ADDENTAX GROUP CORP. - Quarter Report: 2022 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended: December 31, 2022

For the transition period from _____________ to _________________

Commission File No. 333-206097

ADDENTAX GROUP CORP.

(Exact name of registrant as specified in its charter)

Kingkey 100, Block A, Room 4805,

Luohu District, Shenzhen City, China 518000

(Address of principal executive offices)

+ (86) 755 86961 405

(Registrant’s telephone number)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 ☐ No

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

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

As of February 14, 2023, there were 35,454,670 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements and Supplementary Data

ADDENTAX GROUP CORP.

FINANCIAL STATEMENTS

For the nine months ended December 31, 2022 and 2021

TABLE OF CONTENTS

ADDENTAX GROUP CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. Dollars, except share data or otherwise stated)

(UNAUDITED)

See accompany notes to the unaudited condensed consolidated financial statements.

ADDENTAX GROUP CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In U.S. Dollars, except share data or otherwise stated)

See accompany notes to the unaudited condensed consolidated financial statements.

ADDENTAX GROUP CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In U.S. Dollars, except share data or otherwise stated)

See accompany notes to the unaudited condensed consolidated financial statements.

ADDENTAX GROUP CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. Dollars, except share data or otherwise stated)

See accompany notes to the unaudited condensed consolidated financial statements.

ADDENTAX GROUP CORP. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BUSINESS ACQUISITIONS

ATXG and its subsidiaries (the “Company”) are engaged in the business of garments manufacturing, providing logistic services and property leasing and management service in the People’s Republic of China (“PRC” or “China”).

2. BASIS OF PRESENTATION

In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary be indicative of annual results.

The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022 filed with the Securities and Exchange Commission (“SEC”) on June 23, 2022 (“2022 Form 10-K”).

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

There is no change on the accounting policies for the three months ended December 31, 2022.

Recently issued accounting pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on April 1, 2023. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

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

4. RELATED PARTY TRANSACTIONS

 SCHEDULE OF RELATED PARTIES RELATIONSHIP WITH THE COMPANY

The Company leases Shenzhen XKJ office rent-free from Bihua Yang.

The Company had the following related party balances as of December 31, 2022 and March 31, 2022:

SCHEDULE OF RELATED PARTY TRANSACTION 

The borrowing balances with related parties are unsecured, non-interest bearing and repayable on demand.

5. DEBT SECURITIES HELD-TO-MATURITY

 SCHEDULE OF DEBT SECURITIES HELD TO MATURITY

The Company purchased a note issued by a third-party investment company on August 24, 2022. The principal amount of the note is $17,500,000. The note was renewable with one-year tenor and 2.5% p.a. coupon.

6. INVENTORIES

Inventories consist of the following as of December 31, 2022 and March 31, 2022:

SCHEDULE OF INVENTORIES 

7. ADVANCES TO SUPPLIERS

The Company has made advances to third-party suppliers in advance of receiving inventory parts. These advances are generally made to expedite the delivery of required inventory when needed and to help to ensure priority and preferential pricing on such inventory. The amounts advanced to suppliers are fully refundable on demand.

The Company reviews a supplier’s credit history and background information before advancing a payment. If the financial condition of its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Company would recognize bad debt expense in the period they are considered unlikely to be collected.

8. PREPAYMENTS AND OTHER RECEIVABLES

Prepayments and other receivables consist of the following as of December 31, 2022 and March 31, 2022:

 SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLES

9. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following as of December 31, 2022 and March 31, 2022:

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

Depreciation expense for the three and nine months ended December 31, 2022 and 2021 was $33,817 and $44,164, $102,649 and $115,561, respectively.

10. SHORT-TERM BANK LOAN

In August 2019, HSW entered into a facility agreement with Agricultural Bank of China and obtained a line of credit, which allows the Company to borrow up to approximately $153,172 (RMB1,000,000) for daily operations. The loans are guaranteed at no cost by the legal representative of HSW. As of December 31, 2022, the Company has borrowed $138,265 (RMB955,281) (March 31, 2022: $151,090) under this line of credit with various annual interest rates from 4.84% to 4.9%. The outstanding loan balance was due on December 31, 2021. The Company was not able to renew the loan facility with the bank. The Company is negotiating with the bank on repayment schedule of the loan balance and interest payable.

