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CHINA SXT PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018 TABLE OF CONTENTS Condensed Consolidated Interim Financial Statements C

Key Takeaway: CHINA SXT PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED INTERIM FINANCIAL FOR THE SIX MONTHS ENDED SEPTEMBER 30, Condensed Consolidated Balance Sheets as of September 30, 2019 (UNAUDITED) and March 31, 2019 2 Condensed Consolidated Statements of Operation and Comprehensive Inco

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CHINA SXT PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL
FOR THE SIX MONTHS ENDED SEPTEMBER 30,
Condensed Consolidated Balance Sheets as of September 30, 2019 (UNAUDITED) and March 31, 2019 2
Condensed Consolidated Statements of Operation and Comprehensive Income for the six months ended September 30, 2019 and 2018 (UNAUDITED) 3
Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity for the six months ended September 30, 2019 and 2018 (UNAUDITED) 4
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2019 and 2018 (UNAUDITED) 5
Notes to Condensed Consolidated Interim Financial Statements (UNAUDITED) 6
CHINA SXT PHARMACEUTICALS,
INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In US$, except for number of shares
As of September 30, 2019 (Unaudited) As of March 31, 2019
ASSETS
Current Assets
Cash and cash equivalents $ 8,247,069 $ 9,130,849
Restricted cash 77,158 161,084
Accounts receivable 4,568,123 4,180,559
Notes receivable - 81,265
Inventories 846,281 1,007,918
Advance to suppliers 280,942 319,088
Loan receivable 1,500,000 -
Prepayments, receivables and other assets 2,022,769 707,337
Total Current Assets 17,542,342 15,588,100
Property, plant and equipment, net 1,759,907 1,158,898
Construction in progress 180,000 649,235
Intangible assets, net 53,386 61,096
Deferred tax assets, net 12,679 13,504
Long-term investment 3,497,629 -
Total Non-Current Assets 5,503,601 1,882,733
Total Assets $ 23,045,943 $ 17,470,833
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Bank loan - current portion 43,491 27,817
Convertible note - current portion 4,936,193 -
Notes payable 62,533 233,336
Accounts payable 1,959,426 1,685,419
Refund liabilities 73,533 78,317
Advance from customers 120,575 57,553
Amounts due to related parties 1,834,883 2,483,094
Accrued expenses and other current liabilities 701,876 691,522
Income tax payable 1,031,016 1,064,314
Total Current Liabilities 10,763,526 6,321,372
Bank loan - non-current 55,052 41,706
Convertible note - non-current 818,230 -
Total Non-Current Liabilities 873,282 41,706
Total Liabilities 11,636,808 6,363,078
Commitments and Contingencies - -
Shareholders' Equity
Common stocks (par value $0.001 per share, unlimited shares authorized; 27,224,866 shares issued and 23,224,866 shares outstanding at September 30, 2019; 22,706,701 shares issued and outstanding at March 31, 2019 respectively) 23,224 22,706
Additional paid-in capital 11,407,028 7,950,782
Retained earnings 735,803 3,083,872
Accumulated other comprehensive income (756,920 ) 50,395
Total Shareholders' Equity 11,409,135 11,107,755
Total Liabilities and Shareholders' Equity $ 23,045,943 $ 17,470,833
CHINA SXT PHARMACEUTICALS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATION AND COMPREHENSIVE INCOME
(In US$, except for number of shares
For the six months ended September 30,
2019 2018
(Unaudited) (Unaudited)
Revenues $ 3,215,147 $ 3,917,707
Revenues generated from third parties 2,946,344 3,812,564
Revenue generated from related parties 268,803 105,143
Cost of revenue (1,375,762 ) (1,239,023 )
Gross profit 1,839,385 2,678,684
Operating expenses
Selling expenses (774,253 ) (838,217 )
General and administrative expenses (1,285,885 ) (513,532 )
Total operating expenses (2,060,138 ) (1,351,749 )
(Loss) / Income from operations (220,753 ) 1,326,935
Other expenses, net
Interest (expense) / income, net (2,170,561 ) 1,501
Other income / (loss), net 38,079 (984 )
Total other (expenses) / income, net (2,132,482 ) 517
(Loss) / Income before income taxes (2,353,235 ) 1,327,452
Income tax expense 5,166 (332,406 )
