UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended September 30, 2020

 

or

 

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

 

For the transition period from _______ to _______

 

Commission File Number: 000-56013

 

JRSIS HEALTH CARE CORPORATION.  

(Exact name of Registrant as specified in its charter)

 

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

 

No. 38 South Street 

Hulan District, Harbin City, 

Heilongjiang Province, China 150025

(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.    Yes  ☒  No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒  No  ☐

 

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

 

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No  ☒

 

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

 

As of the date of filing of this report, there were outstanding 18,056,331 shares of the issuer’s common stock, par value $0.001 per share.

 

 

TABLE OF CONTENTS

 

		Page
PART I – FINANCIAL INFORMATION		1
Item 1	Consolidated Financial Statements	F-1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4	Controls and Procedures	9
PART II – OTHER INFORMATION		10
Item 1	Legal Proceedings	10
Item 1A	Risk Factors	10
Item 2	Unregistered Sale of Equity Securities and Use of Proceeds	10
Item 3	Defaults Upon Senior Securities	10
Item 4	Mine Safety Disclosures	10
Item 5	Other Information	10
Item 6	Exhibits	11
	Signatures	12

 

 

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 nine months ended September 30, 2020 are not necessarily indicative of the results that can be expected for the year ended December 31, 2020.

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

		Page
JRSIS HEALTH CARE CORPORATION
Consolidated Balance Sheets — September 30, 2020 (Unaudited) and December 31, 2019		F-2
Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)		F-3
Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)		F-4
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 (Unaudited)		F-5
Notes to Consolidated Financial Statements (Unaudited)		F-6 - F-22

 

 

JRSIS HEALTH CARE CORPORATION

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN USD, EXCEPT SHARES)

 

		September 30,				December 31,
		2020				2019
		(Unaudited)
Assets
Current Assets:
Cash and cash equivalents		$	812,102			$	1,971,129
Accounts receivable, net			2,933,622				4,583,835
Inventories			1,425,682				1,072,741
Other receivables			52,827				47,385
Prepayments			784,097				1,301,351
Deferred expenses			435,881				257,203
Deposits for capital leases-current portion			-				280,422
Total current assets			6,444,211				9,514,066
Construction in progress			658,473				-
Property and equipment, net			28,663,983				22,838,622
Long term deferred expenses			2,519,141				2,978,936
Deposits for capital leases			671,439				655,569
Right-of-use assets			14,058,988				15,641,489
Total assets		$	53,016,235			$	51,628,682
Liabilities and shareholders’ equity
Current Liabilities:
Accounts payable		$	5,847,335			$	3,619,442
Notes payable			528,441				358,382
Deposits received			13,560				24,487
Amount due to related parties			438,246				1,794,540
Other payable			52,694				10,752
Deferred tax payable-current			271,421				245,943
Tax payable			-				12,047
Payroll payable			490,238				1,395,034
Lease obligation-current portion			1,753,200				2,680,421
Convertible note			-				774,567
Total current liabilities			9,395,135				10,915,615
Deferred tax payable			2,888,346				1,702,752
Warrant liabilities			42,818				110,840
Lease obligation			12,391,531				13,295,933
Other capital lease payable			2,680,038				2,616,691
Total liabilities		$	27,397,868			$	28,641,831
Shareholders’ equity
Common stock: $0.001 par value, 100,000,000 shares authorized; 18,056,331 and 17,975,999 issued and outstanding at September 30, 2020 and December 31, 2019, respectively			18,056				17,976
Additional Paid-in capital			23,165,865				22,825,787
Retained earnings			(5,575,971	)			(6,788,652	)
Other comprehensive income			(875,112	)			(1,236,873	)
Total shareholders’ equity of the Company			16,732,838				14,818,238
Non-controlling interest			8,885,529				8,168,613
Total shareholders’ equity			25,618,367				22,986,851
Total liabilities and shareholders’ equity		$	53,016,235			$	51,628,682

  

See notes to consolidated financial statements

  

 

JRSIS HEALTH CARE CORPORATION 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME 

(AMOUNTS IN USD, EXCEPT SHARES) (UNAUDITED)

 

		Three Months Ended  September 30,								Nine Months Ended  September 30,
		2020				2019				2020				2019
Revenue:
Pharmaceuticals		$	2,462,951			$	2,544,030			$	6,054,148			$	7,946,920
Patient services			7,553,134				5,219,170				16,966,307				14,960,053
Total revenue			10,016,085				7,763,200				23,020,455				22,906,973
Operating costs and expenses:
Cost of pharmaceuticals sold			1,798,004				1,670,367				4,328,675				6,040,467
Medical consumables			2,852,588				1,382,547				5,589,590				3,251,086
Salaries and benefits			2,067,965				1,740,684				5,936,083				4,847,107
Office supplies			488,478				509,647				1,048,658				1,189,712
Vehicle expenses			39,381				69,710				167,199				227,787
Utilities expenses			87,344				90,982				392,827				388,632
Rentals and leases			73,174				24,112				159,782				80,864
Advertising and promotion expenses			9,118				13,194				9,256				39,659
Interest expense			317,704				276,679				774,471				814,032
Professional fee			20,791				114,130				40,385				219,045
Loss of fair value of convertible notes			-				152,904				(322,363	)			428,093
Warrant expense			(263,953	)			96,800				181,136				173,445
Depreciation			649,726				551,810				1,808,738				1,644,389
Total operating costs and expenses			8,140,320				6,693,566				20,114,437				19,344,318
Earnings from operations before other income and income taxes			1,875,765				1,069,634				2,906,018				3,562,655
Other (expenses)			(5,620	)			(3,294	)			(17,026	)			(12,662	)
Earnings from operations before income taxes			1,870,145				1,066,340				2,888,992				3,549,993
Income tax			837,659				221,641				1,138,507				637,475
Net income			1,032,486				844,699				1,750,485				2,912,518
Less: net income attributable to non-controlling interests			266,545				369,366				537,804				1,113,855
Net income attributable to the Company		$	765,941			$	475,333			$	1,212,681			$	1,798,663
Comprehensive income:
Foreign currency translation adjustment attributable to non-controlling interests			298,571				(295,109	)			179,112				(305,737	)
Foreign currency translation adjustment attributable to the Company			648,903				(686,463	)			361,761				(712,766	)
Comprehensive income		$	1,979,960			$	(136,873	)		$	2,291,358			$	1,894,015
Less: Comprehensive income attributable to non-controlling interests			565,116				74,257				716,916				808,118
Comprehensive income attributable to the Company		$	1,414,844			$	(211,130	)		$	1,574,442			$	1,085,897
Basic earnings per share		$	0.0425			$	0.0264			$	0.0673			$	0.1098
Diluted earnings per share			0.0424			$	0.0263			$	0.0672			$	0.1097
Weighted average number of shares outstanding (Basic)			18,042,109				18,013,200				18,021,848				16,380,863
Weighted average number of shares outstanding (Diluted)			18,063,109				18,055,867				18,059,240				16,398,532

