UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2021.

 

Commission File Number: 001-38146

 

ZK INTERNATIONAL GROUP CO., LTD.

(Translation of registrant’s name into English)

 

c/o Zhejiang Zhengkang Industrial Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial Park

Economic & Technology Development Zone

Wenzhou, Zhejiang Province

People’s Republic of China 325025

Tel: +86-577-86852999

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

  Form 20-F x Form 40-F ¨  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

 

 

 INCORPORATION BY REFERENCE

 

This report on Form 6-K shall be deemed to be incorporated by reference into the Registration Statement of ZK International Group Co., Ltd.  on Form F-3 filed on April 15, 2019 (File No. 333-230860) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

 

 

EXHIBIT INDEX

 

Exhibit No   Description
99.1   Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months ended March 31, 2021 and 2020
99.2   Unaudited Interim Condensed Consolidated Financial Statements for the Six Months ended March 31, 2021 and 2020
99.3   Press Release – ZK International Group Co., Ltd. Announces Record Revenue of $42.17 Million, an Increase of 4.98% for the First Half of Fiscal Year 2021

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 26, 2021 ZK INTERNATIONAL GROUP CO., LTD. 
   
  By:  /s/ Jiancong Huang
  Name: Jiancong Huang
  Title: Chief Executive Officer and Chairman of the Board

 

Exhibit 99.1

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

IN CONNECTION WITH THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2021 AND 2020

 

In this report, as used herein, and unless the context suggests otherwise, the terms “ZK” “Company” “we” “us” or “ours” refer to the combined business of ZK International Group Co., Ltd., its subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “Renminbi” and “RMB” are to the legal currency of China. References to “SEC” are to the Securities and Exchange Commission.

 

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this report on Form 6-K and with the discussion and analysis of our financial condition and results of operations contained in our Annual Report on Form 20-F for the fiscal year ended September 30, 2020 filed with the Securities and Exchange Commission on February 9, 2021 (the “2020 Annual Report”). This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those identified elsewhere in this report on Form 6-K, and those listed in the 2020 Annual Report under “Item 1A. Risk Factors” or in other parts of the 2020 Annual Report.

 

Results of Operations

 

The tables in the following discussion summarize our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements included elsewhere in this press release. The operating results in any period are not necessarily of the results that may be expected for any future period.

 

    For the Six Months Ended 
March 31,
 
    2021     2020  
Revenues   $ 42,168,823     $ 40,169,585  
Cost of sales     (37,461,065 )     36,963,308  
Gross profit     4,707,758       3,206,277  
                 
Operating expenses:                
Selling and marketing expenses     2,769,264       961,513  
General and administrative expenses     1,166,210       1,272,675  
Research and development costs     2,419,355       630,692  
Total operating expenses     6,354,829       2,864,880  
                 
Operating Income (loss)     (1,647,071 )     341,397  
                 
Other income (expenses):                
Interest expenses     (528,598 )     (424,463 )
Interest income     9,543       3,003  
Other income (expenses), net     325,539       170,391  
Total other income (expenses), net     (193,516 )     (251,069 )
                 
Income (Loss) before income taxes     (1,840,587 )     90,328  
                 
Income tax provision     (76,306 )     -  
                 
Net income (loss)   $ (1,916,893 )   $ 90,328  
Net income (loss) attributable to non-controlling interests     (1,334,346 )     (2,500 )
                 
Net income (loss) attributable to ZK International Group Co., Ltd.   $ (582,547 )   $ 87,828  
                 
Net income (loss)   $ (1,916,893 )   $ 90,328  
                 
Other comprehensive income:                
Foreign currency translation adjustment     1,863,153       414,042  
                 
Total comprehensive income (loss)     (53,740 )     504,370  
Comprehensive income (loss) attributable to non-controlling interests     (1,315,874 )     5,098  
Comprehensive income attributable to ZK International Group Co., Ltd.     1,262,134       499,272  
                 
Basic and diluted earnings per share                
Basic     (0.03 )     0.01  
Diluted     (0.03 )     0.01  
Weighted average number of shares outstanding                
Basic     19,243,252       16,528,037  
Diluted     21,743,252       16,528,037  

 

 

 

 

Revenue

 

Revenue increased by $1,999,238 or 4.98%, to $ 42,168,823 for the six months ended March 31, 2021 from $40,169,585 for the six months ended March 31, 2020. The increase in revenues was primarily driven by our increased sales of stainless steel coil and strip as compared to our stainless steel piping and fitting products. During six months ended March 31, 2021, the sales of stainless steel coil and strip accounts for approximately 53.85% of our total revenue, as compared to 50.84%of our total revenue during six months ended March 31, 2020.

 

Gross profit

 

Our gross profit increased by $1,501,481, or 46.83%, to $4,707,758 for the six months ended March 31, 2021 from $3,206,277 for the six months ended March 31, 2020. Gross profit margin was 11.16% for the six months ended March 31, 2021, as compared to 7.98%% for the six months ended March 31, 2020. The increase of gross profit was primarily due to increased weighted average selling prices of our water and gas piping products as the result of domestic demand recovery of construction materials and piping infrastructure. The gross profit of stainless steel coil products is approximately 0.21% due to the decrease of average selling price of stainless steel coil products, while our water and gas piping products generally have gross margin of 23.75% during six months ended March 31, 2021.

 

Selling and Marketing Expenses

 

We incurred $2,769,264 in selling and marketing expenses for the six months ended March 31, 2021, compared to $961,513 for the six months ended March 31, 2020. Selling and marketing expenses increased by $1,807,751, or 188.01%, during the six months ended March 31, 2021 compared to the six months ended March 31, 2020. This increase is primarily due to stock-based marketing expenses we paid to third party for the marketing and promoting services provided to xSigma Corporation, a subsidiary of the Company. On February 15, 2021, ZK entered into a Consultancy Agreement (the “Agreement”) with Dentoro Alliance LP, a company incorporated in the Republic of Ireland (the “Consultant”). Pursuant to the Agreement, the Consultant agreed to provide marketing services for the business development of xSigma Corporation, including website development, social media and community management, content creation and public relations management. In exchange for the Consultant’s services, the Company agreed to pay the Consultant 250,000 ordinary shares of the Company. The shares are valued at $3.58/share.

