UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q/A

(AMENDMENT NO.1)

 

þ

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended

September 30, 2016

 

or

 

¨

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from	_____________________ to ______________________
Commission File Number:	001-37776

 

 

 

SHINECO, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	52-2175898
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Room 1001, Building T5, DaZu Square, Daxing District, Beijing People’s Republic of China	100176
(Address of principal executive offices)	(Zip Code)

 

(+86) 10-87227366

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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 þ   No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes þ  No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

	Large Accelerated Filer    ¨	Accelerated Filer                     ¨
	Non-accelerated filer        ¨	Smaller reporting company    þ
		Emerging growth company    x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

 

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

 

As of November 11, 2016, the registrant had 21,034,072 shares of common stock outstanding.

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2016, amends in its entirety the Quarterly Report on Form 10-Q that was originally filed on November 14, 2016 (the "Quarterly Report").

 

The restatements are being made in accordance with ASC 250, “Accounting Changes and Error Corrections.” The disclosure provision of ASC 250 requires a company that corrects an error to disclose that its previously issued financial statements have been restated, a description of the nature of the error, the effect of the correction on each financial statement line item and any per share amount affected for each prior period presented, and the cumulative effect on retained earnings (deficit) in the statement of financial position as of the beginning of each period presented.

 

On May 4, 2017, management of the Company determined that the previously issued financial statements contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 should be amended to correct errors in those financial statements. Management discussed these matters with the Audit Committee, which approved the recommendation of management to restate the financial statements. The Audit Committee discussed the issues related to the non-reliance and restatement with the Company’s independent auditor, Friedman LLP. A draft of the Company’s current report on Form 8-K dated May 10, 2017 was provided to such auditor for review prior to filing.

 

The Company determined that other payables and additional paid-in capital were not properly recorded in the previously issued unaudited condensed consolidated financial statements as of September 30, 2016.

 

The effects of the Company’s previously issued unaudited condensed consolidated financial statements as of September 30, 2016 are summarized as follows:

 

Selected Unaudited Condensed Consolidated Balance Sheets Information as of September 30, 2016

 

		Previously
		Reported				Adjustment				Restated
Other payables		$	2,135,695			$	843,844			$	2,979,539
Additional paid-in capital		$	23,581,146			$	(843,844	)		$	22,737,302

 

Selected Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2016

 

		Three months ended September 30, 2016
		Previously
		Reported				Adjustment				Restated
CASH FLOWS FROM FINANCING ACTIVITIES
Stock issuance cost payable		$	-			$	843,844			$	843,844
Proceeds from public offerings, net of offering cost		$	6,238,393			$	(843,844	)		$	5,394,549

 

 

 

TABLE OF CONTENTS

 

		Page Number
PART I.  FINANCIAL INFORMATION		2
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets (unaudited)	2
	Condensed Consolidated Statements of Income and Comprehensive Income (Loss) (unaudited)	3
	Condensed Consolidated Statements of Cash Flows (unaudited)	4
	Notes to the Condensed Consolidated Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II.  OTHER INFORMATION		36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	36
SIGNATURES		37

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This document contains certain statements of a forward-looking nature. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

 

Examples of forward-looking statements include:

 

•

the timing of the development of future products;

 

•

projections of revenue, earnings, capital structure and other financial items;

 

•

statements of our plans and objectives, including those that relate to our proposed expansions and the effect such expansions may have on our revenues;

 

•

statements regarding the capabilities of our business operations;

 

•

statements of expected future economic performance;

 

•

statements regarding competition in our market; and

 

•

assumptions underlying statements regarding us or our business.

 

The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks under the heading “Risk Factors” in our Registration Statement on Form S-1. Many factors could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Consequently, you should not place undue reliance on these forward-looking statements.

 

The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update is incorrect or create an obligation to provide any other updates.

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

   

SHINECO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

		September 30,				June 30,
		2016				2016
		(As restated)
ASSETS
CURRENT ASSETS:
Cash		$	28,669,501			$	22,009,374
Accounts receivable, net - third parties			5,818,230				4,464,098
- unconsolidated entity			1,323,794				1,088,144
Due from related parties			1,253,670				1,671,435
Inventories			4,041,813				4,608,179
Advances to suppliers, net			436,399				53,024
Loans to third parties, net			649,093				560,234
Other receivables, net			575,650				463,361
Short-term deposit			114,720				100,270
Prepaid leases - current, net			476,708				478,565
Prepaid expenses			13,118				33,117
TOTAL CURRENT ASSETS			43,372,696				35,529,801
Property and equipment at cost, net of accumulated depreciation and amortization			10,867,205				11,035,199
Land use right, net of accumulated amortization			1,394,961				1,408,765
Investments			4,909,452				4,766,847
Long-term deposit and other noncurrent assets			118,588				120,357
Prepaid leases-non current, net			3,726,008				3,860,327
Deferred tax assets			330,103				327,492
TOTAL  ASSETS		$	64,719,013			$	57,048,788
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term loans-banks		$	2,730,043			$	2,745,945
Accounts payable			304,642				259,803
Advances from customers			40,726				9,597
Due to related parties			341,329				244,915
Other payables and accrued expenses			2,979,539				1,999,622
Taxes payable			1,235,047				1,278,142
TOTAL LIABILITIES			7,631,326				6,538,024
Commitments and contingencies
EQUITY:
Common stock; par value $0.001, 100,000,000 shares authorized;
21,034,072 and 19,320,882 shares issued and outstanding at
September 30, 2016 and June 30, 2016			21,034				19,321
Additional paid-in capital			22,737,302				17,344,466
Statutory reserve			3,317,188				3,242,139
Retained earnings			32,111,057				30,837,399
Accumulated other comprehensive loss			(2,080,888	)			(1,887,929	)
Total Stockholders' equity of Shineco, Inc.			56,105,693				49,555,396
Non-controlling interest			981,994				955,368
TOTAL EQUITY			57,087,687				50,510,764
TOTAL LIABILITIES AND EQUITY		$	64,719,013			$	57,048,788

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

 

SHINECO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

		For the Three Months Ended September 30,
		2016				2015
REVENUE		$	6,366,664			$	7,285,919
COST OF REVENUE
Cost of product and services			4,436,172				4,856,878
Business and sales related tax			15,545				16,594
GROSS PROFIT			1,914,947				2,412,447
OPERATING EXPENSES
General and administrative expenses			473,764				515,154
Selling expenses			380,318				487,882
Total operating expense			854,082				1,003,036
INCOME FROM OPERATIONS			1,060,865				1,409,411
OTHER INCOME
Income from equity method investments			401,172				340,049
Other income (expense)			85,901				(19,644	)
Interest income, net			32,753				35,268
Total other income			519,826				355,673
INCOME BEFORE INCOME TAX PROVISION			1,580,691				1,765,084
PROVISIONS FOR INCOME TAXES			201,636				300,949
NET INCOME			1,379,055				1,464,135
Less: net income attributable to non-controlling interest			30,348				42,011
NET INCOME ATTRIBUTABLE TO SHINECO, INC.		$	1,348,707			$	1,422,124
COMPREHENSIVE INCOME (LOSS)
Net income		$	1,379,055			$	1,464,135
Other comprehensive loss: foreign currency translation loss			(196,681	)			(1,874,132	)
Total comprehensive income (loss)			1,182,374				(409,997	)
Comprehensive income attributable to non-controlling interest			26,626				33,145
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO SHINECO, INC.		$	1,155,748			$	(443,142	)
Weighted average number of shares basic and diluted			19,376,747				19,320,882
Basic and diluted earnings per common share		$	0.07			$	0.07

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

 

SHINECO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

   

		For the Three Months Ended September 30,
		2016				2015
		(As restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	1,379,055			$	1,464,135
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			157,010				271,535
Provision for doubtful accounts			103,880				102,095
Change of inventory reserve			(24,836	)			(54,064	)
Deferred tax provision (benefit)			(3,883	)			9,015
Income from equity method investments			(401,172	)			(340,049	)
Changes in operating assets and liabilities:
Accounts receivable			(1,367,631	)			2,434,329
Advances to suppliers			(383,769	)			407,671
Inventories			573,591				954,514
Other receivables			(204,953	)			(9,590	)
Prepaid expenses			5,034				113,530
Due from related parties			280,988				25,288
Prepaid leases			119,398				126,998
Accounts payable			45,871				62,908
Advances from customers			31,181				(24,080	)
Other payables and accrued expenses			143,166				111,399
Taxes payable			(37,421	)			19,163
NET CASH PROVIDED BY OPERATING ACTIVITIES			415,509				5,674,797
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment			(22,131	)			(2,950	)
Loan advances to third parties			(108,648	)			(56,335	)
Collections on loans to related parties			130,495				218,264
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES			(284	)			158,979
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term bank loans			781,469				1,116,784
Proceeds from private equity			-				169,987
Repayment of short-term bank loans			(786,719	)			(1,224,969	)
Stock issuance cost payable			843,844				-
Proceeds from public offerings, net of offering cost of $2,314,806			5,394,549				-
Proceeds from advances from related parties			97,413				31,650
NET CASH PROVIDED BY FINANCING ACTIVITIES			6,330,556				93,452
EFFECT OF EXCHANGE RATE CHANGE ON CASH			(85,654	)			(331,958	)
NET INCREASE IN CASH			6,660,127				5,595,270
CASH-Beginning of the Period			22,009,374				6,056,105
CASH-End of the Period		$	28,669,501			$	11,651,375
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for income tax		$	65,436			$	242,698
Cash paid for interest		$	39,303			$	176,134

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

 

Shineco, Inc. (“Shineco” or the “Company”) was incorporated in the State of Delaware on August 20, 1997. The Company is a holding company whose primary purpose is to develop business opportunities in the People’s Republic of China (“PRC” or “China”).

