UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period
ended
or
For the transition period from _______ to _______
Commission File Number:
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
Heilongjiang Province,
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of the date of filing
of this report, there were outstanding
TABLE OF CONTENTS
| Page | ||
| PART I – FINANCIAL INFORMATION | 1 | |
| Item 1 | Consolidated Financial Statements | 1 |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 7 |
| Item 4 | Controls and Procedures | 7 |
| PART II – OTHER INFORMATION | 8 | |
| Item 1 | Legal Proceedings | 8 |
| Item 1A | Risk Factors | 8 |
| Item 2 | Unregistered Sale of Equity Securities and Use of Proceeds | 8 |
| Item 3 | Defaults Upon Senior Securities | 8 |
| Item 4 | Mine Safety Disclosures | 8 |
| Item 5 | Other Information | 8 |
| Item 6 | Exhibits | 9 |
| Signatures | 10 | |
i
PART I – FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Item Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that can be expected for the year ended December 31, 2022.
1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
JRSIS HEALTH CARE CORPORATION
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN USD, EXCEPT SHARES)
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Other receivables | ||||||||
| Prepayments | ||||||||
| Amount due from related parties | ||||||||
| Deferred expenses | ||||||||
| Deposits for capital leases-current portion | ||||||||
| Total current assets | ||||||||
| Construction in progress | ||||||||
| Property and equipment, net | ||||||||
| Long term deferred expenses | ||||||||
| Deposits for capital leases | ||||||||
| Right-of-use assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and shareholders’ equity | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Notes payable | ||||||||
| Deposits received | ||||||||
| Amount due to related parties | ||||||||
| Other payable | ||||||||
| Deferred tax payable | ||||||||
| Tax payable | ||||||||
| Payroll payable | ||||||||
| Capital lease obligations - current portion | ||||||||
| Total current liabilities | ||||||||
| Warrant liabilities | ||||||||
| Capital lease obligations | ||||||||
| Deferred tax payable | ||||||||
| Other capital lease payable | ||||||||
| Total liabilities | $ | $ | ||||||
| Shareholders’ equity | ||||||||
| Common stock; $ | ||||||||
| Additional Paid-in capital | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| Other comprehensive income | ||||||||
| Total shareholders’ equity of the Company | ||||||||
| Non-controlling interest | ||||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
See notes to consolidated financial statements
F-2
JRSIS HEALTH CARE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(AMOUNTS IN USD, EXCEPT SHARES) (UNAUDITED)
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue: | ||||||||
| Pharmaceuticals | $ | $ | ||||||
| Patient services | ||||||||
| Total revenue | ||||||||
| Operating costs and expenses: | ||||||||
| Cost of pharmaceuticals sold | ||||||||
| Medical consumables | ||||||||
| Salaries and benefits | ||||||||
| Office supplies | ||||||||
| Vehicle expenses | ||||||||
| Utilities expenses | ||||||||
| Operating leases expense | ||||||||
| Advertising and promotion expenses | ||||||||
| Interest expense | ||||||||
| Professional fee | ||||||||
| Convertible notes expense | ||||||||
| Warrant expense | ( | ) | ||||||
| Depreciation and amortization | ||||||||
| Total operating costs and expenses | ||||||||
| Earnings from operations before other income and income taxes | ||||||||
| Other income | ( | ) | ( | ) | ||||
| Earnings from operations before income taxes | ||||||||
| Income tax | ||||||||
| Net income | ||||||||
| Less: net income attributable to non-controlling interests | ||||||||
| Net income attributable to the Company | $ | $ | ||||||
| Comprehensive income: | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Foreign currency translation adjustment attributable to non-controlling interests | ( | ) | ||||||
| Foreign currency translation adjustment attributable to the Company | ( | ) | ||||||
| Comprehensive income | $ | $ | ||||||
| Less: Comprehensive income attributable to non-controlling interests | ||||||||
| Comprehensive income attributable to the Company | $ | $ | ||||||
| Basic earnings per share | $ | $ | ||||||
| Diluted earnings per share | $ | $ | ||||||
| Weighted average number of shares outstanding (Basic) | ||||||||
| Weighted average number of shares outstanding (Diluted) | ||||||||
See notes to consolidated financial statements
F-3
JRSIS HEALTH CARE CORPORATION
CONSOLIDATED STATEMENT OF SHARESHOLDERS’ EQUITY
(AMOUNTS IN USD, EXCEPT SHARES)
| Common stock | Retained | Other comprehensive | Additional paid-in | Non- Controlling | Total Shareholders’ | |||||||||||||||||||||||
| Quantity | Amount | Earnings | income | capital | Interest | equity | ||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance at March 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||
See notes to consolidated financial statements
F-4
JRSIS HEALTH CARE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN USD, EXCEPT SHARES)
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Interest expense | ||||||||
| Warrant expense | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Amount due from related parties | ( | ) | ||||||
| Prepayments and other current assets | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Amount due to related parties | ( | ) | ||||||
| Deposits received | ( | ) | ||||||
| Payroll payable | ( | ) | ||||||
| Accrued expenses and other current liabilities | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash Flows From Investing Activities | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Prepayment for property and equipment acquisition | ( | ) | ||||||
| Payment of Construction in progress | ( | ) | ( | ) | ||||
| Net cash (used in) investing activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Payments of finance lease obligations | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ( | ) | ||||
| Derivative financial instruments | ( | ) | ||||||
| Net cash (used in) financing activities | ( | ) | ( | ) | ||||
| Effect of exchange rate fluctuation on cash and cash equivalents | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, ending of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for income taxes | ||||||||
| Cash paid for interest | ( | ) | ( | ) | ||||
See notes to consolidated financial statements
F-5
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 1. DESCRIPTION OF BUSINESS AND ORGANIZATION
JRSIS Health Care Corporation (the “Company”
or “JRSS”) was incorporated on November 20, 2013 under the laws of the State of Florida. In December 2013 JRSS acquired
Jiarun is a private hospital serving patients
on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin. Jiarun also owns
| ● | Harbin Jiarun Hospital Co., Ltd Nanjing Road Branch (“NRB Hospital”), a hospital branch of Jiarun, incorporated in Harbin City of Heilongjiang, China in October 2017. NRB hospital is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin. |
| ● | Harbin Jiarun Hospital Co., Ltd 2nd Branch (“2nd Branch Hospital”), a second hospital branch of Jiarun, incorporated in Harbin City of Heilongjiang, China in November 2017. 2nd Branch Hospital is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin. |
| ● | Harbin Jiarun Hospital Co., Ltd Harbin New District Branch (“3rd Branch Hospital”), a third hospital branch of Jiarun, incorporated in Harbin City of Heilongjiang, China in April 2021. 3rd Branch Hospital is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin. |
30% of the equity in Jiarun is held by Junsheng Zhang, and is therefore a non-controlling interest (“NCI”), accounted for pursuant to ASC 810-10-45, which states that the ownership interest in the subsidiary that is held by owners other than the parent is a non-controlling interest. According to the supplemental agreement signed between Junsheng Zhang and Runteng on June 1, 2013, the comprehensive income from Jiarun would be attributable to retained earnings and non-controlling interest for 70% and 30% respectively, from July 1, 2013.
