UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No.1)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
OR
¨ | 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: 000-53283
CHINA ENERGY RECOVERY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 90-0459730 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
Building#26, No. 1388 Zhangdong Road, | ||
Zhangjiang Hi-tech Park | ||
Shanghai, China | 201203 | |
(Address of Principal Executive Offices) | (Zip Code) |
+86 (0)21 2028-1866
(Registrant's Telephone Number, Including Area Code)
7F, No. 267 Qu Yang Road, Hongkou District, Shanghai, China |
(Former Address) |
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. Yesx 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. (Check one):
Large accelerated filer | ¨ | Accelerated filer¨ |
Non-accelerated filer | ¨ | Smaller reporting company x |
(Do not check if a smaller reporting company) |
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox
Number of shares outstanding of the registrant's common stock as of July 31, 2011:
31,085,859 shares of Common Stock, $0.001 par value per share
TABLE OF CONTENTS
Page | ||||
Part I | Financial Information | |||
Item 1. | Unaudited Consolidated Financial Statements | 4 | ||
Consolidated Balance Sheets as of December 31, 2010 and June 30, 2011 | 4 | |||
Consolidated Statements of Operations and Other Comprehensive Income for the Three Months and Six Months Ended June 30, 2010 and 2011 | 5 | |||
Consolidated Statements of Shareholders' Equity for the Year ended December 31,2010 and Six Months Ended June 30, 2011 | 6 | |||
Consolidated Statements of Cash Flow for the Six Months Ended June 30, 2010 and 2011 | 7 | |||
Notes to the Consolidated Financial Statements | 8 | |||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 43 | ||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 59 | ||
Item 4. | Controls and Procedures | 60 | ||
Part II | Other Information | |||
Item 1. | Legal Proceedings | 60 | ||
Item 1A. | Risk Factors | 60 | ||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 61 | ||
Item 3. | Defaults Upon Senior Securities | 61 | ||
Item 4. | [Reserved] | 61 | ||
Item 5. | Other Information | 61 | ||
Item 6. | Exhibits | 61 |
2 |
EXPLANATORY NOTE
This amended filing on Form 10-Q/A has been filed as part of a restatement of China Energy Recovery’s consolidated financial statements for the first, second, and third quarters of 2011. Such restatements and amendments relate only to the three month period ended March 31, 2011, three month (and six month) period ended June 30, 2011, and three month (and nine-month) period ended September 30, 2011. There are no changes to amounts for the prior comparative periods or any other periods or balance sheet dates. Specifically, such restatements and amendments are reflected in Part I, Item 1. “Unaudited Consolidated Financial Statements,” and Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q.
The rationale for the restatement of certain amounts is further described in a Form 8-K filed by China Energy Recovery with the Securities and Exchange Commission on March 30, 2012. Amended disclosures are included in this Form 10-Q/A, particularly Note 2, “Restatement of Previously Issued Financial Statements.”
This amendment to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 originally filed with the Securities and Exchange Commission onAugust 15, 2011 amends and restates only those items of the previously filed Form 10-Q which have been affected by the restatement, although all items of the Form 10-Q are reproduced in this amendment. In order to preserve the nature and character of the disclosures as originally filed, no attempt has been made in this amendment to modify or update such disclosures except as required to reflect the effects of the restatement.
3 |
PART I
FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
CHINA ENERGY RECOVERY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2010 AND JUNE 30, 2011
(UNAUDITED)
December 31, | June 30, | |||||||
2010 | 2011 | |||||||
Restated | ||||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash | $ | 2,996,076 | $ | 3,637,519 | ||||
Restricted cash | 218,346 | 113,418 | ||||||
Notes receivable | 1,341,359 | 200,876 | ||||||
Accounts receivable, net of allowance for doubtful accounts-third parties | 7,059,935 | 7,197,345 | ||||||
Inventories | 8,661,800 | 13,225,136 | ||||||
Other current assets and receivables | 1,185,032 | 2,390,017 | ||||||
Deferred financial cost | 215,623 | 66,919 | ||||||
Advances on purchases | 15,200,669 | 36,302,215 | ||||||
Total current assets | 36,878,840 | 63,133,445 | ||||||
NON-CURRENT ASSETS: | ||||||||
Plant and equipment, net | 10,101,755 | 24,899,879 | ||||||
Deferred tax assets | 171,776 | 422,514 | ||||||
Intangible assets | 2,477,959 | 2,599,862 | ||||||
Long-term accounts receivable | 4,679,121 | - | ||||||
Total non-current assets | 17,430,611 | 27,922,255 | ||||||
Total Assets | $ | 54,309,451 | $ | 91,055,700 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts payable | $ | 4,557,848 | $ | 15,175,244 | ||||
Accrued expenses and other liabilities | 1,912,544 | 951,668 | ||||||
Advances from customers-third parties | 27,530,065 | 54,497,070 | ||||||
Advances from customers-related party | - | 2,297,156 | ||||||
Taxes payable | 1,631,507 | 1,828,987 | ||||||
Short-term bank loans | 4,333,700 | 5,200,028 | ||||||
Derivative liability, current | 374,846 | - | ||||||
Long-term loan, current | 3,177,973 | 543,778 | ||||||
Total current liabilities | 43,518,483 | 80,493,931 | ||||||
NON-CURRENT LIABILITIES: | ||||||||
Warrant liability | 1,332,760 | 401,423 | ||||||
Derivative liability | 48,461 | 99,589 | ||||||
Convertible note | 4,691,582 | 4,767,761 | ||||||
Long-term loan | 543,778 | - | ||||||
Total non-current liabilities | 6,616,581 | 5,268,773 | ||||||
Total Liabilities | 50,135,064 | 85,762,704 | ||||||
SHAREHOLDERS' EQUITY: | ||||||||
Preferred stock($0.001 par value; 50,000,000 shares authorized, 200,000 shares issued and outstanding as of both December 31, 2010 and June 30, 2011) | 189 | 189 | ||||||
Common stock($0.001 par value; 100,000,000 shares authorized, 30,906,266 and 31,085,859 shares issued and outstanding as of December 31, 2010 and June 30, 2011, respectively) | 30,906 | 31,085 | ||||||
Additional Paid-in-capital | 8,313,385 | 8,739,080 | ||||||
Accumulated deficit | (4,713,541 | ) | (4,328,388 | ) | ||||
Statutory reserves | 132,802 | 132,802 | ||||||
Accumulated other comprehensive income | 410,646 | 718,228 | ||||||
Total shareholders' equity | 4,174,387 | 5,292,996 | ||||||
Total liabilities and shareholders' equity | $ | 54,309,451 | $ | 91,055,700 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4 |
CHINA ENERGY RECOVERY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2010 AND 2011
(UNAUDITED)
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2010 | 2011 | 2010 | 2011 | |||||||||||||
Restated | Restated | |||||||||||||||
REVENUES | ||||||||||||||||
Third parties | $ | 7,206,141 | $ | 6,976,445 | $ | 11,299,919 | $ | 12,581,847 | ||||||||
Related party | - | 11,293,381 | - | 13,068,038 | ||||||||||||
Total revenue | 7,206,141 | 18,269,826 | 11,299,919 | 25,649,885 | ||||||||||||
COST OF REVENUES | ||||||||||||||||
Third parties | (6,215,657 | ) | (15,127,655 | ) | (9,691,859 | ) | (21,268,796 | ) | ||||||||
Total cost of revenues | (6,215,657 | ) | (15,127,655 | ) | (9,691,859 | ) | (21,268,796 | ) | ||||||||
GROSS PROFIT | 990,484 | 3,142,171 | 1,608,060 | 4,381,089 | ||||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | (1,350,195 | ) | (2,063,067 | ) | (2,506,284 | ) | (3,876,148 | ) | ||||||||
(LOSS)/INCOME FROM OPERATIONS | (359,711 | ) | 1,079,104 | (898,224 | ) | 504,941 | ||||||||||
OTHER INCOME/(EXPENSE), NET: | ||||||||||||||||
Change in fair value of warrants | 559,412 | 437,901 | 1,077,898 | 915,790 | ||||||||||||
Change in fair value of derivative liabilities | 507,405 | 161,501 | 818,905 | 323,718 | ||||||||||||
Non-operating income/(expense), net | 242,643 | (213,510 | ) | 971,356 | (404,127 | ) | ||||||||||
