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EX-31.1 - CERTIFICATIONS PURSUANT TO RULE 13A-14(A) OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - Ever-Glory International Group, Inc.f10q0312ex31i_everglory.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2012
 
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
 
For the transition period from ____________ to ____________
 
Commission file number:  0-28806
 
Ever-Glory International Group Inc.
(Exact name of registrant as specified in its charter)
 
Florida
 
65-0420146 
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
Ever-Glory Commercial Center,
509 Chengxin Road, Jiangning Development Zone,
Nanjing, Jiangsu Province,
People’s Republic of China
(Address of principal executive offices)
 
(8625) 5209-6875
 (Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x    No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   x Yes  o No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. o
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o   No x
As of May 8, 2012, 14,765,942 shares of the Company’s common stock, $0.001 par value, were issued and outstanding.

 
 

 
 
EVER-GLORY INTERNATIONAL GROUP, INC.
FORM 10-Q

INDEX
 
 
Page Number
   
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
   
PART I.  FINANCIAL INFORMATION
 
     
Item 1.
4
     
  4
     
  5
     
  6
     
  7
     
Item 2.
15
     
Item 3.
24
     
Item 4.
24
     
PART II.  OTHER INFORMATION
 
     
Item 1.
 
     
Item 1A.
25
     
Item 2.
25
     
Item 3.
25
     
Item 4.
25
     
Item 5.
25
     
Item 6.
25
     
26
 
 
2

 

Cautionary Note Regarding Forward-Looking Statements
 
Statements contained in this Quarterly Report on Form 10-Q, which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, whether expressed or implied, are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to:
 
 
Ÿ
Competition within our industry;
 
Ÿ
Seasonality of our sales;
 
Ÿ
Success of our investments in new product development
 
Ÿ
Our plans and ability to open new retail stores;
 
Ÿ
Success of our acquired businesses;
 
Ÿ
Our relationships with our major customers;
 
Ÿ
The popularity of our products;
 
Ÿ
Relationships with suppliers and cost of supplies;
 
Ÿ
Financial and economic conditions in Asia, Japan, Europe and the U.S.;
 
Ÿ
Anticipated effective tax rates in future years;
 
Ÿ
Regulatory requirements affecting our business;
 
Ÿ
Currency exchange rate fluctuations;
 
Ÿ
Our future financing needs; and
 
Ÿ
Our ability to attract additional investment capital on attractive terms.
 
Forward-looking statements also include the assumptions underlying or relating to any of the foregoing or other such statements. When used in this report, the words “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “continue,” and similar expressions are generally intended to identify forward-looking statements.
 
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the factors described in the Section entitled “Risk Factors” on Form 10-K and other documents we file from time to time with the Securities and Exchange Commission (‘SEC’).

 
3

 
 
PART I.  FINANCIAL INFORMATION
 
 
EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
AS OF MARCH 31, 2012 (UNAUDITED) AND DECEMBER 31, 2011
 
         
ASSETS
 
 
2012
 
2011
 
         
CURRENT ASSETS
       
Cash and cash equivalents
  $ 12,784,302     $ 8,822,581  
Accounts receivable
    36,069,325       50,634,388  
Inventories
    32,091,155       36,874,804  
Value added tax receivable
    1,934,816       1,908,436  
Other receivables and prepaid expenses
    1,206,921       1,122,570  
Advances on inventory purchases
    1,728,313       2,177,544  
Amounts due from related party
    18,444,213       17,623,712  
Total Current Assets
    104,259,045       119,164,035  
                 
LAND USE RIGHT, NET
    3,090,196       2,845,552  
PROPERTY AND EQUIPMENT, NET
    12,638,604       13,210,628  
TOTAL ASSETS
  $ 119,987,845     $ 135,220,215  
                 
LIABILITIES AND EQUITY
 
                 
CURRENT LIABILITIES
               
Bank loans
  $ 25,039,786     $ 29,185,381  
Accounts payable
    29,373,555       41,466,844  
Accounts payable and other payables - related parties
    1,997,708       2,759,003  
Other payables and accrued liabilities
    5,008,484       5,996,434  
Value added and other taxes payable
    2,280,101       2,268,872  
Income tax payable
    314,882       368,714  
Deferred tax liabilities
    2,842,129       2,460,377  
Total Current Liabilities
    66,856,645       84,505,625  
                 
                 
LONG-TERM LIABILITIES
               
Derivative liability
    280,000       390,800  
Total Long-term Liabilities
    280,000       390,800  
TOTAL LIABILITIES
    67,136,645       84,896,425  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
EQUITY
               
Stockholders' equity of the Company:
               
Preferred stock ($.001 par value, authorized 5,000,000 shares,
               
no shares issued and outstanding)
    -       -  
Common stock ($.001 par value, authorized 50,000,000 shares,
               
14,765,942 and 14,760,873 shares issued and outstanding
               
as of March 31, 2012 and December 31, 2011, respectively)
    14,766       14,761  
Additional paid-in capital
    3,542,200       3,532,369  
Retained earnings
    37,098,062       34,976,853  
Statutory reserve
    5,311,921       5,311,921  
Accumulated other comprehensive income
    6,884,251       6,487,886  
Total Stockholders' Equity
    52,851,200       50,323,790  
   
 
   
 
 
TOTAL LIABILITIES AND EQUITY
  $ 119,987,845     $ 135,220,215  
                 
See the accompanying notes to the condensed consolidated financial statements.
 
  
 
4

 
 
EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011 (UNAUDITED)
 
 
 
2012
   
2011
 
           
NET SALES
$
53,226,173
   
$
53,208,237
 
   
 
         
COST OF SALES
 
41,623,185
     
44,096,225
 
   
 
         
GROSS PROFIT
 
11,602,988
     
9,112,012
 
   
 
         
OPERATING EXPENSES
 
 
         
Selling expenses
 
5,834,192
     
3,589,105
 
General and administrative expenses
 
3,005,276
     
2,211,842
 
Total Operating Expenses
 
8,839,468
     
5,800,947
 
   
 
         
INCOME FROM OPERATIONS
 
2,763,520
     
3,311,065
 
               
OTHER (EXPENSES) INCOME
             
Interest income
 
281,484
     
22,473
 
Interest expense
 
(546,041)
     
(262,251
)
Change in fair value of derivative liability
 
110,800
     
195,800
 
Other income
 
36,303
     
23,930
 
Total Other Expenses
 
(117,454
)
   
(20,048
 )
               
INCOME BEFORE INCOME TAX EXPENSE
 
2,646,066
     
3,291,017
 
               
INCOME TAX EXPENSE
 
(524,856
)
   
(679,021
)
               
NET INCOME
 
2,121,210
     
2,611,996
 
               
 OTHER COMPREHENSIVE INCOME:
             
               
Foreign currency translation gain
 
396,366
     
236,835
 
   
 
         
OTHER COMPREHENSIVE INCOME
 
396,366
     
236,835
 
               
COMPREHENSIVE INCOME
$
2,517,576
   
$
2,848,831
 
               
NET INCOME PER SHARE
             
               
Basic and diluted
$
0.14
   
$
0.18
 
Weighted average number of shares outstanding
             
Basic and diluted
 
14,761,687
     
14,753,871
 
 
See the accompanying notes to the condensed consolidated financial statements.
 
