UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10−Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_______ to ________
Commission File Number: 001-34864
CHINA HGS REAL ESTATE, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Florida | 33-0961490 | |
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification Number) |
6 Xinghan Road, 19th Floor, Hanzhong City
Shaanxi Province, PRC 723000
(Address of Principal Executive Offices, Zip Code)
+(86) 091 - 62622612
(Registrant’s Telephone Number, including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 x | Smaller reporting company x | |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of each of the issuer’s classes of common equity, as of August 14, 2020 is as follows:
| Class of Securities | Shares Outstanding | |||
| Common Stock, $0.001 par value | 45,050,000 | |||
TABLE OF CONTENTS
[PAGE NUMBERS NEED TO BE UPDATED UPON COMPLETION]
ITEM 1. INTERIM FINANCIAL STATEMENTS
CHINA HGS REAL ESTATE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, | September 30, | |||||||
| 2020 | 2019 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 516,272 | $ | 263,139 | ||||
| Restricted cash | 3,277,401 | 3,938,978 | ||||||
| Contract assets | 267,875 | 12,668,925 | ||||||
| Real estate property development completed | 12,186,696 | 100,817,944 | ||||||
| Other current assets | 3,221,166 | 2,031,937 | ||||||
| Total current assets | 19,469,410 | 119,720,923 | ||||||
| Property, plant and equipment, net | 565,049 | 614,008 | ||||||
| Real estate property development completed, net of current portion | 95,754,116 | 1,115,086 | ||||||
| Security deposits | 3,323,619 | 7,972,117 | ||||||
| Real estate property under development | 222,643,172 | 215,745,225 | ||||||
| Deferred tax assets | 265,238 | - | ||||||
| Due from local government for real estate property development completed | 2,757,723 | 2,725,854 | ||||||
| Total Assets | $ | 344,778,327 | $ | 347,893,213 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Construction loans | $ | 88,507,594 | $ | 77,332,569 | ||||
| Accounts payables | 27,034,139 | 27,368,510 | ||||||
| Other payables | 5,501,340 | 5,289,176 | ||||||
| Construction deposits | 1,835,018 | 1,814,232 | ||||||
| Contract liabilities | 1,790,712 | 1,907,828 | ||||||
| Customer deposits | 18,276,196 | 16,139,572 | ||||||
| Shareholder loans | 2,132,845 | 2,129,114 | ||||||
| Accrued expenses | 2,991,946 | 3,585,644 | ||||||
| Taxes payable | 12,172,114 | 13,882,875 | ||||||
| Total current liabilities | 160,241,904 | 149,449,520 | ||||||
| Tax payable - long term | 8,100,554 | 8,006,943 | ||||||
| Customer deposits, net of current portion | 886,045 | 1,043,692 | ||||||
| Construction loans, less current portion | 17,142,861 | 29,464,867 | ||||||
| Construction deposits, net of current portion | 1,242,398 | 1,228,041 | ||||||
| Total liabilities | 187,613,762 | 189,193,063 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders' equity | ||||||||
| Common stock, $0.001 par value, 100,000,000 shares authorized, 45,050,000 shares issued and outstanding as of June 30,2020 and September 30, 2019 | 45,050 | 45,050 | ||||||
| Additional paid-in capital | 129,907,805 | 129,907,805 | ||||||
| Statutory surplus | 10,360,251 | 10,360,251 | ||||||
| Retained earnings | 30,614,192 | 34,070,767 | ||||||
| Accumulated other comprehensive loss | (13,762,733 | ) | (15,683,723 | ) | ||||
| Total stockholders' equity | 157,164,565 | 158,700,150 | ||||||
| Total Liabilities and Stockholders' Equity | $ | 344,778,327 | $ | 347,893,213 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 1 |
CHINA HGS REAL ESTATE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Real estate sales | $ | 3,046,430 | $ | 8,156,204 | $ | 7,240,503 | 25,260,556 | |||||||||
| Less: Sales tax | (29,222 | ) | (283,809 | ) | (95,503 | ) | (788,766 | ) | ||||||||
| Impairment losses on real estate property development completed | (2,703,031 | ) | - | (2,703,031 | ) | - | ||||||||||
| Cost of real estate sales | (1,728,217 | ) | (7,091,672 | ) | (4,900,210 | ) | (20,571,449 | ) | ||||||||
| Gross (loss) profit | (1,414,040 | ) | 780,723 | (458,241 | ) | 3,900,341 | ||||||||||
| Operating expenses | ||||||||||||||||
| Selling and distribution expenses | 77,404 | 85,863 | 477,962 | 360,763 | ||||||||||||
| General and administrative expenses | 973,318 | 467,159 | 2,381,572 | 1,721,778 | ||||||||||||
| Total operating expenses | 1,050,722 | 553,022 | 2,859,534 | 2,082,541 | ||||||||||||
| Operating (loss) income | (2,464,762 | ) | 227,701 | (3,317,775 | ) | 1,817,800 | ||||||||||
| Interest expense, net | (16,171 | ) | (11,307 | ) | (49,010 | ) | (152,149 | ) | ||||||||
| Other expense | (58,380 | ) | (9,982 | ) | (155,109 | ) | (312,145 | ) | ||||||||
| (Loss) income before income taxes | (2,539,313 | ) | 206,412 | (3,521,894 | ) | 1,353,506 | ||||||||||
| Provision (benefit) for income taxes | 35,860 | 53,243 | (65,319 | ) | 374,582 | |||||||||||
| Net (loss) income | (2,575,173 | ) | 153,169 | (3,456,575 | ) | 978,924 | ||||||||||
| Other Comprehensive income (loss) | ||||||||||||||||
| Foreign currency translation adjustment | 363,273 | (3,837,762 | ) | 1,920,990 | 66,953 | |||||||||||
| Comprehensive (loss) income | $ | (2,211,900 | ) | $ | (3,684,593 | ) | $ | (1,535,585 | ) | 1,045,877 | ||||||
| Basic and diluted (loss) income per common share | ||||||||||||||||
| Basic and diluted | $ | (0.06 | ) | $ | 0.01 | $ | (0.08 | ) | 0.02 | |||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic and diluted | 45,050,000 | 45,050,000 | 45,050,000 | 45,050,000 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
CHINA HGS REAL ESTATE INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
| Common Stock | Additional | Statutory | Retained | Accumulated Comprehensive | ||||||||||||||||||||||||
| Shares | Amount | Paid-in Capital | Surplus | Earnings | loss | Total | ||||||||||||||||||||||
| Balance at September 30, 2018 | 45,050,000 | $ | 45,050 | $ | 129,907,805 | $ | 9,925,794 | $ | 30,803,052 | $ | (9,003,865 | ) | $ | 161,677,836 | ||||||||||||||
| Net income for the period | - | - | - | - | 484,210 | - | 484,210 | |||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | (178,758 | ) | (178,758 | ) | |||||||||||||||||||
| Balance at December 31, 2018 | 45,050,000 | $ | 45,050 | $ | 129,907,805 | $ | 9,925,794 | $ | 31,287,262 | $ | (9,182,623 | ) | $ | 161,983,288 | ||||||||||||||
| Net income for the period | - | - | - | - | 341,545 | - | 341,545 | |||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | 4,083,473 | 4,083,473 | |||||||||||||||||||||
| Balance at March 31, 2019 | 45,050,000 | $ | 45,050 | $ | 129,907,805 | $ | 9,925,794 | $ | 31,628,807 | $ | (5,099,150 | ) | $ | 166,408,306 | ||||||||||||||
| Net income for the period | - | - | - | - | 153,169 | - | 153,169 | |||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | (3,837,762 | ) | (3,837,762 | ) | |||||||||||||||||||
| Balance at June 30, 2019 | 45,050,000 | $ | 45,050 | $ | 129,907,805 | $ | 9,925,794 | $ | 31,781,976 | $ | (8,936,912 | ) | $ | 162,723,713 | ||||||||||||||
| Balance at September 30, 2019 | 45,050,000 | $ | 45,050 | $ | 129,907,805 | $ | 10,360,251 | $ | 34,070,767 | $ | (15,683,723 | ) | $ | 158,700150 | ||||||||||||||
| Net loss for the period | - | - | - | - | (257,381 | ) | - | (257,381 | ) | |||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | 4,380,862 | 4,380,862 | |||||||||||||||||||||
| Balance at December 31, 2019 | 45,050,000 | $ | 45,050 | $ | 129,907,805 | $ | 10,360,251 | $ | 33,189,365 | $ | (11,302,861 | ) | $ | 162,823,631 | ||||||||||||||
| Net loss for the period | - | - | - | - | (624,021 | ) | - | (624,021 | ) | |||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | (2,823,145 | ) | (2,823,145 | ) | |||||||||||||||||||
| Balance at March 31,2020 | 45,050,000 | $ | 45,050 | $ | 129,907,805 | $ | 10,360,251 | $ | 33,189,365 | $ | (14,126,006 | ) | $ | 159,376,465 | ||||||||||||||
| Net loss for the period | - | - | - | - | (2,575,173 | ) | - | (2,575,173 | ) | |||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | 363,273 | 363,273 | |||||||||||||||||||||
| Balance at June 30,2020 | 45,050,000 | $ | 45,050 | $ | 129,907,805 | $ | 10,360,251 | $ | 30,614,192 | $ | (13,762,733 | ) | $ | 157,164,565 | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
CHINA HGS REAL ESTATE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended June 30, | ||||||||
| 2020 | 2019 | |||||||
| Cash flows from operating activities | ||||||||
| Net (loss) income | $ | (3,456,575 | ) | $ | 978,924 | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Deferred tax provision (benefit) | (266,319 | ) | 374,582 | |||||
| Depreciation | 56,366 | 60,065 | ||||||
| Impairment losses on real estate property development completed | 2,703,031 | - | ||||||
| Changes in assets and liabilities: | ||||||||
| Contract assets | 12,600,352 | 2,028,876 | ||||||
| Real estate property development completed | (7,549,755 | ) | (57,234,276 | ) | ||||
| Real estate property under development | (4,393,458 | ) | 58,333,457 | |||||
| Other current assets | (1,170,228 | ) | (183,682 | ) | ||||
| Security deposit | 4,761,043 | - | ||||||
| Accounts payables | (657,012 | ) | 11,517,215 | |||||
| Other payables | 150,939 | 584,025 | ||||||
| Contract liabilities | (139,990 | ) | (4,004,221 | ) | ||||
| Customer deposits | 1,785,335 | (1,644,082 | ) | |||||
| Construction deposits | (426 | ) | 8,599 | |||||
| Accrued expenses | (631,420 | ) | (12,911 | ) | ||||
| Taxes payables | (1,979,971 | ) | (1,599,226 | ) | ||||
| Net cash provided by operating activities | 1,811,912 | 9,207,345 | ||||||
| Cash flow from financing activities | ||||||||
| Repayments of construction loans | (2,405,349 | ) | (11,418,405 | ) | ||||
| Net cash used in financing activities | (2,405,349 | ) | (11,418,405 | ) | ||||
| Effect of changes of foreign exchange rate on cash and restricted cash | 184,993 | 15,360 | ||||||
| Net decrease in cash and restricted cash | (408,444 | ) | (2,195,700 | ) | ||||
| Cash and restricted cash , beginning of period | 4,202,117 | 6,775,577 | ||||||
| Cash and restricted cash, end of period | $ | 3,793,673 | $ | 4,579,877 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Interest paid | $ | 5,142,658 | $ | 5,439,715 | ||||
| Income taxes paid | $ | 504,064 | $ | 287,416 | ||||
| Reconciliation to amounts on condensed consolidated balance sheets: | ||||||||
| Cash | $ | 516,272 | $ | 538,666 | ||||
| Restricted Cash | $ | 3,277,401 | $ | 4,041,211 | ||||
| Total cash and restricted cash | $ | 3,793,673 | $ | 4,579,877 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
China HGS Real Estate, Inc. (“China HGS” or the “Company” or “we”, “us”, “our”), through its subsidiaries and variable interest entity (“VIE”), engages in real estate development, and the construction and sales of residential apartments, parking space and commercial properties in Tier 3 and Tier 4 cities and counties in China.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended June 30, 2020 and 2019 are not necessarily indicative of the results that may be expected for the full year. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 filed with the SEC on January 14, 2020.
Going concern
In recent years, the Chinese government has implemented measures to control overheating residential and commercial property prices including but not limited to restriction on home purchase, increase the down-payment requirement against speculative buying, development of low-cost rental housing property to help low-income groups while reducing the demand in the commercial housing market, increase the real estate property tax to discourage speculation, and control of the land supply and slowdown the construction land auction process, etc. In addition, in December 2019, a novel strain of coronavirus (COVID-19) surfaced. COVID-19 has spread rapidly throughout China and worldwide, which has caused significant volatility in the PRC and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the PRC and international economies. To reduce the spread of the COVID-19, the Chinese government has employed measures including city lockdowns, quarantines, travel restrictions, suspension of business activities and school closures. Due to difficulties resulting from the COVID-19 outbreak, including, but not limited to, the temporary closure of the Company’s facilities and operations beginning in early February through early March 2020, limited support from the Company’s employees, delayed access to construction raw material supplies, reduced customer visit to the Company’s sales office, and inability to promote the real estate property sales to customers on a timely basis, our revenue decreased by approximately $18.0 million during nine months ended June 30, 2020 as compared to the same period of 2019 due to decreased sales volume of both residential and commercial properties developed by us, as a result, we reported a net loss of approximately $3.5 million for the nine months ended June 30,2020. In addition, as of June 30 2020, we had an approximately $140.8 million working capital deficit. The deficit increased by $111.1 million as compared to a deficit of $29.7 million as of September 30, 2019. Based on assessment of current economic environment, customer demand and sales trend, and the negative impact from COVID-19 outbreak and spread, we believe that the real estate market downturn will continue to be uncertain in the coming months and we may not be able to liquidate our large balance of completed real estate property within the next 12 months as we originally expected. Therefore, approximately $95.8 million completed real estate property originally recorded under our current assets as of September 30, 2019 has been reclassified as non-current assets as of June 30,2020. In addition, as of June 30, 2020, we had large construction loans payable balance of approximately $88.5 million with maturity less than one year and large accounts payable balance of approximately $27.0 million to be paid to subcontractors within one year. These factors led to our working capital deficit of approximately $140.8 million as of June 30, 2020. The above mentioned facts raised substantial doubt about the Company's ability to continue as a going concern for the next 12 months from the date of this filing.
| 5 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION (continued)
In assessing its liquidity, management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. As of June 30, 2020, our total cash and restricted cash balance decreased to approximately $3.8 million as compared to approximately $4.2 million as of September 30, 2019. With respect to capital funding requirements, the Company budgeted our capital spending based on ongoing assessments of needs to maintain adequate cash. As of June 30, 2020, we had approximately $107.9 million completed residential apartments and commercial units available for sale to potential buyers when needed (including approximately $12.1 million current portion and approximately $95.8 million non-current portion of real estate property development completed). For the current portion of $12.1 million completed residential apartments and commercial units, we estimate we will be able to substantially sell them within one year to generate cash to be used in our operations and funding our other real estate projects under development. Although we reported approximately $27.0 million accounts payable as of June 30, 2020, due to the long term relationship with our construction suppliers and subcontractors, we were able to effectively manage cash spending on construction and negotiate with them to adjust the payment schedule based on our cash on hand. In addition, most of our existing real estate development projects related to old town renovation which are supported by local government. As of June 30, 2020, we reported approximately $88.5 million short-term construction loans and approximately $17.1 million long-term construction loans borrowed from financial institutions controlled by local government and such loans can only be used on old town renovation related project development. We expect that we will be able to renew all of the existing construction loans upon their maturity and borrow additional new loans from local financial institutions when necessary, based on our past experience and the Company’s good credit history. Also, the Company’s cash flows from pre-sales and current sales should provide financial support for our current developments and operations. As of June 30, 2020, we had approximately $19.2 million customer deposits (including approximately $18.3 million short-term and approximately $0.9 million non-current customer deposits) representing cash advance from buyers for pre-sales of our residential units and we believe such cash advance can be used to fund our ongoing construction projects whenever necessary. During the nine months ended June 30, 2020, we had five large ongoing construction projects (see Note 3, real estate property under development) which were under preliminary development stage due to delayed inspection and acceptance of the development plans by local government. In June 2020, we completed the residence relocation surrounding Liangzhou Road related projects and expects to construct the Liangzhou Road related projects starting from the fourth quarter of fiscal year 2020. For other four projects, we expect we will be able to obtain government’s approval of the development plans on these projects before the end of fiscal year 2020, and start the pre-sale of the real estate property to generate cash when certain property development milestones have been achieved. For the nine months ended June 30, 2020 and 2019, the Company had positive cash flow from operating activities. In addition, our principal shareholder, Mr. Xiaojun Zhu has been providing and has committed to continue to provide his personal funds to support the Company’s operation whenever necessary.
| 6 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION (continued)
Amid the COVID-19 outbreak and spread, we have resumed our business activities in early March 2020 and we expect the negative impact of the COVID-19 coronavirus outbreak on our business to be temporary and our sales activities have started to run as normal, which will help us to increase our real estate proper sales in the upcoming months. During the period from February to June 2020, in response to COVID-19 outbreak, various level of government bodies have implemented credit release polices to encourage residential real estate property purchase. The real estate market transaction volume is expected to slowly recover during the latter half of 2020.
Due to the effects of the outbreak of COVID-19 discussed above, to the extent that we experience a more adverse operating environment, incur unanticipated capital expenditures, or if we decide to accelerate our growth, then additional financing may be required. Currently, we are working to improve our liquidity and capital sources primarily through financial support from our principal shareholder and debt or equity financing. In order to fully implement our business plan and sustain continued growth, we may also need to raise capital from outside investors. Our expectation, therefore, is that we will seek to access the capital markets in both the U.S. and China to obtain the funds as needed. At the present time, however, we do not have commitments of funds from any third party. No assurance can be given that additional financing, if required, would be available on favorable terms or at all.
Based on above reasons, there is a substantial doubt about the Company's ability to continue as a going concern for the next 12 months from the date of this filing.
Principles of consolidation
The unaudited condensed consolidated financial statements include the financial statements of China HGS Real Estate Inc. (the “Company” or “China HGS”), China HGS Investment Inc. (“HGS Investment”), Shaanxi HGS Management and Consulting Co., Ltd. (“Shaanxi HGS”) and its variable interest entity (“VIE”), Shaanxi Guangsha Investment and Development Group Co., Ltd. (“Guangsha”). All inter-company transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, and disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates are used for, but not limited to, the assumptions and estimates used by management in recognizing development revenue under the percentage of completion method, the selection of the useful lives of property and equipment, impairment provision on real estate property development completed and real estate property under development, provision necessary for contingent liabilities, revenue recognition, taxes and budgeted costs. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent. Actual results could differ from these estimates.
Fair value of financial instruments
The Company follows the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. It clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions or what assumptions the market participants would use in pricing the asset or liability based on the best available information.
The carrying amounts reported in the accompanying condensed consolidated balance sheets for cash, restricted cash and all other current assets, security deposits for land use rights, loans and all current liabilities approximate their fair value based on the short-term maturity of these instruments. The fair value of the long term customer, construction and security deposits approximate their carrying amounts because the deposits are received in cash. It was impractical to estimate the fair value of the amount due from the local government and the long term other loans payable.
| 7 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition
Most of the Company’s revenue is derived from real estate sales of condominiums and commercial property in the PRC. The majority of the Company’s contracts contain a single performance obligations involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset.
Under percentage completion method, revenue and profit from the sales of long term real estate development properties is recognized by the percentage of completion method on the sale of individual units when all the following criteria are met:
| a. | Construction is beyond a preliminary stage. |
| b. | The buyer is committed to the extent of being unable to require a refund except for non-delivery of the unit or interest. |
| c. | Sufficient units have already been sold to assure that the entire property will not revert to rental property. |
| d. | Sales prices are collectible. |
| e. | Aggregate sales proceeds and costs can be reasonably estimated. |
If any of the above criteria is not met, proceeds shall be accounted for as deposits until the criteria are met.
Under the percentage of completion method, revenues from individual real estate condominium units sold under development and related costs are recognized over the course of the construction period, based on the completion progress of a project. The progress towards complete satisfaction of the performance obligation is measured based on the Company’s efforts or inputs to the satisfaction of the performance obligation, by reference to the contract costs incurred up to the end of reporting period as a percentage of total estimated costs for each contract. In relation to any project, revenue is determined by calculating the ratio of incurred costs, including land use rights costs and construction costs, to total estimated costs and applying that ratio to the contracted sales amounts. Cost of sales is recognized by determining the ratio of contracted sales during the period to total estimated sales value, and applying that ratio to the incurred costs. Current period amounts are calculated based on the difference between the life-to-date project totals and the previously recognized amounts.
Any changes in significant judgments and/or estimates used in determining construction and development revenue could significantly change the timing or amount of construction and development revenue recognized. Changes in total estimated project costs or losses, if any, are recognized in the period in which they are determined.
Revenue from the sales of completed real estate condominium units is recognized at the time of the closing of an individual unit sale. This occurs when the customer obtains the physical possession, the legal title, or the significant risks and rewards of ownership of the assets and the Company has present right to payment and the collection of the consideration is probable. For municipal road construction projects, fees are generally recognized at the time of the projects are completed.
Disaggregation of Revenues
Disaggregated revenues was as follows:
| For the three months ended June 30, | ||||||||
| 2020 | 2019 | |||||||
| Revenue recognized for completed condominium real estate projects | $ | 3,046,430 | $ | 149,448 | ||||
| Revenue recognized for condominium real estate projects under development | - | 8,006,756 | ||||||
| Total | $ | 3,046,430 | $ | 8,156,204 | ||||
| 8 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition (continued)
| For the Nine months ended June 30, | ||||||||
| 2020 | 2019 | |||||||
| Revenue recognized for completed condominium real estate projects | $ | 7,240,503 | $ | 1,126,013 | ||||
| Revenue recognized for condominium real estate projects under development | - | 24,134,543 | ||||||
| Total | $ | 7,240,503 | $ | 25,260,556 | ||||
Contract balances
Timing of revenue recognition may differ from the timing of billing and cash receipts from customers. The Company records a contract asset when revenue is recognized prior to invoicing, or a contract liability when cash is received in advance of recognizing revenue. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets include billed and billable receivables, which are the Company’s unconditional rights to consideration other than to the passage of time. Contract liabilities include cash collected in excess of revenues. Customer deposits are excluded from contract liabilities.
