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 |
| ☐ | 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) |
| (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.May 12, 2023.
Nova LifeStyle, Inc.
| Page | ||
| PART I. FINANCIAL INFORMATION | ||
| Item 1. | 1 | |
| 1 | ||
| 3 | ||
| 4 | ||
| Condensed Consolidated Statements of Cash Flows for the | ||
| 6 | ||
| Item 2. | ||
| Item 3. | ||
| Item 4. | ||
| PART II. OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 40 |
| Item 6. | Exhibits | 42 |
| Signatures | 43 | |
PART I. FINANCIAL INFORMATION
NOVA LIFESTYLE, INC. AND SUBSIDIARIES
AS OF MARCH 31, 2023 (UNAUDITED) 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 | ||||
| March 31, 2023 | December 31, 2022 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 649,400 | $ | 1,374,167 | ||||
| Accounts receivable, net | 262,641 | 288,478 | ||||||
| Advance to suppliers | 62,880 | 21,173 | ||||||
| Inventories | 4,165,449 | 4,932,642 | ||||||
| Prepaid expenses | 1,873,600 | 1,504,671 | ||||||
| Other receivables | 34,858 | 79,175 | ||||||
| Total Current Assets | 7,048,828 | 8,200,306 | ||||||
| Noncurrent Assets | ||||||||
| Plant, property and equipment, net | 349,396 | 368,624 | ||||||
| Operating lease right-of-use assets, net | 2,466,645 | 2,660,977 | ||||||
| Intangible assets, net | 12,496 | 13,837 | ||||||
| Lease deposit | 71,066 | 71,146 | ||||||
| Goodwill | 218,606 | 218,606 | ||||||
| Total Noncurrent Assets | 3,118,209 | 3,333,190 | ||||||
| Total Assets | $ | 10,167,037 | $ | 11,533,496 | ||||
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 MARCH 31, 2023 (UNAUDITED) 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 | ||||
| March 31, 2023 | December 31, 2022 | |||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 416,184 | $ | 321,261 | ||||
| Operating lease liability, current | 723,732 | 736,428 | ||||||
| Advance from customers | 185,945 | 170,139 | ||||||
| Accrued liabilities and other payables | 314,230 | 413,599 | ||||||
| Income tax payable | 629 | 629 | ||||||
| Other loan interest payable | — | 621 | ||||||
| Current liabilities of discontinued operations | — | — | ||||||
| Total Current Liabilities | 1,640,720 | 1,642,677 | ||||||
| Noncurrent Liabilities | ||||||||
| Other Loan | 149,815 | 150,000 | ||||||
| Operating lease liability, non-current | 1,786,888 | 1,971,386 | ||||||
| Income tax payable | 1,157,603 | 1,157,603 | ||||||
| Total Noncurrent Liabilities | 3,094,306 | 3,278,989 | ||||||
| Total Liabilities | 4,735,026 | 4,921,666 | ||||||
| Contingencies and Commitments | - | - | ||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value; shares authorized, and shares issued and outstanding; as of March 31, 2023 and December 31, 2022, respectively | 7,245 | 7,199 | ||||||
| Additional paid-in capital | 43,279,499 | 43,233,942 | ||||||
| Accumulated other comprehensive income | 74,135 | 77,242 | ||||||
| Accumulated deficits | (37,928,868 | ) | (36,706,553 | ) | ||||
| Total Stockholders’ Equity | 5,432,011 | 6,611,830 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 10,167,037 | $ | 11,533,496 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 2 |
NOVA LIFESTYLE, INC. AND SUBSIDIARIES
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2017MARCH 31, 2023 AND 20162022 (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 | |||||||
| Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Net Sales | $ | 1,874,565 | $ | 3,665,946 | ||||
| Cost of Sales | 1,213,263 | 2,137,618 | ||||||
| Gross (Loss) Profit | 661,302 | 1,528,328 | ||||||
| Operating Expenses | ||||||||
| Selling expenses | 714,514 | 768,333 | ||||||
| General and administrative expenses | 1,130,398 | 1,584,738 | ||||||
| Total Operating Expenses | 1,844,912 | 2,353,071 | ||||||
| Loss From Operations | (1,183,610 | ) | (824,743 | ) | ||||
| Other Income (Expenses) | ||||||||
| Non-operating income | 1,719 | — | ||||||
| Foreign exchange transaction income (loss) | (5,383 | ) | 17,763 | |||||
| Interest (expense) income, net | (1,909 | ) | (17,567 | ) | ||||
| Financial expense | (33,132 | ) | (47,746 | ) | ||||
| Total Other Expenses, Net | (38,705 | ) | (47,550 | ) | ||||
| Loss Before Income Taxes and Discontinued Operations | (1,222,315 | ) | (872,293 | ) | ||||
| Income Tax Expense | — | — | ||||||
| Loss From Continuing Operations | (1,222,315 | ) | (872,293 | ) | ||||
| Loss From Discontinued Operations | — | (25,754 | ) | |||||
| Net Loss | (1,222,315 | ) | (898,047 | ) | ||||
| Other Comprehensive Loss | ||||||||
| Foreign currency translation | (3,107 | ) | (54,873 | ) | ||||
| Net Loss and Comprehensive Loss | (1,225,422 | ) | (952,920 | ) | ||||
| Weighted average shares outstanding - Basic and Diluted | 7,170,060 | 6,845,683 | ||||||
| Loss from continuing operations per share of common stock | ||||||||
| Basic and Diluted | $ | (0.17 | ) | $ | (0.13 | ) | ||
| Loss from discontinued operations per share of common stock | ||||||||
| Basic and Diluted | $ | — | $ | (0.00 | ) | |||
| Net loss per share of common stock | ||||||||
| Basic and Diluted | $ | (0.17 | ) | $ | (0.13 | ) | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
NOVA LIFESTYLE, INC. AND SUBSIDIARIES
| 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 | |||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2017MARCH 31, 2023 AND 20162022 (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 | $ | -- | $ | -- | ||||
Three Months Ended March 31, 2023
| Accumulated | Retained | |||||||||||||||||||||||
| Additional | Other | Earnings | Total | |||||||||||||||||||||
| Common stock | Paid-in | Comprehensive | (Accumulated | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Income | Deficits) | Equity | |||||||||||||||||||
| Balance at beginning of period | 7,198,680 | $ | 7,199 | $ | 43,233,942 | $ | 77,242 | $ | (36,706,553 | ) | $ | 6,611,830 | ||||||||||||
| Stock issued to employees | - | - | 885 | - | - | 885 | ||||||||||||||||||
| Stock issued to consultants | - | - | 16,000 | 16,000 | ||||||||||||||||||||
| Stock issued to designer | 46,713 | 46 | 28,672 | 28,718 | ||||||||||||||||||||
| Foreign currency translation loss | - | - | - | (3,107 | ) | (3,107 | ) | |||||||||||||||||
| Net loss | - | - | - | (1,222,315 | ) | (1,222,315 | ) | |||||||||||||||||
| Balance at end of period | 7,245,393 | $ | 7,245 | $ | 43,279,499 | $ | 74,135 | $ | (37,928,868 | ) | $ | 5,432,011 | ||||||||||||
Three Months Ended March 31, 2022
| Accumulated | Retained | |||||||||||||||||||||||
| Additional | Other | Earnings | Total | |||||||||||||||||||||
| Common stock | Paid-in | Comprehensive | (Accumulated | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Income | Deficits) | Equity | |||||||||||||||||||
| Balance at beginning of period | 6,836,742 | $ | 6,837 | $ | 42,660,383 | $ | 381,850 | $ | (19,604,882 | ) | $ | 23,444,188 | ||||||||||||
| Balance | 6,836,742 | $ | 6,837 | $ | 42,660,383 | $ | 381,850 | $ | (19,604,882 | ) | $ | 23,444,188 | ||||||||||||
| Stock issued to employees | 1,500 | 1 | 3,299 | - | - | 3,300 | ||||||||||||||||||
| Stock issued to consultants | 18,657 | 19 | 148,013 | - | - | 148,032 | ||||||||||||||||||
| Foreign currency translation loss | - | - | - | (54,873 | ) | - | (54,873 | ) | ||||||||||||||||
| Net loss | - | - | - | - | (898,047 | ) | (898,047 | ) | ||||||||||||||||
| Balance at end of period | 6,856,899 | $ | 6,857 | $ | 42,811,695 | $ | 326,977 | $ | (20,502,929 | ) | $ | 22,642,600 | ||||||||||||
| Balance | 6,856,899 | $ | 6,857 | $ | 42,811,695 | $ | 326,977 | $ | (20,502,929 | ) | $ | 22,642,600 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
NOVA LIFESTYLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)
| Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net loss | $ | (1,222,315 | ) | $ | (898,047 | ) | ||
| Net loss from discontinued operations | - | (25,754 | ) | |||||
| Net loss from continuing operations | (1,222,315 | ) | (872,293 | ) | ||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization | 19,759 | 20,748 | ||||||
| Amortization of operating lease right-of-use assets | 193,941 | 189,606 | ||||||
| Write down of inventories | 85,672 | — | ||||||
| Stock based compensation expense | 46,885 | 151,332 | ||||||
| Changes in bad debt allowance | (261 | ) | 1,880 | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 26,098 | (187,957 | ) | |||||
| Advance to suppliers | (41,707 | ) | 439,344 | |||||
| Inventories | 677,033 | (1,036,598 | ) | |||||
| Other current assets | (331,233 | ) | 125,732 | |||||
| Operating lease liabilities | (196,838 | ) | (186,835 | ) | ||||
| Accounts payable | 94,923 | 323,498 | ||||||
| Advance from customers | 15,806 | (24,953 | ) | |||||
| Accrued liabilities and other payables | (100,184 | ) | 76,468 | |||||
| Net Cash Used in Continuing Operations | (732,421 | ) | (980,028 | ) | ||||
| Net Cash Provided by Discontinued Operations | — | 123,433 | ||||||
| Net Cash Used in Operating Activities | (732,421 | ) | (856,595 | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Net Cash Used in Continuing Operations | - | - | ||||||
| Net Cash Used in Discontinued Operations | - | - | ||||||
| Net Cash Used in Investing Activities | - | - | ||||||
| Cash Flows From Financing Activities | ||||||||
| Net Cash Provided by Continuing Operations | - | - | ||||||
| Net Cash Provided by Discontinued Operations | - | - | ||||||
| Net Cash Provided by Financing Activities | - | - | ||||||
| Effect of Exchange Rate Changes on Cash and Cash Equivalents | $ | 7,654 | $ | (51,501 | ) | |||
| Net Decrease in Cash and Cash Equivalents | (724,767 | ) | (908,096 | ) | ||||
| Cash and Cash Equivalents, Beginning of Year | 1,374,167 | 6,276,106 | ||||||
| Cash and Cash Equivalents, Ending of Year | $ | 649,400 | $ | 5,368,010 | ||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Continuing operations: | ||||||||
| Cash paid during period for: | ||||||||
| Income tax payments | $ | 197,488 | $ | — | ||||
| Interest expense | $ | 1,951 | $ | 4,048 | ||||
| Discontinued operations: | ||||||||
| Cash paid during period for: | ||||||||
| Income tax payments | $ | - | $ | - | ||||
| Interest expense | $ | - | $ | - | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
NOVA LIFESTYLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2017MARCH 31, 2023 AND 20162022 (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”) and Nova Living (M) SDN. BHD. domiciled in Malaysia (“Nova Malaysia”). The Company had three former subsidiaries Bright Swallow International Group Limited domiciled in Hong Kong (“Bright Swallow” or “BSI”), which was sold in January 2020, Nova Furniture Macao Commercial Offshore Limited domiciled in Macao (“Nova Macao”), which was de-registered and Diamond Bar Outdoors, Inc.liquidated in January 2021 and Nova Living (HK) Group Limited domiciled in Hong Kong (“Diamond Bar”Nova HK”).