  

See notes to consolidated financial statements

 

 

JRSIS HEALTH CARE CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY 

(AMOUNTS IN USD, EXCEPT SHARES) 

  

		Common stock								Retained				Other comprehensive				Additional paid-in				Non- Controlling				Total  Shareholders’
		Quantity				Amount				Earnings				income				capital				Interest				equity
Balance at December 31, 2018			14,975,000			$	14,975			$	12,913,912			$	(983,109	)		$	2,191,363			$	7,895,376			$	22,032,517
Net income			-				-				668,588				-				-				288,799				957,387
Foreign currency translation adjustment			-				-				-				354,157				-				170,771				524,928
Balance at March 31, 2019			14,975,000			$	14,975			$	13,582,500			$	(628,952	)		$	2,191,363			$	8,354,946			$	23,514,832
Net income			-				-				654,742				-				-				455,690				1,110,432
Foreign currency translation adjustment			-				-				-				(380,460	)			-				(181,399	)			(561,859	)
Stock dividend			2,994,999				2,995				(12,913,912	)			-				12,910,917				-				-
Shares issued			40,000				40				-				-				299,960				-				300,000
Balance at June 30, 2019			18,009,999				18,010				1,323,330				(1,009,412	)			15,402,240				8,629,237				24,363,405
Net income			-				-				475,333				-				-				369,366				844,699
Foreign currency translation adjustment			-				-				-				(686,463	)			-				(295,109	)			(981,572	)
Shares issued			6,000				6				-				-				46,794				-				46,800
Balance at September 30, 2019			18,015,999				18,016				1,798,663				(1,695,875	)			15,449,034				8,703,494				24,273,332

  

		Common stock								Retained				Other  comprehensive				Additional paid-in				Non- Controlling				Total  Shareholders’
		Quantity				Amount				Earnings				income				capital				Interest				equity
Balance at December 31, 2019			17,975,999			$	17,976			$	(6,788,652	)		$	(1,236,873	)		$	22,825,787			$	8,168,613			$	22,986,851
Net income			-				-				155,523				-				-				159,394				314,917
Shares issued			40,332				40				-				-				260,118				-				260,158
Foreign currency translation adjustment			-				-				-				(343,827	)			-				(144,115	)			(487,942	)
Balance at March 31, 2020			18,016,331			$	18,016			$	(6,633,129	)		$	(1,580,700	)		$	23,085,905			$	8,183,892			$	23,073,984
Net income			-				-				291,217				-				-				111,865				403,082
Foreign currency translation adjustment			-				-				-				56,685				-				24,656				81,341
Balance at June 30, 2020			18,016,331			$	18,016			$	(6,341,912	)		$	(1,524,015	)		$	23,085,905			$	8,320,413			$	23,558,407
Net income			-				-				765,941				-				-				266,545				1,032,486
Foreign currency translation adjustment			-				-				-				648,903				-				298,571				947,474
Shares issued			40,000				40				-				-				79,960				-				80,000
Balance at September 30, 2020			18,056,331			$	18,056			$	(5,575,971	)		$	(875,112	)		$	23,165,865			$	8,885,529			$	25,618,367

 

See notes to consolidated financial statements

 

 

JRSIS HEALTH CARE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS 

(AMOUNTS IN USD, EXCEPT SHARES)

 

		Nine Months Ended September 30,
		2020				2019
		(Unaudited)				(Unaudited)
Cash Flows From Operating Activities
Net income		$	1,750,485			$	2,912,518
Adjustments to reconcile net income to net cash provided by operating activities:			-
Depreciation			1,808,738				1,644,389
Interest expense			774,471				-
Prepaid commitment expense			-				300,000
Convertible notes expense			(322,363	)			428,093
Warrant expense			181,136				173,445
Changes in operating assets and liabilities:
Accounts receivable, net			1,712,746				593,886
Inventories			(317,979	)			(97,062	)
Amount due from related parties			(20,016	)			143,381
Prepayments and other current assets			825,753				66,226
Accounts payable			2,238,219				(633,301	)
Amount due to related parties			(1,359,833	)			2,716,217
Deposits received			(11,203	)			(7,138	)
Accrued expenses and other current liabilities			247,668				596,572
Net cash provided by operating activities			7,507,822				8,837,226
Cash Flows From Investing Activities
Purchases of property and equipment			(4,679,397	)			(2,936,684	)
Prepayment for property and equipment acquisition			(296,264	)			637,708
Payment of construction in progress			(640,363	)			(1,161,676	)
Payment for Convertible notes			(774,567	)			-
Net cash (used in) investing activities			(6,390,591	)			(3,460,652	)
Cash Flows From Financing Activities
Payments of finance lease obligations			(1,869,766	)			(7,824,219	)
Interest expense			(774,471	)			814,032
Derivative financial instruments			-				724,500
Proceeds from finance lease			-				2,964,017
Non-cash issuance of common stock			340,158				(253,200	)
Net cash (used in) financing activities			(2,304,079	)			(3,574,870	)
Effect of exchange rate fluctuation on cash and cash equivalents			27,821				(48,969	)
Net (decrease) increase in cash and cash equivalents			(1,159,027	)			1,752,735
Cash and cash equivalents, beginning of period			1,971,129				256,450
Cash and cash equivalents, ending of period		$	812,102			$	2,009,185
Supplemental disclosure of cash flow information
Cash paid for income taxes			(1,138,507	)			(637,475	)
Cash paid for interest			(774,471	)			(814,032	)