 

 

 

 

General and Administrative expenses

 

We incurred $1,166,210 in general and administrative expenses for the six months ended March 31, 2021, compared to $1,272,675 for the six months ended March 31, 2020. General and administrative expenses decreased by $106,465, or 8.37%, for the six months ended March 31, 2021 compared to the same period in 2020. The slight decrease is primarily due to decrease in travelling expenses and administrative staff salary.

 

Research and Development Expenses

 

We incurred $2,419,355 in research and development expenses for the six months ended March 31, 2021, compared to $630,692 for the six months ended March 31, 2020. R&D expenses increase by $1,788,663, or 283.60%, for the six months ended March 31, 2021 compared to the same period in 2020. The significant increase was primarily due to the expenses we paid to our various subsidiaries to to develop a DeFi exchange, a cryptocurrency trading platform, and an NFT platform.

 

Income from operations

 

As a result of the factors described above, especially our expanded operations, increase of research and development expenses and consulting share issuances, we incurred operating loss of $1,647,071 for the six months ended March 31, 2021, compared to operating income of $341,397 for the six months ended March 31, 2020, an decrease of operating income of $1,988,468.

 

Other income and expenses

 

Our interest income and expenses were $9,543 and $528,598, respectively, for the six months ended March 31, 2021, compared to interest income and expenses of $3,003 and $424,463, respectively, for the six months ended March 31, 2020. The increase of interest expense is primarily due to the increase of bank loan incurred during fiscal half year of 2021. Other income mainly consists of government grant for financial support to the Company under local government’s innovation incentive programs.

 

Net Income

 

As a result of the factors described above, especially our expanded operations, increase of research and development expenses and consulting share issuances, we incurred net loss of $1,916,893 for the six months ended March 31, 2021, compared to net profit of $90,328 for the six months ended March 31, 2020, a decrease in profit of $2,007,221.

 

Foreign currency translation

 

Our consolidated financial statements are expressed in U.S. dollars but the functional currency of our operating subsidiaries is RMB. Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period and equity is translated at historical exchange rates. Translation adjustments resulting from the process of translating the financial statements denominated in RMB into U.S. dollars are included in determining comprehensive income. Our foreign currency translation gain for the six months ended March 31, 2021 was $1,863,153, compared to a currency translation gain of $414,042 for the six months ended March 31, 2020, an increase of $1,449,111. The increased gain is primarily due to the appreciation of RMB against the U.S. dollars.

 

Liquidity and Capital Resources

 

As of March 31, 2021 and 2020, we had cash and cash equivalents of $23,792,863 and $1,392,405 respectively. The significant increase of cash in 2021 fiscal half year is primarily attributable to our financing activities as result of a series of stock issuances to fund our operations and expansion. We believe that our current cash, cash to be generated from our operations and access to capital market will be sufficient to meet our working capital needs for at least the next twelve months. However, we do not have any amounts committed to be provided by our related party. We are also not dependent upon future financing to meet our liquidity needs for the next twelve months. However, we plan to expand our business to implement our growth strategies in the water supply market and strengthen our position in the marketplace. To do so, we may need more capital through equity financing to increase our production and meet market demands.

 

 

 

 

Substantially all of our operations are conducted in China and all of our revenues, expense, cash and cash equivalents are denominated in Renminbi (RMB). RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict its ability to convert RMB into U.S. Dollars.

 

Under applicable PRC regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reaches 50% of its registered capital. These reserves are not distributable as cash dividends. The board of directors of a foreign-invested enterprise has the discretion to allocate a portion of its after-tax profits to staff welfare and bonus funds, which may not be distributed to equity owners except in the event of liquidation. Under PRC law, RMB is currently convertible into U.S. Dollars under a company’s “current account,” which includes dividends, trade and service-related foreign exchange transactions, without prior approval of the State Administration of Foreign Exchange (SAFE), but is not from a company’s “capital account,” which includes foreign direct investments and loans, without the prior approval of the SAFE.

 

With respect to retained earnings accrued after such date, our board of directors may declare dividends after taking into account our operations, earnings, financial condition, cash requirements and availability and other factors as it may deem relevant at such time. Any declaration and payment, as well as the amount, of dividends will be subject to our By-Laws, charter and applicable Chinese and U.S. state and federal laws and regulations, including the approval from the shareholders of each subsidiary which intends to declare such dividends, if applicable.

 

We have limited financial obligations dominated in US dollars, thus the foreign currency restrictions and regulations in the PRC on the dividends distribution will not have a material impact on the liquidity, financial condition and results of operations of the Company.

 

Cash Flow Summary

 

    For the Six Months Ended 
March 31,
 
    2021     2020  
Net cash used in (provided by) operating activities   $ (4,234,329 )   $ 1,070,999  
Net cash provided by (used in) investing activities     57,857       (574,050 )
Net cash provided by (used in) financing activities     23,823,569       (2,614,615 )
Effect of exchange rate changes on cash     386,231       58,933  
Net increase (decrease) in cash   $ 20,033,328     $ (2,058,733 )

 

Operating activities

 

Net cash used in operating activities was approximately $4.23 million for the six months ended March 31, 2021, as compared to net cash provided by was approximately $1.07 million for the six months ended March 31, 2020.

 

Net cash used in operating activities for the six months ended March 31, 2021 was mainly due to the increase of advance to suppliers of approximately $9.05 million as a result of our advance payment to certain suppliers to order raw materials, decrease of accounts payable of approximately $4.38 million, decrease of accrued expenses and other current liabilities of approximately $2.08 million, partially offset by the decrease of accounts receivable of approximately $6.76 million, increase of advance from customers of approximately $2.91 million and decrease of other receivables of approximately $2.42 million.

 

Net cash provided by operating activities for the six months ended March 31, 2020 was mainly due to the decrease of inventory of approximately $2.56 million as a result of our sales initiative to sell certain products on discount to decrease inventory level and strengthen cash flow, and the increase of accrued expenses and other current liabilities of approximately $0.26 million. The net cash provided by operating activities was mainly offset by the decrease of accounts payable of approximately $2.00 million.

