UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2020March 31, 2021

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the transition period from ____________ to ____________

 

Commission file number:  001-341240-28806

 

Ever-Glory International Group Inc.

(Exact name of registrant as specified in its charter)

 

Florida 65-0420146 

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

Ever-Glory Commercial Center,

509 Chengxin Road, Jiangning Development Zone,

Nanjing, Jiangsu Province,

People’s Republic of China

(Address of principal executive offices)

 

86-25-5209-6831

(Registrant’s (Registrant’s telephone number, including area code)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No  

 

Indicate by check mark whether the registrant has submitted electronically, 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, a smaller reporting company or an emerging growth company. See the 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 to Section 7(a)(2)(B) of the Securities Act. 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 

Securities registered under 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 EVK NASDAQ Global Market

  

Securities registered under Section 12(g) of the Act:  None. 

 

As of October 13, 2020, 14,809,160May 8, 2021, 14,810,660 shares of the Company’s common stock, $0.001 par value, were issued and outstanding.

 

 

 

 ��

EVER-GLORY INTERNATIONAL GROUP, INC.

FORM 10-Q

 

INDEX

 

  Page
Number
   
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSii
   
PART I.  FINANCIAL INFORMATION 
   
Item 1.Financial Statements1
   
Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 (unaudited)1
Condensed Consolidated Statements of Income (loss) and Comprehensive Income (loss) for the Three Months Ended March 31, 2021 and 2020 (unaudited)2
Condensed Consolidated Statements of Equity for The Three Months Ended March 31, 2021 and 2020 (unaudited)3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 (unaudited)4
Notes to the Condensed Consolidated Financial Statements (unaudited)5
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1716
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk3227
   
Item 4.Controls and Procedures3227
   
PART II.  OTHER INFORMATION28
   
Item 1.Legal Proceedings3328
   
Item 1A.Risk Factors3328
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds3328
   
Item 3.Defaults Upon Senior Securities3328
   
Item 4.Mine Safety Disclosure34 28
   
Item 5.Other Information3428
   
Item 6.Exhibits3429
   
SIGNATURES3530

 

i

 

Cautionary Note Regarding Forward-Looking Statements

 

Statements contained in this Quarterly Report on Form 10-Q, which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, whether expressed or implied, are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to:

 

 Competition within our industry;
   
 Seasonality of our sales;
   
 Success of our investments in new product development
   
 Our plans and ability to open new retail stores;
   
 Success of our acquired businesses;
   
 Our relationships with our major customers;
   
 The popularity of our products;
   
 Relationships with suppliers and cost of supplies;
   
 Financial and economic conditions in Asia, Japan, Europe and the U.S.;
   
 Anticipated effective tax rates in future years;
   
 Regulatory requirements affecting our business;
   
 Currency exchange rate fluctuations;
   
 Our future financing needs; and
   
 Our ability to obtain future financing on acceptable terms.

 

Forward-looking statements also include the assumptions underlying or relating to any of the foregoing or other such statements. When used in this report, the words “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “continue,” and similar expressions are generally intended to identify forward-looking statements.

 

Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the factors described in the Section entitled “Risk Factors” on Form 10-K and other documents we file from time to time with the Securities and Exchange Commission (the “SEC(’SEC’).

  

ii

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1.Financial Statements

 

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands of U.S. Dollars, except share and per share data or otherwise stated)

AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019 (UNAUDITED)

 2020  2019  March 31,
2021
  December 31,
2020
 
ASSETS          
          
CURRENT ASSETS          
Cash and cash equivalents $69,950  $48,551  $78,056  $81,865 
Restricted cash  20,552   2,204   45,660   39,858 
Trading securities  817   -   3,036   1,792 
Accounts receivable, net  62,866   78,053   46,719   53,285 
Inventories  46,443   67,355   43,342   53,893 
Advances on inventory purchases  7,393   9,681   7,802   10,261 
Value added tax receivable  2,106   2,495   1,183   1,244 
Other receivables and prepaid expenses  5,229   5,293   5,956   5,479 
Amounts due from related parties  1,086   123   674   567 
Total Current Assets  216,442   213,755   232,428   248,244 
                
NONCURRENT ASSETS        
NON-CURRENT ASSETS        
Equity security investment  2,936   -   3,877   3,932 
Intangible assets, net  4,628   4,729   4,712   4,794 
Property and equipment, net  28,203   28,812   31,881   32,164 
Operating lease right-of-use assets  37,705   53,379   55,839   41,690 
Deferred tax assets  1,099   996   879   902 
Total Non-Current Assets  74,571   87,916   97,188   83,482 
TOTAL ASSETS $291,013  $301,671  $329,616  $331,726 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                
CURRENT LIABILITIES                
Bank loans $48,444  $29,931  $71,534  $65,919 
Accounts payable  65,155   72,418   52,083   67,762 
Accounts payable and other payables – related parties  3,878   4,811   2,829   3,764 
Other payables and accrued liabilities  14,159   19,137   13,522   16,073 
Value added and other taxes payable  1,134   1,657   684   909 
Income tax payable  1,104   1,142   704   1,062 
Current operating lease liabilities  29,296   44,888   47,327   33,481 
Total Current Liabilities  163,170   173,984   188,683   188,970 
                
NONCURRENT LIABILITIES        
NON-CURRENT LIABILITIES        
Non-current operating lease liabilities  8,491   8,537   8,622   8,307 
TOTAL LIABILITIES  171,661   182,521   197,305   197,277 
                
COMMITMENTS AND CONTINGENCIES (Note 9)                
                
STOCKHOLDERS’ EQUITY                
Stockholders’ equity:                
Preferred stock ($0.001 par value, authorized 5,000,000 shares, no shares issued and outstanding)  -   - 
Common stock ($0.001 par value, authorized 50,000,000 shares, 14,809,160 and 14,801,770 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively)  15   15 
Common stock ($0.001 par value, authorized 50,000,000 shares, 14,810,660 and 14,809,160 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively)  15   15 
Additional paid-in capital  3,650   3,640   3,655   3,650 
Retained earnings  102,049   106,328   108,001   109,171 
Statutory reserve  19,939   19,939   20,376   20,376 
Accumulated other comprehensive (loss)  (1,308)  (4,330)
Accumulated other comprehensive income  3,238   4,590 
Amounts due from related party  (3,430)  (4,932)  (2,974)  (3,353)
Total equity attributable to stockholders of the Company  120,915   120,660 
Noncontrolling interest  (1,563)  (1,510)
Total Equity  119,352   119,150 
Total equity  132,311   134,449 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $291,013  $301,671  $329,616  $331,726 

 

See the accompanying notes to the condensed consolidated financial statements.

1

1

 

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES CONDENSED

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (Unaudited)
(In thousands of U.S. Dollars, except share and per share data or otherwise stated)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)

  Three months ended  Nine months ended 
  September 30,  September 30, 
  2020  2019  2020  2019 
NET SALES $79,908  $113,326  $188,350  $278,598 
COST OF SALES  56,235   88,967   134,193   195,895 
                 
GROSS PROFIT  23,673   24,359   54,157   82,703 
                 
OPERATING EXPENSES                
Selling expenses  12,996   17,944   39,101   58,651 
General and administrative expenses  7,818   7,584   19,574   22,450 
Total Operating Expenses  20,814   25,528   58,675   81,101 
                 
INCOME (LOSS) FROM OPERATIONS  2,859   (1,169)  (4,518)  1,602 
                 
OTHER INCOME (EXPENSES)                
Interest income  313   215   930   699 
Interest expense  (700)  (265)  (1,607)  (1,036)
Other income, net  574   502   2,236   1,616 
Total Other Income, Net  187   452   1,559   1,279 
                 
INCOME (LOSS) BEFORE INCOME TAX EXPENSE  3,046   (717)  (2,959)  2,881 
Income tax expense  (822)  (387)  (1,315)  (2,667)
                 
NET INCOME (LOSS)  2,224   (1,104)  (4,274)  214 
                 
Net loss (income) attributable to the non-controlling interest  (8)  28   (4)  46 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY  2,216   (1,076)  (4,278)  260 
                 
NET INCOME (LOSS) $2,224  $(1,104) $(4,274) $214 
                 
Foreign currency translation gain (loss)  4,664   (3,729)  2,964   (2,244)
COMPREHENSIVE INCOME (LOSS)  6,888   (4,833)  (1,310)  (2,030)
                 
Comprehensive loss (income) attributable to the non-controlling interest  51  15   53  67 
COMPREHENSIVE INCOME (LOSS)  ATTRIBUTABLE TO THE COMPANY $6,939  $(4,818) $(1,257) $(1,963)
                 
EARNINGS PER SHARE ATTRIBUTABLE TO THE COMPANY’S STOCKHOLDERS                
Basic and diluted $0.15  $(0.07) $(0.29) $0.02 
Weighted average number of shares outstanding Basic and diluted  14,808,737   14,801,770   14,805,987   14,801,770 
  Three Months Ended 
  March 31,
2021
  March 31,
2020
 
       
SALES $70,814  $58,355 
         
COST OF SALES  48,379   42,317 
         
GROSS PROFIT  22,435   16,038 
         
OPERATING EXPENSES        
Selling expenses  15,548   13,478 
General and administrative expenses  7,851   5,785 
Total operating expenses  23,399   19,263 
             
LOSS FROM OPERATIONS  (964)  (3,225)
         
OTHER INCOME (EXPENSE)        
Interest income  224   277 
Interest expense  (492)  (341)
Government subsidy  259   460 
Other income (expense), net  532   358 
Total other income (expense), net  523   754 
         
LOSS BEFORE INCOME TAX  (441)  (2,471)
         
INCOME TAX EXPENSE  (729)  (227)
         
NET LOSS  (1,170)  (2,698)
Net income attributable to the non-controlling interest  -   (3)
NET LOSS ATTRIBUTABLE TO THE COMPANY $(1,170) $(2,701)
         
NET LOSS $(1,170) $(2,698)
Foreign currency translation loss  (1,352)  (1,437)
COMPREHENSIVE LOSS $(2,522) $(4,135)
         
Comprehensive loss attributable to the non-controlling interest  -   6 
         
COMPREHENSIVE LOSS ATTRIBUTABLE TO THE COMPANY $(2,522) $(4,129)
LOSS PER SHARE:        
Basic and diluted $(0.08) $(0.18)
Weighted average number of shares outstanding Basic and diluted  14,810,001   14,804,832 

 

See the accompanying notes to the condensed consolidated financial statements.


2

  

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

FOR THE THREE MONTHS ENDED March 31, 2021 AND 2020 (Unaudited)

(In thousands of U.S. Dollars, except share and per share data or otherwise stated)

     Additional  Retained Earnings  Accumulated
other
  Amounts
due from
  Total
equity
attributable
to
stockholders
  Non-    
  Common Stock  paid-in     Statutory  Comprehensive  related  of the  controlling  Total 
  Shares  Amount  capital  Unrestricted  reserve  Income (loss)  party  Company  Interest  equity 
Balance at January 1, 2021  14,809,160  $15  $3,650  $109,171  $20,376  $4,590  $(3,353) $134,449  $-  $134,449 
                                         
Stock-based compensation  1,500   -   5   -   -   -   -   5   -   5 
Net loss  -   -   -   (1,170)  -   -   -   (1,170)  -   (1,170)
Net cash received from related party under counter guarantee agreement  -   -   -   -   -   -   379   379   -   379 
Foreign currency translation loss  -   -   -   -   -   (1,352)  -   (1,352)  -   (1,352)
Balance at March 31, 2021  14,810,660  $15  $3,655  $108,001  $20,376  $3,238  $(2,974) $132,311   -  $132,311 

     Additional  Retained Earnings  Accumulated
other
  Amounts
due from
  Total
equity
attributable
to
stockholders
  Non-    
  Common Stock  paid-in     Statutory  Comprehensive  related  of the  controlling  Total 
  Shares  Amount  capital  Unrestricted  reserve  Income (loss)  party  Company  Interest  equity 
Balance at January 1, 2020  14,801,770  $15  $3,640  $106,328  $19,939  $(4,330) $(4,932) $120,660   (1,510) $119,150 
                                         
Stock-based compensation  3,062   -   5   -   -   -   -   5   -   5 
Net income (loss)  -   -   -   (2,701)  -   -   -   (2,701)  3   (2,698)
Net cash received from related party under counter guarantee agreement  -   -   -   -   -   -   785   785   -   785 
Foreign currency translation income (loss)  -   -   -   -   -   (1,440)  -   (1,440)  3   (1,437)
Balance at March 31, 2020  14,804,832  $15  $3,645  $103,627  $19,939  $(5,770) $(4,147) $117,309   (1,504) $115,805 

See the accompanying notes to the condensed consolidated financial statements.

3

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands of U.S. Dollars, except share and per share data or otherwise stated)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)

     Additional  Retained Earnings  Accumulated
other
  Amounts
due from
  Total
equity
attributable
to stockholders
  Non-    
  Common Stock  paid-in     Statutory  Comprehensive  related  of the  controlling  Total 
  Shares  Amount  capital  Unrestricted  reserve  loss  party  Company  Interest  equity 
Balance at January  1, 2020  14,801,770  $15  $3,640  $106,328  $19,939  $(4,330) $(4,932) $120,660   (1,510) $119,150 
Stock issued for compensation  3,062   -   5   -   -   -   -   5       5 
Net loss  -   -   -   (2,701)  -   -   -   (2,701)  3   (2,698)
Net cash received from related party under counter guarantee agreement  -   -   -   -   -   -   785   785   -   785 
Foreign currency translation gain (loss)                      (1,440)  -   (1,440)  3   (1,437)
Balance at March 31, 2020  14,804,832   15   3,645   103,627   19,939   (5,770)  (4,147)  117,309   (1,504)  115,805 
Net loss              (3,794)              (3,794)  (6)  (3,800)
Net cash received from related party under counter guarantee agreement                          151   151       151 
Foreign currency translation loss                      (261)      (261)  (2)  (263)
Balance at June 30, 2020  14,804,832  $15  $3,645  $99,833  $19,939  $(6,031) $(3,996) $113,405   (1,512) $111,893 
Stock issued for compensation  4,328   -   5   -   -   -   -   5       5 
Net income              2,216               2,216   8   2,224 
Net cash received from related party under counter guarantee agreement                          566   566   -   566 
Foreign currency translation gain                      4,723       4,723   (59)  4,664 
Balance at September 30, 2020  14,809,160  $15  $3,650  $102,049  $19,939  $(1,308) $(3,430) $120,915   (1,563) $119,352 

     Additional  Retained Earnings  Accumulated
other
  Amounts
due from
  Total
equity
attributable
to stockholders
  Non-    
  Common Stock  paid-in     Statutory  Comprehensive  related  of the  controlling  Total 
  Shares  Amount  capital  Unrestricted  reserve  income  party  Company  Interest  equity 
Balance at January 1, 2019  14,798,198  $    15  $3,627  $105,914  $19,083  $(3,578) $(10,354) $114,707   (1,551) $113,156 
Stock issued for compensation  1,942   0.004   8   -   -   -   -   8       8 
Net income (loss)  -   -   -   (521)  -   -   -   (521)  66   (455)
Net cash received from related party under counter guarantee agreement  -   -   -   -   -   -   1,101   1,101   -   1,101 
Foreign currency translation gain                      3,972   -   3,972   34   4,006 
Balance at March 31, 2019  14,800,140   15   3,635   105,393   19,083   394   (9,253)  119,267   (1,451)  117,816 
Net income (loss)              1,856               1,856   (83)  1,773 
Net cash received from related party under counter guarantee agreement                          1,390   1,390       1,390 
Foreign currency translation loss                      (2,487)      (2,487)  34   (2,453)
Balance at June 30, 2019  14,800,140  $15  $3,635  $107,249  $19,083  $(2,093) $(7,863) $120,026   (1,500) $118,526 
Stock issued for compensation  1,630   0.002   5                   5       5 
                                         
