UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2020

 

OR

 

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

COMMISSION FILE NUMBER: 000-54884

 

CHINA UNITED INSURANCE SERVICE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	30-0826400
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

7F, No. 311 Section 3

Nan-King East Road

Taipei City, Taiwan

(Address of principal executive offices)

 

+8862-87126958

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x  No ¨ 

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 

Yes x  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 x
Non-accelerated filer ¨	Smaller reporting company x
	Emerging growth company ¨

 

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

 

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes ¨  No  x

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

  

As of May 6, 2020, there were 29,421,736 shares of common stock issued and outstanding, and 1,000,000 preferred shares issued and outstanding.

    

 

TABLE OF CONTENTS

 

PART I.		FINANCIAL INFORMATION	F-1
ITEM 1.		CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	F-1
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	10
ITEM 4.		CONTROLS AND PROCEDURES	11
PART II.		OTHER INFORMATION	13
ITEM 1.		LEGAL PROCEEDINGS	13
ITEM 1A.		RISK FACTORS	13
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES	13
ITEM 4.		MINE SAFETY DISCLOSURES	13
ITEM 5.		OTHER INFORMATION	13
ITEM 6.		EXHIBITS	14
SIGNATURES			15

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described under Part 1 Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

 

Forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report, or that we filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect.

  

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

 

 

OTHER PERTINENT INFORMATION

 

References in this quarterly report to “we,” “us,” “our” and the “Company” and words of like import refer to China United Insurance Service, Inc., its subsidiaries and variable interest entities.

 

References to China or the PRC refer to the People’s Republic of China (excluding Hong Kong, Macao and Taiwan). References to Taiwan refer to Republic of China.

 

Unless context indicates otherwise, reference to the “Company” in this quarterly report refers to China United Insurance Service, Inc. and its subsidiaries. Reference to “AHFL” refers to the combined operations of Action Holdings Financial Limited and its Taiwan Subsidiaries (as defined below). Reference to “Anhou” refers to the combined operations of Law Anhou Insurance Agency Co., Ltd. and its subsidiaries.

  

Our business is conducted in Taiwan and China using New Taiwanese Dollars (“NT$” or “NTD”), the currency of Taiwan, Hong Kong Dollars (“HK$” or “HKD”), the currency of Hong Kong, and RMB, the currency of China, respectively, and our financial statements are presented in United States dollars (“USD”, “US$” or “$”). In this quarterly report, we refer to assets, obligations, commitments and liabilities in our financial statements in U.S. dollars. These dollar references are based on the exchange rate of NT$, HK$ and RMB to USD, determined as of a specific date. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars which may result in an increase or decrease in the amount of our obligations (expressed in USD) and the value of our assets, including accounts receivable (expressed in USD).

  

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

		March 31, 2020				December 31, 2019
		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents		$	12,058,320			$	12,615,008
Time deposits			42,527,370				38,731,658
Accounts receivable			14,759,386				22,541,558
Contract assets			220,665				-
Marketable securities			1,144,659				290,153
Other current assets			2,067,271				1,810,962
Total current assets			72,777,671				75,989,339
Property, plant and equipment, net			1,441,283				1,402,866
Operating lease assets			5,697,468				5,522,665
Intangible assets			457,040				518,264
Long-term investments			2,575,494				2,693,082
Restricted cash – noncurrent			43,141				43,492
Other assets			3,675,559				3,072,714
TOTAL ASSETS		$	86,667,656			$	89,242,422
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term loans		$	9,600,000			$	8,100,000
Commission payable to sales professionals			8,269,902				12,545,730
Income tax payable – current			3,673,645				2,389,304
Operating lease liabilities – current			2,482,675				2,242,034
Due to related parties			535,339				462,859
Other current liabilities			9,631,104				11,657,184
Total current liabilities			34,192,665				37,397,111
Operating lease liabilities			2,938,731				3,048,632
Income tax payable – noncurrent			815,451				815,451
Other liabilities			1,993,683				2,229,736
TOTAL LIABILITIES			39,940,530				43,490,930
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.00001, 10,000,000 authorized, 1,000,000 issued and outstanding			10				10
Common stock, par value $0.00001, 100,000,000 authorized, 29,421,736 issued and outstanding			294				294
Additional paid-in capital			8,190,449				8,190,449
Statutory reserves			8,228,904				8,228,904
Retained earnings			8,865,692				9,402,294
Accumulated other comprehensive income			90,661				417,015
Total stockholders' equity attribute to parent’s shareholders			25,376,010				26,238,966
Noncontrolling interests			21,351,116				19,512,526
TOTAL STOCKHOLDERS’ EQUITY			46,727,126				45,751,492
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	86,667,656			$	89,242,422

    

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

 

 

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

		Three Months Ended March 31,
		2020				2019
Revenue		$	28,523,210			$	19,426,674
Cost of revenue			19,499,924				11,195,074
Gross profit			9,023,286				8,231,600
Operating expenses:
Selling			490,030				488,620
General and administrative			7,558,908				3,803,556
Total operating expense			8,048,938				4,292,176
Income from operations			974,348				3,939,424
Other income (expenses):
Interest income			110,891				88,473
Interest expenses			(59,282	)			(33,582	)
Other - net			(152,739	)			301,926
Total other income			(101,130	)			356,817
Income before income taxes			873,218				4,296,241
Income tax expense			(883,633	)			(1,077,387	)
Net (loss) income			(10,415	)			3,218,854
Less: net income attributable to noncontrolling interests			526,187				1,211,849
Net (loss) income attributable to parent’s shareholders			(536,602	)			2,007,005
Other comprehensive loss items:
Foreign currency translation loss			(561,123	)			(363,320	)
Other			(57	)			-
Total other comprehensive loss			(561,180	)			(363,320	)
Comprehensive (loss) income			(571,595	)			2,855,534
Less: comprehensive (loss) income attributable to noncontrolling interests			(291,361	)			(1,061,527	)
Comprehensive (loss) income attributable to parent’s shareholders		$	(862,956	)		$	1,794,007
Weighted average shares outstanding:
Basic and diluted			29,421,736				29,452,669
(Loss) earning per share attributable to common stockholders of parent:
Basic and diluted		$	(0.018	)		$	0.066

   

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

 

 

 

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(UNAUDITED)

 

		Common Stock				Amount				Preferred Stock				Amount				Additional Paid-in Capital				Statutory Reserves				Accumulated Other Comprehensive Income				Retained Earnings				Total				Noncontrolling Interests				Total Equity
Balance December 31, 2019			29,421,736			$	294				1,000,000			$	10			$	8,190,449			$	8,228,904			$	417,015			$	9,402,294			$	26,238,966			$	19,512,526			$	45,751,492
Issuance of preferred shares of subsidiary to noncontrolling interests			-				-				-				-				-				-				-				-				-				1,547,229				1,547,229
Foreign currency translation loss			-				-				-				-				-				-				(326,316	)			-				(326,316	)			(234,807	)			(561,123	)
Other comprehensive loss			-				-				-				-				-				-				(38	)			-				(38	)			(19	)			(57	)
Net (loss) income			-				-				-				-				-				-				-				(536,602	)			(536,602	)			526,187				(10,415)
Balance March 31, 2020			29,421,736			$	294				1,000,000			$	10			$	8,190,449			$	8,228,904			$	90,661			$	8,865,692			$	25,376,010			$	21,351,116			$	46,727,126

 

 

		Common Stock				Amount				Preferred Stock				Amount				Additional Paid-in Capital				Statutory Reserves				Accumulated Other Comprehensive Loss				Retained Earnings				Total				Noncontrolling Interests				Total Equity
Balance December 31, 2018			29,452,669			$	295				1,000,000			$	10			$	8,190,449			$	7,299,123			$	(171,318	)		$	7,273,227			$	22,591,786			$	16,351,044			$	38,942,830
Foreign currency translation loss			-				-				-				-				-				-				(212,998	)			-				(212,998	)			(150,322	)			(363,320	)
Other comprehensive gain			-				-				-				-				-				-				-				-				-				-				-
Net income			-				-				-				-				-				-				-				2,007,005				2,007,005				1,211,849				3,218,854
Balance March 31, 2019			29,452,669			$	295				1,000,000			$	10			$	8,190,449			$	7,299,123			$	(384,316	)		$	9,280,232			$	24,385,793			$	17,412,571			$	41,798,364

 

 

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

 

 

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		Three Months Ended March 31,
		2020				2019
Cash flows from operating activities:
Net (loss) income		$	(10,415	)		$	3,218,854
Adjustments to reconcile net income to net cash provided by operating activities
Compensation cost of the preferred stocks issued to nonemployees			1,554,289				-
Depreciation and amortization			201,522				166,061
Amortization of bond premium			66				65
Gain (loss) on valuation changes of financial assets			170,530				(74,056	)
Loss on disposal of fixed assets			7,346				10,855
Deferred income tax			(479,202	)			(34,459	)
Changes in operating assets and liabilities:
Accounts receivable			7,596,492				2,055,797
Contract assets			(221,848	)			(1,040,568	)
Other current assets			(235,848	)			2,184,387
Other assets			(156,709	)			(552,165	)
Income tax payable			1,306,071				1,032,707
Commission payable			(4,171,583	)			(3,004,106	)
Other current liabilities			(2,004,534	)			(901,092	)
Long-term liabilities			(215,366	)			(1,423,100	)
Net cash provided by operating activities			3,340,811				1,639,180
Cash flows from investing activities:
Purchases of time deposits			(22,634,176	)			(18,305,382	)
Proceeds from maturities of time deposits			18,441,127				9,924,948
Purchases of marketable securities			(940,268	)			-
Proceeds from disposal of equipment			2,879				-
Purchase of equipment			(195,976	)			(87,315	)
Purchase of intangible assets			(9,487	)			(21,259	)
Cash received from issuance of preferred shares by a subsidiary			319				-
Net cash used in investing activities			(5,335,582	)			(8,489,008	)
Cash flows from financing activities:
Proceeds from short-term loans			22,800,000				9,512,787
Repayment of short-term loans			(21,300,000	)			(8,400,000	)
Proceeds from related party borrowings			79,759				-
Net cash provided by financing activities			1,579,759				1,112,787
Foreign currency translation			(142,027	)			(138,150	)
Net decrease in cash, cash equivalents and restricted cash			(557,039	)			(5,875,191	)
Cash, cash equivalents and restricted cash, beginning balance			12,658,500				20,639,771
Cash, cash equivalents and restricted cash, ending balance		$	12,101,461			$	14,764,580
SUPPLEMENTARY DISCLOSURE:
Interest paid		$	58,926			$	40,895
Income tax paid		$	-			$	8,176

 

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

 

 

 

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

  

China United Insurance Service, Inc. (“China United”, “CUII”, or the “Company”) is a Delaware corporation, organized on June 4, 2010 by Yi-Hsiao Mao, a Taiwan citizen, as a listing vehicle for both ZLI Holdings Limited (“CU Hong Kong”) and Action Holdings Financial Limited (“AHFL,” a company incorporated in the British Virgin Islands). The Company primarily engages in brokerage and insurance agency services by providing two broad categories of insurance products, life insurance products and property and casualty insurance products, and manages its business through aggregating them into three geographic operating segments, Taiwan, PRC, and Hong Kong. The Company’s common stock currently trades over the counter under the ticker symbol “CUII” on the OTC Pink market.