 
 
5

 
 
 
EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011 (UNAUDITED)
 
             
   
2012
   
2011
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income
  $ 2,121,210     $ 2,611,996  
Adjustments to reconcile net income to cash provided
 
 
         
by operating activities:
 
 
         
Depreciation and amortization
    1,160,636       790,597  
Change in fair value of derivative liability
    (110,800 )     (195,800 )
Deferred income tax
    381,752       175,187  
Interest on loans from related party
 
- 
      909  
Stock-based compensation
    9,836       10,077  
Changes in operating assets and liabilities
 
 
         
Accounts receivable
    14,852,591       8,802,986  
Accounts receivable - related parties
    7,530       (90,456 )
Inventories
    5,000,492       2,693,438  
Value added tax receivable
    (14,241 )     (821,849 )
Other receivables and prepaid expenses
    (77,904 )     51,288  
Advances on inventory purchases
    464,034       (759,309 )
Amounts due from related party
    (728,657 )     (1,721,674 )
Accounts payable
    (12,273,787 )     (6,706,056 )
Accounts payable and other payables- related parties
    (741,899 )     1,050,714  
Other payables and accrued liabilities
    (1,142,719 )     (756,966 )
Value added and other taxes payable
    11,229       (229,637 )
Income tax payable
    (56,211 )     313,847  
Net cash provided by operating activities
    8,863,092       5,219,292  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchase of property and equipment
    (732,195 )     (458,909 )
Net cash used in investing activities
    (732,195 )     (458,909 )
   
 
         
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
         
Proceeds from bank loans
    13,500,297       17,261,293  
Repayment of bank loans
    (17,834,408 )     (16,023,229 )
Repayment of long term loan from related party
 
- 
      (100,947 )
Net cash (used in) provided by financing activities
    (4,334,111 )     1,137,117  
   
 
         
EFFECT OF EXCHANGE RATE CHANGES ON CASH
    164,935       95,261  
   
 
         
NET INCREASE IN CASH AND CASH EQUIVALENTS
    3,961,721       5,992,761  
   
 
         
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    8,822,581       3,691,653  
   
 
         
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 12,784,302     $ 9,684,414  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         
                 
Cash paid during the period for:
               
Interest
  $ 546,041     $ 261,271  
Income taxes
  $ 214,745     $ 189,694  
 
See the accompanying notes to the condensed consolidated financial statements.
 
 
6

 
 
EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(UNAUDITED)
 
NOTE 1 BASIS OF PRESENTATION
 
Ever-Glory International Group, Inc. (the “Company”), together with its subsidiaries, is an apparel manufacturer, supplier and retailer in The People's Republic of China ("China or "PRC"), with a wholesale segment and a retail segment. The Company’s wholesale business consists of recognized brands for department and specialty stores located in China, Europe, Japan and the United States. The Company’s retail business consists of flagship stores and store-in-stores for the Company’s own-brand products.
 
The Company’s wholesale operations are provided primarily through the Company’s wholly-owned PRC subsidiaries, Goldenway Nanjing Garments Co. Ltd. (“Goldenway”), Nanjing Catch-Luck Garments Co. Ltd. (“Catch-Luck”), Nanjing New-Tailun Garments Co. Ltd (“New-Tailun”), Ever-Glory International Group Apparel Inc.(“Ever-Glory Apparel”) and Nanjing Tai Xin Garments Trading Company Limited (“Tai Xin”) (formed on March 19, 2012), and the Company’s wholly-owned Samoa subsidiary, Ever-Glory International Group (HK) Ltd. (“Ever-Glory HK”).  The Company’s retail operations are provided through its wholly- owned subsidiary, Shanghai LA GO GO Fashion Company Limited (“LA GO GO”).
 
In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the condensed consolidated balance sheet as of March 31, 2012, the condensed consolidated statements comprehensive income for the three months ended March 31, 2012 and 2011, and the condensed consolidated statements of cash flows for the three months ended March 31, 2012 and 2011. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they have been condensed and do not include all of the information and footnotes required by GAAP for complete financial statements. Wholesale revenues are generally higher in the third and fourth fiscal quarters, while retail revenues are generally higher in the first and fourth fiscal quarters. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results of operations to be expected for the full fiscal year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. 
 
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
 
Financial Instruments

Management has estimated that the carrying amounts of non-related party financial instruments approximate their fair values due to their short-term maturities. The fair value of amounts due from (to) related parties is not practicable to estimate due to the related party nature of the underlying transactions.
 
Fair Value Accounting
 
Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

 
Level 1      
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
 
Level 2      
Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
 
Level 3      
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
 
 
7

 
 
At March 31, 2012, the Company’s financial assets (all Level 1) consist of cash placed with financial institutions that management considers to be of a high quality.

As of March 31, 2012 and December 31, 2011, The Company has a derivative liability subject to recurring fair value measurement ( Level 3) with the change in fair value recognized in earnings (Note 5).
 
Foreign Currency Translation and Other Comprehensive Income
 
The reporting currency of the Company is the U.S. dollar. The functional currency of the Company, Ever-Glory HK and Perfect Dream Limited, British Virgin Islands incorporated subsidiary of the Company (“Perfect Dream”) is the U.S. dollar. The functional currency of Goldenway, New Tailun, Catch-luck, Ever-Glory Apparel, Tai Xin and LA GO GO is the Chinese RMB.

For subsidiaries whose functional currency is the RMB, all assets and liabilities were translated at the exchange rate at the balance sheet date; equity was translated at historical rates and items in the statement of comprehensive income were translated at the average rate for the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income. The resulting translation gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Items in the cash flow statement are translated at the average exchange rate for the period. 

NOTE 3 INVENTORIES
 
Inventories at March 31, 2012 and December 31, 2011 consisted of the following:

   
March 31, 2012
   
December 31, 2011
 
Raw materials
 
$
6,518,806
   
$
5,606,073
 
Work-in-progress
   
8,729,433
     
7,919,403
 
Finished goods
   
17,462,957
     
23,916,206
 
     
32,711,196
     
37,441,682
 
Less: allowance for obsolete inventories
   
(620,041)
     
(566,878
)
  Total inventories
 
$
32,091,155
   
$
36,874,804
 

NOTE 4 BANK LOANS

Bank loans represent amounts due to various banks and are generally due on demand or within one year. These loans can be renewed with the banks. Bank loans consisted of the following at March 31, 2012 and December 31, 2011:
 
Bank
 
March 31, 2012
   
December 31, 2011
 
Nanjing Bank
  $ 9,591,516     $ 11,731,223  
Shanghai Pudong Development Bank
    7,957,140       8,966,382  
Industrial and Commercial Bank of China
    316,200       5,294,270  
Bank of Communications
    6,637,390       2,660,562  
The Hong Kong and Shanghai Bank
 
- 
      532,944  
Bank of China
    537,540       -  
    $ 25,039,786     $ 29,185,381  

On August 2, 2010, Goldenway entered into a two-year revolving line of credit agreement with Nanjing Bank, which allows the Company to borrow up to approximately $7.86 million (RMB50 million). As of March 31, 2012, under this agreement, the Company had borrowed approximately $5.38 million (RMB34 million) with annual interest rates of 7.02%, and due on various dates from May to July 2012.  These loans are guaranteed by Jiangsu Ever-Glory International Group Corp. (“Jiangsu Ever-Glory”), an entity controlled by Mr. Kang, the Company’s Chairman and Chief Executive Officer. These loans are also collateralized by the Company’s property and equipment.

On March 11, 2010, Ever-Glory Apparel entered into an one-year line of credit agreement for approximately $7.86 million (RMB50 million) with Nanjing Bank. The agreement has been extended until April 6, 2013. As of March 31, 2012, $1.05 million of bank loans was outstanding under this agreement, with an annual interest rate from 5.53% to 5.58%, due on various dates from April to May 2012, and collateralized by approximately $1.3 million of accounts receivable from wholesale customers. These bank loans are to be repaid upon receipt of payments from customers. At March 31, 2012, approximately $6.81 million was unused and available. Approximately $0.77 million was repaid in April 2012.
 
 
8

 
 
As of March 31, 2012, LA GO GO had borrowed $1.58 million (RMB10.0 million) from Nanjing Bank with an annual interest rate of 7.87% and due on various dates from April 2012 to June 2012. Approximately $0.79 million was repaid in April 2012.This loan is guaranteed by Jiangsu Ever-Glory and Mr. Kang.

As of March 31, 2012, New Tailun had borrowed $1.58 million (RMB 10.0 million) from Nanjing Bank with an annual interest rate of 8.6% and due in June 2012. This loan is guaranteed by Jiangsu Ever-Glory and Mr. Kang.

As of March 31, 2012, Ever-Glory Apparel had borrowed $1.63 million from Shanghai Pudong Development Bank with an annual interest rate from 7.02% to 7.54%. The loan is guaranteed by Goldenway, and collateralized by approximately $2.1 million of accounts receivable from wholesale customers. This loan is due in May 2012.