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of presentation
The consolidated financial statements have been prepared in accordance with the United States generally accepted accounting principles (“U.S. GAAP”).
B. Principles of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. Non-controlling interests represent the equity interest in Jiarun that is not attributable to the Company. Non-controlling interest is reported in the consolidated financial position within equity, separate from the Company’s equity. Net income or loss and comprehensive income or loss are attributed to the Company’s and the non-controlling interest.
C. Use of estimates
The preparation of audited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation allowances for receivables and recoverability of carrying amount and the estimated useful lives of long-lived assets. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.
F-6
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
D. Functional currency and foreign currency translation
JRSS and JHCL’s functional currency is the United States dollar (“US$”). Runteng’s functional currency is the Hong Kong dollar (“HK$”). The functional currency of Jiarun is the Renminbi (“RMB”).
The Company’s reporting currency is US$. Assets and liabilities of Runteng and Jiarun are translated at the current exchange rate at the balance sheet dates, revenues and expenses are translated at the average exchange rates during the reporting periods, and equity accounts are translated at historical rates. Translation adjustments are reported in other comprehensive income.
The exchange rates used for foreign currency translation are as follows:
| For three months ended March 31, | ||||||||||
| 2022 | 2021 | |||||||||
| (USD to RMB/ USD to HKD) | (USD to RMB/ USD to HKD) | |||||||||
| Assets and liabilities | ||||||||||
| Revenue and expenses | ||||||||||
E. Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities.
The Company places its cash in what it believes to be credit-worthy financial institutions. The majority of sales are either cash receipt
in advance or cash receipt upon delivery. For three months ended March 31, 2022 and 2021, no customer accounted for more than
F. Cash and cash equivalents
Cash and cash equivalents include all cash, deposits in banks and other liquid investments with initial maturities of three months or less.
G. Accounts receivable
Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts as needed. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
H. Inventories
Inventories, consisting principally of medicines, are stated at the lower of cost or market using the first-in, first-out method (“FIFO”). This policy requires the Company to make estimates regarding the market value of inventory, including an assessment of excess or obsolete inventory. The Company determines excess or obsolete inventory based on an estimate of the future demand and estimated selling prices for its products.
F-7
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
I. Construction in progress
Construction in progress represents the new hospital painting and decoration costs. And all direct costs relating to the polishing and decoration are capitalized as construction in progress. No depreciation is provided in respect of construction in progress.
J. Property and equipment
Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and betterments are capitalized. Depreciation is recorded on a straight-line basis reflective of the useful lives of the assets. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income.
The estimated useful lives for property and equipment categories are as follows:
| Buildings and improvement | ||||
| Medical equipment | ||||
| Transportation instrument | ||||
| Office equipment | ||||
| Electronic equipment | ||||
| Software |
K. Leases
In February 2016, the FASB issued ASU 2016-02–Leases (Topic 842), which increases transparency and comparability among organizations by recognizing right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU maintains a distinction between finance leases and operating leases, which is substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. Retaining this distinction allows the recognition, measurement and presentation of expenses and cash flows arising from a lease to remain similar to the previous accounting treatment. A lessee is permitted to make an accounting policy election by class of underlying asset to exclude from balance sheet recognition any lease assets and lease liabilities with a term of 12 months or less, and instead to recognize lease expense on a straight-line basis over the lease term. For both financing and operating leases, the ROU asset and lease liability is initially measured at the present value of the lease payments in the consolidated balance sheet. In July 2018, the FASB issued ASU 2018-11 which provides entities with the option to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, if necessary. As discussed in Note 8, we adopted ASU 2016-02–Leases (Topic 842) effective January 1, 2019 utilizing the transition option provided by ASU 2018-11.
L. Fair Value Measurement
The Company applies the provisions of ASC Subtopic 820-10, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.
Fair value is defined as the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining the fair value for the assets and liabilities required or permitted to be recorded, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
F-8
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis:
| Carrying Value at March 31, | Fair Value Measurement at March 31, 2022 | |||||||||||||||
| 2022 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Warrant liability | $ | $ | $ | $ | ||||||||||||
A summary of changes in Warrant liability for three months ended March 31, 2022was as follows:
| Balance at January 1, 2022 | $ | |||
| Change in fair value of warrant liability | ( | ) | ||
| Balance at March 31, 2022 |
The fair value of the outstanding warrants was calculated using the Binomial Option Pricing Model with the following assumptions at inception and on subsequent valuation date:
| March 31, 2022 | ||||
| Warrants | Auctus | |||
| Market price per share (USD/share) | $ | |||
| Exercise price (USD/share) | ||||
| Risk free rate | % | |||
| Dividend yield | ||||
| Expected term/Contractual life (years) | ||||
| Expected volatility | % | |||
Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are reflected in the accompanying consolidated financial statements at amounts that approximate fair value because of the short-term nature of these instruments. The fair value of the Company’s capital lease obligations also approximates carrying value as they bear interest at current market rates.
F-9
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
M. Segment and geographic information
The Company is operating in one segment in accordance with the accounting guidance FASB ASC topic 280, “Segment Reporting”. The Company’s revenues are from customers in People’s Republic of China (“PRC”). All assets of the company are located in PRC.
N. Revenue recognition
The Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that economic benefits will flow to the entity, and specific criteria have been met for each of the Company’s activities as described below.
Medicine sales
Revenue from the sale of medicine is recognized when it is both earned and realized. The Company’s policy is to recognize the sale of medicine when the title of the medicine, ownership and risk of loss have transferred to the purchasers, and collection of the sales proceeds is reasonably assured, all of which generally occur when the patient receives the medicine.