 

 

 

 

Investing activities

 

Net cash provided by investing activities was approximately $0.06 million for the six months ended March 31, 2021, as compared to approximately $0.57 million for the six months ended March 31, 2020.

 

Net cash provided by investing activities for the six months ended March 31, 2021 was mainly due to purchases of equipment of approximately $0.06 million.

 

Net cash used in investing activities for the six months ended March 31, 2020 was mainly due to purchases of equipment and transportation vehicles of approximately $0.61 million.

 

Financing activities

 

Net cash provided by financing activities was approximately $23.82 million for the six months ended March 31, 2021, as compared to approximately $2.61million for the six months ended March 31, 2020.

 

Net cash provided by financing activities for the six months ended March 31, 2020 was mainly due to financing through stock offering and warrants exercise of approximately $27.34 million, and net proceeds from short-term bank loans of approximately $0.35 million. The net cash provided by financing activities was mainly offset by cash advance to related parties of approximately $2.88 million which was subsequently repaid by the related parties, and repayment of related party payables of approximately $1.14 million.

 

Net cash used in financing activities for the six months ended March 31, 2020 was mainly due to loan repayment to related parties of approximately $1.47 million, and cash advance to related parties of approximately $1.95 million which was subsequently repaid by the related parties. The net cash used in financing activities was mainly offset by net proceeds from short-term bank loans of approximately $0.72 million.

 

Statement Regarding Unaudited Financial Information

 

The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on the Company’s year-end financial statements, which could result in significant differences from this unaudited financial information.

 

Safe Harbor Statement

 

This report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following:  the Company’s goals and strategies; the Company’s future business development; product and service demand and acceptance; changes in technology; economic conditions; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission.  For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

 

 

 

Exhibit 99.2

 

ZK International Group Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

As of March 31, 2021 and September 30, 2020 (Unaudited)

 (IN U.S. DOLLARS)

       
    2021     2020  
Assets                
Current assets                
Cash and cash equivalents   $ 23,792,863     $ 3,759,535  
Short-term Investment     -       294,568  
Accounts receivable, net of allowance for doubtful accounts of $2,098,282 and $2,020,373, respectively     25,772,075       31,393,289  
Notes receivable     161,616       192,819  
Other receivables     1,038,179       3,337,634  
Due from related parties     2,927,769       47,135  
Inventories     22,037,116       21,679,258  
Advance to suppliers     13,281,349       4,078,256  
Total current assets     89,010,967       64,782,494  
Property, plant and equipment, net     8,035,478       7,870,680  
Intangible assets, net     5,936,851       929,021  
Deferred tax assets     750,912       724,612  
Long-term deposit     12,266,483       11,836,860  
Long-term investment     317,974       306,837  
TOTAL ASSETS   $ 116,318,665     $ 86,450,504  
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 6,543,051     $ 10,351,880  
Accrued expenses and other current liabilities     2,239,097       4,172,781  
Accrued payroll and welfare     1,145,865       1,555,705  
Advance from customers     5,338,816       2,345,891  
Due to related parties     225,288       1,315,803  
Short-term bank borrowings     18,354,498       17,372,894  
Other borrowing - short term portion     -       420,741  
Notes payables     112,946       153,175  
Income tax payable     3,301,236       3,188,615  
Total current liabilities     37,260,797       40,877,485  
Other borrowing - long term portion     562,447       269,290  
TOTAL LIABILITIES   $ 37,823,244     $ 41,146,775  
                 
Equity                
Common stock, no par value, 50,000,000 shares authorized, 25,553,748 and 16,558,037 shares issued and outstanding, respectively                
Additional paid-in capital     51,283,674       18,049,630  
Statutory surplus reserve     2,904,699       2,904,699  
Retained earnings     22,975,762       23,546,921  
Accumulated other comprehensive income     2,337,366       492,685  
Total equity attributable to ZK International Group Co., Ltd.     79,501,501       44,993,935  
Equity attributable to non-controlling interests     (1,006,080 )     309,794  
Total equity     78,495,421       45,303,729  
TOTAL LIABILITIES AND EQUITY   $ 116,318,665     $ 86,450,504  

 

 

 

 

ZK International Group Co., Ltd. and Subsidiaries

Consolidated Statements of Income and Comprehensive Income (Loss)

For the Six Months Ended March 31, 2021 and 2020 (Unaudited)

(IN U.S. DOLLARS, EXCEPT SHARE DATA)

  

    For the Six Months Ended 
March 31,
 
    2021     2020  
Revenues     42,168,823     $ 40,169,585  
Cost of sales     37,461,065       36,963,308  
Gross profit     4,707,758       3,206,277  
                 
Operating expenses:                
Selling and marketing expenses     2,769,264       961,513  
General and administrative expenses     1,166,210       1,272,675  
Research and development costs     2,419,355       630,692  
Total operating expenses     6,354,829       2,864,880  
                 
Operating Income (loss)     (1,647,071 )     341,397  
                 
Other income (expenses):                
Interest expenses     (528,598 )     (424,463 )
Interest income     9,543       3,003  
Other income (expenses), net     325,539       170,391  
Total other income (expenses), net     (193,516 )     (251,069  
                 
Income (Loss) before income taxes     (1,840,587 )     90,328  
                 
Income tax provision     (76,306 )     -  
                 
Net income (loss)     (1,916,893 )   $ 90,328  
Net income (loss) attributable to non-controlling interests     (1,334,346 )     2,500  
                 
Net income (loss) attributable to ZK International Group Co., Ltd.     (582,547 )   $ 87,828  
                 
Net income (loss)     (1,916,893 )   $ 90,328  
                 
Other comprehensive income:                
Foreign currency translation adjustment     1,863,153       414,042  
                 
Total comprehensive income (loss)     (53,740 )     504,370  
Comprehensive income (loss) attributable to non-controlling interests     (1,315,874 )     5,098  
Comprehensive income attributable to ZK International Group Co., Ltd.     1,262,134       499,272  
                 
Basic and diluted earnings per share                
Basic     (0.03 )     0.01  
Diluted     (0.03 )     0.01  
Weighted average number of shares outstanding                
Basic     19,243,252       16,558,037  
Diluted     21,743,252       16,558,037  

 

 