 

See notes to consolidated financial statements

 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 1. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

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

 

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

 

●

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

 

●

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

 

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

 

 

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 nine months ended  September 30,
				2020		2019
				(USD to RMB/ USD to HKD)		(USD to RMB/ USD to HKD)
Assets and liabilities		period end exchange rate		6.8033 / 7.7501		7.1383/ 7.8399
Revenue and expenses		period average		6.9957 / 7.7576		6.8633/ 7.8384

 

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 nine months ended September 30, 2020 and 2019, no customer accounted for more than 10% of net revenue. As of September 30, 2020 and December 31, 2019, three and three customers accounted for more than 5% of net accounts receivable, respectively. For those credit sales, the Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

 

F. Cash and cash equivalents

 

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

 

G. Accounts receivable

 

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

  

H. Inventories

 

Inventories, consisting principally of 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. 

 

 

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. 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		10-40 years
Medical equipment		5-15 years
Transportation instrument		5-10 years
Office equipment		5-10 years
Electronic equipment		5-10 years
Software		5-10 years

 

K. Leases

 

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

 

L. Fair Value Measurement

 

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

 

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

 

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

 

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

 

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

 

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

 

  

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 September 30,				Fair Value Measurement at September 30,  2020
		2020				Level 1				Level 2				Level 3
Convertible Note		$	-			$	-			$	-			$	-
Warrant liability		$	42,818			$	-			$	42,818			$	-

 

A summary of changes in Warrant liability for the nine months ended September 30, 2020 was as follows:

 

Balance at January 1, 2020		$	110,840
Change in fair value of warrant liability			181,136
Exercise in January, 2020			(249,158	)
Balance at September 30, 2020			42,818

 

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:

 

		September 30, 2020
Warrants		Auctus
Market price per share (USD/share)		$	0.56
Exercise price (USD/share)			0.60
Risk free rate			0.241	%
Dividend yield			-
Expected term/Contractual life (years)			1.83
Expected volatility			74.08	%

 

A summary of changes in Convertible Note for the nine months ended September 30, 2020 was as follows:

 

Balance at January 1, 2020		$	774,567
Change in fair value of convertible notes			(332,363	)
Paid in February, 2020			(202,204	)
Paid in April, 2020			(250,000	)
Balance at September 30, 2020			-

 

In May and July of 2019, the Company issued three convertible promissory notes, one each to Labrys Fund, LP, Auctus Fund, LLC and Harbor Gates Capital, LLC. On October 31, 2019, the Company repaid the convertible promissory note issued to Labrys Fund, LP, On February 11, 2020, the Company repaid the convertible promissory note issued to Harbor Gates Capital, LLC. On April 30, 2020, the Company fully satisfied the Promissory Note that it issued to Auctus Fund, LLC in July 2019. Therefore, the Labrys’, Harbor Gates’ and Auctus' Convertible Notes have no fair value as of each subsequent reporting date.

 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

  

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.

 

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. See Note 11 for details.

 

Pharmaceutical sales

 

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

 

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

 

Patient Services

 

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

 

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

 

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

 

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

 

●

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

 

●

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

 

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

 

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

 

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

 

  

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Settlement process

 

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

 

●

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

 

●

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

 

●

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

 

O. Income taxes

 

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

 

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

 

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

 

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

 

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

 

  

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

 

		September 30				December 31
		2020				2019
		(Unaudited)
Accounts receivable		$	5,723,965			$	7,308,224
Less: allowance for doubtful debts			2,790,343				2,724,389
		$	2,933,622			$	4,583,835

 

The Company experienced $ nil bad debts during three and nine months ended September 30, 2020 and 2019. The allowance for doubtful debts as of September 30, 2020 and December 31, 2019 was derived from two years old insurance claims in excess of reimbursable limits submitted by the Company to the Harbin Medical Insurance Management Centre.

 

NOTE 4. INVENTORIES

 

At September 30, 2020 and December 31, 2019, inventories consist of the following:

 

		September 30				December 31
		2020				2019
		(Unaudited)
Western pharmaceuticals		$	755,730			$	554,414
Chinese herbal medicine			32,153				37,621
Medical consumables			629,942				475,916
Other material			7,857				4,790
		$	1,425,682			$	1,072,741

 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 5. PREPAYMENT

 

At September 30, 2020 and December 31, 2019 prepayment consists of the following:

 

		September 30				December 31
		2020				2019
		(Unaudited)
Deposits on medical equipment		$	517,329			$	744,569
Heating fees			-				175,736
Others			266,768				381,046
		$	784,097			$	1,301,351

 

NOTE 6. PROPERTY AND EQUIPMENT

 

At September 30, 2020 and December 31, 2019, property and equipment, at cost, consist of:

 

		September 30,				December 31,
		2020				2019
		(Unaudited)
Transportation equipment		$	1,213,581			$	1,184,896
Medical equipment			22,541,264				17,291,984
Electrical equipment			2,197,208				1,842,552
Office equipment and others			1,102,580				964,669
Buildings			24,274,045				23,700,288
Software			189,522				185,043
Total fixed assets at cost			51,518,200				45,169,432
Accumulated depreciation			(9,050,875	)			(7,021,013	)
Total fixed assets before reclassification		$	42,467,325			$	38,148,419
Reclass to Right-of-use assets			(13,803,342	)			(15,309,797	)
Total fixed assets, net			28,663,983				22,838,622

 

The Company recorded depreciation expense of $649,726 and $551,810, $1,808,738 and $1,644,389 for the three and nine months ended September 30, 2020 and 2019, respectively.

