UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended September 30, | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 011-36259
NOVA LIFESTYLE, INC.
(Exact name of registrant as specified in its charter)
Nevada | 90-0746568 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
6565 E. Washington | 90040 | |
| (Address of principal executive offices) | (Zip Code) |
(323)888-9999 |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | NVFY | Nasdaq Stock Market |
Indicate by checkmark 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 last 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 (§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, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ☐NO☒
Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of common stock, as of the latest practicable date: 27,383,648 shares of common stock outstanding as of November 9, 2017.12, 2021.
Nova LifeStyle, Inc.
| Page | ||
| PART I. FINANCIAL INFORMATION | ||
| Item 1. | 1 | |
| 1 | ||
| 3 | ||
| 4 | ||
| Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, | ||
| Item 2. | ||
| Item 3. | ||
| Item 4. | ||
| PART II. OTHER INFORMATION | ||
| Item 1. | ||
| 37 | ||
| Item 6. | Exhibits | 38 |
| Signatures | 39 | |
PART I. FINANCIAL INFORMATION
NOVA LIFESTYLE, INC. AND SUBSIDIARIES
AS OF SEPTEMBER 30, 2017 (UNAUDITED)2021 AND DECEMBER 31, 2016
| September 30, | December 31, | |||||||
| 2017 | 2016 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 802,037 | $ | 2,587,743 | ||||
| Accounts receivable, net | 36,938,819 | 42,102,761 | ||||||
| Advance to suppliers | 21,951,040 | 13,669,752 | ||||||
| Inventories | 6,720,649 | 2,781,123 | ||||||
| Assignment fee receivable (Note 3) | -- | 1,250,000 | ||||||
| Receivable from an unrelated party (Note 7) | -- | 7,000,000 | ||||||
| Prepaid expenses and other receivables | 315,833 | 642,891 | ||||||
| Taxes receivable | 14,094 | 14,893 | ||||||
| Total Current Assets | 66,742,472 | 70,049,163 | ||||||
| Noncurrent Assets | ||||||||
| Plant, property and equipment, net | 158,412 | 171,276 | ||||||
| Lease deposit | 43,260 | 43,260 | ||||||
| Goodwill | 218,606 | 218,606 | ||||||
| Intangible assets, net | 4,573,612 | 5,686,623 | ||||||
| Deferred tax asset | 1,498,631 | 874,759 | ||||||
| Total Noncurrent Assets | 6,492,521 | 6,994,524 | ||||||
| Total Assets | $ | 73,234,993 | $ | 77,043,687 | ||||
| September 30, 2021 | December 31, 2020 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 7,878,876 | $ | 8,744,784 | ||||
| Accounts receivable, net | 185,397 | 514,939 | ||||||
| Advance to suppliers | 325,454 | 381,894 | ||||||
| Inventories | 27,779,269 | 32,814,520 | ||||||
| Prepaid expenses | 538,293 | 217,591 | ||||||
| Other receivables | 181,796 | 132,155 | ||||||
| Tax receivable | 475,359 | 489,020 | ||||||
| Total Current Assets | 37,364,444 | 43,294,903 | ||||||
| Noncurrent Assets | ||||||||
| Plant, property and equipment, net | 532,837 | 453,518 | ||||||
| Operating lease right-of-use assets, net | 1,930,955 | 2,319,742 | ||||||
| Lease deposit | 72,566 | 73,801 | ||||||
| Goodwill | 218,606 | 218,606 | ||||||
| Deferred tax asset | - | 117,952 | ||||||
| Total Noncurrent Assets | 2,754,964 | 3,183,619 | ||||||
| Total Assets | $ | 40,119,408 | $ | 46,478,522 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 1 |
NOVA LIFESTYLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2017 (UNAUDITED)2021 AND DECEMBER 31, 2016
| September 30, | December 31, | |||||||
| 2017 | 2016 | |||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 162,147 | $ | 2,368,775 | ||||
| Line of credit | - | 7,977,841 | ||||||
| Advance from customers | 19,298 | 513,880 | ||||||
| Accrued liabilities and other payables | 726,501 | 780,960 | ||||||
| Total Current Liabilities | 907,946 | 11,641,456 | ||||||
| Noncurrent Liabilities | ||||||||
| Line of credit | 3,322,040 | - | ||||||
| Income tax payable | 2,009,825 | 2,136,788 | ||||||
| Total Noncurrent Liabilities | 5,331,865 | 2,136,788 | ||||||
| Total Liabilities | 6,239,811 | 13,778,244 | ||||||
| Contingencies and Commitments | ||||||||
| Stockholders’ Equity | ||||||||
Common stock, $0.001 par value; 75,000,000 shares authorized, 27,909,843 and 27,309,695 shares issued and outstanding; | 27,910 | 27,309 | ||||||
| Additional paid-in capital | 38,309,891 | 36,885,462 | ||||||
| Statutory reserves | 6,241 | 6,241 | ||||||
| Retained earnings | 28,651,140 | 26,346,431 | ||||||
| Total Stockholders’ Equity | 66,995,182 | 63,265,443 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 73,234,993 | $ | 77,043,687 | ||||
| September 30, 2021 | December 31, 2020 | |||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 716,515 | $ | 743,785 | ||||
| Operating lease liability, current | 737,764 | 688,082 | ||||||
| Advance from customers | 398,541 | 266,243 | ||||||
| Accrued liabilities and other payables | 491,188 | 322,994 | ||||||
| Other loan interest payable | 4,435 | 4,179 | ||||||
| Total Current Liabilities | 2,348,443 | 2,025,283 | ||||||
| Noncurrent Liabilities | ||||||||
| Other Loan | 150,000 | 150,000 | ||||||
| Operating lease liability, non-current | 1,338,781 | 1,746,070 | ||||||
| Income tax payable | 1,544,560 | 1,628,694 | ||||||
| Total Noncurrent Liabilities | 3,033,341 | 3,524,764 | ||||||
| Total Liabilities | 5,381,784 | 5,550,047 | ||||||
| Contingencies and Commitments | - | - | ||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value; shares authorized, and shares issued and outstanding; as of September 30, 2021 and December 31, 2020, respectively | 6,730 | 5,596 | ||||||
| Additional paid-in capital | 42,565,427 | 39,766,978 | ||||||
| Statutory reserves | - | 6,241 | ||||||
| Accumulated other comprehensive income | 313,552 | 798,290 | ||||||
| (Accumulated deficits) Retained earnings | (8,148,085 | ) | 351,370 | |||||
| Total Stockholders’ Equity | 34,737,624 | 40,928,475 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 40,119,408 | $ | 46,478,522 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 2 |
NOVA LIFESTYLE, INC. AND SUBSIDIARIES
FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 20172021 AND 20162020 (UNAUDITED)
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Net Sales | $ | 70,813,414 | $ | 72,748,972 | $ | 33,222,625 | $ | 30,538,918 | ||||||||
| Cost of Sales | 58,741,122 | 62,091,435 | 27,323,972 | 25,935,832 | ||||||||||||
| Gross Profit | 12,072,292 | 10,657,537 | 5,898,653 | 4,603,086 | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Selling expenses | 2,690,342 | 4,358,206 | 1,003,906 | 2,050,201 | ||||||||||||
| General and administrative expenses | 7,608,323 | 4,756,118 | 2,124,614 | 1,491,684 | ||||||||||||
| Total Operating Expenses | 10,298,665 | 9,114,324 | 3,128,520 | 3,541,885 | ||||||||||||
| Income From Operations | 1,773,627 | 1,543,213 | 2,770,133 | 1,061,201 | ||||||||||||
| Other Income (Expenses) | ||||||||||||||||
| Non-operating income (expense, net) | 797 | 40,994 | -- | 16,623 | ||||||||||||
| Foreign exchange transaction loss | (324 | ) | (5,578 | ) | (94 | ) | (3,281 | ) | ||||||||
| Interest expense, net | (133,093 | ) | (241,202 | ) | (40,932 | ) | (96,535 | ) | ||||||||
| Financial expense | (86,335 | ) | (88,098 | ) | (34,508 | ) | (33,733 | ) | ||||||||
| Total Other Expenses, Net | (218,955 | ) | (293,884 | ) | (75,534 | ) | (116,926 | ) | ||||||||
| Income Before Income Taxes and Discontinued Operations | 1,554,672 | 1,249,329 | 2,694,599 | 944,275 | ||||||||||||
| Income Tax (Benefit) Expense | (750,037 | ) | 60,063 | (262,034 | ) | (100,656 | ) | |||||||||
| Income From Continuing Operations | 2,304,709 | 1,189,266 | 2,956,633 | 1,044,931 | ||||||||||||
| Loss From Discontinued Operations, net of tax | -- | (1,476,572 | ) | -- | (743,594 | ) | ||||||||||
| Net Income (Loss) | 2,304,709 | (287,306 | ) | 2,956,633 | 301,337 | |||||||||||
| Other Comprehensive Loss | ||||||||||||||||
| Foreign currency translation | -- | (420,752 | ) | -- | (98,638 | ) | ||||||||||
| Comprehensive Income (Loss) | $ | 2,304,709 | $ | (708,058 | ) | $ | 2,956,633 | $ | 202,699 | |||||||
| Basic weighted average shares outstanding | 27,570,425 | 24,937,069 | 27,846,921 | 25,558,604 | ||||||||||||
| Diluted weighted average shares outstanding | 27,704,406 | 24,937,069 | 27,980,629 | 25,558,604 | ||||||||||||
| Income from continuing operations per share of common stock | ||||||||||||||||
| Basic | $ | 0.08 | $ | 0.05 | $ | 0.11 | $ | 0.04 | ||||||||
| Diluted | $ | 0.08 | $ | 0.05 | $ | 0.11 | $ | 0.04 | ||||||||
| Loss from discontinued operations per share of common stock | ||||||||||||||||
| Basic | $ | -- | $ | (0.06 | ) | $ | -- | $ | (0.03 | ) | ||||||
| Diluted | $ | -- | $ | (0.06 | ) | $ | -- | $ | (0.03 | ) | ||||||
| Net income (loss) per share of common stock | ||||||||||||||||
| Basic | $ | 0.08 | $ | (0.01 | ) | $ | 0.11 | $ | 0.01 | |||||||
| Diluted | $ | 0.08 | $ | (0.01 | ) | $ | 0.11 | $ | 0.01 | |||||||
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Net Sales | $ | 9,798,154 | $ | 7,813,819 | $ | 2,916,571 | $ | 3,315,673 | ||||||||
| Cost of Sales | 11,025,436 | 12,753,072 | 1,517,032 | 9,905,852 | ||||||||||||
| Gross (Loss) Profit | (1,227,282 | ) | (4,939,253 | ) | 1,399,539 | (6,590,179 | ) | |||||||||
| Operating Expenses | ||||||||||||||||
| Selling expenses | 2,970,745 | 1,100,679 | 1,323,903 | 523,364 | ||||||||||||
| General and administrative expenses | 3,993,521 | 3,562,432 | 1,222,478 | 1,129,413 | ||||||||||||
| Total Operating Expenses | 6,964,266 | 4,663,111 | 2,546,381 | 1,652,777 | ||||||||||||
| Loss From Operations | (8,191,548 | ) | (9,602,364 | ) | (1,146,842 | ) | (8,242,956 | ) | ||||||||
| Other Income (Expenses) | ||||||||||||||||
| Non-operating income, net | - | 38,025 | - | - | ||||||||||||
| Foreign exchange transaction (loss) income | 32,657 | (142,143 | ) | (1,771 | ) | (607 | ) | |||||||||
| Interest (expense) income, net | (5,844 | ) | 21,618 | (31,755 | ) | (644 | ) | |||||||||
| Financial expense | (160,368 | ) | (113,477 | ) | (48,732 | ) | (51,064 | ) | ||||||||
| Total Other Expenses, Net | (133,555 | ) | (195,977 | ) | (82,258 | ) | (52,315 | ) | ||||||||
| Loss Before Income Taxes and Discontinued operations | (8,325,103 | ) | (9,798,341 | ) | (1,229,100 | ) | (8,295,271 | ) | ||||||||
| Income Tax (Expense) Benefit | (180,593 | ) | 93,116 | (167,532 | ) | 118,261 | ||||||||||
| Loss From Continuing Operations | (8,505,696 | ) | (9,705,225 | ) | (1,396,632 | ) | (8,177,010 | ) | ||||||||
| Loss From Discontinued Operations | - | (326,531 | ) | - | - | |||||||||||
| Net Loss | (8,505,696 | ) | (10,031,756 | ) | (1,396,632 | ) | (8,177,010 | ) | ||||||||
| Other Comprehensive (Loss) Income | ||||||||||||||||
| Foreign currency translation | (484,738 | ) | 417,774 | (91,974 | ) | 223,881 | ||||||||||
| Net Loss and Comprehensive Loss | (8,990,434 | ) | (9,613,982 | ) | (1,488,606 | ) | (7,953,129 | ) | ||||||||
| Weighted average shares outstanding– Basic and Diluted | 5,870,632 | 5,579,088 | 6,399,158 | 5,585,734 | ||||||||||||
| Loss from continuing operations per share of common stock | ||||||||||||||||
| Basic and Diluted | $ | (1.45 | ) | $ | (1.74 | ) | $ | (0.22 | ) | $ | (1.46 | ) | ||||
| Loss from discontinued operations per share of common stock | ||||||||||||||||
| Basic and Diluted | $ | - | $ | (0.06 | ) | $ | - | $ | - | |||||||
| Net loss per share of common stock | ||||||||||||||||
| Basic and Diluted | $ | (1.45 | ) | $ | (1.80 | ) | $ | (0.22 | ) | $ | (1.46 | ) | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
NOVA LIFESTYLE, INC. AND SUBSIDIARIES
FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 20172021 AND 20162020 (UNAUDITED)
| Nine Months Ended September 30, | ||||||||
| 2017 | 2016 | |||||||
| (Unaudited) | ||||||||
| Cash Flows From Operating Activities | ||||||||
| Net income from continuing operations | $ | 2,304,709 | $ | 1,189,266 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 1,143,319 | 462,194 | ||||||
| Deferred tax benefit | (623,872 | ) | -- | |||||
| Stock compensation expense | 1,773,537 | 1,216,765 | ||||||
| Changes in bad debt allowance | 203,905 | 33,818 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 4,960,037 | (558,573 | ) | |||||
| Advance to suppliers | (8,281,288 | ) | (3,613,765 | ) | ||||
| Inventories | (3,939,526 | ) | 241,611 | |||||
| Other current assets | (21,452 | ) | (711,727 | ) | ||||
| Accounts payable | (2,206,628 | ) | 129,278 | |||||
| Advance from customers | (494,582 | ) | 584,968 | |||||
| Accrued liabilities and other payables | (54,458 | ) | (325,799 | ) | ||||
| Taxes payable | (126,163 | ) | 52,864 | |||||
| Net Cash Used in Continuing Operations | (5,362,462 | ) | (1,299,100 | ) | ||||
| Net Cash Used in Discontinued Operations | -- | (166,148 | ) | |||||
| Net Cash Used in Operating Activities | (5,362,462 | ) | (1,465,248 | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Assignment fee received | 1,250,000 | -- | ||||||
| Purchase of property and equipment | (17,443 | ) | (7,272 | ) | ||||
| Cash received from Buyer | -- | 5,500,000 | ||||||
| Advances to unrelated parties | (8,835,000 | ) | ||||||
| Repayment from unrelated parties | 15,835,000 | -- | ||||||
| Net Cash Provided by Continuing Operations | 8,232,557 | 5,492,728 | ||||||
| Net Cash Used in Discontinued Operations | -- | (218,170 | ) | |||||
| Net Cash Provided by Investing Activities | 8,232,557 | 5,274,558 | ||||||
| Cash Flows From Financing Activities | ||||||||
| Proceeds from line of credit and bank loan | 36,881,842 | 29,828,074 | ||||||
| Repayment to line of credit and bank loan | (41,537,643 | ) | (29,301,699 | ) | ||||
| Proceeds from warrants exercised | -- | 203,250 | ||||||
| Net Cash (Used in) Provided by Continuing Operations | (4,655,801 | ) | 729,625 | |||||
| Net Cash Provided by Discontinued Operations | - | 319,762 | ||||||
| Net Cash (Used in) Provided by Financing Activities | (4,655,801 | ) | 1,049,387 | |||||
Three Months Ended September 30, 2017 AND 2016 (UNAUDITED)
| Nine Months Ended September 30, | ||||||||
| 2017 | 2016 | |||||||
| Effect of Exchange Rate Changes on Cash and Cash Equivalents | -- | (3,128 | ) | |||||
| Net (decrease) increase in cash and cash equivalents | (1,785,706 | ) | 4,855,569 | |||||
| Cash and cash equivalents, beginning of period | 2,587,743 | 988,029 | ||||||
| Cash and cash equivalents, end of period | $ | 802,037 | $ | 5,843,598 | ||||
| Analysis of cash and cash equivalents | ||||||||
| Included in cash and cash equivalents per consolidated balance sheets | $ | 802,037 | $ | 5,718,601 | ||||
| Included in assets of discontinued operations | - | 124,997 | ||||||
| Cash and cash equivalents, end of period | $ | 802,037 | $ | 5,843,598 | ||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Continuing operations: | ||||||||
| Cash paid during the period for: | ||||||||
| Income tax payments | $ | -- | $ | 7,200 | ||||
| Interest expense | $ | 159,686 | $ | 371,036 | ||||
| Discontinued operations: | ||||||||
| Cash paid during the period for: | ||||||||
| Income tax payments | $ | -- | $ | -- | ||||
| Interest expense | $ | -- | $ | -- | ||||
| Accumulated | ||||||||||||||||||||||||||||
| Common stock | Additional Paid | Other Comprehensive | Statutory | Accumulated | Total Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | in Capital | Income | Reserve | Deficits | Equity | ||||||||||||||||||||||
| Balance at beginning of period | 5,609,234 | $ | 5,609 | $ | 39,792,705 | $ | 405,526 | $ | - | $ | (6,751,453 | ) | $ | 33,452,387 | ||||||||||||||
| Stock issued to employees | 1,500 | 2 | 2,968 | - | - | - | 2,970 | |||||||||||||||||||||
| Stock issued to consultants | 5,000 | 5 | 9,895 | - | - | - | 9,900 | |||||||||||||||||||||
| Stock options vested to board of directors and employees | ||||||||||||||||||||||||||||
| Issuance of common stock | 1,114,508 | 1,114 | 2,759,859 | - | - | - | 2,760,973 | |||||||||||||||||||||
| De-registration and liquidation of Nova Macau | ||||||||||||||||||||||||||||
| Foreign currency translation loss | - | - | - | (91,974 | ) | - | - | (91,974 | ) | |||||||||||||||||||
| Net loss | - | - | - | - | - | (1,396,632 | ) | (1,396,632 | ) | |||||||||||||||||||
| Balance at end of period | 6,730,242 | $ | 6,730 | $ | 42,565,427 | $ | 313,552 | $ | - | $ | (8,148,085 | ) | $ | 34,737,624 | ||||||||||||||
Three Months Ended September 30, 2020
| Accumulated | ||||||||||||||||||||||||||||
| Common stock | Additional Paid | Other Comprehensive | Statutory | Retained | Total Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | in Capital | Income | Reserve | Earnings | Equity | ||||||||||||||||||||||
| Balance at beginning of period | 5,583,234 | $ | 5,583 | $ | 39,706,641 | $ | 193,893 | $ | 6,241 | $ | 24,574,949 | $ | 64,487,307 | |||||||||||||||
| Stock issued to employees | 1,500 | 1 | 3,194 | - | - | - | 3,195 | |||||||||||||||||||||
| Stock issued to consultants | 5,000 | 5 | 12,745 | - | - | - | 12,750 | |||||||||||||||||||||
| Stock options vested to board of directors and employees | - | - | 28,685 | - | - | - | 28,685 | |||||||||||||||||||||
| Foreign currency translation gain | - | - | - | 223,881 | - | - | 223,881 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (8,177,010 | ) | (8,177,010 | ) | |||||||||||||||||||
| Balance at end of period | 5,589,734 | $ | 5,589 | $ | 39,751,265 | $ | 417,774 | $ | 6,241 | $ | 16,397,939 | $ | 56,578,808 | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
NOVA LIFESTYLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (UNAUDITED)
Nine Months Ended September 30, 2021
| Accumulated | Retained | |||||||||||||||||||||||||||
| Common stock | Additional Paid | Other Comprehensive | Statutory | Earnings (Accumulated | Total Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | in Capital | Income | Reserve | Deficits) | Equity | ||||||||||||||||||||||
| Balance at beginning of period | 5,596,234 | $ | 5,596 | $ | 39,766,978 | $ | 798,290 | $ | 6,241 | $ | 351,370 | $ | 40,928,475 | |||||||||||||||
| Stock issued to employees | 4,500 | 5 | 8,905 | - | - | - | 8,910 | |||||||||||||||||||||
| Stock issued to consultants | 15,000 | 15 | 29,685 | - | - | - | 29,700 | |||||||||||||||||||||
| Issuance of common stock | 1,114,508 | 1,114 | 2,759,859 | - | - | - | 2,760,973 | |||||||||||||||||||||
| De-registration and liquidation of Nova Macau | - | - | - | - | (6,241 | ) | 6,241 | - | ||||||||||||||||||||
| Foreign currency translation loss | - | - | - | (484,738 | ) | - | - | (484,738 | ) | |||||||||||||||||||
| Net loss | - | - | - | - | - | (8,505,696 | ) | (8,505,696 | ) | |||||||||||||||||||
| Balance at end of period | 6,730,242 | $ | 6,730 | $ | 42,565,427 | $ | 313,552 | $ | - | $ | (8,148,085 | ) | $ | 34,737,624 | ||||||||||||||
Nine Months Ended September 30, 2020
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||||||