 

 

ZK International Group Co., Ltd. and Subsidiaries

Consolidated Statements of Changes in Equity
(UNAUDITED, IN U.S. DOLLARS, EXCEPT SHARE DATA)

 

    Shares     Additional 
paid-in 
capital
    Statutory 
surplus
reserve
    Retained
earnings
    Accumulated
other
comprehensive
income (loss)
    Non-
controlling
interests
    Total 
equity
 
Balance at September 30, 2017     13,068,346       8,382,876       1,173,363       10,978,891       681,788       150,028       21,366,946  
                                                         
Shares issued for cast, net of offering costs     3,459,691       9,616,057                                       9,616,057  
Foreign currency translation loss                                     (809,244 )     (9,224 )     (818,468 )
Net income                     858,412       6,159,702               84,943       7,103,057  
                                                         
Balance at September 30, 2018     16,528,037       17,998,933       2,031,775       17,138,593       (127,456 )     225,747       37,267,592  
                                                         
Shares issued for cast, net of offering costs     30,000       50,697                                       50,697  
Foreign currency translation loss                                     (1,681,369 )     (12,909 )     (1,694,278 )
Net income                     872,924       7,233,942               86,828       8,193,694  
                                                         
Balance at September 30, 2019     16,558,037       18,049,630       2,904,699       24,372,535       (1,808,825 )     299,666       43,817,705  
                                                         
Disposal of subsidiary                                             3,992       3,992  
Foreign currency translation loss                                     2,301,510       17,538       2,319,048  
Net income                             (825,614 )             (11,402 )     (837,016 )
                                                         
Balance at September 30, 2020     16,558,037       18,049,630       2,904,699       23,546,921       492,685       309,794       45,303,729  
                                                         
Net proceeds from stock offering     8,745,711       27,340,977                                       27,340,977  
Warrants and stock issued for consulting and developing services     250,000       5,893,067                                       5,893,067  
Foreign currency translation loss                                     1,844,681       18,472       1,863,153  
Net income                            

(571,159

)            

(1,334,346

)    

(1,905,505

)
                                                         
Balance at March 31, 2021     25,553,748       51,283,674       2,904,699       22,975,762       2,337,366       (1,006,080 )     78,495,421  

 

 

 

 

ZK International Group Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

For the Six Months Ended March 31, 2021 and 2020 (Unaudited)

(IN U.S. DOLLARS)

 

    For the Six Months Ended 
March 31,
 
    2021     2020  
Cash Flows from Operating Activities:                
Net income   $ (1,916,893 )   $ 90,328  
Adjustments to reconcile net income to net cash used in operating activities:                
Depreciation expense     264,887       176,111  
Amortization expense     6,605       -  
Non-cash expenses     894,167       -  
Changes in operating assets and liabilities:                
Accounts receivable     6,755,242       (136,090 )
Other receivables     2,420,300       (96,109 )
Notes receivable     38,197       167,896  
Inventories     428,946       2,563,087  
Advance to suppliers     (9,053,966 )     163,096  
Accounts payable     (4,379,215 )     (2,002,061 )
Notes payable     (45,783 )     -  
Accrued expenses and other current liabilities     (2,084,882 )     263,591  
Accrued payroll and welfare     (466,248 )     (183,670 )
Advance from customers     2,907,425       64,820  
Income tax payable     (3,111 )     -  
Net cash provided (used in) operating activities     (4,234,329 )     1,070,999  
                 
Cash Flows from Investing Activities:                
Purchases of property, plant and equipment     56,013       (608,404 )
Proceed from disposal of property, plant and equipment     (4,871 )     48,676  
Net proceeds placed into long-term deposit     6,715       (14,262 )
Net cash used in investing activities     57,857       (574,050 )
                 
Cash Flows from Financing activities:                
Net proceeds from stock offering     27,340,977       -  
Net proceeds released from (placed into) bank acceptance notes     -       (185,764 )
Net proceeds released from short-term investment     305,222       277,944  
Net proceeds from (repayment to) short-term bank borrowings     351,006       716,659  
Net repayment of other borrowing     (156,929 )     -  
Repayments of loans of related parties     (1,138,134 )     (1,474,517 )
Cash advance to related parties     (2,878,572 )     (1,948,937 )
Net cash provided by (used in) financing activities     23,823,569       (2,614,615 )
                 
Effect of exchange rate changes on cash     386,231       58,933  
                 
Net change in cash and cash equivalents     20,033,328       (2,058,733 )
Cash and cash equivalents at the beginning of year     3,759,535       3,451,138  
Cash and cash equivalents at the end of year   $ 23,792,863     $ 1,392,405  
                 
Supplemental disclosures of cash flows information:                
Cash paid for income taxes   $ 167,862     $ -  
Cash paid for interest expenses   $ 524,217     $ 450,282  

 

 

 

 

Selected Notes to Consolidated Financial Statements

 

We prepare our consolidated financial statements in conformity with accounting principles generally accepted by the U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past three years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

 

We believe that the following accounting policies and notes involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Such estimates include, but are not limited to, allowances for doubtful accounts, inventory valuation, useful lives of property, plant and equipment, intangible assets, and income taxes related to realization of deferred tax assets and uncertain tax position. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents primarily consist of cash and deposits with financial institutions which are unrestricted as to withdrawal and use. Cash equivalents consist of highly liquid investments that are readily convertible to cash generally with original maturities of three months or less when purchased.

 

Value-added Tax (“VAT”)

 

Value-added taxes (“VAT”) collected from customers relating to product sales and remitted to governmental authorities are presented on a net basis. VAT collected from customers is excluded from revenue. The Company is subject to a VAT rate of 17% before May 1, 2018, a VAT rate of 16% effective on May 1, 2018, and the most current VAT rate of 13% effective on April 1, 2019. The VAT payable may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing or acquiring its finished products.

