NOVA LIFESTYLE, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-K)

Safe Harbor Statement



The following discussion and analysis of the consolidated financial condition
and results of operations should be read in conjunction with our consolidated
financial statements and related notes appearing elsewhere in this report. This
discussion and analysis contains forward-looking statements that involve risks,
uncertainties and assumptions. Our actual results could differ materially from
the results described in or implied by these forward-looking statements as a
result of various factors, including those discussed below and elsewhere in this
Annual Report on Form 10-K, particularly under the heading "Risk Factors."

Overview



Nova LifeStyle, Inc. is a distributor of contemporary styled residential and
commercial furniture incorporated into a dynamic marketing and sales platform
offering retail as well as online selection and global purchase fulfillment. We
monitor popular trends and products to create design elements that are then
integrated into our product lines that can be used as both stand-alone or
whole-room and home furnishing solutions. Through our global network of
retailers, e-commerce platforms, stagers and hospitality providers, Nova
LifeStyle also sells (through an exclusive third-party manufacturing partner) a
managed variety of high quality bedding foundation components.



Nova LifeStyle’s the family of brands currently includes Nova LifestyleDiamond Sofa (www.diamondsofa.com) and Nova Living.



Our customers principally consist of distributors and retailers with specific
geographic territories that deploy middle to high end private label home
furnishings which have very little competitive overlap with our specific
furnishing products or product lines. Nova LifeStyle is constantly seeking to
integrate new sources of distribution and manufacturing that are properly
aligned with our growth strategy. This allows us to continually focus on
building both our overall distribution and manufacturing relationships through a
deployment of popular, as well as trend-based, furnishing solutions worldwide.



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We are a U.S. holding company with no material assets in the U.S. other than the
ownership interests of our wholly owned subsidiaries through which we market,
design and sell residential and commercial furniture worldwide: Nova Furniture
Limited domiciled in the British Virgin Islands ("Nova Furniture"), Nova
Furniture Ltd. domiciled in Samoa ("Nova Samoa"), Diamond Bar Outdoors, Inc.
domiciled in California ("Diamond Bar"), Nova Living (M) SDN. BHD. domiciled in
Malaysia ("Nova Malaysia") and Nova Living (HK) Group Limited domiciled in Hong
Kong ("Nova HK"). The Company had two former subsidiaries Bright Swallow
International Group Limited domiciled in Hong Kong ("Bright Swallow" or "BSI")
which was sold in January 2020 and Nova Furniture Macao Commercial Offshore
Limited domiciled in Macao ("Nova Macao") which was de-registration and
liquidation in January 2021.



On December 7, 2017, we incorporated i Design Blockchain Technology, Inc. ("i
Design") under the laws of the State of California. The purpose of i Design is
to build our own blockchain technology team. i Design is in the planning stage
and has had minimum operations to date. On December 12, 2019, we became the sole
shareholder of Nova Living (M) SDN. BHD. ("Nova Malaysia"), a company
incorporated on July 26, 2019 under the laws of Malaysia. Nova Malaysia is to
market and sell high-end physiotherapeutic jade mats for use in therapy clinics,
hospitality, and real estate projects in Malaysia and other regions in Southeast
Asia.


On January 7, 2020we transferred our entire stake in Bright Swallow to
Y-Tone (worldwide) limited an unrelated third party, for a cash consideration of
$2,500,000. We received payment on May 11, 2020.



On October 14, 2020, Nova Macao's offshore license was invalidated by the Macao
Trade and Investment Promotion Institute under the order of Repeal of Legal
Regime of the Offshore Services by Macao Special Administrative Region. Nova
Macao was de-registration and liquidation in January 2021 and its business was
taken over by Nova HK. Nova Macao completed the de-registration and liquidation
process in January 2021.



On November 5, 2020, Nova LifeStyle, Inc. acquired Nova Living (HK) Group
Limited ("Nova HK") which was incorporated in Hong Kong on November 6, 2019.
This company has had minimal operations in 2021. In February 2022, Nova HK also
entered a de-registration process and is in the process of transferring all its
assets and business to Nova Malaysia.



Our experience developing and marketing products for international markets has
enabled us to develop the scale, logistics, marketing, manufacturing
efficiencies and design expertise that serve as the foundation for us to expand
aggressively into the highly attractive U.S., Canada, Honduras, Panama,
Kazakhstan, Asian and Middle Eastern markets.



Due to the recent imposition of significant trade tariffs on importation from
China to the United States and the adverse effect such policies have on our
operations, we are actively pursuing alternative product lines with positive
growth potential. One such area pertains to the health-oriented furniture
segment which continues to experience popularity, particularly in Asia. Since
the second quarter of 2019, we have developed a line of high-end
physiotherapeutic jade mats with China-based manufacturing partners for use in
therapy clinics, hospitality, and real estate projects in Asia. We launched our
first flagship showroom/retail store in Kuala Lumpur, Malaysia in late 2019,
which, after a COVID-19 related closing, was reopened in May 2020. On August 28,
2020, after few months reopening, Malaysia government extended Movement Control
Order to prohibit the businesses to open to public until March 5, 2021 to
contain the spread of COVID-19. After the re-opening on March 5, 2021, Malaysia
imposed a new nationwide lockdown on May 12, 2021 until early June 2021 which
was subsequently extended to early October 2021. In October 2021, the Order was
lifted for people who are fully vaccinated and our store is reopened now. In
April 2022, Malaysia has reopened the border for foreign visitors. We expect
that our flagship showroom/retail store will serve as one of our primary
distribution channels in Malaysia. Marketing of jade mats will focus on their
premium therapeutic qualities and target health conscious general consumers and
professionals. We have limited experience with operations in Southeast Asia and
considerable management attention and resources may be required to manage these
new markets and product lines. We may be subject to additional risks including
credit risk, currency exchange rate fluctuations, foreign exchange controls,
import and export requirements, potentially adverse tax consequences and higher
costs associated with doing business internationally.