11. INCOME TAXES

The Company operates in the PRC and files tax returns in the PRC jurisdictions.

Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, and is not subject to income taxes. It’s wholly owned subsidiary of Addentax Group Corp.

Yingxi HK (Yingxi Industrial Chain Investment Co., Ltd.) was incorporated in Hong Kong which is indirectly wholly owned by Addentax Group Corp., and is subject to Hong Kong income tax at a progressive rate of 16.5%. No provision for income taxes in Hong Kong have been made as Yingxi HK had no taxable income for the three and nine months ended December 31, 2022 and 2021.

YX, our wholly owned subsidiary, were incorporated in the PRC and is subject to the EIT tax rate of 25%. No provision for income taxes in the PRC have been made as YX had no taxable income for the three and nine months ended December 31, 2022 and 2021.

The Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies were subject to progressive EIT rates from 5% to 15% in 2022 and 2021. The preferential tax rate will be expired at end of year 2022 and the EIT rate will be 25% from year 2023.

The Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States have been made as Addentax Group Corp. had no United States taxable income for the three and nine months ended December 31, 2022 and 2021.

The reconciliation of income taxes computed at the PRC statutory tax rate applicable to the PRC, to income tax expenses are as follows:

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 

In accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 13%, which is levied on the invoiced value of sales and is payable by the purchaser. The subsidiaries HSW, YBY, OTX, ZHJ and YS enjoyed preferential VAT rate of 13%. The Companies are required to remit the VAT they collect to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales.

For services, the applicable VAT rate is 9% under the relevant tax category for logistic company, except the branch of YXPF enjoyed the preferential VAT rate of 3% in 2022 and 2021. The Company is required to pay the full amount of VAT calculated at the applicable VAT rate of the invoiced value of sales as required. A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on service income.

12. CONSOLIDATED SEGMENT DATA

Segment information is consistent with how chief operating decision maker reviews the businesses, makes investing and resource allocation decisions and assesses operating performance. The segment data presented reflects this segment structure. The Company reports financial and operating information in the following three segments:

The Company also provides general corporate services to its segments and these costs are reported as “Corporate and others”.

The Company used to have an operating segment named “Epidemic prevention supplies”, which included manufacturing, distribution and trading of epidemic prevention supplies. As the COVID-19 pandemic is getting better, the Company ceased to operate in the Epidemic prevention supplies business at the beginning of the quarter. The remaining assets of the segment was reclassified into the “Corporate and others” segment. The corresponding items of segment information for the earlier periods was restated to reflect the change of the new segment structure.

Selected information in the segment structure is presented in the following tables:

Revenues by segment for the three and nine months ended December 31, 2022 and 2021 are as follows:

SCHEDULE OF SEGMENT REPORTING FOR REVENUE

Income (loss) from operations by segment for the three and nine months ended December 31, 2022 and 2021 are as follows:

SCHEDULE OF SEGMENT REPORTING FOR INCOME FROM OPERATION 

Total assets by segment as of December 31, 2022 and March 31, 2022 are as follows:

SCHEDULE OF SEGMENT REPORTING FOR ASSETS 

Geographical Information

The Company operates predominantly in China. In presenting information on the basis of geographical location, revenue is based on the geographical location of customers and long-lived assets are based on the geographical location of the assets.

SCHEDULE OF GEOGRAPHICAL INFORMATION 

Geographic Information

13. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

The Company recognized right-of-use asset as well as lease liability according to the ASC 842, Leases (with the exception of short-term leases). Lease liabilities are measured at present value of the sum of remaining rental payments as of December 31, 2022, with discounted rate of 4.75%. A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

The Company leases its head office. The lease period is 5 years with an option to extend the lease. The Company leases its plant and dormitory for 4.5 years with an option to extend the lease. The Company leased several floors in a commercial building for its sublease business for 3 years with an option to extend the lease.

