Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Sep. 30, 2020 | Nov. 23, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | iFresh Inc | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --03-31 | |
Entity Common Stock, Shares Outstanding | 30,230,383 | |
Amendment Flag | false | |
Entity Central Index Key | 0001681941 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 001-38013 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 7,759,008 | $ 751,942 |
Accounts receivable, net | 3,446,777 | 3,405,341 |
Advances to vendor | 2,204,908 | |
Inventories, net | 12,172,874 | 6,185,102 |
Prepaid expenses and other current assets | 4,469,881 | 3,691,990 |
Tax receivable | 1,233,116 | |
Total current assets | 31,286,564 | 14,034,375 |
Advances and receivables - related parties | 6,569,159 | 5,060,370 |
Property and equipment, net | 23,903,898 | 19,769,152 |
Intangible assets, net | 5,112,990 | 900,005 |
Security deposits | 1,261,352 | 1,264,353 |
Right of use assets-lease | 58,853,946 | 57,587,790 |
Deferred income taxes | 643,116 | |
Goodwill | 4,450,484 | |
Total assets | 131,438,393 | 99,259,161 |
Current liabilities: | ||
Accounts payable | 8,488,207 | 10,674,455 |
Deferred revenue | 7,843,732 | 1,311,228 |
Lines of credit, current-in default | 20,232,547 | 20,141,297 |
Notes payable, current | 65,936 | 77,903 |
Finance lease obligations, current | 131,422 | 137,243 |
Accrued expenses | 1,865,514 | 1,307,069 |
Operating lease liabilities, current | 7,558,410 | 5,438,356 |
Other payables, current | 3,800,652 | 3,584,756 |
Total current liabilities | 49,986,420 | 42,672,307 |
Notes payable, non-current | 19,870 | 46,706 |
Finance lease obligations, non-current | 213,973 | 277,350 |
PPP Loans from government | 1,768,212 | |
Other payables, non-current | 83,102 | 83,102 |
Deferred tax liability | 1,083,739 | |
Long term operating lease liabilities | 59,727,918 | 58,729,843 |
Total liabilities | 112,883,234 | 101,809,308 |
Commitments and contingencies | ||
Shareholders’ equity (deficit) | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized,30,230,383 and 18,658,547 shares issued and outstanding as of September, 2020 and March 31, 2020, respectively | 3,023 | 1,866 |
Additional paid-in capital | 31,386,155 | 18,202,323 |
Accumulated (deficit) | (23,851,950) | (24,254,336) |
Accumulated other comprehensive Income | 255,799 | |
Total shareholders’ equity (deficit) attributable to iFresh | 17,965,005 | (2,550,147) |
Noncontrolling interest | 590,154 | |
Total shareholders’ equity (deficit) | 18,555,159 | (2,550,147) |
Total liabilities and shareholders’ equity (deficit) | 131,438,393 | 99,259,161 |
Series A Preferred shares | ||
Shareholders’ equity (deficit) | ||
Preferred stock value | 3,500,000 | 3,500,000 |
Series B Preferred shares | ||
Shareholders’ equity (deficit) | ||
Preferred stock value | 4,908,539 | |
Series C Preferred shares | ||
Shareholders’ equity (deficit) | ||
Preferred stock value | $ 1,763,439 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,230,383 | 18,658,547 |
Common stock, shares outstanding | 30,230,383 | 18,658,547 |
Series A Preferred Stock [Member] | ||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 1,000,000 | 1,000,000 |
Preferred shares, issued | 1,000 | 1,000 |
Preferred stock liquidation (in Dollars) | $ 3,500,000 | $ 3,500,000 |
Series B Preferred shares | ||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | |
Preferred shares, authorized | 1,000 | |
Preferred shares, issued | 1,000 | |
Series C Preferred shares | ||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | |
Preferred shares, authorized | 1,000 | |
Preferred shares, issued | 1,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net sales | $ 23,943,874 | $ 21,373,820 | $ 45,212,175 | $ 44,458,495 |
Net sales-related parties | 277,623 | 487,682 | 543,237 | 1,230,789 |
Total net sales | 24,221,497 | 21,861,502 | 45,755,412 | 45,689,284 |
Cost of sales | (17,773,769) | (15,140,772) | (31,596,232) | (31,656,870) |
Cost of sales-related parties | (225,171) | (398,118) | (419,791) | (980,688) |
Retail occupancy costs | (1,427,054) | (1,576,290) | (2,900,228) | (3,506,909) |
Gross profit | 4,795,503 | 4,746,322 | 10,839,161 | 9,544,817 |
Selling, general and administrative expenses | 8,194,094 | 5,851,779 | 12,608,256 | 14,427,673 |
Loss from operations | (3,398,591) | (1,105,457) | (1,769,095) | (4,882,856) |
Interest (expense), net | (461,435) | (349,475) | (822,661) | (959,220) |
Other income | 77,330 | 729,639 | 2,406,530 | 1,650,720 |
Net loss before income taxes | (3,782,696) | (725,293) | (185,226) | (4,191,356) |
Income tax (benefit) provision | (589,750) | 161,430 | (589,750) | 63,493 |
Net (loss) income | (3,192,946) | (886,723) | 404,524 | (4,254,849) |
Less: net income attributable to non-controlling interest | 8,056 | 2,138 | ||
Net loss attributable to Common shareholders | (3,201,002) | (886,723) | 402,386 | (4,254,849) |
Other Comprehensive income (loss) | ||||
Foreign currency translation adjustment | 241,979 | 263,960 | ||
Comprehensive (loss) income | (2,950,967) | (886,723) | 668,484 | (4,254,849) |
Less: comprehensive income attributable to non - controlling interests | 15,796 | 10,299 | ||
Comprehensive (loss) income attributable to iFresh | $ (2,966,763) | $ (886,723) | $ 658,185 | $ (4,254,849) |
Net (loss) per share: | ||||
Basic (in Dollars per share) | $ (0.12) | $ (0.05) | $ (0.01) | $ (0.24) |
Diluted (in Dollars per share) | $ (0.12) | $ (0.05) | $ (0.01) | $ (0.24) |
Weighted average shares outstanding: | ||||
Basic (in Shares) | 27,518,670 | 18,351,498 | 27,518,091 | 17,868,254 |
Diluted (in Shares) | 27,518,670 | 18,351,498 | 27,518,091 | 17,868,254 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficiency) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated (Deficit) | Accumulated Other Comprehensive Income | Shareholders’ Equity (deficit) | Noncontrolling interest | Total |
Balance at Mar. 31, 2019 | $ 1,674 | $ 14,933,829 | $ (15,967,482) | $ (1,031,979) | $ (1,031,979) | |||
Balance (in Shares) at Mar. 31, 2019 | 16,737,685 | |||||||
Captail contribution | 1,119,421 | 1,119,421 | 1,119,421 | |||||
Net income (loss) | (3,368,126) | (3,368,126) | (3,368,126) | |||||
Common stock issued in connection of warrants exercise | $ 117 | 1,450,683 | 1,450,800 | 1,450,800 | ||||
Common stock issued in connection of warrants exercise (in Shares) | 1,170,000 | |||||||
Stock issued for service | $ 44 | 470,398 | 470,442 | 470,442 | ||||
Stock issued for service (in Shares) | 443,813 | |||||||
Balance at Jun. 30, 2019 | $ 1,835 | 17,974,330 | (19,335,608) | (1,359,442) | (1,359,442) | |||
Balance (in Shares) at Jun. 30, 2019 | 18,351,498 | |||||||
Captail contribution | 646,111 | 646,111 | 646,111 | |||||
Net income (loss) | (886,723) | (886,723) | (886,723) | |||||
Stock issued for service | ||||||||
Stock issued for service (in Shares) | ||||||||
Balance at Sep. 30, 2019 | $ 1,835 | 18,620,441 | (20,222,331) | (1,600,054) | (1,600,054) | |||
Balance (in Shares) at Sep. 30, 2019 | 18,351,498 | |||||||
Balance at Mar. 31, 2020 | $ 3,500,000 | $ 1,866 | 18,202,323 | (24,254,336) | (2,550,147) | (2,550,147) | ||
Balance (in Shares) at Mar. 31, 2020 | 1,000 | 18,658,547 | ||||||
Net income (loss) | 3,603,388 | 3,603,388 | (5,918) | 3,597,470 | ||||
Balance at Jun. 30, 2020 | $ 8,408,539 | $ 2,519 | 26,755,906 | (20,650,948) | 21,560 | 14,537,576 | 574,358 | 15,111,934 |
Balance (in Shares) at Jun. 30, 2020 | 2,000 | 25,194,086 | ||||||
Stock issued for business acquisition | $ 4,908,539 | $ 475 | 6,053,761 | 10,962,775 | 10,962,775 | |||
Stock issued for business acquisition (in Shares) | 1,000 | 4,752,372 | ||||||
Stock issued for stock purchase agreement | $ 178 | 2,499,822 | 2,500,000 | 2,500,000 | ||||
Stock issued for stock purchase agreement (in Shares) | 1,783,167 | |||||||
Acquisition of Noncontrolling interest | 579,855 | 579,855 | ||||||
Foreign currancy translation adjustment | 21,560 | 21,560 | 421 | 21,981 | ||||
Balance at Mar. 31, 2020 | $ 3,500,000 | $ 1,866 | 18,202,323 | (24,254,336) | (2,550,147) | (2,550,147) | ||
Balance (in Shares) at Mar. 31, 2020 | 1,000 | 18,658,547 | ||||||
Balance at Sep. 30, 2020 | $ 10,171,978 | $ 3,023 | 31,386,155 | (23,851,950) | 255,799 | 17,965,005 | 590,154 | 18,555,159 |
Balance (in Shares) at Sep. 30, 2020 | 3,000 | 30,230,384 | ||||||
Balance at Jun. 30, 2020 | $ 8,408,539 | $ 2,519 | 26,755,906 | (20,650,948) | 21,560 | 14,537,576 | 574,358 | 15,111,934 |
Balance (in Shares) at Jun. 30, 2020 | 2,000 | 25,194,086 | ||||||
Net income (loss) | (3,201,002) | (3,201,002) | 8,056 | (3,192,946) | ||||
Balance at Sep. 30, 2020 | $ 10,171,978 | $ 3,023 | 31,386,155 | (23,851,950) | 255,799 | 17,965,005 | 590,154 | 18,555,159 |
Balance (in Shares) at Sep. 30, 2020 | 3,000 | 30,230,384 | ||||||
Stock issued for business acquisition | $ 1,763,439 | $ 504 | 4,630,249 | 6,394,192 | 6,394,192 | |||
Stock issued for business acquisition (in Shares) | 1,000 | 5,036,298 | ||||||
Foreign currancy translation adjustment | $ 234,239 | $ 234,239 | $ 7,740 | $ 241,979 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net income (loss) | $ 404,524 | $ (4,254,849) |
Depreciation expense | 1,265,178 | 1,093,572 |
Amortization expense | 424,601 | 249,166 |
Share based compensation | 1,921,081 | |
Lease amortization | 4,086,453 | 3,994,896 |
Bad debt expense | 101,708 | 233,448 |
Deferred income taxes | 643,116 | 63,493 |
Accounts receivable | 163,691 | 504,562 |
Inventories | (3,152,075) | 1,170,917 |
Advance to vendor | 1,401,813 | |
Prepaid expenses and other current assets | 272,124 | (115,506) |
Tax receivable | (1,233,116) | |
Security deposits | 3,000 | (16,230) |
Accounts payable | (2,230,174) | (2,824,630) |
Deferred revenue | (618,841) | 472,418 |
Accrued expenses | 387,286 | (177,103) |
Taxes payable | (251,180) | |
Operating lease liabilities | (2,234,477) | (3,961,654) |
Other liability | (399,094) | 411,652 |
Cash advances to related parties | (1,508,790) | 912,891 |
Net cash used in operating activities | (2,474,253) | (321,876) |
Cash flows from investing activities | ||
Acquisition of property and equipment | (853,354) | (582,612) |
Cash paid for acquisition of DL | (600,000) | |
Cash received from acquisitions | 6,770,154 | |
Net cash provided by (used in) investing activities | 5,316,800 | (582,612) |
Cash flows from financing activities | ||
Cash received from government loans | 1,768,212 | |
Repayment of Borrowings against lines of credit | (922,730) | |
Repayments on notes payable | (38,802) | (58,843) |
Payments on finance lease obligations | (69,198) | (73,112) |
Cash received from issuance of stock | 2,500,000 | 1,765,693 |
Net cash provided by financing activities | 4,160,212 | 711,008 |
Net increase (decrease) in cash and cash equivalents | 7,002,759 | (193,480) |
Effect of exchange rate change on Cash | 4,307 | |
Net increase (decrease) in cash and cash equivalents | 7,007,066 | (193,480) |
Cash and cash equivalents at beginning of the period | 751,942 | 1,048,090 |
Cash and cash equivalents at the end of the period | 7,759,008 | 854,610 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 45,700 | 959,220 |
Cash paid for income taxes | 28,820 | |
Supplemental disclosure of non-cash investing and financing activities | ||
Right of use assets recognized for operating lease liabilities | 1,098,746 | |
Common stock issued for business acquisition | 10,684,989 | |
Preferred stock issued for business acquisition | $ 6,671,978 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Organization and General iFresh (herein referred to collectively with its subsidiaries as the “Company”) is an Asian/Chinese supermarket chain with multiple retail locations and its own distribution operations, currently all located along the East Coast of the United States. The Company offers seafood, vegetables, meat, fruit, frozen goods, groceries, and bakery products through its retail stores. On June 7, 2019, the Company entered into a certain Share Exchange Agreement (“Exchange Agreement”) with Xiaotai International Investment Inc. (“Xiaotai”), a Cayman Island Company, and certain shareholders of Xiaotai (collectively with Xiaotai, “Seller”), pursuant to which, among other things and subject to the terms and conditions contained therein, the Company was to acquire all of the outstanding issued shares and other equity interests in Xiaotai from certain shareholders of Xiaotai (such transactions, collectively, the “Acquisition”). This Exchange Agreement was terminated and the proposed acquisition was cancelled in November 2019 after Zhejiang Xiao’s business activities were found in violation of China’s laws and regulations. In April 2020, the Company acquired Hubei Rongentang Wine Co., Ltd and Hubei Rongentang Herbal Wine Co., Ltd., (“RET”) and Xiamen DL Medical Technology Co, Ltd., (“DL Medical”) which are incorporated and located in China to expand its business. RET is engaged in the business of manufacturing and selling rice liquor products and herbal rice wine products. DL Medical’s core business includes engineering and technical research and experimental development in and production of medical protective masks, non-medical daily protective masks, and cotton spinning processing. In August 2020.The company acquired 100% equity interest of Jiuxiang Blue Sky Technology (Beijing) Co., Ltd. (“Jiuxiang”) incorporated and located in China to enhance its online grocery business. Jiuxiang develops supply chain financial services, integrated payment systems, and prepaid card marketing systems. (Refer to Note 5 for the detail of these acquisitions). |
Liquidity and Going Concern
Liquidity and Going Concern | 6 Months Ended |
Sep. 30, 2020 | |
Liquidity And Going Concern [Abstract] | |
Liquidity and Going Concern | 2. Liquidity and Going Concern As reflected in the Company’s consolidated financial statements, the Company had negative working capital of $18.8 million and $28.6 million as of September 30, 2020 and March 31, 2020, respectively. The Company had equity of $18.6 million and deficit of $2.6 million as of September 30, 2020 and March 31, 2020, respectively. For the six months ended September 30, 2020 and the year ended March 31, 2020, the Company had operating income of $0.4 million and operating losses of $8.3 million respectively. The Company did not meet certain financial covenants required in its credit agreement with KeyBank National Association (“KeyBank”). As of September 30, 2020, the Company has outstanding loan facilities of approximately $20.5 million due to KeyBank. Failure to maintain these loan facilities will have a significant impact on the Company’s operations. In assessing its liquidity, management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future and its operating and capital expenditure commitments. iFresh had funded working capital and other capital requirements in the past primarily by equity contribution from shareholders, cash flow from operations, and bank loans. As of September 30, 2020, the Company also has $6.6 million of advances and receivable from the related parties we intend to collect. In April and May 2020, the Company received a Paycheck Protection Program loan (“PPP loan”) of approximately $1.77 million. During the quarter ended September 30, 2020, the Company had a net operating loss of $3.8 million mainly due to the acquisition of Jiuxiang which had a net operating loss of $2.2 Million. The Company was in default under the Credit Agreement as of September 30, 2020 and March 31, 2020. Specifically, the financial covenants of the Credit Agreement require the Company to maintain a senior funded debt to earnings before interest, tax, depreciation and amortization (“EBITDA”) ratio for the trailing 12 months period of less than 3.00 to 1.00 at the last day of each fiscal quarter. As of September 30, 2020 and March 31, 2020, this ratio was greater than 3.00 to 1.00, and the Company was therefore not in compliance with the financial covenants of the KeyBank loan. In addition, the Company violated the loan covenant when Mr. Long Deng, CEO and shareholder of the Company sold an aggregate of 8,294,989 restricted shares to HK Xu Ding Co., Limited, representing 51% of the total issued and outstanding shares of the Company as of December 31, 2018. The Company failed to obtain a written consent for the occurrence of the change of ownership. KeyBank notified the Company in February that it has not waived the default and reserves all of its rights, power, privileges, and remedies under the Credit Agreement. effective as of March 1, 2019, interest was accrued on all loans at the default rate. On May 20, 2019 (the “Effective Date”), the Company entered into a forbearance agreement (the “Forbearance Agreement”) with KeyBank, pursuant to which KeyBank has agreed to delay the exercise of its rights and remedies under the Loan agreement based on the existence of the event of share transfer defaults for six months. The Forbearance Agreement contained customary forbearance covenants and other forbearance covenants and defined certain events of defaults. From January to September 2020, non-payment of the amount due by the Company was $1,866,292. Also, the Company is not in compliance with certain loan covenants. On August 6, 2020 the Company received 3rd forbearance agreement from KeyBank, which includes the following terms: ● All delinquent regular interest paid at or before settlement. ● August and September required payments will be regular interest amounts ● Default interest will be deferred until September 25, 2020 ● Store valuations will be ordered by the lender. ● Continue to provide weekly cash flow reports ● Provide quarterly financial statements of NYM Holding and subsidiaries (“NYM”), iFresh and newly acquired businesses. ● Monthly financial projections ● Cost/work detail on the completion of the CT store ● Pledge of the equity and guarantee of newly acquired businesses. ● File a UCC-1 financing statement for iFresh Inc. If agreement cannot be reached, KeyBank is fully prepared to pursue legal remedies. As of the date of this filing, the Forbearance Agreement is still under negotiation. The Company was impacted by the COVID-19 outbreak as it operates in areas under stay-at-home orders since mid-March 2020. The Company had to operate under reduced hours including temporary closure of the stores located in Brooklyn, Manhattan and in Flushing, New York, where there are with high populations and a high risk of infection during the end of March and April peak periods. Sales decreased by $0.8 million due to the lockdown for the six months ended September 30, 2020. The Company’s principal liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. The Company’s ability to fund these needs will depend on its future performance, which will be subject in part to general economic, competitive and other factors beyond its control. These conditions raise substantial doubt as to the Company’s ability to remain a going concern. The management has been putting effort in reaching out to external investors and are now in the process of contacting several potential investors. The store operation has grown very mature over the last twenty years. With the fast development of the online shopping and fresh delivery sectors, the management has input in related industries and seeking opportunities to further strengthen its own supply chain and customers’ service quality in the company's online shopping platform- onlineiFresh. The management is also filing an S-1 to help raise capital for the Company. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | 3. Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for a completed financial statement. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended September 30, 2020 and 2019 are not necessarily indicative of the results that may be expected for the full year. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020 filed with the SEC on August 13, 2020. The Company has four reportable and operating segments. The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM bears ultimate responsibility for, and is actively engaged in, the allocation of resources and the evaluation of the Company’s operating and financial results based on the financial information for these operating segments. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 4. Summary of Significant Accounting Policies Significant Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s critical accounting estimates include, but are not limited to: allowance for estimated uncollectible receivables, inventory valuations, lease assumptions, impairment of long-lived assets, impairment of intangible assets, and income taxes. Actual results could differ from those estimates. Accounts Receivable Accounts receivable consist primarily of uncollected amounts from customer purchases (primarily from the Company’s two distribution operations), credit card receivables, and food stamp vouchers, and are presented net of an allowance for estimated uncollectible amounts. The Company periodically assesses its accounts receivable for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. Once collection efforts have been exhausted, the account receivable is written off against the allowance. Inventories Inventories in our supermarket consist of merchandise purchased for resale, which are stated at the lower of cost or net realizable value. The cost method is used for wholesale and retail perishable inventories by assigning costs to each of these items based on a first-in, first-out (FIFO) basis (net of vendor discounts). Inventories in our hot food, liquor and mask businesses consist of raw materials, work in progress and finished products. Cost includes the cost of raw materials, freight in, direct labor and related production overhead. The cost of these inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventory is recognized as a provision for diminution in the value of inventories. Net realizable value is the estimated at the selling price in the normal course of business less any costs to complete and sell products. Allowances for obsolescence are also assessed based on expiration dates, as applicable, taking into consideration historical and expected future product sales. Leases On April 1, 2019 the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02. For all leases that were entered into prior to the effective date of ASC 842, we elected to apply the package of practical expedients. Based on this guidance we did not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The adoption of Topic 842 resulted in the recognition of $65.6 million of operating lease assets and $72.3 operating lease liabilities on the consolidated balance sheet as of April 1, 2019 (See Note 13 for additional information). The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of obligations under capital leases, and obligations under capital leases, non-current on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Fair Value Measurements The Company records its financial assets and liabilities in accordance with the framework for measuring fair value in accordance with U.S GAAP. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Fair value measurements of nonfinancial assets and non-financial liabilities are primarily used in the impairment analysis of intangible assets and long-lived assets. Cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, advances to related parties, accounts payable, deferred revenue and accrued expenses approximate fair value because of the short maturity of those instruments. Based on comparable open market transactions, the fair value of the lines of credit, PPP loans and other liabilities, including current maturities, approximated their carrying value as of September 30, 2020 and March 31, 2020, respectively due to their short term nature. The Company’s estimates of the fair value of the line of credit and other liabilities (including current maturities) were classified as Level 2 in the fair value hierarchy. Paycheck Protection Program Loans (PPP) Loans The Company’s policy is to account for the PPP loan (See Note 11) as debt. The Company will continue to record the loan as debt until either (1) the loan is partially or entirely forgiven and the Company has been legally released, at which point the amount forgiven will be recorded as income or (2) the Company pays off the loan. Revenue Recognition In accordance with FASB ASU- Topic 606 revenue is recognized at the time the sale is made, at which time our walk-in customers take immediate possession of the merchandise or delivery is made to our wholesale customers. Payment terms are established for our wholesale customers based on the Company’s pre-established credit requirements. Payment terms vary depending on the customer. Based on the nature of receivables, no significant financing components exist. Sales are recorded net of discounts, sales incentives and rebates, sales taxes and estimated returns and allowances. We estimate the reduction to sales and cost of sales for returns based on current sales levels and our historical return experience. Topic 606 defines a performance obligation as a promise in a contract to transfer a distinct good or service to the customer and is considered the unit of account. The majority of our contracts have one single performance obligation as the promise to transfer the individual goods is not separately identifiable from other promises in the contracts and is, therefore, not distinct. We had no material contract assets, contract liabilities, or costs to obtain and fulfil contracts recorded on the Consolidated Balance Sheet as of September 30, 2020 and March 31, 2020. For the Six months ended September 30, 2020 and 2019, revenue recognized from performance obligations related to prior periods was insignificant. Revenue expected to be recognized in any future periods related to remaining performance obligations is insignificant. Below is a description of the revenue recognition of the three China subsidiaries: DL Medical: The revenue is mainly from the sales of medical protective masks and non-medical daily protective masks. For sales in China, revenues are recognized when invoice is sent and payment is received. There is no sales discount on the sales amount as of September 30, 2020. For sales to the U.S., after the order is confirmed, the company will ship out the goods. Revenue is recognized after the goods arrive at the designated port, usually New York or Los Angeles. RET Wine Co.: The revenue is mainly from the sales of wine and herbal wine. Revenues are recognized after invoicing. There is no sales discount on the sales amount. Jiuxiang The revenue is mainly direct from the sale of the company's inventory, including daily necessities, tobacco and alcohol, and all revenue is recognized at the sales price. At the same time, in 2020, a part of the company's revenues comes from membership card sales, and this part will be recognized at the e-commerce membership card price. Specifically, the revenue can be recognized as described below: 1. Offline sales of regular products. When a client makes payment to the company, the company will record as advance payments. Revenues are confirmed and recorded after the company received confirmation from the client that the delivery of the goods was complete and correct. 2. Online sales of regular products. When the customer places the order and makes the payment, the company will record as advance payments. After the company ships out the goods, and passes the return period of seven days with no claim of returning the goods, revenues will be confirmed and recorded. 3. Online sales of membership cards (“Gift Bag”). After the customer purchases the Gift Bag, the company will record as advance payments. Revenues are confirmed after the customer redeems the goods. The following table summarizes disaggregated revenue from contracts with customers by geographical group: For the Six Months Ended September 30, September 30, 2020 2019 (Unaudited) (Unaudited) The United States $ 43,790,365 $ 45,689,284 China 1,965,047 - Total $ 45,755,412 $ 45,689,284 For Three Months Ended 2020 2019 (Unaudited) (Unaudited) The United States $ 22,473,502 $ 21,861,502 China 1,747,995 - Total $ 24,221,497 $ 21,861,502 Cash and Cash Equivalents Cash and Cash Equivalents include highly liquid investments with an original maturity of three months or less from the time of purchase. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions. These receivables typically settle in three days or less. Business Combinations The Company accounts for its business combinations using the purchase method of accounting in accordance with FASB Accounting Standards Codification (“ASC”) ASC 805 (“ASC 805”), “Business Combinations”. The purchase method of accounting requires that the consideration transferred be allocated to the assets, including separately identifiable assets and liabilities the Company acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree, (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in earnings as a bargain purchase gain. The Company uses an independent valuations company to estimate the fair value of assets acquired and liabilities assumed in a business combination. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, its estimates are inherently uncertain and subject to refinement. Significant estimates in valuing certain intangible assets include, but are not limited to future expected revenues and cash flows, useful lives, discount rates, and selection of comparable companies. Although the Company believes the assumptions and estimates it has made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. On the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s consolidated statements of operations. Goodwill The Company early adopted ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The standard simplifies the subsequent measurement of goodwill by removing Step 2 of the current goodwill impairment test, which requires a hypothetical purchase price allocation. Under the new standard, an impairment loss will be recognized in the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company tests goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. The Company reviews the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carrying value may not be recoverable and annually for goodwill and indefinite lived intangible assets as required by ASC Topic 350, Intangibles — Goodwill and Others. This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative analysis. If the quantitative analysis indicates the carrying value of a reporting unit exceeds its fair value, the Company measures any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Intangible Assets Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives. The Company determines the appropriate useful life of its intangible assets by measuring the expected cash flows of acquired assets. The estimated useful lives of intangible assets are as follows: Estimated useful lives (years) Business license 15 Land use right 46 Trademark 10 Backlog 1 Technology 5 Recently Issued Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December. 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. On April 1, 2019, the Company adopted this ASU and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision- useful to users of the financial statements. This ASU is effective for annual and interim periods beginning after December 15, 2019 for issuers and December 15, 2020 for non-issuers. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. In May 2019, the FASB issued ASU 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief. This update adds optional transition relief for entities to elect the fair value option for certain financial assets previously measured at amortized cost basis to increase comparability of similar financial assets. The updates should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified retrospective approach). In November 19, 2019, the FASB issued ASU 2019-10 to amend the effective date for ASU 2016-13 to be fiscal years beginning after December 15, 2022 and interim periods therein. The Company does not believe this guidance will have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12 (“ASU 2019-12”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to managerial accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently assessing the impact of adopting this standard, and does not believe this guidance will have a material impact on its consolidated financial statements. No other new accounting pronouncements issued or effective had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements. Earnings (loss) per share The Company reports earnings (loss) per share in accordance with U.S. GAAP, which requires presentation of basic and diluted earnings (loss) per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts, such as warrants, options, restricted stock based grants and convertible preferred stock, to issue common stock were exercised and converted into common stock. Common stock equivalents having an anti-dilutive effect on earnings per share are excluded from the calculation of diluted earnings per share. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. When the Company has a loss, no potential dilutive items are included since they would be antidilutive. Stock dividends or stock splits are accounted for retroactively as if the stock dividends or stock splits occur during the beginning of the earliest period presented and if the stock dividends or stock splits occur after the end of the period but before the release of the financial statements, by considering it effective as of the beginning of each period presented. Functional currency and foreign currency translation An entity’s functional currency is the currency of the primary economic environment in which it operates. Normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. The functional currency of the Company’s three China subsidiaries is the RMB. The reporting currency of these consolidated financial statements is in US Dollars. The financial statements of the China subsidiaries, which are prepared using the RMB, are translated into the Company’s reporting currency, the US Dollar. Assets and liabilities are translated using the exchange rate at each reporting period end date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income or loss. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. Foreign currency exchange gains and losses resulting from these transactions are included in operations. The exchange rates used for foreign currency translation are as follows: For the Three Months Ended September 30, September 30, March 31, (RMB to USD) (RMB to USD) (RMB to USD) Assets and liabilities period end exchange rate 6.81684 N/A N/A Revenue and expenses period average 7.00117 N/A N/A For the Six Months Ended March 31, 2020 2019 2020 Assets and liabilities period end exchange rate 6.81684 N/A N/A Revenue and expenses period average 6.92089 N/A N/A Concentration of credit risk The Company maintains cash balances in ten banks in China. In China, the insurance coverage of each bank is RMB500,000 (approximately USD$73,000). As of September 30, 2020, the Company had approximately RMB31,384,897 (approximately USD$4,604,000) in excess of the insurance amounts. The Company maintains cash balances in six financial institutions, which are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000 per institution. From time to time, the Company’s balances may exceed these limits. As of September 30,2020, the Company had approximately $1,240,000 in excess of the insurance amounts. |
Acquisitions
