UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from to
Commission file number 001-38474
Jerash Holdings (US), Inc.
(Exact name of registrant as specified in its charter)
277 Fairfield Road, Suite 338, Fairfield, New
Jersey07004
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (201)285-7973
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
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No☒
Indicate by check mark whether the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐No☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
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. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the registrant’s
common stock, par value $0.001 per share, held by non-affiliates of the registrant, as computed by reference to the September 30, 2023
closing price reported by Nasdaq, was approximately $21,963,152. Shares of voting stock held by executive officers, directors, holders
owning more than 10% of the outstanding voting stock, and stockholders affiliated with a director or an executive officer have been excluded
from this calculation because such persons may be deemed to be affiliates. Exclusion of such shares should not be construed to indicate
that any of such persons possesses the power, direct or indirect, to control the Registrant, or that any such person is controlled by
or under common control with the Registrant.
The number of the registrant’s shares of common stock, $0.001
par value per share, outstanding on June 27, 2024 was 12,294,840.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s 2024 Proxy
Statement (as defined below) are incorporated by reference in Part III of this Annual Report on Form 10-K.
Table of Contents
Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 6
Item 1B. Unresolved Staff Comments 17
Item 1C. Cybersecurity 17
Item 2. Properties 18
Item 3. Legal Proceedings 19
Item 4. Mine Safety Disclosure 19
PART II
Item 6. [Reserved] 20
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 26
Item 8. Financial Statements and Supplementary Data F-1
Item 9A. Controls and Procedures 27
Item 9B. Other Information 27
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 27
PART III
Item 10. Directors, Executive Officers and Corporate Governance 28
Item 11. Executive Compensation 28
Item 14. Principal Accounting Fees and Services 28
PART IV
Item 15. Exhibit and Financial Statement Schedules 29
Signatures 31
i
PART I
Item 1. Business.
Overview
Jerash Holdings (US), Inc. (“Jerash Holdings”),
through its wholly owned operating subsidiaries (together the “Group,” “we,” “us,” or “our”),
is principally engaged in the manufacturing and exporting of customized, ready-made sportswear and outerwear from knitted fabric and personal
protective equipment (“PPE”) produced in its facilities in the Hashemite Kingdom of Jordan (“Jordan”). Our website
address is http://www.jerashholdings.com. Information available on our website is not a part of, and is not incorporated into, this Annual
Report on Form 10-K.
We are a manufacturer for many well-known brands
and retailers, such as VF Corporation (which owns brands such as The North Face, Timberland, and Vans), New Balance, G-III (owner or licensee
of brands such as Calvin Klein, Tommy Hilfiger, and DKNY), Acushnet (owner of brands such as Footjoy and Titleist), American Eagle, and
Skechers. Our production facilities comprise six factories and five warehouses and we currently employ approximately 5,400 people. The
total annual capacity at our facilities was approximately 14 million pieces (average for product categories including t-shirts, polo shirts,
pants, shorts, and jackets, and excluding PPE) as of March 31, 2024.
Organizational Structure
Jerash Holdings is a holding company incorporated
in Delaware in January 2016. As of the date of this annual report, Jerash Holdings has the following wholly owned subsidiaries: (i) Jerash
Garments and Fashions Manufacturing Co., Ltd. (“Jerash Garments”), an entity formed under the laws of Jordan, (ii) Treasure
Success International Limited (“Treasure Success”), an entity formed under the laws of Hong Kong Special Administrative Region
of the People’s Republic of China (“Hong Kong” or “HK”), (iii) Chinese Garments and Fashions Manufacturing
Co., Ltd. (“Chinese Garments”), an entity formed under the laws of Jordan and a wholly owned subsidiary of Jerash Garments,
(iv) Jerash for Industrial Embroidery Co., Ltd. (“Jerash Embroidery”), an entity formed under the laws of Jordan and a wholly
owned subsidiary of Jerash Garments, (v) Al-Mutafaweq Co. for Garments Manufacturing Ltd. (“Paramount”), an entity formed
under the laws of Jordan and a wholly owned subsidiary of Jerash Garments, (vi) Mustafa and Kamal Ashraf Trading Company (Jordan) for
the Manufacture of Ready-Make Clothes LLC (“MK Garments”), an entity formed under the laws of Jordan and a wholly owned subsidiary
of Jerash Garments; (vii) Jiangmen Treasure Success Business Consultancy Co., Ltd. (“Jiangmen Treasure Success”), an entity
incorporated under the laws of the People’s Republic of China (“China” or the “PRC”) and a wholly owned
subsidiary of Treasure Success, (viii) Jerash The First Medical Supplies Manufacturing Company Limited (“Jerash The First”),
an entity formed under the laws of Jordan and a wholly owned subsidiary of Jerash Garments, (ix) Jerash Supplies, LLC (“Jerash Supplies”),
an entity formed under the laws of the State of Delaware, (x) Kawkab Venus Dowalyah Lisenaet Albesah (“Kawkab Venus”), a limited
liability company established in Amman, Jordan, and (xi) Ever Winland Limited (“Ever Winland”), a limited liability company
organized in Hong Kong. As of the date of this annual report, Treasure Success owns 51% of the equity interests in J&B International
Limited (“J&B”), a company with limited liability incorporated under the laws of Hong Kong. P. T. Eratex (Hong Kong) Limited
(“Eratex”), a company formed in Hong Kong, owns the remaining 49%. To date, Treasure Success also owns 51% of the equity interests
in Jerash Newtech (Hong Kong) Holdings Limited (“Jerash Newtech”), a company incorporated under the laws of Hong Kong with
limited liability, and Newtech Textile (HK) Limited, a company incorporated in Hong Kong (“Newtech”), owns the remaining 49%.
