Hongchang International Co. Ltd.

02/13/2026 | Press release | Distributed by Public on 02/13/2026 07:31

Quarterly Report for Quarter Ending December 31, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in our unaudited condensed consolidated financial statements, which appear elsewhere in this Report, and should be read in conjunction with such financial statements and related notes included in this Report. Except for the historical information contained herein, the following discussion, as well as other information in this Report, contain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the "safe harbor" created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the "Forward-Looking Statements" set forth elsewhere in this Report.

Results of Operations

Discussion and Analysis of Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024

The following chart provides a summary of our results of operations for the three months ended December 31, 2025 and 2024:

For the three months ended
December 31,
2025 2024
Revenue $ 4,017,635 $ 46,392
Cost of revenue (3,298,793 ) (15,655 )
Gross profit 718,842 30,737
Total operating expenses (378,132 ) (237,398 )
Income (loss) from operations 340,710 (206,661 )
Total other expenses (13,227 ) (113,464 )
Income (loss) before income taxes 327,483 (320,125 )
Income tax (expense) benefit (23,214 ) 10,723
Net income (loss) $ 304,269 $ (309,402 )
Basic net income (loss) per share $ 0.0006 $ (0.0006 )

Revenue

Our PRC subsidiaries generate revenue mainly from meat and food product sales, sales and installation of support infrastructure for Hongchang Food Industrial Park, and provision of rental services.

The following table sets forth the breakdown of our revenue by category, both in absolute amount and as a percentage of total revenue for each category for the periods indicated:

For the three months ended
December 31,
2025 2024
US$ % US$ %
Product sales - Meat products 3,602,132 90 46,392 100
Services - Rental services 415,503 10 - -
Total 4,017,635 100 46,392 100

Our PRC subsidiaries generated revenue of US$4,017,635 for the three months ended December 31, 2025, as compared to US$46,392 for the same period of 2024. The increase of 8,560% for the three months ended December 31, 2025 was mainly because: (i) meat product sales revenue of US$3,602,132 from a new subsidiary, Pucheng Green Health Food and (ii) rental revenue from the lease contracts of Phrase I of Hongchang Food Industrial Park.

Cost of revenue

Cost of revenue for meat products and sale and installation of support infrastructure for Hongchang Food Industrial Park represents costs and expenses directly attributable to the manufacture of our products and facilities sold and delivered, which primarily comprises of costs of (1) materials, components, and parts; (2) production overhead, including mainly packaging and testing costs, amortization and depreciation of intangible assets, production equipment, and utilities; (3) direct labor, including cost to our production staff and outsourced production workers, and (4) outsourcing production costs.

Cost of rental service primarily consists depreciation expenses.

Cost of revenue was US$3,298,793 for the three months ended December 31, 2025, which is a 20,972% increase as compared to US$15,655 for the same period of 2024, due to the sales increase of Pucheng Green Health Food and rental cost of buildings in Hongchang Food Industrial Park. The following table sets forth the breakdown of our cost of revenue by category, both in absolute amount and as a percentage of the cost of revenue, for the periods indicated:

For the three months ended
December 31,
2025 2024
US$ % US$ %
Product sales - Meat products 3,076,082 93 15,655 100
Services - Rental services 222,711 7 - -
Total 3,298,793 100 15,655 100

Gross profit and margin

Gross profit refers to the difference between operating revenue and costs. Our gross profit/loss and gross profit/loss margin of sales of meat products are primarily affected by the market price of the products and our cost of revenue.

Our gross profit/loss and gross profit/loss margin of rental services are primarily affected by the average market rent of the building space and our cost of revenue.

Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit. Our gross margin is influenced by product prices, product combinations, availability, and discounts, as some products typically offer higher gross profit margins, as well as the impact of our product costs, which may vary. We had gross profit of US$718,842 and gross profit of US$30,737 for the three months ended December 31, 2025 and 2024, which represented gross margin of 18% and 66%, respectively. The following table sets forth our gross profit/loss by category for the periods indicated:

For the three months ended
December 31,
2025 2024
US$ % US$ %
Product sales - Meat products 526,050 73 30,737 100
Services - Rental services 192,792 27 - -
Total 718,842 100 30,737 100

Operating expenses

Our operating expenses consist of sales and marketing expenses and general and administrative expenses.

Sales and marketing expenses

We incurred selling expenses of US$1,257 and US$nil for the three months ended December 31, 2025 and 2024, respectively, mainly due to the increase in sales activities from a new subsidiary, Pucheng Green Health Food.

