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6-K 1 form6-k.htm

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 2025

 

Commission File Number: 001-38304

 

DOGNESS (INTERNATIONAL) CORPORATION

(Registrant’s name)

 

Tongsha Industrial Estate, East District

Dongguan, Guangdong

People’s Republic of China 523217

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

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

 

 

 

 

 

Explanatory Note:

 

On March 31, 2025, the Company announced its unaudited financial results for the first six months ended December 31, 2024. Unaudited financial statements and notes for six months ended December 31, 2024 and the Operating and Financial Review and Prospects are furnished as Exhibits 99.1 and Exhibit 99.2, respectively, to this report on Form 6-K.

 

On March 31, 2025, the Company issued a press release announcing its unaudited financial results for the first six months ended December 31, 2024, which press release is attached as Exhibit 99.3 to this Form 6-K.

 

Incorporation By Reference:

 

This report on Form 6-K is hereby incorporated by reference into the Registrant’s registration statement on Form S-8 (File No. 333-226985), Form F-3 (File No. 333-262504) and into each prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

Item 9.01 Financial Statements and Exhibits

 

The following documents are filed herewith:

 

Exhibit Number   Document
     
99.1   Unaudited financial statements and notes for six months ended December 31, 2024.
99.2   Operating and Financial Review and Prospects
99.3   Press Release dated March 31, 2025 titled “Dogness Reports Financial Results for the Six Months Ended December 31, 2024”
101.INS   XBRL Instance Document.
101.SCH   XBRL Taxonomy Extension Schema Document.
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

SIGNATURES

 

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

 

  Dogness (International) Corporation
     
  By: /s/ Silong Chen
  Name: Silong Chen
  Title: Chief Executive Officer
   

(Principal Executive Officer) and

Duly Authorized Officer

     
Dated: March 31, 2025    

 

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

DOGNESS (INTERNATIONAL) CORPORATION

CONSOLIDATED BALANCE SHEETS

(All amounts in USD)

(Unaudited)

 

   

As of

December 31,

    As of
June 30,
 
    2024     2024  
ASSETS                
CURRENT ASSETS                
Cash and cash equivalents   $ 6,057,762     $ 6,956,434  
Accounts receivable from third-party customers, net     3,298,433       2,269,341  
Accounts receivable from related party     311,713       582,182  
Inventories, net     3,228,661       3,119,827  
Due from related party     101,491       97,037  
Prepayments and other current assets     3,374,352       3,328,189  
Advances to supplier- related party     -       50,908  
Total current assets     16,372,412       16,403,918  
                 
NON-CURRENT ASSETS                
Property, plant and equipment, net     60,593,968       61,303,327  
Operating lease right-of-use lease assets     15,679,000       16,325,988  
Intangible assets, net     1,744,340       1,780,856  
Long-term investments in equity investees     1,507,000       1,513,600  
Deferred tax assets     1,972,480       1,873,140  
Total non-current assets     81,496,788       82,796,911  
TOTAL ASSETS   $ 97,869,200     $ 99,200,829  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES                
Short-term bank loans   $ 890,500     $ 894,400  
Current portion of long-term bank loans     900,936       759,339  
Accounts payable     2,264,565       1,286,981  
Accounts payable - related party     12,913       -  
Due to related parties     71,994       518,003  
Advances from customers     224,676       264,832  
Taxes payable     1,029,282       1,007,482  
Accrued expenses and other current liabilities     1,504,502       1,452,225  
Operating lease liabilities, current     2,279,655       2,352,482  
Total current liabilities     9,179,023       8,535,744  
                 
NON-CURRENT LIABILITIES                
Long-term bank loans     2,845,274       3,315,715  
Operating lease liabilities, non-current     11,150,861       10,938,477  
Total non-current liabilities     13,996,135       14,254,192  
TOTAL LIABILITIES     23,175,158       22,789,936  
                 
Commitments and Contingencies (Note 6)                
                 
EQUITY                
Class A Common shares, no par value, unlimited shares authorized; 3,661,658 issued and outstanding as of December 31, 2024 and June 30, 2024     92,403,766       92,004,296  
Class B Common shares, no par value, unlimited shares authorized; 9,069,000 issued and outstanding as of December 31, 2024 and June 30, 2024     18,138       18,138  
Statutory reserve     291,443       291,443  
Accumulated deficit     (7,207,552 )     (5,391,709 )
Accumulated other comprehensive loss     (10,811,795 )     (10,511,317 )
Equity attributable to owners of the Company     74,694,000       76,410,851  
                 
Non-controlling interest     42       42  
Total equity     74,694,042       76,410,893  
                 
TOTAL LIABILITIES AND EQUITY   $ 97,869,200     $ 99,200,829  

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-1

 

DOGNESS (INTERNATIONAL) CORPORATION

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(All amounts in USD)

(Unaudited)

 

   

For the Six Months Ended

December 31,

 
    2024     2023  
             
Revenues–third party customers   $ 12,085,711     $ 6,573,379  
Revenues – related parties     -       101,308  
Total Revenues     12,085,711       6,674,687  
                 
Cost of revenues – third party customers     (8,668,552 )     (5,280,923 )
Cost of revenues – related parties     -       (82,835 )
Total Cost of revenues     (8,668,552 )     (5,363,758 )
Gross Profit     3,417,159       1,310,929  
                 
Operating expenses:                
Selling expenses     624,410       529,021  
General and administrative expenses     4,312,486       3,873,442  
Research and development expenses     665,494       485,849  
Total operating expenses     5,602,390       4,888,312  
                 
Loss from operations     (2,185,231 )     (3,577,383 )
                 
Other income (expense):                
Interest income (expense), net     6,884       (113,690 )
Foreign exchange transaction gain     114,443       32,469  
Other income, net     41,357       80,891  
Rental income from related parties, net     107,737       148,406  
Total other income, net     270,421       148,076  
                 
Loss before income taxes     (1,914,810 )     (3,429,307 )
Income taxes benefit     (98,967 )     (231,756 )
Net loss     (1,815,843 )     (3,197,551 )
Less: net loss attributable to non-controlling interest     -       (934 )
Net loss attributable to Dogness (International) Corporation     (1,815,843 )     (3,196,617 )
                 
Other comprehensive loss                
Foreign currency translation adjustments     (300,478 )     1,666,560  
Comprehensive loss     (2,116,321 )     (1,530,991 )
Less: comprehensive loss attributable to non-controlling interest     -       (931 )
Comprehensive loss attributable to Dogness (International) Corporation   $ (2,116,321 )   $ (1,530,060 )
                 
Loss Per share                
Basic   $ (0.14 )   $ (0.30 )
Diluted   $ (0.14 )   $ (0.30 )
                 
Weighted Average Shares Outstanding                
Basic     12,755,658       10,622,663  
Diluted     12,755,658       10,622,663  

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-2

 

DOGNESS (INTERNATIONAL) CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023

(Unaudited)

 

    Common Stock     Statutory     Retained    

Accumulated

Other

Comprehensive

   

Non-

controlling

       
    Class A     Amount     Class B     Amount     Reserves     Earnings     Loss     Interest     Total  
Balance at June 30, 2024     3,661,658     $ 92,004,296       9,069,000     $ 18,138     $ 291,443     $ (5,391,709 )   $ (10,511,317 )   $ 42     $ 76,410,893  
Options granted for services     -       156,970       -       -       -       -       -       -       156,970  
Issuance shares for services     -       242,500       -       -       -       -       -       -       242,500  
Net loss for the period     -       -       -       -       -       (1,815,843 )     -       -       (1,815,843 )
Foreign currency translation adjustments     -       -       -       -       -       -       (300,478 )     -       (300,478 )
Balance at December 31, 2024     3,661,658     $ 92,403,766       9,069,000     $ 18,138     $ 291,443     $ (7,207,552 )   $ (10,811,795 )   $ 42     $ 74,694,042  

 

    Common Stock     Statutory     Retained    

Accumulated

Other

Comprehensive

   

Non-

controlling

       
    Class A     Amount     Class B     Amount     Reserves     Earnings     Loss     Interest     Total  
Balance at June 30, 2023     1,552,762     $ 85,716,578       9,069,000     $ 18,138     $ 291,443     $ 664,004     $ (10,345,832 )   $ 974     $ 76,345,305  
Reverse split shares     (196 )     (810 )     -       -       -       -       -       -       (810 )
Exercise of warrants     5,000       15,101       -       -       -       -       -       -       15,101  
Options granted for services     -       156,970       -       -       -       -       -       -       156,970  
Issuance shares for services     -       242,500       -               -       -       -       -       242,500  
Warrants modification     -       239,308       -       -       -                       -       239,308  
Net loss for the period     -       -       -       -       -       (3,196,617 )     -       (934 )     (3,197,551 )
Foreign currency translation adjustments     -       -       -       -       -       -       1,666,557       3       1,666,560  
Balance at December 31, 2023     1,557,566     $ 86,369,647       9,069,000     $ 18,138     $ 291,443     $ (2,532,613 )   $ (8,679,275 )   $ 43     $ 75,467,383  

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-3

 

DOGNESS (INTERNATIONAL) CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in USD)

(Unaudited)

 

   

For the Six Months Ended

December 31,

 
    2024     2023  
             
Cash flows from operating activities:                
Net loss   $ (1,815,843 )   $ (3,197,551 )
Adjustments to reconcile loss income to net cash provided by (used in) operating activities:                
Depreciation and amortization     1,395,756       1,414,937  
Share-based compensation for services     399,470       399,470  
Loss (gain) from disposal of property, plant and equipment     176,347       (9,845 )
Change in credit losses     (232,600 )     111,105  
Deferred tax benefit     (108,490 )     (275,121 )
Amortization of right-of-use lease assets     585,466       591,705  
Warrants modification     -       239,308  
Changes in operating assets and liabilities:                
Accounts receivable     (824,001 )     (682,445 )
Accounts receivable-related party     272,429       177,374  
Inventories     (121,257 )     (359,976 )
Prepayments and other current assets     (61,720 )     (1,080,158 )
Advances to supplier-related party     51,537       126,527  
Accounts payables     999,703       425,101  
Accounts payables-related party     13,130       -  
Accrued expenses and other current liabilities     24,691       16,516  
Advance from customers     (39,639 )     104,887  
Operating lease liabilities     200,827       188,379  
Taxes payable     26,242       159,612  
Net cash provided by (used in) operating activities     942,048       (1,650,175 )
                 
Cash flows from investing activities:                
Purchase of property, plant and equipment     (1,050,711 )     (294,828 )
Proceeds from disposition of property, plant and equipment     787       56,000  
Net cash used in investing activities     (1,049,924 )     (238,828 )
                 
Cash flows from financing activities:                
Net proceeds from exercise of warrants     -       15,101  
Reverse split shares     -       (810 )
Proceeds from short-term bank loans     696,500       691,000  
Repayment of short-term bank loans     (696,500 )     (885,800 )
Proceeds from long-term bank loans     -       2,625,800  
Repayment of long-term bank loans     (316,297 )     (2,793,472 )
(Repayment of) proceeds from related-party loans     (456,160 )     6,498  
Net cash used in financing activities     (772,457 )     (341,683 )
                 
Effect of exchange rate changes on cash and restricted cash     (18,339 )     226,388  
Net decrease in cash and cash equivalents     (898,672 )     (2,004,298 )
Cash and cash equivalents, beginning of period     6,956,434       4,483,308  
Cash and cash equivalents, end of period   $ 6,057,762     $ 2,479,010  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                
Cash paid for interest   $ 115,430     $ 154,884  
                 
Non-Cash Investing Activities                
Liabilities incurred (settled) for purchase of property and equipment   $ 34,909     $ (40,251 )
Prepaid share-based compensation for services   $ -     $ (223,000 )

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-4

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Dogness (International) Corporation (“Dogness” or the “Company”), is a company limited by shares established under the laws of the British Virgin Islands (“BVI”) on July 11, 2016 as a holding company. The Company, through its subsidiaries, is primarily engaged in the design, manufacturing and sales of various types of pet leashes, pet collars, pet harnesses, intelligent pet products, and retractable leashes with products being sold all over the world mainly through distributions by large retailers. Mr. Silong Chen, the Chairman of the Board and Chief Executive Officer (“CEO”) of the Company is the controlling shareholder (the “Controlling Shareholder”) of the Company by virtue of his ownership of 9,069,000 Class B common shares, which carry three votes per share and, in the aggregate have more than half of the voting power of all common shares.