1
This chart reflects our organizational structure as of the date of
this annual report:
Jerash Garments was established in Jordan on November
26, 2000 and operates out of our factory in Al Tajamouat Industrial City, a Development Zone in Amman, Jordan. Jerash Garments’
principal activities are to house management offices and to operate production lines and printing, sewing, ironing, packing, and quality
control units, as well as house our trims and finished products warehouses. We also operate our factory in Al-Hasa County (as discussed
below) under Jerash Garments.
Chinese Garments was established in Jordan on
June 13, 2013 and operates out of our factory in Al Tajamouat Industrial City. Chinese Garments’ principal activities are to house
administration, human resources, finance, and management offices and to operate additional production lines and sewing, ironing, and packing
units, as well as house our trims warehouse.
Jerash Embroidery was established in Jordan on
March 11, 2013 and operates out of our factory in Al Tajamouat Industrial City. Jerash Embroidery’s principal activities are to
perform the cutting and embroidery for our products.
Paramount was established in Jordan on October
24, 2004 and operates out of our factory in Al Tajamouat Industrial City. Paramount’s principal activities are to manufacture garments
per customer orders.
MK Garments was established in Jordan on January
23, 2003. On June 24, 2021, Jerash Garments and the sole shareholder of MK Garments entered into an agreement, pursuant to which Jerash
Garments acquired all of the outstanding stock of MK Garments. As of October 7, 2021, MK Garments became a subsidiary of Jerash Garments.
MK Garments operates out of our factory in Al Tajamouat Industrial City. MK Garments’ principal activities are to manufacture garments
per customer orders. This acquisition increased Jerash’s annual capacity from 12 million pieces to 14 million pieces. The new facilities
are an existing garment manufacturing operation adjacent to Jerash’s four largest manufacturing centers. Jerash assumed ownership
of all of the machinery and equipment owned by MK Garments through the acquisition.
Treasure Success was established in Hong Kong
on July 5, 2016 and operates in Hong Kong. Treasure Success’s primary activities are sales of garments and to employ sales and merchandising
staff and supporting personnel in Hong Kong to support the business of Jerash Garments and its subsidiaries.
Jiangmen Treasure Success was established in Jiangmen
City of Guangdong Province in the PRC on August 28, 2019 and operates in the PRC. Jiangmen Treasure Success’s primary activities
are to provide support in sales and marketing, sample development, merchandising, procurement, and other areas.
Jerash The First was established in Jordan on
July 6, 2020 and operate out of our factory in Al-Hasa County. Jerash The First’s principal activities are to manufacture PPE products.
Jerash Supplies was formed in Delaware on November
20, 2020. Jerash Supplies is engaged in the trading of PPE products.
Kawkab Venus was established in Amman, Jordan,
on January 15, 2015 with a declared capital of JOD 50,000. It holds land with factory premises, which are leased to MK Garments. On July
14, 2021, Jerash Garments and the sole shareholder of Kawkab Venus entered into an agreement, pursuant to which Jerash Garments acquired
all of the outstanding stock of Kawkab Venus. Apart from the land and factory premises, Kawkab Venus had no other significant assets or
liabilities and no operation activities or employees at the time of acquisition, so the acquisition was accounted for an asset acquisition.
As of August 21, 2022, Kawkab Venus became a subsidiary of Jerash Garments.
2
Ever Winland was organized in Hong Kong on December
3, 2020. It holds office premises, which are leased to Treasure Success. On June 22, 2022, Treasure Success and the shareholders of Ever
Winland entered into an agreement, pursuant to which Treasure Success acquired all of the outstanding stock of Ever Winland. Apart from
the office premises used by Treasure Success, Ever Winland had no other significant assets or liabilities and no operating activities
or employees at the time of this acquisition, so this transaction was accounted for as an asset acquisition. As of August 29, 2022, Ever
Winland became a subsidiary of Treasure Success.
J&B is a joint venture company established
in Hong Kong on January 10, 2023. On March 20, 2023, Treasure Success and Eratex entered into a Joint Venture and Shareholders’
Agreement, pursuant to which Treasure Success acquired 51% of the equity interests in J&B on April 11, 2023. J&B engages in the
business of garment trading and manufacturing for orders from customers.
Jerash Newtech is a joint venture company established
in Hong Kong on November 3, 2023. On October 10, 2023, Treasure Success and Newtech entered into a Joint Venture and Shareholders’
Agreement. Pursuant to this agreement, both parties agreed to form a joint venture company in Hong Kong named Jerash Newtech, of which
Treasure Success holds 51% of the equity interests and Newtech holds 49%. Jerash Newtech engages in the business of supplying fiber and
fabric printed with Cooltrans technology, and may engage any other businesses in the future as both parties shall agree from time to time.