General and administrative expenses

We incurred general and administrative expenses of US$376,875 for the three months ended December 31, 2025, as compared to US$234,561 in the same period of 2024. The increase in management expenses was mainly due to the agency fees (approximately US$270,289) occurred in the fourth quarter in 2025.

Income tax expenses

We incurred income tax expenses of US$23,214 for the three months ended December 31, 2025, and incurred income tax benefits of US$10,723 in the same period of 2024.

Net income (loss)

As a result of the foregoing, we reported net income of US$304,269 for the three months ended December 31, 2025 and a net loss of US$309,402 for the same period of 2024.

Discussion and Analysis of Nine Months Ended December 31, 2025 Compared to Nine Months Ended December 31, 2024

The following chart provides a summary of our results of operations for the nine months ended December 31, 2025 and 2024:

For the nine months ended
December 31,
2025 2024
Revenue $ 11,332,476 $ 2,848,898
Cost of revenue (9,392,782 ) (2,666,993 )
Gross profit 1,939,694 181,905
Total operating expenses (809,359 ) (462,922 )
Income (loss) from operations 1,130,335 (281,017 )
Total other expenses (32,036 ) (111,684 )
Income (loss) before income taxes 1,098,299 (392,701 )
Income tax (expense) benefit (95,841 ) 16,877
Net income (loss) $ 1,002,458 $ (375,824 )
Basic net earning (loss) per share $ 0.0019 $ (0.0007 )

Revenue

Our PRC subsidiaries generate revenue mainly from meat and food product sales, sales and installation of support infrastructure for Hongchang Food Industrial Park, and provision of rental services.

The following table sets forth the breakdown of our revenue by category, both in absolute amount and as a percentage of total revenue for each category for the periods indicated:

For the nine months ended
December 31,
2025 2024
US$ % US$ %
Product sales - Meat products 10,104,462 89 2,848,898 100
Services - Rental services 1,228,014 11 - -
Total 11,332,476 100 2,848,898 100

The PRC subsidiaries generated revenue of US$11,332,476 for the nine months ended December 31, 2025, as compared to US$2,848,898 for the same period of 2024. The increase of 298% for the nine months ended December 31, 2025 was mainly because of: (i) meat product sales revenue of US$10,104,462 from a new subsidiary, Pucheng Green Health Food and (ii) rental revenue from the lease contracts of Phrase I of Hongchang Food Industrial Park.

Cost of revenue

Cost of revenue for meat products and sale and installation of support infrastructure for Hongchang Food Industrial Park represents costs and expenses directly attributable to the manufacture of our products and facilities sold and delivered, which primarily comprises of costs of (1) materials, components, and parts; (2) production overhead, including mainly packaging and testing costs, amortization and depreciation of intangible assets, production equipment, and utilities; (3) direct labor, including cost to our production staff and outsourced production workers, and (4) outsourcing production costs.

Cost of rental service primarily consists depreciation expenses.

sales increase of Pucheng Green Health Food and rental cost of buildings in Hongchang Food Industrial Park. The following table sets forth the breakdown of our cost of revenue by category, both in absolute amount and as a percentage of the cost of revenue, for the periods indicated:

For the nine months ended
December 31,
2025 2024
US$ % US$ %
Product sales - Meat products 8,743,153 93 2,666,993 100
Services - Rental services 649,629 7 - -
Total 9,392,782 100 2,666,993 100

Gross profit and margin

Our gross profit/loss and gross profit/loss margin of sales of meat products and supporting facilities for industrial park products are primarily affected by the market price of the products and our cost of revenue.

Our gross profit/loss and gross profit/loss margin of rental services are primarily affected by the average market rent of the building space and our cost of revenue.

Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit. Our gross margin is influenced by product prices, product combinations, availability, and discounts, as some products typically offer higher gross profit margins, as well as the impact of our product costs, which may vary. At present, we offer competitive prices to attract and retain customers. In the future, as we grow, we plan to launch diversified products and competitive services to increase market share. We regularly evaluate the profitability of our products. As our business activities started in 2023 and we are still in the early stages, we had gross profit of US$1,939,694 and gross profit of US$181,905 for the nine months ended December 31, 2025 and 2024, which represented gross margin of 17% and 6%, respectively. The following table sets forth our gross profit/loss by category for the periods indicated:

For the nine months ended
December 31,
2025 2024
US$ % US$ %
Product sales - Meat products 1,361,309 70 181,905 100
Services - Rental services 578,385 30 - -
Total 1,939,694 100 181,905 100

Operating expenses

Our operating expenses consist of sales and marketing expenses and general and administrative expenses.