 

NOTE 7. LONG TERM DEFERRED EXPENSES

 

On May 7, 2015, July 3, 2015 and October 16, 2015, Jiarun entered into three lease agreements to lease medical equipment from Hair Finance Leasing (China) Co., Ltd. (“Hair”), a third party, for a five-year period, in which Jiarun is required to pay a consulting fee to Hair for the services provided over the five years.

 

During the year ended December 31, 2018, the Company paid approximately $1.6 million for the decoration of its outpatient building and the two Branch Hospitals. The consulting and decoration fees paid but attributable to the current and subsequent accounting periods were accounted for as deferred expenses and long-term deferred expenses.

 

The current portion of the prepaid consulting and decoration fees were recorded as deferred expenses of $435,881 and $257,203 as of September 30, 2020 and December 31, 2019. The long-term deferred expenses were $2,519,141 and $2,978,936 as of September 30, 2020 and December 31, 2019.

 

The Company recorded consulting fee of $ 5,012 and $16,049 for the three months ended September 30, 2020 and 2019, and decoration fees of $106,715 and $49,303 for the three months ended September 30, 2020 and 2019, respectively. The Company recorded consulting fee of $32,869 and $55,169 for the nine months ended September 30, 2020 and 2019, and decoration fees of $316,705 and $169,477 for the nine months ended September 30, 2020 and 2019, respectively.

 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

 

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

 

Finance lease 

 

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

 

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

 

●

Rental payments of RMB7,000,000 (equivalent to $1,004,593) per year, payable at the beginning of September.

 

●

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

 

●

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

 

●

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

  

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

 

On March 25, 2019 Jiarun entered into a sale and leaseback agreement for the sale-leaseback of properties from Haitong Hengxin International Leasing Company Limited, with a collective net value of $2,609,047. 

 

  

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Continued)   

 

Operating lease 

 

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

 

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

 

The Company’s adoption of the new lease standard included new processes and controls regarding asset financing transactions, financial reporting and a system-related implementation required for the new lease standard. The 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 $14.06 million and $14.14 million, respectively, as of September 30, 2020.

 

As of September 30, 2020, the Company has the following amounts recorded on the Company’s unaudited condensed consolidated balance sheet:

 

		September 30, 2020				December 31, 2019
		(Unaudited)
Assets
Operating lease assets		$	255,646			$	331,693
Finance lease assets			13,803,342				15,309,796
Total		$	14,058,988			$	15,641,489
Liabilities
Current
Operating lease liabilities			117,681				111,414
Finance lease liabilities			1,635,519				2,569,007
Long-term
Operating lease liabilities			137,965				220,279
Finance lease liabilities			12,253,566				13,075,654
Total		$	14,144,731			$	15,976,354

 

The future minimum lease payments for annual capital lease obligation as of September 30, 2020 are as follows:

 

Year		Amounts
2020		$	1,263,151
2021			2,155,864
2022			1,134,231
Thereafter			9,335,839
Total		$	13,889,085

 

The Company recorded finance interest lease fees of $275,126 and $231,063 for the three months ended September 30, 2020 and 2019, and recorded finance interest lease fees of $816,509 and $812,057 for the nine months ended September 30, 2020 and 2019, respectively.

 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Continued)   

 

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

 

Year ending December 31		Amount $
2020			30,034
2021			124,992
2022			100,620
			255,646

 

The company has recorded operating lease expense of $27,900 and $24,112 for three months ended September 30, 2020 and 2019, and recorded operating lease expense of $81,764 and $80,864 for nine months ended September 30, 2020 and 2019 respectively

 

At September 30, 2020 right-of-use assets, consist of:

 

		September 30, 2020 (Unaudited)												December 31, 2019
		Operating lease				Finance lease				Total				Operating lease				Finance lease				Total
Lease assets		$	337,410			$	14,619,851			$	14,957,261			$	432,892			$	16,390,259			$	16,823,151
Accumulated amortization			(81,764	)			(816,509	)			(898,273	)			(101,199	)			(1,080,463	)			(1,181,662	)
Total right-of-use assets, net		$	255,646			$	13,803,342			$	14,058,988			$	331,693			$	15,309,796			$	15,641,489

 

The Company recorded finance lease amortization expense of $275,126 and $391,314 in depreciation and amortization for the three months ended September 30, 2020 and 2019, respectively, and recorded finance lease amortization expense of $816,509 and $929,538 in depreciation and amortization for the nine months ended September 30, 2020 and 2019, respectively. For the three and nine months ended September 30, 2020, the amount of depreciation and amortization was $649,726 and $1,808,738, also included general property and equipment depreciation of $374,600 and $992,229.

 

The Company recorded operating lease expense of $73,174 and $24,112 for the three months ended September 30, 2020 and 2019, and recorded operating lease expense of $159,782 and $80,864 for the nine months ended September 30, 2020 and 2019, including operating lease amortization expense of $27,900 and $24,573 for the three months ended September 30, 2020 and 2019, and $81,764 and $75,003 for the nine months ended September 30, 2020 and 2019, respectively. 