On January 4, 2011, Goldenway entered into a new one-year line of credit agreement for approximately $6.32 million (RMB40 million) with Shanghai Pudong Development Bank. As of March 31, 2012, Goldenway had borrowed the maximum amount available under the line of $6.32 million (RMB40 million), with an annual interest rate of 7.55%. These loans are collateralized by certain properties and land use rights of Goldenway, and are due in November 2012.

As of March 31, 2012, Ever-Glory Apparel had borrowed $0.32 million (RMB2.0 million) from the Industrial and Commercial Bank of China with an annual interest rate of 6.1%. The loan is due in June 2012, and is guaranteed by Jiangsu Ever-Glory.

As of March 31, 2012, Ever-Glory Apparel had borrowed $5.06 million from the Bank of Communications with an annual interest rate of 7.08%, and due in March 2013. The loan is guaranteed by Jiangsu Ever-Glory and the Company's chairman and CEO, Mr. Kang. In addition, Ever-Glory Apparel had borrowed $1.58 million from the Bank of Communications with annual interest rates ranging from 3.96% to 4.08%, due on various dates from April 2012 to June 2012, guaranteed by Jiangsu Ever-Glory and Mr. Kang, and collateralized by approximately $1.98 million of accounts receivable from wholesale customers. Approximately $0.23 million was repaid in April 2012.

As of March 31, 2012, Ever-Glory Apparel had borrowed $0.54 million from the Bank of China with an annual interest rate of 6.53%. The loan is guaranteed by Goldenway, and collateralized by approximately $0.7 million of accounts receivable from wholesale customers. This loan was paid full in April 2012.

On July 29, 2011, Ever-Glory Apparel and Perfect Dream collectively entered into a secured banking facility agreement for a combined revolving import facility, letter of credit, invoice financing facilities and a credit line for treasury products of up to $7.0 million with the Nanjing Branch of HSBC (China) Company Limited (“HSBC”). This agreement is guaranteed by the Company and Mr. Kang. As of March 31, 2012, no amounts were outstanding  under this agreement.
  
Total interest expense on bank loans for the three months ended March 31, 2012 and 2011 amounted to $546,041 and $261,271, respectively.

NOTE 5 DERIVATIVE WARRANT LIABILITY
 
The Company has warrants outstanding to purchase an aggregate of 840,454 shares of Company common stock, which warrants require liability classification because of certain provisions that may result in an adjustment to their exercise price. The liability has been adjusted to fair value as of March 31, 2012 and 2011, resulting in a decrease in the liability and increase in other income of $110,800 and $195,800 for the three months ended March 31, 2012 and 2011, respectively.
 
NOTE 6 INCOME TAX
 
Pre-tax income for the three months ended March 31, 2012 and 2011 was taxable in the following jurisdictions:
 
   
2012
   
2011
 
PRC
  $  1,767,942      $ 2,979,061  
Samoa
    (64,363 )     292,080  
BVI
    830,523       (170,842 )
Others
    111,964       190,718  
 
  $ 2,646,066     $ 3,291,017  
 
 
9

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

Below is a summary of the income tax rates for each of our PRC subsidiaries in 2011 and 2012.
 
   
Goldenway
   
New-Tailun
   
Catch-Luck
   
LA GO GO
   
Ever-Glory Apparel
   
Tai Xin
 
2011
    25.0 %     25.0 %     25.0 %     25.0 %     25.0 %     %
2012
    25.0 %     25.0 %     25.0 %     25.0 %     25.0 %     25.0 %
 
Perfect Dream was incorporated in the British Virgin Islands (BVI), and under the current laws of the BVI dividends and capital gains arising from the Company’s investments in the BVI are not subject to income taxes.

Ever-Glory HK was incorporated in Samoa on September 15, 2009, and under the current laws of Samoa has no liabilities for income tax.

The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the three months ended March 31, 2012 and 2011:
  
 
2012
   
2011
 
PRC statutory rate
   
25.0
%
   
25.0
%
Non-taxable items
   
(1.4
)
   
(2.0
Effect of foreign income tax rates
   
(7.2
)
   
(0.9
)
Income tax exemption
   
   (0.1
   
(0.1
)
Other
   
3.5
     
(1.4
)
Effective income tax rate
   
19.8
%
   
20.6
%
  
Income tax expense for the three months ended March 31, 2012 and 2011 is as follows:
 
   
2012
   
2011
 
             
Current
 
$
143,104
   
$
503,834
 
Deferred
   
381,752
     
175,187
 
Income tax expense
 
$
524,856
   
$
679,021
 
 
NOTE 7 EARNINGS PER SHARE
 
The following demonstrates the calculation for earnings per share for the three months ended March 31, 2012 and 2011:
 
   
2012
   
2011
 
Net income
 
$
2,121,210
   
$
2,611,996
 
                 
Weighted average number of common shares –Basic and diluted
   
14,761,687
     
14,753,871
 
                 
Earnings per share –Basic and diluted
 
$
0.14
   
$
0.18
 

For each of the three months ended March 31, 2012 and 2011, the Company excluded 840,454 warrants outstanding from diluted earnings per share because the exercise price of $3.20 exceeded the average trading price of $1.75 and $2.15 for the three months ended March 31, 2012 and 2011, respectively, making these warrants anti-dilutive.
 
NOTE 8 STOCKHOLDERS’ EQUITY
 
On March 14, 2012, the Company issued an aggregate of 3,346 shares of its common stock to the Company’s three independent directors as compensation for their services in the third and fourth quarters of 2011. The shares were valued at $1.94 per share, which was the average market price of the common stock for the five days before the grant date.

 
10

 
 
On March 21, 2012, the Company issued an aggregate of 1,723 shares of its common stock to one of the Company’s independent director as compensation for her services in the third and fourth quarters of 2011. The shares were valued at $1.94 per share, which was the average market price of the common stock for the five days before the grant date.

NOTE 9 RELATED PARTY TRANSACTIONS
 
Mr. Kang is the Company’s Chairman and Chief Executive Officer.  Ever-Glory Enterprises (H.K.) Ltd. (“Ever-Glory Enterprises”) is the Company’s major shareholder.  Mr. Xiaodong Yan is Ever-Glory Enterprises’ sole shareholder. All transactions associated with the following companies controlled by Mr. Kang or Mr. Yan are considered to be related party transactions, and it is possible that the terms of these transactions may not be the same as those that would result from transactions between unrelated parties. All related party outstanding balances are short-tem in nature and are expected to be settled in cash.
 
Other income from Related Parties
 
Included in other income for the three months ended March 31, 2012 and 2011 is rent revenue from entities controlled by Mr. Kang under operating lease agreements with various terms though 2015 as follows:

   
March 31, 2012
   
March 31, 2011
 
EsCeLav
 
$
2,964
   
$
2,854
 
Jiangsu Heng-rui
           
5,365
 
Nanjing Eight-One-Five Hi-tech (M&E) Co.,Ltd.
   
3,953
     
3,805
 
Total
 
$
6,917
   
$
12,024
 
 
Purchases from, and Sub-contracts with Related Parties
 
In connection with the Company’s tax planning strategies relating to value-added taxes, raw materials are sourced by the Company in the PRC and shipped to related party contract manufacturers in Vietnam and Cambodia. The raw materials were originally purchased by the Company, and, through a series of transactions, were sold at cost to, and repurchased at cost from, Jiangsu Ever-Glory. These transactions amounted to approximately $1.1 million (RMB7.5 million) during the three months ended March 31, 2011, and have been netted against each other for financial reporting purposes.  There were no such transactions in 2012.
 
The Company purchased raw materials from Nanjing Knitting totaling $634,609 and $110,945 during the three months ended March 31, 2012 and 2011, respectively.
 
In addition, the Company sub-contracted certain manufacturing work to related companies totaling $2,815,808 and $1,530,418 for the three months ended March 31, 2012 and 2011, respectively. The Company provided raw materials to the sub-contractors and was charged a fixed fee for labor provided by the sub-contractors.
 