Products
As a garment manufacturing group, we specialize
in manufacturing sportswear and outerwear. Our sportswear and outerwear product offering consists of jackets, polo shirts, t-shirts, pants,
and shorts. During fiscal 2024, our primary product offering was shorts, pants, and vests, which accounted for approximately 37% of our
total shipped pieces. Our primary product offering in the fiscal year ended March 31, 2023 was shorts, pants, and vests, which accounted
for approximately 49% of our total shipped pieces.
In response to high demand for PPE due to the
COVID-19 pandemic, we started manufacturing PPE in 2020. Our PPE product offering consists of branded (washable) and disposable face masks,
medical scrubs, protective coveralls, and surgical gowns. The sale of PPE products contributed an insignificant amount to our total revenue
in the fiscal years ended March 31, 2024 and 2023.
Manufacturing and Production
Our production facilities are located in Al Tajamouat
Industrial City and in Al-Hasa County in the Tafilah Governorate of Jordan.
Our production facilities in Al Tajamouat Industrial
City comprise five factories and five warehouses. Effective as of January 1, 2019, the government of the Hashemite Kingdom of Jordan converted
Al Tajamouat Industrial City into a Development Zone. Following this change, we continued to operate under benefits similar to the Qualifying
Industrial Zone designation, but were subject to a 10% corporate income tax plus a 1% social contribution. Starting from January 1, 2020,
the corporate income tax rate increased to 14% plus a 1% social contribution. On January 1, 2021, the corporate income tax rate increased
to 16% plus a 1% social contribution. On January 1, 2022, the corporate income tax rate increased to 18% or 20% plus a 1% social contribution.
On January 1, 2023, the corporate income tax rate increased to 19% or 20% plus a 1% social contribution. Effective January 1, 2024, we
have been subject to a 20% corporate income tax rate plus a 1% social contribution. Currently, the first factory, which we own, employs
approximately 1,500 people. Its primary functions are to house our management offices, as well as production lines, trims warehouse, and
printing, sewing, ironing, and packaging units. The second factory, which we lease, employs approximately 1,400 people. Its primary function
is to house our administrative and human resources personnel, merchandising and accounting departments, embroidery, printing, additional
production lines, trims and finished products warehouses, and sewing, ironing, packing and quality control units. The third factory, which
we lease, employs approximately 200 people. Its primary functions are to perform the cutting for our products. The fourth factory (under
Paramount), which we lease, currently employs approximately 1,200 people. Its primary functions are to house additional production lines.
The fifth factory (under MK Garments) currently employs approximately 600 people. Its primary function is to manufacture garments for
orders from customers.
3
Our production facility in Al-Hasa County in the
Tafilah Governorate of Jordan comprises a factory, which currently employs approximately 500 people and its primary functions are to manufacture
garment products per customer orders. We commenced the construction of this factory in 2018 and we started operations in November 2019.
This is a joint project with the Jordanian Ministry of Labor and the Jordanian Education and Training Department. According to our agreement
with these government agencies, we used this factory without paying rent through December 2022. We have continued to use the factory without
paying rent since January 2023 as new arrangements with the Jordanian Ministry of Labor are still being made. See “Item 2. Properties”
below for more information regarding this factory.
In 2015, we commenced a project to build a 4,800
square-foot workshop in the Tafilah Governorate of Jordan. The building is now used as a dormitory to house management and supervisory
staff who work at the factory in Al-Hasa County.
In April 2021, we commenced construction on a
195,000-square-foot housing facility for our multi-national workforce, situated on a 49,000-square-foot site owned by us, in Al Tajamouat
Industrial City. The construction is now complete and our workers have started moving in. To meet increasing demand, we are also finalizing
plans to construct an additional project on a nearby 133,000-square-foot parcel that we purchased in 2019 for $1.2 million. Two-thirds
of the land will be used for our seventh factory and the remaining one-third will be used for housing. As of the date of this annual report,
we are working with engineering consultants on the architectural design of the building, taking into account the potential business growth
bought about by the new business collaboration with Busana Apparel Group. We will carefully plan the construction investment to meet the
progress of business developments.
Total annual capacity at our existing facilities
was approximately 14 million pieces (average for product categories including t-shirts, polo shirts, pants, shorts, and jackets, and excluding
PPE) as of March 31, 2024. Our production flow begins in the cutting department of our factory. Then the product is sent to the embroidery
department for embroidery if applicable. From there, the product moves to be processed by the sewing unit, finishing department, quality
control, and finally the ironing and packing units.
We do not have long-term supply contracts or arrangements
with our suppliers. Most of our ultimate suppliers for raw materials, such as fabric, zippers, and labels, are designated by customers
and we purchase such materials on a purchase order basis.
Employees
As of March 31, 2024, we had an aggregate of approximately
5,600 employees located in Jordan, Hong Kong, the People’s Republic of China, and the United States of America, all of which are
full-time employees.
Customers
The following table outlines the dollar amount
and percentage of total sales to our customers for the fiscal years ended March 31, 2024 (“fiscal 2024”) and March 31, 2023
(“fiscal 2023”).