Interest expenses, net | (644,773 | ) | (605,739 | ) | (1,309,141 | ) | (975,264 | ) | ||||||||
Total other income, net | 664,687 | (219,847 | ) | 1,559,018 | (139,883 | ) | ||||||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 304,976 | 859,257 | 660,794 | 365,058 | ||||||||||||
(PROVISION) BENEFIT FOR INCOME TAXES | (33,911 | ) | 2,343 | (201,150 | ) | 20,095 | ||||||||||
NET INCOME | 271,065 | 861,600 | 459,644 | 385,153 | ||||||||||||
OTHER COMPREHENSIVE INCOME/(LOSS) | ||||||||||||||||
Foreign currency translation adjustment | 18,568 | 86,813 | 28,000 | 307,582 | ||||||||||||
COMPREHENSIVE INCOME | $ | 289,633 | $ | 948,413 | $ | 487,644 | $ | 692,735 | ||||||||
EARNINGS PER SHARE: | ||||||||||||||||
Basic | $ | 0.01 | $ | 0.03 | $ | 0.02 | $ | 0.01 | ||||||||
Diluted | $ | 0.01 | $ | 0.03 | $ | 0.02 | $ | 0.01 | ||||||||
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||||||||||||||
Basic | 30,883,916 | 31,026,225 | 30,809,439 | 30,979,564 | ||||||||||||
Diluted | 30,883,916 | 31,103,542 | 30,809,439 | 31,056,881 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5 |
CHINA ENERGY RECOVERY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
Preferred Stock | Common stock | Additional paid-in | Statutory | Accumulated | Accumulated other comprehensive | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | capital | reserves | deficit | income/(loss) | Total | ||||||||||||||||||||||||||||
Restated | Restated | |||||||||||||||||||||||||||||||||||
BALANCE, at January 1, 2010 | 662,963 | $ | 626 | 30,638,720 | $ | 30,639 | $ | 8,163,224 | $ | 132,802 | $ | (1,194,158 | ) | $ | (77,485 | ) | $ | 7,055,648 | ||||||||||||||||||
Conversion of preferred stock | (462,963 | ) | (437 | ) | 245,098 | 245 | 192 | - | - | - | - | |||||||||||||||||||||||||
Stock based compensation | - | - | - | - | 141,012 | - | - | - | 141,012 | |||||||||||||||||||||||||||
Common stock issued related to long-term loan | - | - | 22,448 | 22 | 8,957 | - | - | - | 8,979 | |||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | (3,519,383 | ) | - | (3,519,383 | ) | |||||||||||||||||||||||||
Foreign currency translation gain | - | - | - | - | - | - | - | 488,131 | 488,131 | |||||||||||||||||||||||||||
BALANCE, at December 31, 2010 | 200,000 | 189 | 30,906,266 | 30,906 | 8,313,385 | 132,802 | (4,713,541 | ) | 410,646 | 4,174,387 | ||||||||||||||||||||||||||
Common stock for consulting services | - | - | 50,385 | 50 | 40,258 | - | - | - | 40,308 | |||||||||||||||||||||||||||
Common stock issued related to long-term loan | 129,208 | 129 | 144,369 | 144,498 | ||||||||||||||||||||||||||||||||
Stock based compensation | - | - | - | - | 241,068 | - | - | - | 241,068 | |||||||||||||||||||||||||||
Net gain | - | - | - | - | - | - | 385,153 | - | 385,153 | |||||||||||||||||||||||||||
Foreign currency translation gain | - | - | - | - | - | - | - | 307,582 | 307,582 | |||||||||||||||||||||||||||
BALANCE, at June 30, 2011 | 200,000 | $ | 189 | 31,085,859 | $ | 31,085 | $ | 8,739,080 | $ | 132,802 | $ | (4,328,388 | ) | $ | 718,228 | $ | 5,292,996 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6 |
CHINA ENERGY RECOVERY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2011
(UNAUDITED)
Six months ended June 30, | ||||||||
2010 | 2011 | |||||||
Restated | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 459,644 | $ | 385,153 | ||||
Adjustments to reconcile net (loss)/income to cash used in operating activities: | ||||||||
Depreciation and amortization | 136,908 | 532,570 | ||||||
Change in allowance for doubtful accounts | - | (37,372 | ) | |||||
Change in inventory provision | - | 21,040 | ||||||
Stock based compensation | 70,509 | 241,068 | ||||||
Common stock issued for consulting service | - | 40,308 | ||||||
Common stock issued to settle exchange rate loss related to long-term loan | - | 144,498 | ||||||
Accretion interest of long-term loan | 17,029 | 81,870 | ||||||
Amortization of deferred financing cost | 408,938 | 148,704 | ||||||
Accretion of convertible notes | 465,255 | 76,179 | ||||||
Capitalized interest expenses | (41,213 | ) | - | |||||
Cancellation of warrants | - | (15,547 | ) | |||||
Change in fair value of warrants | (1,077,898 | ) | (915,790 | ) | ||||
Change in Value of derivative liabilities | (818,905 | ) | (323,718 | ) | ||||
Deferred tax expense | 131,425 | (250,738 | ) | |||||
Change in operating assets and liabilities: | ||||||||
Notes receivable | 20,858 | 1,140,483 | ||||||
Accounts receivable-third parties | (1,717,263 | ) | (114,263 | ) | ||||
Inventories | (496,234 | ) | (4,586,742 | ) | ||||
Other receivables | (157,594 | ) | (1,204,985 | ) | ||||
Advances on purchases | (890,392 | ) | (23,971,466 | ) | ||||
Long term accounts receivable, retainage | 1,359,242 | 4,679,121 | ||||||
Accounts payable | (824,854 | ) | 5,926,036 | |||||
Other payables and accrued liabilities | (164,715 | ) | (960,876 | ) | ||||
Advances from customers –third parties | 3,791,911 | 26,967,005 | ||||||
Advances from customers –related party | - | 2,297,156 | ||||||
Taxes payable | (1,194,935 | ) | 197,480 | |||||
Effects of exchange rate change in operating activities | 28,446 | 315,395 | ||||||
Net cash (used in)/provided by operating activities | (493,838 | ) | 10,812,569 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of plant, equipments & office building | (3,342,956 | ) | (7,758,196 | ) | ||||
Purchase intangible assets | (41,741 | ) | (97,708 | ) | ||||
Restricted cash | (97,815 | ) | 110,018 | |||||
Net cash used in investing activities | (3,482,512 | ) | (7,745,886 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Repayment of long term loans | (360,823 | ) | (3,259,843 | ) | ||||
Cash proceeds from long term loans | 5,003,778 | - | ||||||
Cash proceeds from short term bank loans | - | 1,414,288 | ||||||
Principal payment of short term bank loans | (880,200 | ) | (648,984 | ) | ||||
Net cash provided by/(used in) financing activities | 3,762,755 | (2,494,539 | ) | |||||
EFFECTS OF EXCHANGE RATE CHANGE IN CASH | (446 | ) | 69,299 | |||||
(DECREASE)/INCREASE IN CASH | (214,041 | ) | 641,443 | |||||
CASH, beginning | $ | 2,386,573 | $ | 2,996,076 | ||||
CASH, ending | $ | 2,172,532 | $ | 3,637,519 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
Cash paid during the period for income taxes | $ | 53,388 | $ | 225,345 | ||||
Cash paid during the period for interest | $ | 448,660 | $ | 705,006 | ||||
Supplemental schedule of non-cash investing and financing activities: | ||||||||
- | ||||||||
Accounts payable relating to purchase of plant and equipments | $ | 471,988 | $ | 4,691,360 | ||||
Common stock issued for consulting service | $ | - | $ | 40,308 | ||||
Common stock issued related to long-term loan | $ | - | $ | 144,498 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 – Organization
China Energy Recovery, Inc. ("CER" or the "Company"), formerly known as MMA Media Inc. and Commerce Development Corporation Ltd., was incorporated under the laws of the State of Maryland in May, 1998. On February 5, 2008, the Company changed its name to China Energy Recovery, Inc. On January 24, 2008, the Company entered into a Share Exchange Agreement with Poise Profit International, Ltd. ("Poise Profit"), a company incorporated on November 23, 2007, under the laws of the British Virgin Islands, and the shareholders of Poise Profit. The share exchange transaction (the "Share Exchange") was consummated on April 15, 2008 and Poise Profit became a wholly-owned subsidiary of the Company. On April 16, 2008, the Company conducted a 1-for-2 reverse stock split pursuant to which each two shares of CER's common stock, issued and outstanding on the record date of April 15, 2008, converted into one share of CER's common stock. Pursuant to the Share Exchange Agreement, the Company agreed to acquire all of the issued and outstanding shares of Poise Profit's common stock in exchange for the issuance of 20,757,090 shares, or 81.5% of the Company's common stock on a post 1-for-2 reverse stock split basis, to the shareholders of Poise Profit.