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.market. 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, the Company completed the acquisition of Bright Swallow, an established furniture company with a global client base.
On December 12, 2019, Nova Dongguan organizedLifeStyle acquired Nova MuseumMalaysia at cost of $1.00 which was incorporated in Malaysia on March 17, 2011 asJuly 26, 2019. The purpose of this acquisition was to market and sell high-end physiotherapeutic jade mats in Malaysia.
On January 7, 2020, the Company transferred 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 non-profit organizationformal agreement entered into on January 7, 2020. The Company received the payment on May 11, 2020.
On October 14, 2020, the Macao Trade and Investment Promotion Institute invalidated licenses for offshore companies under the lawsan Order of Repeal of Legal Regime of the PRC engagedOffshore Services by Macao Special Administrative Region. Nova Macao then entered into a de-registration process and its business was taken over by Nova 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 in Hong Kong on November 6, 2019. This company had minimal operations. In February 2023, Nova HK was completed the promotionprocess of the culturede-registration 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.
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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 normal condition due to Malaysian government’s shut down orders which resulted in sales lagging and Ding Nuo.
In 2022, there have been outbreaks of the Omicron variant of the COVID-19 in Hong Kong and many other cities in China, along with travel restrictions, mandatory COVID-19 tests, quarantine requirements and/or temporary closure of office buildings and facilities imposed by local governments.In December 2022, the Chinese government eased its strict zero COVID-19 policy which resulted in a surge of new COVID-19 cases during December 2022 and January 2023. Although our suppliers in China have not been materially and negatively impacted by such outbreaks, the government authorities may issue new orders of office closure, travel and transportation restrictions in China due to the resurgence of the COVID-19 and outbreak of new variants, which could cause the delay of the delivery from our suppliers in China.
The extent of the impact of the COVID-19 pandemic that 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 although the shipping cost has been back to normal since June 2022; 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.
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The interim condensed consolidated financial information as of September 30, 2017March 31, 2023 and for the nine and three month periods ended September 30, 2017March 31, 2023 and 20162022 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, 2016,2022, 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,March 31, 2023, its interim condensed consolidated results of operations and cash flows for the nine and three month periods ended September 30, 2017March 31, 2023 and 2016,2022, 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.
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.
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, 2017March 31, 2023 and 2016,December 31, 2022, the Company concluded there was no impairment of goodwill of Diamond Bar.
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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, 2023 | $ | 2,914 | ||
| Provision for the period | (261 | ) | ||
| Balance at March 31, 2023 | $ | 2,653 |
The bad debtdebts (reversal) expenseprovision from continuing operations was ($261) and discontinued operations were $33,818 and $552,611, respectively. During$1,880 for the three months ended September 30, 2016, badMarch 31, 2023 and 2022, respectively. Bad debt expenseprovision and written off from continuing operations and discontinued operations were $55,294$0 for the three months ended March 31, 2023 and $539,327, respectively.
Advances to Suppliers
Advances to suppliers represent amounts paid to suppliers in advance for goods that are reported net of allowance whenyet to be delivered and from which future economic benefits are expected to flow to the Company determines that amounts outstanding are not likely to be collected in cash or utilized against purchase of inventories.within the normal operating cycle. Based on its historical record and actual practice,in normal circumstances, the Company always receivedreceives goods within 54 to 96 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. Any provisions for allowance for advance to suppliers, if deemed necessary, will be included in general and administrative expenses in the consolidated statements of income.
Inventories
Inventories are stated at the lower of cost and net realizable value, with cost determined on a weighted-average basis. Management comparesWrite-down of potential obsolete or slow moving inventories is recorded based on management’s assumptions about future demands and market conditions. The Company wrote down $85,672 and $0 of slow-moving inventory from continuing operations for the costthree months ended March 31, 2023 and 2022, respectively. The inventory write-down is included in “Cost of Sales” in the condensed consolidated statements of operations. There were no write-downs of inventories with the net realizable value 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 |
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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, 2017 and December 31, 2016, therethe asset group asset group exceeds its fair value based on discounted cash flow analysis or appraisals. There was no significant impairment 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 expenses from continuing operations was $364,105were $118 and $94,839 for the nine months ended September 30, 2017 and 2016, respectively; and $0 and $35,174$8,663 for the three months ended September 30, 2017March 31, 2023 and 2016,2022, respectively. Research and development expenseexpenses from the Company’s discontinued operations was $588,790 and $179,643were $0 for the nine and three months ended September 30, 2016,March 31, 2023 and 2022, 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 effective tax rate of continuing operations of 48.24% 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 differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company recordedfollows 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 (benefit)assets and expenseliabilities, classification of approximately ($262,000)current and ($101,000) from its continuing operations.
Under the provisions of approximately ($26,000)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 $36,000, respectively. penalties that would be payable to the taxing authorities upon examination.
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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 and Nova Macao isSamoa was incorporated in Macao. Nova Samoa is incorporated in Oceania.Samoa. 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 entity incorporatedtaxes at the statutory rate of 24%.
The Tax Cuts and domiciledJobs 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 three months ended March 31, 2023, the Company has calculated its best estimate of the impact of the GILTI in Macao.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a modified territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017.
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.
Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminates the option to deduct research and development expenditures immediately in the year incurred and requires taxpayers to amortize such expenditures over five years. While it is possible that Congress may defer, modify, or repeal this provision, potentially with retroactive effect, we have no assurance that this provision will be deferred, modified, or repealed. Furthermore, in anticipation of the new provision taking effect, we have analyzed the provision and worked with our advisors to evaluate its application to our business. Since all research and development expenditures were incurred within the U.S. and the amount is immaterial, we do not anticipate it having any material impact to our provision.
As of September 30, 2017,March 31, 2023 and December 31, 2022, the accumulated undistributed earnings generated by its foreign subsidiaries were approximately $25.6 million and $25.7 million of which substantially all was previously subject to U.S. tax, the one-time transition tax on foreign unremitted earnings required by the Tax Act, or GILTI. Those earnings are considered to be permanently reinvested and accordingly, no deferred tax expense is recorded for U.S. federal and state income tax or applicable withholding taxes.
As of March 31, 2023 and 2022, unrecognized tax benefits were approximately $1.4 million.$0. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate was $1.4 million$0 as of September 30, 2017. As of September 30, 2016, unrecognized tax benefits were approximately $4.6 million. The total amount of unrecognized 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 years ended March 31, 2023 and 2022, 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 | ||||||||
| 2023 | 2022 | |||||||
| Balance – January 1 and March 31 | $ | - | $ | - | ||||
As of September 30, 2017,March 31, 2023 and December 31, 2022, the Company had cumulatively accrued approximately $567,000 for estimated interest and penalties related to unrecognized tax benefits, of which $567,000 were related to the Company’s continuing operations. At December 31, 2016, the Company had cumulatively accrued approximately $494,000$0 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 and $331,000 for the nine months ended September 30, 2017 and 2016, respectively, of which $73,000 and $82,000 were related to the Company’s continuing operations; and totaled approximately $7,000 and $98,000$0 for the three months ended September 30, 2017March 31, 2023 and 2016,2022, 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.
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Nova Lifestyle and Diamond Bar are subject to U.S. federal and state income taxes and tax years 2011-20162019-2022 remain open to examination by tax authorities in the U.S.
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 and three months ended September 30, 2017March 31, 2023 and 2016.
