Company Quick10K Filing
Quick10K
JRSIS Health Care
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$3.20 15 $48
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
8-K 2019-06-12 Sale of Shares, Exhibits
8-K 2019-04-26 Other Events, Exhibits
8-K 2018-11-06 Officers
8-K 2018-09-03 Officers, Amend Bylaw, Exhibits
8-K 2017-10-29
EPSN Epsilon Energy 101
NTFL Nutrafuels 17
GTII Global Tech Industries Group 15
PRKA Parks America 13
IGEN Igen Networks 3
HKIB AMTD 0
AQSP Acquired Sales 0
TAQR Traqer 0
PHLD Phillips Edison & Company 0
PGAI PGI 0
JRSS 2019-06-30
Part I - Financial Information
Item 1. Consolidated Financial Statements
Note 1. Description of Business and Organization
Note 2. Summaries of Significant Accounting Policies
Note 3. Accounts Receivable, Net
Note 4. Inventories
Note 5. Prepayment
Note 6. Property and Equipment
Note 7. Long Term Deferred Expenses
Note 8. Right-Of-Use Assets and Lease Liabilities
Note 9. Derivative Financial Instruments
Note 10. Non-Controlling Interests
Note 11. Revenue
Note 12. Income Tax Expense
Note 13. Related Party Transactions
Note 14. Basic and Diluted Earnings per Share
Note 15. Contingencies and Commitment
Note 16. Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings.
Item 1A. Risk Factors
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5 Other Information
Item 6. Exhibits
EX-31.1 f10q0619ex31-1_jrsishealth.htm
EX-31.2 f10q0619ex31-2_jrsishealth.htm
EX-32.1 f10q0619ex32-1_jrsishealth.htm
EX-32.2 f10q0619ex32-2_jrsishealth.htm

JRSIS Health Care Earnings 2019-06-30

JRSS 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 f10q0619_jrsishealthcare.htm QUARTERLY REPORT

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2019

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to _______

 

Commission File Number: 000-56013

 

JRSIS HEALTH CARE CORPORATION.

(Exact name of Registrant as specified in its charter)

 

Florida   46-4562047
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)

 

1st – 7th Floor, Industrial and Commercial Bank Building, 

Xingfu Street, Hulan Town, Hulan District, Harbin City, 

Heilongjiang Province, China 150025  

 

(Address, including zip code, and telephone number, including area code, 

of Registrant’s principal executive offices)

 

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 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒ 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer   ☐ Smaller reporting company ☒
  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 ☒

 

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

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of the date of filing of this report, there were outstanding 18,009,999 shares of the issuer’s common stock, par value $0.001 per share.

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
PART I – FINANCIAL INFORMATION 1
     
Item 1 Consolidated Financial Statements F-1 - F-21
     
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 2
     
Item 3 Quantitative and Qualitative Disclosures About Market Risk 7
     
Item 4 Controls and Procedures 7
     
PART II – OTHER INFORMATION 8
     
Item 1 Legal Proceedings 8
     
Item 1A Risk Factors 8
     
Item 2 Unregistered Sale of Equity Securities and Use of Proceeds 8
     
Item 3 Defaults Upon Senior Securities 8
     
Item 4 Mine Safety Disclosures 8
     
Item 5 Other Information 8
     
Item 6 Exhibits 8
     
  Signatures 9

 

i

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.    Consolidated Financial Statements

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Item Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that can be expected for the year ended December 31, 2019.

 

1

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

    Page
     
JRSIS HEALTH CARE CORPORATION    
     
Consolidated Balance Sheets — June 30, 2019 (Unaudited) and December 31, 2018   F-2
     
Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)   F-3
     

Consolidated Statements of Shareholders' Equity for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)

 

F-4

     
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (Unaudited)   F-5
     
Notes to Consolidated Financial Statements (Unaudited)   F-6 - F-21

 

F-1

 

 

JRSIS HEALTH CARE CORPORATION 

CONSOLIDATED BALANCE SHEETS 

(AMOUNTS IN USD, EXCEPT SHARES)

 

   June 30,   December 31, 
   2019   2018 
   (Unaudited)     
Assets        
Current Assets:        
Cash and cash equivalents  $553,710   $256,450 
Accounts receivable, net   8,334,446    8,213,015 
Inventories   892,758    1,163,845 
Other receivables   30,835    7,590 
Prepayments   1,873,647    1,826,214 
Prepaid commitment fee   300,000    - 
Amount due from related parties   -    149,811 
Deferred expenses   291,613    291,104 
Deposits for capital leases-current portion   259,843    72,700 
Total current assets   12,536,852    11,980,729 
Construction in progress   1,251,982    803,257 
Property and equipment, net   21,548,255    37,723,969 
Long term deferred expenses   1,084,521    1,238,455 
Deposits for capital leases   690,107    720,306 
Right-of-use assets   17,456,872    - 
Total assets  $54,568,589   $52,466,716 
           
Liabilities and shareholders’ equity          
Current Liabilities:          
Accounts payable  $5,364,485   $3,635,761 
Notes payable   300,896    668,175 
Deposits received   9,782    14,213 
Amount due to related parties   438,447    109,147 
Other payable   21,728    49,707 
Deferred tax payable-current   -    107,365 
Tax payable   -    41,156 
Payroll payable   615,439    383,943 
Lease obligation-current portion   2,854,614    2,161,977 
Convertible note   557,189    - 
Total current liabilities   10,162,580    7,171,444 
           
Deferred tax payable   1,748,023    1,231,462 
Lease obligation   14,467,116    19,380,209 
Other capital lease payable   3,750,820    2,651,084 
Warrant liabilities   76,645    - 
Total liabilities  $30,205,184   $30,434,199 
           
Shareholders’ equity          
Common stock; $0.001 par value, 100,000,000 shares authorized; 18,009,999 and 14,975,000 issued and outstanding at June 30, 2019 and December 31, 2018, respectively   18,010    14,975 
Additional Paid-in capital   15,402,240    2,191,363 
Retained earnings   1,323,330    12,913,912 
Other comprehensive income   (1,009,412)   (983,109)
Total shareholders’ equity of the Company   15,734,168    14,137,141 
Non-controlling interest   8,629,237    7,895,376 
Total shareholders’ equity   24,363,405    22,032,517 
Total liabilities and shareholders’ equity  $54,568,589   $52,466,716 

 

See notes to consolidated financial statements 

 

F-2

 

 

JRSIS HEALTH CARE CORPORATION 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME 

(AMOUNTS IN USD, EXCEPT SHARES) (UNAUDITED)

 

   Three Months Ended 
June 30,
   Six Months Ended 
June 30,
 
   2019   2018   2019   2018 
                 
Revenue:                
Pharmaceuticals  $2,588,342   $2,780,456   $5,402,890   $5,488,502 
Patient services   4,983,328    4,244,114    9,740,883    8,336,145 
Total revenue   7,571,670    7,024,570    15,143,773    13,824,647 
Operating costs and expenses:                    
Cost of pharmaceuticals sold   1,954,968    1,929,477    4,370,100    3,753,942 
Medical consumables   995,947    959,763    1,868,539    1,740,035 
Salaries and benefits   1,567,344    1,075,962    3,106,423    2,103,051 
Office supplies   290,705    168,869    680,065    379,369 
Vehicle expenses   76,142    35,223    158,077    66,232 
Utilities expenses   101,334    82,851    297,650    261,830 
Rentals and leases   28,589    26,654    56,752    53,391 
Advertising and promotion expenses   1,105    15,677    26,465    15,722 
Interest expense   311,493    279,292    537,353    585,296 
Professional fee   63,627    -    104,915    - 
Loss of fair value of convertible notes   275,189    -    275,189    - 
Warrant expense   76,645    -    76,645    - 
Depreciation   554,355    400,331    1,092,579    782,180 
Total operating costs and expenses   6,297,443    4,974,099    12,650,752    9,741,048 
Earnings from operations before other income and income taxes   1,274,227    2,050,471    2,493,021    4,083,599 
Other income (expenses)   (3,753)   (4,431)   (9,368)   (8,437)
Earnings from operations before income taxes   1,270,474    2,046,040    2,483,653    4,075,162 
Income tax   160,042    4,055    415,834    4,636 
Net income   1,110,432    2,041,985    2,067,819    4,070,526 
Less: net income attributable to non-controlling interests   455,690    612,596    744,489    1,221,158 
Net income attributable to the Company  $654,742   $1,429,389   $1,323,330   $2,849,368 
Comprehensive income:                    
Foreign currency translation adjustment attributable to non-controlling interests   (181,399)   (342,843)   (10,628)   (93,684)
Foreign currency translation adjustment attributable to the Company   (380,460)   (951,198)   (26,303)   (367,271)
Comprehensive income  $548,573   $747,944   $2,030,888   $3,609,571 
Less: Comprehensive income attributable to non-controlling interests   274,291    269,753    733,861    1,127,474 
Comprehensive income attributable to the Company  $274,282   $478,191   $1,297,027   $2,482,097 
                     