The Following table summarizes the components of lease expense:

SCHEDULE OF LEASE COST 

The following table summarizes supplemental information related to leases:

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES 

The following table summarizes the maturity of operating lease liabilities:

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY 

14. RISKS AND UNCERTAINTIES

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

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

The Company’s reporting currency is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional currency of the Company’s operating subsidiaries is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date, which was 6.909 and 6.341 as of December 31, 2022 and March 31, 2022, respectively. Revenue and expenses are translated at the average yearly exchange rates, which was 6.852 and 6.466 for the nine months ended December 31, 2022 and 2021, respectively. Equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustments to other comprehensive loss, a component of equity.

The followings are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of December 31, 2022 and March 31, 2022.

SCHEDULE OF CONCENTRATION RISKS 

Garment manufacturing segment

The high concentration as of December 31, 2022 was mainly due to business development of a large distributor of garments. Management believes that should the Company lose any one of its major customers, it was able to sell similar products to other customers.

Logistics services segment

Property management and subleasing segment

There is no account receivable for Property management and subleasing segment as of both December 31, 2022 and March 31, 2022.

For the three months ended December 31, 2022, one customer from logistics services segment provided more than 10% of total revenue of the Company, represented 11.8% of total revenue of the Company for the three months. For the nine months ended December 31, 2022, one customer from logistics services segment provided more than 10% of total revenue of the Company, represented 10.8% of total revenue of the Company for the nine months. For the three months ended December 31, 2021, no customer provided more than 10% of total revenue of the Company. For nine months ended December 31, 2021, one customer from garment segment provided more than 10% of total revenue of the Company, represented 24.8% of total revenue for the nine months.

Management believes that should the Company lose any one of its major customers, it was able to sell similar products to other customers.

The following tables summarized the purchases from five largest suppliers of each of the reportable segment for the three and nine months ended December 31, 2022 and 2021.

SCHEDULE OF PURCHASES FROM SUPPLIERS 

The Company’s exposure to interest rate risk primarily relates to the interest expenses on our outstanding bank borrowings and the interest income generated by cash invested in cash deposits and liquid investments. As of December 31, 2022, the total outstanding borrowings amounted to $138,265 (RMB955,281) with various interest rate from 4.84% to 6.96% p.a. (Note 10)

The Coronavirus Disease (COVID-19) outbreak and the measures taken to contain the spread of the pandemic have created a high level of uncertainty to global economic prospects and this has impacted the Company’s operations and its financial performance in the last three quarters of the financial year and subsequent to the financial year end.

As the situation continues to evolve with significant level of uncertainty, the Company is unable to reasonably estimate the full financial impact of the COVID-19 outbreak. The Company is monitoring the situation closely and to mitigate the financial impact, it is conscientiously managing its cost by adopting an operating cost reduction strategy and conserving liquidity by working with major creditors to align repayment obligations with receivable collections.

15. SUBSEQUENT EVENTS

On January 4, 2023, Addentax Group Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement) with certain accredited investors (the “Purchasers”), pursuant to which the Company received a net proceed of $15,000,000 in consideration of the issuance of:

● senior secured convertible notes in the aggregate original principal amount of $16,666,666.66 (the “Convertible Notes”);

● warrants to purchase up to 16,077,172 shares of common stock of the Company (the “Common Stock”) until on or prior to 11:59 p.m. (New York time) on the five year anniversary of the closing date at an exercise price of $1.25 per share.

The transactions contemplated under the Securities Purchase Agreement closed on January 4, 2023. The Company intends to use the proceeds from the issuance of the Convertible Notes and the PIPE Warrants for general corporate purposes.

The Convertible Notes bear interest at an interest rate of 5% per annum payable on each installment date commencing on the original date of issuance.

On January 10, 2023, the Company entered into an amendment (the “Amendment”, and the Original Purchase Agreement, as amended, the “Purchase Agreement”) to the Original Purchase Agreement with each Investor in accordance with the terms of the Original Purchase Agreement. Under the Amendment, the original increase in the authorized shares of the Company from 50,000,000 to 150,000,000 was increased to 250,000,000.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended December 31, 2022 and 2021 should be read in conjunction with the Financial Statements and corresponding notes included in this Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements.