Acquisitions | 6 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions Hubei Rongentang Wine Co., Ltd and Hubei Rongentang Herbal Wine Co., Ltd. (“RET”) On March 26, 2020, the Company entered into an agreement (the “Acquisition Agreement”) with Kairui Tong and Hao Huang (collectively, the “Sellers”) and Hubei Rongentang Wine Co., Ltd. and Hubei Rongentang Herbal Wine Co., Ltd., pursuant to which the Company will purchase their 100% interest in Hubei Rongentang Wine Co., Ltd. and Hubei Rongentang Herbal Wine Co., Ltd. (collectively, the “Target Companies”) in exchange for 3,852,372 shares of the Company’s common stock and 1,000 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”). Upon approval of the Company’s shareholders, the 1,000 shares of Series B Preferred Stock will be converted into 3,834,796 shares of the Company’s common stock. The Series B Preferred will rank on parity with the Series A Convertible Preferred Stock of the Company. On April 22, 2020, the Company consummated the above purchase. The aggregate fair value of the consideration paid by the Company is approximately $9.8 million and is based on the closing price of the Company’s common stock at the date of closing. The excess of total cost of acquisition over the fair value of the identifiable net assets was recorded as goodwill. The transaction was accounted for as a business combination using the purchase method of accounting. The preliminary purchase price allocation of the transaction was determined by the Company with the assistance of an independent appraisal firm based on the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date. The following table presents the preliminary purchase price allocation to the assets acquired and liabilities assumed at the date of this acquisition: Cash $ 371,310 Accounts receivable, net 84,260 Inventories, net 2,099,306 Advances to suppliers, net 76,476 Other current assets 910,435 Property and equipment, net 4,310,878 Total tangible assets acquired $ 7,852,665 Accounts payable $ 9,260 Advance from customers 386,119 Accrued expenses and other payables 703,060 Deferred tax liability 954,173 Total liability assumed 2,052,612 Net tangible assets acquired 5,800,053 Intangible assets 3,013,272 Goodwill 1,026,250 Total consideration $ 9,839,575 The Company recorded acquisition of intangible assets of $3,013,272. These intangible assets include land use rights of $2,745,289 and a business license of $208,756. The associated goodwill and intangible assets are not deductible for tax purposes. The amounts of revenue and earnings of RET included in the Company’s condensed consolidated statement of operations and comprehensive income (loss) from the acquisition date to September 30, 2020 are as follows: From (Unaudited) Revenue $ 269,781 Net (Loss) $ (176,412 ) Xiamen DL Medical Technology Co, Ltd. On March 17, 2020, the Company entered into a purchase agreement (the “Acquisition Agreement”) with Guo Hui Ji, a citizen of the People’s Republic of China (the “Seller”) and Xiamen DL Medical Technology Co, Ltd., a People’s Republic of China company, pursuant to which the Seller will sell his 70% equity interests in Xiamen DL Medical Technology Co, Ltd. to the Company (the “Equity Interests”). In consideration, the Company paid $600,000 in cash and issued 900,000 shares of common stock of the Company to the Seller. On April 28, 2020, the Company consummated the above transactions. The aggregate fair value of the consideration paid by the Company in the acquisition is approximately $1.7 million and is based on the cash paid and the closing price of the Company’s common stock at the date of closing. The transaction was accounted for as a business combination using the purchase method of accounting. The preliminary purchase price allocation of the transaction was determined by the Company with the assistance of an independent appraisal firm based on the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date. The following table presents the preliminary purchase price allocation to the assets acquired and liabilities assumed at the date of this acquisition: Cash $ 22,577 Inventories, net 28,975 Advances to suppliers, net 1,341,604 Property and equipment, net 69,780 Total tangible assets acquired $ 1,462,936 Advance from customers $ 703,321 Accrued expenses and other payables 59,880 Deferred tax liability 129,590 Total liability assumed 892,791 Net tangible assets acquired 570,145 Intangible assets 518,362 Goodwill 1,214,548 Net assets acquired 2,303,055 Noncontrolling interest 579,855 Total consideration $ 1,723,200 The Company recorded acquired intangible assets of $518,362. These intangible assets consist of a backlog of $518,362. The associated goodwill and intangible assets are not deductible for tax purposes. The amounts of revenue and earnings of DL included in the Company’s condensed consolidated statement of operations and comprehensive income (loss) from the acquisition date to September 30, 2020 are as follows: From (Unaudited) Revenue $ 596,927 Net (Loss) $ (7,126 ) Income attributed to non-controlling interest was $2,138 for the six months ended September 30, 2020. Jiuxiang Blue Sky Technology (Beijing) Co., Ltd. (“Jiuxiang”) On August 24, 2020, the Company entered into a purchase agreement (the “Acquisition Agreement”) with Zhang Fei and Liu Meng, citizens of the People’s Republic of China (collectively, the “Sellers”) and Jiuxiang Blue Sky Technology (Beijing) Co., Ltd.(“Jiuxiang”), pursuant to which the Seller will sell their 100% equity interests in Jiuxiang to the Company (the “Equity Interests”). In consideration, the Company issued 5,036,28 shares of common stock and 1,000 shares of Series C convertible preferred stock of the Company to the Sellers. On April 24, 2020, the Company consummated the above transactions. The aggregate fair value of the consideration paid by the Company in the acquisition is approximately $ 6.4 million and is based on the closing price of the Company’s common stock at the date of closing. The transaction was accounted for as a business combination using the purchase method of accounting. The preliminary purchase price allocation of the transaction was determined by the Company with the assistance of an independent appraisal firm based on the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date. The following table presents the preliminary purchase price allocation to the assets acquired and liabilities assumed at the date of this acquisition: Cash $ 6,326,526 Inventories, net 609,180 Advances to suppliers, net 2,141,077 AR, net 51,842 Other Current Assets 219,827 Long term deferred expense 111,579 Property and equipment, net 14,752 Total tangible assets acquired $ 9,474,783 Advance from customers $ 6,027,177 Accrued expenses and other payables 269,776 Total liability assumed 6,296,953 Net tangible assets acquired 3,177,830 Intangible assets 1,012,392 Goodwill 2,206,609 Total consideration $ 6,396,831 The Company recorded acquired intangible assets of $1,012,392. These intangible assets consist of software, technology and a tradename. The associated goodwill and intangible assets are not deductible for tax purposes. The estimated fair value of the non-controlling interest was determined based on the preliminary purchase price allocation report prepared by an independent third-party appraiser by using the discounted cash flow model. The amounts of revenue and earnings of Jiuxiang included in the Company’s condensed consolidated statement of operations and comprehensive income (loss) from the acquisition date to September 30, 2020 are as follows: From (Unaudited) Revenue $ 1,098,339 Net (Loss) (2,178,712 ) The following table presents the Company’s unaudited pro forma results for the six months ended September 30, 2020 and 2019, respectively, as if the RET, DL, Jiuxiang Medical Acquisition had occurred on April 1, 2019. The unaudited pro forma financial information presented includes the effects of adjustments related to the amortization of acquired intangible assets, and Statutory rates were used to calculate income taxes. For the Six Months Ended September 30, September 30, 2020 2019 (Unaudited) (Unaudited) Pro forma revenue $ 50,928,430 $ 24,290,654 Pro forma net income (loss) (11,171,401 ) (3,257,360 ) Pro forma earnings per common share-basic and diluted (.40 ) (0.15 ) Weighted average shares-basic and diluted 28,098,937 21,894,114 |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | 6. Accounts Receivable A summary of accounts receivable, net is as follows: September 30, March 31, 2020 2020 (Unaudited) Customer purchases $ 3,862,165 $ 3,975,414 Credit card receivables 218,819 143,851 Food stamps 28,667 26,407 Others 181,683 2,518 Total accounts receivable 4,291,334 4,148,190 Allowance for doubtful accounts (844,557 ) (742,849 ) Accounts receivable, net $ 3,446,777 $ 3,405,341 |
Inventories
Inventories | 6 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. Inventories A summary of inventories, net is as follows: September 30, March 31, 2020 2020 (Unaudited) Inventories in US entities Non-perishables $ 8,150,252 $ 5,396,152 Perishables 1,068,743 820,761 Subtotal 9,218,995 6,216,913 Inventories in Chinese entities Raw material 1,206,867 - Work-in-process 499,717 - Finished goods 1,292,113 - Subtotal 2,998,897 - 12,217,892 6,216,913 Allowance for slow moving or defective inventories (45,018 ) (31,811 ) Inventories, net $ 12,172,874 $ 6,185,102 |
Advances and Receivables - Rela
Advances and Receivables - Related Parties | 6 Months Ended |
Sep. 30, 2020 | |
Advances And Receivables Related Parties [Abstract] | |
Advances and receivables - related parties | 8. Advances and receivables - related parties A summary of advances and receivables - related parties is as follows: September 30, March 31, (Unaudited) Entities New York Mart, Inc. $ 2,092 $ 2,092 New York Mart Elmhurst Inc. 777,671 - NY Mart MD Inc. 1,221,803 363,296 Advances – related parties 2,001,566 365,388 New York Mart, Inc. 605,264 605,265 New York Mart Elmhurst Inc. 53,390 - NY Mart MD Inc. 3,660,458 3,841,237 iFresh Harwin Inc. 248,481 248,480 Receivables – related parties 4,567,593 4,694,982 Total advances and receivables – related parties $ 6,569,159 $ 5,060,370 The Company has advanced funds to related parties and accounts receivable due from the related parties with the intention of converting some of these advances and receivables into deposits towards the purchase price upon planned acquisitions of some of these entities, which are directly or indirectly owned, in whole or in part, by Mr. Long Deng, a shareholder and the Chief Executive Officer of the Company. Accounts receivable due from related parties relate to the sales to these related parties (see Note 17). The advances and receivables are interest free, repayable on demand, and guaranteed by Mr. Long Deng. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 9. Property and Equipment September 30, March 31, 2020 2020 (Unaudited) Buildings and properties $ 4,459,609 $ - Furniture, fixtures and equipment 23,381,985 21,023,715 Automobiles 2,097,292 1,997,925 Leasehold improvements 9,681,916 9,442,401 Software 11,435 6,735 Total property and equipment 39,632,237 32,470,776 Accumulated depreciation and amortization (15,728,339 ) (12,701,624 ) Property and equipment, net $ 23,903,898 $ 19,769,152 In connection with the Business Acquisitions as disclosed in Note 5 above, the Company acquired approximately $4.5 million buildings and properties, of which the depreciation period is 15 years Depreciation expense for the six months ended September 30, 2020 and 2019 was $1,265,178 and $1,093,572, respectively. Depreciation expense for the three months ended September 30, 2020 and 2019 was $691,306 and $531,928, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 10. Intangible Assets September 30, March 31, 2020 2020 (Unaudited) Acquired leasehold rights $ 2,500,000 $ 2,500,000 Business license 208,756 - Land use right 2,806,632 - Tradename 794,867 - Technology 217,719 - Backlog 518,362 - Total Intangible assets 7,046,336 2,500,000 Accumulated amortization (1,933,346 ) (1,599,995 ) Intangible assets, net $ 5,112,990 $ 900,005 In connection with the Business Acquisition as disclosed in Note 5, the Company acquired $4,546,336 of intangible assets. Business license, land use right tradename, technology and backlog has an estimated weighted-average amortization period of approximately 15 years, 46 years, 10 years, 5 years and 1 year, respectively. Amortization expense was $424,601 and $249,166 for the six months ended September 30, 2020 and 2019, respectively. Amortization expense was $287,968 and $33,333 for the three months ended September 30, 2020 and 2019, respectively. Future amortization associated with the net carrying amount of definite-lived intangible assets is as follows: Year Ending September 30, 2021 $ 767,988 2022 234,763 2023 234,763 2024 234,763 2025 234,763 Thereafter 3,405,950 Total $ 5,112,990 |
Debt
Debt | 6 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt A summary of the Company’s debt is as follows: September 30, March 31, 2020 2020 (Unaudited) PPP loans from government $ 1,768,212 $ - Revolving Line of Credit-KeyBank National Association - in default 4,950,000 4,950,000 Delayed Term Loan-KeyBank National Association - in default 4,102,483 4,102,483 Term Loan-KeyBank National Association - in default 11,408,189 11,408,189 Less: Deferred financing cost (228,125 ) (319,375 ) Total $ 22,000,759 $ 20,141,297 PPP Loans from government In April and May 2020, the Company applied for and received funding for a loan of $1,768,212 provided by US Small Business Administration (“SBA”) Paycheck Protection Program, which is part of the Coronavirus Aid, Relief, and Economic Security Act (“CARES”), enacted on March 27, 2020. Under the terms of the SBA PPP loan, up to 100% of the principal and accrued interest may be forgiven if certain criteria are met and the loan proceeds are used for qualifying expenses such as payroll costs, benefits, rent, and utilities as described in the CARES Act. These loans have an interest rate of 1% with a maturity of 2 years. KeyBank National Association (“KeyBank”) – Senior Secured Credit Facilities On December 23, 2016, NYM Holding, as borrower, entered into a $25 million senior secured Credit Agreement (the “Credit Agreement”) with KeyBank National Association (“KeyBank” or “Lender”). The Credit Agreement provides for (1) a revolving credit of $5,000,000 for making advance and issuance of letter of credit, (2) $15,000,000 of effective date term loan and (3) $5,000,000 of delayed draw term loan. The interest rate is equal to (1) the Lender’s “prime rate” plus 0.95%, or (b) the Adjusted LIBOR rate plus 1.95%. Both the termination date of the revolving credit and the maturity date of the term loans are December 23, 2021. The Company will pay a commitment fee equal to 0.25% of the undrawn amount of the Revolving Credit Facility and 0.25% of the unused Delayed Draw Term Loan Facility. $4,950,000 of the revolving credit was used as of September 30, 2020. $15,000,000 of the term loan was fully funded by the lender in January 2017. The Company is required to make fifty-nine consecutive monthly payments of principal and interest in the amount of $142,842 starting from February 1, 2017 and a final payment of the then entire unpaid principal balance of the term loan, plus accrued interest on the maturity date. On December 23, 2016, the Company used the proceeds from the loan term to pay off the outstanding balance under the Bank of America credit line agreement and HSBC line of credit. The Delayed Draw Term Loan shall be advanced on the Delayed Draw Funding date, which is no later than December 23, 2021. The senior secured credit facility is secured by all assets of the Company and is jointly guaranteed by the Company and its subsidiaries and contains financial and restrictive covenants. The financial covenants require NYM Holding Inc and its subsidiaries to deliver audited consolidated financial statements within one hundred twenty days after each fiscal year end and to maintain a fixed charge coverage ratio not less than 1.1 to 1.0 and senior funded debt to earnings before interest, tax, depreciation and amortization (“EBITDA”) ratio less than 3.0 to 1.0 at the last day of each fiscal quarter, beginning with the fiscal quarter ending March 31, 2017. As of September 30, 2020 and March 31, 2020, these ratios were not met, and the Company was therefore not in compliance with the financial covenants of the KeyBank loan. Except as stated below, the senior secured credit facility is subject to customary events of default. It will be an event of default if Mr. Long Deng resigns, is terminated, or is no longer actively involved in the management of NYM and a replacement reasonably satisfactory to the Lender is not made within sixty (60) days after such event takes place. The Company violated the loan covenant when Mr. Long Deng, CEO and shareholder of the Company sold an aggregate of 8,294,989 restricted shares to HK Xu Ding Co., Limited on January 23, 2019, representing 51% of the total issued and outstanding shares of the Company as of December 31, 2018. The Company failed to obtain a written consent for the occurrence of the change of ownership. As a result, effective as of March 1, 2019, interest was accrued on all loans at the default rate and the monthly principal and interest payment due under the effective date term loan will be $155,872 instead of $142,842. On May 20, 2019 (the “Effective Date”), the Company entered into a forbearance agreement (the “Forbearance Agreement”) with KeyBank, pursuant to which KeyBank has agreed to delay the exercise of its rights and remedies under the Loan agreement based on the existence of the event of the share transfer default for 6 months. The Forbearance Agreement contains customary forbearance covenants and defined certain events of defaults. Starting from May, 2019, the monthly payment decreased to $142,842 as originally required per the credit facility agreements. The Company failed to meet its obligations under the Loan Agreements by the end of the First Forbearance Period. On October 17, 2019 (the “Effective Date”), the Company, Go Fresh 365, Inc. (“Go Fresh”), Mr. Long Deng and Keybank entered into the second forbearance agreement (the “Second Forbearance Agreement”). Pursuant to certain Guaranty Agreement dated as of December 26, 2016, as amended by several joinder agreements and the Second Forbearance Agreement, the Company, certain subsidiaries of NYM Holding, Go Fresh and Mr. Long Deng (collectively, the “Guarantors”, and together with the Borrower, the “Loan Parties”) have agreed to guarantee the payment and performance of the obligations of the Borrower under the Credit Agreement (“Obligations”). KeyBank has agreed to delay the exercise of its rights and remedies under the Loan Agreement based on the existence of certain events of default (the “Specified Events of Default”) until the earlier to occur of: (a) 5:00 p.m. Eastern Time on the November 29, 2019; and (b) a Forbearance Event of Default. From Jan to September 2020, non-payment of the amount due by the Company was $1,866,292. Also, the Company has failed certain loan covenants. On August 6, 2020 the Company received the 3 rd ● All delinquent regular interest paid at or before settlement. ● August and September required payments will be regular interest amounts. ● Default interest will be deferred until 9/25/2020 ● Store valuations will be ordered by the lender. ● Continue to provide weekly cash flow reports. ● Provide quarterly financial statements of NYM Holding and subsidiaries, iFresh and newly acquired businesses. ● Monthly financial projections. ● Cost/work detail on the completion of the CT store. ● Pledge of the equity and guarantee of newly acquired businesses. ● File a UCC-1 financing statement for iFresh Inc. If agreement cannot be reached, KeyBank is fully prepared to pursue legal remedies. As of the date of this report, the Forbearance Agreement is still under negotiation. |
Notes Payable
Notes Payable | 6 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
Notes Payable | 12. Notes Payable Notes payables consist of the following: September 30, March 31, 2020 2020 (Unaudited) Triangle Auto Center, Inc. Secured by vehicle, 4.02%, principal and interest of $890 due monthly through January 28, 2021 $ 3,528 $ 8,730 Koeppel Nissan, Inc. Secured by vehicle, 7.86%, principal and interest of $758 due monthly through June 1, 2022 14,821 18,707 Silver Star Motors Secured by vehicle, 4.22%, principal and interest of $916 due monthly through June 1, 2021 8,098 13,357 BMO Secured by vehicle, 5.99%, principal and interest of $1,924 due monthly through July 1, 2021 18,727 29,532 Wells Fargo Secured by vehicle, 4.01%, principal and interest of $420 due monthly through December 1, 2021 6,132 8,500 Toyota Finance Secured by vehicle, 0%, principal and interest of $632 due monthly through August, 2022 14,545 18,340 Secured by vehicle, 4.87%, principal and interest of $761 due monthly through July, 2021 12,648 11,633 Secured by vehicle, 0%, principal and interest of $633 due monthly through April 1, 2022 7,307 15,810 Total notes payable 85,806 124,609 Less: current maturities of notes payable (65,936 ) (77,903 ) Long-term notes payable, net of current maturities $ 19,870 $ 46,706 All notes payables are secured by the underlying financed vehicles. Maturities of the notes payable for each of the next five years are as follows: Year Ending September 30, 2021 $ 65,936 2022 19,239 2023 631 Total $ 85,806 |