Basic earnings per share  $0.0407   $0.0955   $0.0852   $0.1910 
Diluted earnings per share   0.0407   $0.0955   $0.0852   $0.1910 
Weighted average number of shares outstanding (Basic)   16,086,944    14,968,757    15,530,972    14,921,354 
Weighted average number of shares outstanding (Diluted)   16,096,658    14,968,757    15,535,829    14,921,354 

 

See notes to consolidated financial statements

  

F-3

 

 

JRSIS HEALTH CARE CORPORATION 

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY 

(AMOUNTS IN USD, EXCEPT SHARES)

 

   Common stock   Retained   Other 
comprehensive
   Additional
paid-in
   Non-
Controlling
   Total 
Shareholders’
 
   Quantity   Amount   Earnings   income   capital   Interest   equity 
Balance at December 31, 2017   14,835,000   $14,835   $10,920,942   $(93,520)  $2,051,503   $7,339,043   $20,232,803 
Net income   -    -    1,419,979    -    -    608,562    2,028,541 
Shares issued   130,000    130              129,870         130,000 
Foreign currency translation adjustment   -    -    -    583,927    -    249,159    833,086 
Balance at March 31, 2018   14,965,000   $14,965   $12,340,921   $490,407   $2,181,373   $8,196,764   $23,224,430 
                                    
Net income   -    -    1,429,389    -    -    612,596    2,041,985 
Foreign currency translation adjustment   -    -    -    (951,198)   -    (342,843)   (1,294,041)
Shares issued   10,000    10    -    -    9,990    -    10,000 
Balance at June 30, 2018   14,975,000   $14,975   $13,770,310   $(460,791)  $2,191,363   $8,466,517   $23,982,374 

 

   Common stock   Retained   Other 
comprehensive
   Additional
paid-in
   Non-
Controlling
   Total 
Shareholders’
 
   Quantity   Amount   Earnings   income   capital   Interest   equity 
Balance at December 31, 2018   14,975,000   $14,975   $12,913,912   $(983,109)  $2,191,363   $7,895,376   $22,032,517 
Net income   -    -    668,588    -    -    288,799    957,387 
Foreign currency translation adjustment   -    -    -    354,157    -    170,771    524,928 
Balance at March 31, 2019   14,975,000   $14,975   $13,582,500   $(628,952)  $2,191,363   $8,354,946   $23,514,832 
                                    
Net income   -    -    654,742    -    -    455,690    1,110,432 
Foreign currency translation adjustment   -    -    -    (380,460)   -    (181,399)   (561,859)
Stock dividend   2,994,999    2,995    (12,913,912)   -    12,910,917    -    - 
Shares issued   40,000    40    -    -    299,960    -    300,000 
Balance at June 30, 2019   18,009,999    18,010    1,323,330    (1,009,412)   15,402,240    8,629,237    24,363,405 

 

See notes to consolidated financial statements

 

F-4

 

 

JRSIS HEALTH CARE CORPORATION 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

(AMOUNTS IN USD, EXCEPT SHARES)

 

   Six Months Ended June 30, 
   2019   2018 
   (Unaudited)   (Unaudited) 
Cash Flows From Operating Activities        
Net income  $2,067,819   $4,070,526 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation   1,092,579    782,180 
Prepaid commitment expense   300,000    - 
Loss of fair value of convertible notes    275,189     - 
Warrant expense   76,645     - 
Changes in operating assets and liabilities:          
Accounts receivable, net   (108,366)   (2,600,389)
Inventories   276,410    (217,578)
Amount due from related parties   151,394    255,963 
Prepayments and other current assets   70,149    75,110 
Accounts payable   1,371,049    837,887 
Amount due to related parties   349,966    65,890 
Deposits received   (4,510)   1,849 
Accrued expenses and other current liabilities   559,060    (496,907)
Net cash provided by operating activities   6,477,384    

2,774,531

 
           
Cash Flows From Investing Activities          
Purchases of property and equipment   (2,164,457)   (2,105,744)
Prepayment for property and equipment acquisition   (141,698)   (54,059)
Payment of Construction in progress   (452,709)   (655,417)
Net cash (used in) investing activities   (2,758,864)   (2,815,220)
           
Cash Flows From Financing Activities          
Proceeds from shareholders   -    144,246 
Payments of finance lease obligations   (6,870,433)   (1,371,672)
Interest expense   537,353    585,296 
Derivative Financial Instruments   282,000    - 
Short-term bank loan   -    (2,234)
Proceeds from finance lease   2,931,514    - 
Non-cash issuance of common stock   (300,000)   - 
Net cash (used in) financing activities   (3,419,566)   (644,364)
           
Effect of exchange rate fluctuation on cash and cash equivalents   (1,694)   124,555 
Net increase in cash and cash equivalents   297,260    (560,498)
           
Cash and cash equivalents, beginning of period   256,450    884,292 
Cash and cash equivalents, ending of period  $553,710   $323,794 
           
Supplemental disclosure of cash flow information          
Cash paid for income taxes   (415,834)   (4,636)
Cash paid for interest   (537,353)   (585,296)

 

See notes to consolidated financial statements

 

F-5

 

  

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 1. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

JRSIS Health Care Corporation (the “Company” or “JRSS”) was incorporated on November 20, 2013 under the laws of the State of Florida. In December 2013 JRSS acquired 100% of the equity in JRSIS Health Care Limited (“JHCL”), which is a Limited Liability Company registered in British Virgin Island (“BVI”) on February 25, 2013. JHCL owns 100% of the equity in Runteng Medical Group Co., Ltd (“Runteng”), a limited liability company registered in Hong Kong on September 17, 2012. Runteng owns 70% of the equity in Harbin Jiarun Hospital Co., Ltd (“Jiarun”), a for-profit hospital incorporated in Harbin City of Heilongjiang, China in February 2006. The remaining 30% of the equity in Jiarun is owned by Junsheng Zhang, who is the Chairman of the Board of JRSIS Health Care Corporation.

 

Jiarun is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin. Jiarun also owns 100% of the equity in:

 

  Harbin Jiarun Hospital Co., Ltd Nanjing Road Branch (“NRB Hospital”), a hospital branch of Jiarun, incorporated in Harbin city of Heilongjiang, China in October 2017. NRB Hospital is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin.

 

  Harbin Jiarun Hospital Co., Ltd 2nd Branch (“2nd Branch Hospital”), a second hospital branch of Jiarun, incorporated in Harbin city of Heilongjiang, China in November 2017. 2nd Branch Hospital is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin.

 

30% of the equity in Jiarun is held by Junsheng Zhang and is therefore a non-controlling interest (“NCI”), accounted for pursuant to ASC 810-10-45, which states that the ownership interest in the subsidiary that is held by owners other than the parent is a non-controlling interest.

 

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES

 

A. Basis of presentation

 

The consolidated financial statements have been prepared in accordance with the United States generally accepted accounting principles (“U.S. GAAP”).

 

B. Principles of consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. Non-controlling interests represent the equity interest in Jiarun that is not attributable to the Company. Non-controlling interest is reported in the consolidated financial position within equity, separate from the Company’s equity. Net income or loss and comprehensive income or loss are attributed to the Company’s and the non-controlling interest.

 

C. Use of estimates

 

The preparation of audited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue 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 from those estimates. Significant items subject to such estimates and assumptions include valuation allowances for receivables and recoverability of carrying amount and the estimated useful lives of long-lived assets. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

 

F-6

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

D. Functional currency and foreign currency translation

 

JRSS’s and JHCL’s functional currency is the United States dollar (“US$”). Runteng’s functional currency is the Hong Kong dollar (“HK$”). The functional currency of Jiarun is the Renminbi (“RMB”).

 

The Company’s reporting currency is US$. Assets and liabilities of Runteng and Jiarun are translated at the current exchange rate at the balance sheet dates, revenues and expenses are translated at the average exchange rates during the reporting periods, and equity accounts are translated at historical rates. Translation adjustments are reported in other comprehensive income.