Given the nature of this revenue source of the Company’s business and the applicable rules guiding revenue recognition, the revenue recognition practices for the sale of medicine do not contain estimates that materially affect results of operations nor does the Company have any policy for return of products.
Patient Services
In accordance with the medical licenses under which Jiarun operates, the scope of its approved medical patient service includes medical consulting, surgery, obstetrics and gynecology, pediatrics, anesthesia, clinic laboratory, medical imaging, and traditional Chinese medicine.
Patient service revenue is recognized when it is both earned and realized. The Company’s policy is to recognize patient service revenue when the medical service has been provided to the patient and collection of the revenue is reasonably assured.
The Company provides services to both patients covered by social insurance and patients who are not covered by social insurance. The Company charges the same rates for patient services regardless of the coverage by social insurance.
Patients who are not covered by social insurance are liable for the total cost of medical treatment.
| ● | For out-patient medical services, revenue is recognized when the Company provides medical service to the patient. The Company collects payment before the patient leaves the hospital. |
| ● | For in-patient medical services, when a patient checks into the hospital, the Company estimates the approximate fee the patient will spend in the hospital based on patient’s symptoms. At that time, the Company collects the estimated fees from the patient and records the payment as deposits received. |
During the in-patient services period, the Company recognizes revenue when the patient service is provided and deducts the cost of service from the deposit received. The Company records these transactions based on daily reports generated by the respective medical department. When medical services exceed patient deposits received the Company records revenue and accounts receivable when the patient services are provided.
When a patient checks out from the hospital, the Company calculates and determines the remaining deposit, if any, and refunds the unused portion of the deposit to the patients. In the case where the patient has a balance in accounts receivable, accounts receivable are required to be paid in full at checkout.
Patients covered by social insurance will receive a portion or full medical services reimbursed or paid by the social insurance agencies via prepaid cards or insurance claim settlement process.
F-10
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Settlement process
The Company is a registered medical service vendor under the state social insurance system for various social insurance agencies. The insurance agencies include “Social Medical Insurance funded by PRC and Heilongjiang Province” and “Heilongjiang Province New Rural Cooperative Medical Care System”. The Company utilizes an online system maintained by the social insurance agencies for patients who are covered by social insurance agencies.
| ● | The Company records patients’ information in the social insurance system at check in. The system determines the covered portion and amounts based on the information input to the system. |
| ● | At the time of check out, the Company collects payment for services the patients are liable for and records accounts receivable from the social insurance agencies for the portion of services covered by the social insurance. In the case that the patients have made payment during the in-patient services period, the Company refunds any amount in excess of the portion they are liable for. |
| ● | The Company is responsible for submitting supporting documents of patient services provided to the social insurance agencies for their review. The Company is also required to reconcile its records with the social insurance agencies once a month. Once the social insurance agencies approve the reconciliation, the insurance agencies will settle the accounts receivable balance in the next month following the approval. |
O. Income taxes
The Company has adopted FASB ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
In July 2006, the FASB issued FIN 48(ASC 740-10), Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109 (ASC 740), which requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under FIN 48 (ASC 740-10), tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.
The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or deferred tax asset valuation allowance.
As a result of the implementation of FIN 48 (ASC 740-10), the Company made a comprehensive review of its portfolio of tax positions in accordance with recognition standards established by FIN 48 (ASC 740-10). The Company recognized no material adjustments to liabilities or shareholder’s equity as a result of the implementation. The adoption of FIN 48 did not have a material impact on the Company’s unaudited consolidated financial statements.
Enterprise income tax is determined under the
Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC, income tax is payable by enterprises at a
rate of
F-11
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
P. Earnings per share
Basic earnings per common share is computed by using net income divided by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding for the periods presented.
Q. Reclassification
The comparative figures have been reclassified to conform to current year presentation.
R. Recently adopted accounting pronouncements
The FASB has issued Accounting Standards Update (ASU) No. 2019-01, Leases (Topic 842): Codification Improvements. The new ASU aligns the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied.
The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities.
Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard.
We do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.
NOTE 3. ACCOUNTS RECEIVABLE, NET
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | ||||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for doubtful debts | ||||||||
| $ | $ | |||||||
The Company experienced $ bad debts during
three months ended March 31, 2022 and 2021. The allowance for doubtful debts as of March 31, 2022 and December 31, 2021 was measured
by the
NOTE 4. INVENTORIES
At March 31, 2022 and December 31, 2021, inventories consist of the following:
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | ||||||||
| Western pharmaceuticals | $ | $ | ||||||
| Chinese herbal medicine | ||||||||
| Medical material | ||||||||
| Other material | ||||||||
| $ | $ | |||||||
F-12
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 5. PREPAYMENT
At March 31, 2022 and December 31, 2021 prepayment consists of the following:
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | ||||||||
| Deposits on medical equipment | $ | $ | ||||||
| Deposits on lease | ||||||||
| Heating fees | ||||||||
| Others | ||||||||
| $ | $ | |||||||
NOTE 6. PROPERTY AND EQUIPMENT
At March 31, 2022 and December 31, 2021, property and equipment, at cost, consist of:
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | ||||||||
| Transportation equipment | $ | $ | ||||||
| Medical equipment | ||||||||
| Electrical equipment | ||||||||
| Office equipment and others | ||||||||
| Buildings | ||||||||
| Software | ||||||||
| Total fixed assets at cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total fixed assets, net | $ | $ | ||||||
| Reclass to Right-of-use assets | ( | ) | ( | ) | ||||
| Total fixed assets, net after reclassing | ||||||||
The Company recorded depreciation expense of $
NOTE 7. LONG TERM DEFERRED EXPENSES
The current portion of the prepaid consulting
and decoration fees were recorded as deferred expenses of $
The Company recorded consulting fee of $ and
$, and decoration fees of $
F-13
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 842, “Leases” (“new lease standard”). The new lease standard was adopted using the optional transition method approach that allows for the cumulative effect adjustment to be recorded without restating prior periods. The Company has elected the practical expedient package related to the identification, classification and accounting for initial direct costs whereby prior conclusions do not have to be reassessed for leases that commenced before the effective date. As the Company will not reassess such conclusions, the Company has not adopted the practical expedient to use hindsight to determine the likelihood of whether a lease will be extended or terminated or whether a purchase option will be exercised.