Overview

Our Business

We are a garment manufacturer and logistics services provider based in China. We are listed on the Nasdaq Capital Market under the symbol of “ATXG”. We classify our businesses into three segments: Garment manufacturing, Logistics services, and Property management and subleasing. We used to have an operating segment named “Epidemic prevention supplies”, which included manufacturing, distribution and trading of epidemic prevention supplies. As the COVID-19 pandemic is getting better, the Company ceased to operate in the Epidemic prevention supplies business at the beginning of the quarter.

Our garment manufacturing business consists of sales made principally to wholesaler located in the People’s Republic of China (“PRC”). We have our own manufacturing facilities, with sufficient production capacity and skilled workers on production lines to ensure that we meet our high-quality control standards and timely delivery requirement for our customers. We conduct our garment manufacturing operations through three wholly owned subsidiaries, namely Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), Dongguan Yushang Clothing Co., Ltd (“YS”), and Shantou Yi Bai Yi Garments Co., Ltd (“YBY”) which are located in the Guangdong province, China.

Our logistic business consists of delivery and courier services covering approximately 79 cities in approximately seven provinces and two municipalities in China. Although we have our own motor vehicles and drivers, we currently outsource some of the business to our contractors. We believe outsourcing allows us to maximize our capacity and maintain flexibility while reducing capital expenditures and the costs of keeping drivers during slow seasons. We conduct our logistic operations through three wholly owned subsidiaries, namely Shenzhen Xin Kuai Jie Transportation Co., Ltd (“XKJ”), Shenzhen Yingxi Peng Fa Logistic Co., Ltd (“PF”) and Shenzhen Yingxi Tongda Logistic Co., Ltd (“TD”), which are located in the Guangdong province, China.

Our property management and subleasing provides shops subleasing and property management services for garment wholesalers and retailers in garment market. We conduct our property management and subleasing operation through a wholly owned subsidiary, namely Dongguan Yingxi Daying Commercial Co., Ltd (“DY”).

Business Objectives

Garment Manufacturing Business

We believe the strength of our garment manufacturing business is mainly due to our consistent emphasis on exceptional quality and timely delivery of our products. The primary business objective for our garment manufacturing segment is to expand our customer base and improve our profit.

Logistics Services Business

The business objective and future plan for our logistics services segment is to establish an efficient logistic system and to build a nationwide delivery and courier network in China. As of December 31, 2022, we provide logistics services to over 79 cities in approximately seven provinces and two municipalities. We expect to develop an additional 20 logistics points in existing serving cities and improve the Company’s profit in the year end of 2023.

Property Management and Subleasing Business

The business objective of our property management and subleasing segment is to integrate resources in shopping mall, develop e-commerce bases and the Internet celebrity economy together to drive to increase the value of the stores in the area. The short-term goal for the year is to increase the occupancy rate of stores in the mall to more than 70%.

Seasonality of Business

Our business is affected by seasonal trends, with higher levels of garment sales in our second and third quarters and higher logistics services revenue in our third and fourth quarters. These trends primarily result from the timing of seasonal garment manufacturing shipments and holiday periods in the logistics services segment.

Collection Policy

Garment manufacturing business

For our new customers, we generally require orders placed to be backed by advances or deposits. For our long-term and established customers with good payment track records, we generally provide payment terms between 30 to 180 days following their acknowledgement of receipt of goods.

Logistics services business

For logistics services, we generally receive payments from the customers between 30 to 90 days following the date of the registration of our receipt of packages.

Property management and subleasing business

For property management and subleasing business, we generally collect rental and management fees of the following month each month in advance.

Economic Uncertainty

Our business is dependent on consumer demand for our products and services. We believe that the significant uncertainty in the economy in China has increased our clients’ sensitivity to the cost of our products and services. We have experienced continued pricing pressure. If the economic environment becomes weak, the economic conditions could have a negative impact on our sales growth and operating margins, cash position and collection of accounts receivable. Additionally, business credit and liquidity have tightened in China. Some of our suppliers and customers may face credit issues and could experience cash flow problems and other financial hardships. These factors currently have not had an impact on the timeliness of receivable collections from our customers. We cannot predict at this time how this situation will develop and whether accounts receivable may need to be allowed for or written off in the coming quarters.