 

In May 2019, AHFL entered into an agreement to make capital contributions of $485,909 (NTD15,000,000) to AIlife International Investment Co., Limited (“AIlife”, formerly known as “Ilife”). After the transaction, the Company owned 93.75% of AIlife. In July 2019, AHFL acquired the remaining 6.25% shares of AIlife, which became the Company’s wholly owned subsidiary. The business objective of AIlife is to obtain a non-exclusive license covering certain information technology systems from Law Broker and generate revenues from marketing and making the technologies available to insurance intermediary companies.

 

O June 4, 2019, AIlife entered into an acquisition agreement with the selling shareholder of Uniwill Insurance Broker Co., Ltd (“Uniwill”). Pursuant to the acquisition agreement, AIlife agreed to pay $14,535 (NTD 450,000) in exchange for the insurance brokerage licenses issued to Uniwill by the Taiwanese government, along with right to the Uniwill company name and $6,455 (NTD 200,000) of legal deposits. The Company has no intention of operating the Uniwill existing brokerage business nor retaining any of its sales personnel. Therefore, the acquisition is accounted as an assets purchase.

 

On November 15, 2019, AIlife, Cyun-Jhan Enterprise Co., Ltd. (“Cyun-Jhan”), and Jian-Zao International Industrial Co., Ltd. (“Jian-Zao” and, collectively with AIlife and Cyun-Jhan, the “Parties”) entered into a Joint Venture Agreement (the “JV Agreement”). Under the terms of the JV Agreement, the Parties agreed to invest funds, labor and technology into Uniwill. Under the terms of the JV Agreement, the paid-in capital of Uniwill should increase to an aggregate amount of $13.3 million (NTD 400 million) by AIlife, provided that the other two parties achieve performance goals no later than December 31, 2021. On August 15, 2019, AIlife increased and completed the capital injections in Uniwill to the amount of $3.3 million. As of March 23, 2020, the Company completed regulatory approvals and amendment of Uniwill’s Article of Incorporation. During the three months ended March 31, 2020, Uniwill issued a total of 9,608 preferred shares to Cyun-Jhan and Jian-Zao for cash and recognized additional market value of $1,554,289 on February 10, 2020. The holders of 9,608 shares of preferred stocks participate in daily operating and entitle to have the rights of share 50% of earnings of Uniwill. Each share of the preferred stock issued has 1,000 votes as compared to one vote per common stock share. The preferred stock’s right of conversion to common stocks upon the achievement of performance goals are set forth in the JV Agreement.

   

 

The corporate structure as of March 31, 2020 is as follows:

 

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The unaudited consolidated financial statements include the accounts of China United, its subsidiaries and variable interest entities as shown in the corporate structure in Note 1. All significant intercompany transactions and balances have been eliminated in the consolidation.  Certain reclassifications have been made to the consolidated financial statements for prior year to the current year’s presentation. Such reclassifications have no effect on net income as previously reported.

 

Basis of Presentation

  

The unaudited consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

 

 

These unaudited consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2019, which were included in the Company’s 2019 Annual Report on Form 10-K (“2019 Form 10-K”). The accompanying consolidated balance sheet as of December 31, 2019, has been derived from the Company’s audited consolidated financial statements as of that date.

 

Use of Estimates

 

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions.  

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable includes commission receivables stated at net realizable values. The Company reviews its accounts receivable regularly to determine if a bad debt allowance is necessary at each quarter-end. Management reviews the composition of accounts receivable and analyzes the age of receivables outstanding, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the necessity of making such allowance. No allowance was deemed necessary as of March 31, 2020 and December 31, 2019.

 

Foreign Currency Transactions

 

The Company’s financial statements are presented in U.S. dollars ($), which is the Company’s reporting and functional currency. The functional currencies of the Company’s subsidiaries are NTD, RMB and HKD. The resulting translation adjustments are reported under other comprehensive income in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 220 (“ASC 220”), “Reporting Comprehensive Income”. Gains and losses resulting from the translation of foreign currency transactions are reflected in the consolidated statements of operations and other comprehensive income (loss). Monetary assets and liabilities denominated in foreign currency are translated at the functional currency using the rate of exchange prevailing at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the consolidated statements of operations and other comprehensive income (loss).

 

The Company translates the assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from NTD, RMB and HKD into U.S. dollars are recorded in stockholders’ equity as part of accumulated other comprehensive income. The exchange rates used for financial statements are as follows:

  

		Average Rate for the three months ended March 31,
		2020				2019
Taiwan dollar (NTD)		NTD	30.104041			NTD	30.815550
China yuan (RMB)		RMB	6.979847			RMB	6.746399
Hong Kong dollar (HKD)		HKD	7.770461			HKD	7.845634
United States dollar ($)		$	1.000000			$	1.000000

   

 

		Exchange Rate at
		March 31, 2020				December 31, 2019
Taiwan dollar (NTD)		NTD	30.247627			NTD	29.95314
China yuan (RMB)		RMB	7.087588			RMB	6.96676
Hong Kong dollar (HKD)		HKD	7.752546			HKD	7.78722
United States dollar ($)		$	1.000000			$	1.000000

  

Earnings (Loss) Per Share

 

Basic earnings (loss) per common share (“EPS”) is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares includes additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued.

  

 

As the holders of preferred stock of the Company are entitled to share equally with the holders of common stock, on a per share basis, in such dividends and other distributions of cash, property or shares of stock of the Company as may be declared by the board of directors, the preferred stock is treated as a participating security. When calculating the basic earnings per common share, the two-class method is used to allocate earnings to common stock and participating security as required by FASB ASC Topic 260, “Earnings Per Share.” As of March 31, 2020 and 2019, the Company does not have any potentially dilutive instrument.

 

Fair Value of Financial Instruments

 

Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

 

·

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

·

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

 

·

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

The following table summarize financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019:

 

		March 31, 2020
		Fair Value												Carrying
		Level 1				Level 2				Level 3				Value
Assets
Total time deposits		$	42,527,370			$	-			$	-			$	42,527,370
Marketable securities:
Mutual funds		$	-			$	1,144,659			$	-			$	1,144,659
Long-term investments:
Government bonds held for available-for-sale			100,096				-				-				100,096
REITs			1,204,723				-				-				1,204,723
Total assets measured at fair value		$	43,832,189			$	1,144,659			$	-			$	44,976,848

 

		December 31, 2019
		Fair Value												Carrying
		Level 1				Level 2				Level 3				Value
Assets
Total cash equivalents and time deposits		$	40,194,850			$	-			$	-			$	40,194,850
Marketable securities:
Mutual funds			-				290,153				-				290,153
Long-term investments:
Government bonds held for available-for-sale			101,203				-				-				101,203
REITs			1,308,711				-				-				1,308,711
Total assets measured at fair value		$	41,604,764			$	290,153			$	-			$	41,894,917

 

 

 

The carrying amounts of current financial assets and liabilities in the consolidated balance sheets for cash equivalents, time deposits, and restricted cash equivalents approximate fair value due to the short-term duration of those instruments.

 

Marketable securities and long-term investments in REITs – The fair values of mutual funds and REITs were valued based on quoted market prices in active markets.

 

Government bonds – The fair value of government bonds is valued based on theoretical bond price in the Taipei Exchange.

 

According to Taiwan Regulations Governing Deposit of Bond and Acquirement of Insurance by Insurance Agents, Insurance Brokers and Insurance Surveyors (“RGDBAI”) Article 3 and 4, Law Broker is required to maintain a minimum of NTD 3,000,000 ($99,181 and $100,156 as of March 31, 2020 and December 31, 2019, respectively) restricted balance in a separate account or government bonds issued by the central government in order to maintain its insurance license. The government bonds will mature on March 17, 2021 and the amortized cost of the bonds is $99,436 (NTD 3,007,688) and $100,479 (NTD 3,009,674) as of March 31, 2020 and December 31, 2019, respectively. The Company will purchase a similar investment after the maturity of the bonds to maintain the insurance license.  

 

Concentration of Risk

 

The Company maintains cash with banks in the USA, People’s Republic of China (“PRC”), Hong Kong, and Taiwan.  Should any bank holding cash become insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose the cash with that bank; however, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. In Taiwan, a depositor has up to NTD3,000,000 insured by Central Deposit Insurance Corporation (“CDIC”). In China, a depositor has up to RMB500,000 insured by the People’s Bank of China Financial Stability Bureau (“FSD”). In Hong Kong, a depositor has up to HKD500,000 insured by Hong Kong Deposit Protection Board (“DPB”). In the United States, the standard insurance amount is $250,000 per depositor in a bank insured by the Federal Deposit Insurance Corporation (“FDIC”).