 

The exchange rates used for foreign currency translation are as follows:

 

      For six months ended 
June 30,
 
      2019   2018  
      (USD to RMB/USD to HKD)   (USD to RMB/USD to HKD)  
Assets and liabilities period end exchange rate     6.8656 / 7.8119     6.6198 / 7.8463  
Revenue and expenses period average     6.7839 / 7.8426     6.3681 / 7.8378  

 

E. Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The majority of sales are either cash receipt in advance or cash receipt upon delivery. For six months ended June 30, 2019 and 2018, no customer accounted for more than 10% of net revenue. As of June 30, 2019, and December 31, 2018, 3 and 3 customers accounted for more than 5% of net accounts receivable, respectively. For those credit sales, the Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

 

F. Cash and cash equivalents

 

Cash and cash equivalents include all cash, deposits in banks and other liquid investments with initial maturities of three months or less.

 

G. Accounts receivable

 

Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts as needed. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. 

 

H. Inventories

 

Inventories, consisting principally of pharmaceuticals, are stated at the lower of cost or market using the first-in, first-out method (“FIFO”). This policy requires the Company to make estimates regarding the market value of inventory, including an assessment of excess or obsolete inventory. The Company determines excess or obsolete inventory based on an estimate of the future demand and estimated selling prices for its products. 

 

I. Construction in progress

 

Construction in progress represents the new hospital painting and decoration costs. All direct costs relating to the polishing and decoration are capitalized as construction in progress. No depreciation is provided in respect of construction in progress. 

 

F-7

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

  

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

J. Property and equipment

 

Property and equipment is recorded at cost upon acquisition and is depreciated on a straight-line basis over the assets’ estimated useful lives or over their lease terms of the assets. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and betterments are capitalized. Depreciation is recorded on a straight-line basis reflective of the useful lives of the assets. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income.

 

The estimated useful lives for property and equipment categories are as follows:

 

Buildings and improvement 10-40 years
Medical equipment 5-15 years
Transportation instrument 5-10 years
Office equipment 5-10 years
Electronic equipment 5-10 years
Software 5-10 years

 

K. Leases

 

In February 2016, the FASB issued ASU 2016-02–Leases (Topic 842), which increases transparency and comparability among organizations by recognizing right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU maintains a distinction between finance leases and operating leases, which is substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. Retaining this distinction allows the recognition, measurement and presentation of expenses and cash flows arising from a lease to remain similar to the previous accounting treatment. A lessee is permitted to make an accounting policy election by class of underlying asset to exclude from balance sheet recognition any lease assets and lease liabilities with a term of 12 months or less, and instead to recognize lease expense on a straight-line basis over the lease term. For both financing and operating leases, the ROU asset and lease liability is initially measured at the present value of the lease payments in the consolidated balance sheet. In July 2018, the FASB issued ASU 2018-11 which provides entities with the option to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, if necessary. As discussed in Note 8, we adopted ASU 2016-02–Leases (Topic 842) effective January 1, 2019 utilizing the transition option provided by ASU 2018-11.

 

L. Fair Value Measurement

 

The Company applies the provisions of ASC Subtopic 820-10, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 

Fair value is defined as the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining the fair value for the assets and liabilities required or permitted to be recorded, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; 

Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability; 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

F-8 

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

  

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis:

 

   Carrying Value at
June 30, 
2019
   Fair Value Measurement at
June 30, 2019
 
       Level 1   Level 2   Level 3 
Convertible Note  $557,189   $-   $-   $557,189 
Warrant liability  $76,645   $-   $-   $76,645 

 

A summary of changes in Warrant liability for the period ended June 30, 2019 was as follows:

 

Balance at January 1, 2019  $- 
Issuance of warrants on May 30, 2019   77,995 
Change in fair value of warrant liability   (1,350)
Balance at June 30, 2019   76,645 

 

The fair value of the outstanding warrants was calculated using the Binomial Option Pricing Model with the following assumptions at inception and on subsequent valuation date:

 

Warrants   June 30, 
2019
 
Market price per share (USD/share)   $ 7.50  
Exercise price (USD/share)     10.00  
Risk free rate     1.737 %
Dividend yield     0 %
Expected term/Contractual life (years)     4.92  
Expected volatility     50.08 %

 

A summary of changes in Convertible Note for the period ended June 30, 2019 was as follows:

 

Balance at January 1, 2019  $- 
Issuance of Convertible Note on May 30, 2019   282,000 
Fair value loss on issuance of convertible notes   288,889 
Change in fair value of convertible notes   (13,700)
Balance at June 30, 2019   557,189 

 

The fair value of the outstanding Convertible Note was calculated using the Binomial Option Pricing Model with the following assumptions at inception and on subsequent valuation date:

 

Convertible Note   June 30, 
2019
 
Market price per share (USD/share)   $ 7.50  
Exercise price (USD/share)     60% on market price  
Risk free rate     2.02 %
Dividend yield     0 %
Expected term/Contractual life (years)     0.42  
Expected volatility     48 %

  

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are reflected in the accompanying consolidated financial statements at amounts that approximate fair value because of the short-term nature of these instruments. The fair value of the Company’s capital lease obligations also approximates carrying value as they bear interest at current market rates.

  

F-9

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

M. Segment and geographic information

 

The Company is operating in one segment in accordance with the accounting guidance FASB ASC topic 280, “Segment Reporting”. The Company’s revenues are from customers in People’s Republic of China (“PRC”). All assets of the company are located in PRC.

 

N. Revenue recognition

 

The Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that economic benefits will flow to the entity, and specific criteria have been met for each of the Company’s activities as described below.

 

Pharmaceutical sales

 

Revenue from the sale of pharmaceuticals is recognized when it is both earned and realized. The Company’s policy is to recognize the sale of pharmaceuticals when the title of the pharmaceuticals, ownership and risk of loss have transferred to the purchasers, and collection of the sales proceeds is reasonably assured, all of which generally occur when the patient receives the pharmaceuticals.

 

Given the nature of this revenue source of the Company’s business and the applicable rules guiding revenue recognition, the revenue recognition practices for the sale of pharmaceuticals do not contain estimates that materially affect results of operations nor does the Company have any policy for return of products.

 

Patient Services

 

In accordance with the medical licenses under which Jiarun operates, the scope of its approved medical patient service includes medical consulting, surgery, obstetrics and gynecology, pediatrics, anesthesia, clinic laboratory, medical imaging, and traditional Chinese medicine.

 

Patient service revenue is recognized when it is both earned and realized. The Company’s policy is to recognize patient service revenue when the medical service has been provided to the patient and collection of the revenue is reasonably assured.

 

The Company provides services to both patients covered by social insurance and patients who are not covered by social insurance. The Company charges the same rates for patient services regardless of the coverage by social insurance.

 

Patients who are not covered by social insurance are liable for the total cost of medical treatment.

 

  For out-patient medical services, revenue is recognized when the Company provides medical service to the patient. The Company collects payment before the patient leaves the hospital.

 

  For in-patient medical services, when a patient checks into the hospital, the Company estimates the approximate fee the patient will spend in the hospital based on patient’s symptoms. At that time, the Company collects the estimated fees from the patient and records the payment as deposits received.

 

During the in-patient services period, the Company recognizes revenue when the patient service is provided and deducts the cost of service from the deposit received. The Company records these transactions based on daily reports generated by the respective medical department. When medical services exceed patient deposits received the Company records revenue and accounts receivable when the patient services are provided.

 

When a patient checks out from the hospital, the Company calculates and determines the remaining deposit, if any, and refunds the unused portion of the deposit to the patients. In the case where the patient has a balance in accounts receivable, accounts receivable are required to be paid in full at checkout.

 

Patients covered by social insurance will receive a portion or full medical services reimbursed or paid by the social insurance agencies via prepaid cards or insurance claim settlement process.

 

F-10

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Settlement process

 

The Company is a registered medical service vendor under the state social insurance system for various social insurance agencies. The insurance agencies include “Social Medical Insurance funded by PRC and Heilongjiang Province” and “Heilongjiang Province New Rural Cooperative Medical Care System”. The Company utilizes an online system maintained by the social insurance agencies for patients who are covered by social insurance agencies.

 

  The Company records patients’ information in the social insurance system at check in. The system determines the covered portion and amounts based on the information input to the system.