 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

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.

 

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

 

During 2019 and the first nine months of 2020, the Company satisfied the Notes issued to Labrys Fund, LP, Harbor Gates Capital, LLC and Auctus Fund, LLC.

 

Warrant liabilities – The Company issued two common stock purchase warrants (the “warrants”) to purchase 28,200 shares and 21,000 shares of the registrant’s common stock to Labrys Fund, LP and Auctus Fund, LLC. These warrants contain certain reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date (issuance date) and to fair value as of each subsequent reporting date.

 

In January 2020 the Company issued 38,322 shares of common stock to Labrys Fund, LP in full satisfaction of its warrant. At September 30, 2020, the Company marked to market the fair value of the Auctus Fund warrant liability and determined a fair value of $42,818. The Company recorded a loss from issuance expense and change in fair value of warrant liability of $(263,953) and $181,136 for three and nine months ended September 30, 2020. The fair value of the warrant liability was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 70.08%, (3) weighted average risk-free interest rate of 0.241%, (4) expected life of 1.83 years, and (5) the quoted market price of the Company’s common stock at each valuation date.

 

NOTE 10. NON-CONTROLLING INTERESTS 

 

Jiarun is the Company’s majority-owned subsidiary which is consolidated in the Company’s financial statements with a non-controlling interest recognized. The Company holds a 70% equity interest in Jiarun as of September 30, 2020 and December 31, 2019.

 

As of September 30, 2020 and December 31, 2019, NCI on the consolidated balance sheet was $8,885,529 and $8,168,613, respectively, representing the 30% of Jiarun that is owned by Junsheng Zhang.

 

For the three months ended September 30, 2020, the comprehensive income attributable to shareholders’ equity and NCI is $1,414,844 and $565,116 respectively. For the nine months ended September 30, 2020, the comprehensive income attributable to shareholders’ equity and NCI is $1,574,442 and $716,916, respectively.

 

For the three months ended September 30, 2019, the comprehensive income attributable to shareholders’ equity and NCI is $(211,130) and $74,257 respectively. For the nine months ended September 30, 2019, the comprehensive income attributable to shareholders ‘equity and NCI is $1,085,897 and $808,118, respectively. 

 

 

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 September 30,
		2020				2019
		(Unaudited)				(Unaudited)
Pharmaceuticals:
Western pharmaceuticals		$	1,869,252			$	1,989,732
Chinese medicine			235,613				296,327
Herbal medicine			358,086				257,971
Total pharmaceuticals		$	2,462,951			$	2,544,030
Patient services:
Medical consulting		$	3,509,366			$	2,732,914
Medical treatment			3,496,691				2,215,895
Others			547,077				270,361
Total patient services		$	7,553,134			$	5,219,170
		$	10,016,085			$	7,763,200

 

		Nine Months Ended September 30,
		2020				2019
		(Unaudited)				(Unaudited)
Pharmaceuticals:
Western pharmaceuticals		$	4,682,550			$	6,229,016
Chinese medicine			558,715				989,317
Herbal medicine			812,883				728,587
Total pharmaceuticals		$	6,054,148			$	7,946,920
Patient services:
Medical consulting		$	7,607,046			$	7,197,523
Medical treatment			8,586,527				7,078,626
Others			772,734				683,904
Total patient services		$	16,966,307			$	14,960,053
		$	23,020,455			$	22,906,973

 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 12. INCOME TAX EXPENSE

 

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

 

United States

 

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

 

BVI

 

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

 

Hong Kong

 

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

 

PRC

 

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

 

According to the PRC “Notice on Preferential Corporate Income Tax (CIT) Treatment for Eligible Equipment or Machinery (Cai Shui [2018] No. 54)”, a 100% immediate tax deduction for CIT purposes is allowed on the condition that the unit price of each item of equipment or machinery is individually less than RMB5 million. Depreciation for tax purposes is not required. Basis differences between tax and GAAP for depreciation of property and equipment exist because in 2020 the Company purchased Eligible Equipment for RMB 35.8 million, with $1.1 million deferred income tax, creating differences between the tax treatment mandated by the Chinese government and GAAP tax treatment.

 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 13. RELATED PARTY TRANSACTIONS

 

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

 

(a) Junsheng Zhang, the Chairman of the Company 

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

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

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

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

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

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

 

Amount due from related parties

 

The amount due from related parties became $ Nil in 2020 and 2019.

 

Amount due to related parties

 

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

 

		September 30,				December 31,
Name of related parties		2020				2019
		(Unaudited)
Harbin Jiarun Pharmacy Co., Ltd		$	22,876			$	-
Heilongjiang Province Runjia Medical Equipment Co., Ltd			2,132				4,306
Harbin Baiyi Real Estate Development Co., Ltd,			-				1,043,131
Junsheng Zhang			413,238				747,103
		$	438,246			$	1,794,540

 

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

 

Amount due to Baiyi mainly represented the debt for the inpatient and outpatient building extension decoration and beauty center decoration.

 

Amounts due to Junsheng Zhang represented the balance 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 nine months ended September 30,
Name of related parties		2020				2019
Harbin Jiarun Pharmacy Co., Ltd		$	22,876			$	69,583
Heilongjiang Province Runjia Medical Equipment Co., Ltd			2,278				7,201
		$	25,.154			$	76,784

 

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 September 30, 2020, the Company has balance of deposits for capital leases and capital lease obligations of $440,963 and $11,541,555, respectively. As of December 31, 2019, the Company has balance of deposits for capital leases and capital lease obligations of $447,021 and $13,148,213, respectively.

