SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

For the month of September 2019

 

Commission File Number: 001-38397

 

Farmmi, Inc.

(Registrant’s name)

 

No. 307, Tianning Industrial Area
Lishui, Zhejiang Province
People’s Republic of China 323000

(Address of principal executive offices)

 

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 on paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

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

  

 

 

 

 

Explanatory Note:

 

The Registrant is filing this Current Report on Form 6-K to report its financial results first six months of fiscal year 2019 ended March 31, 2019. The press release announcing such results dated September 24, 2019 is attached hereto as Exhibit 99.1.

 

Exhibit Index:

 

Exhibit 99.1 Press release dated September 24, 2019 regarding financial results for the first six months of fiscal year 2019 ended March 31, 2019.

 

 

 

 

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.

 

  FARMMI, INC.
     
Date: September 24, 2019 By: /s/ Yefang Zhang
  Name: Yefang Zhang
  Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

Farmmi, Inc. Reports Financial Results for the First Six Months of Fiscal Year 2019

 

Financial Highlights (Six Months ended 3/31/19 compared to 3/31/18):

 

· 10.5% Increase in Revenue to $14.4 Million
· 21% Increase in Gross Profit to $2.54 Million
· 160 Basis Point Improvement in Gross Margin to 17.7%

 

LISHUI, China, September 24, 2019 /PRNewswire/ -- Farmmi, Inc. (the "Company") (Nasdaq: FAMI), an agriculture products supplier in China, today announced its financial results for the six months ended March 31, 2019.

 

Ms. Yefang Zhang, Chairwoman and CEO of the Company stated, "Our strong revenue growth and expansion in gross margin reflects our consistent execution and business leverage. We are benefiting from steady demand growth for our healthy, high-quality agricultural products, led by demand for mushrooms. With our solid platform to build upon, we have initiated the next phase of our expansion. In line with our plan, we bolstered our operations team earlier this year and completed development of our robust online e-commerce platform. To further accelerate our growth, we have increased our investment in targeted promotional activities, brand awareness efforts and attracting new customers. Our priority remains profitable growth and higher operating efficiencies, as we further penetrate our core markets and create additional value for shareholders.”

 

Ms. Zhang continued: "We continue to develop relationships with key partners, both major suppliers and family farms, while controlling our operating costs, to achieve higher margins and operating cash flows. We expect the demand for our products will continue to grow in China as consumption of mushroom products has consistently risen since 2011. Additionally, the market is underpenetrated with the overall per capital level of consumption in China still below Japan and the United States. We expect to add to our planned domestic growth by developing our international footprint as we move forward."

 

Financial Highlights

 

    For the Six Months Ended March 31,  
($ millions, except per share data)   2019     2018     % Change  
Revenues   $ 14.39     $ 13.02       10.52 %
Shiitake     8.35       7.98       4.64 %
Mu Er     5.17       4.83       7.04 %
Other edible fungi and other agricultural products     0.87       0.21       314.29 %
Gross profit     2.54       2.10       20.95 %
Gross margin     17.65 %     16.12 %     1.53 pp*  
Income from operations   $ 1.39     $ 1.28       8.59 %
Interest Expense     1.53       0.09       1673 %
Net  (loss) income attributable to Farmmi, Inc.     (0.17 )     1.20       (114.17 )%
Basic and diluted (loss) earnings per share     (0.01 )     0.12       (108.33 )%

 

*Notes: pp represents percentage points

 

 

 

 

First Six Months of Fiscal Year 2019 Financial Results

 

Revenue

 

    For the Six Months Ended March 31,  
    2019     2018  
($ millions)   Revenues     COGS     Gross Profit     Revenues     COGS     Gross Profit  
Shiitake   $ 8.35     $ 6.89     $ 1.46     $ 7.98     $ 6.70     $ 1.28  
Mu Er     5.17       4.30       0.87       4.83       4.04       0.79  
Other edible fungi and other agricultural products     0.87       0.66       0.21       0.21       0.18       0.03  
Total     14.39       11.85       2.54       13.02       10.92       2.10  

 

Total revenues for the six months ended March 31, 2019 increased by $1.37 million, or 10.52%, to $14.39 million from $13.02 million for the same period of last year. 

 

Revenue from sales of Shiitake increased by $0.37 million, or 4.64%, to $8.35 million for the six months ended March 31, 2019 from $7.98 million for the same period of last year, mainly due to the increased sales volume of our Shiitake products, from 601 tons for the six months ended March 31, 2018 to 662 tons for the six months ended March 31, 2019, while unit sales price for Shiitake did not change.