Sub-contracts with related parties included in cost of sales for the three months ended March 31, 2012 and 2011 are as follows:
 
   
March 31, 2012
   
March 31, 2011
 
Nanjing High-Tech
 
$
634,609
   
$
23,710
 
Nanjing Ever-Kyowa
   
165,217
     
227,640
 
Ever-Glory Vietnam
   
829,469
     
898,253
 
Ever-Glory Cambodia
   
1,186,513
     
369,819
 
EsC'eLav
   
5,948
     
10,996
 
Jiangsu Ever-Glory     3,814       -  
  Total
 
$
2,825,570
   
$
1,530,418
 
 
 
11

 
 
Accounts Payable – Related Parties
 
The Company purchases raw materials from and subcontracts some of its production to related parties. Accounts payable to related parties at March 31, 2012 and December 31, 2011 are as follows:
 
   
March 31, 2012
   
December 31, 2011
 
Nanjing Knitting
 
$
1,290,477
   
$
661,139
 
Nanjing Ever-Kyowa
   
271,111
     
436,030
 
Ever-Glory Vietnam
   
262,953
     
1,305,696
 
Ever-Glory Cambodia
   
173,167
     
330,047
 
Kunshan Enjin
   
-
     
26,091
 
  Total
 
$
1,997,708
   
$
2,759,003
 
 
Amounts Due From Related Party
 
The amounts due from related parties at March 31, 2012 and December 31, 2011 are as follows:
 
   
March 31, 2012
   
December 31, 2011
 
EsC'eLav
  $ 16,190     $ 23,565  
Jiangsu Ever-Glory
    18,428,023       17,600,147  
  Total
  $ 18,444,213     $ 17,623,712  
 
Jiangsu Ever-Glory engages in importing/exporting, apparel-manufacture, real-estate development, car sales and other activities. Jiangsu Ever-Glory is controlled by the Company’s Chief Executive Officer. Because of restrictions on its ability to directly import and export products, the Company utilizes Jiangsu Ever-Glory as its agent to assist the Company with its import and export transactions and its international transportation projects. Import transactions primarily consist of purchases of raw materials and accessories designated by the Company’s customers for use in garment manufacture. Export transactions consist of the Company’s sales to foreign markets such as Japan, Europe and the United States. As the Company’s agent, Jiangsu Ever-Glory’s responsibilities include managing customs, inspection, transportation, insurance and collections on behalf of the Company. Jiangsu Ever-Glory also manages transactions denominated in currencies other than the Chinese RMB at rates of exchange agreed between the Company and Jiangsu Ever-Glory and based upon rates of exchange quoted by the People’s Bank of China. In return for these services, Jiangsu Ever-Glory charged the Company a fee of approximately 3% of export sales manufactured in China and 1% of export sales manufactured overseas. For import transactions, the Company may make advance payments, through Jiangsu Ever-Glory, for the raw material purchases, or Jiangsu Ever-Glory may make advance payments on the Company’s behalf. For export transactions, accounts receivable for export sales are remitted by the Company’s customers through Jiangsu Ever-Glory, who forwards the payments to the Company. The Company and Jiangsu Ever-Glory have agreed that balances from import and export transactions may be offset. Amounts due to (from) Jiangsu Ever-Glory are typically settled within 60-90 days. Interest of 0.5% is charged on net amounts due at each month end. Interest income for the three months ended March 31, 2012 and 2011 was $272,736 and $19,116, respectively. Following is a summary of import and export transactions for the three months ended March 31, 2012:

   
Accounts Receivable
   
Accounts Payable
   
Net
 
As of January 1, 2012
 
$
19,999,373
   
$
2,399,226
   
$
17,600,147
 
Sales
 
$
3,446,505
     
2,586,316 
      -  
Payments Received/Made
 
$
41,720
   
$
9,407
      -  
As of March 31,2012
 
$
23,404,158
   
$
4,976,135
   
$
18,428,023
 
 
Approximately 8.5% of the receivable balance at March 31, 2012 was settled by May 8, 2012.

Loan from Related Party
 
As of January 1, 2010 the Company owed $1.0 million to Blue Power Holdings Limited, a company controlled by the Company’s Chief Executive Officer. Interest was charged at 6% per annum on the amounts due. The loans were paid in full in April 2011.

NOTE 10 CONCENTRATIONS AND RISKS

The Company extends unsecured credit to its customers in the normal course of business and generally does not require collateral. As a result, management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. Based on management’s assessment of the amount of probable credit losses, if any, in existing accounts receivable, management has concluded that no allowance for doubtful accounts is necessary at March 31, 2012 and December 31, 2011. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of accounts receivable. In the analysis, management primarily considers the age of the customer’s receivable and also considers the credit worthiness of the customer, the economic conditions in the customer’s industry, and general economic conditions and trends, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts.  If judgments regarding the collectability of accounts receivables are incorrect, adjustments to the allowance may be required, which would reduce profitability. 
  
 
12

 
 
For the three-month period ended March 31, 2012, the Company had two wholesale customers that represented approximately 15% and 13% of the Company’s revenues. For the three-month period ended March 31, 2011, the Company had two wholesale customers that represented approximately 19% and 16% of the Company’s revenues. 
 
For the wholesale business, the Company did not rely on any one raw material supplier during the three months ended March 31, 2012 and 2011.
 
For the retail business, the Company relied on two raw materials suppliers that represented approximately 24% and 11% of raw material purchases during the three months ended March 31, 2012. The Company relied on two raw materials suppliers that represented approximately 11% each of raw materials purchases during the three months ended March 31, 2011.

For the wholesale business, during the three months ended March 31, 2012, the Company relied on three manufacturers for 15%, 12% and 11% of purchased finished goods, and during the three months ended March 31, 2011, the Company relied on one manufacturer for 11% of purchased finished goods.

For the retail business, the Company did not rely on any one supplier of purchased finished goods during the three months ended March 31, 2012, and during the three months ended March 31, 2011 the Company relied on one supplier for approximately 11% of purchased finished goods.

The Company’s revenues for the three months ended March 31, 2012 and 2011 were earned in the following geographic areas:

   
2012
   
2011
 
The People’s Republic of China
 
$
30,508,481
   
$
25,819,468
 
Germany
   
5,464,693
     
8,740,575
 
Europe-Other
   
7,929,592
     
7,585,136
 
Japan
   
6,107,149
     
5,952,088
 
United States
   
3,216,258
     
5,110,970
 
Total
 
$
53,226,173
   
$
53,208,237
 
 
NOTE 11 SEGMENTS
 
The Company reports financial and operating information in the following two segments:
 
(a)  Wholesale segment
 
(b)  Retail segment
 
 
13

 
 
The Company also provides general corporate services to its segments and these costs are reported as "corporate and others”:
 
   
Wholesale segment
   
Retail segment
   
Corporate and others
   
Total
 
March 31,2012
                       
Segment profit or loss:
                       
Net revenue from external customers
 
$
30,660,523
   
$
22,565,650
   
$
-
   
$
53,226,173
 
Income from operations
 
$
2,527,004
   
$
236,516
   
$
-
   
$
2,763,520
 
Interest income
 
$
278,229
   
$
3,185
   
$
 -
   
$
281,484
 
Interest expense
 
$
514,561
   
$
31,480
   
$
-
   
$
546,041
 
Depreciation and amortization
 
$
250,465
   
$
910,171
   
$
 -
   
$
1,160,636
 
Income tax expense
 
$
472,405
   
$
52,451
   
$
 -
   
$
524,856
 
                                 
March 31,2011
                               
Segment profit or loss:
                               
Net revenue from external customers
 
$
40,609,356
   
$
12,598,881
   
$
-
   
$
53,208,237
 
Income (loss) from operations
 
$
2,882,148
   
$
311,577
   
$
117,340
   
$
3,311,065
 
Interest income
 
$
21,889
   
$
584
   
$
 -
   
$
22,473
 
Interest expense
 
$
257,976
   
$
3,090
   
$
1,185
   
$
262,251
 
Depreciation and amortization
 
$
241,348
   
$
549,249
   
$
 -
   
$
790,597
 
Income tax expense
 
$
601,568
   
$
77,453
   
$
 -
   
$
679,021
 
 
 
14

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

The following discussion and analysis of our financial condition and results of operations for the three months  ended March 31, 2012 should be read in conjunction with the Financial Statements and corresponding notes included in this Quarterly Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements.
  