In 2010, the Company’s former subsidiaries in China began entering into area product franchise agreements with franchisees who operated specialty furniture stores carrying only Nova-branded products. The product franchise agreement provided for the franchisee to retail Nova-brand furniture products for a period of one year from the date of the agreement. The franchisee was required to pay a deposit of RMB 30,000 at the signing of the agreement, which is used as payment for future purchases and is deferred on the Company’s balance sheet as a customer deposit. The franchisee was required to guarantee a minimum purchase amount fromFebruary 2023, the Company duringentered into a sales contract to transfer its entire inventory of Jade Mats, with the contract period.net realized value of $1.54 million to Shopants Sdn Bhd, an unrelated third party, for cash consideration of $2.00 million. The Company hadagreed to deliver the right to terminate the agreement should the franchisee fail to meet the minimum purchase amount.Jade Mats on May 20, 2023, May 31, 2023 and June 15, 2023. The Company previously providedwill recognize the franchisee with store images and designs, signage, floor plan product information and training. In addition, the Company would rebate a per square meter subsidy to the franchisee for the store build-out within 12 months from the agreement date. Under the program, the Company established standard renovation amounts (the “Renovation Subsidy”) for various cities in China. The franchisee was able to obtain,sales when Jade Mats are delivered in the formsecond quarter of credits against purchase orders, percentages of the Renovation Subsidy applicable in the city in which the franchisee is located, as follows: 0% to 30% of the Renovation Subsidy applied to the first purchase order and 5% of each purchase order thereafter until the aggregate of all credits equals 100% of the Renovation Subsidy, or 12 months from the date of the franchise agreement, whichever occurs first. In accordance with ASC 605-50, as the Company does not receive an identifiable benefit from these rebates, the rebates are recorded as a reduction of revenue on sales to the franchisees. All of the franchise agreements relating to the Company’s operations were divested in connection with its discontinued operations (see Note 3 – Discontinued Operations).
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 ninethree months ended September 30, 2017March 31, 2023 and 2016,2022, shipping and handling costs credits from continuing operations were $1,576($361) and $2,033, respectively; and $623 and $313 for($492), respectively. During the three months ended September 30, 2017March 31, 2023 and 2016, respectively. During the nine and three months ended September 30, 2016,2022, 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$411,575 and $2,156,451 for the nine months ended September 30, 2017 and 2016, respectively; and $186,381 and $841,345$298,132 for the three months ended September 30, 2017March 31, 2023 and 2016,2022, respectively.Advertising expense from discontinued operations was $60,379 and $59,286$0 for the nine and three months ended September 30, 2016, respectively.March 31, 2023 and 2022.
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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).
| 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 Reconciliations of Basic and 337,114 shares that were granted and vested but not yet issued for the nine months ended September 30, 2017 and 2016, respectively.
| March 31, 2023 | March 31, 2022 | |||||||
| Net loss from continuing operations | $ | (1,222,315 | ) | $ | (872,293 | ) | ||
| Net loss from discontinued operations | - | (25,754 | ) | |||||
| Net loss | $ | (1,222,315 | ) | $ | (898,047 | ) | ||
| Weighted average shares outstanding – Basic and Diluted * | 7,170,060 | 6,845,683 | ||||||
| Net loss from continuing operations per share of common stock | ||||||||
| Basic and Diluted | (0.17 | ) | (0.13 | ) | ||||
| Net loss from discontinued operations income per share of common stock | ||||||||
| Basic and Diluted | - | (0.00 | ) | |||||
| Net loss per share of common stock | ||||||||
| Basic and Diluted | $ | (0.17 | ) | $ | (0.13 | ) | ||
| * | Including and shares that were granted and vested but not yet issued for the three months ended March 31, 2023 and 2022, respectively. |
For the nine and three months ended September 30, 2017March 31, 2023, shares of unvested restricted stock, vested stock options to purchase shares of the Company’s stock, and 2016, 858,334 shares exercisable under warrants were excluded from the EPS calculation, as their effect were anti-dilutive.
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For the three months ended March 31, 2022, shares of unvested restricted stock, vested stock options to purchase shares of the Company’s stock, and 1,925,001 shares purchasableexercisable under warrants were excluded from EPS respectively,calculation, 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, 2017 and 2016, respectively. A customer accounted for 54% and 10% of the Company’s salesfrom continuing operations for the three months ended September 30, 2017March 31, 2023 and 2016, respectively. Accounts receivable2022.
No customer accounted for 10% of the Company’s sales from this customer were $21,812,355 and $5,216,213 as of September 30, 2017 and Decemberdiscontinued operations for the three months ended March 31, 2016, respectively.
The Company purchased its products from fivethree and four major vendors during the nine and three months ended September 30, 2017,March 31, 2023 and 2022, respectively, accounting for a total of 82% (26%68% for 2023 (35%, 19%19%, 15%and 14%) and 69% for 2022 (26%, 12%17%, 14%, and 10% for each) and 80% (30%, 16%, 12%, 11% and 11% for each)12%) of the Company’s purchases respectively.
Advances made to these vendors were $0 as of March 31, 2023 and accountsDecember 31, 2022. Accounts payable to these vendors were $13,237,351$28,570 and $0$62,251 as of September 30, 2017, respectively. Advances madeMarch 31, 2023 and accounts payable to these vendors were $1,561,381 and $481,455 as of December 31, 2016,2022, respectively.
No vendor accounted for 10% of the Company were located principally in China andCompany’s purchases from discontinued operations for the U.S. Accordingly, the Company’s Chinese subsidiaries’ business, financial condition and results of operations were, from time to time, influenced by the political, economic and legal environments in China, as well as by the general state of the PRC economy.
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 Macao, Bright SwallowHK 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.
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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 | ||||
| March 31, 2023 | RM 4.41 to 1 | |||
| December 31, 2022 | RM 4.40 to 1 | |||
| Income Statement and cash flow items | ||||
| For the three months ended March 31, 2023 | RM 4.39 to 1 | |||
| For the three months ended March 31, 2022 | RM 4.19 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 one 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, Bright Swallow isUnited States, Nova HK was 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 SwallowNova HK and Nova MacaoMalaysia as a wholeone entity for making business decisions
All of the Company’s long-lived assets are mainly property, plant and equipment located in the United States 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.United States; if the customer directs us to ship its products to China, the sales are recorded as sold in China.
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Leases
The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes apresent 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”ROU assets”) model that requiresassets 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 lesseestraight-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 record athe 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 aliabilities. 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 March 31, 2023 and December 31, 2022.
The operating lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance oris included in operating with classification affecting the pattern of expense recognition in the income statement. The new standard 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 capitallease right-of-use assets, operating lease liabilities-current 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 of adoption of this ASUlease liabilities-non-current on the consolidated financial statements.
Reclassification
Certain prior period accounts have been reclassified in conformity with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue versus Net). In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing. In May 2016, the FASB issued ASU 2016-11, Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of ASU 2014-09 and 2014-16, and ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients. These ASUs clarify the implementation guidance on a few narrow areas and adds some practical expedients to the guidance Topic 606. The Company is evaluating the effect that these ASUs will have on its consolidated financial statements and related disclosures.
Recent Accounting which includes amendments to accounting for income taxes at settlement, forfeitures, and net settlements to cover withholding taxes. The amendments in ASU 2016-09 are effective for public companies for fiscal years beginning after December 31, 2016, and interim periods within those annual periods. The Company adopted this new guidance on January 1, 2017 and this standard does not have a material impact on the Company’s consolidated financial statements.
Recently Adopted Accounting Standards
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-CreditInstruments - Credit Losses (Topic 326),: Measurement of Credit Losses on Financial Instruments, 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 existingprobable, incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. Thiscost basis. Am entity should apply ASU 2016-13 on a modified-retrospective transition approach that would require a cumulative-effect adjustment to the opening retained earnings in the balance sheets as of the date of adoption. In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the accounting guidance isfor trouble debt restructurings by creditors and enhances the disclosure requirements for modifications of loans to borrowers experiencing financial difficulty. Additionally, ASU 2022-02 requires disclosure of gross writeoffs by year of origination for receivables within the scope of Subtopic 326-20, Financial Instruments - Credit Losses - Measured at Amortized Cost, which should be applied prospectively. Both ASU 2016-13 and ASU 2022-02 are effective for fiscal years, and interim periods within thosesmaller reporting companies for fiscal years beginning after December 15, 2019. Early application will2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 and ASU 2022-02 beginning January 1, 2023. The adoption of ASU 2016-13 and ASU 2022-02 did not have any impact on our condensed consolidated financial statement presentation or disclosures.
In January 2017, the FASB issued ASU 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). This Update is effective for smaller reporting companies for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2022, which is required to be permittedapplied prospectively from the date of adoption. The Company adopted ASU 2017-04 for its interim and annual goodwill impairment tests beginning January 1, 2023. The adoption of ASU 2017-04 did not have any impact on our condensed consolidated financial statements.
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 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 and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years andbeginning after December 15, 2021, including interim periods within those fiscal years, beginningyears. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after December 15, 2018.the effective date. The Company is currently evaluatingapplied the new standard beginning January 1, 2022. The adoption of the new standard did not have any impact thaton the standard will have on itsCompany’s condensed consolidated financial statements and relatedstatement presentation or disclosures.
In August 2016,November 2021, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the presentation and classification of2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This Update requires certain cash receipts and cash payments in the statement of cash flows.annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This ASUUpdate is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently assessing the potential impact of ASU 2016-15 on its financial statements and related disclosures.
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Recently Issued But Not Yet Adopted Accounting Pronouncements
In November 2016,March 2023, the FASB issued ASU No. 2016-18, Statement2023-01, Lease (Topic 842): Common Control Arrangements, which clarifies the accounting for leasehold improvements associated with leases between entities under common control (hereinafter referred to as common control lease). ASU 2023-01 requires entities to amortize leasehold improvements associated with common control lease over the useful life to the common control group (regardless of Cash Flows (Topic 230): Restricted Cash. The guidance requires thatthe lease term) as long as the lessee controls the use of the underlying asset through a statement of cash flows explainlease, and to account for any remaining leasehold improvements as a transfer between entities under common control through an adjustment to equity when the change duringlessee no longer controls the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents shouldunderlying asset. This ASU will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim period within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should be applied using a retrospective transition method to each period presented. The Company does not anticipate that the adoption of this ASU will have a significant impact on its consolidated financial statements.
