business revenue for the six months ended September 30, 2023, as compared to 6.9% for the six months ended September 30, 2022.

Gross profit in our logistics services business for the six months ended September 30, 2023 was approximately $563,000 and gross margin was 25.8%. Gross profit in our logistics services business for the six months ended September 30, 2022 was approximately $707,300 and gross margin was 27.1%. The decrease of gross profit ratio was mainly because.

Gross profit in our property management and subleasing business for the six months ended September 30, 2023 was $53,500. It was approximately $312,700, or 16.7% for the six months ended September 30, 2022.

Six months ended September 30, 2023 (In U.S. dollars, except for percentages) 2022 Increase (decrease) in 2023 compared to 2022
Gross profit $639,796 100.0% $1,021,845 100.0% (382,049) (37.4)%
Operating expenses:
Selling expenses (37,212) (1.6)% (35,644) (3.5)% (1,568) (4.4)%
General and administrative expenses (1,168,465) (48.9)% (869,947) (85.7)% (298,518) (34.3)%
Total $(1,205,677) (50.5)% $(905,591) (89.2)% (300,086) (33.1)%
(Loss) Income from operations $(565,881) (23.7)% $116,254 10.8% (682,135) (586.8)%

Selling, General and administrative expenses

Our selling expenses were mainly incurred for our property management and subleasing business. It was $37,200 and approximately $35,600 for the six months ended September 30, 2023 and 2022, respectively. Selling expenses consisted primarily of advertisement, local transportation, unloading charges and product inspection charges.

Our general and administrative expenses in our garment manufacturing business segment for the six months ended September 30, 2023 and 2022 was approximately $64,100 and $59,600, respectively. Our general and administrative expenses in our logistics services segment for the six months ended September 30, 2023 and 2022 was approximately $388,100 and $434,800, respectively. The general and administrative expenses in our property management and subleasing business was approximately nil and $153,400 for the six months ended September 30, 2023 and 2022, respectively. Our general and administrative expenses in our corporate office for the six months ended September 30, 2023 and 2022 was approximately $716,300 and $222,200, respectively. General and administrative expenses consisted primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

Total general and administrative expenses for the six months ended September 30, 2023 increased by approximately 34.3% to $1.2 million from $0.9 million for the six months ended September 30, 2022.

(Loss) Income from operations

Loss from operations for the six months ended September 30, 2023 was approximately $565,900, while income from operations for the six months ended September 30, 2022 was $116,300. Loss from operations of approximately $41,100 and $56,700 for the six months ended September 30, 2023 and 2022 was attributed from our garment manufacturing segment, respectively. Income from operations of approximately $174,200 and $272,400 was attributed from our logistics services segment for the six months ended September 30, 2023 and 2022, respectively. Loss from operations of approximately $13,400 and income of $123,700 for the six months ended September 30, 2023 and 2022 was attributed from our property management and subleasing business, respectively. We incurred expenses from operations in corporate office of approximately $685,600 and $223,100 for the six months ended September 30, 2023 and 2022, respectively. The increase of expenses from our corporate office was mainly due to increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements.

Income Tax Expenses

Income tax expense for the six months ended September 30, 2023 and 2022 was approximately $4,500 and $10,800, respectively. The Company operates in the PRC and files tax returns in the PRC jurisdictions.

Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, is not subject to income taxes.

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive tax rate of 16.5%. No provision for income taxes in Hong Kong has been made as Yingxi HK had no taxable income for the six months ended September 30, 2023 and 2022.

QYTG and YX were incorporated in the PRC and are subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the six months ended September 30, 2023 and 2022.

The Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from 5% to 15% in 2023. The preferential tax rates will be expired at end of year 2023.

The Company’s parent entity, Addentax Group Corp. is a U.S. entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as Addentax Group Corp. had no United States taxable income for the six months ended September 30, 2023 and 2022.

Net Income (Loss)

We incurred net loss of approximately $1.4 million for the six months ended September 30, 2023 and a net income of approximately $0.2 million for the six months ended September 30, 2022. Our basic and diluted earnings per share were ($0.37) and $0.00 for the six months ended September 30, 2023 and 2022, respectively.

Summary of cash flows

Summary cash flows information for the six months ended September 30, 2023 and 2022 is as follow:

Six months ended September 30, 2023 (In U.S. dollars) 2022
Net cash used in operating activities $(1,579,486) $(1,526,530)
Net cash used in investing activities $(5,274) $(17,500,000)
Net cash provided by financing activities $2,698,435 $19,649,438

Net cash used in operating activities in the six months ended September 30, 2023 was nearly the same as that of the three months ended September 30, 2022.