 

Revenue from sales of Mu Er increased by $0.34 million, or 7.04%, to $5.17 million for the six months ended March 31, 2019 from $4.83 million for the same period of last year, mainly due to the increased sales volume of our Mu Er products. Sales volume of Mu Er increased to 419 tons for the six months ended March 31, 2019 from 351 tons for the same period of last year. The volume increase was partially offset by a lower average selling price. Average unit sales price of Mu Er decreased by 5.51%, which changed in line with the price of raw materials. As a result of the increased competition amongst the local suppliers. the Company was able to purchase raw materials from suppliers at lower prices during the six months ended March 31, 2019.

 

Revenue from sales of other edible fungi and other agricultural products increased by $0.66 million, or 314.29%, to $0.87 million for the six months ended March 31, 2019 from $0.21 million for the same period of last year. The increase was primarily due to the increased online sales of the products, including high-end edible fungi. The sales volume increased to 28 tons for the six months ended March 31, 2019 from 7 tons for the same period of last year. After the completion of software development and payment system upgrades in March 2018, the Company reorganized its operating team to put greater effort into advertising activities in order to enhance brand awareness and attract more customers. As a result, online sales increased significantly in the six months ended March 31, 2019.

 

 

 

 

Beginning October 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (FASB ASC Topic 606) using the modified retrospective method under which cumulative effects are recognized at the date of the initial application of ASC 606. With the adoption of ASC 606, revenue is recognized by following the five steps: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; (v) recognize revenue when (or as) each performance obligation is satisfied. The Company believes that its current revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASC 606. Based on the Company’s assessment, potential adjustments to input measures are not expected to be pervasive to the majority of its contracts. As such, the Company has concluded that the adoption of this new guidance did not result in a material cumulative catch-up adjustment to the opening balance sheet of retained earnings at the effective date or any other material impact on its consolidated financial statements.

 

Cost of Revenues

 

Cost of revenues increased by $0.93 million, or 8.52%, to $11.85 million for the six months ended March 31, 2019 from $10.92 million for the same period of last year.

 

Cost of revenues of Shiitake increased by $0.19 million, or 2.84%, to $6.89 million for the six months ended March 31, 2019 from $6.70 million for the same period of last year. Cost of revenues of Mu Er increased by $0.26 million, or 6.44%, to $4.30 million for the six months ended March 31, 2019 from $4.04 million for the same period of last year. Cost of revenues of other edible fungi and agricultural products increased by $0.48 million, or 266.67%, to $0.66 million for the six months ended March 31, 2019 from $0.18 million for the same period of last year. 

 

Gross Profit

 

Overall gross profit increased by $0.44 million, or 20.95%, to $2.54 million for the six months ended March 31, 2019 from $2.10 million for the same period of the last fiscal year. Gross profit from sales of Shiitake increased by $0.18 million, or 14.06%, to $1.46 million for the six months ended March 31, 2019 from $1.28 million for the same period of last year. Gross profit from sales of Mu Er increased by $0.08 million, or 10.13%, to $0.87 million for the six months ended March 31, 2019 from $0.79 million for the same period of last year. Gross profit from sales of other edible fungi and agricultural products increased by $0.18 million, or 600.00%, to $0.21 million for the six months ended March 31, 2019 from $0.03 million for the same period of last year. The increased gross profit was led by increased sales for the six months of fiscal year 2019 ended March 31, 2019, as compared to the prior period.

 

Overall gross margin increased by 1.53 percentage points to 17.65% for the six months ended March 31, 2019 from 16.92% for the same period of last year. The increase in overall gross margin was primarily due to more revenue generated from the Company’s online shopping platforms. Sales made through the online shopping platforms have higher gross margin than traditional sales.

 

Income from Operations

 

Selling and distribution expenses increased by $0.19 million, or 210.10%, to $0.28 million for the six months ended March 31, 2019 from $0.09 million for the same period of last year, primarily due to the increased advertising and marketing expenses as the Company focused on promotion for the Company’s online platforms, as well as the increased shipping expenses along with the increased sales volume during the six months ended March 31, 2019, as compared to the same period of last year.

 

 

 

 

General and administrative expenses increased by $0.15 million, or 19.94%, to $0.88 million for the six months ended March 31, 2019 from $0.73 million for the same period of last year. The increase was primarily attributable to the increased labor costs, as the Company expanded its team to support the demand growth in its business.