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,February 15, 2022, the Company transferred its entire assets and business in Nova Furniture,HK to Nova Malaysia, a wholly-owned subsidiary of the Company (the “Seller”), entered into a Share Transfer Agreement (the “Agreement”) with Kuka Design Limited, an unrelated company incorporated in British Virgin Islands (“Kuka Design BVI” or “Buyer”). Pursuant to the termsCompany.
As 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.
The following table summarizes the net assets of Nova HK at the date of disposal (February 15, 2022):
Schedule of Discontinued Operations
| Inventory | $ | 15,029,724 | ||
| Equipment, net | 36,549 | |||
| Net assets of Nova HK upon disposal | 15,066,273 | |||
| Interest transferred to Nova Malaysia | (15,092,027 | ) | ||
| Loss from discontinued operations of subsidiary | $ | (25,754 | ) |
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The following table presents the components of discontinued operations in relation to Nova HK reported in the consolidated statements of operations:
| 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 | ) | ||||||
| March 31, 2022 | ||||
| Sales | $ | - | ||
| Cost of sales | - | |||
| Operating expenses | (3,671 | ) | ||
| Other (expense) income, net | (22,083 | ) | ||
| Loss before income taxes | (25,754 | ) | ||
| Income tax benefit | - | |||
| Loss from discontinued operations | $ | (25,754 | ) | |
Note 4 - Inventories
The inventories as of September 30, 2017March 31, 2023 and December 31, 20162022 totaled $6,720,649$4,165,449 and $2,781,123,$4,932,642, 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. The Company wrote down $85,672 and $0 of slow-moving inventory from continuing operations for the three months ended March 31, 2023 and 2022, respectively. The inventory write-down is included in “Cost of Sales” in the condensed consolidated statements of operations. For the three months ended March 31, 2023 and 2022, there was no write-downs of inventories from the Company’s discontinued operations.
Note 5 - Plant, Property and Equipment, Net
As of September 30, 2017March 31, 2023 and December 31, 2016,2022, 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
March 31, 2023 | December 31, 2022 | |||||||
| Computer and office equipment | $ | 276,387 | $ | 276,567 | ||||
| Decoration and renovation | 391,689 | 392,703 | ||||||
| Property plant and equipment gross | 668,076 | 669,270 | ||||||
| Less: accumulated depreciation | (318,680 | ) | (300,646 | ) | ||||
| Property plant and equipment net | $ | 349,396 | $ | 368,624 | ||||
Depreciation expense from continuing operations was $30,307$18,418 and $33,217 for the nine months ended September 30, 2017 and 2016, respectively; and $10,164 and $11,128$20,748 for the three months ended September 30, 2017March 31, 2023 and 2016,2022, respectively. Depreciation expense from discontinued operations was $1,011,125 and $331,323$1,107 for the nine and three months ended September 30, 2016, respectively.
Note 6 - – Intangible Assets
As of $50,000 on August 31, 2011, as part of its acquisition of Diamond Bar. Concurrently with its acquisition of Diamond Bar, the Company entered into a trademark purchase and assignment agreement for all rights, title and interest in two trademarks (Diamond Sofa and Diamond Furniture) for $200,000 paid in full at the closing. Amortization of said customer relationship and the trademarks is provided using the straight-line method and estimated lives were 5 years for each.
Schedule of September 30, 2017 and December 31, 2016:
| 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 | |||||
March 31, 2023 | December 31, 2022 | |||||||
| Accounting software | $ | 26,800 | $ | 26,800 | ||||
| Intangible assets, Gross | 26,800 | 26,800 | ||||||
| Less: accumulated depreciation | (14,304 | ) | (12,963 | ) | ||||
| Intangible assets, Net | $ | 12,496 | $ | 13,837 | ||||
Amortization of intangible assets from continuing operationsexpense was $1,113,011 and $428,977 for the nine months ended September 30, 2017 and 2016, respectively; and $371,004 and $140,215$1,341 for the three months ended September 30, 2017March 31, 2023 and 2016, respectively. 2022. Amortization of intangible assets from discontinued operations was $28,164 and $9,305$0 for the nine and three months ended September 30, 2016,March 31, 2023 and 2022, respectively.
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| 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, Advances to Suppliers
The Company makes advances to certain vendors for inventory purchases. The advances on inventory purchases were $62,880 and $21,173 as of March 31, 2023 and December 31, 2022, respectively.
Note 8 - Prepaid Expenses and Other Receivables
Prepaid expenses and the statusother receivables consisted 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, following as of September 30, 2017,March 31, 2023 and no further balance was owed by the unrelated party.
Schedule of Prepaid Expenses and Other Receivables consisted
| March 31, 2023 | December 31, 2022 | |||||||
| Prepaid expenses | $ | 1,873,600 | $ | 1,504,671 | ||||
| Other receivables | 34,858 | 79,175 | ||||||
| Prepaid expenses and other receivable | $ | 1,908,458 | $ | 1,583,846 | ||||
As of the following at September 30, 2017March 31, 2023 and December 31, 2016:
| September 30, 2017 | December 31, 2016 | |||||||
| Prepaid expenses | $ | 288,784 | $ | 573,005 | ||||
| Other receivables | 27,049 | 69,886 | ||||||
| Total | $ | 315,833 | $ | 642,891 | ||||
Note 89 - Accrued Liabilities and Other Payables
Accrued liabilities and other payables consisted of the following as of September 30, 2017March 31, 2023 and December 31, 2016:
| 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 | ||||
Schedule of Accrued Liabilities and Other Payables
| March 31, 2023 | December 31, 2022 | |||||||
| Other payables | $ | 5,310 | $ | 15,225 | ||||
| Salary payable | 6,612 | 6,612 | ||||||
| Financed insurance premiums | - | 71,415 | ||||||
| Auditing fee | 20,000 | 85,000 | ||||||
| Warranty liability | 23,296 | 38,349 | ||||||
| Accrued commission | 56,901 | 69,592 | ||||||
| Accrued expenses, others | 202,111 | 127,406 | ||||||
| Total accrued liabilities and other payable | $ | 314,230 | $ | 413,599 | ||||
As of September 30, 2017March 31, 2023 and December 31, 2016,2022, 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.
Note 910 - Lines of Credit
On June 19, 2020, Diamond Bar entered into an agreement withwas granted a bankU.S. Small Business Administration (SBA) loan in California forthe aggregate amount of $150,000, pursuant to the Economic Injury Disaster Loan. The Loan, which was in the form of a linepromissory note dated June 19, 2020, matures on June 18, 2050 and bears interest at a rate of credit of up to $5,000,000 with annual interest of 4.25% and maturity on June 1, 2015. On June 8, 2015,3.75% per annum, payable monthly beginning 12 months from the bank extended and modified the termsdate of the promissory note. Funds from the Loan may only be used for working capital. The loan agreement to extend the line 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 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) 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 assetstangible and intangible property of Diamond BarBar. Interest of $1,387 and is guaranteed by Nova LifeStyle. As of September 30, 2017 and December 31, 2016, Diamond Bar$2,918 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 $61,127been accrued for this loan for the three months ended September 30, 2017March 31, 2023 and 2016,2022, respectively. As of September 30, 2017, Diamond Bar had $4,677,960 available for borrowing without violating any covenants.
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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 3, 2023, 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,March 31, 2023 and 2022, the Company paidrecorded rental amounts of $32,916$8,640 and $16,458 that are$17,281, respectively, which were included in selling expenses from continuing operations.
In September 2021, Nova Malaysia entered into a consultancy agreement with an I.T. firm whose sole shareholder was a director of $32,916 that are included in sellingNova Macao to provide E-Commerce Web Application Setup, E-Commerce Essentials Implementation, E-Commerce UIUX and other related services. During the three months ended March 31, 2023 and 2022, the Company recorded $0 and $153,894 as technology service expenses from continuing operations.
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 | ||||||||
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 placement agent warrants are exercisable on the five yearsix-month anniversary of the Initial Exercise Date.issuance date. The purchase priceplacement agent warrants are exercisable for four and a half years from the initial exercise date. The placement agent warrants have 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 and placement agent at grant date was $3,147,530.$2,018,597.
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Warrants
The following is a summary of the warrant activity for the three months ended March 31, 2023:
Summary of Warrant Activity
Number of Warrants | Average Exercise Price | Weighted Average Remaining Contractual Term in Years | ||||||||||
| Outstanding at January 1, 2023 | 1,225,959 | $ | ||||||||||
| Exercisable at January 1, 2023 | - | $ | - | - | ||||||||
| Granted | - | - | - | |||||||||
| Exercised / surrendered | - | - | - | |||||||||
| Expired | - | - | - | |||||||||
| Outstanding at March 31, 2023 | 1,225,959 | $ | ||||||||||
| Exercisable at March 31, 2023 | 1,225,959 | $ | ||||||||||
Shares Issued to Consultants
On November 2, 2021, the Company entered into an information technology consulting agreement with a consultant for analyzing and developing the Company’s information technology infrastructure and system, and related general business advisory services effective on November 2, 2021 for a one-year term. The Company agreed to grant the consultant shares of the Company’s common stock, shares issued before the end of November 2021 and remaining shares will be issued on the one-year anniversary of the agreement. The fair value of the shares was $236,000, which was calculated based on the stock price of $ per share on November 2, 2021 and is being amortized over the service term. The shares were issued pursuant to Nova Lifestyle, Inc. 2021 Omnibus Equity Plan (the “2021 Plan”). During the three months ended March 31, 2022, the Company charged $to operations as consulting expenses.
On November 2, 2021, the Company entered into a marketing consulting agreement with a consultant for developing branding and marketing strategies, analyzing and evaluating consumer data services effective on November 2, 2021 for a one-year term. The Company agreed to grant the consultant shares of the Company’s common stock, shares issued before the end of November 2021 and remaining shares were issued on the one-year anniversary of the agreement. The fair value of the shares was $236,000, which was calculated based on the stock price of $ per share on November 2, 2021 and is being amortized over the service term. The shares were issued pursuant to the 2021 Plan. During the three months ended March 31, 2022, the Company charged $ to operations as consulting expenses.