 

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, time deposits, restricted cash, register capital deposit and accounts receivable. As of March 31, 2020 and December 31, 2019, approximately $2,612,00 and $2,293,000 of the Company’s cash and cash equivalents, time deposits, restricted cash equivalents and registered capital deposits held by financial institutions, was insured, and the remaining balance of approximately $52,945,000 and $50,108,000, was not insured. With respect to accounts receivable, the Company generally does not require collateral and does not have an allowance for doubtful accounts.

 

For the three months ended March 31, 2020 and 2019, the Company’s revenues from sale of insurance policies underwritten by these companies were: 

 

		Three months ended March 31,
		2020								2019
		Amount				% of Total Revenue				Amount				% of Total Revenue
Taiwan Life Insurance Co., Ltd.		$	5,592,675				20	%		$	3,371,243				17	%
TransGlobe Life Insurance Inc.			4,995,954				18	%			2,787,932				14	%
Farglory Life Insurance Co., Ltd.			3,379,091				12	%		$	4,420,420				23	%
Shin Kong Life Insurance Co., Ltd.			3,062,062				11	%			1,561,986				8	%

 

 

As of March 31, 2020 and December 31, 2019, the Company’s accounts receivable from these companies were: 

 

		March 31, 2020								December 31, 2019
		Amount				% of Total Accounts Receivable				Amount				% of Total Accounts Receivable
TransGlobe Life Insurance Inc.		$	3,301,616				22	%		$	4,239,621				19	%
Taiwan Life Insurance Co., Ltd			2,875,035				20	%			4,012,914				18	%
Farglory Life Insurance Co., Ltd.			1,955,082				13	%			2,664,140				12	%
Shin Kong Life Insurance Co., Ltd.			1,628,219				11	%			3,586,795				16	%
AIA International Limited Taiwan Branch			1,000,994				7	%			2,447,051				11	%

 

The Company’s operations are in the PRC, Hong Kong and Taiwan. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic, foreign currency exchange and legal environments in the PRC, Hong Kong and Taiwan, and by the state of each economy. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, Hong Kong and Taiwan, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

  

Stock-Based Compensation

  

The Company accounts for equity-based compensation cost in accordance with ASC 718, Compensation-Stock Compensation after adoption of ASC 2018-07, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and nonemployees, net of estimated forfeitures, over the employees requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Compensation costs for awards granted to nonemployees under Uniwill for each of the three months ended March 31, 2020 and 2019 were $1,554,289 and nil, respectively.

  

Income Taxes

 

The Company records income tax expense using the asset-and-liability method of accounting for deferred income taxes. Under this method, deferred taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that the deferred tax assets will not be realized.

 

When tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of operations and other comprehensive income (loss).

 

 

New Accounting Pronouncements and Other Guidance

 

Credit Losses

 

In June 2016, the FASB issued ASU No. 2016-13, (FASB ASC Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, rather than the “incurred loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments.

 

In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company believes the adoption of ASU No. 2016-13 will not have a material impact on its financial position and results of operations.

 

The management does not believe that other than disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.

 

NOTE 3 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

Cash, cash equivalents and restricted cash consisted of the following as of March 31, 2020 and December 31, 2019:

  

		March 31, 2020				December 31, 2019
Cash and cash equivalents:
Cash on hand and in banks		$	12,058,320			$	11,151,816
Time deposits – with original maturities less than three months (see Note 4)			-				1,463,192
			12,058,320				12,615,008
Restricted cash – noncurrent			43,141				43,492
Total cash, cash equivalents and restricted cash shown in the statements of cash flows		$	12,101,461			$	12,658,500

 

Noncurrent restricted cash includes a mandatory deposit in the bank in conformity with Provisions of the Supervision and Administration of Specialized Insurance Agencies in PRC, which is not allowed to be withdrawn without the permission of the regulatory commission, and a trust account held for the bonus accrued for Law Broker’s officers.

 

NOTE 4 – TIME DEPOSITS

 

		March 31, 2020				December 31, 2019
Total time deposits		$	42,527,370			$	40,194,850
Less: Time deposits – with original maturities less than three months (see Note 3)			-				(1,463,192	)
Time deposits – original maturities over three months but less than one year		$	42,527,370			$	38,731,658

 

Time Deposits Pledged as Collateral

 

The Company had time deposits $165,302 (NTD 5 million) pledged as collateral for the Company’s credit card as of Mach 31, 2020. In addition, the Company had time deposits of $11,118,894 and 11,920,632 pledged as collateral for short-term loans, respectively, as of March 31, 2020 and December 31, 2019. See Note 5.

 

 

NOTE 5 – SHORT-TERM LOANS

 

The Company’s short-term loans consisted of the following as of March 31, 2020 and December 31, 2019:

 

		March 31, 2020				December 31, 2019
Credit facility, O-Bank		$	3,100,000			$	2,600,000
Credit facility, FEIB			2,500,000				2,500,000
Credit facility, CTBC			1,500,000				1,500,000
Credit facility, KGI			1,500,000				1,500,000
Credit facility, E. Sun			1,000,000				-
Total short-term loans		$	9,600,000			$	8,100,000

 

The Company entered into the following credit agreements:

 

O-Bank Co., Ltd. (“O-Bank”)

 

CUII has a revolving credit facility in amount of $4,000,000 with O-Bank, which matures on October 22, 2020. Borrowings under the revolving credit facility bear interest at the TAIFX3 rate plus a margin of 0.5%. As of March 31, 2020 and December 31, 2019, the outstanding balance of the revolving credit facility were $3,100,000 with a weighted average interest rate of 2.85% and $2,600,000 with a weighted average interest rate of 2.83%, respectively. As of March 31, 2020 and December 31, 2019, the borrowing is secured by a total amount of $3,570,528 (NTD 108 million) and $3,038,079 (NTD 91 million) of time deposits.

 

Law Broker entered into a credit agreement with O-Bank, which matures on October 22, 2020, and the agreement provides for a $3.3 million (NTD 100 million) revolving credit facility. Borrowings under this agreement bear interest at the TAIFX3 rate plus a margin of 0.75%. As of March 31, 2020 and December 31, 2019, the outstanding loan under this credit agreement was nil.

 

Far Eastern International Bank (“FEIB”)

 

In September 2017, CUII entered into a line of credit agreement with FEIB, which matures on January 8, 2021, and borrowings under the revolving credit facility bear interest at the higher of LIBOR or TAIFX3 rate plus a margin of 0.85%. The outstanding balance of the revolving credit facility were $2,500,000 as of March 31, 2020 and December 31, 2019. The interest rate for the outstanding balance as of March 31, 2020 and December 31, 2019 were 3.65% and 3.05%, respectively. As of March 31, 2020 and December 31, 2019, the borrowing is secured by a total amount of $3,034,949 (NTD 91.8 million) and $3,064,787 (NTD 91.8 million) of time deposits.

 

Law Broker entered into a credit agreement with FEIB providing for a $2.6 million (NTD 80 million) revolving credit facility, which matures January 8, 2021. As of March 31, 2020 and December 31, 2019, there was no outstanding loan under this credit agreement.

  

CTBC Bank Co., Ltd. (“CTBC”)

 

CUII has a revolving credit facility in amount of $1,500,000 with CTBC, which matures on August 31, 2020, and borrowings under the revolving credit facility bear interest at the CTBC’s cost of funds plus a margin of 1%. The outstanding balance of the revolving credit facility were $1,500,000 as of March 31, 2020 and December 31, 2019. The interest rate for the outstanding balance as of March 31, 2020 and December 31, 2019 were 2.95% and 3.20%, respectively. As of March 31, 2020 and December 31, 2019, The borrowing is secured by a total amount of $1,719,143 (NTD 52 million) and $1,736,045 (NTD 52 million) of time deposits. Law Broker is the guarantor of the credit facility.

 

Law Broker entered into a credit agreement with CTBC providing for a $3.3 million (NTD 100 million) revolving credit facility, which matures on August 31, 2020. As of March 31, 2020 and December 31, 2019, the outstanding loan under this credit agreement was nil.

 

KGI Commercial Bank Co., Ltd. (“KGI”)

 

CUII was approved for a line of credit agreement with KGI, which matures on October 2, 2020, pursuant to which CUII has a revolving credit facility of $1,600,000. Borrowings under the agreement bear interest at the LIBOR rate plus a margin of 0.9%. As of March 31, 2020 and December 31, 2019, the Company had the outstanding borrowing of $1,500,000 with a weighted interest rate of 2.80% and $1,500,000 with a weighted interest rate of 3.06%, respectively. The borrowing is secured by a total amount of $1,769,336 (RMB 7.6 million and NTD 20 million) and $2,295,061 (RMB 7.6 million and NTD 36 million) of time deposits.

 

 

Law Broker entered into another credit agreement with KGI providing for a $1.6 million (NTD 50 million), and the agreement matures on October 2, 2020. The borrowing is secured by a total amount of $1,786,660 (RMB 12 million) of time deposits as of December 31, 2019. As of March 31, 2020 and December 31, 2019, there was no outstanding loan under this credit agreement.

  

E. Sun Bank (“E. Sun”)

 

CUII was approved for a line of credit agreement with E. Sun, pursuant to which CUII has a revolving credit facility of $1,000,000. Borrowings under the agreement bear interest at the LIBOR rate plus a margin of 0.7%. As of March 31, 2020, the Company had the outstanding borrowing of $1,000,000 with an interest rate of 2.45%. The borrowing is secured by a total amount of $1,024,938 of time deposits. CUII’s revolving credit facility with E. Sun expired on April 2, 2020 and CUII was in the process of extending the term of the credit facility.

 

Total interest expenses of bank loans incurred were $59,282 and $28,845 for the three months ended March 31, 2020 and 2019, respectively.

  

NOTE 6 – COMMISSIONS PAYABLE TO SALES PROFESSIONALS

 

Commissions payable to sales professionals consisted of the following as of March 31, 2020 and December 31, 2019:

 

		March 31, 2020				December 31, 2019
Taiwan		$	7,966,075			$	12,123,149
PRC			303,827				422,581
Hong Kong			-				-
Total commissions payable to sales professionals		$	8,269,902			$	12,545,730

  

Commissions payable to sales professionals are usually settled within twelve months.