 

On December 30, 2004, the Company acquired all of the issued and outstanding shares of Beijing Tenet-Jove Technological Development Corp., Ltd. (“Tenet-Jove”), a PRC company, in exchange for restricted shares of the Company’s common stock, and the sole operating business of the Company became that of its subsidiary, Tenet-Jove. Tenet-Jove was incorporated on December 15, 2003 under the laws of China. Consequently, Tenet-Jove became a 100% owned subsidiary of Shineco and was officially granted the status of a Wholly Foreign-Owned Entity (“WFOE”) by Chinese authority on July 14, 2006. This transaction was accounted for as a recapitalization. Tenet-Jove owns 90% interest of Tianjin Tenet Huatai Technological Development Co., Ltd. (“Tenet Huatai”).

 

On December 31, 2008, June 11, 2011 and May 24, 2012, respectively, Tenet-Jove entered into a series of contractual agreements with the owners of Ankang Longevity Pharmaceutical (Group) Co., Ltd. (“Ankang Longevity Group”), each of Yantai Zhisheng International Freight Forwarding Co., Ltd (“Zhisheng Freight”), Yantai Zhisheng International Trade Co., Ltd (“Zhisheng Trade”), Yantai Mouping District Zhisheng Agricultural Produce Cooperative (“Zhisheng Agricultural”) and Qingdao Zhihesheng Agricultural Produce Services., Ltd (“Qingdao Zhihesheng”). On February 24, 2014, Tenet-Jove also subsequently entered into the same series of contractual agreements with ShinecoZhisheng (Beijing) Bio-Technology Co., Ltd (“Zhisheng Bio-Tech”), which is a new company incorporated in 2014. Zhisheng Bio-Tech, Zhisheng Freight, Zhisheng Trade, Zhisheng Agricultural, and Qingdao Zhihesheng are collectively referred to herein as “Zhisheng Group”. These agreements include an Executive Business Cooperation Agreement; Timely Reporting Agreements; Equity Interest Pledge Agreement and Executive Option Agreement.

 

Pursuant to the above agreements, Tenet-Jove has the exclusive right to provide to Zhisheng Group and Ankang Longevity Group consulting services related to business operations and management. All the above contractual agreements obligate Tenet-Jove to absorb a majority of the risk of loss from Zhisheng Group and Ankang Longevity Group’s activities and entitle Tenet-Jove to receive a majority of their residual returns. In essence, Tenet-Jove has gained effective control over Zhisheng Group and Ankang Longevity Group. Therefore, the Company believes that Zhisheng Group and Ankang Longevity Group should be considered as Variable Interest Entities (“VIEs”) under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”. Accordingly, the accounts of these entities are consolidated with those of Tenet-Jove.

 

Since Shineco is effectively controlled by the majority shareholders of Zhisheng Group and Ankang Longevity Group. Shineco owns 100% equity interest of Tenet-Jove. Accordingly, Shineco, Tenet-Jove, and its VIEs, Zhisheng Group and Ankang Longevity Group are effectively controlled by the same majority shareholders. Therefore, Shineco, Tenet-Jove and its VIEs are considered under common control. The consolidation of Tenet-Jove and its VIEs into Shineco has been accounted for at historical cost and prepared on the basis as if the aforementioned exclusive contractual agreements between Tenet-Jove and its VIEs had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

 

The Company, its subsidiaries, its VIEs and its VIEs’ subsidiaries (collectively the “Group”) operate three main business segments: 1) Tenet-Jove is engaged in planting, manufacturing and selling of Bluish Dogbane and related products, also known in Chinese as “Luobuma”, including therapeutic clothing and textile products made from Luobuma; 2) Zhisheng Group is engaged in the business of planting, processing and distributing of green agricultural produce as well as providing domestic and international logistic services for agricultural products (“Agricultural Products”); 3) Ankang Longevity Group develops and manufactures traditional Chinese herbal medicinal products as well as other retail pharmaceutical products. These different business activities and products can potentially be integrated and benefit from one and other.

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information pursuant to the rules of the SEC and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results of a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2016, which was filed on September 28, 2016.

 

The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company, its VIEs and its VIEs’ subsidiaries. The non-controlling interest represents the minority shareholders’ interest in the Company’s majority owned subsidiaries. All intercompany transactions have been eliminated.

 

Restatement of Financial Statements

 

The Company has restated its quarterly unaudited condensed consolidated financial statements as of and for the period ended September 30, 2016. The Company determined that the previously issued unaudited condensed consolidated financial statements contained in the Company’s Quarterly Reports on Form 10-Q for the quarter ended September 30, 2016 should be amended to correct errors in those financial statements and that the unaudited condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q as of and for the three months ended September 30, 2016 (the “Original Filing”), should no longer be relied upon.

 

The general nature and scope of the adjustment is summarized as follows:

 

Correct offering expenses— The Company correct offering expenses of $843,844 in connection with their initial public offering as of September 30, 2016. The Company made adjustment of $843,844 to other payables and additional paid-in capital as of September 30, 2016 to correct the error.

  

The effects of the Company’s previously issued unaudited condensed consolidated financial statements as of September 30, 2016 are summarized as follows:

 

Selected Unaudited Condensed Consolidated Balance Sheets Information as of September 30, 2016

 

		Previously
		Reported				Adjustment				Restated
Other payables		$	2,135,695			$	843,844			$	2,979,539
Additional paid-in capital		$	23,581,146			$	(843,844	)		$	22,737,302

 

Selected Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2016

 

		Three months ended September 30, 2016
		Previously
		Reported				Adjustment				Restated
CASH FLOWS FROM FINANCING ACTIVITIES
Stock issuance cost payable		$	-			$	843,844			$	843,844
Proceeds from public offerings, net of offering cost		$	6,238,393			$	(843,844	)		$	5,394,549

  

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

  

Consolidation of Variable Interest Entities

 

VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

 

The carrying amount of the VIEs and their subsidiaries’ consolidated assets and liabilities are as follows:

 

		September 30, 2016				June 30, 2016
Current assets		$	32,034,133			$	30,560,208
Plant and equipment, net			9,450,530				9,595,357
Other noncurrent assets			10,113,163				10,136,632
Total assets			51,597,826				50,292,197
Total liabilities			(5,246,197	)			(4,398,424	)
Net assets		$	46,351,629			$	45,893,773

 

Non-controlling Interests

 

US GAAP requires that non-controlling interests in subsidiaries and affiliates be reported in the equity section of a company’s balance sheet. In addition, the amounts attributable to the net income (loss) of those subsidiaries are reported separately in the unaudited condensed consolidated statements of income and comprehensive income (loss).

 

Risks and Uncertainties

 

The operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among other factors, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations, this may not be indicative of future results.

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Members of the current management team own controlling interests in the Company and are also the owners of the VIEs in the PRC. The Company only controls the VIEs through contractual arrangements which obligate it to absorb the risk of loss and to receive the residual expected returns. As such, the controlling shareholders of the Company and the VIEs could cancel these agreements or permit them to expire at the end of the agreement terms, as a result of which the Company would not retain control of the VIEs.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates required to be made by management include, but are not limited to, useful lives of property, plant, and equipment, and intangible assets, the recoverability of long-lived assets and the valuation of accounts receivable, accrued expenses, taxes payable and inventory reserve. Actual results could differ from those estimates.

 

Revenue Recognition

 

The Company recognizes revenue from sales of bluish dogbane products, Chinese medicinal herbal products and agricultural products, as well as providing logistic service and other processing service to external customers. The Company recognizes revenue when all of the following have occurred: (i) there is persuasive evidence of an arrangement with a customer; (ii) delivery has occurred or services have been rendered; (iii) the sales price is fixed or determinable; and (iv) the Company’s collection of such fees is reasonable assured. These criteria, as related to the Company’s revenue, are considered to have been met as follows:

 

Sales of products: The Company recognizes revenue on sale of products when the goods are delivered and title to the goods passes to the customer provided that there are no uncertainties regarding customer acceptance; persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is deemed probable.

 

Revenue from the rendering of services: Revenue from international freight forwarding, domestic air and overland freight forwarding services are recognized upon the completion of the performance of services as stipulated in the underlying contract or when commodities are being released from the customer’s warehouse; the service price is fixed or determinable; and collectability is deemed probable.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash on hand, cash on deposits and other highly liquid investments which are unrestricted as to withdrawal or use, and which have maturities of three months or less when purchased. The Company maintains cash and cash equivalents with various financial institutions mainly in the PRC. Balances in banks in the PRC are uninsured.

 

Accounts Receivable

 

Accounts receivable are recorded at net realizable value consisting of carrying amount less an allowance for uncollectible accounts, as necessary. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customers’ historical payment history, their current credit-worthiness and current economic trends. As of September 30, 2016 and June 30, 2016, the allowances for doubtful accounts were $99,067 and $103,968, respectively. Accounts are written off against the allowance after efforts at collection prove unsuccessful.