 

  At the time of check out, the Company collects payment for services the patients are liable for and records accounts receivable from the social insurance agencies for the portion of services covered by the social insurance. In the case that the patients have made payment during the in-patient services period, the Company refunds any amount in excess of the portion they are liable for.

 

  The Company is responsible for submitting supporting documents of patient services provided to the social insurance agencies for their review. The Company is also required to reconcile its records with the social insurance agencies once a month. Once the social insurance agencies approve the reconciliation, the insurance agencies will settle the accounts receivable balance in the next month following the approval.

 

O. Income taxes

 

The Company has adopted FASB ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income 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 period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

In July 2006, the FASB issued FIN 48(ASC 740-10), Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109 (ASC 740), which requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under FIN 48 (ASC 740-10), tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.

 

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or deferred tax asset valuation allowance.

 

As a result of the implementation of FIN 48 (ASC 740-10), the Company made a comprehensive review of its portfolio of tax positions in accordance with recognition standards established by FIN 48 (ASC 740-10). The Company recognized no material adjustments to liabilities or shareholder’s equity as a result of the implementation. The adoption of FIN 48 did not have a material impact on the Company’s unaudited consolidated financial statements.

 

Enterprise income tax is determined under the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC, income tax is payable by enterprises at a rate of 25% of their taxable income.

 

F-11

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

P. Earnings per share

 

Basic earnings per common share is computed by using net income divided by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding for the periods presented.

 

Q. Reclassification

 

The comparative figures have been reclassified to conform to current year presentation.

 

R. Recently adopted accounting pronouncements 

 

The FASB has issued Accounting Standards Update (ASU) No. 2019-01, Leases (Topic 842): Codification Improvements. The new ASU aligns the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied.

 

The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities.

 

Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard.

 

Leases. In February 2016, the FASB issued guidance which requires companies generally to recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. This guidance is effective for fiscal years beginning after December 15, 2018 and for interim periods within those fiscal years, with early adoption permitted. The Company adopted the guidance using the modified retrospective approach as of January 1, 2019. See Note 8 - Leases for further details.

 

We do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.

 

NOTE 3. Accounts Receivable, Net

 

   June 30   December 31 
   2019   2018 
   (Unaudited)     
Accounts receivable  $8,358,843   $8,237,369 
Less: allowance for doubtful debts   24,397    24,354 
   $8,334,446   $8,213,015 

 

The Company experienced nil bad debts during six months ended June 30, 2019 and 2018.

 

NOTE 4. Inventories

 

At June 30, 2019 and December 31, 2018, inventories consist of the following:

 

   June 30   December 31 
   2019   2018 
   (Unaudited)     
Western pharmaceuticals  $496,803   $809,499 
Chinese herbal medicine   34,733    29,796 
Medical material   357,697    321,477 
Other material   3,525    3,073 
   $892,758   $1,163,845 

 

F-12

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 5. Prepayment

 

At June 30, 2019 and December 31, 2018 prepayment consists of the following:

 

   June 30   December 31 
   2019   2018 
   (Unaudited)     
Deposits on medical equipment  $1,407,703   $1,297,411 
Heating fees   -    135,035 
Others   465,944    393,768 
   $1,873,647   $1,826,214 

 

NOTE 6. Property and Equipment

 

At June 30, 2019 and December 31, 2018, property and equipment, at cost, consist of:

 

   June 30,   December 31, 
   2019   2018 
   (Unaudited)     
Transportation equipment  $1,174,428   $1,000,303 
Medical equipment   16,585,940    15,001,892 
Electrical equipment   1,682,862    1,649,229 
Office equipment and others   926,866    813,635 
Buildings   24,053,766    24,011,797 
Software   171,999    138,366 
Total fixed assets at cost   44,595,861    42,615,222 
Accumulated depreciation   (5,979,379)   (4,891,253)
Reclass to Right-of-use assets   (17,068,227)   - 
Total fixed assets, net  $21,548,255   $37,723,969 

 

The Company recorded depreciation expense of $554,355 and $400,331, $1,092,579 and $782,180 for the three and six months ended June 30, 2019 and 2018, respectively.

 

NOTE 7. Long term deferred expenses

 

On May 7, 2015, July 3, 2015 and October 16, 2015, Jiarun entered into three lease agreements to lease medical equipment from Hair Finance Leasing (China) Co., Ltd. (“Hair”), a third party, for a five-year period, in which Jiarun is required to pay a consulting fee to Hair for the services provided over the five years. The consulting fee paid but attributable to the current and subsequent accounting periods was accounted for as deferred expenses and long term deferred expenses.

 

During the year ended December 31, 2018, the Company paid approximately $1.6 million for the decoration of its outpatient building and the two Branch Hospitals.

 

The consulting and decoration fees paid but attributable to the current and subsequent accounting periods were accounted for as deferred expenses and long term deferred expenses.

 

The current portion of the prepaid consulting fee was recorded as deferred expenses of $291,613 and $291,104 as of June 30, 2019 and December 31, 2018. The long-term deferred expenses were $1,084,521 and $1,238,455 as of June 30, 2019 and December 31, 2018.

 

The Company recorded consulting fee of $16,534 and $17,685 for the three months ended June 30, 2019 and 2018, and decoration fees of $40,117 and $33,144 for the three months ended June 30, 2019 and 2018, respectively.

 

 The Company recorded consulting fee of $33,254 and $35,425 for the six months ended June 30, 2019 and 2018, and decoration fees of $114,308 and $33,144 for the six months ended June 30, 2019 and 2018, respectively.

 

F-13

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 8. Right-of-Use Assets and Lease Liabilities

 

On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 842, “Leases” (“new lease standard”). The new lease standard was adopted using the optional transition method approach that allows for the cumulative effect adjustment to be recorded without restating prior periods. The Company has elected the practical expedient package related to the identification, classification and accounting for initial direct costs whereby prior conclusions do not have to be reassessed for leases that commenced before the effective date. As the Company will not reassess such conclusions, the Company has not adopted the practical expedient to use hindsight to determine the likelihood of whether a lease will be extended or terminated or whether a purchase option will be exercised.

 

Finance lease 

 

On June 5, 2013, Jiarun entered into a lease agreement to lease its hospital building from Harbin Baiyi Real Estate Development Co., Ltd (“the Lessor”), which is owned by Junsheng Zhang, a related party. The Lease has a term of 30 years, requiring annual prepayments of a rent of RMB7,000,000. The first payment was made on September 1, 2014. At the end of the leasing period, a final payment will be made to settle the total leasing amount. Both parties agreed for Jiarun to pay RMB3,000,000 as deposit at the execution of the Leasing agreement, which will be deducted from the final rental settlement. In accordance to accounting principles and treatment, this payment was booked as deposit in our accounts. The Lessor shall return the premium for lease to Jiarun at expiration of the Contract or pledge the deposit as part of rents for the last period or periods in 2043. The implicit interest rate, which determined the rental fee after fair value was amortized, was calculated at 6.55%, which is the benchmark interest rate announced from The People’s Bank of China. After the completion of all payments, the ownership of the lease item will be transferred to Jiarun.

 

The leasing agreement for our hospital building contains the following provisions:

 

  Rental payments of RMB7,000,000 (equivalent to $1,144,913) per year, payable at the beginning of September.

 

  An option allowing the lessor to extend the lease for thirty years beyond the last renewal option exercised by the Company.

 

  A guarantee by the Company that the lessor will realize $nil from selling the asset at the expiration of the lease This lease is a capital lease because its term (30 years) exceeds 75% of the building’s estimated economic life. In addition, the present value ($15,185,032) of the minimum lease payments exceeds 90% of the fair value of the building ($15,721,295).

 

  Accumulated annual amounts resulting from applying an interesting rate 6.55% to the balance of the lease obligation at the beginning of each year. The lease obligation is increased by the amount of the prior year’s interest, the amount of the net rental payment at the beginning of each year; and this amount represents the guaranteed residual value at the end of the lease term.

 

On May 7, 2015, July 3, 2015, October 16, 2015, April 6, 2016, November 25, 2016, April 5 2017 and May 25, 2019 Jiarun entered into several lease agreements to lease medical equipment and an elevator from three lease finance companies, which are all unrelated third parties, for three to five-year periods, in which Jiarun is required to make monthly or quarterly payments toward the leases. The Company was also required to pay deposits up front, which deposits will later be offset against the last quarterly payment. The medical equipment and elevator will be transferred to Jiarun upon the completion of the agreement. 