Net cash used in investing activities in the six months ended September 30, 2023 was for purchase of property and equipment. Net cash used in investing activities in the six months ended September 30, 2022 was for investment in debt securities.

Net cash provided by financing activities for the six months ended September 30, 2023 included $3.9 million released from restricted cash and net repayment of $1.1 million to related parties. Net cash provided by financing activities for the six months ended September 30, 2022 included $20.2 million proceeds from its public offering and $0.6 million net repayment to related parties.

Financial Condition, Liquidity and Capital Resources

As of September 30, 2023, we had cash on hand of approximately $1.7 million, total current assets of approximately $30.2 million and current liabilities of approximately $4.9 million. We presently finance our operations from revenue, fund raising from our initial public offering proceeds and capital contributions from our chief executive officer, Mr. Hong Zhida (the “CEO”).

In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the CEO has indicated the intent and ability to provide additional equity financing.

Foreign Currency Translation Risk

Our operations are located in China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”). All of our sales are in RMB. In last year, RMB depreciated against the U.S. dollar. As of September 30, 2023, the market foreign exchange rate was RMB 7.28 to one U.S. dollar. Our financial statements are translated into U.S. dollars using the closing rate method. The balance sheet items are translated into U.S. dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement of equity. The foreign currency translation gain (loss) for the six months ended September 30, 2023 and 2022 was approximately $0.09 million and $0.2 million respectively.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of September 30, 2023 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Controls and procedures

As filed, 1,536 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2023. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’s internal control over financial reporting period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Risk factors

As filed, 153 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2023-09-30. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Revenue3 months2023-07-01 to 2023-09-30$1.3mus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Revenue6 months2023-04-01 to 2023-09-30$2.4mus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Cost of revenue3 months2023-07-01 to 2023-09-30$932.4kus-gaap:CostOfRevenue
Cost of revenue6 months2023-04-01 to 2023-09-30$1.7mus-gaap:CostOfRevenue
Gross profit3 months2023-07-01 to 2023-09-30$402.9kus-gaap:GrossProfit
Gross profit6 months2023-04-01 to 2023-09-30$639.8kus-gaap:GrossProfit
Operating income3 months2023-07-01 to 2023-09-30−$304.9kus-gaap:OperatingIncomeLoss
Operating income6 months2023-04-01 to 2023-09-30−$565.9kus-gaap:OperatingIncomeLoss
Interest expense3 months2023-07-01 to 2023-09-30$603.8kus-gaap:InterestExpense
Interest expense6 months2023-04-01 to 2023-09-30$1.9mus-gaap:InterestExpense
Income tax3 months2023-07-01 to 2023-09-30$3.2kus-gaap:IncomeTaxExpenseBenefit
Income tax6 months2023-04-01 to 2023-09-30$4.5kus-gaap:IncomeTaxExpenseBenefit
Net income3 months2023-07-01 to 2023-09-30$1.4mus-gaap:NetIncomeLoss
Net income6 months2023-04-01 to 2023-09-30−$1.4mus-gaap:NetIncomeLoss
Diluted EPS3 months2023-07-01 to 2023-09-30$0.37us-gaap:EarningsPerShareDiluted
Diluted EPS6 months2023-04-01 to 2023-09-30−$0.37us-gaap:EarningsPerShareDiluted
Basic EPS3 months2023-07-01 to 2023-09-30$0.37us-gaap:EarningsPerShareBasic
Basic EPS6 months2023-04-01 to 2023-09-30−$0.37us-gaap:EarningsPerShareBasic
Diluted shares (weighted)3 months2023-07-01 to 2023-09-303,656,442 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Diluted shares (weighted)6 months2023-04-01 to 2023-09-303,656,442 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow6 months2023-04-01 to 2023-09-30−$1.6mus-gaap:NetCashProvidedByUsedInOperatingActivities
Capital expenditure6 months2023-04-01 to 2023-09-30$5.3kus-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Cash and equivalentsAt period end2023-09-30$1.7mus-gaap:CashAndCashEquivalentsAtCarryingValue
Current assetsAt period end2023-09-30$30.2mus-gaap:AssetsCurrent
Total assetsAt period end2023-09-30$53.3mus-gaap:Assets
Current liabilitiesAt period end2023-09-30$4.9mus-gaap:LiabilitiesCurrent
Total liabilitiesAt period end2023-09-30$26.4mus-gaap:Liabilities
Short-term borrowingsAt period end2023-09-30$129.8kus-gaap:ShortTermBorrowings
Shareholders' equityAt period end2023-09-30$26.8mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001493152-23-040747. Last ingested by Listed: Nov 4, 2026, 06:33 ET. Listed shows no prices and gives no investment advice.