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Accounts receivable-unconsolidated entity represents the amount due from Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd. (“Shaanxi Pharmaceutical Group”). The joint-venture company established by Shaanxi Pharmaceutical and the Company are required to exclusively purchase certain raw materials and drug products from Shaanxi Pharmaceutical Group. In return, Shaanxi Pharmaceutical Group has agreed to compensate Ankang Longevity Group with a preferred distribution that equals to 7% of the total purchases made from Shaanxi Pharmaceutical Group. The accounts receivable mainly represents the preferred distribution due from Shaanxi Pharmaceutical Group.

 

Inventories

 

Inventories, which are stated at the lower of cost or current market value, consisting of raw materials, work-in-progress, finished goods related to the Company’s products. Cost is determined using the first in first out (FIFO) method. Market is the lower of replacement cost or net realizable value. Agricultural products that the Company farms are recorded at cost, which includes direct costs such as seed selection, fertilizer, labor cost and contract fee that are spent in growing agricultural products on the leased farmland, and indirect costs which include amortization of prepayment of farmland lease fee and farmland development costs. All the costs are accumulated until the time of harvest and then allocated to harvested crops costs when they are sold. The Company periodically evaluates its inventory and records inventory reserve for certain inventories that may not be saleable.

 

Advances to Suppliers

 

Advances to suppliers consist of balance paid to suppliers for materials that have not been received. Advances to suppliers are reviewed periodically to determine whether their carrying value has become impaired. As of September 30, 2016 and June 30, 2016, the Company had an allowance for uncollectible advances to suppliers in the amount of $10,079 and $10,118, respectively.

 

Loans to Third Parties

 

Loans to third parties consist of various cash advances to unrelated companies and individuals, with whom the Company has business relationships. The loans are due within one year with no interest rate. Loans to third parties are reviewed periodically as to whether their carrying values remain realizable.

 

Property and Equipment

 

Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for additions, major renewal and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided on a straight-line basis, less estimated residual value, over an asset’s estimated useful life, Farmland leasehold improvements are amortized over the shorter of lease term or remaining lease period of the underlying assets. Following are the estimated useful lives of the Company’s property and equipment:

 

	Estimated useful lives
Buildings	20-50 years
Machinery equipment	5-10 years
Motor vehicles	5-10 years
Office equipment	5-10 years
Farmland leasehold improvements	12-18 years

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Land Use Right

 

Under PRC law, all land in the PRC is owned by the government and cannot be sold to an individual or company. The government grants individuals and companies the rights to use parcels of land for a specified period of time. Land use rights are stated at cost less accumulated amortization. Amortization is provided over the respective useful lives, using the straight-line method. Estimated useful life is 50-years, based on the term of the land use rights.

 

Long-lived Assets

 

 

Finite-lived assets and intangibles are reviewed for impairment testing when circumstances require. For purposes of evaluating the recoverability of long-lived assets, when undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value. The long-lived assets of the Company that are subject to evaluation consist primarily of property, plant and equipment, land use rights, investments and long-term prepaid lease. For the three months ended September 30, 2016 and 2015, the Company did not recognize any impairment of its long-lived assets.

 

Fair Value of Financial Instruments

 

The Company adopted the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The carrying value of current assets and liabilities approximate their fair values because of the short-term nature of these instruments.

 

Income Taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This ASC also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company does not have any uncertain tax positions at September 30, 2016 and June 30, 2016.

 

The statute of limitations for the Company’s U.S. federal income tax returns and certain state income tax returns remains open for tax years 2013 and after. As of September 30, 2016, the tax years ended June 30, 2007 through June 30, 2016 for the Company’s People’s Republic of China (“PRC”) subsidiaries remain open for statutory examination by PRC tax authorities.

 

Value Added Tax

 

Sales revenue represents the invoiced value of goods, net of a Value-Added Tax (“VAT”). All of the Company’s products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing their finished product or acquiring its finished products. The Company recorded a VAT payable or VAT receivable net of payment in the accompanying unaudited condensed consolidated financial statements.

 

Foreign Currency Translation

 

The Company uses the United States dollar (“U.S. dollars” or “USD”) for financial reporting purposes. The Company’s subsidiaries and VIEs maintain their books and records in their functional currency of Renminbi (“RMB”), the currency of the PRC.

 

In general, for consolidation purposes, the Company translates the assets and liabilities of its subsidiaries and VIEs into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statements of income and cash flows are translated at average exchange rates during the reporting period. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the financial statements of the subsidiaries and VIEs are recorded as accumulated other comprehensive income (loss).

 

The balance sheet amounts, with the exception of equity, at September 30, 2016 and June 30, 2016 were translated at 1 RMB to $0.1499 USD and at 1 RMB to $0.1505 USD, respectively. The average translation rates applied to income and cash flow statement amounts for the three months ended September 30, 2016 and 2015 were at 1 RMB to $0.1500 USD and at 1 RMB to $0.1595 USD, respectively.

 

Comprehensive Income (Loss)

 

Comprehensive income (loss) consists of two components, net income and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to US$ is reported in other comprehensive income (loss) in the unaudited condensed consolidated statements of income and comprehensive income (loss).

 

Equity Investment

 

An investment in which the Company has the ability to exercise significant influence, but does not have a controlling interest, is accounted for using the equity method. Significant influence is generally considered to exist when the Company has an ownership interest in the voting stock between 20% and 50%, and other factors, such as representation on the Board of Directors, voting rights and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate.

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Earnings per Share

 

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There is no anti-dilutive effect for the three months ended September 30, 2016 and 2015.

 

New Accounting Pronouncements

 

In August 2016, the FASB has issued Accounting Standards Update (ASU) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

 

In October 2016, the FASB has issued ASU No. 2016-17, Consolidation (Topic 810): Interest Held through Related Parties That Are under Common Control, to provide guidance on the evaluation of whether a reporting entity is the primary beneficiary of a VIE by amending how a reporting entity, that is a single decision maker of a VIE, treats indirect interests in that entity held through related parties that are under common control. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

NOTE 3- INVENTORIES

 

The inventories consist of the following:

 

		September 30, 2016				June 30, 2016
Raw materials		$	677,905			$	825,028
Work-in-process			2,551,602				3,230,729
Finished goods			1,583,832				1,354,176
Packing materials			19,757				17,531
Less: inventory reserve			(791,283	)			(819,285	)
		$	4,041,813			$	4,608,179

 

Work-in-process includes direct costs such as seed selection, fertilizer, labor cost and subcontractor fee that are spent in growing agricultural products on the leased farmland, and indirect costs which include amortization of prepayment of farmland lease fee and farmland development cost. All the costs are accumulated until the time of harvest and then allocated to harvested crops costs when they are sold.

 

NOTE 4- PROPERTY AND EQUIPMENT, NET

 

Property and equipment consist of the following:

 

		September 30, 2016				June 30, 2016
Buildings		$	10,685,249			$	10,726,872
Building improvement			52,629				52,834
Machinery equipment			462,369				443,846
Motor vehicles			230,536				231,434
Construction in progress			449,760				451,512
Office equipment			209,090				208,022
Farmland leasehold improvement			3,152,662				3,164,943
			15,242,295				15,279,463
Less: accumulated depreciation and amortization			(4,375,090	)			(4,244,264	)
Property, plant and equipment, net		$	10,867,205				11,035,199

 

Depreciation and amortization expense charged to operations were $147,367 and $261,255 for the three months ended September 30, 2016 and 2015, respectively.

 

Farmland leasehold improvements consist of following:

 

		September 30, 2016				June 30, 2016
Blueberry farm land leasehold reconstruction		$	2,422,015			$	2,431,450
Yew tree planting base reconstruction			271,355				272,412
Greenhouse renovation			459,292				461,081
Total farmland leasehold improvement		$	3,152,662			$	3,164,943

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

NOTE 5- LAND USE RIGHTS, NET

 

The Company states land use right at cost less accumulated amortization. All land in the People’s Republic of China is government owned and cannot be sold to any individual or company. However, the government grants the user a “land use right” (the “Right”) to use the land. The Company has the Right to use the land for 50 years and amortizes the Right on a straight-line basis over the period of 50 years.

 

		September 30, 2016				June 30, 2016
Land use rights		$	1,667,557			$	1,674,053
Less: accumulated amortization			(272,596	)			(265,288	)
Land use rights, net		$	1,394,961			$	1,408,765

 

For the three months ended September 30, 2016 and 2015, the Company incurred amortization expense of $8,342 and $8,873, respectively.

 

The estimated future amortization expenses are as follows:

 

Twelve months ending September 30:
2017		$	33,351
2018			33,351
2019			33,351
2020			33,351
2021			33,351
Thereafter			1,228,206
Total		$	1,394,961

 

NOTE 6- INVESTMENTS

 

Ankang Longevity Group entered into two equity investment agreements with a third party, Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd., a Chinese state-owned pharmaceutical enterprise to invest a total of RMB 6.8 million (approximately $1.0 million) to form a joint venture pharmacy retail company called Shaanxi Pharmaceutical Sunsimiao Drugstores Ankang Retail Chain Co., Ltd. (“Sunsimiao Drugstores”), and a joint venture pharmaceutical wholesale distribution company named Shaanxi Pharmaceutical Holding Group Longevity Pharmacy Co., Ltd. (“Shaanxi Longevity Pharmacy”). Ankang Longevity Group obtained 49% interest in each of these two new joint venture companies. These two joint ventures are formed as new business entities to collaborate with Shaanxi Pharmaceutical Group to expand sales to regional hospitals and clinics and to establish the presence of retail pharmacies under the Brand name “Sunsimiao”. The investments are accounted for using the equity method because Ankang Longevity Group has significant influence, but no control of these two entities. Ankang Longevity Group recorded income of $161,182 and $148,600 for the three months ended September 30, 2016 and 2015, respectively, from the investment, which was included in “Income from equity method investments” in the unaudited condensed consolidated statements of income and comprehensive income (loss).