Overview
 
Our Business
 
We are a leading apparel supply-chain manager and retailer in China. We are listed on the NYSE Amex under the symbol of “EVK”.
 
We classify our businesses into two segments: Wholesale and Retail. Our wholesale business consists of wholesale-channel sales made principally to famous brands and department stores located throughout Europe, the U.S., Japan and the People’s Republic of China (“PRC”). We focus on well-known, middle-to-high grade casual wear, sportswear, and outerwear brands. Our retail business consists of retail-channel sales directly to consumers through retail stores located throughout the PRC.
 
Although we have our own manufacturing facilities, we currently outsource most of the manufacturing to our long-term contractors as part of our overall business strategy. We believe outsourcing allows us to maximize our production capacity and maintain flexibility while reducing capital expenditures and the costs of keeping skilled workers on production lines during low seasons. We oversee our long-term contractors with our advanced management solutions and inspect products manufactured by them to ensure that they meet our high quality control standards and timely delivery. 
 
 
15

 
 
Wholesale Business
 
We conduct our original design manufacturing (“ODM”) operations through six wholly-owned subsidiaries which are located in the Nanjing Jiangning Economic and Technological Development Zone and Shang Fang Town in the Jiangning District in Nanjing, China: Ever-Glory International Group Apparel Inc. (“Ever-Glory Apparel”), Goldenway Nanjing Garments Company Limited (“Goldenway”), Nanjing New-Tailun Garments Company Limited (“New Tailun”), Nanjing Catch-Luck Garments Co., Ltd. (“Catch-Luck”), Ever-Glory International Group (HK) Ltd. (“Ever-Glory HK”), and Nanjing Tai Xin Garments Trading Company Limited (“Tai Xin”).

Retail Business
 
We conduct our retail operations through Shanghai LA GO GO Fashion Company Limited (“LA GO GO”), a wholly-owned subsidiary of Ever-Glory Apparel.
 
Business Objectives

Wholesale Business

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

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

 
Ÿ
Expand the global sourcing network
     
 
Ÿ
Expand our overseas low-cost manufacturing base (outside of mainland China);

 
Ÿ
Focus on high value-added products and continue our strategy to produce mid to high end apparel

 
Ÿ
Continue to emphasize on product design and technology utilization.

 
Ÿ
Seek strategic acquisitions of international distributors that could enhance global sales and our distribution network
     
 
Ÿ
Maintain stable revenue increase in the markets while shifting focus to higher margin wholesale markets such as mainland China.

Retail Business
 
The business objective for our retail segment is to establish a leading brand of women’s apparel and to build a nationwide retail network in China. As of March 31, 2012, we have 484 stores (including store-in-stores) which included 26 stores that were opened and 9 stores that were closed in first quarter of 2012.
 
We believe that our growth opportunities and continued investment initiatives include:

 
Ÿ
Build the LA GO GO brand to be recognized as a major player in the mid-end women's apparel market in China;
     
 
Ÿ
Expand the LA GO GO retail network throughout China

 
Ÿ
Improve the LA GO GO retail stores’ efficiency and increase same-store sales
     
  
Ÿ
Continue to launch LA GO GO flagship stores in Tier-1 Cities and increase penetration and coverage in Tier-2 and Tier-3 Cities
     
 
Ÿ
Become a multi-brand operator by seeking opportunities for long-term cooperation with reputable international brands and by facilitating international brands entry into the Chinese market.
 
 
16

 
 
Seasonality of Business
 
Our business is affected by seasonal trends, with higher levels of wholesale sales in our third and fourth quarters and higher retail sales in our first and fourth quarters. These trends primarily result from the timing of seasonal wholesale shipments and holiday periods in the retail segment.
 
Collection Policy
 
Wholesale business
 
For our new customers, we generally require orders placed to be backed by letters of credit. For our long-term and established customers with a good payment track record, we generally provide payment terms between 30 to 120 days following delivery of finished goods.
 
Retail business
 
For store-in-store shops, we generally receive payments from the stores between 60 and 90 days following the date of the register receipt. For our own flagship stores, we receive payments at the same time of the register receipt.
 
Global Economic Uncertainty
 
Our business is dependent on consumer demand for our products. We believe that the significant uncertainty in the global economy and a slowdown in the United States and European economies have increased our clients’ sensitivity to the cost of our products. We have experienced continued pricing pressure. If the global economic environment continues to be weak, these worsening economic conditions could have a negative impact on our sales growth and operating margins in our wholesale segment in 2012.
 
In addition, economic conditions in the United States and in foreign markets in which we operate could substantially affect our sales and profitability and our cash position and collection of accounts receivable. Global credit and capital markets have experienced unprecedented volatility and disruption. Business credit and liquidity have tightened in much of the world. Some of our suppliers and customers may face credit issues and could experience cash flow problems and other financial hardships. These factors currently have not had an impact on the timeliness of receivable collections from our customers. We cannot predict at this time how this situation will develop and whether accounts receivable may need to be allowed for or written off in the coming quarters.
 
Despite the various risks and uncertainties associated with the current global economy, we believe our core strengths will continue to allow us to execute our strategy for long-term sustainable growth in revenue, net income and operating cash flow.
 
Summary of Critical Accounting Policies
 
We have identified critical accounting policies that, as a result of judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operation involved could result in material changes to our financial position or results of operations under different conditions or using different assumptions.
 
Revenue Recognition
 
We recognize wholesale revenue from product sales, net of value-added taxes, upon delivery for local sales and upon shipment of the products for export sales, at such time title passes to the customer provided however that (i) there are no uncertainties regarding customer acceptance (ii) persuasive evidence of an arrangement exists (iii) the sales price is fixed and determinable, and (iv) collectability is deemed probable. We recognize wholesale revenue from manufacturing fees charged to buyers for the assembly of garments from materials provided by the buyers upon completion of the manufacturing process and shipment of the products for export sales, provided that (i)there are no uncertainties regarding customer acceptance (ii) persuasive evidence of an arrangement exists (iii) the sales price is fixed and determinable, and (iv)  collectability is deemed probable. Retail sales are recorded at the time of register receipt.
 
Estimates and Assumptions
 
In preparing our consolidated financial statements, we use estimates and assumptions that affect the reported amounts and disclosures. Our estimates are often based on complex judgments, probabilities and assumptions that we believe to be reasonable, but that are inherently uncertain and unpredictable. We are also subject to other risks and uncertainties that may cause actual results to differ from estimated amounts. Significant estimates in 2012 and 2011 include the assumptions used to value warrants and the estimates of the allowance for deferred tax assets.
 
 
17

 
 
Results of Operations

The following table summarizes our results of operations for the three months ended March 31, 2012 and 2011. The table and the discussion below should be read in conjunction with the condensed consolidated financial statements and the notes thereto appearing elsewhere in this report.
 
     
Three Months Ended March 31,
 
     
2012
     
2011
 
     
(in U.S. Dollars, except for percentages)
 
Sales
 
$
53,226,173
     
100.0
%
 
$
53,208,237
     
100.0
%
Gross Profit
 
$
11,602,988
     
21.8
%
 
$
9,112,012
     
17.1
%
Operating Expense
 
$
8,839,468
     
16.6
%
 
$
5,800,947
     
10.9
%
Income From Operations
 
$
2,763,520
     
5.2
%
 
$
3,311,065
     
6.2
%
Other Expenses (Income)
 
$
(117,454
)
   
(0.1
)%
 
$
(20,048
)
   
(0.1
)%
Income Tax Expense
 
$
524,856
     
1.0
%
 
$
679,021
     
1.3
%
Net Income
 
$
2,121,210
     
4.0
%
 
$
2,611,996
     
4.9
%

Revenue
 
The following table sets forth a breakdown of our total sales, by region, for the three months ended March 31, 2012 and 2011.
 