 

On March 25, 2019 Jiarun entered into a sale and leaseback agreement for the sale-leaseback of properties from Haitong Hengxin International Leasing Company Limited, with a collective net value of $2,963,067.

 

Operating lease 

 

In August 2017 JHCC leased office space under non-cancellable operating lease agreements. Under terms of the lease agreement, from August 2017, JHCC is committed to make lease payments of approximately $36,881 per year for 5 years. This office is used for outpatient services by 2nd Branch Hospital.

 

In December 2017 JHCC leased office space under non-cancellable operating lease agreements. Under terms of the lease agreement, from December 2017, JHCC is committed to make lease payments of approximately $68,128 per year for 5 years. This office is used by 1st Branch Company.

 

The Company’s adoption of the new lease standard included new processes and controls regarding asset financing transactions, financial reporting and a system-related implementation required for the new lease standard. The Company’s accounting for finance leases (formerly referred to as capital leases prior to the adoption of the new lease standard) remained substantially unchanged. The impact of the adoption of the new lease standard included the recognition of right-of-use (“ROU”) assets and lease liabilities. The adoption of the new lease standard resulted in additional net lease assets and net lease liabilities of approximately $17.5 million and $17.3 million, respectively, as of June 30, 2019.

 

F-14

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 8. Right-of-Use Assets and Lease Liabilities (Continued)

 

As of June 30, 2019, the Company has the following amounts recorded on the Company’s unaudited condensed consolidated balance sheet:

 

   June 30,
2019
 
Assets     
Operating lease assets  $388,645 
Finance lease assets   17,068,227 
Total  $17,456,872 
Liabilities     
Current     
Operating lease liabilities   107,190 
Finance lease liabilities   2,747,424 
Long-term     
Operating lease liabilities   281,455 
Finance lease liabilities   14,185,661 
Total  $17,321,730 

 

The future minimum lease payments for annual capital lease obligation as of June 30, 2019 are as follows:

 

Year  Amounts 
2019  $1,678,359 
2020   2,276,516 
2021   1,484,796 
Thereafter   11,493,414 
Total  $16,933,085 

 

The Company recorded finance interest lease fees of $319,073 and $312,321 for the three months ended June 30, 2019 and 2018, and recorded finance interest lease fees of $580,994 and $634,805 for the six months ended June 30, 2019 and 2018, respectively.

 

Future annual minimum lease payments, for non-cancellable operating leases are as follows:

 

Year ending December 31  Amount $ 
2019   52,005 
2020   113,076 
2021   123,858 
2022   99,706 
    388,645 

 

The company has recorded operating lease expense of $28,589 and $26,654 for three months ended June 30, 2019 and 2018, and recorded operating lease expense of $56,752 and $53,391 for six months ended June 30, 2019 and 2018 respectively

 

At June 30, 2019 right-of-use assets, consist of:

 

  

June 30, 2019 

(Unaudited)

 
   Operating lease   Finance lease   Total 
Lease assets  $439,075   $17,606,451   $18,045,526 
Accumulated amortization   (50,430)   (538,224)   (588,654)
Total right-of-use assets, net  $388,645   $17,068,227   $17,456,872 

 

F-15

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 8. Right-of-Use Assets and Lease Liabilities (Continued)

 

The Company recorded finance lease amortization expense of $538,224 and $nil in depreciation and amortization for the six months ended June 30, 2019 and 2018, respectively. For the six months ended June 30, 2019, the amount of depreciation and amortization was $1,092,579, also included general property and equipment depreciation of $554,355.

 

The Company recorded operating lease expense of $56,752 and $nil for the six months ended June 30, 2019 and 2018, including operating lease amortization expense of $50,430 and $nil for the six months ended June 30, 2019 and 2018, respectively.

 

NOTE 9. Derivative Financial Instruments

 

Derivative Financial Instruments

 

The Company adopted the provisions of ASC subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

Debt derivatives – In May 2019, the Company issued a convertible promissory note to Labrys Fund, LP. The Note is convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives relating to certain anti-dilutive (reset) provisions in the note. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and record the change in fair value as of each subsequent reporting date.

 

At December 31, 2018, the Company had no debt derivatives. At June 30, 2019, the Company marked to market the fair value of the debt derivatives and determined a fair value of $557,189. The Company recorded a loss from change in fair value of debt derivatives of $275,189 for the six months ended June 30, 2019. The fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 48%, (3) weighted average risk-free interest rate of 2.02% (4) expected life of 0.42 year, and (5) the quoted market price of the Company’s common stock at each valuation date.

 

Warrant liabilities – The Company issued a common stock purchase warrant (the “warrant”) to purchase 28,200 shares of the registrant’s common stock to warrants Labrys Fund, LP. These warrants contain certain reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date (issuance date) and to fair value as of each subsequent reporting date.

 

At June 30, 2019, the Company marked to market the fair value of the warrant liability and determined a fair value of $76,645. The Company recorded a loss from change in fair value of warrant liability of $76,645 for the six months ended June 30, 2019. The fair value of the warrant liability was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 50.08%, (3) weighted average risk-free interest rate of 1.737% (4) expected life of 4.92 years, and (5) the quoted market price of the Company’s common stock at each valuation date.

 

F-16

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 10. Non-controlling Interests

 

Jiarun is the Company’s majority-owned subsidiary which is consolidated in the Company’s financial statements with a non-controlling interest recognized. The Company holds a 70% equity interest in Jiarun as of June 30, 2019 and December 31, 2018.

 

As of June 30, 2019 and December 31, 2018, NCI on the consolidated balance sheet was $8,629,237 and $7,895,376, respectively, representing the 30% of Jiarun that is owned by Junsheng Zhang.

 

For the three months ended June 30, 2019, the comprehensive income attributable to shareholders’ equity and NCI is $274,282 and $274,291 respectively. For the six months ended June 30, 2019, the comprehensive income attributable to shareholders’ equity and NCI is $1,297,027 and $733,861, respectively.

 

For the three months ended June 30, 2018, the comprehensive income attributable to shareholders’ equity and NCI is $478,191 and $269,753 respectively. For the six months ended June 30, 2018, the comprehensive income attributable to shareholders’ equity and NCI is $2,482,097 and $1,127,474, respectively.

 

NOTE 11. Revenue

 

The Company’s revenue consists of pharmaceuticals sales and patient care revenue.

 

   Three Months Ended
June 30,
 
   2019   2018 
   (Unaudited)   (Unaudited) 
Pharmaceuticals:        
Western pharmaceuticals  $2,028,354   $2,143,379 
Chinese medicine   328,280    425,793 
Herbal medicine   231,708    211,284 
Total pharmaceuticals  $2,588,342   $2,780,456 
           
Patient services:          
Medical consulting  $2,430,745   $2,011,281 
Medical treatment   2,280,302    2,234,658 
Others   272,281    (1,825)
Total patient services  $4,983,328   $4,244,114 
           
   $7,571,670   $7,024,570 

 

   Six Months Ended
June 30,
 
   2019   2018 
   (Unaudited)   (Unaudited) 
Pharmaceuticals:        
Western pharmaceuticals  $4,239,284   $4,302,818 
Chinese medicine   692,990    859,010 
Herbal medicine   470,616    326,674 
Total pharmaceuticals  $5,402,890   $5,488,502 
           
Patient services:          
Medical consulting  $4,464,609   $4,102,746 
Medical treatment   4,862,731    4,216,113 
Others   413,543    17,286 
Total patient services  $9,740,883   $8,336,145 
           
   $15,143,773   $13,824,647 

 

F-17

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 12. Income Tax Expense

 

The Company uses the asset-liability method of accounting for income taxes prescribed by ASC 740 Income Taxes. The Company and its subsidiaries each file their taxes individually.

 

United States

 

JRSS is subject to the United States of America tax at a tax rate of 21%. No provision for the US federal income taxes has been made as the Company had no US taxable income for the periods presented, and its earnings are planned to be reinvested indefinitely into the operations of the Company in the PRC.

 

BVI

 

JHCL was incorporated in the BVI and, under the current laws of the BVI, it is not subject to income tax.

 

Hong Kong

 

Runteng was incorporated in Hong Kong and is subject to Hong Kong profits tax. Runteng is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong Kong. The applicable statutory tax rate is 16.5%.

 

PRC

 

Corporate Income Tax (CIT) is determined under the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC. Income tax is payable by enterprises at a rate of 25% of their taxable income.