 

Reorganization

 

A reorganization of the legal structure was completed on January 9, 2017. The reorganization involved the incorporation of Dogness, a BVI holding company; and Dogness Intelligence Technology (Dongguan) Co., Ltd. (“Dongguan Dogness”), a holding company established under the laws of the People’s Republic of China (“PRC”); and the transfer of Dogness (Hong Kong) Pet’s Products Co., Limited (“HK Dogness”), Jiasheng Enterprise (Hong Kong) Co., Limited (“HK Jiasheng”), and Dongguan Jiasheng Enterprise Co., Ltd. (“Dongguan Jiasheng”; collectively, the “Transferred Entities”) from the Controlling Shareholder to Dogness and Dongguan Dogness. Prior to the reorganization, the Transferred Entities’ equity interests were 100% controlled by the Controlling Shareholder. On November 24, 2016, the Controlling Shareholder transferred his 100% ownership interest in Dongguan Jiasheng to Dongguan Dogness, which is 100% owned by HK Dogness and considered a wholly foreign-owned entity (“WFOE”) in PRC. On January 9, 2017, the Controlling Shareholder transferred his 100% equity interests in HK Dogness and HK Jiasheng to Dogness. After the reorganization, Dogness ultimately owns 100% equity interests of the entities mentioned above.

 

Since the Company and its wholly-owned subsidiaries are effectively controlled by the same Controlling Shareholder before and after the reorganization, they are considered under common control. The above-mentioned transactions were accounted for as a recapitalization. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited consolidated financial statements.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended December 31, 2024 and 2023 are not necessarily indicative of the results that may be expected for the full year. The information included in this interim report should be read in conjunction with the financial statements and notes thereto included in the Company’s annual financial statements in form 20-F for the fiscal year ended June 30, 2024 as filed with the SEC on October 17, 2024.

 

F-5

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The Company’s unaudited consolidated financial statements reflect the operating results of the following entities:

 

Name of Entity   Date of
Incorporation
    Place of
Incorporation
  % of Ownership     Principal
Activities
Dogness (International) Corporation (“Dogness” or the “Company”)     July 11, 2016     BVI     Parent, 100 %   Holding Company
Dogness (Hongkong) Pet’s Products Co., Limited (“HK Dogness”)     March 10, 2009     Hong Kong     100 %   Trading
Jiasheng Enterprise (Hong Kong) Co., Limited (“HK Jiasheng”)     July 12, 2007     Hong Kong     100 %   Trading
Dogness Intelligence Technology (Dongguan) Co., Ltd. (“Dongguan Dogness”)     October 26, 2016     Dongguan, China     100 %   Holding Company
Dongguan Jiasheng Enterprise Co., Ltd. (“Dongguan Jiasheng”)     May 15, 2009     Dongguan, China     100 %   Development and manufacturing of pet leash products
Zhangzhou Meijia Metal Product Co., Ltd (“Meijia”)     July 9,2009     Zhangzhou, China     100 %   Manufacturing of pet leash products
Dogness Overseas Ltd (“Dogness Overseas”)     February 8, 2018     BVI     100 %   Holding Company
Dogness Group LLC (“Dogness Group”)     January 23, 2018     Delaware, United States     100 %    Pet products trading
Dogness Pet Culture (Dongguan) Co. Ltd. (“Dogness Culture”)     December 14, 2018     Dongguan, China     51.2 %   Developing and expanding pet food market

 

* On July 19, 2023, the Board approved the liquidation, dissolution, and termination of Dogness Culture following the signing of a termination agreement among Dogness Culture’s shareholders on May 8, 2023. As of the date of this report, Dogness Culture is in the process of being liquidated.   Dogness Culture had completed deregistration with the PRC tax authority; however, deregistration with the PRC business administration department is still pending.

 

Non-controlling Interests

 

As of December 31, 2024, non-controlling interests represent 48.8% non-controlling shareholders’ interests in Dogness Culture. The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interests in the operating results of the Company are presented on the face of the unaudited consolidated statements of comprehensive income (loss) as an allocation of the total income or loss between non-controlling interest holders and the shareholders of the Company.

 

F-6

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Use of Estimates

 

In preparing the unaudited consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the unaudited consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, inventories, advances to suppliers, useful lives of property, plant, right-of-use assets (including lease liabilities) and equipment, intangible assets, the recoverability of long-lived assets, provision necessary for contingent liabilities, and realization of deferred tax assets. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investment instruments with an original maturity of three months or less from the date of purchase to be cash equivalents. The Company maintains most of its bank accounts in the PRC. Cash balances in bank accounts in PRC are not insured by the Federal Deposit Insurance Corporation or other programs.

 

Accounts Receivable, net

 

Accounts receivable are presented net of allowance for credit losses. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. The Company adopted this guidance effective January 1, 2023. The Company establishes a provision for doubtful receivables based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of income and comprehensive income. Delinquent account balances are written-off against the allowance for credit losses after management has determined that the likelihood of collection is not probable. Allowance for credit losses amounted to $118,868 and $348,678 as of December 31, 2024 and June 30, 2024.

 

Inventories, net

 

Inventories are stated at net realizable value using the weighted average method. Costs include the cost of raw materials, freight, direct labor and related production overhead. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories.

 

Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. The Company evaluates inventories on a quarterly basis for its net realizable value adjustments, and reduces the carrying value of those inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value based on various factors including aging and future demand of each type of inventories.

 

Prepayments and Other Assets

 

Prepayments and other assets primarily consist of advances to suppliers for purchasing of raw materials that have not been received, and prepayment to a landlord for lease of a piece of land in order to build a warehouse in the near future, prepaid service fee, security deposits. These advances are interest free, unsecured and short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired.

 

 

F-7

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Fair Value of Financial Instruments

 

ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.
Level 3 - inputs to the valuation methodology are unobservable.

 

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, inventories, prepayments and other current assets, accounts payable, advance from customers, taxes payable, accrued expenses and other current liabilities, current portion of lease liabilities, and short-term bank loans approximate their fair values because of the short-term nature of these instruments. The Company’s long-term investments are accounted for using the measurement alternative in accordance with ASC 321, which also approximate their recorded values.

 

Rental Income

 

Rental revenues are recognized as earned in accordance with the terms of the respective lease agreement on a straight-line basis. Promotional discounts are recognized as a reduction to rental income over the promotional period. Late charges, administrative fees and other fees are recognized as income when earned. Management reviews the tenant’s payment history and financial condition periodically in determining, in its judgment, whether any accrued rental income and unbilled rent receivable balances applicable to each specific property is collectable.

 

Revenue Recognition

 

The Company adopted ASC 606. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

 

To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

 

Revenue is recognized when obligations under the terms of a contract with the Company’s customers are satisfied. Satisfaction of contract terms occur with the transfer of title of the Company’s products to the customers. Net sale is measured as the amount of consideration the Company expects to receive in exchange for transferring the goods to the wholesaler and retailers.

 

F-8

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition (continued)

 

The amount of consideration the Company expects to receive consists of the sales price adjusted for any incentives if applicable. Such incentives do not represent a standalone value and are accounted for as a reduction of revenue in accordance with ASC 606. For the six months ended December 31, 2024 and 2023, the Company did not provide any sales incentives to its customers.

 

Incidental promotional items that are immaterial in the context of the contract are recognized as expense. Fees charged to customers for shipping and handling are included in net sales and the related costs incurred by the Company are included in cost of goods sold. In applying judgment, the Company considered customer expectations of performance, materiality and the core principles of ASC Topic 606. The Company’s performance obligations are generally transferred to the customer at a point in time. The Company’s contracts with customers generally do not include any variable consideration.

 

The Company’s revenue is primarily generated from the sales of pet products, including leashes, accessories, collars, harnesses and intelligent pet products, to wholesalers and retailers. Revenue is reported net of all value added taxes (“VAT”). The Company does not routinely permit customers to return products and historically, customer returns have been immaterial.

 

The Company also generates revenue by providing ribbon dyeing service and pet grooming services to customers. The Company utilizes its manufacturing capability and color dyeing technology to provide dyeing solutions to customers and apply dyes or pigments on ribbons made of textile materials such as fibers, yarns and fabrics to achieve customer desired color fastness and quality. The Company recognizes revenue at the point when dyeing solutions and related services are rendered, products after dyeing are delivered and accepted by the customers. The revenue from pet grooming services is recognized when the services are rendered.

 

Contract Assets and Liabilities

 

Payment terms are established on the Company’s pre-established credit requirements based upon an evaluation of customers’ credit quality. Contract assets are recognized as in related accounts receivable. Contract liabilities are recognized for contracts where payment has been received in advance of delivery. The contract liability balance can vary significantly depending on the timing of when an order is placed and when shipment or delivery occurs.

 

As of December 31, 2024 and June 30, 2024, other than accounts receivable and advances from customers, the Company had no other material contract assets, contract liabilities or deferred contract costs recorded on its consolidated balance sheet. Costs of fulfilling customers’ purchase orders, such as shipping, handling and delivery, which occur prior to the transfer of control, are recognized in selling, general and administrative expense when incurred.

 

Disaggregation of Revenues

 

The Company disaggregates its revenue from contracts by product and service types and geographic areas, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors. The Company’s disaggregation of revenues for the six months ended December 31, 2024 and 2023 are disclosed in Note 11 of this unaudited consolidated financial statements.

 

Research and Development Costs

 

Research and development expenses include costs directly attributable to the conduct of research and development projects, including the cost of salaries and other employee benefits, testing expenses, consumable equipment and consulting fees. All costs associated with research and development are expensed as incurred.

 

F-9

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income Taxes

 

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Income taxes are accounted for using the asset and liability approach. Under this approach, income tax expense is recognized for the amount of taxes payable or refundable for the current year. Deferred income taxes assets and liabilities are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the unaudited consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. As of December 31, 2024, the years from fiscal 2022 to fiscal 2024 for the Company’s PRC subsidiaries remain open for statutory examination by PRC Tax authorities. For the Company’s Hong Kong subsidiaries, and U.S subsidiary, all tax years remain open for statutory examination by relevant tax authorities.

 

Value Added Tax (“VAT”)

 

Sales revenue represents the invoiced value of goods, net of VAT. The VAT is based on gross sales price and VAT rates range up to 13% (starting from May 1, 2018, VAT rate was lowered to 16%, and starting from April 1, 2019, VAT rate was further lowered to 13%), depending on the type of products sold. The VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing or acquiring its finished products. The Company recorded a VAT payable or receivable net of payments in the accompanying unaudited consolidated financial statements. Further, when exporting goods, the exporter is entitled to some or all of the refund of the VAT paid or assessed.

 

Since significant amount of the Company’s products are exported to the U.S. and Europe, the Company is eligible for VAT refunds when the Company completes all the required tax filing procedures. All of the VAT returns of the Company have been and remain subject to examination by the tax authorities for five years from the date of filing.

 

Loss Per Share

 

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Share-Based Compensation

 

The Company follows the provisions of ASC 718, “Compensation - Stock Compensation,” which establishes the accounting for employee share-based awards. For employee share-based awards, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense with graded vesting on a straight-line basis over the requisite service period for the entire award.

 

F-10

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Foreign Currency Translation

 

The Company’s principal country of operations is the PRC. The financial position and results of the operations of HK Dogness, HK Jiasheng, Dongguan Dogness, Dongguan Jiasheng, Meijia and Dogness Culture are determined using RMB, the local currency, as the functional currency. while Dogness Overseas and Dogness Group use U.S Dollar as their functional currency.

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the consolidated balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the period.

 

The Company’s financial statements are reported using U.S. Dollars. The results of operations and the consolidated statements of cash flows denominated in foreign currencies are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive loss included in consolidated statements of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of comprehensive loss.

 

The following table outlines the currency exchange rates that were used in creating the unaudited consolidated financial statements:

 

     

For the Six
Months Ended
December 31,

2024

     

For the Six
Months Ended
December 31,

2023

     

As of

June 30,
2024

 
Period End spot rate     $1= RMB 7.2993       $1= RMB 7.0999       $1= RMB 7.2672  
Average rate     $1= RMB 7.1767       $1= RMB 7.2347       $1= RMB 7.2248  

 

Comprehensive loss

 

Comprehensive income (loss) consists of two components, net loss and other comprehensive (loss. Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currency.

 

Related Party Transactions

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are measured at the amounts agreed upon by the parties.

 

F-11

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Statement of Cash Flows

 

In accordance with ASC 230, “Statement of Cash Flows,” cash flows from the Company’s operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

 

Recent Accounting Pronouncements

 

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. As an emerging growth company, the standard is effective for the Company for the year ended December 31, 2025. The Company is in the process of evaluating the impact of the new guidance on its consolidated financial statements.

 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.

 

On November 27, 2023, the FASB issued ASU 2023-07. The amendments improve reportable segment disclosure requirements. Main provisions include: (1) significant segment expenses—public entities are required to disclose significant segment expenses by reportable segment if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; (2) other segment items—public entities are required to disclose other segment items by reportable segment. Such a disclosure would constitute the difference between reported segment revenues less the significant segment expenses (disclosed) less reported segment profit or loss; (3) multiple measures of a segment’s profit or loss—public entities may disclose more than one measure of segment profit or loss used by the CODM, provided that at least one of the reported measures includes the segment profit or loss measure that is most consistent with GAAP measurement principles; (4) CODM-related disclosures—disclosure of the CODM’s title and position is required on an annual basis, as well as an explanation of how the CODM uses the reported measure(s) and other disclosures. (5) entities with a single reportable segment—public entities must apply all of the ASU’s disclosure requirements, as well as all existing segment disclosure and reconciliation requirements in ASC 280; (6) recasting of prior-period segment information to conform to current-period segment information—recasting is required if segment information regularly provided to the CODM is changed in a manner that causes the identification of significant segment expenses to change. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023. Early adoption is permitted. A public entity should apply the amendments in this update retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of the amendments on its consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. The other amendments in this Update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. The Company is in the process of evaluating the impact of the new guidance on its consolidated financial statements.

 

In March 2024, the FASB issued ASU 2024-01, “Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards” (“ASU 2024-01”), which intends to improve clarity and operability without changing the existing guidance. ASU 2024-01 provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with Topic 718. Entities can apply the guidance either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements.

 

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the consolidated financial statements

 

F-12

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 3 – ACCOUNTS RECEIVABLE, NET

 

Accounts receivable consisted of the following:

 

   

As of

December 31,
2024

   

As of

June 30,
2024

 
             
Accounts receivable from third-party customers   $ 3,417,301     $ 2,618,019  
Less: allowance for credit losses     (118,868 )     (348,678 )
Total accounts receivable from third-party customers, net     3,298,433       2,269,341  
Add: accounts receivable - related parties     311,713       582,182  
Total accounts receivable, net   $ 3,610,146     $ 2,851,523  

 

Allowance for credit losses amounted to $118,868 and $348,678 as of December 31, 2024 and June 30, 2024, respectively.

 

Approximately $2.2 million (RMB16.0 million) or 64.2% of the accounts receivable balance as of December 31, 2024 from third-party customers has been collected as of February 10, 2025.

 

The Company sold certain intelligent pet products to related party Dogness Network. The outstanding accounts receivable from this related party amounted to $311,713 as of December 31, 2024, of which $nil has been collected as of the date of this report (See Note 7).

 

Allowance for credit losses movement is as follows:

 

   

For the Six
Months Ended

December 31,

   

As of

June 30, 2024

 
             
Beginning balance   $ 348,678     $ 160,026  
(Recovery)provision     (232,600 )     275,923  
Write off     -       (85,823 )
Foreign currency translation adjustments     2,790       (1,448 )
Ending balance   $ 118,868     $ 348,678  

 

F-13

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 4 – INVENTORIES, NET

 

Inventories consisted of the following:

 

   

As of

December 31, 2024

   

As of

June 30, 2024

 
             
Raw materials   $ 76,570     $ 95,323  
Work in process     852,106       1,049,001  
Finished goods     2,680,866       2,356,973  
Inventory, gross     3,609,542       3,501,297  
Less: inventory allowance     (380,881 )     (381,470 )
Inventory, net   $ 3,228,661     $ 3,119,827  

 

Inventory includes raw materials, work in progress and finished goods. Finished goods include direct material costs, direct labor costs and manufacturing overhead.

 

Inventory allowance movement is as follows:

 

   

For the Six
Months Ended

December 31,

   

As of

June 30, 2024

 
             
Beginning balance   $ 381,470     $ 381,765  
Foreign currency translation adjustments     (589)       (295)    
Ending balance   $ 380,881     $ 381,470  

 

F-14

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 5 – BANK LOANS

 

   

As of

December 31, 2024

   

As of

June 30, 2024

 
             
Dongguan Rural Commercial Bank (1)   $ 4,636,710     $ 4,969,454  
Total     4,636,710       4,969,454  
Less: current portion of short-term loans     (890,500 )     (894,400 )
Less: current portion of long-term loans     (900,936 )     (759,339 )
Long-term loans   $ 2,845,274     $ 3,315,715  

 

(1) On July 17, 2020, the Company entered into multiple loan agreements with Dongguan Rural Commercial Bank to borrow an aggregate of $6.9 million (RMB50 million) of loans to support the working capital needs and the construction of the Company’s factory projects. The loans have tenures varying between three and eight years. The loans bear variable interest rates based on the prime interest rate set by the People’s Bank of China at the time of borrowing, plus difference basis points. The Company pledged the land use right of approximately $1.7 million and buildings of approximately $4.5 million from Meijia as collateral to secure total loans facility of $4.1 million (RMB30 million). Mr. Silong Chen, the CEO of the Company, pledged personal property as collateral to secure the remaining loans facility of $2.7 million (RMB20 million). Dongguan Dogness, Meijia and Mr. Silong Chen also provided guarantees for the loans. As of December 31, 2024, the outstanding balance was $4,636,710. The Company further repaid $299,199 (RMB2,183,935) subsequent to the period end.

 

Interest expenses for the above-mentioned loans amounted to $115,430 and $154,884 for the six months ended December 31, 2024 and 2023, respectively.

 

As of December 31, 2024, the Company had bank loans totaling approximately $4.6 million. The repayment schedule for the Company’s bank loans are as follows:

 

Twelve months ending December 31,   Repayment  
2025    $ 1,791,436  
2026     2,218,320  
2027     412,591  
2028     214,363  
Total   $ 4,636,710  

 

F-15

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

Contingencies

 

The Company may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the Company can give no assurances about the resolution of pending claims, litigation or other disputes and the effect such outcomes may have on the Company, the Company believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on the Company’s consolidated financial position or results of operations or liquidity.

 

Capital Investment Obligation

 

Zhangzhou Meijia Metal Product Ltd.

 

Meijia was incorporated under the laws of the People’s Republic of China with a total registered capital of RMB60.0 million ($8.2 million). As of June 30, 2024, RMB48.5 million ($6.6 million) capital contribution has been made. During six months ended December 31, 2024, the Company made additional capital contribution RMB2.8 million ($0.4 million) in Meijia.

 

Subsequently to December 31, 2024, the Company further made additional capital contribution RMB1.7 million ($0.2 million) in Meijia. As of the date of this report, pursuant to the articles of incorporation of Meijia, the Company is obligated to contribute the remaining RMB7.1 million ($1.0 million) capital investment into Meijia before December 30, 2025 whenever the Company has available funds.

 

Capital Expenditure Commitment

 

Our capital expenditures are incurred primarily in connection with the Company to build new manufacturing and operating facilities, which have included warehouse, workshops, office building, security gate, employee apartment building, electrical transformer station and exhibition hall, etc. in prior years. The future minimum capital expenditure commitment on these projects was $239,533 as of December 31, 2024.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

The relationship of related parties is summarized as follow:

 

Name of Related Party   Relationship to the Company
Silong Chen   Chief Executive Officer; Chairman of the Board of Directors
Junqiang Chen   Relative of Mr. Silong Chen
Linsun Smart Technology Co., Ltd (“Linsun”)   Equity investee -10% of the ownership
Dogness Network Technology Co., Ltd (“Dogness Network”)   Equity investee - 13% of the ownership
Dogness Technology Co., Ltd (“Dogness Technology”)   The legal representative is Junqiang Chen, the relative of Mr. Silong Chen (Junqiang Chen ceased to be the legal representative on December 31, 2023, and Dogness Technology ceased to be a related party as of such time)

 

F-16

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 7 – RELATED PARTY TRANSACTIONS (continued)

 

(1) Due from Related Party

 

Due from related party consist of mainly rent receivables from the following:

 

   

As of

December 31, 2024

   

As of

June 30, 2024

 
             
Linsun   $ 101,491     $ 97,037  
Total   $ 101,491     $ 97,037  

 

(2) Due to related parties

 

Due to related parties consist of the following:

 

   

As of

December 31, 2024

   

As of

June 30, 2024

 
             
Mr. Silong Chen   $ 71,994     $ 512,499  
Dogness Technology     -       5,504  
Total   $ 71,994     $ 518,003  

 

Mr. Silong Chen periodically provides working capital loans to support the Company’s operations when needed. Such advances are non-interest bearing and due on demand.

 

(3) Loan guarantee provided by related party

 

In connection with the Company’s bank borrowings, Mr. Silong Chen pledged his personal assets as collateral and signed guarantee agreements to provide guarantee to the Company’s bank loans. (See Note 5).

 

(4) Sales to related parties

 

Revenue from related parties consisted of the following:

 

   

For the Six Months Ended

December 31,

 
    2024     2023  
             
Dogness Technology   $ -     $ 48,555  
Dogness Network     -       52,753  
Total   $ -     $ 101,308  

 

Cost of revenue associated with the sales to these two related parties amounted to $nil and $82,835 for the six months ended December 31, 2024 and 2023, respectively.

 

F-17

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 7 – RELATED PARTY TRANSACTIONS (continued)

 

(5) Accounts receivable from related party

 

Accounts receivable from related party consisted of the following:

 

   

As of

December 31, 2024

   

As of

June 30, 2024

 
             
Dogness Network   $ 311,713     $ 582,182  
Total   $ 311,713     $ 582,182  

 

As of December 31, 2024, total accounts receivable from related parties amounted to $311,713, of which $nil has been collected as of the date of this report.

 

(6) Advance to supplier- related party

 

Advance to supplier from related party consisted of the following:

 

   

As of

December 31, 2024

   

As of

June 30, 2024

 
             
Linsun   $ -     $ 50,908  
Total   $ -     $ 50,908  

 

(7) Account Payable- related party

 

Account payable from related party consisted of the following:

 

   

As of

December 31, 2024

   

As of

June 30, 2024

 
             
Linsun   $ 12,913     $ -  
Total   $ 12,913     $ -  

 

(8) Purchase from related party

 

During the six months ended December 31, 2024 and 2023, the Company purchased certain pet product components and parts, such as smart pet water and food feeding devices, from Linsun. Total purchases from Linsun amounted to $204,032 and $224,001 in the six months ended December 31, 2024 and 2023, respectively.

 

F-18

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 7 – RELATED PARTY TRANSACTIONS (continued)

 

(9) Lease arrangement with related parties

 

On January 2, 2020, Dongguan Jiasheng signed a lease agreement with Linsun, which enabled Linsun to lease part of Dongguan Jiasheng’s new production facilities of approximately 8,460 square meters for ten years. Annual lease payment from Linsun amounted to approximately $230,000 and is subject to 15% increase every three years. For the six months ended December 31, 2024 and 2023, the Company recorded rent income of $277,287 and $225,192, respectively, as other income through leasing the manufacturing facilities to Linsun.

 

On August 1, 2020, Dongguan Jiasheng signed a lease agreement with Dogness Technology, which enabled Dogness Technology to lease part of Dongguan Jiasheng’s new production facilities of approximately 50 square meters for ten years. Annual lease payment from Dogness Technology amounted to $1,700. For the year ended December 31, 2023, the Company recorded rent income of $762 as other income through leasing the manufacturing facilities to Dogness Technology. Dogness Technology ceased to be a related party as of December 31, 2023.

 

NOTE 8 – EQUITY

 

Common Shares

 

Dogness was established under the laws of BVI on July 11, 2016. The original authorized number of common shares was 15,000,000 shares with par value of $0.002 each. On April 26, 2017, Shareholders of the Company held a meeting (the “Meeting”) and approved the following resolutions: (i) increase the authorized number of common shares to 100,000,000 shares with par value of $0.002 each, of which 15,000,000 were issued and outstanding; and (ii) reclassify the currently issued and outstanding common shares into two classes, Class A common shares and Class B common shares, which have equal economic rights but unequal voting rights, pursuant to which Class A common shares receive one vote each and Class B common shares receive three votes each.

 

On October 22, 2022, Shareholders of the Company held a meeting and approved a change to the maximum number of shares that the Company is authorized to issue from 100,000,000 made up of two classes with a par value of $0.002 each being 90,931,000 Class A Shares and 9,069,000 Class B Shares to 110,000,000 made up of two classes with a par value of $0.002 each, being 90,931,000 Class A shares and 19,069,000 Class B shares.

 

On November 6, 2023, the Company announced (i) a share consolidation of the Company’s issued and outstanding Class A common shares at the ratio of one-for-twenty and (ii) an amendment of the Company’s Memorandum and Articles of Association to change its authorized shares from 90,931,000 Class A Shares with $0.002 par value per share and 19,069,000 Class B common shares with $0.002 par value per share to an unlimited number of authorized Class A common shares and Class B common shares, each without par value. On November 15, 2023, the Company paid cash to certain minor shareholders and cancelled 196 shares due to share consolidation reconciliation. All historical share and per share amounts in these financial statements have been retroactively adjusted to reflect the share consolidation.

 

F-19

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 8 – EQUITY (continued)

 

Equity Financing

 

July 2021 equity financing

 

On July 19, 2021, the Company closed a securities purchase agreement with certain institutional investors for the sale of 108,906 Class A common shares in a registered offering at the price of $36.4 per common share. After payment of expenses, the Company received approximately $3.5 million in net proceeds from the sale of the common shares.

 

Common Shares Issued for Service

 

On January 26, 2023, the Board adopted resolutions to grant total 75,000 Class A common shares to Mr. Silong Chen, the Chief Executive Officer of the Company as part of his annual salary, to be issued equally on January 26, 2023, 2024 and 2025. On January 26, 2023 and March 7, 2025, the Company issued 25,000 Class A common shares and 50,000 Class A common shares to Mr. Silong Chen as the first tranche of the salary shares. These shares were measured at $1,455,000 which was based on the value of the Company’s Class A common shares at the granted date and amortized over the service period.

 

On January 26, 2023, the Board adopted resolutions to grant 7,500 Class A common shares to Dr. Yunhao Chen, the former Chief Financial Officer of the Company as part of the annual salary. These shares shall be issued equally on January 26, 2023, 2024 and 2025. On January 26, 2023, the Company issued 2,500 Class A common shares to Dr. Yunhao Chen as the first tranche of the salary shares. These shares were measured at $145,500 which was based on the value of the Company’s Class A common shares at the granted date and amortized over the service period. The unissued shares were forfeited due to the resignation of Dr. Yunhao Chen as the Company’s Chief Financial Officer on August 1, 2023.

 

As of December 31, 2024, the Company had an aggregate of 12,730,658 common shares outstanding, consisting of 3,661,658 Class A and 9,069,000 Class B common shares; respectively. As of June 30, 2024, the Company had an aggregate of 12,730,658 common shares outstanding, consisting of 3,661,658 Class A and 9,069,000 Class B common shares, respectively.

 

Warrants

 

In connection of July 2021 equity financing, the Company also issued warrants to purchase 8,712 common shares to the placement agent exercisable at $36.4 per share with expiration date on July 15, 2024. All warrants were expired on July 15, 2024.

 

Management determined that these warrants meet the requirements for equity classification under ASC 815-40 because they are indexed to its own shares. The warrants were recorded at their fair value on the date of grant as a component of shareholders’ equity. As of December 31, 2024, no warrants in connection with equity financings as mentioned above were outstanding.

 

Statutory Reserve

 

The Company’s subsidiaries located in mainland China are required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC regulations until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. No statutory reserves was allocated during the six months ended December 31, 2024 and 2023 in accordance with PRC regulations, respectively. The restricted amounts as determined by the PRC statutory laws both totaled was $291,443 as of December 31, 2024 and June 30, 2024, respectively.

 

F-20

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 9 –LOSS PER SHARE

 

For the six months ended December 31, 2024 and 2023, potential shares of common stock from the unexercised options and unexercised options are excluded from diluted net loss per share as such amounts are anti-dilutive.

 

The following table presents a reconciliation of basic and diluted net loss per share:

 

   

For the Six Months Ended

December 31,

 
    2024     2023  
             
Loss attributable to the Company   $ (1,815,843)     $ (3,196,617)  
Weighted average number of common shares outstanding – Basic     12,755,658       10,622,663  
Dilutive securities -unexercised warrants and options     -       -  
Weighted average number of common shares outstanding – diluted     12,755,658       10,622,663  
                 
Loss per share – Basic   $ (0.14)     $ (0.30)  
Loss per share – Diluted   $ (0.14)     $ (0.30)  

 

NOTE 10 – OPTIONS

 

On January 26, 2023, the Board adopted resolutions to issue incentive stock options of total 75,000 to Mr. Silong Chen under the Company’s 2018 Stock Incentive Plan as part of compensations. These options shall be vested equally on January 26, 2023, 2024 and 2025 with exercise price of $20.0 per share.

 

The aggregate fair value of the options granted to Mr. Silong Chen was $941,813. The fair value has been estimated using the Black-Scholes pricing model with the following weighted-average assumptions: market value of underlying Class A common shares of $19.4; risk free rate of 4.17%; expected term of 5 years; exercise price of the options of $20.0; volatility of 128.8% based upon the Company’s historical stock price; and expected future dividends of $nil. These options expire on January 26, 2028.

 

On January 26, 2023, the Board adopted resolutions to issue incentive stock options of total 7,500 to Dr. Yunhao Chen under the Company’s 2018 Stock Incentive Plan as part of compensations. These options shall be vested equally on January 26, 2023, 2024 and 2025 with exercise price of $20.0 per share.

 

The Company recorded share-based compensation expense of $399,470 for the six months ended December 31, 2024   and 2023.

 

The following table summarized the Company’s share option activity:

 

   

Number of

Options

   

Weighted Average

Exercise Price ($)

   

Weighted Average Remaining

Life in Years

 
Outstanding June 30, 2023     93,500       20.0       5.03  
Exercisable, June 30, 2023     25,000       20.0       5.03  
Granted     -                  
Forfeited     (18,500 )     -       -  
Exercised     -       -       -  
Outstanding June 30, 2024     75,000       20.0       3.58  
Exercisable, June 30, 2024     50,000       20.0       3.58  
Granted     -       -       -  
Forfeited     -       -       -  
Exercised     -       -       -  
Outstanding December 31, 2024     75,000       20.0       3.07  
Exercisable, December 31, 2024     50,000       20.0       3.07  

 

F-21

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 11 – SEGMENT

 

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.

 

The management of the Company concludes that it has only one reporting segment. The Company designs, process and manufactures fashionable and high-quality leashes, collars and harnesses to complement cats’ and dogs’ appearances, as well as intelligent pet products. The Company also provides dyeing services to external customers, as well as pet grooming service. The dyeing service is to utilize the existing production capacity and the pet grooming service is immaterial. Therefore, the Company concludes that essentially the Company’s products and services have similar economic characteristics with respect to raw materials, vendors, marketing and promotions, customers and methods of distribution, hence the Company has only one reporting segment.

 

Revenue by products and services category

 

The summary of total revenue by products and service categories consisted of the following

 

   

For the Six Months Ended

December 31,

 
Products and services category   2024     2023  
Products            
Traditional pet products   $ 4,660,824     $ 3,601,676  
Intelligent pet products     4,546,642       2,234,220  
Climbing hooks and others     2,878,245       761,742  
Total revenue from product sales     12,085,711       6,597,638  
                 
Services:                
Dyeing services     -       77,049  
Total revenue from services     -       77,049  
Total revenue   $ 12,085,711     $ 6,674,687  

 

Revenue by geographic location

 

Geographic information about the revenues, which are classified based on customers, is set out as follows:

 

    For the Six Months Ended December 31,  
    2024     2023  
Geographic location                
Sales to international markets   $ 7,987,992     $ 4,540,047  
Sales to China domestic market     4,097,719       2,134,640  
Total   $ 12,085,711     $ 6,674,687  

 

F-22

 

DOGNESS (INTERNATIONAL) CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in USD)

(Unaudited)

 

NOTE 12 – CONCENTRATIONS AND CREDIT RISK

 

A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

 

As of December 31, 2024 and June 30, 2024, $177,694 and $28,794 of the Company’s cash and cash equivalents was on deposit at financial institutions in mainland China, where there is a RMB500,000 deposit insurance limit for a legal entity’s aggregated balance at each bank

 

As of December 31, 2024, three third-party customers accounted for 23.3%, 20.2% and 15.1% of the Company’s total accounts receivable, respectively. As of June 30, 2024, one related party customer, Dogness Network, accounted for 18.2%, and one third party customer accounted for 25.4% of the Company’s total accounts receivable, respectively.

 

As of December 31, 2024, three third-party suppliers accounted for 21.5%, 18.7% and 12.0% of the Company’s total account payable. As of June 30, 2024, two third-party suppliers accounted for 17.3 and 12.8% of the Company’s total account payable.

 

For the six months ended December 31, 2024 and 2023, export sales accounted for 66.1% and 68.0% of the Company’s total revenue, respectively. For the six months ended December 31, 2024, four customers accounted for 26.4%, 13.3% ,12.8% and 11.1% of the Company’s total revenue, respectively. For the six months ended December 31, 2023, four customers accounted for 19.9%, 16.3%, 6.1% and 5.0% of the Company’s total revenue, respectively.

 

For the six months ended December 31, 2024, one third party supplier accounted for 41.3% of the Company’s total raw materials purchases. For the six months ended December 31, 2023, one third-party supplier accounted for 55.3% of the Company’s total raw materials purchases.

 

NOTE 13 – SUBSEQUENT EVENTS

 

The Company has evaluated the impact of events that have occurred subsequent to December 31, 2024, through the issuance date of the unaudited consolidated financial statements, and concluded that no subsequent events have occurred that would require recognition in the unaudited consolidated financial statements or disclosure in the notes to the unaudited consolidated financial statements.

 

F-23

 

EX-99.2 3 ex99-2.htm

 

Exhibit 99.2

 

Operating and Financial Review and Prospects

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, particularly in “Risk Factors.”

 

Overview of Company

 

Dogness (International) Corporation (“Dogness” or the “Company”), is a BVI business company limited by shares incorporated under the laws of the British Virgin Islands (“BVI”) on July 11, 2016. We are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by our subsidiaries established in Delaware, mainland China, Hong Kong Special Administrative Region of the People’s Republic of China and British Virgin Islands. The Company, through its subsidiaries, is primarily engaged in the design, manufacturing and sales of various types of pet leashes, pet collars, pet harnesses, intelligent pet products and retractable leashes with products being sold all over the world mainly through distributions by large retailers.

 

Dongguan Jiasheng Enterprise Co., Ltd. (“Dongguan Jiasheng”) was incorporated in mainland China on May 15, 2009, and was established to develop and manufacture pet leash and related lanyard products. Dongguan Jiasheng is the main operating entity and is engaged in the research and development, manufacturing and distribution of various types of gift suspenders, pet belts ribbon, lace, elastic belt, computer jacquard ribbon and high-grade textile lace. Dogness (Hongkong) Pet’s Products Co., Limited (“HK Dogness”) and Jiasheng Enterprise (Hongkong) Co., Limited (“HK Jiasheng”) were incorporated in Hong Kong on March 10, 2009 and July 12, 2007, respectively, and were established to operate principally as trading companies.

 

A reorganization of the legal structure was completed on January 9, 2017. On January 9, 2017, the Controlling Shareholder transferred his 100% equity interests in HK Dogness and HK Jiasheng to the Company. After the reorganization, the Company ultimately owns 100% of the equity interests of the entities mentioned above. As of the date of this Report, the Controlling Shareholder owns a 71.54% equity interest of the Company.

 

Dogness Intelligent Technology (Dongguan) Co., Ltd. (“Dongguan Dogness”) was incorporated in China on October 26, 2016. Dongguan Dogness was established to operate principally as a holding company.

 

In January 2018, the Company formed a Delaware limited liability company, Dogness Group LLC, with its operation focusing primarily on promoting the Company’s pet products sales in the United States. In February 2018, Dogness Overseas Ltd, which is wholly owned by the Company, was established in the British Virgin Islands as a holding company. Dogness Overseas Ltd owns all of the interests in Dogness Group LLC.

 

On March 16, 2018, the Company entered into a share purchase agreement to acquire 100% of the equity interests in Zhangzhou Meijia Metal Product Co., Ltd (“Meijia”). After the acquisition, Mejia became the Company’s wholly-owned subsidiary. Meijia owns the land use right to a land parcel of 19,144.54 square meters and a factory and office buildings of an aggregate of 18,912.38 square meters. This acquisition enables the Company to build its own facility instead of leasing manufacturing facilities and expand its production capacity sustainably to meet increased customer demand

 

Dogness Pet Culture (Dongguan) Co., Ltd. (“Dogness Culture”) was incorporated on December 14, 2018. On January 15, 2020, the Company’s subsidiary, Dongguan Dogness, entered into an agreement with the original shareholder of Dogness Culture, who is related to Mr. Silong Chen, our Chief Executive Officer, to acquire 51.2% ownership interest of Dogness Culture for a nominal fee. Dogness Culture was focusing on developing and expanding the pet food market in China. As of the date of this report, Dogness Culture is in the process of being liquidated.

 

 

 

Revenues by product and service categories are summarized below:

 

    For the six months ended December 31,  
    2024     2023  
Products and services category   Revenue     % of
total
Revenue
    Revenue     % of
total
Revenue
 
                         
Products                                
Traditional pet products   $ 4,660,824       38.6 %   $ 3,601,676       54.0 %
Intelligent pet products     4,546,642       37.6 %     2,234,220       33.5 %
Climbing hooks and others     2,878,245       23.8 %     761,742       11.4 %
Total revenue from products   $ 12,085,711       100.0 %   $ 6,597,638       98.9 %
                                 
Services                                
Dyeing services   $ -       - %   $ 77,049       1.1 %
Total revenue from services     -       - %     77,049       1.1 %
Total revenue   $ 12,085,711       100.0 %   $ 6,674,687       100.0 %

 

During the six months ended December 31, 2024, our products were sold in 31 countries. Our major customers include Anyi trading, Mid Ocean Brands B.V., Digital ID Limited, Costco, Trendspark, PetSmart, Petco, Pet Value, Walmart, Target, IKEA, SimplyShe, Pets at Home, PETZL, and Petmate. We also sold our products via popular online shopping sites, including Amazon, Chewy, JD, Tmall and Taobao, and live streaming sales platforms hosted by influencers.

 

Export sales accounted for 66.1% and 68.0% of the total sales for the six months ended December 31, 2024 and 2023, respectively, while China domestic sales accounted for 33.9%% and 32.0% for the six months ended December 31, 2024 and 2023, respectively. The breakdown of the sales by geographic areas is shown below:

 

    For the six months ended
December 31, 2024
    For the six months ended
December 31, 2023
 
Geographic location   Revenue     % of total
Revenue
    Revenue     % of total
Revenue
 
                         
Sales to international markets   $ 7,987,992       66.1 %   $ 4,540,047       68.0 %
Sales in China domestic market     4,097,719       33.9 %     2,134,640       32.0 %
Total   $ 12,085,711       100.0 %   $ 6,674,687       100.0 %

 

For the six months ended December 31, 2024, the Company’s four largest customers accounted for 26.4%, 13.3%, 12.8% and 11.1% of the Company’s total revenue, respectively. For the six months ended December 31, 2023, the Company’s four largest customers accounted for 19.9%, 16.3%, 6.1% and 5.0% of the Company’s total revenue, respectively.

 

Market outlook

 

The company’s operations will continue to be negatively affected by the ongoing trade dispute between China and the United States, which may result in uncertainties in our export sales in the coming months.

 

To mitigate the impact of weak sales, we are focusing on developing new customers and markets, as well as developing a new generation of intelligent pet products. We have expanded our sales channels from traditional trading to online shopping channels, which allows us to gain direct access to more potential customers from domestic and international markets. This is particularly important to attract younger generations who are more interested in our smart pet products. At the same time, we are implementing cost-saving measures to improve production efficiency and profit margins.

 

 

 

Our Growth Strategy

 

We are committed to enhancing profitability and cash flows through the following strategies:

 

Develop innovative products and services. We focus on developing and strengthening our brand identity and emphasizing our unique offerings for customers and promoting our strong value proposition. Through extensive and on-going customer research, we are gaining valuable insights into the wants and needs of our customers and we are developing solutions and communication strategies to address them. We continually seek opportunities to strengthen our merchandising capabilities, which allow us to provide a differentiated product assortment, including our exclusive smart pet specialty products and our proprietary brand offerings, to deliver innovative solutions and value to our customers. We believe developing innovative products will further differentiate us from our competitors, allow us to forge a strong relationship with our customers, build loyalty, enhance our market position, increase transaction size and enhance operating margins.

 

Mergers and Acquisitions. When capital permits, we intend to capitalize on the challenges that smaller companies are encountering in our industry by acquiring complementary companies at favorable prices. We believe that acquiring rather than building capacity is an option that may be more beneficial to us if replacement costs are higher than purchase prices. We continue to look into acquiring smaller pet product manufacturers in China as part of our expansion plans. Some of the companies we may seek to acquire are suppliers of the raw materials or components we purchase to manufacture our products to further expand and integrate the industrial chain. If we do acquire such companies, we will have greater control over our manufacturing cost. Our expansion strategy includes increasing our share in existing pet specialty products markets, penetrating new markets and achieving operating efficiencies and economies of scale in merchandising, distribution, information systems, procurement, and marketing, while providing a return on investment to our stockholders.

 

Supply Chain Efficiencies and Scale. We intend to streamline our supply chain process and leverage our economies of scale. We seek suppliers that will strategically partner with us to create long-term shareholder value. We also aim to scale our supply chain to accommodate growth, cut costs and improve efficiency and drive continuous improvement, mitigate supply chain risks, and develop innovative approaches to product development.

 

From a long-term perspective, we believe the above-mentioned strategic initiatives will still help our future sales growth. Through continuous endeavor for product innovation, better management our capital expenditure and leveraging costs, we expect that we could further improve our sales and product margins to produce profitability and return on investment for our shareholders in the near future.

 

 

 

Results of Operations

 

Comparison of Operation Results for the six months ended December 31, 2024 and 2023

 

The following table summarizes the results of our operations for the six months ended December 31, 2024 and 2023, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

 

    For the Six Months Ended December 31,              
    2024     2023     Changes  
    Amount    

As %
of Sales

    Amount    

As %

of Sales

    Amount     %  
                                     
Revenues   $ 12,085,711       100.0 %   $ 6,674,687       100.0 %   $ 5,411,024       81.1 %
Cost of revenues     (8,668,552 )     (71.7 )%     (5,363,758 )     (80.4 )%     (3,304,794 )     61.6 %
Gross profit     3,417,159       28.3 %     1,310,929       19.6 %     2,106,230       160.7 %
Operating expenses                                                
Selling expenses     624,410       5.2 %     529,021       7.9 %     95,389       18.0 %
General and administrative expenses     4,312,486       35.7 %     3,873,442       58.0 %     439,044       11.3 %
R&D expense     665,494       5.5 %     485,849       7.3 %     179,645       37.0 %
Total operating expenses     5,602,390       46.4 %     4,888,312       73.2 %     714,078       14.6 %
Loss from operations     (2,185,231 )     (18.1 )%     (3,577,383 )     (53.6 )%     1,392,152       (38.9 )%
Other income (expenses)                                                
Interest income (expense), net     6,884       0.1 %     (113,690 )     (1.7 )%     120,574       (106.1 )%
Foreign exchange gain     114,443       0.9 %     32,469       0.5 %     81,974       252.5 %
Other income     41,357       0.3 %     80,891       1.2 %     (39,534 )     (48.9 )%
Rental income from related parties, net     107,737       0.9 %     148,406       2.2 %     (40,669 )     (27.4 )%
Total other income     270,421       2.2 %     148,076       2.2 %     122,345       82.6 %
Loss before income taxes     (1,914,810 )     (15.8 )%     (3,429,307 )     (51.4 )%     1,514,497       (44.2 )%
Income tax benefit     (98,967 )     (0.8 )%     (231,756 )     (3.5 )%     132,789       (57.3 )%
Net loss   $ (1,815,843 )     (15.0 )%   $ (3,197,551 )     (47.9 )%   $ 1,381,708       (43.2 )%

 

Revenues. Revenues increased by approximately $5.4 million, or 81.1%, from approximately $6.7 million for the year ended December 31, 2023 to approximately $12.1 million for the six months ended December 31, 2024. The increase in revenue was primarily attributable to the significant increase in sales in both China domestic market and international markets, primarily due to the increased orders from our current customers and new customers acquired.  

 

 

 

Revenue by Products and Services Category

 

The breakdown of our revenue by products and services categories is as follows:

 

   

For the Six Months Ended

December 31,

             
    2024     2023              

Products and services category

  Revenue    

% of

total
Revenue

    Revenue    

% of

total
Revenue

    Variance     Variance %  
Products                                                
Traditional pet products   $ 4,660,824       38.6 %   $ 3,601,676       54.0 %   $ 1,059,148       29.4 %
Intelligent pet     4,546,642       37.6 %     2,234,220       33.5 %     2,312,422       103.5 %
Climbing hooks and others     2,878,245       23.8 %     761,742       11.4 %     2,116,503       277.9 %
Total revenue from products     12,085,711       100.0 %     6,597,638       98.9 %     5,488,073       83.2 %
                                                 
Services                                                
Dyeing services     -       - %     77,049       1.1 %     (77,049 )     (100.0 )%
Total revenue from services     -       - %     77,049       1.1 %     (77,049 )     (100.0 )%
Total   $ 12,085,711       100.0 %   $ 6,674,687       100.0 %   $ 5,411,024       81.1 %

 

   

Total Revenue for six

months ended
December 31,

   

Units sold for six

months ended
December 31,

               

Average

selling price

    Price  
Products   2024     2023     2024     2023    

Variance

in Units

sold

   

% of

units

variance

    2024     2023     Difference  
Traditional pet products   $ 4,660,824     $ 3,601,676       8,432,234       6,843,858       1,588,376       23.2 %   $ 0.6       0.5     $ 0.1  
Intelligent pet products     4,546,642       2,234,220       271,665       140,983       130,682       92.7 %     16.7       15.8       0.9  
Climbing hooks and others     2,878,245       761,742       1,305,341       449,325       856,016       190.5 %     2.2       1.7       0.5  
Total   $ 12,085,711     $ 6,597,638       10,009,240       7,434,166       2,575,074       34.6 %   $ 1.2     $ 0.9     $ 0.3  

 

Traditional pet products

 

Revenue from traditional pet products increased by approximately $1.1 million, or 29.4%, from approximately $3.6 million for the six months ended December 31, 2023 to approximately $4.7 million for the six months ended December 31, 2024. The increase was mainly driven by increased sales volume and average selling price for the six months ended December 31, 2024, compared to the six months ended December 31, 2023. Among the total revenue increase, approximately $1.0 million was from sales to customers in international markets, and approximately $0.1 million was from sales to customers in China domestic market, primarily due to increased orders from our customers.

 

Intelligent pet products

 

Revenue from intelligent pet products increased by approximately $2.3 million, or 103.5%, from approximately $2.2 million for the six months ended December 31, 2023, to approximately $4.5 million for the six months ended December 31, 2024. The increase was mainly driven by an increase in sales volume for the six months ended December 31, 2024, compared to the six months ended December 31, 2023. Among the total revenue increase, approximately $1.2 million increase was from sales to customers in international markets primarily due to the new acquired customer and approximately $1.1 million was from sales to customers in China domestic market primarily due to increased orders from our current customers.   

 

 

 

Climbing hooks and others

 

Revenue from climbing hooks and others increased by approximately $2.1 million, 277.9%, from approximately $0.8 million for the six months ended December 31, 2023, to approximately $2.9 million for the six months ended December 31, 2024. The increase was mainly driven by increased sales volume and average selling price during the six months ended December 31, 2024, compared to the six months ended December 31, 2023. Among the total revenue increase, approximately $1.3 million increase was from sales to customers in international markets and approximately $0.8 million was from sales to customers in China domestic market, primarily due to the increased orders of the climbing hooks from our customers.   

 

Dyeing service

 

We utilize our manufacturing capability and color dyeing technology to provide dyeing solutions to customers. Our services involve applying dyes or pigments on ribbons made of textile materials such as fibers, yarns, and fabrics to achieve the customer’s desired color fastness and quality. We recognize revenue at the point when dyeing solutions and related services are rendered, and the products after dyeing are delivered and accepted by the customers. We earned dyeing services fees of approximately $nil and $0.1 million for the six months ended December 31, 2024 and 2023, respectively.

 

Sales to related parties

 

Dogness Network Technology Co., Ltd (“Dogness Network”) is a related party due to our ownership of 10% of the equity of the company. Dogness Technology Co., Ltd (“Dogness Technology”) was a related party because its legal representative was Junqiang Chen, the relative of our Chief Executive Officer. Mr. Junqiang Chen ceased to be the legal representative on December 31, 2023, and Dogness Technology ceased to be a related party as of such time.

 

We sold certain intelligent pet products to Dogness Network and Dogness Technology, and accordingly reported related party sales of $nil and approximately $0.1 million, which accounted for nil and 1.5% of our total revenue for the six months ended December 31, 2024 and 2023, respectively.

 

Cost of revenue associated with the sales to these two related parties amounted to $nil and approximately $0.1 million for the six months ended December 31, 2024 and 2023, respectively.

 

Revenue by Geographic Area

 

The breakdown of our revenue by geographic areas is as follows:

 

   

For the Six Months Ended

December 31,

             
    2024     2023              
Geographic Area   Revenue     % of
total
Revenue
    Revenue     % of
total
Revenue
    Variance     Variance%  
Mainland China   $ 4,097,719       33.9 %   $ 2,134,640       32.0 %   $ 1,963,079       92.0 %
United States     2,504,361       20.7 %     1,461,853       21.9 %     1,042,508       71.3 %
Europe     2,729,078       22.6 %     976,395       14.6 %     1,752,683       179.5 %
Japan and other Asian countries and regions     2,118,320       17.5 %     1,775,426       26.6 %     342,894       19.3 %
Australia     137,171       1.1 %     221,398       3.3 %     (84,227 )     (38.0 )%
Canada     202,396       1.7 %     101,233       1.5 %     101,163       99.9 %
Central and south America     296,666       2.5 %     3,742       0.1 %     292,924       7,828.0 %
Total   $ 12,085,711       100.0 %   $ 6,674,687       100.0 %   $ 5,411,024       81.1 %

 

Costco’s expansion into the Mexican market and its initial order for pet leashes have been key drivers of the company’s sales growth, contributing to increased revenue in Central and South America.

 

 

 

International sales products and services category

 

The breakdown of sales by products and services categories in international markets is as follows:

 

   

For the Six Months Ended

December 31,

       
    2024     2023     Changes  

Products and services category

  Revenue     % of total international revenue     Revenue     % of total international revenue     Amount     %  
                                     
Traditional pet products   $ 3,925,135       49.2 %   $ 2,968,771       65.3 %   $ 956,364       32.2 %
Intelligent pet products     2,461,420       30.8 %     1,237,325       27.3 %     1,224,095       98.9 %
Climbing hooks and others     1,601,437       20.0 %     333,951       7.4 %     1,267,486       379.5 %
Total international sales   $ 7,987,992       100.0 %   $ 4,540,047       100.0 %   $ 3,447,945       75.9 %

 

Our total sales in international markets increased by approximately $3.4 million, or 75.9%, from approximately $4.5 million for the year ended December 31, 2023 to approximately $8.0 million for the six months ended December 31, 2024. The increase in international markets sales due to a significant increase in sales orders.

 

We had increases in sales for all product types during the six months ended December 31, 2024, compared to the same period in 2023. International sales of our traditional pet products, intelligent pet products, and climbing hooks increased by 32.2%, 98.9%, and 379.5%, respectively.

 

China domestic sales by products and services category

 

The breakdown of sales by products and services categories in China domestic market is as follows:

 

   

For the Six Months Ended

December 31,

       
    2024     2023     Changes  
Products and services type   Revenue     % of total China domestic revenue     Revenue     % of total China domestic revenue     Amount     %  
                                     
Traditional pet products   $ 735,689       17.9 %   $ 632,905       29.7 %   $ 102,784       16.2 %
Intelligent pet products     2,085,222       50.9 %     996,895       46.7 %     1,088,327       109.2 %
Climbing hooks and others     1,276,808       31.2 %     427,791       20.0 %     849,017       198.5 %
Dyeing services     -       - %     77,049       3.6 %     (77,049 )     (100.0 )%
Other services     -       - %     -       - %     -       - %
Total domestic sales   $ 4,097,719       100.0 %   $ 2,134,640       100.0 %   $ 1,963,079       92.0 %

 

Our domestic sales increased by approximately $2.0 million, or 92.0%, from approximately $2.1 million for the six months ended December 31, 2023 to approximately $4.1 million for the six months ended December 31, 2024. The increase in our domestic market sales due to a significant increase in sales orders.

 

Our domestic sales of traditional pet products. intelligent pet products and climbing hooks and others, increased by 16.2%, 109.2% and 198.5%, respectively, for the six months ended December 31, 2024 as compared to the year ended December 31, 2023.

 

 

 

Cost of revenues

 

Our cost of revenues increased by $3.3 million, or 61.6% from approximately $5.4 million for the six months ended December 31, 2023 to approximately $8.7 million for the six months ended December 31, 2024, due to a significant increase in sales volume. As a percentage of revenues, the cost of goods sold decreased by approximately 8.7 percentage points to 71.7% for the six months ended December 31, 2024, compared to 80.4% for the six months ended December 31 2023.

 

Gross profit

 

Our gross profit increased by approximately $2.1 million, or 160.7%, from approximately $1.3 million for the six months ended December 31, 2023 to approximately $3.4 million for the six months ended December 31, 2024, primarily attributable to the increase in sales volume and average selling price of all products. Overall gross profit margin was 28.3%, an increase of 8.7 percentage points, as compared to 19.6% for the six months ended December 31, 2023.

 

Gross profit by products and services category

 

The breakdown of gross profit by products and services categories is as follows:

 

   

For the Six Months Ended

December 31,

                   
    2024     2023                    
Products   Gross
profit
   

Gross
profit

%

    Gross
profit
   

Gross
profit

%

    Variance
in Gross
profit
    Variance
in Gross
profit %
       
Traditional pet products   $ 631,352       13.5 %   $ 443,995       12.3 %   $ 187,357       1.2       pct.  
Intelligent pet products     1,449,164       31.9 %     658,796       29.5 %     790,368       2.4       pct.  
Climbing hooks and others     1,336,643       46.4 %     249,657       32.8 %     1,086,986       13.7       pct.  
      3,417,159       28.3 %     1,352,448       20.5 %     2,064,711       7.8       pct.  
Services                                                        
Dyeing services     -       - %     (41,519 )     (53.9 )%     41,519       53.9       pct.  
Other services     -       - %     -       - %     -       -       pct.  
Total   $ 3,417,159       28.3 %   $ 1,310,929       19.6 %   $ 2,106,230       8.7       pct.  

 

Gross profit for traditional pet products increased by approximately $0.2 million for the six months ended December 31, 2024 as compared to the six months ended December 31, 2023. Gross profit margin increased by 1.2 percentage points from 12.3% for the six months ended December 31, 2023 to 13.5% for the six months ended December 31, 2024, mainly due to an increase of $0.1 in average selling price.

 

Gross profit for intelligent pet products increased by approximately $0.8 million from approximately $0.7 million for the six months ended December 31, 2023 to approximately $1.4 million for the six months ended December 31, 2024. Gross profit margin increased by 2.4 percentage point from 29.5% for the six months ended December 31, 2023 to 31.9% for the six months ended December 31, 2024, mainly driven by an increase of $0.9 in average selling price.

 

Gross profit for climbing hook and others increased by approximately $1.1 million from approximately $0.2 million for the six months ended December 31, 2023 to approximately $1.3 million for the six months ended December 31, 2024. Gross margin for climbing hooks and others increased by 13.7 percentage points from 32.8% for the six months ended December 31, 2023 to 46.4% for the six months ended December 31, 2024, mainly due to an increase of $0.5 in average selling price.   

 

The increased proportion of higher-priced products in the sales mix has contributed to an overall rise in the average selling price.

 

 

 

Expenses

 

   

For the Six Months Ended

December 31,

       
    2024     2023     Changes  
    Amount    

% of

total Expenses

    Amount    

% of

total Expenses

    Amount     %  
Selling expenses   $ 624,410       11.1 %   $ 529,021       10.9 %   $ 95,389       18.0 %

General and administrative

expenses

    4,312,486       77.0 %     3,873,442       79.2 %     439,044       11.3 %

Research and development

expenses

    665,494       11.9 %     485,849       9.9 %     179,645       37.0 %
Total operating expenses   $ 5,602,390       100.0 %   $ 4,888,312       100.0 %   $ 714,078       14.6 %

 

Selling expenses. Selling expenses primarily include expenses incurred for participating in various trade shows to promote product sales, salary and sales commission expenses paid to the Company’s sales personnel, and shipping and delivery expenses. Selling expenses increased by approximately $0.1 million, or 18.0% from approximately $0.5 million for the six months ended December 31, 2023, to approximately $0.6 million for the six months ended December 31, 2024. The increase was due to more marketing research activities. As a percentage of sales, our selling expenses were 5.2% and 7.9% of our total revenues for the six months ended December 31, 2024, and 2023, respectively.

 

General and administrative expenses. Our general and administrative expenses include employee salaries, welfare and insurance expenses, depreciation and credit losses expenses, as well as consulting expenses. For the six months ended December 31, 2024, general and administrative expenses increased by approximately $0.4 million, or 11.3% from approximately $3.9 million for the six months ended December 31, 2023 to approximately $4.3 million for the six months ended December 31, 2024. The increase was mainly due to decoration expenses   incurred at our new office in Dongguan. As a percentage of sales, our general and administrative expenses were 35.7% and 58.0% of our total revenues for the six months ended December 31, 2024 and 2023, respectively.

 

Research and development expenses. Our research and development expenses increased by $0.2 million or 37.0%, from approximately $0.5 million for the six months ended December 31, 2023, to approximately $0.7 million for the six months ended December 31, 2024. As a percentage of sales, our research and development expenses were 5.5% and 7.3% of our total revenues for the six months ended December 31, 2024 and 2023, respectively. We expect research and development expenses to continue to increase as we expand our research and development activities to increase the use of environmentally-friendly materials and develop more new high-tech products to meet customer demands.

 

Other income, net. Other income primarily included interest income or expenses, foreign exchange gain or loss, rental income from related parties and other income or expenses. Other income increased by approximately $0.1 million, or 82.6%, from approximately $0.1 million for the six months ended December 31, 2023 to approximately $0.3 million for the six months ended December 31, 2024. The increase was mainly due to more interest income generated from our cash in bank and more gain from foreign exchanges of U.S. dollar against the RMB for the six months   ended December 31, 2024.

 

Income tax benefit. Income tax benefit decreased by approximately $0.1 million or 57.3%, from approximately $0.2 million for the six months ended December 31, 2023 to approximately $0.1 million for the six months ended December 31, 2024. The decrease was mainly due to decreased taxable loss.

 

Net income loss. As a result of the foregoing, our net loss decreased by approximately $1.4 million or 43.2%, from approximately $3.2 million for the six months ended December 31, 2023 to approximately $1.8 million for the six months ended December 31, 2024.

 

 

 

Liquidity and Capital Resources

 

The following table sets forth summary of our cash flows for the periods indicated:

 

   

For the Six Months Ended

December 31,

 
    2024     2023  
Net cash provided by (used in) operating activities   $ 942,048     $ (1,650,175 )
Net cash used in investing activities     (1,049,924 )     (238,828 )
Net cash used in financing activities     (772,457 )     (341,683 )
Effect of exchange rate change on cash and cash equivalents     (18,339 )     226,388  
Net decrease in cash and cash equivalents     (898,672 )     (2,004,298 )
Cash and cash equivalents, beginning of year     6,956,434       4,483,308  
Cash and cash equivalents, end of period   $ 6,057,762     $ 2,479,010  

 

Operating Activities

 

Net cash provided by operating activities was approximately $0.9 million for the six months ended December 31, 2024, including net loss of approximately $1.8 million, adjusted for non-cash items for approximately $2.2 million (including depreciation and amortization of approximately $1.4 million and amortization of right of use lease assets of approximately $0.6 million) and adjustments for changes in working capital of approximately $0.5 million. The adjustments for changes in working capital mainly included an increase of approximately $1.0 million in account payable (including related parties), an increase of approximately $0.2 million in lease liability  , offset by increase of approximately $0.6 million in account receivable (including related parties).

 

Net cash used in operating activities was approximately $1.7 million for the six months ended December 31, 2023, including net loss of approximately $3.2 million, adjusted for non-cash items for approximately $2.5 million (including depreciation and amortization of approximately $1.4 million and amortization of right of use lease assets of approximately $0.6 million) and adjustments for changes in working capital of approximately $0.9 million. The adjustments for changes in working capital mainly included increase of approximately $1.0 million in prepayment and other asset (including related parties), increase of approximately $0.5 million in account receivable (including related parties), offset by an increase of approximately $0.4 million in account payable.

 

Investing Activities

 

Net cash used in investing activities was approximately $1.1 million for the six months ended December 31, 2024, primarily due to the purchase of approximately $1.1 million property, plant and equipment to improve our production capacity.

 

Net cash used in investing activities was approximately $0.2 million for the six months ended December 31, 2023, primarily due to the purchase of approximately $0.3 million property, plant and equipment to improve our production capacity, offset by proceeds of approximately $0.1 million from disposal property, plant and equipment.

 

Financing Activities

 

Net cash used in financing activities was approximately $0.8 million for the six months ended December 31, 2024. During the six months ended December 31, 2024, we had net repayment from bank loan of approximately $0.3 million and repayment of related party loans of approximately $0.5 million.

 

Net cash used in financing activities was approximately $0.3 million for the six months ended December 31, 2023. During the six months ended December 31, 2023, we had net repayment from bank loan of approximately $0.4 million.

 

 

 

Commitments and Contractual Obligations

 

The following table sets forth our contractual obligations and commercial commitments as of December 31, 2024:

 

Contractual Obligations   Total    

Less than 1

year

    1-3 years     3-5 years    

More than 5

years

 
Operating lease commitment (1)   $ 18,623,027     $ 2,896,391     $ 2,182,808     $ 2,189,486     $ 11,354,342  
Repayment of bank loan (2)     4,636,710       1,791,436       2,630,911       214,363       -  
Capital injection obligation (3)     1,194,133       1,194,133       -       -       -  
Capital expenditures on Dongguan Jiasheng (4)     239,533       239,533       -       -       -  
Total   $ 24,693,403     $ 6,121,493     $ 4,813,719     $ 2,403,849     $ 11,354,342  

 

(1) The Company had various outstanding non-cancellable operating lease agreements.
   
(2) As of December 31, 2024, the Company had a loan balance of approximately $4.6 million (RMB33.8 million) borrowed from Dongguan Rural Commercial Bank. The loans have terms of eight years with a maturity date on July 16, 2028 with different effective interest rate.  
   
(3) The Company is also obligated to make registered capital contributions to its subsidiary Zhangzhou Meijia Metal Product Ltd. (“Meijia”) to meet the requirement of State Administration for Industry and Commerce (“SAIC”) of China. As of December 31, 2024, future registered capital contribution commitments for Meijia was RMB8.7 million ($1.2 million). As of the date of this report, pursuant to the articles of incorporation of Meijia, the Company is obligated to contribute the remaining RMB7.1 million ($1.0 million) capital investment into Meijia before December 30, 2025 whenever the Company has available funds.
   
(4) Dongguan Jiasheng had a construction project which expanded from the original plan of building a warehouse, to build new manufacturing and operating facilities, which include warehouse, workshops, office building, security gate, employee apartment building, electrical transformer station and exhibition hall, etc. The total budget is approximately RMB263.5 million ($36.1 million). As of June 30, 2022, the Company had completed this project and transferred all of the related CIP to fixed assets. As of December 31, 2024, the Company has made total payments of approximately RMB263.5 million ($36.1 million) in connection to this project, which resulted in future minimum capital expenditure payments of approximately RMB1.7 million ($0.2 million). the Company plan to pay remaining payments within twelve months after December 31, 2024.

 

Impact of Inflation

 

The Company’s business operations are affected by the inflation post pandemic. Inflation can have a significant impact on a company’s financial performance. Rising prices for raw materials, labor, and other costs can increase a company’s cost of goods sold, leading to lower gross margins and profitability. Additionally, inflation can increase the prices of products, which can lead to a decrease in demand for those products, ultimately affecting sales volume. Inflation can also impact a company’s expenses, such as salaries and benefits, rent, and utilities. As prices rise, these expenses can increase, leading to higher general and administrative expenses. Finally, inflation can impact a company’s debt service, as interest rates may rise, leading to higher borrowing costs.

 

Impact of Foreign Currency Fluctuations

 

Although all our raw material and production cost and expense were denominated in RMB, almost all our revenues were generated under agreements denominated in U.S. dollars. Export sales represent 66.1% and 68.0% of our revenue for the six months ended December 31, 2024 and 2023, respectively. Moreover, for the next few years we expect that the substantial majority of our revenues from international sales will continue to be denominated in U.S. dollars. Having the substantial portion of our revenues contracts denominated in U.S. dollars while having most of our raw material and production costs and expenses denominated in RMB exposes us to risk, associated with exchange rate fluctuations vis-à-vis the U.S. dollar.

 

Foreign currency translation adjustments amounted to a loss of $0.3 million and a gain of $1,666,560 for the six months ended December 31, 2024 and 2023, respectively. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in consolidated statements of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of operations and comprehensive income (loss). The following table outlines the currency exchange rates that were used in creating the consolidated financial statements:

 

 

 

     

For the Six
Months Ended

December 31, 2024

     

For the Six
Months Ended

December 31, 2023

     

As of

June 30, 2024

 
Period-end spot rate   $ 1=RMB7.2993     $ $1=RMB7.0999     $ 1=RMB7.2672  
Average rate   $ 1=RMB7.1767     $ $1=RMB7.2347     $ 1=RMB7.2248  

 

A devaluation of the RMB in relation to the U.S. dollar has the effect of reducing the U.S. dollar amount of our expenses or payables that are payable in RMB. Conversely, any appreciation of the RMB in relation to the U.S. dollar has the effect of increasing the U.S. dollar value of our RMB raw material and productions and expenses, which would have a negative impact on our profit margins. For the six months ended December 31, 2024, the value of the RMB depreciated in relation to the U.S. dollar by approximately 0.44%. In fiscal 2024, the value of the RMB appreciated in relation to the U.S. dollar by approximately 0.22%. Because exchange rates between the U.S. dollar and the RMB fluctuate continuously, such fluctuations have an impact on our results and period-to-period comparisons of our results.

 

      Depreciation
(Appreciation) of
RMB against the
USD (%)
 
For the six months ended December 31, 2024       0.44 %
For the year ended June 30, 2024       0.22 %

 

We will continue to monitor exposure to currency fluctuations. We have not engaged in any currency hedging activities in order to reduce our exposure to currency fluctuations.

 

Off-balance Sheet Commitments and Arrangements

 

There were no off-balance sheet arrangements for the six months ended December 31, 2024 and 2023 that have or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.

 

Critical Accounting Policies

 

We prepare our unaudited financial statements in conformity with accounting principles generally accepted by the United States of America (“U.S. GAAP”), which requires us to make judgments, estimates and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past three years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

 

We believe that the following accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

 

 

 

Use of Estimates

 

In preparing the unaudited consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, inventories, advances to suppliers, useful lives of property, plant, right-of-use assets (including lease liabilities) and equipment, intangible assets, the recoverability of long-lived assets, provision necessary for contingent liabilities, and realization of deferred tax assets. Actual results could differ from those estimates.

 

Revenue recognition

 

The Company adopted ASC 606 Revenue from Contract with Customers (“ASC606”) for all periods presented. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

 

To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

 

Revenue is recognized when obligations under the terms of a contract with the Company’s customers are satisfied. Satisfaction of contract terms occur with the transfer of title of the Company’s products to the customers. Net sale is measured as the amount of consideration the Company expects to receive in exchange for transferring the goods to the wholesaler and retailers.

 

The amount of consideration the Company expects to receive consists of the sales price adjusted for any incentives if applicable. Such incentives do not represent a standalone value and are accounted for as a reduction of revenue in accordance with ASC 606. For the six months ended December 31, 2024 and 2023, the Company did not provide any sales incentives to its customers.

 

Incidental promotional items that are immaterial in the context of the contract are recognized as expense. Fees charged to customers for shipping and handling are included in net sales and the related costs incurred by the Company are included in selling expenses. In applying judgment, the Company considered customer expectations of performance, materiality and the core principles of ASC Topic 606. The Company’s performance obligations are generally transferred to the customer at a point in time. The Company’s contracts with customers generally do not include any variable consideration.

 

The Company’s revenue is primarily generated from the sales of pet products, including leashes, accessories, collars, harnesses and intelligent pet products, to wholesalers and retailers. Revenue is reported net of all value added taxes (“VAT”). The Company does not routinely permit customers to return products and historically, customer returns have been immaterial.

 

The Company also generates revenue by providing ribbon dyeing service and pet grooming services to customers. The Company utilizes its manufacturing capability and color dyeing technology to provide dyeing solutions to customers and apply dyes or pigments on ribbons made of textile materials such as fibers, yarns and fabrics to achieve customer desired color fastness and quality. The Company recognizes revenue at the point when dyeing solutions and related services are rendered, products after dyeing are delivered and accepted by the customers. The revenue from pet grooming services is recognized when the services are rendered.

 

 

 

Contract Assets and Liabilities

 

Payment terms are established on the Company’s pre-established credit requirements based upon an evaluation of customers’ credit quality. Contact assets are recognized for in related accounts receivable. Contract liabilities are recognized for contracts where payment has been received in advance of delivery. The contract liability balance can vary significantly depending on the timing of when an order is placed and when shipment or delivery occurs.

 

As of December 31, 2024 and June 30, 2024, other than accounts receivable and advances from customers, the Company had no other material contract assets, contract liabilities or deferred contract costs recorded on its consolidated balance sheet. Costs of fulfilling customers’ purchase orders, such as shipping, handling and delivery, which occur prior to the transfer of control, are recognized in selling, general and administrative expense when incurred.

 

Disaggregation of Revenues

 

The Company disaggregates its revenue from contracts by product types and geographic areas, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors. The Company’s disaggregation of revenues for the six months ended December 31, 2024 and 2023 are disclosed in notes of the unaudited consolidated financial statements.

 

Accounts Receivable, net

 

Accounts receivable are presented net of allowance for credit losses. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. The Company adopted this guidance effective January 1, 2023. The Company establishes a provision for doubtful receivables based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of income and comprehensive income.

 

Inventories, net

 

Inventories are stated at net realizable value using the weighted average method. Costs include the cost of raw materials, freight, direct labor and related production overhead. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories.

 

Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. The Company evaluates inventories on a quarterly basis for its net realizable value adjustments, and reduces the carrying value of those inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value based on various factors including aging and future demand of each type of inventories.

 

Leases

 

The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease liabilities, current, and lease liabilities, long-term in the consolidated balance sheet.

 

Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

 

 

 

Income Tax

 

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Income taxes are accounted for using the asset and liability approach. Under this approach, income tax expense is recognized for the amount of taxes payable or refundable for the current year. Deferred income taxes assets and liabilities are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the unaudited consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. As of December 31, 2024, the years from fiscal 2022 to fiscal 2024 for the Company’s PRC subsidiaries remain open for statutory examination by PRC Tax authorities. For the Company’s Hong Kong subsidiaries, and U.S subsidiary, all tax years remain open for statutory examination by relevant tax authorities.

 

Recent Accounting Pronouncements

 

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. As an emerging growth company, the standard is effective for the Company for the year ended December 31, 2025. The Company is in the process of evaluating the impact of the new guidance on its consolidated financial statements.

 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.

 

 

 

On November 27, 2023, the FASB issued ASU 2023-07. The amendments improve reportable segment disclosure requirements. Main provisions include: (1) significant segment expenses—public entities are required to disclose significant segment expenses by reportable segment if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; (2) other segment items—public entities are required to disclose other segment items by reportable segment. Such a disclosure would constitute the difference between reported segment revenues less the significant segment expenses (disclosed) less reported segment profit or loss; (3) multiple measures of a segment’s profit or loss—public entities may disclose more than one measure of segment profit or loss used by the CODM, provided that at least one of the reported measures includes the segment profit or loss measure that is most consistent with GAAP measurement principles; (4) CODM-related disclosures—disclosure of the CODM’s title and position is required on an annual basis, as well as an explanation of how the CODM uses the reported measure(s) and other disclosures. (5) entities with a single reportable segment—public entities must apply all of the ASU’s disclosure requirements, as well as all existing segment disclosure and reconciliation requirements in ASC 280; (6) recasting of prior-period segment information to conform to current-period segment information—recasting is required if segment information regularly provided to the CODM is changed in a manner that causes the identification of significant segment expenses to change. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023. Early adoption is permitted. A public entity should apply the amendments in this update retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of the amendments on its consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. The other amendments in this Update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. The Company is in the process of evaluating the impact of the new guidance on its consolidated financial statements.

 

In March 2024, the FASB issued ASU 2024-01, “Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards” (“ASU 2024-01”), which intends to improve clarity and operability without changing the existing guidance. ASU 2024-01 provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with Topic 718. Entities can apply the guidance either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements.

 

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the consolidated financial statements

 

 

 

 

EX-99.3 4 ex99-3.htm

 

Exhibit 99.3

 

 


Dogness Reports Financial Results for the Six Months Ended December 31, 2024

 

DONGGUAN, China/PLANO, Texas, March 31, 2025 /PRNewswire/ — Dogness (International) Corporation (“Dogness” or the “Company”) (NASDAQ: DOGZ), a developer and manufacturer of a comprehensive line of Dogness-branded, OEM and private label pet products, today announced its financial results for the six months ended December 31, 2024.

 

Mr. Silong Chen, the CEO of the Company, commented: “We delivered robust financial results for the half year ended December 2024, marked by strong revenue growth, increased operational efficiency, and progress toward profitability. Our revenue reached $12.1 million for the six months ended December 2024, an 81.1% increase from the same period in 2023, driven by high demand across all product categories and regions. Meanwhile, our ongoing efforts on cost management and economies of scale have significantly improved operating results.

 

“Looking ahead, Dogness aims to accelerate product innovation, expand its global market presence and drive cost efficiencies. The Company plans to acquire smaller pet product manufacturers in China to strengthen supply chain control and operational efficiencies, thereby increasing market share. With a focus on developing sustainable, high-tech pet products and leveraging strategic partnerships, we anticipate further revenue growth, improved profitability and increased shareholder value.”

 

Financial Results for the Half Year Ended December 31, 2024

 

Revenues increased by approximately $5.4 million, or 81.1%, from about $6.7 million for the year ended December 31, 2023 to approximately $12.1 million for the six months ended December 31, 2024. The increase in revenue was primarily attributable to the strong sales performance in both China’s domestic market and international markets, driven by higher demand from existing customers and new customer.

 

 

 

The following table breaks down Dogness’ revenue by product and service type for the six months ended December 31, 2024 and 2023:

 

    For the six months ended December 31,        
    2024     2023        
Products and services category   Revenue     Revenue     Variance %  
Products                  
Traditional pet products   $ 4,660,824     $ 3,601,676       29.4 %
Intelligent pet     4,546,642       2,234,220       103.5 %
Climbing hooks and others     2,878,245       761,742       277.9 %
Total revenue from products     12,085,711       6,597,638       83.2 %
                         
Services                        
Dyeing services     -       77,049       (100.0 )%
Total revenue from services     -       77,049       (100.0 )%
Total   $ 12,085,711     $ 6,674,687       81.1 %

 

– Traditional pet products

 

Revenue from traditional pet products increased by approximately $1.1 million, or 29.4%, from approximately $3.6 million for the six months ended December 31, 2023 to approximately $4.7 million for the six months ended December 31, 2024. This growth was driven both higher sales volume and increased average selling prices. Of the revenue growth, $1.0 million came from international sales and $0.1 million from the domestic Chinese market, primarily due to expanded order volumes from customers.

 

– Intelligent pet products

 

Revenue from intelligent pet products grew by approximately $2.3 million, or 103.5%, from around $2.2 million for the six months ended December 31, 2023, to roughly $4.5 million for the same period in 2024, mainly due to increased sales volume. The revenue increase included $1.2 million from international customers and $1.1 million from domestic Chinese customers, primarily from new and existing orders.

 

 

 

– Climbing hooks and others

 

Revenue from climbing hooks and other products increased by about $2.1 million, or 277.9%, from roughly $0.8 million for the six months ended December 31, 2023, to about $2.9 million for the same period in 2024. This increase was influenced by higher sales volume and prices. International sales contributed $1.3 million to the revenue increase, while domestic sales accounted for $0.8 million, driven by higher orders.

 

– Dyeing service

 

For the six months ended December 31, 2024 and 2023, the Company earned approximately $Nil and $0.1 million, respectively, for dyeing services.

 

– International vs. Domestic sales

 

Total international sales rose by about $3.4 million, or 75.9%, from approximately $4.5 million for the six months ended December 31, 2023, to about $8.0 million during the same period in 2024, driven by increased orders across all product types.

 

Domestic sales also saw a significant increase of about $2.0 million, or 92.0%, from around $2.1 million in 2023 to approximately $4.1 million in 2024. In the domestic market, sales of traditional pet products, intelligent pet products, and climbing hooks increased by 16.2%, 109.2%, and 198.5%, respectively, compared to the previous year.

 

Cost of revenues increased by $3.3 million, or 61.6%, from approximately $5.4 million for the six months ended December 31, 2023, to approximately $8.7 million for the six months ended December 31, 2024, due to a significant increase in sales volume. As a percentage of revenues, the cost of goods sold decreased by approximately 8.7 percentage points to 71.7% for the six months ended December 31, 2024, compared to 80.4% for the six months ended December 31, 2023.

 

Gross profit rose by approximately $2.1 million, or 160.7%, from about $1.3 million for the six months ended December 31, 2023, to around $3.4 million for the same period in 2024. This increase resulted from higher sales volume and average selling prices. The overall gross profit margin improved to 28.3%, up 8.7 percentage points from 19.6% in the previous period.

 

Total operating expenses increased by approximately $0.7 million or 14.6%, to about $5.6 million for the six months ended December 31, 2024, compared to around $4.9 million for the same period in 2023.

 

– Selling expenses

 

Selling expenses increased by about $0.1 million, or 18.0%, from approximately $0.5 million for the six months ended December 31, 2023, to approximately $0.6 million for the six months ended December 31, 2024. This rise was driven by an increase in marketing research activities. Selling expenses accounted for 5.2% of total revenues in 2024, compared to 7.9% in 2023.

 

– General and Administrative Expenses

 

General and administrative expenses rose by approximately $0.4 million, or 11.3%, from about $3.9 million for the six months ended December 31, 2023, to roughly $4.3 million for the same period in 2024. This increase was primarily attributable to office decoration costs at our new Dongguan facility. As a percentage of sales, these expenses decreased to 35.7% in 2024 from 58.0% in 2023.

 

 

 

– Research and Development Expenses

 

Research and development expenses increased by $0.2 million, or 37.0%, from approximately $0.5 million for the six months ended December 31, 2023, to about $0.7 million for the same period in 2024. These expenses were 5.5% of total revenues in 2024, down from 7.3% in 2023. We anticipate continued growth in research and development as we expand our efforts to use environmentally friendly materials and develop new high-tech products to meet customer demand.

 

Net loss decreased by approximately $1.4 million, or 43.2%, from about $3.2 million for the six months ended December 31, 2023, to approximately $1.8 million for the six months ended December 31, 2024, as a result of the foregoing.

 

About Dogness

 

Dogness (International) Corporation was founded in 2003 from the belief that dogs and cats are important, well-loved family members. Through its smart products, hygiene products, health and wellness products, and leash products, Dogness’ technology simplifies pet lifestyles and enhances the relationship between pets and pet caregivers. The Company ensures industry-leading quality through its fully integrated vertical supply chain and world-class research and development capabilities, which has resulted in over 200 patents and patents pending. Dogness products reach families worldwide through global chain stores and distributors. For more information, please visit: ir.dogness.com.

 

Forward Looking Statements

 

No statement made in this press release should be interpreted as an offer to purchase or sell any security. Such an offer can only be made in accordance with the Securities Act of 1933, as amended, and applicable state securities laws. Certain statements in this press release concerning our future growth prospects are forward-looking statements regarding our future business expectations intended to qualify for the “safe harbor” under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding, our ability to raise capital on any particular terms, fulfillment of customer orders, fluctuations in earnings, fluctuations in foreign exchange rates, trade policies affecting our business including tariffs on our products, our ability to manage growth, our ability to realize revenue from expanded operation and acquired assets in China and the U.S., our ability to attract and retain highly skilled professionals, client concentration, industry segment concentration, reduced demand for technology in our key focus areas, our ability to successfully complete and integrate potential acquisitions, and unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings. These filings are available at www.sec.gov. Dogness may, from time to time, make additional written and oral forward-looking statements, including statements contained in the Company’s filings with the Securities and Exchange Commission and our reports to shareholders. In addition, please note that any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of the date of this press release. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company unless it is required by law.

 

For investor and media inquiries, please contact:

 

Wealth Financial Services LLC

Connie Kang, Partner

Email: ckang@wealthfsllc.com

Tel: +86 1381 185 7742 (CN)

 

 

 

DOGNESS (INTERNATIONAL) CORPORATION

CONSOLIDATED BALANCE SHEETS

(All amounts in USD)

(Unaudited)

 

   

As of

December 31,

    As of
June 30,
 
    2024     2024  
ASSETS                
CURRENT ASSETS                
Cash and cash equivalents   $ 6,057,762     $ 6,956,434  
Accounts receivable from third-party customers, net     3,298,433       2,269,341  
Accounts receivable from related party     311,713       582,182  
Inventories, net     3,228,661       3,119,827  
Due from related party     101,491       97,037  
Prepayments and other current assets     3,374,352       3,328,189  
Advances to supplier- related party     -       50,908  
Total current assets     16,372,412       16,403,918  
                 
NON-CURRENT ASSETS                
Property, plant and equipment, net     60,593,968       61,303,327  
Operating lease right-of-use lease assets     15,679,000       16,325,988  
Intangible assets, net     1,744,340       1,780,856  
Long-term investments in equity investees     1,507,000       1,513,600  
Deferred tax assets     1,972,480       1,873,140  
Total non-current assets     81,496,788       82,796,911  
TOTAL ASSETS   $ 97,869,200     $ 99,200,829  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES                
Short-term bank loans   $ 890,500     $ 894,400  
Current portion of long-term bank loans     900,936       759,339  
Accounts payable     2,264,565       1,286,981  
Accounts payable - related party     12,913       -  
Due to related parties     71,994       518,003  
Advances from customers     224,676       264,832  
Taxes payable     1,029,282       1,007,482  
Accrued expenses and other current liabilities     1,504,502       1,452,225  
Operating lease liabilities, current     2,279,655       2,352,482  
Total current liabilities     9,179,023       8,535,744  
                 
NON-CURRENT LIABILITIES                
Long-term bank loans     2,845,274       3,315,715  
Operating lease liabilities, non-current     11,150,861       10,938,477  
Total non-current liabilities     13,996,135       14,254,192  
TOTAL LIABILITIES     23,175,158       22,789,936  
                 
Commitments and Contingencies (Note 6)                
                 
EQUITY                
Class A Common shares, no par value, unlimited shares authorized; 3,661,658 issued and outstanding as of December 31, 2024 and June 30, 2024     92,403,766       92,004,296  
Class B Common shares, no par value, unlimited shares authorized; 9,069,000 issued and outstanding as of December 31, 2024 and June 30, 2024     18,138       18,138  
Statutory reserve     291,443       291,443  
Accumulated deficit     (7,207,552 )     (5,391,709 )
Accumulated other comprehensive loss     (10,811,795 )     (10,511,317 )
Equity attributable to owners of the Company     74,694,000       76,410,851  
                 
Non-controlling interest     42       42  
Total equity     74,694,042       76,410,893  
                 
TOTAL LIABILITIES AND EQUITY   $ 97,869,200     $ 99,200,829  

 

 

 

DOGNESS (INTERNATIONAL) CORPORATION

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(All amounts in USD)

(Unaudited)

 

   

For the Six Months Ended

December 31,

 
    2024     2023  
             
Revenues–third party customers   $ 12,085,711     $ 6,573,379  
Revenues – related parties     -       101,308  
Total Revenues     12,085,711       6,674,687  
                 
Cost of revenues – third party customers     (8,668,552 )     (5,280,923 )
Cost of revenues – related parties     -       (82,835 )
Total Cost of revenues     (8,668,552 )     (5,363,758 )
Gross Profit     3,417,159       1,310,929  
                 
Operating expenses:                
Selling expenses     624,410       529,021  
General and administrative expenses     4,312,486       3,873,442  
Research and development expenses     665,494       485,849  
Total operating expenses     5,602,390       4,888,312  
                 
Loss from operations     (2,185,231 )     (3,577,383 )
                 
Other income (expense):                
Interest income (expense), net     6,884       (113,690 )
Foreign exchange transaction gain     114,443       32,469  
Other income, net     41,357       80,891  
Rental income from related parties, net     107,737       148,406  
Total other income, net     270,421       148,076  
                 
Loss before income taxes     (1,914,810 )     (3,429,307 )
Income taxes benefit     (98,967 )     (231,756 )
Net loss     (1,815,843 )     (3,197,551 )
Less: net loss attributable to non-controlling interest     -       (934 )
Net loss attributable to Dogness (International) Corporation     (1,815,843 )     (3,196,617 )
                 
Other comprehensive loss                
Foreign currency translation adjustments     (300,478 )     1,666,560  
Comprehensive loss     (2,116,321 )     (1,530,991 )
Less: comprehensive loss attributable to non-controlling interest     -       (931 )
Comprehensive loss attributable to Dogness (International) Corporation   $ (2,116,321 )   $ (1,530,060 )
                 
Loss Per share                
Basic   $ (0.14 )   $ (0.30 )
Diluted   $ (0.14 )   $ (0.30 )
                 
Weighted Average Shares Outstanding                
Basic     12,755,658       10,622,663  
Diluted     12,755,658       10,622,663  

 

 

 

DOGNESS (INTERNATIONAL) CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in USD)

(Unaudited)

 

   

For the Six Months Ended

December 31,

 
    2024     2023  
             
Cash flows from operating activities:                
Net loss   $ (1,815,843 )   $ (3,197,551 )
Adjustments to reconcile loss income to net cash provided by (used in) operating activities:                
Depreciation and amortization     1,395,756       1,414,937  
Share-based compensation for services     399,470       399,470  
Loss (gain) from disposal of property, plant and equipment     176,347       (9,845 )
Change in credit losses     (232,600 )     111,105  
Deferred tax benefit     (108,490 )     (275,121 )
Amortization of right-of-use lease assets     585,466       591,705  
Warrants modification     -       239,308  
Changes in operating assets and liabilities:                
Accounts receivable     (824,001 )     (682,445 )
Accounts receivable-related party     272,429       177,374  
Inventories     (121,257 )     (359,976 )
Prepayments and other current assets     (61,720 )     (1,080,158 )
Advances to supplier-related party     51,537       126,527  
Accounts payables     999,703       425,101  
Accounts payables-related party     13,130       -  
Accrued expenses and other current liabilities     24,691       16,516  
Advance from customers     (39,639 )     104,887  
Operating lease liabilities     200,827       188,379  
Taxes payable     26,242       159,612  
Net cash provided by (used in) operating activities     942,048       (1,650,175 )
                 
Cash flows from investing activities:                
Purchase of property, plant and equipment     (1,050,711 )     (294,828 )
Proceeds from disposition of property, plant and equipment     787       56,000  
Net cash used in investing activities     (1,049,924 )     (238,828 )
                 
Cash flows from financing activities:                
Net proceeds from exercise of warrants     -       15,101  
Reverse split shares     -       (810 )
Proceeds from short-term bank loans     696,500       691,000  
Repayment of short-term bank loans     (696,500 )     (885,800 )
Proceeds from long-term bank loans     -       2,625,800  
Repayment of long-term bank loans     (316,297 )     (2,793,472 )
(Repayment of) proceeds from related-party loans     (456,160 )     6,498  
Net cash used in financing activities     (772,457 )     (341,683 )
                 
Effect of exchange rate changes on cash and restricted cash     (18,339 )     226,388  
Net decrease in cash and cash equivalents     (898,672 )     (2,004,298 )
Cash and cash equivalents, beginning of period     6,956,434       4,483,308  
Cash and cash equivalents, end of period   $ 6,057,762     $ 2,479,010  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                
Cash paid for interest   $ 115,430     $ 154,884  
                 
Non-Cash Investing Activities                
Liabilities incurred (settled) for purchase of property and equipment   $ 34,909     $ (40,251 )
Prepaid share-based compensation for services   $ -     $ (223,000 )