Leases
Leases | 6 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | 13. Leases The Company’s material leases consist of stores, warehouses, parking lots and its offices with expiration dates through 2027. In general, the leases have remaining terms of 1-20 years, most of which include options to extend the leases. The lease term is generally the minimum non-cancellable period of the lease. The Company does not include option periods unless the Company determines that it is reasonably certain of exercising the option at inception or when a triggering event occurs. Balance sheet information related to the Company’s operating and finance leases (noting the financial statement caption each is included with) as of September 30, 2020 was as follows: As of September 30, (Unaudited) Operating Lease Assets: Operating Lease $ 58,853,946 Total operating lease assets $ 58,853,946 Operating lease obligations: Current operating lease liabilities 7,558,410 Non-current operating lease liabilities 59,727,918 Total Lease liabilities $ 67,286,328 Weighted Average Remaining Lease Term Operating Lease 15.46 years Weighted Average discount rate 4.3 % September 30, March 31, 2020 2020 (Unaudited) Finance lease Assets Vehicles under finance lease $ 874,698 $ 874,698 Accumulated depreciation (249,549 ) (219,679 ) Finance lease assets, net $ 625,149 $ 655,019 September 30, March 31, 2020 2020 (Unaudited) Finance lease obligations: Current $ 131,422 $ 137,243 Long-term 213,973 277,350 Total obligations $ 345,395 $ 414,593 Weighted Average Remaining Lease Term Operating Lease 2.43 years Weighted Average discount rate 7.1 % Supplemental cash flow information related to leases was as follows: As of September 30, 2020 (Unaudited) Cash paid for amounts included in the measurement of lease liabilities: Operating Lease $ 2,234,477 Finance lease $ 69,198 The estimated future lease payments under the operating and finance leases are as follows: Capital Operating, Twelve Months Ending September 30, Lease lease 2021 $ 157,405 $ 8,497,562 2022 146,831 8,503,755 2023 83,351 8,719,744 2024 1,115 8,479,545 2025 - 7,491,973 Thereafter - 44,290,460 Total minimum lease payments 388,702 85,983,039 Less: Amount representing interest (43,307 ) (20,527,826 ) Total $ 345,395 $ 65,455,213 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14. Segment Reporting ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the CODM, reviews operating results by the revenue of different products or services. Based on management’s assessment, the Company has determined that it has four operating segments as defined by ASC 280, consisting of wholesale, retail, liquor business and medical product business for the Six months ended September 30, 2020. For the Six months ended September 30, 2019, the Company determined it has two operation segments consisting of wholesale and retail. The primary financial measures used by the Company to evaluate performance of individual operating segments are sales and income before income tax provision. The following table presents summary information by segment for the Six months ended September 30, respectively: Six Months Ended US Liquor Mask Daily wholesale US retail Products Products Necessities Total Net sales $ 8,595,216 $ 35,195,149 $ 269,781 $ 596,927 $ 1,098,339 $ 45,755,412 Cost of sales (including retail occupancy cost) 5,578,163 27,875,207 128,422 483,401 851,058 34,916,251 Gross profit $ 3,017,053 $ 7,319,942 $ 141,359 $ 113,526 $ 247,281 $ 10,839,161 Interest expense, net $ 2,225 $ 820,436 $ - $ - $ - $ 822,661 Depreciation and amortization $ 98,874 $ 1,138,489 $ 141,960 $ 306,940 $ 3,517 $ 1,689,780 Segment income (loss) before income tax provision $ 463,295 $ 1,990,129 $ (202,903 ) $ (257,035 ) $ (2,178,712 ) $ (185,226 ) Segment assets $ 17,252,315 $ 88,922,738 $ 11,006,185 $ 3,525,773 $ 10,141,382 $ 130,848,393 Capital expenditures $ - $ 328,508 $ 7,763 $ 519,614 $ (2,531 ) $ 853,354 Six Months Ended (Unaudited) Wholesale Retail Total Net sales $ 8,423,151 $ 37,266,133 $ 45,689,284 Cost of sales 6,045,159 26,592,399 32,637,558 Retail occupancy costs - 3,506,909 3,506,909 Gross profit $ 2,377,992 $ 7,166,825 $ 9,544,817 Interest expense, net $ (5,227 ) $ (953,993 ) $ (959,220 ) Depreciation and amortization $ 384,578 $ 4,953,056 $ 5,337,634 Segment income (loss) before income tax provision $ 687,519 $ (4,878,874 ) $ (4,191,355 ) Segment assets $ 15,351,959 $ 89,435,740 $ 104,787,699 Capital expenditures $ - $ 780,519 $ 780,519 The following table presents summary information by segment for the three months ended September 30, respectively: Three Months Ended US Liquor Mask Daily wholesale US retail Products products Necessities Total Net sales $ 4,367,905 $ 18,105,597 $ 77,032 $ 572,624 $ 1,098,339 $ 24,221,497 Cost of sales (including retail occupancy cost) 2,816,298 15,229,652 57,868 471,118 851,058 19,425,994 Gross profit $ 1,551,607 $ 2,875,945 $ 19,164 $ 101,506 $ 247,281 $ 4,795,503 Interest expense, net $ 1,315 $ 460,120 $ - $ - $ - $ 461,435 Depreciation and amortization $ 48,561 $ 657,885 $ 63,529 $ 205,783 $ - $ 975,758 Capital expenditures $ - $ - $ - $ - $ - $ - Segment income (loss) before income tax provision $ 109,881 $ (1,409,137 ) $ (153,815 ) $ (150,913 ) $ (2,178,712 ) $ (3,782,696 ) Segment assets $ 2,167,784 $ (2,905,334 ) $ 148,715 $ (52,980 ) $ - $ (641,815 ) Three Months Ended Wholesale Retail Total Net sales $ 3,891,046 $ 17,970,456 $ 21,861,502 Cost of sales 2,851,504 12,687,386 15,538,890 Retail occupancy costs - 1,576,290 1,576,290 Gross profit $ 1,039,542 $ 3,706,780 $ 4,746,322 Interest expense, net $ (2,187 ) $ (347,288 ) $ (349,475 ) Depreciation and amortization $ 57,735 $ 2,360,412 $ 2,418,147 Capital expenditures $ - $ 301,123 $ 301,123 Segment income (loss) before income tax provision $ 321,668 $ (1,046,961 ) $ (725,293 ) Segment assets $ 15,351,959 $ 89,435,740 $ 104,787,699 |
Shareholder's Equity
Shareholder's Equity | 6 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity | 15. Shareholder’s Equity On October 19, 2018, the Company and certain institutional investors entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to such investors an aggregate of 1,275,000 shares of common stock (the “Common Stock”) in a registered direct offering and warrants to purchase up to approximately 1,170,000 shares of the Company’s Common Stock in a concurrent private placement, for gross proceeds of approximately $2.55 million (the “Financing”). The warrants were exercisable immediately following the date of issuance and have an exercise price of $2.25. The warrants will expire 5 years from the earlier of the date on which the shares of Common Stock issuable upon exercise of the warrants may be sold pursuant to an effective registration statement or may be exercised on a cashless basis and be immediately sold pursuant to Rule 144. The purchase price for each share of Common Stock and the corresponding warrant was $2.00. Each warrant is subject to anti-dilution provisions that require adjustment of the number of shares of Common Stock that may be acquired upon exercise of the warrant, or to the exercise price of such shares, or both, to reflect stock dividends and splits, subsequent rights offerings, pro-rata distributions, and certain fundamental transactions. Management determined that these warrants are equity instruments because the warrants are both a) indexed to its own stock; and b) classified in stockholders’ equity. The warrants were recorded at their fair value on the date of grant as a component of stockholders’ equity. On June 5, 2019, the Company agreed to issue to the Holders an aggregate of 1,170,000 shares (“Exchange Shares”) of the Company’s common stock, par value $0.0001 per share and warrant to purchase an aggregate of 1,170,000 shares of Common Stock (the “Exchange Warrants”) as the negotiated purchase price for the Existing Warrants based on the Black Scholes Value as a result of a certain transaction which was deemed as a Fundamental Transaction as defined in the purchase agreement. On March 23, 2020, 585,000 warrants were cashless exercised by the issuance of 287,049 shares of common stock. On December 11, 2019, iFresh Inc. (the “Company”) entered into an agreement (the “Conversion Agreement”) between Mr. Deng and the Company, pursuant to which the Mr. Deng agreed to convert debt owed to him by the Company into 1,000 preferred shares of the Company. Upon receiving stockholder approval for the conversion, the 1,000 shares of preferred stock will automatically convert into shares of the Company’s common stock. On January 13, 2020, the Company filed a Certificate of Designation creating the class of Preferred Stock required by the Conversion Agreement, and $3,500,000 of capital Mr. Deng contributed to the Company were converted into 1,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”). The Preferred Stock has no voting rights, no dividend, no redemption right and will convert automatically into 9,210,526 shares of the Company’s common stock once the conversion is approved by the Company’s stockholders. In the event of the liquidation of the Company, the Preferred Stock has a liquidation preference equal to $3,500,000 over the Company’s common stock. On March 25, 2020, the Company entered into an agreement (the “Purchase Agreement”) with two third party individuals, Dengrong Zhou and Qiang Ou (the “Investors”), pursuant to which the Investors agreed to purchase 1,783,167 shares of the Company’s common stock in exchange for $2,500,000. Subsequently on April 9, 2020, these shares were issued and the transaction was closed. In April 2020, the Company issued 3,852,372 shares of the Company’s common stock and 1,000 shares of the Company’s series B convertible preferred stock, which will be converted to 3,834,796 shares of the Company’s common stock to acquire RET and DL Medical. Upon approval by the purchaser’s shareholders, the preferred stock will be converted to common stock. The Series B Preferred will rank on parity with the Series A Convertible Preferred Stock of the Company. See Note 5 for the details of the transactions. In August 2020, the Company issued 5,036,298 shares of the Company’s common stock and 1,000 shares of the Company’s series C convertible preferred stock, which will convert automatically into 1,916,781 shares of the Company’s common stock once the conversion is approved by the Company’s stockholders. |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled. iFresh is a Delaware holding company that is subject to U.S. income tax. NYM is taxed as a corporation for income tax purposes and as a result of the “Contribution Agreement” entered into on December 31, 2014 NYM has elected to file a consolidated federal income tax return with its eleven subsidiaries. NYM and the shareholders of the eleven entities, as parties to the Contribution Agreement, entered into a tax-free transaction under Section 351 of the Internal Revenue Code of 1986 whereby the eleven entities became wholly owned subsidiaries of the Company. As a result of the tax-free transaction and the creation of a consolidated group, the subsidiaries are required to adopt the tax year-end of its parent, NYM. NYM was incorporated on December 30, 2014 and has adopted a tax-year end of March 31. RET, DL Medical and Jiuxiang are incorporated in the PRC and subject to PRC income tax which is computed according to the relevant laws and regulations in the PRC. Under the Corporate Income Tax Law of PRC, the current corporate income tax rate of 25% is applicable to all companies, including both domestic and foreign-invested companies. Certain of the subsidiaries have incurred net operating losses (“NOL”) in tax years ending prior to the Contribution Agreement. The U.S. net operating losses are subject to the Separate Return Limitation Year (“SRLY”) rules which limit the utilization of the losses to the subsidiaries who generated the losses. The SRLY losses are not available to offset taxable income generated by members of the consolidated group. Based upon management’s assessment of all available evidence, the Company believes that it is more-likely-than-not that the deferred tax assets, primarily for certain of the subsidiaries SRLY NOL carry-forwards will not be realizable; and therefore, a full valuation allowance is established for SRLY NOL carry-forwards. Pursuant to The Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act, NOLs from the 2018, 2019, and 2020 tax years can be carried back to the previous five tax years (beginning with the earliest year first) and suspends the 80% of taxable income limitation through the 2020 tax year. The NOL carry-backs can result in an immediate refund of taxes paid in prior years. The valuation allowance for deferred tax assets was $6,429,264 and $7,643,963 as of September 30, 2020 and March 31, 2020, respectively. The Company has approximately $26,740,000 and $30,497,000 of US NOL carry forward of which approximately $3,270,000 and $3,136,000 are SRLY NOL as of September 30, 2020 and March 31, 2020, respectively. The Company also has $7,264,76 NOL from its Chinese entities, which was fully reserved with a valuation allowance. For income tax purposes, those NOLs will expire in the year 2033 through 2037. NOLs from Chinese entities will expire through the year 2025. Income Tax Provision (Benefit) The (benefit) provision for income taxes consists of the following components: For the Six months Ended September 30, 2020 2019 (Unaudited) (Unaudited) Current: Federal $ - $ - State - - - - Deferred: Federal (441,133 ) 47,620 State (148,617 ) 15,873 (589,750 ) 63,493 Total $ (589,750 ) $ 63,493 For Three Months ended 2020 2019 (Unaudited) (Unaudited) Current: Federal $ - $ - State - - - - Deferred: Federal (441,133 ) 121,073 State (148,617 ) 40,357 (589,750 ) 161,430 Total $ (589,750 ) $ 161,430 Tax Rate Reconciliation Following is a reconciliation of the Company’s effective income tax rate to the United State federal statutory tax rate: For the Six Months Ended 2020 2019 (Unaudited) (Unaudited) Expected tax at U.S. statutory income tax rate 21 % 21 % State and local income taxes, net of federal income tax effect 7 % 7 % Other non-deductible fees and expenses - % (2.91 )% Changes in deferred tax allowance (31.2 )% (26.59 )% Effective tax rate (3.2 )% (1.5 )% Deferred Taxes The effect of temporary differences included in the deferred tax accounts in the two tax jurisdiction in US and China are as follows: September 30, March 31, 2020 2020 (Unaudited) Deferred tax assets/ (liabilities) in US Deferred expenses $ 253,867 $ 164,434 Sec 263A Inventory Cap 158,659 38,207 Deferred rent/lease obligation 2,182,776 2,215,294 Depreciation and amortization (3,395,021 ) (3,008,058 ) Net operating losses 4,590,335 8,877,202 Valuation allowance (3,790,616 ) (7,643,963 ) Net deferred tax assets (liabilities) in US $ - $ 643,116 September 30, March 31, 2020 2020 (Unaudited) Property and equipment $ (244,973 ) $ - Intangible assets $ (838,766 ) $ - Deferred tax assets (liabilities in China) $ 2,638,648 $ - Valuation allowance $ (2,638,648 ) $ - Net deferred tax asset /(liabilities ) in China $ (1,083,739 ) $ - |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 17. Related-Party Transactions Management Fees, Advertising Fees and Sale of Non-Perishable and Perishable Products to Related Parties The following is a detailed breakdown of significant management fees, advertising fees and sale of products for the six months ended September 30, 2020 and 2019 to related parties, which are directly or indirectly owned, in whole or in part, by Mr. Long Deng, a shareholder, and not eliminated in the consolidated financial statements. In addition, the outstanding receivables due from these related parties as of September 30, 2020 and March 31, 2020 were included in advances and receivables – related parties (see Note 8). For the Six Months Ended September 30, 2020 (Unaudited) Non- Perishable Management Advertising & Perishable Related Parties Fees Fees Sales Tampa Seafood $ 2,000 $ - $ 105 NY Mart MD Inc. 28,750 1,700 333,884 NYM Elmhurst Inc. 6000 - 208,515 Spring Farm Inc. 2,750 - 733 $ 39,500 $ 1,700 $ 543,237 For the Six Months Ended September 30, 2019 (Unaudited) Non- Perishable Management Advertising & Perishable Related Parties Fees Fees Sales Dragon Seeds Inc. $ 2,800 $ - $ - NY Mart MD Inc. 44,300 6,320 640,914 NYM Elmhurst Inc. 47,158 3,290 485,698 Spring Farm Inc. 5,300 - 58,134 Pine Court Chinese Bistro - - 46,043 $ 99,558 $ 9,610 $ 1,230,789 For the Three Months Ended September 30, 2020 (Unaudited) Non- Perishable Management Advertising & Perishable Related Parties Fees Fees Sales Tampa Seafood $ - $ - $ 105 NY Mart MD Inc. 12,000 1,700 166,881 NYM Elmhurst Inc. - - 110,197 Spring Farm Inc. - - 440 $ 12,000 $ 1,700 $ 277,623 For the Three months ended September 30, 2019 (Unaudited) Non- Perishable Management Advertising & Perishable Related Parties Fees Fees Sales Dragon Seeds Inc. 1,150 - - NY Mart MD Inc. 15,000 2,640 185,537 NYM Elmhurst Inc. 22,546 1,080 206,694 Spring Farm Inc. 2,000 - 58,134 Pine Court Chinese Bistro - - 37,317 $ 40,696 $ 3,720 $ 487,682 Long-Term Operating Lease Agreement with a Related Party The Company leases warehouse and stores from related parties that are owned by Mr. Long Deng, a shareholder and the CEO of the Company, and will expire on April 30, 2026. Rent incurred to the related party was $488,446.08 and $403,661 for the six months ended on September 30, 2020 and 2019, respectively. Rent incurred to the related party was $246,616 and $111,201 for the three months ended on September 30, 2020 and 2019, respectively. |
Litigation