Poise Profit is an off-shore holding company and has no operating business activities. Poise Profit owns 100% of HAIE Hi-tech Engineering (Hong Kong) Company, Limited ("Hi-tech") and CER (Hong Kong) Holdings Limited (“CER Hong Kong”), which were incorporated in Hong Kong on January 4, 2002 and August 13, 2008, respectively.
Effective on January 1, 2006, Hi-tech executed a series of contractual arrangements with Shanghai Hai Lu Kun Lun Hi-tech Engineering Co., Ltd ("Shanghai Engineering"), established in Shanghai in July 1999, and its shareholders, including a Consulting Services Agreement and an Operating Agreement, through which Hi-tech has the right to advise, consult, manage and operate Shanghai Engineering, and collect and own all of its net profits. Additionally, Shanghai Engineering's shareholders have assigned their voting rights over Shanghai Engineering to Hi-tech. In order to further reinforce Hi-tech's rights to control and operate Shanghai Engineering, Shanghai Engineering and its shareholders have granted Hi-tech the exclusive right and option to acquire all of their equity interests in Shanghai Engineering. Further, Shanghai Engineering shareholders have pledged all of their rights, titles and interests in Shanghai Engineering to Hi-tech.
Effective on May 23, 2007, Hi-tech executed a series of contractual arrangements with Shanghai Xin Ye Environmental Protection Engineering Technology Co., Ltd ("Shanghai Environmental"), incorporated in Shanghai in May, 2007 and Mr. Qinghuan Wu, the Company’s Chief Executive Officer, Shanghai Environmental’s sole shareholder, including a Consulting Services Agreement and an Operating Agreement, through which Hi-tech has the right to advise, consult, manage and operate Shanghai Environmental, and collect and own all of its net profits. Additionally, Mr. Wu assigned his voting rights over Shanghai Environmental to Hi-tech. In order to further reinforce Hi-tech's rights to control and operate Shanghai Environmental, Shanghai Environmental and Mr. Wu have granted Hi-tech the exclusive right and option to acquire all Mr. Wu’s equity interests in Shanghai Environmental. Further, Mr. Wu has pledged all of his rights, title and interest in Shanghai Environmental. Shanghai Environmental was dissolved in June, 2010 and the registered capital had been transferred to Shanghai Engineering accordingly.
8 |
All of Shanghai Engineering’s manufacturing activities are conducted through a Leasing and Operation Agreement, a form of cooperative manufacturing agreement, originally effective as of May 1, 2003 and subsequently renewed and amended with a state-owned enterprise, Shanghai Si Fang. Pursuant to the agreement, Shanghai Si Fang leases a land use right, and certain buildings and fixed assets (lease elements) in one of its subsidiaries, Vessel Works Division, and provides management services and licenses the “Si Fang” brand and manufacturing license (non-lease elements) of Vessel Works Division to Shanghai Engineering. Because the arrangement contains both the lease and non-lease elements, the quarterly payment is allocated between the lease and non-lease deliverables based on their respective fair values. The lease elements are classified and accounted for as operating leases and the lease expense is recorded on a straight-line basis. The non-lease elements are accounted for as prepayment for management and licensing fees and the payment is amortized on a straight-line basis over each contractual period. In April 2011, the contractual arrangement with Vessel Works Division was terminated.
Shanghai Engineering did not have a variable interest in Vessel Works Division through this agreement as the arrangement was established between Shanghai Engineering and Shanghai Si Fang. Shanghai Engineering did not have any contractual or ownership interest in Vessel Works Division, and therefore, Shanghai Engineering did not have a variable interest in Vessel Works Division.
The arrangement, however, may have resulted in Shanghai Engineering having a variable interest in Shanghai Si Fang, but as Shanghai Si Fang is a state-owned enterprise that has substantive operations other than the Lease and Operation arrangement, Shanghai Engineering was not the primary beneficiary of Shanghai Si Fang.
In order to restructure the holding structure of the Company (the “Restructuring”), on December 2, 2008, 100% of the shares of CER Hong Kong were transferred to Poise Profit from Mr. Qinghuan Wu and his wife, Mrs. Zhou, and all the contracts between Hi-tech and Shanghai Engineering, and between Hi-tech and Shanghai Environmental were transferred to CER Hong Kong. Thereafter, CER Hong Kong, through its variable interest entities located in the People's Republic of China ("PRC"), designs, develops, manufactures and markets waste heat boilers and pressure vessels in the fields of chemical industry, petrochemical industry, oil refinery, fine chemicals, water and power conservancy, metallurgical, environmental protection, waste heat utilization and power generation from waste heat recovery.
On November 11, 2008, CER Energy Recovery (Shanghai) Co., Ltd. (“CER Shanghai”) was incorporated in Shanghai by CER Hong Kong. CER Shanghai’s registered capital is $5,000,000. As of December 31, 2010, CER Hong Kong has contributed all the registered capital. CER Shanghai is mainly engaged in the development of energy recovery and environmental protection technologies, and the design, installation and servicing of waste heat recovery systems.
9 |
CER Energy Recovery (Yangzhou) Co., Ltd. (“CER Yangzhou”) was incorporated on August 28, 2009 in Yangzhou by CER Hong Kong. CER Yangzhou’s registered capital is $20,000,000 and the contributed capital was approximately $13,500,000 as of July 31, 2011. CER Yangzhou is mainly engaged in the development and manufacturing of waste heat recovery systems and other related energy efficiency equipment.