Sales Sales
(USD, in thousands) % (USD, in thousands) %
Jiangsu Guotai Huasheng Industrial Co (HK)., Ltd 2,774 2.4 % 9,454 6.8 %
Easy Long International Limited 2,436 2.1 % - - %
4
In fiscal 2024 and 2023, we depended on a few
key customers for our sales, and most of our sales in fiscal 2024 and 2023 were to one customer, VF Corporation.
We started producing garments for VF Corporation
in 2012. Most of the products we manufacture are sold under The North Face, Timberland, and Vans brands which are owned by VF Corporation.
Currently, we manufacture primarily outerwear for The North Face. Approximately 67% and 60% of our sales in fiscal 2024 and 2023 were
derived from the sale of manufactured products to VF Corporation, respectively. We are not party to any long-term contracts with VF Corporation
or our other customers, and our sales arrangements with our customers do not have minimum purchase requirements. As is common in our industry,
VF Corporation and our other customers place purchase orders with us after we complete detailed sample development and approval processes
that we and our customers have agreed upon for their purchase of the relevant manufactured garments. It is through the sample development
and approval processes that we and VF Corporation and our other customers agree on the purchase and manufacture of the garments. For fiscal
2024, VF Corporation issued approximately 3,400 purchase orders to us in amounts ranging from approximately $7 to $268,000. For fiscal
2023, VF Corporation issued approximately 10,500 purchase orders to us in amounts ranging from approximately $6 to $372,000.
Our customers are in the retail industry, which
is subject to substantial cyclical variations. Consequently, there can be no assurance that sales to current customers will continue at
the current rate or at all. In addition, our annual and quarterly results may vary, which may cause our profits and the market price of
our common stock to decline.
We continue to seek to expand and strengthen our
relationship with our current customers and other brand names. However, we cannot assure you that these brands will continue to buy our
products in the same volumes or on the same terms as they did in the past or that we will be successful in expanding our relationship
with other brand names.
Competition
The markets for the manufacturing of sportswear
and outerwear are highly competitive. The competition in those markets is focused primarily on the price and quality of the product and
the level of customer service. Our products compete with products of other apparel manufacturers in Asia, Israel, Europe, the United States,
and South and Central America.
Competition with other manufacturers in the clothing
industry focuses on reducing production costs, reducing supply lead time, design, product quality, and efficiency of supply to the customer.
Since production costs depend to a large extent on labor costs, in recent years most production in the industry has been moved to countries
where labor costs are low. Some of our competitors have lower cost bases, longer operating histories, larger customer bases, and other
advantages over us which allow them to compete with us. As described in more detail under “—Conditions in Jordan”
below, we are able to sell our products manufactured at our facilities in Jordan to the United States free from customs duties and import
quotas under certain conditions. These favorable terms enable us to remain competitive on the basis of price. According to the Association
Agreement between the European Union (the “EU”) and Jordan, which came into force in May 2002, and the joint initiative on
rules of origin reviewed and improved in December 2018 by the EU and Jordan, goods manufactured by us in Jordan that are subsequently
shipped to EU countries are shipped free from customs duties.
Conditions in Jordan
Our manufacturing facilities are located in Jordan.
Accordingly, we are directly affected by political, security, and economic conditions in Jordan.
From time to time, Jordan has experienced instances
of civil unrest, terrorism, and hostilities among neighboring countries, including Syria and Israel. A peace agreement between Israel
and Jordan was signed in 1994. Terrorist attacks, military activity, rioting, or civil or political unrest in the future could influence
the Jordanian economy and our operations by disrupting operations and communications and making travel within Jordan more difficult and
less desirable. Political or social tensions also could create a greater perception that investments in companies with Jordanian operations
involve a high degree of risk, which could adversely affect the market and price for our common stock. Furthermore, the escalation of
conflicts such as Russia-Ukraine and Israel-Hamas may increase geopolitical tensions globally. These political or social tensions could
disrupt international trade, industrial supply chains, and transportation, leading to market price volatility, and may adversely affect
our business, increase operational costs, and limit our ability to secure foreign financing for our operations and capital expenditures.
See “Item 1A. Risk Factors—Risks Related to Operations in Jordan—Our operations in Jordan may be adversely affected
by social and political uncertainties or change, military actions, health-related risks, acts of terrorism or other geopolitical instability.”
5
Jordan is a constitutional monarchy, but the King
holds wide executive and legislative powers. The ruling family has taken initiatives that support the economic growth of the country.
However, there is no assurance that such initiatives will be successful or will continue. The rate of economic liberalization could change,
and specific laws and policies affecting manufacturing companies, foreign investments, currency exchange rates, and other matters affecting
investments in Jordan could change as well.
Trade Agreements
Because of the United States-Jordan Free Trade
Agreement, which came into force on December 17, 2001, and was implemented fully on January 1, 2010, and the Association Agreement between
the EU and Jordan, which came into force in May 2002, we are able to sell our products manufactured at our facilities in Jordan to the
U.S. free from customs duties and import quotas under certain conditions and to EU countries free from customs duties.