Net income (loss)              (1,076)              (1,076)  (28)  (1,104)
Net cash advanced to related party under counter guarantee agreement                          1,215   1,215       1,215 
Foreign currency translation loss                      (3,729)      (3,729)  43   (3,686)
Balance at September 30, 2019  14,801,770  $15  $3,640  $106,173  $19,083  $(5,822) $(6,648) $116,441   (1,485) $114,956 
  Three Months Ended 
  March 31,
2021
  March 31,
2020
 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss $(1,170) $(2,698)
Adjustments to reconcile net loss to cash provided by operating activities:        
Depreciation and amortization  1,377   1,587 
Gain on disposal of intangible assets  -   (268)
Loss from sale of property and equipment  102   102 
(Recovering from) Provision of bad debt allowance  (196)  278 
Provision for obsolete inventories  3,583   4,204 
Changes in fair value of trading securities  (262)  - 
Changes in fair value of investment  28   - 
Deferred income tax  17   104 
Stock-based compensation  5   5 
Changes in operating assets and liabilities        
Accounts receivable  6,509   34,906 
Inventories  6,805   10,303 
Value added tax receivable  52   210 
Other receivables and prepaid expenses  (367)  364 
Advances on inventory purchases  2,544   2,855 
Amounts due from related parties  (71)  142 
Accounts payable  (14,690)  (19,864)
Accounts payable and other payables- related parties  (769)  (1,038)
Other payables and accrued liabilities  (3,221)  (5,587)
Value added and other taxes payable  (220)  (31)
Income tax payable  (358)  (1,019)
Net cash (used in) provided by operating activities  (302)  24,555 
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchases of property and equipment  (1,378)  (78)
Disposal of intangible assets  -   353 
Purchases of trading securities  (1,238)  - 
Proceeds from trading securities  255   - 
Net cash (used in) provided by investing activities  (2,361)  275 
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from bank loans  12,336   11,464 
Repayment of bank loans  (6,168)  (14,884)
Net collection (advance) of amounts due from related party (equity)  148   748 
Net cash provided by (used in) financing activities  6,316   (2,672)
         
EFFECT OF EXCHANGE RATE CHANGES ON CASH  (1,659)  1,497 
         
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH  1,993   23,655 
         
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD  121,723   48,551 
         
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $123,716  $72,206 
         
Reconciliation of cash, cash equivalents and restricted cash reported within their consolidated balance sheets:        
         
Cash and Cash Equivalents  78,056   70,036 
Restricted cash  45,660   2,170 
  $123,716  $72,206 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid during the period for:        
Interest $492  $341 
Income taxes $729  $1,218 

 

See the accompanying notes to the condensed consolidated financial statements.


4

  

EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. Dollars, except share and per share data or otherwise stated)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)

  2020  2019 
CASH FLOWS FROM OPERATING ACTIVITIES      
Net (loss) income $(4,274) $214 
Adjustments to reconcile net (loss) income to cash provided by operating activities:        
Depreciation and amortization  4,114   6,824 
Loss from sale of property and equipment  283   16 
Provision of bad debt allowance  683   820 
Provision for obsolete inventories  5,786   3,846 
Investment loss from the trading securities  13   - 
Deferred income tax  (165)  (2,388)
Stock-based compensation  10   12 
Changes in operating assets and liabilities        
Accounts receivable  15,571   312 
Inventories  16,135   (4,979)
Value added tax receivable  (577)  (281)
Other receivables and prepaid expenses  50   3,738 
Advances on inventory purchases  2,461   (3,214)
Amounts due from related parties  (848)  16 
Accounts payable  (7,842)  6,253 
Accounts payable and other payables- related parties  (1,112)  (692)
Other payables and accrued liabilities  (6,093)  (10,594)
Value added and other taxes payable  467   (4,120)
Income tax payable  (64)  746 
Net cash provided by (used in) operating activities  24,598   (3,471)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchases of property and equipment  (2,769)  (6,555)
Purchases of trading securities  (825)  - 
Investment in a partnership  (2,936)  - 
Net cash used in investing activities  (6,530)  (6,555)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from bank loans  66,599   42,570 
Repayment of bank loans  (49,278)  (35,620)
Net collection (advance) of amounts due from related party (equity)  1,618   3,937 
Net cash provided by financing activities  18,939   10,887 
         
EFFECT OF EXCHANGE RATE CHANGES ON CASH  2,740   (650)
         
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH  39,747   211 
         
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD  50,755   47,012 
         
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $90,502  $47,223 
         
Reconciliation of cash, cash equivalents and restricted cash reported within their consolidated balance sheets:        
         
Cash and Cash Equivalents  69,950   45,837 
Restricted cash  20,552   1,386 
  $90,502  $47,223 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
         
Cash paid during the period for:        
Interest $1,607  $1,036 
Income taxes $1,455  $4,196 

See the accompanying notes to the condensed consolidated financial statements.


EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2021 AND 2020 AND 2019

(UNAUDITED)

 

NOTE 1 Nature of Operations and Basis of PresentationBASIS OF PRESENTATION

 

Ever-Glory International Group, Inc. (the “Company” or “We” or “Ours”), together with its subsidiaries, is an apparel manufacturer, supplier and retailer in The People’s Republic of China (“China”China or “PRC”), with a wholesale segment and a retail segment. The Company’s wholesale business consists of recognized brands for department and specialty stores located in China, Europe, Japan and the United States. The Company’s retail business consists of flagship stores and store-in-stores located in China for the Company’s own-brand products.

 

The Company’s wholesale operations are provided primarily through the Company’s wholly-owned PRC subsidiaries, Goldenway Nanjing Garments Co. Ltd. (“Goldenway”), Nanjing Catch-Luck Garments Co. Ltd. (“Catch-Luck”), Nanjing New-Tailun Garments Co. Ltd (“New-Tailun”), Haian Tai Xin Garments Trading Company Limited (“Haian Tai Xin”), Ever-Glory International Group Apparel Inc.(“Ever-Glory Apparel”), Chuzhou Huirui Garments Co. Ltd. (“Huirui”), and Nanjing Tai Xin Garments TradingRui Lian Technology Company Limited (“Tai Xin”Nanjing Rui Lian”), and the Company’s wholly-owned Samoa subsidiary, Ever-Glory International Group (HK) Ltd. (“Ever-Glory HK”) and the Company’s wholly-owned Hong Kong subsidiary,Ever-Glory Supply Chain Service Co., Limited (“Ever-Glory Supply Chain”).  The Company’s retail operations are provided through its wholly- owned subsidiaries, Shanghai LA GO GO Fashion Company Limited (“Shanghai LA GO GO”), Jiangsu LA GO GO Fashion Company Limited (“Jiangsu LA GO GO”), Tianjin LA GO GO Fashion Company Limited (“Tianjin LA GO GO”), Shanghai Ya Lan Fashion Company Limited (“Ya Lan”), Shanghai Yiduo Fashion Company Limited (“Shanghai Yiduo”) and Xizang He Meida Trading Company Limited (“He Meida”), and Nanjing Tai Xin Garments Trading Company Limited (“Tai Xin”).

 

In March 2020, the Company incorporated Nanjing Rui Lian TechnologyShanghai Yiduo Fashion Company Limited, (“Nanjing Rui Lian”)the only then subsidiary with non-controlling interests, was deconsolidated from the financial statements as of December 31, 2020 as a result of bankruptcy liquidation.

He Meida was closed in April 2021, which is not a strategic shift and it isdoes not have major effect on the Company’s wholly-owned PRC subsidiaries. Nanjing Rui Lian is engaged in the business of garments trading.operations or financial results.

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the condensed consolidated balance sheet as of September 30, 2020March 31, 2021 the condensed consolidated statements of income (loss) and comprehensive income (loss), condensed consolidated statements of equity, and condensed consolidated statements of cash flows for the three and nine months ended September 30, 2020March 31, 2021 and 2019.2020. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 8-03 of Regulation S-X of the Securities and the SEC.Exchange Commission (the “SEC”). Accordingly, they have been condensed and do not include all of the information and footnotes required by GAAP for complete financial statements.

 

Wholesale revenues are generally higher in the third and fourth fiscal quarters, while retail revenues are generally higher in the first and fourth fiscal quarters. The results of operations for the ninethree months ended September 30, 2020March 31, 2021 are not necessarily indicative of the results of operations to be expected for the full fiscal year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.2020. 

  


5

 

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

 

The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20192020 filed with the SEC (“20192020 Form 10-K.”)

Equity security investment

The Company accounts for equity security investments through which management exercises significant influence but does not have control over the investee under the equity method. Under the equity method, the investment is initially recorded at cost and adjusted for the Company’s share of undistributed earnings or losses of the investee every year.

The Company utilizes the measurement alternative for equity security investments that do not have readily determinable fair values and measures these investments at cost less impairment plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer.

The Company classifies its equity security investment without readily determinable fair value as non-current assets on the consolidated balance sheets.

  

Use of Estimates

 

In preparing our condensed consolidated financial statements, we use estimates and assumptions that affect the reported amounts and disclosures. Our estimates are often based on complex judgments, probabilities and assumptions that we believe to be reasonable, but that are inherently uncertain and unpredictable. We are also subject to other risks and uncertainties that may cause actual results to differ from estimated amounts. Significant estimates include the assumptions used to value tax liabilities, derivative financial instruments, equity security investments, the estimates of the allowance for deferred tax assets, and the accounts receivable allowance, and impairment of long-lived assets and inventory write off.

 

Recently Issued Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”; In November 2019, the FASB issued ASU No. 2019-10 “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”; In March 2020, the FASB issued ASU No. 2020-03 “Codification Improvements to Financial Instruments”; which modifies the measurement of expected credit losses of certain financial instruments. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2022. The Company is currently assessing the impact of this ASU on its consolidated financial statements.

 

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

 

NOTE 3 INVESTMENTS

 

Trading securities

 

Investments in equity securities of certain US public companies are accounted for as trading securities and measured subsequently at fair value in the condensed consolidated balance sheets. Net gains and losses recognized during the three months periods are summarized as follows (In thousands of U.S. Dollars).

   

Net gains and (losses) recognized during the period on equity securities $(14)
Less: Net gains and (losses) recognized during the period on equity securities sold during the period  (1)
Unrealized gains and (losses) recognized during the reporting period on equity securities still held at the reporting date $(13)
  March 31,
2021
  March 31,
2020
 
  (In thousands of
U.S. Dollars)
 
Net gains recognized during the period on equity securities $262  $   - 
Less: Net gains recognized during the period on equity securities sold during the period  54   - 
Unrealized gains recognized during the reporting period on equity securities still held at the reporting date $208  $- 

 


6

 

Equity security investment without readily determinable fair value

 

In August 2020, Ever-Glory Apparel invested $3.0$2.9 million (RMB 20.0 million) for 2.38% ownership in a partnership (“Partnership”), which is planning to invest. In December 2020, the Partnership invested in a Chinese public listed company.company in China. As a limited partner, the Company does not have ability to exercise significant influence due to lack of kick-out rights through voting interests. In the meantime, the Company entered an agreement with the general partner of the Partnership (GP) and an individual that the Company has the privilege to sell the ownership interests in the Partnership to GP or the individual for the consideration of the average net asset value ten trading days prior to the closing date, if the Company is not able to withdraw any part of the original investment from the Partnership in the twelve months period beginning the third year of the initial investment (“optional withdrawal period”). If the Company opts to withdraw entire investment during the optional withdrawal period, the GP will compensate up to 8% of annual return on investment. If the return on investment is in excess of 8% for any portion of the investment withdrawn during the optional withdrawal period, then 20% of the return in excess of 8% will be shared with the individual. The Company may also continue to invest in the Partnership beyond the optional withdrawal period, but none of above agreement with the GP and the individual is in place.

 

The Company reported this investment at cost sinceIn December 2020, the Partnership invested in a public company in China. Since there is no readily determinable fair value of the equity investment, the Company started to measure its equity investment at September 30,fair value using the public company’s stock price and the Company’s shares since December 31, 2020. At each reporting period, the Company mademakes a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. There is no significant adverse change in the regulatory, economic, or technological environment of the investee. So the investment was not impaired at September 30, 2020.March 31, 2021.

 

NOTE 4 INVENTORIES

 

Inventories at September 30, 2020March 31, 2021 and December 31, 20192020 consisted of the following:

 

 September 30,
2020
  December 31,
2019
  March 31,
2021
  December 31,
2020
 
 (In thousands of
U.S. Dollars)
  (In thousands of
U.S. Dollars)
 
Raw materials $1,051  $1,468  $1,029  $1,297 
Work-in-progress  7,349   8,025   11,211   8,130 
Finished goods  38,043   57,862   31,102   44,466 
Total inventories $46,443  $67,355  $43,342  $53,893 

 

NOTE 5 BANK LOANS

 

Bank loans represent amounts due to various banks and are generally due on demand or within one year. These loans can be renewed with the banks. Short term bank loans consisted of the following as of September 30, 2020March 31, 2021 and December 31, 2019.2020.

 

 September 30,
2020
  December 31,
2019
  March 31,
2021
  December 31,
2020
 
Bank (In thousands of
U.S. Dollars)
  (In thousands of
U.S. Dollars)
 
Shanghai Pudong Development Bank $47,943  $42,157 
Industrial and Commercial Bank of China $20,552  $18,629   21,308   21,462 
Shanghai Pudong Development Bank  22,754   - 
China Minsheng Bank  2,936   2,866 
Nanjing Bank  2,202   6,449   2,283   2,300 
Bank of Communications  -   1,426 
HSBC  -   561 
 $48,444  $29,931  $71,534  $65,919 

 

In August 2018, Goldenway2020, Ever-Glory Apparel entered into a line of credit agreement for approximately $3.0 million (RMB20.0 million) with Nanjingthe Shanghai Pudong Development Bank which allows the Company to borrow up to approximately $7.3 million (RMB50.0 million). These loans areand guaranteed by Jiangsu Ever-Glory International Group Corp. (“Jiangsu Ever-Glory”), an entity controlled by Mr. Kang, the Company’s Chairman and Chief Executive Officer. These loans are also collateralized by the Company’s property and equipment.Goldenway. As of March 31, 2021, Ever-Glory Apparel had borrowed $2.3 million (RMB 15.0 million) under this line of credit with annual interest 3.01% and due on September 30, 2020,2021. As of March 31, 2021, approximately $7.3$0.7 million was unused and available under this line of credit.

 


7

From March 2020 to July 2020, Ever-Glory Apparel entered into a certificate of three-year time deposit of $29.0 million (RMB190.0 million) with the Shanghai Pudong Development Bank with annual interest rates ranging from 3.75% to 3.99%. From July to November 2020, Ever-Glory Apparel pledged the certificate of three-year time deposit to the Shanghai Pudong Development Bank and Ever-Glory Apparel had borrowed $29.0 million (RMB 190.0 million) under this line of certificate with an annual interest rate from 2.50% to 3.10% and due on between May 2021 and October 2021.

 

In December 2020, Goldenway entered into a certificate of three-year time deposit of $16.7 million (RMB110.0 million) with the Shanghai Pudong Development Bank with an annual interest rate of 3.85%. From November 2018,2020 to February 2021, Goldenway pledged the certificate of three-year time deposit to the Shanghai Pudong Development Bank and Goldenway had borrowed $16.7 million (RMB 110.0 million) under this line of certificate with annual interest rate of 2.90% and 3.4%, due between May 2021 and February 2022.

In April 2020, Goldenway entered into a line of credit agreement with Industrial and Commercial Bank of China, which allows the Company to borrow up to approximately $6.1 million (RMB40.0 million). These loans are collateralized by the Company’s property and equipment. As of March 31, 2021, Goldenway had borrowed $6.1 million (RMB40.0 million) from Industrial and Commercial Bank of China with an annual interest rate 4.57% and due in August 2021.