Litigation | 6 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | 18. Litigation The Company is involved with claims and litigation matters arising in the ordinary course of business and uses various methods to resolve these matters in a manner that the Company believes best serves the interests of its stakeholders. These matters have not resulted in any material losses to date. Leo J. Motsis, as Trustee of the 140-148 East Berkeley Realty Trust v. Ming’s Supermarket, Inc. This case relates to a dispute between Ming’s Supermarket, Inc. (“Ming”), a subsidiary of the Company and the landlord of the building located at 140-148 East Berkeley Street, Boston, MA (the “Property”), under a long-term operating lease (“Lease”). Since February 2015, Ming was unable to use the property due to structural damage assessed by the Inspection Services Department of the City of Boston (“ISD”), and stopped paying the rent since April 2015 after the landlord refused to make the structural repairs. The landlord then sued Ming for breach of the Lease and unpaid rent, and Ming counterclaimed for constructive eviction and for damages resulting from the landlord’s breach of its duty to make the structural repairs under the Lease. The case was tried before a jury in August 2017. The jury awarded Ming judgment against the landlord in the amount of $795,000, plus continuing damages of $2,250 per month until the structural repairs are completed. The court found that the landlord’s actions violated the Massachusetts unfair and deceptive acts and practices statute and therefore doubled the amount of damages to $1,590,000 and further ruled that Ming should also recover costs and attorneys’ fees of approximately $250,000. The result is a judgment in favor of Ming and against the landlord that will total approximately $1.85 million. The judgment requires the landlord to repair the premises and obtain an occupancy permit. The landlord is responsible to Ming for damages in the amount of $2,250 per month until an occupancy permit is issued. The judgment also accrues interest at the rate of 12% per year until paid. The landlord filed an appeal, the appeal hearing was held on July 12, 2019 and the judge concluded that the landlord should be required both to perform the relevant obligations of the lease in the future and to pay damages caused by his previous failure to do so and for any period of delay in completing his specific performance. On November 5, 2019, the Appeals Court issued a full decision affirming the judgment was entered and transmitted a rescript of the affirmance of the judgment to the superior count. The final judgment was entered after rescript on May 7, 2020. On June 29, 2020, the landlord executed the final judgment and made the payment of $2,536,142 to Ming, which is included in other income. Hartford Fire Insurance Company v. New York Mart Group Inc. On November 28, 2018, a lawsuit was filed against New York Mart Group, Inc. by Hartford Fire Insurance Company (“Hartford”), who seeks contractual indemnification from the Company and other defendants relating to certain supersedeas bonds issued by Hartford in connection with the unsuccessful appeal of state court litigation by iFresh’s codefendant. Hartford alleges that iFresh guaranteed performance of the bonds and therefore seeks to enforce the indemnification terms thereof against iFresh in addition to the other defendants. On June 14, 2019, Hartford filed a motion for summary judgment against iFresh, arguing that Hartford is entitled to judgment as a matter of law. On July 29, 2019, the Court granted judgment against iFresh in a consented amount of $458,498 for the alleged loss. The Court is still having a hearing on Hartford’s entitlement to attorneys’ fees/costs. The Company has accrued $500,000 for the potential loss and expense associated with this case on December 31, 2018. Winking Group LLC v. New York Supermarket E. Broadway Inc. A subsidiary of the Company, New York Supermarket E. Broadway Inc., entered into a lease with Winking Group LLC for the Company’s store located at 75 East Broadway, NY, 10002. The landlord sued the Company for failing to pay rent and an additional fee of $450,867. The Company is currently negotiating an agreement with the landlord to settle the case. On November 21, 2019, the Company consented to a final judgement of possession in favor of Winking Group LLC in the amount of $400,000, with $50,867 being waived by the landlord. $400,000 was paid as of December 31, 2019. JD Produce Maspeth LLC v. iFresh, Inc. alt. On September 16, 2019, the JD Produce Maspeth (“plaintiff”) sued the Company seeking $178,953 for unpaid goods purchased by the Company. The legal process was just initiated and interrupted by the outbreak of COVID-19. The Company has recorded the purchase and payable on the financial statements in 2019. Don Rick Associates LLC. v. New York Mart Roosevelt Inc. One of the subsidiaries of the Company, New York Mart Roosevelt Inc., has failed to pay the rents on time. The landlord has sued the Company for nonpayment. On May 31, 2019, a motion for summary Judgement was filed for unpaid rent in the amount of $102,792 and $14,984 for attorney fees. These amounts have been fully accrued as of March 31, 2020. ICR, LLC v. iFresh, Inc. On February 15, 2018, ICR (the “Plaintiff”) filed a complaint seeking remedies for breach of contract. The court has scheduled a pretrial settlement conference on Thursday, November 19, 2020. SEC Subpoena On March 6, 2020, the Company announced that it has received a subpoena from the Securities and Exchange Commission (“SEC”) requesting certain information. The subpoena sought various documents and information regarding, among other things, the Company’s financial institution accounts, accounting practices, auditing practices, internal controls, payroll, and information furnished to auditors. Although the Company is not currently the subject of any enforcement proceedings, the investigation could lead to enforcement proceedings if SEC contends that the Company has not complied with securities laws. The Company is fully cooperating with the SEC’s request. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events KeyBank Loans From January to November 2020, the Company failed to make loan payments of $2,018,664. On August 6, 2020 the Company received the 3rd forbearance agreement from KeyBank. Please refer to Note 11 for key terms. It’s still in negotiations with KeyBank. On October 9, 2020, Keybank executed a “Deposit Account Control Agreement” remitting any funds on deposit in the Deposit Account to the Secured Party. According to the company deposit account, there is $674,000 in the listed accounts being reserved, and was withdrawn by Key Bank and applied to the interest and principal in arrears. Covid 19 Under the potential resurgence of Covid-19 in the winter of 2020, the Company may experience loss in sales in its retail locations. Since the stores are mainly located in New York and Florida, which are greatly impacted by the pandemic, related government departments such as DOH and CDC have directly given safety plans and guidelines to the Company. Regulations social distancing, controlling in-store customer traffic, and curfew orders have impacted the sales in stores significantly, and such impact will possibly continue. On the other side, the supply chain as well as the wholesale section are also expecting potential challenges caused by Covid-19. The Company’s online sales may increase due to customers ordering grocery delivery instead of shopping in stores. Sales slightly increased (3%) in Oct 2020, compared to sales in Oct 2019. Nasdaq Stock Market Notice On October 5, 2020, we received a letter from Nasdaq, which stated that we were not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires an issuer to maintain a minimum closing bid price of $1.00 per share (the “Minimum Bid Price Rule”). In accordance with the Nasdaq Listing Rules, we were provided with a 180-day grace period to regain compliance with the Minimum Bid Price Rule, through April 5, 2021. The notice has no immediate impact on the listing or trading of our securities on Nasdaq. We intend to monitor the closing bid price of our common stock and consider available options to regain compliance with the Minimum Bid Price Rule. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Policies Significant Accounting Estimates | Significant Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s critical accounting estimates include, but are not limited to: allowance for estimated uncollectible receivables, inventory valuations, lease assumptions, impairment of long-lived assets, impairment of intangible assets, and income taxes. Actual results could differ from those estimates. |
Accounts Receivable | Accounts Receivable Accounts receivable consist primarily of uncollected amounts from customer purchases (primarily from the Company’s two distribution operations), credit card receivables, and food stamp vouchers, and are presented net of an allowance for estimated uncollectible amounts. The Company periodically assesses its accounts receivable for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. Once collection efforts have been exhausted, the account receivable is written off against the allowance. |
Inventories | Inventories Inventories in our supermarket consist of merchandise purchased for resale, which are stated at the lower of cost or net realizable value. The cost method is used for wholesale and retail perishable inventories by assigning costs to each of these items based on a first-in, first-out (FIFO) basis (net of vendor discounts). Inventories in our hot food, liquor and mask businesses consist of raw materials, work in progress and finished products. Cost includes the cost of raw materials, freight in, direct labor and related production overhead. The cost of these inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventory is recognized as a provision for diminution in the value of inventories. Net realizable value is the estimated at the selling price in the normal course of business less any costs to complete and sell products. Allowances for obsolescence are also assessed based on expiration dates, as applicable, taking into consideration historical and expected future product sales. |
Leases | Leases On April 1, 2019 the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02. For all leases that were entered into prior to the effective date of ASC 842, we elected to apply the package of practical expedients. Based on this guidance we did not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The adoption of Topic 842 resulted in the recognition of $65.6 million of operating lease assets and $72.3 operating lease liabilities on the consolidated balance sheet as of April 1, 2019 (See Note 13 for additional information). The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of obligations under capital leases, and obligations under capital leases, non-current on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. |
Fair Value Measurements | Fair Value Measurements The Company records its financial assets and liabilities in accordance with the framework for measuring fair value in accordance with U.S GAAP. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Fair value measurements of nonfinancial assets and non-financial liabilities are primarily used in the impairment analysis of intangible assets and long-lived assets. Cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, advances to related parties, accounts payable, deferred revenue and accrued expenses approximate fair value because of the short maturity of those instruments. Based on comparable open market transactions, the fair value of the lines of credit, PPP loans and other liabilities, including current maturities, approximated their carrying value as of September 30, 2020 and March 31, 2020, respectively due to their short term nature. The Company’s estimates of the fair value of the line of credit and other liabilities (including current maturities) were classified as Level 2 in the fair value hierarchy. |
Paycheck Protection Program Loans (PPP) Loans | Paycheck Protection Program Loans (PPP) Loans The Company’s policy is to account for the PPP loan (See Note 11) as debt. The Company will continue to record the loan as debt until either (1) the loan is partially or entirely forgiven and the Company has been legally released, at which point the amount forgiven will be recorded as income or (2) the Company pays off the loan. |
Revenue Recognition | Revenue Recognition In accordance with FASB ASU- Topic 606 revenue is recognized at the time the sale is made, at which time our walk-in customers take immediate possession of the merchandise or delivery is made to our wholesale customers. Payment terms are established for our wholesale customers based on the Company’s pre-established credit requirements. Payment terms vary depending on the customer. Based on the nature of receivables, no significant financing components exist. Sales are recorded net of discounts, sales incentives and rebates, sales taxes and estimated returns and allowances. We estimate the reduction to sales and cost of sales for returns based on current sales levels and our historical return experience. Topic 606 defines a performance obligation as a promise in a contract to transfer a distinct good or service to the customer and is considered the unit of account. The majority of our contracts have one single performance obligation as the promise to transfer the individual goods is not separately identifiable from other promises in the contracts and is, therefore, not distinct. We had no material contract assets, contract liabilities, or costs to obtain and fulfil contracts recorded on the Consolidated Balance Sheet as of September 30, 2020 and March 31, 2020. For the Six months ended September 30, 2020 and 2019, revenue recognized from performance obligations related to prior periods was insignificant. Revenue expected to be recognized in any future periods related to remaining performance obligations is insignificant. Below is a description of the revenue recognition of the three China subsidiaries: DL Medical: The revenue is mainly from the sales of medical protective masks and non-medical daily protective masks. For sales in China, revenues are recognized when invoice is sent and payment is received. There is no sales discount on the sales amount as of September 30, 2020. For sales to the U.S., after the order is confirmed, the company will ship out the goods. Revenue is recognized after the goods arrive at the designated port, usually New York or Los Angeles. RET Wine Co.: The revenue is mainly from the sales of wine and herbal wine. Revenues are recognized after invoicing. There is no sales discount on the sales amount. Jiuxiang The revenue is mainly direct from the sale of the company's inventory, including daily necessities, tobacco and alcohol, and all revenue is recognized at the sales price. At the same time, in 2020, a part of the company's revenues comes from membership card sales, and this part will be recognized at the e-commerce membership card price. Specifically, the revenue can be recognized as described below: 1. Offline sales of regular products. When a client makes payment to the company, the company will record as advance payments. Revenues are confirmed and recorded after the company received confirmation from the client that the delivery of the goods was complete and correct. 2. Online sales of regular products. When the customer places the order and makes the payment, the company will record as advance payments. After the company ships out the goods, and passes the return period of seven days with no claim of returning the goods, revenues will be confirmed and recorded. 3. Online sales of membership cards (“Gift Bag”). After the customer purchases the Gift Bag, the company will record as advance payments. Revenues are confirmed after the customer redeems the goods. The following table summarizes disaggregated revenue from contracts with customers by geographical group: For the Six Months Ended September 30, September 30, 2020 2019 (Unaudited) (Unaudited) The United States $ 43,790,365 $ 45,689,284 China 1,965,047 - Total $ 45,755,412 $ 45,689,284 For Three Months Ended 2020 2019 (Unaudited) (Unaudited) The United States $ 22,473,502 $ 21,861,502 China 1,747,995 - Total $ 24,221,497 $ 21,861,502 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and Cash Equivalents include highly liquid investments with an original maturity of three months or less from the time of purchase. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions. These receivables typically settle in three days or less. |
Business Combinations | Business Combinations The Company accounts for its business combinations using the purchase method of accounting in accordance with FASB Accounting Standards Codification (“ASC”) ASC 805 (“ASC 805”), “Business Combinations”. The purchase method of accounting requires that the consideration transferred be allocated to the assets, including separately identifiable assets and liabilities the Company acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree, (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in earnings as a bargain purchase gain. The Company uses an independent valuations company to estimate the fair value of assets acquired and liabilities assumed in a business combination. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, its estimates are inherently uncertain and subject to refinement. Significant estimates in valuing certain intangible assets include, but are not limited to future expected revenues and cash flows, useful lives, discount rates, and selection of comparable companies. Although the Company believes the assumptions and estimates it has made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. On the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s consolidated statements of operations. |
Goodwill | Goodwill The Company early adopted ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The standard simplifies the subsequent measurement of goodwill by removing Step 2 of the current goodwill impairment test, which requires a hypothetical purchase price allocation. Under the new standard, an impairment loss will be recognized in the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company tests goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. The Company reviews the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carrying value may not be recoverable and annually for goodwill and indefinite lived intangible assets as required by ASC Topic 350, Intangibles — Goodwill and Others. This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative analysis. If the quantitative analysis indicates the carrying value of a reporting unit exceeds its fair value, the Company measures any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. |
