UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10−Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2010
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number: 001-33648
WONDER AUTO TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Nevada | 88-0495105 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Empl. Ident. No.) |
No. 16 Yulu Street
Taihe District, Jinzhou City, Liaoning
People’s Republic of China, 121013
(Address of principal executive offices, Zip Code)
(86) 416-518-6632
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer | ¨ | Accelerated Filer | x | |
Non-Accelerated Filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of each of the issuer’s classes of common equity, as of May 9, 2010 is as follows:
Class of Securities | Shares Outstanding | |
Common Stock, $0.0001 par value | 33,859,994 |
TABLE OF CONTENTS
PART I | |||
FINANCIAL INFORMATION | |||
Item 1. | Financial Statements | 1 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 40 | |
Item 4. | Controls and Procedures | 41 | |
PART II | |||
OTHER INFORMATION | |||
Item 1. | Legal Proceedings | 42 | |
Item 1A. | Risk Factors | 42 | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 42 | |
Item 3. | Defaults Upon Senior Securities | 42 | |
Item 4. | (Removed and Reserved) | 42 | |
Item 5. | Other Information | 42 | |
Item 6. | Exhibits | 42 |
PART I
FINANCIAL INFORMATION
ITEM 1. | FINANCIAL STATEMENTS. |
Wonder Auto Technology, Inc.
Condensed Consolidated Financial Statements
For the three months ended
March 31, 2010 and 2009
(Stated in US dollars)
Wonder Auto Technology, Inc.
Condensed Consolidated Financial Statements
Three months ended March 31, 2010 and 2009
Index to Condensed Consolidated Financial Statements
Pages | ||
Condensed Consolidated Statements of Income and Comprehensive Income | 1 | |
Condensed Consolidated Balance Sheets | 3 - 4 | |
Condensed Consolidated Statements of Cash Flows | 5 - 6 | |
Condensed Consolidated Statements of Equity | 7 | |
Notes to Condensed Consolidated Financial Statements | 8 - 28 |
Wonder Auto Technology, Inc.
Condensed Consolidated Statements of Income and Comprehensive Income
For the three months ended March 31, 2010 and 2009
(Unaudited)
(Stated in US Dollars)
Three months ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Sales revenue | $ | 63,620,565 | $ | 39,976,020 | ||||
Cost of sales | 47,994,842 | 29,881,662 | ||||||
Gross profit | 15,625,723 | 10,094,358 | ||||||
Operating expenses | ||||||||
Administrative expenses (included share-based compensation of $1,477,694 in 2010, $Nil in 2009) | 5,078,798 | 2,315,992 | ||||||
Research and development expenses (included share-based compensation of $91,782 in 2010, $Nil in 2009) | 1,349,529 | 456,232 | ||||||
Selling expenses (included share-based compensation of $65,419 in 2010, $Nil in 2009) | 2,408,261 | 1,212,659 | ||||||
8,836,588 | 3,984,883 | |||||||
Income from operations | 6,789,135 | 6,109,475 | ||||||
Other income | 528,795 | 114,516 | ||||||
Government grants | 201,511 | 175,062 | ||||||
Equity in net income of an non-consolidated affiliate - Note 2 | 548,792 | - | ||||||
Net finance costs - Note 6 | (630,828 | ) | (83,989 | ) | ||||
Income before income taxes and noncontrolling interests | 7,437,405 | 6,315,064 | ||||||
Income taxes - Note 7 | (1,448,090 | ) | (920,005 | ) | ||||
Net income before noncontrolling interests | 5,989,315 | 5,395,059 | ||||||
Net income attributable to noncontrolling interests | (208,238 | ) | (223,435 | ) | ||||
Net income attributable to Wonder Auto Technology, Inc. | ||||||||
common stockholders | $ | 5,781,077 | $ | 5,171,624 | ||||
Net income before noncontrolling interests | $ | 5,989,315 | $ | 5,395,059 | ||||
Other comprehensive income | ||||||||
Foreign currency translation adjustments | (4 | ) | (65,109 | ) | ||||
Comprehensive income | 5,989,311 | 5,329,950 | ||||||
Comprehensive income attributable to noncontrolling interests | (208,238 | ) | (208,020 | ) | ||||
Comprehensive income attributable to Wonder Auto | ||||||||
Technology, Inc. common stockholders | $ | 5,781,073 | $ | 5,121,930 | ||||
Earnings per share attributable to Wonder Auto Technology, Inc. | ||||||||
common stockholders: | ||||||||
basic and diluted - Note 8 | $ | 0.17 | $ | 0.19 |
- 1 - -
Wonder Auto Technology, Inc.
Condensed Consolidated Statements of Income and Comprehensive Income (Cont’d)
For the three months ended March 31, 2010 and 2009
(Unaudited)
(Stated in US Dollars)
Three months ended | |||
March 31, | |||
2010 | 2009 | ||
Weighted average number of shares outstanding: | |||
basic and diluted | 33,859,994 | 26,959,994 |
See the accompanying notes to condensed consolidated financial statements
- 2 - -
Wonder Auto Technology, Inc.
Condensed Consolidated Balance Sheets
As of March 31, 2010 and December 31, 2009
(Stated in US Dollars)
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | (Audited) | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 68,548,780 | $ | 82,414,287 | ||||
Restricted cash | 11,803,871 | 15,753,748 | ||||||
Trade receivables, net | 48,280,371 | 49,522,583 | ||||||
Bills receivable | 30,069,035 | 21,965,065 | ||||||
Other receivables, prepayments and deposits | 13,112,782 | 14,826,460 | ||||||
Inventories - Note 9 | 55,024,719 | 51,119,562 | ||||||
Deferred taxes | 1,063,524 | 1,186,410 | ||||||
Total current assets | 227,903,082 | 236,788,115 | ||||||
Restricted cash | 586,800 | - | ||||||
Intangible assets - Note 10 | 31,595,891 | 32,907,720 | ||||||
Property, plant and equipment, net - Note 11 | 72,531,432 | 73,770,329 | ||||||
Land use rights | 10,083,377 | 10,618,853 | ||||||
Deposits for acquisition of property, plant and equipment | 8,750,363 | 7,435,563 | ||||||
Investment in a non-consolidated affiliate - Note 2 | 15,411,369 | - | ||||||
Deferred taxes | 851,496 | 731,575 | ||||||
TOTAL ASSETS | $ | 367,713,810 | $ | 362,252,155 |
See the accompanying notes to condensed consolidated financial statements
- 3 - -
Wonder Auto Technology, Inc.
Condensed Consolidated Balance Sheets (Cont’d)
As of March 31, 2010 and December 31, 2009
(Stated in US Dollars)
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | (Audited) | |||||||
LIABILITIES AND EQUITY | ||||||||
LIABILITIES | ||||||||
Current liabilities | ||||||||
Trade payables | $ | 37,830,098 | $ | 34,126,534 | ||||
Bills payable | 19,387,872 | 29,388,653 | ||||||
Other payables and accrued expenses | 15,553,707 | 14,886,909 | ||||||
Provision for warranty - Note 12 | 2,593,327 | 2,272,322 | ||||||
Income tax payable | 1,439,306 | 892,340 | ||||||
Secured borrowings - Note 13 | 58,524,564 | 57,082,779 | ||||||
Early retirement benefits cost | 363,831 | 353,584 | ||||||
Total current liabilities | 135,692,705 | 139,003,121 | ||||||
Secured borrowings - Note 13 | 22,252,100 | 20,908,721 | ||||||
Deferred revenue - government grants | 3,209,466 | 3,315,762 | ||||||
Early retirement benefits cost | 461,179 | 550,397 | ||||||
TOTAL LIABILITIES | 161,615,450 | 163,778,001 | ||||||
COMMITMENTS AND CONTINGENCIES - Note 15 | ||||||||
STOCKHOLDERS’ EQUITY | ||||||||
Preferred stock: par value $0.0001 per share; authorized 10,000,000 shares in 2010 and 2009; none issued and outstanding | - | - | ||||||
Common stock: par value $0.0001 per share Authorized 90,000,000 shares in 2010 and 2009; issued and outstanding 33,859,994 shares in 2010 and 2009 | 3,386 | 3,386 | ||||||
Additional paid-in capital | 139,177,597 | 137,542,702 | ||||||
Statutory and other reserves | 10,186,701 | 10,186,701 | ||||||
Accumulated other comprehensive income | 9,647,047 | 9,647,051 | ||||||
Retained earnings | 41,051,673 | 35,270,596 | ||||||
TOTAL WONDER AUTO TECHNOLOGY, INC. STOCKHOLDERS’ | ||||||||
EQUITY | 200,066,404 | 192,650,436 | ||||||
NONCONTROLLING INTERESTS | 6,031,956 | 5,823,718 | ||||||
TOTAL EQUITY | 206,098,360 | 198,474,154 | ||||||
TOTAL LIABILITIES AND EQUITY | $ | 367,713,810 | $ | 362,252,155 |
See the accompanying notes to condensed consolidated financial statements
- 4 - -
Wonder Auto Technology, Inc.
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2010 and 2009
(Unaudited)
(Stated in US Dollars)
Three months ended March 31, | ||||||||
2010 | 2009 | |||||||
Cash flows from operating activities | ||||||||
Net income before noncontrolling interests | $ | 5,989,315 | $ | 5,395,059 | ||||
Adjustments to reconcile net income before noncontrolling interests to net cash (used in) provided by operating activities: | ||||||||
Depreciation | 1,668,523 | 1,373,739 | ||||||
Amortization of intangible assets and land use rights | 387,015 | 98,848 | ||||||
Deferred taxes | 2,964 | 125,167 | ||||||
(Recovery of) provision for doubtful accounts | (102,611 | ) | 10,794 | |||||
Provision of obsolete inventories | 71,807 | 19,498 | ||||||
Exchange gain on translating of monetary assets and liabilities | (603,606 | ) | (762,035 | ) | ||||
Loss (gain) on disposal of property, plant and equipment | 33,066 | (296 | ) | |||||
Deferred revenue amortized | (106,296 | ) | (61,329 | ) | ||||
Equity in net income of an non-consolidated affiliate | (548,792 | ) | - | |||||
Share-based compensation | 1,634,895 | - | ||||||
Changes in operating assets and liabilities: | ||||||||
Trade receivables | 1,344,744 | (5,749,760 | ) | |||||
Bills receivable | (8,123,041 | ) | 2,203,465 | |||||
Other receivables, prepayments and deposits | (2,633,496 | ) | 4,142,968 | |||||
Inventories | (4,626,870 | ) | 2,650,725 | |||||
Trade payables | 3,696,142 | 504,105 | ||||||
Early retirement benefit costs | (79,184 | ) | (107,547 | ) | ||||
Other payables and accrued expenses | 652,579 | (2,050,977 | ) | |||||
Provision for warranty | 321,006 | 190,783 | ||||||
Income tax payable | 487,524 | 652,399 | ||||||
Net cash flows (used in) provided by operating activities | $ | (534,316 | ) | $ | 8,635,606 |
See the accompanying notes to condensed consolidated financial statements
- 5 - -
Wonder Auto Technology, Inc.