The Company has elected to apply the optional practical expedient for costs to obtain a contract which allows the Company to immediately expense sales commissions (included under selling expenses) because the amortization period of the asset that the Company otherwise would have used is one year or less. Contract assets and liabilities are generally classified as current based on our contract operating cycle.
The Company provides “mortgage loan guarantees” only with respect to buyers who make down-payments of 20%-50% of the total purchase price of the property. The period of the mortgage loan guarantee begins on the date the bank approves the buyer’s mortgage and we receive the loan proceeds in our bank account and ends on the date the “Certificate of Ownership” evidencing that title to the property has been transferred to the buyer. The procedures to obtain the Certificate of Ownership take Nine to twelve months (the “Mortgage Loan Guarantee Period”). If, after investigation of the buyer’s income and other relevant factors, the bank decides not to grant the mortgage loan, our mortgage-loan based sales contract terminates and there will be no guarantee obligation. If, during the Mortgage Loan Guarantee Period, the buyer defaults on his or her monthly mortgage payment for three consecutive months, we are required to return the loan proceeds back to the bank, although we have the right to keep the customer's deposit and resell the property to a third party. Once the Certificate of Property has been issued by the relevant government authority, our loan guarantee terminates. If the buyer then defaults on his or her mortgage loan, the bank has the right to take the property back and sell it and use the proceeds to pay off the loan. The Company is not liable for any shortfall that the bank may incur in this event. To date, no buyer has defaulted on his or her mortgage payments during the Mortgage Loan Guarantee Period and the Company has not returned any loan proceeds pursuant to its mortgage loan guarantees.
Foreign currency translation
The Company’s financial information is presented in U.S. dollars. The functional currency of the Company’s operating subsidiaries is Renminbi (“RMB”), the currency of the PRC. The financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830-30 “Translation of Financial Statements”. The financial information is first prepared in RMB and then is translated into U.S. dollars at year-end exchange rates as to assets and liabilities and average exchange rates as to revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income in stockholders’ equity.
| For Nine months ended June 30, | September 30, | |||||||||||
| 2020 | 2019 | 2019 | ||||||||||
| Period end RMB : USD exchange rate | 7.0651 | 6.8650 | 7.1477 | |||||||||
| Period average RMB : USD exchange rate | 7.0364 | 6.8265 | 6.8753 | |||||||||
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.
| 9 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Real estate property development completed and under development
Real estate property consists of finished residential unit sites, commercial offices and residential unit sites under development. The Company leases the land for the residential unit sites under land use right leases with various terms from the PRC government. The cost of land use rights is included in the development cost and allocated to each project. Real estate property development completed and real estate property under development are stated at the lower of cost or fair value.
Expenditures for land development, including cost of land use rights, deed tax, pre-development costs, and engineering costs, exclusive of depreciation, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales area of units to the estimated total sales area of the project (or phase of the project) multiplied by the total cost of the project (or phase of the project).
Cost of amenities transferred to buyers is allocated to specific units as a component of total construction cost. The amenity cost includes landscaping, road paving, etc. Once the projects are completed, the amenities are under control of the property management companies.
Real estate property development completed and real estate property under development are reclassified on the balance sheet into current and non-current portions based on the estimated date of construction completion and sales. The real estate property development completed classification is based on the estimated date that each property is expected to be sold within the Company’s normal operating cycle of the business and the Company’s sales plan. Real estate property development completed is classified as a current asset if the property is expected to be sold within the normal operating cycle of the business. Otherwise, it is classified as a non-current asset. The majority of real estate projects the Company has completed in the past were multi-layer or sub-high-rise real estate projects. The Company considers its normal operating cycle is 12 months.
Real estate property development completed and under development are subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets. The Company reviewed all of its real estate projects for future losses and impairment by comparing the estimated future undiscounted cash flows for each project to the carrying value of such project. The Company continues to assess the impairment provision when triggering events occur. For the three months and nine months ended June 30, 2020, the Company recognized $2,703,031 impairment losses for certain slow moving real estate property development completed. For the three months and nine months ended June 30, 2019, the Company did not recognize any impairment for real estate property under development or completed.
Capitalization of Interest
Interest incurred during and directly related to real estate development projects is capitalized to the related real estate property under development during the active development period, which generally commences when borrowings are used to acquire real estate assets and ends when the properties are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. Interest capitalized to real estate property under development is recorded as a component of cost of real estate sales when related units are sold. All other interest is expensed as incurred. For the three and nine months ended June 30, 2020, the total interest capitalized in the real estate property development was $1,697,227 and $5,157,611, respectively. For the three and nine months ended June 30, 2019, the total interest capitalized in the real estate property development was $ 1,857,424 and $ 5,403,867, respectively
Impairment of long-lived assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally determined by using the asset's expected future discounted cash flows or market value. The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary.
| 10 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income taxes
Deferred tax assets and liabilities are 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.
ASC 740-10-25 prescribes a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There are no material uncertain tax positions as of June 30, 2020 and September 30, 2019
The Company is a corporation organized under the laws of the State of Florida. However, all of the Company’s operations are conducted solely by its subsidiaries in the PRC. No income is earned in the United States and the management does not repatriate any earnings outside the PRC. As a result, the Company did not generate any U.S. taxable income for the three and nine months ended June 30,2020 and 2019.
As of June 30, 2020, the tax years ended September 30, 2010 through September 30, 2019 for the Company’s PRC entities remain open for statutory examination by PRC tax authorities. The parent Company China HGS Real Estate Inc.’s both U.S. federal tax returns and Florida state tax returns are delinquent since 2009 and accordingly all of these tax returns remain open for statutory examination by U.S. federal and state tax authorities.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. Due to the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded accrued amounts in our consolidated financial statements as of June 30,2020 and September 30, 2019, including an approximately $2.3 million provision on the deemed repatriation of undistributed foreign earnings and an additional $0.9 million provision for delinquent U.S. and State tax fillings.
Land appreciation tax (“LAT”)
In accordance with the relevant taxation laws in the PRC, the Company is subject to LAT based on progressive rates ranging from 30% to 60% on the appreciation of land value, which is calculated as the proceeds of sales of properties less deductible expenditures including borrowing costs and all property development expenditures. LAT is exempted if the appreciation values do not exceed certain thresholds specified in the relevant tax laws.
The whole project must be completed before the LAT obligation can be assessed. Accordingly, the Company should record the liability and the total related expense at the completion of a project unless the tax authorities impose an assessment at an earlier date. The methods to implement this tax law vary among different geographic areas. Hanzhong, where the project Mingzhu Garden, Nan Dajie and Central Plaza are located, implements this tax rule by requiring real estate companies prepay the LAT based upon customer deposits received. The tax rate in Hanzhong is 1%. Yang County, where the project Yangzhou Pearl Garden and Yangzhou Palace are located, requires a tax rate of 0.5%.
Comprehensive income (loss)
In accordance with ASC 220-10-55, comprehensive income (loss) is defined as all changes in equity except those resulting from investments by owners and distributions to owners. The Company’s only components of comprehensive income (loss) for the three and nine months ended June 30,2020 and 2019 were net income (loss) and foreign currency translation adjustments.
| 11 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Basic and diluted earnings (loss) per share
The Company computes earnings (loss) per share (“EPS”) in accordance with the ASC 260, “Earnings per share”, which requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There was no anti-dilutive share for the three and nine months ended June 30, 2020 and 2019.
Concentration risk
The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. All of the Company’s cash is maintained with state-owned banks within the People’s Republic of China of which no deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts
The Company is dependent on third-party sub-contractors, manufacturers, and distributors for all construction services and supply of construction materials. For the three and nine months ended June 30, 2020 and 2019, no single supplier accounted for more than 10% of the Company’s total project expenditures.
Recent Accounting Pronouncements
In June 2016, the FASB amended guidance related to the impairment of financial instruments as part of ASU2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2020. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarified that receivables from operating leases are not within the scope of Topic 326 and instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842. On May 15, 2019, the FASB issued ASU 2019-05, 9 which provides transition relief for entities adopting the Board’s credit losses standard, ASU 2016-13. Specifically, ASU 2019-05 amends ASU 2016-13 to allow companies to irrevocably elect, upon adoption of ASU 2016-13, the fair value option for financial instruments that (1) were previously recorded at amortized cost and (2) are within the scope of the credit losses guidance in ASC 326-20, (3) are eligible for the fair value option under ASC 825-10, and (4) are not held-to-maturity debt securities. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim periods therein. An entity may early adopt the ASU in any interim period after its issuance if the entity has adopted ASU 2016-13. For all other entities, the effective date will be the same as the effective date of ASU 2016-13. In January 2020, the FASB issued ASU 2020-2, “Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), February 2020” (“ASU 2020-02”). ASU 2020-02 added and amended SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 119, related to the new credit losses standard, and comments by the SEC staff related to the revised effective date of the new leases standard. This ASU is effective upon issuance. The Company is evaluating the impact this ASU will have on its consolidated financial statements.
| 12 |
In August 2018, the FASB Accounting Standards Board issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for all entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company does not expect this guidance will have a material impact on its consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, which is fiscal 2022 for us, with early adoption permitted. The Company does not expect adoption of the new guidance to have a significant impact on our financial statements.
| 13 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 3. REAL ESTATE PROPERTY DEVELOPMENT COMPLETED AND UNDER DEVELOPMENT
The following summarizes the components of real estate property development completed and under development As of June 30, 2020 and September 30, 2019:
| Balance as of | ||||||||
| June 30, 2020 | September 30, 2019 | |||||||
| Development completed: | ||||||||
| Hanzhong City Mingzhu Garden Phase I | $ | 536,514 | $ | 530,314 | ||||
| Hanzhong City Mingzhu Garden Phase II | 32,039,504 | 24,264,216 | ||||||
| Hanzhong City Nan Dajie (Mingzhu Xinju) | - | 1,157,554 | ||||||
| Hanzhong City Oriental Pearl Garden | 22,381,060 | 19,070,129 | ||||||
| Yang County Yangzhou Pearl Garden Phase I | - | 1,514,241 | ||||||
| Yang County Yangzhou Pearl Garden Phase II | 3,165,446 | 3,054,412 | ||||||
| Yang County Yangzhou Palace | 49,818,287 | 52,342,164 | ||||||
| Real estate property development completed | 107,940,812 | 101,933,030 | ||||||
| Less: Real estate property completed – short-term | 12,186,696 | 100,817,944 | ||||||
| Real estate property completed – long-term | $ | 95,754,116 | $ | 1,115,086 | ||||
| Under development: | ||||||||
| Hanzhong City Shijin Project | 6,855,916 | 6,776,688 | ||||||
| Hanzhong City Liangzhou Road and related projects (a) | 155,193,732 | 146,958,903 | ||||||
| Hanzhong City Hanfeng Beiyuan East (b) | 732,284 | 706,194 | ||||||
| Hanzhong City Beidajie (b) | 55,157,657 | 56,654,212 | ||||||
| Yang County East 2nd Ring Road (c) | 4,703,583 | 4,649,228 | ||||||
| Real estate property under development –long-term | $ | 222,643,172 | $ | 215,745,225 | ||||
| (a) |
In September 2013, the Company entered into an agreement (“Liangzhou Agreement”) with the Hanzhong local government on the Liangzhou Road reformation and expansion project (Liangzhou Road Project”). Pursuant to the agreement, the Company is contracted to reform and expand the Liangzhou Road, a commercial street in downtown Hanzhong City, with a total length of 2,080 meters and width of 30 meters and to resettle the existing residences in the Liangzhou road area. The government’s original road construction budget was approximately $33 million in accordance with the Liangzhou Agreement. The Company, in return, is being compensated by the local government to have an exclusive right on acquiring at least 394.5 Mu land use rights in a specified location of Hanzhong City. The Liangzhou Road Project’s road construction started at the end of 2013. In 2014, the original scope and budget on the Liangzhou road reformation and expansion project was extended, because the local government included more area and resettlement residences into the project, which resulted in additional investments from the Company. In return, the Company is authorized by the local government to develop and manage the commercial and residential properties surrounding the Liangzhou Road project. As of June 30, 2020, the main Liangzhou road construction is substantially completed. The Company also completed the relocation of residence by the end of June 2020 and expects to launch the construction of the Liangzhou Road related projects starting from the fourth quarter of fiscal year 2020. Due to historical delays in government’s approval and acceptance, the Company included such balance in real estate property under development as non-current assets.
The Company’s development cost incurred on Liangzhou Road Project is treated as the Company’s deposit on purchasing the related land use rights, as agreed by the local government. As of June 30,2020, the actual costs incurred by the Company were $155,193,732 (September 30, 2019 - $146,958,903) and the incremental cost related to residence resettlement approved by the local government. The Company determined that the Company’s Investment in Liangzhou Road Project in exchange for interests in future land use rights is a barter transaction with commercial substance. |
| 14 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 3. REAL ESTATE PROPERTY DEVELOPMENT COMPLETED AND UNDER DEVELOPMENT
| (b) | In September 2012, the Company was approved by the Hanzhong local government to construct four municipal roads with a total length of approximately 1,192 meters. The project was deferred and then restarted during the quarter ended June 30, 2014. As of June 30,2020, the local government has not completed the budget for these projects therefore the delivery to these projects for government’s acceptance and related settlement were extended to 2021. Due to historical delays in government’s approval and acceptance, the Company included such balance in real estate property under development as non-current assets. |
| (c) | The Company was engaged by the Yang County local government to construct the East 2nd Ring Road with a total length of 2.15 km. The local government is required to repay the Company’s project investment costs within 3 years with interest at the interest rate based on the commercial borrowing rate with the similar term published by China construction bank (June 30,2020 and 2019 - 4.75%). The local government has approved a refund to the Company by reducing local surcharges or taxes otherwise required in the real estate development. The road construction was substantially completed as of June 30,2020 and in process of government review and approval. Due to historical delays in government’s approval and acceptance, the Company included such balance in real estate property under development as non-current assets. |
For the three months and nine months ended June 30, 2020, the Company recognized $2,703,031 impairment losses for certain slow moving real estate property development completed. For the three months and nine months ended June 30, 2019, the Company did not recognize any impairment for real estate property under development or completed. The Company will continue to assess the impairment provision for the year ended September 30, 2020.
NOTE 4. CONSTRUCTION LOANS
| June 30, 2020 |
September 30, 2019 |
|||||||
| Loan A (i) | $ | 88,845,432 | $ | 90,186,614 | ||||
| Loan B (ii) | 16,805,023 | 16,610,822 | ||||||
| 105,650,455 | 106,797,436 | |||||||
| Less: current maturities of construction loans | 88,507,594 | 77,332,569 | ||||||
| Construction loans – long-term portion | $ | 17,142,861 | $ | 29,464,867 | ||||
| (i) | On June 26, 2015 and March 10, 2016, the Company signed phase I and Phase II agreements with Hanzhong Urban Construction Investment Development Co., Ltd, a state owned Company, to borrow up to approximately $109.7 million (RMB 775,000,000) for a long term loan at 4.75% interest per year to develop Liangzhou Road Project. As of June 30, 2020, the Company borrowed $88,845,432 under this credit line (September 30, 2019- $90,186,614) with final due date in October 2021. The loan is guaranteed by Hanzhong City Hantai District Municipal Government and pledged by the Company’s Yang County Yangzhou Palace project with carrying value of $49,818,287 as of June 30, 2020 (September 30, 2019- $52,342,164). In addition, the Company was required to provide a security deposit for the loan received. As of June 30,2020, the security deposits paid were $2,830,816 (September 30, 2019 - $5,174,014) for loans received. For the three and nine months ended June 30, 2020, interest paid was $1,565,156 and $4,761,043 (2019- $1,692,826 and $4,986,267), respectively, which was capitalized in to the development cost of Liangzhou road project. Due to local government’s delay in reallocation of residence in Liangzhou Road and related area, the Hanzhong Urban Construction Investment Development Co., Ltd has not released all the funds available in this loan to the Company and the Company’s withdraw will be based on the project’s development progress. The total required loan repayment schedule assuming total loan proceeds are borrowed are listed below: |
| For the periods ended: | Repayment in USD | Repayment in RMB | ||||||
| June 30, 2021 | 88,507,594 | 625,315,000 | ||||||
| June 30, 2022 | 337,838 | 4,386,860 | ||||||
| Total | 88,845,432 | 629,701,860 | ||||||
| 15 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4. CONSTRUCTION LOANS (continued)
| (ii) |
In December 2016, the Company signed a loan agreement with Hantai District Urban Construction Investment Development Co., Ltd, a state owned Company, to borrow up to approximately $17 million (RMB 119,000,000) for the development of Hanzhong City Liangzhou Road project. As of June 30, 2020, the balance of loan was $16,805,023 (September 30, 2019 -$16,610,822). The loan carries interest at a fixed interest of 1.2% and is due on June 20, 2031. The Company is required to repay the loan by equal annual principal repayment of approximately $3.4 million from December 2027 through June 2031. The Company pledged the assets of Liangzhou Road related projects with carrying value of $155,193,732 as collateral for the loan. Total interest of $51,502 and $154,463 for the three and nine months ended June 30, 2020 (2019- $53,516 and $158,632) , respectively, were capitalized in to the development cost of Hanzhong City Liangzhou Road project.
Additionally, in September 2017, the Urban Development Center Co., Ltd. approved a construction loan for the Company in the amount of approximately $25 million (RMB 175,000,000) with an annual interest rate of 1.2% per year in connection with the Liangzhou Road and related Project. The Company is required to repay the loan by equal annual principal repayment of approximately $5 million from December 2027 through May 2031. The amount of this loan is available to be drawn down as soon as the land use rights of the Liangzhou Road is approved and the construction starts, which is expected to begin in the 2019. Interest charge for three and nine months ended June 30,2020 was $75,739 and $227,152 (2019- $78,699 and $233,282), respectively, which was included in the construction capitalized costs.
|
| 16 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5. CUSTOMER DEPOSITS
Customer deposits consist of amounts received from customers for the pre-sale of residential units in the PRC. The detail of customer deposits is as follows:
| June 30, 2020 | September 30, 2019 | |||||||
| Customer deposits by real estate projects | ||||||||
| Mingzhu Garden (Mingzhu Nanyuan and Mingzhu Beiyuan) | $ | 7,202,654 | $ | 7,029,356 | ||||
| Oriental Pearl Garden | 4,201,957 | 4,182,454 | ||||||
| Liangzhou road and related projects | 886,045 | 1,043,692 | ||||||
| Yangzhou Pearl Garden | 1,740,371 | 1,163,407 | ||||||
| Yangzhou Palace | 5,131,214 | 3,764,355 | ||||||
| Total | 19,162,241 | 17,183,264 | ||||||
| Less: Customer deposits - short-term | 18,276,196 | 16,139,572 | ||||||
| Customer deposits - long-term | $ | 886,045 | $ | 1,043,692 | ||||
Customer deposits are typically 10% - 20% of the unit price for those customers who purchase properties in cash and 30%-50% of the unit price for those customers who purchase properties with mortgages. Buyers with mortgage loans pay customer deposits. The banks provide the balance of the funding to the Company upon consummation of the sales. The banks hold the properties as collateral for customers’ mortgage loans. If the customers default, the bank will repossess the collateral properties. Except during the Mortgage Loan Guarantee Period of approximately nine to twelve months, the banks have no recourse to the Company for customers’ defaults. As of June 30, 2020 and September 30, 2019, approximately $3.3 million and $3.9 million was guaranteed by the Company, respectively.
NOTE 6. SHAREHOLDER’S LOANS
| As of | ||||||||
| March 31, 2020 | September 30, 2019 | |||||||
| Shareholder loan – USD loan (a) | $ | 1,810,000 | $ | 1,810,000 | ||||
| Shareholder loan – RMB loan (b) | 322,845 | 319,114 | ||||||
| Total | $ | 2,132,845 | $ | 2,129,114 | ||||
| a. | The Company has a one year loan agreement (“USD Loan Agreement”) with our Chairman, CEO and principal shareholder”, pursuant to which the Company borrowed $1,810,000 to make a capital injection into Shaanxi HGS, the Company’s subsidiary. The interest rate for the loan is 4% per annum and the loan matured on July 19, 2014. The Company entered into the amendments to the USD Loan Agreement to extend the term until July 31, 2021. The Company recorded interest of $18,100 and $54,300 for each of the three and nine months ended June 30,2020 and 2019. The Company has not yet paid this interest and it is recorded in accrued expenses in the accompanying condensed consolidated balance sheets as of June 30, 2020 and September 30, 2019, respectively. |
| b. | On December 31, 2013, Shaanxi Guangsha Investment and Development Group Co., Ltd. (the “Guangsha”), the Company's PRC operating subsidiary, entered into a loan agreement with the Chairman (the “Shareholder RMB Loan Agreement”), pursuant to which Guangsha is able to borrow in order to support the Company’s Liang Shan Road construction project development and the Company’s working capital needs. The Loan Agreement has a one-year term, and has been renewed upon maturity to September 25, 2020, with at an interest rate of 4.35% per year. For the three and nine months ended June 30,2020, the interest was $5,085 and $14,952 (2019 -$5,148 and $25,686), respectively, which is capitalized in the development cost of Liangzhou road project. |
| 17 |
CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7. TAXES
(A) Business sales tax and VAT
The Company is subject to a 5% business sales tax on revenue. It is the Company’s continuing practice to recognize the 5% business sales tax based on revenue as a cost of sales as the revenue is recognized. As of June 30,2020, the Company had business sales tax payable of $6,334,324 (September 30, 2019 - $7,819,884), which is expected to be paid when the projects are completed and assessed by the local tax authority. In May of 2016, the Business Tax has been incorporated into Value Added Tax in China, which means there will be no more Business Tax and accordingly some business operations previously taxed in the name of Business Tax will be taxed in the manner of VAT thereafter. The Company is subject to 5% of VAT for its all existing real estate project based on the local tax authority’s practice.