 

  

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:  

 

		Nine Months Ended September 30,
		2020				2019
		(Unaudited)				(Unaudited)
Numerator:
Net income available to common stockholders		$	1,212,681			$	1,798,663
Denominator:
Basic weighted-average number of shares outstanding			18,021,848				16,380,863
Diluted weighted-average number of shares outstanding			18,059,240				16,398,532
Net income per share:
Basic EPS		$	0.0673			$	0.1098
Diluted EPS		$	0.0672			$	0.1097

 

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.

 

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 probable or reasonably possible loss contingency as of September 30, 2020 and December 31, 2019.

 

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

 

 

JRSIS HEALTH CARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD)

 

NOTE 16. COMMON STOCK

 

During the first quarter of 2020, the Company issued 38,332 shares to Labrys Fund, LP in full satisfaction of a common stock purchase warrant that the Company had sold to Labrys Fund, LP during 2019, On February 27, 2020, Auctus Fund, LLC converted into 2,000 shares of the Company’s common stock with $2,400 in accrued interest and fees arising under the Promissory Note it had purchase from the Company in July 2019. On August 4, 2020, the Company issued 40,000 shares to StockVest for advertising, promotional and marketing services.

   

NOTE 17. GOING CONCERN

 

As reflected in the accompanying consolidated financial statements, the Company had a $5,575,971 negative retained earnings or accumulated deficit as of September 30, 2020; in addition, the Company’s total current liabilities exceeded its current assets by $2,950,924. These factors raised substantial doubt about its ability to continue as a going concern. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

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 18. SUBSEQUENT EVENTS

 

The Management of the Company determined that there were no material reportable subsequent events required to be disclosed.

 

 

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.

 

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

 

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

 

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

 

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 pharmaceuticals to our patients. Revenues from such sales are included in either our in-patient service revenues or our out-patient service revenues. Our revenues come from individuals as well as third-party payers, including PRC government programs and insurance providers, under which the hospital is paid based upon local government established charges. Revenue from the sale of pharmaceuticals is recognized when it is both earned and realized. The Company’s policy is to recognize the sale of pharmaceuticals when the title to the pharmaceuticals, ownership and risk of loss have transferred to the purchasers, and collection of the sales proceeds is reasonably assured, all of which generally occurs 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 period ended September 30, 2020, 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 $5,723,965 balance in accounts receivable as of September 30, 2020 warranted an allowance for doubtful accounts of $2,790,343. The determination was based on our review of the statement from Harbin Medical Insurance Management Center. Generally, the Center sets an insurance claim limit for the hospital. Although the hospital cannot refuse to receive patients, if the hospital receives too many patients and exceeds the claim limit, there is an excess insurance claim that may not be recoverable. During the next year or two, the Center will pay part of the excess insurance claim to the hospital from an insurance regulatory fund that is shared with all local hospitals that have excess insurance claims. In accordance with the principle of prudence, the Company made a determination that an excess insurance claim that had been outstanding for over two years without reimbursement should be treated as a doubtful account.

 

●

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.

 

Results of Operations

 

The following table shows key components of the results of operations during three months ended September 30, 2020 and 2019: 

 

		Three Months Ended  September 30,								Change
		2020				2019				$				%
Revenue:
Pharmaceuticals		$	2,462,951			$	2,544,030			$	(81,079	)			(3	)%
Patient services			7,553,134				5,219,170				2,333,964				45	%
Total revenue			10,016,085				7,763,200				2,252,885				29	%
Operating costs and expenses:
Cost of pharmaceuticals sold			1,798,004				1,670,367				127,637				8	%
Medical consumables			2,852,588				1,382,547				1,470,041				106	%
Salaries and benefits			2,067,965				1,740,684				327,281				19	%
Office supplies			488,478				509,647				(21,169	)			(4	)%
Vehicle expenses			39,381				69,710				(30,329	)			(44	)%
Utilities expenses			87,344				90,982				(3,638	)			(4	)%
Rentals and leases			73,174				24,112				49,062				203	%
Advertising and promotion expenses			9,118				13,194				(4,076	)			(31	)%
Interest expense, net			317,704				276,679				41,025				15	%
Convertible notes expense			-				152,904				(152,904	)			(100	)%
Warrant expense			(263,953	)			96,800				(360,753	)			(373	)%
Professional fee			20,791				114,130				(93,339	)			(82	)%
Depreciation			649,726				551,810				97,916				18	%
Total operating costs and expenses			8,140,320				6,693,566				1,446,754				22	%
Earnings from operations before other income and income taxes			1,875,765				1,069,634				806,131				75	%
Other income			(5,620	)			(3,294	)			(2,326	)			71	%
Earnings from operations before income taxes			1,870,145				1,066,340				803,805				75	%
Income tax			837,659				221,641				616,018				278	%
Net income			1,032,486				844,699				187,787				22	%
Less: net income attributable to non-controlling interests			266,545				369,366				(102,821	)			(28	)%
Net income attributable to the Company		$	765,941			$	475,333			$	290,608				61	%
Comprehensive income:
Foreign currency translation adjustment attributable to non-controlling interests			298,571				(295,109	)			593,680				(201	)%
Foreign currency translation adjustment attributable to the Company			648,903				(686,463	)			1,335,366				(195	)%
Comprehensive income		$	1,979,960			$	(136,873	)		$	2,116,833				(1547	)%

 

 

The following table shows key components of the results of operations during nine months ended September 30, 2020 and 2019: 

 