As all the above entities are under common control, the arrangements described above have been accounted for as a reorganization of entities and the financial statements have been prepared as if the reorganization had occurred retroactively. CER, Poise Profit, CER Hong Kong, Hi-tech, Shanghai Engineering, CER Shanghai, CER Yangzhou, and Shanghai Environmental, are collectively hereinafter referred to as the “Group”.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Management intends to raise additional funds through additional bank financing to fund the operations. Although management continues to pursue these plans, there is no assurance that they will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 – Restatement of Unaudited Consolidated Financial Statements for three and six months ended June 30, 2011
On March 30, 2012 the Group filed a current report on Form 8-K announcing the pending restatement of previously issued unaudited financial information for the first, second, and third quarters of 2011. Such restatements and amendments do not affect any other financial information for any other previous periods. Furthermore, the full year ended December 31, 2011, for which results were reported on Form 10-K as filed March 31, 2012, was not impacted.
The root cause of the necessary adjustments to the quarterly interim financial information for the first three quarters of 2011 was identified during the preparation of the Group’s annual 2011 financial statements as reported in Form 10-K filed March 31, 2012. The Group determined that transaction losses resulting from variations in foreign currency exchange rates on certain purchase transactions denominated in U.S. dollars involving the Group’s onshore PRC subsidiaries (which use the yuan renminbi, or RMB as their functional currency) were incorrectly classified as translation losses and were incorrectly included in other comprehensive income (loss). These losses should have been reported in the statement of operations within other income (expense). Such transaction losses only impacted the first three quarters of 2011 as the underlying business activity involving purchasing of raw materials related to the Group’s then-under-construction Yangzhou production facility started in 2011 and was substantially completed by the end of 2011. The transaction losses arose as a result of cash advances made to suppliers which were denominated in U.S. dollars (for an entity whose functional currency was the Renminbi).When equipment was later received in satisfaction of these advances (or when unsettled advances, which are typically settled in a few months or less, were re-valued at the end of an accounting period) the weakening of the U.S. dollar against the Renminbi led to an exchange loss.
Adjustments, and causes therefor, are reflected below for the consolidated balance sheet and statement(s) of income and other comprehensive income (loss). Adjustments to the consolidated statement of shareholders’ equity are limited to the associated effect of balance sheet and statement of operations restated amounts and are included in the captions for “net income” and “foreign currency translation” in the columns marked “Restated” in Item 1. Adjustments to the statement of cash flows are limited to the associated effect of balance sheet and statement of operations restated amounts and included in the captions for “net income,” “deferred tax expense,” and “effects of exchange rate changes in operating activities” in the 2011 column marked “Restated” in Item 1.
10 |
Consolidated Balance Sheet Impact:
The following table sets forth the effects on the Group’s consolidated balance sheets:
June 30, 2011 | ||||||||||
Previously | ||||||||||
Reported | Adjustments (a) | Restated | ||||||||
ASSETS | ||||||||||
CURRENT ASSETS: | ||||||||||
Cash | 3,637,519 | - | 3,637,519 | |||||||
Restricted cash | 113,418 | - | 113,418 | |||||||
Notes receivable | 200,876 | - | 200,876 | |||||||
Accounts receivable, net of allowance for doubtful accounts-third parties | 7,197,345 | - | 7,197,345 | |||||||
Inventories | 13,225,136 | - | 13,225,136 | |||||||
Other current assets and receivables | 2,390,017 | - | 2,390,017 | |||||||
Deferred financial cost | 66,919 | - | 66,919 | |||||||
Advances on purchases | 36,302,215 | - | 36,302,215 | |||||||
Total current assets | 63,133,445 | - | 63,133,445 | |||||||
NON-CURRENT ASSETS: | ||||||||||
Plant and equipment, net | 24,899,879 | - | 24,899,879 | |||||||
Deferred tax assets | 323,966 | 98,548 | 422,514 | |||||||
Intangible assets | 2,599,862 | - | 2,599,862 | |||||||
Long-term accounts receivable | - | - | - | |||||||
Total non-current assets | 27,823,707 | 98,548 | 27,922,255 | |||||||
Total Assets | 90,957,152 | 98,548 | 91,055,700 | |||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||
CURRENT LIABILITIES: | ||||||||||
Accounts payable | 15,175,244 | - | 15,175,244 | |||||||
Accrued expenses and other liabilities | 951,668 | - | 951,668 | |||||||
Advances from customers-third parties | 54,497,070 | - | 54,497,070 | |||||||
Advances from customers-related party | 2,297,156 | - | 2,297,156 | |||||||
Taxes payable | 1,828,987 | - | 1,828,987 | |||||||
Short-term bank loans | 5,200,028 | - | 5,200,028 | |||||||
Derivative liability, current | - | - | - | |||||||
Long-term loan, current | 543,778 | - | 543,778 | |||||||
Total current liabilities | 80,493,931 | - | 80,493,931 | |||||||
NON-CURRENT LIABILITIES: | ||||||||||
Warrant liability | 401,423 | - | 401,423 | |||||||
Derivative liability | 99,589 | - | 99,589 | |||||||
Convertible note | 4,767,761 | - | 4,767,761 | |||||||
Long-term loan | - | - | - | |||||||
Total non-current liabilities | 5,268,773 | - | 5,268,773 | |||||||
Total Liabilities | 85,762,704 | - | 85,762,704 | |||||||
SHAREHOLDERS' EQUITY: | ||||||||||
Preferred stock($0.001 par value; 50,000,000 shares authorized, 200,000 shares issued and outstanding as of both December 31, 2010 and June 30, 2011) | 189 | - | 189 | |||||||
Common stock($0.001 par value; 100,000,000 shares authorized, 30,906,266 and 31,085,859 shares issued and outstanding as of December 31, 2010 and June 30, 2011, respectively) | 31,085 | - | 31,085 | |||||||
Additional Paid-in-capital | 8,739,080 | - | 8,739,080 | |||||||
Accumulated deficit | (4,032,745) | (295,643 | ) | (4,328,388 | ) | |||||
Statutory reserves | 132,802 | - | 132,802 | |||||||
Accumulated other comprehensive income | 324,037 | 394,191 | 718,228 | |||||||
Total shareholders' equity | 5,194,448 | 98,548 | 5,292,996 | |||||||
Total liabilities and shareholders' equity | 90,957,152 | 98,548 | 91,055,700 |
(a) | Deferred tax assets increased by $98,548 because CER Yangzhou recognized additional deferred tax assets for the additional losses. |
11 |
Consolidated Statements of Income and Other Comprehensive Income (Loss) Impact:
The following table sets forth the effects on the Group’s consolidated statements of income and other comprehensive income (loss):
Three months ended June 30, 2011 | ||||||||||||
Previously | ||||||||||||
Reported | Adjustments (a) / (b) | Restated
| ||||||||||
REVENUES | ||||||||||||
Third parties | 6,976,445 | - | 6,976,445 | |||||||||
Related party | 11,293,381 | - | 11,293,381 | |||||||||
Total revenue | 18,269,826 | - | 18,269,826 | |||||||||
COST OF REVENUES | ||||||||||||
Third parties | (15,127,655 | ) | - | (15,127,655 | ) | |||||||
Total cost of revenues | (15,127,655 | ) | - | (15,127,655 | ) | |||||||
GROSS PROFIT | 3,142,171 | - | 3,142,171 | |||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | (2,063,067 | ) | — | (2,063,067 | ) | |||||||
(LOSS)/INCOME FROM OPERATIONS | 1,079,104 | ) | — | 1,079,104 | ||||||||
OTHER INCOME/(EXPENSE), NET: | ||||||||||||
Change in fair value of warrants | 437,901 | - | 437,901 | |||||||||
Change in fair value of derivative liabilities | 161,501 | - | 161,501 | |||||||||