 

According to the PRC “Notice on Preferential Corporate Income Tax (CIT) Treatment for Eligible Equipment or Machinery (Cai Shui [2018] No. 54)”, a 100% immediate tax deduction for CIT purposes is allowed on the condition that the unit price of each item of equipment or machinery is individually less than RMB5 million. Depreciation for tax purposes is not required. Basis differences between tax and GAAP for depreciation of property and equipment exist because in 2019 the Company purchased Eligible Equipment for RMB 12.87 million, with $415,834 deferred income tax, creating differences between tax and GAAP.

 

F-18

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 13. Related Party Transactions

 

The following is the list of the related parties with which the Group has had transactions:

 

(a) Junsheng Zhang, the Chairman of the Company 

(b) Harbin Baiyi Real Estate Development Co., Ltd., owned by Junsheng Zhang 

(c) Harbin Jiarun Pharmacy Co., Ltd., owned by Junsheng Zhang 

(d) Heilongjiang Province Runjia Medical Equipment Company Limited, owned by Junsheng Zhang 

(e) Jiarun Super Market Co., Ltd., owned by Junsheng Zhang 

(f) Harbin Qi-run Pharmacy Limited, owned by Junsheng Zhang 

(g) Yanhua Xing and Weiguang Song, the former shareholders of JHCL

 

Amount due from related parties

 

Amount due from related parties consisted of the following as of the periods indicated: 

 

Name of related parties  June 30,
2019
   December 31,
2018
 
   (Unaudited)     
Harbin Baiyi Real Estate Development Co., Ltd  $            -   $99,811 
Junsheng Zhang   -    46,500 
Yanhua Xing   -    2,450 
Weiguang Song   -    1,050 
   $-   $149,811 

 

Amount due from Junsheng Zhang, Yanhua Xing and Weiguang Song, who are the prior shareholders of JHCL, was mainly for the paid-in capital to be paid.

 

Amount due to related parties

 

Amount due to related parties consisted of the following as of the periods indicated: 

 

   June 30,   December 31, 
Name of related parties  2019   2018 
   (Unaudited)     
Harbin Jiarun Pharmacy Co., Ltd  $11,114   $1,211 
Heilongjiang Province Runjia Medical Equipment Co., Ltd   6,773    1,614 
Jiarun Super Market Co., Ltd.   39,570    39,042 
Harbin Qi-run Pharmacy Co., Ltd   16,856    17,280 
Junsheng Zhang   364,134    50,000 
   $438,447   $109,147 

 

Amount due to Harbin Jiarun Pharmacy Co., Ltd., Harbin Qi-run pharmacy Co., Ltd and Heilongjiang Province Runjia Medical Equipment Company Limited were mainly for the balance for purchase of pharmaceuticals and medical material from these four companies.

 

Amounts due to Junsheng Zhang represented the balance paid by Mr. Zhang for the daily operation of the Company.

 

F-19

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 13. Related Party Transactions (Continued)

 

Related parties’ transactions

 

Purchase of pharmaceuticals and medical material from related parties consisted of the following for the periods indicated:

 

   For six months ended June 30, 
Name of related parties  2019   2018 
Harbin Jiarun Pharmacy Co., Ltd  $55,337   $125,824 
Heilongjiang Province Runjia Medical Equipment Co., Ltd   7,577    6,197 
Harbin Qi-run pharmacy Co., Ltd   -    13,326 
   $62,914   $145,347 

 

Deposits for capital leases and Capital lease obligations

 

On June 5, 2013, Jiarun entered into a Lease Agreement to lease a new hospital building from Harbin Baiyi Real Estate Development Co., Ltd, which is owned by Junsheng Zhang, a related party. As of June 30, 2019, the Company has balance of deposits for capital leases and capital lease obligations of $436,961 and $12,170,609 respectively. As of December 31, 2018, the Company has balance of deposits for capital leases and capital lease obligations of $477,656 and $14,271,606 respectively.

 

NOTE 14.  Basic and Diluted Earnings Per Share

 

Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares comprise shares issuable upon the exercise of share-based awards, using the treasury stock method. The reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for income from continuing operations is shown as follows: 

 

  

Six Months Ended

June 30,

 
   2019   2018 
   (Unaudited)   (Unaudited) 
Numerator:        
Net income available to common stockholders  $1,323,330   $2,849,368 
Denominator:          
Basic weighted-average number of shares outstanding   15,530,972    14,921,354 
Diluted weighted-average number of shares outstanding   15,535,829    14,921,354 
Net income per share:          
Basic  $0.0852   $0.1910 
Diluted   0.0852    0.1910 

 

F-20

 

 

JRSIS HEALTH CARE CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(AMOUNTS IN USD)

 

NOTE 15. Contingencies and Commitment

 

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. There was no contingency as of June 30, 2019 and December 31, 2018.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. There was no contingency as of June 30, 2019 and December 31, 2018.

 

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

 

NOTE 16. Subsequent Events

 

On July 28, 2019, Jiarun’s beauty center started to operate. The Management of the Company determined that there were no other reportable subsequent events to be disclosed.

 

F-21

 

 

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

 

Cautionary Statement Regarding Forward Looking Statements

 

The discussion contained in this Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases like “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “target,” “expects,” “management believes,” “we believe,” “we intend,” “we may,” “we will,” “we should,” “we seek,” “we plan,” the negative of those terms, and similar words or phrases.    We base these forward-looking statements on our expectations, assumptions, estimates and projections about our business and the industry in which we operate as of the date of this Form 10-Q. These forward-looking statements are subject to a number of risks and uncertainties that cannot be predicted, quantified or controlled and that could cause actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The “Risk Factors” section in our Annual Report on Form 10-K describes factors, among others, that could contribute to or cause these differences. Actual results may vary materially from those anticipated, estimated, projected or expected should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect. Because the factors discussed in the Risk Factors section of our Form 10-K could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement made by us or on our behalf, you should not place undue reliance on any such forward-looking statement. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Form 10-Q.

 

The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, bad debts, impairment, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates.

 

Overview

 

Harbin Jiarun Hospital Company Limited (“Jiarun”) was established in Harbin in the Province of Heilongjiang of the People’s Republic of China (“PRC”) by the owner Junsheng Zhang on February 17, 2006.

 

Harbin Jiarun Hospital Co., Ltd Nanjing Road Branch (“NRB Hospital”) was established in Harbin in the Province of Heilongjiang of the People’s Republic of China (“PRC”) by Jiarun on October 30, 2017.

 

Harbin Jiarun Hospital Co., Ltd 2nd Branch (“2nd Branch Hospital”) was established in Harbin in the Province of Heilongjiang of the People’s Republic of China (“PRC”) by Jiarun on November 2, 2017.

 

Jiarun is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin. Jiarun specializes in the areas of Pediatrics, Dermatology, ENT, Traditional Chinese Pharmaceuticals (TCM), Ophthalmology, Internal Pharmaceuticals Dentistry, General Surgery, Rehabilitation Science, Gynecology and General Medical Services.

 

On November 20, 2013, Junsheng Zhang, the senior officer of Jiarun Hospital, established JRSIS Health Care Corporation, a Florida corporation (“JHCC” or the “Company”). On February 25, 2013, the officer of Jiarun Hospital established JRSIS Health Care Limited (“JHCL”), a wholly owned subsidiary of the Company, and on September 17, 2012, the officer of Jiarun Hospital established Runteng Medical Group Co., Ltd (“Runteng”), a wholly owned subsidiary of JHCL. Runteng, a Hong Kong registered Investment Company, holds a 70% ownership interest in Harbin Jiarun Hospital Company Ltd, a Heilongjiang registered company.

 

On December 20, 2013, the Company acquired 100% of the issued and outstanding capital stock of JRSIS Health Care Limited, a privately held Limited Liability Company registered in the British Virgin Islands, for 12,000,000 shares of our common stock. JHCL, through its wholly owned subsidiary, Runteng Medical Group Co., Ltd, holds majority ownership in Jiarun, a company duly incorporated, organized and validly existing under the laws of China. As the parent company, JHCC relies on Jiarun to conduct 100% of our businesses and operations.