Beginning in early 2020, a strain of novel coronavirus ("COVID-19") has spread
globally including the U.S. and Malaysia. In March 2020, the World Health
Organization declared the COVID-19 a pandemic. In response to the evolving
dynamics related to the COVID-19 outbreak, the Company has been following the
guidelines of local authorities as it prioritizes the health and safety of its
employees, contractors, suppliers and retail partners. The Company's two
showrooms and warehouse in Malaysia was closed from March, 2020 to May, 2020.
The Los Angeles facility closed on March 16, 2020 and reopened in full operation
on June 1, 2020. On May 12, 2020, the Company's Kuala Lumpur office and
warehouse reopened for business. On August 28, 2020, the Malaysia government
extended the shutdown order to all business until March 5, 2021 After the
re-opening on March 5, 2021, Malaysia government imposed a new nationwide
lockdown on May 12, 2021 until early June 2021 which was subsequently extended
to early October 2021. In October 2021, the Order was lifted for people who are
fully vaccinated and our store is reopened now. In April 2022, Malaysia has
reopened the border for foreign visitors. The third-party contract manufacturers
that the Company utilizes in China were closed from the beginning of the Lunar
New Year Holiday at the end of January 2020 through the beginning of March 2020.
Certain of the Company's new products are being sourced from manufacturers in
India starting in 2020. The factories in India suspended their operations as a
result of the COVID-19 pandemic during March through early May 2020. Currently,
the factories in India are open for operations. Shipping of products from Asia
has experienced significant delays since the onset of the pandemic and the costs
of shipping from Asia have increased since the onset; and we have experienced
and may continue to experience shipping disruptions in the future. Finally, the
Company expects that the impact of the COVID-19 outbreak on the United States
and world economies will continue to have a material adverse impact on the
demand for its products. Because of the significant uncertainties surrounding
the COVID-19 pandemic, the extent of the future business interruption and the
related financial impact cannot be reasonably estimated at this time.



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We do not have access to a revolving credit facility. On May 4, 2020, the
Company received loan proceeds in the amount of approximately $139,802 under the
Paycheck Protection Program ("PPP"). The PPP, established as part of the
Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), provides for
loans to qualifying businesses for amounts up to 2.5 times of the average
monthly payroll expenses of the qualifying business. On May 5, 2020, Diamond Bar
Outdoors Inc. ("Diamond Bar") was granted a loan from Cathay Bank in the
aggregate amount of $176,294, pursuant to the Paycheck Protection Program. In
June 19, 2020, Diamond Bar was granted a U.S. Small Business Administration
(SBA) loan in the aggregate amount of $150,000, pursuant to the Economic Injury
Disaster Loan. In July 2021, we completed a registered direct offering of our
shares of common stock and received offering gross proceeds of $3,120,622. We
currently believe that our financial resources will be adequate to finance our
operations through the outbreak. However, in the event that we do need to raise
capital in the future, the outbreak-related instability in the securities
markets could adversely affect our ability to raise additional capital.



Although there is no assurance, at this time we expect that the circumstances related to the epidemic will lead to significant write-downs of our jade mattress inventory in Malaysia which materially affect management’s judgments in assessing the fair value of our assets.


Discontinued Operations



Towards the end of 2019, our Board of Directors determined to discontinue its
marketing efforts in Canada and committed to a plan to dispose of Bright
Swallow. On January 7, 2020, we transferred our entire interest in Bright
Swallow to Y-Tone (Worldwide) Limited an unrelated third party, for cash
consideration of $2,500,000, pursuant to a formal agreement entered into on
January 7, 2020. We received the payment in full on May 11, 2020. Operations of
Bright Swallow were reported as discontinued operations in the accompanying
consolidated financial statements for all periods presented.