                           
Growth in 2012
 
                           
compared with
 
   
2012
   
% of total sales
   
2011
   
% of total sales
   
2011
 
Wholesales business
                             
The People’s Republic of China
 
$
  7,942,831
     
     14.9
%
 
$
13,220,587
     
24.8
%
   
(39.9
)%
Germany
   
  5,464,693
     
     10.3
     
8,740,575
     
16.4
     
(37.5
Europe-Other
   
  7,929,592
     
     14.9
     
7,585,136
     
14.3
     
4.5
 
Japan
   
  6,107,149
     
     11.5
     
5,952,088
     
11.2
     
2.6
 
United States
   
  3,216,258
     
      6.0
     
5,110,970
     
9.6
     
(37.1
Total wholesales business
   
 30,660,523
     
     57.6
     
40,609,356
     
76.3
     
(24.5
Retail business
   
 22,565,650
     
     42.4
     
12,598,881
     
23.7
     
79.1
 
Total
 
$
 53,226,173
     
100.0
%
 
$
53,208,237
     
100.0
%
   
0.0
%
 
Sales for the three months ended March 31, 2012 and 2011 were both $53.2 million.

Sales generated from our wholesale business contributed 57.6% or $30.7 million of our total sales for the three months ended March 31, 2012, a decrease of 24.5% compared to $40.6 million in the three months ended March 31, 2011. This decrease was primarily attributable to decreased sales in the PRC, Germany, and the United States. The reduced sales in the wholesale segment was primarily due to the following factors (i) due to the worsening European debt crisis, high unemployment rates in the United States, and global economic uncertainty and instability, the advanced economies represented by Europe and the US are recovering slowly, which seriously impacted China's apparel exports, so, our overseas wholesale business also faced declining orders; (ii) domestic apparel market demand was hurt by the warmer than expected weather in the typical peak season in the fourth quarter of 2011 and the first quarter of 2012, which caused purchases by retailers to drop significantly in the first quarter of 2012. Therefore, our wholesale business declined in the first quarter of 2012.

Sales generated from our retail business contributed 42.4% or $22.6 million of our total sales for the three months ended March 31, 2012, an increase of 79.1% compared to 23.7% or $12.6 million in the three months ended March 31, 2011. This increase was primarily due to the increase in same store sales and new stores opened. We had 484 LA GO GO stores as of March 31, 2012, compared to 305 LA GO GO stores at March 31, 2011.
 
 
18

 
 
Costs and Expenses
 
Cost of Sales and Gross Margin
 
Cost of goods sold includes the direct raw material cost, direct labor cost, and manufacturing overhead including depreciation of production equipment and rent, consistent with the revenue earned. Cost of goods sold excludes warehousing costs, which historically have not been significant.
  
The following table sets forth the components of our cost of sales and gross profit both in amounts and as a percentage of total sales for the three months ended March 31, 2012 and 2011.

   
Three months ended March 31,
   
Growth (Decrease) in 2012 compared
 
   
2012
   
2011
   
with 2011
 
   
(in U.S. dollars, except for percentages)
             
Net Sales for Wholesale Sales
 
$
30,660,523
     
100.0
%
 
$
40,609,356
     
100.0
%
   
(24.5)
%
Raw Materials
   
14,236,635
     
46.4
     
20,330,231
     
50.1
     
(30.0
Labor
   
908,738
     
3.0
     
846,510
     
2.1
     
7.4
 
Outsourced Production Costs
   
9,640,526
     
31.4
     
13,450,308
     
33.1
     
(28.3
Other and Overhead
   
230,751
     
0.8
     
197,618
     
0.5
     
16.8
 
Total Cost of Sales for Wholesale
   
25,016,650
     
81.6
     
34,824,667
     
85.8
     
(28.2
Gross Profit for Wholesale
   
5,643,873
     
18.4
     
5,784,689
     
14.2
     
(2.4
Net Sales for Retail
   
22,565,650
     
100.0
     
12,598,881
     
100.0
     
79.1
 
Production Costs
   
7,869,084
     
34.9
     
4,326,318
     
34.3
     
81.9
 
Rent
   
8,737,451
     
38.7
     
4,945,240
     
39.3
     
76.7
 
Total Cost of Sales for Retail
   
16,606,535
     
73.6
     
9,271,558
     
73.6
     
79.1
 
Gross Profit for Retail
   
5,959,115
     
26.4
     
3,327,323
     
26.4
     
79.1
 
Total Cost of Sales
   
41,623,185
     
78.2
     
44,096,225
     
82.9
     
(5.6
Gross Profit
 
$
11,602,988
     
21.8
%
 
$
9,112,012
     
17.1
%
   
27.3
%
 
Raw material costs for our wholesale business were 46.4% of our total wholesale business sales in the three months ended March 31, 2012, a decrease of 3.7% compared to 50.1% in the three months ended March 31, 2011.  The decrease was mainly due to decreased raw materials prices.
 
Labor costs for our wholesale business were 3.0% of our total wholesale business sales in the three months ended March 31, 2012, an increase of 0.9% compared to 2.1% in the three months ended March 31, 2011. The increase was mainly due to decreased  outsourced production.
 
Outsourced manufacturing costs for our wholesale business were 31.4% of our total wholesale business sales in the three months ended March 31, 2012, a decrease of 1.7% compared to 33.1% in the three months ended March 31, 2012. This decrease was primarily attributable to: (i) the outsourced manufacturing costs in the PRC decreased because we had available domestic capacity in the three months ended March 31, 2012, compared with limited capacity in the three months ended March 31, 2011, and our Chinese suppliers were willing to lower their prices due to their excess production capacity (ii) outsourced orders to our related entities in Vietnam and Cambodia, which have lower labor costs compared to orders outsourced to Chinese factories.
 
Overhead and other expenses for our wholesale business accounted for 0.8% of our total wholesale business sales for the three months ended March 31, 2012, an increase of 0.3% compared to 0.5% of total sales for the three months ended March 31, 2011. This increase was mainly because of decreased outsourced production.

For our wholesale business gross profit for the three months ended March 31, 2012 was $5.6 million, a decrease of 2.4% compared to the three months ended March 31, 2011. Gross margin was 18.4% for the three months ended March 31, 2012, an increase of 4.2% compared to 14.2% for the three months ended March 31, 2011. The increase was mainly due to decreased raw materials prices and outsourced manufacturing costs.
 
 
19

 
 
Production costs for our retail business were $7.9 million during the three months ended March 31, 2012 compared to $4.3 million during the three months ended March 31, 2011. As a percentage of retail sales, retail production costs accounted for 34.9% of our total retail sales in the three months ended March 31, 2012, compared to 34.3% of total retail sales in the three months ended March 31, 2011. The increase was due to reduced sales prices for increased sales volume.
 
Rent costs for our retail business were $8.7 million for the three months ended March 31, 2012 compared to $4.9 million for the three months ended March 31, 2011. As a percentage of sales, rent costs accounted for 38.7% of our total retail sales for the three months ended March 31, 2012, compared to 39.3% of total retail sales for the three months ended March 31, 2011. Total rent costs increased as a result of the increase in the number of our stores. The decrease in rent costs as a percentage of total retail sales was due to an increase in same store sales in 2012.

Gross profit in our retail business for the three months ended March 31, 2012 was $6.0 million and gross margin was 26.4%. Gross profit in our retail business for the three months ended March 31, 2011 was $3.3 million and gross margin was 26.4%.

Total cost of sales for the three months ended March 31, 2012 was $41.6 million, compared to $44.1 million for the three months ended March 31, 2011, a decrease of 5.6%. As a percentage of total sales, cost of sales decreased to 78.2% of total sales for the three months ended March 31, 2012, compared to 82.9% of total sales for the three months ended March 31, 2011. Consequently, gross margin increased to 21.8% for the three months ended March 31, 2012 from 17.1% for the three months ended March 31, 2011.
 
Selling, General and Administrative Expenses
 
Our selling expenses consist primarily of local transportation, unloading charges, product inspection charges, salaries for retail staff and decoration and marketing expenses associated with our retail business.

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

Costs of our distribution network that are excluded from cost of sales consist of local transportation and unloading charges, and product inspection charges. Accordingly our gross profit amounts may not be comparable to those of other companies who include these amounts in cost of sales.
 