Income/Sales Tax Incentives
Effective January 1, 2019, Jordan’s government
converted the geographical area where Jerash Garments and its subsidiaries are located from a Free Zone to a Development Zone. Development
Zones are industrial parks that house manufacturing operations in Jordan. In accordance with applicable law, Jerash Garments and its subsidiaries
began paying corporate income tax in Jordan at a rate of 10% plus 1% social contribution. Starting from January 1, 2020, the corporate
income tax rate in Jordan increased to 14% plus 1% social contribution. Effective January 1, 2021, this rate increased to 16% plus 1%
social contribution. On January 1, 2022, this rate further increased to 18% or 20% plus 1% social contribution. On January 1, 2023, this
rate further increased to 19% or 20% plus a 1% social contribution. Effective January 1, 2024, the income tax rate further increased to
20%, plus a 1% social contribution. For more information, see “Note 2—Summary of Significant Accounting Policies—Income
and Sales Taxes.”
In addition, Jerash Garments and its subsidiaries
are subject to local sales tax of 16%. However, Jerash Garments was granted a sales tax exemption from the Jordanian Investment Commission
for the period June 1, 2015 to June 1, 2018 that allowed Jerash Garments to make purchases with no sales tax charge. This exemption was
extended to February 5, 2025.
Government Regulation
Our manufacturing and other facilities in Jordan
and our subsidiaries outside of Jordan are subject to various local regulations relating to the maintenance of safe working conditions
and manufacturing practices. Management believes that we are currently in compliance in all material respects with all such regulations.
We are not subject to governmental approval of our products or manufacturing process.
Item 1A. Risk Factors.
The following are factors that could have a significant
impact on our operations and financial results and could cause actual results or outcomes to differ materially from those discussed in
any forward-looking statements.
Risks Related to Our Business and Our Industry
We rely on one key customer for most of
our revenue. We cannot assure you that this customer or any other customer will continue to buy our products in the same volumes or on
the same terms.
Our sales to VF Corporation (which owns brands
such as The North Face, Timberland, and Vans), directly and indirectly, accounted for approximately 67% and 60% of our total sales in
fiscal 2024 and 2023, respectively. From an accounting perspective, we are considered the principal in our arrangement with VF Corporation.
We bear the inventory risk before the specified goods are transferred to a customer, and we have the right to determine the price and
to change our product during the sample development process with customers in which we determine factors including material usage and
manufacturing costs before confirming orders. Therefore, we present the sales and related manufacturing activities on a gross basis.
We are not party to any long-term contracts with
VF Corporation or our other customers, and our sales arrangements with our customers do not have minimum purchase requirements. As is
common in our industry, VF Corporation and our other customers place purchase orders with us after we complete detailed sample development
and approval processes. It is through these sample development and approval processes that we and VF Corporation agree on the purchase
and manufacture of the garments in question. From April 1, 2022 to March 31, 2023, VF Corporation issued approximately 10,500 purchase
orders to us in amounts ranging from approximately $6 to $372,000. In fiscal 2024, VF Corporation issued approximately 3,400 purchase
orders to us in amounts ranging from approximately $7 to $268,000.
6
We cannot assure you that our customers will continue
to buy our products at all or in the same volumes or on the same terms as they have in the past. The failure of VF Corporation to continue
to buy our products in the same volumes and on the same terms as in the past may significantly reduce our sales and our earnings.
A material decrease in the quantity of sales made
to our principal customers, a material adverse change in the terms of such sales or a material adverse change in the financial condition
of our principal customers could significantly reduce our sales and our earnings.
We cannot assure you that VF Corporation will
continue to purchase our merchandise at the same historical rate, or at all, in the future, or that we will be able to attract new customers.
In addition, because of our reliance on VF Corporation as our key customer and their bargaining power with us, VF Corporation has the
ability to exert significant control over our business decisions, including prices.
Any adverse change in our relationship with
VF Corporation and its owned brands, or with their strategies or reputation, would have a material adverse effect on our results of operations.
Most of our products are sold under The North
Face, Timberland, and Vans brands, which are owned by VF Corporation. Any adverse change in our relationship with VF Corporation would
have a material adverse effect on our results of operations. In addition, our sales of those products could be materially and adversely
affected if the image, reputation, or popularity of either VF Corporation, The North Face, Timberland, or Vans were to be negatively impacted.
If we lose our key customer and are unable
to attract new customers, then our business, results of operations, and financial condition would be adversely affected.
If our key customer, VF Corporation, fails to
purchase our merchandise at the same historical rate, or at all, we will need to attract new customers and we cannot assure you that we
will be able to do so. We do not currently invest significant resources in marketing our products, and we cannot assure you that any new
investments in sales and marketing will lead to the acquisition of additional customers or increased sales or profitability consistent
with prior periods. If we are unable to attract new customers or customers that generate comparable profit margins to VF Corporation,
then our results of operations and financial condition could be materially and adversely affected.
If we lose our larger brand name customers,
or the customers fail to purchase our products at anticipated levels, our sales and operating results will be adversely affected.
