UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 12b-25

NOTIFICATION OF LATE FILING

 

 

(Check one):

 

☐ Form 10-K    ☐ Form 20-F    ☐ Form 11-K
☒ Form 10-Q    ☐ Form 10-D    ☐ Form N-SAR    ☐ Form N-CSR

 

For Period Ended: March 31, 2020

 

☐

 

Transition Report on Form 10-K

☐

 

Transition Report on Form 20-F

☐

 

Transition Report on Form 11-K

☐

 

Transition Report on Form 10-Q

☐

 

Transition Report on Form N-SAR

 

For the Transition Period Ended:

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

NOVA LIFESTYLE, INC.

Full Name of Registrant

 

N/A
Former Name if Applicable

 

6565 E. Washington Blvd.,
Address of Principal Executive Office (Street and Number)

 

Commerce, CA 90040
City, State and Zip Code

 

 

 
 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☒

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

 

 

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

 

(c)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Nova Lifestyle, Inc. (the "Company") could not complete the filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2020 (the “Quarterly Report”) in a timely manner as a result of the COVID-19 related government mandated lockdowns in Malaysia in March and April 2020. Due to the impact of COVID-19 on its subsidiary in Malaysia, the Company required additional time to prepare Nova Malaysia’s accounts and related supporting documentation, which challenges could not be eliminated by the Company without unreasonable effort and expense. The Company anticipates filing the Quarterly Report on or before the fifth calendar day following the prescribed due date.

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

 

Tawny Lam

323

888-9999

 

(Name)

(Area Code)

(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

☒ Yes ☐ No

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 
 

 

Nova Lifestyle, Inc.
(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 29, 2020

By:

/s/ Thanh H. Lam

 

 

Thanh H. Lam

 

Title:

Chief Executive Officer

 

 

 

Part IV. (3) Anticipated Changes in Results of Operations

 

We anticipate reporting the following significant changes in the results of operations from the same period of the last fiscal year:

 

Net Sales     Net sales from continuing operations for the three months ended March 31, 2020 were $2.2 million, a decrease of 75% from $8.8 million in the same period of 2019. This decrease in net sales resulted primarily from a 58.3% decrease in sales volume and 39.9% decrease in average selling price. 

 

Cost of Sales     Cost of sales from continuing operations consists primarily of costs of finished goods purchased from third-party manufacturers. Total cost of sales from continuing operations decreased by 80% to $1.42 million in the three months ended March 31, 2020, as compared to $ 6.99 million in the same period of 2019. Cost of sales as a percentage of sales decreased to 65% in the three months ended March 31, 2020, as compared to 79 % in 2019. The decrease of cost of sales in dollars is primarily due to decreased sales. The decrease in cost of sales as a percentage of sales is primarily a result of stopped low margin drop-ship and sold higher margin for new products which average margin was from 28.5% to 37.5%.

 

Gross Profit     Gross profit from continuing operations decreased by 57% to $0.78 million in the three months ended March 31, 2020, as compared to $ 1.81 million in 2019. Our gross profit margin increased to 35% in the three months ended March 31, 2020, compared to 21 % in the same period of 2019. The increase in gross profit margin was mainly due to stopped low margin drop-ship and sold higher margin for new products which average margin was from 28.5% to 37.5%.

 

Operating Expenses     Operating expenses from continuing operations consisted of selling, general and administrative expenses. Operating expenses were $1.60 million in the three months ended March 31, 2020, as compared to $ 2.08 million in the same period of 2019. Selling expenses decreased by 18%, or $0.07 million, to $0.32 million in the three months ended March 31, 2020, from $ 0.39 million in the same period of 2019, primarily due to decreased sales commissions, marketing, advertising and show expenses. General and administrative expenses decreased by 24%, or $0.41 million, to $1.28 million in the three months ended March 31, 2020, from $ 1.70 million in the same period of 2019, primarily due to a decrease in auditing and travel expenses of $0.39 million and $0.20 million, respectively.

 

 

 
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