(B) Corporate income taxes (“CIT”)
The Company's PRC subsidiaries and VIE are governed by the Income Tax Law of the People's Republic of China concerning the privately run enterprises, which are generally subject to income tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. However, as approved by the local tax authority of Hanzhong City, the Company's CIT was assessed annually at a pre-determined fixed rate as an incentive to stimulate the local economy and encourage entrepreneurship. The local income tax rate in Hanzhong is 2.5% and in Yang County is 1.25% on revenue for the year ended September 30, 2017. Starting from fiscal 2019, the Company's CIT changed to 25% on taxable income. The change in the income tax policy could negatively affect the Company's net income in future years. Although the possibility exists for reinterpretation of the application of the tax regulations by higher tax authorities in the PRC, potentially overturning the decision made by the local tax authority, the Company has not experienced any reevaluation of the income taxes for prior years. The PRC tax rules are different from the local tax rules and the Company is required to comply with local tax rules. The difference between the two tax rules will not be a liability of the Company. There will be no further tax payments for the difference. As of June 30, 2020 and September 30, 2019, the Company's income tax payable balances were $11,558,454 and $11,720,848, respectively. There was no interest and penalty accrued as of June 30,2020 because the Company has not received any penalty and interest charge notice from local tax authorities. The Company expects to pay off the income tax payable balance when the related real estate projects are completely sold. As of June 30,2020, the deferred tax asset balance amounted to $265,238 related to the loss incurred. As of September 30, 2019, the deferred tax asset balance was Nil.
The following table reconciles the statutory rates to the Company’s effective tax rate for the three and nine months ended June 30,2020 and 2019:
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Chinese statutory tax rate | 25 | % | 25 | % | 25 | % | 25 | % | ||||||||
| Valuation allowance change and other adjustments* | (26.4 | )% | 0.8 | % | (23.1 | )% | 2.7 | % | ||||||||
| Effective tax rate | (1.4 | )% | 25.8 | % | $ | 1.9 | % | 27.7 | % | |||||||
*Valuation allowance change and other adjustments for the three and nine months ended June 30,2020 and 2019 were primarily related to valuation allowance changes on historical losses.
Income tax expense for the three and nine months ended June 30,2020 and 2019 is summarized as follows:
| Three months ended June 30, |
Nine months ended June 30, |
|||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Current tax provision | $ | 67,180 | $ | - | $ | 201,000 | $ | - | ||||||||
| Deferred tax provision (benefit) | (31,320) | 53,243 | (266,319) | 374,582 | ||||||||||||
| Income tax provision (benefit) | $ | 35,860 | $ | 53,243 | $ | (65,319) | $ | 374,582 | ||||||||
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CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7. TAXES (continued)
Recent U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years or in a single lump sum. The U.S. Tax Reform also includes provisions for a new tax on GILTI effective for tax years of foreign corporations beginning after December 31, 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of controlled foreign corporations (“CFCs”), subject to the possible use of foreign tax credits and a deduction equal to 50 percent to offset the income tax liability, subject to some limitations.
As of June 30,2020 and September 30, 2019, the Company recognized a one-time transition toll tax liability of approximately $2.3 million that represented management’s estimate of the amount of U.S. corporate income tax based on the deemed repatriation to the United States of the Company’s share of previously deferred earnings of certain non-U.S. subsidiaries and VIE of the Company mandated by the U.S. Tax Reform. The Company’s estimate of the one-time transition toll Tax is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the Tax Act and amounts related to the earnings and profits of certain foreign VIEs and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the Tax Act may require further adjustments and changes in our estimates. The Company provided an additional $0.9 million tax provision due to delinquent U.S. tax return fillings.
(C) Land Appreciation Tax (“LAT”)
Since January 1, 1994, LAT has been applicable at progressive tax rates ranging from 30% to 60% on the appreciation of land values, with an exemption provided for the sales of ordinary residential properties if the appreciation values do not exceed certain thresholds specified in the relevant tax laws. However, the Company’s local tax authority in Hanzhong City has not imposed the regulation on real estate companies in its area of administration. Instead, the local tax authority has levied the LAT at the rate of 0.5% in Yang County and 1.0% in Hanzhong against total cash receipts from sales of real estate properties, rather than according to the progressive rates.
As at June 30,2020 and September 30, 2019, the outstanding LAT payable balance was Nil with respect to completed real estate properties sold up to June 30,2020 and September 30, 2019.
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CHINA HGS REAL ESTATE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7. TAXES (continued)
(D) Taxes payable consisted of the following:
| March 31, 2020 | September 30, 2019 | |||||||
| CIT | $ | 11,558,454 | $ | 11,720,848 | ||||
| Business tax | 6,334,324 | 7,819,884 | ||||||
| Other taxes and fees | 2,379,890 | 2,349,086 | ||||||
| Total taxes payable | 20,272,668 | 21,889,818 | ||||||
| Less: current portion | 12,172,114 | 13,882,875 | ||||||
| Tax payable – long term | $ | 8,100,554 | $ | 8,006,943 | ||||
NOTE 8. COMMITMENTS AND CONTINGENCIES
From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company's management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company's consolidated financial position, results of operations and cash flows.
As an industry practice, the Company provides guarantees to PRC banks with respect to loans procured by the purchasers of the Company’s real estate properties for the total mortgage loan amount until the completion of obtaining the “Certificate of Ownership” of the properties from the government, which generally takes nine to twelve months. Because the banks provide loan proceeds without getting the “Certificate of Ownership” as loan collateral during this nine to twelve months’ period, the mortgage banks require the Company to maintain, as restricted cash, 5% to 10% of the mortgage proceeds as security for the Company’s obligations under such guarantees. If a purchaser defaults on its payment obligations, the mortgage bank may deduct the delinquent mortgage payment from the security deposit and require the Company to pay the excess amount if the delinquent mortgage payments exceed the security deposit. If the delinquent mortgage payments exceed the security deposit, the banks may require us to pay the excess amount. If multiple purchasers default on their payment obligations at around the same time, we will be required to make significant payments to the banks to satisfy our guarantee obligations. If we are unable to resell the properties underlying defaulted mortgages on a timely basis or at prices higher than the amounts of our guarantees and related expenses, we will suffer financial losses. The Company has made necessary reserves in its restricted cash account to cover any potential mortgage defaults as required by the mortgage lenders. The Company has not experienced any delinquent mortgage loans and has not experienced any losses related to this guarantee. As of June 30, 2020 and September 30, 2019, our outstanding guarantees in respect of our customers' mortgage loans amounted to approximately $66 million. As of June 30, 2020 and September 30, 2019, the amount of security deposits provided for these guarantees was approximately $3.3 million and $3.9 million respectively and the Company believes that such reserves are sufficient.
NOTE 9. PENDING NASDAQ COMPLIANCE ISSUE
On June 21, 2019, the “Company received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is no longer in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed companies to maintain a minimum bid price of $1.00 per share. The letter noted that the bid price of the Company’s common stock was below $1.00 for the 30-day period ending June 20, 2019. The notification letter has no immediate effect on the Company’s listing on the Nasdaq Capital Market. Nasdaq has provided the Company with 180 days, or until January 14, 2020, to regain compliance with the minimum bid price requirement by having a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. On December 19, 2019, Nasdaq determined that the Company is eligible for an additional 180 calendar day period, or until June 15, 2020, to regain compliance. Given the extraordinary market conditions caused by COVID-19, Nasdaq has determined to toll the compliance periods for bid price and market value of publicly held shares requirements through June 30, 2020. In that regard, on April 16, 2020, Nasdaq filed an immediately effective rule change with the Securities and Exchange Commission. Accordingly, the Company has until August 31, 2020, to regain compliance.
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ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the unaudited condensed consolidated financial statements of China HGS Real Estate, Inc. For the three and nine months ended June 30,2020 and 2019 and should be read in conjunction with such financial statements and related notes included in this report.
As used in this report, the terms “Company,” “we,” “our,” “us” and “HGS” refer to China HGS Real Estate, Inc. and its subsidiaries.
Preliminary Note Regarding Forward-Looking Statements.
We make forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements include information about our possible or assumed future results of operations which follow under the headings “Business Overview,” “Liquidity and Capital Resources,” and other statements throughout this report preceded by, followed by or that include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions.
Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed in these forward-looking statements, including the risks and uncertainties described below and other factors we describe from time to time in our periodic filings with the U.S. Securities and Exchange Commission (the “SEC”). We therefore caution you not to rely unduly on any forward-looking statements. The forward-looking statements in this report speak only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. These forward-looking statements include, among other things, statements relating to:
| • | our ability to sustain our project development |
| • | our ability to obtain additional land use rights at favorable prices; |
| • | the market for real estate in Tier 3 and 4 cities and counties; |
| • | our ability to obtain additional capital in future years to fund our planned expansion; or |
| • | economic, political, regulatory, legal and foreign exchange risks associated with our operations. |
Business Overview
We conduct substantially all of our business through Shaanxi Guangsha Investment and Development Group Co., Ltd, in Hanzhong, Shaanxi Province. Since the initiation of our business, we have been focused on expanding our business in certain Tier 3 and Tier 4 cities and counties in China.
For the first nine months ended June 30, 2020, our sales, gross profit and net loss were approximately $7.2 million, negative $0.5 million and $3.5 million, respectively, representing an approximate 71.3%, 111.7% and 453.1% decrease in sales, gross profit and net income as compared to nine months ended June 30, 2019, respectively. The decrease in sales was mainly resulted from less gross floor area (“GFA”) sold during nine months ended June 30, 2020 as a result of recent Chinese government curbs designed to cool the Chinese real estate market, which includes but not limit to restriction on home purchase, increase the down-payment requirement against speculative buying, development of low-cost rental housing property to help low-income groups while reducing the demand in the commercial housing market, increase the real estate property tax to discourage speculation, and control of the land supply and slowdown the construction land auction process, etc. In addition, for the nine months ended June 30, 2020, the Company recognized $2,703,031 impairment losses for certain slow moving real estate property development completed, which resulted in gross loss. Furthermore, in December 2019, a novel strain of coronavirus (COVID-19) surfaced. COVID-19 has spread rapidly throughout China and worldwide, which has caused significant volatility in the PRC and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the PRC and international economies. To reduce the spread of the COVID-19, the Chinese government has employed measures including city lockdowns, quarantines, travel restrictions, suspension of business activities and school closures. Due to difficulties resulting from the COVID-19 outbreak, including, but not limited to, the temporary closure of the Company’s facilities and operations beginning in early February through early March 2020, limited support from the Company’s employees, delayed access to construction raw material supplies, reduced customer visit to the Company’s sales office, and inability to promote the real estate property sales to customers on a timely basis. The COVID-19 outbreak and spread also negatively impacted our operation result for the nine months ended June 30, 2020, to certain extent.
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For the nine months ended June 30, 2020, we did not recognized any revenue under the percentage of completion method because all the real estate project generating revenue has been completed by September 30, 2019 and our current under development projects have not met the criteria for revenue recognition under the percentage of completion method. As a result, we put our focus on selling previously completed commercial and residential units in order to reduce the inventory stockpile during current period and accordingly 100% of our current quarter revenue was recognized under the completed contract method.
Total revenue recognized under the percentage of completion method for the nine months ended June 30, 2019 was $24.1 million representing 95.5% of total revenue for the period, with related costs of these real estate sales was $19.6 million, representing 95.1% of the real estate costs in the period. During nine months ended June 30, 2019, the gross profit before sales tax from the percentage of completion method was $4.6 million, representing 97.5% of the total gross profit for that period. .
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For the nine months ended June 30,2020, the average selling price (“ASP”) for our real estate projects (excluding sales of parking spaces) located in Yang County was approximately $687 per square meter, an increase of 35.5% from the ASP of $507 per square meter for the nine months ended June 30, 2019, which was mainly due to more commercial units with higher selling price were sold during the nine months ended June 30, 2020. The ASP of our Hanzhong real estate projects (excluding sales of parking spaces) was approximately $569 per square meter for the nine months ended June 30,2020, increased from the ASP of $372 per square meter for the nine months ended June 30, 2019, because the Company sold certain real estate projects in Hangzhou at discounted price during first nine months of last year.
Market Outlook
The Chinese government is expect to continue implementing the tighten measurement to cool down the real estate market. These measures may include but not limit to restriction on home purchase, increase the down-payment requirement against speculative buying, development of low-cost rental housing property to help low-income groups while reducing the demand in the commercial housing market, increase the real estate property tax to discourage speculation, and control of the land supply and slowdown the construction land auction process, etc. The downward pressure on home sales and prices will be especially obvious in third- and fourth-tier cities, while the property market in the first- and second-tier cities is expected to be resilient.
As of June 30, 2020, the relocation of residence in Liangzhou Road related projects has been substantially completed and the Company will launch the construction of the projects starting from the fourth quarter of fiscal year 2020. These projects will comprise of residential for end-users and upgraders, shopping malls as well as serviced apartments and offices to satisfy different market demands.
In December 2019, a novel strain of coronavirus (COVID-19) surfaced. COVID-19 has spread rapidly to many parts of the PRC and other parts of the world in the first quarter of 2020, which has caused significant volatility in the PRC and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the PRC and international economies and, as such, the Company is unable to determine if it will have a material impact to its operations.
Based on current economic environment, customer demand and sales trend, and the negative impact from COVID-19 outbreak and spread, we believe that the real estate market downturn will continue to be uncertain in the coming months. However, during the period from February to June 2020, in response to COVID-19 outbreak, various level of government bodies have implemented credit release polices to encourage residential real estate property purchase. The real estate market transaction volume is expected to slowly recover during the latter half of 2020.
We intend to remain focused on our existing construction projects in Hanzhong City and Yang County, deepening our institutional sales network, enhancing our cost and operational synergies and improving cash flows and strengthening our balance sheet. In this respect, we began the construction of the following large high rise residential projects in Hanzhong City and Yang County:
Liangzhou road and related projects
In September 2013, the Company entered into an agreement (“Liangzhou Agreement”) with the Hanzhong local government on the Liangzhou Road reformation and expansion project (Liangzhou Road Project”). Pursuant to the agreement, the Company is contracted to reform and expand the Liangzhou Road, a commercial street in downtown Hanzhong City, with a total length of 2,080 meters and width of 30 meters and to resettle the existing residences in the Liangzhou road area. The government’s original road construction budget was approximately $33 million in accordance with the Liangzhou Agreement. The Company, in return, is being compensated by the local government to have an exclusive right on acquiring at least 394.5 Mu land use rights in a specified location of Hanzhong City. The Liangzhou Road Project’s road construction started at the end of 2013. In 2014, the original scope and budget on the Liangzhou road reformation and expansion project was extended, because the local government included more area and resettlement residences into the project, which resulted in additional investments from the Company. In return, the Company is authorized by the local government to develop and manage the commercial and residential properties surrounding the Liangzhou Road project. As of June 30, 2020, the main Liangzhou road construction is substantially completed. As of June 30, 2020, the relocation of residence in Liangzhou Road related projects has been substantially completed and the Company will launch the construction of the projects starting from the fourth quarter of fiscal year 2020. .Due to historical delays in government’s approval and acceptance, the Company included such balance in real estate property under development as non-current assets.
As of June 30, 2020, the actual costs incurred by the Company was approximately $155.2 million (September 30, 2019 - $147.0 million) and the incremental cost related to residence resettlement was approved by the local government. The Company determined that the Company’s Investment in Liangzhou Road Project in exchange for interests in future land use rights is a barter transaction with commercial substance.
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The Liangzhou Road related projects mainly consists Oriental Garden Phase II, Liangzhou Mansion and Pearl Commercial Plaza surrounding the Liangzhou road area:
Oriental Pearl Garden Phase II
Oriental Garden Phase II project is planned to consist of 8 high-rise residential buildings and 6 commercial buildings with total planned GFA of 370,298 square meters. The project will also include a farmer’s market.
Liangzhou Mansion
Liangzhou Mansion project is planned to consist of 7 high-rise building and commercial shops on the first floor with total planned GFA of 160,000 square meters.
Pearl Commercial Plaza
Pearl Commercial Plaza is planned to consist one office building, one service apartment (or hotel), classical architecture style of Chinese traditional houses and shopping malls with total planned GFA of 124,191 square meters.
The Company plans to start the construction of these three real estate projects in 2020 after the road construction is fully completed and passes local government’s inspection and approval. These related projects may take 2-3 years to fully complete.
Road Construction
Other road construction projects mainly included a Yang County East 2nd Ring Road construction project. The Company was engaged by the Yang County local government to construct the East 2nd Ring Road with a total length of 2.15 km and a budgeted price of approximately $23.8 million (or RMB 168 million), which was approved by the local Yang County government in March 2014. The local government is required to repay the Company’s project investment costs within 3 years with interest at the interest rate based on the commercial borrowing rate with the similar term published by China construction bank (June 30,2020 and September 30, 2019 - 4.75%). The local government has approved a refund to the Company by reducing local surcharges or taxes otherwise required in the real estate development. The road construction was substantially completed as of June 30,2020 and in process of government review and approval.
In September 2012, the Company was approved by the Hanzhong local government to construct four municipal roads with a total length of approximately 1,192 meters. The project was deferred and then restarted during the quarter ended June 30, 2014. As of June 30, 2020, the local government was still in the process of assessing the budget for these projects.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect our reported assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going basis and use them on historical experience and various other assumptions that are believed to be reasonable under the circumstances as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates because of different assumptions or conditions.
We believe the following critical accounting policies affect our significant estimates and judgments used in the preparation of our condensed consolidated financial statements. These policies should be read in conjunction with Note 2 of the notes to unaudited condensed consolidated financial statements.
Revenue recognition
Most of the Company’s revenue is derived from real estate sales of condominiums and commercial property in the PRC. The majority of the Company’s contracts contain a single performance obligations involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset.
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Under percentage completion method, revenue and profit from the sales of long term real estate development properties is recognized by the percentage of completion method on the sale of individual units when all the following criteria are met:
| a. | Construction is beyond a preliminary stage. |
| b. | The buyer is committed to the extent of being unable to require a refund except for non-delivery of the unit or interest. |
| c. | Sufficient units have already been sold to assure that the entire property will not revert to rental property. |
| d. | Sales prices are collectible. |
| e. | Aggregate sales proceeds and costs can be reasonably estimated. |
If any of the above criteria is not met, proceeds shall be accounted for as deposits until the criteria are met.
Under the percentage of completion method, revenues from individual real estate condominium units sold and related costs are recognized over the course of the construction period, based on the completion progress of a project. The progress towards complete satisfaction of the performance obligation is measured based on the Company’s efforts or inputs to the satisfaction of the performance obligation, by reference to the contract costs incurred up to the end of reporting period as a percentage of total estimated costs for each contract. In relation to any project, revenue is determined by calculating the ratio of incurred costs, including land use rights costs and construction costs, to total estimated costs and applying that ratio to the contracted sales amounts. Cost of sales is recognized by determining the ratio of contracted sales during the period to total estimated sales value, and applying that ratio to the incurred costs. Current period amounts are calculated based on the difference between the life-to-date project totals and the previously recognized amounts.
Any changes in significant judgments and/or estimates used in determining construction and development revenue could significantly change the timing or amount of construction and development revenue recognized. Changes in total estimated project costs or losses, if any, are recognized in the period in which they are determined.
Revenue from the sales of completed real estate condominium units is recognized at the time of the closing of an individual unit sale. This occurs when the customer obtains the physical possession, the legal title, or the significant risks and rewards of ownership of the assets and the Company has present right to payment and the collection of the consideration is probable. For municipal road construction projects, fees are generally recognized at the time of the projects are completed.
Contract balances
Timing of revenue recognition may differ from the timing of billing and cash receipts from customers. The Company records a contract asset when revenue is recognized prior to invoicing, or a contract liability when cash is received in advance of recognizing revenue. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets include billed and billable receivables, which are the Company’s unconditional rights to consideration other than to the passage of time. Contract liabilities include cash collected in excess of revenues. Customer deposit are excluded from contract liabilities.
The Company has elected to apply the optional practical expedient for costs to obtain a contract which allows the Company to immediately expense sales commissions (included under selling expenses) because the amortization period of the asset that the Company otherwise would have used is one year or less. Contract assets and liabilities are generally classified as current based on our contract operating cycle.
The Company provides “mortgage loan guarantees” only with respect to buyers who make down-payments of 20%-50% of the total purchase price of the property. The period of the mortgage loan guarantee begins on the date the bank approves the buyer’s mortgage and we receive the loan proceeds in our bank account and ends on the date the “Certificate of Ownership” evidencing that title to the property has been transferred to the buyer. The procedures to obtain the Certificate of Ownership take nine to twelve months (the “Mortgage Loan Guarantee Period”). If, after investigation of the buyer’s income and other relevant factors, the bank decides not to grant the mortgage loan, our mortgage-loan based sales contract terminates and there will be no guarantee obligation. If, during the Mortgage Loan Guarantee Period, the buyer defaults on his or her monthly mortgage payment for three consecutive months, we are required to return the loan proceeds back to the bank, although we have the right to keep the customer's deposit and resell the property to a third party. Once the Certificate of Property has been issued by the relevant government authority, our loan guarantee terminates. If the buyer then defaults on his or her mortgage loan, the bank has the right to take the property back and sell it and use the proceeds to pay off the loan. The Company is not liable for any shortfall that the bank may incur in this event. To date, no buyer has defaulted on his or her mortgage payments during the Mortgage Loan Guarantee Period and the Company has not returned any loan proceeds pursuant to its mortgage loan guarantees.