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

Summary of Critical Accounting Policies

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

Estimates and Assumptions

We regularly evaluate the accounting estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Revenue Recognition

Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product and service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

Leases

Lessee

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Lessor

As a lessor, the Company’s leases are classified as operating leases under ASC 842. Leases, in which the Company is the lessor, are substantially all accounted for as operating leases and the lease components and non-lease components are accounted for separately. Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.

Recently issued accounting pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on April 1, 2023. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

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

Results of Operations for the three months ended December 31, 2022 and 2021

The following tables summarize our results of operations for the three months ended December 31, 2022 and 2021. The table and the discussion below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.

Revenue

Total revenue for the three months ended December 31, 2022 decreased by approximately $0.7 million, or 24.0%, as compared with the three months ended December 31, 2021. The decrease was mainly due to an increase of approximately $0.1 million in garment manufacturing, a decrease of approximately $0.5 million in logistics services business, and a decrease of approximately $0.3 million in property management and subleasing business.

The revenue generated from our garment manufacturing business was $0.1 million, or approximately 4.7%, of total revenue for the three months ended December 31, 2022. The revenue generated from the segment was $0.03 million, or approximately 0.9%, of total revenue for the three months ended December 31, 2021. The low revenue was mainly due to factory facilities renewals and repairs, and the remaining factories cannot provide as much capacity as previously. We estimate the manufacturing capacity will recover at end of the fiscal year 2023.

Revenue generated from our logistics services business contributed approximately $1.2 million, or 57.2%, of our total revenue for the three months ended December 31, 2022. Revenue generated from our logistic business contributed approximately $1.7 million, or 61.6%, of our total revenue for the three months ended December 31, 2021.

Revenue generated from our property management and subleasing business contributed approximately $0.8 million, or 37.5%, of our total revenue for the three months ended December 31, 2022. The revenue from this business segment was $1.0 million, or 37.5%, of our total revenue of this business for the three months ended December 31, 2021.

Cost of revenue

For our garment manufacturing business, we purchased the majority of our raw materials directly from numerous local fabric and accessories suppliers.

Raw material costs for our garment manufacturing business was $771 in the three months ended December 31, 2022, as compared with $8,829 in the three months ended December 31, 2021.

Labor costs for our garment manufacturing business was $64,108, approximately 63.7% of our total garment manufacturing business revenue in the three months ended December 31, 2022, as compared with $12,783, approximately 49.9% in the three months ended December 31, 2021. The increase was mainly due to the rising wages in the PRC.

Overhead and other expenses for our garment manufacturing business accounted for $2,761, approximately 2.7% of our total garment business revenue for the three months ended December 31, 2022, as compared with $6,306, approximately 24.6% of total garment business revenue for the three months ended December 31, 2021.

For our logistic business, we outsource some of the business to our contractors. The Company relied on a few subcontractors, in which the subcontracting fees to our largest contractor represented approximately 20.9% and 29.9% of total cost of revenues for our service segment for the three months ended December 31, 2022 and 2021, respectively. The decrease was mainly due to our usage of our own logistics more than the subcontractors during the COVID-19 epidemic. We have not experienced any disputes with our subcontractors and we believe we maintain good relationships with our contract logistics services provider.

Fuel, toll and other costs for our service business for the three months ended December 31, 2022 were approximately $0.6 million as compared with $0.6 million for the three months ended December 31, 2021. Fuel, toll and other costs for our service business accounted for approximately 53.5% of our total service revenue for the three months ended December 31, 2022, as compared with approximately 33.1% for the three months ended December 31, 2021. The increase was primarily attributable to a decrease in the use of subcontractors under the COVID-19 epidemic circumstance.

Subcontracting fees for our service business for the three months ended December 31, 2022 decreased significantly by approximately 69.9% to approximately $0.3 million from $0.8 million for the three months ended December 31, 2021. Subcontracting fees accounted for approximately 20.9% and 49.0% of our total service business revenue in the three months ended December 31, 2022 and 2021, respectively. The decrease was primarily due to the Company used less subcontractors under the COVID-19 epidemic circumstance.

For property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing business. The cost of revenue for property management and subleasing business for the three months ended December 31, 2022 was $536,732, approximately 67.4% of our total property management and subleasing business revenue, as compared with $884,556, approximately 84.5% of total property management and subleasing business revenue for the three months ended December 31, 2022.