Finance lease
On June
5, 2013, Jiarun entered into a lease agreement to lease its hospital building from Harbin Baiyi Real Estate Development Co., Ltd (“the
Lessor”), which is owned by Junsheng Zhang, a related party. The Lease has a term of
The leasing agreement for our hospital building contains the following provisions:
| ● | Rental payments of RMB7,000,000 (equivalent to $1,100,837) per year, payable at the beginning of September. |
| ● | An option allowing the lessor to extend the lease for thirty years beyond the last renewal option exercised by the Company. |
| ● | A guarantee by the Company that the lessor will realize $nil from selling the asset at the expiration of the lease. This lease is a capital lease because its term (30 years) exceeds 75% of the building’s estimated economic life. In addition, the present value ($15,185,032) of the minimum lease payments exceeds 90% of the fair value of the building ($15,721,295). |
On May 7, 2015, July 3, 2015, October 16, 2015, April 6, 2016, November 25, 2016, April 5, 2017 and May 25, 2019 and Jiarun entered into several lease agreements to lease medical equipment and an elevator from three lease finance companies, which are all unrelated third parties, for three to five-year periods, in which Jiarun is required to make monthly or quarterly payments toward the leases. The Company was also required to pay deposits up front, which deposits will later be offset against the last quarterly payment. The medical equipment and elevator will be transferred to Jiarun upon the completion of the agreement.
On March
25, 2019 Jiarun entered into a sale and leaseback agreement for the sale-leaseback of properties from Haitong Hengxin International Leasing
Company Limited, with a collective net value of $
On November
20, 2020 Jiarun entered into a sale and leaseback agreement for the sale-leaseback of properties from Haier Finance Leasing Company Limited,
with a collective net value of $
On June
16, 2021 Jiarun entered into a finance lease agreement for the acquisition of medical equipment from GE with a net value of $
Operating lease
In August
2017 JRSS leased office space under non-cancellable operating lease agreements. Under terms of the lease agreement, from August 2017,
JRSS is committed to make lease payments of approximately $
In December
2017 JRSS leased office space under non-cancellable operating lease agreements. Under terms of the lease agreement, from December 2017,
JRSS is committed to make lease payments of approximately $
In January
2021 JRSS leased office space under non-cancellable operating lease agreements. Under terms of the lease agreement, from January 2021,
JRSS is committed to lease expense payments of approximately $
In June
2021 JRSS leased office space under non-cancellable operating lease agreements. Under terms of the lease agreement, from July 2021, JRSS
is committed to lease expense payments of approximately $
F-14
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Continued)
The Company’s adoption of the new lease
standard included new processes and controls regarding asset financing transactions, financial reporting and a system-related implementation
required for the new lease standard. The Company’s accounting for finance leases (formerly referred to as capital leases prior to
the adoption of the new lease standard) remained substantially unchanged. The impact of the adoption of the new lease standard included
the recognition of right-of-use (“ROU”) assets and lease liabilities. The adoption of the new lease standard resulted in additional
net lease assets and net lease liabilities of approximately $
As of March 31, 2022, the Company has the following amounts recorded on the Company’s unaudited condensed consolidated balance sheet:
| March 31, 2022 | ||||
| (Unaudited) | ||||
| Assets | ||||
| Operating lease assets | $ | |||
| Finance lease assets | ||||
| Total | $ | |||
| Liabilities | ||||
| Current | ||||
| Operating lease liabilities | ||||
| Finance lease liabilities | ||||
| Long-term | ||||
| Operating lease liabilities | ||||
| Finance lease liabilities | ||||
| Total | $ | |||
The future minimum lease payments for annual capital lease obligation as of March 31, 2022 are as follows:
| Year | Amounts | |||
| 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| Thereafter | ||||
| Total | $ | |||
The Company recorded finance interest lease fees
of $
Future annual minimum lease payments, for non-cancellable operating leases are as follows:
| Year ending March 31 | Amount $ | |||
| 2022 | ||||
| 2023 | ||||
| 2024 | ||||
| Thereafter | ||||
| Total | ||||
The company has recorded operating lease expense
of $
At March 31, 2022 right-of-use assets, consist of:
March 31, 2022 (Unaudited) | ||||||||||||
| Operating lease | Finance lease | Total | ||||||||||
| Lease assets | $ | $ | $ | |||||||||
| Accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| Total right-of-use assets, net | $ | $ | $ | |||||||||
The Company recorded finance lease amortization
expense of $
F-15
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Continued)
The Company recorded operating lease expense of
$
NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS
Derivative Financial Instruments
The Company has adopted the provisions of ASC subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Warrant liability – In 2019 the Company
issued a common stock purchase warrant (the “warrant”) to purchase
At March 31, 2022, the Company marked to market the fair value of
the Auctus Fund warrant liability and determined a fair value of $
NOTE 10. NON-CONTROLLING INTERESTS
Jiarun is the Company’s majority-owned subsidiary
which is consolidated in the Company’s financial statements with a non-controlling interest recognized.
F-16
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 11. REVENUE
The Company’s revenue consists of pharmaceuticals sales and patient care revenue.
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Pharmaceuticals: | ||||||||
| Western pharmaceuticals | $ | $ | ||||||
| Chinese medicine | ||||||||
| Herbal medicine | ||||||||
| Total pharmaceuticals | $ | $ | ||||||
| Patient services: | ||||||||
| Medical consulting | $ | $ | ||||||
| Medical treatment | ||||||||
| Others | ||||||||
| Total patient services | $ | $ | ||||||
| $ | $ | |||||||
NOTE 12. INCOME TAX EXPENSE
The Company uses the asset-liability method of accounting for income taxes prescribed by ASC 740 Income Taxes. The Company and its subsidiaries each file their taxes individually.
United States
JRSS is subject to the United States of America
tax at a tax rate of
The following table shows the components of the allowance for US income tax recorded for three months ended March 31, 2022:
| Amounts | ||||
| Loss before income tax | $ | ( | ) | |
| Tax rate at 21% | ( | ) | ||
| Disallowed tax losses | ||||
| Income tax expense | $ | |||
BVI
JHCL was incorporated in the BVI and, under the current laws of the BVI, it is not subject to income tax.