 

Intangible Assets

 

    March 31,     September 
30,
 
    2021     2020  
Land use rights, cost   $ 607,672     $ 586,389  
Software, cost     5,517,469       517,954  
Other intangible assets, cost     1,704       1,643  
Less: accumulated amortization     (189,994 )     (176,965 )
Intangible assets, net   $ 5,936,851     $ 929,021  

 

Intangible assets consist primarily of land use rights and software. Under the PRC law, all land in the PRC is owned by the government and cannot be sold to an individual or company. The government grants individuals and companies the right to use parcels of land for specified periods of time. These land use rights are sometimes referred to informally as “ownership.” Land use rights are stated at cost less accumulated amortization. The land use right represents the Company's land use rights in Wenzhou's plant, which had been pledged to secure the Company’s banking facilities granted to the Company as of March 31, 2021 and September 30, 2020.

 

 

 

 

On February 15, 2021, ZK entered into a Consultancy Agreement (the “Agreement”) with Dentoro Alliance LP, a company incorporated in the Republic of Ireland (the “Consultant”). Pursuant to the Agreement, the Consultant agreed to provide marketing services for the business development of xSigma Corporation, a subsidiary of the Company (“xSigma”), including website development, protocol development and implementation, social media and community management, content creation and public relations management. In exchange for the Consultant’s services, the Company agreed to pay the Consultant initial compensation and performance earn-out. The initial compensation includes warrants to purchase a total of 2,500,000 ordinary shares, which include (i) warrants to purchase 400,000 ordinary shares, exercisable at $1.00 per share only when Company’s closing bid price is at least $2.00 for ten consecutive trading days, (ii) warrants to purchase 1,000,000 ordinary shares, exercisable at $1.50 per share only when Company’s closing bid price is above $2.50 for seven consecutive trading days, (iii) warrants to purchase 500,000 ordinary shares, exercisable at $2.00 per share only when Company’s closing bid price is at least $3.50 for seven consecutive trading days, (iv) Warrants to purchase 600,000 ordinary shares, exercisable at $2.50 per share, only when Company’s closing bid price is at least $4.25 for seven consecutive trading days. All the warrants will expire nine months after issuance and may be permitted for cash or cashless exercise at Company’s option pursuant to a definitive warrant agreement.

 

The fair value of this Warrants was $4,998,900 as determined on February 15, 2021. The fair value has been estimated using the Black-Scholes Options pricing model with the following weighted-average assumptions: 30-day average stock price of $3.58; risk free rate of 0.07%; expected term of 9 months; exercise price of the warrants pursuant to the agreement; volatility of 82.60%; and expected future dividends of nil.

 

Stockholders’ Equity

 

Registered Direct Offerings

 

On September 25, 2020 and October 16, 2020, the Company closed a registered direct offering pursuant to certain convertible debenture agreements with certain unaffiliated investors identified therein. The convertible debentures, with aggregate principal amount of $1.4 million and 5% annual interest rate, are exercisable for a period of one year at an exercise price of 70% of the average closing price during the seven (7) consecutive Trading Days immediately preceding the Conversion Date, but not lower than the Floor Price of $0.62 per share. The transaction was closed on October 20, 2020 and full proceeds were received. As of February 5, 2021, all of the outstanding principal and interest underlying the Convertible Debentures have been converted into a total of 1,394,253 ordinary shares.

 

On January 8, 2021, the Company closed a registered direct offering pursuant to certain securities purchase agreement with certain unaffiliated investors identified therein, to offer an aggregate of 1,785,000 Company’s ordinary shares, for a total purchase price of $2,499,000.

 

On February 24, 2021, the Company closed a registered direct offering pursuant to certain securities purchase agreements with several accredited investors providing for an aggregate investment of $4,599,983.50 by the investors for the issuance by the Company to them of (i) 1,295,770 ordinary shares of the Company (the “Shares”); (ii) first registered investor warrants, with a term of five (5) years exercisable immediately upon issuance, to purchase an aggregate of up to 1,295,770 ordinary shares (the “First Registered Warrant Shares”) at an exercise price of $4.00 per share, subject to customary adjustments thereunder (the “First Registered Warrants”); and (iii) second registered investor warrants, with a term of five (5) years exercisable immediately upon issuance, to purchase an aggregate of up to 1,295,770 ordinary shares (the “Second Registered Warrant Shares” and collectively with the First Registered Warrant Shares, the “Warrant Shares”) at an exercise price of $4.50 per share, subject to customary adjustments thereunder (the “Second Registered Warrants” and collectively with the First Registered Warrants, the “Warrants”). Holders of the Warrants may exercise them by paying the applicable cash exercise price or, if there is not an effective registration statement for the sale of the Warrant Shares at the time of exercise, by exercising on a cashless basis pursuant to the formula provided in the Warrants. As of March 31, 2021, 270,696 warrants have been exercised on cash exercise basis, and $964,779 were received.

 

On March 22, 2021, ZK entered into certain securities purchase agreements (the “Purchase Agreements”) with several accredited investors (the “Investors”) providing for an aggregate investment of $18,000,000 by the Investors for the issuance by the Company to them of 4,000,000 ordinary shares of the Company (the “Shares”) at an offering price of $4.50 per share.

 

 

 

  

Subsequent Event

 

Investment in CG Malta

 

On April 4, 2021, ZK through its wholly-owned subsidiary xSigma Entertainment Limited (“xSigma”) entered into a Subscription of Shares Agreement (the “Subscription Agreement”) with CG Malta Holding Limited(“CG Malta”). Concurrently, xSigma entered into a shareholders agreement with CG Malta and its existing shareholder(the “Shareholders Agreement”).

 

Pursuant to the Subscription Agreement, the Company acquired 12% interest (the “Shares”) on a post-transaction basis in CG Malta through its wholly-owned subsidiary xSigma for US$15 million.

 

In addition, the Company also agreed to subscribe to an additional number of ordinary shares (the “Additional Shares”) in CG Malta for a total purchase price of US$35 million, which will guarantee to the Company an additional 13% equity interest in CG Malta. The subscription of the Additional Shares is subject to the signing of a separate subscription agreement not later than four months from April 4, 2021. If the Company fails to fulfil the obligation to purchase the Additional Shares, the Company shall either forfeit 2% ownership in CG Malta, or pay a sum equivalent to $3 million to compensate the Company for such failure. The Company has the exclusive right to the Additional Shares until August 4, 2021. On August 4, 2021, xSigma entered into an amendment to the Subscription Agreement (the “Amendment”). Pursuant to the Amendment, the subscription to the Additional Shares will be subject to signing of a separate subscription agreement no later than January 1, 2022, of which US$10 million shall be completed no later than August 30, 2021.