 
Three Months Ended March 31,
       
 
2012
 
2011
   
Increase
 
 
(in U.S. Dollars, except for percentages)
       
Gross Profit
  $ 11,602,988       21.8 %   $ 9,112,012       17.1 %     27.3 %
Operating Expenses:
 
 
   
 
                         
Selling Expenses
    5,834,192       11.1 %     3,589,105       6.7       62.6  
General and Administrative Expenses
    3,005,276       5.6 %     2,211,842       4.2       35.9  
Total
  $ 8,839,468       16.6 %   $ 5,800,947       10.9       52.4  
Income from Operations
  $ 2,763,520       5.2 %   $ 3,311,065       6.2 %     (16.5 )%
                                         
Selling expenses increased 62.6% to $5.8 million for the three months ended March 31, 2012 from $3.6 million for the three months ended March 31, 2011. The increase was attributable to the increased number of retail employees and increased average salaries, as well as increased store decoration and marketing expenses associated with the promotion of the LA GO GO brand.

General and administrative expenses increased 35.9% to $3.0 million for the three months ended March 31, 2012 from $2.2 million for the three months ended March 31, 2011. As a percentage of total sales, general and administrative expenses increased to 5.6% of total sales for the three months ended March 31, 2012, compared to 4.2% of total sales for the three months ended March 31, 2011. The increase was attributable to an increase in payroll for additional management and design and marketing staff as a result of our business expansion.

Income from Operations
 
Income from operations decreased 16.5% to $2.8 million for the three months ended March 31, 2012 from $3.3 million for the three months ended March 31, 2011.  As a percentage of sales, income from operations accounted for 5.2% of our total sales  for the three months ended March 31, 2012, a decrease of 1.0% compared to the three months ended March 31, 2011 as a result of increasing selling expenses and  general and administrative expenses, as well as reduced retail sales prices.

 
20

 
 
Interest Expense
 
Interest expense was $0.5 million for the three months ended March 31, 2012, an increase of 108.2% compared to the same period in 2011. The increase was due to the increased bank loans as a result of our business expansion, from $19.5 million at March 31, 2011 to $25.0 million at March 31, 2012.

Change in fair value of derivative liability

Change in fair value of derivative liability was a gain of $0.1 million and $0.2 million, based on the Binnomial Lattice model, for the three months ended March 31, 2012 and 2011, respectively.
 
Income Tax Expenses
 
Income tax expense for the three months ended March 31, 2012 was $0.5 million, a decrease of 22.7% compared to the same period of 2011. The decrease was primarily due to lower taxable income.

Our PRC subsidiaries are governed by the Income Tax Law of the PRC concerning Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws. Each of our consolidated entities files its own separate income tax return.
 
Below is a summary of the income tax rate for each of our PRC subsidiaries in 2011 and 2012:
 
   
Goldenway
   
New-Tailun
   
Catch-Luck
   
LA GO GO
   
Ever-Glory Apparel
   
Tai Xin
 
2011
    25.0 %     25.0 %     25.0 %     25.0 %     25.0 %     - %
2012
    25.0 %     25.0 %     25.0 %     25.0 %     25.0 %     25.0 %
 
Perfect Dream Limited was incorporated in the British Virgin Islands on July 1, 2004, and has no income tax.
 
Ever-Glory International Group (HK) Ltd was incorporated in Samoa on September 15, 2009, and has no liabilities for income tax.
 
The Company was incorporated in the United States and has incurred net operating losses for income tax purposes through 2010. The net operating loss carries forwards for United States income taxes may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, through 2031. Management believes that the realization of the benefits from these losses is uncertain due to our limited operating history and continuing losses for United States income tax purposes. Accordingly, we provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero.

Net Income
 
Net income for the three months ended March 31, 2012 was $2.1 million, a decrease of 18.8% compared to the same period in 2011. Our diluted earnings per share were $0.14 and $0.18 for the three months ended March 31, 2012 and 2011, respectively. This decrease was primarily due to the decrease in our net income.
 
Summary of Cash Flows
 
Net cash provided by operating activities was $ 8.9 million and $5.2 million for the three months ended March 31, 2012 and 2011. This increase was mainly due to decreased inventories and accounts receivable offset by decreased accounts payable.

Net cash used in investing activities was $0.7 million and $0.5 million for the three months ended March 31, 2012 and 2011. This increase was mainly due to the renovation and construction of  LA GO GO’s headquarters.
 
Net cash used in financing activities was $4.3 million for the three months ended March 31, 2012, compared with net cash provided by financing activities of $1.1 million during the three months ended March 31, 2011. During the three months ended March 31, 2012, we repaid $17.8 million of bank loan and received bank loan proceeds of $13.5 million.
 
 
21

 
 
Liquidity and Capital Resources
 
As of March 31, 2012, we had cash and cash equivalents of $12.8 million, other current assets of $91.5 million and current liabilities of $66.9 million. We presently finance our operations primarily from cash flows from operations and we anticipate that this will continue to be our primary source of funds to finance our short-term cash needs.
 
Bank Loans

On August 2, 2010, Goldenway entered into a two-year revolving line of credit agreement with Nanjing Bank, which allows the Company to borrow up to approximately $7.86 million (RMB50 million). As of March 31, 2012, under this agreement, the Company had borrowed approximately $5.38 million (RMB34 million) with annual interest rates of 7.02%, and due on various dates from May to July 2012.  These loans are guaranteed by Jiangsu Ever-Glory International Group Corp.(“Jiangsu Ever-Glory”), an entity controlled by Mr. Kang, the Company’s Chairman and Chief Executive Officer. These loans are also collateralized by the Company’s property and equipment.

On March 11, 2010, Ever-Glory Apparel entered into an one-year line of credit agreement for approximately $7.86 million (RMB50 million) with Nanjing Bank. The agreement has been extended until April 6, 2013. As of March 31, 2012, $1.05 million of bank loans was outstanding under this agreement, with an annual interest rate from 5.53% to 5.58%, due on various dates from April to May 2012, and collateralized by approximately $1.3 million of accounts receivable from wholesale customers. These bank loans are to be repaid upon receipt of payments from customers. At March 31, 2012, approximately $6.81 million was unused and available. Approximately $0.77 million was repaid in April 2012.
 
As of March 31, 2012, LA GO GO had borrowed $1.58 million (RMB10.0 million) from Nanjing Bank with an annual interest rate of 7.87% and due on various dates from April 2012 to June 2012. Approximately $0.79 million was repaid in April 2012.This loan is guaranteed by Jiangsu Ever-Glory and Mr. Kang.

As of March 31, 2012, New Tailun had borrowed $1.58 million (RMB 10.0 million) from Nanjing Bank with an annual interest rate of 8.6% and due in June 2012. This loan is guaranteed by Jiangsu Ever-Glory and Mr. Kang.

As of March 31, 2012, Ever-Glory Apparel had borrowed $1.63 million from Shanghai Pudong Development Bank with an annual interest rate from 7.02% to 7.54%. The loan is guaranteed by Goldenway, and collateralized by approximately $2.1 million of accounts receivable from wholesale customers. This loan is due in May 2012.

On January 4, 2011, Goldenway entered into a new one-year line of credit agreement for approximately $6.32 million (RMB40 million) with Shanghai Pudong Development Bank. As of March 31, 2012, Goldenway had borrowed the maximum amount available under the line of $6.32 million (RMB40 million), with an annual interest rate of 7.55%. These loans are collateralized by certain properties and land use rights of Goldenway, and are due in November 2012.

As of March 31, 2012, Ever-Glory Apparel had borrowed $0.32 million (RMB2.0 million) from the Industrial and Commercial Bank of China with an annual interest rate of 6.1%. The loan is due in June 2012, and is guaranteed by Jiangsu Ever-Glory.