In July 2019, Ever-Glory Apparel entered into a line of credit agreement for approximately $14.7$15.2 million (RMB100.0 million) with Industrial and Commercial Bank of China, which is collateralized by assets of Nanjing Knitting, an equity investee of Jiangsu Ever-Glory International Group Corp. (“Jiangsu Ever-Glory”), under a collateral agreement executed among Ever-Glory Apparel, Nanjing Knitting and the bank. As of September 30, 2020,March 31, 2021, Ever-Glory Apparel had borrowed $14.7$15.2 million (RMB 100.0 million) under this line of credit with annual interest rates ranging from 3.92%3.95% to 4.35% and due on from Octoberbetween May 2021 to March 2022.

In April 2020, Goldenway entered into a line of credit agreement with Nanjing Bank, which allows the Company to May 2021.borrow up to approximately $6.9 million (RMB45.0 million). These loans are guaranteed by Jiangsu Ever-Glory International Group Corp. (“Jiangsu Ever-Glory”), an entity controlled by Mr. Kang, the Company’s Chairman and Chief Executive Officer. These loans are also collateralized by the Company’s property and equipment. As of March 31, 2021, approximately $6.9 million was unused and available under this line of credit.

 

In June 2019,2020, LA GO GO entered into a revolving line of credit agreement with Nanjing Bank, which allows the Company to borrow up to approximately $2.9$3.0 million (RMB20.0 million). The line of credit is guaranteed by Mr. Kang and Goldenway. As of September 30, 2020,March 31, 2021, LA GO GO had borrowed $2.2$2.3 million (RMB 15.0 million) under this line of credit with annual interest 4.55% and due onin September 2021. As of September 30, 2020,March 31, 2021, approximately $0.7 million was unused and available under this line of credit.

In August 2019, Ever-Glory Apparel and Goldenway collectively entered into a secured banking facility agreement for a combined revolving import facility, letter of credit, invoice financing facilities and a credit line for treasury products of up to $2.5 million with the Nanjing Branch of HSBC (China) Company Limited (“HSBC”). This agreement is guaranteed by the Company and Mr. Kang. As of September 30, 2020, approximately $2.5 million was unused and available under this line of credit.

 

In September 2019, Ever-Glory Apparel entered into a line of credit agreement for approximately $8.8$9.1 million (RMB60.0 million) with Nanjing Bank and guaranteed by Jiangsu Ever-Glory, Mr. Kang and Goldenway. As of September 30, 2020,March 31, 2021, approximately $8.8$9.1 million was unused and available under this line of credit.

 

In September 2019, LA GO GO entered into a line of credit agreement for approximately $2.9 million (RMB20.0 million) with the Bank of Communications and guaranteed by Jiangsu Ever-Glory, Ever-Glory Apparel and Jiangsu LAGOGO. As of September 30, 2020, approximately $2.9 million was unused and available under this line of credit.

In September 2019,March 2021, Ever-Glory Apparel entered into a line of credit agreement for approximately $5.9 million (RMB40.0 million) with the Shanghai Pudong Development Bank and guaranteed by Goldenway. As of September 30, 2020, Ever-Glory Apparel had borrowed $2.2 million (RMB 15.0 million) under this line of credit with annual interest 3.01% and due on September 2021. As of September 30, 2020, approximately $3.7 million was unused and available under this line of credit. In March 2020, Ever-Glory Apparel entered into a certificate of three-year time deposit of $20.6 million (RMB140.0 million) with the Shanghai Pudong Development Bank with annual interest rates ranging from 3.85% to 3.99%. From July to September 2020, Ever-Glory Apparel pledged the certificate of three-year time deposit to the Shanghai Pudong Development Bank and Ever-Glory Apparel had borrowed $20.6 million (RMB 140.0 million) under this line of certificate with an annual interest rate of 2.62% and due on from July to September 2021.

In October 2019, LA GO GO entered into a line of credit agreement for approximately $2.9 million (RMB20.0 million) with China Minsheng Bank and guaranteed by Ever-Glory Apparel and Mr. Kang. As of September 30, 2020, LA GO GO had borrowed $2.9 million (RMB20.0 million) from China Minsheng Bank with an annual interest rate of 5.0% and due in November 2020.  

In December 2019, Goldenway entered into a line of credit agreement with Industrial and Commercial Bank of China, which allows the Company to borrow up to approximately $5.9 million (RMB40.0 million). These loans are collateralized by the Company’s property and equipment. As of September 30, 2020, Goldenway had borrowed $5.9 million (RMB40.0 million) from Industrial and Commercial Bank of China with an annual interest rate 4.57% and due on August 2021.

In April 2020, Ever-Glory Apparel entered into a line of credit agreement for approximately $4.4$4.6 million (RMB30.0 million) with Bank of China and guaranteed by Jiangsu Ever-Glory. These loans are also collateralized by assets of Jiangsu Ever-Glory’s equity investee, Chuzhou Huarui, under a collateral agreement executed by Ever-Glory Apparel, Chuzhou Huarui and Bank of China. As of September 30, 2020,March 31, 2021, approximately $4.4$4.6 million was unused and available under this line of credit.

 

All bank loans are used to fund our daily operations. All loans have been repaid before or at maturity date.

 

Total interest expense on bank loans amounted to $1.6$0.5 million and $1.0 million for the nine months ended September 30, 2020 and 2019, respectively, and $0.7 million and $0.2$0.3 million for the three months ended September 30,March 31, 2021 and 2020, and 2019, respectively.


 

NOTE 6 INCOME TAX

 

The Company’s operating subsidiaries are governed by the Income Tax Law of the PRC concerning Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (“the Income Tax Laws”).

 

All PRC subsidiaries, except for He Meida, are subject to income tax at the 25% statutory rate.

 

8

He Meida incorporated in Xizang (Tibet) Autonomous Region is subject to income tax at 15% statutory rate. The local government has implemented an income tax reduction from 15% to 9% valid through December 31, 2020. He Meida was closed in April 2021.

 

Perfect Dream was incorporated in the British Virgin Islands (BVI), and under the current laws of the BVI dividends and capital gains arising from the Company’s investments in the BVI are not subject to income taxes.

 

Ever-Glory HK was incorporated in Samoa, and under the current laws of Samoa has no liabilities for income taxes.

 

Ever-Glory Supply Chain Service Co., Limited was incorporated in Hongkong, and under the current laws of Hongkong, its income tax rate is 8.25% when its profit is under HKD 2.0 million and its income tax rate is 16.5% when its profit is over HKD 2.0 million.

 

The PRC’s Enterprise Income Tax Law imposes a 10% withholding income tax for dividends distributed by a foreign invested enterprise in PRC to its immediate holding company outside China; such distributions were exempted under the previous income tax law and regulations. A lower withholding tax rate will be applied if there is a tax treaty arrangement between mainland China and the jurisdiction of the foreign holding company. The foreign invested enterprise became subject to the withholding tax starting from January 1, 2008. Given that the undistributed profits of the Company’s subsidiaries in China are intended to be retained in China for business development and expansion purposes, no withholding tax accrual has been made.

 

After the tax liability adjustment resulted from the reevaluation of the Company’s tax position (resulting in the company allocating substantially all of the earnings of the Samoan subsidiary to the PRC and reporting such earnings as taxable in the PRC), pre-tax income (loss)loss for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019 was taxable in the following jurisdictions:

 

 Three months ended Nine months ended 
 September 30,  September 30, 
 2020  2019  2020  2019  2021  2020 
 (In thousands of U.S. Dollars)  (In thousands of
U.S. Dollars)
 
PRC $3,057  $(714) $(2,943) $2,891  $(438) $(1,748)
BVI  -   (720)
Others  (11)  (3)  (16)  (10)  (3)  (3)
 $3,046  $(717) $(2,959) $2,881  $(441) $(2,471)

 

The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the three and nine months ended September 30, 2020March 31, 2021 and 2019:2020:

 

  Three months ended  Nine months ended 
  June 30,  September 30, 
  2020  2019  2020  2019 
PRC statutory rate  25.0%  25.0%  25.0%  25.0%
Temporary difference between US GAAP and PRC tax accounting  2.0   (78.9)  (69.5)  67.5 
Effective income tax rate  27.0%  (53.9)%  (44.5)%  92.5%


  2021  2020 
PRC statutory rate  25.0%  25.0%
Temporary difference between US GAAP and PRC tax accounting  (190.7)  (34.2)
Effective income tax rate  (165.7)%  (9.2)%

 

Income tax expense for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019 is as follows:

 

 Three months ended Nine months ended 
 September 30,  September 30,  2021  2020 
 2020  2019  2020  2019  (In thousands of
U.S. Dollars)
 
Current $1,115  $387  $1,418  $2,377  $706  $345 
Deferred  (293)  -   (103)  290   23   (118)
Income tax expense $822  $387  $1,315  $2,667  $729  $227 

 

The Company’s deferred tax liabilities arise from differences between US GAAP and PRC tax accounting for certain revenue and expense items, including timing of deduction of losses from allowances. 

 

9

The Company has not recorded U.S. deferred income taxes on approximately $102.0$110.2 million of its non-U.S. subsidiaries’ undistributed earnings because such amounts are intended to be reinvested outside the United States indefinitely. OnThe U.S. Tax Reform signed into law on December 22, 2017 significantly modified the U.S. enactedInternal Revenue Code by, among other things, reducing the “Tax Cuts and Jobs Act” (“statutory U.S. Tax Reform”) which made significant changes to corporate income tax law. One significant change was to decrease the generalfederal corporate income tax rate from 34%35% to 21%. This reduction had no effect on the Company’s income tax expense as the reduction in deferred tax assets was offset by an equivalent reduction in the valuation allowance. Another significant change resulting from U.S. Tax Reform is that any future remittances to the parent company from for taxable years beginning after December 31, 2017; limiting and/or eliminating many business income earned by its subsidiaries outside ofdeductions; migrating the U.S. will no longer to taxable to the Company under U.S.a territorial tax law. The Company would be liable for paymentsystem with a one-time transition tax on a mandatory deemed repatriation of income tax, or reduction of the net operating loss carryover, at a reduced rate for any accumulatedpreviously deferred foreign earnings and profits of its non-U.S. subsidiaries at December 31, 2017. U.S. Tax Reform includes provisions for Global Intangible Low-Taxed Income (“GILTI”) under which taxes on foreign income are imposed on the excess of a deemed return on tangible assets of certain foreign subsidiariessubsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for Base Erosion and Anti-Abuse Tax (“BEAT”) under whichnew taxes are imposed on certain base eroding payments to affiliated foreign companies. Consistent with accounting guidance, we treat BEAT as a period tax charge in the period the tax is incurred and have made an accounting policy election to treat GILTI taxes in a similar manner.earnings. The Company measured the current and deferred taxes based on the provisions of the Tax legislation. After the Company’s measurement, there is no deferred tax expense (income) relating to the Tax Act changedchanges for the three and nine monthsyear ended September 30, 2020. March 31, 2021.

 

NOTE 7 STOCKHOLDERS’ EQUITY

On January 31, 2019, the Company issued 1,942 shares of the Company’s common stock to two of the Company’s independent directors as compensation for their services rendered during the third and fourth quarter of 2018. The shares issued in 2019 were valued at $3.80 per share, which was the average market price of the common stock for the five days before the grant date.

 

On January 15, 2020, the Company issued 3,062 shares of Company’s common stock to two of the Company’s independent directors as compensation for their services rendered during the third and fourth quarter of 2019. The shares issued in 2020 were valued at $1.65$1.41 per share, which was the average market price of the common stock for the five days before the grant date. 

 

On July 10, 2020,February 9, 2021, the Company issued 4,3281,500 shares of the Company’s common stock to two of the Company’s independent directors as compensation for their services rendered during the firstthird and secondfourth quarter of 2020. The shares issued in 20202021 were valued at $1.15$3.34 per share, which was the average market price of the common stock for the five days before the grant date.

 

NOTE 8 RELATED PARTY TRANSACTIONS

 

Mr. Kang is the Company’s Chairman and Chief Executive Officer. Ever-Glory Enterprises (HK) Ltd. (Ever-Glory Enterprises) is the Company’s major shareholder. Mr. Xiaodong Yan was Ever-Glory Enterprises’ sole shareholder and sole director. Mr. Huake Kang, Mr. Kang’s son, acquired 83% interest of Ever-Glory Enterprises and became its sole director in 2014. All transactions associated with the following companies controlled by Mr. Kang or his son are considered to be related party transactions, and it is possible that the terms of these transactions may not be the same as those that would result from transactions between unrelated parties. All related party outstanding balances are short-term in nature and are expected to be settled in cash.

  


Other income from Related Parties

 

Jiangsu Wubijia Trading Company Limited (“Wubijia”) is an entity engaged in high-grade home goods sales and is controlled by Mr. Kang. Wubijia has sold their home goods on consignment in certainsome Company’s retail stores since the third quarter of 2014.

 

 Three months ended Nine months ended 
 September 30,  September 30, 
 2020  2019  2020  2019  2021  2020 
 (In thousands of U.S. Dollars)  (In thousands of
U.S. Dollars)
 
The Company received from the customers  3   11   12   57  $3   3 
The Company paid to Wubijia  (3)  (11)  (12)  (50)  (3)  (3)
The net income recorded as other income $    -  $-  $-  $7  $-  $- 

Included in other income for the years ended March 31, 2021 and 2020 is rental income from EsC’Lav, the entity controlled by Mr. Kang under operating lease agreement with term through 2021. The rental income is $6,366 and $5,916 for the three months ended March 31, 2021 and 2020, respectively.

10

 

Other expenses due to Related Parties

 

Included in other expenses for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019 are rent costs due to entities controlled by Mr. Kang under operating lease agreements as follows:

  

 Three months ended Nine months ended 
 September 30,  September 30, 
 2020  2019  2020  2019  2021 2020 
 (In thousands of U.S. Dollars)  (In thousands of
U.S. Dollars)
 
Chuzhou Huarui  51   52   153   140  55 50 
Kunshan Enjin  22   22   65   66   23  22 
Total $73  $74  $218  $206  $78 $72 

 

The Company leases Chuzhou Huarui and Kunshan Enjin’s warehouse spaces because the locations are convenient for transportation and distribution.

  

Purchases from and Sub-contracts with Related Parties

 

The Company purchased raw materials from Nanjing Knitting totaled $0.2 million and $0.1 million during the three months ended March 31, 2021 and 2020, respectively.

In addition, sub-contractsthe Company sub-contracted certain manufacturing work to related companies totaled $4.7 million and $3.1 million for the three months ended March 31, 2021 and 2020, respectively. The Company provided raw materials to the sub-contractors and charged a fixed fee for labor provided by the sub-contractors.