| Common stock | Paid | Comprehensive | Statutory | Retained | Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | in Capital | Income | Reserve | Earnings | Equity | ||||||||||||||||||||||
| Balance at beginning of period | 5,568,734 | $ | 5,568 | $ | 39,605,042 | $ | - | $ | 6,241 | $ | 26,429,695 | $ | 66,046,546 | |||||||||||||||
| Stock issued to employees | 6,000 | 6 | 12,775 | - | - | - | 12,781 | |||||||||||||||||||||
| Stock issued to consultants | 15,000 | 15 | 38,235 | - | - | - | 38,250 | |||||||||||||||||||||
| Stock options vested to board of directors and employees | - | - | 95,213 | - | - | - | 95,213 | |||||||||||||||||||||
| Foreign currency translation gain | - | - | - | 417,774 | - | - | 417,774 | |||||||||||||||||||||
| Forign currency translation gain (income) | 417,774 | 417,774 | ||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | (10,031,756 | ) | (10,031,756 | ) | |||||||||||||||||||
| Balance at end of period | 5,589,734 | $ | 5,589 | $ | 39,751,265 | $ | 417,774 | $ | 6,241 | $ | 16,397,939 | $ | 56,578,808 | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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NOVA LIFESTYLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED September 30, 2021 AND 2020 (UNAUDITED)
| Nine Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net loss | $ | (8,505,696 | ) | $ | (10,031,756 | ) | ||
| Net loss from discontinued operations | - | (326,531 | ) | |||||
| Net loss from continuing operations | $ | (8,505,696 | ) | $ | (9,705,225 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 62,055 | 42,805 | ||||||
| Inventories write-down | 5,526,307 | 7,767,910 | ||||||
| Amortization of operating lease right-of-use assets | 380,178 | 437,461 | ||||||
| Deferred tax benefit | - | (117,952 | ) | |||||
| Stock compensation expense | 38,610 | 143,049 | ||||||
| Changes in bad debt allowance | (3,328 | ) | 2,429 | |||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in - | ||||||||
| Accounts receivable | 332,870 | (242,947 | ) | |||||
| Advance to suppliers | 56,440 | 27,507,384 | ||||||
| Inventories | (491,056 | ) | (26,501,478 | ) | ||||
| Other current assets | (387,526 | ) | (243,402 | ) | ||||
| Increase (decrease) in - | ||||||||
| Operating lease liabilities | (348,917 | ) | (422,511 | ) | ||||
| Accounts payable | (27,270 | ) | 179,675 | |||||
| Advance from customers | 137,243 | 27,452 | ||||||
| Accrued liabilities and other payables | 171,218 | 59,570 | ||||||
| Taxes payable | (70,473 | ) | (26,105 | ) | ||||
| Net Cash Used in Operating Activities | (3,129,345 | ) | (1,091,885 | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Purchase of property and equipment | (155,156 | ) | (360,084 | ) | ||||
| Net Cash Used in Investing Activities | (155,156 | ) | (360,084 | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Proceeds from equity financing, net | 2,760,973 | - | ||||||
| Proceeds from other loans | - | 466,096 | ||||||
| Net Cash Provided by Financing Activities | $ | 2,760,973 | $ | 466,096 | ||||
| Net Cash Provided by Discontinued Operations | - | 1,037,800 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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NOVA LIFESTYLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (UNAUDITED)
| Nine Months ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Effect of Exchange Rate Changes on Cash and Cash Equivalents | $ | (342,380 | ) | $ | 413,290 | |||
| Net (decrease) increase in cash and cash equivalents | (865,908 | ) | 465,217 | |||||
| Cash and cash equivalents, beginning of period | 8,744,784 | 8,885,398 | ||||||
| Cash and cash equivalents, ending of period | $ | 7,878,876 | $ | 9,350,615 | ||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Cash paid during period for: | ||||||||
| Income tax payments | $ | 251,067 | $ | 55,000 | ||||
| Interest expense | $ | 4,801 | $ | 6,188 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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NOVA LIFESTYLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 20172021 AND 20162020 (UNAUDITED)
Note 1 - Organization and Description of Business
Organization and Business
Nova LifeStyle, Inc. (“Nova LifeStyle” or the “Company”), formerly known as Stevens Resources, Inc., was incorporated in the State of Nevada on September 9, 2009.
The Company is a U.S. holding company with no material assets other than the ownership interests of ourits subsidiaries through which we market, designit markets, designs and sellsells furniture worldwide: Nova Furniture Limited domiciled in the British Virgin Islands (“Nova Furniture”), Nova Furniture Ltd. domiciled in Samoa (“Nova Samoa”), Diamond Bar Outdoors, Inc. domiciled in California (“Diamond Bar”), Nova Living (M) SDN. BHD. domiciled in Malaysia (“Nova Malaysia”) and Nova Living (HK) Group Limited domiciled in Hong Kong (“Nova HK”). The Company had two former subsidiaries Bright Swallow International Group Limited domiciled in Hong Kong (“Bright Swallow” or “BSI”), which was sold in January 2020 and Nova Furniture Macao Commercial Offshore Limited domiciled in Macao (“Nova Macao”), which was de-registration and Diamond Bar Outdoors, Inc. (“Diamond Bar”).
Nova Macao was organized under the laws of Macao on May 20, 2006, and iswas a wholly owned subsidiary of Nova Furniture. Diamond Bar, doing business as Diamond Sofa, was incorporated in California on June 15, 2000. Nova Macao iswas a trading company, importing, marketing and selling products designed and manufactured by Nova Furniture (Dongguan) Co., Ltd. (“Nova Dongguan”) and third partythird-party manufacturers for the U.S. and international markets. Diamond Bar was incorporated in California on June 15, 2000. Diamond Bar markets and sells products manufactured by third partythird-party manufacturers under the Diamond Sofa brand to distributors and retailers principally in the U.S. market.
On April 24, 2013,December 7, 2017, Nova LifeStyle incorporated i Design Blockchain Technology, Inc. (“i Design”) under the laws of the State of California. The purpose of i Design is to build the Company’s own blockchain technology team. This new company will focus on the application of blockchain technology in the furniture industry, including encouraging and facilitating interactions among designers and customers, and building a blockchain-powered platform that enables designers to showcase their products, including current and future furniture designs. This company is in the planning stage and has had minimal operations through September 30, 2021.
On December 12, 2019, Nova LifeStyle acquired Nova Malaysia at cost of $1.00 which was incorporated in Malaysia on July 26, 2019. The purpose of this acquisition was to market and sell high-end physiotherapeutic jade mats for use in therapy clinics, hospitality, and real estate projects in Malaysia and other regions in Southeast Asia.
On January 7, 2020, the Company completedtransferred its entire interest in Bright Swallow to Y-Tone (Worldwide) Limited, an unrelated third party, for cash consideration of $2,500,000, pursuant to a formal agreement entered into on January 7, 2020. The Company received the acquisitionpayment on May 11, 2020. As of December 31, 2020, operations of Bright Swallow an established furniture company with a global client base.
On October 14, 2020, the Macao Trade and Investment Promotion Institute invalidated licenses for offshore companies under an Order of Repeal of Legal Regime of the Offshore Services by Macao Special Administrative Region. Nova Macao then entered a de-registration process and its divestment,business has been taken over by Nova Dongguan was a wholly foreign-owned enterprise, or WFOE,HK. Nova Macao completed the de-registration and liquidation process in January 2021.
On November 5, 2020, Nova LifeStyle acquired Nova HK at cost of $1,290 which was incorporated under the laws of the PRCin Hong Kong on JuneNovember 6, 2003. Nova Dongguan organized Nova Museum on March 17, 2011 as a non-profit organization under the laws of the PRC engaged in the promotion of the culture and history of furniture in China. Nova Dongguan markets and sells products in China to stores in our former franchise network and to wholesalers and agents for domestic retailers and exporters. At the time of sale, Nova Dongguan also provided design expertise and facilities to manufacture branded products and products for international markets under original design manufacturer and original equipment manufacturer agreements, or ODM and OEM agreements. On October 24, 2013, Nova Dongguan incorporated Ding Nuo under the laws of the PRC.
The “Company” and “Nova” collectively refer to Nova LifeStyle, the U.S. parent, and its subsidiaries, Nova Furniture, Nova Samoa, Nova Macao, Diamond Bar, i Design, Nova HK and BSI. The “Company” may also from time to timeNova Malaysia.
COVID-19
Beginning in these Notes include2020, a strain of novel coronavirus (“COVID-19”) has spread globally and, at this point, the Company’s former subsidiaries,operations has been adversely impacted by the COVID-19 pandemic. In particular, Nova Furniture BVI, Nova Dongguan, Nova MuseumMalaysia had not been able to operate in full capacity due to Malaysian government’s shut down orders which resulted in sales lagging and Ding Nuo.slow-moving inventories. The Company’s two showrooms in Kuala Lumpur were closed from March 2020 to May 2020 and closed again from August 2020 to March 5, 2021. Malaysia government imposed a new nationwide lockdown on May 12, 2021 until early June 2021, then the lockdown has extended to early October 2021. In October 2021, Malaysia government lifted lockdown order for people fully vaccinated against COVID-19 and our stores are reopened now. The Company expects that the impact of the COVID-19 outbreak on the United States and world economies will also continue to have a material adverse impact on the demand for its products.
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The extent of the impact of the COVID-19 pandemic will continue to have on the Company’s business is highly uncertain and difficult to predict and quantify, as the actions that the Company, other businesses and governments may take to contain the spread of COVID-19 continue to evolve. Shipping of products from Asia has experienced significant delays since the onset of the pandemic and the costs of shipping from Asia have increased since the onset; and we have experienced and may continue to experience shipping disruptions in the future. Because of the significant uncertainties surrounding the COVID-19 pandemic, the extent of the future business interruption and the related financial impact cannot be reasonably estimated at this time.
The severity of the impact of the COVID-19 pandemic on the Company’s business will continue to depend on a number of factors, including, but not limited to, the duration and severity of the pandemic, the new variants of COVID-19, the efficacy and distribution of COVID-19 vaccines and the extent and severity of the impact on the global supply chain and the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be reasonably predicted at this time. As of the date of issuance of the Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain. The Company is monitoring and assessing the evolving situation closely and evaluating its potential exposure.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.
The interim condensed consolidated financial information as of September 30, 20172021 and for the nine and three month periodsmonths ended September 30, 20172021 and 20162020 have been prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP have not been included.condensed or omitted pursuant to such rules and regulations. The interim condensed consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2020, previously filed with the SEC on April 14, 2017.
In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company’s interim condensed consolidated financial position as of September 30, 2017,2021, its interim condensed consolidated results of operations and cash flows for the nine and three month periodsmonths ended September 30, 20172021 and 2016,2020, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
Use of Estimates
In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, valuation of inventories, the valuation of stock-based compensation, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, assumptions used in assessing impairment of long-lived assets and goodwill.goodwill, and loss contingencies. Actual results could differ from those estimates.
The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business slowdowns or shutdowns, supply chain disruption, depress demand for the Company’s products, and adversely impact its results of operations. During the nine months ended September 30, 2021, the Company continued to face increasing uncertainties around its estimates of revenue collectability, accounts receivable credit losses and valuation of inventories. The Company expects uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Its estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its unaudited condensed consolidated financial statements.
Business Combination
For a business combination, the assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree are recognized at the acquisition date and measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any noncontrolling interest in the acquiree, that excess in earnings is recognized as a gain attributable to the acquirer.
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Deferred tax liability and assetassets are recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 740-10.
Goodwill
Goodwill is the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC Topic 350, “Intangibles-Goodwill and Other,” goodwill is not amortized but is tested for impairment, annually or more frequently when circumstances indicate a possible impairment may exist. Impairment testing is performed at a reporting unit level. An impairment loss generally would be recognized when the carrying amount of the reporting unit exceeds its fair value, with the fair value of the reporting unit determined using discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF analysis to forecast operating cash flows, including the discount rate, the internal rate of return and projections of realizations and costs to produce. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated.
ASC Topic 350 also permits an entity to first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the two-step goodwill impairment test is required to be performed. Otherwise, no further testing is required. Performing the qualitative assessment involved identifying the relevant drivers of fair value, evaluating the significance of all identified relevant events and circumstances, and weighing the factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After evaluating and weighing all these relevant events and circumstances, it was concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the fair value of Diamond Bar is greater than its carrying amount. As such, it is not necessary to perform the two-step goodwill impairment test for the Diamond Bar reporting unit. Accordingly, as of September 30, 20172021 and 2016,December 31, 2020, the Company concluded there was no0 impairment of goodwill of Diamond Bar.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers cash, money market funds, investments in interest bearing demand deposit accounts, time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents.
The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. An analysis of the allowance for doubtful accounts is as follows:
| Balance at January 1, 2017 | $ | 3,019,931 | ||
| Provision for the period | 203,905 | |||
| Write off | (3,106,474 | ) | ||
| Balance at September 30, 2017 | $ | 117,362 |
Schedule of Allowance for Doubtful Accounts
| Balance at January 1, 2021 | $ | 5,201 | ||
| Reversal | (3,328 | ) | ||
| Balance at September 30, 2021 | $ | 1,873 |
The bad debts (reversal) expense for the nine months ended September 30, 2016, bad debt (reversal) expense from continuing operations2021 and discontinued operations were $33,818 2020 was ($3,328) and $552,611, respectively. During$2,429, respectively; and $262 and $2,458 for the three months ended September 30, 2016, bad debt expense from continuing operations2021 and discontinued operations were $55,294 and $539,327,2020, respectively.
Advances to Suppliers
Advances to suppliers are reported net of allowance when the Company determines that amounts outstanding are not likely to be collected in cash or utilized against purchase of inventories. Based on its historical record and actual practice,in normal circumstances, the Company always receivedreceives goods within 5 to 9 months from the date the advance payment is made. As such, no reserve on supplier prepayments hadDue to the COVID-19 pandemic, freight transportation of products from the Company’s international suppliers has been madedelayed or recorded bysuspended during the Company.outbreak. Any provisions for allowance for advanceadvances to suppliers, if deemed necessary, will beare included in general and administrative expenses in the consolidated statements of income.operations. During the nine months and three months ended September 30, 2021 and 2020, no provision was made on advances to suppliers.
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Inventories
Inventories are stated at the lower of cost and net realizable value, with cost determined on a weighted-average basis. Management compares the costWrite-down of potential obsolete or slow moving inventories with the net realizable valueis recorded based on management’s assumptions about future demands and an allowance is made for writing down their inventories to market value, if lower. The Company did not record any write-downs of inventory at September 30, 2017 and 2016.
Plant, Property and Equipment
Plant, property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred;incurred, while additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with 10%no salvage value and estimated lives as follows:
Schedule of Plant, Property and Equipment Estimated Lives Under Straight-line Method
| Computer and office equipment | 5 - 10 years |
| Decoration and renovation | 5 - 10 years |
Impairment of Long-Lived Assets
Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.
Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its review,long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company believes that,to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of September 30, 2017the asset group asset group exceeds its fair value based on discounted cash flow analysis or appraisals.
Treasury Stock
Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and December 31, 2016, there was no significant impairmentlosses on the subsequent reissuance of its long-lived assets.