Gross profit

Garment manufacturing business gross profit for the three months ended December 31, 2022 was approximately $33,082, as compared with a gross loss of approximately $2,278 for the three months ended December 31, 2021. Gross profit accounted for 32.8% of our total Garment manufacturing business revenue for the three months ended December 31, 2022, as compared with a gross loss of 8.9% for the three months ended December 31, 2021.

Gross profit in our logistics services business for the three months ended December 31, 2022 was approximately $0.3 million and gross margin was 25.6%. Gross profit in our logistics services business for the three months ended December 31, 2021 was approximately $0.3 million and gross margin was 17.9%. The increase of gross profit margin was mainly attributable to a decrease of operating expenses due to replacement of old vehicles and shifting our strategic focus on high margin customers.

Gross profit in our property management and subleasing business for the three months ended December 31, 2022 was approximately $0.3 million, or 32.6%, of our total property management and subleasing business revenue. It was approximately $0.2 million, or 15.5%, for the three months ended December 31, 2021.

Selling, General and administrative expenses

Our selling expenses were mainly incurred for our property management and subleasing business. It was approximately $0.02 million and $0.04 million for the three months ended December 31, 2022 and 2021, respectively. Selling expenses consist primarily of advertisement, local transportation, unloading charges and product inspection charges.

Our general and administrative expenses in our garment manufacturing business segment for the three months ended December 31, 2022 and 2021 was both approximately $0.03 million. Our general and administrative expenses in our logistics services segment, for the three months ended December 31, 2022 and 2021 was both approximately $0.2 million. The general and administrative expenses in our property management and subleasing business remained stable at approximately $0.1 million for the three months ended December 31, 2022 and 2021. Our general and administrative expenses for the three months ended December 31, 2022 and 2021 was approximately $0.3 million and $0.1 million, respectively. General and administrative expenses consist primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

Total general and administrative expenses for the three months ended December 31, 2022 increased by approximately 0.2% to approximately $0.68 million from $0.45 million for the three months ended December 31, 2021.

Loss from operations

Loss from operations for the three months ended December 31, 2022 and 2021 was approximately $0.09 million and $0.03 million, respectively. Income (loss) from operations of approximately $7,745 and ($28,473) was attributed from our garment manufacturing segment for the three months ended December 31, 2022 and 2021, respectively. Income from operations of approximately $91,147 and $100,769 was attributed from our logistics services segment for the three months ended December 31, 2022 and 2021, respectively. Income from operations of approximately $131,213 and $14,844 was attributed from our property management and subleasing business for the three months ended December 31, 2022 and 2021, respectively. We incurred a loss from operations in corporate office of approximately $0.3 million and $0.1 million for the three months ended December 31, 2022 and 2021. The loss was mainly due to increase in administrative expenses.

Income Tax Expenses

Income tax expense for the three months ended December 31, 2022 and 2021 was approximately $8,184 and $2,209 million, respectively. The Company operates in the PRC and files tax returns in the PRC jurisdictions.

Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, and is not subject to income taxes.

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive tax rate of 16.5%. No provision for income taxes in Hong Kong have been made as Yingxi HK had no taxable income for the three months ended December 31, 2022 and 2021.

QYTG and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (“EIT”) rate is 25%. No provision for income taxes in the PRC have been made as QYTG and YX had no taxable income for the three months ended December 31, 2022 and 2021.

The Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from 5% to 15% in 2022. The preferential tax rates will be expired at end of year 2022 and the EIT rate will be 25% from year 2023.

The Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States have been made as Addentax Group Corp. had no United States taxable income for the three months ended December 31, 2022 and 2021.

Net Income (Loss)

We incurred net loss of approximately $0.08 million and net income of $0.01 million for the three months ended December 31, 2022 and 2021, respectively. Our basic and diluted earnings per share were $0.00 and $0.00 for the three months ended December 31, 2022 and 2021, respectively.

Results of Operations for the nine months ended December 31, 2022 and 2021

The following tables summarize our results of operations for the nine months ended December 31, 2022 and 2021. The table and the discussion below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.