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Ankang Longevity Group entered into a supplemental agreement with Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd. (“Shaanxi Pharmaceutical Group”). According to the supplemental agreement, the new joint-venture companies established by Shaanxi Pharmaceutical and Ankang Longevity Group are required to exclusively purchase certain raw materials and drug products from Shaanxi Pharmaceutical Group. In return, Shaanxi Pharmaceutical Group has agreed to compensate Ankang Longevity Group with a preferred distribution equal to 7% of the total purchases made from Shaanxi Pharmaceutical Group. For the three months ended September 30, 2016 and 2015, a total of $239,990 and $191,449 were recognized by Ankang Longevity Group from this supplemental agreement in addition to its 49% share of the income from the joint ventures, respectively.

 

On October 21, 2013, the Company, through its controlled subsidiaries, Zhisheng Freight and Zhisheng Agricultural, entered into an agreement with an unrelated third party, Zhejiang Zhen’Ai Network Warehousing Services Co., Ltd. (“Zhen’Ai Network”), and invested RMB 14.5 million (approximately $2.2 million) into Tiancang Systematic Warehousing project (“Tiancang Project”) operated by Zhen’Ai Network. Tiancang Project is an online platform established to provide comprehensive warehousing and logistic solutions to companies involved in E-commerce. The Company is entitled to a profit sharing of 29% of Tiancang Project’s after-tax net income annually, less 30% statutory reserve and 10% employee welfare fund. When the amount of the accumulated statutory reserve reaches 30% of the total investment for the Tiancang Project, no additional appropriation of the statutory reserve is required. The Tiancang Project is currently up and running. For the three months ended September 30, 2016, the Company did not record investment income from this investment.

 

The Company’s investments in unconsolidated entities consist of the following:

 

		September 30, 2016				June 30, 2016
Shaanxi Pharmacy Holding Group Longevity Pharmacy Co., Ltd ( Ankang Longevity Pharmacy )		$	2,219,652			$	2,091,531
Shaanxi Pharmacy Sunsimiao Drugstores Ankang Chain Co., Ltd			515,959				493,008
Zhejiang Zhen’Ai Network Warehousing Services Co., Ltd.			2,173,841				2,182,308
Total		$	4,909,452			$	4,766,847

 

Summarized financial information of unconsolidated entities is as follows:

 

		September 30, 2016				June 30, 2016
Current assets		$	28,507,486			$	28,450,106
Noncurrent assets			329,169				386,764
Current liabilities			23,269,212				23,577,799

 

		For the three months ended September 30,
		2016				2015
Net sales		$	7,072,032			$	6,844,997
Gross profit			895,484				1,056,799
Income from operations			328,365				355,607
Net income			328,941				354,568

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

NOTE 7- PREPAID LEASES

 

One of the Company’s controlled subsidiaries, Zhisheng Group entered into several farmland lease contracts with farmer cooperatives to lease farmland in order to plant and grow organic vegetable, fruit and Chinese yew trees. The lease term varies from 5 years to 24 years. The aggregate lease payments on these leases amounts to RMB 36.8 million (approximately $5.52 million). Zhisheng Group paid off the entire required lease amount plus transfer fees at the beginning of the lease.

 

These leases are accounted for as operating leases and will be amortized each year on a straight-line basis over the lease terms. The amortization expense is initially recorded as work in process under inventory account during the growing period and then transferred to harvested crops costs at the time of harvest and then allocated to cost of sales when they are sold.

 

The prepaid leases consist of the following:

 

		September 30, 2016				June 30, 2016
Current		$	476,708			$	478,565
Non-current			3,726,008				3,860,327
Total		$	4,202,716			$	4,338,892

 

Further amortization expense is as follows:

 

Twelve months ending September 30:
2017		$	476,708
2018			473,460
2019			473,460
2020			408,995
2021			215,598
Thereafter			2,154,495
Total		$	4,202,716

 

NOTE 8- SHORT-TERM LOANS

 

Short-term loans consist of the following:

 

Lender		September 30, 2016				Maturity Date				Int.  Rate/Year
Wanxiang Trust Co., Ltd-a		$	31,483			2017-9-9					13.67	%
Agricultural Bank of China-c			749,600			2017-8-18					5.71	%
Agricultural Bank of China-d			449,760			2016-10-27		*			5.27	%
Agricultural Bank of China-d			1,199,360			2016-11-18					5.22	%
Agricultural Bank of China-d			299,840			2017-4-7					5.22	%
Total		$	2,730,043

  

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Lender		June 30, 2016				Maturity Date				Int.  Rate/Year
Chongqing Alibaba Micro-Credit Company-a		$	36,873			2016-9-9		*			15.21	%
Agricultural Bank of China-b			301,008			2016-9-24		*			5.52	%
Agricultural Bank of China-d			451,512			2016-8-9		*			5.82	%
Agricultural Bank of China-d			451,512			2016-10-27		*			5.27	%
Agricultural Bank of China-d			1,204,032			2016-11-18					5.22	%
Agricultural Bank of China-d			301,008			2017-4-7					5.22	%
Total		$	2,745,945

 

The loans outstanding were guaranteed by the following properties, entities or individuals: 

 

a. Not collateralized or guaranteed.

 

b. Collateralized by the building owned by Xiaoyan Chen and Jing Chen, who are both the related parties of the company. Xiaoyan Chen is one of the shareholders of Ankang Longevity Pharmaceutical (Group) Co., Ltd. Jing Chen is the sister of the Xiaoyan Chen but not a shareholder of Ankang Longevity Group.

 

c. Guaranteed by commercial credit guaranty companies unrelated to the Company.

 

d. Guaranteed by a commercial credit guaranty company, unrelated to the Company and also by Jiping Chen, a shareholder of the Company.

 

*	The Company repaid the loans in full on maturity date.

 

The Company recorded interest expense of $39,303 and $38,898 for the three months ended September 30, 2016 and 2015, respectively. The annual weighted average interest rates are 5.48% and 6.71% for the three months ended September 30, 2016 and 2015, respectively.

 

NOTE 9- RELATED PARTY TRANSACTIONS

 

DUE FROM RELATED PARTIES

 

The Company had previously made temporary advances to certain shareholders of the Company as well as several other entities that are either owned by directors or family members of those directors. Those advances are due on demand, non-interest bearing, except for the advance to Xinyang Yifangyuan Garden Technology Co., Ltd., which bears fixed annual interest rate of 4.17%.

 

As of September 30, 2016 and June 30, 2016, the outstanding amounts due from related parties consist of the following:

 

		September 30, 2016				June 30, 2016
Xinyang Yifangyuan Garden Technology Co., Ltd		$	368,410			$	500,784
Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd			462,825				820,728
Yang Bin			149,920				150,504
Zhang Xin			115,438				93,312
Chang Song			147,330				85,035
Wang Qi Wei			8,247				8,279
Tian Shuangpeng			-				11,288
Qi Qiuchi			1,500				1,505
		$	1,253,670			$	1,671,435

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

For the three months ended September 30, 2016 and 2015, interest income of $56,248 and $59,895 recognized on these loans was included in “Interest income, net” on the unaudited condensed consolidated statements of income and comprehensive income (loss).

 

DUE TO RELATED PARTIES

 

As of September 30, 2016 and June 30, 2016, the Company has related party payables of $341,329 and $244,915, respectively, mainly due to the principal shareholders or certain relatives of the shareholder of the Company who lend funds for the Company’s operations. The payables are unsecured, non-interest bearing and due on demand.

 

		September 30, 2016				June 30, 2016
Wu Yang			185,976				96,398
Xiong Kun			85,005				-
Wang Sai			58,108				120,854
Zhang Yuying			11,673				26,769
Huiyin Ansheng			567				894
		$	341,329			$	244,915

 

SALES TO AND PURCHASES FROM RELATED PARTIES

 

For the three months ended September 30, 2016 and 2015, the Company recorded sales to Shaanxi Pharmaceutical Group Pai’ang Medicine Co., Ltd, a related party, of $800,199 and $746,475, respectively. There were no purchases from related parties for the three months ended September 30, 2016 and 2015.

 

NOTE 10- TAXES

 

(a)	Corporate Income Taxes

 

The Company is subject to income taxes on an entity basis on income arising in or derived from the location in which each entity is domiciled.

 

Shineco is incorporated in the United States and has no operating activities. Tenet-Jove and its VIEs entities are governed by the Income Tax Laws of the PRC, and are currently subject to tax at a statutory rate of 25% on net income reported after appropriated tax adjustment. Two VIE entities receive a full income tax exemption from the local tax authority of PRC as agricultural enterprises as long as the favorable tax policy remains unchanged.