Research and Development
Research and development costs are related primarily to the Company designing and testing its new products during the development stage. Research and development costs are recognized in general and administrative expenses and expensed as incurred. Research and development expense from continuing operations was $364,105expenses were $110,251 and $94,839$19,851 for the nine months ended September 30, 20172021 and 2016,2020, respectively; and $0$105,460 and $35,174$458 for the three months ended September 30, 20172021 and 2016,2020, respectively. Research and development expense from the Company’s discontinued operations was $588,790 and $179,643 for the nine and three months ended September 30, 2016, respectively.
Income Taxes
In its interim financial statements, the Company follows the guidance in ASC 270 “Interim Reporting” and ASC 740 “Income Taxes” whereby the Company utilizes the expected annual effective rate in determining its income tax provision. The actual effectiveincome tax rate of continuing operations of 48.24%expense for the nine months ended September 30, 2017 differs from the U.S. federal statutory tax rate, primarily as a result of tax liability reserves from uncertain tax positions.
Income taxes are accounted for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences in future years of approximately ($26,000)differences between the tax bases of assets and $36,000, respectively. 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.
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The Company follows ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.
Under the provisions of ASC Topic 740, when tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
Nova Lifestyle, Inc. and Diamond Bar are subject to U.S. federal and state income taxes. Nova Furniture Limited and Bright Swallow areBVI was incorporated in the BVI.BVI, Nova Macao isSamoa was incorporated in Macao.Samoa, and Nova Samoa isHK was incorporated in Oceania.Hong Kong. There is no income tax for companies domiciled in the BVI Oceania or Macao.and Samoa. Accordingly, the Company’s condensed consolidated financial statements do not present any income tax provisionprovisions related to the BVI and MacaoSamoa tax jurisdictionjurisdictions where Nova Furniture BVI BSI and Nova MacaoSamoa are domiciled. Nova MacaoMalaysia is anincorporated in Malaysia and is subject to Malaysia income tax-exempt entitytaxes at the statutory rate of 24%. Nova HK is incorporated in Hong Kong and domiciledis subject to Hong Kong income taxes at the statutory rate of 16.5%.
The Tax Cuts and Jobs Act of 2017 (the “Act”) created new taxes on certain foreign-sourced earnings such as global intangible low-taxed income (“GILTI”) under IRC Section 951A, which is effective for the Company for tax years beginning after January 1, 2018. For the interim periods presented herein, the Company has calculated its best estimate of the impact of the GILTI in Macao.
On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act contains numerous income tax provisions, such as relaxing limitations on the deductibility of interest and the use of net operating losses (NOLs) arising in taxable years beginning after December 31, 2017.
As of September 30, 2017, unrecognized tax benefits2021 and December 31, 2020, the accumulated undistributed earnings generated by its foreign subsidiaries were approximately $1.4 million. The total amount$21,500,000 and $27,900,000, respectively, of unrecognizedwhich substantially all was previously subject to U.S. tax, benefits that, if recognized, would favorably affect the effectiveone-time transition tax rate was $1.4 million as of September 30, 2017. As of September 30, 2016, unrecognizedon foreign unremitted earnings required by the Tax Act, or GILTI. Those earnings are considered to be permanently reinvested and accordingly, no deferred tax benefits were approximately $4.6 million. The total amount of unrecognizedexpense is recorded for U.S. federal and state income tax benefits that, if recognized, would favorably affect the effective tax rate was $4.6 million as of September 30, 2016.
A reconciliation of the January 1, 2017, through September 30, 2017, amount of unrecognized tax benefits excluding interest and penalties (“Gross UTB”), for the nine months ended September 30, 2021 and 2020 is as follows:
| Gross UTB | ||||
Beginning Balance – January 1, 2017 | $ | 1,642,381 | ||
| Decrease in unrecorded tax benefits related to the Company’s continuing operations | (160,230 | ) | ||
| Exchange rate adjustment | (85,881 | ) | ||
Ending Balance – September 30, 2017 | $ | 1,396,270 | ||
| Gross UTB | ||||||||
| 2021 | 2020 | |||||||
| Balance – January 1 and September 30 | $ | 935 | 12,547 | |||||
At September 30, 2017,2021 and December 31, 2020, the Company had cumulatively accrued approximately $567,000 $100 and $131, respectively,for estimated interest and penalties related to unrecognized tax benefits, of which $567,000 wererespectively, related to the Company’s continuing operations. At December 31, 2016, the Company had cumulatively accrued approximately $494,000 for estimated interest and penalties related to unrecognized tax benefits. The Company recorded interest and penalties related to unrecognized tax benefits as a component of income tax expense,benefit, which totaled approximately $73,000 $21and $331,000 $375 for the nine months ended September 30, 20172021 and 2016, respectively, of which $73,0002020, respectively; and $82,000 were related to the Company’s continuing operations; $7 and totaled approximately $7,000 and $98,000 $125 for the three months ended September 30, 20172021 and 2016,2020, respectively, of which $7,000 and $15,000 were related to the Company’s continuing operations. The Company does not anticipate any significant changes to its unrecognized tax benefits within the next 12 months.
As of September 30, 2021, unrecognized tax benefits were approximately $900. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate was $900 as of September 30, 2021. As of September 30, 2020, unrecognized tax benefits were approximately $12,500. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate was $12,500 as of September 30, 2020.
Nova Lifestyle and Diamond Bar are subject to U.S. federal and state income taxes and tax years 2011-20162018-2020 remain open to examination by tax authorities in the U.S.
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Revenue Recognition
The Company’s revenue recognition policiesCompany recognizes revenues when its customers obtain control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identifies contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenues when (or as) it satisfies the performance obligation.
Revenues from product sales are in compliance with ASC Topic 605, “Revenue Recognition.” Sales revenue is recognized when a formal arrangement exists, the price is fixed or determinable, the delivery is completed and no other significant obligations of the Company exist and collectability is reasonably assured. No revenue is recognized if there are significant uncertainties regarding the recovery of the consideration due, or the possible return of the goods. Payments received before all of the relevant criteria for revenue recognition are recorded as unearned revenue.
Revenues from product sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials purchased in China and included in the cost of producing the finished product. The Company records VAT payable and VAT receivable net of payments in the consolidated financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collectedreserves established for applicable discounts and paidallowances that are offered within contracts with the Company’s customers.
Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the Company acts as an agent foramount is payable to the government.
The Company’s sales policy allows for the return of product returns within the warranty period if the product is defective and the defects are the Company’s fault. As alternatives forto the product return option, the customers have optionsthe option of askingrequesting a discount from the Company for the products with quality issues or of receiving replacement parts from the Company at no cost. The amount for return of products,product returns, the discount provided to the Company’s customers, and the costs for replacement parts were immaterial for the nine months and three months ended September 30, 20172021 and 2016.
Cost of Sales
Cost of sales consists primarily of costs of finished goods purchased from otherthird-party manufacturers material costs, labor costs and related overhead that are directly attributable to the productionwrite-downs of the products. Write-downs of inventory to the lower of cost or net realizable value is also recorded in the cost of sales.
Shipping and Handling Costs
Shipping and handling costs related to delivery of finished goods are included in selling expenses. During the nine months ended September 30, 20172021 and 2016,2020, shipping and handling costs from continuing operations were $1,576$4,524 and $2,033, respectively;$172,912, respectively, and $623$1,585 and $313$171,926 for the three months ended September 30, 20172021 and 2016,2020, respectively. During the nine and three months ended September 30, 2016, shipping and handling costs from discontinued operations were $373,123 and $137,308, respectively.
Advertising
Advertising expenses consist primarily of costs of promotion and marketing for the Company’s image and products, and costs of direct advertising, and are included in selling expenses. The Company expenses all advertising costs as incurred. Advertising expense from continuing operations was $847,177 $1,122,959 and $2,156,451 $24,740 for the nine months ended September 30, 20172021 and 2016, respectively;2020, respectively, and $186,381 $299,012 and $841,345 $5,140 for the three months ended September 30, 20172021 and 2016,2020, respectively. Advertising expense from discontinued operations was $60,379 and $59,286 for the nine and three months ended September 30, 2016, respectively.
The Company accounts for share-based compensation awards to officers, directors, employees, and for acquiring goods and services from nonemployees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite servicevesting period.
Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if the additional common shares were dilutive. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).
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| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Income from continuing operations | $ | 2,304,709 | $ | 1,189,266 | $ | 2,956,633 | $ | 1,044,931 | ||||||||
| Loss from discontinued operations | - | (1,476,572 | ) | - | (743,594 | ) | ||||||||||
| Net income (loss) | 2,304,709 | (287,306 | ) | 2,956,633 | 301,337 | |||||||||||
| Weighted average shares outstanding – basic | 27,570,425 | 24,937,069 | 27,846,921 | 25,558,604 | ||||||||||||
| Dilutive unvested restricted stock | 126,828 | - | 112,480 | - | ||||||||||||
| Dilutive vested stock options | 7,153 | 21,228 | ||||||||||||||
| Weighted average shares outstanding – diluted | 27,704,406 | 2,493,7069 | 27,980,629 | 25,558,604 | ||||||||||||
| (Loss) income from continuing operations per share | ||||||||||||||||
| – basic | $ | 0.08 | $ | 0.05 | $ | 0.11 | $ | 0.04 | ||||||||
| – diluted | $ | 0.08 | $ | 0.05 | $ | 0.11 | $ | 0.04 | ||||||||
| Loss from discontinued operations per share | ||||||||||||||||
| – basic | $ | 0.08 | $ | (0.06 | ) | $ | - | $ | (0.03 | ) | ||||||
| – diluted | $ | 0.08 | $ | (0.06 | ) | $ | - | $ | (0.03 | ) | ||||||
| Net income (loss) per share | ||||||||||||||||
| – basic | $ | 0.08 | $ | (0.01 | ) | $ | 0.11 | $ | 0.01 | |||||||
| – diluted | $ | 0.08 | $ | (0.01 | ) | $ | 0.11 | $ | 0.01 | |||||||
Schedule of Reconciliation of Basic and 337,114Diluted Loss Per Share
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net loss from continuing operations | $ | (8,505,696 | ) | $ | (9,705,225 | ) | $ | (1,396,632 | ) | $ | (8,177,010 | ) | ||||
| Net loss from discontinued operations | - | (326,531 | ) | - | - | |||||||||||
| Net loss | (8,505,696 | ) | (10,031,756 | ) | (1,396,632 | ) | (8,177,010 | ) | ||||||||
| Weighted average shares outstanding – Basic and Diluted * | 5,870,632 | 5,579,088 | 6,399,158 | 5,585,734 | ||||||||||||
| Weighted average shares outstanding – Basic | 5,870,632 | 5,579,088 | 6,399,158 | 5,585,734 | ||||||||||||
| Weighted average shares outstanding – Diluted | 8,870,062 | 5,579,088 | 6,399,158 | 5,585,734 | ||||||||||||
| Net loss from continuing operations per share of common stock | ||||||||||||||||
| Basic and Diluted | $ | (1.45 | ) | $ | (1.74 | ) | $ | (0.22 | ) | $ | (1.46 | ) | ||||
| Net loss from discontinued operations income per share of common stock | ||||||||||||||||
| Basic and Diluted | $ | - | $ | (0.06 | ) | $ | - | $ | - | |||||||
| Net loss from discontinued operations income per share of common stock Basic and Diluted | $ | - | $ | (0.06 | ) | $ | - | $ | - | |||||||
| Net loss per share of common stock | ||||||||||||||||
| Basic and Diluted | $ | (1.45 | ) | $ | (1.80 | ) | $ | (0.22 | ) | $ | (1.46 | ) | ||||
| * | Including and shares that were granted and vested but not yet issued for the nine months ended September 30, 2021 and 2020, respectively. |
For the nine months and three months ended September 30, 20172021, shares of unvested restricted stock and 2016, respectively.
For the nine months and three months ended September 30, 2020, shares purchasable under warrants, shares of unvested restricted stock and stock options to purchase shares of the Company’s stock were anti-dilutive and were excluded from EPS calculation.
At September 30, 2021, warrants to purchase shares of common stock were outstanding but not exercisable yet. For the nine and three months ended September 30, 2017 and 2016, 858,334 and 1,925,0012021, shares purchasable under warrants were excluded from EPS, respectively, as their effects were anti-dilutive. For the nine and three month periods ended September 30, 2016, the unvested restricted stock were anti-dilutive.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist primarily of accounts and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.
No customer accounted for 35% and 10%10% or more of the Company’s sales for the nine months ended September 30, 20172021 and 2016, respectively. A2020. One customer accounted for 54% and 10%15% of the Company’s sales for the three months ended September 30, 20172021, while no customer accounted for 10% of the Company’s sales for the three months ended September 30, 2020. Three customers accounted for 34%, 14% and 2016, respectively. Accounts13%, respectively, of the Company’s gross accounts receivable from this customer were $21,812,355 and $5,216,213 as of September 30, 20172021. Two customers accounted for 40% and27%, respectively, of the Company’s gross accounts receivable as of December 31, 2016, respectively.
The Company purchased its products from fivethree and four major vendors during the nine and three months ended September 30, 2017,2021 and 2020, respectively, accounting for a total of 82% (26%56% for 2021 (%, 19%%, 15%and %) and % for 2020 (%, 12%%, % and 10% for each) and 80% (30%, 16%, 12%, 11% and 11% for each)%) of the Company’s purchases, respectively.
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Fair Value of Financial Instruments
ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
| Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● |
| Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| ● |
| Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The carrying value of cash, accounts receivable, advanceadvances to suppliers, other receivables, accounts payable, line of credit, advance from customers, other payables and accrued liabilities approximate estimated fair values because of their short maturities. The estimated fair value of the long-term lines of credit approximated the carrying amount as of September 30, 2017, as the interest rates are considered as approximate to the current rate for comparable loans at the respective balance sheet dates.
Foreign Currency Translation and Transactions
The condensed consolidated financial statements are presented in United States Dollar (“$” or “USD”), which is also the functional currency of Nova LifeStyle, Nova Furniture, Nova Samoa, Diamond Bar, Nova HK and i Design, and its former subsidiaries, Nova Macao and Bright Swallow and Diamond Bar.
The Company’s subsidiary with operations in Malaysia uses its local currency, the Malaysian Ringgit (“RM”), as its functional currency. An entity’s functional currency of Nova Dongguan, Nova Museum and Ding Nuo is RMB. The functional currenciesthe currency of the Company’s foreign operationsprimary economic environment in which it operates, which is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.
Foreign currency transactions denominated in currencies other than the functional currency are translated into USD for balance sheet accountsthe functional currency using the current exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in effect as offoreign currencies at the balance sheet date except forare re-measured at the equity account using the historicalapplicable rates of exchange rate, and for revenue and expense accounts using the weighted-average exchange rate during the fiscal year. The translation adjustments are recorded in the consolidated statements of income and comprehensive income, captioned “Accumulated other comprehensive income.”effect at that date. Gains and losses resulting from transactions denominated in foreign currenciescurrency re-measurement are included in “Other income (expenses)” in the consolidated statements of incomeoperations.
The financial statements are presented in U.S. dollars. Assets and comprehensive income. There have been no significant fluctuations inliabilities are translated into U.S. dollars at the current exchange rate for the conversion of RMB to USD afterin effect at the balance sheet date.
Translation of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income foramounts from RM into U.S. dollars has been made at the nine and three months ended September 30, 2017 and 2016 included net income and foreign currency translation adjustments.
| Balance sheet items, except for equity accounts | ||
| September 30, 2021 | RM4.19 to 1 | |
| December 31, 2020 | RM4.02 to 1 | |
| Statement of operations and cash flow items | ||
| For the nine months ended September 30, 2021 | RM4.13 to 1 | |
| For the nine months ended September 30, 2020 | RM4.23 to 1 |
Segment Reporting
ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.
Management determined that the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in one1 business and industry segment: the design and sale of furniture.
Management concluded that the Company had one reportable segment under ASC 280 because Diamond Bar is a furniture distributor based in California focusing on customers in the US,United States, Bright Swallow was a furniture distributor focusing on customers in Canada, and Nova Macao was a furniture distributor based in Macao focusing on international customers, Nova HK is a furniture distributor based in Hong Kong focusing on international customers, in Canada, and Nova MacaoMalaysia is a furniture retailer and distributor based in Macao focusing on international customers.customers primarily in Malaysia. They are all operated under the same senior management of the Company, and management views the operations of Diamond Bar, Bright Swallow, Nova Macao, Nova HK and Nova MacaoMalaysia as a wholeone entity for making business decisionsdecisions.
| 15 |
All of the Company’s long-lived assets are mainly property, plant and equipment located in the United States, Hong Kong and Malaysia and are utilized for administrative purposes.
Net sales to customers by geographic area are determined by reference to the physical product shipment delivery locations ofrequested by the Company’s customers. For example, if the products are delivered to a customer in the US,United States, the sales are recorded as generated in the U.S.
Leases
The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term.
ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.
ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.
The Company recognized no impairment of ROU assets as of September 30, 2021 and December 31, 2020.
The operating lease is included in operating lease right-of-use assets, operating lease liabilities-current and operating lease liabilities-non-current in the consolidated balance sheets at September 30, 2021 and December 31, 2020.
Recent Accounting Pronouncements
Recently Adopted Accounting Standards
In February 2016,December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (��ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. ASU 2019-12 was effective January 1, 2021. The adoption of ASU 2019-12 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.
In August 2020, the FASB issued ASU No. 2016-02, Leases (Topic 842)2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The new standard establishesASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a right-of-use (“ROU”) modelsubstantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a lesseefailure to record a ROU assetmeet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard(iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of2023. Early adoption of this ASU on the consolidated financial statements.
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Recently Issued But Not Yet Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ThisASU 2016-13 replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidanceASU 2016-13 is to be adopted on a modified retrospective basis. As a smaller reporting company, ASU 2016-13 will be effective for fiscal years,the Company for interim and interimannual reporting periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.2022. The Company is currently evaluating the impact that the standardadoption of ASU 2016-13 will have on its consolidated financial statementsstatement presentations and related disclosures.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations2017-04, Intangibles – Goodwill and Other (Topic 805): Clarifying350), Simplifying the DefinitionTest for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 of the two-step goodwill impairment test, under which a goodwill impairment loss was measured by comparing the implied fair value of a Business, which clarifiesreporting unit’s goodwill with the definitioncarrying amount of that goodwill. ASU 2017-04 requires only a one-step quantitative impairment test, whereby a goodwill impairment loss is measured as the excess of a business withreporting unit’s carrying amount over its fair value (not to exceed the objectivetotal goodwill allocated to that reporting unit). Adoption of addingthe ASUs is on a modified retrospective basis. As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact that the adoption of ASU 2017-04 will have on its consolidated financial statement presentation or disclosures.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to assist entities with evaluating whetherhow an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions should be accountedand the corresponding accounting treatment for as acquisitionseach category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or disposals of assets or businesses. The standardmodification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2017,2021, including interim periods within those fiscal years. Early adoption is permitted. The standardAn entity should be appliedapply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company will evaluate the impact of adopting this standard prospectively upon any transactions of acquisitions or disposals of assets or businesses.
