UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 13, 2020

 

Jerash Holdings (US), Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38474   81-4701719
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

277 Fairfield Road, Suite 338, Fairfield, NJ   07004
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number including area code: (214) 906-0065

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.001 per share   JRSH   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

 

Emerging growth company ☒

 

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

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On August 13, 2020, Jerash Holdings (US), Inc. issued a press release to report its financial results for the first quarter of fiscal year 2021, ended June 30, 2020. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Exhibit
99.1   Press Release dated August 13, 2020

 

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SIGNATURE

 

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

 

  JERASH HOLDINGS (US), INC.
     
August 13, 2020 By: /s/ Choi Lin Hung
    Choi Lin Hung
    Chairman of the Board of Directors, Chief Executive Officer, President, and Treasurer

 

 

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Exhibit 99.1

 

 

 

Jerash Reports $0.07 GAAP EPS Fiscal First Quarter, Enters PPE Market

Expands New Customer Sales

Increased Outlook for Fiscal Second Quarter

 

Fairfield, New Jersey – August 13, 2020 – Jerash Holdings (US), Inc. (Nasdaq: JRSH) (the “Company” or “Jerash”), a producer of high-quality textile goods for leading global brands, today reported results for its first quarter of fiscal year 2021, ended June 30, 2020.

 

First Quarter of Fiscal 2021 and Recent Highlights

 

Increased sales to new global brand customers won in fiscal 2020 in both dollar value and as a percentage of sales;

 

Entered the personal protective equipment (PPE) market, including shipments of initial orders to customers and a rapidly growing pipeline of orders and prospective orders;

 

Received approvals to export various PPE products to Europe, the Middle East and the United States;

 

Reported $18.7 million in revenue, a decrease of 17.0% from the prior-year first quarter, reflecting higher than anticipated reinstatement of customer orders during the COVID-19 pandemic;

 

Reported GAAP net income of $0.8 million, or $0.07 per diluted share, compared with net income of $1.5 million, or $0.14 per diluted share in the prior-year first quarter; and

 

Ended the quarter with cash of $18.5 million and working capital of $48.7 million.

 

Management Commentary

Sam Choi, Chairman and Chief Executive Officer, stated: “Jerash posted stronger than anticipated first quarter revenue as customers reinstated orders and prioritized production in Jordan to maximize the benefit of our duty-free status. We also shipped increased order volumes to new customers won in the past year, further diversifying our customer base and positioning Jerash for additional growth.

 

“We also made important progress on strategic initiatives, including entry into the high-quality face mask and PPE markets. Our new PPE subsidiary has now shipped initial orders to multiple customers and has a rapidly growing book of new orders and prospective orders from a variety of customers for export to Europe, the Middle East and North America. We are also in the process of securing clearances from the US Food and Drug Administration to further expand the products we can ship to the US and other markets. We are actively seeking acquisition candidates to bring additional scale, customer relationships and technical capabilities to Jerash, including both traditional garments and the PPE sectors. With $18.5 million of cash on our balance sheet, no debt and $48.7 million in working capital deployed to fuel our business, we are well positioned to pursue these opportunities ahead.

 

“For our September quarter, we expect to report sequential revenue growth and further expansion of new customer order activity. We also expect to report sequential improvement in gross margins through increased utilization of our factory capacity. We also remain vigilant in protecting our workers, with additional safety measures in place and no COVID-19 cases reported to date at our facilities.”

 

 

PPE Production Update

Jerash has commenced shipments of both branded (washable) and disposable face masks to customers and is currently launching sales in additional PPE categories, including medical scrubs and surgical gowns. The Company is using both internal and partnership initiatives, including subcontract manufacturing capabilities, in order to produce PPE for certain markets, including Europe, the Middle East, and the United States.

 

In order to advance its PPE market development efforts, Jerash incorporated a new entity, Jerash The First Medical Supplies Manufacturing Company Limited, which has received temporary permission from Jordan’s Food and Drug Administration to manufacture and export non-surgical PPE. This subsidiary has already accepted subcontracting orders of surgical masks and medical gowns for customers in Jordan, the Middle East and Europe beginning in July 2020. Jerash intends to pursue additional certifications and partnerships, including US FDA approvals, for this subsidiary and is presently engaged in these efforts.

 

First Quarter of Fiscal 2021 Financial Results and Second Quarter Outlook

“First quarter revenue demonstrated rapid reinstatement of orders initially suspended during the COVID-19 pandemic by our existing customers plus the addition of new orders from customers won over the past year,” said Gilbert Lee, Chief Financial Officer. “Building on this momentum, we expect fiscal second quarter sales and margins to improve sequentially as factory utilization and bookings continue to increase. For the quarter ending September 30, we anticipate revenue of about $25 million, or 34% sequential growth over the first quarter, subject to potential adjustments in delivery schedules. This estimate does not include certain orders that may ship in the last week of September or sales from additional PPE activity.”