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Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, and disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates are used for, but not limited to, the assumptions and estimates used by management in recognizing development revenue under the percentage of completion method, the selection of the useful lives of property and equipment, impairment provision on real estate property development completed and real estate property under development, provision necessary for contingent liabilities, revenue recognition, taxes and budgeted costs. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent. Actual results could differ from these estimates.
Real estate property development completed and under development
Real estate property consists of finished residential unit sites, commercial offices and residential unit sites under development. The Company leases the land for the residential unit sites under land use right leases with various terms from the PRC government. The cost of land use rights is included in the development cost and allocated to each project. Real estate property development completed and real estate property under development are stated at the lower of cost or fair value.
Expenditures for land development, including cost of land use rights, deed tax, pre-development costs, and engineering costs, exclusive of depreciation, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales area of units to the estimated total sales area of the project (or phase of the project) multiplied by the total cost of the project (or phase of the project).
Cost of amenities transferred to buyers is allocated to specific units as a component of total construction cost. The amenity cost includes landscaping, road paving, etc. Once the projects are completed, the amenities are under control of the property management companies.
Real estate property development completed and real estate property under development are reclassified on the balance sheet into current and non-current portions based on the estimated date of construction completion and sales. The real estate property development completed classification is based on the estimated date that each property is expected to be sold within the Company’s normal operating cycle of the business and the Company’s sales plan. Real estate property development completed is classified as a current asset if the property is expected to be sold within the normal operating cycle of the business. Otherwise, it is classified as a non-current asset. The majority of real estate projects the Company has completed in the past were multi-layer or sub-high-rise real estate projects. The Company considers its normal operating cycle is 12 months.
Real estate property development completed and under development are subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets. The Company reviewed all of its real estate projects for future losses and impairment by comparing the estimated future undiscounted cash flows for each project to the carrying value of such project. The Company continues to assess the impairment provision when triggering events occur. For the three months and nine months ended June 30, 2020, the Company recognized $2,703,031 impairment losses for certain slow moving real estate property development completed. For the three months and nine months ended June 30, 2019, the Company did not recognize any impairment for real estate property under development or completed.
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RESULTS OF OPERATIONS
Three Months Ended June 30,2020 compared to Three Months Ended June 30, 2020
Revenues
The following is a breakdown of revenue:
| For Three Months Ended June 30, | ||||||||
| 2020 | 2019 | |||||||
| Revenue recognized for completed condominium real estate projects | $ | 3,046,430 | $ | 149,448 | ||||
| Revenue recognized for condominium real estate projects under development | - | 8,006,756 | ||||||
| Total | $ | 3,046,430 | $ | 8,156,204 | ||||
Revenue recognized for completed condominium real estate projects
The following table summarizes our revenue generated by different projects:
| For Three Months Ended June 30, | |||||||||||||||||||||
| 2020 | 2019 | Variance | |||||||||||||||||||
| Revenue | % | Revenue | % | Amount | % | ||||||||||||||||
| Mingzhu Garden (Mingzhu Nanyuan & Mingzhu Beiyuan) Phase I and II | $ | 132,563 | 4.4 | % | $ | 176,700 | 118.2 | % | $ | (44,137 | ) | 25.0 | % | ||||||||
| Oriental Pearl Garden | 64,560 | 2.1 | % | - | - | 64,560 | 100 | % | |||||||||||||
| Yangzhou Palace | 2,781,660 | 91.3 | % | - | - | 2,781,660 | 100 | % | |||||||||||||
| Yangzhou Pearl Garden Phase I and II | 67,647 | 2.2 | % | (27,252 | ) | (18.2 | )% | 94,899 | (348.2 | )% | |||||||||||
| Total Real Estate Sales before sales Tax | 3,046,430 | 100 | % | 149,448 | 100 | % | 2,896,982 | 1938.5 | % | ||||||||||||
| Sales Tax | (29,222 | ) | (4,429 | ) | (24,793 | ) | (559.8 | )% | |||||||||||||
| Revenue net of sales tax | $ | 3,017,208 | $ | 145,019 | $ | 2,872,189 | 1980.6 | % | |||||||||||||
Our revenues are derived from the sale of residential buildings, commercial store-fronts and parking spaces in projects that we have developed. Comparing to the same period of last year, revenues before sales tax significantly increased to approximately $3.0 million for the three months ended June 30, 2020 from approximately $0.1 million. The total GFA sold during three months ended June 30,2020 was merely 3,624 square meters, representing a significant increase from 192 square meters completed and sold during the same period of last year. In addition, our Mingzhu Garden Phase I and Phase II, Yangzhou Pearl Garden Phase I and Phase II and Oriental Garden Phase I have all been completed in prior years, only limited models are available for customer selection, which limited our ability to promote our existing house model to broader range of customers. The sales tax for the three months ended June 30, 2020 was approximately $0.03 million, significantly increased from the same period of 2019, due to more surcharge tax charged for the completed real estate properties during the three months ended June 30, 2020.
| 27 |
Revenue recognized for condominium real estate projects under development
We started to recognize revenue under the percentage of completion method for Yangzhou Palace real estate project since second quarter of fiscal 2017. For the three months ended June 30, 2020, there was no revenue recognized under the percentage of completion method, because Yangzhou Palace real estate project was completed by September 30, 2019 and our current projects under development as of June 30,2020 have not met the criteria for revenue recognition under the percentage of completion method.
For the three months ended June 30, 2019, the Company recognized $9,140,425 revenue from Yangzhou Palace real estate project.
| For the three months ended June 30, 2019 | ||||||||||||||||||||
| Total GFA | Average Percentage of Completion(1) | Qualified Contract Sales(2) | Revenue Recognized under Percentage of Completion | Accumulated Revenue recognized under Percentage of completion | ||||||||||||||||
| Real estate properties under development located in Hanzhong | ||||||||||||||||||||
| Yangzhou Palace | 297,450 | 100 | % | $ | 75,786,799 | $ | 8,006,756 | $ | 75,361,775 | |||||||||||
| (1) | Percentage of completion is calculated by dividing total costs incurred by total estimated costs for the relevant buildings in the each real estate building , estimated as of the time of preparation of our financial statements as of and for the year indicated. |
| (2) | Qualified contract sales only include all contract sales with customer deposits balance as of June 30, 2019 equal or greater than 30% of contract sales amount and related individual of buildings were sold over 20%. |
| (3) | The actual GFA will be re-measured when the real estate project is completed, which could be slightly different from the estimated GFA at the beginning of the real estate projects. |
Cost of Sales
The following table sets forth a breakdown of our cost of sales:
| For Three Months Ended June 30, | ||||||||||||||||||||||||
| 2020 | 2019 | Variance | ||||||||||||||||||||||
| Cost | % | Cost | % | Amount | % | |||||||||||||||||||
| Land use rights | $ | 165,305 | 9.6 | % | $ | 638,250 | 9.0 | % | $ | (472,945 | ) | (74.1 | )% | |||||||||||
| Construction cost | 1,562,912 | 90.4 | % | 6,453,422 | 91.0 | % | (4,890.510 | ) | (75.8 | )% | ||||||||||||||
| Total cost | $ | 1,728,217 | 100 | % | $ | 7,091,672 | 100 | % | $ | (5,363,455 | ) | (75.6 | )% | |||||||||||
Our cost of sales consists primarily of costs associated with land use rights and construction costs. Cost of sales are capitalized and allocated to development projects using a specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales area of units to the estimated total sales area of the project or phase of the project times the total cost of the project or phase of the project.
Cost of sales was approximately $1.7 million for the three months ended June 30, 2020 compared to $7.1 million for the same period of last year. The $5.4 million decrease in cost of sales was mainly attributable to less GFA sold during the three months ended June 30, 2020 which led to less cost of sales.
Land use rights cost: The cost of land use rights includes the land premium we pay to acquire land use rights for our property development sites, plus taxes. Our land use rights cost varies for different projects according to the size and location of the site and the minimum land premium set for the site, all of which are influenced by government policies, as well as prevailing market conditions. Costs for land use rights for the three months ended June 30, 2020 were approximately $0.2 million, as compared to approximately $0.6 million for the three months ended June 30, 2019, representing a decrease of approximately $0.4 million from the same quarter last year. The decrease was consistent with the fact that total GFA sold in this quarter was significantly less than the same period of last year.
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Construction cost: We outsource the construction of all of our projects to third party contractors, whom we select through a competitive tender process. Our construction contracts provide a fixed payment which covers substantially all labor, materials and equipment costs, subject to adjustments for some types of excess, such as design changes during construction or changes in government-suggested steel prices. Our construction costs consist primarily of the payments to our third-party contractors, which are paid over the construction period based on specified milestones. In addition, we purchase and supply a limited range of fittings and equipment, including elevators, window frames and door frames. Our construction costs for the three months ending June 30, 2020 were approximately $1.6 million as compared to approximately $6.5 million for the same period of last year, representing a decrease of approximately $4.9 million. The decrease in construction cost was due to decrease in units sold during the quarter ended June 30, 2020.
| 29 |
Gross Profit
Gross profit was approximately negative $1.4 million for the three months ended June 30, 2020 as compared to approximately gross profit of $0.8 million for the three months ended June 30, 2019, representing a decrease of $2.2 million, which was mainly attributable to impairment losses of $2,703,031 recognized for certain slow moving real estate property development completed during the three months ended June 30, 2020. The gross margin for each real estate projects generally increased from the same period of last year, which was mainly due to growing real estate price in the Hanzhong city and Yang County during fiscal 2020. The ASP for our real estate projects (excluding sales of parking spaces) located in Yang County was approximately $855 per square meter, significantly increased from the ASP of $720 per square meter during fiscal 2019, which was mainly due to more commercial units with higher selling price were sold during the nine months ended June 30, 2020. The ASP of our Hanzhong real estate projects (excluding sales of parking spaces) was approximately $673 per square meter for the nine months ended June 30, 2020, increased from the ASP of $281 per square meter for the same period of fiscal 2019, because the Company had few sales of real estate projects in Hangzhou during first nine months of last year with discounted price. In addition, the higher margin in Yanzhou Palace during the current quarter of fiscal 2020 was due to more commercial real estate property sold during the current quarter.
| For Three Months Ended June 30, | ||||||||||||||||
| 2020 | 2019 | |||||||||||||||
| Gross Profit | Gross Margin | Gross Profit | Gross Margin | |||||||||||||
| Mingzhu Garden (Mingzhu Nanyuan & Mingzhu Beiyuan) Phase I and II | $ | 38,183 | 28.8 | % | $ | 49,445 | 28.0 | % | ||||||||
| Oriental Garden | 16,085 | 24.9 | % | - | - | % | ||||||||||
| Yangzhou Pearl Garden Phase I and II | 11,684 | 17.3 | % | (4,298 | ) | 15.8 | % | |||||||||
| Yangzhou Palace | 1,252,261 | 45.0 | % | 1,019,385 | 12.7 | % | ||||||||||
| Sales Tax | (29,222 | ) | (283,810 | ) | ||||||||||||
| Impairment losses on real estate property development completed | (2,703,031 | ) | - | - | - | |||||||||||
| Total Gross (loss) profit | $ | (1,414,040 | ) | $ | 780,723 | |||||||||||
| Total Real Estate Sales before Sales Tax | $ | 3,046,430 | $ | 8,156,204 | ||||||||||||
Operating Expenses
Total operating expenses increased by 90.0% to approximately $1.1 million for the three months ended June 30, 2020 from $0.6 million for the three months ended June 30, 2019, primarily as a result of an increase of 108.3% in general and administrative expense due to additional professional and project operating related expenses incurred in the current quarter of fiscal 2020. Our total operating expenses accounted for 34.5% and 6.8% of our real estate sales before sales taxes for the three months ended June 30, 2020 and 2019, respectively.
| For Three Months Ended June 30, |
||||||||
| 2020 | 2019 | |||||||
| Selling expenses | $ | 77,404 | $ | 85,863 | ||||
| General and administrative expenses | 973,318 | 467,159 | ||||||
| - | ||||||||
| Total operating expenses | $ | 1,050,722 | $ | 553,022 | ||||
| Percentage of Real Estate Sales before Sales Tax | 34.5 | % | 6.8 | % | ||||
Income Taxes
U.S. Taxes
China HGS is a Florida corporation. However, all of our operations are conducted solely by our subsidiaries in the PRC. No income is earned in the United States and we do not repatriate any earnings outside the PRC. As a result, we did not generate any U.S. taxable income for the three months ended June 30, 2020 and 2019.
Recent U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years or in a single lump sum. The U.S. Tax Reform also includes provisions for a new tax on GILTI effective for tax years of foreign corporations beginning after December 31, 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of controlled foreign corporations (“CFCs”), subject to the possible use of foreign tax credits and a deduction equal to 50 percent to offset the income tax liability, subject to some limitations.
| 30 |
As of June 30, 2020 and September 30, 2019 the Company accrued a one-time transition toll tax of approximately $2.3 million that represented management’s estimate of the amount of U.S. corporate income tax based on the deemed repatriation to the United States of the Company’s share of previously deferred earnings of certain non-U.S. subsidiaries and VIE of the Company mandated by the U.S. Tax Reform. The Company’s estimate of the onetime transition toll Tax is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the Tax Act and amounts related to the earnings and profits of certain foreign VIEs and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the Tax Act may require further adjustments and changes in our estimates. The Company provided an additional $0.9 million tax provision due to delinquent U.S. tax return fillings.
PRC Taxes
Our Company is governed by the Enterprise Income Tax Law of the People’s Republic of China concerning private-run enterprises, which are generally subject to tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments.
However, the local taxing authority of Hanzhong City has the power to assess corporate taxes annually on local enterprises at a pre-determined fixed rate as an incentive to stimulate the local economy and encourage entrepreneurship. In the fiscal year 2017, the taxing authority assessed us for income taxes at the rate of 1.25% on revenue in Yang County and 2.5% on our revenue in Hanzhong, instead of the statutory rate of 25% of net income. Starting from fiscal 2019, the Company is subject to income tax rate of 25% on taxable income. The change in the income tax policy could negatively affect the Company’s net income in future years. Although the possibility exists for reinterpretation of the application of the tax regulations by higher tax authorities in the PRC, potentially overturning the decision made by the local tax authority, the Company has not experienced any reevaluation of the income taxes for prior years. The PRC tax rules are different from the local tax rules and the Company is required to comply with local tax rules. The difference between the two tax rules will not be a liability of the Company. There will be no further tax payments for the difference.
Net Income (Loss)
We reported net losses of approximately $2.6 million for the three months ended June 30, 2020, as compared to net income of approximately $0.2 for the three months ended June 30, 2019.
Other Comprehensive Income (loss)
We operate primarily in the PRC and the functional currency of our operating subsidiary is the Chinese Renminbi (”RMB”). RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that RMB amounts could have been, or could be, converted into USD at the rates used in translation. Translation adjustments resulting from this process amounted to gain of $0.4 million and loss of $3.8 million for the three months ended June 30, 2020 and 2019, respectively, due to the significant fluctuation of RMB during the same period of last year. The balance sheet amounts with the exception of equity at June 30,2020 were translated at 7.0651 RMB to 1.00 USD as compared to 7.1477 RMB to 1.00 USD at September 30, 2019. The equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for the periods ended June 30,2020 and 2019 were 7.0364 RMB and 6.8265 RMB, respectively.
Nine Months Ended June 30,2020 compared to Nine Months Ended June 30, 2019
Revenues
The following is a breakdown of revenue:
| For Nine Months Ended June 30, | ||||||||
| 2020 | 2019 | |||||||
| Revenue recognized under full accrual method | $ | 7,240,503 | $ | 1,126,013 | ||||
| Revenue recognized under percentage of completion method | - | 24,134,543 | ||||||
| Total | $ | 7,240,503 | $ | 25,260,556 | ||||
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Revenue recognized for completed condominium real estate projects
The following table summarizes our revenue generated by different projects:
| For Nine Months Ended June 30, | ||||||||||||||||||||||||
| 2020 | 2019 | Variance | ||||||||||||||||||||||
| Revenue | % | Revenue | % | Amount | % | |||||||||||||||||||
| Mingzhu Garden (Mingzhu Nanyuan & Mingzhu Beiyuan) Phase I and Phase II | $ | 663,516 | 9.2 | % | $ | 956,496 | 84.9 | % | $ | (292,980 | ) | (30.6 | )% | |||||||||||
| Yangzhou Pearl Garden Phase I and Phase II | 76,355 | 1.1 | % | 46,803 | 4.2 | % | 29,552 | 63.1 | % | |||||||||||||||
| Oriental Garden | 186,464 | 2.6 | % | 122,714 | 10.9 | % | 63,750 | 52.0 | % | |||||||||||||||
| Yangzhou Palace | 6,314,168 | 87.2 | % | - | - | 5,708,079 | 100 | % | ||||||||||||||||
| Total Real Estate Sales before Sales Tax | 7,240,503 | 100 | % | 1,126,013 | 100 | % | 6,114,491 | 543.0 | % | |||||||||||||||
| Sales Tax | (95,503 | ) | (123,554 | ) | 26,420 | (21.7 | )% | |||||||||||||||||
| Revenue net of sales tax | $ | 7,145,000 | $ | 1,004,090 | $ | 6,140,991 | 611.6 | % | ||||||||||||||||
Our revenues are derived from the sale of residential buildings, commercial store-fronts and parking spaces in projects that we have developed. Comparing to the same period of last year, revenues before sales tax significantly increased to approximately $7.2 million for the nine months ended June 30, 2020 from approximately $1.1 million in the same period of last year. The total GFA sold during nine months ended June 30, 2020 was merely 10,797 square meters, representing a significant increase from the 3,093 square meters completed and sold during the same period of last year. The sales tax for the nine months ended June 30, 2020 was approximately $0.1 million, decreased by 21.7% from the same period of 2019, due less surcharge tax charged for the completed real estate properties during the nine months ended June 30, 2020.
Revenue recognized for condominium real estate projects under development
We started to recognize revenue under the percentage of completion method for Yangzhou Palace real estate project since second quarter of fiscal 2017. For the nine months ended June 30, 2020, there was no revenue recognized under the percentage of completion method, because Yangzhou Palace real estate project was completed by September 30, 2019 and our current projects under development as of June 30,2020 have not met the criteria for revenue recognition under the percentage of completion method.
For the nine months ended June 30, 2019, the Company recognized $24,134,543 revenue from Yangzhou Palace real estate project.
Revenue recognized for condominium real estate projects under development
| For the Nine months ended June 30, 2019 | ||||||||||||||||||||
| Total GFA | Average Percentage of Completion(1) | Qualified Contract Sales(2) | Revenue Recognized under Percentage of Completion | Accumulated Revenue recognized under Percentage of completion | ||||||||||||||||
| Real estate properties under development located in Hanzhong | ||||||||||||||||||||
| Yangzhou Palace | 297,450 | 100 | % | $ | 75,786,799 | $ | 24,134,543 | $ | 75,361,775 | |||||||||||
| (1) | Percentage of completion is calculated by dividing total costs incurred by total estimated costs for the relevant buildings in the each real estate building , estimated as of the time of preparation of our financial statements as of and for the year indicated. |
| (2) | Qualified contract sales only include all contract sales with customer deposits balance as of June 30, 2019 equal or greater than 30% of contract sales amount and related individual of buildings were sold over 20%. |
| (3) | The actual GFA will be re-measured when the real estate project is completed, which could be slightly different from the estimated GFA at the beginning of the real estate projects. |
| 32 |
Cost of Sales
The following table sets forth a breakdown of our cost of sales:
| For Nine Months Ended March 31, | ||||||||||||||||||||||||
| 2020 | 2019 | Variance | ||||||||||||||||||||||
| Cost | % | Cost | % | Amount | % | |||||||||||||||||||
| Land use rights | $ | 462,934 | 9.4 | % | $ | 2,036,573 | 9.9 | % | $ | (1,573,639 | ) | (77.3 | )% | |||||||||||
| Construction cost | 4,437,276 | 90.6 | % | 18,534,876 | 90.1 | % | (14,097,600 | ) | (76.1 | )% | ||||||||||||||
| Total cost | $ | 4,900,210 | 100 | % | $ | 20,571,449 | 100 | % | $ | (15,671,239 | ) | (76.2 | )% | |||||||||||
Our cost of sales consists primarily of costs associated with land use rights and construction costs. Cost of sales are capitalized and allocated to development projects using a specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales area of units to the estimated total sales area of the project or phase of the project times the total cost of the project or phase of the project.
Cost of sales was approximately $4.9 million for the nine months ended June 30, 2020 compared to $20.6 million for the same period of last year. The $15.7 million decrease in cost of sales was mainly attributable to less GFA sold during the nine months ended June 30, 2020 which led to less cost of sales.
Land use rights cost: The cost of land use rights includes the land premium we pay to acquire land use rights for our property development sites, plus taxes. Our land use rights cost varies for different projects according to the size and location of the site and the minimum land premium set for the site, all of which are influenced by government policies, as well as prevailing market conditions. Costs for land use rights for the nine months ended June 30, 2020 were approximately $0.5 million, as compared to approximately $2.0 million for the nine months ended June 30, 2019, representing a decrease of approximately $1.5 million from the same period of last year. The decrease was consistent with the fact that total GFA sold in the first nine months 2020 was significantly less than the same period of last year.