On November 11, 2021, the Company entered into a consulting agreement with a consultant for consulting and strategy services effective on November 16, 2021 for a one-year term. The Company agreed to grant the consultant shares of the Company’s common stock, vesting on February 15, 2022, on May 15, 2022, on August 15, 2022 and on November 15, 2022. The fair value of the shares was $46,600, which was calculated based on the stock price of $ per share on November 16, 2021 and is being amortized over the service term. The shares were issued pursuant to the 2021 Plan. During the three months ended March 31, 2022, the Company charged $ to operations as consulting expenses.
On January 28, 2022, the Company entered into an advisory service agreement with a designer for advising furniture design concept and development effective on February 1, 2022 for twelve months. The Company shall pay the designer $10,000 per month starting from February 1, 2022 for twelve months, in the form of the Company’s Common Stock, calculated based on the closing stock price on the first trading day of the corresponding month. The shares were issued pursuant to the 2021 Plan. During the three months ended March 31, 2023 and 2022, the company issued and shares to the designer and charged $10,000 and $20,000, respectively, to operations as designer fee.
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On July 1, 2022, the Company entered into a consulting agreement with a consultant for consulting and strategy services effective on July 1, 2022 for a one-year term. The Company agreed to grant the consultant shares of the Company’s common stock, vesting on July 1, 2022, on October 1, 2022, on January 1, 2023 and on April 1, 2023. The fair value of the shares was $36,000, which was calculated based on the stock price of $ per share on July 1, 2022 and is being amortized over the service term. The shares were issued pursuant to the 2021 Plan. During the three months ended March 31, 2023 and 2022, the Company charged $ and $, respectively, to operations as consulting expenses.
On November 16, 2022, the Company entered into a consulting agreement with a consultant for consulting and strategy services effective on November 16, 2022 for a one-year term. The Company agreed to grant the consultant shares of the Company’s common stock, vesting on February 15, 2023, on May 15, 2023, on August 15, 2023 and on November 15, 2023. The fair value of the shares was $28,000, which was calculated based on the stock price of $ per share on November 16, 2022. The shares were issued pursuant to the 2021 Plan. During the three months ended March 31, 2023 and 2022, the Company charged $7,000 and $0, respectively, to operations as consulting expenses.
On January 28, 2023, the Company entered into an advisory service agreement with a designer for advising furniture design concept and development effective on February 1, 2023 for twelve months. The Company shall pay the designer $10,000 per month starting from February 1, 2023 for twelve months, in the form of the Company’s Common Stock, calculated based on the closing stock price on the first trading day of the corresponding month. The shares were issued pursuant to the 2021 Plan. During the three months ended March 31, 2023, the company issued shares to the designer and charged $20,000 to operations as designer fee.
Shares and Options Issued to Independent Directors
On November 7, 2018 (the “Grant Date”), the Company entered into restricted stock awardoption agreements under the 2014 Omnibus Long-Term Incentive Plan with the three independent directorsmembers of the Board.board of directors. The Company agreed to grant 12,195the Company’s three independent directors’ options to purchase an aggregate of shares of the Company’s common stock to eachat an exercise price of these independent directors$ per shares, with a grant dateterm of March 24, 2015. The restricted period lapses as to years. Twenty-five percent () of those stock options vested on November 30, 2018, on will vest on February 28, 2019, on May 31, 2019, and the restricted stockremaining will vest on September 30, 2015, DecemberAugust 31, 2015, March 31, 2016 and September 30, 2016, subject to the director remaining in the continuous service of the Company or its affiliates on each applicable vesting date.2019. The fair value of these shares was $119,999, which was calculated basedthe stock options granted is estimated on the stock price of $3.28 per share on March 24, 2015. During the nine and three months ended September 30, 2016, the Company amortized $26,959 and $0 as directors’ stock compensation expenses, respectively.
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,November 11, 2021, 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.one year effective from November 14, 2021. The Company agreed to grant each designer 240,000 sharesan award of restricted Stock Units to the officer pursuant to 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, 2017.2021 Omnibus Equity Plan. The fair value of these shares was $388,800,$13,200, which was calculated based on the stock price of $0.54$ per share on May 18, 2016,November 11, 2021, the date the agreementaward was executed,determined by the Compensation Committee of the Board of Directors, vesting on November 10, 2021, on March 31, 2022, on June 30, 2022 and will be amortized over the service term. During the nine months ended on September 30, 2017 and 2016, the Company amortized $145,401 and $72,434 as stock compensation expenses, respectively; and $48,999 for2022. During the three months ended September 30, 2017 and 2016.
On November 14, 2016,11, 2022, the Company entered intoextended an employment agreement with an executivethe Company’s Corporate Secretary for a term of one year.year effective from November 14, 2022. The Company agreed to grant an award of 30,000 restricted Stock Units to the executiveofficer pursuant to the Company’s 20142021 Omnibus Long-Term IncentiveEquity Plan. The fair value of these shares was $92,100,$3,540, which was calculated based on the stock price of $3.07$ per share on November 11, 2016,2022, the date the awards wereaward was determined by the Compensation Committee of the Board. Twenty-five percent (25%)Board of those shares vestedDirectors, vesting on December 30, 2016, November 11, 2022, on March 31, 2017, 2023, on June 30, 20172023 and the remaining on September 30, 2017.2023. During the nine and three months ended September 30, 2017,March 31, 2023, the Company amortized $68,886 and $23,214record $ to operations as stock compensation respectively.expense.
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Options Issued to Employees
On August 29, 2017 (the “Grant Date”),24, 2018, 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 , pursuant to the Company’s 2014 Omnibus Long-Term Incentive Plan. Fifty percent (50%() of those stock options vested immediately, and the remaining vested on the six-month anniversary of the Grant Date.
The fair value of the option granted to employees isthe Chief Financial Officer in 2018 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, volatility of , risk free interest rate of 0.16%, and dividend yield of . The fair value of 780,000the stock options was $643,182$43,680 at the grant date. During
On August 12, 2019, the ninecompensation committee of the Board approved an option grant to the Company’s Chief Financial Officer to purchase an aggregate of shares of the Company’s common stock at an exercise price of $ per share, with a term of , pursuant to the Company’s 2014 Omnibus Long-Term Incentive Plan. Fifty percent () of those stock options vested immediately, and three months ended September 30, 2017, the Company recorded $321,591remaining vested on the six-month anniversary of the grant date.
The fair value of the option granted to the Chief Financial Officer in 2019 was recognized as compensation expense over the vesting period of the 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 March 31, 2023, 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, 2023 | 134,000 | $ | 4.58 | |||||||||
| Exercisable at January 1, 2023 | 134,000 | 4.58 | ||||||||||
| Granted | - | - | - | |||||||||
| Exercised | - | - | - | |||||||||
| Forfeited | - | - | - | |||||||||
| Outstanding at March 31, 2023 | 134,000 | 4.58 | ||||||||||
| Exercisable at March 31, 2023 | 134,000 | 4.58 | ||||||||||
| (1) | The intrinsic value of the stock options at |
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Note 13 - Geographical Sales
Geographical distribution of sales consisted of the following for the nine and three months ended March 31, 2023 and 2022:
Schedule of Revenue From External Customers by Geographic Area
| 2023 | 2022 | |||||||
| Geographical Areas | ||||||||
| North America | $ | 1,756,665 | $ | 3,612,012 | ||||
| Other countries | 117,900 | 53,934 | ||||||
| Revenues | $ | 1,874,565 | $ | 3,665,946 | ||||
Geographical location of identifiable long-lived assets as of March 31, 2023 and December 31, 2022:
Schedule of Long-lived Assets by Geographic Areas
| March 31, 2023 | December 31, 2022 | |||||||
| Geographical Areas | ||||||||
| North America | $ | 2,389,221 | $ | 2,545,270 | ||||
| Asia | 497,886 | 555,477 | ||||||
| Total | $ | 2,887,107 | $ | 3,100,747 | ||||
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 initial 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 ($4,506) and was increased to 35,000 Malaysia Ringgit ($7,885) 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. On November 26, 2021, Nova Malaysia extended the lease to November 30, 2022 with an option for renewal for another term of 24 months. On October 4, 2022, Nova Malaysia renewed the lease for one year to November 30, 2023. The monthly rental payment is 9,280 Malaysia Ringgit ($2,091).
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 30, 20171, 2020 and 2016:expiring on August 31, 2022. On July 29, 2022, Nova Malaysia extended the lease for another two years with an expiration date of August 31, 2024. The monthly rental payment is 30,000 Malaysia Ringgit ($6,759).
Operating lease expense for the three months ended March 31, 2023 and 2022 was as follows:
Schedule of Lease Cost
| 2023 | 2022 | |||||||
| Operating lease cost – straight line | $ | 219,685 | $ | 215,542 | ||||
The following is a schedule, by years, of maturities of operating lease liabilities as of March 31, 2023:
Schedule of Operating Lease Liability Maturity
| Operating Leases | ||||
| 2023 | $ | 600,394 | ||
| 2024 | 758,237 | |||
| 2025 | 701,142 | |||
| Thereafter | 598,820 | |||
| Total undiscounted cash flows | 2,658,593 | |||
| Less: imputed interest | (147,973 | ) | ||
| Present value of lease liabilities | 2,510,620 | |||
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| 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 | |||||||||
Lease Term and Discount Rate
| March 31, 2023 | ||||
| Weighted-average remaining lease term - years | ||||
| Operating leases - USA | 3.59 | |||
| Operating leases - Malaysia | 1.28 | |||
| Weighted-average discount rate (%) | ||||
| Operating leases - USA | 3.36 | % | ||
| Operating leases - Malaysia | 4.97 | % | ||
Supplemental cash flow information related to leases where the Company was the lessee for the three months ended March 31, 2023 and 2022 was as follows:
Schedule of Supplemental Cash Flow Information Related to Leases
| 2023 | 2022 | |||||||
| Operating cash outflows from operating leases | $ | 215,193 | $ | 212,771 | ||||
Note 1415 - Commitments and Contingencies
Legal Proceedings
On June 17, 2013,December 28, 2018, a federal putative class action complaint was filed by George Barney against the Company entered intoand 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 lease agreement for office, warehouse, storage, and distribution spaceclass 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 five year term, commencingcustomer 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 November 1, 2013 and expiring on October 31, 2018. The lease agreement also providesthe Seeking Alpha website in which it was claimed that an optioninvestigation failed to extendconfirm the term for an additional six years. The monthly rental payment is $42,000existence of several entities identified as significant customers.