 

For the first quarter of fiscal 2021, Jerash reported revenue of $18.7 million, a decrease of 17.0% from $22.5 million in fiscal 2020. The decrease in sales reflected the impact of the global COVID-19 pandemic on Jerash’s customers. A number of Jerash’s customers initially cancelled or deferred orders originally scheduled for the June quarter. Subsequently, most of these orders were reinstated for delivery in the second or third quarter as customers prioritized their supply chains, resulting in increased revenue activity as the quarter progressed. A portion of the revenue decline was offset by a 15.5% increase in sales to new customers won in fiscal 2020, advancing Jerash’s goal to further diversify its customer base.

 

Gross margin for the first quarter was 16.3%, compared with 20.0% in the first quarter of fiscal 2020. Gross margin was primarily impacted by reduced factory utilization and workforce disruptions due to the shelter in place orders as part of Jordan’s response to the COVID-19 pandemic. Production volumes have risen since May, and the full workforce is now allowed by the Jordanian government to return to work.

 

Operating expenses for the first quarter of fiscal 2021 were $1.9 million, a decline of 27.9% compared with $2.6 million in the first quarter of fiscal 2020. Operating expenses included lower selling costs as well as general and administrative cost reductions implemented by the company in response to the COVID-19 pandemic.

 

Operating income for the first quarter was $1.2 million, compared with $1.9 million in the first quarter of fiscal 2020.

 

GAAP net income for the first fiscal quarter was $0.8 million, or $0.07 per diluted share, a decrease from net income of $1.5 million, or $0.14 per diluted share in the first quarter of the prior year.

 

COVID-19 Update

Jerash was impacted in both the March and June quarters by business closure mandates across the country of Jordan beginning March 18. As a result of the shutdown, shipments were delayed and production at the factories halted until the government approved re-opening. Jerash’s dormitory workforce was allowed to resume production within the industrial zone on April 4, but local employees were not allowed to return until June 1. Jerash enacted a number of additional screening, cleaning and monitoring programs designed to protect the health and well-being of its workforce. Jerash has been recognized as a model employer by the country of Jordan for its efforts, and no cases of COVID-19 were reported among its Jordanian employees.

 

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Balance Sheet, Cash Flow and Dividends

Working capital increased by $0.6 million sequentially, to $48.7 million at June 30, compared with $48.1 million as of March 31, 2020. Cash and restricted cash at June 30, 2020 was $18.5 million, compared with $16.9 million at June 30. 2019. Inventory was $18.1 million, primarily comprised of fabric, work in progress and finished garments, and accounts receivable were $15.9 million.

 

Said Lee: “Cash flows improved by approximately $800,000 year-over-year in the first quarter, which is traditionally a seasonal high quarter for inventory and accounts receivable due to customer order patterns. As of August 12, the Company had collected more than 80% of our June 30 receivables balance, consistent with prior years.”

 

Jerash approved payment of a regular quarterly dividend of 5 cents per share on the Company’s common stock on or about August 24, 2020, to stockholders of record on August 17, 2020.

 

Conference Call

The Company will conduct a conference call and webcast to review its fiscal first quarter 2021 results on Thursday, August 13, 2020, at 10:00 a.m. ET. Interested parties can access the call by dialing +1-862-298-0970. Callers should dial in at least 5 minutes prior to the call start time. A live and archived webcast will be available online in the investor relations section of Jerash’s website at www.jerashholdings.com.

 

About Jerash Holdings (US), Inc.

Jerash Holdings (US), Inc. (Nasdaq: JRSH) is a manufacturer utilized by many well-known brands and retailers, such as Walmart, Costco, Hanes, New Balance, G-III, VF Corporation (which owns brands such as The North Face, Timberland, JanSport, etc.), and PVH Corp. (which owns brands such as Calvin Klein, Tommy Hilfiger, IZOD, etc.). Its production facilities comprise four factory units, one workshop, and three warehouses and it currently employs approximately 4,100 people. The total annual capacity at its facilities was approximately 8.0 million pieces as of June 30, 2020. Additional information is available at www.jerashholdings.com.

 

Forward Looking Statements

This news release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect”, “seek”, “potential,” “outlook” and similar expressions are intended to identify forward-looking statements. Such statements reflect Jerash’s current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause actual results to differ materially from the statements made, including those risks described from time to time in filings made by Jerash with the Securities and Exchange Commission. In addition, there is uncertainty about the further spread of the COVID-19 virus or the occurrence of a second wave of cases and the impact it may have on the Company’s operations, the demand for the Company’s products, global supply chains and economic activity in general. These and other risks and uncertainties are detailed in the Company’s filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated or expected. Statements contained in this news release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Jerash does not intend and does not assume any obligation to update these forward-looking statements, other than as required by law.