Intangible Assets | Intangible Assets Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives. The Company determines the appropriate useful life of its intangible assets by measuring the expected cash flows of acquired assets. The estimated useful lives of intangible assets are as follows: Estimated useful lives (years) Business license 15 Land use right 46 Trademark 10 Backlog 1 Technology 5 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December. 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. On April 1, 2019, the Company adopted this ASU and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision- useful to users of the financial statements. This ASU is effective for annual and interim periods beginning after December 15, 2019 for issuers and December 15, 2020 for non-issuers. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. In May 2019, the FASB issued ASU 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief. This update adds optional transition relief for entities to elect the fair value option for certain financial assets previously measured at amortized cost basis to increase comparability of similar financial assets. The updates should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified retrospective approach). In November 19, 2019, the FASB issued ASU 2019-10 to amend the effective date for ASU 2016-13 to be fiscal years beginning after December 15, 2022 and interim periods therein. The Company does not believe this guidance will have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12 (“ASU 2019-12”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to managerial accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently assessing the impact of adopting this standard, and does not believe this guidance will have a material impact on its consolidated financial statements. No other new accounting pronouncements issued or effective had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements. |
Earnings (loss) per share | Earnings (loss) per share The Company reports earnings (loss) per share in accordance with U.S. GAAP, which requires presentation of basic and diluted earnings (loss) per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts, such as warrants, options, restricted stock based grants and convertible preferred stock, to issue common stock were exercised and converted into common stock. Common stock equivalents having an anti-dilutive effect on earnings per share are excluded from the calculation of diluted earnings per share. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. When the Company has a loss, no potential dilutive items are included since they would be antidilutive. Stock dividends or stock splits are accounted for retroactively as if the stock dividends or stock splits occur during the beginning of the earliest period presented and if the stock dividends or stock splits occur after the end of the period but before the release of the financial statements, by considering it effective as of the beginning of each period presented. |
Functional currency and foreign currency translation | Functional currency and foreign currency translation An entity’s functional currency is the currency of the primary economic environment in which it operates. Normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. The functional currency of the Company’s three China subsidiaries is the RMB. The reporting currency of these consolidated financial statements is in US Dollars. The financial statements of the China subsidiaries, which are prepared using the RMB, are translated into the Company’s reporting currency, the US Dollar. Assets and liabilities are translated using the exchange rate at each reporting period end date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income or loss. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. Foreign currency exchange gains and losses resulting from these transactions are included in operations. The exchange rates used for foreign currency translation are as follows: For the Three Months Ended September 30, September 30, March 31, (RMB to USD) (RMB to USD) (RMB to USD) Assets and liabilities period end exchange rate 6.81684 N/A N/A Revenue and expenses period average 7.00117 N/A N/A |
Concentration of credit risk | Concentration of credit risk The Company maintains cash balances in ten banks in China. In China, the insurance coverage of each bank is RMB500,000 (approximately USD$73,000). As of September 30, 2020, the Company had approximately RMB31,384,897 (approximately USD$4,604,000) in excess of the insurance amounts. The Company maintains cash balances in six financial institutions, which are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000 per institution. From time to time, the Company’s balances may exceed these limits. As of September 30,2020, the Company had approximately $1,240,000 in excess of the insurance amounts. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of disaggregated revenue from contracts with customers | For the Six Months Ended September 30, September 30, 2020 2019 (Unaudited) (Unaudited) The United States $ 43,790,365 $ 45,689,284 China 1,965,047 - Total $ 45,755,412 $ 45,689,284 For Three Months Ended 2020 2019 (Unaudited) (Unaudited) The United States $ 22,473,502 $ 21,861,502 China 1,747,995 - Total $ 24,221,497 $ 21,861,502 |
Schedule of intangible assets at cost | Estimated useful lives (years) Business license 15 Land use right 46 Trademark 10 Backlog 1 Technology 5 |
Schedule of exchange rates used for foreign currency translation | For the Three Months Ended September 30, September 30, March 31, (RMB to USD) (RMB to USD) (RMB to USD) Assets and liabilities period end exchange rate 6.81684 N/A N/A Revenue and expenses period average 7.00117 N/A N/A For the Six Months Ended March 31, 2020 2019 2020 Assets and liabilities period end exchange rate 6.81684 N/A N/A Revenue and expenses period average 6.92089 N/A N/A |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of estimated fair value of the assets acquired and liabilities assumed | Cash $ 371,310 Accounts receivable, net 84,260 Inventories, net 2,099,306 Advances to suppliers, net 76,476 Other current assets 910,435 Property and equipment, net 4,310,878 Total tangible assets acquired $ 7,852,665 Accounts payable $ 9,260 Advance from customers 386,119 Accrued expenses and other payables 703,060 Deferred tax liability 954,173 Total liability assumed 2,052,612 Net tangible assets acquired 5,800,053 Intangible assets 3,013,272 Goodwill 1,026,250 Total consideration $ 9,839,575 Cash $ 22,577 Inventories, net 28,975 Advances to suppliers, net 1,341,604 Property and equipment, net 69,780 Total tangible assets acquired $ 1,462,936 Advance from customers $ 703,321 Accrued expenses and other payables 59,880 Deferred tax liability 129,590 Total liability assumed 892,791 Net tangible assets acquired 570,145 Intangible assets 518,362 Goodwill 1,214,548 Net assets acquired 2,303,055 Noncontrolling interest 579,855 Total consideration $ 1,723,200 Cash $ 6,326,526 Inventories, net 609,180 Advances to suppliers, net 2,141,077 AR, net 51,842 Other Current Assets 219,827 Long term deferred expense 111,579 Property and equipment, net 14,752 Total tangible assets acquired $ 9,474,783 Advance from customers $ 6,027,177 Accrued expenses and other payables 269,776 Total liability assumed 6,296,953 Net tangible assets acquired 3,177,830 Intangible assets 1,012,392 Goodwill 2,206,609 Total consideration $ 6,396,831 |
Schedule of revenue and earnings | From (Unaudited) Revenue $ 269,781 Net (Loss) $ (176,412 ) From (Unaudited) Revenue $ 596,927 Net (Loss) $ (7,126 ) From (Unaudited) Revenue $ 1,098,339 Net (Loss) (2,178,712 ) |
Schedule of unaudited pro forma | For the Six Months Ended September 30, September 30, 2020 2019 (Unaudited) (Unaudited) Pro forma revenue $ 50,928,430 $ 24,290,654 Pro forma net income (loss) (11,171,401 ) (3,257,360 ) Pro forma earnings per common share-basic and diluted (.40 ) (0.15 ) Weighted average shares-basic and diluted 28,098,937 21,894,114 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Schedule of accounts receivable, net | September 30, March 31, 2020 2020 (Unaudited) Customer purchases $ 3,862,165 $ 3,975,414 Credit card receivables 218,819 143,851 Food stamps 28,667 26,407 Others 181,683 2,518 Total accounts receivable 4,291,334 4,148,190 Allowance for doubtful accounts (844,557 ) (742,849 ) Accounts receivable, net $ 3,446,777 $ 3,405,341 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories, net | September 30, March 31, 2020 2020 (Unaudited) Inventories in US entities Non-perishables $ 8,150,252 $ 5,396,152 Perishables 1,068,743 820,761 Subtotal 9,218,995 6,216,913 Inventories in Chinese entities Raw material 1,206,867 - Work-in-process 499,717 - Finished goods 1,292,113 - Subtotal 2,998,897 - 12,217,892 6,216,913 Allowance for slow moving or defective inventories (45,018 ) (31,811 ) Inventories, net $ 12,172,874 $ 6,185,102 |
Advances and Receivables - Re_2
Advances and Receivables - Related Parties (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Advances And Receivables Related Parties [Abstract] | |
Schedule of advances and receivables - related parties | September 30, March 31, (Unaudited) Entities New York Mart, Inc. $ 2,092 $ 2,092 New York Mart Elmhurst Inc. 777,671 - NY Mart MD Inc. 1,221,803 363,296 Advances – related parties 2,001,566 365,388 New York Mart, Inc. 605,264 605,265 New York Mart Elmhurst Inc. 53,390 - NY Mart MD Inc. 3,660,458 3,841,237 iFresh Harwin Inc. 248,481 248,480 Receivables – related parties 4,567,593 4,694,982 Total advances and receivables – related parties $ 6,569,159 $ 5,060,370 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, March 31, 2020 2020 (Unaudited) Buildings and properties $ 4,459,609 $ - Furniture, fixtures and equipment 23,381,985 21,023,715 Automobiles 2,097,292 1,997,925 Leasehold improvements 9,681,916 9,442,401 Software 11,435 6,735 Total property and equipment 39,632,237 32,470,776 Accumulated depreciation and amortization (15,728,339 ) (12,701,624 ) Property and equipment, net $ 23,903,898 $ 19,769,152 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of activities and balances of intangible assets | September 30, March 31, 2020 2020 (Unaudited) Acquired leasehold rights $ 2,500,000 $ 2,500,000 Business license 208,756 - Land use right 2,806,632 - Tradename 794,867 - Technology 217,719 - Backlog 518,362 - Total Intangible assets 7,046,336 2,500,000 Accumulated amortization (1,933,346 ) (1,599,995 ) Intangible assets, net $ 5,112,990 $ 900,005 |
Schedule of future amortization of definite-lived intangible assets | Year Ending September 30, 2021 $ 767,988 2022 234,763 2023 234,763 2024 234,763 2025 234,763 Thereafter 3,405,950 Total $ 5,112,990 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Company's debt | September 30, March 31, 2020 2020 (Unaudited) PPP loans from government $ 1,768,212 $ - Revolving Line of Credit-KeyBank National Association - in default 4,950,000 4,950,000 Delayed Term Loan-KeyBank National Association - in default 4,102,483 4,102,483 Term Loan-KeyBank National Association - in default 11,408,189 11,408,189 Less: Deferred financing cost (228,125 ) (319,375 ) Total $ 22,000,759 $ 20,141,297 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
Schedule of secured notes payable | September 30, March 31, 2020 2020 (Unaudited) Triangle Auto Center, Inc. Secured by vehicle, 4.02%, principal and interest of $890 due monthly through January 28, 2021 $ 3,528 $ 8,730 Koeppel Nissan, Inc. Secured by vehicle, 7.86%, principal and interest of $758 due monthly through June 1, 2022 14,821 18,707 Silver Star Motors Secured by vehicle, 4.22%, principal and interest of $916 due monthly through June 1, 2021 8,098 13,357 BMO Secured by vehicle, 5.99%, principal and interest of $1,924 due monthly through July 1, 2021 18,727 29,532 Wells Fargo Secured by vehicle, 4.01%, principal and interest of $420 due monthly through December 1, 2021 6,132 8,500 Toyota Finance Secured by vehicle, 0%, principal and interest of $632 due monthly through August, 2022 14,545 18,340 Secured by vehicle, 4.87%, principal and interest of $761 due monthly through July, 2021 12,648 11,633 Secured by vehicle, 0%, principal and interest of $633 due monthly through April 1, 2022 7,307 15,810 Total notes payable 85,806 124,609 Less: current maturities of notes payable (65,936 ) (77,903 ) Long-term notes payable, net of current maturities $ 19,870 $ 46,706 |
Schedule of maturities of notes payable | Year Ending September 30, 2021 $ 65,936 2022 19,239 2023 631 Total $ 85,806 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of operating lease assets and liabilities | As of September 30, (Unaudited) Operating Lease Assets: Operating Lease $ 58,853,946 Total operating lease assets $ 58,853,946 Operating lease obligations: Current operating lease liabilities 7,558,410 Non-current operating lease liabilities 59,727,918 Total Lease liabilities $ 67,286,328 Weighted Average Remaining Lease Term Operating Lease 15.46 years Weighted Average discount rate 4.3 % |
Schedule of finance lease assets | September 30, March 31, 2020 2020 (Unaudited) Finance lease Assets Vehicles under finance lease $ 874,698 $ 874,698 Accumulated depreciation (249,549 ) (219,679 ) Finance lease assets, net $ 625,149 $ 655,019 |
Schedule of finance lease obligations | September 30, March 31, 2020 2020 (Unaudited) Finance lease obligations: Current $ 131,422 $ 137,243 Long-term 213,973 277,350 Total obligations $ 345,395 $ 414,593 |
Schedule of Fiance lease weighted average term and discount rate | Weighted Average Remaining Lease Term Operating Lease 2.43 years Weighted Average discount rate 7.1 % |
Schedule of supplemental cash flow information related to lease | As of September 30, 2020 (Unaudited) Cash paid for amounts included in the measurement of lease liabilities: Operating Lease $ 2,234,477 Finance lease $ 69,198 |
Schedule of future minimum lease payments | Capital Operating, Twelve Months Ending September 30, Lease lease 2021 $ 157,405 $ 8,497,562 2022 146,831 8,503,755 2023 83,351 8,719,744 2024 1,115 8,479,545 2025 - 7,491,973 Thereafter - 44,290,460 Total minimum lease payments 388,702 85,983,039 Less: Amount representing interest (43,307 ) (20,527,826 ) Total $ 345,395 $ 65,455,213 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of information by segment reporting | Six Months Ended US Liquor Mask Daily wholesale US retail Products Products Necessities Total Net sales $ 8,595,216 $ 35,195,149 $ 269,781 $ 596,927 $ 1,098,339 $ 45,755,412 Cost of sales (including retail occupancy cost) 5,578,163 27,875,207 128,422 483,401 851,058 34,916,251 Gross profit $ 3,017,053 $ 7,319,942 $ 141,359 $ 113,526 $ 247,281 $ 10,839,161 Interest expense, net $ 2,225 $ 820,436 $ - $ - $ - $ 822,661 Depreciation and amortization $ 98,874 $ 1,138,489 $ 141,960 $ 306,940 $ 3,517 $ 1,689,780 Segment income (loss) before income tax provision $ 463,295 $ 1,990,129 $ (202,903 ) $ (257,035 ) $ (2,178,712 ) $ (185,226 ) Segment assets $ 17,252,315 $ 88,922,738 $ 11,006,185 $ 3,525,773 $ 10,141,382 $ 130,848,393 Capital expenditures $ - $ 328,508 $ 7,763 $ 519,614 $ (2,531 ) $ 853,354 Six Months Ended (Unaudited) Wholesale Retail Total Net sales $ 8,423,151 $ 37,266,133 $ 45,689,284 Cost of sales 6,045,159 26,592,399 32,637,558 Retail occupancy costs - 3,506,909 3,506,909 Gross profit $ 2,377,992 $ 7,166,825 $ 9,544,817 Interest expense, net $ (5,227 ) $ (953,993 ) $ (959,220 ) Depreciation and amortization $ 384,578 $ 4,953,056 $ 5,337,634 Segment income (loss) before income tax provision $ 687,519 $ (4,878,874 ) $ (4,191,355 ) Segment assets $ 15,351,959 $ 89,435,740 $ 104,787,699 Capital expenditures $ - $ 780,519 $ 780,519 Three Months Ended US Liquor Mask Daily wholesale US retail Products products Necessities Total Net sales $ 4,367,905 $ 18,105,597 $ 77,032 $ 572,624 $ 1,098,339 $ 24,221,497 Cost of sales (including retail occupancy cost) 2,816,298 15,229,652 57,868 471,118 851,058 19,425,994 Gross profit $ 1,551,607 $ 2,875,945 $ 19,164 $ 101,506 $ 247,281 $ 4,795,503 Interest expense, net $ 1,315 $ 460,120 $ - $ - $ - $ 461,435 Depreciation and amortization $ 48,561 $ 657,885 $ 63,529 $ 205,783 $ - $ 975,758 Capital expenditures $ - $ - $ - $ - $ - $ - Segment income (loss) before income tax provision $ 109,881 $ (1,409,137 ) $ (153,815 ) $ (150,913 ) $ (2,178,712 ) $ (3,782,696 ) Segment assets $ 2,167,784 $ (2,905,334 ) $ 148,715 $ (52,980 ) $ - $ (641,815 ) Three Months Ended Wholesale Retail Total Net sales $ 3,891,046 $ 17,970,456 $ 21,861,502 Cost of sales 2,851,504 12,687,386 15,538,890 Retail occupancy costs - 1,576,290 1,576,290 Gross profit $ 1,039,542 $ 3,706,780 $ 4,746,322 Interest expense, net $ (2,187 ) $ (347,288 ) $ (349,475 ) Depreciation and amortization $ 57,735 $ 2,360,412 $ 2,418,147 Capital expenditures $ - $ 301,123 $ 301,123 Segment income (loss) before income tax provision $ 321,668 $ (1,046,961 ) $ (725,293 ) Segment assets $ 15,351,959 $ 89,435,740 $ 104,787,699 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision (benefit) for income taxes | For the Six months Ended September 30, 2020 2019 (Unaudited) (Unaudited) Current: Federal $ - $ - State - - - - Deferred: Federal (441,133 ) 47,620 State (148,617 ) 15,873 (589,750 ) 63,493 Total $ (589,750 ) $ 63,493 For Three Months ended 2020 2019 (Unaudited) (Unaudited) Current: Federal $ - $ - State - - - - Deferred: Federal (441,133 ) 121,073 State (148,617 ) 40,357 (589,750 ) 161,430 Total $ (589,750 ) $ 161,430 |
Schedule of effective income tax rate to the United State federal statutory tax rate | For the Six Months Ended 2020 2019 (Unaudited) (Unaudited) Expected tax at U.S. statutory income tax rate 21 % 21 % State and local income taxes, net of federal income tax effect 7 % 7 % Other non-deductible fees and expenses - % (2.91 )% Changes in deferred tax allowance (31.2 )% (26.59 )% Effective tax rate (3.2 )% (1.5 )% |
Schedule of deferred taxes | September 30, March 31, 2020 2020 (Unaudited) Deferred tax assets/ (liabilities) in US Deferred expenses $ 253,867 $ 164,434 Sec 263A Inventory Cap 158,659 38,207 Deferred rent/lease obligation 2,182,776 2,215,294 Depreciation and amortization (3,395,021 ) (3,008,058 ) Net operating losses 4,590,335 8,877,202 Valuation allowance (3,790,616 ) (7,643,963 ) Net deferred tax assets (liabilities) in US $ - $ 643,116 September 30, March 31, 2020 2020 (Unaudited) Property and equipment $ (244,973 ) $ - Intangible assets $ (838,766 ) $ - Deferred tax assets (liabilities in China) $ 2,638,648 $ - Valuation allowance $ (2,638,648 ) $ - Net deferred tax asset /(liabilities ) in China $ (1,083,739 ) $ - |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of advances and receivables – related parties | Non- Perishable Management Advertising & Perishable Related Parties Fees Fees Sales Tampa Seafood $ 2,000 $ - $ 105 NY Mart MD Inc. 28,750 1,700 333,884 NYM Elmhurst Inc. 6000 - 208,515 Spring Farm Inc. 2,750 - 733 $ 39,500 $ 1,700 $ 543,237 Non- Perishable Management Advertising & Perishable Related Parties Fees Fees Sales Dragon Seeds Inc. $ 2,800 $ - $ - NY Mart MD Inc. 44,300 6,320 640,914 NYM Elmhurst Inc. 47,158 3,290 485,698 Spring Farm Inc. 5,300 - 58,134 Pine Court Chinese Bistro - - 46,043 $ 99,558 $ 9,610 $ 1,230,789 Non- Perishable Management Advertising & Perishable Related Parties Fees Fees Sales Tampa Seafood $ - $ - $ 105 NY Mart MD Inc. 12,000 1,700 166,881 NYM Elmhurst Inc. - - 110,197 Spring Farm Inc. - - 440 $ 12,000 $ 1,700 $ 277,623 Non- Perishable Management Advertising & Perishable Related Parties Fees Fees Sales Dragon Seeds Inc. 1,150 - - NY Mart MD Inc. 15,000 2,640 185,537 NYM Elmhurst Inc. 22,546 1,080 206,694 Spring Farm Inc. 2,000 - 58,134 Pine Court Chinese Bistro - - 37,317 $ 40,696 $ 3,720 $ 487,682 |