Net (Loss) / Income (2,348,069 ) 995,046
Other comprehensive income
Foreign currency translation adjustment (807,315 ) 321,074
Comprehensive (Loss) / Income $ (3,155,384 ) $ 1,316,120
Weighted average number of common shares
Basic 22,725,512 20,000,000
Diluted 22,725,512 20,000,000
Earnings per share
Basic (0.10 ) 0.05
Diluted (0.10 ) 0.05
CHINA SXT PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED SEPTEMBER 30,
(In US$, except for number of shares
Common stocks Additional paid-in capital Retained earnings Accumulated other comprehensive income Total
Balance as of March 31, 2018 20,000,000 20,000 1,463,757 1,544,645 257,373 3,285,775
Net income 995,046 995,046
Foreign currency translation gain 321,074 321,074
Balance as of September 30, 2018 (unaudited) 20,000,000 20,000 1,463,757 2,539,691 578,447 4,601,895
Balance as of March 31, 2019 22,706,701 22,706 7,950,782 3,083,872 50,395 11,107,755
Net loss (2,348,069 ) (2,348,069 )
Issuance of convertible notes 2,549,392 - - 2,549,392
Issuance of shares for convertible note principal and interest partial settlement 518,165 518 906,854 907,372
Foreign currency translation loss (807,315 ) (807,315 )
Balance as of September 30, 2019 (unaudited) 23,224,866 23,224 11,407,028 735,803 (756,920 ) 11,409,135
CHINA SXT PHARMACEUTICALS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
(In US$, except for number of shares
For the six months ended September 30,
2019 2018
(Unaudited) (Unaudited)
Cash Flows from Operating Activities:
Net (loss) / income from operations (2,348,069 ) 995,046
Adjustments to reconcile net income to net cash provided by operating activities:
Convertible note - Accretion of financing cost 1,672,708 -
Depreciation of property, plant and equipment 129,429 95,866
Amortization of intangible assets 4,111 3,547
Deferred cost - (48,454 )
Deferred income taxes - 5,882
Changes in operating assets and liabilities:
Accounts receivable (664,341 ) (1,572,815 )
Inventories 103,404 89,702
Advance to suppliers 22,451 (119,452 )
Prepayments, receivables and other assets (1,140,076 ) 111,914
Accounts payable 389,515 (213,638 )
Advances from customers 68,754 (156,162 )
Accrued expenses and other current liabilities (145,500 ) (69,016 )
Income tax payable (33,298 ) 384,213
Notes receivable 78,843 191,784
Notes payable (161,765 ) (166,236 )
Net Cash Used In Operating Activities (2,023,834 ) (467,819 )
Cash Flows from Investing Activities:
Purchase of property, plant and equipment (123,543 ) (84,402 )
Construction in progress (250,178 ) -
Long-term investment (3,614,146 ) -
Loan receivable (1,500,000 ) -
Net Cash Used in Investing Activities (5,487,867 ) (84,402 )
Cash Flows From Financing Activities:
Proceeds from bank loan 49,152 -
Repayment of bank loan (14,777 ) -
Proceeds from convertible note 10,000,000 -
Payment of debt issuance cost (1,641,050 ) -
Repayment of convertible note (869,565 ) -
Received from / (Payment to) related party (610,204 ) 341,478
Net Cash Provided by Financing Activities 6,913,556 341,478
Effect of Exchange Rate Changes on Cash (369,561 ) 16,370
Net Decrease In Cash (967,706 ) (194,373 )
Cash, cash equivalents and restricted cash at Beginning of Period 9,291,933 577,979
Cash, cash equivalents and restricted cash at End of Period 8,324,227 383,606
Supplemental Disclosure of Non-Cash Activities
Shares issued for convertible note repayment 907,372 -
Supplemental Cash Flow Information
Cash paid for interest expense 287,810 -
Cash paid for income tax 9,575 50,404
Note 1 - Organization and description of business
History and Development of the Company
We were incorporated in the British Virgin
Islands on July 4, 2017. Our wholly owned subsidiary China SXT Group Limited ("SXT HK") was incorporated in Hong Kong
on July 21, 2017. China SXT Group Limited in turn holds all the capital stocks of Taizhou Suxuantang Biotechnology Co. Ltd. ("WFOE"),
a wholly foreign owned enterprise incorporated in China on October 13, 2017. WFOE controls Jiangsu Suxuantang Pharmaceutical Co.,
Ltd. ("Taizhou Suxuantang" or the "VIE") through a series of agreements (the "VIE Agreements").