Condensed Consolidated Statements of Cash Flows (Cont’d)
For the three months ended March 31, 2010 and 2009
(Unaudited)
(Stated in US Dollars)
Three months ended March 31, | ||||||||
2010 | 2009 | |||||||
Cash flows from investing activities | ||||||||
Payments to acquire and for deposits for acquisition of property, plant and equipment | $ | (3,284,627 | ) | $ | (1,422,433 | ) | ||
Proceeds from sales of property, plant and equipment | - | 5,421 | ||||||
Net cash received from Winning | 8,013,693 | - | ||||||
Net cash paid to acquire Applaud - Note 2 | (14,862,577 | ) | - | |||||
Net cash paid for disposal of Jinzhou Jiade - Note 3 | (114,517 | ) | - | |||||
Net cash paid to acquire Yearcity | - | (2,197,500 | ) | |||||
Net cash flows used in investing activities | (10,248,028 | ) | (3,614,512 | ) | ||||
Cash flows from financing activities | ||||||||
Bills payable | (9,981,710 | ) | (14,042,025 | ) | ||||
Decrease in restricted cash | 3,363,077 | 11,092,454 | ||||||
Repayment of secured borrowings | (5,779,980 | ) | (10,662,270 | ) | ||||
Proceeds from secured borrowings | 9,315,450 | 14,064,001 | ||||||
Net cash flows (used in) provided by financing activities | (3,083,163 | ) | 452,160 | |||||
Effect of foreign currency translation on cash and cash equivalents | - | (888 | ) | |||||
Net (decrease) increase in cash and cash equivalents | (13,865,507 | ) | 5,472,366 | |||||
Cash and cash equivalents - beginning of period | 82,414,287 | 8,159,156 | ||||||
Cash and cash equivalents - end of period | $ | 68,548,780 | $ | 13,631,522 | ||||
Supplemental disclosures for cash flow information: | ||||||||
Cash paid for: | ||||||||
Interest | $ | 975,228 | $ | 923,530 | ||||
Income taxes | $ | 908,961 | $ | 103,140 | ||||
Non-cash investing and financing activities: | ||||||||
Acquisition of Yearcity by offsetting with receivable from disposal of an unconsolidated affiliate | $ | - | $ | 5,950,000 | ||||
Settlement of amount due to Hony Capital II, L.P. (“Hony Capital”) by offsetting with amount due from Hony Capital | $ | - | $ | 7,626,804 |
See the accompanying notes to condensed consolidated financial statements
- 6 - -
Wonder Auto Technology, Inc.
Condensed Consolidated Statements of Equity
(Unaudited)
(Stated in US Dollars)
Wonder Auto Technology, Inc. stockholders | ||||||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||||||
Additional | Statutory | other | ||||||||||||||||||||||||||||||
Common stock | paid-in | and other | comprehensive | Retained | Noncontrolling | |||||||||||||||||||||||||||
No. of shares | Amount | capital | reserves | income | earnings | interests | Total | |||||||||||||||||||||||||
Balance, December 31, 2009 | 33,859,994 | $ | 3,386 | $ | 137,542,702 | $ | 10,186,701 | $ | 9,647,051 | $ | 35,270,596 | $ | 5,823,718 | $ | 198,474,154 | |||||||||||||||||
Net income | - | - | - | - | - | 5,781,077 | 208,238 | 5,989,315 | ||||||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | (4 | ) | - | - | (4 | ) | ||||||||||||||||||||||
Share-based compensation | - | - | 1,634,895 | - | - | - | - | 1,634,895 | ||||||||||||||||||||||||
Balance, March 31, 2010 | 33,859,994 | $ | 3,386 | $ | 139,177,597 | $ | 10,186,701 | $ | 9,647,047 | $ | 41,051,673 | $ | 6,031,956 | $ | 206,098,360 |
See the accompanying notes to condensed consolidated financial statements
- 7 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
1. | Corporate information and description of business |
Wonder Auto Technology, Inc. (the “Company”) was incorporated in the State of Nevada on June 8, 2000. The Company’s shares are quoted for trading on the Nasdaq Global Market in the United States.
The Company is principally engaged in the design, development, manufacture and marketing of automotive electrical parts, specifically starters and alternators and manufacturing of engine valves and tappets for motor vehicles mainly in the People’s Republic of China (the “PRC”). The major target markets of the Company’s products are the PRC, South Korea and Brazil.
The products of the Company are suitable for use in a variety of automobiles. However, most of the Company’s products are used in passenger cars with smaller engines having displacement below 1.6 liters. The Company has also begun to manufacture and sell rectifier and regulator products for use in alternators as well as various rods and shafts for use in shock absorbers, alternators and starters.
The Company’s customers include automakers, engine manufacturers and, increasingly, auto parts suppliers.
The raw materials used in the Company’s production are mainly divided into four categories, metal parts, semiconductors, chemicals and packaging materials.
Currently the Company has thirteen subsidiaries:
Company name | Place/date of incorporation or establishment | The Company's effective ownership interest | Common stock/ registered capital | Principal activities | ||||
Wonder Auto Limited (“Wonder”) | British Virgin Islands (“BVI”) / April 16, 2004 | 100% | Ordinary shares: Authorized: 50,000 shares of $1 each, Paid up: 245 shares of $1 each | Investment holding | ||||
Jinzhou Halla Electrical Equipment Co., Ltd. (“Jinzhou Halla”) | The PRC / March 21, 1996 | 100% | Registered capital of $31,900,000 and fully paid up | Manufacturing and selling of starters and alternators | ||||
Jinzhou Dongwoo Precision Co., Ltd. (“Jinzhou Dongwoo”) | The PRC / April 23, 2003 | 50% * | Registered capital of $2,800,000 and fully paid up | Manufacturing and selling of accessories of alternators | ||||
Jinzhou Wanyou Mechanical Parts Co., Ltd. (“Jinzhou Wanyou”) | The PRC / September 21, 2006 | 100% | Registered capital $54,950,000 and fully paid up | Manufacturing and selling of rods and shafts |
- 8 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
1. | Corporate information and description of business (Cont’d) |
Company name | Place/date of incorporation or establishment | The Company's effective ownership interest | Common stock/ registered capital | Principal activities | ||||
Jinzhou Wonder Motor Co., Ltd. (“Wonder Motor”) | The PRC / September 24, 2007 | 100% | Registered capital of $3,500,000 and fully paid up | Development stage company | ||||
Jinzhou Wonder Auto Electrical Equipment Co., Ltd. (“Jinzhou Wonder”) | The PRC / September 24, 2007 | 100% | Registered capital of $5,500,000 and fully paid up | Manufacturing and selling of accessories of starters and alternators | ||||
Jinzhou Hanhua Electrical System Co., Ltd. (“Jinzhou Hanhua”) | The PRC / April 23, 2003 | 50% * | Registered capital of $2,369,000 and fully paid up | Manufacturing and selling of accessories of starters | ||||
Jinzhou Karham Electrical Equipment Co., Ltd. (Jinzhou Karham”) | The PRC / May 20, 2006 | 65% | Registered capital of $950,000 and fully paid up | Manufacturing and selling of accessories of starters | ||||
Fuxin Huirui Mechanical Co., Ltd. (“Fuxin Huirui”) | The PRC / September 24, 2007 | 100% | Registered capital of $3,000,000 and paid up capital of $740,990 | Manufacturing and selling of accessories of alternators | ||||
Yearcity Limited (“Yearcity”) | BVI / March 10, 2005 | 100% | Authorized: 50,000 shares of $1 each, Paid up: 100 share of $1 each | Investment holding | ||||
Jinan Worldwide Auto Accessories Co., Ltd. (“Jinan Worldwide”) | The PRC / February 1956 | 100% | Registered capital of $20,700,000 and fully paid up | Manufacturing and selling of valves and tappets | ||||
Friend Birch Limited (“Friend Birch”) | Hong Kong / November 9, 2005 | 100% | Ordinary shares: Authorized and fully paid up: 10,000 shares of HK$1 each | Investment holding | ||||
Jinzhou Lida Auto Parts Co., Ltd. (“Jinzhou Lida”) | The PRC / October 23, 2008 | 100% | Registered capital of $1,000,000 and fully paid up | Manufacturing and selling of accessories of rods and shafts |
* | The Company obtained the control over those subsidiaries by appointing more than half of members in the board of directors in accordance with those subsidiaries’ Memorandum and Articles of Association of which a valid board action only requires the approval of more than half of board members. |
- 9 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
2. | Acquisition |
On January 18, 2010, Wonder and Yearcity entered into two separate agreements with Novophalt (China) Limited, a company incorporated in BVI, and Wonder Employee Capital Limited (“WECL”), a company incorporated in BVI, for acquisition of their 20.90% and 17.46% equity interests in Applaud Group Limited (“Applaud”) at considerations of HK$62,915,086 (equivalent to approximately $8.12 million) and HK$52,534,672 (equivalent to approximately $6.78 million) respectively. Both considerations were settled in January, 2010. Since Mr. Zhao, a director of the Company, is the sole director and owner of WECL, the acquisition of 17.46% equity interest in Applaud from WECL constituted as a related party transaction.