 

i)

The components of the income tax expense are as follows:

 

		For the three months ended September 30,
		2016				2015
Current income tax provision		$	205,519			$	291,934
Deferred income tax provision (benefit)			(3,883	)			9,015
Total		$	201,636			$	300,949

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

ii)

The following table summarizes deferred tax assets resulting from differences between the financial reporting basis and tax basis of assets and liabilities:

 

		September 30, 2016				June 30, 2016
Allowance for doubtful accounts		$	133,765			$	123,818
Inventory reserve			196,338				203,674
Net operating loss carry-forwards			113,680				114,122
Total			443,783				441,614
Valuation allowance			(113,680	)			(114,122	)
Deferred tax assets, net		$	330,103			$	327,492

 

Movement of valuation allowance:

 

		Three months Ended September 30, 2016				Year Ended June 30, 2016
Beginning balance		$	114,122			$	108,932
Current year addition			-				13,971
Exchange difference			(442	)			(8,781	)
Ending balance		$	113,680			$	114,122

  

(b) Value Added Tax

 

The Company is subject to a value added tax (“VAT”) for selling merchandise. The applicable VAT rate is 17% for products sold in the PRC. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). Under the commercial practice of the PRC, the Company pays VAT based on tax invoices issued. The tax invoices may be issued subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued.

 

In the event that the PRC tax authorities dispute the date on which revenue is recognized for tax purposes, the PRC tax office has the right to assess a penalty based on the amount of the taxes which are determined to be late or deficient, and will be expensed in the period if and when a determination is made by the tax authorities.

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

(c) Taxes Payable

 

Taxes payable consists of the following:

 

		September 30, 2016				June 30, 2016
Income tax payable		$	1,169,247			$	1,201,641
Value added tax payable			60,266				69,955
Business tax and other taxes payable			5,534				6,546
		$	1,235,047			$	1,278,142

 

NOTE 11 –SHAREHOLDERS’ EQUITY

 

Initial Public Offering

 

On September 28, 2016, the Company completed its initial public offering of 1,713,190 shares of common stock at a price of $4.50 per share for gross proceeds of $7.7 million and net proceeds of approximately $5.4 million. The Company’s common shares began trading on September 28, 2016 on the NASDAQ Capital Market under the symbol “TYHT”.

 

Stock Incentive Plan

 

On September 23, 2016, the Board of Directors of the Company approved a stock incentive plan (“Plan”). Pursuant to the Plan, the Company plans to file a registration statement on Form S-8, as soon as practicable, to register up to 2,103,407 of the Company’s shares of common stock. As of the date of this report, the Company has not issued any options to purchase the Company's shares of common stock and the Company has not filed the Form S-8 registration statement.

 

Statutory Reserve

 

The Company is required to make appropriations to reserve funds, comprising the statutory surplus reserve and discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”).

 

Appropriations to the statutory surplus reserve is required to be at least 10% of the after tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entities’ registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. As of September 30, 2016 and June 30, 2016, the balance of the statutory reserve was $3,317,188 and $3,242,139, respectively.

 

NOTE 12- CONCENTRATION AND RISKS

 

The Company maintains certain bank accounts in the PRC which are not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance or other insurance. The cash balance held in the PRC bank accounts was $28,528,892 and $21,986,817 as of September 30, 2016 and June 30, 2016, respectively.

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

During the three months ended September 30, 2016 and 2015, almost 100% of the Company's assets were located in the PRC and 100% of the Company's revenues were derived from its subsidiaries and VIEs located in the PRC.

 

For the three months ended September 30, 2016, three customers accounted for approximately 38%, 11% and 11% of the Company’s total sales, respectively. For the three months ended September 30, 2015, two customers accounted for approximately 37% and 11% of the Company's total sales, respectively.

 

For the three months ended September 30, 2016, six vendors accounted for approximately 17%, 17%, 13%, 12%, 11% and 10% of the Company’s total purchases, respectively. For the three months ended September 30, 2015, five vendors accounted for approximately 20%, 17%, 14%, 12% and 10% of the Company's total purchases, respectively.

 

NOTE 13- COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

The Company leases eight main office spaces under non-cancelable operating lease agreements through February 28, 2019. The Company also leases farmland under a non-cancelable operating lease agreement through April 26, 2041. Most of those operating lease payments are scheduled on a quarterly basis. The future minimum rental payments are as follows:

 

Twelve months ending September 30:
2017		$	392,089
2018			392,089
2019			217,550
2020			215,991
2021			215,991
Thereafter			4,364,205
Total		$	5,797,915

 

Rent expense totaled $99,839 and $32,352 for the three months ended September 30, 2016 and 2015, respectively.

 

In addition, the Company sublets the above-mentioned farmland to a third party under a non-cancelable operating lease agreement through May 31, 2020. The future minimum sublease rental income to be received is as follows:

 

Twelve months ending September 30:
2017		$	215,991
2018			215,991
2019			215,991
2020			143,995
Total		$	791,968

 

Sublease rent income totaled $53,998 and $57,435 for the three months ended September 30, 2016 and 2015, respectively.

 

Legal Contingencies

 

From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company's management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company's consolidated financial position, results of operations and cash flows. 

 

NOTE 14- SEGMENT REPORTING

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Group's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Group's business segments.

 

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

The Company's chief operating decision maker has been identified as the Chief Executive Officer who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the Group. Based on management's assessment, the Company has determined that it has three operating segments according to the major products and locations as follows:

 

Ø

Developing, manufacturing and distributing of specialized fabrics, textile products and other by-products derived from an indigenous Chinese plant called Apocynum Venetum, commonly known as “Bluish Dogbane” or known in Chinese as “Luobuma” (referred to herein as Luobuma):

 

The operating companies of this segment, namely Tenet-Jove and Tenet Huatai, specialize in Luobuma developing and manufacturing of relevant products. With rich experience and broad channels in domestic market, the Group is leading in Luobuma textile production and other by-products.

 

This segment’s operations are focused in the north region of Mainland China, mostly carried out in Beijing and Tianjin City.

 

Ø

Planting, processing and distributing of traditional Chinese medicinal herbal products as well as other pharmaceutical products (“Herbal products”):

 

The operating companies of this segment, namely AnKang Longevity Group and its subsidiaries, plant and process more than 600 kinds of Chinese medicinal herbal products with an established domestic sales and distribution network.

 

Ankang Longevity Group is also engaged in retail pharmacy business and the operating revenue is also included in this segment due to immaterial amount. Ankang Longevity Group also started a joint-venture pharmacy retail and wholesale distribution business in the second quarter of 2013 with a large Chinese pharmaceutical company, Shaanxi Pharmaceutical Holdings Group, aiming to expand its pharmacy retail and wholesale business. The operations of this segment are mainly located in the Mid-western region of Mainland China.

 

Ø

Planting, processing and distributing of green and organic agricultural produce as well as growing and cultivating of Chinese Yew trees (“Agricultural products”):

 

The operating companies of this segment, the Zhisheng Group, engage in the business of growing and distributing green and organic vegetables and fruits as well as providing logistics services for distributing agricultural products. This segment has been focusing its efforts on the growing and cultivating of Chinese yew tree (formally known as “taxus media”), a small evergreen tree whose branches can be used for the production of anti-cancer medication and tree itself can be used for ornamental indoor bonsai tree, which are known to have the effect of purifying air quality.

 

The operations of this segment are located in the East and North regions of Mainland China, mostly carried out in Shandong Province and in Beijing where the Zhisheng Group has newly developed over 100 acres of modern greenhouses for cultivating yew trees and other plants.

 

The following table presents summarized information by segment for the three months ended September 30, 2016::

 

		For the three months ended September 30, 2016
		Bluish				Herbal				Agricultural
		dogbane				products				products				Total
Segment revenue		$	737,461			$	3,180,371			$	2,448,832			$	6,366,664
Cost of goods			367,220				2,437,713				1,631,239				4,436,172
Business and sales related tax			3,604				11,941				-				15,545
Gross profit			366,637				730,717				817,593				1,914,947
Gross profit contribution %			19.1	%			38.2	%			42.7	%			100.0	%

 

Shineco, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

The following table presents summarized information by segment for three months ended September 30, 2015:

 

		For the three months ended September 30, 2015
		Bluish				Herbal				Agricultural
		dogbane				products				products				Total
Segment revenue		$	1,095,545			$	3,480,179			$	2,710,195			$	7,285,919
Cost of goods			400,218				2,694,258				1,762,402				4,856,878
Business and sales related tax			4,275				12,319				-				16,594
Gross profit			691,052				773,602				947,793				2,412,447
Gross profit contribution %			28.6	%			32.1	%			39.3	%			100.0	%

 

Total Assets as of

 

		September 30, 2016				June 30, 2016
Bluish Dogbane or “Luobuma”		$	7,095,069			$	6,963,093
Herbal products			35,006,114				28,088,515
Agricultural products			22,617,830				21,997,180
		$	64,719,013			$	57,048,788

 

 

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

 

The following discussion and analysis of the results of our operations and financial condition for the three months ended September 30, 2016 and 2015 should be read in conjunction with our unaudited condensed consolidated financial statements, and the notes to those unaudited condensed consolidated financial statements that are included elsewhere in this Report. All monetary figures are presented in U.S. dollars, unless otherwise indicated.

 

Forward-Looking Statements

 

The statements in this discussion that are not historical facts are “forward-looking statements.” The words “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “continue,” the negative forms thereof, or similar expressions, are intended to identify forward-looking statements, although not all forward-looking statements are identified by those words or expressions. Forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control. Actual results, performance or achievements may differ materially from those expressed or implied by forward-looking statements depending on a variety of important factors, including, but not limited to, weather, local, regional, national and global coke and coal price fluctuations, levels of coal and coke production in the region, the demand for raw materials such as iron and steel which require coke to produce, availability of financing and interest rates, competition, changes in, or failure to comply with, government regulations, costs, uncertainties and other effects of legal and other administrative proceedings, and other risks and uncertainties. We are not undertaking to update or revise any forward-looking statement, whether as a result of new information, future events or circumstances or otherwise.