F-17
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 12. INCOME TAX EXPENSE (Continued)
Hong Kong
Runteng was incorporated in Hong Kong and
is subject to Hong Kong profits tax. Runteng is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising
in or derived from Hong Kong. The applicable statutory tax rate is
The following table shows the components of the allowance for Hong Kong income tax recorded for three months ended March 31, 2022:
| Amounts | ||||
| Loss before income tax | $ | |||
| Tax rate at 16.5% | ||||
| Disallowed tax losses | ||||
| Income tax expense | $ |
PRC
Corporate Income Tax (CIT) is determined under
the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC. Income tax is payable by enterprises at
a rate of
The following table shows the components of the allowance for PRC income tax recorded for three months ended March 31, 2022:
| Amounts | ||||
| Income tax expense | $ | |||
| Income tax: 2022 deferred | ||||
| Tax expense from continuing operation | $ | |||
Reconciliation:
| Amounts | ||||
| Income tax at statutory rate | $ | |||
| Tax expense from continuing operation | $ | |||
According to the PRC “Notice on Preferential
Corporate Income Tax (CIT) Treatment for Eligible Equipment or Machinery (Cai Shui [2018] No. 54)”, a
F-18
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 13. RELATED PARTY TRANSACTIONS
The following is the list of the related parties with which the Group has had transactions:
The following is the list of the related parties with which the Company had transactions in the past two years:
(a) Junsheng Zhang, the Chairman of the Company
(b) Harbin Baiyi Real Estate Development Co., Ltd, owned by Junsheng Zhang
(c) Harbin Jiarun Pharmacy Co., Ltd, owned by Junsheng Zhang
(d) Heilongjiang Province Runjia Medical Equipment Company Limited, owned by Junsheng Zhang
(e) Jiarun Super Market Co., Ltd,. owned by Junsheng Zhang
Amount due from related parties consisted of the following as of the periods indicated:
| Name of related parties | March 31, 2022 | December 31, 2021 | ||||||
| Harbin Baiyi Real Estate Development Co., Ltd, | $ | $ | ||||||
| Heilongjiang Province Runjia Medical Equipment Co., Ltd | ||||||||
| $ | $ | |||||||
Amount due from Baiyi mainly represented the deposit for decoration of the 3rd Branch Hospital.
On March 1, 2021,
Amount due to related parties
Amount due to related parties consisted of the following as of the periods indicated:
| Name of related parties | March 31, 2022 | December 31, 2021 | ||||||
| Harbin Jiarun Pharmacy Co., Ltd | $ | $ | ||||||
| Jiarun Super Market Co., Ltd. | ||||||||
| Junsheng Zhang | - | |||||||
| $ | $ | |||||||
Amount due to Harbin Jiarun Pharmacy Co., Ltd., Jiarun Super Market Co., Ltd.. and Heilongjiang Province Runjia Medical Equipment Company Limited were mainly the balance due for purchase of medicine and medical material from these three companies.
Amount due to Baiyi mainly represented the debt for the inpatient and outpatient building extension decoration.
Amounts due to Junsheng Zhang represented amounts paid by Mr. Zhang for the daily operation of the company.
Related parties’ transactions
Purchase of pharmaceuticals and medical material from related parties consisted of the following for the periods indicated:
| For three months ended March 31, | ||||||||
| Name of related parties | 2022 | 2021 | ||||||
| Harbin Jiarun Pharmacy Co., Ltd | $ | $ | ||||||
| $ | $ | |||||||
Deposits for capital leases and capital lease obligations
On June 5, 2013, Jiarun entered into a Lease Agreement
to lease a new hospital building from Harbin Baiyi Real Estate Development Co., Ltd, which is owned by Junsheng Zhang, a related party.
As of March 31, 2022, the Company has balance of deposits for capital leases and capital lease obligations of $
F-19
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 14. BASIC AND DILUTED EARNINGS PER SHARE
Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares comprise shares issuable upon the exercise of share-based awards, using the treasury stock method. The reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for income from continuing operations is shown as follows:
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Numerator: | ||||||||
| Net income available to common stockholders | $ | $ | ||||||
| Denominator: | ||||||||
| Basic weighted-average number of shares outstanding | ||||||||
| Diluted weighted-average number of shares outstanding | ||||||||
| Net income per share: | ||||||||
| Basic EPS | $ | $ | ||||||
| Diluted EPS | $ | $ | ||||||
NOTE 15. CONTINGENCIES AND COMMITMENT
Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. There was no contingency of this type as of March 31, 2022 and December 31, 2021.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. There was no contingency of this type as of March 31, 2022 and December 31, 2021.
Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
F-20
JRSIS HEALTH CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN USD)
NOTE 16. GOING CONCERN
As reflected in the accompanying consolidated
financial statements, the Company had a $
To continue as a going concern, the Company is actively pursuing additional funding and strategic partners to enable it to implement its business plan. In addition, the Company is also working to devote more efforts to improve its operation and generate more profits. Management believes that these actions will allow the Company to continue its operations through the next fiscal year.
NOTE 17. SUBSEQUENT EVENTS
The COVID-19 pandemic has had a significant adverse impact and created many uncertainties related to our business, and we expect that it will continue to do so. The Company is experiencing challenges in sales and has suffered a significant decrease in revenues which has increased financial uncertainty. Our future business outlook and expectations are very uncertain due to the impact of the COVID-19 pandemic and are very difficult to quantify. It is difficult to assess or predict the impact of this unprecedented event on our business, financial results or financial condition.
Except for the above matter, the Management of the Company determined that there were no material reportable subsequent events required to be disclosed or because of which adjustments are needed.
F-21
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward Looking Statements
The discussion contained in this Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases like “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “target,” “expects,” “management believes,” “we believe,” “we intend,” “we may,” “we will,” “we should,” “we seek,” “we plan,” the negative of those terms, and similar words or phrases. We base these forward-looking statements on our expectations, assumptions, estimates and projections about our business and the industry in which we operate as of the date of this Form 10-Q. These forward-looking statements are subject to a number of risks and uncertainties that cannot be predicted, quantified or controlled and that could cause actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The “Risk Factors” section in our Annual Report on Form 10-K describes factors, among others, that could contribute to or cause these differences. Actual results may vary materially from those anticipated, estimated, projected or expected should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect. Because the factors discussed in the Risk Factors section of our Form 10-K could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement made by us or on our behalf, you should not place undue reliance on any such forward-looking statement. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Form 10-Q.
The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, bad debts, impairment, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates. The analysis set forth below is provided pursuant to applicable SEC regulations and is not intended to serve as a basis for projections of future events.
Overview
Harbin Jiarun Hospital Company Limited (“Jiarun”) was established in Harbin in the Province of Heilongjiang of the People’s Republic of China (“PRC”) by the owner Junsheng Zhang on February 17, 2006.
Harbin Jiarun Hospital Co., Ltd Nanjing Road Branch (“NRB Hospital”) was established in Harbin in the Province of Heilongjiang of the People’s Republic of China (“PRC”) by Jiarun on October 30, 2017.