Applaud, a company incorporated in BVI, is an investment holding company which only holds 50.62% equity interest in Jinheng Automotive Safety Technology Holdings Limited (“Jinheng Holdings”). As a result of acquisition of 38.36% equity interest in Applaud, the Company effectively holds 19.42% equity interest in Jinheng Holdings. Jinheng Holdings is a high-tech automotive parts supplier that is primarily engaged in developing, manufacturing and selling components of automotive passive safety restraint systems (airbag and seatbelt), automotive engine electronic injection management systems (EMS), and components of diesel engines. Jinheng Holdings is listed on the Main Board of Hong Kong Stock Exchange.
Investments in entities over which the Company does not have control, but has significant influence, are accounted for using the equity method of accounting. The Company’s investments in Applaud are reported in the condensed consolidated balance sheets as investment in a non-consolidated affiliate.
Condensed financial data of Applaud was as follows:-
Three months ended | ||||||||
March 31, | ||||||||
(Unaudited) | ||||||||
2010 | 2009 | |||||||
Summary of Operations:- | ||||||||
Revenues | $ | 40,229,986 | $ | - | ||||
Gross profit | 9,267,668 | - | ||||||
Income from operations | 4,457,325 | - | ||||||
Net income | $ | 1,430,687 | $ | - | ||||
Net income attributable to the Company | $ | 548,792 | $ | - |
- 10 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
3. | Disposal of a subsidiary |
On March 1, 2010, the Company disposed of its 100% equity interest in Jinzhou Jiade Machinery Co., Ltd. (“Jinzhou Jiade”) to two independent third parties at a total cash consideration of $2,980,959 and [will be paid within 90 days from March 1, 2010]. The following table summarize the net assets of Jinzhou Jiade disposed of during the three moths ended March 31, 2010 :
Net assets disposed of : | Unaudited | |||
Property, plant and equipment, net | $ | 1,709,036 | ||
Land use right | 472,200 | |||
Current assets | 1,693,493 | |||
Current liabilities | (1,881,860 | ) | ||
Goodwill | 988,090 | |||
2,980,959 | ||||
Gain on disposal of interest in a subsidiary | - | |||
Total consideration, satisfied by cash | $ | 2,980,959 | ||
Analysis of net inflow of cash and cash equivalents in respect of disposal of a subsidiary : | ||||
Cash consideration | $ | 2,980,959 | ||
Cash and cash equivalents disposed of | (114,517 | ) | ||
Outstanding amount included in other receivables, prepayments and deposits | (2,980,959 | ) | ||
Net cash outflow | $ | (114,517 | ) |
4. | Basis of presentation |
The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from these statements pursuant to such rules and regulation and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2009, included in our Annual Report on Form 10-K for the year ended December 31, 2009.
In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three-month periods have been made. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year.
- 11 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
5. | Summary of significant accounting policies |
Principles of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.
Concentrations of credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and trade and bills receivables. As of March 31, 2010, substantially all of the Company’s cash and cash equivalents and restricted cash were held by major financial institutions located in the PRC, which management believes are of high credit quality. With respect to trade and bills receivables, the Company extends credit based on an evaluation of the customer’s financial condition. The Company generally does not require collateral for trade receivables and maintains an allowance for doubtful accounts of trade receivables.
Regarding bills receivable, they are undertaken by the banks to honor the payments at maturity and the customers are required to place deposits with the banks equivalent to certain percentage of the bills amount as collateral. These bills receivable can be sold to any third party at a discount before maturity. The Company does not maintain allowance for bills receivable in the absence of bad debt experience and the payments are undertaken by the banks.
During the reporting periods, customers representing 10% or more of the Company’s condensed consolidated sales are:
Three months ended | ||||||||
March 31, | ||||||||
(Unaudited) | ||||||||
2010 | 2009 | |||||||
Harbin Dongan Automotive Engine Manufacturing Company Limited | $ | 7,441,654 | $ | 4,895,844 | ||||
Beijing Hyundai Motor Company | 3,764,388 | 6,825,112 | ||||||
$ | 11,206,042 | $ | 11,720,956 |
- 12 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
5. | Summary of significant accounting policies (Cont’d) |
Fair value of financial instruments
The Company adopted ASC 820 (previously Statement of Financial Accounting Standards (“SFAS”) No. 157) on January 1, 2008. The adoption of ASC 820 did not materially impact the Company’s financial position, results of operations or cash flows.
ASC 820 requires the disclosure of the estimated fair value of financial instruments including those financial instruments for which fair value option was not elected. Except for secured borrowings disclosed as below, the carrying amounts of the financial assets and liabilities approximate to their fair values due to short maturities or the applicable interest rates approximate the current market rates :-
As of March 31, 2010 | As of December 31, 2009 | |||||||||||||||
(Unaudited) | (Audited) | |||||||||||||||
Carrying amount | Fair value | Carrying amount | Fair value | |||||||||||||
Secured borrowings | $ | 80,776,664 | $ | 81,320,036 | $ | 77,991,500 | $ | 79,500,520 |
The fair values of secured borrowings are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.
Recently issued accounting pronouncements
Accounting for Transfers of Financial Assets (Included in amended Topic ASC 860 “Transfers and Servicing”, previously SFAS No. 166, “Accounting for Transfers of Financial Assets - an Amendment of Financial Accounting Standard Board (“FASB”) Statement No. 140.”). The amended topic addresses information a reporting entity provides in its financial statements about the transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. Also, the amended topic removes the concept of a qualifying special purpose entity, limits the circumstances in which a transferor derecognizes a portion or component of a financial asset, defines participating interest and enhances the information provided to financial statement users to provide greater transparency. The amended topic is effective for the first annual reporting period beginning after November 15, 2009 and was effective for us as of January 1, 2010. The adoption of this amended topic has no material impact on the Company’s financial statements.
- 13 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
5. | Summary of significant accounting policies (Cont’d) |
Recently issued accounting pronouncements (Cont’d)
Consolidation of Variable Interest Entities - Amended (Included in amended Topic ASC 810 “Consolidation”, previously SFAS 167 “Amendments to FASB Interpretation No. 46(R)”). The amended topic requires an enterprise to perform an analysis to determine the primary beneficiary of a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity. The amended topic also requires enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. The amended topic is effective for the first annual reporting period beginning after November 15, 2009 and will be effective for us as of January 1, 2010. The adoption of this amended topic has no material impact on the Company’s financial statements.
The FASB issued Accounting Standards Update (ASU) No. 2009-13, Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements - A Consensus of the FASB Emerging Issues Task Force.” This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted. The management is in the process of evaluating the impact of adopting this ASU update on the Company’s financial statements.
The FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends ASC Topic 820 to require the following additional disclosures regarding fair value measurements: (i) the amounts of transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) reasons for any transfers in or out of Level 3 of the fair value hierarchy and (iii) the inclusion of information about purchases, sales, issuances and settlements in the reconciliation of recurring Level 3 measurements. ASU 2010-06 also amends ASC Topic 820 to clarify existing disclosure requirements, requiring fair value disclosures by class of assets and liabilities rather than by major category and the disclosure of valuation techniques and inputs used to determine the fair value of Level 2 and Level 3 assets and liabilities. With the exception of disclosures relating to purchases, sales, issuances and settlements of recurring Level 3 measurements, ASU 2010-06 was effective for interim and annual reporting periods beginning after December 15, 2009. The disclosure requirements related to purchases, sales, issuances and settlements of recurring Level 3 measurements will be effective for financial statements for annual reporting periods beginning after December 15, 2010. The management is in the process of evaluating the effect of ASC 2010-06 on its financial statements and results of operation and is currently not yet in a position to determine such effects.
- 14 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
5. | Summary of significant accounting policies (Cont’d) |
Recently issued accounting pronouncements (Cont’d)
The FASB issued ASU No. 2010-02, “Consolidation (Topic 810) Accounting and Reporting for Decreases in Ownership of a Subsidiary - a Scope Clarification”. This amendment affects entities that have previously adopted Topic 810-10 (formally SFAS 160). It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The adoption of this ASU update has no material impact on the Company’s financial statements.
In February 2010, the FASB issued ASU 2010-09, Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements, which amends FASB ASC Topic 855, Subsequent Events. The update provides that SEC filers, as defined in ASU 2010-09, are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. The update also requires SEC filers to evaluate subsequent events through the date the financial statements are issued rather than the date the financial statements are available to be issued. The Company adopted ASU 2010-09 upon issuance. This update had no material impact on the financial position, results of operations or cash flows of the Company.
6. | Net finance costs |
Three months ended | ||||||||
March 31, | ||||||||
(Unaudited) | ||||||||
2010 | 2009 | |||||||
Interest income | $ | (89,518 | ) | $ | (318,548 | ) | ||
Interest expenses | 1,137,642 | 999,024 | ||||||
Bills discounting charges | 24,412 | 178,789 | ||||||
Bank charges | 30,967 | 74,115 | ||||||
Net exchange gain | (488,235 | ) | (869,606 | ) | ||||
Finance charges from early retirement benefits cost | 15,560 | 20,215 | ||||||
$ | 630,828 | $ | 83,989 |
- 15 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
7. | Income taxes |
United States
Wonder Auto Technology, Inc. is subject to the United States of America Tax law at tax rate of 34%. No provision for the US federal income taxes has been made as the Company had no taxable income in this jurisdiction for the reporting period.
BVI
Wonder and Yearcity were incorporated in the BVI and, under the current laws of the BVI, are not subject to income taxes.