 

2

 

 

We have two sources of patient revenues: in-patient service revenues and out-patient service revenues. In addition to provide services to our patients, we also sell pharmaceuticals to our patients. Revenues from such sales are included in either our in-patient service revenues or our out-patient service revenues. Our revenues come from individuals as well as third-party payers, including PRC government programs and insurance providers, under which the hospital is paid based upon local government established charges. Revenue from the sale of pharmaceuticals is recognized when it is both earned and realized. The Company’s policy is to recognize the sale of pharmaceuticals when the title to the pharmaceuticals, ownership and risk of loss have transferred to the purchasers, and collection of the sales proceeds is reasonably assured, all of which generally occur when the patient receives the pharmaceuticals. Patient service revenue is recognized when it is both earned and realized. The Company’s policy is to recognize patient service revenue when the medical service has been provided to the patient and collection of the revenue is reasonably assured. 

  

Critical Accounting Policies and Management Estimates

 

In preparing our financial statements we are required to formulate accounting policies regarding valuation of our assets and liabilities and to develop estimates of those values. In our preparation of the financial statements for the quarter ended June 30, 2019, there were two estimates made which were (a) subject to a high degree of uncertainty and (b) material to our results, as follows:

 

  The determination, as set forth in Note 3 to our Financial Statements, that the $8,334,446 in accounts receivable as of June 30, 2019 warranted an allowance for doubtful accounts of only $24,397, despite representing over 29% of our annual revenue for 2018. Our determination was based on our review of the likelihood of recovery as well as the fact that we incurred no bad debts in either 2018 or 2017.

 

  The determination to record depreciation of our property and equipment over an average useful life of approximately twenty years. The determination was based primarily on our expectation that the useful life of our hospital facilities would exceed thirty years, based on the experience of comparable facilities in our location.

 

Results of Operations for Three Months Ended June 30, 2019 and 2018 

 

The following table shows key components of the results of operations during three months ended June 30, 2019 and 2018: 

 

   Three Months Ended 
June 30,
   Change 
   2019   2018   $   % 
                 
Revenue:                
Pharmaceuticals  $2,588,342   $2,780,456   $(192,114)   (7)%
Patient services   4,983,328    4,244,114    739,214    17%
Total revenue   7,571,670    7,024,570    547,100    8%
Operating costs and expenses:                    
Cost of pharmaceuticals sold   1,954,968    1,929,477    25,491    1%
Medical consumables   995,947    959,763    36,184    4%
Salaries and benefits   1,567,344    1,075,962    491,382    46%
Office supplies   290,705    168,869    121,836    72%
Vehicle expenses   76,142    35,223    40,919    116%
Utilities expenses   101,334    82,851    18,483    22%
Rentals and leases   28,589    26,654    1,935    7%
Advertising and promotion expenses   1,105    15,677    (14,572)   (93)%
Interest expense, net   311,493    279,292    32,201    12%
Loss of fair value of convertible notes   

275,189

    -    275,189    n/a%
Warrant expense   

76,645

    -    

76,645

   n/a%
Professional fee   63,627    -    63,627    n/a%
Depreciation   554,355    400,331    154,024    38%
Total operating costs and expenses   6,297,443    4,974,099    1,323,344    27%
Earnings from operations before other income and income taxes   1,274,227    2,050,471    (776,244)   (38)%
Other income   (3,753)   (4,431)   678    (15)%
Earnings from operations before income taxes   1,270,474    2,046,040    (775,566)   (38)%
Income tax   160,042    4,055    155,987    3847%
Net income   1,110,432    2,041,985    (931,553)   (46)%
Less: net income attributable to non-controlling interests   455,690    612,596    (156,906)   (26)%
Net income attributable to the Company  $654,742   $1,429,389   $(774,647)   (54)%
Comprehensive income:                    
Foreign currency translation adjustment attributable to non-controlling interests   (181,399)   (342,843)   161,444    (47)%
Foreign currency translation adjustment attributable to the Company   (380,460)   (951,198)   570,738    (60)%
Comprehensive income  $548,573   $747,944   $199,371    (27)%

 

3

 

 

Results of Operations for the six months Ended June 30, 2019 and 2018

 

The following table shows key components of the results of operations during six months ended June 30, 2019 and 2018: 

 

   Six Months Ended 
June 30,
   Change 
   2019   2018   $   % 
                 
Revenue:                

Pharmaceuticals

  $5,402,890   $5,488,502   $(85,612)   (2)%
Patient services   9,740,883    8,336,145    1,404,738    17%
Total revenue   15,143,773    13,842,647    1,319,126    10%
Operating costs and expenses:                    
Cost of pharmaceuticals sold   4,370,100    3,753,942    616,158    16%
Medical consumables   1,868,539    1,740,035    128,504    7%
Salaries and benefits   3,106,423    2,103,051    1,003,372    48%
Office supplies   680,065    379,369    300,696    79%
Vehicle expenses   158,077    66,232    91,845    139%
Utilities expenses   297,650    261,830    35,820    14%
Rentals and leases   56,752    53,391    3,361    6%
Advertising and promotion expenses   26,465    15,722    10,743    68%
Interest expense, net   537,353    585,296    (47,943)   (8)%

Loss of fair value of convertible notes

   

275,189

    -    

275,189

    n/a%
Warrant expense   76,645    -    76,645    n/a%
Professional fee   104,915    -    104,915    n/a%
Depreciation   1,092,579    782,180    310,399    40%
Total operating costs and expenses   12,650,752    9,741,048    2,909,704    30%
Earnings from operations before other income and income taxes   2,493,021    4,083,599    (1,590,578)   (39)%
Other income (expenses)   (9,368)   (8,437)   (931)   11%
Earnings from operations before income taxes   2,483,653    4,075,162    (1,591,509)   (39)%
Income tax   415,834    4,636    411,198    8870%
Net income   2,067,819    4,070,526    (2,002,707)   (49)%
Less: net income attributable to non-controlling interests   744,489    1,221,158    (476,669)   (39)%
Net income attributable to the Company  $1,323,330   $2,849,368   $(1,526,038)   (54)%
Comprehensive income:                    
Foreign currency translation adjustment attributable to non-controlling interests   (10,628)   (93,684)   83,056    (89)%
Foreign currency translation adjustment attributable to the Company   (26,303)   (367,271)   340,968    (93)%
Comprehensive income  $2,030,888   $3,609,571   $(1,578,683)   (44)%

 

Revenue

 

Operating revenue for three and six months ended June 30, 2019, which resulted primarily from pharmaceuticals (i.e. pharmaceuticals) revenue and patient services revenue, were $7,571,670 and $15,143,773, an increase of 8% as compared with the operating revenue of $7,024,570 for the three months ended June 30, 2018, and an increase of 10% as compared with the operating revenue of $13,842,647 for the six months ended June 30, 2018. The increase was primarily a result of the number of treated inpatients growing by 3% to 10229 inpatients, more than the 9956 inpatients treated in the first half year of 2018.

 

4

 

 

Operating Costs and Expenses

 

Total operating costs and expenses were $6,297,443 and $12,650,752 for the three and six months ended June 30, 2019, an increase of $1,323,344 or 27% as compared to $4,974,099 for the second quarter of 2018, and an increase of $2,909,704 or 30% as compared to $9,741,048 for the first half year of 2018. Since revenue increased by only 10% Semi-annual- to- Semi-annual, the 30% increase in operating costs and expenses caused a substantial reduction in the profitability of the Company’s operations. The primary components of the $2,909,704 increase in costs and expenses during the six months ended June 30, 2019 were:

 

  $616,158 increase in cost of pharmaceuticals. Although sales of pharmaceuticals decreased by 2%, the cost of the pharmaceuticals sold increased by 16%. The increase was attributable to both Western pharmaceuticals and Chinese traditional medicines, and primarily reflects increases in the market price of those pharmaceuticals that we were unable to pass along to patients and their insurers due to government regulation and competitive factors. We cannot predict whether this disparity between costs and revenues will continue in future periods, as it will be determined in large part by government policy.

 

  $1,003,372 increase in salaries and benefits, reflecting a $655,474 increase in salaries and $108,242 increase in social insurance expense. This 48% increase in our labor costs was primarily caused by the initiation of operations at our two new branch hospitals. The increase exceeded the revenue increase attributable to the hospitals, as we incurred labor costs in preparation for full scale operations.

 

  $300,696 increase in office supplies, likewise primarily attributable to the expansion of our operations during 2019.

  

Income Taxes

 

Corporate Income Tax (CIT) is determined under the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC. Income tax is payable by enterprises at a rate of 25% of their taxable income.