On March 8, 2022, the parties to the Barney Action filed a Stipulation of Settlement (“Settlement”) with an annual 3% increase. The rent is recorded on a straight-line basis over the termCourt. Under the terms of the lease.
By Memorandum Opinion and Order dated August 29, 2022, the Court denied the Barney plaintiffs’ unopposed Motion to Certify a Settlement Class and to Approve the Settlement. The Court held that plaintiffs had not met their burden of establishing the prerequisites to class certification of adequacy of class counsel, numerosity, and the superiority of class certification in fairly and efficiently adjudicating the controversy. The Court similarly concluded that plaintiffs had failed to make a threshold showing that the settlement was fair and adequate. Finally, the Court rejected plaintiffs’ proposed plan for providing notice of the settlement to putative class members, finding that it was inadequate under the circumstances.
On March 31, 2023, the Barney plaintiffs filed a Renewed Motion for Preliminary Approval of Class Action Settlement, Renewed Stipulation of Settlement (“Renewed Settlement”), and accompanying Memorandum of Points and Authorities, which sought to address the Court’s concerns in the August 29, 2022, ruling. The Revised Settlement contains the same essential terms as the Settlement and is subject to the same conditions, including preliminary approval by the Court, notice to all class members, an opt-out period, and a final hearing and approval by the Court. The Renewed Motion for Preliminary Approval of Class Action Settlement is pending before the Court.
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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 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, for warehouse space with a five-year term commencingCompany 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 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.
With the settlement of the Barney action, the derivative actions will be activated. The parties disagree as to when that will occur. Defendants have asserted that the Action must remained stayed until the final disposition of the Barney Action, meaning, the Court’s final approval of the Settlement. Plaintiff’s position as CEO, terminated his employment agreement, and forfeited 25,000 RSUs grantedis that the Court should lift the stay because the class action plaintiffs agreed to him under such agreement. On August 15, 2017, Mr. Ho resigned his position as CFO and terminated his employment agreement.
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 May 15, 2023, 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,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “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” and those listed in our 2016Annual Report on Form 10-K.10-K for the year ended December 31, 2022 (the “2022 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 20162022 Form 10-K. Unless the context otherwise requires, references in this report to “we,” “us,” “Nova,” “Nova Lifestyle” or the “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, 2022 (the “2022 Form 10-K”). All references to the thirdfirst quarter and first ninethree months of 20172023 and 20162022 mean the three and nine-monththree-month periods ended September 30, 2017March 31, 2023 and 2016, respectively.2022. 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,” “anticipates,” “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’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 20162022 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 Nova LifeStyle, 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.
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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 three 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. In February 2022, Nova HK entered a de-registration process and transferred all its assets and business to Nova Malaysia. The process of de-registration and liquidation was completed in February 2023.
On December 7, 2017, we incorporated i Design Blockchain Technology, Inc. (“i Design”) under the laws of Macaothe State of California. The purpose of i Design is to 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 Living (M) SDN. BHD. (“Nova Malaysia”), a company incorporated on July 26, 2019 under the laws of Malaysia. Nova Malaysia markets and sells 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 transferred our entire interest in Bright Swallow to Y-Tone (Worldwide) Limited an unrelated third party, for cash consideration of $2,500,000. We received the payment on May 20, 2006.11, 2020.
On October 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 Offshore Services by Macao Special Administrative Region. Nova Macao iswas de-registration and liquidation in January 2021 and its business was taken over by Nova HK. Nova Macao completed the de-registration and liquidation process in January 2021.
On November 5, 2020, Nova LifeStyle, Inc. acquired Nova Living (HK) Group Limited (“Nova HK”) which was incorporated in Hong Kong on November 6, 2019. This company had minimal operations. In February 2022, Nova HK entered a wholly owned subsidiaryde-registration process and transferred all its assets and business to Nova Malaysia. The process of Nova Lifestyle. Diamond Bar is a California corporation organized on June 15, 2000, which we acquired pursuant to a stock purchase agreement on August 31, 2011. On April 24, 2013, we acquired all of the outstanding stock of Bright Swallow; the purchase pricede-registration and liquidation was $6.5 millioncompleted 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,Canada, Honduras, Guatemala, Guam, Puerto Rico, Panama, Costa Rica, Saudi Arabia, Kingdom of Saudi Arabia, Kuwait, Kazakhstan, Malaysia, Asian and Middle Eastern markets.
Due to the 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 was lifted for people who are fully vaccinated and our store has been reopened since. In April 2022, Malaysia has reopened the border for foreign visitors. 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.
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We do not have access to a revolving credit facility. On May 4, 2020, the Company received loan proceeds in the amount of approximately $139,802 under the lawsPaycheck Protection Program (“PPP”). The PPP, established as part of the PRCCoronavirus Aid, Relief and contributedEconomic 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. On May 5, 2020, Diamond Bar Outdoors Inc. (“Diamond Bar”) was granted a loan from Cathay Bank in the aggregate amount of $176,294, pursuant to the Paycheck Protection Program. In June 19, 2020, Diamond Bar was granted a U.S. Small Business Administration (SBA) loan in the aggregate amount of $150,000, pursuant to the Economic Injury Disaster Loan. In July 2021, we completed a registered direct offering of our shares of common stock and received offering gross proceeds of $3,120,622. We currently believe that our financial resources will be adequate to finance our operations in the next 12 months. However, in the event that we do need to raise capital in the future, the instability in the securities markets could adversely affect our ability to raise additional capital.
While there can be no assurance, at the present time we expect the outbreak-related circumstances to result in material impairments of RMB 1 million ($162,994).our inventory of Jade Mattress in Malaysia that significantly affect management’s judgements in assessing the fair value of our assets.
Discontinued Operations
On February 15, 2022, we transferred our entire assets and business of Nova Dongguan made an additional capital contribution of RMB 0.1 million ($16,305) on November 27, 2013 throughHK to Nova Malaysia, one of Nova Dongguan’s officers, Mr. Gu Xing Chang, who acted as the nominee shareholder of Ding Nuo.
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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 domestic and 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) high interest rate, inflation and slow- down in real estate market. 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. 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 remainin North America (excluding the United States) remains 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 tradeCOVID-19 pandemic, high interest rate 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, 2016.2022.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have 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 and its former subsidiary, Nova HK.
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 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.
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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 $2,653 and $2,924 as of March 31, 2023 and 2022, respectively. During the three months ended March 31, 2023 and 2022, bad debts (reversal) provision from continuing operations were ($261) and $1,880, respectively. During the three months ended March 31, 2023 and 2022, bad debt expenses from discontinued operations were $0. As of March 31, 2023, we had gross receivable of $265,294 of which $208,478 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 represent amounts paid to suppliers in advance for goods that are yet to be delivered and from which future economic benefits are expected to flow to the Company within the normal operating cycle. Based on our historical records and in normal circumstances, we generally receive goods within 4 to 6 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.
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 income tax expense for the three months ended March 31, 2023 and 2022 are $0, and are primarily related to quarter-to-date income generated from foreign operation.
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.
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 BVI was incorporated in the BVI and Nova Samoa was incorporated in Samoa. There is no income tax for companies domiciled in the BVI and Samoa. Accordingly, the Company’s condensed consolidated financial statements do not present any income tax provisions related to the BVI and Samoa tax jurisdictions where Nova Furniture BVI and Nova Samoa are domiciled. Nova Malaysia is incorporated in Malaysia and is subject to Malaysia income taxes at the statutory rate of 24%.
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 three months ended March 31, 2023, 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.
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On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a modified territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017.
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.
Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminates the option to deduct research and development expenditures immediately in the year incurred and requires taxpayers to amortize such expenditures over five years. While it is possible that Congress may defer, modify, or repeal this provision, potentially with retroactive effect, we have no assurance that this provision will be deferred, modified, or repealed. Furthermore, in anticipation of the new provision taking effect, we have analyzed the provision and worked with our advisors to evaluate its application to our business. Since all research and development expenditures were incurred within the U.S. and the amount is immaterial, we do not anticipate it having any material impact to our provision.
As of March 31, 2023 and December 31, 2022, the accumulated undistributed earnings generated by its foreign subsidiaries were approximately $25.6 million and $25.7 million of which substantially all was previously subject to U.S. tax, the one-time transition tax on foreign unremitted earnings required by the Tax Act, or GILTI. Those earnings are considered to be permanently reinvested and accordingly, no deferred tax expense is recorded for U.S. federal and state income tax or applicable withholding taxes.
As of March 31, 2023 and 2022, unrecognized tax benefits were approximately $0. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate was $0 as of March 31, 2023 and 2022.
A reconciliation of unrecognized tax benefits excluding interest and penalties (“Gross UTB”) for the years ended March 31, 2023 and 2022, is as follows:
| Gross UTB | ||||||||
| 2023 | 2022 | |||||||
| Balance – January 1 and March 31 | $ | - | $ | - | ||||
As of March 31, 2023 and December 31, 2022, the Company had cumulatively accrued approximately $0 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 benefit, which totaled $0 for the three months ended March 31, 2023 and 2022, respectively, 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.
Nova Lifestyle and Diamond Bar are subject to U.S. federal and state income taxes and tax years 2019-2022 remain open to examination by tax authorities in the U.S.
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.
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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 three months ended March 31, 2023 and 2022.
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 condensed 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, 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.