As of March 31, 2012, Ever-Glory Apparel had borrowed $5.06 million from the Bank of Communications with an annual interest rate of 7.08%, and due in March 2013. The loan is guaranteed by Jiangsu Ever-Glory and the Company's chairman and CEO, Mr. Kang. In addition, Ever-Glory Apparel had borrowed $1.58 million from the Bank of Communications with annual interest rates ranging from 3.96% to 4.08%, due on various dates from April 2012 to June 2012, guaranteed by Jiangsu Ever-Glory and Mr. Kang, and collateralized by approximately $1.98 million of accounts receivable from wholesale customers. Approximately $0.23 million was repaid in April 2012.

As of March 31, 2012, Ever-Glory Apparel had borrowed $0.54 million from the Bank of China with an annual interest rate of 6.53%. The loan is guaranteed by Goldenway, and collateralized by approximately $0.7 million of accounts receivable from wholesale customers. This loan was paid full in April 2012.

On July 29, 2011, Ever-Glory Apparel and Perfect Dream collectively entered into a secured banking facility agreement for a combined revolving import facility, letter of credit, invoice financing facilities and a credit line for treasury products of up to $7.0 million with the Nanjing Branch of HSBC (China) Company Limited (“HSBC”). This agreement is guaranteed by the Company and Mr. Kang. As of March 31, 2012, no amounts were outstanding  under this agreement.
  
 
22

 
 
Total interest expense on bank loans for the three months ended March 31, 2012 and 2011 amounted to $546,041 and $261,271, respectively.
  
All bank loans are used to fund our daily operations.

Loans from related party

As of March 31, 2011 the Company owed $0.9 million to Blue Power Holdings Limited, a company controlled by the Company’s Chief Executive Officer. Interest was charged at 6% per annum on the amounts due. The loans were paid in full in April 2011. For the three months ended March 31, 2011, the Company incurred interest expense of $909.
 
Capital Commitments
 
We have a continuing program for the purpose of improving our manufacturing facilities and extending our LA GO GO stores. We anticipate that cash flows from operations and borrowings from banks will be used to pay for these capital commitments.
 
Uses of Liquidity
 
Our cash requirements for the next twelve months will be primarily to fund daily operations and the growth of our business.
 
Sources of Liquidity
 
Our primary sources of liquidity for our short-term cash needs are expected to be from cash flows generated from operations, and cash equivalents currently on hand. We believe that we will be able to borrow additional funds if necessary.
 
We believe our cash flows from operations together with our cash and cash equivalents currently on hand will be sufficient to meet our needs for working capital, capital expenditure and other commitments for the next twelve months. No assurance can be made that additional financing will be available to us if required, and adequate funds may not be available on terms acceptable to us. If funding is insufficient at any time in the future, we will develop or enhance our products or services and expand our business through our own cash flows from operations.
 
As of March 31, 2012, we had access to $22.7 million in lines of credit, of which $16.3 million was unused and is currently available. These credit facilities do not include any covenants.
 
Foreign Currency Translation Risk
 
Our operations are, for the most part, located in the PRC, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the United States dollar and the Chinese RMB. Most of our sales are in dollars. During 2003 and 2004, the exchange rate of RMB to the dollar remained constant at 8.26 RMB to the dollar. On July 21, 2005, the Chinese government adjusted the exchange rate from 8.26 to 8.09 RMB to the dollar. From that time, the RMB continued to appreciate against the U.S. dollar. As of March 31, 2012, the market foreign exchange rate had increased to 6.33 RMB to one U.S. dollar. We are continuously negotiating price adjustments with most of our customers based on the daily market foreign exchange rates, which we believe will reduce our exposure to exchange rate fluctuations in the future, and will pass some of the increased cost to our customers.

In addition, the financial statements of Goldenway, New-Tailun, Catch-Luck, Ever-Glory Apparel, Tai Xin and LA GO GO (whose functional currency is the RMB) are translated into US dollars using the current rate method. The balance sheet items are translated into US dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expense items are translated at the average exchange rate for the period. All exchange differences are recorded within equity. Foreign currency translation gain for the three and three months ended March 31, 2012 and 2011 was $0.40 million and $0.24 million respectively. 
 
OFF-BALANCE SHEET ARRANGEMENTS
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.
 
 
23

 
 
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not use derivative financial instruments in our investment portfolio and have no foreign exchange contracts. Our financial instruments consist of cash and cash equivalents, trade accounts receivable, accounts payable, bank loans and long-term obligations. We consider investments in highly-liquid instruments purchased with a remaining maturity of 90 days or less from the date of purchase to be cash equivalents.

Interest Rates: Our exposure to market risk for changes in interest rates relates primarily to our short-term investments and short-term obligations; thus, fluctuations in interest rates would not have a material impact on the fair value of these securities. On March 31, 2012, we had $12.8 million in cash and cash equivalents. A hypothetical 5% increase or decrease in either the short term or long term interest rates would not have any material impact on our earnings or loss, or the fair market value or cash flows of these instruments.

Foreign Exchange Rates: We pay our suppliers and employees in Chinese RMB, however, most of our wholesales customers are located in the U.S., Japan and Europe and we generate sales from them in U.S. Dollars, Euros and British Pounds. Accordingly, our business has substantial exposure to changes in exchange rates between and among the Chinese RMB, the U.S. Dollar, the Euro and the British Pound. In the last decade, the RMB has been pegged at 8.26 RMB to one U.S. Dollar. On July 21, 2005 it was revalued to 8.09 per U.S. Dollar. Following the removal of the peg to the U.S. Dollar and pressure from the United States, the People’s Bank of China also announced that the RMB would be pegged to a basket of foreign currencies, rather than being strictly tied to the U.S. Dollar, and would be allowed to float trade within a narrow 0.3% daily band against this basket of currencies. The PRC government has stated that the basket is dominated by the U.S. Dollar, Euro, Japanese Yen and South Korean Won, with a smaller proportion made up of the British Pound, Thai Baht, Russian Ruble, Australian Dollar, Canadian Dollar and Singapore Dollar. There can be no assurance that the relationship between the RMB and these currencies will remain stable over time, especially in light of the significant political pressure on the Chinese government to permit the free flotation of the RMB, which could result in greater and more frequent fluctuations in the exchange rate between the RMB, the U.S. Dollar and the Euro. On March 31, 2012, the exchange rate between the RMB and U.S. Dollar was 6.33 RMB to one U.S. Dollar. For additional discussion regarding our foreign currency risk, see the section titled Risk Factors in the Annual Report on Form 10-K for fiscal year ended on December 31, 2011. Fluctuation in the value of Chinese RMB relative to other currencies may have a material adverse effect on our business and/or an investment in our shares.
 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended ( the “Exchange Act”)  is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Evaluation of Disclosure Controls and Procedures. As of March 31, 2012, the end of the fiscal quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were operating effectively as of March 31, 2012. 
 
Limitations on the Effectiveness of Disclosure Controls.  Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.  An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions.
  
Changes in Internal Control over Financial Reporting
 
Our management has worked, and will continue to work to improve our internal controls over financial reporting. During the three months ended March 31, 2012, there were no other changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
24

 
 
PART II.  OTHER INFORMATION

ITEM 1. 
 
We know of no pending legal proceedings to which we are a party which is material or potentially material, either individually or in the aggregate. We are from time to time, during the normal course of our business operations, subject to various litigation claims and legal disputes. We do not believe that the ultimate disposition of any of these matters will have a material adverse effect on our financial position, results of operations or liquidity.
 
ITEM 1A.
 
There has been no material change in the information provided in Item 1A of Form 10-K Annual Report for the year ended December 31, 2011 filed with the SEC on March 28, 2012.
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
 
None.
 
MINE SAFETY DISCLOSURE
 
Not applicable.
 
 
None.
 
ITEM 6.
 
The following exhibits are filed herewith:
 
Exhibit No. 
 
Description
     
31.1
 
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2
 
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
25

 
 

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
May 11, 2012
EVER-GLORY INTERNATIONAL GROUP, INC.
   
 
By:  
/s/ Edward Yihua Kang
   
Edward Yihua Kang
   
Chief Executive Officer
   
(Principal Executive Officer)
     
 
By:
/s/ Jiansong Wang
   
Jiansong Wang
   
Chief Financial Officer
   
(Principal Financial and Accounting Officer)

 
26