Sub-contracts with related parties included in cost of sales for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019 are as follows:

  

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
  2020  2019  2020  2019 
  (In thousands of U.S. Dollars) 
Chuzhou Huarui $421  $1,197  $1,411  $4,664 
Fengyang Huarui  625   1,071   1,025   1,619 
Nanjing Ever-Kyowa  166   342   608   1,097 
Ever-Glory Vietnam  4,019   4,689   9,498   9,737 
Nanjing Knitting  504   339   991   939 
EsCeLav  9   28   33   129 
Jiangsu Ever-Glory  144   345   771   815 
  $5,888  $8,011  $14,337  $19,000 


  2021  2020 
  (In thousands of
U.S. Dollars)
 
Ever-Glory Vietnam $3,083  $1,884 
Chuzhou Huarui  491   513 
Fengyang Huarui  319   158 
Nanjing Ever-Kyowa  391   254 
EsC’eLav  6   10 
Jiangsu Ever-Glory  457   246 
Total $4,747  $3,065 

   

Accounts Payable – Related Parties

 

The accounts payable to related parties at September 30, 2020March 31, 2021 and December 31, 20192020 are as follows:

 

 2020  2019  2021  2020 
 (In thousands of
U.S. Dollars)
  (In thousands of
U.S. Dollars)
 
Ever-Glory Vietnam $1,566   2,260  $2,211   1,727 
Fengyang Huarui  336   414   2   150 
Nanjing Ever-Kyowa  336   386   -   384 
Chuzhou Huarui  1,134   1,064   215   1,234 
Nanjing Knitting  398   186   228   257 
Jiangsu Ever-Glory  109   501   173   12 
Total $3,878  $4,811  $2,829  $3,764 

11

 

Amounts Due From Related Parties-current assets

 

The amounts due from related parties at September 30, 2020March 31, 2021 and December 31, 20192020 are as follows:

 

 2020  2019  2021  2020 
 (In thousands of
U.S. Dollars)
  (In thousands of
U.S. Dollars)
 
Jiangsu Ever-Glory  1,086   123  $660  $567 
Esc’elav  14   - 
Total $1,086  $123  $674  $567 

 

Jiangsu Ever-Glory is an entity engaged in importing/exporting, apparel-manufacture, real-estate development, car sales and other activities. Jiangsu Ever-Glory is controlled by Mr. Kang. During three and nine months ended September 30,March 31, 2021 and 2020, and 2019, the Company and Jiangsu Ever-Glory purchased raw materials on behalf of each other in order to obtain cheaper purchase prices. The Company purchased raw materials on Jiangsu Ever-Glory’s behalf and sold to Jiangsu Ever-Glory at a cost of $0.7 million, $1.3 million, $0.8for $1.8 million and $0.8$0.2 million during the three and nine monthsmonth period ended September 30,March 31, 2021 and 2020, and 2019, respectively. Jiangsu Ever-Glory purchased raw materials on the Company’s behalf and sold to the Company at a cost of $0 million, $0.8 million, $0for $0.5 million and $0.1$0.7 million during the three and nine months ended September 30,March 31, 2021 and 2020, and 2019, respectively.

   

Amounts Due From Related Party under Counter Guarantee Agreement

 

In March 2012, in consideration of the guarantees and collateral provided by Jiangsu Ever-Glory and Nanjing Knitting, the Company agreed to provide Jiangsu Ever-Glory a counter guarantee in the form of cash of not less than 70% of the maximum aggregate lines of credit obtained by the Company. Jiangsu Ever-Glory is obligated to return the full amount of the counter-guarantee funds provided upon expiration or termination of the underlying lines of credit and is to pay annual interest at the rate of 6.0% of amounts provided. As of September 30, 2020March 31, 2021 and December 31, 2019,2020, Jiangsu Ever-Glory has provided guarantees for approximately $38.2$35.8 million (RMB 260235 million) and $33.0$36 million (RMB 230235.0 million) of lines of credit obtained by the Company, respectively. Jiangsu Ever-Glory and Nanjing Knitting have also provided their assets as collateral for certain of these lines of credit. The value of the collateral, as per appraisals obtained by the banks in connection with these lines of credit is approximately $29.4$31.3 million (RMB 205.5 million) and $29.4$31.5 million (RMB 205.5 million) as of September 30, 2020March 31, 2021 and December 31, 2019,2020 respectively. Mr. Kang has also provided a personal guarantee for $17.2$12.2 million (RMB 120.380.0 million) and $14.5$14.8 million (RMB 100.096.3 million) as of September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.

 

At December 31, 2019, $4.72020, $3.1 million (RMB 32.820.0 million) was outstanding due from Jiangsu Ever-Glory under the counter guarantee agreement. During the ninethree months ended September 30, 2020,March 31, 2021, an additional $4.0$0.2 million (RMB 28.01.2 million) was provided to and $5.6repayment of $0.3 million (RMB 39.32.2 million) was received from Jiangsu Ever-Glory under the counter-guarantee. As of September 30, 2020,March 31, 2021, the amount of the counter-guarantee was $3.2$2.9 million (RMB 21.419.1 million) (the difference represents currency exchange adjustment of $0.1$0.02 million), which was 8.3%8.11% of the aggregate amount of lines of credit. Obtaining bank loan requires a higher guarantee deposit in this quarter. This amount plus accrued interest of $0.3$0.07 million have been classified as a reduction of equity, consistent with the guidance of SEC Staff Accounting Bulletins 4E and 4G. At September 30, 2020March 31, 2021 and December 31, 2019,2020, the amount classified as a reduction of equity was $3.4$3.0 million and $5.0$3.4 million, respectively. Interest of 0.5% iswas charged on net amounts due from Jiangsu Ever-Glory at each month end. Since January 1, 2019, interest rate has changed to 0.3625% charged at each month end as the bank benchmark interest rate decreased. Interest income for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019 was approximately $0.03 million, $0.04 million, $0.05 million$0.3 thousands and $0.2$0.02 million, respectively.


 

NOTE 9 COMMITMENTS AND CONTINGENCIES

 

Operating Lease Commitment

 

The Company recognized operating lease liabilities and operating lease right-of-use (ROU) assets on its balance sheets. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company has leases with fixed payments for land-use-rights, warehouses and logistics centers, flagship stores, and leases with variable payments for stores within shopping malls (“shopping mall stores”) in the PRC, which are classified as operating leases. Options to extend or renew are recognized as part of the lease liabilities and recognized as right of use assets. There are no residual value guarantees and no restrictions or covenants imposed by the leases.

 

12

The weighted average remaining lease term excluding stores in the shopping malls is 3130 years and the weighted average discount rate is 4.35%. The lease term for shopping mall stores is commonly one year with options to extend or renew, and the rent is predetermined with a percentage of sales. The Company estimates the next 12 months rent for the shopping mall stores by annualizing current period rent calculated with the percentage of sales. Thus, the ROU assets and lease liabilities may vary significantly at different period ends. For stores closed before the lease end, we would incur insignificant amounts in net of loss on impairment of ROU assets and gain on extinguishment of lease liabilities, which are recorded in the current period statement of income (loss) and comprehensive income (loss). 

 

In the ninethree months ended September 30,March 31, 2021, the costs of the leases recognized in cost of revenues and general administrative expenses are $9.9 million and $0.1 million, respectively. Cash paid for the operating leases including in the operating cash flows was $10.0 million. In the three months ended March 31, 2020, the costs of the leases recognized in cost of revenues and general administrative expenses are $18.9$6.0 million and $0.6$0.2 million, respectively. Cash paid for the operating leases including in the operating cash flows was $19.5$6.2 million.

 

Future minimumThe following table summarizes the maturity of operating lease payments for leases with initial or remaining noncancelable lease terms in excess of one year are as follows:liabilities:

 

Year ending December 31, (In thousands of U.S. Dollars)      
2020 387 
2021 387  $563 
2022 387   751 
2023 401   766 
2024 401   432 
2025  432 
Thereafter  12,374   12,883 
 $14,337 
Total lease payment  15,827 
Less: Interest  7,092 
Total $8,735 

 

Legal Proceedings

 

In March 2019, Shanghai La Go Go Fashion Company Limited (“LA GO GO”) filedWe are not aware of any pending legal proceedings to which we are a complaint against Shanghai Chijing Investment Management Co., Ltd. (“Shanghai Chijing”) for unpaid rent of RMB0.27 million ($0.04 million) per monthparty which is material or potentially material, either individually or in the Shanghai People’s Court for Jiading District (the “District Court”). The rent arrears began accumulatingaggregate. We are from April 2018time to time, during the actual payment date. In July 2019, Shanghai Chijing filed counterclaims against LA GO GO to claim RMB10.19 million ($1.45 million) in damages, alleging that LA GO GO had not fulfilled its corresponding obligations as a landlord. As a result, the District Court froze the bank accountsnormal course of both Shanghai Chijing and LA GO GO. As of December 31, 2019, a total balance of RMB15.38 million ($2.2 million) was frozen in the bank accounts of LA GO GO. As of December 31, 2019, the Company had booked this restricted cash in other receivables. On March 10, 2020, the District Court entered a judgment in favor of LA GO GO and dismissed most of Shanghai Chijing’s counterclaims. The District Court ordered Shanghai Chijing to pay to LA GO GO an aggregate sum of RMB4.77 million ($0.68 million), which is the accumulated unpaid rent from April 2018 to January 2020. The District Court also ordered LA GO GO to pay Shanghai Chijing RMB1.49 ($0.21 million) for the expenses incurred from remodeling. Both parties were required to pay the monetary damages within ten days after the District Court’s decision. LA GO GO appealed to the Shanghai Second Appellate Court (the “Appellate Court”) to claim more damages, while Shanghai Chijing appealed to reverse the judgment. LA GO GO later requested to withdraw its appeal, which was granted by the Appellate Court. In June 2020, the Appellate Court entered a final decision to dismiss the appeal of Shanghai Chijing and sustained the District Court’s judgment. LA GO GO has not received RMB4.77 million ($0.68 million) in monetary damages from Shanghai Chijing as of September 30, 2020, and has applied for compulsory enforcement with the District Court. The total balance of RMB15.38 million ($2.2 million) in LA GO GO’s bank accounts were unfrozen after the final decision in July 2020.


In addition to the foregoing, the Company may becomeour business operations, subject to othervarious litigation claims and legal proceedingsdisputes. We do not believe that arise in the ordinary courseultimate disposition of business and have not been finally adjudicated. Adverse decisions in any of the foregoing maythese matters will have a material adverse effect on our financial position, results of operations cash flows or our financial condition.liquidity. 

Lawsuits against Client A

In November 2020, the Company’s two subsidiaries, Ever-Glory International Group Apparel Inc. and Goldenway Nanjing Garments Company Limited filed a complaint against Client A (“Client A”) for unpaid goods worth RMB 70.15 million ($10.75 million) in the Tianjin No.1 Intermediate People’s Court based on processing contracts between the parties. The Company has applied for interim measures with the court and has frozen bank accounts of Client A for a total amount of RMB 68.12 million ($10.44 million). The Company has delivered goods worth RMB 62.06 million ($9.51 million) to Client A pursuant to the processing contracts. The Company also seeks Client A for the payment of the loss incurred from the cost of raw materials paid to suppliers in the amount of RMB 8.09 million ($1.24 million) in reliance on the processing contracts. The Company received RMB 71.4 million ($10.9 million) from Client A in April 2021 which settled the complaint amount.

13

 

NOTE 10 RISKS AND UNCERTAINTIES

 

Economic and Political Risks

 

The Company’s results of operations could be adversely affected by general conditions in the global economy, including conditions that are outside of its control, such as the impact of health and safety concerns from the outbreak of COVID-19. The outbreak in China has resulted in the reduction of customer traffic and temporary closures of shopping malls as mandated by the provincial governments in various provinces of China from late January to March, which has adversely affected the company isin the retail business with a decline in sales since February 2020. The Company’s wholesale business is also significantly affected as the Company is facing a sharp decline in its order quantities. Some of the Company’s wholesale clients have also cancelled or postponed existing orders.  Due to the Chinese factories’ shutdowns and traffic restrictions during the outbreak in China and potential shutdowns and traffic restrictions in the countries where the Company’s suppliers are located, The Company’s supply chain and business operations of its suppliers may be affected. Disruptions from the closure of supplier and manufacturer facilities, interruptions in the supply of raw materials and components, personnel absences, or restrictions on the shipment of the Company’s or its suppliers’ or customers’ products, could have adverse ripple effects on the Company’s manufacturing output and delivery schedule. The Company could also face difficulties in collecting its accounts receivables due to the effects of COVID-19 on its customers and risk gaining a large amount of bad debt. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the countries and localities in which the Company, its suppliers and customers operate.

 

Although China has already begun to recover from the outbreak of COVID-19, the epidemic continues to spread on a global scale and there is the risk of the epidemic returning to China in the future, thereby causing further business interruption. While the potential economic impact brought by and the duration of COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect the Company’s liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect the Company’s business and the value of its common stock. If the Company’s future sales continue to decline significantly, it may risk facing financial difficulties due to its recurring fixed expenses. The extent to which COVID-19 impacts the Company’s operating is uncertain and cannot be predicted at this time, and it will depend on many factors and future developments, including new information about COVID-19 and any new government regulations which may emerge to contain the virus, among others. 

 

The majority of the Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. 

 


Credit risk

 

The Company extends unsecured credit to its customers in the normal course of business and generally does not require collateral. As a result, management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of accounts receivable. In the analysis, management primarily considers the age of the customer’s receivable and also considers the credit worthiness of the customer, the economic conditions of the customer’s industry, and general economic conditions and trends, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts.  If judgments regarding the collectability of accounts receivables are incorrect, adjustments to the allowance may be required, which would reduce profitability.  

 

Concentration risk 

  

For the nine monthsthree-month period ended September 30, 2020,March 31, 2021, the Company had twoonly one wholesale customerscustomer that represented approximately 12.2% and 10.3% of the Company’s wholesale revenues. For the three months ended September 30, 2020, the Company had two wholesale customers that represented approximately 18.0% and 11.5%12.6% of the Company’s revenues. For the nine monthsthree-month period ended September 30, 2019,March 31, 2020, the Company had onefour wholesale customercustomers that represented approximately 17% of the Company’s revenues. For the three months ended September 30, 2019, the Company had one wholesale customer that represented approximately20%, 10%, 10% and 10% of the Company’s revenues.

  

For the wholesale business, the Company did not rely on any raw material supplier that represented more than 10% of the total raw material purchases during the three and nine months ended September 30, 2020 and 2019.

For the Company’s retail business, the Company had four suppliers that represented approximately 37%, 21%, 17% and 14% of raw materials purchases during the nine months ended September 30, 2020. For the retail business, theMarch 31, 2021. The Company relied on fourone raw material supplierssupplier that represented approximately 28%, 27%, 18% and 15%11% of the total raw material purchases during the ninethree months ended September 30, 2019.

For the wholesale business, the Company had two suppliers that represented approximately 11% and 10% of finished goods purchases during the nine months ended September 30,March 31, 2020. For the wholesale business, the Company did not rely on any finished goods supplier that represented more than 10% of the total finished goods purchases during the three and nine months ended September 30, 2019.

 

For the retail business, the Company did not relyrelied on any suppliertwo raw material suppliers that represented more than 10%approximately 46% and 38% of the total finished goodsraw material purchases during the three and nine months ended September 30,March 31, 2021. The Company relied on two raw material suppliers that represented approximately 60% and 34% of raw material purchases during the three months ended March 31, 2020.

For the wholesale business, during the three months ended March 31, 2021, the Company relied on one manufacturer that represented 14.4% of finished goods purchases and during the three months ended March 31, 2020, and 2019. the Company relied on one manufacturer that represented 11% of finished goods purchases.