Translation of amounts from RM into U.S. dollars has been made at the following exchange rates:
| Balance sheet items, except for equity accounts | ||||
| March 31, 2023 | RM4.41 to 1 | |||
| December 31, 2022 | RM4.40 to 1 | |||
| Income statement and cash flow items | ||||
| For the three months ended March 31, 2023 | RM4.39 to 1 | |||
| For the three months ended March 31, 2022 | RM4.19 to 1 |
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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, Nova HK was 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, 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 June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to note 2measure 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 probable, incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost basis. Am entity should apply ASU 2016-13 on a modified-retrospective transition approach that would require a cumulative-effect adjustment to the opening retained earnings in the balance sheets as of the date of adoption. In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the accounting guidance for trouble debt restructurings by creditors and enhances the disclosure requirements for modifications of loans to borrowers experiencing financial difficulty. Additionally, ASU 2022-02 requires disclosure of gross writeoffs by year of origination for receivables within the scope of Subtopic 326-20, Financial Instruments - Credit Losses - Measured at Amortized Cost, which should be applied prospectively. Both ASU 2016-13 and ASU 2022-02 are effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 and ASU 2022-02 beginning January 1, 2023. The adoption of ASU 2016-13 and ASU 2022-02 did not have any impact on our condensed consolidated financial statement presentation or disclosures.
In January 2017, the FASB issued ASU 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). This Update is effective for smaller reporting companies for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2022, which is required to be applied prospectively from the date of adoption. The Company adopted ASU 2017-04 for its interim and annual goodwill impairment tests beginning January 1, 2023. The adoption of ASU 2017-04 did not have any impact on our condensed consolidated financial statements.
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 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 and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company applied the new standard beginning January 1, 2022. The adoption of the new standard did not have any impact on our condensed consolidated financial statement presentation or disclosures.
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This Update requires certain annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This Update is effective for annual periods beginning after December 15, 2021, and early application is permitted. This guidance should be applied either prospectively to all transactions that are reflected in financial statements “Summaryat the date of Significant Accounting Policies – Newinitial application and new transactions that are entered into after the date of initial application or retrospectively to those transactions. The Company adopted ASU 2021-10 beginning January 1, 2022. The adoption of ASU 2021-10 did not have any impact on our condensed consolidated financial statements.
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Recently Issued But Not Yet Adopted Accounting Pronouncements”
In March 2023, the FASB issued ASU 2023-01, Lease (Topic 842): Common Control Arrangements, which clarifies the accounting for leasehold improvements associated with leases between entities under common control (hereinafter referred to as common control lease). ASU 2023-01 requires entities to amortize leasehold improvements associated with common control lease over the useful life to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset through a discussionlease, and to account for any remaining leasehold improvements as a transfer between entities under common control through an adjustment to equity when the lessee no longer controls the underlying asset. This ASU will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. An entity may apply ASU 2023-01 either prospectively or retrospectively. The Company is currently evaluating the impact that the adoption 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, 2017March 31, 2023 and 2016
The following table sets forth the results of our operations for the three months ended September 30, 2017March 31, 2023 and 2016.2022. 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 March 31, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| $ | % of Sales | $ | % of Sales | |||||||||||||
| Net sales | $ | 1,874,565 | $ | 3,665,946 | ||||||||||||
| Cost of sales | (1,213,263 | ) | (65 | )% | (2,137,618 | ) | (58 | )% | ||||||||
| Gross profit | 661,302 | 35 | % | 1,528,328 | 42 | % | ||||||||||
| Operating expenses | (1,844,912 | ) | (98 | )% | (2,353,071 | ) | (64 | )% | ||||||||
| Loss from operations | (1,183,610 | ) | (63 | )% | (824,743 | ) | (22 | )% | ||||||||
| Other expenses, net | (38,705 | ) | (2 | )% | (47,550 | ) | (1 | )% | ||||||||
| Income tax expenses | - | - | % | - | - | % | ||||||||||
| Loss from continuing operations | (1,222,315 | ) | (65 | )% | (872,293 | ) | (23 | )% | ||||||||
| Loss from discontinued operations | - | - | % | (25,754 | ) | (1 | )% | |||||||||
| Net loss | (1,222,315 | ) | (65 | )% | (898,047 | ) | (24 | )% | ||||||||
Net Sales
Net sales from continuing operations for the three months ended September 30, 2017,March 31, 2023 were $33.22$1.87 million, an increasea decrease of 9%49% from $30.54$3.67 million infor the same period of 2016.2022. This increasedecrease in net sales resulted primarily from an 82% increasea 42.61% decrease in sales volume along with a 10.90% decrease in average selling price, which was partially offset by a 40% decrease in sales volume.price. Our three largest selling product categories infor the three months ended September 30, 2017March 31, 2023 were television cabinets, sofas, beds and dining tables,chairs, which accounted for approximately 48%42%, 32%19% and 6%13% of sales from continuing operations, respectively. Our largest selling product categories inFor the three months ended September 30, 2016March 31, 2022, the three largest selling categories were sofas, beds and dining tables,chairs, which accounted for approximately 57%45%, 15%14% and 6%10% of sales from continuing operations, respectively.
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The $2.68$1.79 million increasedecrease in net sales infrom continuing operations for the three months ended September 30, 2017,March 31, 2023, compared to the same period of 2016,2022, was mainly due to increaseddecreased sales to Australia and Asia. Australia sales increasedNorth America. Sales to North America decreased by 1,227%51.4% to $17.99$1.76 million infor the three months ended September 30, 2017,March 31, 2023, compared to $1.36$3.61 million infor the same period of 2016, primarily as a result2022, such decrease mainly due to inflation, U.S. tightening monetary policy, reducing the purchasing power of the customers and thus making them less willing to spend in nonfood categories. However, the decrease in net sales from continuing operations was partially offset by the increase in sales to other countries. Sales to other countries 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 this client. North American sales decreased 47%by $63,966 to $11.90 million in$117,900 for the three months ended September 30, 2017, compared to $22.53 million inMarch 31, 2023 from $53,934 for the same period of 2016,2022, primarily due to the abandonment 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 strategies to offer high margin products to customers. Sales to Asia, excluding Hong Kong, were $3.33 million in the three months ended September 30, 2017, an increase of 90% from $1.75 million in the same period of 2016, primarily due to the increases 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.
Cost of Sales
Cost of sales from continuing operations consists primarily of costs of finished goods purchased from otherthird-party manufacturers. Total cost of sales increasedfrom continuing operations decreased by 5%43% to $27.32$1.21 million infor the three months ended September 30, 2017,March 31, 2023, compared to $25.94$2.14 million infor the same period of 2016, due primarily to the increase in net sales.2022. Cost of sales as a percentage of sales decreasedincreased to 82% in65% for the three months ended September 30, 2017,March 31, 2023, compared to 85% in58% for the same period of 2016.2022. The decrease in cost of sales in dollar term was mainly due to decreased sales volume. The increase in cost of sales as a percentage of sales resultedwas a result of two factors: (a) our write down of $85,672 of our slow-moving inventory, primarily fromproducts in U.S., to the decreasedlower of cost of products purchased from third parties.
Moreover, if total cost of sales from continuing operations excluded our inventory write down of $85,672 for the three months ended September 30, 2017,March 31, 2023, total cost of sales from continuing operations would decrease by 47% to $1.13 million for the three months ended March 31, 2023, compared to 15% in$2.14 million for the same period of 2016. The increase in gross profit margin resulted primarily from decreased2022, and cost of sales as a percentage of net sales which was mainly duewould increase to a decreased cost of products purchased from third parties.
| 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 | ) | (- | %) | |||||||||
Gross Profit
Gross profit from continuing operations was $0.66 million for the ninethree months ended September 30, 2017March 31, 2023, compared to the same period during 2016 resulted primarily from the decreased cost of products purchased from third parties.
Moreover, if total cost of sales as a percentagefrom continuing operations excluded our inventory write down of $85,672 for the three months ended March 31, 2023, gross profit would be $0.75 million for the three months ended March 31, 2023, compared to $1.53 million for the same period of 2022, and our gross profit margin would be 40% for the three months ended March 31, 2023, compared to 42% for the same period of 2022. The decrease in gross profit and gross profit margin was mainly due to the decrease in our net sales along with the increase in our direct container sales which came with low profit margin.
Operating Expenses
Operating expenses from continuing operations consisted of selling, general and administrative expenses. Operating expenses from continuing operations were $1.84 million for the three months ended March 31, 2023, compared to $2.35 million for the same period of 2022. Selling expenses from continuing operations decreased by 7%, or $0.05 million, to $0.71 million for the three months ended March 31, 2023, from $0.77 million for the same period of 2022, primarily due to decreased marketing and advertising expenses. In addition, general and administrative expenses from continuing operations decreased by 29%, or $0.45 million, to $1.13 million for the three months ended March 31, 2023, from $1.58 million for the same period of 2022, primarily due to a decrease in technology services fees and audit fees of $0.15 million and $0.17 million, respectively.
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Other Expenses, Net
Other expenses, net, from continuing operations were $38,705 for the three months ended March 31, 2023, compared to $47,550 for the same period of 2022, representing a decrease in other expenses of $8,845. The decrease in other expenses was due primarily to a decreased cost of products purchased from third parties.
Income Tax Expenses
Income tax expenses from continuing operations were $0 for the U.S. General and administrative expense increased by 60% or $2.85 million to $7.61 million in the ninethree months ended September 30, 2017,March 31, 2023 and 2022, due to net loss incurred from $4.76continuing operations.
Loss from Continuing Operations
As a result of the foregoing, our loss from continuing operations was $1.22 million infor the three months ended March 31, 2023, compared to $0.87 million for the same period of 2016, primarily due 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).
Loss from Discontinued Operations
On February 15, 2022, we transferred our entire assets and business in Nova HK to Nova Malaysia, one of our subsidiaries. Operations of Nova HK 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 loss from discontinued operations net of tax, was approximately $1.48$0 and $0.03 million for the ninethree months ended September 30, 2016.