Construction cost: We outsource the construction of all of our projects to third party contractors, whom we select through a competitive tender process. Our construction contracts provide a fixed payment which covers substantially all labor, materials and equipment costs, subject to adjustments for some types of excess, such as design changes during construction or changes in government-suggested steel prices. Our construction costs consist primarily of the payments to our third-party contractors, which are paid over the construction period based on specified milestones. In addition, we purchase and supply a limited range of fittings and equipment, including elevators, window frames and door frames. Our construction costs for the nine months ending June 30, 2020 were approximately $4.4 million as compared to approximately $18.5 million for the same period of last year, representing a decrease of approximately $14.1 million. The decrease in construction cost was due to decrease in units sold during the first nine months of fiscal 2020.
| 33 |
Gross profit
Gross profit was approximately negative $0.5 million for the nine months ended June 30, 2020 as compared to approximately gross profit of $3.9 million for the nine months ended June 30, 2019, representing a decrease of $4.4 million, which was mainly attributable to impairment losses of $2,703,031 recognized for certain slow moving real estate property development completed during the nine months ended June 30, 2020. The gross margin for each real estate projects generally increased from the same period of last year. For the first nine months of fiscal 2020, the ASP for our real estate projects (excluding sales of parking spaces) located in Yang County was approximately $687 per square meter, an increase of 35.5% from the ASP of $507 per square meter for the nine months ended June 30, 2019, which was mainly due to more commercial units with higher selling price were sold during the nine months ended June 30, 2020. The ASP of our Hanzhong real estate projects (excluding sales of parking spaces) was approximately $570 per square meter for the nine months ended June 30, 2020, increased from the ASP of $372 per square meter for the nine months ended June 30, 2019, because the Company had few sales of real estate projects in Hangzhou during first nine months of last year with discounted price. . In addition, the higher margin in Yanzhou Palace during the first nine months of fiscal 2020 was due to more commercial real estate property sold during the current period.
The following table sets forth the gross margin of each of our projects:
| For Nine Months Ended June 30, | ||||||||||||||||
| 2020 | 2019 | |||||||||||||||
| Gross Profit | Percentage of Revenue |
Gross Profit |
Percentage of Revenue |
|||||||||||||
| Mingzhu Garden (Mingzhu Nanyuan & Mingzhu Beiyuan) | $ | 185,245 | 27.9 | % | $ | 159,592 | 16.7 | % | ||||||||
| Oriental Garden | 52,504 | 28.2 | % | (50,816 | ) | (41.4 | )% | |||||||||
| Yangzhou Pearl Garden | 12,863 | 16.8 | % | 7,454 | 15.9 | % | ||||||||||
| Yangzhou Palace | 2,089,681 | 33.1 | % | 4,572,877 | 18.9 | % | ||||||||||
| Sales Tax | (95,503 | ) | (788,766 | ) | ||||||||||||
| Impairment losses on real estate property development completed | (2,703,031 | ) | - | - | ||||||||||||
| Total Gross Profit | (458,241 | ) | 3,900,341 | |||||||||||||
| Total Real Estate Sales before Sales Tax | $ | 7,240,503 | $ | 25,260,556 | ||||||||||||
Operating Expenses
Total operating expenses were approximately $52.9 million and $2.1 million for the nine months ended June 30, 2020 and 2019, respectively. The increase in selling expenses of $0.1 million for nine months ended June 30, 2020 was primarily attributed to higher marketing activities costs. The increase in general administration expense of $0.7 million for the nine months ended June 30, 2020 was primarily attributed to more project operating and professional fee expenses incurred. Our total operating expenses accounted for 39.5% and 8.2% of our real estate sales before sales taxes for the nine months ended June 30, 2020 and 2019, respectively.
| For Nine Months Ended June 30, |
||||||||
| 2020 | 2019 | |||||||
| Selling expenses | $ | 477,962 | $ | 360,763 | ||||
| General and administrative expenses | 2,381,572 | 1,721,778 | ||||||
| Total operating expenses | $ | 2,859,534 | $ | 2,082,541 | ||||
| Percentage of Real Estate Sales before Sales Tax | 39.5 | % | 8.2 | % | ||||
Income Taxes
U.S. Taxes
China HGS is a Florida corporation. However, all of our operations are conducted solely by our subsidiaries in the PRC. No income is earned in the United States and we do not repatriate any earnings outside the PRC. As a result, we did not generate any U.S. taxable income for the nine months ended June 30, 2020 and 2019.
Recent U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years or in a single lump sum. The U.S. Tax Reform also includes provisions for a new tax on GILTI effective for tax years of foreign corporations beginning after December 31, 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of controlled foreign corporations (“CFCs”), subject to the possible use of foreign tax credits and a deduction equal to 50 percent to offset the income tax liability, subject to some limitations.
| 34 |
As of June 30, 2020 and September 30, 2019 the Company accrued a one-time transition toll tax of approximately $2.3 million that represented management’s estimate of the amount of U.S. corporate income tax based on the deemed repatriation to the United States of the Company’s share of previously deferred earnings of certain non-U.S. subsidiaries and VIE of the Company mandated by the U.S. Tax Reform. The Company’s estimate of the onetime transition toll Tax is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the Tax Act and amounts related to the earnings and profits of certain foreign VIEs and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the Tax Act may require further adjustments and changes in our estimates. The Company provided an additional $0.9 million tax provision due to delinquent U.S. tax return fillings.
PRC Taxes
Our Company is governed by the Enterprise Income Tax Law of the People’s Republic of China concerning private-run enterprises, which are generally subject to tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments.
However, the local taxing authority of Hanzhong City has the power to assess corporate taxes annually on local enterprises at a pre-determined fixed rate as an incentive to stimulate the local economy and encourage entrepreneurship. In the fiscal year 2017, the taxing authority assessed us for income taxes at the rate of 1.25% on revenue in Yang County and 2.5% on our revenue in Hanzhong, instead of the statutory rate of 25% of net income. Starting from fiscal 2019, the Company is subject to income tax rate of 25% on taxable income. The change in the income tax policy could negatively affect the Company’s net income in future years. Although the possibility exists for reinterpretation of the application of the tax regulations by higher tax authorities in the PRC, potentially overturning the decision made by the local tax authority, the Company has not experienced any reevaluation of the income taxes for prior years. The PRC tax rules are different from the local tax rules and the Company is required to comply with local tax rules. The difference between the two tax rules will not be a liability of the Company. There will be no further tax payments for the difference.
Net Income (loss)
We reported net loss of approximately $3.5 million for the nine months ended June 30,2020, as compared to net income of approximately $1.0 million for the nine months ended June 30, 2019. The decrease of $4.4 million in our net income was primarily due to lower amount of revenue for the nine months ended June 30,2020 as discussed above under Revenues and Gross Profit
Other Comprehensive Income (Loss)
We operate primarily in the PRC and the functional currency of our operating subsidiary is the Chinese Renminbi (”RMB”). RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that RMB amounts could have been, or could be, converted into USD at the rates used in translation.
Translation adjustments resulting from this process amounted to gain of $1.9 million and loss of $0.1 million for the nine months ended June 30, 2020 and 2019, respectively, due to the significant fluctuation of RMB during the period. The balance sheet amounts with the exception of equity at June 30, 2020 were translated at 7.0651 RMB to 1.00 USD as compared to 7.1477 RMB to 1.00 USD at September 30, 2019. The equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for the periods ended June 30,2020 and 2019 were 7.0364 RMB and 6.8265 RMB, respectively.
Liquidity and Capital Resources
Our principal need for liquidity and capital resources is to maintain working capital sufficient to support our operations and to make capital expenditures to finance the growth of our business. Historically we mainly financed our operations primarily through cash flows from operations and borrowings from our principal shareholder.
| 35 |
For the recent years, the Chinese government has implemented measures to control overheating residential and commercial property prices including but not limited to restriction on home purchase, increase the down-payment requirement against speculative buying, development of low-cost rental housing property to help low-income groups while reducing the demand in the commercial housing market, increase the real estate property tax to discourage speculation, and control of the land supply and slowdown the construction land auction process, etc. In addition, in December 2019, a novel strain of coronavirus (COVID-19) surfaced. COVID-19 has spread rapidly throughout China and worldwide, which has caused significant volatility in the PRC and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the PRC and international economies. To reduce the spread of the COVID-19, the Chinese government has employed measures including city lockdowns, quarantines, travel restrictions, suspension of business activities and school closures. Due to difficulties resulting from the COVID-19 outbreak, including, but not limited to, the temporary closure of the Company’s facilities and operations beginning in early February through early March 2020, limited support from the Company’s employees, delayed access to construction raw material supplies, reduced customer visit to the Company’s sales office, and inability to promote the real estate property sales to customers on a timely basis, and our revenue decreased by approximately $18.0 million during the first nine months of fiscal 2020 as compared to the same period of 2019 due to decreased sales volume of both residential and commercial properties developed by us, as a result, we reported a net loss of approximately $3.5 million for the nine months ended June 30, 2020. In addition, as of June 30,2020, we had an approximately $140.8 million working capital deficit. The deficit increased by $111.1 million as compared to a deficit of $29.7 million as of September 30, 2019. Based on assessment of current economic environment, customer demand and sales trend and the negative impact from COVID-19 outbreak and spread, we believe that the real estate market downturn will continue to be uncertain in the coming months and we may not be able to liquidate our large balance of completed real estate property within the next 12 months as we originally expected. Therefore, approximately $95.8 million completed real estate property originally sitting under our current assets as of September 30, 2019 has been reclassified as non-current assets as of June 30, 2020. In addition, as of June 30, 2020, we had large construction loans payable balance of approximately $88.5 million with maturity less than one year and large accounts payable balance of approximately $27.0 million to be paid to subcontractors within one year. These factors led to our working capital deficit of approximately $140.8 million as of June 30, 2020. The above mentioned facts raised substantial doubt about the Company's ability to continue as a going concern for the next 12 months from the date of this filing.
In assessing its liquidity, management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. As of June 30, 2020, our total cash and restricted cash balance decreased to approximately $3.8 million as compared to approximately $4.2 million as of September 30, 2019. With respect to capital funding requirements, the Company budgeted our capital spending based on ongoing assessments of needs to maintain adequate cash. As of June 30, 2020, we had approximately $107.9 million construction completed residential apartments and commercial units available for instant sales to potential buyers when needed (including approximately $12.2 million current portion and approximately $95.8 million non-current portion of real estate property development completed). For the current portion of $12.2 million completed residential apartments and commercial units, we estimate we will be able to substantially sell them within one year to generate cash to be used in our operations and funding our other real estate projects under development. Although we reported approximately $27.0 million accounts payable as of June 30, 2020, due to the long term relationship with our construction suppliers and subcontractors, we were able to effectively manage cash spending on construction and negotiate with them to adjust the payment schedule based on our cash on hand. In addition, most of our existing real estate development projects related to old town renovation which are supported by local government. As of June 30, 2020, we reported approximately $88.5 million short-term construction loans and approximately $17.1 million long-term construction loans borrowed from financial institutions controlled by local government and such loans can only be used on old town renovation related project development. We expect that we will be able to renew all of the existing construction loans upon their maturity and borrow additional new loans from local financial institutions when necessary, based on our past experience and the Company’s good credit history. Also, the Company’s cash flows from pre-sales and current sales should provide financial support for our current developments and operations. As of June 30, 2020, we had approximately $19.2 million customer deposits (including approximately $18.3 million short-term and approximately $0.9 million non-current customer deposits) representing cash advance from buyers for pre-sales of our residential units and we believe such cash advance can be used to fund our ongoing construction projects whenever necessary. During the nine months ended June 30,2020, we had five large ongoing construction projects (see Note 3, real estate property under development) which were under preliminary development stage due to delayed inspection and acceptance of the development plans by local government. In June 2020, we completed the residence relocation surrounding Liangzhou Road related projects and expects to construct the Liangzhou Road related projects starting from the fourth quarter of fiscal year 2020. For other four projects, we expect we will be able to obtain government’s approval of the development plans on these projects by before the end of fiscal year 2020, and start the pre-sale of the real estate property to generate cash when certain property development niches have been achieved. For the nine months ended June 30,2020 and 2019, the Company had positive cash flow from operating activities. In addition, our principal shareholder, Mr. Xiaojun Zhu has been providing and will continue to provide his personal funds to support the Company’s operation whenever necessary.
Amid the COVID-19 outbreak and spread, we have resumed our business activities in early March 2020 and we expect the negative impact of the COVID-19 coronavirus outbreak on our business to be temporary and our sales activities have started to run as normal, which will help us to increase our real estate proper sales in the upcoming months. During the period from February to June 2020, in response to COVID-19 outbreak, various level of government bodies have implemented credit release polices to encourage residential real estate property purchase. The real estate market transaction volume is expected to slowly recover during the latter half of 2020.
Due to the effects of the outbreak of COVID-19 discussed above, to the extent that we experience a more adverse operating environment, incur unanticipated capital expenditures, or if we decide to accelerate our growth, then additional financing may be required. Currently, we are working to improve our liquidity and capital sources primarily through financial support from our principal shareholder and debt or equity financing. In order to fully implement our business plan and sustain continued growth, we may also need to raise capital from outside investors. Our expectation, therefore, is that we will seek to access the capital markets in both the U.S. and China to obtain the funds as needed. At the present time, however, we do not have commitments of funds from any third party. No assurance can be given that additional financing, if required, would be available on favorable terms or at all.
| 36 |
Based on above reasons, there is a substantial doubt about the Company's ability to continue as a going concern for the next 12 months from the date of this filing.
Cash Flow
Comparison of cash flows results is summarized as follows:
| Nine months ended June 30, | ||||||||
| 2020 | 2019 | |||||||
| Net cash provided by operating activities | $ | 1,811,912 | $ | 9,207,345 | ||||
| Net cash used in financing activities | (2,405,349 | ) | (11,418,405 | ) | ||||
| Effect of change of foreign exchange rate on cash and restricted cash | 184,993 | 15,360 | ||||||
| Net decrease in cash and restricted cash | (408,444 | ) | (2,195,700 | ) | ||||
| Cash and restricted cash, beginning of period | 4,202,117 | 6,775,577 | ||||||
| Cash and restricted cash, end of period | $ | 3,793,673 | $ | 4,579,877 | ||||
Operating Activities
Net cash provided by operating activities during the nine months ended June 30, 2020 was approximately $1.8 million, consisting of net loss of approximately $3.5 million, adjusted by impairment losses of $2.7 million on certain slow moving real estate property development completed projects and net changes in our operating assets and liabilities, which mainly included a decrease in real estate property completed together with the changes in the cost and earnings in excess of billings by approximately $12.6 million due to sales of our Yangzhou Palace project, a collection of security deposit of $4.8 million and an increase in customer deposit received of $1.8 million, offset by additional spending in real estate under development of $4.4 million and payments of accrued expense and tax payable in aggregated of approximately $2.6 million.
Net cash provided by operating activities during the nine months ended June 30, 2019 was approximately $9.2 million, consisting of net income of approximately $1.0 million, noncash adjustments of $0.4 million and net changes in our operating assets and liabilities, which mainly included an increase of accounts payable of $11.5 million due to increasing spending on Liangzhou road and affiliated project and Yangzhou Palace project, a decrease in real estate property under development by approximately $58.3 million due to the completion of Yangzhou Palace project which was reclassified to real estate property completed and a decrease of approximately $2.0 million in contract receivable due to collection, offset with an increase in real estate property completed of $57.2 million due to the completion of Yangzhou Palace project and a decrease in contract liabilities of approximately $4.0 million.
Financing Activities
Net cash flows used in financing activities was approximately $2.4 million for nine months ended June 30, 2020, which due to a repayment of construction loans of approximately $2.4 million during the nine months ended June 30,2020.
Net cash flows used in financing activities was approximately $11.4 million for nine months ended June 30, 2019, which mainly included a repayment of other bank loans of approximately $11.4 million during the nine months ended June 30, 2019.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Inflation
Inflation has not had a material impact on our business and we do not expect inflation to have a material impact on our business in the near future.
| 37 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Foreign Exchange Risk
All of our net sales, and a majority of our costs and expenses are denominated in RMB. Although the conversion of RMB is highly regulated in China, the value of RMB against the value of the U.S. dollar or any other currency nonetheless may fluctuate and be affected by, among other things, changes in China’s political and economic conditions. Under current policy, the value of RMB is permitted to fluctuate within a narrow band against a basket of certain foreign currencies. China is currently under significant international pressures to liberalize this government currency policy, and if such liberalization were to occur, the value of RMB could appreciate or depreciate against the U.S. dollar.
Because substantially all of our earnings and majority of our cash assets are denominated in RMB, other than certain cash deposits we keep in a bank in Hong Kong and the U.S., appreciation or depreciation in the value of RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividends we may issue in future that will be exchanged into U.S. dollars and earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.
Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure at all. In addition, our currency exchange losses may be magnified by the PRC exchange control regulations that restrict our ability to convert RMB into foreign currency.
Interest Rate Risk
We have not been, nor do we anticipate being exposed to material risks due to changes in interest rates. Our risk exposure to changes in interest rates relates primarily to the interest income generated by cash deposited in interest-bearing savings accounts and interest expense on variable rate bank loan. We have not used, and do not expect to use in the future any derivative financial instruments to hedge our interest risk exposure. However, fluctuations in interest rates can lead to significant changes in our interest income and interest expense.
Credit Risk
We are exposed to credit risk from our cash in banks, accounts receivable and due from local government for real estate property development completed. The credit risk on cash in bank and fixed deposits is limited because the counterparties are recognized financial institutions. Accounts receivable are subjected to credit evaluations. An allowance would be made, if necessary, for estimated unrecoverable amounts by reference to past default experience, if any, and by reference to the current economic environment.
Inflation
Inflationary factors, such as increases in the cost of our products and overhead costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of sales revenue if the selling prices of our products do not increase with these increased costs.
We Conduct Substantially All Our Business in Foreign Country
Substantially all of our operations are conducted in China and are subject to various political, economic, and other risks and uncertainties inherent in conducting business in China. Among other risks, our Company and our subsidiaries’ operations are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations.
| 38 |
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). The evaluation of our disclosure controls and procedures included a review of our processes and the effect on the information generated for use in this Quarterly Report on Form 10-Q. In the course of this evaluation, we sought to identify any material weaknesses in our disclosure controls and procedures and to confirm that any necessary corrective action, including process improvements, was taken. The purpose of this evaluation is to determine if, as of the Evaluation Date, our disclosure controls and procedures were operating effectively such that the information, required to be disclosed in our SEC reports (i) was recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30,2020. Management is committed to improving the internal controls over financial reporting and will undertake the consistent improvements or enhancements on an ongoing basis. To remediate the material weakness and significant deficiencies and to prevent similar deficiencies in the future, we are currently evaluating additional controls and procedures, which may include:
| • | Implementing an ongoing initiative and training in the Company to ensure the importance of internal controls and compliance to ensure that established policies and procedures are fully understood throughout the organization and plan to provide continuous U.S. GAAP knowledge training to relevant employees involved to ensure the performance of and compliance with those procedures and policies |
The remedial measures being undertaken may not be fully effectuated or may be insufficient to address the significant deficiencies we identified, and there can be no assurance that significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified or occur in the future. If additional significant deficiencies (or if material weaknesses) in our internal controls are discovered or occur in the future, among other similar or related effects: (i) the Company may fail to meet future reporting obligations on a timely basis, (ii) the Company’s consolidated financial statements may contain material misstatements, and (iii) the Company’s business and operating results may be harmed.
Changes in Internal Control over Financial Reporting
Except for the matters described above to improve our internal controls over financial reporting, there were no changes in our internal control over financial reporting for the three months ended June 30,2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, however, the Company is in the process of designing and planning to change as described above.
| 39 |
We may be subject to, from time to time, various legal proceedings relating to claims arising out of our operations in the ordinary course of our business. We are not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, would have a material adverse effect on the business, financial condition, or results of operations of the Company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
None.
(a) Exhibits
| Exhibit Number | Description of Exhibit | |
| 31.1* | Rule 13a-14(a) Certification of Chief Executive Officer | |
| 31.2* | Rule 13a-14(a) Certification of Chief Financial Officer | |
| 32.1* | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer | |
| 101.INS* | XBRL Instance | |
| 101.SCH* | XBRL Taxonomy Extension Schema | |
| 101.CAL* | XBRL Taxonomy Extension Calculation | |
| 101.DEF* | XBRL Taxonomy Extension Definition | |
| 101.LAB* | XBRL Taxonomy Extension Labels | |
| 101.PRE* | XBRL Taxonomy Extension Presentation |
* Furnished electronically herewith
| 40 |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| China HGS Real Estate, Inc. | ||
| August 19, 2020 | By: | /s/ Xiaojun Zhu |
| Xiaojun Zhu | ||
| Chief Executive Officer | ||
| 41 |
Exhibit 31.1
CERTIFICATION
I, Xiaojun Zhu, the Chief Executive Officer, certify that:
(1) I have reviewed this Quarterly Report on Form 10-Q of China HGS Real Estate, Inc., for the fiscal period ended June 30, 2020.
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15a-15(f)) for the registrant and have:
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles: |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 19, 2020
| /s/ Xiaojun Zhu | |
| Name: Xiaojun Zhu | |
| Title: Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Wei Shen, the Chief Financial Officer of the registrant, certify that:
(1) I have reviewed this Quarterly Report on Form 10-Q of China HGS Real Estate Inc., for the fiscal period ended June 30, 2020.
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15a-15(f)) for the registrant and have:
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles: |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| August 19, 2020 | |
| /s/ Wei Shen | |
| Name: Wei Shen | |
| Title: Chief Financial Officer |
Exhibit 32.1
Certification
of Principal Executive Officer and Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a),
As Adopted
Pursuant to Section 302 of the
Sarbanes - Oxley Act of 2002
The undersigned of the Company, certifies that:
(1) They has reviewed this Quarterly Report on Form 10-Q of China HGS Real Estate, Inc. for the quarter ended June 30, 2020; and
(2) Based on their knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
| /s/ Xiaojun Zhu | /s/ Wei Shen | |
| Name: Xiaojun Zhu | Name: Wei Shen | |
| Title: Chief Executive Officer | Chief Financial Officer | |
| August 19, 2020 | August 19, 2020 |
A signed original of this written statement required by Section 906 of the Sarbanes Oxley Act of 2002 has been provided to the Company and will be retained by the Company and will be furnished to the SEC or its staff upon request. This exhibit is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 but is instead furnished as provided by applicable rules of the SEC.