 

NOTE 7 – OTHER CURRENT LIABILITIES

 

Other current liabilities were as follows, as of March 31, 2020 and December 31, 2019:

 

		March 31, 2020				December 31, 2019
Unearned revenue – AIATW		$	1,922,707			$	1,781,975
Accrued business tax and tax withholdings			1,265,432				1,262,570
Accrued bonus			3,738,959				4,961,323
Payroll payable and other benefits			1,170,734				1,317,367
Other accrued liabilities			1,533,272				2,333,949
Total other current liabilities		$	9,631,104			$	11,657,184

  

Unearned Revenue – AIATW

 

On June 10, 2013, AHFL entered into a Strategic Alliance Agreement (the “Alliance Agreement”) with AIA International Limited Taiwan Branch (“AIATW”), the purpose of which is to promote life insurance products provided by AIATW within Taiwan by insurance agencies or brokerage companies affiliated with AHFL or CUIS. The original term of the Alliance Agreement was from June 1, 2013 to May 31, 2018. Pursuant to the terms of the Alliance Agreement, AIATW paid AHFL an execution fee of approximately $8,326,700 (NTD250,000,000, including the tax of NTD11,904,762, the “Execution Fee”), which is to be recorded as revenue upon fulfilling sales targets and the 13-month persistency ratio, as defined, over the next five years. The Execution Fee may be required to be recalculated if certain performance targets are not met by AHFL.

  

On September 30, 2014, AHFL entered into a Strategic Alliance Supplemental Agreement (the “First Amendment to the Alliance Agreement”) with AIATW. In the First Amendment to the Alliance Agreement, the performance targets and the provision about refunding the Execution Fee on a pro rata basis when the performance targets are not met were revised.

 

 

On January 6, 2016, AHFL entered into an Amendment No. 2 to the Alliance Agreement (the “Second Amendment to the Alliance Agreement”) with AIATW to further revise certain provisions in the Strategic Alliance Agreement and the previous amendment entered into by and between AHFL and AIATW. To the extent permitted by applicable laws and regulations, AHFL shall assist and encourage any insurance agency company or insurance brokerage company duly approved by the competent government authorities of Taiwan (the “Appointed Broker/Agent”), to cooperate with AIATW for the promotion of life insurance products of AIATW. Pursuant to the Second Amendment to the Alliance Agreement, the expiration date of the Strategic Alliance Agreement was extended from May 31, 2018 to December 31, 2021, and the effect of the Alliance Agreement during the period from October 1, 2014 to December 31, 2015 was suspended. In addition, both AHFL and AIATW agreed to adjust certain terms and conditions set forth in the Alliance Agreement, some of which are as follows: (i) expanding the scope of services to be provided by AHFL to AIATW to include, without limitation, assessment and advice on suitability of cooperative partners, advice on product strategies suitable for promotion channel development, advice on promotion/sales channel improvement, advice on promotion channel marketing and strategic planning, and promotion channel talent training; and (ii) removing certain provisions related to performance milestones and refund of Execution Fees. On March 15, 2016, AHFL issued a promise letter (the “2016 Letter”) to AIATW that AHFL is required to (i) fulfill sales targets and (ii) the 13-month persistency ratio.

 

On June 14, 2017, with AIATW’s consent, the 2016 Letter was revoked in order to conform with the latest terms and conditions regarding the cooperation between AHFL and AIATW as set forth in an Amendment No. 3 to the Alliance Agreement (the “Third Amendment to the Alliance Agreement”). Pursuant to the Third Amendment to the Alliance Agreement, both AHFL and AIATW agreed to adjust certain terms and conditions set forth this amendment, some of which included (i) except the first contract year (April 15th, 2013 to September 30th, 2014), the sales target of the alliance between the parties shall be changed to (a) value of new business (“VONB”) and (b) the 13-month persistency ratio; and (ii) AIATW will calculate and recognize the VONB and 13-month persistency ratio each contract year and inform the Company the result; and (iii) the Company agrees to return the basic business promotion fees to AIATW within thirty (30) days of receipt of the notice sent by AIATW if the Company fails to meet the targets set forth in the Third Amendment to the Alliance Agreement, AIATW reserves the right to offset such amount against the amount payable by it to the Company; and (iv) upon the termination of the Alliance Agreement and its amendments pursuant to the Section 8.2 of the Alliance Agreement, both parties agreed to calculate the amount to be returned or repaid, as applicable, based on the past and current contract years. The Company shall return the basic business execution fees at NTD50 million for the first contract year, NTD35 million for the second contract year, and NTD33 million for each contract year thereafter within one month after the termination.

  

 

 

The following table presents the amounts recognized as revenue and refund for each contract year:

 

Contract Year		Period				Execution Fees						Revenue Amount						Revenue VAT Amount						Refund Amount							Refund VAT Amount
First			04/15/2013 - 09/30/2014			NTD			50,000,000			NTD			27,137,958	(1)		NTD			1,356,898			NTD			20,481,090	(1)			NTD			1,024,054
Second			01/01/2016 - 12/31/2016			NTD			35,000,000			NTD			12,855,000	(2)		NTD			642,750			NTD			20,478,333	(2)			NTD			1,023,917
Third			01/01/2017 - 12/31/2017			NTD			33,000,000			NTD			12,628,201	(3)		NTD			631,410			NTD			18,800,370	(3)			NTD			940,019
Fourth			01/01/2018 - 12/31/2018			NTD			33,000,000			NTD			11,228,600	(4)		NTD			561,429			NTD			20,199,971	(4)			NTD			1,010,000
Fifth			01/01/2019 - 12/31/2019			NTD			33,000,000			NTD			9,481,371	(5)		NTD			474,069			NTD			21,947,200	(5)			NTD			1,097,360
Sixth			01/01/2020 - 12/31/2020			NTD			33,000,000			NTD			12,302,394			NTD			615,120			NTD			19,126,177	(6)			NTD			956,309
Seventh			01/01/2021 - 12/31/2021			NTD			33,000,000			NTD			-			NTD			-			NTD			-				NTD			-
TOTAL						NTD			250,000,000			NTD			85,633,525			NTD			4,281,675			NTD			121,033,141				NTD			6,051,659

 

1)

The revenue recognition for the first contract year is based on the annual first year premium (“AFYP”) set in Alliance Agreement, which is different from other contract years. From the second contract year to the seventh contract year, the revenue calculation is based on VONB. The Company recognized the first contract year’s revenue amount of $892,742 (NTD 27,137,958), net of Value-Added Tax (“VAT”) in 2017 due to uncertainty resolved after Amendment 3 went effective. Besides, on December 3, 2015 and February 23, 2016, the Company refunded the amounts of $160,573 (NTD4,761,905), net of VAT, and $530,056 (NTD15,719,185), net of VAT, to AIATW, respectively, due to the portion of performance sales targets not met during the first contract year based on original agreement and earlier amendments.

 

2)

For the year ended December 31, 2016, the Company recognized the second contract year’s revenue amount of $422,883 (NTD 12,855,000), net of VAT, and refunded the amount of $690,537 (NTD 20,478,333), net of VAT, due to uncertainty resolved after Amendment 3 went effective.

 

3)

For the year ended December 31, 2017, the Company recognized the third contract year’s revenue amount of $415,423 (NTD12,628,201), net of VAT, and refund amount of $633,955 (NTD18,800,370), net of VAT, for the same contract period based on the calculation of VONB and 13-month persistency.

 

4)

For the year ended December 31, 2018, the Company recognized the fourth contract year’s revenue amount of $372,650 (NTD11,228,600), net of VAT, and refund amount of $670,389 (NTD 20,199,971), net of VAT, for the same contract period based on the calculation of VONB and 13-month persistency.

 

5)

For the year ended December 31, 2019, the Company recognized the fifth contract year’s revenue amount of $314,953 (NTD9,481,371), net of VAT, and refund the amount of $729,045 (NTD 21,947,200), net of VAT, for the same contract period based on the calculation of VONB and 13-month persistency.

 

6)

The Company estimated VONB and 13-month persistency ratio for the year ending December 31, 2020 and calculated the revenue amount to be $429,096 (NTD12,917,514) for the year. The amount will be reassessed every quarter until receiving AIATW’s notice.

 

The Company recognized revenue of $102,166 (NTD3,075,599), net of VAT, and $79,697 (NTD2,455,912), net of VAT for the three months ended March 31, 2020 and 2019 related to this agreement. As of March 31, 2020 and December 31, 2019, the Company had non-current portion of unearned revenue of $779,282 and $1,049,258, respectively, and amounts in current liabilities of $1,922,707 and $1,781,975, respectively, related to the Alliance Agreement. 

  

Accrued Bonus

 

The Company’s foreign subsidiaries have various bonus plans, which provide cash awards to employees based upon their performance, and had accrued bonus of $2,786,532 and $4,057,515, respectively, related to cash awards to employees as of March 31, 2020 and December 31, 2019.

 

The Company has other compensation plans solely provided by Law Broker to its officers. The compensation plans eligible to Law Broker’s officers include a surplus bonus based on a percentage of income after tax and other performance bonuses such as retention and non-competition. For the three months ended March 31, 2020 and the year ended December 31, 2019, the bonus expenses incurred by Law Broker’s officers under the compensation plans were $249,939 and $824,213, respectively. As of March 31, 2020 and December 31, 2019, the Company had accrued bonus of $952,427 and $903,808 payable within next 12 months, and noncurrent accrued bonus of $494,426 and $471,466, respectively, related to the compensation plans for Law Broker’s officers. See Note 13 for additional information of appointment and engagement agreements with Law Broker’s officers.

