UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 17, 2021
China HGS Real Estate, Inc.
(Exact Name of Registrant as Specified in Charter)
Florida | 001-34864 | 33-0961490 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6 Xinghan Road, 19th Floor Hanzhong City Shaanxi Province, PRC 723000 |
(Address of Principal Executive Offices and Zip Code) |
Registrant’s telephone number, including area code: (86) 091-62622612
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value | HGSH | The NASDAQ Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ¨
This Amendment No. 1 to the Current Report on Form 8-K amends Items 2.02 and 9.01 of the Current Report on Form 8-K filed on May 17, 2021 solely to correct an error in the Press Release, dated May 17, 2021 furnished as Exhibit 99.1 thereto.
Item 2.02 Results of Operations and Financial Condition.
On May 18, 2021, China HGS Real Estate, Inc. issued a press release regarding its financial results for the quarter ended March 31, 2021. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
As provided in General Instruction B.2 of SEC Form 8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release dated May 18, 2021 |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 18, 2021 | China HGS Real Estate, Inc. | |
By: | /s/Xiaojun Zhu | |
Name: Xiaojun Zhu | ||
Title: Chief Executive Officer and Chairman |
3
Exhibit 99.1
China HGS Reports Second Quarter of Fiscal Year 2021 Results
HANZHONG, CHINA – May 18, 2021 – China HGS Real Estate Inc. (NASDAQ: HGSH) (“China HGS” or the “Company”), a leading regional real estate developer headquartered in Hanzhong City, Shaanxi Province, China, today reported its financial results for the second quarter of fiscal 2021 ended March 31, 2021 with the U.S. Securities and Exchange Commission. An electronic copy of the quarterly report on Form 10-Q can be accessed on the SEC's website at www.sec.gov
Highlights for the quarter
· | Total revenues for the second quarter of fiscal 2021 were approximately $18.3 million, representing an increase of 867.2% from approximately $1.9 million in the same quarter of fiscal 2020 due to more gross floor area sold during the current quarter. |
· | Net income for the second quarter of fiscal 2021 totaled approximately $2.2 million, significantly increased from net loss of approximately $0.6 million in the same period of last year. |
· | Basic and diluted net income per share (“EPS”) attributable to shareholders for the second quarter of fiscal 2021 were $0.10, compared to net loss per share of $0.01 for the same quarter of the last year. |
Safe Harbor Statement
This press release contains forward-looking statements, which are subject to change. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All "forward-looking statements" relating to the business of China HGS Real Estate Inc., which can be identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties which could cause actual results to differ. These factors include but are not limited to: the uncertain market for the Company's business, macroeconomic, technological, regulatory, or other factors affecting the profitability of real estate business; and other risks related to the Company's business and risks related to operating in China. Please refer to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020, for specific details on risk factors. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. The Company's actual results could differ materially from those contained in the forward-looking statements. The Company undertakes no obligation to revise or update its forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.
About China HGS Real Estate, Inc.
China HGS Real Estate, Inc. (NASDAQ: HGSH), founded in 1995 and headquartered in Hanzhong City, Shaanxi Province, is a leading real estate developer in the region and holds the national grade I real estate qualification. The Company focuses on the development of high-rise, sub-high-rise residential buildings and multi-building apartment complexes in China's Tier 3 and Tier 4 cities and counties with rapidly growing populations driven by increased urbanization. The Company provides affordable housing with popular and modern designs to meet the needs of multiple buyer groups. The Company’s development activity spans a range of services, including land acquisition, project planning, design management, construction management, sales and marketing, and property management. For further information about China HGS, please go to www.chinahgs.com.