 

Business Overview

 

Shineco, Inc. (the “Company”, “we”, “us” and “our”) was incorporated in the State of Delaware on August 20, 1997. On December 30, 2004, the Company acquired all of the issued and outstanding shares of Tenet-Jove, a PRC company, in exchange for our restricted shares of common stock. Consequently, Tenet-Jove became our 100% owned subsidiary and its operating business became that of the Company. Tenet-Jove was incorporated on December 16, 2003 under the laws of China and was officially granted the status of a Wholly Foreign-Owned Entity (“WFOE”) by Chinese authorities on July 14, 2006. This transaction was accounted for as a recapitalization. Tenet-Jove owns a 90% interest of Tianjin Tenet Huatai Technological Development Co., Ltd. (“Tenet Huatai”).

 

On December 31, 2008, June 11, 2011 and May 24, 2012, respectively, Tenet-Jove entered into a series of contractual agreements with the owner of Ankang Longevity Pharmaceutical (Group) Co., Ltd. (“Ankang Longevity Group”), each of Yantai Zhisheng International Freight Forwarding Co., Ltd (“Zhisheng Freight”), Yantai Zhisheng International Trade Co., Ltd (“Zhisheng Trade”), Yantai Mouping District Zhisheng Agricultural Produce Cooperative (“Zhisheng Agricultural”) and Qingdao Zhihesheng Agricultural Produce Services., Ltd (“Qingdao Zhihesheng”). On February 24, 2014, Tenet-Jove also subsequently entered into the same series of contractual agreements with ShinecoZhisheng (Beijing) Bio-Technology Co., Ltd (“Zhisheng Bio-Tech”), which is a new company incorporated in 2014. Zhisheng Bio-Tech, Zhisheng Freight, Zhisheng Trade, Zhisheng Agricultural, and Qingdao Zhihesheng are collectively referred to herein as “Zhisheng Group.” These agreements include an Executive Business Cooperation Agreement; Timely Reporting Agreement; Equity Interest Pledge Agreement and Executive Option Agreement.

 

 

Pursuant to these agreements, Tenet-Jove has the exclusive right to provide to Zhisheng Group and Ankang Longevity Group consulting services related to business operation and management. All these contractual agreements obligate Tenet-Jove to absorb a majority of the risk of loss from Zhisheng Group and Ankang Longevity Group’s activities and entitle Tenet-Jove to receive a majority of their residual returns. In essence, Tenet-Jove has gained effective control over Zhisheng Group and Ankang Longevity Group. Based on these contractual arrangements, we believe that Zhisheng Group and Ankang Longevity should be considered as Variable Interest Entities (“VIEs”) under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”. Accordingly, the accounts of these entities are consolidated with those of Tenet-Jove. We carry out all of our business in China through our PRC subsidiaries, our VIEs and their subsidiaries. Currently, we operate three main business segments: (i) Tenet-Jove is engaged in manufacturing and selling of Luobuma and related products, also known in Chinese as “Luobuma”, including therapeutic clothing and textile products made from Luobuma; (ii) Zhisheng Group is engaged in the business of planting, processing and distributing of green agricultural produce as well as providing domestic and international logistic services for agricultural products (“Agricultural Products”); (iii) Ankang Longevity develops and manufactures traditional Chinese herbal medicinal products as well as other retail pharmaceutical products. These different business activities and products can potentially be integrated and benefit from one and other.

 

Factors Affecting Financial Performance

 

We believe that the following factors will affect our financial performance:

 

Increasing demand for our products - The increasing demand for our Luobuma therapeutic products, our Chinese herbal medicinal products and our agricultural products, will have a positive impact on our financial position. We plan to develop new products and expand our distribution network as well as to grow our business through possible mergers and acquisitions of similar or synergetic businesses, all aimed at increasing awareness of our brand, developing customer loyalty, meeting customer demands in various markets and providing solid foundations for our continuous growth. We do not currently have any agreements, undertakings or understandings to acquire any such entity.

 

Expansion of our sources of supply, production capacity and sales network - To meet the increasing demand for our products, we need to expand our sources of supply and production capacity. We plan to make capital improvements in our existing production facilities, which would improve both their efficiency and capacity. In the short-run, we intend to increase our investment in our reliable supply network, personnel training, information technology applications and logistic system upgrades. We also participate in two non-equity investment opportunities through a VIE, both of which are expect to provide us with new network and platforms.

 

Maintaining effective control of our costs and expenses -Successful cost control depends upon our ability to obtain and maintain adequate material supplies as required by our operations at competitive prices. We will focus on improving our long-term cost control strategies including establishing long-term alliances with certain suppliers to ensure adequate supply is maintained. We will carry forward the economies of scale and advantages from our nationwide distribution network and diversified offerings. Moreover, we will step up our efforts in higher value added products of Luobuma by using an exclusive and patented technology, to optimize quality management, procurement processes and cost control, and give full play to the strong production capacity and trustworthy sales teams to maximize our profit and bring better long-term return for our shareholders.

 

Economic and Political Risks

 

Our operations are conducted primarily in the PRC. Accordingly, our business, financial conditions and results may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

 

Our operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks with, among others, the political, economic and legal environment and foreign currency exchange. Our Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversions, remittances abroad, and rates and methods of taxation, among other things.

 

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the financial statements. Critical accounting policies are those accounting policies that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial condition or operating performance. While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies used in the preparation of our unaudited condensed consolidated financial statements require significant judgments and estimates. For additional information relating to these and other accounting policies, see Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this report.

 

Consolidation of Variable Interest Entities

 

In accordance with accounting standards regarding consolidation of VIEs, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates required to be made by management include, but are not limited to, useful lives of property, plant, and equipment, and intangible assets, the recoverability of long-lived assets and the valuation of accounts receivable, accrued expenses and taxes payable and inventory reserve. Actual results could differ from those estimates.

 

Accounts Receivable

        

Accounts receivable are recorded at net realizable value consisting of carrying amount less an allowance for uncollectible accounts, as necessary. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customers’ historical payment history, their current credit-worthiness and current economic trends. Accounts are written off against the allowance after efforts at collection prove unsuccessful.

 

Inventories

 

Inventories, which are stated at the lower of cost or current market value, consisting of raw materials, work-in-progress, finished goods related to the Company’s products. Cost is determined using the first in first out (“FIFO”) method. Market is the lower of replacement cost or net realizable value. Agricultural products that the Company farms are recorded at cost, which includes direct costs such as seed selection, fertilizer, labor cost and contract fee that are spent in growing agricultural products on the leased farmland, and indirect costs which include amortization of prepayment of farmland lease fee and farmland development cost. All the costs are accumulated until the time of harvest and then allocated to harvested crops costs when they are sold. The Company periodically evaluates its inventory and records inventory reserve for certain inventories that may not be saleable.

 

Revenue Recognition

 

The Company recognizes revenue from sales of Luobuma products, Chinese medicinal herbal products and agricultural products, as well as providing logistic service and other processing service to external customers. The Company recognizes revenue when all of the following have occurred: (i) there is persuasive evidence of an arrangement with a customer, (ii) delivery has occurred or services have been rendered, (iii) the sales price is fixed or determinable, and (iv) the Company’s collection of such fees is reasonable assured. These criteria, as related to the Company’s revenue, are considered to have been met as follows:

 

Sales of products: the Company recognizes revenue on sale of products when the goods are delivered and title to the goods passes to the customer provided that there are no uncertainties regarding customer acceptance; persuasive evidence of the an arrangement exists; the sales price is fixed or determinable; and collectability is deemed probable.

 

Revenue from the rendering of services: Revenue from international freight forwarding, domestic air and overland freight forwarding services are recognized upon the completion of the performance of services as stipulated in the underlying contract or when commodities are being released from the customer’s warehouse.

 

 

Fair Value of Financial Instruments

 

The Company adopted the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The carrying value of current assets and liabilities approximate their fair values because of the short-term nature of these instruments.

 

Results of Operations for the Three Months Ended September 30, 2016 and 2015

 

Overview

 

The following table summarizes our results of operations for the three months ended September 30, 2016 and 2015:

 

		Three Months Ended September 30,								Variance
		2016				2015				Amount				%
Revenue		$	6,366,664			$	7,285,919			$	(919,255	)			(12.62	)%
Cost of revenue			4,451,717				4,873,472				(421,755	)			(8.65	)%
Gross profit			1,914,947				2,412,447				(497,500	)			(20.62	)%
General and administrative expense			473,764				515,154				(41,390	)			(8.03	)%
Selling and distribution expense			380,318				487,882				(107,564	)			(22.05	)%
Income from operations			1,060,865				1,409,411				(348,546	)			(24.73	)%
Income from equity method investments			401,172				340,049				61,123				17.97	%
Other income (expense)			85,901				(19,644	)			105,545				(537.29	)%
Interest income			32,753				35,268				(2,515	)			(7.13	)%
Income before income tax provision			1,580,691				1,765,084				(184,393	)			(10.45	)%
Provision for income taxes			201,636				300,949				(99,313	)			(33.00	)%
Net income		$	1,379,055			$	1,464,135			$	(85,080	)			(5.81	)%
Comprehensive income (loss) attributable to Shineco Inc.		$	1,155,748			$	(443,142	)		$	1,598,890				(360.81	)%

 

 

Revenue

 

Currently, we have three types of revenue streams deriving from our three major business segments: First, developing, manufacturing and distributing specialized fabrics, textiles and other by-products derived from an indigenous Chinese plant Apocynum Venetum, known in Chinese as “Luobuma” or “Bluish Dogbane.” This segment is channeled through our directly owned subsidiary, Tenet-Jove. Second, processing and distributing traditional Chinese herbal medicine products as well as other pharmaceutical products. This segment is conducted by our Ankang Longevity Group VIEs. And third, planting, processing and distributing green and organic agricultural produce as well as growing and cultivation of yew trees. This segment is conducted through our VIEs, the Zhisheng Group.