- 16 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
7. | Income taxes (Cont’d) |
PRC
Corporate income tax (“CIT”) to Jinzhou Halla, Jinzhou Dongwoo, Jinzhou Wanyou, Jinzhou Hanhua, Jinzhou Karham, Fuxin Huirui and Jinan Worldwide in the PRC was charged at 27%, of which 24% is for national tax and 3% is for local tax, of the assessable profits before 2008. The PRC’s legislative body, the National People’s Congress, adopted the unified CIT Law on March 16, 2007. This new tax law replaces the existing separate income tax laws for domestic enterprises and foreign-invested enterprises and became effective on January 1, 2008. Under the new tax law, a unified income tax rates is set at 25% for both domestic enterprises and foreign-invested enterprises. However, there will be a transition period for enterprises, whether foreign-invested or domestic, that are currently receiving preferential tax treatments granted by relevant tax authorities. Enterprises that are subject to an enterprise income tax rate lower than 25% may continue to enjoy the lower rate and will transit into the new tax rate over a five year period beginning on the effective date of the CIT Law. Enterprises that are currently entitled to exemptions for a fixed term will continue to enjoy such treatment until the exemption term expires. Preferential tax treatment will continue to be granted to industries and projects that qualify for such preferential treatments under the new tax law. As approved by the relevant tax authority in the PRC, Jinzhou Halla, Jinzhou Dongwoo, Jinzhou Wanyou, Jinzhou Hanhua, Jinzhou Karham, Fuxin Huirui and Jinan Worldwide were entitled to two years’ exemption from the first profit making calendar year of operations after offset of accumulated taxable losses, followed by a 50% tax reduction for the immediate next three calendar years (“tax holiday”). The tax holiday of Jinzhou Halla commenced in the fiscal financial year of 2001. Accordingly, Jinzhou Halla was subject to tax rate of 13.5% for 2003, 2004 and 2005. Furthermore, Jinzhou Halla, being a Foreign Investment Enterprise (“FIE”), engaged in an advanced technology industry, was approved to enjoy a further three years’ 50% tax reduction for 2006, 2007 and 2008 and thereafter subject to a rate of 15%. The tax holiday of Jinzhou Dongwoo commenced in the fiscal year 2004. Accordingly, Jinzhou Dongwoo was subject to tax rate of 13.5% for 2006 and 2007, and subject to a tax rate of 12.5% for 2008 and 25% for 2009 and thereafter subject to a rate of 25%. Jinzhou Wanyou has elected to commence the tax holiday in the fiscal year 2007. Accordingly, Jinzhou Wanyou will be exempted from CIT for 2007 and 2008 and thereafter entitled to a 50% reduction on CIT tax rate to 12.5% for 2009, 2010 and 2011. The tax holiday of Jinzhou Hanhua commenced in the fiscal year 2005. Accordingly, Jinzhou Hanhua was subject to tax rate of 13.5% for 2007, and subject to a tax rate of 12.5% for 2008 and 2009 and thereafter subject to a rate of 25%. Jinzhou Karham has elected to commence the tax holiday in the fiscal year 2008. Accordingly, Jinzhou Karham will be exempted from CIT for 2008 and 2009 and thereafter entitled to a 50% reduction on CIT tax rate 12.5% for 2010, 2011 and 2012. The tax holiday of Fuxin Huirui commenced in the fiscal year 2008. Accordingly, Fuxin Huirui will be exempted from CIT for 2008 and 2009 and thereafter entitled to a 50% reduction on CIT tax rate 12.5% for 2010, 2011 and 2012. The tax holiday of Jinan Worldwide commenced in the fiscal year of 2006. Accordingly, Jinan Worldwide was subject to tax rate of 12.5% for 2008, 2009 and 2010. Wonder Motor, Jinzhou Wonder, Jinzhou Jiade and Jinzhou Lida is subject to a tax rate of 25%.
- 17 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
8. | Earnings per share |
During the reporting periods, certain share-based awards were not included in the computation of diluted earnings per share because they were anti-dilutive. Accordingly, the basic and diluted earnings per share are the same.
9. | Inventories |
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | (Audited) | |||||||
Raw materials | $ | 12,176,199 | $ | 11,018,873 | ||||
Work-in-progress | 8,333,674 | 5,123,749 | ||||||
Finished goods | 35,892,128 | 36,282,415 | ||||||
56,402,001 | 52,425,037 | |||||||
Provision for obsolete inventories | (1,377,282 | ) | (1,305,475 | ) | ||||
Net | $ | 55,024,719 | $ | 51,119,562 |
10. | Intangible assets |
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | (Audited) | |||||||
Costs: | ||||||||
Goodwill | $ | 23,200,260 | $ | 24,188,350 | ||||
Customer contracts | 49,053 | 49,053 | ||||||
Unpatented know-how with infinite useful life | 1,683,645 | 1,683,645 | ||||||
Unpatented know-how with finite useful life | 7,073,874 | 7,073,874 | ||||||
Trademarks and patents | 417,905 | 417,905 | ||||||
32,424,737 | 33,412,827 | |||||||
Accumulated amortization | (828,846 | ) | (505,107 | ) | ||||
Net | $ | 31,595,891 | $ | 32,907,720 |
- 18 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
11. | Property, plant and equipment |
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | (Audited) | |||||||
Costs: | ||||||||
Buildings | $ | 33,962,185 | $ | 34,951,440 | ||||
Plant and machinery | 46,813,668 | 45,801,702 | ||||||
Furniture, fixtures and equipment | 1,188,794 | 1,211,966 | ||||||
Tools and equipment | 6,330,776 | 5,898,090 | ||||||
Leasehold improvements | 1,061,463 | 1,058,371 | ||||||
Motor vehicles | 2,018,606 | 1,937,461 | ||||||
91,375,492 | 90,859,030 | |||||||
Accumulated depreciation | (20,909,426 | ) | (19,505,275 | ) | ||||
Construction in progress | 2,065,366 | 2,416,574 | ||||||
Net | $ | 72,531,432 | $ | 73,770,329 |
(i) | Pledged property, plant and equipment |
As of March 31, 2010, certain property, plant and equipment with aggregate net book value of $23,610,739 was pledged to bank to secure general banking facilities (note 13(a)).
(ii) | Construction in Progress |
Construction in progress mainly comprises capital expenditures for construction of the Company’s new offices and factories.
12. | Provision for warranty |
(Unaudited) | ||||
Balance as of January 1, 2010 | $ | 2,272,322 | ||
Claims paid for the period | (329,209 | ) | ||
Additional provision for the period | 650,214 | |||
Balance as of March 31, 2010 | $ | 2,593,327 |
- 19 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
13. | Secured borrowings |
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | (Audited) | |||||||
Short-term borrowings | ||||||||
Short-term loans - Note 13(i) | $ | 54,792,450 | $ | 53,164,080 | ||||
Long-term loans - current portion | 3,732,114 | 3,918,699 | ||||||
58,524,564 | 57,082,779 | |||||||
Long-term borrowings - Note 13(ii) | ||||||||
Interest bearing :- | ||||||||
- at 5.35% per annum | 1,026,900 | 1,026,900 | ||||||
- at 5.47% per annum | 15,256,800 | 13,496,400 | ||||||
- at 6.95% per annum | 9,700,514 | 10,304,120 | ||||||
25,984,214 | 24,827,420 | |||||||
Less : current maturities | (3,732,114 | ) | (3,918,699 | ) | ||||
22,252,100 | 20,908,721 | |||||||
$ | 80,776,664 | $ | 77,991,500 |
- 20 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
13. | Secured borrowings (Cont'd) |
Notes :-
(i) | The weighted-average interest rate for short-term loans as of March 31, 2010 and December 31, 2009, were 5.51% and 5.28%, respectively. |
(ii) | Long-term borrowings are repayable as follows :- |
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | (Audited) | |||||||
Within one year | $ | 3,732,114 | $ | 3,918,699 | ||||
After one year but within two years | 6,922,838 | 7,109,424 | ||||||
After two years but within three years | 6,922,838 | 7,109,424 | ||||||
After three years but within four years | 4,628,900 | 3,499,148 | ||||||
After four years but within five years | 2,750,624 | 2,163,825 | ||||||
After five years | 1,026,900 | 1,026,900 | ||||||
$ | 25,984,214 | $ | 24,827,420 |
As of March 31, 2010, the Company’s had total bank lines of credit and borrowings there under as follows :-
Facilities granted | Granted | Amount utilized | Unused | |||||||||
Secured borrowings | $ | 88,111,664 | $ | 80,776,664 | $ | 7,335,000 |
The above secured borrowings were secured by the following :-
(a) | Property, plant and equipment with carrying value of $23,610,739 (note 11); |
(b) | Land use right with carrying value of $4,834,509; |
(c) | Guarantees executed by third parties; |
(d) | Guarantees executed by Yuncong Ma, the Company’s director; and |
(e) | Guarantees executed by a related company of which Mr. Qingjie Zhao (“Mr. Zhao”), a director of the Company, is a director and a shareholder. |
During the reporting periods, there was no covenant requirement under the banking facilities granted to the Company.
- 21 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
14. | Share-based compensation |
The Company granted share options to employees, directors and consultants to reward for services.
Stock option plan
In November 24, 2009, the Board of Directors approved the Wonder Auto Technology, Inc. 2009 Equity Incentive Plan (the “2009 Plan”). The exercise price of the options granted, pursuant to the 2009 Plan, must be at least equal to the fair market value of the Company’s common stock at the date of grant. The 2009 plan will terminate on November 25, 2012.
Pursuant to the 2009 Plan, the Company issued 1,674,400 options with an exercise price of $11.48 per share on November 24, 2009. One third of the options will vest and become exercisable on each of the filing dates of the Company’s Annual Reports on Form 10-K for fiscal years 2009, 2010 and 2011, respectively, upon the achievement of certain income thresholds which set to be $23 million for fiscal year 2009, $34.5 million for fiscal year 2010 and $42.3 million for fiscal year 2011.
A summary of share option plan activity for the three-months ended March 31, 2010 is presented below:
Remaining | Aggregate | ||||||||||||
Number of | Exercise price | contractual | intrinsic | ||||||||||
shares | per share | Term | value (1) | ||||||||||
Outstanding as of January 1, 2010 | 1,674,400 | $ | 11.48 | ||||||||||
Granted | - | - | |||||||||||
Exercised | - | - | |||||||||||
Forfeited | - | - | |||||||||||
Cancelled | - | - | |||||||||||
Outstanding as of March 31, 2010 | 1,674,400 | $ | 11.48 | 2 years | $ | - | |||||||
Exercisable as of March 31, 2010 | - | $ | - | - | $ | - |
(1) | No aggregate intrinsic value as the exercise price of options ($11.48) is in excess of the values of the Company’s closing stock price on March 31, 2010 ($10.58). |
The grant-date fair values of options granted for 2009, 2010 and 2011 are $3.47, $7.22 and $8.91 per share respectively. Compensation expense of $1,634,895 arising from abovementioned share options granted was recognized for three months ended March 31, 2010.