Non-operating income/(expense), net | 60,199 | (273,709 | ) | (213,510 | ) | |||||||
Interest expenses, net | (605,739 | ) | - | (605,739 | ) | |||||||
Total other income, net | 53,862 | (273,709 | ) | (219,847 | ) | |||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 1,132,966 | (273,709 | ) | 859,257 | ||||||||
PROVISION FOR INCOME TAXES | (66,084 | ) | 68,427 | 2,343 | ||||||||
NET INCOME | 1,066,882 | (205,282 | ) | 861,600 | ||||||||
OTHER COMPREHENSIVE INCOME/(LOSS) | ||||||||||||
Foreign currency translation adjustment | (186,896 | ) | 273,709 | 86,813 | ||||||||
COMPREHENSIVE INCOME | 879,986 | 68,427 | 948,413 | |||||||||
EARNINGS PER SHARE: | ||||||||||||
Basic | 0.03 | - | 0.03 | |||||||||
Diluted | 0.03 | - | 0.03 | |||||||||
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||||||||||
Basic | 31,026,225 | - | 31,026,225 | |||||||||
Diluted | 31,103,542 | - | 31,103,542 |
(a) | Non-operating income was impacted by $273,709 because of the incorrect classification of realized foreign exchange losses, resulting from purchasing activity denominated in a currency other than the functional currency. The incorrect classification affected exchange gains and losses reported in net income and foreign currency translation adjustments reported in other comprehensive income. |
(b) | The provision for income taxes was impacted by $68,427 because CER Yangzhou recognized additional deferred tax benefits resulting from the additional losses. |
12 |
Six months ended June 30, 2011 | ||||||||||||
Previously | ||||||||||||
Reported | Adjustments (a) / (b) | Restated
| ||||||||||
REVENUES | ||||||||||||
Third parties | $ | 12,581,847 | - | 12,581,847 | ||||||||
Related party | 13,068,038 | - | 13,068,038 | |||||||||
Total revenue | 25,649,885 | - | 25,649,885 | |||||||||
COST OF REVENUES | ||||||||||||
Third parties | (21,268,796 | ) | - | (21,268,796 | ) | |||||||
Total cost of revenues | (21,268,796 | ) | - | (21,268,796 | ) | |||||||
GROSS PROFIT | 4,381,089 | - | 4,381,089 | |||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | (3,876,148 | ) | - | (3,876,148 | ) | |||||||
(LOSS)/INCOME FROM OPERATIONS | 504,941 | - | 504,941 | |||||||||
OTHER INCOME/(EXPENSE), NET: | ||||||||||||
Change in fair value of warrants | 915,790 | - | 915,790 | |||||||||
Change in fair value of derivative liabilities | 323,718 | - | 323,718 | |||||||||
Non-operating income/(expense), net | (9,936 | ) | (394,191 | ) | (404,127 | ) | ||||||
Interest expenses, net | (975,264 | ) | - | (975,264 | ) | |||||||
Total other income, net | 254,308 | (394,191 | ) | (139,883 | ) | |||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 759,249 | (394,191 | ) | 365,058 | ||||||||
PROVISION FOR INCOME TAXES | (78,453 | ) | 98,548 | 20,095 | ||||||||
NET INCOME | 680,796 | (295,643 | ) | 385,153 | ||||||||
OTHER COMPREHENSIVE INCOME/(LOSS) | ||||||||||||
Foreign currency translation adjustment | (86,609 | ) | 394,191 | 307,582 | ||||||||
COMPREHENSIVE INCOME | $ | 594,187 | 98,548 | 692,735 | ||||||||
EARNINGS PER SHARE: | ||||||||||||
Basic | $ | 0.02 | (0.01 | ) | 0.01 | |||||||
Diluted | $ | 0.02 | (0.01 | ) | 0.01 | |||||||
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||||||||||
Basic | 30,979,564 | - | 30,979,564 | |||||||||
Diluted | 31,056,881 | - | 31,056,881 |
(a) | Non-operating loss decreased by $394,191 and earnings per share decreased by $0.01 because of the incorrect classification of realized foreign exchange losses, resulting from purchasing activity denominated in a currency other than the functional currency. The incorrect classification affected exchange gains and losses reported in net income and foreign currency translation adjustments reported in other comprehensive income. |
(b) | The provision for income taxes decreased by $98,548 because CER Yangzhou recognized additional deferred tax benefits related to the additional losses. |
Note 3 – Summary of Significant Accounting Policies
The accompanying unaudited interim consolidated financial statements as of June 30, 2011 and for the three months and six months ended June 30, 2011 and 2010 have been prepared by the Company, in accordance with generally accepted accounting principles, or GAAP, for interim financial reports and the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under generally accepted accounting principles have been condensed or omitted pursuant to such regulations. In the opinion of the Company’s management, the unaudited interim consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations and cash flows. The results of operations for the three months and six months ended June 30, 2011 are not necessarily indicative of the results of operations for the year ending December 31, 2011. The balance sheet at December 31, 2010 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below:
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(a) | Principal of consolidation |
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements include the financial statements of the Company, its wholly-owned subsidiaries Poise profit, CER Hong Kong, Hi-tech, CER Shanghai, CER Yangzhou, and its variable interest entities (“VIEs”) Shanghai Engineering and Shanghai Environmental. All significant inter-company transactions and balances among the Company, its subsidiaries and VIEs are eliminated upon consolidation.
In accordance with the Accounting Standard Codification (“ASC”) 810-10, variable interest entities (VIEs) are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.
The Company has concluded that Shanghai Engineering is, and Shanghai Environmental was VIEs and that the Company is the primary beneficiary. Under the requirements of US GAAP, the Company consolidated the financial statements of Shanghai Engineering and Shanghai Environmental.
Under the contractual arrangements with the VIEs, the Company has the power to direct activities of the VIEs, and can have assets transferred freely out of the VIEs without any restrictions. Therefore the Company concluded that there was no asset of a consolidated VIE that can be used only to settle obligations of the VIE, except for registered capital and PRC statutory reserves of the VIEs amounting to a total of $1.38 million as of June 30, 2011. As all the consolidated VIEs are incorporated as limited liability companies under the PRC Company Law, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the consolidated VIEs, which consisted of receipts in advance of $13.35 million, accounts payable of $7.05 million, accrued liabilities to suppliers and agents of $1.52 million, and other accrued liabilities of $0.07 million, totaling $21.99 million. Currently there is no contractual arrangement that could require the Company to provide additional financial support to the consolidated VIEs. As the Company is conducting certain business in the PRC mainly through the VIEs, the Company may provide such support on a discretionary basis in the future, which could expose the Company to a loss.
(b) Use of estimates
In preparing financial statements in conformity with US GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported periods. Significant estimates include useful lives of equipment, allowance for doubtful accounts, deferred tax assets and the completion percentage of the construction contracts. Actual results could differ from those estimates.
14 |
(c) Concentration of risk
The Company maintains cash balances at financial institutions within the U.S. Hong Kong and PRC. Balances at financial institutions or state owned banks within the PRC are not covered by insurance. Balances at financial institutions within the United States are covered by the Federal Deposit Insurance Corporation for $250,000 per depositor per institution. Balances at financial institutions within Hong Kong are fully covered by government provided insurance until the end of 2011. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risks on its cash in bank accounts.