 

The following table sets forth the breakdown of our revenue for the three months ended September 30, 2016 and 2015, respectively:

 

		Three Months Ended September 30,																Variance
		2016				%				2015				%				Amount				%
Sales of Luobuma products		$	737,461				11.59	%		$	1,095,545				15.04	%		$	(358,084	)			(32.69	)%
Sales of Chinese medicinal herbal products			3,180,371				49.95	%			3,480,179				47.76	%			(299,808	)			(8.61	)%
Sales of other agricultural products			2,448,832				38.46	%			2,710,195				37.20	%			(261,363	)			(9.64	)%
Total Amount		$	6,366,664				100.00	%		$	7,285,919				100.00	%		$	(919,255	)			(12.62	)%

 

For the three months ended September 30, 2016 and 2015, revenue from sales of Luobuma products was $737,461 and $1,095,545, respectively, which represented a decrease of $358,084 or 32.69%. The decrease of revenue from this segment was primarily due to the decreased sales price of our products. The Company focused on selling a portion of slow-moving products with a price equal to cost, which results in less revenue recognized during the three months ended September 30, 2016. Moreover, the sales volume also decreased and resulted in the decreased sales of Luobuma products for the three months ended September 30, 2016 as compared to the same period in 2015.

 

 

For the three months ended September 30, 2016 and 2015, revenue from sales of Chinese medicinal herbal products was $3,180,371 and $3,480,179, respectively, representing a decrease of $299,808 or 8.61%. The decrease was primarily due to the fact that in order to meet the qualifications of a new standard promulgated by the local government, the Company reduced production of certain types of traditional Chinese herbal medicines.

 

For the three months ended September 30, 2016 and 2015, revenue from sales of other agricultural products was $2,448,832 and $2,710,195, respectively, representing a decrease of $261,363 or 9.64%. The decrease was mainly attributable to the reduced sales volume of yew trees. The Company faced temporary difficulties in purchasing yew trees from upstream vendors because the vendors had limited stock.

 

Cost of Revenue

 

The following table sets forth the breakdown of the Company’s cost of revenue for the three months ended September 30, 2016 and 2015, respectively:

 

		Three Months Ended September 30,																Variance
		2016				%				2015				%				Amount				%
Sales of Luobuma products		$	367,220				8.25	%		$	400,218				8.21	%		$	(32,998	)			(8.25	)%
Sales of Chinese medicinal herbal products			2,437,713				54.76	%			2,694,258				55.28	%			(256,545	)			(9.52	)%
Sales of other agricultural products			1,631,239				36.64	%			1,762,402				36.16	%			(131,163	)			(7.44	)%
Business and sales related tax			15,545				0.35	%			16,594				0.35	%			(1,049	)			(6.32	)%
Total Amount		$	4,451,717				100.00	%		$	4,873,472				100.00	%		$	(421,755	)			(8.65	)%

 

For the three months ended September 30, 2016 and 2015, cost of revenue from sales of our Luobuma products was $367,220 and $400,218, respectively, representing a decrease of $32,998 or 8.25%. The decrease of cost of revenue was mainly due to the reduced total production output. Moreover, the percentage of the decrease in cost of revenue was lower than the decrease in sales during this period, which resulted from higher unit fixed cost due to decreased production output.

 

For the three months ended September 30, 2016 and 2015, cost of revenue from sales of Chinese medicinal herbal products was $2,437,713 and $2,694,258, respectively, representing a decrease of $256,545 or 9.52%. The percentage of the decrease in costs was proportional to the percentage of the decrease in sales due to the stable gross margin of our Chinese medicine herbal products.

 

For the three months ended September 30, 2016 and 2015, cost of revenue from sales of other agricultural products was $1,631,239 and $1,762,402, respectively, representing a decrease of $131,163 or 7.44%. The percentage of the decrease in costs was proportional to the percentage of the decrease in sales due to the stable gross margin of those products.

 

 

Gross Profit

 

The following table sets forth the breakdown of the Company’s gross profit for the three months ended September 30, 2016 and 2015, respectively:  

 

		Three Months Ended September 30,																Variance
		2016				%				2015				%				Amount				%
Sales of Luobuma products		$	366,637				19.15	%		$	691,052				28.65	%		$	(324,415	)			(46.95	)%
Sales of Chinese medicinal herbal products			730,717				38.16	%			773,602				32.06	%			(42,885	)			(5.54	)%
Sales of other agricultural products			817,593				42.69	%			947,793				39.29	%			(130,200	)			(13.74	)%
Total Amount		$	1,914,947				100.00	%		$	2,412,447				100.00	%		$	(497,500	)			(0.21	)%

 

Gross profit from Luobuma product sales decreased by $324,415 and gross profit contribution percentage decreased by 46.95% for the three months ended September 30, 2016 as compared to the same period of 2015. The decrease in gross profit was primarily due to a decrease in sales volume, which led to a higher unit cost and a lower gross profit. In addition, the Company sold a portion of slow-moving products with a price equal to cost, which results in percentage of decrease in gross profit higher than the percentage of decrease in sales during the three months ended September 30, 2016.

 

Gross profit from sales of Chinese medicinal herbal products had a decrease of $42,885 for the three months ended September 30, 2016 as compared to the same period of 2015, primarily due to decreased sales orders. Thus, contribution percentage of decrease in gross profit was slightly lower than the percentage of decrease in sales, for the three months ended September 30, 2016 as compared to the same period of 2015.

 

Gross profit from sales of other agricultural products decreased by $130,200 for the three months ended September 30, 2016 as compared to the same period of 2015. The decrease was primarily a result of decreased sales volume. As mentioned above, the Company faced temporary difficulties in purchasing yew trees from upstream vendors because the vendors had limited stock. Thus, we had relatively higher purchase cost and lower gross profit.

 

Expenses

 

The following table sets forth the breakdown of our operating expenses for the three months ended September 30, 2016 and 2015, respectively:

 

		Three Months Ended September 30,																Variance
		2016				%				2015				%				Amount				%
General and administrative expenses		$	473,764				55.47	%		$	515,154				51.36	%		$	(41,390	)			(8.03	)%
Selling and distribution expense			380,318				44.53	%			487,882				48.64	%			(107,564	)			(22.05	)%
Total Amount		$	854,082				100.00	%		$	1,003,036				100.00	%		$	(148,954	)			(14.85	)%

 

General and Administrative Expenses

 

For the three months ended September 30, 2016, our general and administrative expenses were $473,764, representing a decrease of $41,390 or 8.03%, as compared to the same period of 2015. The decrease was primarily attributable to decreased professional fees, partially offset by the increased rent expense of Zhisheng Agricultural, during the three months ended September 30, 2016 as compared to the same period of 2015.

 

 

Selling and Distribution Expense

 

For the three months ended September 30, 2016, our selling and distribution expenses were $380,318, representing a decrease of $107,564, or 22.05%, as compared to the same period of 2015. The decrease was primarily due to decreased advertising expense.

 

Income from Equity Method Investments

 

We formed two joint ventures, namely, Shaanxi Pharmaceutical Sunsimiao Drugstores Ankang Retail Chain Co., Ltd. (“Sunsimiao Drugstores”), and Shaanxi Pharmaceutical Holding Group Longevity Pharmacy Co., Ltd. (“Shaanxi Longevity Pharmacy”) with Shaanxi Pharmaceutical Group. We obtained a 49% equity interest in each of these two new joint venture companies. We recorded net income of $161,182 and $148,600 from these equity method investments for the three months ended September 30, 2016 and 2015, respectively. The increase in net income was primarily due to the higher net profit in the two joint ventures in the current period.

 

We had a supplemental agreement with Shaanxi Pharmaceutical Group. According to the supplemental agreement, the new joint venture companies established by Shaanxi Pharmaceutical and Ankang Longevity Group are required to purchase certain raw materials and drug products exclusively from Shaanxi Pharmaceutical Group. In return, Shaanxi Pharmaceutical Group has agreed to compensate Ankang Longevity Group with a preferred distribution equal to 7% of the total purchases made from Shaanxi Pharmaceutical Group. For the three months ended September 30, 2016, total income of $239,990 was recognized by Ankang Longevity Group from this supplemental agreement, compared to $191,449 in the same period in 2015 due to an increase in purchases in the current period.

 

We invested RMB 14.5 million (approximately $2.2 million) into Tiancang Systematic Warehousing project (“Tiancang Project”) operated by Zhen’Ai Network. The Tiancang Project is currently up and running. For the three months ended September 30, 2016 and 2015, Zhisheng Freight did not recognize any investment income from Zhen’Ai Network. 

  

Interest Income, net

 

For the three months ended September 30, 2016, our net interest income was $32,753 as compared to $35,268 in the same period of 2015. The decrease in net interest income mainly reflected the effect of depreciation of foreign currencies in terms of RMB.

 

Provision for Income Taxes

 

For the three months ended September 30, 2016 and 2015, the Company’s provision for income taxes decreased by $99,313 or 33.00% from $300,949 for the three months ended September 30, 2015 to $201,636 for the three months ended September 30, 2016. The decrease in the Company’s provision for income taxes was primarily due to decreased taxable income of Tenet-Jove for the period indicated.