- 22 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
14. | Share-based compensation (Cont’d) |
The fair values of the above option awards were estimated on the date of grant using the Black-Scholes Option Valuation Model and graded vesting method together with the following assumptions.
2009 | 2010 | 2011 | ||||||||||
Expected volatility | 80.02 | % | 127.81 | % | 140.72 | % | ||||||
Expected dividends | Nil | Nil | Nil | |||||||||
Expected life | 1.4 years | 2.4 years | 3.4 years | |||||||||
Risk-free interest rate | 0.28 | % | 0.73 | % | 1.22 | % |
As of March 31, 2010, there were unrecognized compensation costs of $8,132,583 related to the above non-vested share options which is expected to be recognized over the 2 years.
15. | Commitments and contingencies |
(a) | Capital commitment |
As of March 31, 2010, the Company had capital commitments amounting to $4,176,741 in respect of the acquisition of property, plant and equipment which were contracted for but not provided in the financial statements.
(b) | Operating lease arrangement |
As of March 31, 2010, the Company had no non-cancelable operating leases for its property, plant and equipment.
The rental expense relating to the operating leases was $Nil and $108,055 for the three months ended March 31, 2010 and 2009 respectively.
(c) | Guarantee |
During the year, the Company has acted as guarantor for bank loans amounting to approximately $14,670,000 granted to two independence third parties. These two third parties also provided guarantees for bank loans amounting to approximately $13.5 million granted to the Company (Note 13(c)). None of our directors, director nominees or executive officers is involved in normal operation or investing in the business of the guaranteed third parties. All the third parties have a healthy financial position as of March 31, 2010.
- 23 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
15. | Commitments and contingencies (Cont’d) |
(c) | Guarantee (cont’d) |
All the above guarantees have no recourse provision that would enable the Company to recover from third parties of any amounts paid under the guarantees and any assets held either as collateral or by third parties that the Company can obtain or liquidate to recover all or a portion of the amounts paid under the guarantees.
If the third parties fail to perform under their contractual obligation, the Company will make future payments including the contractual principal amounts, related interests and penalties.
The following table summarizes the Company’s maximum exposure as for March 31, 2010 in relation to the guarantee given to the third parties:-
Guarantee | Bank facilities date | Expiry date | Interest rate (per annum) | Loan/bills amount | Principal repaid up to March 31, 2010 | Outstanding as of March 31, 2010 | Outstanding interest as of March 31, 2010 | Estimated exposure | ||||||||||||||||||||||||
Third party A- Note | 5.2009 | 5.2010 | 5.31 | % | $ | 2,934,000 | - | $ | 2,934,000 | $ | 25,966 | $ | 2,959,966 | |||||||||||||||||||
7.2009 | 7.2010 | 5.31 | % | 2,934,000 | - | 2,934,000 | 51,932 | 2,985,932 | ||||||||||||||||||||||||
12.2009 | 6.2010 | Nil | 1,467,000 | - | 1,467,000 | - | 1,467,000 | |||||||||||||||||||||||||
Third party B- Note | 6.2009 | 6.2010 | 5.31 | % | 4,401,000 | - | 4,401,000 | 58,423 | 4,459,423 | |||||||||||||||||||||||
5.2009 | 5.2010 | 5.31 | % | 2,934,000 | - | 2,934,000 | 25,966 | 2,959,966 | ||||||||||||||||||||||||
$ | 14,670,000 | - | $ | 14,670,000 | $ | 162,287 | $ | 14,832,287 | ||||||||||||||||||||||||
Maximum exposure | $ | 14,832,287 |
Management has assessed the fair value of the obligation arising from the above financial guarantees and considered it is immaterial to the consolidated financial statements. Therefore, no obligations in respect of the above guarantees were recognized as of March 31, 2010.
The Company has never incurred costs to settle liabilities in relation to these guarantee agreements. As of March 31, 2010, the Company had not accrued a liability for these guarantees because the likelihood of incurring a payment obligation in connection with these guarantees is remote.
- 24 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
16. | Defined contribution plan |
Pursuant to the relevant PRC regulations, the Company is required to make contributions at a rate of 30.6% to 45% of employees’ salaries and wages to a defined contribution retirement scheme organized by a state-sponsored social insurance plan in respect of the retirement benefits for the Company’s employees in the PRC. The only obligation of the Company with respect to retirement scheme is to make the required contributions under the plan. No forfeited contribution is available to reduce the contribution payable in the future years. The defined contribution plan contributions were charged to the condensed consolidated statements of income. The Company contributed $1,030,671 and $537,577 for the three months ended March 31, 2010 and 2009 respectively.
- 25 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
17. | Segment information |
The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operating results solely by monthly revenue of alternators, starters and rods and shafts and operating results of the Company and, as such, the Company has determined that the Company has four operating segments as defined by ASC 280, “Segments Reporting” (previously SFAS 131): Alternators, starters, rods and shafts and valves and tappets.
Alternators | Starters | Rods and shafts | Valves and Tappets | Total | ||||||||||||||||||||||||||||||||||||
Three months ended | Three months ended | Three months ended | Three months ended | Three months ended | ||||||||||||||||||||||||||||||||||||
March 31, | March 31, | March 31, | March 31, | March 31, | ||||||||||||||||||||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||||||||||||
Revenue from external customers | $ | 19,480,288 | $ | 14,381,141 | $ | 20,094,847 | $ | 13,292,274 | $ | 7,366,654 | $ | 4,987,442 | $ | 16,678,776 | $ | 7,315,163 | $ | 63,620,565 | $ | 39,976,020 | ||||||||||||||||||||
Interest income | 29,411 | 29,974 | 27,672 | 24,841 | 9,352 | 1,129 | 11,272 | 262,516 | 77,707 | 318,460 | ||||||||||||||||||||||||||||||
Interest expenses | 429,648 | 396,997 | 413,951 | 350,903 | 129,380 | 28,727 | 189,075 | 401,186 | 1,162,054 | 1,177,813 | ||||||||||||||||||||||||||||||
Amortization | 32,744 | 32,744 | 31,660 | 31,346 | 278,322 | - | 29,496 | 29,475 | 372,222 | 93,565 | ||||||||||||||||||||||||||||||
Depreciation | 402,541 | 362,118 | 463,366 | 332,013 | 169,495 | 106,324 | 596,126 | 540,469 | 1,631,528 | 1,340,924 | ||||||||||||||||||||||||||||||
Segment profit | 2,391,061 | 2,683,842 | 1,912,208 | 2,045,953 | 1,464,895 | 1,371,568 | 3,134,010 | 449,375 | 8,902,174 | 6,550,738 | ||||||||||||||||||||||||||||||
Expenditure for segment assets | $ | 379,802 | $ | 378,810 | $ | 366,529 | $ | 437,062 | $ | 1,058,145 | $ | - | $ | 1,790,580 | $ | 113,232 | $ | 3,595,056 | $ | 929,104 |
Alternators | Starters | Rods and shafts | Valves and Tappets | Total | ||||||||||||||||||||||||||||||||||||
March 31, | December 31, | March 31, | December 31, | March 31, | December 31, | March 31, | December 31, | March 31, | December 31, | |||||||||||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||||||||||||
(Unaudited) | (Audited) | (Unaudited) | (Audited) | (Unaudited) | (Audited) | (Unaudited) | (Audited) | (Unaudited) | (Audited) | |||||||||||||||||||||||||||||||
Segment assets | $ | 94,744,973 | $ | 99,396,049 | $ | 90,140,600 | $ | 90,140,219 | $ | 60,314,549 | $ | 61,480,760 | $ | 78,111,073 | $ | 71,258,841 | $ | 323,311,195 | $ | 322,275,869 |
- 26 - -
Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
17. | Segment information (Cont’d) |
A reconciliation is provided for unallocated amounts relating to corporate operations which is not included in the segment information.
Three months ended | ||||||||
March 31, | ||||||||
(Unaudited) | ||||||||
2010 | 2009 | |||||||
Total consolidated revenue | $ | 63,620,565 | $ | 39,976,020 | ||||
Total profit for reportable segments | $ | 8,902,174 | $ | 6,550,738 | ||||
Unallocated amounts relating to operations: | ||||||||
Interest income | 11,811 | 88 | ||||||
Equity in net income of an non-consolidated affiliate | 548,792 | - | ||||||
Finance costs | (230 | ) | (335 | ) | ||||
Amortization | (14,793 | ) | (5,283 | ) | ||||
Depreciation | (36,995 | ) | (32,815 | ) | ||||
Share-based compensation | (1,634,895 | ) | - | |||||
Other general expenses | (338,459 | ) | (197,329 | ) | ||||
Income before income taxes and noncontrolling interests | $ | 7,437,405 | $ | 6,315,064 |
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | (Audited) | |||||||
Assets | ||||||||
Total assets for reportable segments | $ | 323,311,195 | $ | 322,275,869 | ||||
Cash and cash equivalents | 24,947,333 | 28,037,032 | ||||||
Other receivables | 149,856 | 8,177,536 | ||||||
Deposit for acquisition of property, plant and equipment | 20,286 | 96,863 | ||||||
Inventories | 184,908 | 185,354 | ||||||
Intangible assets | 374,138 | 383,719 | ||||||
Investment in a non-consolidated affiliate | 15,411,369 | - | ||||||
Land use right | 1,004,314 | 927,240 | ||||||
Property, plant and equipment | 2,310,411 | 2,168,542 | ||||||
$ | 367,713,810 | $ | 362,252,155 |
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Wonder Auto Technology, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
17. | Segment information (Cont’d) |
All of the Company’s long-lived assets are located in the PRC. Geographic information about the revenues, which are classified based on the customers, is set out as follows:
Three months ended | ||||||||
March 31, | ||||||||
(Unaudited) | ||||||||
2010 | 2009 | |||||||
PRC | $ | 55,710,619 | $ | 36,976,425 | ||||
South Korea | 1,321,699 | 535,543 | ||||||
Brazil | 2,007,497 | 1,549,252 | ||||||
Mexico | 755,882 | 10,725 | ||||||
United States | 3,608,289 | 689,608 | ||||||
Others | 216,579 | 214,467 | ||||||
Total | $ | 63,620,565 | $ | 39,976,020 |
18. | Related parties transactions |
Apart from the information as disclosed in notes 2 and 13 to the financial statements, the Company had no other material transactions with its related parties during the periods.