 

Equity Incentive Plan

 

On March 25, 2021, the Board and shareholders of the Company holding an aggregate of 14,425,664 ordinary shares, representing approximately 57% of the total issued and outstanding as of March 25, 2021 took action by written consent to approve the 2021 equity incentive plan (the “Plan”).

 

The Plan provides for current or prospective employees, directors, officers, advisors or consultants of the Company or its affiliates are eligible to participate in the Plan. The compensation committee of the board of directors has the sole and complete authority to determine who will be granted an award under the Plan, however, it may delegate such authority to one or more officers of the Company under the circumstances set forth in the Plan. As of August 26, 2021, no award stock was issued from the Plan.

 

 

 

 

Exhibit 99.3

 

 

ZK International Group Co., Ltd. Announces Record Revenue of $42.17 Million, an Increase of 4.98% for the First Half of Fiscal Year 2021

 

WENZHOU, China, August 26, 2021 -- ZK International Group Co., Ltd. (ZKIN) ("ZK International" or the "Company"), a designer, engineer, manufacturer, and supplier of patented high-performance stainless steel and carbon steel pipe products primarily used for water and gas supplies, today announced its unaudited financial results for the six months ended March 31, 2021.

 

Financial Highlights for the First Half of Fiscal Year 2021

 

· Revenue increased 4.98% to a record $42.17 million due to increased domestic orders that drove increased sales volume.
· Gross profit increased by 46.83% to $4.71 million. Gross margin was 11.16%, compared to 7.98% for the same period of the prior fiscal period. The increase of gross profit was primarily due to increased weighted average selling prices of our water and gas piping products as the result of domestic demand recovery of construction materials and piping infrastructure.
· Loss from operations was $1.65 million, compared to income from operations of $0.34 million for the same period of the prior fiscal year. Operating margin was -3.91%, compared to 0.8% for the same period of the prior fiscal year. The decrease of operating margin was primarily due to one-off developing and marketing expenses incurred for the xSigma trading platform and other newly added business operations.
· Net loss attributable to ZK International was $0.58 million, or $0.03 per share. This compared to net income attributable to ZK International of $0.09 million, or $0.01 per share, for the same period of the prior fiscal year.
· Net book value increased to $3.11 per share as of March 31, 2021, compared to $2.66 as of September 30, 2020.

 

    For the Six Months Ended March 31,  
($ millions, except per share data)   2021     2020     % Change  
Revenue   $ 42.17     $ 40.17       4.98 %
Gross profit   $ 4.71     $ 3.21       46.83 %
Gross margin     11.16 %     7.98 %     3.18 % pp*
Income (loss) from operations   $ (1.65 )   $ 0.34       -582.45 %
Operating margin     -3.91 %     0.85 %     -4.76 % pp*
Net income (loss) attributable to ZK International   $ (0.58 )   $ 0.09       -763.28 %
Diluted earnings per share   $ (0.03 )   $ 0.01       -367.92 %
Net book value per share   $ 3.11     $ 2.66       16.96 %
* pp: percentage point(s)                        

 

Mr. Jiancong Huang, Chairman and Chief Executive Officer of ZK International, commented, “as a Company we continue to grow as we have hit record sales of $42 million for the first half of fiscal year of 2021. With our core business returning to profitability, in what is a competitive landscape, we continue to be a market leader of our proprietary stainless steel and carbon steel pipe products. Our growth is not limited to the Chinese market as we aim to expand our line of products into other European countries, Canada and the United States. In addition to the existing business, leadership at the Company decided to be innovative, and have formed several subsidiaries to develop, market, and execute on a number of initiatives which include raising capital to develop a DeFi Exchange and launch our own tokens, develop a cryptocurrency trading platform and the development of our own NFT Marketplace which will be launched in the Fall of 2021. We expect our core business to grow with a focus of returning to profitability while we establish venture vehicles through operations of our subsidiaries.”

 

 

 

 

Financial Results for the First Half of Fiscal Year 2020

 

Revenue

 

Revenue increased by $1,999,238 or 4.98%, to $ 42,168,823 for the six months ended March 31, 2021 from $40,169,585 for the six months ended March 31, 2020. The increase in revenues was primarily driven by our increased sales of stainless steel coil and strip as compared to our stainless steel piping and fitting products. During six months ended March 31, 2021, the sales of stainless steel coil and strip accounts for approximately 53.85% of our total revenue, as compared to 50.84%of our total revenue during six months ended March 31, 2020.

 

Gross Profit

 

Our gross profit increased by $1,501,481, or 46.83%, to $4,707,758 for the six months ended March 31, 2021 from $3,206,277 for the six months ended March 31, 2020. Gross profit margin was 11.16% for the six months ended March 31, 2021, as compared to 7.98%% for the six months ended March 31, 2020. The increase of gross profit was primarily due to increased weighted average selling prices of our water and gas piping products as the result of domestic demand recovery of construction materials and piping infrastructure. The gross profit of stainless steel coil products is approximately 0.21% due to the decrease of average selling price of stainless steel coil products, while our water and gas piping products generally have gross margin of 23.75% during six months ended March 31, 2021.

 

Selling and Marketing Expenses

 

We incurred $2,769,264 in selling and marketing expenses for the six months ended March 31, 2021, compared to $961,513 for the six months ended March 31, 2020. Selling and marketing expenses increased by $1,807,751, or 188.01%, during the six months ended March 31, 2021 compared to the six months ended March 31, 2020. This increase is primarily due to stock-based marketing expenses we paid to third party for the marketing and promoting services provided to xSigma Corporation, a subsidiary of the Company. On February 15, 2021, ZK entered into a Consultancy Agreement (the “Agreement”) with Dentoro Alliance LP, a company incorporated in the Republic of Ireland (the “Consultant”). Pursuant to the Agreement, the Consultant agreed to provide marketing services for the business development of xSigma Corporation, including website development, social media and community management, content creation and public relations management. In exchange for the Consultant’s services, the Company agreed to pay the Consultant 250,000 ordinary shares of the Company. The shares are valued at $3.58/share.