 

As a result, income from operations increased by $0.11 million or 8.59%, to $1.39 million for the six months ended March 31, 2019 from $1.28 million for the same period of last year.

 

Interest Expense

 

Interest expense was $1.53 million for the six months ended March 31, 2019, as compared to $0.09 million for the same period of last year. The increase in interest expense was primarily attributable to the amortization of debt issuance costs and interest expense incurred for the senior convertible notes during the six months ended March 31, 2019.

 

Provision for Income Taxes

 

For the six months ended March 31, 2019 and 2018, our income tax expense was $27,860 and $1,591, respectively. The low income tax expense was primarily due to an income tax incentive the Company received from the tax authority of Lishui City. During the six months ended March 31, 2019, FLS Mushroom and Farmmi Food received a temporary income tax break from the local tax authority of Lishui City, for engaging in agricultural industry. Management expects that the Company will continue to enjoy the tax break going forward.

 

Net Income (loss)

 

Net loss was $0.17 million for the six months ended March 31, 2019 as compared to net income of $1.20 million for the same period of last year. After the deduction of non-controlling interests, net loss attributable to common shareholders for the six months ended March 31, 2019 was $0.17 million, or $0.01 per basic and diluted share. This compares to net income attributable to common shareholders of $1.20 million, or $0.12 per basic and diluted share, for the same period of last year.

 

Other comprehensive income

 

Other comprehensive income was $0.68 million and $0.70 million for the six months ended March 31, 2019 and March 31, 2018, respectively. The decrease was mainly due to the change of the exchange rate of RMB against US$.

 

Financial Condition

 

As of March 31, 2019, the Company had cash and cash equivalents of $5.3 million with a restricted cash balance of $0.5 million, and working capital of $21.9 million. As of March 31, 2019, the Company's accounts receivable balance was $14.0 million, as compared to $8.6 million in the same period last year. The increase is primarily due to credit sales made to one of the Company’s largest customers. As of July 31, 2019, the Company has collected $6.7 million of the outstanding accounts receivable balance as of March 31, 2019.

 

 

 

 

2018 Private Placement

 

On November 1, 2018, the Company completed a $7.5 million private placement with an institutional investor (the “Buyer”). Pursuant to the Securities Purchase Agreement, dated as of November 1, 2018 (the “Securities Purchase Agreement”), the Company issued and sold an aggregate of $7.5 million of senior convertible notes due April 1, 2020 (the “Notes”) and warrants (the “Investor Warrants”) to purchase an aggregate of 800,000 of our Ordinary Shares. The Notes were initially convertible into 1,198,084 Ordinary Shares at the rate of $6.26 per Ordinary Share, which rate is subject to adjustment as referenced in the form of Notes. The Notes bear interest at 10% per year. The Investor Warrants are exercisable by the holder thereof at any time on or after November 1, 2018 and before November 1, 2022. One year from the date of issuance of the Investor Warrants, the Exercise Price of the Investor Warrants will be lowered to the then-current Market Price (as such term is defined in the Notes) of an Ordinary Share, if such Market Price is less than the initial Exercise Price of $6.53 per Ordinary Share.

 

On November 9, 2018, the Company issued warrants to purchase 10% of the shares placed under the Notes (initially 119,808) to the placement agent, at an exercise price of $7.183 per share (the “Placement Agent Warrants”). The Investor and Placement Agent Warrants have a term of four years and are subject to adjustment under certain events.

 

As of March 31, 2018, Ordinary Shares totaling 131,223 were issued by the Company to the Buyer equaling principal and interests amounted to $485,208.

 

About Farmmi, Inc.

 

Headquartered in Lishui, Zhejiang, Farmmi, Inc. (the "Company") (Nasdaq: FAMI), is an agricultural products supplier and primarily processes and sells Shiitake mushrooms, Mu Er mushrooms, other edible fungi, and other agricultural products. In addition, Farmmi Liangpin Market, the Company's ecommerce platform, provides an opportunity for consumers to access locally sourced agricultural products. For further information regarding the Company, please visit: http://ir.farmmi.com.cn/.

 

Forward-Looking Statements

 

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.

 

For more information, please contact Investor Relations:

 

Global IR Partners
David Pasquale Phone: +1-914-337-8801
FAMI@Globalirpartners.com

 

 

 

 

 Farmmi, Inc.