  

 

NOTE 8 – OTHER LIABILITIES

 

The Company’s other liabilities consisted of the following as of March 31, 2020 and December 31, 2019: 

 

		March 31, 2020				December 31, 2019
Unearned revenue – noncurrent (Note 7)		$	779,282			$	1,049,258
Due to previous shareholders of AHFL			495,906				500,782
Accrued bonus - noncurrent (Note 7)			494,426				471,466
Net defined benefit liability			224,069				208,230
Total other liabilities		$	1,993,683			$	2,229,736

 

Due to Previous Shareholders of AHFL

 

Due to previous shareholders of AHFL is the entire remaining balance payable of the 2012 acquisition cost. On March 27, 2019, the Company and the selling shareholders of AHFL entered into a sixth amendment to the acquisition agreement, pursuant to which, the Company will make the cash payment in the amount of NTD15 million on or prior to March 31, 2021. The Company is in negotiation with the previous shareholders of AHFL to extend the repayment date.  As of March 31, 2020 and December 31, 2019, the amount due to previous shareholders of AHFL were $495,906 and $500,782, respectively. The change in amounts was due to foreign currency translation.

 

NOTE 9 – REVENUE

 

The Company’s revenue is derived primarily from insurance agency and brokerage services provided to its customers. The Company, through its subsidiaries and variable interest entities, sells insurance products provided by insurance companies to individuals, and is compensated in the form of commissions from the respective insurance companies, according to the terms of each service agreement made by and between the Company and the insurance companies. The sale of an insurance product by the Company is considered complete when initial insurance premium is paid by an individual and the insurance policy is approved by the respective insurance company. When a policy is effective, the insurance company is obligated to pay the agreed-upon commission to the Company under the terms of its service agreement with the Company and such commission is recognized as revenue.

  

The Company considers the contracts with insurance companies contain one performance obligation and consideration should be recorded when performance obligation is satisfied at point in time. The amount of revenue to be recognized when the insurance policy is effective includes first year commission and other contingent commission that a significant reversal of revenue would not occur in the subsequent periods. When other contingent commission that could not be determined if a significant reversal of revenue would occur, the Company recognizes the commission after receiving insurance companies’ notice.

 

For the three months ended March 31, 2020 and 2019, the Company recorded revenue of $28,523,210 and $19,426,674, respectively. Disaggregation information of revenue is disclosed in Note 15. 

 

Contract balance

 

		March 31, 2020				December 31, 2019
Accounts receivable		$	14,759,386			$	22,541,558
Contract assets – current			220,665				-
Unearned revenue – current (Note 7)			1,922,707				1,781,975
Unearned revenue – noncurrent (Note 8)			779,282				1,049,258

 

 

 

Contract assets are the Company’s conditional rights to consideration for completed performance obligation and are in relation to the performance bonus to be rewarded based on the annual performance. The Company recognizes the contingent commission as a contract asset when the performance obligation is fulfilled, and the Company has not had the unconditional rights to the payment.

 

Unearned revenue relates to advances received prior to performance under the contract. The related contract is the Alliance Agreement with AIATW which is disclosed in Note 7 to the consolidated financial statements.

 

NOTE 10 – LEASE

 

The Company adopted ASC 842 as of January 1, 2019 using a modified retrospective transition with no adjustment to its comparative periods in the year of transition. The Company elected the practical expedients, which allow the Company not to reassess prior conclusions with respect to lease identification, lease classification and initial direct costs under ASC 842. The Company did not elect the hindsight practical expedient to determine the lease term or in assessing the likelihood that a lease purchase option will be exercised. The adoption of ASC 842 resulted in the recognition of operating lease right-of-use assets of $4.0 million and corresponding operating lease liabilities of $3.7 million as of January 1, 2019 on the consolidated balance sheet.

 

The Company has operating leases for its offices with lease terms ranging from one to six years. We determine if an arrangement is a lease at inception of the contract and whether a contract is or contains a lease by determining whether it conveys the right to control the use of the identified asset for a period of time. If the contract provides us the right to substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset, we consider it to be, or contain, a lease. We record a right-of-use asset and a corresponding lease liability based on the present value of the minimum lease payments. The lease term used in the calculation of right-of-use assets and lease liabilities renewal and termination options that are reasonably certain to be exercised. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet and the related lease expense is recognized on a straight-line basis over the lease term. Our leases do not provide an implicit borrowing rate, and we estimate the Company’s incremental borrowing rate to discount the lease payments based on information available at lease commencement.

 

For the three months ended March 31, 2020 and 2019, the Company recorded operating lease cost of $678,348 and $652,730, respectively.

 

Operating lease right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. As of March 31, 2020, operating lease right-of-use assets and lease liabilities were as follows:

 

		March 31, 2020				December 31, 2019
Operating lease right-of-use assets		$	5,697,468			$	5,522,665
Operating lease liabilities – current			2,482,675				2,242,034
Operating lease liabilities – noncurrent			2,938,731				3,048,632

 

Lease term and discount rate

 

		March 31, 2020				December 31, 2019
Weighted average remaining lease term
Operating lease			2.76 years				2.91 years
Weighted average discount rate
Operating lease			2.91	%			2.85	%

 

 

Supplemental cash flow information related to leases

 

		March 31, 2020				December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows related to operating leases		$	746,122			$	2,655,644

 

The minimum future lease payments as of March 31, 2020 are as follows:

 

		Amount
2020 (reminder of year)		$	2,608,767
2021			1,735,596
2022			680,963
2023			437,803
2024			197,045
Thereafter			-
Total minimum lease payments			5,660,174
Less: Interest			(238,768	)
Present value of future minimum lease payments		$	5,421,406

 

NOTE 11– NONCONTROLLING INTERESTS

 

Noncontrolling interests consisted of the following as of March 31, 2020 and December 31, 2019:

 

Name of Entity		% of Non-  controlling Interest				December 31, 2019				Contribution				Net Income (Loss)				Other Comprehensive Income (Loss)				March 31, 2020
Law Enterprise			34.05	%		$	(204,964	)		$	-			$	(111,705	)		$	(5,795	)		$	(322,464	)
Law Broker			34.05	%			19,536,104				-				1,112,834				(187,703	)			20,461,235
Uniwill			50.00	%			-				1,547,229				(485,521	)			(41,971	)			1,019,737
PFAL			49.00	%			351,278				-				10,668				778				362,724
MKI			49.00	%			283				-				-				-				283
PA Taiwan			49.00	%			(167,531	)			-				(88	)			(13	)			(167,632	)
PTC Nanjing			49.00	%			(2,644	)			-				(1	)			(122	)			(2,767	)
Total						$	19,512,526			$	1,547,229			$	526,187			$	(234,826	)		$	21,351,116

    

Name of Entity		% of Non- Controlling Interests				December 31, 2018				Net Income (Loss)				Other Comprehensive Income (Loss)				Dividends				December 31, 2019
Law Enterprise			34.05	%		$	(72,557	)		$	(147,948	)		$	15,541			$	-			$	(204,964	)
Law Broker			34.05	%			16,149,662				2,985,723				400,719				-				19,536,104
PFAL			49.00	%			436,742				7,086				1,265				(93,815	)			351,278
MKI			49.00	%			(2,630	)			2,913				-				-				283
PA Taiwan			49.00	%			(157,762	)			(9,694	)			(75	)			-				(167,531	)
PTC Nanjing			49.00	%			(2,411	)			(139	)			(94	)			-				(2,644	)
Total						$	16,351,044			$	2,837,941			$	417,356			$	(93,815	)		$	19,512,526

   

During the three months ended March 31, 2020, Uniwill issued a total of 9,608 preferred shares to Cyun-Jhan and Jian-Zao for cash pursuant to the JV Agreement entered on November 15, 2019 after the performance goals of first stage were achieved on February 10, 2020 (the “Grant Date”). The preferred stocks issued have voting rights at 1 share to 1,000 voting rights of common stock and the right of conversion to common stocks upon the achievement of the performance goals of stage two set forth in the JV Agreement. The holders of 9,608 shares of preferred stocks in aggregate participate in the daily operating of Uniwill and entitle to 49% of equity interest and 50% of earnings of the operating subsidiary.

 

Based on ASC 718, the Company determined that the fair market value of 9,608 shares of convertible preferred stock was $1,547,229 on the Grant Date valuated by an independent third-party valuation firm using the probability-based recognition approach. $1,554,289 compensation cost is recognized after cash surrendered for the three months ended March 31, 2020 as a result.

 

 

NOTE 12 – INCOME TAX

 

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

 

		Three Months Ended March 31,
		2020				2019
US statutory rate			21	%			21	%
Tax rate difference			(2	)%			(1	)%
Tax base difference			1	%			1	%
Income tax on undistributed earnings			18	%			3	%
Loss in subsidiaries			28	%			1	%
Provision for uncertain tax position			32	%			-	%
Un-deductible and non-taxable items			3	%			-	%
Effective tax rate			101	%			25	%

 

The Company’s income tax expense is mainly generated by its subsidiaries in Taiwan. The Company’s subsidiaries in Taiwan are subject to the statutory tax rate on income reported in the statutory financial statements after appropriate adjustments at 20% and 5% of the tax on any undistributed earnings according to the Income Tax Law of Taiwan. As of March 31, 2020 and December 31, 2019, the Company had current tax payable of $3,548,277 and $2,230,793 for Taiwan income tax, respectively.

 

WFOE and the Company’s Consolidated Affiliated Entities (“CAE”) in PRC are governed by the Income Tax Law of PRC concerning private-run enterprises, which are generally subject to tax at 25% on income reported in the statutory financial statements after appropriate adjustments, except for Jiangsu. For Jiangsu province in PRC, according to the requirement of local tax authorities, the tax basis is levied at 10% of total revenue, instead of net income. WFOE and CAE had no income tax expenses for the three months ended March 31, 2020 and years ended December 31, 2019 due to the loss positions.

 

The Company’s subsidiaries in Hong Kong are governed by the Inland Revenue Ordinance Tax Law of Hong Kong and are generally subject to a profit tax at the rate of 16.5% on the estimated assessable profits. As of March 31, 2020 and December 31, 2019, the Company had current tax payable of $24,046 and $56,993 for Hong Kong income tax, respectively.