19. | Subsequent events |
The Company evaluated all events or transactions that occurred after March 31, 2010 and has determined that there is no material recognizable nor subsequent events or transactions which would require recognition or disclosure in the financial statements, other than noted herein.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains 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. Also, when we use any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, we are making forward-looking statements. These forward-looking statements are not guaranteed and are based on our present intentions and on our present expectations and assumptions. These statements, intentions, expectations and assumptions involve risks and uncertainties, some of which are beyond our control, that could cause actual results or events to differ materially from those we anticipate or project. These statements include, among other things, statements relating to:
· | our expectations regarding the market for our automotive products; |
· | our expectations regarding the continued growth of the automotive industry; |
· | our beliefs regarding the competitiveness of our automotive products; |
· | our expectations regarding the expansion of our manufacturing capacity; |
· | our expectations with respect to increased revenue and earnings growth and our ability to increase our production volumes; |
· | our future business development, results of operations and financial condition; |
· | competition from other manufacturers of automotive electrical products; |
· | the loss of any member of our management team; |
· | our ability to integrate acquired subsidiaries and operations into existing operations; |
· | market conditions affecting our equity capital; |
· | our ability to successfully implement our selective acquisition strategy; |
· | changes in general economic conditions; and |
· | changes in accounting rules or the application of such rules. |
Additional disclosures regarding factors that could cause our results and performance to differ from results or performance anticipated by this Report are discussed in other reports that we file with the SEC, including without limitation our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, or the 2009 Form 10-K. Readers are urged to carefully review and consider the various disclosures made by us in this Report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects.
Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should not place undue reliance on these forward-looking statements, as events described or implied in such statements may not occur.
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Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
Certain Terms
Except as otherwise indicated by the context, references in this report to “Company,” “WATG,” “we,” “us” and “our” are references to the combined business of Wonder Auto Technology, Inc., a Nevada corporation, and its subsidiaries on a consolidated basis. Unless the context otherwise requires, all references to:
· “Friend Birch” are references to Friend Birch Limited, a Hong Kong company and a direct, wholly owned subsidiary of the Company;
· “Fuxin Huirui” are references to Fuxin Huirui Mechanical Co., Ltd., a corporation incorporated in the People’s Republic of China and an indirect, wholly owned subsidiary of the Company;
· “Jinan Worldwide” are references to Jinan Worldwide Auto Accessories Co., Ltd., a corporation incorporated in the People’s Republic of China and an indirect, wholly owned subsidiary of the Company;
· “Jinzhou Dongwoo” are references to Jinzhou Dongwoo Precision Co., Ltd., a corporation incorporated in the People’s Republic of China and an indirect, 50% owned subsidiary of the Company;
· “Jinzhou Equipment” are references to Jinzhou Wonder Auto Electrical Equipment Co., Ltd., a corporation incorporated in the People’s Republic of China and an indirect, wholly owned subsidiary of the Company;
· “Jinzhou Halla” are references to Jinzhou Halla Electrical Equipment Co., Ltd., a corporation incorporated in the People’s Republic of China and an indirect, wholly owned subsidiary of the Company;
· “Jinzhou Hanhua” are references to Jinzhou Hanhua Electrical System Co., Ltd., a corporation incorporated in the People’s Republic of China and an indirect, 50% owned subsidiary of the Company;
· “Jinzhou Karham” are references to Jinzhou Karham Electrical Equipment Co., Ltd., a corporation incorporated in the People’s Republic of China and an indirect, 65% owned subsidiary of the Company;
· “Jinzhou Lida” are references to Jinzhou Lida Auto Parts Co., Ltd., a corporation incorporated in the People’s Republic of China and an indirect, 50% owned subsidiary of the Company;
· “Jinzhou Motor” are references to Jinzhou Wonder Motor Co., Ltd., a corporation incorporated in the People’s Republic of China and an indirect, wholly owned subsidiary of the Company;
· “Jinzhou Wanyou” are references to Jinzhou Wanyou Mechanical Parts Co., Ltd., a corporation incorporated in the People’s Republic of China and an indirect, wholly owned subsidiary of the Company;
· “Wonder Auto” are references to Wonder Auto Limited, a British Virgin Islands company and a direct, wholly owned subsidiary of the Company;
· “SEC” are references to the United States Securities and Exchange Commission;
· “Securities Act” are references to Securities Act of 1933, as amended, and “Exchange Act” are to the Securities Exchange Act of 1934, as amended.
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· “China” and “PRC” are references to People’s Republic of China;
· “RMB” are references to Renminbi, the legal currency of China; and
· “U.S. dollar,” “$” and “US$” are references to the legal currency of the United States.
OVERVIEW
Wonder Auto Technology, Inc. is a Nevada holding company whose China-based operating subsidiaries are primarily engaged in business of designing, developing, manufacturing and selling automotive electric parts, suspension products and engine components. Our products include alternators, starters, engine valves and tappets, and rods and shafts for use in shock absorber systems. We have been producing alternators and starters in China since 1997, and according to the China Association of Automobile Manufacturers, or CAAM, in 2009 we ranked second and fourth in sales revenue in the Chinese market for automobile alternators and starters, respectively. Our subsidiary Jinan Worldwide, which we acquired in October 2008, has been producing engine valves and tappets for over 50 years. We believe we are now one of the largest manufacturers of engine valves and tappets in China in terms of sales volume as a result of the acquisition.
Our products are used in a wide range of passenger and commercial automobiles, and we are especially focused on the fast-growing small- to medium-engine passenger vehicle market. We sell our products primarily within China to well-known domestic and international automobile original equipment manufacturers, or OEMs, engine manufacturers and automotive parts suppliers. We are increasingly exporting our products to international markets.
First Quarter Financial Performance Highlights
Despite the overall economic slowdown in the global economy, we continued to experience strong demand for our products during the first fiscal quarter of 2010, which resulted in continued growth in our sales revenue and net income. The automobile market in China, especially the market for small engine automobiles, continued to expand in the first quarter of 2010 due, in part, to the implementation of new PRC consumption tax regulations and the promulgation of new regulations which urge government agencies to use tax breaks and incentives and preferential oil-pricing policies to encourage consumers to buy low-emission automobiles. We were able to capitalize on these policies and the overall growth trend in our market segments during the first fiscal quarter of 2010.
In this quarter, through two separate transactions, we acquired an aggregate of 38.36% of equity interest in Applaud Group Limited (“Applaud”) for a total cash consideration of HK$115.4 million. Applaud is a British Virgin Islands corporation and has no assets other than its current ownership of 50.62% of equity interest in Jinheng Automotive Safety Technology Holdings Limited (“Jinheng Holding”). As a result of the acquisition, we became the largest shareholder of Applaud and, thereby, owner of 19.42% of Jinheng Holdings as of the date of this report. Jinheng Holdings is a high-tech automotive parts supplier that is primarily engaged in developing, manufacturing and selling components of automotive passive safety restraint systems (airbag and seatbelt), automotive engine electronic injection management systems, and components of diesel engines. Jinheng Holdings is listed on the Main Board of Hong Kong Stock Exchange. Our CEO and chairman, Qingjie Zhao, is an executive director of Jinheng Holdings. Please see our current report on Form 8-K filed on January 20, 2010 for more details.
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The following are some financial highlights for the first quarter of 2010:
· | Sales revenue increased 59.1% year-over-year to approximately $63.6 million; |
· | Gross profit rose 54.8% year-over-year to approximately $15.6 million from approximately $10.1 million; |
· | Non-GAAP Net income attributable to Wonder Auto increased 43.4% year-over-year to approximately $7.4 million; |
· | Non-GAAP EPS was approximately $0.22, representing a 14.2% increase from approximately $0.19 compared with first quarter 2009; |
· | Sales revenue from outside PRC increased approximately $4.9 million, or 163.7% year-over-year, from approximately $3.0 million in the first quarter 2009, or increased to 12.4% of total sales revenue from 7.5% in the first quarter 2009. |
Our net income for the periods ended March 31, 2010 and 2009 was $5.8 million and $5.2 million, respectively. Our earnings per share for the periods ended March 31, 2010 and 2009 was $0.17 and $0.19, respectively. Our net income and earnings per share were materially impacted by non-cash share-based employee compensation recognized pursuant to Accounting Standard Codification (“ASC”) 718. On November 24, 2009, we granted options to purchase a total of 1,674,400 shares of our common stock to certain officers, directors and employees with an exercise price of $11.48 per share. As a result, we incurred a non-cash share-based employee compensation of $1.6 million in the three months ended March 31, 2010. In the table below, we have presented a non-GAAP financial disclosure to provide a quantitative analysis of the impact of the non-cash employee compensation on our net income and earnings per share. We caution readers that “Non-GAAP net income attributable to the company” and “Non-GAAP EPS” are non-GAAP measures and do not purport to be alternatives to operating income, net income or earnings per share as a measure of operating performance. Management believes that these measures are useful to investors and other users of our financial information in evaluating operating profitability because non-cash shared-based employee compensation does not require the use of current assets, management does not include it in its analysis of our financial results or how we allocate our resources. It is management’s intent to provide this non-GAAP financial information to enhance understanding of our GAAP financial statements and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. The non-GAAP measure of “Non-GAAP net income attributable to the company” and “Non-GAAP EPS” presented herein may be determined or calculated differently by other companies.
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(all amounts in thousands of U.S. dollars)
Three Months ended March 31, 2010 | Three Months ended March 31, 2009 | |||||||
Net income attributable to Wonder Auto Technology, Inc. common stockholders | $ | 5,781 | $ | 5,172 | ||||
Share-based compensation | 1,635 | - | ||||||
Non-GAAP net income attributable to Wonder Auto Technology, Inc. common stockholders | $ | 7,416 | $ | 5,172 | ||||
GAAP EPS | $ | 0.17 | $ | 0.19 | ||||
Non-GAAP EPS | $ | 0.22 | $ | 0.19 |
Results of Operations
Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
The following table sets forth key components of our results of operations for the periods indicated, in dollars and as a percentage of sales revenue.