Main factors affecting our financial performance



At the beginning of 2019, we commenced a transition of our business. We began
moving away from low margin products. This move was intended to improve our
gross profit margin, receivable collections and net profitability, and to
increase our return on long-term equity. We decided to terminate sales and
marketing efforts to customers that represented a high purchase volume but low
profit margin, and we adjusted our product line, which included the launch of
our Summer 2019 Collection in the Las Vegas Market, with a view to attracting a
higher-end ultimate customer. We believe these new strategies, will provide us
with significant long term growth opportunities. The transition has and is
expected to continue to adversely impact our revenue and our net profit in the
short-term as we roll out new products and market those products to our existing
client base and to new potential customers better suited for the higher end
products, and as we assess our new products' market acceptance. Significant
factors that we believe could affect our operating results are the (i) prices of
our products to our international retailer and wholesaler customers and their
markups to end consumers; (ii) general economic conditions in the U.S., Chinese,
and other international markets; and (iii) trade tariffs imposed by the United
States on certain products manufactured in China; and (iv) the consequences of
the COVID-19 outbreak throughout the world; and (v) continued significant delays
in the receipt of shipments of our products from Asia and increased costs of
shipping from Asia. We believe most of our customers are willing to pay for our
high quality and stylish products, timely delivery, and strong production
capacity at price levels which we expect will allow us to maintain a relatively
high gross profit margin for our products. We do not manufacture our products,
but instead we utilize third-party manufacturers. In response to the tariffs
imposed by the United States on certain products manufactured in China, we are
in the process of shifting a portion of our product manufacturing from
third-party manufacturers located in China to third-party manufacturers located
in other parts of Asia, such as Vietnam, India and/or Malaysia, countries
unaffected by the tariffs. Implementation of a relocation of manufacturing
(which by necessity includes an assessment of the factory's ability to deliver
the quantity of the product, in accordance with the Company's specifications,
and in accordance with the Company's quality control requirements) is
time-consuming, but a portion of our manufacturing has been transitioned to
Malaysia and India starting in 2020 and we expect that more of our manufacturing
will be transitioned to one or more of these venues once the COVID-19 outbreak
dissipates. Some of our manufacturing will continue to be performed in China
because the intellectual know-how necessary to manufacture certain products is
not generally available in other Asian countries. Consumer preference trends
favoring high quality and stylish products and lifestyle-based furniture suites
should also allow us at least to maintain our gross profit margins. The markets
in North America (excluding the United States) and particularly in Europe remain
challenging because such markets are experiencing a slow-down and may be
entering a recession due to the COVID-19 pandemic.



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Critical Accounting Policies


While our significant accounting policies are described more fully in Note 2 to
our accompanying consolidated financial statements, we believe the following
accounting policies are the most critical to aid you in fully understanding and
evaluating this Management's Discussion and Analysis.



There have been no material changes in our critical accounting policies and estimates from the critical accounting policies and estimates described in our Annual Report on Form 10-K for the year ended December 31, 2020.



Basis of Presentation



The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America ("U.S. GAAP") for Nova LifeStyle and its subsidiaries, Diamond Bar, i
Design, Nova Furniture, Nova Samoa, Nova Malaysia, Nova HK and its former
subsidiaries, Bright Swallow and Nova Macao.



Use of Estimates



In preparing consolidated financial statements in conformity with U.S. GAAP, we
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the dates of
the consolidated financial statements, as well as the reported amounts of
revenues and expenses during the reporting period. Significant estimates and
assumptions made by us, include but are not limited to, revenue recognition, the
allowance for bad debt, valuation of inventories, the valuation of stock-based
compensation, income taxes and unrecognized tax benefits, valuation allowance
for deferred tax assets, assumptions used in assessing impairment of long-lived
assets and goodwill. Actual results could differ from those estimates.



Accounts Receivable



Our accounts receivable arises from product sales. We do not adjust receivables
for the effects of a significant financing component at contract inception if we
expect to collect the receivables in one year or less from the time of sale. We
do not expect to collect receivables greater than one year from the time of
sale. Our policy is to maintain an allowance for potential credit losses on
accounts receivable. We review the composition of accounts receivable and
analyze historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves. We maintained an allowance for bad debt
of $1,044 and $5,201 as of December 31, 2021 and 2020, respectively. During the
years ended December 31, 2021 and 2020, bad debts (reversal) expense from
continuing operations were ($4,157) and $1,259, respectively. As of December 31,
2021, we had gross receivable of $104,441 of which no amount was over 90 days
past due. The allowance for doubtful accounts is our best estimate of the amount
of probable credit losses in our existing trade accounts receivable. We
determine the allowance based on historical bad debt experience, customer
concentrations, customer credit worthiness, current economic trends and changes
in customer payment patterns.



Advances to Suppliers


Advances to suppliers are reported net of allowance when we determine that
amounts outstanding are not likely to be collected in cash or utilized against
purchase of inventories. Based on our historical records and in normal
circumstances, we generally receive goods within 5 to 9 months from the date the
advance payment is made. Due to the COVID-19 pandemic, the freight
transportation of the products from our international suppliers have been
delayed or suspended during the outbreak. As such, no reserve on supplier
prepayments has been made or recorded by us. Any provisions for allowance for
advance to suppliers, if deemed necessary, will be included in general and
administrative expenses in the consolidated statements of operations.



Income Taxes



Income taxes are accounted for using an asset and liability method. Under this
method, deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each period end based on enacted tax laws and
statutory tax rates, applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized.



We follow ASC Topic 740, which prescribes a more-likely-than-not threshold for
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. ASC Topic 740 also provides guidance on
recognition of income tax assets and liabilities, classification of current and
deferred income tax assets and liabilities, accounting for interest and
penalties associated with tax positions, accounting for income taxes in interim
periods, and income tax disclosures.