 

 

Net Income

  

Our net income decreased by $85,080 or 5.81% for the three months ended September 30, 2016 as compared to the same period of 2015. The decrease in net income was primarily a result of the decrease in gross profit, partially offset by the decrease in operating expense and the increase in other income.

 

Comprehensive Income

 

The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to US$ is reported in other comprehensive loss in the unaudited condensed consolidated statements of income and comprehensive income (loss). The comprehensive income (loss) attributable to Shineco, Inc. increased by $1,598,890 to comprehensive income of $1,155,748 for the three months ended September 30, 2016 from comprehensive loss of $443,142 for the three months ended September 30, 2015 due to the RMB’s significant weakening against the U.S. dollar during the corresponding period in 2015.

 

Liquidity and Capital Resources

 

We currently finance our business operations primarily through cash provided by operating activities and bank loans. Our current cash primarily consists of cash on hand and cash in bank, which is unrestricted as to withdrawal and use and is deposited with banks in China.

 

On September 28, 2016, we completed the initial public offering of 1,713,190 shares of the Company’s common stock at a price of $4.50 per share for gross proceeds of $7.7 million and net proceeds of approximately $5.4 million. We intend to use 54%, 16%, 25% and 5% of proceeds received through IPO in expansion of high-pressure steam degumming proceed project, development of Ziyang County, China Chinese herbal medicine farm, processing plants project and development of e-commerce platform projects and working capital, respectively.

 

As of September 30, 2016 and June 30, 2016, we possessed cash of $28,669,501 and $22,009,374, respectively. Management believes that our current cash, cash flows provided by operating activities, and access to loans will be sufficient to meet our working capital needs for at least the next 12 months. We intend to continue to carefully execute our growth plans and manage market risk.

 

Treasury Policies

 

We have established treasury policies with the objectives of achieving effective control of treasury operations and of lowering cost of funds. Therefore, funding for all operations and foreign exchange exposure have been centrally reviewed and monitored from the top level. To manage our exposure to fluctuations in exchange rates and interest rates on specific transactions and foreign currency borrowings, currency structured instruments and other appropriate financial instruments will be used to hedge material exposure, if any.

 

Our policy precludes us from entering into any derivative contracts purely for speculative activities. Through our treasury policies, we aim to:

 

(a) Minimize interest risk

 

This is accomplished by loan re-financing and negotiation. We will continue to closely monitor the total loan portfolio and compare the loan margin spread under our existing agreements against the current borrowing interest rates under different currencies and new offers from banks.

 

(b) Minimize currency risk

 

In view of the current volatile currency market, we will closely monitor the foreign currency borrowings at company level. As of September 30, 2016 and June 30, 2016, we do not engage in any foreign currency borrowings or loan contracts.

 

 

Working Capital

 

The following table provides the information about our working capital at September 30, 2016 and June 30, 2016:

 

		September 30, 2016				June 30, 2016
Current Assets		$	43,372,696			$	35,529,801
Current Liabilities			7,631,326				6,538,024
Working Capital		$	35,741,370			$	28,991,777

 

The working capital increased by $6,749,593 or 23.28% from June 30, 2016 to September 30, 2016, primarily as a result of an increase in cash due to the net proceeds from our initial public offering during the three months ended September 30, 2016. We believe that we currently have sufficient working capital to run our business.

 

As of September 30, 2016 and June 30, 2016, other major components of our working capital included inventory and accounts receivable. Our inventory balance decreased by 12.29% from $4,608,179 as of June 30, 2016 to $4,041,813 as of September 30, 2016, which was mainly due to the decreased work in process of yew trees. The average inventory turnover days of finished goods in our industry ranges from 40 days to 60 days. Our inventory turnover days for raw materials and finished goods were around the industry average, because we tried to manage and control our inventory stockpile.

 

The accounts receivable, including accounts receivable from unconsolidated entities, as of September 30, 2016 were $7,142,024, an increase of approximately 28.63% from $5,552,242 as of June 30, 2016, mainly due to an increase of revenue receivable from Qingdao Zhihesheng and Shaanxi Pharmaceutical Group. The turnover days of trade receivables were 89.7 days for the three months ended September 30, 2016, compared to 74.6 days in the corresponding period last period. The average turnover days of accounts receivable in our industry is approximately 40 days. As of September 30, 2016, about 61.7% of our outstanding account receivables were aged within 90 days, which was in compliance with our credit terms.

 

Capital Commitments and Contingencies

 

Capital commitments refer to the allocation of funds for a possible liability in the near future arising out of capital expenditures. Contingency refers to a condition that arises from past transactions or events, the outcome of which will be confirmed only by the occurrence or non-occurrence of uncertain futures events.

 

As of September 30, 2016 and 2015 we had no material capital commitments or contingent liabilities.

 

 

Cash Flows

 

The following table provides detailed information about our net cash flows for the three months ended September 30, 2016 and 2015.

 

		For the three months ended September 30,
		2016				2015
		(Restated)
Net cash provided by operating activities		$	415,509			$	5,674,797
Net cash provided by (used in) investing activities			(284	)			158,979
Net cash provided by financing activities			6,330,556				93,452
Effect of exchange rate changes on cash			(85,654	)			(331,958	)
Net increase in cash			6,660,127				5,595,270
Cash, beginning of period			22,009,374				6,056,105
Cash, end of period		$	28,669,501			$	11,651,375

 

Operating Activities

 

Net cash provided by operating activities during the three months ended September 30, 2016 was approximately $0.4 million, consisting of net income of $1.4 million, net changes in our operating assets and liabilities, which mainly included an increase in accounts receivable of $1.4 million, reduction in inventory of $0.6 million and repayment in advances to suppliers of $0.4 million. Net cash provided by operating activities during the three months ended September 30, 2015 was approximately $5.7 million, consisting of net income of $1.5 million and net changes in our operating assets and liabilities, which mainly included collection in accounts receivable of $2.4 million, reduction in inventory of $1.0 million and decrease in advance to suppliers of $0.4 million.

 

Investing Activities

 

For the three months ended September 30, 2016, net cash used in investing activities amounted to $284 as compared to net cash provided by investing activities of $158,979 for the same period of 2015. The decrease in net cash provided by investing activities was primarily due to collections on loans to related parties of $130,495, partially offset by loan advances to third parties of $108,648 for the three months ended September 30, 2016.

 

Financing Activities

 

For the three months ended September 30, 2016, net cash provided by financing activities amounted to $6,330,556, as opposed to net cash provided by financing activities of $93,452 for the same period of 2015. The increase in net cash provided by financing activities was primarily due to net proceeds from our initial public offering of $5,394,549 for the three months ended September 30, 2016.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a small reporting company, we are not required to provide the information required by this item.

  

ITEM 4. CONTROLS AND PROCEDURES

 

(a)

Evaluation of Controls and Procedures

 

We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that the 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. Based on our review, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this report due to following material weaknesses:

 

·        Lack of full-time U.S. GAAP personnel in the accounting department to monitor the recording of the transactions;

 

·        Lack of segregation of duties for accounting personnel who prepared and reviewed the journal entries.

 

·        Failure to record properly certain expenses associated with our initial public offering, which resulted in a need to restate this quarterly report.

 

In order to address the above material weaknesses, our management plans to take the following steps:

 

·        Recruiting sufficient qualified professionals with appropriate levels of knowledge and experience to assist in reviewing and resolving accounting issues in routine or complex transactions. To mitigate the reporting risks, we engaged an outside professional consulting firm to supplement our efforts to improve our internal control over financial reporting;

 

·        Improving the communication between management, board of directors and the Chief Financial Officer; and

 

·        Obtaining proper approval for other significant and non-routine transactions from the Board of Directors.

 

The Company believes the foregoing measures will remediate the identified material weaknesses in future periods. The Company is committed to monitoring the effectiveness of these measures and making any changes that are necessary and appropriate.

 

(b)

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during our third fiscal quarter of 2016. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

  

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business, operating results, cash flows or financial condition.

 

ITEM 1A. RISK FACTORS.

 

As a smaller reporting company, we are not required to provide the information otherwise required by this Item. 

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

On November 4, 2016 the Company moved its executive offices to Room 1001, Building T5, DaZu Square, Daxing District, Beijing.

  

ITEM 6. EXHIBITS

 

Exhibit Number		Description
3.1		Certificate of Incorporation of Shineco, Inc. (1)
3.2		Amended and Restated Bylaws of Shineco, Inc. (1)
4.1		Specimen Common Stock Share Certificate (2)
31.1		Certification 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		Certification 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		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101. INS		XBRL Instance Document *
101. SCH		XBRL Taxonomy Extension Schema Document *
101. CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101. DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101. LAB		XBRL Taxonomy Extension Label Linkbase Document*
101. PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

 

* Filed herewith.

   

(1)

Incorporated by reference to the Amendment No. 1 to Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on July 1, 2015.

 

(2)

Incorporated by reference to the Amendment No. 5 to Registration Statement on Form S-1 filed by the Company with the SEC on January 27, 2016.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	SHINECO, INC.
Dated: May 12, 2017	By:	/s/ Yuying Zhang
		Yuying Zhang
		Chief Executive Officer
		(Principal Executive Officer)
Dated: May 12, 2017	By:	/s/ Sam Wang
		Sam Wang
		Chief Financial Officer
		(Principal Financial and Accounting Officer)