Document And Entity Information - shares |
9 Months Ended | |
|---|---|---|
Jun. 30, 2020 |
Aug. 14, 2020 |
|
| Document And Entity Information [Abstract] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Jun. 30, 2020 | |
| Document Fiscal Year Focus | 2020 | |
| Document Fiscal Period Focus | Q3 | |
| Entity Registrant Name | CHINA HGS REAL ESTATE INC. | |
| Entity Central Index Key | 0001158420 | |
| Current Fiscal Year End Date | --09-30 | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Trading Symbol | HGSH | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | false | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 45,050,000 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Jun. 30, 2020 |
Sep. 30, 2019 |
|---|---|---|
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
| Common stock, shares issued | 45,050,000 | 45,050,000 |
| Common stock, shares outstanding | 45,050,000 | 45,050,000 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME(LOSS) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
|
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME | ||||
| Real estate sales | $ 3,046,430 | $ 8,156,204 | $ 7,240,503 | $ 25,260,556 |
| Less: Sales tax | (29,222) | (283,809) | (95,503) | (788,766) |
| Impairment losses on real estate property development completed | 2,703,031 | 2,703,031 | ||
| Cost of real estate sales | (1,728,217) | (7,091,672) | (4,900,210) | (20,571,449) |
| Gross (loss) profit | (1,414,040) | 780,723 | (458,241) | 3,900,341 |
| Operating expenses | ||||
| Selling and distribution expenses | 77,404 | 85,863 | 477,962 | 360,763 |
| General and administrative expenses | 973,318 | 467,159 | 2,381,572 | 1,721,778 |
| Total operating expenses | 1,050,722 | 553,022 | 2,859,534 | 2,082,541 |
| Operating (loss) income | (2,464,762) | 227,701 | (3,317,775) | 1,817,800 |
| Interest expense, net | (16,171) | (11,307) | (49,010) | (152,149) |
| Other expense | (58,380) | (9,982) | (155,109) | (312,145) |
| (Loss) income before income taxes | (2,539,313) | 206,412 | (3,521,894) | 1,353,506 |
| Provision (benefit) for income taxes | 35,860 | 53,243 | (65,319) | 374,582 |
| Net (loss) income | (2,575,173) | 153,169 | (3,456,575) | 978,924 |
| Other Comprehensive income (loss) | ||||
| Foreign currency translation adjustment | 363,273 | (3,837,762) | 1,920,990 | 66,953 |
| Comprehensive (loss) income | $ (2,211,900) | $ (3,684,593) | $ (1,535,585) | $ 1,045,877 |
| Basic and diluted (loss) income per common share | ||||
| Basic and diluted | $ (0.06) | $ 0.01 | $ (0.08) | $ 0.02 |
| Weighted average common shares outstanding | ||||
| Basic and diluted | 45,050,000 | 45,050,000 | 45,050,000 | 45,050,000 |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) |
Common stock |
Additional Paid-in Capital |
Statutory Surplus |
Retained Earnings |
Accumulated Other Comprehensive loss |
Total |
|---|---|---|---|---|---|---|
| Beginning balance at Sep. 30, 2018 | $ 45,050 | $ 129,907,805 | $ 9,925,794 | $ 30,803,052 | $ (9,003,865) | $ 161,677,836 |
| Beginning balance (in Shares) at Sep. 30, 2018 | 45,050,000 | |||||
| Net income (loss) for the period | $ 0 | 0 | 0 | 484,210 | 0 | 484,210 |
| Foreign currency translation adjustment | 0 | 0 | 0 | 0 | (178,758) | (178,758) |
| Ending balance at Dec. 31, 2018 | $ 45,050 | 129,907,805 | 9,925,794 | 31,287,262 | (9,182,623) | 161,983,288 |
| Ending balance (in Shares) at Dec. 31, 2018 | 45,050,000 | |||||
| Beginning balance at Sep. 30, 2018 | $ 45,050 | 129,907,805 | 9,925,794 | 30,803,052 | (9,003,865) | 161,677,836 |
| Beginning balance (in Shares) at Sep. 30, 2018 | 45,050,000 | |||||
| Net income (loss) for the period | 978,924 | |||||
| Foreign currency translation adjustment | 66,953 | |||||
| Ending balance at Jun. 30, 2019 | $ 45,050 | 129,907,805 | 9,925,794 | 31,781,976 | (8,936,912) | 162,723,713 |
| Ending balance (in Shares) at Jun. 30, 2019 | 45,050,000 | |||||
| Beginning balance at Dec. 31, 2018 | $ 45,050 | 129,907,805 | 9,925,794 | 31,287,262 | (9,182,623) | 161,983,288 |
| Beginning balance (in Shares) at Dec. 31, 2018 | 45,050,000 | |||||
| Net income (loss) for the period | $ 0 | 0 | 0 | 341,545 | 0 | 341,545 |
| Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 4,083,473 | 4,083,473 |
| Ending balance at Mar. 31, 2019 | $ 45,050 | 129,907,805 | 9,925,794 | 31,628,807 | (5,099,150) | 166,408,306 |
| Ending balance (in Shares) at Mar. 31, 2019 | 45,050,000 | |||||
| Net income (loss) for the period | $ 0 | 0 | 0 | 153,169 | 0 | 153,169 |
| Foreign currency translation adjustment | 0 | 0 | 0 | 0 | (3,837,762) | (3,837,762) |
| Ending balance at Jun. 30, 2019 | $ 45,050 | 129,907,805 | 9,925,794 | 31,781,976 | (8,936,912) | 162,723,713 |
| Ending balance (in Shares) at Jun. 30, 2019 | 45,050,000 | |||||
| Beginning balance at Sep. 30, 2019 | $ 45,050 | 129,907,805 | 10,360,251 | 34,070,767 | (15,683,723) | 158,700,150 |
| Beginning balance (in Shares) at Sep. 30, 2019 | 45,050,000 | |||||
| Net income (loss) for the period | $ 0 | 0 | 0 | (257,381) | 0 | (257,381) |
| Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 4,380,862 | 4,380,862 |
| Ending balance at Dec. 31, 2019 | $ 45,050 | 129,907,805 | 10,360,251 | 33,189,365 | (11,302,861) | 162,823,631 |
| Ending balance (in Shares) at Dec. 31, 2019 | 45,050,000 | |||||
| Beginning balance at Sep. 30, 2019 | $ 45,050 | 129,907,805 | 10,360,251 | 34,070,767 | (15,683,723) | 158,700,150 |
| Beginning balance (in Shares) at Sep. 30, 2019 | 45,050,000 | |||||
| Net income (loss) for the period | (3,456,575) | |||||
| Foreign currency translation adjustment | 1,920,990 | |||||
| Ending balance at Jun. 30, 2020 | $ 45,050 | 129,907,805 | 10,360,251 | 30,614,192 | (13,762,733) | 157,164,565 |
| Ending balance (in Shares) at Jun. 30, 2020 | 45,050,000 | |||||
| Beginning balance at Dec. 31, 2019 | $ 45,050 | 129,907,805 | 10,360,251 | 33,189,365 | (11,302,861) | 162,823,631 |
| Beginning balance (in Shares) at Dec. 31, 2019 | 45,050,000 | |||||
| Net income (loss) for the period | $ 0 | 0 | 0 | (624,021) | 0 | (624,021) |
| Foreign currency translation adjustment | 0 | 0 | 0 | 0 | (2,823,145) | (2,823,145) |
| Ending balance at Mar. 31, 2020 | $ 45,050 | 129,907,805 | 10,360,251 | 33,189,365 | (14,126,006) | 159,376,465 |
| Ending balance (in Shares) at Mar. 31, 2020 | 45,050,000 | |||||
| Net income (loss) for the period | $ 0 | 0 | 0 | (2,575,173) | 0 | (2,575,173) |
| Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 363,273 | 363,273 |
| Ending balance at Jun. 30, 2020 | $ 45,050 | $ 129,907,805 | $ 10,360,251 | $ 30,614,192 | $ (13,762,733) | $ 157,164,565 |
| Ending balance (in Shares) at Jun. 30, 2020 | 45,050,000 |
ORGANIZATION AND BASIS OF PRESENTATION |
9 Months Ended |
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Jun. 30, 2020 | |
| ORGANIZATION AND BASIS OF PRESENTATION | |
| ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION China HGS Real Estate, Inc. (“China HGS” or the “Company” or “we”, “us”, “our”), through its subsidiaries and variable interest entity (“VIE”), engages in real estate development, and the construction and sales of residential apartments, parking space and commercial properties in Tier 3 and Tier 4 cities and counties in China. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended June 30, 2020 and 2019 are not necessarily indicative of the results that may be expected for the full year. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 filed with the SEC on January 14, 2020. Going concern In recent years, the Chinese government has implemented measures to control overheating residential and commercial property prices including but not limited to restriction on home purchase, increase the down-payment requirement against speculative buying, development of low-cost rental housing property to help low-income groups while reducing the demand in the commercial housing market, increase the real estate property tax to discourage speculation, and control of the land supply and slowdown the construction land auction process, etc. In addition, in December 2019, a novel strain of coronavirus (COVID-19) surfaced. COVID-19 has spread rapidly throughout China and worldwide, which has caused significant volatility in the PRC and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the PRC and international economies. To reduce the spread of the COVID-19, the Chinese government has employed measures including city lockdowns, quarantines, travel restrictions, suspension of business activities and school closures. Due to difficulties resulting from the COVID-19 outbreak, including, but not limited to, the temporary closure of the Company’s facilities and operations beginning in early February through early March 2020, limited support from the Company’s employees, delayed access to construction raw material supplies, reduced customer visit to the Company’s sales office, and inability to promote the real estate property sales to customers on a timely basis, our revenue decreased by approximately $18.0 million during nine months ended June 30,2020 as compared to the same period of 2019 due to decreased sales volume of both residential and commercial properties developed by us, as a result, we reported a net loss of approximately $3.5 million for the nine months ended June 30,2020. In addition, as of June 30 2020, we had an approximately $140.8 million working capital deficit. The deficit increased by $111.1 million as compared to a deficit of $29.7 million as of September 30, 2019. Based on assessment of current economic environment, customer demand and sales trend, and the negative impact from COVID-19 outbreak and spread, we believe that the real estate market downturn will continue to be uncertain in the coming months and we may not be able to liquidate our large balance of completed real estate property within the next 12 months as we originally expected. Therefore, approximately $95.8 million completed real estate property originally recorded under our current assets as of September 30, 2019 has been reclassified as non-current assets as of June 30, 2020. In addition, as of June 30, 2020, we had large construction loans payable balance of approximately $88.5 million with maturity less than one year and large accounts payable balance of approximately $27.0 million to be paid to subcontractors within one year. These factors led to our working capital deficit of approximately $140.8 million as of June 30, 2020. The above mentioned facts raised substantial doubt about the Company's ability to continue as a going concern for the next 12 months from the date of this filing.
In assessing its liquidity, management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. As of June 30, 2020, our total cash and restricted cash balance decreased to approximately $3.8 million as compared to approximately $4.2 million as of September 30, 2019. With respect to capital funding requirements, the Company budgeted our capital spending based on ongoing assessments of needs to maintain adequate cash. As of June 30, 2020, we had approximately $107.9 million completed residential apartments and commercial units available for sale to potential buyers when needed (including approximately $12.1 million current portion and approximately $95.8 million non-current portion of real estate property development completed). For the current portion of $12.1 million completed residential apartments and commercial units, we estimate we will be able to substantially sell them within one year to generate cash to be used in our operations and funding our other real estate projects under development. Although we reported approximately $27.0 million accounts payable as of June 30, 2020, due to the long term relationship with our construction suppliers and subcontractors, we were able to effectively manage cash spending on construction and negotiate with them to adjust the payment schedule based on our cash on hand. In addition, most of our existing real estate development projects related to old town renovation which are supported by local government. As of June 30, 2020, we reported approximately $88.5 million short-term construction loans and approximately $17.1 million long-term construction loans borrowed from financial institutions controlled by local government and such loans can only be used on old town renovation related project development. We expect that we will be able to renew all of the existing construction loans upon their maturity and borrow additional new loans from local financial institutions when necessary, based on our past experience and the Company’s good credit history. Also, the Company’s cash flows from pre-sales and current sales should provide financial support for our current developments and operations. As of June 30, 2020, we had approximately $19.2 million customer deposits (including approximately $18.3 million short-term and approximately $0.9 million non-current customer deposits) representing cash advance from buyers for pre-sales of our residential units and we believe such cash advance can be used to fund our ongoing construction projects whenever necessary. During the nine months ended June 30, 2020, we had five large ongoing construction projects (see Note 3, real estate property under development) which were under preliminary development stage due to delayed inspection and acceptance of the development plans by local government. In June 2020, we completed the residence relocation surrounding Liangzhou Road related projects and expects to construct the Liangzhou Road related projects starting from the fourth quarter of fiscal year 2020. For other four projects, we expect we will be able to obtain government’s approval of the development plans on these projects before the end of fiscal year 2020, and start the pre-sale of the real estate property to generate cash when certain property development milestones have been achieved. For the nine months ended June 30, 2020 and 2019, the Company had positive cash flow from operating activities. In addition, our principal shareholder, Mr. Xiaojun Zhu has been providing and has committed to continue to provide his personal funds to support the Company’s operation whenever necessary. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Amid the COVID-19 outbreak and spread, we have resumed our business activities in early March 2020 and we expect the negative impact of the COVID-19 coronavirus outbreak on our business to be temporary and our sales activities have started to run as normal, which will help us to increase our real estate proper sales in the upcoming months. During the period from February to June 2020, in response to COVID-19 outbreak, various level of government bodies have implemented credit release polices to encourage residential real estate property purchase. The real estate market transaction volume is expected to slowly recover during the latter half of 2020. Due to the effects of the outbreak of COVID-19 discussed above, to the extent that we experience a more adverse operating environment, incur unanticipated capital expenditures, or if we decide to accelerate our growth, then additional financing may be required. Currently, we are working to improve our liquidity and capital sources primarily through financial support from our principal shareholder and debt or equity financing. In order to fully implement our business plan and sustain continued growth, we may also need to raise capital from outside investors. Our expectation, therefore, is that we will seek to access the capital markets in both the U.S. and China to obtain the funds as needed. At the present time, however, we do not have commitments of funds from any third party. No assurance can be given that additional financing, if required, would be available on favorable terms or at all. Based on above reasons, there is a substantial doubt about the Company's ability to continue as a going concern for the next 12 months from the date of this filing. Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of China HGS Real Estate Inc. (the “Company” or “China HGS”), China HGS Investment Inc. (“HGS Investment”), Shaanxi HGS Management and Consulting Co., Ltd. (“Shaanxi HGS”) and its variable interest entity (“VIE”), Shaanxi Guangsha Investment and Development Group Co., Ltd. (“Guangsha”). All inter-company transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, and disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates are used for, but not limited to, the assumptions and estimates used by management in recognizing development revenue under the percentage of completion method, the selection of the useful lives of property and equipment, impairment provision on real estate property development completed and real estate property under development, provision necessary for contingent liabilities, revenue recognition, taxes and budgeted costs. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent. Actual results could differ from these estimates. Fair value of financial instruments The Company follows the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. It clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1‑Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2‑Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3‑Inputs are unobservable inputs which reflect the reporting entity’s own assumptions or what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the accompanying condensed consolidated balance sheets for cash, restricted cash and all other current assets, security deposits for land use rights, loans and all current liabilities approximate their fair value based on the short-term maturity of these instruments. The fair value of the long term customer, construction and security deposits approximate their carrying amounts because the deposits are received in cash. It was impractical to estimate the fair value of the amount due from the local government and the long term other loans payable. Revenue recognition Most of the Company’s revenue is derived from real estate sales of condominiums and commercial property in the PRC. The majority of the Company’s contracts contain a single performance obligations involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset. Under percentage completion method, revenue and profit from the sales of long term real estate development properties is recognized by the percentage of completion method on the sale of individual units when all the following criteria are met:
If any of the above criteria is not met, proceeds shall be accounted for as deposits until the criteria are met. Under the percentage of completion method, revenues from individual real estate condominium units sold under development and related costs are recognized over the course of the construction period, based on the completion progress of a project. The progress towards complete satisfaction of the performance obligation is measured based on the Company’s efforts or inputs to the satisfaction of the performance obligation, by reference to the contract costs incurred up to the end of reporting period as a percentage of total estimated costs for each contract. In relation to any project, revenue is determined by calculating the ratio of incurred costs, including land use rights costs and construction costs, to total estimated costs and applying that ratio to the contracted sales amounts. Cost of sales is recognized by determining the ratio of contracted sales during the period to total estimated sales value, and applying that ratio to the incurred costs. Current period amounts are calculated based on the difference between the life-to-date project totals and the previously recognized amounts. Any changes in significant judgments and/or estimates used in determining construction and development revenue could significantly change the timing or amount of construction and development revenue recognized. Changes in total estimated project costs or losses, if any, are recognized in the period in which they are determined. Revenue from the sales of completed real estate condominium units is recognized at the time of the closing of an individual unit sale. This occurs when the customer obtains the physical possession, the legal title, or the significant risks and rewards of ownership of the assets and the Company has present right to payment and the collection of the consideration is probable. For municipal road construction projects, fees are generally recognized at the time of the projects are completed. Disaggregation of Revenues Disaggregated revenues was as follows:
Contract balances Timing of revenue recognition may differ from the timing of billing and cash receipts from customers. The Company records a contract asset when revenue is recognized prior to invoicing, or a contract liability when cash is received in advance of recognizing revenue. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets include billed and billable receivables, which are the Company’s unconditional rights to consideration other than to the passage of time. Contract liabilities include cash collected in excess of revenues. Customer deposits are excluded from contract liabilities. The Company has elected to apply the optional practical expedient for costs to obtain a contract which allows the Company to immediately expense sales commissions (included under selling expenses) because the amortization period of the asset that the Company otherwise would have used is one year or less. Contract assets and liabilities are generally classified as current based on our contract operating cycle. The Company provides “mortgage loan guarantees” only with respect to buyers who make down-payments of 20%‑50% of the total purchase price of the property. The period of the mortgage loan guarantee begins on the date the bank approves the buyer’s mortgage and we receive the loan proceeds in our bank account and ends on the date the “Certificate of Ownership” evidencing that title to the property has been transferred to the buyer. The procedures to obtain the Certificate of Ownership take Nine to twelve months (the “Mortgage Loan Guarantee Period”). If, after investigation of the buyer’s income and other relevant factors, the bank decides not to grant the mortgage loan, our mortgage-loan based sales contract terminates and there will be no guarantee obligation. If, during the Mortgage Loan Guarantee Period, the buyer defaults on his or her monthly mortgage payment for three consecutive months, we are required to return the loan proceeds back to the bank, although we have the right to keep the customer’s deposit and resell the property to a third party. Once the Certificate of Property has been issued by the relevant government authority, our loan guarantee terminates. If the buyer then defaults on his or her mortgage loan, the bank has the right to take the property back and sell it and use the proceeds to pay off the loan. The Company is not liable for any shortfall that the bank may incur in this event. To date, no buyer has defaulted on his or her mortgage payments during the Mortgage Loan Guarantee Period and the Company has not returned any loan proceeds pursuant to its mortgage loan guarantees. Foreign currency translation The Company’s financial information is presented in U.S. dollars. The functional currency of the Company’s operating subsidiaries is Renminbi (“RMB”), the currency of the PRC. The financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830‑30 “Translation of Financial Statements”. The financial information is first prepared in RMB and then is translated into U.S. dollars at year-end exchange rates as to assets and liabilities and average exchange rates as to revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income in stockholders’ equity.