Harbin Jiarun Hospital Co., Ltd 2nd Branch (“2nd Branch Hospital”) was established in Harbin in the Province of Heilongjiang of the People’s Republic of China (“PRC”) by Jiarun on November 2, 2017.
Harbin Jiarun Hospital Co., Ltd Harbin New District Branch (“3rd Branch Hospital”), a third hospital branch of Jiarun, incorporated in Harbin City of Heilongjiang, China in April 2021.
Jiarun is a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin. Jiarun specializes in the areas of Pediatrics, Dermatology, ENT, Traditional Chinese Pharmaceuticals (TCM), Ophthalmology, Internal Pharmaceuticals Dentistry, General Surgery, Rehabilitation Science, Gynecology and General Medical Services.
2
On November 20, 2013, Junsheng Zhang, the senior officer of Jiarun Hospital, established JRSIS Health Care Corporation, a Florida corporation (“JHCC” or the “Company”). On February 25, 2013, the officer of Jiarun Hospital established JRSIS Health Care Limited (“JHCL”), a wholly owned subsidiary of the Company, and on September 17, 2012, the officer of Jiarun Hospital established Runteng Medical Group Co., Ltd (“Runteng”), a wholly owned subsidiary of JHCL. Runteng, a Hong Kong registered Investment Company, holds a 70% ownership interest in Harbin Jiarun Hospital Company Ltd, a Heilongjiang registered company.
On December 20, 2013, the Company acquired 100% of the issued and outstanding capital stock of JRSIS Health Care Limited, a privately held Limited Liability Company registered in the British Virgin Islands, for 12,000,000 shares of our common stock. JHCL, through its wholly owned subsidiary, Runteng Medical Group Co., Ltd, holds majority ownership in Jiarun, a company duly incorporated, organized and validly existing under the laws of China. As the parent company, JHCC rely on Jiarun to conduct 100% of our businesses and operations.
We have two sources of patient revenues: in-patient service revenues and out-patient service revenues. In addition to providing services to our patients, we also sell pharmaceutical pharmaceuticals to our patients. Revenues from such sales are included in either our in-patient service revenues or our out-patient service revenues. Our revenues come from individuals as well as third-party payers, including PRC government programs and insurance providers, under which the hospital is paid based upon local government established charges. Revenue from the sale of pharmaceuticals is recognized when it is both earned and realized. The Company’s policy is to recognize the sale of pharmaceuticals when the title of the pharmaceuticals, ownership and risk of loss have transferred to the purchasers, and collection of the sales proceeds is reasonably assured, all of which generally occur when the patient receives the pharmaceuticals. Patient service revenue is recognized when it is both earned and realized. The Company’s policy is to recognize patient service revenue when the medical service has been provided to the patient and collection of the revenue is reasonably assured.
Critical Accounting Policies and Management Estimates
In preparing our financial statements we are required to formulate accounting policies regarding valuation of our assets and liabilities and to develop estimates of those values. In our preparation of the financial statements for the periods ended March 31, 2022, there were two estimates made which were (a) subject to a high degree of uncertainty and (b) material to our results, as follows:
| ● | The determination, as set forth in Note 3 to our Financial Statements, that the $11,832,571 balance in accounts receivable as of March 31, 2022 warranted an allowance for doubtful accounts of $3,398,639. The determination was based on our review of the statement from Harbin Medical Insurance Management Center, Generally, the Center sets for each hospital an insurance claim limit, even though the hospital is not permitted to refuse to receive patients. If the hospital receive too many patients, it will exceed the claim limit, and record an excess insurance claim. The Center will pay part of the excess insurance claim from an insurance regulatory fund that is shared among all local hospital that have excess insurance claims, but full reimbursement is not assured. In accordance with the principle of prudence, the Company made a determination that any excess insurance claim outstanding for more than two years without reimbursement should be treated as a doubtful account. As of March 31, 2022, the amount of excess insurance claims aged over two years without reimbursement was $3,398,639, which was treated as a bad debt. |
| ● | The determination to record depreciation of our principal medical property and equipment over an average useful life of approximately twenty years. (A quantification of that depreciation is set forth in Note 6 to our Financial Statements.) The determination was based primarily on our expectation that the useful life of our hospital facilities would exceed thirty years, based on the experience of comparable facilities in our location. |
3
Results of Operations for Three Months Ended March 31, 2022 and 2021
The following table shows key components of the results of operations for three months ended March 31, 2022 and 2021:
| Three Months Ended March 31, | Change | |||||||||||||||
| 2022 | 2021 | $ | % | |||||||||||||
| Revenue: | ||||||||||||||||
| Pharmaceuticals | $ | 4,029,770 | $ | 1,764,301 | $ | 2,265,469 | 128 | % | ||||||||
| Patient services | 11,589,641 | 5,561,933 | 6,027,708 | 108 | % | |||||||||||
| Total revenue | 15,619,411 | 7,326,234 | 8,293,177 | 113 | % | |||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Cost of pharmaceuticals sold | 3,330,910 | 1,351,156 | 1,979,754 | 147 | % | |||||||||||
| Medical consumables | 2,961,769 | 1,080,010 | 1,881,759 | 174 | % | |||||||||||
| Salaries and benefits | 3,408,406 | 2,259,143 | 1,149,263 | 51 | % | |||||||||||
| Office supplies | 327,860 | 247,418 | 80,442 | 33 | % | |||||||||||
| Vehicle expenses | 101,231 | 41,442 | 59,789 | 144 | % | |||||||||||
| Utilities expenses | 304,775 | 226,010 | 78,765 | 35 | % | |||||||||||
| Operating leases expense | 306,965 | 269,204 | 37,761 | 14 | % | |||||||||||
| Advertising and promotion expenses | 6,780 | 16,638 | (9,858 | ) | (59 | %) | ||||||||||
| Interest expense | 406,544 | 291,518 | 115,026 | 39 | % | |||||||||||
| Professional fee | 8,000 | 8,908 | (908 | ) | (10 | %) | ||||||||||
| Warrant expense | (7 | ) | 20,531 | (20,538 | ) | (100 | %) | |||||||||
| Depreciation | 882,235 | 807,974 | 74,261 | 9 | % | |||||||||||
| Total operating costs and expenses | 12,045,468 | 6,619,952 | 5,425,516 | 82 | % | |||||||||||
| Earnings from operations before other income and income taxes | 3,573,943 | 706,282 | 2,867,661 | 406 | % | |||||||||||
| Other (expenses) income | (6,751 | ) | (3,776 | ) | (2,975 | ) | 79 | % | ||||||||
| Earnings from operations before income taxes | 3,567,192 | 702,506 | 2,864,686 | 408 | % | |||||||||||