Organization and Description _2
Organization and Description of Business (Details) | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Acquired interest | 100.00% |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | |
Liquidity and Going Concern (Details) [Line Items] | ||||
Negative working capital | $ 18,800,000 | $ (28,600,000) | ||
Equity deficit | 18,600,000 | 2,600,000 | ||
Operating income (loss) | $ 3,800,000 | 400,000 | $ 8,300,000 | |
Advances and receivable from the related parties | 6,600,000 | $ 6,600,000 | ||
Paycheck protection program loan, description | In April and May 2020, the Company received a Paycheck Protection Program loan (“PPP loan”) of approximately $1.77 million. | |||
Financial covenants, description | the financial covenants of the Credit Agreement require the Company to maintain a senior funded debt to earnings before interest, tax, depreciation and amortization (“EBITDA”) ratio for the trailing 12 months period of less than 3.00 to 1.00 at the last day of each fiscal quarter. As of September 30, 2020 and March 31, 2020, this ratio was greater than 3.00 to 1.00, and the Company was therefore not in compliance with the financial covenants of the KeyBank loan. In addition, the Company violated the loan covenant when Mr. Long Deng, CEO and shareholder of the Company sold an aggregate of 8,294,989 restricted shares to HK Xu Ding Co., Limited, representing 51% of the total issued and outstanding shares of the Company as of December 31, 2018. | |||
Non payment amount | $ 1,866,292 | |||
Sale of stock, description | Sales decreased by $0.8 million due to the lockdown for the six months ended September 30, 2020. | |||
Keybank [Member] | ||||
Liquidity and Going Concern (Details) [Line Items] | ||||
Outstanding loan facilities | 20,500,000 | $ 20,500,000 | ||
Blue Sky [Member] | ||||
Liquidity and Going Concern (Details) [Line Items] | ||||
Operating income (loss) | $ 2,200,000 |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Details) | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Number of reportable and operating segments | 4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2020CNY (¥) | Apr. 01, 2019USD ($) | |
Accounting Policies [Abstract] | |||
Operating lease assets | $ 65,600,000 | ||
Operating lease liabilities | $ 72,300,000 | ||
Cash balance of insurance | $ 73,000 | ¥ 500,000 | |
Insurance amounts | $ 4,604,000 | ¥ 31,384,897 | |
Intangible Assets Arising from Insurance Contracts Acquired in Business Combination, Policy [Policy Text Block] | $250,000 | $250,000 | |
Related Parties Amount in Cost of Sales | $ 1,240,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of disaggregated revenue from contracts with customers - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of disaggregated revenue from contracts with customers [Line Items] | ||||
Total | $ 24,221,497 | $ 21,861,502 | $ 45,755,412 | $ 45,689,284 |
The United States [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of disaggregated revenue from contracts with customers [Line Items] | ||||
Total | 22,473,502 | $ 21,861,502 | 43,790,365 | 45,689,284 |
China [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of disaggregated revenue from contracts with customers [Line Items] | ||||
Total | $ 1,747,995 | $ 1,965,047 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets | 6 Months Ended |
Sep. 30, 2020 | |
Business license [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets [Line Items] | |
Estimated useful lives | 15 years |
Land use right [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets [Line Items] | |
Estimated useful lives | 46 years |
Trademark [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets [Line Items] | |
Estimated useful lives | 10 years |
Backlog [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets [Line Items] | |
Estimated useful lives | 1 year |
Technology [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets [Line Items] | |
Estimated useful lives | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of exchange rates used for foreign currency translation - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | |
Schedule of exchange rates used for foreign currency translation [Abstract] | |||||
Assets and liabilities | $ 6.81684 | $ 6.81684 | |||
Revenue and expenses | $ 7.00117 | $ 6.92089 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Aug. 24, 2020 | Mar. 17, 2020 | Mar. 26, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Apr. 28, 2020 | Apr. 22, 2020 |
Acquisitions (Details) [Line Items] | ||||||||
Equity interest | 70.00% | 100.00% | ||||||
Shares issued (in Shares) | 3,852,372 | |||||||
Common stock convert into preferred stock (in Shares) | 1,000 | |||||||
Preferred stock convert into common stock (in Shares) | 1,000 | |||||||
Conversion of shares (in Shares) | 3,834,796 | |||||||
Consideration paid | $ 1,700,000 | $ 9,800,000 | ||||||
Intangible assets | $ 1,012,392 | 518,362 | 3,013,272 | |||||
Right use of land | 2,745,289 | |||||||
Business license | $ 208,756 | |||||||
Issue value at seller | $ 600,000 | $ 6,394,192 | $ 10,962,775 | |||||
Issue shares at seller (in Shares) | 900,000 | |||||||
Intangible assets | $ 518,362 | |||||||
The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. | $ 2,138 | |||||||
Acquisition Agreement [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Equity interest | 100.00% | |||||||
Preferred stock convert into common stock (in Shares) | 1,000 | |||||||
Intangible assets | $ 1,012,392 | |||||||
Aggregate fair value amount | $ 6.4 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of estimated fair value of the assets acquired and liabilities assumed - USD ($) | Sep. 30, 2020 | Aug. 24, 2020 | Apr. 28, 2020 | Apr. 22, 2020 | Mar. 31, 2020 |
Schedule of estimated fair value of the assets acquired and liabilities assumed [Abstract] | |||||
Cash | $ 6,326,526 | $ 22,577 | $ 371,310 | ||
Accounts receivable, net | 51,842 | 84,260 | |||
Long term deferred expense | 111,579 | ||||
Inventories, net | 609,180 | 28,975 | 2,099,306 | ||
Advances to suppliers, net | 2,141,077 | 1,341,604 | 76,476 | ||
Other current assets | 219,827 | 910,435 | |||
Property and equipment, net | 14,752 | 69,780 | 4,310,878 | ||
Total tangible assets acquired | 9,474,783 | 1,462,936 | 7,852,665 | ||
Accounts payable | 9,260 | ||||
Advance from customers | 6,027,177 | 703,321 | 386,119 | ||
Accrued expenses and other payables | 269,776 | 59,880 | 703,060 | ||
Deferred tax liability | 129,590 | 954,173 | |||
Total liability assumed | 6,296,953 | 892,791 | 2,052,612 | ||
Net tangible assets acquired | 3,177,830 | 570,145 | 5,800,053 | ||
Intangible assets | 1,012,392 | 518,362 | 3,013,272 | ||
Goodwill | $ 4,450,484 | 2,206,609 | 1,214,548 | 1,026,250 | |
Net assets acquired | 2,303,055 | ||||
Noncontrolling interest | 579,855 | ||||
Total consideration | $ 6,396,831 | $ 1,723,200 | $ 9,839,575 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of revenue and earnings | 6 Months Ended |
Sep. 30, 2020USD ($) | |
RET [Member] | |
Acquisitions (Details) - Schedule of revenue and earnings [Line Items] | |
Revenue | $ 269,781 |
Net (Loss) | (176,412) |
DL Medical [Member] | |
Acquisitions (Details) - Schedule of revenue and earnings [Line Items] | |
Revenue | 596,927 |
Net (Loss) | (7,126) |
Jiuxiang [Member] | |
Acquisitions (Details) - Schedule of revenue and earnings [Line Items] | |
Revenue | 1,098,339 |
Net (Loss) | $ (2,178,712) |
Acquisitions (Details) - Sche_3
Acquisitions (Details) - Schedule of unaudited pro forma - USD ($) | 6 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of unaudited pro forma [Abstract] | ||
Pro forma revenue | $ 50,928,430 | $ 24,290,654 |
Pro forma net income (loss) | $ (11,171,401) | $ (3,257,360) |
Pro forma earnings per common share-basic and diluted (in Dollars per share) | $ (0.40) | $ (0.15) |
Weighted average shares-basic and diluted (in Shares) | 28,098,937 | 21,894,114 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of accounts receivable, net - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 4,291,334 | $ 4,148,190 |
Allowance for doubtful accounts | (844,557) | (742,849) |
Accounts receivable, net | 3,446,777 | 3,405,341 |
Customer purchases [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 3,862,165 | 3,975,414 |
Credit card receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 218,819 | 143,851 |
Food stamps [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 28,667 | 26,407 |
Others [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 181,683 | $ 2,518 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories, net - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Inventory [Line Items] | ||
Inventories, gross | $ 12,217,892 | $ 6,216,913 |
Allowance for slow moving or defective inventories | (45,018) | (31,811) |
Inventories, net | 12,172,874 | 6,185,102 |
Inventories in US entities [Member] | ||
Inventory [Line Items] | ||
Subtotal | 9,218,995 | 6,216,913 |
Inventories in Chinese entities [Member] | ||
Inventory [Line Items] | ||
Raw material | 1,206,867 | |
Work-in-process | 499,717 | |
Finished goods | 1,292,113 | |
Subtotal | 2,998,897 | |
Non-perishables [Member] | Inventories in US entities [Member] | ||
Inventory [Line Items] | ||
Subtotal | 8,150,252 | 5,396,152 |
Perishables [Member] | Inventories in US entities [Member] | ||
Inventory [Line Items] | ||
Subtotal | $ 1,068,743 | $ 820,761 |
Advances and Receivables - Re_3
Advances and Receivables - Related Parties (Details) - Schedule of advances and receivables - related parties - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Entities | ||
Advances - related parties | $ 2,001,566 | $ 365,388 |
Receivables - related parties | 4,567,593 | 4,694,982 |
Total advances and receivables - related parties | 6,569,159 | 5,060,370 |
New York Mart, Inc. [Member] | ||
Entities | ||
Advances - related parties | 2,092 | 2,092 |
Receivables - related parties | 605,264 | 605,265 |
New York Mart Elmhurst Inc. [Member] | ||
Entities | ||
Advances - related parties | 777,671 | |
Receivables - related parties | 53,390 | |
NY Mart MD Inc. [Member] | ||
Entities | ||
Advances - related parties | 1,221,803 | 363,296 |
Receivables - related parties | 3,660,458 | 3,841,237 |
iFresh Harwin Inc. [Member] | ||
Entities | ||
Receivables - related parties | $ 248,481 | $ 248,480 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Purchase of building and properties | $ 4,500,000 | |||
Depreciation period | 15 years | |||
Depreciation expense | $ 691,306 | $ 531,928 | $ 1,265,178 | $ 1,093,572 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 39,632,237 | $ 32,470,776 |
Accumulated depreciation and amortization | (15,728,339) | (12,701,624) |
Property and equipment, net | 23,903,898 | 19,769,152 |
Buildings and properties [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,459,609 | |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 23,381,985 | 21,023,715 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,097,292 | 1,997,925 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,681,916 | 9,442,401 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 11,435 | $ 6,735 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Payments to acquire intangible assets | $ 4,546,336 | |||
Intangible assets period, description | Business license, land use right tradename, technology and backlog has an estimated weighted-average amortization period of approximately 15 years, 46 years, 10 years, 5 years and 1 year, respectively. | |||
Amortization expense | $ 287,968 | $ 33,333 | $ 424,601 | $ 249,166 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of activities and balances of intangible assets - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Schedule of activities and balances of intangible assets [Abstract] | ||
Acquired leasehold rights | $ 2,500,000 | $ 2,500,000 |
Business license | 208,756 | |
Land use right | 2,806,632 | |
Tradename | 794,867 | |
Technology | 217,719 | |
Backlog | 518,362 | |
Total Intangible assets | 7,046,336 | 2,500,000 |
Accumulated amortization | (1,933,346) | (1,599,995) |
Intangible assets, net | $ 5,112,990 | $ 900,005 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of future amortization of definite-lived intangible assets | Sep. 30, 2020USD ($) |
Schedule of future amortization of definite-lived intangible assets [Abstract] | |
2021 | $ 767,988 |
2022 | 234,763 |
2023 | 234,763 |
2024 | 234,763 |
2025 | 234,763 |
Thereafter | 3,405,950 |
Total | $ 5,112,990 |
Debt (Details)
Debt (Details) - USD ($) | Feb. 01, 2017 | Apr. 30, 2020 | May 20, 2019 | Jan. 30, 2017 | Dec. 23, 2016 | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 27, 2020 |
Debt (Details) [Line Items] | ||||||||
Fixed charge coverage ratio, description | The financial covenants require NYM Holding Inc and its subsidiaries to deliver audited consolidated financial statements within one hundred twenty days after each fiscal year end and to maintain a fixed charge coverage ratio not less than 1.1 to 1.0 and senior funded debt to earnings before interest, tax, depreciation and amortization (“EBITDA”) ratio less than 3.0 to 1.0 at the last day of each fiscal quarter, beginning with the fiscal quarter ending March 31, 2017. | |||||||
Debt instrument, covenant | The Company violated the loan covenant when Mr. Long Deng, CEO and shareholder of the Company sold an aggregate of 8,294,989 restricted shares to HK Xu Ding Co., Limited on January 23, 2019, representing 51% of the total issued and outstanding shares of the Company as of December 31, 2018. | |||||||
Interest payment terms | As a result, effective as of March 1, 2019, interest was accrued on all loans at the default rate and the monthly principal and interest payment due under the effective date term loan will be $155,872 instead of $142,842. | |||||||
Revolving credit facility commitment fee, description | Starting from May, 2019, the monthly payment decreased to $142,842 as originally required per the credit facility agreements. | |||||||
Non-payment amount | $ 1,866,292 | |||||||
PPP Loans from government [Member] | ||||||||
Debt (Details) [Line Items] | ||||||||
Paycheck protection program | $ 1,768,212 | |||||||
Principal and accrued interest, percentage | 100.00% | |||||||
Loan interest rate | 1.00% | |||||||
Loan maturity year | 2 years | |||||||
Secured Debt [Member] | ||||||||
Debt (Details) [Line Items] | ||||||||
Credit agreement, description | as borrower, entered into a $25 million senior secured Credit Agreement (the “Credit Agreement”) with KeyBank National Association (“KeyBank” or “Lender”). The Credit Agreement provides for (1) a revolving credit of $5,000,000 for making advance and issuance of letter of credit, (2) $15,000,000 of effective date term loan and (3) $5,000,000 of delayed draw term loan. The interest rate is equal to (1) the Lender’s “prime rate” plus 0.95%, or (b) the Adjusted LIBOR rate plus 1.95%. Both the termination date of the revolving credit and the maturity date of the term loans are December 23, 2021. The Company will pay a commitment fee equal to 0.25% of the undrawn amount of the Revolving Credit Facility and 0.25% of the unused Delayed Draw Term Loan Facility. $4,950,000 of the revolving credit was used as of September 30, 2020. | |||||||
Long-term line of credit | $ 5,000,000 | |||||||
Delayed draw term loan | $ 5,000,000 | |||||||
Term loan | $ 15,000,000 | |||||||
Monthly payments of principal and interest | $ 142,842 | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt (Details) [Line Items] | ||||||||
Long-term line of credit | $ 4,950,000 | $ 4,950,000 |
Debt (Details) - Schedule of co
Debt (Details) - Schedule of company's debt - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Debt (Details) - Schedule of company's debt [Line Items] | ||
Less: Deferred financing cost | $ (228,125) | $ (319,375) |
Total | 22,000,759 | 20,141,297 |
PPP loans from government [Member] | ||
Debt (Details) - Schedule of company's debt [Line Items] | ||
Line of Credit | 1,768,212 | |
Revolving Line of Credit-KeyBank National Association [Member] | ||
Debt (Details) - Schedule of company's debt [Line Items] | ||
Line of Credit | 4,950,000 | 4,950,000 |
Delayed Term Loan-KeyBank National Association [Member] | ||
Debt (Details) - Schedule of company's debt [Line Items] | ||
Term Loan | 4,102,483 | 4,102,483 |
Term Loan-KeyBank National Association [Member] | ||
Debt (Details) - Schedule of company's debt [Line Items] | ||
Term Loan | $ 11,408,189 | $ 11,408,189 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of secured notes payable - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Triangle Auto Center, Inc. | ||
Total notes payable | $ 85,806 | $ 124,609 |
Less: current maturities of notes payable | (65,936) | (77,903) |
Long-term notes payable, net of current maturities | 19,870 | 46,706 |
Triangle Auto Center, Inc. [Member] | Secured by vehicle, 4.02%, principal and interest of $890 due monthly through January 28, 2021 [Member] | ||
Triangle Auto Center, Inc. | ||
Total notes payable | 3,528 | 8,730 |
Koeppel Nissan, Inc. [Member] | Secured by vehicle, 7.86%, principal and interest of $758 due monthly through June 1, 2022 [Member] | ||
Triangle Auto Center, Inc. | ||
Total notes payable | 14,821 | 18,707 |
Silver Star Motors [Member] | Secured by vehicle, 4.22%, principal and interest of $916 due monthly through June 1, 2021 [Member] | ||
Triangle Auto Center, Inc. | ||
Total notes payable | 8,098 | 13,357 |
BMO [Member] | Secured by vehicle, 5.99%, principal and interest of $1,924 due monthly through July 1, 2021 [Member] | ||
Triangle Auto Center, Inc. | ||
Total notes payable | 18,727 | 29,532 |
Wells Fargo [Member] | Secured by vehicle, 4.01%, principal and interest of $420 due monthly through December 1, 2021 [Member] | ||
Triangle Auto Center, Inc. | ||
Total notes payable | 6,132 | 8,500 |
Toyota Finance [Member] | Secured by vehicle, 0%, principal and interest of $632 due monthly through August, 2022 [Member] | ||
Triangle Auto Center, Inc. | ||
Total notes payable | 14,545 | 18,340 |
Toyota Finance [Member] | Secured by vehicle, 4.87%, principal and interest of $761 due monthly through July, 2021 [Member] | ||
Triangle Auto Center, Inc. | ||
Total notes payable | 12,648 | 11,633 |