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. Real estate property development completed and under development Real estate property consists of finished residential unit sites, commercial offices and residential unit sites under development. The Company leases the land for the residential unit sites under land use right leases with various terms from the PRC government. The cost of land use rights is included in the development cost and allocated to each project. Real estate property development completed and real estate property under development are stated at the lower of cost or fair value. Expenditures for land development, including cost of land use rights, deed tax, pre-development costs, and engineering costs, exclusive of depreciation, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales area of units to the estimated total sales area of the project (or phase of the project) multiplied by the total cost of the project (or phase of the project). Cost of amenities transferred to buyers is allocated to specific units as a component of total construction cost. The amenity cost includes landscaping, road paving, etc. Once the projects are completed, the amenities are under control of the property management companies. Real estate property development completed and real estate property under development are reclassified on the balance sheet into current and non-current portions based on the estimated date of construction completion and sales. The real estate property development completed classification is based on the estimated date that each property is expected to be sold within the Company’s normal operating cycle of the business and the Company’s sales plan. Real estate property development completed is classified as a current asset if the property is expected to be sold within the normal operating cycle of the business. Otherwise, it is classified as a non-current asset. The majority of real estate projects the Company has completed in the past were multi-layer or sub-high-rise real estate projects. The Company considers its normal operating cycle is 12 months. Real estate property development completed and under development are subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets. The Company reviewed all of its real estate projects for future losses and impairment by comparing the estimated future undiscounted cash flows for each project to the carrying value of such project. The Company continues to assess the impairment provision when triggering events occur. For the three months and nine months ended June 30, 2020, the Company recognized $2,703,031 impairment losses for certain slow moving real estate property development completed. For the three months and nine months ended June 30, 2019, the Company did not recognize any impairment for real estate property under development or completed. Capitalization of Interest Interest incurred during and directly related to real estate development projects is capitalized to the related real estate property under development during the active development period, which generally commences when borrowings are used to acquire real estate assets and ends when the properties are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. Interest capitalized to real estate property under development is recorded as a component of cost of real estate sales when related units are sold. All other interest is expensed as incurred. For the three and nine months ended June 30, 2020, the total interest capitalized in the real estate property development was $1,697,227 and $5,157,611, respectively. For the three and nine months ended June 30, 2019, the total interest capitalized in the real estate property development was $1,857,424 and $5,403,867, respectively Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally determined by using the asset's expected future discounted cash flows or market value. The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary. Income taxes Deferred tax assets and liabilities are 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. ASC 740-10-25 prescribes a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There are no material uncertain tax positions as of June 30, 2020 and September 30, 2019 The Company is a corporation organized under the laws of the State of Florida. However, all of the Company’s operations are conducted solely by its subsidiaries in the PRC. No income is earned in the United States and the management does not repatriate any earnings outside the PRC. As a result, the Company did not generate any U.S. taxable income for the three and nine months ended June 30,2020 and 2019. As of June 30, 2020, the tax years ended September 30, 2010 through September 30, 2019 for the Company’s PRC entities remain open for statutory examination by PRC tax authorities. The parent Company China HGS Real Estate Inc.’s both U.S. federal tax returns and Florida state tax returns are delinquent since 2009 and accordingly all of these tax returns remain open for statutory examination by U.S. federal and state tax authorities. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. Due to the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded accrued amounts in our consolidated financial statements as of June 30, 2020 and September 30, 2019, including an approximately $2.3 million provision on the deemed repatriation of undistributed foreign earnings and an additional $0.9 million provision for delinquent U.S. and State tax fillings. Land appreciation tax (“LAT”) In accordance with the relevant taxation laws in the PRC, the Company is subject to LAT based on progressive rates ranging from 30% to 60% on the appreciation of land value, which is calculated as the proceeds of sales of properties less deductible expenditures including borrowing costs and all property development expenditures. LAT is exempted if the appreciation values do not exceed certain thresholds specified in the relevant tax laws. The whole project must be completed before the LAT obligation can be assessed. Accordingly, the Company should record the liability and the total related expense at the completion of a project unless the tax authorities impose an assessment at an earlier date. The methods to implement this tax law vary among different geographic areas. Hanzhong, where the project Mingzhu Garden, Nan Dajie and Central Plaza are located, implements this tax rule by requiring real estate companies prepay the LAT based upon customer deposits received. The tax rate in Hanzhong is 1%. Yang County, where the project Yangzhou Pearl Garden and Yangzhou Palace are located, requires a tax rate of 0.5%. Comprehensive income (loss) In accordance with ASC 220-10-55, comprehensive income (loss) is defined as all changes in equity except those resulting from investments by owners and distributions to owners. The Company’s only components of comprehensive income (loss) for the three and nine months ended June 30,2020 and 2019 were net income (loss) and foreign currency translation adjustments. Basic and diluted earnings (loss) per share The Company computes earnings (loss) per share (“EPS”) in accordance with the ASC 260, “Earnings per share”, which requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There was no anti-dilutive share for the three and nine months ended June 30, 2020 and 2019. Concentration risk The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. All of the Company’s cash is maintained with state-owned banks within the People’s Republic of China of which no deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts The Company is dependent on third-party sub-contractors, manufacturers, and distributors for all construction services and supply of construction materials. For the three and nine months ended June 30, 2020 and 2019, no single supplier accounted for more than 10% of the Company’s total project expenditures. Recent Accounting Pronouncements In June 2016, the FASB amended guidance related to the impairment of financial instruments as part of ASU2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2020. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarified that receivables from operating leases are not within the scope of Topic 326 and instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842. On May 15, 2019, the FASB issued ASU 2019-05, 9 which provides transition relief for entities adopting the Board's credit losses standard, ASU 2016-13. Specifically, ASU 2019-05 amends ASU 2016-13 to allow companies to irrevocably elect, upon adoption of ASU 2016-13, the fair value option for financial instruments that (1) were previously recorded at amortized cost and (2) are within the scope of the credit losses guidance in ASC 326-20, (3) are eligible for the fair value option under ASC 825-10, and (4) are not held-to-maturity debt securities. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim periods therein. An entity may early adopt the ASU in any interim period after its issuance if the entity has adopted ASU 2016-13. For all other entities, the effective date will be the same as the effective date of ASU 2016-13. In January 2020, the FASB issued ASU 2020-2, "Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), February 2020" ("ASU 2020-02"). ASU 2020-02 added and amended SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 119, related to the new credit losses standard, and comments by the SEC staff related to the revised effective date of the new leases standard. This ASU is effective upon issuance. The Company is evaluating the impact this ASU will have on its consolidated financial statements.
In August 2018, the FASB Accounting Standards Board issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for all entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company does not expect this guidance will have a material impact on its consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, which is fiscal 2022 for us, with early adoption permitted. The Company does not expect adoption of the new guidance to have a significant impact on our financial statements. |
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REAL ESTATE PROPERTY DEVELOPMENT COMPLETED AND UNDER DEVELOPMENT |
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| REAL ESTATE PROPERTY DEVELOPMENT COMPLETED AND UNDER DEVELOPMENT | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTY DEVELOPMENT COMPLETED AND UNDER DEVELOPMENT | NOTE 3. REAL ESTATE PROPERTY DEVELOPMENT COMPLETED AND UNDER DEVELOPMENT The following summarizes the components of real estate property development completed and under development As of June 30,2020 and September 30, 2019:
The Company’s development cost incurred on Liangzhou Road Project is treated as the Company’s deposit on purchasing the related land use rights, as agreed by the local government. As of June 30,2020, the actual costs incurred by the Company were $155,193,732 (September 30, 2019 - $146,958,903) and the incremental cost related to residence resettlement approved by the local government. The Company determined that the Company’s Investment in Liangzhou Road Project in exchange for interests in future land use rights is a barter transaction with commercial substance.
For the three months and nine months ended June 30, 2020, the Company recognized $2,703,031 impairment losses for certain slow moving real estate property development completed. For the three months and nine months ended June 30, 2019, the Company did not recognize any impairment for real estate property under development or completed. The Company will continue to assess the impairment provision for the year ended September 30, 2020.
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CONSTRUCTION LOANS |
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| CONSTRUCTION LOANS | NOTE 4. CONSTRUCTION LOANS
(i) On June 26, 2015 and March 10, 2016, the Company signed phase I and Phase II agreements with Hanzhong Urban Construction Investment Development Co., Ltd, a state owned Company, to borrow up to approximately $109.7 million (RMB 775,000,000) for a long term loan at 4.75% interest per year to develop Liangzhou Road Project. As of June 30, 2020, the Company borrowed $88,845,432 under this credit line (September 30, 2019‑ $90,186,614) with final due date in October 2021. The loan is guaranteed by Hanzhong City Hantai District Municipal Government and pledged by the Company’s Yang County Yangzhou Palace project with carrying value of $49,818,287 as of June 30, 2020 (September 30, 2019‑ $52,342,164). In addition, the Company was required to provide a security deposit for the loan received. As of June 30,2020, the security deposits paid were $2,830,816 (September 30, 2019 - $5,174,014) for loans received. For the three and nine months ended June 30, 2020, interest paid was $1,565,156 and $4,761,043 (2019- $1,692,826 and $4,986,267), respectively, which was capitalized in to the development cost of Liangzhou road project. Due to local government’s delay in reallocation of residence in Liangzhou Road and related area, the Hanzhong Urban Construction Investment Development Co., Ltd has not released all the funds available in this loan to the Company and the Company’s withdraw will be based on the project’s development progress. The total required loan repayment schedule assuming total loan proceeds are borrowed are listed below:
(ii) In December 2016, the Company signed a loan agreement with Hantai District Urban Construction Investment Development Co., Ltd, a state owned Company, to borrow up to approximately $17 million (RMB 119,000,000) for the development of Hanzhong City Liangzhou Road project. As of June 30, 2020, the balance of loan was $16,805,023 (September 30, 2019 -$16,610,822). The loan carries interest at a fixed interest of 1.2% and is due on June 20, 2031. The Company is required to repay the loan by equal annual principal repayment of approximately $3.4 million from December 2027 through June 2031. The Company pledged the assets of Liangzhou Road related projects with carrying value of $155,193,732 as collateral for the loan. Total interest of $51,502 and $154,463 for the three and nine months ended June 30, 2020 (2019- $53,516 and $158,632) , respectively, were capitalized in to the development cost of Hanzhong City Liangzhou Road project.
Additionally, in September 2017, the Urban Development Center Co., Ltd. approved a construction loan for the Company in the amount of approximately $25 million (RMB 175,000,000) with an annual interest rate of 1.2% per year in connection with the Liangzhou Road and related Project. The Company is required to repay the loan by equal annual principal repayment of approximately $5 million from December 2027 through May 2031. The amount of this loan is available to be drawn down as soon as the land use rights of the Liangzhou Road is approved and the construction starts, which is expected to begin in the 2019. Interest charge for three and nine months ended June 30, 2020 was $75,739 and $227,152 (2019- $78,699 and $233,282), respectively, which was included in the construction capitalized costs. |
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CUSTOMER DEPOSITS |
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| CUSTOMER DEPOSITS | NOTE 5. CUSTOMER DEPOSITS Customer deposits consist of amounts received from customers for the pre-sale of residential units in the PRC. The detail of customer deposits is as follows:
Customer deposits are typically 10% - 20% of the unit price for those customers who purchase properties in cash and 30%‑50% of the unit price for those customers who purchase properties with mortgages. Buyers with mortgage loans pay customer deposits. The banks provide the balance of the funding to the Company upon consummation of the sales. The banks hold the properties as collateral for customers’ mortgage loans. If the customers default, the bank will repossess the collateral properties. Except during the Mortgage Loan Guarantee Period of approximately nine to twelve months, the banks have no recourse to the Company for customers’ defaults. As of June 30, 2020 and September 30, 2019, approximately $3.3 million and $3.9 million was guaranteed by the Company, respectively. |
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SHAREHOLDER'S LOANS |
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| SHAREHOLDER'S LOANS | NOTE 6. SHAREHOLDER’S LOANS
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TAXES |
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| TAXES | NOTE 7. TAXES (A) Business sales tax and VAT The Company is subject to a 5% business sales tax on revenue. It is the Company’s continuing practice to recognize the 5% business sales tax based on revenue as a cost of sales as the revenue is recognized. As of June 30,2020, the Company had business sales tax payable of $6,334,324 (September 30, 2019 - $7,819,884), which is expected to be paid when the projects are completed and assessed by the local tax authority. In May of 2016, the Business Tax has been incorporated into Value Added Tax in China, which means there will be no more Business Tax and accordingly some business operations previously taxed in the name of Business Tax will be taxed in the manner of VAT thereafter. The Company is subject to 5% of VAT for its all existing real estate project based on the local tax authority’s practice. (B) Corporate income taxes (“CIT”) The Company’s PRC subsidiaries and VIE are governed by the Income Tax Law of the People’s Republic of China concerning the privately run enterprises, which are generally subject to income tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. However, as approved by the local tax authority of Hanzhong City, the Company’s CIT was assessed annually at a pre-determined fixed rate as an incentive to stimulate the local economy and encourage entrepreneurship. The local income tax rate in Hanzhong is 2.5% and in Yang County is 1.25% on revenue for the year ended September 30, 2017. Starting from fiscal 2019, the Company’s CIT changed to 25% on taxable income. The change in the income tax policy could negatively affect the Company’s net income in future years. Although the possibility exists for reinterpretation of the application of the tax regulations by higher tax authorities in the PRC, potentially overturning the decision made by the local tax authority, the Company has not experienced any reevaluation of the income taxes for prior years. The PRC tax rules are different from the local tax rules and the Company is required to comply with local tax rules. The difference between the two tax rules will not be a liability of the Company. There will be no further tax payments for the difference. As of June 30,2020 and September 30, 2019, the Company’s income tax payable balances were $11,558,454 and $11,720,848, respectively. There was no interest and penalty accrued as of June 30, 2020 because the Company has not received any penalty and interest charge notice from local tax authorities. The Company expects to pay off the income tax payable balance when the related real estate projects are completely sold. As of June 30,2020, the deferred tax asset balance amounted to $265,238 related to the loss incurred. As of September 30, 2019, the deferred tax asset balance was Nil. The following table reconciles the statutory rates to the Company’s effective tax rate for the three and nine months ended June 30,2020 and 2019:
*Valuation allowance change and other adjustments for the three and nine months ended June 30,2020 and 2019 were primarily related to valuation allowance changes on historical losses.
Income tax expense for the three and nine months ended June 30, 2020 and 2019 is summarized as follows:
Recent U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years or in a single lump sum. The U.S. Tax Reform also includes provisions for a new tax on GILTI effective for tax years of foreign corporations beginning after December 31, 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of controlled foreign corporations (“CFCs”), subject to the possible use of foreign tax credits and a deduction equal to 50 percent to offset the income tax liability, subject to some limitations. As of June 30,2020 and September 30, 2019, the Company recognized a one-time transition toll tax liability of approximately $2.3 million that represented management’s estimate of the amount of U.S. corporate income tax based on the deemed repatriation to the United States of the Company’s share of previously deferred earnings of certain non-U.S. subsidiaries and VIE of the Company mandated by the U.S. Tax Reform. The Company’s estimate of the one-time transition toll Tax is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the Tax Act and amounts related to the earnings and profits of certain foreign VIEs and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the Tax Act may require further adjustments and changes in our estimates. The Company provided an additional $0.9 million tax provision due to delinquent U.S. tax return fillings. (C) Land Appreciation Tax (“LAT”) Since January 1, 1994, LAT has been applicable at progressive tax rates ranging from 30% to 60% on the appreciation of land values, with an exemption provided for the sales of ordinary residential properties if the appreciation values do not exceed certain thresholds specified in the relevant tax laws. However, the Company’s local tax authority in Hanzhong City has not imposed the regulation on real estate companies in its area of administration. Instead, the local tax authority has levied the LAT at the rate of 0.5% in Yang County and 1.0% in Hanzhong against total cash receipts from sales of real estate properties, rather than according to the progressive rates. As at June 30,2020 and September 30, 2019, the outstanding LAT payable balance was Nil with respect to completed real estate properties sold up to June 30,2020 and September 30, 2019. (D) Taxes payable consisted of the following:
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COMMITMENTS AND CONTINGENCIES |
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| COMMITMENTS AND CONTINGENCIES | |
| COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows. As an industry practice, the Company provides guarantees to PRC banks with respect to loans procured by the purchasers of the Company’s real estate properties for the total mortgage loan amount until the completion of obtaining the “Certificate of Ownership” of the properties from the government, which generally takes nine to twelve months. Because the banks provide loan proceeds without getting the “Certificate of Ownership” as loan collateral during this nine to twelve months’ period, the mortgage banks require the Company to maintain, as restricted cash, 5% to 10% of the mortgage proceeds as security for the Company’s obligations under such guarantees. If a purchaser defaults on its payment obligations, the mortgage bank may deduct the delinquent mortgage payment from the security deposit and require the Company to pay the excess amount if the delinquent mortgage payments exceed the security deposit. If the delinquent mortgage payments exceed the security deposit, the banks may require us to pay the excess amount. If multiple purchasers default on their payment obligations at around the same time, we will be required to make significant payments to the banks to satisfy our guarantee obligations. If we are unable to resell the properties underlying defaulted mortgages on a timely basis or at prices higher than the amounts of our guarantees and related expenses, we will suffer financial losses. The Company has made necessary reserves in its restricted cash account to cover any potential mortgage defaults as required by the mortgage lenders. The Company has not experienced any delinquent mortgage loans and has not experienced any losses related to this guarantee. As of June 30, 2020 and September 30, 2019, our outstanding guarantees in respect of our customers' mortgage loans amounted to approximately $66 million. As of June 30, 2020 and September 30, 2019, the amount of security deposits provided for these guarantees was approximately $3.3 million and $3.9 million respectively and the Company believes that such reserves are sufficient. |
PENDING NASDAQ COMPLIANCE ISSUE |
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| PENDING NASDAQ COMPLIANCE ISSUE | |
| PENDING NASDAQ COMPLIANCE ISSUE | NOTE 9. PENDING NASDAQ COMPLIANCE ISSUE On June 21, 2019, the “Company received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is no longer in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed companies to maintain a minimum bid price of $1.00 per share. The letter noted that the bid price of the Company’s common stock was below $1.00 for the 30-day period ending June 20, 2019. The notification letter has no immediate effect on the Company’s listing on the Nasdaq Capital Market. Nasdaq has provided the Company with 180 days, or until January 14, 2020, to regain compliance with the minimum bid price requirement by having a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. On December 19, 2019, Nasdaq determined that the Company is eligible for an additional 180 calendar day period, or until June 15, 2020, to regain compliance. Given the extraordinary market conditions caused by COVID-19, Nasdaq has determined to toll the compliance periods for bid price and market value of publicly held shares requirements through June 30, 2020. In that regard, on April 16, 2020, Nasdaq filed an immediately effective rule change with the Securities and Exchange Commission. Accordingly, the Company has until August 31, 2020, to regain compliance. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Principles of consolidation | Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of China HGS Real Estate Inc. (the “Company” or “China HGS”), China HGS Investment Inc. (“HGS Investment”), Shaanxi HGS Management and Consulting Co., Ltd. (“Shaanxi HGS”) and its variable interest entity (“VIE”), Shaanxi Guangsha Investment and Development Group Co., Ltd. (“Guangsha”). All inter-company transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. |
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| Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, and disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates are used for, but not limited to, the assumptions and estimates used by management in recognizing development revenue under the percentage of completion method, the selection of the useful lives of property and equipment, impairment provision on real estate property development completed and real estate property under development, provision necessary for contingent liabilities, revenue recognition, taxes and budgeted costs. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent. Actual results could differ from these estimates. |
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| Fair value of financial instruments | Fair value of financial instruments The Company follows the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. It clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1‑Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2‑Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3‑Inputs are unobservable inputs which reflect the reporting entity’s own assumptions or what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the accompanying condensed consolidated balance sheets for cash, restricted cash and all other current assets, security deposits for land use rights, loans and all current liabilities approximate their fair value based on the short-term maturity of these instruments. The fair value of the long term customer, construction and security deposits approximate their carrying amounts because the deposits are received in cash. It was impractical to estimate the fair value of the amount due from the local government and the long term other loans payable. |
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| Revenue recognition | Revenue recognition Most of the Company’s revenue is derived from real estate sales of condominiums and commercial property in the PRC. The majority of the Company’s contracts contain a single performance obligations involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset. Under percentage completion method, revenue and profit from the sales of long term real estate development properties is recognized by the percentage of completion method on the sale of individual units when all the following criteria are met:
If any of the above criteria is not met, proceeds shall be accounted for as deposits until the criteria are met. Under the percentage of completion method, revenues from individual real estate condominium units sold under development and related costs are recognized over the course of the construction period, based on the completion progress of a project. The progress towards complete satisfaction of the performance obligation is measured based on the Company’s efforts or inputs to the satisfaction of the performance obligation, by reference to the contract costs incurred up to the end of reporting period as a percentage of total estimated costs for each contract. In relation to any project, revenue is determined by calculating the ratio of incurred costs, including land use rights costs and construction costs, to total estimated costs and applying that ratio to the contracted sales amounts. Cost of sales is recognized by determining the ratio of contracted sales during the period to total estimated sales value, and applying that ratio to the incurred costs. Current period amounts are calculated based on the difference between the life-to-date project totals and the previously recognized amounts. Any changes in significant judgments and/or estimates used in determining construction and development revenue could significantly change the timing or amount of construction and development revenue recognized. Changes in total estimated project costs or losses, if any, are recognized in the period in which they are determined. Revenue from the sales of completed real estate condominium units is recognized at the time of the closing of an individual unit sale. This occurs when the customer obtains the physical possession, the legal title, or the significant risks and rewards of ownership of the assets and the Company has present right to payment and the collection of the consideration is probable. For municipal road construction projects, fees are generally recognized at the time of the projects are completed. Disaggregation of Revenues Disaggregated revenues was as follows:
Contract balances Timing of revenue recognition may differ from the timing of billing and cash receipts from customers. The Company records a contract asset when revenue is recognized prior to invoicing, or a contract liability when cash is received in advance of recognizing revenue. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets include billed and billable receivables, which are the Company’s unconditional rights to consideration other than to the passage of time. Contract liabilities include cash collected in excess of revenues. Customer deposits are excluded from contract liabilities. The Company has elected to apply the optional practical expedient for costs to obtain a contract which allows the Company to immediately expense sales commissions (included under selling expenses) because the amortization period of the asset that the Company otherwise would have used is one year or less. Contract assets and liabilities are generally classified as current based on our contract operating cycle. The Company provides “mortgage loan guarantees” only with respect to buyers who make down-payments of 20%‑50% of the total purchase price of the property. The period of the mortgage loan guarantee begins on the date the bank approves the buyer’s mortgage and we receive the loan proceeds in our bank account and ends on the date the “Certificate of Ownership” evidencing that title to the property has been transferred to the buyer. The procedures to obtain the Certificate of Ownership take Nine to twelve months (the “Mortgage Loan Guarantee Period”). If, after investigation of the buyer’s income and other relevant factors, the bank decides not to grant the mortgage loan, our mortgage-loan based sales contract terminates and there will be no guarantee obligation. If, during the Mortgage Loan Guarantee Period, the buyer defaults on his or her monthly mortgage payment for three consecutive months, we are required to return the loan proceeds back to the bank, although we have the right to keep the customer’s deposit and resell the property to a third party. Once the Certificate of Property has been issued by the relevant government authority, our loan guarantee terminates. If the buyer then defaults on his or her mortgage loan, the bank has the right to take the property back and sell it and use the proceeds to pay off the loan. The Company is not liable for any shortfall that the bank may incur in this event. To date, no buyer has defaulted on his or her mortgage payments during the Mortgage Loan Guarantee Period and the Company has not returned any loan proceeds pursuant to its mortgage loan guarantees. |
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| Foreign currency translation | Foreign currency translation The Company’s financial information is presented in U.S. dollars. The functional currency of the Company’s operating subsidiaries is Renminbi (“RMB”), the currency of the PRC. The financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830‑30 “Translation of Financial Statements”. The financial information is first prepared in RMB and then is translated into U.S. dollars at year-end exchange rates as to assets and liabilities and average exchange rates as to revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income in stockholders’ equity.