Company contact:
Randy Xiong, President of Capital Market
China Phone: (86) 091-62622612
Email: randy.xiong@chinahgs.com
CHINA HGS REAL ESTATE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, | September 30, | |||||||
2021 | 2020 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Cash | $ | 555,576 | $ | 457,699 | ||||
Restricted cash | 3,297,734 | 3,409,837 | ||||||
Contract assets | 15,195,730 | 14,255,328 | ||||||
Real estate property development completed | 93,359,420 | 94,671,258 | ||||||
Other assets | 9,709,848 | 8,132,555 | ||||||
Property, plant and equipment, net | 567,292 | 571,330 | ||||||
Security deposits | 1,922,853 | 1,855,506 | ||||||
Real estate property under development | 251,151,767 | 227,741,017 | ||||||
Due from local governments for real estate property development completed | 2,973,777 | 2,869,623 | ||||||
Total Assets | $ | 378,733,997 | $ | 353,964,153 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Construction loans | $ | 116,060,624 | $ | 109,937,408 | ||||
Accounts payable | 31,854,281 | 25,415,352 | ||||||
Other payables | 4,569,384 | 4,028,048 | ||||||
Construction deposits | 3,318,974 | 3,202,730 | ||||||
Contract liabilities | 1,885,982 | 1,847,685 | ||||||
Customer deposits | 21,498,027 | 19,405,528 | ||||||
Accrued expenses | 1,861,745 | 1,920,370 | ||||||
Taxes payable | 20,592,607 | 19,881,211 | ||||||
Total liabilities | 201,641,624 | 185,638,332 | ||||||
Commitments and Contingencies | ||||||||
Stockholders' equity | ||||||||
Common stock, $0.001 par value, 50,000,000 shares authorized, 22,525,000 shares issued and outstanding March 31, 2021 and September 30, 2020 | 22,525 | 22,525 | ||||||
Additional paid-in capital | 129,930,330 | 129,930,330 | ||||||
Statutory surplus | 10,458,395 | 10,458,395 | ||||||
Retained earnings | 37,466,885 | 34,954,061 | ||||||
Accumulated other comprehensive loss | (785,762 | ) | (7,039,490 | ) | ||||
Total stockholders' equity | 177,092,373 | 168,325,821 | ||||||
Total Liabilities and Stockholders' Equity | $ | 378,733,997 | $ | 353,964,153 |
CHINA HGS REAL ESTATE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three months ended March 31, | Six months ended March 31, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Real estate sales | $ | 18,278,112 | $ | 1,889,829 | $ | 21,033,374 | $ | 4,194,073 | ||||||||
Less: Sales tax | (115,166 | ) | (27,048 | ) | (138,704 | ) | (66,281 | ) | ||||||||
Cost of real estate sales | (14,474,264 | ) | (1,466,381 | ) | (16,327,906 | ) | (3,171,993 | ) | ||||||||
Gross profit | 3,688,682 | 396,400 | 4,566,764 | 955,799 | ||||||||||||
Operating expenses | ||||||||||||||||
Selling and distribution expenses | 16,821 | 200,390 | 96,166 | 400,558 | ||||||||||||
General and administrative expenses | 543,334 | 819,415 | 849,259 | 1,408,254 | ||||||||||||
Total operating expenses | 560,155 | 1,019,805 | 945,425 | 1,808,812 | ||||||||||||
Operating income (loss) | 3,128,527 | (623,405 | ) | 3,621,339 | (853,013 | ) | ||||||||||
Interest income (expense), net | 712 | (15,586 | ) | 3,537 | (32,839 | ) | ||||||||||
Other expense | (166,571 | ) | (96,729 | ) | (272,428 | ) | (96,729 | ) | ||||||||
Income (loss) before income taxes | 2,962,668 | (735,720 | ) | 3,352,448 | (982,581 | ) | ||||||||||
Provision (benefit) for income taxes | 741,431 | (111,699 | ) | 839,624 | (101,179 | ) | ||||||||||
Net income (loss) | 2,221,237 | (624,021 | ) | 2,512,824 | (881,402 | ) | ||||||||||
Other Comprehensive income (loss) | ||||||||||||||||
Foreign currency translation adjustment | (737,431 | ) | (2,823,145 | ) | 6,253,728 | 1,557,717 | ||||||||||
Comprehensive income (loss) | $ | 1,483,806 | $ | (3,447,166 | ) | $ | 8,766,552 | $ | 676,315 | |||||||
Basic and diluted income (loss) per common share | ||||||||||||||||
Basic and diluted | $ | 0.10 | $ | (0.01 | ) | $ | 0.11 | $ | (0.02 | ) | ||||||
Weighted average common shares outstanding | ||||||||||||||||