For the three months ended June 30, 2010 and 2011, the Company’s five top customers accounted for 91% and 91% of the Company's sales, respectively. For the six months ended June 30, 2010 and 2011, the Company’s five top customers accounted for 78% and 77% of the Company's sales, respectively. Receivables from these five top customers were 5% and 8% of total accounts receivable at June 30, 2010 and 2011, respectively. As of December 31, 2010, the top five customers accounted for 74% of total accounts receivables.
For the three months ended June 30, 2010 and 2011, the five top suppliers accounted for approximately 50% and 57% of the Company's purchases of raw materials, respectively. For the six months ended June 30, 2010 and 2011, the five top suppliers accounted for approximately 36% and 41% of the Company's purchases of raw materials, respectively. Payables to these five suppliers were approximately 2.3% and 9.2% of total accounts payable at June 30, 2010 and 2011, respectively. As of December 31, 2010, the top five suppliers accounted for 26% of total accounts payables.
The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the country, and by the general state of the country's economy. The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies carrying out operations in the United States. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
(d) Foreign currency translations
The reporting currency of the Company is the U.S. dollar. Shanghai Engineering, CER Shanghai, CER Yangzhou, and Hi-tech use the Renminbi ("RMB") as their functional currency. Results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the end of period exchange rates. Cash flows are also translated at average translation rates for the period, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss) in stockholders' equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. For the three months ended June 30, 2010 and 2011, foreign currency translation income amounted to $18,568 and $86,813, respectively. For the six months ended June 30, 2010 and 2011, foreign currency translation income amounted to $28,000 and $307,582, respectively.
15 |
The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions.
Accumulated other comprehensive loss amounted to $410,646 and $718,228 as of December 31, 2010 and June 30, 2011, respectively. The balance sheet accounts with the exception of equity at December 31, 2010 and June 30, 2011 were translated at RMB6.83 to $1.00 and RMB6.47 to $1.00 respectively.
The average translation rates applied to income and cash flow statement amounts for the three months ended June 30, 2010 and 2011 were RMB6.82 to $1.00 and RMB6.49 to $1.00 respectively. For the six months ended June 30, 2010 and 2011, the average translation rates were RMB6.82 to $1.00 and RMB6.49 to $1.00, respectively.
(e) Cash and restricted cash
Cash includes cash on hand and demand deposits with banks, which are unrestricted as to withdrawal and use, and which have original maturities less than three months.
Restricted cash represents a cash portion of the guaranty for the bids on contracts and is deposited in a separate bank account subject to withdrawal restrictions controlled by the customer to secure the Company’s performance of the project in process. The deposit cannot be drawn or transferred by the Company until the restriction period has expired. The Company also classified certain cash as restricted that is not available for use in its operations.
(f) Notes receivable
Notes receivable represent trade accounts receivable due from various customers where the customers’ banks have guaranteed the payment of the receivables. The notes are non-interest bearing and normally paid within three to six months. The Company has the ability to submit a request for payment to the customer’s bank earlier than the scheduled payment date, but will incur an interest charge and a processing fee.
(g) Receivables and allowance for doubtful accounts
Receivables include trade accounts due from the customers, and other receivables from cash advances to employees or third parties. Management regularly reviews aging of receivables and changes in payment trends by its customers, and records a reserve when they believe collection of amounts due are at risk.
Allowance for doubtful account, December 31, 2009 | $ | 589,048 | ||
Addition | 152,960 | |||
Write off | (134,639 | ) | ||
Translation adjustment | 17,645 | |||
Allowance for doubtful account, December 31, 2010 | $ | 625,014 | ||
Reversal | (37,372 | ) | ||
Translation adjustment | 14,225 | |||
Allowance for doubtful account, June 30, 2011 | $ | 601,867 |
16 |
Accounts receivable which are expected to be collected after twelve months are reclassified as long-term accounts receivable. The Company reserved a provision for accounts receivable balances based on the nature of the business and accounts receivable collection history (further discussed in Note 4).
(h) Inventories
Inventories are comprised of raw materials, work in progress and finished goods and are stated at the lower of cost or market value. Costs of work in progress include direct labor, direct materials, and production overhead before the goods are ready for sale. Management reviews inventories for obsolescence or cost in excess of market value periodically. The obsolescence, if any, is recorded as a reserve against the inventory. The cost in excess of market value is written off and recorded as cost of revenues.
Provision for inventory, December 31, 2009 | $ | 117,126 | ||
Addition | 47,281 | |||
Realized | (74,090 | ) | ||
Translation adjustment | 2,878 | |||
Provision for inventory, December 31, 2010 | $ | 93,195 | ||
Addition | 26,141 | |||
Realized | (5,101 | ) | ||
Translation adjustment | 2,367 | |||
Provision for inventory, June 30, 2011 | $ | 116,602 |
(i) Advances on purchase
Advances on purchases are monies advanced to outside vendors for inventory purchases and property, plant and equipment purchases. This amount is refundable and bears no interest.
(j) Property, plant and equipment, net
Property, plant and equipment are stated at cost. Depreciation is calculated principally by use of the straight-line method over the estimated useful lives of the related assets. Expenditures for maintenance and repairs, which do not improve or extend the expected useful lives of the assets, are charged to operations as incurred, while renewals and betterments are capitalized.
Management established a 5% residual value for property, plant and equipment. The estimated useful lives of the property, plant and equipment are as follows:
Plants and Buildings | 20-38 years |
Transportation equipment | 3-10 years |
Machinery equipment | 5-10 years |
Office equipment | 3-5 years |
17 |
The gain or loss on disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets; gains or losses, if any, are recognized in the consolidated statement of income and other comprehensive income. There were no disposal of assets during the three and six months ended June 30, 2010 and 2011.
(k) Impairment of assets
The Company assesses the carrying value of long-lived assets each reporting period, more often when factors indicating impairment are present, and reduces the carrying value of such assets by the amount of the impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the net asset carrying value. An impairment loss, if it exists, is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value generally means based on either quoted market price, if available, or discounted cash flow analysis. There were no impairment of long lived assets recognized for the three and six months ended June 30, 2010 and 2011.
(l) Advances from customers
Advances from customers represent amounts advanced by customers on product or service orders. The product (service) normally is shipped (rendered) within one year after receipt of the advance payment, and the related sales are recognized in accordance with the Company’s revenue recognition policy.
(m) Income taxes
Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits, by applying enacted statutory tax rate in the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
In assessing uncertain tax positions, the Company applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition. For the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is greater than 50% likely to be realized upon settlement.
18 |
(n) Value added tax
Sales revenue represents the invoiced value of goods, net of a value-added tax ("VAT"). All of the Company's products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing its finished product. The Company recorded VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables.
(o) Operation leases
Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the statement of operation on a straight line basis over the lease periods.
(p) Stock based compensation
In accordance with ASC 718,Compensation-Stock Compensation, the Company measures the cost of employee services received in exchange for stock based compensation at the grant date fair value of the award.
The Group recognizes the stock based compensation costs, net of a forfeiture rate, on a straight-line basis over the requisite service period for each award.
ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. There were no stock options granted in the three and six months ended June 30, 2010. Stock options to purchase 120,000 shares of common stock were granted to new directors in June 2011.
Cost of goods acquired or services received from non-employees is measured based on the fair value of the awards issued on the measurement date as defined in ASC 505. Awards granted to non-employees are remeasured at each reporting date using the fair value as at each period end. Changes in fair values between the interim reporting dates are attributed consistent with the method used in recognizing the original stock based compensation costs.