 

General and Administrative expenses

 

We incurred $1,166,210 in general and administrative expenses for the six months ended March 31, 2021, compared to $1,272,675 for the six months ended March 31, 2020. General and administrative expenses decreased by $106,465, or 8.37%, for the six months ended March 31, 2021 compared to the same period in 2020. The slight decrease is primarily due to decrease in travelling expenses and administrative staff salary.

 

Research and Development Expenses

 

We incurred $2,419,355 in research and development expenses for the six months ended March 31, 2021, compared to $630,692 for the six months ended March 31, 2020. R&D expenses increase by $1,788,663, or 283.60%, for the six months ended March 31, 2021 compared to the same period in 2020. The significant increase was primarily due to the expenses we paid to our various subsidiaries to to develop a DeFi exchange, a cryptocurrency trading platform, and an NFT platform.

 

 

 

 

Income (loss) from Operations

 

Loss from operations was $1.65 million for the first half of fiscal year 2021, compared to $0.34 million for the same period of the prior fiscal year. As a result, operating margin was -3.91% for the first half of fiscal year 2021, compared to 0.85% for the same period of the prior fiscal year. The decreases in operating income and operating margin were primarily related to our expanded operations, increase of research and development expenses and consulting share issuances.

 

Other Income (Expenses)

 

Interest expenses were $0.53 million for the first half of fiscal year 2021, compared to $0.42 million for the same period of the prior fiscal year. Other income was $0.33 million for the first half of fiscal year 2021, compared to $0.17 million for the same period of the prior fiscal year. As a result, total net other expenses were $0.19 million for the first half of fiscal year 2020, compared to $0.25 million for the same period of the prior fiscal year.

 

Net Income (loss) and earnings per share

 

As a result of the factors described above, net loss was $1.92 million for the first half of fiscal year 2021, compared to net income of $0.09 million for the same period of the prior fiscal year. Net margin was -4.55% for the first half of fiscal year 2021, compared to 0.2% for the same period of the prior fiscal year.

 

After deducting for non-controlling interests, net loss attributable to ZK International was $0.58 million, or $0.03 per share, for the first half of fiscal year 2021. This compared to net income attributable to ZK International of $0.09 million, or $0.01 per share, for the same period of the prior fiscal year.

 

Financial Condition

 

As of March 31, 2021, cash and cash equivalents and short-term investments totaled $23.79 million, compared to $3.76 million as of September 30, 2020. Short-term bank borrowings were $18.35 million as of March 31, 2021, compared to $17.37 million as of September 30, 2020.

 

Accounts receivable was $25.77 million as of March 31, 2021, compared to $31.39 million as of September 30, 2020. Inventories were $22.04 million as of March 31, 2021, compared to $21.68 million as of September 30, 2020. Accounts payable was $6.54 million as of March 31, 2021, compared to $10.35 million as of September 30, 2020.

 

Total current assets and current liabilities were $89.01 million and $37.26 million, respectively, leading to a current ratio of 2.39 as of March 31, 2021. This compared to total current assets and current liabilities were $64.78 million and $40.88 million, respectively, and current ratio of 1.58 as of September 30, 2020.

 

Net cash used in operating activities was $4.23 million for the six months ended March 31, 2021, compared to net cash provided by operating activities of $1.07 million for the same period of the prior fiscal year. Net cash provided by investing activities was $0.06 million for the six months ended March 31, 2021, compared to net cash used in investing activities of $0.57 million for the same period of the prior fiscal year. Net cash provided by financing activities was $23.82 million for the six months ended March 31, 2021, compared to net cash used in financing activities of $2.61 million for the same period of the prior fiscal year.

 

About ZK International Group Co., Ltd.

 

ZK International Group Co., Ltd. is a China-based designer, engineer, manufacturer, and supplier of patented high-performance stainless steel and carbon steel pipe products that require sophisticated water or gas pipeline systems. The Company owns 33 patents, 21 trademarks, 2 Technical Achievement Awards, and 10 National and Industry Standard Awards. ZK International is Quality Management System Certified (ISO9001), Environmental Management System Certified (ISO1401), and a National Industrial Stainless Steel Production Licensee that is focused on supplying steel piping for the multi-billion dollar industries of Gas and Water sectors. ZK has supplied stainless steel pipelines for over 2,000 projects, including the Beijing National Airport, the "Water Cube", and "Bird's Nest", which were venues for the 2008 Beijing Olympics.  Emphasizing superior properties and durability of its steel piping, ZK International is providing a solution for the delivery of high quality, highly sustainable, environmentally sound drinkable water not only to the China market but also to international markets such as Europe, East Asia, and Southeast Asia.

 

 

 

 


For more information please visit 
www.ZKInternationalGroup.com. Additionally, please follow the Company on TwitterFacebookYouTube, and Weibo. For further information on the Company's SEC filings please visit www.sec.gov.

 

Safe Harbor Statement

 

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate" or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are not guarantee of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict and many of which are beyond the control of ZK International. Actual results may differ from those projected in the forward-looking statements due to risks and uncertainties, as well as other risk factors that are included in the Company’s filings with the U.S. Securities and Exchange Commission. Although ZK International believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-looking statements will be realized.  In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by ZK International or any other person that their objectives or plans will be achieved. ZK International does not undertake any obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

 

 

 

ZK International Group Co., Ltd. and Subsidiaries

Consolidated Statements of Income and Comprehensive Income (Loss)

For the Six Months Ended March 31, 2021 and 2020 (Unaudited)

(IN U.S. DOLLARS, EXCEPT SHARE DATA)

 

    For the Six Months Ended 
March 31,
 
    2021     2020  
Revenues     42,168,823     $ 40,169,585  
Cost of sales     37,461,065       36,963,308  
Gross profit     4,707,758       3,206,277  
                 
Operating expenses:                
Selling and marketing expenses     2,769,264       961,513  
General and administrative expenses     1,166,210       1,272,675  
Research and development costs     2,419,355       630,692  
Total operating expenses     6,354,829       2,864,880  
                 