| Income tax | 928,376 | 206,584 | 721,792 | 349 | % | |||||||||||
| Net income | 2,638,816 | 495,922 | 2,142,894 | 432 | % | |||||||||||
| Less: net income attributable to non-controlling interests | 791,645 | 168,238 | 623,407 | 371 | % | |||||||||||
| Net income attributable to the Company | $ | 1,847,171 | $ | 327,684 | $ | 1,519,487 | 464 | % | ||||||||
| Comprehensive income: | ||||||||||||||||
| Foreign currency translation adjustment | 208,210 | (73,749 | ) | 281,959 | (382 | %) | ||||||||||
| Foreign currency translation adjustment attributable to non-controlling interests | 59,103 | (22,590 | ) | 81,693 | (362 | %) | ||||||||||
| Foreign currency translation adjustment attributable to the Company | 149,103 | (51,159 | ) | 200,266 | (391 | %) | ||||||||||
| Comprehensive income | $ | 2,847,026 | $ | 422,173 | $ | 2,424,853 | 574 | % | ||||||||
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Revenue
Operating revenue for the three months ended March 31, 2022, which resulted primarily from pharmaceuticals revenue and patient services revenue, was $15,619,411, an increase of 113% as compared with the operating revenue of $7,326,234 for the three months ended March 31, 2021. Revenue from the sale of pharmaceuticals increased by 128%, and revenue from provision of patient services increased by108%. The increase was primarily a result of the alleviation of COVID-related restrictions imposed by government agencies on business operations within Harbin City during 2020 that continued during the first quarter of 2021. The restrictions severely restricted the Hospital’s opportunities for performing out-patient treatment services and elective surgery, among other treatments. The restrictions has been relaxing, which allowed Jiarun Hospital to provide a full scale of professional medical and healthcare services to the Harbin community in the first quarter of 2022. During the first quarter of 2022, the Company has provided service to 142,005 patients, an increase of 76% (or 61,543 patients); compared with the 80,462 patients treated at Jiarun Hospital in the first quarter of 2021.
Operating Costs and Expenses
Total operating costs and expenses were $12,045,468 for the three months ended March 31, 2022, an increase of $5,425,516 or 82% as compared to $6,619,952 for the first quarter of 2021. Since revenue increased by 113% quarter-to-quarter, the 82% increase in operating costs and expenses correlated with the 113% increase in revenue. The primary components of the $5,425,516 increase in costs and expenses were:
| ● | $1,979,754 increase in the cost of pharmaceuticals and $1,881,759 increase in the cost of medical consumables. These 147% and 174% increases in expenses attributable to pharmaceuticals and medical consumables were primarily related to the 128% increase in pharmaceuticals revenue and the 108% increase in patient service revenue. Medical consumables mainly consist of materials expenses, medical repair expenses and test reagents. The largest component of the increase was the increase in materials expenses of $820,722. |
| ● | $1,149,263 increase in salaries and benefits, reflecting $1,045,353 increase in salaries, and $32,130 increase in social insurance expense. This 51% increase in our labor costs was primarily caused by the revenue increase attributable to the hospitals, as we have been incurring sufficient human resources to meet the full scale operations of our branch hospitals. |
Income Taxes
Corporate Income Tax (CIT) is determined under the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC. Income tax is payable by enterprises at a rate of 25% of their taxable income.
According to the PRC “Notice on Preferential Corporate Income Tax (CIT) Treatment for Eligible Equipment or Machinery (Cai Shui [2018] No. 54)”, a 100% immediate tax deduction for CIT purposes is allowed for purchases of equipment on the condition that the unit price of each item of equipment or machinery is individually less than RMB5 million. Depreciation for tax purposes is not required. Basis differences between tax and GAAP for depreciation of property and equipment exist because in the first quarter of 2022 the Company purchased Eligible Equipment for RMB 9.8 million, with $383,950 deferred income tax, creating differences between the tax treatment mandated by the Chinese government and GAAP tax treatment.
Income from operations and net income
Income from Operations was $3,573,943 for the three months ended March 31, 2022, as compared with operating income of $706,282 for the three months ended March 31, 2021. After deducting other income and expenses as well as the provision for income tax, the Company’s net income for the three months ended March 31, 2021 was $2,638,816, representing an increase of $2,142,894 or 432%, from $495,922 recorded for the three months ended March 31, 2021. The increase of income from operations and net income for the three months ended March 31, 2022 were primarily due to aforementioned upward changes in operating revenue and expenses.
Our net income was produced by Jiarun. Because we own only 70% of the equity interest in Jiarun (the other 30% being owned by our Chairman, Junsheng Zhang), we reduced our net income for the three months period ended March 31, 2022 and 2021 by an allocation to the “non-controlling interests” of $791,645 and $168,238, respectively, before recognizing net income attributable to the Company. After those allocations, our net income attributable to the Company for the three months ended March 31, 2022and 2021 was $1,847,171 ($0.0992 per share) and $327,684 ($0.0180 per share), respectively.
Foreign Currency Translation Adjustment.
Our reporting currency is the U.S. dollar. Our local currency, Renminbi (RMB), is our functional currency. Results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. For the three months ended March 31, 2022 and 2021, foreign currency translation adjustments of $208,210 (of which $59,103 was attributable to the non-controlling interest) and $(73,749) (of which $(22,590) was attributable to the non-controlling interest), respectively, have been reported as other comprehensive income in the consolidated statements of operations and comprehensive income.
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Liquidity and Capital Resources
As of March 31, 2022, the Company had $1,946,561 of cash and cash equivalents, an increase of $1,090,590 from our cash balance at December 31, 2021. The increase was primarily caused by our operating activities, which provided $4,617,839 of cash during the first quarter of 2022. even though there were $2,783,041 and $867,501 cash used in investing and financing activities
Our working capital deficit at March 31, 2022 was $3,122,501, an improvement of $611,070 from our deficit of $3,733,571 in working capital at December 31, 2021. The increase was primarily attributable to $4,617,839 in cash provided by operating activities during the first quarter of 2022.