 

The Company is subject to the statutory rate of 21% in the U.S. federal jurisdiction. The Company had no income tax expense for the three months ended March 31, 2020 and years ended December 31, 2019 due to the loss positions and no GILTI tax obligation existed. The Company recognized a one-time transition tax of $1,199,195 in the year of 2018 based on the Company’s total post-1986 earnings and profits (“E&P”) that it previously deferred from U.S. income tax. As of March 31, 2020, and December 31, 2019, the Company had current tax payable of $101,322 and $101,518 and noncurrent tax payable of $815,451 and $815,451 associated with the one-time transition tax.

 

As of March 31, 2020, the Company recorded an uncertain tax positions approximately of $277,000 related to withholding tax matters in the Taiwan Segment. During the three months ended March 31, 2020, the Company recognized interest and penalties of approximately $178,000, in in selling, general and administrative expenses. 

  

NOTE 13 – RELATED PARTY TRANSACTIONS

 

Due to related parties

 

The following summarized the Company’s loans payable related parties as of March 31, 2020 and December 31, 2019:

 

		March 31, 2020				December 31, 2019
Due to Mr. Mao (CEO and Principal shareholder of the Company)		$	438,928			$	373,183
Due to Ms. Lu (A shareholder of Anhou)			83,624				85,074
Others			12,787				4,602
Total		$	535,339			$	462,859

  

 

Due to Mr. Mao

 

Amounts due to Mr. Mao were associated with funding provided by Mr. Mao for the formation of our subsidiaries in China in 2011. As of March 31, 2020 and December 31, 2019, due to Mr. Mao in the respective amounts of $438,928 and $373,183 was non-interesting bearing and payable on demand.

 

Due to Ms. Lu

 

Due to Ms. Lu were borrowings from Ms. Lu to support Anhou’s business operation. Due to Ms. Lu in the respective amounts of $83,624 and $85,074 was non-interesting bearing and payable on demand.

  

NOTE 14 – COMMITMENTS AND CONTINGENCIES

 

Operating Leases

 

See future minimum annual lease payments in Note 10.

 

Time Deposits Pledged as Collateral

 

See time deposits pledged as collateral in Note 4 and 5.

  

Legal Proceedings 

 

On December 20, 2018, the Company and one of the Company’s former employees, agreed to settle fraud charges brought by the SEC relating to a scheme to manipulate the Company’s trading volume for the purpose of obtaining a listing on Nasdaq. Neither the Company nor the former employee realized financial gain from the scheme. Both the Company and the former employee agreed to the entry of a final judgment entered on January 18, 2019 that enjoins them from violating the charged provisions of the federal securities laws, orders the Company to comply with its undertaking to retain an independent compliance monitor for a period of not less than one year. The SEC did not seek a monetary penalty against the Company and there is no financial impact to the Company.

 

On April 10, 2020, the Company submitted a written certification (the “Certification”) to the SEC of its compliance with the undertaking indicated by the Final Judgment entered into on January 18, 2019 in front of the United States District Court for the Southern District of New York (SEC v. China United Ins. Serv., Inc., No. 18 Civ. 12055, Consent of Defendant China United Insurance Service, Inc. (ECF No. 3-1) (S.D.N.Y Dec. 20, 2018)) requiring the Company to retain an independent compliance monitor (“Independent Monitor”) for a period of not less than one year. The Independent Monitor was mandated to review and evaluate the Company’s commitment to and implementation of a revised compliance program and to submit a final report to the SEC with respect to these matters. The Company reviewed the Independent Monitor’s final report submitted to the SEC on December 23, 2019 and confirmed in its Certification that, to the best knowledge of the Company, the factual content of the final report was true and accurate as of the date of such report.

 

Appointment agreement

 

On December 21, 2018, Law Broker entered into an appointment agreement with Shu-Fen, Lee (“Ms. Lee”), pursuant to which, she serves as the president of Law Broker from December 21, 2018 to December 20, 2021. Ms. Lee’s primary responsibilities include 1) overall business planning, 2) implementation of resolution of the shareholders' meeting or the board of directors, 3) the appointment and dismissal of the Law Broker’s employees and sales professionals, except for internal auditors, 4) financial management and application, 5) being the representative of Law Broker, 6) other matters assigned by the board of directors. According to the agreement, Ms. Lee’s compensation plan include: 1) base salary, 2) managerial allowance, 3) surplus bonus based on 1.25% of Law Broker’s income after tax, and 4) annual year-end bonus. For the three months ended March 31, 2020 and 2019, the Company has recorded the compensation expense of $50,436 and $0 under the appointment agreement, respectively. 

 

Engagement agreement

 

On May 10, 2016, Law Broker entered into an engagement agreement with Hui-Hsien Chao (“Ms. Chao”), pursuant to which, she serves as the general manager of Law Broker from December 29, 2015 to December 28, 2018. The engagement agreement with Ms. Chao was renewed in 2019 and her service period has extended to December 20, 2021. Ms. Chao’s primary responsibilities are to assist Law Broker in operating and managing insurance agency business. According to the engagement agreement, Ms. Chao’s Bonus plans include: 1) execution, 2) long-term service fees, 3) pension and 4) non-competition. The payment of such bonuses will only occur upon satisfaction of certain condition and subject to the terms in the engagement agreement. Ms. Chao acts as the general manager or equivalent position of Law Broker for a term of at least three years.  For the three months ended March 31, 2020 and 2019, the Company has recorded the compensation expense of $75,772 and $27,043 under the appointment agreement, respectively.  

 

 

NOTE 15 – SEGMENT REPORTING

 

The Company organizes and manages its business as three operating segments by operating geographic areas. The business of WFOE, CU Hong Kong and the CAE in PRC was managed and reviewed as PRC segment. The business of AHFL and its subsidiaries in Taiwan was managed and reviewed as Taiwan segment. The business of PFAL was managed and reviewed as Hong Kong segment. PRC and Taiwan segments retain majority of reported consolidated amounts.

 

The geographical distributions of the Company’s financial information for the three months ended March 31, 2020 and 2019 were as follows:

 

		For three months ended March 31,
		2020				2019
Geographical Areas
Revenue
Taiwan		$	27,342,936			$	16,971,117
PRC			1,429,297				2,267,316
Hong Kong			68,619				195,195
Elimination adjustment			(317,642	)			(6,954	)
Total revenue		$	28,523,210			$	19,426,674
Income (loss) from operations
Taiwan		$	928,928			$	3,790,078
PRC			(31,113	)			31,584
Hong Kong			23,653				85,209
Elimination adjustment			52,880				32,553
Total income from operations		$	974,348			$	3,939,424
Net income (loss)
Taiwan		$	(1,434	)		$	3,125,888
PRC			(39,957	)			19,368
Hong Kong			21,772				73,856
Elimination adjustment			9,204				(258	)
Total net (loss) income		$	(10,415	)		$	3,218,854

  

 

The geographical distribution of the Company’s financial information as of March 31, 2020 and December 31, 2019 were as follows:

 

		March 31, 2020				December 31, 2019
Geographical Areas
Reportable assets
Taiwan		$	141,170,371			$	144,663,045
PRC			12,214,459				12,349,634
Hong Kong			814,311				800,746
Elimination adjustment			(67,531,485	)			(68,571,003	)
Total reportable assets		$	86,667,656			$	89,242,422
Long-lived assets
Taiwan		$	1,336,338			$	1,280,728
PRC			105,771				124,443
Hong Kong			2,052				602
Elimination adjustment			(2,878	)			(2,907	)
Total long-lived assets		$	1,441,283			$	1,402,866
Capital investment
Taiwan		$	194,403			$	641,873
PRC			1,573				53,158
Hong Kong			-				997
Total capital investments		$	195,976			$	696,028

  

NOTE 16 – SUBSEQUENT EVENTS

 

The Company has evaluated all other subsequent events through the date these consolidated financial statements were issued and determine that there were no subsequent events or transactions that require recognition or disclosures in the consolidated financial statements except for the follows:

 

On May 8, 2020, the Company agreed to invest in Rays Technology Corporation (“Rays”) and increase the paid-in capital of Rays to $99,181 (NTD 3 million).

 

In April 2020, AHFL Taiwan Branch was approved for a line of credit agreement with Cathay United Bank Company Limited (“CUB”), pursuant to which AHFL Taiwan Branch has a revolving credit facility of $8.2 million (NTD 250 million). Borrowings under the agreement bear interest at higher of CUB’s saving rate plus 0.41% or the TAIBOR rate plus a margin of 0.8%. On May 12, 2020, AHFL Taiwan Branch borrowed $991,813(NTD 30 million) under the credit agreement and refunded the amount of $761,863 (NTD 23 million) to AIATW due to performance sales targets not met. See Note 7.  

 

 

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

 

The following discussion of the results of operations and financial condition should be read in conjunction with our condensed consolidated financial statements and notes thereto included in Item 1 of this part. This report, including the information incorporated by reference, contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The use of any of the words “believe,” “expect,” “anticipate,” “plan,” “estimate,” and similar expressions are intended to identify such statements. Forward-looking statements include statements concerning our possible or assumed future results. The actual results that we achieve may differ materially from those discussed in such forward-looking statements due to the risks and uncertainties described in the Risk Factors section of this report, in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in other sections of this report, as well as in our annual report on Form 10-K. We undertake no obligation to update any forward-looking statements.

 

Overview

 

The Company primarily provides two broad categories of insurance products, life insurance products and property and casualty insurance products, in Taiwan and People’s Republic of China (“PRC”). The Company also provides reinsurance brokerage services and insurance consulting services in Hong Kong and Taiwan. The percentage of reinsurance brokerage services and insurance consulting services is less than 1% of our total revenue. The insurance products that the Company’s subsidiaries sell are underwritten by some of leading insurance companies in Taiwan and PRC, respectively.

 

(1)

Life Insurance Products

 

Total net revenue from Taiwan life insurance products were 89.7% and 80.6% of total net revenue for the three months ended March 31, 2020 and 2019, respectively. Total net revenue from PRC life insurance products were 4.8% and 11.4% of total net revenue for the three months ended March 31, 2020 and 2019, respectively.