		Nine Months Ended  September 30,								Change
		2020				2019				$				%
Revenue:
Pharmaceuticals		$	6,054,148			$	7,946,920			$	(1,892,772	)			(24	)%
Patient services			16,966,307				14,960,053				2,006,254				13	%
Total revenue			23,020,455				22,906,973				113,482				(0.5	)%
Operating costs and expenses:
Cost of pharmaceuticals sold			4,328,675				6,040,467				(1,711,792	)			(28	)%
Medical consumables			5,589,590				3,251,086				2,338,504				72	%
Salaries and benefits			5,936,083				4,847,107				1,088,976				22	%
Office supplies			1,048,658				1,189,712				(141,054	)			(12	)%
Vehicle expenses			167,199				227,787				(60,588	)			(27	)%
Utilities expenses			392,827				388,632				4,195				1	%
Rentals and leases			159,782				80,864				78,918				98	%
Advertising and promotion expenses			9,256				39,659				(30,403	)			(77	)%
Interest expense, net			774,471				814,032				(39,561	)			(5	)%
Convertible notes expense			(322,363	)			428,093				(750,456	)			(175	)%
Warrant expense			181,136				173,445				7,691				4	%
Professional fee			40,385				219,045				(178,660	)			(82	)%
Depreciation			1,808,738				1,644,389				164,349				10	%
Total operating costs and expenses			20,114,437				19,344,318				770,119				4	%
Earnings from operations before other income and income taxes			2,906,018				3,562,655				(656,637	)			(18	)%
Other income (expenses)			(17,026	)			(12,662	)			(4,364	)			34	%
Earnings from operations before income taxes			2,888,992				3,549,993				(661,001	)			(19	)%
Income tax			1,138,507				637,475				(501,032	)			(79	)%
Net income			1,750,485				2,912,518				(1,162,033	)			(40	)%
Less: net income attributable to non-controlling interests			537,804				1,113,855				(576,051	)			(52	)%
Net income attributable to the Company		$	1,212,681			$	1,798,663			$	(585,982	)			(33	)%
Comprehensive income:
Foreign currency translation adjustment attributable to non-controlling interests			179,112				(305,737	)			484,849				(159	)%
Foreign currency translation adjustment attributable to the Company			361,761				(712,766	)			1,074,527				(151	)%
Comprehensive income		$	2,291,358			$	1,894,015			$	397,343				21	%

 

Revenue

 

Operating revenue for the three and nine months ended September 30, 2020, which resulted primarily from pharmaceuticals revenue and patient services revenue, was $10,016,085 and $23,020,455, an increase of 29% and 0.5% as compared with the operating revenue of $7,763,200 and $22,906,973 for the three and nine months ended September 30, 2019. Revenue from the sale of pharmaceuticals decreased by 24%, while revenue from provision of patient services increased by 13% for the nine months ended September 30, 2020. The decrease was primarily a result of restrictions imposed by government agencies on business operations within Harbin City in order to control the spread of COVID-19. These restrictions limited our ability to perform non-emergency medical services, which caused the number of treated inpatients during the first nine months of 2020 to fall by 35% to 9,874 patients, compared with the 15,292 patients treated at Jiarun Hospital in the first nine months of 2019. The restrictions were significantly reduced during the three months ended September 30, 2020, with the result that revenue from patient services increased by 44% in that quarter, compared to the third quarter of 2019

 

 

Operating Costs and Expenses

 

Total operating costs and expenses were $8,140,320 and $20,114,437 for the three and nine months ended September 30, 2020, an increase of $1,446,754 or 22% as compared to $6,693,566 for the third quarter of 2019, and an increase of $770,119 or 4% as compared to $19,344,318 for the first nine months of 2019. The 22% increase in operating expenses for the three months ended September 30, 2020 lagged the 29% increase in revenue in that quarter, with the result that pre-tax operating income increased by 75% for the quarter. However, since revenue increased by only 0.5% nine months - to- nine months, the increase of only 4% in operating costs and expenses caused a substantial reduction in the profitability of the Company’s operations for the first nine months of 2020. The primary reasons for the disparity between the increase in revenues and the reduction in operating costs were:

 

●

the 72% increase in the expense for medical consumables during the nine months ended September 30, 2020. The cost of medical consumables increased, despite the 35% reduction in patients, because the hospital used more medical materials to prevent the spread of COVID-19.

 

●

an increase in salaries and benefits of $1,088,976 in the nine months ended September 30, 2020. This 22% increase in our labor costs was primarily caused by the initiation of operations at our two new branch hospitals. The increase exceeded the revenue increase attributable to the hospitals, as we incurred labor costs in preparation for full scale operations.

 

Income Taxes

 

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

 

According to the PRC “Notice on Preferential Corporate Income Tax (CIT) Treatment for Eligible Equipment or Machinery (Cai Shui [2018] No. 54)”, a 100% immediate tax deduction for CIT purposes is allowed on the condition that the unit price of each item of equipment or machinery is individually less than RMB5 million. Depreciation for tax purposes is not required. Basis differences between tax and GAAP for depreciation of property and equipment exist because in 2020 the Company purchased Eligible Equipment for RMB 35.8 million, with $1.1 million deferred income tax, creating differences between tax and GAAP.

 

Income from operations and net income

 

Income from Operations was $2,906,018 for the nine months ended September 30, 2020, as compared with operating income of $3,562,655 for the nine months ended September 30, 2019. After deducting other income and expenses as well as the provision for income tax, the Company’s net income for the nine months ended September 30, 2020 was $1,750,485 representing a decrease of $1,162,033 or 40%, over $2,912,518 for the nine months ended September 30, 2019. On the other hand, we realized a $806,131 increase (75%) in income from operations comparing the three months ended September 30, 2020 to the three months ended September 30, 2019, with a 22% increase in net income. In both cases, the changes in income from operations and net income were primarily due to the aforementioned changes in operating revenue and expenses.