 

According to the PRC “Notice on Preferential Corporate Income Tax (CIT) Treatment for Eligible Equipment or Machinery (Cai Shui [2018] No. 54)”, a 100% immediate tax deduction for CIT purposes is allowed on the condition that the unit price of each item of equipment or machinery is individually less than RMB5 million. Depreciation for tax purposes is not required. Basis differences between tax and GAAP for depreciation of property and equipment exist because in 2019 the Company purchased Eligible Equipment for RMB 12.87 million, with $415,834 deferred income tax, creating differences between tax and GAAP.

 

Income from operations and net income

 

Income from Operations was $2,493,021 for the six months ended June 30, 2019, as compared with operating income of $4,083,599 for the six months ended June 30, 2018. After deducting other income and expenses as well as the provision for income tax, the Company’s net income for the six months ended June 30, 2019 was $2,067,819 representing a decrease of $2,002,707 or 49%, over $4,070,526 for the six months ended June 30, 2018. The decrease of income from operations and net income for the six months ended June 30, 2019 were primarily due to aforementioned changes in operating revenue and expenses.

 

Our net income was produced by Jiarun. Because we own only 70% of the equity interest in Jiarun (the other 30% being owned by our Chairman, Junsheng Zhang), we reduced our net income for the six months period ended June 30, 2019 and 2018 by an allocation to the “non-controlling interests” of $744,489 and $1,221,158, respectively, before recognizing net income attributable to the Company. After those allocations, our net income attributable to the Company for the six months ended June 30, 2019 and 2018 was $1,323,330 ($0.0852 per share) and $2,849,368 ($0.1910 per share), respectively.

 

Foreign Currency Translation Adjustment.

 

Our reporting currency is the U.S. dollar. Our local currency, Renminbi (RMB), is our functional currency. Results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. For the six months ended June 30, 2019 and 2018, foreign currency translation adjustments of $36,931 (of which $10,628 was attributable to the non-controlling interest) and $(460,955) (of which $(93,684) was attributable to the non-controlling interest), respectively, have been reported as other comprehensive income in the consolidated statements of operations and comprehensive income.

 

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Liquidity and Capital Resources

 

As of June 30, 2019, the Company had approximately $553,710 of cash and cash equivalents, an increase of $297,260 from our cash balance at December 31, 2018. The increase was primarily the result of our operating activities providing $6,177,384 of cash during the first half year of 2019.

 

Our working capital at June 30, 2019 was $2,374,272, a decrease of $2,435,013 from our $4,809,285 in working capital at December 31, 2018. The decrease was primarily attributable to net increase in accounts payable incurred in the first half year of 2019.  

 

The primary non-cash component of our working capital at June 30, 2019 was accounts receivable totaling $8,334,446. This balance equaled 29% of our total revenue for 2018, more than our total revenue for the quarter ended June 30, 2019, and represented a 1% increase in accounts receivable from December 31, 2018 to June 30, 2019. Nevertheless, we have carefully examined our accounts receivable and believe that our allowance for doubtful accounts - $24,397 - is appropriate, given our strong relationships with our corporate customers (who are responsible for most of our accounts receivable) and the fact that we have recorded no bad debts in either 2019 or 2018.  

 

Although our current resources and cash flows are adequate to pay our current ongoing obligations, we anticipate that our future liquidity requirements will arise from the need to fund our growth and future capital expenditures. The primary sources of funding for such growth requirements are expected to be additional funds raised from the sale of equity and/or debt financing. However, we can provide no assurances that we will be able to obtain additional financing on terms satisfactory to us. 

  

Cash Flows and Capital Resources 

 

Our cash flows for the first half year of 2019 and 2018 are summarized below:  

 

   Six Months Ended June 30, 
   2019   2018 
Net cash provided by operating activities   6,477,384    2,774,531 
Net cash used in investing activities   (2,758,864)   (2,815,220)
Net cash used in financing activities   (3,419,566)   (664,364)
Effect of exchange rate fluctuation on cash and cash equivalents   (1,694)   124,555 
Net increase in cash and cash equivalents   297,260    (560,498)
Cash and cash equivalents, beginning of period   256,450    884,292 
Cash and cash equivalents, ending of period  $553,710   $323,794 

 

Net Cash Provided by Operating Activities

 

For the six months ended June 30, 2019, we had positive cash flow from operating activities of $6,477,384, an increase of $3,702,583 from $2,774,531 for the six months ended June 30, 2018. Cash flow from operations increased despite the $2,002,707 decrease in net income in the six months ended June 30, 2019 as a result of several factors, including:

 

During the six months ended June 30, 2018 the Company's accounts receivable balance increased by $2,600,389, whereas the accounts receivable balance increased by only $108,366 during the six months ended June 30, 2019;

 

  Depreciation expense in the first half year of 2019, which is a non-cash expense, was $1,092,579, an increase of $310,399 compare to the first half year of 2018;
     
  The Company reduced its inventory balance by $276,410 during the first half year of 2019, whereas it purchased additional inventory during the first half year of 2018.

 

  The Company increased its accounts payable balance by $1,371,049 during the first half year of 2019, while also inclusive an increasing its accrued expenses balance by $559,060; during the six months ended June 30, 2018 accounts payable increased by only $837,887 and accrued expenses decreased by $496,907.

 

Several of these items represent benefits from prepayments made in earlier periods or deferral to the future of expenses incurred during the first half year of 2019, which indicates that the Company’s ability to generate cash during the first half year of 2019 despite the reduction in its profitability may not be replicable.

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities for the six months ended June 30, 2019 was $2,758,864, compared to net cash used in investing activities of $2,815,220 for the six months ended June 30, 2018. The cash used in investing activities for the six months ended June 30, 2019  and the six months ended June 30, 2018 was mainly used for the purchase of medical equipment and an outpatient building.

 

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Net Cash Provided by Financing Activities

 

Net cash used in financing activities for the six months ended June 30, 2019 was $3,419,566, as compared to net cash used in financing activities of $644,364 for the six months ended June 30, 2018. The cash used in financing activities for the six months ended June 30, 2019 was mainly due to payment for finance lease of $6,870,433. This was partially offset by proceeds from finance lease of $2,931,514 because, on March 25, 2019 Jiarun entered into a sale and leaseback agreement for the sale-leaseback of properties from Haitong Hengxin International Leasing Company Limited, with a collective net value of $2,963,067.

 

Trends, Events and Uncertainties

 

The China Ministry of Health, as well as other related agencies, may change the prices we can charge for medical services, drugs and medications. We cannot predict the impact of these proposed changes since the changes are not fully defined and we do not know whether such changes will ever be implemented or when they may take effect.

 

We plan to acquire other hospitals and companies involved in the healthcare industry in the PRC using cash and shares of our common stock. Substantial capital may be needed for these acquisitions and we may need to raise additional funds through the sale of our common stock, debt financing or other arrangements. We do not have any commitments or arrangements from any person to provide us with any additional capital. Additional capital may not be available to us, or if available, on acceptable terms, in which case we would not be able to acquire other hospitals or businesses in the healthcare industry.

 

Other than the factors listed above we do not know of any trends, events or uncertainties that have had or are reasonably expected to have a material impact on our net sales or revenues or income from continuing operations. Our business is not seasonal in nature.

  

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet items reasonably likely to have a material effect on our financial condition.

 

Recent Accounting Pronouncements

 

Recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not, or are not believed by management to, have a material effect on the Company’s present or future consolidated financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluations of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of June 30, 2019. Based on this evaluation, we concluded that our disclosure controls and procedures are effective in timely alerting us to material information required to be included in our periodic reports.

 

Changes in Internal Control over Financial Reporting

 

During the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

The Company has no knowledge of existing or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A. RISK FACTORS

 

There have been no material changes from the risk factors included in the Annual Report on Form 10-K for the year ended December 31, 2018.

 

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

 

(a) Unregistered sales of equity securities

 

The Company did not effect any sales of unregistered securities during the second quarter of fiscal 2019.

 

(b) Purchases of equity securities

 

The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the second quarter of 2019.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM 5 OTHER INFORMATION

 

None,

 

ITEM 6. EXHIBITS

 

INDEX TO EXHIBITS

 

Exhibit   Description
31.1   Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

JRSIS HEALTH CARE CORPORATION. (Registrant)

 

Signature   Title   Date
         
/s/ Lihua. Sun   Chief Executive Officer   September 20, 2019
Lihua. Sun   (Principal Executive Officer)    
         
/s/ Xuewei. Zhang   Chief Financial Officer   September 20, 2019
Xuewei. Zhang   (Principal Financial and Accounting Officer)    

 

 

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