Operating Income (loss)     (1,647,071 )     341,397  
                 
Other income (expenses):                
Interest expenses     (528,598 )     (424,463 )
Interest income     9,543       3,003  
Other income (expenses), net     325,539       170,391  
Total other income (expenses), net     (193,516 )     (251,069  
                 
Income (Loss) before income taxes     (1,840,587 )     90,328  
                 
Income tax provision     (76,306 )     -  
                 
Net income (loss)     (1,916,893 )   $ 90,328  
Net income (loss) attributable to non-controlling interests     (1,334,346 )     2,500  
                 
Net income (loss) attributable to ZK International Group Co., Ltd.     (582,547 )   $ 87,828  
                 
Net income (loss)     (1,916,893 )   $ 90,328  
                 
Other comprehensive income:                
Foreign currency translation adjustment     1,863,153       414,042  
                 
Total comprehensive income (loss)     (53,740 )     504,370  
Comprehensive income (loss) attributable to non-controlling interests     (1,315,874 )     5,098  
Comprehensive income attributable to ZK International Group Co., Ltd.     1,262,134       499,272  
                 
Basic and diluted earnings per share                
Basic     (0.03 )     0.01  
Diluted     (0.03 )     0.01  
Weighted average number of shares outstanding                
Basic     19,243,252       16,558,037  
Diluted     21,743,252       16,558,037  

 

 

 

 

ZK International Group Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

As of March 31, 2021 and September 30, 2020 (Unaudited)

(IN U.S. DOLLARS)

 

       
    2021     2020  
Assets                
Current assets                
Cash and cash equivalents   $ 23,792,863     $ 3,759,535  
Short-term Investment     -       294,568  
Accounts receivable, net of allowance for doubtful accounts of $2,098,282 and $2,020,373, respectively     25,772,075       31,393,289  
Notes receivable     161,616       192,819  
Other receivables     1,038,179       3,337,634  
Due from related parties     2,927,769       47,135  
Inventories     22,037,116       21,679,258  
Advance to suppliers     13,281,349       4,078,256  
Total current assets     89,010,967       64,782,494  
Property, plant and equipment, net     8,035,478       7,870,680  
Intangible assets, net     5,936,851       929,021  
Deferred tax assets     750,912       724,612  
Long-term deposit     12,266,483       11,836,860  
Long-term investment     317,974       306,837  
TOTAL ASSETS   $ 116,318,665     $ 86,450,504  
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 6,543,051     $ 10,351,880  
Accrued expenses and other current liabilities     2,239,097       4,172,781  
Accrued payroll and welfare     1,145,865       1,555,705  
Advance from customers     5,338,816       2,345,891  
Due to related parties     225,288       1,315,803  
Short-term bank borrowings     18,354,498       17,372,894  
Other borrowing - short term portion     -       420,741  
Notes payables     112,946       153,175  
Income tax payable     3,301,236       3,188,615  
Total current liabilities     37,260,797       40,877,485  
Other borrowing - long term portion     562,447       269,290  
TOTAL LIABILITIES   $ 37,823,244     $ 41,146,775  
                 
Equity                
Common stock, no par value, 50,000,000 shares authorized, 25,553,748 and 16,558,037 shares issued and outstanding, respectively                
Additional paid-in capital     51,283,674       18,049,630  
Statutory surplus reserve     2,904,699       2,904,699  
Retained earnings     22,975,762       23,546,921  
Accumulated other comprehensive income (loss)     2,337,366       492,685  
Total equity attributable to ZK International Group Co., Ltd.     79,501,501       44,993,935  
Equity attributable to non-controlling interests     (1,006,080 )     309,794  
Total equity     78,495,421       45,303,729  
TOTAL LIABILITIES AND EQUITY   $ 116,318,665     $ 86,450,504  

 

 

 

 

ZK International Group Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

For the Six Months Ended March 31, 2021 and 2020 (Unaudited)

(IN U.S. DOLLARS)

 

    For the Six Months Ended 
March 31,
 
    2021     2020  
Cash Flows from Operating Activities:                
Net income   $ (1,916,893 )   $ 90,328  
Adjustments to reconcile net income to net cash used in operating activities:                
Depreciation expense     264,887       176,111  
Amortization expense     6,605       -  
Non-cash expenses     894,167       -  
Changes in operating assets and liabilities:                
Accounts receivable     6,755,242       (136,090 )
Other receivables     2,420,300       (96,109 )
Notes receivable     38,197       167,896  
Inventories     428,946       2,563,087  
Advance to suppliers     (9,053,966 )     163,096  
Accounts payable     (4,379,215 )     (2,002,061 )
Notes payable     (45,783 )     -  
Accrued expenses and other current liabilities     (2,084,882 )     263,591  
Accrued payroll and welfare     (466,248 )     (183,670 )
Advance from customers     2,907,425       64,820  
Income tax payable     (3,111 )     -  
Net cash provided (used in) operating activities     (4,234,329 )     1,070,999  
                 
Cash Flows from Investing Activities:                
Purchases of property, plant and equipment     56,013       (608,404 )
Proceed from disposal of property, plant and equipment     (4,871 )     48,676  
Net proceeds placed into long-term deposit     6,715       (14,262 )
Net cash used in investing activities     57,857       (574,050 )
                 
Cash Flows from Financing activities:                
Net proceeds from stock offering     27,340,977       -  
Net proceeds released from (placed into) bank acceptance notes     -       (185,764 )
Net proceeds released from short-term investment     305,222       277,944  
Net proceeds from (repayment to) short-term bank borrowings     351,006       716,659  
Net repayment of other borrowing     (156,929 )     -  
Repayments of loans of related parties     (1,138,134 )     (1,474,517 )
Cash advance to related parties     (2,878,572 )     (1,948,937 )
Net cash provided by (used in) financing activities     23,823,569       (2,614,615 )
                 
Effect of exchange rate changes on cash     386,231       58,933  
                 
Net change in cash and cash equivalents     20,033,328       (2,058,733 )
Cash and cash equivalents at the beginning of year     3,759,535       3,451,138  
Cash and cash equivalents at the end of year   $ 23,792,863     $ 1,392,405  
                 
Supplemental disclosures of cash flows information:                
Cash paid for income taxes   $ 167,862     $ -  
Cash paid for interest expenses   $ 524,217     $ 450,282