Net Income (Loss)
As a result of the foregoing, our net loss was $2.30$1.22 million infor the ninethree months ended September 30, 2017, asMarch 31, 2023, compared with $0.29to $0.90 million of net loss for the same period of 2016. This increase in net income was mainly due to the loss from discontinued operations of $1.48 million in the nine months ended September 30, 2016, and the income tax benefit of $0.75 million in the nine month ended September 30, 2017, compared with $60,063 of income tax expense in the same period of 2016. Our net profit margin from continuing operations was 3% in the nine months ended September 30, 2017, as compared with 2% of net profit margin from continuing operations and 0.4% of net loss margin for the same period of 2016.
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 March 31, 2023, 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$5,408,108 at September 30, 2017, an increaseMarch 31, 2023, a decrease of $7.43 million$1,149,521 from net working capital of $58,407,707$6,557,629 at December 31, 2016.2022. The ratio of current assets to current liabilities was 73.51-to-14.30-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 ninethree months ended September 30, 2017March 31, 2023 and 2016: 2022:
| 2023 | 2022 | |||||||
| Cash (used in) provided by: | ||||||||
| Operating activities | $ | (732,421 | ) | $ | (856,595 | ) | ||
| Investing activities | - | - | ||||||
| Financing activities | - | - | ||||||
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| 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 | |||||
Net cash used in operating activities was $5.36$0.73 million infor the ninethree months ended September 30, 2017, an increase ofMarch 31, 2023, a decrease in cash outflow of $3.90$0.12 million from $1.47$0.86 million of cash used in operating activities infor the same period of 2016. 2022.
The increasedecrease in cash outflow was attributable primarily to (i) an increasedincrease in cash inflow of $1.71 million for inventories to $0.68 million cash inflow for the three months ended March 31, 2023, from $1.04 million cash outflow of $8.28 million from advances to suppliers, compared with $3.61 million inflow infor the same period of 20162022, such increase in cash inflow being mainly due to strategic prepaymentsless purchases made from our suppliers for inventory purchasesthe three months ended March 31, 2023; and (ii) an increase in cash inflow of $0.21 million for accounts receivable to receive vendor discounts. We increased$0.03 million cash inflow for the prepayment amount by approximately $8.49three months ended March 31, 2023, from $0.19 million to one of our mattress suppliers who is manufacturer in U.S., comparing withcash outflow for the same period of 2016, due to we would like to sell more mattress2022, such increase in U.S. market becausecash inflow being mainly a result of higher profit margin comparing with our other products. We also had increasedless credit sales for the three months ended March 31, 2023. The decrease in operating cash outflow from inventorieswas partially offset by (i) an increase in cash outflow of $3.94$0.48 million infor advance to supplier to $0.04 million cash outflow for the ninethree months ended September 30, 2017, compared to $0.24March 31, 2023, from $0.44 million of cash inflow infor the same period of 2016,2022, such increase in cash outflow being mainly due to more deposits paid to our suppliers with less goods received from them for the three months ended March 31, 2023; and (ii) an increasedincrease in cash outflow of $0.46 million for other current assets to $0.33 million cash outflow for accounts payable of $2.21 million during the ninethree months ended September 30, 2017, compared toMarch 31, 2023, from $0.13 million cash inflow infor the same period of 2016. We had2022, such increase in cash inflow from accounts receivable of $4.96 million during the nine months ended September 30, 2017, compared to $0.56 million outflow in the same period of 2016. This increase wasbeing mainly due to the improved collection of accounts receivable. Net operating cash outflow from our discontinued operations was $0.17 million inincreasing prepaid expenses regarding technology services incurred for the ninethree months ended September 30, 2016.
Net cash provided by investing activities was $8.23 million in$0 for the ninethree months ended September 30, 2017, an increase of cash inflow of $2.96 million from $5.27 million inflow in the same period of 2016. In the nine months ended September 30, 2017, we received a cash inflow of $15.84 million from debt repayment from unrelated parties, an inflow of $1.25 million on collection of an assignment fee, which were partially offset by a cash outflow from advances to unrelated parties of $8.84 million,March 31, 2023 and a cash outflow of $17,443 from purchase of property and equipment. In the nine months ended September 30, 2016, we had cash received of $5.50 million from buyer, and paid $7,272 for purchasing property and equipment. Net investing cash outflow from our discontinued operations was $218,170 in the nine months ended September 30, 2016.
Net cash used inprovided by financing activities was $4.66 million in$0 for the ninethree months ended September 30, 2017, an increase of cash outflow of $5.71 million from cash inflow of $1.05 million in the same period of 2016. In the nine months ended September 30, 2017, we repaid $41.54 million on bank loans,March 31, 2023 and borrowed $36.88 million from bank loans. In the nine months ended September 30, 2016, we repaid $29.30 million for bank loans, borrowed $29.83 million from bank loans, and had $0.20 million cash received from warrant exercises. Net financing cash inflow from discontinued operations was $0.32 million in the nine months ended September 30, 2016.
As of September 30, 2017,March 31, 2023, we had gross accounts receivable of $37,056,181,$265,294, of which $31,040,535$44,923 was not yet past due $5,981,718and $11,893 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.$2,653. As of October 30, 2017, $2,198,458May 8, 2023, 21% of accounts receivable outstanding at September 30, 2017as of March 31, 2023 had been collected.
29% of October 30, 2017, $45,144,487, or 100%, ofour accounts receivable outstanding at December 31, 20162022 had been collected.
As of September 30, 2017March 31, 2023 and December 31, 2016,2022, we had advances to suppliers of $21,951,040$62,880 and $13,699,752,$21,173, 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 five4-6 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. 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, 2017 and December 31, 2016, no reserve on supplier prepayments had been made or recorded by us.
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.
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Other Long-Term Liabilities
As of March 31, 2023, we entered intorecorded long-term taxes payable of $1.16 million, consisting of an income tax payable of $1.16 million, primarily arising from a Securities Purchase Agreement (the “2015 Purchase Agreement”) with certain purchasers (the “Purchasers”) pursuant toone-time transition tax recognized in the fourth quarter of 2017 on our post-1986 foreign unremitted earnings, as ASC 740 specifies that tax positions for which we offered to the Purchasers, in a registered direct offering, an aggregate of 2,970,509 shares of common stock, par value $0.001 per share. Of these shares, 2,000,001 shares were sold to the Purchasers at a negotiated purchase price of $2.00 per share, for aggregate gross proceeds to us of $4,000,002, before deducting fees to the placement agent and other estimated offering expenses payable by us. In accordance with the termstiming of the 2015 Purchase Agreement,ultimate resolution is uncertain should be recognized as long-term liabilities.
We elected to pay the outstanding Series A Warrants described above and issued in connection withone-time transition tax over the transactions contemplated by the 2014 Purchase Agreement were exchanged for 660,030 shares of our common stock, and the outstanding Series C Warrants described above and issued in connection with the transactions contemplated by the 2014 Purchase Agreement were exchanged for 310,478 Shares of our common stock.
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 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 March 31, 2023. 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.
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) and 15d-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.
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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.
On March 8, 2022, the parties to the Barney Action filed a Stipulation of Settlement (“Settlement”) with the Court. Under the terms of the Settlement, and without admitting to any wrongdoing, fault, or liability, the Company agreed to a payment of $750,000 to completely resolve the Barney Action. The $750,000 would be funded by the remainder of any retention under applicable directors and officer liability insurance with the remainder paid by the directors and officer liability insurer. The settlement provides for the class members’ complete release of all claims against the Company and the named defendants with respect to any of the matters alleged in the litigation. The Settlement was subject to various conditions, including preliminary approval by the Court, notice to all class members, an opt-out period, and a final hearing and approval by the Court.
By Memorandum Opinion and Order dated August 29, 2022, the Court denied the Barney plaintiffs’ unopposed Motion to Certify a Settlement Class and to Approve the Settlement. The Court held that plaintiffs had not met their burden of establishing the prerequisites to class certification of adequacy of class counsel, numerosity, and the superiority of class certification in fairly and efficiently adjudicating the controversy. The Court similarly concluded that plaintiffs had failed to make a threshold showing that the settlement was fair and adequate. Finally, the Court rejected plaintiffs’ proposed plan for providing notice of the settlement to putative class members, finding that it was inadequate under the circumstances.
On March 31, 2023, the Barney plaintiffs filed a Renewed Motion for Preliminary Approval of Class Action Settlement, Renewed Stipulation of Settlement (“Renewed Settlement”), and accompanying Memorandum of Points and Authorities, which sought to address the Court’s concerns in the August 29, 2022, ruling. The Revised Settlement contains the same essential terms as the Settlement and is subject to inherent uncertaintiesthe same conditions, including preliminary approval by the Court, notice to all class members, an opt-out period, and an adversea final hearing and approval by the Court. The Renewed Motion for Preliminary Approval of Class Action Settlement is pending before the Court.
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.”
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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. Samuels purports to state direct claims under Sections 10(b) and 20 of the Exchange Act and SEC Rule 10b-5.
On March 3, 2020, the defendants filed motions to stay the derivative actions until the Barney Action is resolved or alternatively to dismiss on the grounds that plaintiffs’ failure to make demand upon the Board of Directors 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 that the derivative plaintiffs filed to consolidate the proceedings and appoint lead counsel off calendar.
With the settlement of the Barney action, the derivative actions will be activated. The parties disagree as to when that will occur. Defendants have asserted that the Action must remained stayed until the final disposition of the Barney Action, meaning, the Court’s final approval of the Settlement. Plaintiff’s position is that the Court should lift the stay because the class action plaintiffs agreed to settle the case. The Court has yet to address this issue.
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. The Company believes there is no basis to the derivative complaints and they will be vigorously defended if necessary.
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.results of operations.
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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: | By: | /s/ Thanh H. Lam | ||
Thanh H. Lam Chairperson and Chief Executive Officer (Principal Executive Officer) | ||||
| Date: | /s/ Jeffery Chuang | |||
Jeffery Chuang Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||