14

 

The Company’s revenues for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019 were earned in the following geographic areas:

 

  Three months ended
September 30,
  Nine months ended
September 30,
 
  2020  2019  2020  2019 
  (In thousands of U.S. Dollars) 
The People’s Republic of China $7,171  $23,241  $14,935  $40,486 
Hong Kong China  12,019   14,574   17,063   22,291 
Germany  48   981   291   2,708 
United Kingdom  7,116   10,555   8,425   13,393 
Europe-Other  8,642   12,523   16,152   21,977 
Japan  3,124   10,056   9,714   16,304 
United States  6,945   9,807   22,823   29,931 
Total wholesale business  45,065   81,737   89,403   147,090 
Retail business  34,843   31,589   98,947   131,508 
Total $79,908  $113,326  $188,350  $278,598 


  2021  2020 
  (In thousands of
U.S. Dollars)
 
Mainland China $7,490  $4,653 
Hong Kong China  4,056   2,992 
United Kingdom  1,053   837 
Europe-Other  4,146   4,093 
Japan  3,405   4,385 
United States  3,069   5,328 
Total wholesale business  23,219   22,288 
Retail business  47,595   36,067 
Total $70,814  $58,355 

 

NOTE 11 SEGMENTS

 

The Company reports financial and operating information in the following two segments:

 

  Wholesale
segment
  Retail
segment
  Total 
  (In thousands of U.S. Dollars) 
Nine months ended September 30, 2020   
Segment profit or loss:         
Net revenue from external customers $89,403   98,947   188,350 
Income (loss) from operations $3,467   (7,985)  (4,518)
Interest income $865   65   930 
Interest expense $1,382   225   1,607 
Depreciation and amortization $841   3,273   4,114 
Income tax expense $965   350   1,315 
Segment assets:            
Additions to property, plant and equipment  2,494   275   2,769 
Total assets  126,755   164,258   291,013 
             
Nine months ended September 30, 2019            
Segment profit or loss:            
Net revenue from external customers $147,090   131,508   278,598 
Income from operations $6,925   (5,323)  1,602 
Interest income $673   26   699 
Interest expense $775   261   1,036 
Depreciation and amortization $1,179   5,645   6,824 
Income tax expense $1,617   1,050   2,667 
Segment assets:            
Additions to property, plant and equipment  1,069   5,486   6,555 
Total assets  114,789   170,456   285,245 

(a)  Wholesale segment

  

  Wholesale
segment
  Retail
segment
  Total 
  (In thousands of U.S. Dollars) 
Three months ended September 30, 2020   
Segment profit or loss:         
Net revenue from external customers $45,065   34,843   79,908 
Income from operations $2,466   393   2,859 
Interest income $289   24   313 
Interest expense $662   38   700 
Depreciation and amortization $257   261   518 
Income tax expense $497   325   822 
             
Three months ended September 30, 2019            
Segment profit or loss:            
Net revenue from external customers $81,737   31,589   113,326 
Income from operations $4,551   (5,720)  (1,169)
Interest income $206   9   215 
Interest expense $203   62   265 
Depreciation and amortization $706   1,628   2,334 
Income tax expense $143   244   388 

(b)  Retail segment

  

  Wholesale
segment
  Retail
segment
  Total 
  (In thousands of U.S. Dollars) 
As of and for the period ended March 31, 2021   
Segment profit or loss:         
Net revenue from external customers $23,219   47,595   70,814 
Loss from operations $(705)  (259)  (964)
Interest income $196   28   224 
Interest expense $466   26   492 
Depreciation and amortization $261   1,116   1,377 
Loss before income tax expense  (387)  (54)  (441)
Income tax expense $325   404   729 
Segment assets:            
Additions to property, plant and equipment  734   644   1,378 
Inventory  13,913   29,429   43,342 
Total assets  181,535   148,081   329,616 

  Wholesale
segment
  Retail
segment
  Total 
  (In thousands of U.S. Dollars) 
As of and for the period ended March 31, 2020   
Segment profit or loss:         
Net revenue from external customers $22,288   36,067   58,355 
Loss from operations $(674)  (2,551)  (3,225)
Interest income $262   15   277 
Interest expense $218   123   341 
Depreciation and amortization $254   1,333   1,587 
Loss before income tax expense  64   (2,535)  (2,471)
Income tax expense $186   41   227 
Segment assets:            
Additions to property, plant and equipment  419   (341)  78 
Inventory  13,607   38,545   52,152 
Total assets  82,846   171,517   254,363 

NOTE 12 SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date which the consolidated financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2021 have been incorporated into these consolidated financial statements and there are no significant subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” 

15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2020March 31, 2021 should be read in conjunction with the Financial Statements and corresponding notes included in this Quarterly Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements.

 

Overview

 

Our Business

 

We are a retailer of branded fashion apparel and leading global apparel supply chain solution provider based in China. We are listed on the NASDAQ Global Market under the symbol of “EVK”.

 

We classify our businesses into two segments: Wholesale and Retail. Our wholesale business consists of wholesale-channel sales made principally to domestically and international recognized brands, and department stores located throughout Europe, the U.S., Japan and the People’s Republic of China (“PRC”). We focus on well-known, middle-to-high end casual wear, sportswear, and outerwear brands. Our retail business consists of retail-channel sales directly to consumers through retail stores located throughout the PRC as well as sales via online stores at Tmall, Dangdang mall, JD.com, VIP.com and etc.

 

Although we have our own manufacturing facilities, we currently outsource most of the manufacturing to our long-term contractors as part of our overall business strategy. We believe outsourcing allows us to maximize our production capacity and maintain flexibility while reducing capital expenditures and the costs of keeping skilled workers on production lines during slow seasons. We oversee our long-term contractors with our advanced management solutions and inspect products manufactured by them to ensure that they meet our high-quality control standards and timely delivery requirement.

 

Wholesale Business

 

We conduct our original design manufacturing (“ODM”) operations through seven wholly owned subsidiaries which are located in the Nanjing Jiangning Economic and Technological Development Zone and Shang Fang Town in the Jiangning District in Nanjing, Jiangsu province, China, Chuzhou, Anhui province, China and Samoa: Ever-Glory International Group Apparel Inc. (“Ever-Glory Apparel”), Goldenway Nanjing Garments Company Limited (“Goldenway”), Nanjing New-Tailun Garments Company Limited (“New Tailun”), Nanjing Catch-Luck Garments Co., Ltd. (“Catch-Luck”), Chuzhou Huirui Garments Co., Ltd. (“Huirui), Nanjing Tai Xin Garments Trading Company Limited (“Tai Xin”), Haian Tai Xin Garments Trading Company Limited (“Haian Tai Xin”), Nanjing Rui Lian Technology Company Limited (“Nanjing Rui Lian”), Ever-Glory Supply Chain Service Co., Limited (“Ever-Glory Supply Chain”) and Ever-Glory International Group (HK) Ltd. (“Ever-Glory HK”).

 

Retail Business

 

We conduct our retail operations through Shanghai LA GO GO Fashion Company Limited (“LA GO GO”), Jiangsu LA GO GO Fashion Company Limited (“Jiangsu LA GO GO”), Tianjin LA GO GO Fashion Company Limited (“Tianjin LA GO GO”), Shanghai Ya Lan Fashion Company Limited (“Ya Lan”), Shanghai Yiduo FashionNanjing Tai Xin Garments Trading Company Limited (“Shanghai Yiduo”Tai Xin”), and Xizang He Meida Trading Company Limited (“He Meida”). He Media was closed in April 2021.

Shanghai Yiduo Fashion Company Limited, the only then subsidiary with non-controlling interests, was deconsolidated from the financial statements as of December 31, 2020 as a result of bankruptcy liquidation.

 


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Business Objectives

 

Wholesale Business

 

We believe the enduring strength of our wholesale business is mainly due to our consistent emphasis on innovative and distinctive product designs that stand for exceptional styling and quality. We maintain long-term, satisfactory relationships with a portfolio of well-known and mid-class global brands.

 

The primary business objective for our wholesale segment is to expand our portfolio into higher-class brands, expand our customer base and improve our profit. We believe that our growth opportunities and continued investment initiatives include:

 

 Expanding our global sourcing network;
   
 Expanding ourExploring the overseas low-cost manufacturing base (outside of mainland China);base;
   
 Focusing on high value-added products and continuing our strategy to produce mid-to-high end apparel;

 

 Continuing to emphasize product design and technology utilization;
   
 Seeking strategic acquisitions of international distributors that could enhance global sales and our distribution network; and
   
 Maintaining stable revenue increase in the markets while shifting focus to higher margin wholesale markets such as mainland China.

  

Retail Business

 

The business objectives for our retail segment are to establish leading brands of women’s apparel and to build a nationwide retail network in China. As of September 30, 2020,March 31, 2021, we had 923921 stores (including store-in-stores), which includes 5911 stores that were opened and 23726 stores that were closed during nine months ended September 30, 2020.in the first quarter of 2021. We expect to openincrease an additional 2050 to 50 stores and close 20 to 30100 stores in 2020.2021.

 

We believe that our growth opportunities and continued investment initiatives include:

 

 Building our retail brand to be recognized as a major player in the mid-to-high end women’s apparel market in China;
   
 Expanding our retail network throughout China;
   
 Improving our retail stores’ efficiency and increasing same-store sales;
   
 Continuing to launch retail flagship stores in Tier-1 cities and increasing our penetration and coverage in Tier-2 and Tier-3 cities; and
   
 BecomingTaking advantage of our position as a multi-brand operator.

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Partnership Investment

 

The Company had idle cash and cash equivalent in operation. In order to realize the capital preservation and appreciation, Ever-Glory Apparel invested in a Partnership in August 2020. As a limited partner of the Partnership, Ever-Glory Apparel does not have the right to kick-out and appointment of general manager. Therefore, Ever-Glory does not have ability to exercise significant influence. In the meantime, the Company entered an agreement with the GP and an individual that the Company has the privilege to sell the ownership interests in the Partnership to GP or the individual for the consideration of the average net asset value ten days prior to the closing date, if the Company is not able to withdraw any part of the original investment from the Partnership during the optional withdrawal period. If the Company opts to withdraw entire investment during the optional withdrawal period, the GP will compensate up to 8% of annual return on investment. If the return on investment is in excess of 8% for any portion of the investment withdrawn during the optional withdrawal period, then 20% of the return in excess of 8% will be shared with the individual. The Company may also continue to invest in the Partnership beyond the optional withdrawal period, but none of above agreement with the GP and the individual is in place. In December 2020, the Partnership invested in a public company in China.

Seasonality of Business

 

Our business is affected by seasonal trends, with higher levels of wholesale sales in our third and fourth quarters and higher retail sales in our first and fourth quarters. These trends primarily result from the timing of seasonal wholesale shipments and holiday periods in the retail segment.


 

Collection Policy

 

Wholesale business

 

For our new customers, we generally require orders placed to be backed by letters of credit. For our long-term and established customers with good payment track records, we generally provide payment terms between 30 to 180 days following the delivery of finished goods.

 

Retail business

 

For store-in-store shops, we generally receive payments from the stores between 60 to 90 days following the date of the register receipt. For our own flagship stores, we receive payments on the same day of the register receipt. For sales from e-commerce platforms such as Tmall, Dangdang mall, JD.com, VIP.com and etc., we generally receive payments between 5 to 15 days following the date of the register receipt.

 

Global Economic Uncertainty

 

Our business is dependent on consumer demand for our products. We believe that the significant uncertainty in the global economy and the slowdown of economies in the United States and Europe have increased our clients’ sensitivity to the cost of our products. We have experienced continued pricing pressure. If the global economic environment continues to be weak, these worsening economic conditions could have a negative impact on our sales growth and operating margins in our wholesale segment in 2020.2020 and 2021.

 

In addition, economic conditions in the United States and other foreign markets in which we operate could substantially affect our sales profitability, cash position and collection of accounts receivable. Global credit and capital markets have experienced unprecedented volatility and disruption. Business credit and liquidity have tightened in much of the world. Some of our suppliers and customers may face credit issues and could experience cash flow problems and other financial hardships. These factors currently have not had an impact on the timeliness of receivable collections from our customers. We cannot predict at this time how this situation will develop and whether accounts receivable may need to be allowed for or written off in the coming quarters.

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Our results of operations could be adversely affected by general conditions in the global economy, including conditions that are outside of our control, such as the impact of health and safety concerns from the outbreak of COVID-19. The outbreak in China resulted in the reduction of customer traffic and temporary closures of shopping malls as mandated by the provincial governments in various provinces of China from late January to March, which had adversely affected our retail business with a decline in sales since February 2020. Our wholesale business was also significantly affected as we were facing a sharp decline in our order quantities. Some of our wholesale clients had also cancelled or postponed existing orders.  Due to the Chinese factories’ shutdowns and traffic restrictions during the outbreak in China and potential shutdowns and traffic restrictions in the countries where our suppliers are located, our supply chain and business operations of our suppliers may be affected. Disruptions from the closure of supplier and manufacturer facilities, interruptions in the supply of raw materials and components, personnel absences, or restrictions on the shipment of our or our suppliers’ or customers’ products, could have adverse ripple effects on our manufacturing output and delivery schedule. We also face difficulties in collecting our accounts receivables due to the effects of COVID-19 on our customers and risk gaining a large amount of bad debt. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the countries and localities in which we or our suppliers and customers operate.

 

Although China has already begun to recover from the outbreak of COVID-19, the epidemic continues to spread on a global scale and there is the risk of the epidemic returning to China in the future, thereby causing further business interruption. While the potential economic impact brought by and the duration of COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock. If our future sales continue to decline significantly, we may risk facing bankruptcy due to our recurring fixed expenses. The extent to which COVID-19 impacts our results will depend on many factors and future developments, including new information about COVID-19 and any new government regulations which may emerge to contain the virus, among others.

 


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

 

Summary of Critical Accounting Policies

 

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

 

The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019,2020, filed with the SEC on March 30, 2021 (“2020 (“2019 Form 10-K.”)

 

Fair Value Accounting

Accounting Standards Codification (“ASC”) 820 “Fair Value MeasurementsEstimates and Disclosures”, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The fair value of forward exchange contracts is based on broker quotes, if available. If broker quotes are not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price at the reporting date for the residual maturity of the contract using a risk-free interest rate based on government bonds.

As of September 30, 2020, and 2019, the Company’s financial assets (all Level 1) consist of cash placed with financial institutions and trading securities that management considers to be of a high quality.

Management has estimated that the carrying amounts of non-related party financial instruments approximate their fair values due to their short-term maturities. The fair value of amounts due from (to) related parties is not practicable to estimate due to the related party nature of the underlying transactions.

The Company has adopted ASC 825-10 “Financial Instruments”, which allows an entity to choose to measure certain financial instruments and liabilities at fair value on a contract-by-contract basis. Subsequent fair value measurement for the financial instruments and liabilities an entity chooses to measure will be recognized in earnings.


Use of EstimatesAssumptions

 

In preparing our condensed consolidated financial statements, we use estimates and assumptions that affect the reported amounts and disclosures. Our estimates are often based on complex judgments, probabilities and assumptions that we believe to be reasonable, but that are inherently uncertain and unpredictable. We are also subject to other risks and uncertainties that may cause actual results to differ from estimated amounts. Significant estimates in 2021 and 2020 include the assumptions used to value tax liabilities, derivative financial instruments, the estimates of the allowance for deferred tax assets, and the accounts receivable allowance, and impairment of long-lived assets and inventory write off.write-offs.

  

Recently Issued Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”; In November 2019, the FASB issued ASU No. 2019-10 “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”; In March 2020, the FASB issued ASU No. 2020-03 “Codification Improvements to Financial Instruments”; which modifies the measurement of expected credit losses of certain financial instruments. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2022. The Company is currently assessing the impact of this ASU on its consolidated financial statements.

 

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

Results of Operations for the three months ended September 30, 2020 and 2019

 

The following table summarizes our results of operations for the three months ended September 30, 2020March 31, 2021 and 2019.2020. The table and the discussion below should be read in conjunction with ourthe condensed consolidated financial statements and the notes thereto appearing elsewhere in this report.

 

  Three Months Ended September 30, 
  2020  2019 
  (In thousands of U.S. dollars, except for percentages) 
Sales $79,908   100.0% $113,326   100.0%
Gross Profit $23,673   29.6% $24,359   21.5%
Operating Expense $20,814   26.0% $25,528   22.5%
Income (Loss) From Operations $2,859   3.6% $(1,169)  (1.0)%
Other Income $187   0.2% $452   0.4%
Income tax expense $822   1.0% $387   0.3%
Net Income (Loss) $2,224   2.8% $(1,104)  (1.0)%
  Three Months Ended March 31, 
  2021  2020 
  (In thousands of U.S. dollars, except for percentages) 
Sales $70,814   100.0% $58,355   100.0%
Gross Profit  22,435   31.7   16,038   27.5 
Operating Expenses  23,399   33.0   19,263   33.0 
Loss Income From Operations  (964)  (1.4)  (3,225)  (5.5)
Other Income, net  523   0.7   754   1.3 
Income Tax Expense  729   1.0   227   0.4 
Net Loss $(1,170)  (1.7)% $(2,698)  (4.6)%

 

Revenue

 

The following table sets forth a breakdown of our total sales, by region, for the three months ended September 30, 2020March 31, 2021 and 2019.2020.