Basic and diluted | 22,525,000 | 22,525,000 | 22,525,000 | 22,525,000 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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 | Income (loss) | Total | ||||||||||||||||||||||
Balance at September 30, 2019 | 22,525,000 | $ | 22,525 | $ | 129,930,330 | $ | 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 | 22,525,000 | 22,525 | 129,930,330 | 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 | 22,525,000 | $ | 22,525 | $ | 129,930,330 | $ | 10,360,251 | $ | 33,189,365 | $ | (14,126,006 | ) | $ | 159,376,465 | ||||||||||||||
Balance at September 30, 2020 | 22,525,000 | $ | 22,525 | $ | 129,930,330 | $ | 10,458,395 | $ | 34,954,061 | $ | (7,039,490 | ) | $ | 168,325,821 | ||||||||||||||
Net income for the period | - | - | - | - | 291,587 | - | 291,587 | |||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | 6,991,159 | 6,991,159 | |||||||||||||||||||||
Balance at December 31, 2020 | 22,525,000 | 22,525 | 129,930,330 | 10,458,395 | 35,245,648 | (48,331 | ) | 175,608,567 | ||||||||||||||||||||
Net income for the period | - | - | - | - | 2,221,237 | - | 2,221,237 | |||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | (737,431 | ) | (737,431 | ) | |||||||||||||||||||
Balance at March 31, 2021 | 22,525,000 | $ | 22,525 | $ | 129,930,330 | $ | 10,458,395 | $ | 37,466,885 | $ | (785,762 | ) | $ | 177,092,373 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CHINA HGS REAL ESTATE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended March 31, | ||||||||
2021 | 2020 | |||||||
Cash flows from operating activities | ||||||||
Net income (loss) | $ | 2,512,824 | $ | (881,402 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
Deferred tax provision (benefit) | - | (235,179 | ) | |||||
Depreciation | 24,772 | 37,710 | ||||||
Changes in operating assets and liabilities: | ||||||||
Contract assets | (422,948 | ) | 651,289 | |||||
Real estate property development completed | 4,747,385 | 2,937,724 | ||||||
Real estate property under development | (13,010,220 | ) | (2,835,288 | ) | ||||
Other current assets | (1,281,964 | ) | (935,053 | ) | ||||
Security deposit | 3,195,887 | |||||||
Accounts payables | 5,515,797 | 89,325 | ||||||
Other payable | 395,088 | 111,347 | ||||||
Contract liabilities | (28,762 | ) | (71,507 | ) | ||||
Customer deposits | 1,387,999 | 2,349,028 | ||||||
Construction deposits | (428 | ) | ||||||
Accrued expenses | (675,478 | ) | ||||||
Taxes payables | 109,454 | (1,379,060 | ) | |||||
Net cash (used in) provided by operating activities | (50,575 | ) | 2,358,915 | |||||
Cash flow from financing activities | ||||||||
Repayments of construction loans | - | (2,128,585 | ) | |||||
Net cash used in financing activities | - | (2,128,585 | ) | |||||
Effect of changes of foreign exchange rate on cash and restricted cash | 36,349 | 103,801 | ||||||
Net (decrease) increase in cash and restricted cash | (14,226 | ) | 334,131 | |||||
Cash and restricted cash, beginning of period | 3,867,536 | 4,202,117 | ||||||
Cash and restricted cash, end of period | $ | 3,853,310 | $ | 4,536,248 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Interest paid | $ | 1,847,904 | $ | 3,416,592 | ||||
Income taxes paid | $ | 135,462 | $ | 375,601 | ||||
Reconciliation to amounts on condensed consolidated balance sheets: | ||||||||
Cash | $ | 555,576 | $ | 658,313 | ||||
Restricted | $ | 3,297,734 | $ | 3,877,935 | ||||
Total cash and restricted cash | $ | 3,853,310 | $ | 4,536,248 | ||||
Cash, beginning of period | $ | 457,699 | $ | 263,139 | ||||
Restricted, beginning of period | $ | 3,409,837 | $ | 3,938,978 | ||||
Total cash and restricted cash, beginning of period | $ | 3,867,536 | $ | 4,202,117 | ||||
Non-cash financing activities: | ||||||||
Reclassification of interest payable to construction loan | $ | 1,626,210 | $ | - | ||||
Real estate sales for settlements in real estate property under development | $ | (14,432,275 | ) | $ | - |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.