 

In addition to the periodic premium payment schedules, most of the individual life insurance products we distribute also allow the insured to choose to make a single, lump-sum premium payment at the beginning of the policy term. If a periodic payment schedule is adopted by the insured, a life insurance policy can generate periodic payment of fixed premiums to the insurance company for a specified period of time. This means that once the Company sells a life insurance policy with a periodic premium payment schedule, they will be able to derive commission and fee income from that policy for an extended period of time, sometimes up to 25 years. Because of this feature and the expected sustained growth of life insurance sales in China and Taiwan, we have focused significant resources ever since the incorporation of Anhou and Law Broker on developing our capability to distribute individual life insurance products with periodic payment schedules. We expect that sales of life insurance products will continuously be our primary source of revenue in the next several years.

 

(2)

Property and Casualty Insurance Products

 

Total net revenue from Taiwan property and casualty insurance products were 4.7% and 6.3% of total net revenue for the three months ended March 31, 2020 and 2019, respectively. Total net revenue from PRC property and casualty insurance products were 0.2% and 0.2% of total net revenue for the three months ended March 31, 2020 and 2019, respectively.

 

Due to the outbreak of the coronavirus (“COVID-19”) at the beginning of 2020, we had experienced adverse impacts on our business in the first quarter of 2020 in the PRC Segment, such as limited access to our staff in the PRC and restrictions on business travel within the PRC and between Taiwan and the PRC. The operations in the PRC segment fully resumed in April 2020. However, any potential impacts of COVID-19 remain highly uncertain and cannot be predicted with confidence.

   

 

Critical Accounting Policies and Estimates

 

A critical accounting policy is one that is both important to the portrayal of our financial condition and results of operation and requires our management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our significant accounting policies are described in Note 2 of “Summary of Significant Accounting Policies” included within our 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission. Following is a discussion of the accounting policies that we believe involve the most difficult, subjective or complex judgments and estimates.

  

Accrued Expenses

 

As part of the process of preparing our financial statements, we are required to estimate accrued expenses. The estimation basis of the majority of the accrued expenses is dependent on our sales force’s achievement of the sales targets identified by our clients. Examples of estimated accrued expenses include brokerage commission bonus, such as bonus payable to our sales agents, and incentive program rewards, such as the estimated expenditures to fund the reward programs. We develop estimates of liabilities using our judgment based upon the facts and circumstances known at the time.

 

Revenue Recognition

 

The Company’s revenue is derived from insurance agency and brokerage services. The Company, through its subsidiaries and variable interest entities, sells insurance products provided by insurance companies to individuals, and is compensated in the form of commissions from the respective insurance companies, according to the terms of each service agreement made by and between the Company and the insurance companies.

 

We recognize revenue when control over services provided by the Company is transferred to the respective insurance company, whereby the transfer of control is considered complete when a policy becomes effective. When a policy is effective, the insurance company is obligated to pay the agreed-upon commission to the Company under the terms of its service agreement with the Company and such commission is recognized as revenue. Variable or contingent consideration is recognized when we conclude that is it probable that a significant reversal of revenue will not probably occur in subsequent periods.

 

Leases

 

We adopted the new lease standard as of January 1, 2019 using a modified retrospective transition with no adjustment to its comparative periods in the year of transition. The Company has operating leases for its offices. We determine if an arrangement is a lease at inception of the contract and whether a contract is or contains a lease by determining whether it conveys the right to control the use of the identified asset for a period of time. If the contract provides us the right to substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset, we consider it to be, or contain, a lease. For leases with an initial term terms greater than 12 months, we record a right-of-use asset and a corresponding lease liability based on the present value of the minimum lease payments. The lease term used in the calculation of right-of-use assets and lease liabilities renewal and termination options that are reasonably certain to be exercised. Our leases do not provide an implicit borrowing rate, and we estimate the Company’s incremental borrowing rate to discount the lease payments based on information available at lease commencement.

 

Stock-Based Compensation

 

We estimate the fair value of share-based awards to nonemployees on the date of grant using the Black-Scholes options pricing model, which requires a number of assumptions, of which the most significant are expected volatility and the expected option term. Compensation costs for awards granted to nonemployees for the three months ended March 31, 2020 and 2019 were $1.6 million and nil.

 

 

Results of Operations- Three Months ended March 31, 2020 Compared to Three Months ended March 31, 2019

  

The following table shows the results of operations for the three months ended March 31, 2020 and 2019:

 

		Three Months Ended March 31,
		2020				2019
		(Unaudited)				(Unaudited)				Change				Percent
Revenue		$	28,523,210			$	19,426,674			$	9,096,536				46.8	%
Cost of revenue			19,499,924				11,195,074				8,304,850				74.2	%
Gross profit			9,023,286				8,231,600				791,686				9.6	%
Gross profit margin			32	%			42	%			(10	)%			(25.3	)%
Operating expenses:
Selling			490,030				488,620				1,410				0.3	%
General and administrative			7,558,908				3,803,556				3,755,352				98.7	%
Total operating expenses			8,048,938				4,292,176				3,756,762				87.5	%
Income from operations			974,348				3,939,424				(2,965,076	)			(75.3	)%
Other income (expenses):
Interest income			110,891				88,473				22,418				25.3	%
Interest expenses			(59,282	)			(33,582	)			(25,700	)			76.5	%
Other - net			(152,739	)			301,926				(454,665	)			(150.6	)%
Total other income (expenses), net			(101,130	)			356,817				(457,947	)			(128.3	)%
Income before income taxes			873,218				4,296,241				(3,423,023	)			(79.7	)%
Income tax expense			883,633				1,077,387				(193,754	)			(18.0	)%
Net (loss) income			(10,415	)			3,218,854				(3,229,269	)			(100.3	)%
Net income attributable to the noncontrolling interests			(526,187	)			(1,211,849	)			685,662				(56.6	)%
Net (loss) income attributable to parent’s shareholders			(536,602	)			2,007,005				(2,543,607	)			(126.7	)%

  

 

Revenue

 

As a distributor of insurance products, we derive our revenue primarily from commissions and fees paid by insurance companies, typically calculated as a percentage of premiums paid by our customers to the insurance companies in among Taiwan, People’s Republic of China (“PRC”) and Hong Kong. We generate revenue primarily through our sales force, which consists of individual sales agents in our distribution and service network. For the three months ended March 31, 2020 and 2019, the revenues generated from Taiwan, PRC and Hong Kong are as follows:

  

Geographic Areas		Three Months Ended March 31,
		2020				2019				Change				Percent
Revenue
Taiwan segment		$	27,025,294			$	16,964,163			$	10,061,131				59.3	%
Percentage of revenue			94.7	%			87.3	%
PRC segment			1,429,297				2,267,316				(835,019	)			(37.0	)%
Percentage of revenue			5.0	%			11.7	%
Hong Kong segment			68,619				195,195				(122,576	)			(62.8	)%
Percentage of revenue			0.3	%			1.0	%
Total revenue		$	28,523,210			$	19,426,674			$	9,096,536				46.8	%

 

Overall revenue from our Taiwan segment increased by $10.0 million from $17.0 million for the three months ended March 31, 2019 to $27.0 million for the three months ended March 31, 2020. The increase was due to the combined effect of an interest rate reduction in insurance liability reserves of life and saving insurances and the acquisition of Uniwill in May 2019. An announcement made by Financial Supervisory Commission Taiwan in the second half of 2019 reducing the interest rate of life and saving insurance liability reserves had continued boosting the customers’ demand in insurance policies during the first quarter of 2020. The positioning of Uniwill is to target those high-net-worth individual customers with strategies to sell investment-type insurance policies. As a result, Uniwill was able to contribute a significant portion of the increased revenue during the three months ended March 31, 2020. 

 

Overall revenue from our PRC segment decreased by $0.8 million (or 37%) to $1.4 million for the three months ended March 31, 2020 from $2.3 million for the three months ended March 31, 2019. Such decrease in revenue of the PRC segment was mainly due to the adverse impact on the outbreak of COVID-19 in the PRC that restricted to a significant extent our sales agents’ in-person selling activities.

 

The revenue in the Hong Kong Segment was primarily derived from reinsurance commission on sales of insurance products from other insurers to Taiwan Life Insurance Co., Ltd. (“Taiwan Life”) for risk management. Overall revenue from our Hong Kong segment decreased by $0.1 million (or 62.8%) from $0.2 million for the three months ended to $0.1 million for the three months ended March 31, 2020 as a result of the declining demand in certain travel insurance products, which led to decreases in our revenue earned from reinsurance arrangements.   

 

Cost of revenue and gross profit

 

The cost of revenue mainly consists of commissions paid to our sales professionals. The cost of revenue for the three months ended March 31, 2020 increased by $8.3 million (or 74.2%), to $19.5 million compared to $11.2 million for the three months ended March 31, 2019. This increase in the cost of revenue was due to the increase of the direct commission costs as a result of first year commission earned from insurance companies and the commission program. The growth in the revenue resulted in the increase in indirect commission costs due to the high achievement rates of the sales targets. In addition, higher costs were incurred due to more sales on investment-type insurance policies, which provide higher commission to sales professionals.

 

Consequently, the cost of revenue increased more than the proportional increase of revenue, causing a decline in the gross profit margin from 42.4% for the three months ended March 31, 2019 to 31.6% for the three months ended March 31, 2020. 

  

 

Selling expenses

 

Selling expenses mainly consisted of our expenditures spent on online marketing and advertising. The selling expense for the three months ended March 31, 2020 slightly increased by $1,410 (or 0.3%), to $490,030, compared to $488,620 for the three months ended March 31, 2019. The increase was mainly due to endorser fees paid to an Olympic athlete as a new advertising spokesman of the Company during the first quarter of 2020.

 

General and administrative expenses

 

General and administrative (“G&A”) expenses are principally comprised of salaries and benefits for our administrative staff, office rental expenses, travel expenses, depreciation and amortization, entertainment expenses, and professional service fees. 