The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
Note 3 - Discontinued Operations
On September 23, 2016, Nova Furniture, a wholly-owned subsidiary ofJanuary 7, 2020, the Company (the “Seller”), entered into a Share Transfer Agreement (the “Agreement”) with Kuka Designtransferred its entire interest in Bright Swallow to Y-Tone (Worldwide) Limited, an unrelated company incorporated in British Virgin Islands (“Kuka Design BVI” or “Buyer”). Pursuantthird party, for cash consideration of $2,500,000, pursuant to the terms of the Agreement, the Seller sold all of the outstanding equity interests in Nova Dongguan, a wholly owned subsidiary of the Seller, to the Buyer for a total of $8,500,000 (the “Transaction”), which such value was primarily derived from Nova Dongguan and Nova Donguan’s wholly owned subsidiary, Nova Museum, and 90.97% owned subsidiary, Ding Nuo. Upon consummation of the Transaction on October 25, 2016, the Buyer became the sole owner of Nova Dongguan. The purchase price of $8,500,000 was fully paid on October 6, 2016.
As of the Trademark Assignment Agreement, Nova Furniture agreed to assign to Kuka Design BVI its full right to, and title in, the NOVA trademark in China for $6,000,000 (the “Assignment Fee”). Kuka Design BVI was to pay the Assignment Fee in two installments: $1,000,000 on or before November 30, 2016, and $5,000,000 on or before December 31, 2016. As the result of the assignment of NOVA trademark in China, Nova Furniture2019 and its affiliated companies, including Nova Macao, have ceased to use the NOVA trademark and brand in their business in China. A portion of the Assignment Fee in the amount of $4,750,000 was received in 2016, and the remaining balance of $1,250,000 was fully paid in January 2017.
The following table presentssummarizes the componentsnet assets of Bright Swallow at the date of disposal (January 7, 2020):
Schedule of Net Assets, Discontinued Operations
| Cash and cash equivalents | $ | 1,462,200 | ||
| Accounts receivable, net | 969,841 | |||
| Advance to suppliers | 609,935 | |||
| Accounts payable | (948 | ) | ||
| Advance from customers | (126,916 | ) | ||
| Accrued liabilities and other payables | (2,553 | ) | ||
| Income tax payable | (85,028 | ) | ||
| Net assets of Bright Swallow upon disposal | 2,826,531 | |||
| Cash consideration received | (2,500,000 | ) | ||
| Loss on disposal of subsidiary | $ | (326,531 | ) |
The loss on disposal of discontinued operations reported in relation to Bright Swallow for the consolidated statements of operations:nine months ended September 30, 2020 was $326,531.
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| Nine Months ended September 30, | Three Months Ended September 30 | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Sales from external customers | $ | - | $ | 15,351,105 | $ | - | $ | 6,111,494 | ||||||||
| Cost of goods sold | - | (13,338,316 | ) | - | (5,284,100 | ) | ||||||||||
| Operating expenses | - | (3,231,788 | ) | - | (907,016 | ) | ||||||||||
| Loss before income taxes | - | (1,450,487 | ) | - | (780,545 | ) | ||||||||||
| Income tax (expense) benefit | - | 26,085 | - | (36,951 | ) | |||||||||||
| Loss from discontinued operations | $ | - | $ | (1,476,572 | ) | $ | - | $ | (743,594 | ) | ||||||
Note 4 - Inventories
The inventories as of September 30, 20172021 and December 31, 20162020 totaled $6,720,649$27,779,269 and $2,781,123,$32,814,520, respectively, and were allconsisted entirely of finished goods.
Inventories are stated at the lower of cost and net realizable value, with cost determined on a weighted-average basis. Write-down of potential obsolete or slow moving inventories is recorded based on management’s assumptions about future demands and market conditions. For the nine months and three months ended September 30, 2021, the Company wrote-down $5,526,307 and $nil of slow-moving inventory, respectively. The inventory write-down is included in “Cost of Sales” in the consolidated statements of operations. For the nine months and three months ended September 30, 2020, the Company wrote-down $7,767,910 of slow-moving inventory. In light of the current and developing business conditions as a result of COVID-19 pandemic, additional write downs of inventories may be required in subsequent periods.
Note 5 - Plant, Property and Equipment, Net
As of September 30, 20172021 and December 31, 2016,2020, plant, property and equipment consisted of the following:
| September 30, 2017 | December 31, 2016 | |||||||
| Computer and office equipment | $ | 283,336 | $ | 274,735 | ||||
| Decoration and renovation | 118,858 | 110,015 | ||||||
| Less: accumulated depreciation | (243,782 | ) | (213,474 | ) | ||||
| $ | 158,412 | $ | 171,276 | |||||
Schedule of Plant, Property and Equipment
| September 30, 2021 | December 31, 2020 | |||||||
| Computer and office equipment | $ | 499,043 | $ | 396,302 | ||||
| Decoration and renovation | 485,947 | 448,641 | ||||||
| Property, plant and equipment, gross | 984,990 | 844,943 | ||||||
| Less: accumulated depreciation | (452,153 | ) | (391,425 | ) | ||||
| Property, plant and equipment, net | $ | 532,837 | $ | 453,518 | ||||
Depreciation expense from continuing operations was $30,307$62,055 and $33,217$42,805 for the nine months ended September 30, 20172021 and 2016, respectively;2020, respectively, and $10,164$23,529 and $11,128$14,791 for the three months ended September 30, 20172021 and 2016,2020, respectively. Depreciation expense from discontinued operations was $1,011,125
Note 6 - Advances to Suppliers
The Company makes advances to certain vendors for inventory purchases. The advances on inventory purchases were $325,454 and $331,323$381,894 as of September 30, 2021 and December 31, 2020, respectively. No impairment charges were made on advances to suppliers for the nine months and three months ended September 30, 2016, respectively.
| September 30, 2017 | December 31, 2016 | |||||||
| �� | ||||||||
| eCommerce platform | $ | 1,208,200 | $ | 1,208,200 | ||||
| Customer relationship | 6,150,559 | 6,150,559 | ||||||
| Trademarks | 200,000 | 200,000 | ||||||
| Less: accumulated amortization | (2,985,147 | ) | (1,872,136 | ) | ||||
| $ | 4,573,612 | $ | 5,686,623 | |||||
| 12 months ending September 30, | ||||
| 2018 | $ | 676,032 | ||
| 2019 | 406,704 | |||
| 2020 | 406,704 | |||
| 2021 | 406,704 | |||
| 2022 | 406,704 | |||
Note 7 - Receivables from an Unrelated Party, Prepaid Expenses and Other Receivables
Prepaid expenses and the status of the establishment and promotion of the Platform, the Company does not wish to continue to finance the promotion of the Platform. On March 20, 2017, the Company and the unrelated party terminated the MOU and released both parties from all the obligations and liabilities under the MOU. The Company agreed to bear the costs of $800,000 incurred by the unrelated party on the Platform, which were charged as expenses in the first quarter of fiscal year 2017. The Company collected a total of approximately $13 million, which was prepaid previously, as of September 30, 2017, and no further balance was owed by the unrelated party.
| September 30, 2017 | December 31, 2016 | |||||||
| Prepaid expenses | $ | 288,784 | $ | 573,005 | ||||
| Other receivables | 27,049 | 69,886 | ||||||
| Total | $ | 315,833 | $ | 642,891 | ||||
| September 30, 2021 | December 31, 2020 | |||||||
| Prepaid expenses | $ | 538,293 | $ | 217,591 | ||||
| Other receivables | 181,796 | 132,155 | ||||||
| Prepaid expenses and other receivables | $ | 720,089 | $ | 349,746 | ||||
As of September 30, 2021 and December 31, 2020, prepaid expenses and other receivables mainly represented prepaid insurance, credit card payments, advance of $2,000,000 to an unrelated party. The advance is unsecuredemployee and bears interest of 5% per annum. The unrelated party agreed to pay the whole amount of $2,000,000 back to the Company by May 31, 2017. During the nine months ended September 30, 2017, the Company collected full payment of the principalPaypal and interest of $26,575 from the unrelated party.
Note 8 - Accrued Liabilities and Other Payables
Accrued liabilities and other payables consisted of the following as of September 30, 20172021 and December 31, 2016:2020:
Schedule of Accrued Liabilities and Other Payables
| September 30, 2021 | December 31, 2020 | |||||||
| Other payables | $ | 6,804 | $ | 6,428 | ||||
| Salary payable | 12,462 | 6,731 | ||||||
| Financed insurance premiums | 266,847 | 103,104 | ||||||
| Accrued rents | 1,490 | 14,899 | ||||||
| Accrued marketing | - | 30,000 | ||||||
| Accrued commission | 84,084 | 112,673 | ||||||
| Accrued expenses, others | 119,501 | 49,159 | ||||||
| Accrued liabilities and other payables | $ | 491,188 | $ | 322,994 | ||||
| 18 |
| September 30, 2017 | December 31, 2016 | |||||||
| Other payables | $ | 18,462 | $ | 47,790 | ||||
| Salary payable | 42,909 | 30,207 | ||||||
| Financed insurance premiums | 128,891 | 66,314 | ||||||
| Accrued rents | 84,659 | 102,269 | ||||||
| Accrued commission | 360,630 | 494,108 | ||||||
| Accrued expenses, others | 90,950 | 40,272 | ||||||
| Total | $ | 726,501 | $ | 780,960 | ||||
As of September 30, 20172021 and December 31, 2016,2020, other accrued expenses mainly included legal and professional fees, transportationutilities and unpaid operating expenses and utilities.incurred in Malaysia. Other payables represented other taxtaxes payable and meal expenses.
On May 25, 2021, Nova Malaysia entered into an agreement with an unrelated third party to grant a bank in California for a line of credit ofloan up to $5,000,00020,000,000 Malaysia Ringgit ($4,776,690) with annual interest of 4.25% and maturity6.0% with repayment on June 1, 2015. On June 8, 2015, the bank extended and modified the termsdemand. The loan was personally guaranteed by a shareholder of the unrelated party. The unrelated party paid off the loan agreementof Malaysia Ringgit ($) to extend the lineCompany in August 2021, and accrued interest of credit up to a maximum of $6,000,000 until July 31, 2015 and $5,000,000 thereafter with an annual interest rate of 4.25% and maturity on September 1, 2015 (the term of which the bank allowed to extend until the renewal described Malaysia Ringgit ($) was written off in the following sentence while the bank conducted its own audit associated therewith). On September 28, 2015, Diamond Bar extended the line of credit up to a maximum of $6,000,000 with annual interest of 3.75% (4% from December 17, 2015)nine and maturity on June 1, 2017. On January 20, 2016, Diamond Bar increased the line of credit up to a maximum of $8,000,000 with annual interest of 4%. On June 22, 2017, Diamond Bar extended the line of credit to maturity on September 1, 2017. On September 19, 2017, Diamond Bar extended the line of credit to maturity on June 1, 2019. The annual interest was 4.25% as of September 30, 2017. The line of credit is secured by all of the assets of Diamond Bar and is guaranteed by Nova LifeStyle. As of September 30, 2017 and December 31, 2016, Diamond Bar had $3,322,040 and $6,129,841 outstanding on the line of credit, respectively. During the nine months ended September 30, 2017 and 2016, the Company recorded interest expense of $145,857 and $167,381, respectively; and $40,932 and $61,127 for the three months ended September 30, 20172021.
Note 10 - Other Loans
On May 4, 2020, the Company received loan proceeds in the amount of approximately $139,802 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and 2016, respectively. AsEconomic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. On June 5, 2020, Congress passed a new law that allowed current PPP borrowers to choose to extend the eight-week period to 24 weeks to use the funds, but which cannot be extended beyond December 31, 2020. The Company had used the loans for eligible purposes and on December 28, 2020, the Company submitted the forgiveness application to the bank. No interest had been accrued for on this loan as of September 30, 2017,2021.
The unforgiven portion of the PPP loan, if any, is payable over two years at an interest rate of 1% per annum, with a deferral of payments for the first six months.
On May 5, 2020, Diamond Bar was granted a loan from Cathay Bank in the aggregate amount of $176,294, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted on March 27, 2020. The Loan, which was in the form of a Note dated May 5, 2020 matured on May 5, 2022and bore interest at a rate of 1.00% per annum, payable monthly commencing on May 5, 2020. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.On June 5, 2020, Congress passed a new law that allowed current PPP borrowers to choose to extend the eight-week period to 24 weeks to use the funds but which cannot be extended beyond December 31, 2020. The Company had $4,677,960 availableused all the PPP loan proceeds for borrowing without violating any covenants.
On June 19, 2020, Diamond Bar was granted a U.S. Small Business Administration (SBA) loan in compliance with the stated covenants.
Note 1011 - Related Party Transactions
On September 30, 2011, Diamond Bar leased a showroom in High Point, North Carolina from the Company’s presidentPresident who is currently also ourthe Chief Executive Officer and ChairmanChairperson of the Board. The lease is to be renewedrenewable and has been renewed each year since 2011. On March 16, 2017,April 1, 2021, the Company renewed the lease for an additional one year term. The lease was $32,916 for one year and only for use during two furniture exhibitions to be held between April 1, 2017 and March 31, 2018. term at a cost of $34,561. During the nine and three months ended September 30, 2017,2021 and 2020, the Company paid rental amounts of $32,916$34,561 and $16,458$17,281, respectively that are included in selling expenses, from continuing operations.
On January 4, 2018, the Company paid rental amountsentered into a sales representative agreement with a consulting firm, which is owned by the President, Chief Executive Officer and Chairperson of $32,916 that are included in selling expenses from continuing operations.the Board, for sales representative service for a term of two years. On January 4, 2020, the Company renewed the agreement for an additional two years. The Company agreed to compensate the consulting firm via commission at predetermined rates of the relevant sales amount. During the nine months ended September 30, 2021 and 2020, the Company recorded $304,958 and $155,905 as commission expense to this consulting firm, respectively; and $93,156 and $90,402 for the three months ended September 30, 2021 and 2020, respectively.
| 19 |
Note 1112 - Stockholders’ Equity
On May 28, 2021, the Company’s stockholders approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) at its annual meeting. The 2021 Plan was approved by the Board of Directors of the warrant activity for the nine months ended September 30, 2017:
Number of Warrants | Average Exercise Price | Weighted Average Remaining Contractual Term in Years | ||||||||||
| Outstanding at January 1, 2017 | 858,334 | $ | 2.71 | 3.92 | ||||||||
| Exercisable at January 1, 2017 | 858,334 | 2.71 | 3.92 | |||||||||
| Granted | - | - | - | |||||||||
| Exercised / surrendered | - | - | - | |||||||||
| Expired | - | - | - | |||||||||
| Outstanding at September 30, 2017 | 858,334 | $ | 2.71 | 3.17 | ||||||||
| Exercisable at September 30, 2017 | 858,334 | $ | 2.71 | 3.17 | ||||||||
| 20 |
Shares and was amortized over the service term. Warrants issued through Private Placement
On March 9, 2015,July 23, 2021, the Company issued 38,745 shares at an average priceconducted a registered direct offering of $2.581 per share to the consultant. During the nine months ended September 30, 2017 and 2016, the Company amortized $0 and $16,667 as consulting expenses, respectively; and $0 for each of the three month periods ended September 30, 2017 and 2016.
In conjunction with this offering, the Company issued warrants to purchase 111,451 shares of common stock at an exercise price of $2.71 $per share to the placement agent and will expireits designees. The warrants are exercisable on the five yearsix-month anniversary of the Initial Exercise Date.issuance date. The purchase pricewarrants are exercisable for four and a half years from the initial exercise date. The placement agent warrants hold piggy-back registration rights and have a termination date of one share of the Company’s common stock under the 2015 Warrants is equal to the exercise price.
The warrants issued in the private placement described above are exercisable for a fixed number of shares, and are classified as equity instruments under ASC 815-40-25-10. The Company accounted for the warrants issued in the 2015 private placement based on the fair value method under ASC Topic 505, and the fair value of the warrants was calculated using the Black-Scholes model under the following assumptions: estimated life of 5 years, volatility of , risk-free interest rate of 1.55% and dividend yield of . No estimate of forfeitures was made as the Company has a short history of granting options and warrants. The fair value of the warrants issued to investors at grant date was $3,147,530.
Warrants
The following is a summary of the warrant activity for the nine months ended September 30, 2021:
Summary of Warrant Activity
Number of Warrants | Average Exercise Price | Weighted Average Remaining Contractual Term in Years | ||||||||||
| Outstanding at January 1, 2021 | - | $ | - | |||||||||
| Exercisable at January 1, 2021 | - | $ | - | - | ||||||||
| Granted | 1,225,959 | 3.50 | 5.46 | |||||||||
| Exercised / surrendered | - | - | - | |||||||||
| Expired | - | - | - | |||||||||
| Outstanding at September 30, 2021 | 1,225,959 | $ | ||||||||||
| Exercisable at September 30, 2021 | - | $ | - | - | ||||||||
Shares and Options Issued to Independent Directors
On November 16, 2019, the Company entered into restricted stock award agreements under the 2014 Omnibus Long-Term Incentive Plana consulting agreement with three independent directors of the Board.a consultant for consulting and strategy services effective on November 16, 2019 for a one year term. The Company agreed to grant 12,195the consultant shares of the Company’s common stock, to each of these independent directors with a grant date of March 24, 2015. The restricted period lapses as to 25% of the restricted stockvesting % on September 30, 2015, December 31, 2015, March 31, 2016February 15, 2020, % on May 15, 2020, % on August 15, 2020 and September 30, 2016, subject to the director remaining in the continuous service of the Company or its affiliates% on each applicable vesting date.November 15, 2020. The fair value of thesethe shares was $119,999,$51,000 which was calculated based on the stock price of $3.28$ per share on March 24, 2015.November 18, 2019 and was amortized over the service term. The shares were issued pursuant to Nova LifeStyle, Inc.’s 2014 Omnibus Long-Term Incentive Plan (the “Plan”). During the nine months and three months ended September 30, 2016,2020, the Company amortized $26,959charged $ and $0$, respectively, to operations as directors’ stock compensation expenses, respectively.