 Condensed Consolidated Balance Sheets

 (Unaudited)

 

    March 31,     September 30,  
    2019     2018  
Assets                
Current Assets                
Cash   $ 5,338,219     $ 4,925,165  
Restricted cash     500,000       -  
Accounts receivable, net - trade     13,974,824       8,601,269  
Accounts receivable, net - related party     19,126       1,257  
Inventory, net     1,860,567       1,808,143  
Advances to suppliers     8,488,640       5,868,486  
Other current assets     227,489       135,314  
Total current assets     30,408,865       21,339,634  
                 
Property, plant and equipment, net     122,667       136,363  
Intangible assets     99,513       -  
Restricted cash - long term     600,000       600,000  
Total Assets   $ 31,231,045     $ 22,075,997  
                 
Liabilities and Equity                
Current Liabilities                
Short-term bank loans   $ 1,490,070     $ 1,455,580  
Long-term bank loans -current portion     655,631       -  
Accounts payable - trade     423,231       343,141  
Due to related parties     47,381       122,800  
Advances from customers     54,959       -  
Convertible notes payable     5,251,075       -  
Other current liabilities     606,710       300,379  
Total current liabilities     8,529,057       2,221,900  
                 
Long-term bank loans     -       640,455  
Total Liabilities     8,529,057       2,862,355  
                 
Equity                
                 
Common stock, $0.001 par value, 20,000,000 shares authorized,                
12,063,223 and 11,932,000 shares issued and outstanding at March 31, 2019 and September 30, 2018     12,063       11,932  
Additional paid-in capital     14,298,511       11,322,819  
Statutory reserve     229,512       229,512  
Retained earnings     6,826,761       6,996,837  
Accumulated other comprehensive income (loss)     440,061       (222,830 )
Total Stockholders' Equity     21,806,908       18,338,270  
                 
Non-controlling Interest     895,080       875,372  
Total Equity     22,701,988       19,213,642  
                 
Total Liabilities and Equity   $ 31,231,045     $ 22,075,997  

 

 

 

 

 Farmmi, Inc.

 Condensed Consolidated Statements of Operations and Comprehensive Income

 (Unaudited)

 

    For the Six Months Ended March 31,  
    2019     2018  
Revenues                
 Sales to third parties   $ 14,386,404     $ 12,865,585  
 Sales to related parties     1,783       154,452  
 Total revenues     14,388,187       13,020,037  
                 
Cost of revenues     11,845,025       10,920,758  
                 
Gross Profit     2,543,162       2,099,279  
                 
Operating expenses                
 Selling and distribution expenses     281,213       90,684  
 General and administrative expenses     876,746       731,008  
 Total operating expenses     1,157,959       821,692  
                 
Income from operations     1,385,203       1,277,587  
                 
Other income (expenses)                
 Interest income     451       376  
 Interest expense     (1,527,302 )     (86,138 )
 Other income (expenses), net     (1,583 )     7,452  
 Total other expenses     (1,528,434 )     (78,310 )
                 
(Loss) income before income taxes     (143,231 )     1,199,277  
                 
Provision for income taxes     27,860       1,591  
                 
Net (loss)income     (171,091 )     1,197,686  
                 
 Less: net loss attributable to non-controlling interest     (1,015 )     (1,667 )
                 
Net (loss)income attributable to Farmmi, Inc.   $ (170,076 )   $ 1,199,353  
                 
Comprehensive income                
 Net (loss) income   $ (171,091 )   $ 1,197,686  
 Other comprehensive income: foreign currency translation gain     683,614       700,595  
 Total comprehensive income     512,523       1,898,281  
 Comprehensive income attributable to non-controlling interest     19,708       51,697  
                 
Comprehensive income attributable to Farmmi, Inc.   $ 492,815     $ 1,846,584  
                 
 Weighted average number of shares, basic and diluted     11,427,753       10,411,231  
                 
 Basic and diluted (loss) earnings per common share   $ (0.01 )   $ 0.12  

 

 

 

 

 Farmmi, Inc.