Toyota Finance [Member] | Secured by vehicle, 0%, principal and interest of $633 due monthly through April 1, 2022 [Member] | ||
Triangle Auto Center, Inc. | ||
Total notes payable | $ 7,307 | $ 15,810 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of secured notes payable (Parentheticals) | 6 Months Ended |
Sep. 30, 2020USD ($) | |
Triangle Auto Center, Inc. [Member] | Secured Debt One [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 4.02% |
Principal and interest | $ 890 |
Debt maturity date | January 28, 2021 |
Koeppel Nissan, Inc. [Member] | Secured Debt Two [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 7.86% |
Principal and interest | $ 758 |
Debt maturity date | June 1, 2022 |
Silver Star Motors [Member] | Secured Debt Three [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 4.22% |
Principal and interest | $ 916 |
Debt maturity date | June 1, 2021 |
BMO [Member] | Secured Debt Four [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 5.99% |
Principal and interest | $ 1,924 |
Debt maturity date | July 1, 2021 |
Wells Fargo [Member] | Secured Debt Five [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 4.01% |
Principal and interest | $ 420 |
Debt maturity date | December 1, 2021 |
Toyota Finance [Member] | Secured Debt Six [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 0.00% |
Principal and interest | $ 632 |
Debt maturity date | August, 2022 |
Toyota Finance [Member] | Secured Debt Seven [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 4.87% |
Principal and interest | $ 761 |
Debt maturity date | July, 2021 |
Toyota Finance [Member] | Secured Debt Eight [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 0.00% |
Principal and interest | $ 633 |
Debt maturity date | April 1, 2022 |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of maturities of notes payable - Notes Payable [Member] | Sep. 30, 2020USD ($) |
Notes Payable (Details) - Schedule of maturities of notes payable [Line Items] | |
2021 | $ 65,936 |
2022 | 19,239 |
2023 | 631 |
Total | $ 85,806 |
Leases (Details)
Leases (Details) | 6 Months Ended |
Sep. 30, 2020 | |
Minimum [Member] | |
Leases (Details) [Line Items] | |
Lease term | 1 year |
Maximum [Member] | |
Leases (Details) [Line Items] | |
Lease term | 20 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating lease assets and liabilities | 6 Months Ended |
Sep. 30, 2020USD ($) | |
Schedule of operating lease assets and liabilities [Abstract] | |
Operating Lease | $ 58,853,946 |
Total operating lease assets | 58,853,946 |
Current operating lease liabilities | 7,558,410 |
Non-current operating lease liabilities | 59,727,918 |
Total Lease liabilities | $ 67,286,328 |
Weighted Average Remaining Lease Term Operating Lease | 15 years 167 days |
Weighted Average discount rate | 4.30% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of finance lease assets - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Finance lease Assets | ||
Vehicles under finance lease | $ 874,698 | $ 874,698 |
Accumulated depreciation | (249,549) | (219,679) |
Finance lease assets, net | $ 625,149 | $ 655,019 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of finance lease obligations - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Finance lease obligations: | ||
Current | $ 131,422 | $ 137,243 |
Long-term | 213,973 | 277,350 |
Total obligations | $ 345,395 | $ 414,593 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of finance lease weighted average term and discount rate | Sep. 30, 2020 |
Schedule of finance lease weighted average term and discount rate [Abstract] | |
Weighted Average Remaining Lease Term Operating Lease | 2 years 156 days |
Weighted Average discount rate | 7.10% |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of supplemental cash flow information related to lease | Sep. 30, 2020USD ($) |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating Lease | $ 2,234,477 |
Finance lease | $ 69,198 |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of future minimum lease payments | Sep. 30, 2020USD ($) |
Capital Lease [Member] | |
Leases (Details) - Schedule of future minimum lease payments [Line Items] | |
2021 | $ 157,405 |
2022 | 146,831 |
2023 | 83,351 |
2024 | 1,115 |
2025 | |
Thereafter | |
Total minimum lease payments | 388,702 |
Less: Amount representing interest | (43,307) |
Total | 345,395 |
Operating Lease [Member] | |
Leases (Details) - Schedule of future minimum lease payments [Line Items] | |
2021 | 8,497,562 |
2022 | 8,503,755 |
2023 | 8,719,744 |
2024 | 8,479,545 |
2025 | 7,491,973 |
Thereafter | 44,290,460 |
Total minimum lease payments | 85,983,039 |
Less: Amount representing interest | (20,527,826) |
Total | $ 65,455,213 |
Segment Reporting (Details)
Segment Reporting (Details) | 6 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of information by segment reporting - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 24,221,497 | $ 21,861,502 | $ 45,755,412 | $ 45,689,284 |
Gross profit | 4,795,503 | 4,746,322 | 10,839,161 | 9,544,817 |
Assets, Total [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 24,221,497 | 21,861,502 | 45,755,412 | 45,689,284 |
Cost of sales (including retail occupancy cost) | 19,425,994 | 15,538,890 | 34,916,251 | 32,637,558 |
Retail occupancy costs | 1,576,290 | 3,506,909 | ||
Gross profit | 4,795,503 | 4,746,322 | 10,839,161 | 9,544,817 |
Interest expense, net | 461,435 | (349,475) | 822,661 | (959,220) |
Depreciation and amortization | 975,758 | 2,418,147 | 1,689,780 | 5,337,634 |
Segment income (loss) before income tax provision | (3,782,696) | (725,293) | (185,226) | (4,191,355) |
Segment assets | 130,848,393 | 104,787,699 | 130,848,393 | 104,787,699 |
Capital expenditures | 301,123 | 853,354 | 780,519 | |
US wholesale [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 4,367,905 | 3,891,046 | 8,595,216 | 8,423,151 |
Cost of sales (including retail occupancy cost) | 2,816,298 | 2,851,504 | 5,578,163 | 6,045,159 |
Retail occupancy costs | ||||
Gross profit | 1,551,607 | 1,039,542 | 3,017,053 | 2,377,992 |
Interest expense, net | 1,315 | (2,187) | 2,225 | (5,227) |
Depreciation and amortization | 48,561 | 57,735 | 98,874 | 384,578 |
Segment income (loss) before income tax provision | 109,881 | 321,668 | 463,295 | 687,519 |
Segment assets | 17,252,315 | 15,351,959 | 17,252,315 | 15,351,959 |
Capital expenditures | ||||
US retail[Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 18,105,597 | 17,970,456 | 35,195,149 | 37,266,133 |
Cost of sales (including retail occupancy cost) | 15,229,652 | 12,687,386 | 27,875,207 | 26,592,399 |
Retail occupancy costs | 1,576,290 | 3,506,909 | ||
Gross profit | 2,875,945 | 3,706,780 | 7,319,942 | 7,166,825 |
Interest expense, net | 460,120 | (347,288) | 820,436 | (953,993) |
Depreciation and amortization | 657,885 | 2,360,412 | 1,138,489 | 4,953,056 |
Segment income (loss) before income tax provision | (1,409,137) | (1,046,961) | 1,990,129 | (4,878,874) |
Segment assets | 88,922,738 | 89,435,740 | 88,922,738 | 89,435,740 |
Capital expenditures | $ 301,123 | 328,508 | $ 780,519 | |
Liquor Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 77,032 | 269,781 | ||
Cost of sales (including retail occupancy cost) | 57,868 | 128,422 | ||
Gross profit | 19,164 | 141,359 | ||
Interest expense, net | ||||
Depreciation and amortization | 63,529 | 141,960 | ||
Segment income (loss) before income tax provision | (153,815) | (202,903) | ||
Segment assets | 11,006,185 | 11,006,185 | ||
Capital expenditures | 7,763 | |||
Mask products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 572,624 | 596,927 | ||
Cost of sales (including retail occupancy cost) | 471,118 | 483,401 | ||
Gross profit | 101,506 | 113,526 | ||
Interest expense, net | ||||
Depreciation and amortization | 205,783 | 306,940 | ||
Segment income (loss) before income tax provision | (150,913) | (257,035) | ||
Segment assets | 3,525,773 | 3,525,773 | ||
Capital expenditures | 519,614 | |||
Daily Necessities [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,098,339 | 1,098,339 | ||
Cost of sales (including retail occupancy cost) | 851,058 | 851,058 | ||
Gross profit | 247,281 | 247,281 | ||
Interest expense, net | ||||
Depreciation and amortization | 3,517 | |||
Segment income (loss) before income tax provision | (2,178,712) | (2,178,712) | ||
Segment assets | 10,141,382 | 10,141,382 | ||
Capital expenditures | $ (2,531) |
Shareholder's Equity (Details)
Shareholder's Equity (Details) - USD ($) | Mar. 17, 2020 | Jan. 13, 2020 | Dec. 11, 2019 | Aug. 31, 2020 | Aug. 31, 2020 | Apr. 30, 2020 | Mar. 26, 2020 | Oct. 19, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Mar. 25, 2020 |
Shareholder's Equity (Details) [Line Items] | ||||||||||||
Aggregate of shares Issued | 1,275,000 | |||||||||||
Warrants to purchase shares | 1,170,000 | |||||||||||
Private placement of gross proceeds (in Dollars) | $ 2,550,000 | |||||||||||
Warrants exercise price (in Dollars per share) | $ 2.25 | |||||||||||
Warrants number of expire year | 5 years | |||||||||||
Purchase price per share (in Dollars per share) | $ 2 | |||||||||||
Description of warrants | a) indexed to its own stock; and b) classified in stockholders’ equity. The warrants were recorded at their fair value on the date of grant as a component of stockholders’ equity. On June 5, 2019, the Company agreed to issue to the Holders an aggregate of 1,170,000 shares (“Exchange Shares”) of the Company’s common stock, par value $0.0001 per share and warrant to purchase an aggregate of 1,170,000 shares of Common Stock (the “Exchange Warrants”) as the negotiated purchase price for the Existing Warrants based on the Black Scholes Value as a result of a certain transaction which was deemed as a Fundamental Transaction as defined in the purchase agreement. On March 23, 2020, 585,000 warrants were cashless exercised by the issuance of 287,049 shares of common stock. | |||||||||||
Preferred stock convert into common stock | 1,000 | |||||||||||
Common stock convert into preferred stock | 1,000 | |||||||||||
Liquidation, description | In the event of the liquidation of the Company, the Preferred Stock has a liquidation preference equal to $3,500,000 over the Company’s common stock. | |||||||||||
Purchase of common stock | 1,783,167 | |||||||||||
Common stock exchange amount (in Dollars) | $ 2,500,000 | |||||||||||
Shares for acquisition | 900,000 | |||||||||||
Conversion Agreement [Member] | ||||||||||||
Shareholder's Equity (Details) [Line Items] | ||||||||||||
Preferred stock convert into common stock | 1,000 | |||||||||||
Common stock convert into preferred stock | 1,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Shareholder's Equity (Details) [Line Items] | ||||||||||||
Preferred shares converted | 1,000 | 1,000 | ||||||||||
Shares issues | 3,852,372 | |||||||||||
Shares for acquisition | 5,036,298 | 3,834,796 | 5,036,298 | 4,752,372 | ||||||||
Common stock converted | 1,916,781 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Shareholder's Equity (Details) [Line Items] | ||||||||||||
Preferred shares converted | 1,000 | |||||||||||
Conversion Agreement [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||
Shareholder's Equity (Details) [Line Items] | ||||||||||||
Contribution (in Dollars) | $ 3,500,000 | |||||||||||
Preferred shares converted | 1,000 | |||||||||||
Common stock converted (in Dollars per share) | $ 9,210,526 |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended | |
Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | |
Income Taxes (Details) [Line Items] | ||
Corporate income tax rate | 0.25 | |
Percentage of taxable income limitation | 80.00% | |
Valuation allowance | $ 6,429,264 | $ 7,643,963 |
Income tax purpose, description | expire in the year 2033 through 2037. NOLs from Chinese entities will expire through the year 2025. | |
US NOL [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 26,740,000 | 30,497,000 |
SRLY NOL [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | 3,270,000 | $ 3,136,000 |
Chinese entities [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 7,264 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of (benefit) provision for income taxes - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of (benefit) provision for income taxes [Abstract] | ||||
Federal | ||||
State | ||||
Current Total | ||||
Federal | (441,133) | 121,073 | (441,133) | 47,620 |
State | (148,617) | 40,357 | (148,617) | 15,873 |
Deferred Total | (589,750) | 161,430 | (589,750) | 63,493 |
Total | $ (589,750) | $ 161,430 | $ (589,750) | $ 63,493 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of effective income tax rate to the United State federal statutory tax rate | 6 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of effective income tax rate to the United State federal statutory tax rate [Abstract] | ||
Expected tax at U.S. statutory income tax rate | 21.00% | 21.00% |
State and local income taxes, net of federal income tax effect | 7.00% | 7.00% |
Other non-deductible fees and expenses | (2.91%) | |
Changes in deferred tax allowance | (31.20%) | (26.59%) |
Effective tax rate | (3.20%) | (1.50%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred taxes - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
US [Member] | ||
Income Taxes (Details) - Schedule of deferred taxes [Line Items] | ||
Deferred expenses | $ 253,867 | $ 164,434 |
Sec 263A Inventory Cap | 158,659 | 38,207 |
Deferred rent/lease obligation | 2,182,776 | 2,215,294 |
Depreciation and amortization | (3,395,021) | (3,008,058) |
Valuation allowance | (3,790,616) | (7,643,963) |
Net deferred tax assets (liabilities) in US | 643,116 | |
China [Member] | ||
Income Taxes (Details) - Schedule of deferred taxes [Line Items] | ||
Net operating losses | 4,590,335 | 8,877,202 |
Valuation allowance | (2,638,648) | |
Net deferred tax asset /(liabilities ) in China | (1,083,739) | |
Property and equipment | (244,973) | |
Intangible assets | (838,766) | |
Deferred tax assets (liabilities in China) | $ 2,638,648 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - Mr. Long Deng [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Related-Party Transactions (Details) [Line Items] | ||||
Expire date | Apr. 30, 2026 | |||
Rent incurred to the related party | $ 246,616 | $ 111,201 | $ 488,446.08 | $ 403,661 |
Related-Party Transactions (D_2
Related-Party Transactions (Details) - Schedule of advances and receivables – related parties - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Related Party Transaction [Line Items] | ||||
Management Fees | $ 12,000 | $ 40,696 | $ 39,500 | $ 99,558 |
Advertising Fees | 1,700 | 3,720 | 1,700 | 9,610 |
Non-Perishable & Perishable Sales | 277,623 | 487,682 | 543,237 | 1,230,789 |
Tampa Seafood [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Fees | 2,000 | |||
Advertising Fees | ||||
Non-Perishable & Perishable Sales | 105 | 105 | ||
Ny Mart Md Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Fees | 12,000 | 15,000 | 28,750 | 44,300 |
Advertising Fees | 1,700 | 2,640 | 1,700 | 6,320 |
Non-Perishable & Perishable Sales | 166,881 | 185,537 | 333,884 | 640,914 |
NYM Elmhurst Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Fees | 22,546 | 6,000 | 47,158 | |
Advertising Fees | 1,080 | 3,290 | ||
Non-Perishable & Perishable Sales | 110,197 | 206,694 | 208,515 | 485,698 |
Spring Farm Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Fees | 2,000 | 2,750 | 5,300 | |
Advertising Fees | ||||
Non-Perishable & Perishable Sales | $ 440 | 58,134 | $ 733 | 58,134 |
Dragon Seeds Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Fees | 1,150 | 2,800 | ||
Advertising Fees | ||||
Non-Perishable & Perishable Sales | ||||
Pine Court Chinese Bistro. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Fees | ||||
Advertising Fees | ||||
Non-Perishable & Perishable Sales | $ 37,317 | $ 46,043 |
Litigation (Details)
Litigation (Details) - USD ($) | Sep. 16, 2019 | Jun. 29, 2020 | Dec. 31, 2019 | Nov. 21, 2019 | Nov. 28, 2018 | Sep. 30, 2020 | May 31, 2020 |
Litigation (Details) [Line Items] | |||||||
Total judgment damage compensation, description | On November 21, 2019, the Company consented to a final judgement of possession in favor of Winking Group LLC in the amount of $400,000, with $50,867 being waived by the landlord. | The jury awarded Ming judgment against the landlord in the amount of $795,000, plus continuing damages of $2,250 per month until the structural repairs are completed. The court found that the landlord’s actions violated the Massachusetts unfair and deceptive acts and practices statute and therefore doubled the amount of damages to $1,590,000 and further ruled that Ming should also recover costs and attorneys’ fees of approximately $250,000. The result is a judgment in favor of Ming and against the landlord that will total approximately $1.85 million. The judgment requires the landlord to repair the premises and obtain an occupancy permit. The landlord is responsible to Ming for damages in the amount of $2,250 per month until an occupancy permit is issued. The judgment also accrues interest at the rate of 12% per year until paid. | |||||
Payment of debt Issued | $ 2,536,142 | ||||||
Description of appeal | a lawsuit was filed against New York Mart Group, Inc. by Hartford Fire Insurance Company (“Hartford”), who seeks contractual indemnification from the Company and other defendants relating to certain supersedeas bonds issued by Hartford in connection with the unsuccessful appeal of state court litigation by iFresh’s codefendant. Hartford alleges that iFresh guaranteed performance of the bonds and therefore seeks to enforce the indemnification terms thereof against iFresh in addition to the other defendants. On June 14, 2019, Hartford filed a motion for summary judgment against iFresh, arguing that Hartford is entitled to judgment as a matter of law. On July 29, 2019, the Court granted judgment against iFresh in a consented amount of $458,498 for the alleged loss. The Court is still having a hearing on Hartford’s entitlement to attorneys’ fees/costs. The Company has accrued $500,000 for the potential loss and expense associated with this case on December 31, 2018. | ||||||
Unpaid goods purchase | $ 178,953 | ||||||
Unpaid rent | $ 102,792 | ||||||
Attorney fees | $ 14,984 | ||||||
Winking Group LLC [Member] | |||||||
Litigation (Details) [Line Items] | |||||||
Rental payments and additional fee | $ 450,867 | ||||||
Amount in favor of plaintiff | $ 400,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 11 Months Ended | ||
Oct. 31, 2020 | Nov. 30, 2020 | Oct. 09, 2020 | Oct. 05, 2020 | |
Subsequent Events (Details) [Line Items] | ||||
Increase in sales, percentage | 3.00% | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Deposit account | $ 674,000 | |||
Minimum closing bid price (in Dollars per share) | $ 1 | |||
Deposit Account Control Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Loan payments | $ 2,018,664 |