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. |
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| Real estate property development completed and under development | Real estate property development completed and under development Real estate property consists of finished residential unit sites, commercial offices and residential unit sites under development. The Company leases the land for the residential unit sites under land use right leases with various terms from the PRC government. The cost of land use rights is included in the development cost and allocated to each project. Real estate property development completed and real estate property under development are stated at the lower of cost or fair value. Expenditures for land development, including cost of land use rights, deed tax, pre-development costs, and engineering costs, exclusive of depreciation, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales area of units to the estimated total sales area of the project (or phase of the project) multiplied by the total cost of the project (or phase of the project). Cost of amenities transferred to buyers is allocated to specific units as a component of total construction cost. The amenity cost includes landscaping, road paving, etc. Once the projects are completed, the amenities are under control of the property management companies. Real estate property development completed and real estate property under development are reclassified on the balance sheet into current and non-current portions based on the estimated date of construction completion and sales. The real estate property development completed classification is based on the estimated date that each property is expected to be sold within the Company’s normal operating cycle of the business and the Company’s sales plan. Real estate property development completed is classified as a current asset if the property is expected to be sold within the normal operating cycle of the business. Otherwise, it is classified as a non-current asset. The majority of real estate projects the Company has completed in the past were multi-layer or sub-high-rise real estate projects. The Company considers its normal operating cycle is 12 months. Real estate property development completed and under development are subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets. The Company reviewed all of its real estate projects for future losses and impairment by comparing the estimated future undiscounted cash flows for each project to the carrying value of such project. The Company continues to assess the impairment provision when triggering events occur. For the three months and nine months ended June 30, 2020, the Company recognized $2,703,031 impairment losses for certain slow moving real estate property development completed. For the three months and nine months ended June 30, 2019, the Company did not recognize any impairment for real estate property under development or completed. |
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| Capitalization of Interest | Capitalization of Interest Interest incurred during and directly related to real estate development projects is capitalized to the related real estate property under development during the active development period, which generally commences when borrowings are used to acquire real estate assets and ends when the properties are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. Interest capitalized to real estate property under development is recorded as a component of cost of real estate sales when related units are sold. All other interest is expensed as incurred. For the three and nine months ended June 30, 2020, the total interest capitalized in the real estate property development was $1,697,227 and $5,157,611, respectively. For the three and nine months ended June 30, 2019, the total interest capitalized in the real estate property development was $1,857,424 and $5,403,867, respectively |
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| Impairment of long-lived assets | Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally determined by using the asset's expected future discounted cash flows or market value. The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary. |
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| Income taxes | Income taxes Deferred tax assets and liabilities are 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. ASC 740-10-25 prescribes a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There are no material uncertain tax positions as of June 30, 2020 and September 30, 2019 The Company is a corporation organized under the laws of the State of Florida. However, all of the Company’s operations are conducted solely by its subsidiaries in the PRC. No income is earned in the United States and the management does not repatriate any earnings outside the PRC. As a result, the Company did not generate any U.S. taxable income for the three and nine months ended June 30,2020 and 2019. As of June 30, 2020, the tax years ended September 30, 2010 through September 30, 2019 for the Company’s PRC entities remain open for statutory examination by PRC tax authorities. The parent Company China HGS Real Estate Inc.’s both U.S. federal tax returns and Florida state tax returns are delinquent since 2009 and accordingly all of these tax returns remain open for statutory examination by U.S. federal and state tax authorities. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. Due to the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded accrued amounts in our consolidated financial statements as of June 30, 2020 and September 30, 2019, including an approximately $2.3 million provision on the deemed repatriation of undistributed foreign earnings and an additional $0.9 million provision for delinquent U.S. and State tax fillings. |
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| Land appreciation tax ("LAT") | Land appreciation tax (“LAT”) In accordance with the relevant taxation laws in the PRC, the Company is subject to LAT based on progressive rates ranging from 30% to 60% on the appreciation of land value, which is calculated as the proceeds of sales of properties less deductible expenditures including borrowing costs and all property development expenditures. LAT is exempted if the appreciation values do not exceed certain thresholds specified in the relevant tax laws. The whole project must be completed before the LAT obligation can be assessed. Accordingly, the Company should record the liability and the total related expense at the completion of a project unless the tax authorities impose an assessment at an earlier date. The methods to implement this tax law vary among different geographic areas. Hanzhong, where the project Mingzhu Garden, Nan Dajie and Central Plaza are located, implements this tax rule by requiring real estate companies prepay the LAT based upon customer deposits received. The tax rate in Hanzhong is 1%. Yang County, where the project Yangzhou Pearl Garden and Yangzhou Palace are located, requires a tax rate of 0.5%. |
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| Comprehensive income (loss) | Comprehensive income (loss) In accordance with ASC 220-10-55, comprehensive income (loss) is defined as all changes in equity except those resulting from investments by owners and distributions to owners. The Company’s only components of comprehensive income (loss) for the three and nine months ended June 30,2020 and 2019 were net income (loss) and foreign currency translation adjustments. |
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| Basic and diluted earnings (loss) per share | Basic and diluted earnings (loss) per share The Company computes earnings (loss) per share (“EPS”) in accordance with the ASC 260, “Earnings per share”, which requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There was no anti-dilutive share for the three and nine months ended June 30, 2020 and 2019. |
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| Concentration risk | Concentration risk The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. All of the Company’s cash is maintained with state-owned banks within the People’s Republic of China of which no deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts The Company is dependent on third-party sub-contractors, manufacturers, and distributors for all construction services and supply of construction materials. For the three and nine months ended June 30, 2020 and 2019, no single supplier accounted for more than 10% of the Company’s total project expenditures. |
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| Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB amended guidance related to the impairment of financial instruments as part of ASU2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2020. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarified that receivables from operating leases are not within the scope of Topic 326 and instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842. On May 15, 2019, the FASB issued ASU 2019-05, 9 which provides transition relief for entities adopting the Board's credit losses standard, ASU 2016-13. Specifically, ASU 2019-05 amends ASU 2016-13 to allow companies to irrevocably elect, upon adoption of ASU 2016-13, the fair value option for financial instruments that (1) were previously recorded at amortized cost and (2) are within the scope of the credit losses guidance in ASC 326-20, (3) are eligible for the fair value option under ASC 825-10, and (4) are not held-to-maturity debt securities. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim periods therein. An entity may early adopt the ASU in any interim period after its issuance if the entity has adopted ASU 2016-13. For all other entities, the effective date will be the same as the effective date of ASU 2016-13. In January 2020, the FASB issued ASU 2020-2, "Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), February 2020" ("ASU 2020-02"). ASU 2020-02 added and amended SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 119, related to the new credit losses standard, and comments by the SEC staff related to the revised effective date of the new leases standard. This ASU is effective upon issuance. The Company is evaluating the impact this ASU will have on its consolidated financial statements.
In August 2018, the FASB Accounting Standards Board issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for all entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company does not expect this guidance will have a material impact on its consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, which is fiscal 2022 for us, with early adoption permitted. The Company does not expect adoption of the new guidance to have a significant impact on our financial statements. |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Disaggregated revenues |
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| Schedule of Currency exchange rate |
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REAL ESTATE PROPERTY DEVELOPMENT COMPLETED AND UNDER DEVELOPMENT (Tables) |
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| REAL ESTATE PROPERTY DEVELOPMENT COMPLETED AND UNDER DEVELOPMENT | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Components of components of real estate property development completed and under development |
The Company’s development cost incurred on Liangzhou Road Project is treated as the Company’s deposit on purchasing the related land use rights, as agreed by the local government. As of June 30,2020, the actual costs incurred by the Company were $155,193,732 (September 30, 2019 - $146,958,903) and the incremental cost related to residence resettlement approved by the local government. The Company determined that the Company’s Investment in Liangzhou Road Project in exchange for interests in future land use rights is a barter transaction with commercial substance.
For the three months and nine months ended June 30, 2020, the Company recognized $2,703,031 impairment losses for certain slow moving real estate property development completed. For the three months and nine months ended June 30, 2019, the Company did not recognize any impairment for real estate property under development or completed. The Company will continue to assess the impairment provision for the year ended September 30, 2020. |
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CONSTRUCTION LOANS (Tables) |
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| Schedule of Long-term Debt Instruments |
(i) On June 26, 2015 and March 10, 2016, the Company signed phase I and Phase II agreements with Hanzhong Urban Construction Investment Development Co., Ltd, a state owned Company, to borrow up to approximately $109.7 million (RMB 775,000,000) for a long term loan at 4.75% interest per year to develop Liangzhou Road Project. As of June 30, 2020, the Company borrowed $88,845,432 under this credit line (September 30, 2019‑ $90,186,614) with final due date in October 2021. The loan is guaranteed by Hanzhong City Hantai District Municipal Government and pledged by the Company’s Yang County Yangzhou Palace project with carrying value of $49,818,287 as of June 30, 2020 (September 30, 2019‑ $52,342,164). In addition, the Company was required to provide a security deposit for the loan received. As of June 30,2020, the security deposits paid were $2,830,816 (September 30, 2019 - $5,174,014) for loans received. For the three and nine months ended June 30, 2020, interest paid was $1,565,156 and $4,761,043 (2019- $1,692,826 and $4,986,267), respectively, which was capitalized in to the development cost of Liangzhou road project. Due to local government’s delay in reallocation of residence in Liangzhou Road and related area, the Hanzhong Urban Construction Investment Development Co., Ltd has not released all the funds available in this loan to the Company and the Company’s withdraw will be based on the project’s development progress. The total required loan repayment schedule assuming total loan proceeds are borrowed are listed below:
(ii) In December 2016, the Company signed a loan agreement with Hantai District Urban Construction Investment Development Co., Ltd, a state owned Company, to borrow up to approximately $17 million (RMB 119,000,000) for the development of Hanzhong City Liangzhou Road project. As of June 30, 2020, the balance of loan was $16,805,023 (September 30, 2019 -$16,610,822). The loan carries interest at a fixed interest of 1.2% and is due on June 20, 2031. The Company is required to repay the loan by equal annual principal repayment of approximately $3.4 million from December 2027 through June 2031. The Company pledged the assets of Liangzhou Road related projects with carrying value of $155,193,732 as collateral for the loan. Total interest of $51,502 and $154,463 for the three and nine months ended June 30, 2020 (2019- $53,516 and $158,632) , respectively, were capitalized in to the development cost of Hanzhong City Liangzhou Road project. |
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| Schedule of Maturities of Long-term Debt |
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CUSTOMER DEPOSITS (Tables) |
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| CUSTOMER DEPOSITS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Customer deposits from pre-sale of residential units | Customer deposits consist of amounts received from customers for the pre-sale of residential units in the PRC. The detail of customer deposits is as follows:
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SHAREHOLDER'S LOANS (Tables) |
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| SHAREHOLDER'S LOANS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Shareholder's Loans |
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TAXES (Tables) |
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| TAXES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of reconciliation of statutory rates to the Company's effective tax rate |
*Valuation allowance change and other adjustments for the three and nine months ended June 30,2020 and 2019 were primarily related to valuation allowance changes on historical losses. |
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| Schedule of Income tax expenses | Income tax expense for the three and nine months ended June 30, 2020 and 2019 is summarized as follows:
|
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| Schedule of Taxes payable |
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ORGANIZATION AND BASIS OF PRESENTATION - Schedule of Variable Interest Entities (Details) |
3 Months Ended | 9 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Jun. 30, 2020
USD ($)
|
Mar. 31, 2020
USD ($)
|
Dec. 31, 2019
USD ($)
|
Jun. 30, 2019
USD ($)
|
Mar. 31, 2019
USD ($)
|
Dec. 31, 2018
USD ($)
|
Jun. 30, 2020
USD ($)
project
|
Jun. 30, 2019
USD ($)
|
Sep. 30, 2019
USD ($)
|
Sep. 30, 2018
USD ($)
|
|
| Net (loss) income | $ (2,575,173) | $ (624,021) | $ (257,381) | $ 153,169 | $ 341,545 | $ 484,210 | $ (3,456,575) | $ 978,924 | ||
| Revenues | 18,000,000 | |||||||||
| Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 3,793,673 | $ 4,579,877 | 3,793,673 | $ 4,579,877 | $ 4,202,117 | $ 6,775,577 | ||||
| Real estate property | 95,800,000 | 95,800,000 | ||||||||
| Variable Interest Entity, Primary Beneficiary [Member] | ||||||||||
| Net (loss) income | 3,500,000 | |||||||||
| Working capital deficit | 140,800,000 | 140,800,000 | ||||||||
| Increased Working Capital Deficit | 111,100,000 | 111,100,000 | 29,700,000 | |||||||
| Loan Payable maturity less than one year | 88,500,000 | |||||||||
| Loan Payable maturity within one year | 27,000,000 | |||||||||
| Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 3,800,000 | 3,800,000 | $ 4,200,000 | |||||||
| Residential and Commercial Unit for Sale | 107,900,000 | |||||||||
| Residential And Commercial Unit For Sale Current | 12,100,000 | |||||||||
| Residential And Commercial Unit For Sale Non-Current | 95,800,000 | |||||||||
| Account Payable to Suppliers and Subcontractors | 27,000,000 | |||||||||
| Short Term Construction Loan | 88,500,000 | |||||||||
| Long Term Construction Loan | 17,100,000 | |||||||||
| Customer Deposits | 19,200,000 | |||||||||
| Customer deposits, non-current | 900,000 | |||||||||
| Short-term deposits | $ 18,300,000 | |||||||||
| Number of Ongoing Project | project | 5 | |||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
|
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
| Revenue recognized for completed condominium real estate projects | $ 3,046,430 | $ 149,448 | $ 7,240,503 | $ 1,126,013 |
| Revenue recognized for condominium real estate projects under development | 8,006,756 | 24,134,543 | ||
| Total | $ 3,046,430 | $ 8,156,204 | $ 7,240,503 | $ 25,260,556 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Currency Exchange Rate (Details) |
9 Months Ended | 12 Months Ended | |
|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Sep. 30, 2019 |
|
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Period end RMB : USD exchange rate | 7.0651 | 6.8650 | 7.1477 |
| Period average RMB : USD exchange rate | 7.0364 | 6.8265 | 6.8753 |
REAL ESTATE PROPERTY DEVELOPMENT COMPLETED AND UNDER DEVELOPMENT - Additional Information (Details) - USD ($) |
3 Months Ended | 9 Months Ended | 12 Months Ended | |
|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2020 |
Sep. 30, 2019 |
Jun. 30, 2019 |
|
| Real Estate Properties [Line Items] | ||||
| Impairment losses on real estate property development completed | $ 2,703,031 | $ 2,703,031 | ||
| Hanzhong City Liangzhou Road and related projects | ||||
| Real Estate Properties [Line Items] | ||||
| Budgeted Price For Municipal Roads | 33,000,000 | |||
| Land use right included in real estate property under development | $ 394,500,000 | 394,500,000 | ||
| Actual Construction And Development Costs Incurred | $ 155,193,732 | $ 146,958,903 | ||
| Yang County East 2nd Ring Road | ||||
| Real Estate Properties [Line Items] | ||||
| Debt Instrument, Interest Rate, Stated Percentage | 4.75% | 4.75% | 4.75% |
CONSTRUCTION LOANS - Other Loans-Long Term Portion (Details) - USD ($) |
Jun. 30, 2020 |
Sep. 30, 2019 |
|---|---|---|
| Construction loans | $ 105,650,455 | $ 106,797,436 |
| Less: current maturities of construction loans | 88,507,594 | 77,332,569 |
| Construction loans - long-term portion | 17,142,861 | 29,464,867 |
| Loan A | ||
| Construction loans | 88,845,432 | 90,186,614 |
| Loan B | ||
| Construction loans | $ 16,805,023 | $ 16,610,822 |
CONSTRUCTION LOANS - Schedule Of Repayment Loan (Details) - 9 months ended Jun. 30, 2020 |
CNY (¥) |
USD ($) |
|---|---|---|
| Debt Instrument Scheduled Repayment Amount | ¥ 629,701,860 | $ 88,845,432 |
| March 31, 2021 | ||
| Debt Instrument Scheduled Repayment Amount | 625,315,000 | 88,507,594 |
| March 31, 2022 | ||
| Debt Instrument Scheduled Repayment Amount | ¥ 4,386,860 | $ 337,838 |
CUSTOMER DEPOSITS - Customer Deposits From Pre-Sale Of Residential Units (Details) - USD ($) |
Jun. 30, 2020 |
Sep. 30, 2019 |
|---|---|---|
| Customer deposits by real estate projects | ||
| Total | $ 19,162,241 | $ 17,183,264 |
| Less: Customer deposits - short-term | 18,276,196 | 16,139,572 |
| Customer deposits - long-term | 886,045 | 1,043,692 |
| Mingzhu Garden (Mingzhu Nanyuan and Mingzhu Beiyuan) | ||
| Customer deposits by real estate projects | ||
| Total | 7,202,654 | 7,029,356 |
| Oriental Pearl Garden | ||
| Customer deposits by real estate projects | ||
| Total | 4,201,957 | 4,182,454 |
| Liangzhou road and related projects | ||
| Customer deposits by real estate projects | ||
| Total | 886,045 | 1,043,692 |
| Yangzhou Pearl Garden | ||
| Customer deposits by real estate projects | ||
| Total | 1,740,371 | 1,163,407 |
| Yangzhou Palace | ||
| Customer deposits by real estate projects | ||
| Total | $ 5,131,214 | $ 3,764,355 |
CUSTOMER DEPOSITS - Additional Information (Details) - USD ($) $ in Millions |
9 Months Ended | |
|---|---|---|
Jun. 30, 2020 |
Sep. 30, 2019 |
|
| Deposit Liabilities [Line Items] | ||
| Mortgage loan guarantee amount | $ 3.3 | $ 3.9 |
| Minimum | Customer deposits [Member] | ||
| Deposit Liabilities [Line Items] | ||
| Percentage of customer deposit of unit price for cash purchase | 10.00% | |
| Percentage of customer deposit to unit price for mortgage properties | 30.00% | |
| Maximum | Customer deposits [Member] | ||
| Deposit Liabilities [Line Items] | ||
| Percentage of customer deposit of unit price for cash purchase | 20.00% | |
| Percentage of customer deposit to unit price for mortgage properties | 50.00% |
SHAREHOLDERS LOANS - Schedule of Other Short-term Loans (Details) - USD ($) |
Jun. 30, 2020 |
Sep. 30, 2019 |
|---|---|---|
| Shareholder Loans [Line Items] | ||
| Shareholder loan | $ 2,132,845 | $ 2,129,114 |
| Shareholder USD Loan Agreement | ||
| Shareholder Loans [Line Items] | ||
| Shareholder loan | 1,810,000 | 1,810,000 |
| Shareholder RMB Loan Agreement | ||
| Shareholder Loans [Line Items] | ||
| Shareholder loan | $ 322,845 | $ 319,114 |
SHAREHOLDER'S LOANS - Additional Information (Details) - USD ($) |
3 Months Ended | 9 Months Ended | |||
|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Sep. 30, 2019 |
|
| Shareholder Loans [Line Items] | |||||
| Interest (expense) | $ 16,171 | $ 11,307 | $ 49,010 | $ 152,149 | |
| Shareholder loan | 2,132,845 | 2,132,845 | $ 2,129,114 | ||
| Shareholder USD Loan Agreement | |||||
| Shareholder Loans [Line Items] | |||||
| Interest (expense) | $ 18,100 | 18,100 | $ 54,300 | 54,300 | |
| Debt instrument, stated interest rate | 4.00% | 4.00% | |||
| Shareholder loan | $ 1,810,000 | $ 1,810,000 | $ 1,810,000 | ||
| Shareholder's RMB Loan Agreement | |||||
| Shareholder Loans [Line Items] | |||||
| Interest (expense) | $ 5,085 | $ 5,148 | $ 14,952 | $ 25,686 | |
| Debt instrument, stated interest rate | 4.35% | 4.35% | |||
TAXES - Reconciliation Of Statutory Rates To Effective Tax Rate (Details) |
3 Months Ended | 9 Months Ended | 30 Months Ended | ||||
|---|---|---|---|---|---|---|---|
Dec. 22, 2017 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2017 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
|
| TAXES | |||||||
| Chinese statutory tax rate | 35.00% | 25.00% | 25.00% | 35.00% | 25.00% | 25.00% | 21.00% |
| Valuation allowance change and other adjustments | (26.40%) | 0.80% | (23.10%) | 2.70% | |||
| Effective tax rate | (1.40%) | 25.80% | 1.90% | 27.70% | |||
TAXES - Components of Income Tax Expenses (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
|
| TAXES | ||||
| Current tax provision | $ 67,180 | $ 201,000 | ||
| Deferred tax provision (benefit) | (31,320) | $ 53,243 | (266,319) | $ 374,582 |
| Income tax provision (benefit) | $ 35,860 | $ 53,243 | $ (65,319) | $ 374,582 |
TAXES - Taxes Payable (Details) - USD ($) |
Jun. 30, 2020 |
Sep. 30, 2019 |
|---|---|---|
| TAXES | ||
| CIT | $ 11,558,454 | $ 11,720,848 |
| Business tax | 6,334,324 | 7,819,884 |
| Other taxes and fees | 2,379,890 | 2,349,086 |
| Total taxes payable | 20,272,668 | 21,889,818 |
| Less: current portion | 12,172,114 | 13,882,875 |
| Tax payable - long term | $ 8,100,554 | $ 8,006,943 |
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions |
9 Months Ended | |
|---|---|---|
Jun. 30, 2020 |
Sep. 30, 2019 |
|
| Commitments And Contingencies [Line Items] | ||
| Outstanding guarantees of customers' mortgage loans | $ 66.0 | $ 66.0 |
| Security deposit provided for guarantee | $ 3.3 | $ 3.9 |
| Minimum | ||
| Commitments And Contingencies [Line Items] | ||
| Percentage Of Mortgage Proceeds As Security | 5.00% | |
| Maximum | ||
| Commitments And Contingencies [Line Items] | ||
| Percentage Of Mortgage Proceeds As Security | 10.00% |
PENDING NASDAQ COMPLIANCE ISSUE (Details) - Nasdaq |
Jun. 21, 2019
$ / shares
|
|---|---|
| Market Risk Benefit [Line Items] | |
| Bid price | $ 1.00 |
| Closing bid price | 1.00 |
| Common stock | |
| Market Risk Benefit [Line Items] | |
| Bid price | $ 1.00 |
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