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Under the provisions of ASC Topic 740, when tax returns are filed, it is highly
certain that some positions taken would be sustained upon examination by the
taxing authorities, while others are subject to uncertainty about the merits of
the position taken or the amount of the position that would be ultimately
sustained. The benefit of a tax position is recognized in the financial
statements in the period during which, based on all available evidence,
management believes it is more likely than not that the position will be
sustained upon examination, including the resolution of appeals or litigation
processes, if any. Tax positions taken are not offset or aggregated with other
positions. Tax positions that meet the more-likely-than-not recognition
threshold are measured as the largest amount of tax benefit that is more than 50
percent likely of being realized upon settlement with the applicable taxing
authority. The portion of the benefits associated with tax positions taken that
exceeds the amount measured as described above is reflected as a liability for
unrecognized tax benefits in the accompanying balance sheets along with any
associated interest and penalties that would be payable to the taxing
authorities upon examination.



Nova Lifestyle, Inc. and Diamond Bar are subject to U.S. federal and state
income taxes. Nova Furniture BVI and Bright Swallow were incorporated in the
BVI, Nova Samoa was incorporated in Samoa and Nova Macao was incorporated in
Macau. There is no income tax for companies domiciled in the BVI, Samoa and
Macau. Accordingly, the Company's consolidated financial statements do not
present any income tax provisions related to the BVI, Samoa and Macau tax
jurisdictions where Nova Furniture BVI and Bright Swallow, Nova Samoa and Nova
Macao are domiciled. Nova Malaysia is incorporated in Malaysia and is subject to
Malaysia income taxes. Nova HK is incorporated in Hong Kong and is subject
to
Hong Kong income taxes.


The Tax Cuts and Jobs Act 2017 (the “Act”) created new taxes on certain foreign source income, such as Global Low Tax Intangible Income (“GILTI”) under Section 951A of the IRC, which applies to the company for tax years. starting after January 1, 2018. For the year ended December 31, 2021the Company has calculated its best estimate of the impact of GILTI on its income tax provision in accordance with its understanding of the Act and guidance available as of the date of this filing.


Revenue Recognition



We recognize revenues when our customer obtains control of promised goods or
services, in an amount that reflects the consideration which it expects to
receive in exchange for those goods. We recognize revenues following the five
step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a
customer; (ii) identify the performance obligations in the contract; (iii)
determine the transaction price; (iv) allocate the transaction price to the
performance obligations in the contract; and (v) recognize revenues when (or as)
we satisfy the performance obligation.



Revenue from product sales is recognized when the customer obtains control of
our product, which typically occurs upon delivery to the customer. We expense
incremental costs of obtaining a contract as and when incurred if the expected
amortization period of the asset that it would have recognized is one year or
less or the amount is immaterial.



Revenues from the sale of products are recognized net of reserves set aside for applicable discounts and rebates that are offered under contracts with our customers.



Product revenue reserves, which are classified as a reduction in product
revenues, are generally characterized in the following categories: discounts,
returns and rebates. These reserves are based on estimates of the amounts earned
or to be claimed on the related sales and are classified as reductions of
accounts receivable as the amount is payable to our customer.



Our sales policy allows for the return of product within the warranty period if
the product is defective and the defects are our fault. As alternatives for the
product return option, the customers have the option of asking us for a discount
for products with quality issues, or of receiving replacement parts from us at
no cost. The amount of reserves for return of products, the discount provided to
the customers, and cost for the replacement parts were immaterial for the years
ended December 31, 2021 and 2020.



We generally expense sales commissions when incurred because the amortization
period would have been one year or less. These costs are recorded within selling
expenses on our consolidated statements of operations.



Foreign Currency Conversion and Transactions

The accompanying consolidated financial statements are presented in United States Dollar (“$” or “USD”), which is also the functional currency of Nova Lifestyle, Nova FurnitureNova Samoa, Nova Macao, Bright Swallow, Diamond Bar, Nova HK and i Design.



The Company's subsidiary with operations in Malaysia uses its local currency,
Malaysian Ringgit ("RM"), as its functional currency. An entity's functional
currency is the currency of the primary economic environment in which it
operates, which is normally the currency of the environment in which the entity
primarily generates and expends cash. Management's judgment is essential to
determine the functional currency by assessing various indicators, such as cash
flows, sales price and market, expenses, financing and inter-company
transactions and arrangements.



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Foreign currency transactions denominated in currencies other than the
functional currency are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies at the balance sheet date are
re-measured at the applicable rates of exchange in effect at that date. Gains
and losses resulting from foreign currency re-measurement are included in the
statements of operations.



The financial statements are presented in U.S. dollars. Assets and liabilities
are translated into U.S. dollars at the current exchange rate in effect at the
balance sheet date, and revenues and expenses are translated at the average of
the exchange rates in effect during the reporting period. Stockholders' equity
accounts are translated using the historical exchange rates at the date the
entry to stockholders' equity was recorded, except for the change in retained
earnings during the period, which is translated using the historical exchange
rates used to translate each period's income statement. Differences resulting
from translating functional currencies to the reporting currency are recorded in
accumulated other comprehensive income in the balance sheets.