On November 16, 2020, the Company entered into a restricted stock awardconsulting agreement under the 2014 Omnibus Long-Term Incentive Plan with a new independent director.consultant for consulting and strategy services effective on November 16, 2020 for a one-year term. The Company agreed to grant 12,195the consultant shares of the Company’s common stock, to the new independent director with a grant date ofvesting % on February 15, 2021, % on May 19, 2015. The restricted period lapsed as to 25% of the restricted stock15, 2021, % on September 30, 2015, December 31, 2015, March 31, 2016August 15, 2021 and September 30, 2016, subject to the director remaining in the continuous service of the Company or its affiliates% on each applicable vesting date.November 15, 2021. The fair value of thesethe shares was $38,292,$39,600, which was calculated based on the stock price of $3.14$ per share on May 19, 2015.November 16, 2020 and is being amortized over the service term. The shares were issued pursuant to the Plan. During the nine months and three months ended September 30, 2016,2021, the Company amortized $14,478charged $ and $0$, respectively, to operations as directors’ stock compensation expenses, respectively.consulting expenses.
| 21 |
Shares and Options Issued to Independent Directors
On August 9, 2016, the Board approved a restricted stock award agreement under the 2014 Omnibus Long-Term Incentive Plan with four independent directors. The Company agreed to grant $40,000 worth of stocks to each of its four independent directors. The restricted period lapses as to 25% of the restricted stock granted vested on September 30, 2016 based on the closing price of common stock on Nasdaq as of August 9, 2016, 25% of the restricted stock granted vested on December 31, 2016 based on the closing price of common stock on Nasdaq as of September 30, 2016, 25% of the restricted stock granted vested on March 31, 2017 based on the closing price of common stock on Nasdaq as of December 31, 2016, and 25% of the restricted stock granted vested on June 30, 2017 based on the closing price of common stock on Nasdaq as of March 31, 2017. During the nine and three months ended September 30, 2017, the Company amortized $96,438 and $17,096 as directors’ stock compensation expenses, respectively. During the nine and three months ended September 30, 2016, the Company amortized $23,233 as directors’ stock compensation expenses.
Shares Issued to Employees and Service Providers
On May 18, 2016,January 31, 2020, the Company entered into agreementsextended an employment agreement with three designers for product design servicesthe Company’s Corporate Secretary for a term of 24 months. The Company agreed to grant each designer 240,000 shares of the Company’s common stock. Twenty five percent (25%) of those shares vested or will vest on May 31, 2016, 25% on December 18, 2016, 25% on June 18, 2017 and the remaining 25% on December 18, 2017. The fair value of these shares was $388,800, which was calculated based on the stock price of $0.54 per share on May 18, 2016, the date the agreement was executed, and will be amortized over the service term. During the nine months ended September 30, 2017 and 2016, the Company amortized $145,401 and $72,434 as stock compensation expenses, respectively; and $48,999 for the three months ended September 30, 2017 and 2016.
On November 15, 2016,10, 2020, the Company entered intoextended an employment agreement with the Company’s Corporate Secretary for a designer for furniture design servicesterm of one year effective onfrom November 15, 2016 for 1 year.14, 2020. The Company agreed to grant an award of restricted Stock Units to the designer 100,000 shares ofofficer pursuant to the Company’s common stock.2014 Omnibus Long-Term Incentive Plan. The fair value of the 100,000these shares was $294,000,$11,880, which was calculated based on the stock price of $2.94$ per share on November 15, 2016 and will be amortized over10, 2020, the service term. Twenty-five percent (25%)date the award was determined by the Compensation Committee of those shares vested on February 15, 2017, 25% on May 15, 2017, 25% will vest on August 15, 2017 and the remaining 25% will vestBoard of Directors, vesting % on November 15, 2017.10, 2020, % on March 31, 2021, % on June 30, 2021 and % on September 30, 2021. During the nine months and three months ended September 30, 2017,2021, the Company amortized $220,500$ and $73,500$, respectively, to operations as stock compensation respectively.
Options Issued to Employees
On August 29, 2017 (the “Grant Date”),12, 2019, the compensation committee of the Board approved an option grantsgrant to the Company’s employeesChief Financial Officer to purchase an aggregate of 780,000 shares of the Company’s common stock (including options to purchase 100,000 shares and 35,000 shares to the Company’s President and CFO, respectively) at an exercise price of $1.26 $per shares,share, with a term of years, pursuant to the Company’s 2014 Omnibus Long-Term Incentive Plan. Fifty percent (50%) of those stock options vested immediately, and the remaining 50% will vest% vested on the six-month anniversary of the Grant Date.
The fair value of the option granted to employees isthe Chief Financial Officer in 2019 was recognized as compensation expense over the vesting period of the stock option award. The fair value of the optionsoption was calculated using the following assumptions,assumptions: estimated life of ten years, volatility of 84%%, risk free interest rate of 0.16%%, and dividend yield of 0%%. The fair value of 780,000the stock options was $643,182$18,318 at the grant date. During the nine months and three months ended September 30, 2017,2020, the Company recorded $321,591$ and $, respectively, to operations as stock compensation.
Number of Shares | Average Exercise Price per Share | Aggregate Intrinsic Value(1) | Weighted Average Remaining Contractual Term in Years | |||||||||||||
| Granted | 1,080,000 | $ | 1.37 | 5.00 | ||||||||||||
| Exercised | - | - | - | |||||||||||||
| Forfeited | - | - | ||||||||||||||
| Outstanding at September 30, 2017 | 1,080,000 | $ | 1.37 | 315,000 | 4.93 | |||||||||||
| Exercisable at September 30, 2017 | 465,000 | $ | 1.32 | 156,750 | 4.92 | |||||||||||
As of September 30, 2021, unrecognized share-based compensation expense was $.
Schedule Of Stock Option Activity
| Number of Shares | Average Exercise Price per Share | Weighted Average Remaining Contractual Term in Years | ||||||||||
| Outstanding at January 1, 2021 | 340,500 | $ | 5.97 | |||||||||
| Exercisable at January 1, 2021 | 5.97 | |||||||||||
| Granted | - | - | - | |||||||||
| Exercised | - | - | - | |||||||||
| Forfeited | - | - | - | |||||||||
| Outstanding at September 30, 2021 | 340,500 | $ | 5.97 | |||||||||
| Exercisable at September 30, 2021 | 340,500 | $ | ||||||||||
| (1) | The intrinsic value of the stock options at September 30, |
| 22 |
Statutory Reserves
As a U.S. holding company, the Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s former PRC subsidiary, Nova Macao, only out of the subsidiary’s retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Nova Macao. Pursuant to the corporate laws of the PRC and Macao, including the PRC Regulations on Enterprises with Foreign Investment, Nova Macao is required to maintain a statutory reserve by appropriating from after-tax profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings. As a result of the PRCMacau laws and regulations described below that require such annual appropriations of 10% of after-tax income to be set aside prior to payment of dividends as a general statutory reserve fund until such reserve balance reaches 50% of the subsidiary’s registered capital. Nova Macao is restricted in its ability to transfer a portion of its net assets to the Company as a dividend.
Surplus Reserve Fund
Nova Dongguan and Ding Nuo, such subsidiaries were required to transfer 10% of net income, as determined under PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the subsidiary’s registered capital. The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholdersMacao dissolved in proportion to their shareholdings or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issuance is not less than 25% of the registered capital.
Note 13 - Geographical Sales
Geographical distribution of sales consisted of the following for the nine months and three months ended September 30, 20172021 and 2016:2020:
Schedule of Revenue From External Customers by Geographic Area
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Geographical Areas | ||||||||||||||||
| North America | $ | 9,237,435 | $ | 7,365,659 | $ | 2,850,262 | $ | 3,099,042 | ||||||||
| Asia (excluding China) | 248,118 | 422,336 | (2,028 | ) | 213,954 | |||||||||||
| Other countries | 312,601 | 25,824 | 68,337 | 2,677 | ||||||||||||
| Sales | $ | 9,798,154 | $ | 7,813,819 | $ | 2,916,571 | $ | 3,315,673 | ||||||||
Geographical location of identifiable long-lived assets as of September 30, 2021 and December 31, 2020:
Schedule of Long-lived Assets by Geographic Areas
September 30, 2021 | December 31, 2020 | |||||||
| Geographical Areas | ||||||||
| North America | $ | 1,792,808 | $ | 2,236,709 | ||||
| Asia (excluding China) | 670,984 | 536,551 | ||||||
| $ | 2,463,792 | $ | 2,773,260 | |||||
Note 14 - Lease
On June 17, 2013, the Company entered into a lease agreement for office, warehouse, storage, and distribution space in the United States with a five year term, commencing on November 1, 2013 and expiring on October 31, 2018. The lease agreement also provided an option to extend the term for an additional six years. On April 23, 2018, the Company extended the lease for another three years with an expiration date of October 31, 2021. On October 15, 2021, the Company extended the lease for another five years with an expiration date of October 31, 2026. The monthly rental payment is $42,000 with an annual 3% increase.
The Company has entered into several lease agreements for office and warehouse space in Commerce, California and showroom space in Las Vegas, Nevada and High Point, North Carolina (see Note 11) on monthly or annual terms.
On July 15, 2019, Nova Malaysia entered into a sublease agreement for warehouse space with a two-year term, expiring on July 14, 2021. The initial monthly rental payment was 20,000 Malaysia Ringgit ($4,841) and was increased to 35,000 Malaysia Ringgit ($8,473) effective August 1, 2020. On July 15, 2021, Nova Malaysia extended the lease for another two years with an expiration date of July 31, 2023.
On October 29, 2019, Nova Malaysia entered into a lease agreement for a showroom with a two-year term, commencing on December 1, 2019 and expiring on November 30, 2021. The monthly rental payment is 9,280 Malaysia Ringgit ($2,246).
| 23 |
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| Geographical Areas | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| North America | $ | 37,158,028 | $ | 52,539,699 | $ | 11,900,592 | $ | 22,529,655 | ||||||||
| Europe | 3,456,045 | 10,739,127 | - | 2,932,288 | ||||||||||||
| Australia | 24,690,606 | 3,445,635 | 17,992,912 | 1,356,201 | ||||||||||||
| Asia* | 5,020,746 | 3,596,850 | 3,329,121 | 1,748,750 | ||||||||||||
| Hong Kong | 461,943 | 2,194,115 | - | 1,897,420 | ||||||||||||
| Other countries | 26,046 | 233,546 | - | 74,604 | ||||||||||||
| $ | 70,813,414 | $ | 72,748,972 | $ | 33,222,625 | $ | 30,538,918 | |||||||||
On August 20, 2020, Nova Malaysia entered into a sublease agreement for an office and service center with a two-year term, commencing on September 1, 2020 and expiring on August 31, 2022. The monthly rental payment is 30,000 Malaysia Ringgit ($7,262).
Operating lease expense for the nine months and three months ended September 30, 2021 and 2020 was as follows:
Schedule of Lease Cost
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Operating lease cost – straight line | $ | 603,764 | $ | 384,108 | $ | 203,388 | $ | 107,745 | ||||||||
| Total lease expense | $ | 603,764 | $ | 384,108 | $ | 203,388 | $ | 107,745 | ||||||||
The following is a schedule, by years, of maturities of operating lease liabilities as of September 30, 2021:
Schedule of Operating Lease Liability Maturity
| 12 months ending September 30, | ||||
| 2022 | $ | 820,461 | ||
| 2023 | 731,242 | |||
| 2024 | 675,690 | |||
| 2025 | - | |||
| Thereafter | - | |||
| Total undiscounted cash flows | 2,227,393 | |||
| Less: imputed interest | (150,848 | ) | ||
| Present value of lease liabilities | 2,076,545 | |||
Lease Term and Discount Rate
| Weighted-average remaining lease term - years | ||||
| Operating leases - USA | 3.09 | |||
| Operating leases - Malaysia | 1.47 | |||
| Weighted-average discount rate (%) | ||||
| Operating leases - USA | 5.00 | % | ||
| Operating leases - Malaysia | 2.79 | % |
Note 1415 - Commitments and Contingencies
Legal Proceedings
On December 28, 2018, a federal putative class action complaint was filed by George Barney against the Company and its former and current CEOs and CFOs (Thanh H. Lam, Ya Ming Wong, Jeffery Chuang and Yuen Ching Ho) in the United States District Court for the Central District of California, claiming the Company violated federal securities laws and pursuing remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 (the “Barney Action”). Richard Deutner and ITENT EDV were subsequently appointed as lead plaintiffs and, on June 18, 2019, filed an Amended Complaint.
Plaintiffs seek to represent a class of entities acquiring Nova’s stock from December 3, 2015 through December 20, 2018. They claim that during this period the Company: (1) overstated its purported strategic alliance with a customer in China to operate as lead designer and manufacturer for all furnishings in its planned $460 million senior care center in China; and (2) inflated sales in 2016 and 2017 by recognizing significant sales to two allegedly non-existent customers. Plaintiffs claim that the falsity of these representations was exposed in a blog posted on the Seeking Alpha website in which it was claimed that an investigation failed to confirm the existence of several entities identified as significant customers.
Nova denies that there were any misstatements in its public disclosures. It also, inter alia, challenges plaintiffs’ ability to establish loss causation and damages.
On or about June 17, 2013,2021, Nova executed a Term Sheet with the lead plaintiffs to settle the Barney Action for payment of Seven Hundred and Fifty Thousand Dollars ($750,000). The Term Sheet, provides, inter alia, for execution of a definitive Settlement Stipulation, the parties to move the Court to certify a settlement class, for the Barney Action to be dismissed with prejudice, and for the full and final release of all claims all class members ultimately included within the class with respect to the transactions and occurrences challenged in the Amended Complaint. The Term Sheet also specifies that the defendants deny all liability and are settling simply to avoid the distraction and expense of further litigation. While the Term Sheet by its terms is binding, it is subject to several conditions, including the Court’s certification of a settlement class and finally approving the settlement, and provides defendants with the right to terminate if the number of opt-outs exceeds an agreed threshold. The parties are in the process of drafting the definitive settlement stipulation and ancillary settlement documents. While the precise amount is not presently ascertainable, most, if not all, of the settlement will be funded by Nova’s insurance carrier and the Company entered intoshould not incur any expense in excess of its self-insured retainer.
| 24 |
On March 8, 2019, in the United States District Court for the Central District of California, Jie Yuan (the “Jie Action”) filed a lease agreement for office, warehouse, storage, and distribution space with a five year term, commencingputative shareholder derivative lawsuit purportedly on November 1, 2013 and expiring on October 31, 2018. The lease agreement also provides an option to extend the term for an additional six years. The monthly rental payment is $42,000 with an annual 3% increase. The rent is recorded on a straight-line basis over the termbehalf of the lease.
On May 15, 2019, Wilson Samuels (the “Samuels Action”) filed a putative derivative complaint purportedly on November 1, 2013 and expiring on October 31, 2018. The Company subleased a portionbehalf of its warehouse space to one of its customers with a one-year term commencing on December 1, 2013 and expiring on November 30, 2014, which has been renewed every year with the current term expiring on October 31, 2017. On October 24, 2017, the Company renewed the sublease agreement with this customer for another one-year term commencing on November 1, 2017 and expiring on October 31, 2018. The sublease income of $5,400 per month was recorded against the rental expense. Duringsame current and former directors and officers named in the nine months endedJie Action other than Steven Qiang Liu. That action was filed in the United States District Court for the Central District of California. Samuels repeats the allegations of the Complaint in the Jie Action. Additionally, Samuels claims that, in announcing its change of auditing firms in September 30, 2017 and 2016, the Company recorded $48,600asserted that this change was made because its existing auditor ceased auditing public companies subject to regulation in the United States without disclosing that its new auditing firm was created in a merger of three accounting firms, including a firm whose registration was revoked by the Public Company Accounting Oversight Board. Samuels also claims that the Company redeemed its stock in reliance upon the same purported fraudulent recognition of revenues claimed in the putative class action. Samuels purports to state direct claims under Sections 10(b) and $60,231 sublease income, respectively; and $16,200 and $20,077 for the three months ended September 30, 2017 and 2016, respectively.
| 12 Months Ending September 30, | Amount | |||
| 2018 | $ | 596,600 | ||
| 2019 | 77,991 | |||
| 2020 | - | |||
| 2021 | - | |||
| 2022 | - | |||
| Thereafter | - | |||
| Total | $ | 674,591 | ||
On MayMarch 3, 2013,2020, the Company entered into an amended and restated employment agreement with Thanh H. Lamdefendants filed motions to serve asstay the Company’s president for a five-year term. The agreement provides for an annual salary of $80,000, a grant of 200,000 shares ofderivative actions until the Company’s common stock and an annual bonus at the sole discretion of the Board. The 200,000 sharesBarney Action is resolved or alternatively to be issued to Ms. Lam are subject to the terms of a stock award agreement. The first 50,000 shares of common stock were vested immediately, and the remaining shares vest at 50,000 shares per year for three years on each anniversary of the effective date of the stock award agreement. The fair value of the shares was baseddismiss on the stock price of $3.82 per share on May 3, 2013. During the nine months ended September 30, 2017 and 2016, the Company recorded $0 and $64,626, as stock-based compensationgrounds that plaintiffs’ failure to Ms. Lam, respectively. During the three months ended September 30, 2017 and 2016, the Company recorded $0, as stock compensation to Ms. Lam, respectively. On July 24, 2017, the Company and Thanh H. Lam entered into an amendment (the “Amendment”) to her amended and restated employment agreement, pursuant to which she serves as the Company’s Chief Executive Officer and President. The Amendment increased the annual salary of Ms. Lam from $80,000 to $100,000.
Other than the above, the Company is not currently a one-year employment agreement, effective as of August 22, 2017, with Jeffery Chuang,party to any legal proceeding, investigation or claim which, in the Company’s new CFO. The employment agreement provided for an annual salary of $50,000 to CFO and annual bonuses at the sole discretionopinion of the Boardmanagement, is likely to have a material adverse effect on the business, financial condition or results of Directors. The employment agreement also provides for a grant of options to purchase 35,000 shares of the Company’s common stock, which was described in the Note 11 – Stockholders’ equity.
Note 1516 - Subsequent Events
The Company has evaluated allsubsequent events that have occurred subsequent to September 30, 2017 through the date of the issuance of the condensed consolidated financial statements and the followingno subsequent event has beenis identified.