 

Contact:

Matt Kreps, Darrow Associates Investor Relations
(214) 597-8200
mkreps@darrowir.com

 

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JERASH HOLDINGS (US), INC.,
SUBSIDIARIES AND AFFILIATE

CONDENSED CONSOLIDATED BALANCE SHEETS

 

    June 30,
2020
    March 31,
2020
 
    (Unaudited)        
ASSETS            
Current Assets:            
Cash   $ 17,754,673     $ 26,130,411  
Accounts receivable, net     15,867,632       5,335,748  
Inventories     18,077,080       22,633,772  
Prepaid expenses and other current assets     2,239,343       2,761,877  
Advance to suppliers, net     3,168,395       2,116,367  
Total Current Assets     57,107,123       58,978,175  
                 
Restricted cash     786,298       786,298  
Long-term deposits     329,697       253,414  
Deferred tax assets, net     139,895       139,895  
Property, plant and equipment, net     5,927,631       6,174,164  
Right of use assets     1,083,809       1,147,090  
Total Assets   $ 65,374,453     $ 67,479,036  
                 
LIABILITIES AND EQUITY                
                 
Current Liabilities:                
Credit facilities   $ -     $ 235  
Accounts payable     3,764,543       6,376,320  
Accrued expenses     2,127,629       2,245,402  
Income tax payable- current     1,282,329       1,088,497  
Other payables     1,088,461       929,783  
Operating lease liabilities - current     187,909       210,081  
Total Current Liabilities     8,450,871       10,850,318  
                 
Operating lease liabilities - non-current     655,598       649,935  
Income tax payable - non-current     1,227,632       1,227,632  
Total Liabilities     10,334,101       12,727,885  
                 
Commitments and Contingencies (See Note 15)                
                 
Equity                
Preferred stock, $0.001 par value; 500,000 shares authorized; none issued and outstanding   $ -     $ -  
Common stock, $0.001 par value; 30,000,000 shares authorized; 11,325,000 shares issued and outstanding     11,325       11,325  
Additional paid-in capital     15,277,176       15,235,025  
Statutory reserve     212,739       212,739  
Retained earnings     39,244,786       38,997,177  
Accumulated other comprehensive loss     (8,877 )     (8,324 )
Total Jerash Holdings (US), Inc.’s Stockholder’s Equity     54,737,149       54,447,942  
                 
Non-controlling interest     303,203       303,209  
Total Equity     55,040,352       54,751,151  
                 
Total Liabilities and Equity   $ 65,374,453     $ 67,479,036  

 

4

 

JERASH HOLDINGS (US), INC.,
SUBSIDIARIES AND AFFILIATE

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(UNAUDITED) 

 

    For the Three Months
Ended June 30,
 
    2020     2019  
             
Revenue, net   $ 18,706,755     $ 22,527,325  
Cost of goods sold     15,655,185       18,014,622  
Gross Profit     3,051,570       4,512,703  
                 
Selling, general and administrative expenses     1,850,827       2,623,682  
Stock-based compensation expenses     42,151       -  
Total Operating Expenses     1,892,978       2,623,682  
                 
Income from Operations     1,158,592       1,889,021  
                 
Other Expense:                
Other expense, net     2,739       4,533  
Total other expense, net     2,739       4,533  
                 
Net income before provision for income taxes     1,155,853       1,884,488  
                 
Income tax expense     342,000       335,000  
                 
Net Income     813,853       1,549,488  
                 
Net loss attributable to non-controlling interest     6       -  
Net income attributable to Jerash Holdings (US), Inc.’s Common Stockholders   $ 813,859     $ 1,549,488  
                 
Net Income   $ 813,853     $ 1,549,488  
Other Comprehensive (Loss) Income:                
Foreign currency translation (loss) gain     (553 )     811  
Total Comprehensive (Loss) Income     813,300       1,550,299  
Comprehensive loss attributable to non-controlling interest     -       -  
Comprehensive Income Attributable to Jerash Holdings (US), Inc.’s Common Stockholders   $ 813,300     $ 1,550,299  
                 
Earnings Per Share Attributable to Common Stockholders:                
Basic   $ 0.07     $ 0.14  
Diluted   $ 0.07     $ 0.14  
                 
Weighted Average Number of Shares                
Basic     11,325,000       11,325,000  
Diluted     11,330,210       11,472,363  
                 
Dividend per share   $ 0.05     $ 0.05  

 

 

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