 Condensed Consolidated Statements of Changes in Stockholders' Equity

 For the Six Months Ended March 31,  2019 and 2018

 (Unaudited)

 

                      Accumulated                                
                Additional     Other                 Total               
    Common Stock     Paid in     Comprehensive     Statutory     Retained     Stockholders'     Non-controlling      Total  
    Shares     Amount     Capital     Income (loss)     Reserve     earnings     Equity     Interest     Equity  
Balance at September 30, 2017     10,000,000     $ 10,000     $ 5,023,080     $ 718,941     $ 229,512     $ 3,774,805     $ 9,756,338     $ 896,576     $ 10,652,914  
                                                                         
Share issuance – IPO, net     1,932,000       1,932       6,299,739       -       -       -       6,301,671       -       6,301,671  
Foreign currency translation gain     -       -       -       647,231       -       -       647,231       53,364       700,595  
Net income (loss) for the period     -       -       -       -       -       1,199,353       1,199,353       (1,667 )     1,197,686  
                                                                         
Balance at March 31, 2018     11,932,000     $ 11,932     $ 11,322,819     $ 1,366,172     $ 229,512     $ 4,974,158     $ 17,904,593     $ 948,273     $ 18,852,866  
                                                                         
Balance at September 30, 2018     11,932,000     $ 11,932     $ 11,322,819     $ (222,830 )   $ 229,512     $ 6,996,837     $ 18,338,270     $ 875,372     $ 19,213,642  
                                                                         
Issuance of common shares for convertible notes redemption     131,223       131       485,077       -       -       -       485,208       -       485,208  
Beneficial conversion feature associated with convertible notes                     670,618                               670,618               670,618  
Issuance of warrants associated with convertible notes                     1,819,997                               1,819,997               1,819,997  
Foreign currency translation gain     -       -       -       662,891       -       -       662,891       20,723       683,614  
Net income (loss) for the period     -       -       -       -       -       (170,076 )     (170,076 )     (1,015 )     (171,091 )
                                                                         
Balance at March 31, 2019     12,063,223     $ 12,063     $ 14,298,511     $ 440,061     $ 229,512     $ 6,826,761     $ 21,806,908     $ 895,080     $ 22,701,988  

 

 

 

 

 Farmmi, Inc.

 Condensed Consolidated Statements of Cash Flows

 (Unaudited)

 

    For the Six Months Ended March 31,  
    2019     2018  
Cash flows from operating activities                
Net income(loss)   $ (171,091 )   $ 1,197,686  
Adjustments to reconcile net income(loss) to net cash                
used in operating activities:                
Changes in allowances - accounts receivable     -       12,909  
Depreciation expense     22,976       6,464  
Loss from disposal of property and equipment     -       833  
Restricted cash     -       -  
Accrued interest expense for convertible note     500,000       -  
Amortisation of deferred financing costs     943,215       -  
Changes in operating assets and liabilities:                
Accounts receivable, net     (5,096,374 )     (3,629,315 )
Inventory, net     (9,412 )     (648,303 )
Advances to suppliers     (2,437,474 )     (104,714 )
Other current assets     (87,404 )     (144,724 )
Long-term prepaid expenses     -       4,370  
Accounts payable     70,694       (144,282 )
Advances from customers     53,993       67,241  
Other current liabilities     294,839       29,810  
Net cash used in operating activities     (5,916,038 )     (3,352,025 )
                 
Cash flows from investing activities                
Purchase of property, plant and equipment     (6,346 )     (2,782 )
Purchase of Intangiable assets     (97,764 )     -  
Net cash used in investing activities     (104,110 )     (2,782 )
                 
Cash flows from financing activities                
Payments of deferred financing costs     (716,318 )     -  
Gross Proceeds from issuance of convertible note     7,500,000       -  
Net Proceeds from Initial Public Offering - stock issuance     -       7,728,000  
Direct costs disbursed from Initial Public Offering proceeds     -       (1,147,549 )
Escrow deposit paid under underwriting agreement     -       (600,000 )
Borrowings from bank loans     1,463,870       -  
Repayments of bank loans     (1,463,870 )     -  
Repayments of loans from related parties     (76,253 )     (426,316 )
Net cash provided by financing activities     6,707,429       5,554,135  
                 
Effect of exchange rate changes on cash, cash equivalents and restricted cash     225,773       77,547  
                 
Net increase in cash, cash equivalents and restricted cash     913,054       2,276,875  
                 
Cash, cash equivalents and restricted cash, beginning of period     4,925,165       2,590,539  
                 
Cash, cash equivalents and restricted cash, end of period   $ 5,838,219     $ 4,867,414  
                 
Supplemental disclosure information:                
Income taxes paid   $ 11,254     $ 4,312  
Interest paid   $ 71,670     $ 82,987  
                 
Non-cash  financing activities                
Conversion of notes to 131,223 shares of common stock   $ 485,208     $ -  
Accrued interest for convertible notes   $ 500,000     $ -