 

  2020  % of
total sales
  2019  % of
total sales
  

Growth (Decrease)

in 2020 compared
with 2019

 
Wholesale business (In thousands of U.S. dollars)     (In thousands of U.S. dollars)       
Mainland China $7,171   9.0% $23,241   20.4%  (69.1)%
Hong Kong China  12,019   15.0   14,574   12.8   (17.5)
Germany  48   0.1   981   0.9   (95.1)
United Kingdom  7,116   8.9   10,555   9.3   (32.6)
Europe-Other  8,642   10.8   12,523   11.1   (31.0)
Japan  3,124   3.9   10,056   8.9   (68.9)
United States  6,945   8.7   9,807   8.7   (29.2)
Total Wholesale business  45,065   56.4   81,737   72.1   (44.9)
Retail business  34,843   43.6   31,589   27.9   10.3 
Total sales $79,908   100.0% $113,326   100.0%  (29.5)%


  2021    2020    Growth
(decrease)
 
Wholesale business (In thousands of U.S. dollars)  % of total sales  (In thousands of U.S. dollars)  % of total sales  in 2021
compared
with 2020 
 
Mainland China $7,490   10.6% $4,653   8.0%  61.0%
Hong Kong  4,056   5.7   2,992   5.1   35.6 
United Kingdom  1,053   1.5   837   1.4   25.8 
Europe-Other  4,146   5.9   4.093   7.1   1.3 
Japan  3,405   4.8   4,385   7.5   (22.3)
United States  3,069   4.3   5,328   9.1   (42.4)
Total Wholesale business  23,219   32.8   22,288   38.2   4.2 
Retail business  47,595   67.2   36,067   61.8   32.0 
Total sales $70,814   100.0% $58,355   100.0%  21.4%

 

SalesTotal sales for the three months ended September 30, 2020March 31, 2021 were $79.9$70.8 million, a 29.5% decrease compared withan increase of 21.4% from the three months ended September 30, 2019.March 31, 2020. This decreaseincrease was primarily attributable to a 44.9% decrease in sales4.2% increase in our wholesale business partially offset by an 10.3%and a 32.0% increase in our retail business.

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Sales generated from our wholesale business contributed 56.4%32.8% or $45.1$23.2 million of our total sales for the three months ended September 30, 2020, a 44.9% decreaseMarch 31, 2021, an increase of 4.2% compared with 72.1% or $81.7to $22.3 million in the three months ended September 30, 2019.March 31, 2020. This decreaseincrease was primarily attributable to a decrease inincreased sales in Mainland China, Hong Kong, Germany, Europe-Other,the United Kingdom, and other European markets partially offset for decreased sales in Japan and the United States and United Kingdom.States.

 

Sales generated from our retail business contributed 43.6%67.2% or $34.8$47.6 million of our total sales for the three months ended September 30, 2020,March 31, 2021, an 10.3% increase of 32.0% compared with 27.9%to 61.8% or $31.6$36.1 million in the three months ended September 30, 2019.March 31, 2020. This increase was primarily due to anthe increase in same-store sales. 

Total retail store square footage and sales per square foot for the e-commercesales.three months ended March 31, 2021 and 2020 are as follows:

  2021  2020 
Total store square footage  1,001,864   1,088,007 
Number of stores  921   1,038 
Average store size, square feet  1,088   1,048 
Total store sales (in thousands of U.S. dollars) $47,595  $36,067 
Sales per square foot $48  $33 

Same-store sales and newly opened store sales for the three months ended March 31, 2021 and 2020 are as follows:

  2021  2020 
  (In thousands of U.S. dollars) 
Sales from stores opened for a full year $35,885  $24,813 
Sales from newly opened store sales $3,933  $3,900 
Sales from e-commerce platform $3,440  $4,217 
Other* $4,337  $3,137 
Total $47,595  $36,067 

*Primarily sales from stores that were closed in the current reporting period.

We remodeled or relocated 54 stores in year 2020, and 2 stores during the three months ended March 31, 2021. We plan to relocate or remodel 50-100 stores in 2021. Remodels and relocations typically drive incremental same-store sales growth. A relocation typically results in an improved, more visible and accessible location, and usually includes increased square footage. We believe we will continue to have opportunities for additional remodels and relocations beyond 2021.  Same-store sales are calculated based upon stores that were open at least 12 full fiscal months in each reporting period and remain open at the end of each reporting period.

 

Costs and Expenses

 

Cost of Sales and Gross Margin

 

Cost of goods sold includes the direct raw material cost, direct labor cost, and manufacturing overhead including depreciation of production equipment and rent, consistent with the revenue earned. Cost of goods sold excludes warehousing costs, which historically have not been significant.

 

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The following table sets forth the components of our cost of sales and gross profit both in amounts and as a percentage of total sales for the three months ended September 30, 2020March 31, 2021 and 2019.  2020.

 

              Growth 
              (Decrease) in
2020
 
  Three months ended September 30,  Compared 
  2020  2019  with 2019 
  (In thousands of U.S. dollars, except for percentages)    
Net Sales for Wholesale Sales $45,065   100.0% $81,737   100.0%  (44.9)%
Raw Materials  20,435   45.3   39,488   48.3   (48.3)
Labor  366   0.8   635   0.8   (42.3)
Outsourced Production Costs  14,915   33.1   31,176   38.1   (52.2)
Other and Overhead  157   0.3   181   0.2   (13.4
Total Cost of Sales for Wholesale  35,873   79.6   71,480   87.4   (49.8)
Gross Profit for Wholesale  9,192   20.4   10,257   12.6   (10.4
Net Sales for Retail  34,843   100.0   31,589   100.0   10.3 
Production Costs  13,212   37.9   12,765   40.4   3.5 
Rent  7,150   20.5   4,722   14.9   51.4 
Total Cost of Sales for Retail  20,362   58.4   17,487   55.3   16.4 
Gross Profit for Retail  14,481   41.6   14,102   44.7   2.7 
Total Cost of Sales  56,235   70.4   88,967   78.5   (36.8)
Gross Profit $23,673   29.6% $24,359   21.5%  (2.8)%


  Three Months Ended March 31,  Growth
(Decrease)
in 2021
 
  2021  2020  compared 
  (In thousands of U.S. dollars, except for percentages)  with 2020 
Wholesale Sales $23,219   100.0% $22,288   100.0%  4.2%
Raw Materials  10,385   44.7   10,090   45.3   2.9 
Labor  333   1.4   245   1.1   36.0 
Outsourced Production Costs  7,833   33.7   8,370   37.6   (6.4)
Other and Overhead  105   0.5   86   0.4   21.8 
Total Cost of Sales for Wholesale  18,656   80.4   18,791   84.3   (0.7)
Gross Profit for Wholesale  4,562   19.6   3,497   15.7   30.5 
                     
Net Sales for Retail  47,595   100.0   36,067   100.0   32.0 
Production Costs  19,764   41.5   15,847   43.9   24.7 
Rent  9,959   20.9   7,679   21.3   29.7 
Total Cost of Sales for Retail  29,723   62.4   23,526   65.2   26.3 
Gross Profit for Retail  17,873   37.6   12,541   34.8   42.5 
                     
Total Cost of Sales  48,379   68.3   42,317   72.5   14.3 
Gross Profit $22,435   31.7% $16,038   27.5%  39.9%

 

Raw material costs for our wholesale business were 45.3%44.7% of our total wholesale business sales in the three months ended September 30, 2020,March 31, 2021, an increase of 2.9% compared with 48.3%to 45.3% in the three months ended September 30, 2019.March 31, 2020.  The decreasecost percentage to total sale increase was mainly due to lowerthe higher raw materials purchasematerial prices.

 

Labor costs for our wholesale business were 0.8%1.4% of our total wholesale business sales in the three months ended September 30, 2020,March 31, 2021, an increase of 36.0% compared with 0.8%to 1.1% in the three months ended September 30, 2019.March 31, 2020. The marginal increase was mainly due to the increased labor fee.  

 

Outsourced production costs for our wholesale business fordecreased by 6.4% to $7.8 million in the three months ended September 30,March 31, 2020 decreased 52.2% to $14.9from $8.4 million from $31.2 million forin the three months ended September 30, 2019. OutsourcedMarch 31, 2020. As a percentage of total wholesale sales, outsourced production costs accounted for 33.1%were 33.7% of our total wholesale business sales in the three months ended September 30, 2020,March 31, 20210, a 5.0% decrease of 6.4% from the three months ended September 30, 2019.March 31, 2020. This decrease in percentage was primarily attributable to increased outsourced orders to our related entities in Vietnam, which have lower labor costs compared to orders outsourced to Chinese factories.

 

Overhead and other expenses for our wholesale business accounted for 0.3%0.5% and 0.4% of our total wholesale business sales for the three months ended September 30,March 31, 2021 and 2020, compared with 0.2% of totalrespectively.

Gross profit for our wholesale business sales for the three months ended September 30, 2019.

Wholesale business gross profitMarch 31, 2021 was $4.6 million, an increase of 30.5% compared to the three months ended March 31, 2020. Gross margin was 19.6% for the three months ended September 30, 2020 was $9.2 millionMarch 31, 2021, an increase of 30.5% compared with $10.3 millionto 15.7% for the three months ended September 30, 2019. Gross profit accounted for 20.4% of our total wholesale sales for the three months ended September 30, 2020, compared with 12.6% for the three months ended September 30, 2019.March 31, 2020. The increase in gross margin was mainly due to a decrease in raw materialthe decreased outsourced production costs.

  

Production costs for our retail business were $13.2 million for the three months ended September 30, 2020 compared with $12.8$19.8 million during the three months ended September 30, 2019. RetailMarch 31, 2021 compared to $15.8 million during the three months ended March 31, 2020. As a percentage of retail sales, retail production costs accounted for 37.9%41.5% of our total retail sales in the three months ended September 30, 2020,March 31, 2021, compared with 40.4% forto 43.9% of total retail sales in the three months ended September 30, 2019.March 31, 2020. The decrease in percentage was due to decrease in overall purchase costs. lower discounts on our products ended March 31, 2021 compared with the same period of the prior year.

 

Rent costs for our retail business for the three months ended September 30, 2020 were $7.2 million compared with $4.7$10.0 million for the three months ended September 30, 2019. RentMarch 31, 2021 compared to $7.7 million for the three months ended March 31, 2020. As a percentage of retail sales, rent costs for our retail business accounted for 20.5%20.9% of our total retail sales for the three months ended September 30, 2020,March 31, 2021, compared with 14.9%to 21.3% of total retail sales for the three months ended September 30, 2019.March 31, 2020. The increasedecrease in percentage was primarily attributable to the increased of sales.lower rent at certain locations.

  

Gross profit in our retail business for the three months ended September 30, 2020March 31, 2021 was $14.5$17.9 million and gross margin was 41.6%37.6%. Gross profit in our retail business for the three months ended September 30, 2019March 31, 2020 was $14.1$12.5 million and gross margin was 44.7%34.8%. The increase in gross margin was attributable to decreased rent costs and production costs.

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Total cost of sales for the three months ended September 30, 2020March 31, 2021 was $56.2$48.4 million, a 36.8% decrease from $89.0compared to $42.3 million for the three months ended September 30, 2019. TotalMarch 31, 2020, an increase of 14.3%. As a percentage of total sales, cost of sales as a percentagedecreased to 68.3% of total sales for the three months ended September 30, 2020 was 70.4%,March 31, 2021, compared with 78.5%to 72.5% of total sales for the three months ended September 30, 2019. GrossMarch 31, 2020. Consequently, gross margin increased to 31.7% for the three months ended September 30, 2020 was 29.6% compared with 21.5%March 31, 2021 from 27.5% for the three months ended September 30, 2019.  March 31, 2020.

 

Selling, General and Administrative Expenses

 

Our selling expenses consist primarily of local transportation, unloading charges, product inspection charges, salaries for retail staff and decoration and marketing expenses associated with our retail business.

 

Our general and administrative expenses include administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

   

Costs of our distribution network that are excluded from cost of sales consist of local transportation and unloading charges, and product inspection charges. Accordingly our gross profit amounts may not be comparable to those of other companies who include these amounts in cost of sales.

 


  Three Months Ended September 30,  Increase (Decrease) in 2020 Compared 
  2020  2019  to 2019 
  (In thousands of U.S. dollars, except for percentages)    
Gross Profit $23,673   29.6% $24,359   21.5%  (2.8)%
Operating Expenses:                    
Selling Expenses  12,996   16.3   17,944   15.8   (27.6)
General and Administrative Expenses  7,818   9.8   7,584   6.7   3.1 
Total  20,814   26.0   25,528   22.5   (18.5)
Income (Loss) from Operations $2,859   3.6% $(1,169)  (1.0)%  344.5%

  Three Months Ended March 31,    
  2021  2020   
  (In thousands of U.S. dollars, except for percentages)  Increase 
Gross Profit $22,435   31.7% $16,038   27.5%  39.9%
Operating Expenses                    
Selling Expenses  15,548   22.0   13,478   23.1   15.4 
General and Administrative Expenses  7,851   11.1   5,785   9.9   35.7 
Total Operating Expenses  23,399   33.0   19,263   33.0   21.5 
Loss from Operations $(964)  (1.4)% $(3,225)  (5.5)%  70.1%

  

Selling expenses for the three months ended September 30, 2020 decreased 27.6%increased 15.4% to $13.0 million from $17.9$15.5 million for the three months ended September 30, 2019.March 31, 2021 from $13.5 million for the three months ended March 31, 2020. The decreaseincrease was attributable to the travelling expenses. increased sales.

 

General and administrative expenses for the three months ended September 30, 2020 increased 3.1%35.7% to $7.8 million from $7.6$7.9 million for the three months ended September 30, 2019. The increase was attributable to the foreign currency transaction gain.

Income (Loss)March 31, 2020 from Operations

Income (loss) from operations for the three months ended September 30, 2020 increased 344.5% to $2.8 million from ($1.2)$5.8 million for the three months ended September 30, 2019. IncomeMarch 31, 2020. As a percentage of total sales, general and administrative expenses increased to 11.1% of total sales for the three months ended March 31, 2021, compared to 9.9% of total sales for the three months ended March 31, 2020. The increase was mainly attributable to the decreased business trip and the exemption of social benefits by the PRC government in 2020.

Loss from Operations

Loss from operations was $1.0 million for the three months ended March 31, 2021, compared to $3.2 million for the three months ended March 31, 2020. As a percentage of sales, loss from operations accounted for 3.6% and (1.0%)1.4% of our total sales duringfor the three months ended September 30,March 31, 2021, an increase of 70.1% compared to 5.5% for the three months ended March 31, 2020 and 2019.as a result of increased gross profit.

 

Interest Expense

 

Interest expense was $0.5 million for the three months ended September 30, 2020 was $0.7 million,March 31, 2021, an 164.2% increase of 44.3% compared withto the same period in 2019.2020. The increase was due to the increased bank loans.

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Income Tax Expenses

 

Income tax expense was $0.8$0.7 million and $0.4$0.2 million for the three months ended September 30,March 31, 2021 and 2020, and 2019, respectively.

 

NetThe Company’s operating subsidiaries are governed by the Income (Loss)Tax Law of the PRC concerning Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (“the Income Tax Laws”).

All PRC subsidiaries, except for He Meida, are subject to income tax at the 25% statutory rate.

He Meida incorporated in Xizang (Tibet) Autonomous Region is subject to income tax at 15% statutory rate. The local government has implemented an income tax reduction from 15% to 9% valid through December 31, 2020. He Meida was closed in April 2021.

Perfect Dream was incorporated in the British Virgin Islands (BVI), and under the current laws of the BVI dividends and capital gains arising from the Company’s investments in the BVI are not subject to income taxes.

Ever-Glory HK was incorporated in Samoa, and under the current laws of Samoa has no liabilities for income taxes.