 

Our net income was produced by Jiarun. Because we own only 70% of the equity interest in Jiarun (the other 30% being owned by our Chairman, Junsheng Zhang), we reduced our net income by an allocation to the “non-controlling interests” of, before recognizing net income attributable to the Company: $537,804 and $1,113,855 for the nine months ended September 30, 2020 and 2019, respectively, and $266,545 and $369,366 for the three month periods then ended. After those allocations, our net income attributable to the Company for the nine months ended September 30, 2020 and 2019 was $1,212,681 ($0.0673 per share) and $1,798,663 ($0.1098 per share), respectively. Net income attributable to the Company for the three months ended September 30, 2020 and 2019 was $764,941 and $475,333, 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 nine months ended September 30, 2020, foreign currency translation adjustments of $540,873 (of which $179,112 was attributable to the non-controlling interest) have been reported as other comprehensive income in the consolidated statements of operations and comprehensive income. For the nine months ended September 30, 2019, foreign currency translation adjustments of ($1,018,503) (of which ($305,737) was attributable to the non-controlling interest) have been reported as other comprehensive loss in the consolidated statements of operations and comprehensive income.

 

 

Liquidity and Capital Resources

 

As of September 30, 2020, the Company had $812,102 in cash and cash equivalents, a decrease of $1,159,027 from our cash balance at December 31, 2019. The decrease was primarily caused by our investing activities, which used $6,390,591 of cash during the first nine months of 2020.

 

Our working capital deficit at September 30, 2020 was $2,950,924, an deterioration of $1,549,375 from our deficit of $1,401,549 in working capital at December 31, 2019. The decrease was primarily attributable to the fact that we reduced our current assets by $3,069,855, while increasing our fixed assets, in particular increasing our property and equipment balance by $5,825,361.  

 

Our working capital deficit limits our ability to finance expansion. It is noteworthy, however, that our current liabilities include $438,246 in amounts due to related parties, all of which is owed to our Chairman, Junsheng Zhang, and $1,753,200 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 half of 2020 and 2019 are summarized below:  

 

		Nine Months Ended September 30,
		2020				2019
Net cash provided by operating activities			7,507,822				8,837,226
Net cash used in investing activities			(6,390,591	)			(3,460,652	)
Net cash used in financing activities			(2,304,079	)			(3,574,870	)
Effect of exchange rate fluctuation on cash and cash equivalents			27,821				(48,969	)
Net increase in cash and cash equivalents			(1,159,027	)			1,752,735
Cash and cash equivalents, beginning of period			1,971,129				256,450
Cash and cash equivalents, ending of period		$	812,102			$	2,009,185

 

Net Cash Provided by Operating Activities

 

For the nine months ended September 30, 2020, we had positive cash flow from operating activities of $7,507,822, a decrease of $1,329,404 from $8,837,226 for the nine months ended September 30, 2019. Cash flow from operations decreased in part because of the $1,162,033 decrease in net income during the nine months ended September 30, 2020. In addition, several other factors contributed to the reduction in cash flow from operations, including:

 

●

The Company increased its inventory balance by $317,979 during the first nine months of 2020, whereas the inventory balance increased by only $97,062 during the first nine months of 2019.

 

●

The Company reduced its accrued expenses balance by $247,668 during the first nine months of 2020; during the first nine months of 2019 accrued expenses balance reduced by $596,572.

  

●

The Company used $322,363 to satisfy convertible notes payable during the first nine months of 2020; during the first nine months of 2019, the Company received $724,500 on sale of those same convertible notes.

 

●

The Company reduced its debt to related parties by $1,359,833 during the first nine months of 2020; during the first nine months of 2019, the Company increased the amount due to related parties by $2.716.217.

 

 

Cash flow from operating activities during the first nine months of 2020 substantially exceeded net income, primarily because of an increase in the Company’s accounts payable balance by $2,238,219 and an increase in the accounts receivable balance by $1,712,746. These items do not necessarily represent patterns that will be repeated: the Company's ability to defer satisfaction of its payables without injuring its relations with vendors is limited; the surge in third quarter revenue leading to increased accounts receivable reflects in part delivery of medical procedures that were delayed by the pandemic. It is the case, therefore, that the Company’s ability to generate cash from operating activities during the first nine months of 2020 despite the reduction in its profitability may not be replicable in the future operation.

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities for the nine months ended September 30, 2020 was $6,390,591, compared to net cash used in investing activities of $3,460,652 for the nine months ended June 30, 2019. The cash used in investing activities for the nine months ended September 30, 2020 and the nine months ended September 30, 2019 was mainly used for the purchase of medical equipment and payment of Construction in progress.

 

Net Cash Provided by Financing Activities

 

Net cash used in financing activities for the nine months ended September 30, 2020 was $2,304,079, as compared to net cash used in financing activities of $3,574,870 for the nine months ended September 30, 2019. The cash used in financing activities for the nine months ended September 30, 2020 was mainly due to payment on account of finance leases of $3,418,708.

 

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 September 30, 2020. 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 and impaired 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.

 

 

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, 2019 filed on June 16, 2020.

 

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

 

(a) Unregistered sales of equity securities  

 

In August 2020 the Company issued 40,000 shares of its common stock to StockVest as compensation for services. The sale was exempt from registration pursuant to Section 4(a)(2) of the Securities Act because the sale was made to a sophisticated investor, not in a public offering, and the investor was taking the shares for investment only.

 

Other than the aforesaid, the Company did not effect any sales of unregistered securities during the third quarter of fiscal 2020.

 

(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 third quarter of fiscal 2020.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM 5. OTHER INFORMATION

 

None,

 

ITEM 6. EXHIBITS

 

INDEX TO EXHIBITS

 

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

 

 

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		November 13, 2020
Lihua Sun		(Principal Executive Officer)
/s/ Xuewei Zhang		Chief Financial Officer		November 13, 2020
Xuewei Zhang		(Principal Financial and Accounting Officer)

 

 

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