Sales and marketing expenses

We incurred selling expenses of US$3,862 and US$1,508 for the nine months ended December 31, 2025 and 2024, respectively, mainly due to the increase in sales activities from a new subsidiary, Pucheng Green Health Food.

General and administrative expenses

We incurred general and administrative expenses of US$805,497 for the nine months ended December 31, 2025, as compared to US$458,577 in the same period of 2024. The increase in management expenses was mainly due to the agency fees (approximately US$527,950) occurred in 2025.

Income tax expenses

We incurred income tax expenses of US$95,841 for the nine months ended December 31, 2025, and incurred income tax benefits of US$16,877 in the same period of 2024.

Net income (loss)

As a result of the foregoing, we reported net income of US$1,002,458 for the nine months ended December 31, 2025, and a net loss of US$375,824 for the same period of 2024.

Liquidity and Capital Resources

The following chart provides a summary of our key balance sheet items as of December 31, 2025 and March 31, 2025, and should be read in conjunction with the financial statements, and notes thereto, included with this report.

As of
December 31,
2025
As of
March 31,
2025
Cash and cash equivalents $ 551,778 $ 493,201
Restricted cash $ 225,959 $ 217,700
Accounts receivable $ 5,850,090 $ 2,278,878
Other receivables $ 915,613 $ 74,693
Other current assets $ 587,387 $ 653,616
Total current assets $ 8,180,363 $ 3,929,683
Construction-in-progress $ 18,166,029 $ 16,832,470
Land use rights, net $ 4,079,607 $ 3,998,567
Total assets $ 65,883,202 $ 59,538,093
Accounts payable-construction in progress $ 15,803 $ 13,639
Total current liabilities $ 9,679,701 $ 6,447,590
Long-term loans $ 6,866,971 $ 6,556,390
Amounts due to a related party $ 3,645,518 $ 3,513,737
Total non-current liabilities $ 12,498,807 $ 12,013,264
Total liabilities $ 22,178,508 $ 18,460,854
Total stockholders' (deficit) equity $ 43,704,694 $ 41,077,239

As of December 31, 2025, we had US$777,737 in cash, compared to US$710,901 as of March 31, 2025. The increase in cash was mainly due to (i) loans from banks in 2025 and (ii) loans from related parties.

As of December 31, 2025, our construction in progress balance amounted to approximately US$18,166,029, as compared to US$16,832,470 as of March 31, 2025. This reflected our continuous investment and progress of the construction schedule in Hongchang Food Industrial Park.

Capital Expenditure Commitment as of December 31, 2025

As of December 31, 2025, the Company had entered into several contracts for construction of Hongchang Food Industrial Park and the improvement of the processing factory buildings. Total outstanding commitments under these contracts were US$4,004,417 and US$3,859,662 as of December 31, 2025 and March 31, 2025, respectively. The Company expected to pay off all the balances within one to three years.

Off Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 31, 2025 and March 31, 2025.

Cash Flows

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

For the nine months ended
December 31,
2025 2024
US$ US$
Net cash used in operating activities $ (641,298 ) $ (426,080 )
Net cash used in investing activities $ (856,928 ) $ (5,379,882 )
Net cash provided by financing activities $ 1,541,027 $ 5,151,875
Effect of foreign exchange on cash $ 24,035 $ (389 )
Net increase (decrease) in cash $ 66,836 $ (654,476 )
Cash and restricted cash at the beginning of the period $ 710,901 $ 895,074
Cash and restricted cash at the end of the period $ 777,737 $ 240,598

Operating activities

Net cash used in operating activities for the nine months ended December 31, 2025 was US$641,298, which primarily reflected our net income of US$1,002,458, as mainly adjusted for amortization of US$584,459, and adjustment for changes in working capital, primarily consisting of (i) an increase in accounts payable of US$1,396,004, (ii) a decrease in advances to suppliers of US$177,798, and (iii) a decrease in other current assets of US$88,205, offset by (i) an increase in accounts receivable of US$3,405,886, (ii) an increase in other receivable of US$302,078, and (iii) an increase in deferred offering cost of US$201,988.

Net cash used in operating activities for the nine months ended December 31, 2024 was US$426,080, which primarily reflected our net loss of US$375,824, as mainly adjusted for amortization of US$68,447, and adjustment for changes in working capital, primarily consisting of a decrease in other current assets of US$190,612, offset by (i) a decrease in accrued expenses and other payables of US$172,266, and (ii) an increase in accounts receivable of US$52,484.