Ever-Glory Supply Chain Service Co., Limited was incorporated in Hongkong, and under the current laws of Hongkong, its income tax rate is 8.25% when its profit is under HKD 2.0 million and its income tax rate is 16.5% when its profit is over HKD 2.0 million.

The PRC’s Enterprise Income Tax Law imposes a 10% withholding income tax for dividends distributed by a foreign invested enterprise in PRC to its immediate holding company outside China; such distributions were exempted under the previous income tax law and regulations. A lower withholding tax rate will be applied if there is a tax treaty arrangement between mainland China and the jurisdiction of the foreign holding company. The foreign invested enterprise became subject to the withholding tax starting from January 1, 2008. Given that the undistributed profits of the Company’s subsidiaries in China are intended to be retained in China for business development and expansion purposes, no withholding tax accrual has been made.   

 

Net income (loss)Loss

Net loss for the three months ended September 30,March 31, 2021 and 2020 was $2.2$1.2 million a 301.4% increase compared with the same period in 2019.and $2.7 million, respectively. Our basic and diluted earnings (loss)loss per share were $0.15$0.08 and ($0.07)$0.18 for the three months ended September 30,March 31, 2021 and 2020, and 2019, respectively. 

Results of Operations for the nine months ended September 30, 2020 and 2019

The following table summarizes our results of operations for the nine months ended September 30, 2020 and 2019. The table and the discussion below should be read in conjunction with the consolidated financial statements and the notes thereto appearing elsewhere in this report.

  Nine Months Ended September 30, 
  2020  2019 
  (In thousands of U.S. Dollars, except for percentages) 
Sales $188,350   100.0% $278,598   100.0%
Gross Profit  54,157   28.8   82,703   29.7 
Operating Expense  58,675   31.2   81,101   29.1 
(Loss) Income From Operations  (4,518  (2.4  1,602   0.6 
Other Income  1,559   0.8   1,279   0.5 
Income tax expense  1,315   0.7   2,667   1.0 
Net (Loss) Income $(4,274)   (2.3)% $214   0.1%


Revenue

The following table sets forth a breakdown of our total sales, by region, for the nine months ended September 30, 2020 and 2019.

  2020  % of total sales  2019  % of total sales  

Growth (Decrease)

in 2019 compared
with 2018

 
Wholesale business (In thousands of U.S. dollars)     (In thousands of U.S. dollars)       
Mainland China $14,935   7.9% $40,487   14.5%  (63.1)%
Hong Kong China  17,063   9.1   22,291   8.0   (23.5)
Germany  291   0.2   2,708   1.0   (89.3)
United Kingdom  8,425   4.5   13,393   4.8   (37.1)
Europe-Other  16,152   8.6   21,977   7.9   (26.5)
Japan  9,714   5.2   16,304   5.9   (40.4)
United States  22,823   12.1   29,930   10.7   (23.7)
Total Wholesale business  89,403   47.5   147,090   52.8   (39.2)
Retail business  98,947   52.5   131,508   47.2   (24.8)
Total sales $188,350   100.0% $278,598   100.0%  (32.4)%

Sales for the nine months ended September 30, 2020 were $188.4 million, a decrease of 32.4% from the nine months ended September 30, 2019. This decrease was primarily attributable to a 39.2% decrease in sales in our wholesale business and a 24.8% decrease in our retail business.

Sales generated from our wholesale business contributed 47.5% or $89.4 million of our total sales for the nine months ended September 30, 2020, a decrease of 39.2% compared with 52.8% or $147.1 million in the nine months ended September 30, 2019. This decrease was primarily attributable to decreased sales in Hong Kong China, Germany, Europe-Other, Mainland China, United Kingdom, Japan and the United States.

Sales generated from our retail business contributed 52.5% or $98.9 million of our total sales for the nine months ended September 30, 2020, a decrease of 24.8% compared with 47.2% or $131.5 million in the nine months ended September 30, 2019. This decrease was primarily due to a decrease in same store sales.

Total retail store square footage and sales per square foot for the nine months ended September 30, 2020 and 2019 are as follows:

  2020  2019 
Total store square footage  983,291   1,219,459 
Number of stores  923   1,157 
Average store size, square feet  1,065   1,054 
Total store sales (in thousands of U.S. dollars) $98,947  $131,508 
Sales per square foot $101  $108 


Same store sales and newly opened store sales for the nine months ended September 30, 2020 and 2019 are as follows:

  2020  2019 
  (In thousands of U.S. dollars) 
Sales from stores opened for a full year $77,727  $111,739 
Sales from newly opened store sales $6,060  $6,027 
Sales from e-commerce platform $10,355  $9,000 
Other* $4,805  $4,742 
Total $98,947  $131,508 

*Primarily sales from stores that were closed in the current reporting period.

We remodeled or relocated 117 stores in 2019, and 38 stores during the nine months ended September 30, 2020. We plan to relocate or remodel approximately 50 stores in 2020. Remodels and relocations typically drive incremental same-store sales growth. A relocation typically results in an improved, more visible and accessible location, and usually includes increased square footage. We believe we will continue to have opportunities for additional remodels and relocations beyond 2020.  Same-store sales are calculated based upon stores that were open at least 12 full fiscal months in each reporting period and remain open at the end of each reporting period.

Costs and Expenses

Cost of Sales and Gross Margin

Cost of goods sold includes the direct raw material cost, direct labor cost, and manufacturing overhead including depreciation of production equipment and rent, consistent with the revenue earned. Cost of goods sold excludes warehousing costs, which historically have not been significant.

The following table sets forth the components of our cost of sales and gross profit both in amounts and as a percentage of total sales for the nine months ended September 30, 2020 and 2019.

              Growth 
              (Decrease) in
2020
 
  Nine months ended September 30,  Compared 
  2020  2019  with 2019 
  (In thousands of U.S. dollars, except for percentages)    
Net Sales for Wholesale Sales $89,403   100.0% $147,090   100.0%  (39.2)%
Raw Materials  39,139   43.8   67,172   45.7   (41.7)
Labor  910   1.0   1,340   0.9   (32.1)
Outsourced Production Costs  31,909   35.7   55,455   37.7   (42.5)
Other and Overhead  395   0.4   295   0.2   33.9 
Total Cost of Sales for Wholesale  72,353   80.9   124,262   84.5   (41.8)
Gross Profit for Wholesale  17,050   19.1   22,828   15.5   (25.3)
Net Sales for Retail  98,947   100.0   131,508   100.0   (24.8)
Production Costs  42,923   43.4   47,051   35.8   (8.8)
Rent  18,917   19.1   24,582   18.7   (23.0)
Total Cost of Sales for Retail  61,840   62.5   71,633   54.5   (13.7)
Gross Profit for Retail  37,107   37.5   59,875   45.5   (38.0)
Total Cost of Sales  134,193   71.2   195,895   70.3   (31.5)
Gross Profit $54,157   28.8% $82,703   29.7%  (34.5)%


Raw material costs for our wholesale business were 43.8% of our total wholesale business sales in the nine months ended September 30, 2020, compared with 45.7% in the nine months ended September 30, 2019. The decrease was mainly due to lower raw materials purchase prices.

Labor costs for our wholesale business were 1.0% of our total wholesale business sales in the nine months ended September 30, 2020, compared with 0.9% in the nine months ended September 30, 2019. The marginal increase was mainly due to lower number of outsourced orders in 2020.

Outsourced manufacturing costs for our wholesale business were 35.7% of our total wholesale sales in the nine months ended September 30, 2020, compared with 37.7% in the nine months ended September 30, 2019. This decrease in percentage was primarily attributable to lower outsourced labor.

Overhead and other expenses for our wholesale business accounted for 0.4% and 0.2% of our total wholesale sales for the nine months ended September 30, 2020 and 2019, respectively.

Gross profit for our wholesale business for the nine months ended September 30, 2020 was $17.1 million, a 25.3% decrease compared with the nine months ended September 30, 2019. As a percentage of total wholesale business sales, gross profit was 19.1% of our total wholesale business sales for the nine months ended September 30, 2020, compared with 15.5% for the nine months ended September 30, 2019. The decrease in gross profits was mainly due to lower revenues.

Production costs for our retail business for the nine months ended September 30, 2020 were $42.9 million compared with $47.1 million for the nine months ended September 30, 2019. As a percentage of our total retail sales, production costs were 43.4% of our total retail sales for the nine months ended September 30, 2020, compared with 35.8% for the nine months ended September 30, 2019. The increase in percentage was due to higher discounts on our past season products in the nine months ended September 30, 2020 compared with the same period of the prior year in percentage of sales.

Rent costs for our retail business for the nine months ended September 30, 2020 were $18.9 million compared with $24.6 million for the nine months ended September 30, 2019. As a percentage of total retail sales, rent costs were 19.1% of our total retail sales for the nine months ended September 30, 2020 compared with 18.7% for the nine months ended September 30, 2019. The decrease was primarily attributable to lower rent at certain locations.

Gross profit for our retail business for the nine months ended September 30, 2020 was $37.1 million compared with $59.9 million for the nine months ended September 30, 2019. Gross margin for our retail business for the nine months ended September 30, 2020 was 37.5% compared with 45.5% for the nine months ended September 30, 2019.

Total cost of sales for the nine months ended September 30, 2020 was $134.2 million, a 31.5% decrease compared with the nine months ended September 30, 2019. As a percentage of total sales, total costs were 71.2% of total sales for the nine months ended September 30, 2020, compared with 70.3% for the nine months ended September 30, 2019. Total gross margin for the nine months ended September 30, 2020 was 28.8% compared with 29.7% for the nine months ended September 30, 2019.

Selling, General and Administrative Expenses

Our selling expenses consist primarily of local transportation, unloading charges, product inspection charges, salaries for retail staff and decoration and marketing expenses associated with our retail business.

Our general and administrative expenses include administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.


Costs of our distribution network that are excluded from cost of sales consist of local transportation and unloading charges, and product inspection charges. Accordingly, our gross profit amounts may not be comparable to those of other companies who include these amounts in costs of sales.

  Nine months ended September 30,  Increase (Decrease) in 2020 Compared 
  2020  2019  to 2019 
  (In thousands of U.S. dollars, except for percentages)    
Gross Profit $54,157   28.8% $82,703   29.7%  (34.5)%
Operating Expenses:                    
Selling Expenses  39,101   20.8   58,651   21.1   (33.3)
General and Administrative Expenses  19,574   10.4   22,450   8.1   (12.8)
Total  58,675   31.2   81,101   29.2   (27.7)
(Loss) Income from Operations $(4,518)  (2.4)% $1,602   0.5%  (382.0)%

Selling expenses for the nine months ended September 30, 2020 were $39.1 million, a 33.3% decrease compared with the nine months ended September 30, 2019. The decrease was attributable to lower retail sales.

General and administrative expenses for the nine months ended September 30, 2020 were $19.6 million a 12.8% decrease compared with the nine months ended September 30, 2019. As a percentage of total sales, general and administrative expenses accounted for 10.4% of total sales for the nine months ended September 30, 2020, compared with 8.1% of total sales for the nine months ended September 30, 2019. The amount decrease was mainly attributable to the decline in number of stores.

(Loss) Income from Operations

(Loss) Income from operations for the nine months ended September 30, 2020 was ($4.5) million, a 382.0% decrease from $1.6 million for the nine months ended September 30, 2019. This decrease was due to decreased gross profit.

Interest Expense

Interest expense was $1.6 million and $1.0 million for the nine months ended September 30, 2020 and 2019, respectively. The increase was due to the increased bank loans.

Income Tax Expense

Income tax expense for the nine months ended September 30, 2020 was $1.3 million, a 50.7% decrease compared to the same period of 2019. The decrease was primarily due to less taxable income.

Net (Loss) Income

Net (loss) income was ($4.3) million and $0.2 million during the nine months ended September 30, 2020 and 2019. Basic and diluted earnings per share were ($0.29) and $0.02 for the nine months ended September 30, 2020 and 2019, respectively.

 

Summary of Cash Flows

 

Summary cash flows information for the ninethree months ended September 30,March 31, 2021 and 2020 and 2019 is as follows:

 

  2020  2019 
  (In thousands of U.S. dollars) 
Net cash provided by (used in) operating activities $24,598  $(3,471)
Net cash used in investing activities $(6,530) $(6,555)
Net cash provided by financing activities $18,939  $10,887 
  2021  2020 
  (In thousands of U.S. dollars) 
Net cash (used in) provided by operating activities $(302) $24,555 
Net cash (used in) provided by investing activities $(2,361) $275 
Net cash provided by (used in) financing activities $6,316  $(2,672)

 


Net cash (used in) provided by operating activities was ($0.3) million and $24.6 million for the three months ended March 31, 2021 and 2020, respectively. This decrease was mainly due to decreased accounts payable and other payables.

Net cash (used in) provided by investing activities was ($2.4) million and $0.3 million for the three months ended March 31, 2021 and 2020. This change was mainly due to that we purchased property and equipment in the three months ended March 31, 2021 more than the same period of 2020. In addition, we purchased more trading securities.

24

 

Net cash provided by operating(used in) financing activities was $24.6were $6.3 million and ($2.7) million for the ninethree months ended September 30,March 31, 2021 and 2020, compared with net cash used in $3.5 million duringrespectively. During the ninethree months ended September 30, 2019. The increase was primarily due to decrease in inventories.

Net cash used in investing activities was $6.5 million for the nine months ended September 30, 2020, compared with $6.6 million during the nine months ended September 30, 2019. This decrease was mainly due to the decreased in purchase of property and equipment and remodeling expenditure in 2020.

Net cash provided by financing activities was $18.9 million for the nine months ended September 30, 2020 compared with $10.9 million net cash provided by financing activities during the nine months ended September 30, 2019. During the nine months ended September 30, 2020,March 31, 2021, we repaid $49.3 million ofreceived new bank loans of $12.3 million and receivedrepaid the bank loan proceedsloans of $66.6$6.2 million. Also, under the counter-guarantee agreement, we received $5.6 million from and paid $4.0 million to the related party during the nine months ended September 30, 2020.

 

Liquidity and Capital Resources

 

As of September 30, 2020,March 31, 2021, we had cash and cash equivalents of $70.0$78.0 million, other current assets of $146.6other than cash $154.4 million and current liabilities of $163.2$188.7 million. We presently finance our operations primarily from cash flows from operations and borrowings from banks, and we anticipate that these will continue to be our primary source of funds to finance our short-term cash needs.

 

Bank Loans

 

In August 2018,2020, Ever-Glory Apparel entered into a line of credit agreement for approximately $3.0 million (RMB20.0 million) with the Shanghai Pudong Development Bank and guaranteed by Goldenway. As of March 31, 2021, Ever-Glory Apparel had borrowed $2.3 million (RMB 15.0 million) under this line of credit with annual interest 3.01% and due on September 2021. As of March 31, 2021, approximately $0.7 million was unused and available under this line of credit.

From March 2020 to July 2020, Ever-Glory Apparel entered into a certificate of three-year time deposit of $29.0 million (RMB190.0 million) with the Shanghai Pudong Development Bank with annual interest rates ranging from 3.75% to 3.99%. From July to November 2020, Ever-Glory Apparel pledged the certificate of three-year time deposit to the Shanghai Pudong Development Bank and Ever-Glory Apparel had borrowed $29.0 million (RMB 190.0 million) under this line of certificate with an annual interest rate from 2.50% to 3.10% and due on between May 2021 and October 2021.

In December 2020, Goldenway entered into a certificate of three-year time deposit of $16.7 million (RMB110.0 million) with the Shanghai Pudong Development Bank with an annual interest rate of 3.85%. From November 2020 to February 2021, Goldenway pledged the certificate of three-year time deposit to the Shanghai Pudong Development Bank and Goldenway had borrowed $16.7 million (RMB 110.0 million) under this line of certificate with annual interest rates of 2.90% and 3.4%, due between May 2021 and February 2022.