(All amounts, other than percentages, in thousands of U.S. dollars)
Item | 3-Month Period Ended March 31, 2010 (Unaudited) | 3-Month Period Ended March 31, 2009 (Unaudited) | ||||||||||||||
In thousands | As a percentage of sales revenue | In thousands | As a percentage of sales revenue | |||||||||||||
Sales revenue | $ | 63,621 | 100.0 | % | $ | 39,976 | 100.0 | % | ||||||||
Cost of sales | 47,995 | 75.4 | % | 29,882 | 74.7 | % | ||||||||||
Gross profit | 15,626 | 24.6 | % | 10,094 | 25.3 | % | ||||||||||
Operating expenses | ||||||||||||||||
Administrative expenses (included share-based compensation of $1,478 in 2010, $0 in 2009) | 5,079 | 8.0 | % | 2,316 | 5.8 | % | ||||||||||
Research and development costs (included share-based compensation of $92 in 2010, $0 in 2009) | 1,350 | 2.1 | % | 456 | 1.1 | % | ||||||||||
Selling expenses (included share-based compensation of $65 in 2010, $0 in 2009) | 2,408 | 3.8 | % | 1,213 | 3.0 | % | ||||||||||
Total operating expenses | 8,837 | 13.9 | % | 3,985 | 10.0 | % | ||||||||||
Income before income taxes and non-controlling interests | 7,437 | 11.7 | % | 6,315 | 15.8 | % | ||||||||||
Income taxes | 1,448 | 2.3 | % | 920 | 2.3 | % | ||||||||||
Net income attributable to non-controlling interests | 208 | 0.3 | % | 223 | 0.6 | % | ||||||||||
Net Income attributable to Wonder Auto Technology, Inc. common stockholders | 5,781 | 9.1 | % | 5,172 | 12.9 | % |
Sales Revenue. Our sales revenue is generated from sales of our alternator and starter products, rods and shafts, and engine valves and tappets. Sales revenue increased by approximately $23.6 million, or 59.1%, to approximately $63.6 million for the three months ended March 31, 2010, compared with approximately $40.0 million for the same period last year. This increase was mainly attributable to the higher sales volume resulting from the increased market demand for our products in and outside China.
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Sales revenue from China increased by approximately $18.7 million, or 50.7%, to approximately $55.7 million in the first quarter of 2010, as compared to approximately $37.0 million for the same period last year. This increase was mainly attributable to the higher sales volume driven by the increased market demand for our products in expanded automobile market. Sales revenue outside China increased by approximately $4.9 million, or 163.7%, to approximately $7.9 million in the first quarter of 2010, compared with approximately $3.0 million for the same period last year. This increase was mainly attributable to the recovery of international automobile market. Export sales accounted for approximately 12.4% of our total sales revenue in this quarter.
Sales Revenue by Product Segments
(all amounts, other than percentages, in thousands of U.S. dollars)
Three Months Ended March 31, | Percent change | |||||||||||
Components of Sales Revenue | 2010 | 2009 | 2010 v. 2009 | |||||||||
Alternator | $ | 19,480 | $ | 14,381 | 35.5 | % | ||||||
Starter | 20,095 | 13,292 | 51.2 | % | ||||||||
Rod and shaft | 7,367 | 4,987 | 47.7 | % | ||||||||
Engine valve and tappet | 16,679 | 7,315 | 128.0 | % | ||||||||
Total sales revenue | 63,621 | 39,976 | 59.1 | % |
Revenue By Geographic Areas
(all amounts in thousands of U.S. dollars)
Three Months Ended December 31, | ||||||||
2010 | 2009 | |||||||
PRC | $ | 55,711 | $ | 36,976 | ||||
South Korea | 1,322 | 536 | ||||||
Brazil | 2,007 | 1,549 | ||||||
Mexico | 756 | 11 | ||||||
United States | 3,608 | �� | 690 | |||||
Others | 217 | 214 | ||||||
Total | 63,621 | 39,976 |
Sales revenue from alternators and starters was $19.5 million and $20.1 million respectively, in the three months ended March 31, 2010, as compared to $14.4 million and $13.3 million in the same quarter last year, respectively. Sales in China continue to be our major source of sales revenue. Sales revenue from sales of alternators and starter in China increased by approximately $10.2 million or 37.8% to approximately $37.3 million in the three months ended March 31, 2010 from $27.1 million of the same quarter in 2009. The increase mainly resulted from the overall growth in the automobile market in China, especially the market for mid-to-small engine automobiles.
Sales revenue from rods and shafts was $7.4 million in the three months ended March 31, 2010, an increase of $2.4 million from the same period last year. The increase was mainly due to export sales increase of approximately $1.5 million. Sales of engine valve and tappet were approximately $16.7 million in the first quarter of 2010, up $9.4 million from the same period last year. This increase was mainly attributable to an approximately $7.7 million increase in domestic sales driven by increased sales volume.
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Cost of Sales. Our cost of sales is primarily comprised of the costs of our raw materials, labor and overhead. Our cost of sales increased by approximately $18.1 million, or 60.6%, to approximately $48.0 million for the three months ended March 31, 2010 from approximately $29.9 million during the same period in 2009. This increase was mainly due to the increase of our sales volume. As a percentage of sales revenue, the cost of sales increased slightly by approximately 0.7% to 75.4 % during the three months ended March 31, 2010 from 74.7 % for the same period of 2009. The slight percentage increase in the first quarter of 2010 was due to fact that a large portion of our total sales revenue was generated from alternators and starters with mid-to-small displacement as compared to the same period last year. Our alternators and starters with small displacement generally have a lower margin than our alternators and starters with larger displacement.
Gross Profit. Our gross profit is equal to the difference between our sales revenue and our cost of sales. Our gross profit increased by approximately $5.5 million, or 54.8 %, to approximately $15.6 million for the three months ended March 31, 2010, compared with approximately $10.1 million for the same period in 2009 as a result of increased sales volume driving by the strong market demand for our products. Gross margin was 24.6 % for the three-month period ended March 31, 2010, as compared to 25.3 % of the same period last year. Such slight decrease was mainly due to the increase of the cost of sales on a percentage basis as discussed above.
Total Operating Expenses. Our total operating expenses increased by approximately $4.9 million, or 121.7 %, to approximately $ 8.8 million for the three months ended March 31, 2010, as compared to approximately $4.0 million for the same period in 2009. As a percentage of sales revenue, our total expenses increased to 13.9% for the three months ended March 31, 2010, compared from 10.0% for the same period last year. The percentage increase was primarily attributable to the increase of non-cash share-based compensation, selling expenses and research and development expenses as discussed below.
Administrative Expenses. Administrative expenses consist of the costs associated with staff and support personnel who manage our business activities, and professional fees paid to third parties. Our administrative expenses increased by approximately $2.8 million, or 119.3%, to approximately $5.1 million for the three months ended March 31, 2010, from approximately $2.7 million for the same period last year. As a percentage of sales revenue, administrative expenses increased to 8.0% for the three month ended March 31, 2010, from 5.8% for same period last year. The increases were mainly due to the non-cash share-based compensation of approximately $1.5 million incurred this quarter as a result of the employee stock option grant made in November 2009, with the remainder being mostly attributable to consolidation of the operating results of Friend Birch and the increased professional expenses related to our investment in Applaud Group Limited.
Research and Development Expenses. Research and development expenses consist of amounts spent on developing new products and enhancing our existing products, and expenses of the R&D staff and support personnel. Our research and development expenses increased by $893,297, or 195.8%, to approximately $1.3 million for the three months ended March 31, 2010, from $456,232 for the same period last year. As a percentage of sales revenue, research and development expenses increased to 2.1% for three month ended March 31, 2010, from 1.1% for the same period last year. The increases were mainly due to the increased expenses associated with development of alternative energy vehicle components, and a non-cash share-based compensation of $91,782 as a result of the employee stock option grant made in November 2009.
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Selling Expenses. Selling expenses include the cost of salaries and fringe benefits of sales personnel, provision for products warranties, freight, warehouse expenses, advertising and promotional materials, sales commissions and other sales related costs. Our selling expenses increased by approximately $1.2 million, or 98.6%, to approximately $2.4 million for the three months ended March 31, 2010, from approximately $1.2 million for the same period last year. As a percentage of sales revenue, selling expenses increased to 3.8% for three months ended March 31, 2010, from 3.0% for the same period last year. The increase in percentage was mainly due to the increase in salaries resulting from the increased sales personnel. We also incurred more costs for advertising and promotional activities in effort to expand market share. The increases in amount was mainly due to the non-cash share-based compensation of $65,419 as a result of the employee stock option grant made in November 2009, with the remainder being mostly attributable to the increased provision for product warranties and freight resulting from the increased sales volume, as well as the increased salary and costs associated with advertising and promotional activities as discussed above.
Net finance costs. Net finance costs include interest income, interest expenses, bill discounting charges and net exchange (gain) loss. Our net finance cost increased by $546,839, or 651.1% to $630,828 for the three months ended on March 31, 2010 from $83,989 for the same period last year. The increase of net finance cost was mainly due to the increase in the interest expenses which resulted from the increased bank loans of approximately $18.1 million as of March 31, 2010, and the decrease in interest income resulting from the decrease of restricted cash in this quarter.
Income before Income Taxes and Non-controlling Interests. Income before income taxes and non-controlling interests increased by approximately $1.1 million or 17.8 %, to approximately $7.4 million during the three months ended March 31, 2010 from approximately $6.3 million during the same period in 2009. Income before income taxes as a percentage of sales revenue increased to 11.7 % during the three months ended March 31, 2010, as compared to 15.8% for the same period last year due to the factors described above.
Income taxes. Our income taxes increased by $528,085, or 57.4%, to approximately $1.4 million for the three months ended March 31, 2010 from $920,005 for the same period last year. Our effective income tax rate was approximately 19.5% for the first quarter in 2010, as compared to 14.6% for the same period last year.