 

For the three months ended March 31, 2020, G&A expenses were $7.6 million, reflecting an increase of $3.8 million (or 98.7%), compared with $3.8 million for the three months ended March 31, 2019. During the three months ended March 31, 2020, the Company recognized compensation cost of $1.6 million as result of preferred shares granted and issued by Uniwill under the Joint Venture Agreement. In addition, increases in G&A expense were attribute to the increases in performance bonus to employees and the sales taxes due to the growth in sales, consulting fees incurred for consumer behaviors analysis for insurance products, penalty and interest expenses recognized related to tax matters, and professional service fees to our outside counsel and SEC-appointed monitor for the Company’s governance and compliance.

    

Other income (expenses)

 

Other income (expense) mainly consisted of interest income, interest expenses, gain or loss on valuation of financial assets and on foreign exchange. Net other expenses for the three months ended March 31, 2020 was $0.1 million, reflecting a decrease of $0.5 million (or 128.3%), compared with net other income of $0.4 million for the three months ended March 31, 2019. The increases in other expenses for the three months ended March 31, 2020 was due to the increase in interest expense from additional bank borrowings and losses on valuation of financial assets and on foreign exchange.

 

Income tax expense

  

For the three months ended March 31, 2020, income tax expense was $0.9 million, reflecting a decrease of 18.0%, compared with the income tax expense for the three months ended March 31, 2019. The decrease was mainly due to the recognition of tax benefits of operating loss carryforwards in our foreign subsidiaries.

 

Liquidity and Capital Resources

 

The following table represents a comparison of the net cash provided by operating activities, net cash (used in) provided by investing activities and net cash provided by financing activities for the three-month periods ended March 31, 2020 and 2019:

 

		Three Months Ended March 31,
		2020				2019				Change				Percent
Net cash provided by operating activities		$	3,340,811			$	1,639,180				1,701,631				103.8	%
Net cash used in investing activities			(5,335,582	)			(8,489,008	)			3,153,426				(37.1	)%
Net cash provided by financing activities			1,579,759				1,112,787				466,972				42.0	%

  

 

Operating activities

 

Net cash provided by operating activities during the three months ended March 31, 2020 was $3.3 million, an increase of 103.8% in comparison with $1.6 million net cash provided by operating activities during the three months ended March 31, 2019. The increase was mainly due to a strong business performance for the three months ended March 31, 2020 compared with that of the same period in 2019.

 

Investing activities

 

Net cash used in investing activities was $5.3 million during the three months ended March 31, 2020 as compared with the net cash used in investing activities of $8.5 million for the three months ended March 31, 2019. Consistent with prior periods, the Company continued investing its excess cash in time deposits in the first quarter of 2020, leading to cash outflows from investing activities.

 

Financing activities

 

Net cash provided by financing activities was $1.6 million during the three months ended March 31, 2020, which increased by $0.5 million from $1.1 million during the same period of 2019. The increase was mainly due to the increase in the net proceeds from additional bank borrowings during the first quarter of 2020.

 

Contractual Obligations

 

There have been no significant changes to the Company’s contractual obligations as disclosed in the Company’s 2019 Annual Report filed on Form 10-K.

 

Off Balance Sheet Arrangements

 

The Company had no off balance sheet arrangements as of March 31, 2020.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information under this item. 

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a)	Evaluation of Disclosure Controls and Procedures

 

As required by SEC Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2020, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2020, our disclosure controls and procedures were not effective at the reasonable assurance level due to the deficiencies and material weakness identified and described in this Item 9A(a) and 9A(c), respectively.

 

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and fraud and our disclosure controls and internal controls have been deficient in preventing recent fraud. For further information, please see our Amended Current Report Re SEC Action set forth in Item 3 of this annual report. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, our principal executive officers have determined that our disclosure controls and procedures are not currently effectively at doing so. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented if an individual desires to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

  

(b)	Management’s Remediation Plan Regarding Disclosure Controls and Procedures

 

We are committed to remediating the control deficiencies described above by implementing changes to our internal control over disclosure controls and procedures. Pursuant to the terms of the SEC Settlement, we have retained an independent corporate monitor who helps us implement changes and improvements in the internal control over disclosure controls and procedures for remediating the control deficiencies. For further information, please see the Amended Current Report Re SEC Action set forth in Item 3 of this annual report.

 

The Independent Monitor was mandated to review and evaluate the Company’s commitment to and implementation of a revised compliance program and to submit a final report to the SEC with respect to this matter. The Independent Monitor’s final report was submitted to the SEC on December 23, 2019.

 

As of March 31, 2020, we reviewed the Independent Monitor’s final report and evaluated the impact of the deficiency and had taken the following actions in conjunction with the independent corporate monitor:

 

1)

A review and consideration of the implementation of our earlier and revised compliance policies and procedures as they related to trading in securities issued by us;

 

2)

A review of our policies and procedures as they related to our corporate governance;

 

3)

A review of our policies and procedures as they related to preclearances granted by us for trading in shares of our common stock; and the independent corporate monitor provided oversight over preclearances;

 

4)

Determining whether policies and procedures were adequate and properly tailored for us;

 

5)

A review of the education and training program at our company and a consideration of the sufficient scope and appropriate content;

 

6)

A Review of our monitoring, testing and reporting mechanisms;

 

7)

A review of our commitment to compliance, including senior management and board-level awareness of compliance issues;

 

8)

A review of our allocation of resources for the compliance program, including whether resources are sufficient and properly tailored; and

 

9)

Conducted two rounds of in-person interviews of 15-20 company employees and board members each time.

 

  

However, as of March 31, 2020, we continued to evaluate and work to remediate the control deficiencies and we may determine to take additional actions to remediate such deficiencies.

  

Until the remediation steps set forth above, including the efforts to implement the necessary control activities we identify, are fully implemented and we conclude the Company to be operating effectively, the deficiencies described above could continue to exist.

 

(c)	Management’s annual report on internal control over financial reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for our Company are provided by executive management's review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

 

(1)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

   

(2)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

 

(3)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Remediation taken to mitigate the noncompliance issue included (1) an implementation of new policies and procedures to enhance segregation of duties and review controls in the process, (2) an adoption of a new Expense Reimbursement Management System that expressly requires tax receipts to truthfully reflect transactions, (3) reiterations of the importance and requirements for proper and valid documents through trainings to all employees , (4) executions of self-checks to verify any irregularity occurred subsequent to the implementation of the new policies and the adoption of the new system, and (5) ongoing supervision and inspections of financial records of the CAE conducted by the Company’s finance team. We have performed monthly self-checks from August to December 2019  with satisfactory results; however, we will continue to monitor this issue to ensure the effectiveness of the Company’s internal controls and the corporate governance. 

 

Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2020. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with management’s assessment of our internal control over financial reporting, management has identified control deficiencies that constituted material weaknesses in our internal control over financial reporting as of March 31, 2020, as described below.

 

(1)

We have yet established effective entity-level controls at group level in application of Internal Control-Integrated Framework (2013).

 

The material weakness described above could result in material misstatements of the annual or interim consolidated financial statements that would not be prevented or detected.

 

The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by Simon & Edward, LLP, an independent registered certified public accounting firm, as stated in their report, which appears in our Annual Report for the fiscal year of 2019.

 

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

 

 

(d)	Management’s Remediation Plan Concerning Internal Control Over Financial Reporting

 

We are committed to remediating the control deficiencies that constitute the material weakness described above by implementing changes to our internal control over financial reporting. Our Chief Financial Officer is responsible for implementing changes and improvements in the internal control over financial reporting and for remediating the control deficiencies that gave rise to the material weaknesses. We are currently evaluating the impact of the material weakness and have taken or are in the process of taking the following actions:

 

(1)

We are committed to design, implement and assess the structures, authorities and responsibilities to establish accountability for internal controls of the Company;

 

(2)

We are committed to hire additional resources, with the appropriate expertise and competence, to assume assigned responsibility for initiating and monitoring entity-level controls at group level in compliance with Internal Control-Integrated Framework (2013);

 

(3)

We are committed to continuously reiterating the importance of Corporate Government and effectiveness of internal controls through trainings and raise the top management’s awareness and ability to exercise meaningful oversight and management.

 

However, we have not completed all of the corrective processes, procedures and related evaluation or remediation that we believe are necessary. As we continue to evaluate and work to remediate the material weakness, we may determine to take additional measures to address the control deficiencies.

 

Until the remediation steps set forth above, including the efforts to implement the necessary control activities we identify, are fully implemented and concluded to be operating effectively, the material weaknesses described above will continue to exist.

 

PART II.  OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

On April 10, 2020, the Company submitted a written certification (the “Certification”) to the Securities and Exchange Commission (the “SEC”) of its compliance with the undertaking indicated by the Final Judgment entered into on January 18, 2019 in front of the United States District Court for the Southern District of New York (SEC v. China United Ins. Serv., Inc., No. 18 Civ. 12055, Consent of Defendant China United Insurance Service, Inc. (ECF No. 3-1) (S.D.N.Y Dec. 20, 2018)) requiring the Company to retain an independent compliance monitor (“Independent Monitor”) for a period of not less than one year. The Independent Monitor was mandated to review and evaluate the Company’s commitment to and implementation of a revised compliance program and to submit a final report to the SEC with respect to these matters. The Company reviewed the Independent Monitor’s final report submitted to the SEC on December 23, 2019 and confirmed in its Certification that, to the best knowledge of the Company, the factual content of the final report was true and accurate as of the date of such report.

 

Other than disclosed above, we are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

  

ITEM 1A. RISK FACTORS.

 

As a smaller reporting company, we are not required to make disclosure under this item.

 

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

 

None during this reporting period.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None during this reporting period.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

  

ITEM 5. OTHER INFORMATION

 

None.

 

 

ITEM 6. EXHIBITS

 

Exhibit
Number		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1*		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of the Chief Financial Officer 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

 

*The certifications attached as Exhibits 32.1 and 32.2 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 

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.

 

	China United Insurance Service, Inc.
Date: May 15, 2020	By:	/s/ Yi Hsiao Mao
	Name:	Yi Hsiao Mao
	Its:	Chief Executive Officer
		(Principal Executive Officer)
Date: May 15, 2020	By:	/s/ Yung Chi Chuang
	Name:	Yung Chi Chuang
	Its:	Chief Financial Officer
		(Principal Financial and Accounting Officer)