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CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Words such as “may,“may,” “will,“will,” “should,“should,” “could,“could,” “would,“would,” “expect,“expect,” “plan,“plan,” “anticipate,“anticipate,” “believe,“believe,” “estimate,“estimate,” “continue,“continue,” the negatives of such terms and other terms of similar meaning typically identify forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those listed under the heading “Risk Factors” “Risk Factors” and those listed in our 2016Annual Report on Form 10-K.10-K for the year ended December 31, 2020 (the “2020 Form 10K). The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report and in our 20162020 Form 10-K. Unless the context otherwise requires, references in this report to “we,“we,” “us,“us,” “Nova,“Nova,” “Nova Lifestyle” “Nova Lifestyle” or the “Company” “Company” refer to Nova Lifestyle, Inc. and its subsidiaries.
Item 2. Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
Safe Harbor Declaration
The following discussion and analysis isare based upon our financial statements as of the dates and for the periods presented in this section. You should read this discussion and analysis in conjunction with the financial statements and notes thereto found in Part I, Item 1 of this Form 10-Q and our consolidated financial statements and notes thereto included in our 2016annual report on Form 10-K.10-K for the fiscal year ended December 31, 2020 (the “2020 Form 10-K”). All references to the third quarter and first nine months of 20172021 and 20162020 mean the three and nine-month periods ended September 30, 20172021 and 2016, respectively.2020. In addition to historical information, the following discussion and other parts of this report contain certain forward-looking information. When used in this discussion, the words, “believes,“believes,” “anticipates,“anticipates,” “expects” “expects” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from projected results, due to a number of risks, uncertainties and factors beyond our control. We do not undertake to publicly update or revise any of these forward-looking statements, even if experience or future changes show that the indicated results or events will not be realized. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Readers also are urged to carefully review and consider our discussions regarding the various factors that affect the company’scompany’s business, which are described in this section and elsewhere in this report. For more information, see our discussion of risk factors located at Part I, Item 1A of our 20162020 Form 10-K.
Overview
Nova LifeStyle, Inc. is a broad based distributor and retailer of contemporary styled residential and commercial furniture incorporated into a dynamic marketing and sales platform offering retail as well as online selection and global purchase fulfillment globally.fulfillment. We monitor popular trendingtrends and workproducts to create design elements that are then integrated into our product lines that can be used as both stand-alone or whole-room and home furnishing solutions. Through our global network of retailers, e-commerce platforms, stagers and hospitality providers, Nova LifeStyle also sells (through an exclusive third partythird-party manufacturing partner) a managed variety of high quality bedding foundation components.
Nova LifeStyle’s brand family currently includes Diamond Sofa (www.diamondsofa.com), Colorful World, Giorgio Mobili, and Bright Swallow.
Our customers principally consist of distributors and retailers havingwith specific geographic coveragesterritories that deploy middle to high end private label home furnishings havingwhich have very little competitive overlap withinwith our specific furnishingsfurnishing products or product lines. Nova LifeStyle is constantly seeking to integrate new sources of distribution and manufacturing that are properly aligned with our growth strategy, thus allowingstrategy. This allows us to continually focus on building both same store sales growth as well as drive the expansion of our overall distribution and manufacturing relationships through a deployment of popular, as well as trend-based, furnishing solutions worldwide.
We are a U.S. holding company with no material assets in the U.S. other than the ownership interests of our wholly owned subsidiaries through which we market, design and sell residential and commercial furniture worldwide: Nova Macao,Furniture Limited domiciled in the British Virgin Islands (“Nova Furniture”), Nova Furniture Ltd. domiciled in Samoa (“Nova Samoa”), Diamond Bar Outdoors, Inc. domiciled in California (“Diamond Bar”), Nova Living (M) SDN. BHD. domiciled in Malaysia (“Nova Malaysia”) and Nova Living (HK) Group Limited domiciled in Hong Kong (“Nova HK”). The Company had two former subsidiaries Bright Swallow International Group Limited domiciled in Hong Kong (“Bright Swallow” or “BSI”) which was sold in January 2020 and Diamond Bar. Nova Furniture Macao Commercial Offshore Limited domiciled in Macao (“Nova Macao”) which was organizedde-registration and liquidation in January 2021.
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On December 7, 2017, we incorporated i Design Blockchain Technology, Inc. (“i Design”) under the laws of Macao on May 20, 2006. Nova Macaothe State of California. The purpose of i Design is a wholly owned subsidiaryto build our own blockchain technology team. i Design is in the planning stage and has had minimum operations to date. On December 12, 2019, we became the sole shareholder of Nova Lifestyle. Diamond BarLiving (M) SDN. BHD. (“Nova Malaysia”), a company incorporated on July 26, 2019 under the laws of Malaysia. Nova Malaysia is a California corporation organized on June 15, 2000, whichto market and sell high-end physiotherapeutic jade mats for use in therapy clinics, hospitality, and real estate projects in Malaysia and other regions in Southeast Asia.
On January 7, 2020, we acquiredtransferred our entire interest in Bright Swallow to Y-Tone (Worldwide) Limited an unrelated third party, for cash consideration of $2,500,000 million, pursuant to a stock purchaseformal agreement entered into on August 31, 2011. January 7, 2020. We received the payment on May 11, 2020.
On April 24, 2013, we acquired allOctober 14, 2020, Nova Macao’s offshore license was invalidated by the Macao Trade and Investment Promotion Institute under the order of Repeal of Legal Regime of the outstanding stock of Bright Swallow;Offshore Services by Macao Special Administrative Region. Nova Macao then entered a de-registration process and its business has been taken over by Nova HK. Nova Macao completed the purchase pricede-registration and liquidation process in January 2021.
On November 5, 2020, Nova LifeStyle, Inc. acquired Nova Living (HK) Group Limited (“Nova HK”) which was $6.5 millionincorporated in cash and was fully paid at the closing of the acquisition.
Our experience developing and marketing products for international markets has enabled us to develop the scale, logistics, marketing, manufacturing efficiencies and design expertise that serve as the foundation for us to expand aggressively into the highly attractive U.S., Canadian, European, Australian,Mexico, Honduras, Dominican Republic, Asian and Middle Eastern markets.
Due to the recent imposition of significant trade tariffs on importation from China to the United States and the adverse effect such policies have on our operations, we are actively pursuing alternative product lines with positive growth potential. One such area pertains to the health-oriented furniture segment which continues to experience popularity, particularly in Asia. Since the second quarter of 2019, we have developed a line of high-end physiotherapeutic jade mats with China-based manufacturing partners for use in therapy clinics, hospitality, and real estate projects in Asia. We launched our first flagship showroom/retail store in Kuala Lumpur, Malaysia in late 2019, which, after a COVID-19 related closing, was reopened in May 2020. On August 28, 2020, after few months reopening, Malaysia government extended Movement Control Order to prohibit the businesses to open to public until March 5, 2021 to contain the spread of COVID-19. After the re-opening on March 5, 2021, Malaysia imposed a new nationwide lockdown on May 12, 2021 until early June 2021 which was subsequently extended to early October 2021. In October 2021, the Order has been lifted for people who are fully vaccinated and our stores are reopened now. We expect that our flagship showroom/retail store will serve as one of our primary distribution channels in Malaysia. Marketing of jade mats will focus on their premium therapeutic qualities and target health conscious general consumers and professionals. We have limited experience with operations in Southeast Asia and considerable management attention and resources may be required to manage these new markets and product lines. We may be subject to additional risks including credit risk, currency exchange rate fluctuations, foreign exchange controls, import and export requirements, potentially adverse tax consequences and higher costs associated with doing business internationally.
Beginning in 2020, a strain of novel coronavirus (“COVID-19”) has spread globally including the U.S. and Malaysia. In March 2020, the World Health Organization declared the COVID-19 a pandemic. In response to the evolving dynamics related to the COVID-19 outbreak, the Company has been following the guidelines of local authorities as it prioritizes the health and safety of its employees, contractors, suppliers and retail partners. The Company’s two showrooms and warehouse in Malaysia was closed from March, 2020 to May, 2020. The Los Angeles facility closed on March 16, 2020 and reopened in full operation on June 1, 2020. On May 12, 2020, the Company’s Kuala Lumpur office and warehouse reopened for business. On August 28, 2020, the Malaysia government extended the shutdown order to all business until March 5, 2021 After the re-opening on March 5, 2021, Malaysia government imposed a new nationwide lockdown on May 12, 2021 until early June 2021 which was subsequently extended to early October 2021. In October 2021, the Order has been lifted for people who are fully vaccinated and our stores are reopened now. The third-party contract manufacturers that the Company utilizes in China were closed from the beginning of the Lunar New Year Holiday at the end of January 2020 through the beginning of March 2020. Certain of the Company’s new products are being sourced from manufacturers in India starting in 2020. The factories in India suspended their operations as a result of the COVID-19 pandemic during March through early May 2020. Currently, the factories in India are open for operations. Shipping of products from Asia has experienced significant delays since the onset of the pandemic and the costs of shipping from Asia have increased since the onset; and we has experienced and may continue to experience shipping disruptions in the future. Finally, the Company expects that the impact of the COVID-19 outbreak on the United States and world economies will continue to have a material adverse impact on the demand for its products. Because of the significant uncertainties surrounding the COVID-19 pandemic, the extent of the future business interruption and the related financial impact cannot be reasonably estimated at this time.
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While there can be no assurance, at the present time we expect the outbreak-related circumstances to result in material impairments of our inventory of Jade Mattress in Malaysia that significantly affect management’s judgements in assessing the fair value of our assets.
Discontinued Operations
Towards the end of 2019, our Board of Directors determined to discontinue its marketing efforts in Canada and committed to a plan to dispose of Bright Swallow. On January 7, 2020, we transferred our entire interest in Bright Swallow to Y-Tone (Worldwide) Limited an unrelated company incorporated in British Virgin Islands (“Kuka Design BVI” or “Buyer”). Pursuantthird party, for cash consideration of $2,500,000, pursuant to the terms of the Agreement, the Seller sold all of the outstanding equity interests in Nova Dongguan, a wholly owned subsidiary of the Seller, to the Buyer for a total of $8,500,000 (the “Transaction”), which such value was primarily derived from Nova Dongguan and Nova Donguan’s wholly owned subsidiary, Nova Museum, and 90.97% owned subsidiary, Ding Nuo. Upon consummation of the Transaction on October 25, 2016, the Buyer became the sole owner of Nova Dongguan. The purchase price of $8,500,000 was fully paid on October 6, 2016.
Principal Factors Affecting Our Financial Performance
At the beginning of 2019, we commenced a transition of our business. We began moving away from low margin products. This move was intended to improve our gross profit margin, receivable collections and net profitability, and to increase our return on long-term equity. We decided to terminate sales and marketing efforts to customers that represented a high purchase volume but low profit margin, and we adjusted our product line, which included the launch of our Summer 2019 Collection in the Las Vegas Market, with a view to attracting a higher-end ultimate customer. We believe these new strategies, will provide us with significant long term growth opportunities. The transition has and is expected to continue to adversely impact our revenue and our net profit in the short-term as we roll out new products and market those products to our existing client base and to new potential customers better suited for the higher end products, and as we assess our new products’ market acceptance. Significant factors that we believe could affect our operating results are the (i) prices of our products to our international retailer and wholesaler customers and their markups to end consumers; (ii) consumer acceptance of our new brands and product collections; and (iii) general economic conditions in the U.S., Canadian, EuropeanChinese, and other international markets.markets; and (iii) trade tariffs imposed by the United States on certain products manufactured in China; and (iv) the consequences of the COVID-19 outbreak throughout the world; and (v) continued significant delays in the receipt of shipments of our products from Asia and increased costs of shipping from Asia. We believe most of our customers are willing to pay higher prices for our high quality and stylish products, timely delivery, and strong production capacity at price levels which we expect will allow us to maintain a relatively high gross profit marginsmargin for our products. We have diversifieddo not manufacture our products, but instead we utilize third-party manufacturers. In response to the tariffs imposed by acquiring the Diamond Sofa brandUnited States on certain products manufactured in China, we are in the U.S. marketprocess of shifting a portion of our product manufacturing from third-party manufacturers located in China to third-party manufacturers located in other parts of Asia, such as Vietnam, India and/or Malaysia, countries unaffected by the tariffs. Implementation of a relocation of manufacturing (which by necessity includes an assessment of the factory’s ability to deliver the quantity of the product, in accordance with the Company’s specifications, and developing higher-marginin accordance with the Company’s quality control requirements) is time-consuming, but a portion of our manufacturing has been transitioned to Malaysia and India starting in 2020 and we expect that more of our manufacturing will be transitioned to one or more of these venues once the COVID-19 outbreak dissipates. Some of our manufacturing will continue to be performed in China because the intellectual know-how necessary to manufacture certain products for the U.S. and international markets, and acquiring Bright Swallow for the Canadian market.is not generally available in other Asian countries. Consumer preference trends favoring high quality and stylish products and lifestyle-based furniture suites should also should allow us at least to maintain our high gross profit margins. SomeThe markets in North America (excluding the United States) and particularly in Europe remain challenging because such markets are experiencing a slower than anticipated recovery sinceslow-down and may be entering a recession due to the international financial crisis that began in 2008. However, we believe that discretionary purchases of furniture by middle to upper middle-income consumers, our target global consumer market, will increase along with expected growth in the worldwide furniture trade and the recovery of housing markets. Furthermore, we believe that our expansion of direct sales in the U.S. will have a positive impact on our net sales and net income, while helping to diversify our customer base and end consumer markets.
Critical Accounting Policies
While our significant accounting policies are described more fully in Note 2 to our accompanying unaudited condensed consolidated financial information has been prepared in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (1)statements, we believe the reported amounts of our assets and liabilities, (2) the disclosure of our contingent assets and liabilities at the end of each fiscal period and (3) the reported amounts of revenues and expenses during each fiscal 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 from those estimates. Some of ourfollowing accounting policies require a higher degree of judgment than othersare the most critical to aid you in their application. fully understanding and evaluating this Management’s Discussion and Analysis.
There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies previously disclosedand estimates described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements “Summaryhave been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for Nova LifeStyle and its subsidiaries, Diamond Bar, i Design, Nova Furniture, Nova Samoa, Nova Malaysia, Nova HK and its former subsidiaries, Bright Swallow and Nova Macao.
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Use of Estimates
In preparing condensed consolidated financial statements in conformity with U.S. GAAP, we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant Accounting Policies – estimates and assumptions made by us, include but are not limited to, revenue recognition, the allowance for bad debt, valuation of inventories, the valuation of stock-based compensation, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, assumptions used in assessing impairment of long-lived assets and goodwill. Actual results could differ from those estimates.
Accounts Receivable
Our accounts receivable arises from product sales. We do not adjust receivables for the effects of a significant financing component at contract inception if we expect to collect the receivables in one year or less from the time of sale. We do not expect to collect receivables greater than one year from the time of sale. Our policy is to maintain an allowance for potential credit losses on accounts receivable. We review the composition of accounts receivable and analyze historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. We maintained an allowance for bad debt of $1,873 and $6,371 as of September 30, 2021 and 2020, respectively. During the nine months ended September 30, 2021 and 2020, bad debts (reversal) expense from continuing operations were ($3,328) and $2,429, respectively; and $262 and $2,458 for the three months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, we had gross receivable of $187,270 of which $4,664 was over 90 days past due. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing trade accounts receivable. We determine the allowance based on historical bad debt experience, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns.
Advances to Suppliers
Advances to suppliers are reported net of allowance when we determine that amounts outstanding are not likely to be collected in cash or utilized against purchase of inventories. Based on our historical records and in normal circumstances, we generally receive goods within 5 to 9 months from the date the advance payment is made. Due to the COVID-19 pandemic, the freight transportation of the products from our international suppliers have been delayed or suspended during the outbreak. As such, no reserve on supplier prepayments has been made or recorded by us. Any provisions for allowance for advance to suppliers, if deemed necessary, will be included in general and administrative expenses in the consolidated statements of operations.
Income Taxes
Income taxes are accounted for using an asset and liability method. 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.
We follow ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.
Under the provisions of ASC Topic 740, when tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
Nova Lifestyle, Inc. and Diamond Bar are subject to U.S. federal and state income taxes. Nova Furniture BVI and Bright Swallow were incorporated in the BVI, Nova Samoa was incorporated in Samoa and Nova Macao was incorporated in Macau. There is no income tax for companies domiciled in the BVI, Samoa and Macau. Accordingly, the Company’s condensed consolidated financial statements do not present any income tax provisions related to the BVI, Samoa and Macau tax jurisdictions where Nova Furniture BVI and Bright Swallow, Nova Samoa and Nova Macao are domiciled. Nova Malaysia is incorporated in Malaysia and is subject to Malaysia income taxes. Nova HK is incorporated in Hong Kong and is subject to Hong Kong income taxes.
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The Tax Cuts and Jobs Act of 2017 (the “Act”) created new taxes on certain foreign-sourced earnings such as global intangible low-taxed income (“GILTI”) under IRC Section 951A, which is effective for the Company for tax years beginning after January 1, 2018. For the quarter ended September 30, 2021, the Company has calculated its best estimate of the impact of the GILTI in its income tax provision in accordance with its understanding of the Act and guidance available as of the date of this filing.
Revenue Recognition
We recognize revenues when our customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. We recognize revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.
Revenue from product sales is recognized when the customer obtains control of our product, which typically occurs upon delivery to the customer. We expense incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.
Revenue from product sales is recorded net of reserves established for applicable discounts and allowances that are offered within contracts with our customers.
Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to our customer.
Our sales policy allows for the return of product within the warranty period if the product is defective and the defects are our fault. As alternatives for the product return option, the customers have the option of asking us for a discount for products with quality issues, or of receiving replacement parts from us at no cost. The amount of reserves for return of products, the discount provided to the customers, and cost for the replacement parts were immaterial for the nine months and three months ended September 30, 2021 and 2020.
We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling expenses on our consolidated statements of operations.
Foreign Currency Translation and Transactions
The accompanying unaudited condensed consolidated financial statements are presented in United States Dollar (“$” or “USD”), which is also the functional currency of Nova LifeStyle, Nova Furniture, Nova Samoa, Nova Macao, Bright Swallow, Diamond Bar, Nova HK and i Design.
The Company’s subsidiary with operations in Malaysia uses its local currency, Malaysian Ringgit (“RM”), as its functional currency. An entity’s functional currency is the currency of the primary economic environment in which it operates, which is normally the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.
Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of operations.
The financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Stockholders’ equity accounts are translated using the historical exchange rates at the date the entry to stockholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the balance sheets.
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Translation of amounts from RM into U.S. dollars has been made at the following exchange rates:
| Balance sheet items, except for equity accounts | ||
| September 30, 2021 | RM4.19 to 1 | |
| December 31, 2020 | RM4.02 to 1 | |
| Income statement and cash flow items | ||
| For the nine months ended September 30, 2021 | RM4.13 to 1 | |
| For the nine months ended September 30, 2020 | RM4.23 to 1 |
Segment Reporting
ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the company for making operating decisions, assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.
We determined that our operations constitute a single reportable segment in accordance with ASC 280. We operate exclusively in one business and industry segment: the design and sale of furniture.
We concluded that we had one reportable segment under ASC 280 because Diamond Bar is a furniture distributor based in California focusing on customers in the US, Bright Swallow was a furniture distributor focusing on customers primarily in Canada, Nova Macao was a furniture distributor based in Macao focusing on international customers, Nova HK is a furniture distributor based in Hong Kong focusing on international customers and Nova Malaysia is a furniture retailer and distributor focusing on customers primarily in Malaysia. Each of our subsidiaries is operated under the same senior management of our company, and we view the operations of Diamond Bar, Bright Swallow, Nova Macao, Nova HK and Nova Malaysia as a whole for making business decisions. Our long-lived assets are mainly property, plant and equipment located in the United States and Malaysia for administrative purposes.
Net sales to customers by geographic area are determined by reference to the physical product shipment delivery locations requested by our customers. For example, if the products are delivered to a customer in the U.S., the sales are recorded as generated in the U.S.; if the customer directs us to ship its products to China, the sales are recorded as sold in China.
New Accounting Pronouncements”
Recently Adopted Accounting Standards
In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. ASU 2019-12 was effective January 1, 2021. The adoption of ASU 2019-12 did not have any impact on our consolidated financial statement presentation or disclosures.
In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. We adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on our consolidated financial statement presentation or disclosures.
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Recently Issued But Not Yet Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 is to be adopted on a modified retrospective basis. As a smaller reporting company, ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. We are currently evaluating the impact that the adoption of ASU 2016-13 will have on our consolidated financial statement presentations and disclosures.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 of the two-step goodwill impairment test, under which a goodwill impairment loss was measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 requires only a one-step quantitative impairment test, whereby a goodwill impairment loss is measured as the excess of a reporting unit’s carrying amount over its fair value (not to exceed the total goodwill allocated to that reporting unit). Adoption of the ASUs is on a modified retrospective basis. As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. We are currently evaluating the impact that the adoption of ASU 2017-04 will have on our consolidated financial statement presentation or disclosures.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a discussionmodification of relevant pronouncements.
We do not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on our financial statement presentation or disclosures.
Results of Operations
Comparison of three monthsThree Months Ended September 30, 20172021 and 2016
The following table sets forth the results of our operations for the three months ended September 30, 20172021 and 2016.2020. Certain columns may not add due to rounding.
| Three Months Ended September 30, | ||||||||||||||||
| 2017 | 2016 | |||||||||||||||
| $ | % of Sales | $ | % of Sales | |||||||||||||
| Net sales | 33,222,625 | 30,538,918 | ||||||||||||||
| Cost of sales | (27,323,972 | ) | (82 | %) | (25,935,832 | ) | (85 | %) | ||||||||
| Gross profit | 5,898,653 | 18 | % | 4,603,086 | 15 | % | ||||||||||
| Operating expenses | (3,128,520 | ) | (9 | %) | (3,541,885 | ) | (12 | %) | ||||||||
| Income from operations | 2,770,133 | 8 | % | 1,061,201 | 3 | % | ||||||||||
| Other expenses, net | (75,534 | ) | (- | %) | (116,926 | ) | (- | %) | ||||||||
| Income tax benefit | (262,034 | ) | (1 | %) | (100,656 | ) | (- | %) | ||||||||
| Income from continuing operations | 2,956,633 | 9 | % | 1,044,931 | 3 | % | ||||||||||
| Loss from discontinued operations | - | - | (743,594 | ) | (2 | %) | ||||||||||
| Net income | 2,956,633 | 9 | % | 301,337 | 1 | % | ||||||||||
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | |||||||||||||||
| $ | % of Sales | $ | % of Sales | |||||||||||||
| Net sales | $ | 2,916,571 | $ | 3,315,673 | ||||||||||||
| Cost of sales | (1,517,032 | ) | (52 | )% | (9,905,852 | ) | (299 | )% | ||||||||
| Gross profit (loss) | 1,399,539 | 48 | % | (6,590,179 | ) | (199 | )% | |||||||||
| Operating expenses | (2,546,381 | ) | (87 | )% | (1,652,777 | ) | (50 | )% | ||||||||
| Loss from operations | (1,146,842 | ) | (39 | )% | (8,242,956 | ) | (249 | )% | ||||||||
| Other expenses, net | (82,258 | ) | (3 | )% | (52,315 | ) | (2 | )% | ||||||||
| Income tax (expenses) benefit | (167,532 | ) | (6 | )% | 118,261 | 4 | % | |||||||||
| Loss from continuing operations | (1,396,632 | ) | (48 | )% | (8,177,010 | ) | (247 | )% | ||||||||
| Loss from discontinued operations | - | - | % | - | - | % | ||||||||||
| Net loss | (1,396,632 | ) | (48 | )% | (8,177,010 | ) | (247 | )% | ||||||||
Net Sales
Net sales from continuing operations for the three months ended September 30, 2017,2021 were $33.22$2.92 million, an increasea decrease of 9%12% from $30.54$3.32 million in the same period of 2016.2020. This increasedecrease in net sales resulted primarily from an 82%a 25.63% decrease in sales volume, partially offset by a 18.28% increase in average selling price, which was partially offset by a 40% decrease in sales volume.price. Our three largest selling product categories in the three months ended September 30, 20172021 were television cabinets, sofas, beds and dining tables,table, which accounted for approximately 48%40%, 32%14% and 6%8% of sales from our continuing operations, respectively. OurIn the three months ended September 30, 2020, the three largest selling product categories were sofas, beds and coffee table, which accounted for approximately 50%, 13%and 9% of sales from our continuing operations, respectively.
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The $0.40 million decrease in net sales from continuing operations in the three months ended September 30, 2016 were sofas, beds and dining tables, which accounted for approximately 57%, 15% and 6% of sales, respectively.
Cost of 2017. We do not anticipate that such significantSales
Cost of sales orders will continue in the near future from this client. North Americancontinuing operations consists primarily of costs of finished goods purchased from third-party manufacturers. Total cost of sales from continuing operations decreased 47%by 85% to $11.90$1.52 million in the three months ended September 30, 2017,2021, compared to $22.53$9.91 million in the same period of 2016, primarily2020. Cost of sales as a percentage of sales decreased to 52% in the three months ended September 30, 2021, compared to 299% in 2020. The decrease of cost of sales in dollar term, and cost of sales as a percentage of sales, is a result of two related factors: (a) no inventory write-down in the third quarter of 2021, compared to our write-down of $7.77 million of our slow-moving inventory in the same period of 2020; (b) a change in the mix of our products sold as a result of our suspension of operations in Malaysia due to the abandonmentCOVID-19. Due to Malaysia government’s extended shut down orders caused by prolonged COVID-19 pandemic, our Malaysian operations have been curtailed.
Moreover, total cost of sales of lower price and quality products after the sale of our factory in China in connection with our discontinued operations. We aggressively changed our product mix and our sales and marketing strategiesfrom continuing operations decreased by 29% to offer high margin products to customers. Sales to Asia, excluding Hong Kong, were $3.33$1.52 million in the three months ended September 30, 2017, an increase2021, compared to total cost of 90% from $1.75sales of $2.14 million which excluded our write down of $7.77 million of our slow-moving inventories in the same period of 2016,2020. The decrease was primarily due toresulted from the increasesdecrease of sales orders from customers in the region. We had no sales to Europe, Hong Kong, and other countries in the three months ended September 30, 2017, compared to $4.90 million in the same period of 2016, primarily due to the fact that we stopped selling low margin products to customers. We aggressively changed our sales strategy to aim for sales of high margin products. We will continue to pursue marketing efforts in these regions and we anticipate that sales to these regions will increase in near future.
Gross Profit
Gross profit increased by 28% to $5.90from continuing operations was $1.40 million in the three months ended September 30, 2017,2021, compared to $4.60gross loss of $6.59 million in the same period of 2016.2020, representing an increase in gross profit of $7.89 million. The increase was primarily due to no slow-moving inventory was written down in the three months ended September 31, 2021, compared with our write down of $7.77 million of our slow-moving inventory in the same period of 2020. Our gross profit margin increased to 18%was 48% in the three months ended September 30, 2017,2021, compared to 15%a gross profit margin of 36%, excluding our write down of $7.77 million of our slow-moving inventory, in the same period of 2016.2020. The increase in gross profit margin resulted primarily from decreased costis a result of sales as a percentagethe sale of net sales, which was mainly due to a decreased cost ofhigher quality products purchased from third parties.
Operating Expenses
Operating expenses consistfrom continuing operations consisted of selling, and general and administrative expenses and research and development expenses. Operating expenses were $3.13$2.55 million in the three months ended September 30, 2017,2021, compared to $3.54$1.65 million in the same period of 2016.2020. Selling expenses decreasedincreased by 51%153%, or $1.05$0.80 million, to $1.00$1.32 million in the three months ended September 30, 2017,2021, from $2.05$0.52 million in the same period of 2016,2020, primarily due primarily to decreased salesincreased marketing and marketing expense since we decreased advertising on shows and television in the U.S. Generalexpenses. In addition, general and administrative expenseexpenses increased by 42%8%, or $0.63$0.09 million, to $2.12$1.22 million in the three months ended September 30, 2017,2021, from $1.49$1.13 million in the same period of 2016,2020, primarily due to increasesan increase in stock compensationresearch and development expenses of approximately $477,000 and amortization expense of approximately $231,000 on our intangible assets (see note 6 to our condensed consolidated financial statements), notwithstanding a decrease in bad debt expense of approximately $274,000.
Other Expenses, Net
Other expenses, net, from continuing operations was $75,534$82,258 in the three months ended September 30, 2017,2021, compared with $116,926other expenses, net, of $52,315 in the same period of 2016,2020, representing a decreasean increase in other expenseexpenses of $0.04 million.$29,943. The decreaseincrease in other expenseexpenses was due primarily to the decreasedwrite-off of interest income for an unrelated party (see Note 9), resulting in interest expense, on our linesnet amounted to $31,755 for the three months ended September 30, 2021 from interest expense, net of credit to $40,932$644 in the same period of 2020.
Income Tax (Expenses) Benefit
Income tax expense from continuing operations was $167,532 in the three months ended September 30, 2017 from $96,5352021, compared with income tax benefit of $118,261 in the same period of 2016, which2020. The income tax expense was partially offset byprimarily related to payable true up for the one-time transition tax commencing in April 2018 as the result of the tax examination of Internal Revenue Service.
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Loss from Continuing Operations
As a decrease in non-operating incomeresult of $16,623 to $0 in the three month ended September 30, 2017foregoing, our loss from $16,623 in the same period of 2016.
Loss from Discontinued Operations
On January 7, 2020, we transferred our entire interest in Bright Swallow to Y-Tone (Worldwide) Limited, an unrelated third party, for cash consideration of $2.50 million, pursuant to a formal agreement entered into on January 7, 2020. We received the payment on May 11, 2020. Operations of Bright Swallow were sold on October 25, 2016, Nova Dongguan, Nova Museum, and Ding Nuo, are reported as discontinued operations in ourthe accompanying unaudited condensed consolidated financial statements. Lossstatements for all periods presented. We had no income from discontinued operations net of tax, was approximately $0.74 million forin the three months ended September 30, 2016.
Net Income
As a result of the foregoing, our net incomeloss was $2.96$1.40 million in the three months ended September 30, 2017,2021, compared with $0.30$8.18 million infor the same period of 2016. Our net profit margin from continuing operations was 8.90% in the three months ended September 30, 2017, as compared with 3.42% of net profit margin from continuing operations and 1% of net profit margin in the same period of 2016.
Comparison of Nine Months Ended September 30, 20172021 and 2016
The following table sets forth the results of our operations for the nine months ended September 30, 20172021 and 2016.2020. Certain columns may not add due to rounding.
| Nine Months Ended September 30, | ||||||||||||||||
| 2017 | 2016 | |||||||||||||||
| $ | % of Sales | $ | % of Sales | |||||||||||||
| Net sales | 70,813,414 | 72,748,972 | ||||||||||||||
| Cost of sales | (58,741,122 | ) | (83 | %) | (62,091,435 | ) | (85 | %) | ||||||||
| Gross profit | 12,072,292 | 17 | % | 10,657,537 | 15 | % | ||||||||||
| Operating expenses | (10,298,665 | ) | (15 | %) | (9,114,324 | ) | (13 | %) | ||||||||
| Income from operations | 1,773,627 | 3 | % | 1,543,213 | 2 | % | ||||||||||
| Other expenses, net | (218,955 | ) | (- | %) | (293,884 | ) | (- | %) | ||||||||
| Income tax (benefit) expense | (750,037 | ) | (1 | %) | 60,063 | - | % | |||||||||
| Income from continuing operations | 2,304,709 | 3 | % | 1,189,266 | 2 | % | ||||||||||
| Loss from discontinued operations | - | - | (1,476,572 | ) | (2 | %) | ||||||||||
| Net income (loss) | 2,304,709 | 3 | % | (287,306 | ) | (- | %) | |||||||||
| Nine Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | |||||||||||||||
| $ | % of Sales | $ | % of Sales | |||||||||||||
| Net sales | $ | 9,798,154 | $ | 7,813,819 | ||||||||||||
| Cost of sales | (11,025,436 | ) | (113 | )% | (12,753,072 | ) | (163 | )% | ||||||||
| Gross loss | (1,227,282 | ) | (13 | )% | (4,939,253 | ) | (63 | )% | ||||||||
| Operating expenses | (6,964,266 | ) | (71 | )% | (4,663,111 | ) | (60 | )% | ||||||||
| Loss from operations | (8,191,548 | ) | (84 | )% | (9,602,364 | ) | (123 | )% | ||||||||
| Other expenses, net | (133,555 | ) | (1 | )% | (195,977 | ) | (2 | )% | ||||||||
| Income tax (expenses) benefit | (180,593 | ) | (2 | )% | 93,116 | 1 | % | |||||||||
| Loss from continuing operations | (8,505,696 | ) | (87 | )% | (9,705,225 | ) | (124 | )% | ||||||||
| Loss from discontinued operations | - | - | % | (326,531 | ) | (4 | )% | |||||||||
| Net loss | (8,505,696 | ) | (87 | )% | (10,031,756 | ) | (128 | )% | ||||||||
Net Sales
Net sales from continuing operations for the nine months ended September 30, 2017,2021 were $70.81$9.80 million, a decreasean increase of 3%25% from $72.75$7.81 million in the same period of 2016.2020. This decreaseincrease in net sales resulted primarily from a 40% decrease in sales volume, which was partially offset by a 64%16.25% increase in average selling price.price with 7.86% increase in sales volume. Our three largest selling product categories in the nine months ended September 30, 20172021 were sofas, television cabinetsbeds and beds,coffee table, which accounted for approximately 56%47%, 22%15% and 9%7% of sales respectively, for the nine months ended September 30, 2017.from our continuing operations, respectively. In the nine months ended September 30, 2016,2020, the three largest three selling categories were sofas, beds and dining tables,coffee table, which accounted for 59%approximately 51%, 9%13% and 8% of sales respectively, for the nine months ended September 30, 2016.
The $1.94$1.98 million decreaseincrease in net sales from continuing operations in the nine months ended September 30, 2017,2021, compared to the same period of 2016, includes a $15.38 million decrease in2020, was mainly due to increased sales into North America and $7.28 million decrease in sales in Europe, partially offsetother countries. Sales to North America, increased by a $21.24 million increase in sales in Australia. North American sales decreased by 29%25.41% to $37.16$9.24 million in the nine months ended September 30, 2017,2021, as compared to $52.54$7.37 million in 2020, primarily due to receiving more sales orders from our customers in North America. Sales to other countries increased by 1,111% to $312,601 in the nine months ended September 30, 2021, compared to $25,824 in the same period of 2016,2020, primarily due to receiving more sales orders from our customers in other countries. Sales to Asia decreased by 41.25% to $248,118 in the abandonmentnine months ended September 30, 2021, compared to $422,336 in the same period of 2020, primarily due to government lockdown order in Malaysia because of COVID-19 pandemic which resulted in $nil sales in the third quarter of 2021.
Cost of Sales
Cost of sales from continuing operations consists primarily of lower price and quality products after the salecosts of our factory in China in connection with our discontinued operations. We aggressively changedfinished goods purchased from third-party manufacturers. Total cost of sales from continuing operations decreased by 14% to our product mix and our sales and marketing strategies targeted at high-end products and customers. Sales to Europe were $3.46$11.03 million in the nine months ended September 30, 2017, a decrease of 68% from $10.742021, compared to $12.75 million in the same period of 2016 and Hong Kong sales decreased by 79% to $0.46 million in the nine months ended September 30, 2017, compared to $2.19 million in the same period of 2016. Sales in these regions decreased as we gradually stopped selling low margin products to customers. We changed our sale strategy to selling high margin products. We will continue to maintain our marketing efforts in those regions. Sales to Australia increased to $24.69 million in the nine months ended September 30, 2017, compared to $3.45 million in the same period of 2016, primarily as a result of increased sales orders from one of our customers who was involved in projects in many hotels and apartments during the third quarter of 2017. We do not anticipate that such significant sales orders will continue in the near future from that customer. Sales to Asia, excluding Hong Kong, increased by 40% to $5.02 million in the nine months ended September 30, 2016, compared to $3.60 million in the same period of 2016, primarily due to the increases of sales orders of our products.
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Moreover, total cost of sales as a percentagefrom continuing operations excluding our write down of net sales, which was due primarily$5.53 million of our slow-moving inventory, increased by 10% to a decreased cost of products purchased from third parties.