Our results of operations depend to a significant
extent upon the commercial success of our larger brand name customers. If we lose these customers, these customers fail to purchase our
products at anticipated levels, or our relationships with these customers or the brands and retailers they serve diminishes, it may have
an adverse effect on our results and we may lose a primary source of revenue. In addition, we may not be able to recoup development and
inventory costs associated with these customers and we may not be able to collect our receivables from them, which would negatively impact
our financial condition and results of operations.
If the market share of our customers declines,
our sales and earnings may decline.
Our sales can be adversely affected in the event
that our direct and indirect customers do not successfully compete in the markets in which they operate. In the event that the sales of
one of our major customers decline for any reason, regardless of whether it is related to us or to our products, our sales to that customer
may also decline, which could reduce our overall sales and our earnings.
7
A natural disaster, catastrophe, pandemic,
or other unexpected events could adversely affect our financial conditions and business operations.
The occurrence of one or more unexpected events,
including war, acts of terrorism or violence, civil unrest, epidemics or pandemics, fires, tornadoes, hurricanes, earthquakes, floods,
and other forms of severe weather in the countries or regions in which we do business could adversely affect our operations and financial
performance.
In December 2019, COVID-19 was first identified
in Wuhan, China. Less than four months later, on March 11, 2020, the World Health Organization declared COVID-19 a pandemic—the
first pandemic caused by a coronavirus. The outbreak has reached more than 160 countries, including Jordan and the United States, resulting
in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans, intended to control
the spread of the virus.
The COVID-19 pandemic did not materially adversely
affect our business operations and condition and operating results for fiscal 2023 and 2024. The Company currently expects that its operation
results for the fiscal year ending March 31, 2025 would not be impacted by the COVID-19 pandemic. However, in the event of a resurgence
of COVID-19 cases or a global outbreak of a similar pandemic, the Company's business could be negatively impacted if the U.S. government
or the Jordan government imposes new restrictions to curb the spread.
We may require additional financing to fund
our operations and capital expenditures.
As of March 31, 2024, we had cash and cash equivalents
of approximately $12.4 million and restricted cash of approximately $1.6 million. There can be no assurance that our available cash, together
with resources from our operations, will be sufficient to fund our operations and capital expenditures. In addition, our cash position
may decline in the future, and we may not be successful in maintaining an adequate level of cash resources.
Pursuant to the DBS facility letter dated January
12, 2022, DBS Bank (Hong Kong) Limited (“DBSHK”) provided a bank facility of up to $5.0 million to Treasure Success, which
was amended pursuant to a facility letter dated January 4, 2024. Pursuant to the amended agreement, DBSHK agreed to finance cargo receipt,
trust receipt, account payable financing, and certain type of import and export invoice financing up to an aggregate of $5.0 million,
with certain financial covenants. The DBSHK facility bears interest at 1.5% per annum over Hong Kong Interbank Offered Rate (“HIBOR”)
for HKD bills and 1.1% to 1.3% per annum over DBSHK’s cost of funds for foreign currency bills. The facility is guaranteed by Jerash
Holdings and became available to the Company on June 17, 2022.
In addition, we may be required to seek additional
debt or equity financing in order to support our growing operations. We may not be able to obtain additional financing on satisfactory
terms, or at all, and any new equity financing could have a substantial dilutive effect on our existing stockholders. If we cannot obtain
additional financing, we may not be able to achieve our desired sales growth, and our results of operations would be negatively affected.
We may have conflicts of interest with our
affiliates and related parties, and in the past we have engaged in transactions and entered into agreements with affiliates that were
not negotiated at arms’ length.
We have engaged, and may in the future engage,
in transactions with affiliates and other related parties. These transactions may not have been, and may not be, on terms as favorable
to us as they could have been if obtained from non-affiliated persons. While an effort has been made and will continue to be made to obtain
services from affiliated persons and other related parties at rates and on terms as favorable as would be charged by others, there will
always be an inherent conflict of interest between our interests and those of our affiliates and related parties. Through his wholly owned
entity Merlotte Enterprise Limited, Mr. Choi, our chairman, chief executive officer, president, treasurer, and a significant stockholder,
has an indirect ownership interest in Jiangmen V-Apparel Manufacturing Limited, with which we have entered into, or in the future may
enter into, agreements or arrangements. See also “Note 11—Related Party Transactions.” If we engage in related party
transactions on unfavorable terms, our operating results will be negatively impacted.
8
We are dependent on a product segment comprised
of a limited number of products.
Presently, we generate revenue primarily from
manufacturing and exporting sportswear and outerwear. A shift in demand from such products may reduce the growth of new business for our
products, and reduce existing business in those products. If demand in sportswear and outerwear were to decline, we may endeavor to expand
or transition our product offerings to other segments of the clothing retail industry. There can be no assurance that we would be able
to successfully make such an expansion or transition, or that our sales and margins would not decline in the event we made such an expansion
or transition.
Our revenue and cash requirements are affected
by the seasonal nature of our business.
A significant portion of our revenue is received
during the first six months of our fiscal year, or from April through September. A majority of our VF Corporation orders are derived from
winter season fashions, the sales of which occur in the spring and summer and are merchandized by VF Corporation during the autumn months
(September through November). As such, the second half of our fiscal year reflect lower sales in anticipation of the spring and summer
seasons. In addition, due to the nature of our relationships with customers and our use of purchase orders to conduct our business, our
revenue may vary from period to period.
Changes in our product mix and the geographic
destination of our products or source of our supplies may impact our cost of goods sold, net income, and financial position.
From time to time, we experience changes in the
product mix and the geographic destination of our products. To the extent our product mix shifts from higher revenue items, such as jackets,
to lower revenue items, such as pants, our cost of goods sold as a percentage of gross revenue will likely increase. In addition, if we
sell a higher proportion of products in geographic regions where we do not benefit from free trade agreements or tax exemptions, our gross
margins will fall. If we are unable to sustain consistent product mix and geographic destinations for our products, we could experience
negative impacts to our financial condition and results of operations.
Our direct and indirect customers are in
the clothing retail industry, which is subject to substantial cyclical variations and could have a material adverse effect on our results
of operations.
Our direct and indirect customers are in the clothing
retail industry, which is subject to substantial cyclical variations and is strongly affected by any downturn or slowdown in the general
economy. Factors in the clothing retail industry that may influence our operating results from quarter to quarter include:
● the volume and timing of customer orders we receive during the quarter;
● the timing and magnitude of our customers’ marketing campaigns;
● the loss or addition of a major customer or of a major retailer nomination;
● the availability and pricing of materials for our products;
● the increased expenses incurred in connection with introducing new products;
● currency fluctuations;
● political factors that may affect the expected flow of commerce; and
● delays caused by third parties.
9
In addition, uncertainty over future economic
prospects could have a material adverse effect on our results of operations. Many factors affect the level of consumer spending in the
clothing retail industry, including, among others:
● general business conditions;
● interest rates;
● the availability of consumer credit;
● taxation; and
● consumer confidence in future economic conditions.
Consumer purchases of discretionary items, including
our products, may decline during recessionary periods and also may decline at other times when disposable income is lower. Consequently,
our customers may have larger inventories of our products than expected, and to compensate for any downturn they may reduce the size of
their orders, change the payment terms, limit their purchases to a lower price range, and try to change their purchase terms, all of which
may have a material adverse effect on our financial condition and results of operations.
The clothing retail industry is subject
to changes in fashion preferences. If our customers misjudge a fashion trend or the price which consumers are willing to pay for our products
decreases, our revenue could be adversely affected.
The clothing retail industry is subject to changes
in fashion preferences. We design and manufacture products based on our customers’ judgment as to what products will appeal to consumers
and what price consumers would be willing to pay for our products. Our customers may not be successful in accurately anticipating consumer
preferences and the prices that consumers would be willing to pay for our products. Our revenue will be reduced if our customers are not
successful, particularly if our customers reduce the volume of their purchases from us or require us to reduce the prices at which we
sell our products.
If we experience product quality or late
delivery problems, or if we experience financial problems, our business will be negatively affected.
We may from time to time experience difficulties
in making timely delivery of products of acceptable quality. Such difficulties may result in cancellation of orders, customer refusal
to accept deliveries, or reductions in purchase prices, any of which could have a material adverse effect on our financial condition and
results of operations. There can be no assurance that we will not experience difficulties with manufacturing our products.
We face intense competition in the worldwide
apparel manufacturing industry.
We compete directly with a number of manufacturers
of sportswear and outerwear. Some of these manufacturers have lower cost bases, longer operating histories, larger customer bases, greater
geographical proximity to customers, or greater financial and marketing resources than we do. Increased competition, direct or indirect,
could reduce our revenue and profitability through pricing pressure, loss of market share, and other factors. We cannot assure you that
we will be able to compete successfully with existing or new competitors, as the market for our products evolves and the level of competition
increases. We believe that our business will depend upon our ability to provide apparel products of good quality and meeting our customers’
pricing and delivery requirements, and our ability to maintain relationships with our major customers. There can be no assurance that
we will be successful in this regard.
We have entered into joint ventures with
third parties, and we may continue to do so in the future. This may subject us to various risks, including limited decision-making authority,
reliance on our joint venture partners' financial condition, the risk of disputes with our joint venture partners, and the risk of failing
to achieve profitability through such business.
As of the date of this annual report, we have
entered into two joint ventures with third parties. Please refer to “Item
1. Business—Organizational structure” for more information. Once we enter into any joint ventures, we will have limited decision-making
authority and we may face the risk of disputes with our joint venture partners. This includes potential deadlocks in making major decisions
and restrictions on our ability to exit the joint venture. Any disputes that arise between us and any of our joint venture partners may
result in litigation or arbitration. We may also face risks associated with the financial condition of our joint venture partners, including
the risk of bankruptcy and/or failure to fund their share of required capital contributions. As a result, we may be exposed to liabilities
that exceed our share of any joint venture. Our joint venture partners may also have business interests or goals that are inconsistent
with ours and may be able to take actions contrary to our policies or objectives. In specific circumstances, we may be liable for the
actions of any joint venture partners. Any of these situations may have a material adverse effect on our business, financial condition,
and results of operations.
10
Furthermore, we cannot assure that we may succeed
in doing business through these two joint ventures or any future joint ventures. If the two joint ventures do not achieve expected levels
of production or profitability, we will not be able to adequately manage our growth following the establishment of such business, and
our results of operations and financial condition would be adversely affected.
Our results of operations are subject to fluctuations in currency
exchange rates.
Exchange rate fluctuations between the U.S. dollar
and Jordanian Dinar (“JOD”), Hong Kong dollar, or Chinese Yuan (“CNY”), as well as inflation in Jordan, Hong Kong,
or the PRC, may negatively affect our earnings. A substantial majority of our revenue and a substantial portion of our expenses are denominated
in U.S. dollars. However, a significant portion of the expenses associated with our Jordanian, Hong Kong, or PRC operations, including
personnel and facilities-related expenses, are incurred in JOD, Hong Kong dollars, or CNY, respectively. Consequently, inflation in Jordan,
Hong Kong, or the PRC will have the effect of increasing the dollar cost of our operations in Jordan, Hong Kong, or the PRC, respectively,
unless it is offset on a timely basis by a devaluation of JOD, Hong Kong dollar, or CNY, as applicable, relative to the U.S. dollar. We
cannot predict any future trends in the rate of inflation in Jordan, Hong Kong, or the PRC or the rate of devaluation of JOD, Hong Kong
dollar, or CNY, as applicable, against the U.S. dollar. In addition, we are exposed to the risk of fluctuation in the value of JOD, Hong
Kong dollar, and CNY vis-a-vis the U.S. dollar. There can be no assurance that JOD or Hong Kong dollar will remain effectively pegged
to the U.S. dollar. Any significant appreciation of JOD, Hong Kong dollar, or CNY against the U.S. dollar would cause an increase in our
JOD, Hong Kong dollar, or CNY expenses, as applicable, as recorded in our U.S. dollar denominated financial reports, even though the expenses
denominated in JOD, Hong Kong dollars, or CNY, as applicable, will remain unchanged. In addition, exchange rate fluctuations in currency
exchange rates in countries other than Jordan where we operate and do business may also negatively affect our earnings.
We are subject to the risks of doing business
abroad.
Almost all of our products are manufactured outside
the United States, at our subsidiaries’ production facilities in Jordan. Foreign manufacturing is subject to a number of risks,
including work stoppages, transportation delays and interruptions, political instability, foreign currency fluctuations, economic disruptions,
expropriation, nationalization, the imposition of tariffs and import and export controls, changes in governmental policies (including
U.S. policies towards Jordan), and other factors, which could have an adverse effect on our business. In addition, we may be subject to
risks associated with the availability of and time required for the transportation of products from foreign countries. The occurrence
of certain of these factors may delay or prevent the delivery of goods ordered by customers, and such delay or inability to meet delivery
requirements would have a severe adverse impact on our results of operations and could have an adverse effect on our relationships with
our customers.
Our ability to benefit from the lower labor costs
in Jordan will depend on the political, social, and economic stability of Jordan and in the Middle East in general. We cannot assure you
that the political, economic, or social situation in Jordan or in the Middle East in general will not have a material adverse effect on
our operations, especially in light of the potential for hostilities in the Middle East. See “—Risks Related to Operations
in Jordan—Our operations in Jordan may be adversely affected by social and political uncertainties or change, military actions,
health-related risks, acts of terrorism or other geopolitical instability.” The success of the production facilities also will depend
on the quality of the workmanship of laborers and our ability to maintain good relations with such laborers in these countries. We cannot
guarantee that our operations in Jordan or any new locations outside of Jordan will be cost-efficient or successful.
Our business could suffer if we violate
labor laws or fail to conform to generally accepted labor standards or the ethical standards of our customers.
We are subject to labor laws issued by the Jordanian
Ministry of Labor for our facilities in Jordan. In addition, many of our customers require their manufacturing suppliers to meet their
standards for working conditions and other matters. If we violate applicable labor laws or generally accepted labor standards or the ethical
standards of our customers by, for example, using forced or indentured labor or child labor, failing to pay compensation in accordance
with local law, failing to operate our factories in compliance with local safety regulations, or diverging from other labor practices
generally accepted as ethical, we could suffer a loss of sales or customers. In addition, such actions could result in negative publicity
and may damage our reputation and discourage retail customers and consumers from buying our products.
11
Our products may not comply with various
industry and governmental regulations and our customers may incur losses in their products or operations as a consequence of our non-compliance.
Our products are produced under strict supervision
and controls to ensure that all materials and manufacturing processes comply with the industry and governmental regulations governing
the markets in which these products are sold. However, if our controls fail to detect or prevent non-compliant materials from entering
the manufacturing process, our products could cause damages to our customers’ products or processes and could also result in fines
being incurred. The possible damages, replacement costs, and fines could significantly exceed the value of our products and these risks
may not be covered by our insurance policies.
We depend on our suppliers for machinery
and maintenance of machinery. We may experience delays or additional costs satisfying our production requirements due to our reliance
on these suppliers.
We purchase machinery and equipment used in our
manufacturing process from third-party suppliers. If our suppliers are not able to provide us with maintenance or additional machinery
or equipment as needed, we might not be able to maintain or increase our production to meet any demand for our products, which would negatively
impact our financial condition and results of operations.
We are a holding company and rely on dividends,