Our working capital deficit limits our ability to finance expansion. It is noteworthy, however, that our current liabilities include $37,434 in amounts due to related parties, all of which is owed to our Chairman, Junsheng Zhang, and $2,672,013 representing the current portion of our lease obligations, most of which is also owed to Chairman Zhang. We believe, therefore, that our liquidity is adequate to continue operations at our current level and fund a modest expansion program.
Although our current resources and cash flows are adequate to pay our current ongoing obligations, we anticipate that our future liquidity requirements will arise from the need to fund our growth and future capital expenditures. The primary sources of funding for such growth requirements are expected to be additional funds raised from the sale of equity and/or debt financing. However, we can provide no assurances that we will be able to obtain additional financing on terms satisfactory to us.
Cash Flows and Capital Resources
Our cash flows for the first quarters of 2022 and 2021 are summarized below:
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Net cash provided by operating activities | 4,617,839 | 267,086 | ||||||
| Net cash (used in) investing activities | (2,783,041 | ) | (296,102 | ) | ||||
| Net cash (used in) financing activities | (867,501 | ) | (400,236 | ) | ||||
| Effect of exchange rate fluctuation on cash and cash equivalents | 123,293 | (11,931 | ) | |||||
| Net (decrease) in cash and cash equivalents | 1,090,590 | (441,183 | ) | |||||
| Cash and cash equivalents, beginning of period | 855,971 | 844,827 | ||||||
| Cash and cash equivalents, ending of period | $ | 1,946,561 | $ | 403,644 | ||||
Net Cash Provided by Operating Activities
For the three months ended March 31, 2022, we had positive cash flow from operating activities of $4,617,839, an increase of $4,350,753 from $267,086 of cash flow for the three months ended March 31, 2021. Cash flow from operations increased primarily because of our net income, but also in part because we increased our accounts payable by $1,905,118 and increased our accrued expenses and other current liabilities by $935,420. Cash flow from operations was offset by an increase of $870,541 in accounts receivables and our used of $1,410,638 to fund prepayments and other current assets.
In addition, several other factors contributed to the increment in cash flow from operations, including:
| ● | Our accounts payable and accrued expenses and other current liabilities balance were increased by $1,905,118 and $935,420 respectively. |
| ● | Our net cash flow was reduced by a depreciation charge of $882,235, which did not cause a corresponding use of cash, as well as other non-cash expenses totaling $406,537. |
At the same time, as a result of the $4,617,839 in cash provided by operations, our balance sheet at March 31, 2022 showed a working capital deficit of $3,122,501, representing an improvement of $611,070 from our working capital deficit at December 31, 2021.
Net Cash Used in Investing Activities
Net cash used in investing activities for the three months ended March 31, 2022 was $2,783,041, compared to net cash used in investing activities of $296,102 for the three months ended March 31, 2021. The cash used in investing activities for the three months ended March 31, 2022 and 2021 was mainly used for the purchase of medical equipment and payment of Construction in progress.
Net Cash Used in Financing Activities
Net cash used in financing activities for the three months ended March 31, 2022 was $867,501, as compared to net cash used in financing activities of $400,236 for the three months ended March 31, 2021. The cash used in financing activities for the three months ended March 31, 2022 and 2021 was mainly applied to payment of our finance lease and interest expenses.
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Although our current resources and cash flows are adequate to pay our current ongoing obligations, we anticipate that our future liquidity requirements will arise from the need to fund our growth and future capital expenditures. The primary sources of funding for such growth requirements are expected to be additional funds raised from the sale of equity and/or debt financing. However, we can provide no assurances that we will be able to obtain additional financing on terms satisfactory to us.
Trends, Events and Uncertainties
The China Ministry of Health, as well as other related agencies, may change the monetary amounts we can charge for medical services, drugs and medications. We cannot predict the impact of these proposed changes since the changes are not fully defined and we do not know whether such changes will ever be implemented or when they may take effect.
We plan to acquire other hospitals and companies involved in the healthcare industry in the PRC using cash and shares of our common stock. Substantial capital may be needed for these acquisitions and we may need to raise additional funds through the sale of our common stock, debt financing or other arrangements. We do not have any commitments or arrangements from any person to provide us with any additional capital. Additional capital may not be available to us, or if available, on acceptable terms, in which case we would not be able to acquire other hospitals or businesses in the healthcare industry.
Other than the factors listed above we do not know of any trends, events or uncertainties that have had or are reasonably expected to have a material impact on our net sales or revenues or income from continuing operations. Our business is not seasonal in nature.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet items reasonably likely to have a material effect on our financial condition.
Recent Accounting Pronouncements
Recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not, or are not believed by management to, have a material effect on the Company’s present or future consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluations of Disclosure Controls and Procedures
Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of March 31, 2022. Based on this evaluation, Management determined that the following material weakness existed in our internal control over financial reporting
| ● | Inadequate and ineffective controls over accounting for income taxes. We did not have adequate design or operation of controls that provide reasonable assurance that the accounting for income taxes, including the related financial statement disclosures, were in accordance with U.S. GAAP. Specifically, we did not have sufficient technical expertise in the income tax function to provide adequate review and control with respect to the (a) identification and ongoing evaluation of uncertain tax positions in foreign tax jurisdictions; (b) complete and accurate recording of deferred tax assets and liabilities due to differences in accounting treatment for book and tax purposes; and (c) complete and accurate recording of inputs to the consolidated income tax provision and related accruals. |
The aforesaid weakness in our internal controls was identified in connection with the preparation of our financial statements for the year ended December 31, 2019. At that time, management adopted a remediation plan. The interference in our business operations caused by restrictions on business activities related to the COVID-19 pandemic has delayed our ability to implement the remediation plan.
Changes in Internal Control over Financial Reporting
During the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company has no knowledge of existing or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors included in the Annual Report on Form 10-K for the year ended December 31, 2021 filed on April 15, 2022.
ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Unregistered sales of equity securities
The Company did not effect any sales of unregistered securities during the first quarter of fiscal 2022.
(b) Purchases of equity securities
The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the first quarter of fiscal 2022.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None,
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ITEM 6. EXHIBITS
INDEX TO EXHIBITS
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
JRSIS HEALTH CARE CORPORATION. (Registrant)
| Signature | Title | Date | ||
| /s/ Lihua Sun | Chief Executive Officer | May 20, 2022 | ||
| Lihua Sun | (Principal Executive Officer) | |||
| /s/ Xuewei Zhang | Chief Financial Officer | May 20, 2022 | ||
| Xuewei Zhang | (Principal Financial and Accounting Officer) |
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