Gross Loss
Gross loss from continuing operations was $1.23 million in the nine months ended September 30, 2017, from $4.362021, compared to gross loss of $4.94 million in the same period of 2016,2020, representing a decrease in gross loss of $3.71 million. The decrease was primarily due primarily to decreased sales and marketing expense since we decreased advertising on shows and televisionless amount of slow-moving inventory was written down. We write down $5.53 million of slow-moving inventory in the U.S. Generalnine months ended September 31, 2021, compared with $7.77 million in the same period of 2020. Our gross profit margin was 44%, excluding our write down of $5.50 million of our slow-moving inventory, in the nine months ended September 30, 2021, compared to a gross profit margin of 36%, excluding our write down of $7.77 million of our slow-moving inventory, in the same period of 2020. The increase in gross profit margin is a result of the sale of higher quality products with higher profit margins.
Operating Expenses
Operating expenses from continuing operations consisted of selling, general and administrative expense increased by 60% or $2.85 million to $7.61expenses. Operating expenses were $6.96 million in the nine months ended September 30, 2017, from $4.762021, compared to $4.66 million in the same period of 2016, primarily due2020. Selling expenses increased by 170%, or $1.87 million, to changes in increased bad debt expense of approximately $169,000, share-based compensation of approximately $557,000, amortization expense of approximately $684,000 on our intangible assets (see note 6 to our condensed consolidated financial statements), and termination cost on Academic E-commerce platform of approximately $800,000 (see note 7 to our condensed consolidated financial statements).
Other Expenses, Net
Other expenses, net, profit margin from continuing operations was 3%$133,555 in the nine months ended September 30, 2017, as2021, compared with 2%$195,977 in the same period of 2020, representing a decrease in other expenses of $62,422. The decrease was due primarily to the increase in foreign exchange gain of $174,800 to $32,657 for the nine months ended September 30, 2021 from foreign exchange loss of $142,143 in the same period of 2020. The gain in September 30, 2021 was mainly a result of the depreciation of Malaysian Ringgit against U.S. dollars on the Company’s assets in Malaysia. The decrease in other expenses was partially offset by an increase in interest expenses, net profit marginof $27,462 to $5,844 for the nine months ended September 30, 2021, from interest income, net of $21,618 in the same period of 2020. Moreover, there was a decrease in non-operating income to $0 for the nine months ended September 30, 2021, compared with $38,025 in the same period of 2020. Besides, there was an increase in financial expenses of $46,891 to $160,368 for the nine months ended September 30, 2021, compared with $113,477 in the same period of 2020. It was mainly due to increase in credit card transaction charges because of increasing sales from Diamond Bar during the nine months ended September 30, 2021.
Income Tax (Expenses) Benefit
Income tax expense from continuing operations and 0.4%was $180,593 in the nine months ended September 30, 2021, compared with income tax benefit of net$93,116 in the same period of 2020. The income tax expense were primarily related to payable true up for the one-time transition tax commencing in April 2018 as the result of the tax examination of Internal Revenue Service.
Loss from Continuing Operations
As a result of the foregoing, our loss marginfrom continuing operations was $8.51 million in the nine months ended September 30, 2021, compared with $9.71 million for the same period of 2016.2020.
Loss from Discontinued Operations
On January 7, 2020, we transferred our entire interest in Bright Swallow to Y-Tone (Worldwide) Limited, an unrelated third party, for cash consideration of $2.50 million, pursuant to a formal agreement entered into on January 7, 2020. We received the payment on May 11, 2020. Operations of Bright Swallow were reported as discontinued operations in the accompanying unaudited condensed consolidated financial statements for all periods presented. We had loss from discontinued operations of $0.33 million in the nine months ended September 30, 2020.
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Net Loss
As a result of the foregoing, our net loss was $8.51 million in the nine months ended September 30, 2021, compared with $10.03 million for the same period of 2020.
Liquidity and Capital Resources
Our principal demands for liquidity are related to our efforts to increase sales toand purchase inventory, and for expenditures related to sales distribution and general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to purchase of inventories and the expansion of our business, primarily through cash flow provided by operations, and collections of accounts receivable, and credit facilities from banks.
We rely primarily on internally generated cash flow and proceeds under our existing credit facilitiesavailable working capital to support growth. We may seek additional financing in the form of bank loans or other credit facilities or funds raised through future offerings of our equity or debt, if and when we determine such offerings are required. During 2016,As of September 30, 2021, we raised approximately $3.09 milliondo not have any credit facilities. We believe that our current cash and cash equivalents and anticipated cash receipts from exercisesales of warrants.
We had net working capital of $65,834,526$35,016,001 at September 30, 2017, an increase2021, a decrease of $7.43 million$6,253,619 from net working capital of $58,407,707$41,269,620 at December 31, 2016.2020. The ratio of current assets to current liabilities was 73.51-to-115.91-to-1 at September 30, 2017.
The following is a summary of cash provided by or used in each of the indicated types of activities during the nine months ended September 30, 20172021 and 2016:
| 2017 | 2016 | |||||||
| Cash (used in) provided by: | ||||||||
| Operating activities | $ | (5,362,462 | ) | $ | (1,465,248 | ) | ||
| Investing activities | 8,232,557 | 5,274,558 | ||||||
| Financing activities | (4,655,801 | ) | 1,409,387 | |||||
| 2021 | 2020 | |||||||
| Cash provided by (used in): | ||||||||
| Operating activities | $ | (3,129,345 | ) | $ | (1,091,885 | ) | ||
| Investing activities | (155,156 | ) | (360,084 | ) | ||||
| Financing activities | 2,760,973 | 466,096 | ||||||
| Discontinued operations | - | 1,037,800 | ||||||
Net cash used in operating activities was $5.36$3.13 million in the nine months ended September 30, 2017,2021, an increase of cash outflow of $3.90$2.04 million from $1.47$1.09 million of cash used in operating activities in the same period of 2016. 2020.
The increase inof cash outflow was attributable primarily to an increased cash outflow of $8.28$27.45 million from advancesin advance to suppliers to $0.06 million cash inflow in the nine months ended September 30, 2021, compared with $3.61to $27.51 million cash inflow in the same period of 2016 due2020, such increase in cash outflow being mainly a result of purchase but not receiving products from our suppliers in the nine months ended September 30, 2020, compared to strategic prepayments for inventory purchases to receive vendor discounts. We increased the prepayment amount by approximately $8.49 million to oneresult of our mattress suppliers who is manufacturerpurchase and receiving more jade mats products in U.S., comparing with the same period of 2016,2021. Also, the increase in cash outflow for inventory write down of $2.24 million to $5.53 million cash inflow in the nine months ended September 30, 2021, compared to $7.77 million cash inflow in the same period of 2020, such increase in cash outflow being mainly due to we would like to sell more mattressless amount of non-cash inventory write down was booked. The increase in U.S. market because of higher profit margin comparing with our other products. We also had increasedoperating cash outflow from inventorieswas partially offset by the increase in cash inflow for inventory of $3.94$26.01 million to $0.49 million cash outflow in the nine months ended September 30, 2021, compared to $26.50 million cash outflow in the same period of 2020, such increase in cash inflow being mainly due to less purchase made for lagging sales in Malaysia.
Net cash used in investing activities was $0.15 million in the nine months ended September 30, 2017,2021, as compared to $0.24$0.36 million of cash inflow in the same period of 2016, and an increased2020. We incurred cash outflow for accounts payable of $2.21 million$155,156 from purchase of office equipment and leasehold improvement during the nine months ended September 30, 2017, compared to $0.13 million inflow in the same period of 2016. We had cash inflow from accounts receivable of $4.96 million during2021. During the nine months ended September 30, 2017, compared to $0.56 million outflow in the same period of 2016. This increase was mainly due to the improved collection of accounts receivable. Net operating2020, we incurred cash outflow of $0.36 million from our discontinued operationspurchase of office equipment and leasehold improvement.
Net cash provided by financing activities was $0.17$2.76 million in the nine months ended September 30, 2016.
In the nine months ended September 30, 2016, we had2020, net cash received of $5.50 million from buyer, and paid $7,272 for purchasing property and equipment. Net investing cash outflow from ourprovided by discontinued operations was $218,170 in the nine months ended September 30, 2016.
As of September 30, 2017,2021, we had gross accounts receivable of $37,056,181,$187,270, of which $31,040,535$94,885 was not yet past due $5,981,718and $87,721 was less than 90 days past due, $8,660 was over 90 days but within 180 days past due and $25,268 over 180 days past due. We had an allowance for bad debt of $117,362 for accounts receivable.$1,873. As of October 30, 2017, $2,198,45831, 2021, $151,225 of accounts receivable outstanding atas of September 30, 20172021 had been collected.
All accounts receivable outstanding at December 31, 20162020 had been collected.collected during 2021.
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As of September 30, 20172021 and December 31, 2016,2020, we had advances to suppliers of $21,951,040$324,454 and $13,699,752,$381,894, respectively. The nature of theseThese supplier prepayments is the payment that isare made for goods before we actually receive them. The balances of advances to suppliers have kept increasing in order to secure our purchasing power over new materials and priority position of our production lines with our suppliers, especially when we are introducing eight new product lines in 2017. Also, the decision for such advances is to establish long term relationship with our suppliers.
For a brand new product, the normal lead time from new product R&D, prototype, and mass production to delivery of goods from our suppliers to us is approximately six to nine months after we make advance payments to our suppliers. For other products, the typical time is five months after our advance payment. Due to the COVID-19 pandemic, freight transportation of products from our international suppliers has been delayed or suspended during the outbreak. As such, no reserve on supplier prepayments had been made or recorded by us. We will consider the need for a reserve when any suppliers failand if a supplier fails to fulfill theour orders within the time frame as stipulated in the purchase contracts. As of September 30, 20172021, and December 31, 2016,2020, no reserve on supplier prepayments had been made or recorded by us.
As of October 31, 2017, $13,669,300, or almost 100%,2021, 54% of our advanceadvances to suppliers outstanding at December 31, 2016September 30, 2021 had been delivered to us in the form of inventory purchase.
Shelf Registration
On October 8, 2020, the Company filed a shelf registration statement on Form S-3 under which the Company may, from time to time, sell securities in one or more offerings up to a total dollar amount of $60,000,000. The balance of $21,951,040 advance to suppliers outstanding at September 30, 2017 is expected to be delivered to us inshelf registration statement was declared effective on October 15, 2020. On July 23, 2021, the form of inventory purchase through the third quarter in 2018.
Other Long-Term Liabilities
As of September 30, 2021, we recorded long-term taxes payable of $0.65 million, consisting of an income tax payable of $0.65 million, primarily arising from a one-time transition tax recognized in the fourth quarter of 2017 on our post-1986 foreign unremitted earnings, and 2016, Diamond Bar had $3,322,040 and $6,129,841 outstanding ona $0.01 million unrecognized tax benefit, as ASC 740 specifies that tax positions for which the linetiming of credit, respectively. During the nine months ended September 30, 2017 and 2016,ultimate resolution is uncertain should be recognized as long-term liabilities.
We elected to pay the Company recorded interest expense of $145,857 and $167,381, respectively; and $40,932 and $61,127 forone-time transition tax over the three months ended September 30, 2017 and 2016, respectively. As of September 30, 2017, Diamond Bar had $4,677,960 available for borrowing without violating any covenants.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to shareholders.
We have not entered into any other financial guarantees or other 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 stockholders’ equity or that are not reflected in our unaudited condensed 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.
Evaluation of Disclosure Controls and Procedures
We have evaluated, under the participationsupervision of our Chief Executive Officer (“CEO”) and our Chief Financial Officer our principal executive officer and principal financial officer, respectively, evaluated(“CFO”), the effectiveness of our disclosure controls and procedures as(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of September 30, 2021. Based on this evaluation, our CEO and CFO concluded that as of the end of the period covered by this report. report, our disclosure controls and procedures were effective.
Disclosure controls and procedures include, without limitation,are controls and procedures that are designed to provide reasonable assuranceensure that information we are required to disclosebe disclosed in our reports that we filefiled or submitsubmitted under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information(b) is accumulated and communicated to our management, including our Chief Executive OfficerCEO and Chief Financial Officer,CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive OfficerOur management recognizes that any controls and Chief Financial Officer concluded that, asprocedures, no matter how well designed and operated, can provide only reasonable assurance of September 30, 2017, ourachieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were effectiveare designed to provide reasonable assurance of achieving their objectives as of such date.
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Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting was(as defined in Rule 13a-15(f) of the Exchange Act) that we lacked sufficient accounting personnel withoccurred during or subsequent to the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements. This material weakness has been remediated since Jeffery Chuang has joined Nova asperiod covered by this report that have materially affected, or are reasonably likely to materially affect, our CFO since August 22, 2017. Mr. Chuang received his Bachelor of Science in Finance from California State University, Northridge in 1997 and his Master of Science in Taxation from Golden Gate University in 2006. Mr. Chuang is a Certified Public Accountant and is a member of California Society of Certified Public Accountants.
PART II. OTHER INFORMATION
On December 28, 2018, a federal putative class action complaint was filed by George Barney against the Company and legal proceedings arisingits former and current CEOs and CFOs (Thanh H. Lam, Ya Ming Wong, Jeffery Chuang and Yuen Ching Ho) in the ordinary courseUnited States District Court for the Central District of business. LitigationCalifornia, claiming the Company violated federal securities laws and pursuing remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 (the “Barney Action”). Richard Deutner and ITENT EDV were subsequently appointed as lead plaintiffs and, on June 18, 2019, filed an Amended Complaint.
Plaintiffs seek to represent a class of entities acquiring Nova’s stock from December 3, 2015 through December 20, 2018. They claim that during this period the Company: (1) overstated its purported strategic alliance with a customer in China to operate as lead designer and manufacturer for all furnishings in its planned $460 million senior care center in China; and (2) inflated sales in 2016 and 2017 by recognizing significant sales to two allegedly non-existent customers. Plaintiffs claim that the falsity of these representations was exposed in a blog posted on the Seeking Alpha website in which it was claimed that an investigation failed to confirm the existence of several entities identified as significant customers.
Nova denies that there were any misstatements in its public disclosures. It also, inter alia, challenges plaintiffs’ ability to establish loss causation and damages.
On or about June 17, 2021, Nova executed a Term Sheet with the lead plaintiffs to settle the Barney Action for payment of Seven Hundred and Fifty Thousand Dollars ($750,000). The Term Sheet, provides, inter alia, for execution of a definitive Settlement Stipulation, the parties to move the Court to certify a settlement class, for the Barney Action to be dismissed with prejudice, and for the full and final release of all claims all class members ultimately included within the class with respect to the transactions and occurrences challenged in the Amended Complaint. The Term Sheet also specifies that the defendants deny all liability and are settling simply to avoid the distraction and expense of further litigation. While the Term Sheet by its terms is binding, it is subject to inherent uncertaintiesseveral conditions, including the Court’s certification of a settlement class and finally approving the settlement, and provides defendants with the right to terminate if the number of opt-outs exceeds an adverseagreed threshold. The parties are in the process of drafting the definitive settlement stipulation and ancillary settlement documents. While the precise amount is not presently ascertainable, most, if not all, of the settlement will be funded by Nova’s insurance carrier and the Company should not incur any expense in excess of its self-insured retainer.
On March 8, 2019, in the United States District Court for the Central District of California, Jie Yuan (the “Jie Action”) filed a putative shareholder derivative lawsuit purportedly on behalf of the Company against its former and current CEOs and CFOs (Thanh H. Lam, Ya Ming Wong, Jeffery Chuang and Yuen Ching Ho) and directors (Charlie Huy La, Bin Liu, Umesh Patel, and Min Su) and vice president (Steven Qiang Liu) (collectively, the “Defendants”) seeking to recover any losses the Company sustains as a result of alleged securities violations outlined in these the Seeking Alpha blog and Barney securities class action complaint. Specifically, the derivative lawsuit alleges that the Defendants caused the Company to make the alleged false and/or misleading statements giving rise to the putative securities class action. The Plaintiff also alleges that President and CEO Lam engaged in self-dealing transactions by leasing her property to Diamond Bar, a Company subsidiary, and asserts, in conclusory fashion, that Lam, former CEO and director Ya Ming Wong, former CFO and director Yuen Ching Ho, and director Umesh Patel sold securities during the period of time when the alleged false and/or misleading statements were made “with knowledge of material non-public information . . . .”
On May 15, 2019, Wilson Samuels (the “Samuels Action”) filed a putative derivative complaint purportedly on behalf of the Company against the same current and former directors and officers named in the Jie Action other matters that may arise from time to time could have an adverse effect on our business, financial condition or operating results. We are currently not awarethan Steven Qiang Liu. That action was filed in the United States District Court for the Central District of any such legal proceedings orCalifornia. Samuels repeats the allegations of the Complaint in the Jie Action. Additionally, Samuels claims that, will have, individually orin announcing its change of auditing firms in September 2016, the Company asserted that this change was made because its existing auditor ceased auditing public companies subject to regulation in the aggregate,United States without disclosing that its new auditing firm was created in a merger of three accounting firms, including a firm whose registration was revoked by the Public Company Accounting Oversight Board. Samuels also claims that the Company redeemed its stock in reliance upon the same purported fraudulent recognition of revenues claimed in the putative class action. He purports to state direct claims under Sections 10(b) and 20 of the Exchange Act and SEC Rule 10b-5.
On March 3, 2020, defendants filed in each of the derivative actions motions to stay those proceedings until the Barney action is resolved or alternatively to dismiss on the grounds that plaintiffs’ failure to make demand upon the Board was not excused and the Complaints otherwise fail to state a claim upon which relief can be granted. By Order entered April 7, 2020, the Court granted defendants’ Motion to Stay and stayed the Jie Action until the Barney Action is resolved. The Court subsequently entered a similar Order in the Samuels Action. It also took a motion the derivative plaintiffs filed to consolidate the proceedings and appoint lead counsel off calendar.
While these derivative actions are purportedly asserted on behalf of the Company, when they are subsequently activated, it is possible that the Company may directly incur attorneys’ fees and costs in advancing the costs of defense for its current directors and officers pursuant to contractual and legal indemnity obligations.
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Other than the above, the Company is not currently a party to any legal proceeding, investigation or claim which, in the opinion of the management, is likely to have a material adverse effect on ourthe business, financial condition or operating results.
Item 6. Exhibits
EXHIBIT INDEX
† Filed herewith
‡ Furnished herewith
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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.
| NOVA LIFESTYLE, INC. | ||||
(Registrant) | ||||
| Date: November | By: | /s/ | Thanh H. Lam | |
Thanh H. Lam Chairperson and Chief Executive Officer (Principal Executive Officer) | ||||
| Date: November 15, 2021 | /s/ Jeffery Chuang | |||
Jeffery Chuang Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||