(q) Shipping and handling cost
Shipping and handling costs are included in selling, general and administrative expenses which totaled $66,073 and $10,325 for the three months period ended June 30, 2010 and 2011, respectively; $109,916 and $108,373 for the six months period ended June 30, 2010 and 2011, respectively.
(r) Revenue recognition
The Company derives revenues principally from:
(a) | Provision of Engineering, Procurement and Construction ("EPC") services, which are essentially turnkey contracts where the Company provides all services in the whole construction process from design, development, engineering, manufacturing, procurement to installation; |
19 |
(b) | Sales of energy recovery systems; and |
(c) | Provision of design services. |
Revenue by the above categories for three and six months ended June 30, 2010 and 2011 are summarized as follows:
Three months ended June 30, | ||||||||
2010 | 2011 | |||||||
Revenue: | ||||||||
EPC contracts | $ | 5,626,328 | $ | 13,516,415 | ||||
Product | 1,579,813 | 4,753,411 | ||||||
Totals | $ | 7,206,141 | $ | 18,269,826 |
Six months ended June 30, | ||||||||
2010 | 2011 | |||||||
Revenue: | ||||||||
EPC contracts | $ | 8,309,613 | $ | 19,732,952 | ||||
Product | 2,990,306 | 5,916,933 | ||||||
Totals | $ | 11,299,919 | $ | 25,649,885 |
In accordance with the accounting standard regarding performance of construction-type and certain production-type contracts, and long-term construction-type contracts, the Company adopted the percentage of completion method to recognize revenues and cost of sales for EPC contracts. EPC contracts are long-term, complex contracts involving multiple elements, such as design, manufacturing and installation, which all form one integral EPC project. The energy recovery system involved in an EPC project is highly customized to the specific customer's facilities and essentially not transferable to any other facilities without significant modification and cost. It would be difficult, if not impossible, to beneficially use a single element of a specific EPC project on a standalone basis other than in connection with the facilities for which it was intended. EPC contracts are by nature long-term construction-type contracts, usually lasting more than one accounting period, and the Company is able to reasonably estimate the progress toward completion, including contracts revenues and contracts costs. EPC contacts specify the customers' rights to the goods, the consideration to be paid and received, and the terms of payment. Specifically, the Company has the right to require a customer to make progress payments upon completion of determined stages of the project which serve as evidence of the customer's approval and acceptance of the work completed to date as complying with the terms of the particular EPC contract and upon which the company recognize the revenue.
20 |
Sales of the Company's energy recovery systems and related products are essentially product sales. The products consist mainly of waste heat boilers and other related equipment manufactured according to specific customers' specifications. Once manufactured, the Company ships the products to its customers in their entirety in one batch. The Company’s service arrangement also includes a limited warranty to its customers pursuant to which the customers retain between 5% and 10% of the particular contract price as retainage during the limited warranty period (usually 12-18 months). The Company generally recognizes revenues including retainage from product sales when (i) persuasive evidence of an arrangement exists, which is generally represented by a contract between the Company and the customer; (ii) products are shipped; (iii) title and risk of ownership have passed to the customer, which generally occurs at the time of delivery; (iv) the customer accepts the products upon quality inspection performed by them; (v) the purchase price is agreed to between the Company and the customer; and (vi) collectability is reasonably assured. Net revenues represent the invoiced value of products, less returns and discounts, and net of value-added tax.
In providing design services, the Company designs energy recovery systems and other related systems based on a customer's requirements and the deliverable consists of engineering drawings. The customer may elect to engage the Company to manufacture the designed system or choose to present the Company's drawings to other manufacturers for manufacturing and installation. The Company recognizes revenues from design services when the services are provided, the design drawings are delivered, invoices are issued and collectability is reasonably assured. The Company generally delivers the drawings in one batch.
(s) Fair value of financial instruments
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires fair value disclosures of those financial instruments. On January 1, 2008, the Company adopted accounting standard regarding fair value measurements, which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The carrying amounts reported in the accompanying consolidated balance sheets for current assets and current liabilities qualify as financial instruments. Management concluded the carrying values of these financial instruments are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and the current market rates of interest. The three levels of valuation hierarchy are defined as follows:
¨ | Level 1 | Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Fair valued assets and liabilities that are generally included in this category are assets comprised of cash, accounts and notes receivable, and liabilities comprised of bank loans, accounts payable, accrued liabilities and other payables. As of December 31, 2010 and June 30, 2011, the carrying values of these assets and liabilities approximated their fair values. |
¨ | Level 2 | Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. At December 31, 2010 and June 30, 2011, the Company did not have any fair value assets or liabilities classified as Level 2. |
¨ | Level 3 | Inputs to the valuation methodology are unobservable and significant to the fair value. Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. |
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The following table presents information about the company’s financial liabilities classified as Level 3 as of June 30, 2011 and December 31, 2010.
Balance as of June 30, 2011 | ||||||||||||||||
Carrying | Fair Value Measurements | |||||||||||||||
Value | Using Fair Value Hierarchy | |||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||
Derivative liability (Note 14) | $ | 99,589 | - | - | $ | 99,589 | ||||||||||
Warrant liability (Note 14) | $ | 401,423 | - | - | $ | 401,423 |
Balance as of December 31, 2010 | ||||||||||||||||
Carrying | Fair Value Measurements | |||||||||||||||
Value | Using Fair Value Hierarchy | |||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||
Derivative liability, current (Note 14) | $ | 374,846 | - | - | $ | 374,846 | ||||||||||
Derivative liability, non-current (Note 14) | $ | 48,461 | - | - | $ | 48,461 | ||||||||||
Warrant liability (Note 14) | $ | 1,332,760 | - | - | $ | 1,332,760 |
A summary of changes in Level 3 derivative and warrant liabilities for the years ended December 31, 2010 and for the six months ended June 30, 2011 were as follows:
Balance at December 31, 2009 | $ | 2,243,947 | ||
Derivative liability of long term loan, current (Note 9) | 132,470 | |||
Derivative liability of convertible notes (Note 10) | 48,461 | |||
Change in fair value of warrant liability recognized in earnings | (40,187 | ) | ||
Change in fair value of derivative liability recognized in earnings | (628,624 | ) | ||
Balance at December 31, 2010 | $ | 1,756,067 | ||
Change in fair value of warrant liability recognized in earnings | (915,790 | ) | ||
Change in fair value of derivative liability recognized in earnings | (323,718 | ) | ||
Warrant cancellation(Note 14) | (15,547 | ) | ||
Balance at June 30, 2011 | $ | 501,012 |
The following presents the carrying value and the estimated fair value of the Company’s convertible note at June 30, 2011:
Carry Value | Fair Value | |||||||
Convertible note | $ | 4,767,761 | $ | 4,855,997 |
The fair value of the convertible note is based on the market interest rate for debt with similar terms and maturity.
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(t) Segment reporting
The Group has adopted ASC 280, Segment Reporting, for its Segment reporting. The Group mainly operates in China and measures its business as a single segment.
(u) Recent accounting pronouncements
In April 2011, the FASB issued ASU 2011-02 which applies to all creditors, both public and nonpublic, that restructure receivables that fall within the scope of Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. In evaluating whether a restructuring constitute a trouble debt restructuring, Topic 310 clarify the guidance on a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. In addition, the amendments to Topic 310 clarify that a creditor is precluded from using the effective interest rate test in the debtor’s guidance on restructuring of payables when evaluating whether a restructuring constitutes a troubled debt restructuring. The amendments in this Update are effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. Early adoption is permitted. The company has adopted the guidance and the adoption does not have a significant impact on our financial position or results of operations.