Revenue

Total revenue for the nine months ended December 31, 2022 decreased by approximately $3.2 million, or 32.4%, as compared with the nine months ended December 31, 2021. The decrease was mainly due to the significant decrease of Garment Manufacturing Business.

Revenue generated from our garment manufacturing business contributed approximately $0.1 million (4.7%) and $2.5 million (25.3%) of total revenue for the nine months ended December 31, 2022 and 2021, respectively. The decrease mainly due to factory facilities renewal and repair, remaining factories cannot provide as much capacity as previously. We estimate the capacity will appear to recover by end of FY2023.

Revenue generated from our logistics services business contributed approximately $3.8 million, or 57.5%, of our total revenue for the nine months ended December 31, 2022. Revenue generated from our logistic business contributed approximately $4.1 million, or 42.1%, of our total revenue for the nine months ended December 31, 2021. The decrease of $0.3 million was due to decrease of revenue from YXPF compared to the nine months ended December 31, 2021.

Revenue generated from our property management and subleasing business contributed approximately $2.7 million, or 40.2%, of our total revenue for the nine months ended December 31, 2022. Revenue generated from our property management and subleasing business contributed approximately $3.2 million, or 32.6%, of our total revenue for the nine months ended December 31, 2021.

Cost of revenue

For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers.

Raw material costs for our garment manufacturing business were $28,313, approximately 19.9% of our total garment manufacturing business revenue in the nine months ended December 31, 2022, as compared with $1,719,420, approximately 69.1% in the nine months ended December 31, 2021. The decrease was mainly due to the decrease of the average purchase cost of the raw materials.

Labor costs for our garment manufacturing business were $73,376, approximately 51.7% of our total garment manufacturing business revenue in the nine months ended December 31, 2022, as compared with $542,118, approximately 21.8% in the nine months ended December 31, 2021. The increase was mainly due to the rising wages in the PRC.

Overhead and other expenses for our garment manufacturing business accounted for $4,380, approximately 3.1% of our total garment business revenue for the nine months ended December 31, 2022, as compared with $23,124, 0.9% of total garment business revenue for the nine months ended December 31, 2021.

For our logistic business, we outsourced some of the business to our contractors. The Company relied on a few subcontractors, in which the subcontracting fees to our largest subcontractor represented approximately 25.8% and 30.3% of total cost of revenues for our service segment for the nine months ended December 31, 2022 and 2021, respectively. The percentage decreased was due to the usage of our own logistics more than usage of the subcontractors under COVID-19 epidemic. We have not experienced any disputes with our subcontractors and we believe we maintain good relationships with our contract logistics services providers.

Fuel, toll and other costs for our service business for the nine months ended December 31, 2022 were approximately $1.9 million compared with $1.4 million for the nine months ended December 31, 2021. Fuel, toll and other costs for our service business accounted for approximately 50.1% of our total service revenue for the nine months ended December 31, 2022, as compared with 34.0% for the nine months ended December 31, 2021. The increase was primarily attributable to the decrease of use of subcontractors under the COVID-19 epidemic circumstance.

Subcontracting fees for our service business for the nine months ended December 31, 2022 decreased approximately 52.3% to approximately $0.9 million from $1.9 million for the nine months ended December 31, 2021. Subcontracting fees accounted for approximately 23.3% and 45.1% of our total service business revenue in the nine months ended December 31, 2022 and 2021, respectively. This decrease was primarily because the Company used less subcontractors under the epidemic circumstance.

For property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing business. The cost of revenue for property management and subleasing business for the nine months ended December 31, 2022 was $2,099,050, approximately 78.6% of our total property management and subleasing business revenue, as compared with $2,749,114, approximately 85.8% of total property management and subleasing business revenue for the nine months ended December 31, 2022.

Gross profit

Garment manufacturing business generated a gross profit of approximately $35,931 for the nine months ended December 31, 2022. There was approximately $0.2 million gross profit for the nine months ended December 31, 2021. Gross profit accounted for 25.3% of our total Garment manufacturing business revenue for the nine months ended December 31, 2022, as compared to a gross profit of 8.2% for the nine months ended December 31, 2021.