In April 2020, Goldenway entered into a line of credit agreement with Industrial and Commercial Bank of China, which allows the Company to borrow up to approximately $6.1 million (RMB40.0 million). These loans are collateralized by the Company’s property and equipment. As of March 31, 2021, Goldenway had borrowed $6.1 million (RMB40.0 million) from Industrial and Commercial Bank of China with an annual interest rate 4.57% and due in August 2021.

In July 2019, Ever-Glory Apparel entered into a line of credit agreement for approximately $15.2 million (RMB100.0 million) with Industrial and Commercial Bank of China, which is collateralized by assets of Nanjing Knitting, an equity investee of Jiangsu Ever-Glory International Group Corp. (“Jiangsu Ever-Glory”), under a collateral agreement executed among Ever-Glory Apparel, Nanjing Knitting and the bank. As of March 31, 2021, Ever-Glory Apparel had borrowed $15.2 million (RMB 100.0 million) under this line of credit with annual interest rates ranging from 3.95% to 4.35% and due between May 2021 to March 2022.

In April 2020, Goldenway entered into a line of credit agreement with Nanjing Bank, which allows the Company to borrow up to approximately $7.3$6.9 million (RMB50.0(RMB45.0 million). These loans are guaranteed by Jiangsu Ever-Glory International Group Corp. (“Jiangsu Ever-Glory”), an entity controlled by Mr. Kang, the Company’s Chairman and Chief Executive Officer. These loans are also collateralized by the Company’s property and equipment. As of September 30, 2020,March 31, 2021, approximately $7.3$6.9 million was unused and available under this line of credit.

 

In November 2018, Ever-Glory Apparel entered into a line of credit agreement for approximately $14.7 million (RMB100.0 million) with Industrial and Commercial Bank of China and collateralized by assets of Jiangsu Ever-Glory’s equity investee, Nanjing Knitting, under a collateral agreement executed among Ever-Glory Apparel, Nanjing Knitting and the bank. As of September 30,June 2020, Ever-Glory Apparel had borrowed $14.7 million (RMB 100.0 million) under this line of credit with annual interest rates ranging from 3.92% to 4.35% and due on from October 2020 to May 2021.


In June 2019, LA GO GO entered into a revolving line of credit agreement with Nanjing Bank, which allows the Company to borrow up to approximately $2.9$3.0 million (RMB20.0 million). The line of credit is guaranteed by Mr. Kang and Goldenway. As of September 30, 2020,March 31, 2021, LA GO GO had borrowed $2.2$2.3 million (RMB 15.0 million) under this line of credit with annual interest 4.55% and due onin September 2021. As of September 30, 2020,March 31, 2021, approximately $0.7 million was unused and available under this line of credit.

 

In August 2019, Ever-Glory Apparel and Goldenway collectively entered into a secured banking facility agreement for a combined revolving import facility, letter of credit, invoice financing facilities and a credit line for treasury products of up to $2.5 million with the Nanjing Branch of HSBC (China) Company Limited (“HSBC”). This agreement is guaranteed by the Company and Mr. Kang. As of September 30, 2020, approximately $2.5 million was unused and available under this line of credit.

25

 

In September 2019, Ever-Glory Apparel entered into a line of credit agreement for approximately $8.8$9.1 million (RMB60.0 million) with Nanjing Bank and guaranteed by Jiangsu Ever-Glory, Mr. Kang and Goldenway. As of September 30, 2020,March 31, 2021, approximately $8.8$9.1 million was unused and available under this line of credit.

 

In September 2019, LA GO GO entered into a line of credit agreement for approximately $2.9 million (RMB20.0 million) with the Bank of Communications and guaranteed by Jiangsu Ever-Glory, Ever-Glory Apparel and Jiangsu LAGOGO. As of September 30, 2020, approximately $2.9 million was unused and available under this line of credit.

In September 2019,March 2021, Ever-Glory Apparel entered into a line of credit agreement for approximately $5.9 million (RMB40.0 million) with the Shanghai Pudong Development Bank and guaranteed by Goldenway. As of September 30, 2020, Ever-Glory Apparel had borrowed $2.2 million (RMB 15.0 million) under this line of credit with annual interest 3.01% and due on September 2021. As of September 30, 2020, approximately $3.7 million was unused and available under this line of credit. In March 2020, Ever-Glory Apparel entered into a certificate of three-year time deposit of $20.6 million (RMB140.0 million) with the Shanghai Pudong Development Bank with annual interest rates ranging from 3.85% to 3.99%. From July to September 2020, Ever-Glory Apparel pledged the certificate of three-year time deposit to the Shanghai Pudong Development Bank and Ever-Glory Apparel had borrowed $20.6 million (RMB 140.0 million) under this line of certificate with an annual interest rate of 2.62% and due on from July to September 2021.

In October 2019, LA GO GO entered into a line of credit agreement for approximately $2.9 million (RMB20.0 million) with China Minsheng Bank and guaranteed by Ever-Glory Apparel and Mr. Kang. As of September 30, 2020, LA GO GO had borrowed $2.9 million (RMB20.0 million) from China Minsheng Bank with an annual interest rate of 5.0% and due in November 2020.  

In December 2019, Goldenway entered into a line of credit agreement with Industrial and Commercial Bank of China, which allows the Company to borrow up to approximately $5.9 million (RMB40.0 million). These loans are collateralized by the Company’s property and equipment. As of September 30, 2020, Goldenway had borrowed $5.9 million (RMB40.0 million) from Industrial and Commercial Bank of China with an annual interest rate 4.57% and due on August 2021.

In April 2020, Ever-Glory Apparel entered into a line of credit agreement for approximately $4.4$4.6 million (RMB30.0 million) with Bank of China and guaranteed by Jiangsu Ever-Glory. These loans are also collateralized by assets of Jiangsu Ever-Glory’s equity investee, Chuzhou Huarui, under a collateral agreement executed by Ever-Glory Apparel, Chuzhou Huarui and Bank of China. As of September 30, 2020,March 31, 2021, approximately $4.4$4.6 million was unused and available under this line of credit.

 

All bank loans are used to fund our daily operations. All loans have been repaid before or at maturity date.

 

Capital Commitments

 

We have a continuing program for the purpose of improving our manufacturing facilities and extending our retail stores. We anticipate that cash flows from operations and borrowings from banks will be used to pay for these capital commitments.  

  

Uses of Liquidity

 

Our cash requirements for the next year will be primarily to fund daily operations and the growth of our business, some of this being used to fund new stores.

  

Sources of Liquidity

 

Our primary sources of liquidity for our short-term cash needs are expected to be from cash flows generated from operations, and cash equivalents currently on hand. We believe that we will be able to borrow additional funds if necessary.

 

We believe our cash flows from operations together with our cash and cash equivalents currently on hand will be sufficient to meet our needs for working capital, capital expenditure and other commitments for the next year. No assurance can be made that additional financing will be available to us if required, and adequate funds may not be available on terms acceptable to us. If funding is insufficient at any time in the future, we will develop or enhance our products or services and expand our business through our own cash flows from operations.

 


As of September 30, 2020,March 31, 2021, we had access to approximately $58.2$47.9 million in lines of credit, of which approximately $30.3$22.0 million was unused and available. These credit facilities do not include any covenants. We have agreed to provide Jiangsu Ever-Glory a counter-guarantee of not less than 70% of the maximum aggregate lines of credit and borrowings guaranteed by Jiangsu Ever-Glory and collateralized by the assets of Jiangsu Ever-Glory and its equity investee, Nanjing Knitting, under agreements executed between the Company, Jiangsu Ever-Glory, Nanjing Knitting, and the banks. The maximum aggregate lines of credit and available borrowings was approximately $38.2$35.8 million (RMB 260235.0 million) and $3.2approximately $2.9 million (RMB 21.419.10 million) was provided to Jiangsu Ever-Glory as the counter guarantee as of September 30, 2020.March 31, 2021.

 

Foreign Currency Translation Risk

 

Our operations are, for the most part, located in the PRC, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the United States dollar and the Chinese RMB. Most of our wholesale sales are in dollars.USD. During 2003 and 2004, the exchange rate of RMB to the dollar remained constant at RMB 8.26 to the dollar. On July 21, 2005, the Chinese government adjusted the exchange rate from RMB 8.26 to 8.09 to the dollar. From that time, the RMB continued to appreciate against the U.S. dollar. As of September 30, 2020,March 31, 2021, the market foreign exchange rate had increaseddecreased to RMB 6.816.57 to one U.S. dollar. We are continuously negotiating price adjustments with most of our customers based on the daily market foreign exchange rates, which we believe will reduce our exposure to exchange rate fluctuations in the future and will pass some of the increased cost to our customers.

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In addition, the financial statements of subsidiaries located in China (whose functional currency is RMB) are translated into US dollars using the closing rate method. The balance sheet items are translated into US dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement of equity. The foreign currency translation gain (loss)loss for the three and nine3 months ended September 30,March 31, 2021 and 2020 and 2019 was $4.7 million, $3.0 million, ($3.7)$1.4 million and ($2.2)$1.4 million, respectively.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any off-balance sheet arrangements 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 are material to our investors.


 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)  is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Limitations on the Effectiveness of Disclosure Controls.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

Evaluation of Disclosure Controls and Procedures.  Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures for the period ended September 30, 2020.March 31, 2021. Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were operating effectively.

 

Changes in Internal Control Over Financial Reporting

 

Other than described above, during the thirdfirst quarter of 2020,2021, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 


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PART II.  OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

FromWe are not aware of any pending legal proceedings to which we are a party which is material or potentially material, either individually or in the aggregate. We are from time to time, we may become involved in claims, suits, investigations and proceedings arising induring the ordinarynormal course of business.our business operations, subject to various litigation claims and legal disputes. We do not believe that the ultimate disposition of any of these matters will have a material adverse effect on our financial position, results of operations or liquidity. 

 

Lawsuits against Client A

In March 2019, Shanghai La Go Go FashionNovember 2020, the Company’s two subsidiaries, Ever-Glory International Group Apparel Inc. and Goldenway Nanjing Garments Company Limited (“LA GO GO”) filed a complaint against Shanghai Chijing Investment Management Co., Ltd.Client A (“Shanghai Chijing”Client A”) for unpaid rent of RMB0.27goods worth RMB 70.15 million ($0.0410.75 million) per month in the ShanghaiTianjin No.1 Intermediate People’s Court based on processing contracts between the parties. The Company has applied for Jiading District (the “District Court”). The rent arrears began accumulating from April 2018 tointerim measures with the actual payment date. In July 2019, Shanghai Chijing filed counterclaims against LA GO GO to claim RMB10.19 million ($1.45 million) in damages, alleging that LA GO GO had not fulfilled its corresponding obligations as a landlord. As a result, the District Court froze thecourt and has frozen bank accounts of both Shanghai Chijing and LA GO GO. As of December 31, 2019,Client A for a total balanceamount of RMB15.38RMB 68.12 million ($2.210.44 million) was frozen. The Company has delivered goods worth RMB 62.06 million ($9.51 million) to Client A pursuant to the processing contracts. The Company also seeks Client A for the payment of the loss incurred from the cost of raw materials paid to suppliers in the bank accountsamount of LA GO GO. As of December 31, 2019, the Company had booked this restricted cash in other receivables. On March 10, 2020, the District Court entered a judgment in favor of LA GO GO and dismissed most of Shanghai Chijing’s counterclaims. The District Court ordered Shanghai Chijing to pay to LA GO GO an aggregate sum of RMB4.77RMB 8.09 million ($0.68 million), which is the accumulated unpaid rent from April 2018 to January 2020. The District Court also ordered LA GO GO to pay Shanghai Chijing RMB1.49 ($0.21 million) for the expenses incurred from remodeling. Both parties were required to pay the monetary damages within ten days after the District Court’s decision. LA GO GO appealed to the Shanghai Second Appellate Court (the “Appellate Court”) to claim more damages, while Shanghai Chijing appealed to reverse the judgment. LA GO GO later requested to withdraw its appeal, which was granted by the Appellate Court. In June 2020, the Appellate Court entered a final decision to dismiss the appeal of Shanghai Chijing and sustained the District Court’s judgment. LA GO GO has not received RMB4.77 million ($0.681.24 million) in monetary damagesreliance on the processing contracts. The Company received RMB 71.4 million ($10.9 million) from Shanghai Chijing as of September 30, 2020, and has applied for compulsory enforcement withClient A in April 2021 which settled the District Court. The total balance of RMB15.38 million ($2.2 million) in LA GO GO’s bank accounts were unfrozen after the final decision in July 2020.complaint amount.

 

ITEM 1A. RISK FACTORS

 

As of the date of this report and except as set forth below, there have been no material changes to the risk factors disclosed in our annual report on Form 10-K filed with the SEC on March 30, 2020.2021.

Unfavorable global economic conditions, including as a result of health and safety concerns, could adversely affect our business, financial condition or results of operations.

The Company’s results of operations could be adversely affected by general conditions in the global economy, including conditions that are outside of its control, such as the impact of health and safety concerns from the outbreak of COVID-19. The outbreak in China has resulted in the reduction of customer traffic and temporary closures of shopping malls as mandated by the provincial governments in various provinces of China from late January to March, which has adversely affected the company is the retail business with a decline in sales since February 2020. The Company’s wholesale business is also significantly affected as the Company is facing a sharp decline in its order quantities. Some of the Company’s wholesale clients have also cancelled or postponed existing orders.  Due to the Chinese factories’ shutdowns and traffic restrictions during the outbreak in China and potential shutdowns and traffic restrictions in the countries where the Company’s suppliers are located, The Company’s supply chain and business operations of its suppliers may be affected. Disruptions from the closure of supplier and manufacturer facilities, interruptions in the supply of raw materials and components, personnel absences, or restrictions on the shipment of the Company’s or its suppliers’ or customers’ products, could have adverse ripple effects on the Company’s manufacturing output and delivery schedule. The Company could also face difficulties in collecting its accounts receivables due to the effects of COVID-19 on its customers and risk gaining a large amount of bad debt. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the countries and localities in which the Company, its suppliers and customers operate.

Although China has already begun to recover from the outbreak of COVID-19, the epidemic continues to spread on a global scale and there is the risk of the epidemic returning to China in the future, thereby causing further business interruption. While the potential economic impact brought by and the duration of COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect the Company’s liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect the Company’s business and the value of its common stock. If the Company’s future sales continue to decline significantly, it may risk facing financial difficulties due to its recurring fixed expenses. The extent to which COVID-19 impacts the Company’s operating is uncertain and cannot be predicted at this time, and it will depend on many factors and future developments, including new information about COVID-19 and any new government regulations which may emerge to contain the virus, among others. 

  

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.


 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

Securities Authorized for Issuance under Equity Incentive Plans

 

The following table presents information regarding equity instruments outstanding under our 2014 Equity Incentive Plan as of September 30, 2020:March 31, 2021:

 

  Equity Incentive Plan Information 
  Number of Securities to be issued upon exercise of outstanding options, warrants and rights  Weighted-
average exercise price of outstanding options, warrants and rights
  Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 
Plan Category (a)  (b)  (c) 
Equity incentive plans approved by security holders  -  $    -   1,500,000 
Total      -  $-   1,500,000 

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ITEM 6. EXHIBITS

 

The following exhibits are filed herewith:

 

Exhibit No.  Description
   
3.1 Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-KSB, filed March 29, 2006);
   
3.2 Articles of Amendment as filed with the Department of State of Florida, effective November 20, 2007 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed November 29, 2007);
   
3.3 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of our Current Report Form 8-K filed on April 22, 2008);
   
31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS XBRL Instance Document 
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

NovemberMay 13, 20202021EVER-GLORY INTERNATIONAL GROUP, INC.
  
 By:/s/ Edward Yihua Kang
  Edward Yihua Kang
  Chief Executive Officer
  (Principal Executive Officer)
   
 By:/s/ Jiansong Wang
  Jiansong Wang
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

 

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