Conversion of RM amounts to WE dollars was made at the following exchange rates:



Balance sheet items, except for equity accounts
December 31, 2021                                   RM4.18 to 1
December 31, 2020                                   RM4.02 to 1

Income statement and cash flow items
For the year ended December 31, 2021                RM4.14 to 1
For the year ended December 31, 2020                RM4.20 to 1




Segment Reporting



ASC Topic 280, "Segment Reporting," requires use of the "management approach"
model for segment reporting. The management approach model is based on the way a
company's chief operating decision maker organizes segments within the company
for making operating decisions, assessing performance and allocating resources.
Reportable segments are based on products and services, geography, legal
structure, management structure, or any other manner in which management
disaggregates a company.



We have determined that our business constitutes a single segment for reporting in accordance with ASC 280. We operate exclusively in one business and industry segment: the design and sale of furniture.



We concluded that we had one reportable segment under ASC 280 because Diamond
Bar is a furniture distributor based in California focusing on customers in the
US, Bright Swallow was a furniture distributor focusing on customers primarily
in Canada, Nova Macao was a furniture distributor based in Macao focusing on
international customers, Nova HK is a furniture distributor based in Hong Kong
focusing on international customers and Nova Malaysia is a furniture retailer
and distributor focusing on customers primarily in Malaysia. Each of our
subsidiaries is operated under the same senior management of our company, and we
view the operations of Diamond Bar, Bright Swallow, Nova Macao, Nova HK and Nova
Malaysia as a whole for making business decisions. Our long-lived assets are
mainly property, plant and equipment located in the United States and Malaysia
for administrative purposes.



Net sales to customers by geographic area are determined by reference to the
physical product shipment delivery locations requested by our customers. For
example, if the products are delivered to a customer in the U.S., the sales are
recorded as generated in the U.S.; if the customer directs us to ship its
products to China, the sales are recorded as sold in China.



New Accounting Pronouncements


Recently Adopted Accounting Standards



In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12,
Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU
2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing
certain exceptions and enhances and simplifies various aspects of the income tax
accounting guidance in ASC 740. ASU 2019-12 was effective January 1, 2021. The
adoption of ASU 2019-12 did not have any impact on our consolidated financial
statement presentation or disclosures.



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In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in
Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments
and Contracts in an Entity's Own Equity ("ASU 2020-06"). ASU 2020-06 simplifies
the accounting for convertible debt by eliminating the beneficial conversion and
cash conversion accounting models. Upon adoption of ASU 2020-06, convertible
debt proceeds, unless issued with a substantial premium or an embedded
conversion feature that is not clearly and closely related to the host contract,
will no longer be allocated between debt and equity components. This
modification will reduce the issue discount and result in less non-cash interest
expense in financial statements. ASU 2020-06 also updates the earnings per share
calculation and requires entities to assume share settlement when the
convertible debt can be settled in cash or shares. For contracts in an entity's
own equity, the type of contracts primarily affected by ASU 2020-06 are
freestanding and embedded features that are accounted for as derivatives under
the current guidance due to a failure to meet the settlement assessment by
removing the requirements to (i) consider whether the contract would be settled
in registered shares, (ii) consider whether collateral is required to be posted,
and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years
beginning after December 15, 2023. Early adoption is permitted, but no earlier
than fiscal years beginning after December 15, 2020, and only if adopted as of
the beginning of such fiscal year. We adopted ASU 2020-06 effective January 1,
2021. The adoption of ASU 2020-06 did not have any impact on our consolidated
financial statement presentation or disclosures.



Accounting pronouncements recently issued but not yet adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit
Losses (Topic 326) ("ASU 2016-13"), which requires entities to measure all
expected credit losses for financial assets held at the reporting date based on
historical experience, current conditions, and reasonable and supportable
forecasts. ASU 2016-13 replaces the existing incurred loss model and is
applicable to the measurement of credit losses on financial assets measured at
amortized cost. ASU 2016-13 is to be adopted on a modified retrospective basis.
As a smaller reporting company, ASU 2016-13 will be effective for the Company
for interim and annual reporting periods beginning after December 15, 2022. We
are currently evaluating the impact that the adoption of ASU 2016-13 will have
on our consolidated financial statement presentations and disclosures.



In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and
Other (Topic 350), Simplifying the Test for Goodwill Impairment ("ASU 2017-04").
ASU 2017-04 eliminates Step 2 of the two-step goodwill impairment test, under
which a goodwill impairment loss was measured by comparing the implied fair
value of a reporting unit's goodwill with the carrying amount of that goodwill.
ASU 2017-04 requires only a one-step quantitative impairment test, whereby a
goodwill impairment loss is measured as the excess of a reporting unit's
carrying amount over its fair value (not to exceed the total goodwill allocated
to that reporting unit). Adoption of the ASUs is on a modified retrospective
basis. As a smaller reporting company, the standard will be effective for the
Company for interim and annual reporting periods beginning after December 15,
2022. We are currently evaluating the impact that the adoption of ASU 2017-04
will have on our consolidated financial statement presentation or disclosures.