Gross profit in our logistics services business for the nine months ended December 31, 2022 was approximately $1.0 million and gross margin was 26.6%. Gross profit in our logistics services business for the nine months ended December 31, 2021 was approximately $0.9 million and gross margin was 20.9%. The increase of gross profit ratio was mainly attributable to a decrease of subcontracting fees under the COVID-19 epidemic circumstances and a decrease of operating expenses due to replacement of old vehicles and shifting our strategic focus on high margin customers.

Gross profit in our property management and subleasing business for the nine months ended December 31, 2022 and 2021was approximately $0.6 million and $0.5 million, respectively. It accounted for approximately 21.4% and 14.2% of our total property management and subleasing business revenue for the nine months ended December 31, 2022 and 2021, respectively.

Selling, General and administrative expenses

Our selling expenses in our Garment manufacturing business segment for the nine months ended December 31, 2022 and 2021 was approximately $110 and $261, respectively. Our selling expenses in our logistics services segment was nil for the nine months ended December 31, 2022 and 2021. Selling expenses in our property management and subleasing business was $0.06 million and $0.1 million for the nine months ended December 31, 2022 and 2021, respectively. Selling expenses consist primarily of advertisement, local transportation, unloading charges and product inspection charges. Total selling expenses for the nine months ended December 31, 2022 decreased significantly by approximately 64.1% to $0.1 million from $0.4 million for the nine months ended December 31, 2021.

Our general and administrative expenses in our Garment manufacturing business segment was approximately $0.08 million and $0.1 million for the nine months ended December 31, 2022 and 2021, respectively. Our general and administrative expenses in our logistics services segment, for the nine months ended December 31, 2022 and 2021 was both approximately $0.7 million. The general and administrative expenses in our property management and subleasing business was approximately $0.3 million for both the nine months ended December 31, 2022 and 2021. Our general and administrative expenses in our corporate office for the nine months ended December 31, 2022 and 2021 was approximately $0.5 million and $0.3 million, respectively. General and administrative expenses consist primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

Total general and administrative expenses for the nine months ended December 31, 2022 was as approximately $0.2 million, or 12.4% higher than as compared to the nine months ended December 31, 2021.

Income from operations

Income from operations was approximately $0.02 million and $0.01 million for the nine months ended December 31, 2022 and 2021, respectively. Loss from operations of approximately $0.05 million was attributed from our garment manufacturing segment for the nine months ended December 31, 2022. Income from operations of approximately $0.1 million was attributed from our garment manufacturing segment for the nine months ended December 31, 2021. Income from operations of approximately $0.4 million and $0.2 million was attributed from our logistics services segment for the nine months ended December 31, 2022 and 2021, respectively. Our property management and subleasing business segment generated approximately $0.3 million and $0.05 million income from operations for the nine months ended December 31, 2022 and 2021, respectively. We incurred a loss from operations in corporate office of approximately $0.5 million and $0.3 million for the nine months ended December 31, 2022 and 2021, respectively. The loss was mainly due to an increase in administrative expenses.

Income Tax Expenses

Income tax expense for the nine months ended December 31, 2022 and 2021 was approximately $18,939 and $17,893, respectively. The Company operates in the PRC and files tax returns in the PRC jurisdictions.

Yingxi Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands, and is not subject to income taxes.

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive tax rate of 16.5%. No provision for income taxes in Hong Kong have been made as Yingxi HK had no taxable income for the nine months ended December 31, 2022 and 2021.

QYTG and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes in the PRC have been made as QYTG and YX had no taxable income for the nine months ended December 31, 2022 and 2021.

The Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from 5% to 15% in 2022. The preferential tax rates will be expired at end of year 2022 and the EIT rate will be 25% from year 2023.

The Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision for income taxes in the United States have been made as Addentax Group Corp. had no United States taxable income for the nine months ended December 31, 2022 and 2021.

Net Income (Loss)

We incurred a net income of approximately $0.1 million for both the nine months ended December 31, 2022 and 2021. Our basic and diluted earnings per share were $0.00 and $0.00 for the nine months ended December 31, 2022 and 2021, respectively.

Summary of cash flows

Summary cash flows information for the nine months ended December 31, 2022 and 2021 is as follow: