SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 six months ended June 30, 2019

 

Commission File Number: 001-37829

 

HEBRON TECHNOLOGY CO., LTD.

(Registrant’s name)

 

No. 936, Jinhai 2nd Road, Konggang New Area

Longwan District

Wenzhou City, Zhejiang Province

People’s Republic of China

(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 on paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

 

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

 

 

 

 

 

 

Explanatory Note:

 

The Registrant is filing this Report on Form 6-K to report its financial results for the six months ended June 30, 2019 and to discuss its recent corporate developments.

  

HEBRON TECHNOLOGY CO., LTD.

 

The Company hereby furnishes its Unaudited Condensed Consolidated Statements of Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Operations for the six-month period ended June 30, 2019 as attached in Exhibit 99.1 to this Form 6-K.

 

On December 17, 2019, the Company issued a press release announcing its financial results for the First Half of 2019, which press release is attached as Exhibit 99.2 to this Form 6-K.

 

Exhibits

 

The following documents are filed herewith:

 

Exhibit
Number
 

Document

     
99.1   Unaudited Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2019 and 2018
     
99.2   Press release December 17, 2019, titled “Hebron Technology Co., Ltd. Reports Financial Results for the First Half of 2019”

 

1

 

 

SIGNATURES

 

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

 

    Hebron Technology Co., Ltd.
     
December 17, 2019 By:  /s/ Anyuan Sun
    Anyuan Sun
    Chief Executive Officer
    (Principal Executive Officer) and
    Duly Authorized Officer

 

 

2

 

 

Exhibit 99.1

 

HEBRON TECHNOLOGY CO., LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

 

   June 30,   December 31, 
   2019   2018 
ASSETS        
         
CURRENT ASSETS:        
Cash  $23,972    947,588 
Restricted cash   2,069,753    2,124,655 
Contracts receivable, net   24,750,360    24,669,365 
Accounts receivable, net   2,415,761    2,655,845 
Notes receivable   -    81,611 
Retainage receivables, net   3,151,799    3,146,986 
Inventories   388,233    365,480 
Prepayments and advances to suppliers, net   4,114,266    3,568,003 
Other receivables, net   1,364,635    767,681 
 Prepaid expenses and other current assets+   167,182    94,539 
TOTAL CURRENT ASSETS   38,445,961    38,421,753 
           
Property and equipment at cost, net of accumulated depreciation   12,088,140    12,515,894 
Land use right, net of accumulated amortization   941,982    969,339 
Deposits - long term   43,700    43,633 
Equity investment   3,070,520    3,054,090 
Deferred tax assets   1,651,489    1,648,967 
TOTAL ASSETS  $56,241,792   $56,653,676 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
CURRENT LIABILITIES:          
Short-term loans  $1,310,998   $1,698,058 
Notes payable   1,981,790    2,117,382 
Accounts payable   1,481,822    1,361,687 
Accrued expenses and other current liabilities   2,470,812    2,112,472 
Other loan payable-current   166,892    177,291 
Advances from customers   3,065,968    3,131,337 
Taxes payable   9,145,816    9,085,746 
Due to related parties   347,634    - 
TOTAL CURRENT LIABILITIES   19,971,732    19,683,973 
           
Other loan payable - long term   136,275    212,351 
TOTAL LIABILITIES   20,108,007    19,896,324 
           
COMMITMENTS AND CONTINGENCIES          
           
SHAREHOLDERS’ EQUITY:          
Class A common stock, $0.001 par value, 40,000,000 shares authorized, 8,491,177 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively   8,491    8,491 
Class B common stock, $0.001 par value, 10,000,000 shares authorized, 7,778,400 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively   7,778    7,778 
Additional paid-in capital   13,361,447    13,361,447 
Retained earnings   24,055,426    24,732,777 
Accumulated other comprehensive (loss)   (1,299,357)   (1,353,141)
TOTAL SHAREHOLDERS’ EQUITY   36,133,785    36,757,352 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $56,241,792   $56,653,676 

 

 

 

 

HEBRON TECHNOLOGY CO., LIMITED 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

   For the Six Months Ended June 30, 
   2019   2018 
REVENUE        
Installation service  $907,332   $7,580,749 
Fluid equipment sales   4,722,986    2,754,317 
    5,630,318    10,335,066 
COST OF REVENUE          
Cost of product and services   5,021,235    6,655,247 
Business and sales related taxes   33,081    124,575 
           
GROSS PROFIT   576,002    3,555,244 
           
OPERATING EXPENSES          
General and administrative expenses   630,747    1,801,033 
Selling expenses   151,174    281,169 
Bad debt expenses   240,524    2,595,677 
Research and development expenses   171,967    - 
Total operating expenses   1,194,412    4,677,879 
           
LOSS FROM OPERATIONS   (618,410)   (1,122,635)
           
OTHER INCOME (EXPENSE)          
 Other income, net   36,051    1,736 
 Interest expense   (111,422)   (56,314)
 Income from investment   16,430    - 
 Total other expense, net   (58,941)   (54,578)
           
LOSS BEFORE INCOME TAXES   (677,351)   (1,177,213)
           
PROVISION FOR INCOME TAXES   -    391,892 
           
NET LOSS  $(677,351)  $(1,569,105)
           
OTHER COMPREHENSIVE LOSS          
Foreign currency translation income (loss)   53,784    (534,234)
           
COMPREHENSIVE LOSS  $(623,567)  $(2,103,339)
           
Basic and diluted loss per common share          
Basic and diluted  $(0.04)  $(0.10)
           
Weighted average number of shares outstanding          
Basic and diluted   16,269,577    15,427,622 

 

 

 

 

Exhibit 99.2

 

Hebron Technology Co., Ltd. Reports Financial Results for the First Half of 2019

 

Wenzhou, China, December 17, 2019/ PRNewswire/ -- Hebron Technology Co., Ltd. (“Hebron” or the “Company”) (Nasdaq: HEBT), a developer, manufacturer and installer of valves and pipe fittings for use in the pharmaceutical, biological, food and beverage, and other clean industries, today announced its financial results for the six months ended June 30, 2019.

 

Mr. Anyuan Sun, Chairman and Chief Executive Officer of Hebron, commented, “Due to the impact of a slow economy and we had less revenue from our installation services, and our revenue decreased by 46% to $5.63 million, compared to the same period last year. We are currently reviewing our current business operations and considering new business strategies. On June 14, 2019, our Special Shareholder Meeting approved the acquisition of NiSun International Enterprise Management Group (British Virgin Islands) Co., Ltd., a British Virgin Islands limited company. After the acquisition, Hebron will explore business opportunities by developing financial technology (Fintech). We believe that with the presence of potentially revolutionary technologies such as Blockchain and Quantum Computing, Hebron will have exciting new opportunities for growth.”

 

Six Months Ended June 30, 2019 Financial Results

 

Total revenues decreased by 46% to $5.63 million for the six months ended June 30, 2019, from $10.34 million for the six months ended June 30, 2018. The decrease in total revenues was due to our decreased revenue from installation services for the six months ended June 30, 2019. However, our sales in fluid equipment increased $2.0 million or 71% for the six months ended June 30, 2019, as compared to the same period last year.

 

Gross and operating margins were 10% and (11)%, respectively, for the six months ended June 30, 2019, as compared to 34% and (11)%, respectively, for the same period last year.

 

Net loss was $0.68 million, or a loss per share of $0.04 for the six months ended June 30, 2019, as compared to net loss of $1.57 million, or a loss per share of $0.10, for the same period last year.

   

   For the Six Months Ended June 30, 
($ millions, except basic and diluted loss per share)  2019   2018   % Change 
Revenues            
Installation service   0.91    7.58    (88)%
Fluid equipment sales   4.72    2.75    71%
                
Gross profit   0.58    3.56    (84)%
Gross margin   10%   34%   (24)pp*
Installation service   42%   43%   (1)pp*
Fluid equipment sales   5%   15%   (14)pp*
                
Operating expenses   1.19    4.68    (74)%
Operating loss   (0.62)   (1.12)   (45)%
Operating margin   (11)%   (11)%   -pp*
Net loss   (0.68)   (1.57)   (57)%
Net loss margin   (12)%   (15)%   3pp*
Basic and diluted loss per share   (0.04)   (0.10)   (58)%

 

*pprepresents percentage points

     

 

 

  

Revenues

 

For the six months ended June 30, 2019, total revenues decreased by $4.70 million, or 46%, to $5.63 million from $10.33 million for the same period last year. The decrease in total revenues was related to the decrease in revenues from installation services as we had fewer installation projects compared to the same period last year. However, our sales in fluid equipment increased $2.0 million, or 71%, for the six months ended June 30, 2019, as compared to the same period last year.

 

Cost of revenues and gross profit

 

Total cost of revenues decreased by $1.73 million, or 25%, to $5.05 million for the six months ended June 30, 2019 from $6.78 million for the same period last year. Overall gross profit decreased by $2.98 million, or 84%, to $0.58 million for the six months ended June 30, 2019 from $3.56 million for the same period last year. Overall gross margin was 10% for the six months ended June 30, 2019, down 24 percentage points from 34% for the same period last year, mainly due to decreased margin of fluid equipment sales.

 

Cost of revenues for fluid equipment sales increased by $2.15 million, or 91%, to $4.50 million for the six months ended June 30, 2019, from $2.35 million for the same period last year. Gross profit for fluid equipment sales decreased by $0.18 million, or 44%, to $0.23 million for the six months ended June 30, 2019, from $0.4 million for the same period last year. Gross margin for fluid equipment sales was 5% for the six months ended June 30, 2019, compared to 15% for the same period last year. The decrease of gross profit for fluid equipment was mainly due to our lowering sales prices due to fierce market competition.

 

Cost of revenues for installation service decreased by $3.78 million, or 88%, to $0.52 million for the six months ended June 30, 2019, from $4.30 million for the same period last year. Gross profit for installation service decreased by $2.9 million, or 88%, to $0.38 million for the six months ended June 30, 2019, from $3.28 million for the same period last year. Gross margin for fluid equipment sales was 42% for the six months ended June 30, 2019, compared to 43% for the same period last year. The decrease of gross profit for installation service was mainly due to fewer installation projects for the six months ended June 30, 2019.

 

Operating expenses

 

General and administrative expenses decreased by $1.17 million, or 65%, to $0.63 million for the six months ended June 30, 2019, from $1.80 million for the same period last year. The decrease was mainly due to decreased management salaries, and to a lesser extent a decrease in consulting and professional fees. Selling expenses were $0.15 million for the six months ended June 30, 2019, compared to $0.28 million for the same period last year. The decrease was mainly driven by fewer marketing activities during the current period. Research and development expenses were $0.17 for the six months ended June 30, 2019, compared to $Nil for the same period last year. The increase in research and development expenses was mainly due to the investment in R&D activities in developing intellectual valve controller system. Bad debt expenses decreased $2.36 million, or 91%, to $0.24 million for the six months ended June 30, 2019, from $2.59 million for the same period last year. The decrease in bad debt was mainly due to our recording a $2.59 million bad debt allowance for our advances to suppliers in the same period last year. As such, total operating expenses decreased by $3.48 million, or 74%, to $1.19 million for the six months ended June 30, 2019, from $4.68 million for the same period last year.

 

Operating loss

 

Operating loss was $0.62 million for the six months ended June 30, 2019, compared to an operating loss of $1.12 million for the same period last year due to decreased general and administrative expenses, and offset by decreased gross profit for the six months ended June 30, 2019. Operating margin was (11)% for the six months ended June 30, 2019, which was consistent with the same period last year.

 

Loss before income taxes and income tax 

 

Loss before income taxes was $0.68 million for the six months ended June 30, 2019, compared to loss before income tax of $1.18 million for the same period last year. Income tax provision was $Nil for the six months ended June 30, 2019, compared to $0.39 million for the same period last year.

 

Net loss and loss per share

 

Net loss was $0.68 million, or loss per share of $0.04 for the six months ended June 30, 2019, compared to net loss of $1.57 million, or loss per share of $0.10, for the same period last year.

 

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Recent Updates

 

Acquisition of NiSun International Enterprise Management Group

 

On July 12, 2019, the Company entered into a share purchase agreement (the “Agreement”) to acquire NiSun International Enterprise Management Group (British Virgin Islands) Co., Ltd., a British Virgin Islands limited company (“NiSun BVI”) from Bodang Liu, citizen of the People’s Republic of China (the “Seller”). Pursuant to the Agreement, the Company purchased all 50,000 of the issued and outstanding common shares, $1.00 par value per share, of NiSun BVI from the Seller in return for $7 million (the “Purchase Price”).

 

Under the terms of the Agreement, the Purchase Price will be paid, without interest, over the next two years in US Dollars or Chinese RMB at the election of the Company at such times as the Company chooses. The parties intend that the Purchase Price shall be paid from operating profits of the Company’s subsidiaries or from any capital raising activities the Company may elect to pursue, as applicable.

 

Appointment of New Chief Financial Officer (the “CFO”)

 

On August 8, 2019, the Registrant’s CFO, Mr. Steven Fu, submitted his resignation to the board of directors (the “Board”). The Board accepted the resignation and appointed Ms. Changjuan Liang as the succeeding CFO. The resignation and the engagement was effective on August 8, 2019. There was no disagreement between Mr. Steven Fu and the Company.

 

Ms. Liang has served as Chief Financial Officer of Fintech (Shanghai) Investment Holding Co., Ltd. since May 2019. Fintech is a subsidiary of NiSun International Enterprise Management Group (British Virgin Islands) Co., Ltd., a BVI company acquired by the Registrant on July 12, 2019. From August 2018 through April 2019, Ms. Liang was a senior financial manager for Shanghai NiSun Enterprise Management Group Co., Ltd., a PRC company controlled by Bodang Liu, the largest shareholder of the Registrant and former owner of NiSun International Enterprise Management Group (British Virgin Islands) Co., Ltd. From October 2010 through August 2017, Ms. Liang was a Financial Officer of Chubutsu Precise Electronic Company Limited, a PRC company engaged in the air conditioning industry. Ms. Liang obtained her bachelor’s degree in Accounting from China Central Radio and TV University in January 2010.

 

About Hebron Technology Co., Ltd.

 

Established in January 2005 and headquartered in Wenzhou City, Zhejiang Province, China, Hebron Technology Co., Ltd. (“Hebron” or the “Company”) engages in research, development, and manufacture of highly specialized valves and pipe fitting products for use in the pharmaceutical, biological, food and beverage, and other clean industries. The Company also offers its customers comprehensive pipeline design, installation, construction, and ongoing maintenance services as holistic solution services. After the strategic acquisition of Fintech (Shanghai) Investment Holding Co., Ltd (“Fintech”), a Chinese financial services company, in July 2019, the Company also engages in financial technology services through Fintech as a contractually-controlled affiliate. For more information about the Company, please visit www.xibolun.com.

 

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Forward-Looking Statements

 

This press release contains information about Hebron’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property. Hebron encourages you to review other factors that may affect its future results in Hebron’s registration statement and in its other filings with the Securities and Exchange Commission.

 

For more information, please contact: 

 

In China:

 

Hebron Technology Co., Ltd.

Investor Relations

Shaokang (Ken) Lu

Phone: +86 (21) 2357-0055

Email: lushaokang@cnisun.com

 

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HEBRON TECHNOLOGY CO., LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

 

   June 30,   December 31, 
   2019   2018 
ASSETS        
         
CURRENT ASSETS:        
Cash  $23,972    947,588 
Restricted cash   2,069,753    2,124,655 
Contracts receivable, net   24,750,360    24,669,365 
Accounts receivable, net   2,415,761    2,655,845 
Notes receivable   -    81,611 
Retainage receivables, net   3,151,799    3,146,986 
Inventories   388,233    365,480 
Prepayments and advances to suppliers, net   4,114,266    3,568,003 
Other receivables, net   1,364,635    767,681 
Prepaid expenses and other current assets+   167,182    94,539 
TOTAL CURRENT ASSETS   38,445,961    38,421,753 
           
Property and equipment at cost, net of accumulated depreciation   12,088,140    12,515,894 
Land use right, net of accumulated amortization   941,982    969,339 
Deposits - long term   43,700    43,633 
Equity investment   3,070,520    3,054,090 
Deferred tax assets   1,651,489    1,648,967 
TOTAL ASSETS  $56,241,792   $56,653,676 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
CURRENT LIABILITIES:          
Short-term loans  $1,310,998   $1,698,058 
Notes payable   1,981,790    2,117,382 
Accounts payable   1,481,822    1,361,687 
Accrued expenses and other current liabilities   2,470,812    2,112,472 
Other loan payable-current   166,892    177,291 
Advances from customers   3,065,968    3,131,337 
Taxes payable   9,145,816    9,085,746 
Due to related parties   347,634    - 
TOTAL CURRENT LIABILITIES   19,971,732    19,683,973 
           
Other loan payable - long term   136,275    212,351 
TOTAL LIABILITIES   20,108,007    19,896,324 
           
COMMITMENTS AND CONTINGENCIES          
           
SHAREHOLDERS’ EQUITY:          
Class A common stock, $0.001 par value, 40,000,000 shares authorized, 8,491,177 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively   8,491    8,491 
Class B common stock, $0.001 par value, 10,000,000 shares authorized, 7,778,400 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively   7,778    7,778 
Additional paid-in capital   13,361,447    13,361,447 
Retained earnings   24,055,426    24,732,777 
Accumulated other comprehensive (loss)   (1,299,357)   (1,353,141)
TOTAL SHAREHOLDERS’ EQUITY   36,133,785    36,757,352 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $56,241,792   $56,653,676 

 

5

 

   

HEBRON TECHNOLOGY CO., LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

   For the Six Months Ended June 30, 
   2019   2018 
REVENUE        
Installation service  $907,332   $7,580,749 
Fluid equipment sales   4,722,986    2,754,317 
    5,630,318    10,335,066 
COST OF REVENUE          
Cost of product and services   5,021,235    6,655,247 
Business and sales related taxes   33,081    124,575 
           
GROSS PROFIT   576,002    3,555,244 
           
OPERATING EXPENSES          
General and administrative expenses   630,747    1,801,033 
Selling expenses   151,174    281,169 
Bad debt expenses   240,524    2,595,677 
Research and development expenses   171,967    - 
Total operating expenses   1,194,412    4,677,879 
           
LOSS FROM OPERATIONS   (618,410)   (1,122,635)
           
OTHER INCOME (EXPENSE)          
Other income, net   36,051    1,736 
Interest expense   (111,422)   (56,314)
Income from investment   16,430    - 
Total other expense, net   (58,941)   (54,578)
           
LOSS BEFORE INCOME TAXES   (677,351)   (1,177,213)
           
PROVISION FOR INCOME TAXES   -    391,892 
           
NET LOSS  $(677,351)  $(1,569,105)
           
OTHER COMPREHENSIVE LOSS          
Foreign currency translation income (loss)   53,784    (534,234)
           
COMPREHENSIVE LOSS  $(623,567)  $(2,103,339)
           
Basic and diluted loss per common share          
Basic and diluted  $(0.04)  $(0.10)
           
Weighted average number of shares outstanding          
Basic and diluted   16,269,577    15,427,622 

 

 

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