In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt -
Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock
Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's
Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or
Exchanges of Freestanding Equity-Classified Written Call Options ("ASU
2021-04"). ASU 2021-04 provides guidance as to how an issuer should account for
a modification of the terms or conditions or an exchange of a freestanding
equity-classified written call option (i.e., a warrant) that remains classified
after modification or exchange as an exchange of the original instrument for a
new instrument. An issuer should measure the effect of a modification or
exchange as the difference between the fair value of the modified or exchanged
warrant and the fair value of that warrant immediately before modification or
exchange and then apply a recognition model that comprises four categories of
transactions and the corresponding accounting treatment for each category
(equity issuance, debt origination, debt modification, and modifications
unrelated to equity issuance and debt origination or modification). ASU 2021-04
is effective for all entities for fiscal years beginning after December 15,
2021, including interim periods within those fiscal years. An entity should
apply the guidance provided in ASU 2021-04 prospectively to modifications or
exchanges occurring on or after the effective date. Early adoption is permitted
for all entities, including adoption in an interim period. If an entity elects
to early adopt ASU 2021-04 in an interim period, the guidance should be applied
as of the beginning of the fiscal year that includes that interim period. The
adoption of ASU 2021-04 is not expected to have any impact on our consolidated
financial statement presentation or disclosures.



We do not believe that any other recently issued but not yet effective authoritative guidance, if currently adopted, would have a material effect on the presentation or disclosure in our financial statements.


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Results of Operations


Comparison of completed exercises December 31, 2021 and 2020

The following table shows the results of our operations for the years ended
December 31, 2021 and 2020. Some columns may not add up due to rounding.


                                                          Years Ended December 31,
                                                  2021                               2020
                                            $           % of Sales             $           % of Sales
Net sales                             $  12,813,223                      $  11,350,230
Cost of sales                           (23,130,588 )           181 %      (31,242,671 )           275 %
Gross loss                              (10,317,365 )           (81 )%     (19,892,441 )          (175 )%
Operating expenses                       (9,478,259 )           (74 )%      (6,412,335 )           (56 )%
Loss from operations                    (19,795,624 )          (155 )%     (26,304,776 )          (232 )%
Other expenses, net                          (2,976 )             - %          (96,183 )            (1 )%
Income tax (expenses) benefit              (163,893 )            (1 )%         649,165               6 %

Loss from continuing operations (19,962,493 ) (156 )% (25,751,794 ) (227 )% Loss from discontinued operations

                 -               - %         (326,531 )            (3 )%
Net loss                                (19,962,493 )          (156 )%     (26,078,325 )          (230 )%




Net Sales



Net sales from continuing operations for the year ended December 31, 2021 were
$12.81 million, an increase of 13% from $11.35 million in 2020. This increase in
net sales resulted primarily from a 29.43% increase in average selling price,
partially offset by a 12.78% decrease in sales volume. Our three largest selling
product categories in the year ended December 31, 2021 were sofas, beds and
coffee tables, which accounted for approximately 46%, 15% and 7% of sales from
our continuing operations, respectively. In the year ended December 31, 2020,
the three largest selling categories were sofas, beds and coffee table, which
accounted for approximately 52%, 14%and 8% of sales from our continuing
operations, respectively.



The $1.46 million increase in net sales from continuing operations in the year
ended December 31, 2021, compared to the year of 2020, was mainly due to
increased sales to North America and other countries. Sales to North America,
increased by 13.3% to $12.29 million in the year ended December 31, 2021, as
compared to $10.85 million in 2020. It was primarily due to the change of our
sales strategy to seek sales of products of higher margins. Sales to other
countries increased by $232,614 to $266,858 in the year ended December 31, 2021
from $34,244 in 2020, primarily due to receiving more sales orders from our
customers in other countries. Sales to Asia decreased to $257,004 in the year
ended December 31, 2021, compared to $468,248 in 2020, primarily due to
government lockdown order in Malaysia because of COVID-19 pandemic.



Cost of Sales



Cost of sales from continuing operations consists primarily of costs of finished
goods purchased from third-party manufacturers. Total cost of sales from
continuing operations decreased by 26% to $23.13 million in the year ended
December 31, 2021, compared to $31.24 million in 2020. Cost of sales as a
percentage of sales decreased to 181% in the year ended December 31, 2021,
compared to 275% in 2020. The decrease of cost of sales in dollar term, is a
result of two related factors: (a) our write down of $15.96 million of our
slow-moving inventory, primarily the jade mats in Malaysia, to the lower of cost
and net realizable value in the year of 2021, compared to an inventory
write-down of $24.01 million in 2020; (b) a change in the mix of our products
sold as a result of our suspension of operations in Malaysia due to COVID-19.
Due to Malaysia government's shut down orders caused by prolonged COVID-19
pandemic, our Malaysian operations have been curtailed. The decrease in cost of
sales as a percentage of sales was a result that we focused on selling products
at high margin.



Moreover, total cost of sales from continuing operations excluding our write
down of $15.96 million of our slow-moving inventory, decreased by 1% to $7.17
million in the year ended December 31, 2021, compared to $7.24 million of cost
of sales which excluded $24.01 million of inventory write down in 2020. Cost of
sales as a percentage of sales, excluding our write down of $15.96 million of
our slow-moving inventory, decreased to 56%, in the year ended December 31,
2021, compared to 64%, in 2020. Our gross loss margin was 81% in the year ended
December 31, 2021, compared to a gross loss margin of 175% in 2020. The decrease
in gross loss margin was a result that we focused on selling products at high
margin. excluding $24.01 million of inventory write down, in 2020. The decrease
of cost of sales in dollar term, and cost of sales as a percentage of sales, was
primarily the result of the sale of higher quality products with higher profit
margins.



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Gross Loss


Gross loss from continuing operations was $10.32 million in the year ended
December 31, 2021, compared to gross loss of $19.89 million in 2020,
representing a decrease in gross loss of $9.57 million. The decrease in gross
loss was primarily due to our write down of $15.96 million of our slow-moving
inventory in the year ended December 31, 2021, compared with $24.01 million of
inventory write down in 2020. Our gross loss margin was 81% in the year ended
December 31, 2021, compared to a gross loss margin of 175% in 2020. The decrease
in gross loss margin was a result that we focused on selling products at high
margin.



Moreover, excluding our write down of $15.96 million of our slow-moving
inventory, gross profit from continuing operations was $5.64 million in the year
ended December 31, 2021, compared to gross profit of $4.11 million, excluding
$24.01 million of inventory write down, in 2020. Our gross profit margin,
excluding our write down of $15.96 million of our slow-moving inventory,
increased to 44%, in the year ended December 31, 2021, compared to a gross
profit margin of 36%, excluding $24.01 million of inventory write down, in 2020.
The increase in gross profit and gross profit margin, was primarily the result
of the sale of higher quality products with higher profit margins.



Operating Expenses


Operating expenses from continuing operations consisted of selling, general and
administrative expenses. Operating expenses were $9.48 million in the year ended
December 31, 2021, compared to $6.41 million in 2020. Selling expenses increased
by 115%, or $2.01 million, to $3.76 million in the year ended December 31, 2021,
from $1.75 million in 2020, primarily due to increased marketing and advertising
expenses. In addition, general and administrative expenses increased by 23%, or
$1.06 million, to $5.72 million in the year ended December, 2021, from $4.66
million in 2020, primarily due to an increase in insurance of $0.11 million,
technology services fee of $0.44 million, rent expenses of $0.23 million and
legal and professional fees of $0.14 million, respectively



Other Expenses, Net



Other expenses, net, from continuing operations was $2,976 in the year ended
December 31, 2021, compared with other expenses, net, of $96,183 in 2020,
representing a decrease in other expenses of $93,207. The decrease in other
expenses was due primarily to the increase of foreign exchange gain to $96,352
for the year ended December 31, 2021 from foreign exchange loss of $297,965 in
2020. The gain in 2021 was mainly a result of the appreciation of Malaysian
Ringgit against U.S. dollars on the Company's assets in Malaysia. The decrease
in other expenses was partially offset by the increase in interest expense and
financial expense with the decrease in non-operating income.



Income Tax (Expenses) Benefit



Income tax expense from continuing operations was $163,893 in the year ended
December 31, 2021, compared with $649,165 of income tax benefit in 2020. The
income tax expense was primarily related to payable true up for the one-time
transition tax commencing in April 2018 as the result of the tax examination of
Internal Revenue Service.


Loss from continuing operations



As a result of the foregoing, our loss from continuing operations was $19.96
million in the year ended December 31, 2021, compared with $25.75 million of
loss for the year of 2020.


Loss of discontinued operations

On January 7, 2020, we transferred our entire interest in Bright Swallow to
Y-Tone (Worldwide) Limited, an unrelated third party, for cash consideration of
$2.50 million, pursuant to a formal agreement entered into on January 7, 2020.
We received the payment on May 11, 2020. Operations of Bright Swallow were
reported as discontinued operations in the accompanying consolidated financial
statements for all periods presented. We had no income from discontinued
operations in the year ended December 31, 2021, while we had loss from
discontinued operations of $0.33 million in 2020.



Net Loss


As a result of the above, our net loss was $19.96 million in the year ended
December 31, 2021compared to $26.08 million net loss for the year 2020.



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Cash and capital resources

Our principal demands for liquidity are related to our efforts to increase sales
and purchase inventory, and for expenditures related to sales distribution and
general corporate purposes. We intend to meet our liquidity requirements,
including capital expenditures related to purchase of inventories and the
expansion of our business, primarily through cash flow provided by operations,
collections of accounts receivable, and credit facilities from banks. In May
2020, we received loans under the Paycheck Protection Program established by the
Coronavirus Aid, Relief, and Economic Security Act. In June 2020, we obtained a
loan pursuant to the Economic Injury Disaster Loan Program.



We rely primarily on internally generated cash flow and available working
capital to support growth. We may seek additional financing in the form of bank
loans or other credit facilities or funds raised through offerings of our equity
or debt, if and when we determine such offerings are required. As of December
31, 2021, we do not have any credit facilities. We believe that our current cash
and cash equivalents and anticipated cash receipts from sales of products will
be sufficient to meet our anticipated working capital requirements and capital
expenditures for the next 12 months.



We had net working capital of $23,754,556 at December 31, 2021, a decrease of
$17,515,064 from net working capital of $41,269,620 at December 31, 2020. The
ratio of current assets to current liabilities was 13.09-to-1 at December 31,
2021.


The following is a summary of the cash provided or used in each of the types of activities indicated during the years ended December 31, 2021 and 2020:


                                  2021             2020
Cash provided by (used in):
Operating activities          $ (4,782,354 )   $ (2,075,272 )
Investing activities              (154,820 )        672,757
Financing activities             2,760,974          466,096



Net cash used in operating activities was $4.78 million in the year ended
December 31, 2021an increase in cash outflows of $2.24 million from $2.08 million cash used in operating activities in 2020.



The increase of cash outflow was attributable primarily to an increased cash
outflow of $27.69 million in advance to suppliers to $0.33 million cash inflow
in the year ended December 31, 2021, compared to $27.36 million cash inflow in
the year of 2020, such increase in cash outflow being mainly a result of
purchase but not receiving products from our suppliers in the year ended
December 31, 2020, compared to the result of purchase and receiving more jade
mats products in the same period of 2021. Also, the increase in cash outflow for
accounts payable of $0.72 million to $0.39 million cash outflow in the year
ended December 31, 2021, compared to $0.33 million cash inflow in the year of
2020, such increase in cash outflow being mainly due to we settled the debts
owed to our suppliers more rapidly than we purchased new goods on credit. The
increase in operating cash outflow was partially offset by the increase in cash
inflow for inventory of $26.30 million to $0.80 million cash outflow in the year
ended December 31, 2021, compared to $27.10 million cash outflow in the same
period of 2020, such increase in cash inflow being mainly due to less purchase
made for lagging sales in Malaysia.



Net cash used in investing activities was $0.15 million in the year ended
December 31, 2021, an increase of cash outflow of $0.82 million from $0.67
million of cash provided by investing activities in 2020. We incurred cash
outflow of $154,820 from purchase of office equipment and leasehold improvement
in the year ended December 31, 2021. Net cash of $0.67 million provided by
investing activities in the year ended December 31, 2020, primarily related to
cash of Bright Swallow disposed of $1.46 million in January 2020 while we
received $2.50 million cash consideration for this sale transaction.



Net cash provided by financing activities was $2.76 million in the year ended
December 31, 2021, an increase of $2.29 million from cash inflow of $0.47
million in 2020. In the year ended December 31, 2021, we received $2.76 million
from equity financing. In the year ended December 31, 2020, we received $0.47
million from other loans.



As of December 31, 2021, we had gross accounts receivable of $104,441, of which
$73,747 was not yet past due and $30,694 was less than 90 days past due. We had
an allowance for bad debt of $1,044. As of April 1, 2022, all accounts
receivable outstanding as of December 31, 2021 had been collected.



All outstanding accounts receivable December 31, 2020 had been collected in 2021.

As of December 31, 2021 and 2020, we had advances to suppliers of $707,264 and
$381,894, respectively. These supplier prepayments are made for goods before we
actually receive them.



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For a new product, the normal lead time from new product R&D, prototype, and
mass production to delivery of goods from our suppliers to us is approximately
six to nine months after we make advance payments to our suppliers. For other
products, the typical time is five months after our advance payment. Due to the
COVID-19 pandemic, freight transportation of products from our international
suppliers has been delayed or suspended during the outbreak. As such, no reserve
on supplier prepayments had been made or recorded by us. We will consider the
need for a reserve when and if a supplier fails to fulfill our orders within the
time frame as stipulated in the purchase contracts. As of December 31, 2021 and
2020, no reserve on supplier prepayments had been made or recorded by us.



From April 1, 202296% of our advances to suppliers in progress at December 31, 2021 had been delivered to us in the form of furniture purchases.


Shelf Registration



On October 8, 2020, the Company filed a shelf registration statement on Form S-3
under which the Company may, from time to time, sell securities in one or more
offerings up to a total dollar amount of $60,000,000. The shelf registration
statement was declared effective on October 15, 2020. On July 23, 2021, the
Company entered into a Securities Purchase Agreement with certain institutional
investors for the sale by the Company of 1,114,508 shares of common stock. The
shares were offered and sold by the Company pursuant to the effective shelf
registration statement on Form S-3. The offering gross proceeds were $3,120,622
before deducting placement agent's commissions and other offering costs, and the
net proceeds of the offering were approximately $2,760,000. The offering closed
on July 27, 2021.



Other Long-Term Liabilities



As of December 31, 2021, we recorded long-term taxes payable of $1.54 million,
consisting of an income tax payable of $1.54 million, primarily arising from a
one-time transition tax recognized in the fourth quarter of 2017 on our
post-1986 foreign unremitted earnings, and a $0.01 million unrecognized tax
benefit, as ASC 740 specifies that tax positions for which the timing of the
ultimate resolution is uncertain should be recognized as long-term liabilities.



We have chosen to pay the single transition tax over the eight years beginning
April 2018.

Off-balance sheet arrangements

There are no off-balance sheet arrangements between us and any other entity that
have, or are reasonably likely to have, a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources
that
is material to shareholders.



We have not entered into any other financial guarantees or other commitments to
guarantee the payment obligations of any third parties. We have not entered into
any derivative contracts that are indexed to our shares and classified as
stockholders' equity or that are not reflected in our consolidated financial
statements. Furthermore, we do not have any retained or contingent interest in
assets transferred to an unconsolidated entity that serves as credit, liquidity
or market risk support to such entity. We do not have any variable interest in
any unconsolidated entity that provides financing, liquidity, market risk or
credit support to us or engages in leasing, hedging or research and development
services with us.

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