Pursuant to PRC laws, each entity formed
under PRC law shall have certain business scope approved by the Administration of Industry and Commerce or its local counterpart.
As such, WFOE's business scope is to primarily engage in technology development, provision of technology service, technology
consulting; development of computer software and hardware, computer network technology, game software; provision of enterprise
management and related consulting service, human resource consulting service and intellectual property consulting service. Since
the sole business of WFOE is to provide Taizhou Suxuantang with technical support, consulting services and other management services
relating to its day-to-day business operations and management in exchange for a service fee approximately equal to the net income
of Taizhou Suxuantang, such business scope is necessary and appropriate under PRC laws.
China SXT Pharmaceutical is a holding company
with no business operation other than holding the shares in SXT HK; SXT HK is a pass-through entity with no business operation.
WFOE is exclusively engaged in the business of managing the operation of Taizhou Suxuantang. Taizhou Suxuantang principally engaged
in offering Advanced, Regular and Fine TCMP products, and 4 solid beverage products, TCM Homologous Supplements ("TCMHS")
Note 2 - Summary of significant
The accompany unaudited condensed consolidated interim financial
statements of the Company has been prepared in accordance with accounting principles generally accepted in the United States of
America ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In
the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, consisting
of normal recurring adjustments, which are necessary to present fairly, in all material respects, the Company's consolidated
financial position, results of operations, cash flows and changes in equity for the interim periods presented. These unaudited
condensed interim financial statements do not include certain information and footnote disclosures as required by the U.S. GAAP
for complete annual financial statements. Therefore, these unaudited condensed consolidated interim financial statements should
be read in conjunction with the financial statements and related notes included in the Company's 20-F for the year ended
consolidated interim financial statements include the accounts of the Company and include the assets, liabilities, revenues and
expenses of all majority-owned subsidiaries and VIE over which the Company exercises control and, when applicable, entities for
which the Company has a controlling financial interest or is the primary beneficiary. All inter-company accounts and transactions
have been eliminated in consolidation.
Suxuantang is controlled by the Company through a series of contractual arrangements. For the consolidated VIEs, the Company's
management made evaluations of the relationships between the Company and the VIE and the economic benefit flow of contractual arrangements
with Taizhou Suxuantang. In connection with such evaluation, management also took into account the fact that, as a result of such
contractual arrangements, the Company control the shareholders' voting interests in these VIEs. As a result of such evaluation,
management concluded that the Company is the primary beneficiary of the consolidated VIEs. The Company does not have any VIEs that
are not consolidated in the financial statements.
Transactions denominated in currencies
other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of
the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into
the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are
recorded in the statement of operations.
The reporting and functional currencies
of the Company and SXT HK are the United States Dollars ("US$") and the accompanying financial statements have been
expressed in US$. In addition, the WFOE and the VIE maintain their books and records in their respective local currency, Renminbi
("RMB"), which is also the respective functional currency for each subsidiary as they are the primary currency of the
economic environment in which each subsidiary operates.
In general, for consolidation purposes,
assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with
ASC Topic 830-30, "Translation of Financial Statement", using the exchange rate on the balance sheet date. Revenues
and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial
statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement
of stockholders' equity. Other equity items are translated using the exchange rates on the transaction date.
The preparation of condensed consolidated
interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
On an ongoing basis, management reviews these estimates and assumptions using the currently available information.
Changes in facts and circumstances may
cause the Company to revise its estimates. The Company bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets
and liabilities. The following are some of the areas requiring significant judgments and estimates as of September 30, 2019 and
2018: determinations of the useful lives of long-lived assets, estimates of allowances for doubtful accounts, sales return rate,
valuation assumptions in performing asset impairment tests of long-lived assets, valuation assumptions in measuring the value of
convertible notes debt component, equity component, and warrants.
ASC Topic 825, Financial Instruments ("Topic
825") requires disclosure of fair value information of financial instruments, whether or not recognized in the balance sheets,
for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based
on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions
used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.
Topic 825 excludes certain financial instruments and all nonfinancial assets and liabilities from its disclosure requirements.
Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company. The carrying values of cash,
cash equivalents, restricted cash, accounts receivables, note receivable, advance to suppliers, loan receivable, other current
assets, prepaid expenses, bank loan - current portion, accounts payables, note payable, advance from customers, refund liabilities,
Last updated: May 22, 2020