Net Income attributable to Non-controlling Interests. Our financial statements reflect an adjustment to our consolidated group net income, and our net income attributable to non-controlling interests decreased $15,197, or 6.8% to $208,238 for the first quarter in 2010 from $223,435 for the same period last year, reflecting the net income attributable to non-controlling interests held by third parties in Jinzhou Dong Woo, Jinzhou Hanhua and Jinzhou Karham.
Net Income attributable to Wonder Auto Technology, Inc. common stockholders. Our net income attributable to Wonder Auto Technology, Inc. common stockholders increased by approximately $609,453, or 11.8%, to approximately $5.8 million during the three months ended March 31, 2010 from approximately $5.2 million during the same period last year, as a result of the factors described above.
Business Segment Information
Our business operations can be categorized into four segments based on the type of products we manufacture and sell, specifically (i) alternators, (ii) starters, (iii) rods and shafts, and (iv) engine valves and tappets.
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We manufacture and sell both our alternators and starters using largely the same facilities, personnel and other resources in our subsidiary Jinzhou Halla. Rods and shafts are mainly manufactured by our subsidiary Jinzhou Wanyou. Valves and tappets are manufactured by our subsidiary Jinan Worldwide.
Additional information regarding our products can be found at Note 17 in our unaudited consolidated financial statements contained under Part I, Item I “FINANCIAL STATEMENTS” above.
Liquidity and Capital Resources
As of March 31, 2010, we had cash and cash equivalents of approximately $68.5 million and restricted cash of $11.8 million. The following table sets forth a summary of our cash flows for the periods indicated:
Statement of Cash Flow
(All amounts in thousands of U.S. dollars)
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Net cash (used in) provided by operating activities | $ | (534 | ) | $ | 8,636 | |||
Net cash (used in) investing activities | $ | (10,248 | ) | $ | (3,615 | ) | ||
Net cash (used in) provided by financing activities | $ | (3,083 | ) | $ | 451 | |||
Effect of foreign currency translation on cash and cash equivalents | $ | $ | ||||||
Net cash flow | $ | (13,866 | ) | $ | 5,472 |
Operating Activities: Net cash used in operating activities was approximately $534,316 for the three-month period ended March 31, 2010 compared to approximately $8.6 million of net cash provided by operating activities for the same period in 2009. The most significant reason for the change in operating activities for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009 was an increase of $8.1 million in bills receivable whereas it decreased $2.2 million in the same quarter last year.
Investing Activities:
Our main uses of cash for investing activities during the three months ended March 31, 2010 were for the acquisition of property, plant and equipment and the acquisition of Applaud.
Net cash used in investing activities for the three months ended March 31, 2010 was approximately $10.2 million as compared to approximately $3.6 million in the same period in 2009. We paid approximately $14.9 million related to the investment in Applaud in the first quarter of 2010.
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Financing Activities:
Our financing activities include new bank loans, repayment of bank loans, settlement of bills payable, and pledges of restricted cash for issuing bills payable.
Net cash used in financing activities was approximately $3.1 million for the first quarter of 2010 as compared to $452,160 of net cash provided by financing activities for the first quarter of 2009. As a result of the proceeds from our public offering closed in November 2009, we have adequate capital and reduced our capital raising activities in the three months ended March 31, 2010.
Our debt-to-equity ratio was 40.4% as of March 31, 2010. We plan to maintain our debt-to-equity ratio below 60%, increase the long-term loans, and decrease the short-term loans. We believe we currently maintain a good business relationship with many banks.
As of March 31, 2010, the amount, maturity date and term of each of our bank loans are as follows.
(All amounts in millions of U.S. dollars)
Banks | Amounts | Maturity Date | Term | ||||||
Bank of China* | $ | 2.9 | August 16, 2010 | 1 year | |||||
Bank of China* | 4.4 | November 26, 2010 | 1 year | ||||||
Bank of China*† | 9.4 | June 28, 2014 | 5 years | ||||||
Bank of China* | 2.9 | April 28, 2010 | 1 year | ||||||
Bank of China* | 1.5 | May 19, 2010 | 1 year | ||||||
Bank of China*† | 5.9 | December 31, 2014 | 5 years | ||||||
Bank of China* | 1.0 | April 28, 2010 | 1 year | ||||||
China CITIC Bank* | 8.8 | April 26, 2010 | 1 year | ||||||
China construction Bank* | 5.9 | April 12, 2010 | 1 year | ||||||
China construction Bank* | 2.6 | October 29, 2010 | 1 year | ||||||
China construction Bank* | 1.5 | January 31, 2011 | 1 year | ||||||
Huaxia Bank | 2.9 | June 30, 2010 | 1 year | ||||||
DEG - Deutsche Investitions und Entwicklungsgesellschaft MBH ** | 9.7 | October 15, 2013 | 7 years | ||||||
Bank of Jinzhou* | 0.2 | August 31, 2010 | 1 year | ||||||
Bank of Jinzhou* | 0.4 | September 23, 2010 | 1 year | ||||||
China CITIC Bank* | 5.9 | June 28, 2010 | 1 year | ||||||
Bank of Jinan * | 2.9 | May 15, 2010 | 1 year | ||||||
Huaxia Bank* | 2.9 | June 22, 2010 | 1 year | ||||||
SZD Bank* | 3.7 | March 17, 2011 | 1 year | ||||||
China CITIC Bank* | 2.9 | October 21, 2010 | 1 year | ||||||
Huaxia Bank* | 1.5 | January 27, 2011 | 1 year | ||||||
Jinan Changqing* | 1.0 | August 17, 2017 | 6 years | ||||||
Total | $ | 80.8 |
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* The loans are denominated in RMB, we used the exchange rate of $1 = RMB6.8166
** The loans are denominated in Euro, we used the exchange rate of 1 Euro = RMB9.1982 and repayment in semi-annual installment.
† Repayment in annual installment.
We repaid four bank loans in the total amount of approximately $5.8 million in the first quarter of 2010. We plan to replace these loans with new bank loans in approximately the same aggregate amounts. We believe that we maintain good relationships with the banks we deal with and our current available working capital, after receiving the aggregate proceeds of the capital raising activities and bank loans referenced above, should be adequate to sustain our operations at our current levels through at least the next twelve months.
Obligations under Material Contract
Below is a table setting forth our contractual obligations as of March 31, 2010:
(All amounts in thousands of U.S. dollars)
Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | ||||||||||||||||
Long term debt obligations | $ | 22,252 | $ | $ | 13,846 | $ | 7,551 | $ | 855 | |||||||||||
Capital commitment | 4,177 | 4,177 | - | - | - | |||||||||||||||
Operating lease obligations | - | - | - | - | ||||||||||||||||
Purchase obligations | - | - | - | - | - | |||||||||||||||
Total | $ | 26, 429 | $ | 4,177 | $ | 13,846 | $ | 7,551 | $ | 855 |
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Our estimates form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the condensed consolidated financial statements. We believe that our critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the condensed consolidated financial statements.
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For a discussion of our critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2009 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have made no significant changes to our critical accounting estimates since December 31, 2009.
Recently issued accounting pronouncement
See Note 5, Summary of significant accounting policies, for a discussion of the Company’s recently issued accounting pronouncements.
Off-Balance Sheet Arrangements
We do not have any off-balance arrangements.
Seasonality
Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introduction.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Interest Rate Risk
We are exposed to interest rate risk primarily with respect to our short-term bank loans and long-term bank loans. Although the interest rates, which are based on the banks’ prime rates with respect to our short-term loans are fixed for the terms of the loans, the terms are typically three to twelve months for short-term bank loans and interest rates are subject to change upon renewal. There were no material changes in interest rates for short-term bank loans renewed during the three months ended March 31, 2010.
A hypothetical 1.0% increase in the annual interest rates for all of our credit facilities under which we had outstanding borrowings at March 31, 2010, would decrease net income before provision for income taxes by approximately $0.8 million for the twelve months ended March 31, 2010. Management monitors the banks’ prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk.
Foreign Exchange Risk
While our reporting currency is the U.S. Dollar, all of our consolidated revenues and consolidated costs and expenses are denominated in Renminbi. All of our assets are denominated in RMB except for cash. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between U.S. Dollars and RMB. If the RMB depreciates against the U.S. Dollar, the value of our RMB revenues, earnings and assets as expressed in our U.S. Dollar financial statements will decline. Assets and liabilities are translated at exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and shareholders’ equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income but are included in determining other comprehensive income, a component of shareholders’ equity.
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The value of the Renminbi against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and economic conditions. Since July 2005, the Renminbi has not been pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the Renminbi may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future, PRC authorities may lift restrictions on fluctuations in the Renminbi exchange rate and lessen intervention in the foreign exchange market.
Inflation
Inflationary factors such as increases in the cost of our product and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net revenues if the selling prices of our products do not increase with these increased costs.
ITEMS 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. We maintain a system of disclosure controls and procedures. The term “disclosure controls and procedures,” as defined by regulations of the SEC, means controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit to the SEC under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit to the SEC under the Exchange Act is accumulated and communicated to the our management, including our principal executive officer and our principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions to be made regarding required disclosure. Each of Qingjie Zhao, our President and Chief Executive Officer, and Meirong Yuan, our Chief Financial Officer, have evaluated the design and operating effectiveness of our disclosure controls and procedures as of March 31, 2010. Based upon their evaluation, these executive officers have concluded that our disclosure controls and procedures are effective as of March 31, 2010.
Changes in Internal Control over Financial Reporting. There has been no change to our internal control over financial reporting during the quarter ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS
There are no material changes from the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 4, 2010.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three-month period ended March 31, 2010, we made no unregistered sales of our equity securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. (REMOVED AND RESERVED)
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
EXHIBITS.
31.1* | Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1* | Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2* | Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* Filed herewith.
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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 hereunto duly authorized.
DATED: May 10, 2010
WONDER AUTO TECHNOLOGY, INC. | ||
By: | /s/ Meirong Yuan | |
Meirong Yuan | ||
Chief Financial Officer | ||
(On behalf of the Registrant and as | ||
Principal Financial Officer) |
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EXHIBIT INDEX
Exhibit | ||
Number | Description | |
31.1* | Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1* | Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2* | Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* Filed herewith.
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