Investing activities

Net cash used in investing activities for the nine months ended December 31, 2025 was US$856,928, mainly attributable to purchases of property and equipment. Net cash used in investing activities for the nine months ended December 31, 2024 was US$5,379,882, mainly attributable to purchases of property and equipment.

Financing activities

Net cash provided by financing activities for the nine months ended December 31, 2025 was US$1,541,027, primarily due to loans from related parties and banks.

Net cash provided by financing activities for the nine months ended December 31, 2024 was US$5,151,875, primarily due to loans from related parties and banks.

Critical Accounting Policies Involving Critical Accounting Estimates

The discussion and analysis of our Group's financial condition and results of operations are based upon our Group's unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP in a consistent manner. The preparation of these financial statements requires the selection and application of accounting policies. Further, the application of U.S. GAAP requires our Group to make estimates and judgments about future events that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, our Group evaluate its estimates, including those discussed below. Our Group bases its estimates on historical experience, current trends, and various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions. Our Group believes it is possible that other professionals, applying reasonable judgment to the same set of facts and circumstances, could develop and support a range of alternative estimated amounts. Our Group believes that it has appropriately applied its critical accounting policies. However, in the event that inappropriate assumptions or methods were used relating to the critical accounting policies below, our Group's consolidated statements of operations could be misstated.

A detailed summary of significant accounting policies is summarized below:

Use of estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected in our Group's unaudited condensed consolidated financial statements mainly include, but are not limited to, assessment for impairment of long-lived assets, valuation of deferred tax assets and current expected credit loss of receivables. Actual results could differ from those estimates.

Construction-in-progress

Property and equipment that are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these assets are ready for their intended use.

Land use right, net

The land use rights represent the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line basis over the terms of the respective land use rights certificates.

Revenue recognition

The Group applied ASC 606 for all periods presented.

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price - The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.

Step 4: Allocate the transaction price to the performance obligations in the contract - Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation - An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).

The Group has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

The Group has elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Group expects that, upon the inception of revenue contracts, the period between when the Group transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less.

As a practical expedient, the Group elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Group otherwise would have recognized is one year or less.

The Group is a food provider in Fujian Province which principally engages in meat and food product sales, sale and installation of support infrastructure for Hongchang Food Industrial Park, and property rental.

The Group's principal revenue stream includes:

1. Product revenue:
Meat and food product sales:

The Group enters into contracts with customers for the supply of meat and food products, whereby customers agree to pay product fees over the contract term in line with the terms set out in the sales agreements. Each contract encompasses a single promise: delivering specific goods to customers, which the Group therefore identifies as a single performance obligation, with all service fees (including but not limited to shipping and handling fees and packaging fees) allocated thereto. Control is considered transferred when the customer gains the ability to direct the use of the goods and obtain substantially all remaining economic benefits therefrom. Accordingly, the Group recognizes revenue at the point in time when control of the goods is transferred to the customer.

For the majority of meat and food product sales contracts, the Group assumes inventory risk, has the autonomy to set prices, and is responsible for fulfilling the promise to deliver specific goods to customers. As the Group acts as the principal in these transactions, revenue is recognized on a gross basis. In contrast, for a small number of contracts where the Group does not assume inventory risk, does not have pricing authority, and is not primarily responsible, revenue is recognized on a net basis.

Sale and installation of support infrastructure for Hongchang Food Industrial Park:

The Group bundles the installation together with the sale of mounts for photovoltaic panels. The installation services do not significantly customize or modify the mounts.

Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because the equipment and installation services are both sold on a stand-alone basis and are distinct within the context of the contract. Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the equipment and installation services.

The Group recognizes revenue from installation services over time because the customer simultaneously receives and consumes the benefits provided to them. The Group uses an input method in measuring progress of the installation services because there is a direct relationship between the Groups effort (i.e., based on the labor hours incurred) and the transfer of service to the customer. The Group recognizes revenue on the basis of the labor hours expended relative to the total expected labor hours to complete the service.

2. Service revenue:
Rental services: The Group started to generate lease revenue in 2025 from operating leases of constructed buildings in Hongchang Food Industrial Park to customers. As a lessor, the Group accounts for these leases under ASC 842. Lease revenue is recognized on a straight-line basis over the lease term, with any difference between straight-line revenue and contractual rental receipts recorded as a component of accounts receivable. Revenue recognition is subject to a collectability assessment, considering the creditworthiness of lessees and historical payment patterns. See "Note 2. Summary of Significant Accounting Policies-Lease-from the perspective as a lessor" for more discussion.
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