In 2011, the Financial Accounting Standards Board ("FASB") issued new accounting guidance that amends some fair value measurement principles and disclosure requirements. The new guidance states that the concepts of highest and best use and valuation premise are only relevant when measuring the fair value of nonfinancial assets and prohibits the grouping of financial instruments for purposes of determining their fair values when the unit of account is specified in other guidance. The Company will adopt this accounting standard upon its effective date for periods ending on or after December 15, 2011, and do not anticipate that this adoption will have a significant impact on our financial position or results of operations.
In 2011, the FASB issued new disclosure guidance related to the presentation of the Statement of Comprehensive Income. This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. The Company will adopt this accounting standard upon its effective date for periods ending on or after December 15, 2011, and do not anticipate that this adoption will have any impact on our financial position or results of operations.
Note 4 – Accounts Receivable
(a) | Accounts Receivable |
December 31, | June 30, | |||||||
2010 | 2011 | |||||||
Current accounts receivable | $ | 7,059,935 | 7,197,345 | |||||
Subtract: Allowance for doubtful accounts | - | - | ||||||
Current accounts receivable, net | $ | 7,059,935 | 7,197,345 |
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Current receivables also consisted of revenue recognized in excess of amounts billed for the EPC contracts recognized using the percentage of completion method. As of December 31, 2010 and June 30, 2011, the revenue recognized in excess of amounts billed amounted to approximately $2,328,420 and $ 3,773,222, respectively.
(b) | Long-term Accounts Receivable |
The Company classified accounts receivable which are to be collected after one year as long-term accounts receivable.
The following accounts receivable consisted of receivables related to revenue recognized in excess of amounts billed of approximately $4,679,121 and $2,428,040 as of December 31, 2010 and June 30, 2011, respectively. These receivables have original maturities of greater than 12 months. As of June 30, 2011, these balances include $2,428,040 that has been classified to current receivable due to a change in contractual term from March 2013 to March 2012.
December 31, | June 30, | |||||||
2010 | 2011 | |||||||
Gross | $ | 6,242,969 | $ | 3,029,907 | ||||
Unearned Income | (938,834 | ) | - | |||||
Allowance for doubtful accounts | (625,014 | ) | (601,867 | ) | ||||
Total, net | $ | 4,679,121 | $ | 2,428,040 | ||||
Less: Current portion | - | (2,428,040 | ) | |||||
Total | $ | 4,679,121 | $ | - |
Contractual maturities of the long-term accounts receivables at June 30, 2011 are summarized as follows:
Amount | ||||
Twelve months ended June 30, 2012 | 2,428,040 | |||
Twelve months ended June 30, 2013 | 601,867 | |||
Total | 3,029,907 |
Note 5 – Inventories
As of December 31, 2010 and June 30, 2011, inventories consist of the following:
December 31, | June 30, | |||||||
2010 | 2011 | |||||||
Raw materials | $ | 1,589,194 | $ | 2,256,683 | ||||
Work in progress | 6,837,139 | 10,756,540 | ||||||
Finished goods | 235,467 | 211,913 | ||||||
Total inventories | $ | 8,661,800 | $ | 13,225,136 |
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For the three months ended June 30, 2010 and 2011, no accrual for inventory provision was required. For the six months ended June 30, 2010 and 2011, management accrued inventory provision of $0 and $26,141, respectively.
Note 6 –Property, plant and equipment, Net
As of December 31, 2010 and June 30, 2011, property, plant and equipment consist of the following:
December 31, | June 30, | |||||||
2010 | 2011 | |||||||
Plants & Buildings | $ | - | $ | 19,884,654 | ||||
Machinery equipment | 666,335 | 4,264,672 | ||||||
Transportation equipment | 395,582 | 383,911 | ||||||
Office equipment | 502,625 | 1,483,218 | ||||||
Accumulated depreciation | (791,252 | ) | (1,301,923 | ) | ||||
Subtotal | 773,290 | 24,714,532 | ||||||
Construction in progress | 9,328,465 | 185,347 | ||||||
Property, plant and equipment, net | $ | 10,101,755 | $ | 24,899,879 |
The Company exercised a purchase option of the office building in Shanghai Zhangjiang Integrated Circuit Industrial Zone in March 2011. The building is recorded at cost of RMB 48,526,172 (approximately $7,498,264) and will be depreciated over 38 years starting from July 2011 when the building is place into service.
Depreciation expense for the three months ended June 30, 2010 and 2011 was $57,284 and $285,040, respectively. Depreciation expense for the six months ended June 30, 2010 and 2011 was $102,807 and $498,415, respectively.
Note 7 – Intangible Assets
Intangible assets mainly represent the purchase for usage of a parcel of land in Yangzhou, China, where the manufacturing plant is located. The Company has obtained the usage title of the land in December 2009. The land use right is recorded at cost of $2,438,632 and is amortized over the lease term of 50 years starting from November 2009 when it was acquired. The amortization expense recorded for three months ended June 30, 2010 and 2011 amounted to $13,700 and $22,740, respectively. The amortization expense recorded for six months ended June 30, 2010 and 2011 amounted to $34,101 and $34,155, respectively. The remaining balance represents the net value of purchased software.
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Note 8 – Short Term Bank Loans
On September 1, 2009, the Company borrowed $880,200 in a short-term loan from one bank in China which matured on August 31, 2010 with a 5.841% annual interest rate. The bank loan was collateralized by Shanghai Engineering’s leased office space, which is owned jointly by Mr. Qinghuan Wu, the Chairman of the Board and Chief Executive Officer of the Company, and his son. The full amount of $880,200 was repaid on January 5, 2010.
On November 18, 2010, CER Shanghai borrowed RMB 8,400,000 (approximately $1,260,000) for working capital purpose from Shanghai Pudong Development Bank, Shanghai Branch. The term of the loan is one year. The loan agreement permitted the Company to draw down up to RMB 8,400,000 in principal amount before the end of 2010. The loan has been guaranteed by Qinghuan Wu, the Company’s Chief Executive Officer, and Jialing Zhou, a former director of the Company, and wife of Mr. Wu. The Company has also pledged the receivables from Sopo. The loan agreement provides for quarterly interest payments at an annual interest rate of 6.116%. On November, 2010, the Company drew down RMB 8,400,000, the full amount. The Company paid back RMB 4,900,000 as planned, leaving the short-term loan balance of RMB 3,500,000(approximately $540,820) as at June 30, 2011.
On December 9, 2010, CER Yangzhou entered into a three-year, loan facility with the Bank of China, Yizheng Branch. The facility is RMB 30,000,000 (approximately $4,500,000). The funds may be drawn down as a short term loan used for trade financing or similar purposes. Any amounts due under the loan are repayable on November 24, 2013. The loan has been guaranteed by Qinghuan Wu, the Company’s Chief Executive Officer, Jialing Zhou, a former director of the Company, and wife of Mr. Wu, one of the Group’s subsidiary and one of the Group’s VIE, CER Shanghai, and Shanghai Engineering, and Yizheng Auto Industrial Park Investment and Development Co., Ltd. The Company has also pledged its land use right in Yizheng. By the end of 2010, the Company drew down RMB 21,000,000 (approximately $3,171,000) under the facility as a short-term loan, due in one year, which amount carries an annual interest rate of 5.838%. On June 20, 2011, the Company drew down RMB 9,152,782 (approximately $1,414,288) under the facility as a short-term loan, due in six months, which amount carries an annual interest rate of 5.56%. These funds were all used for working capital.
Interest expenses of short-term bank loans were $0 and $62,721 for the three months ended June 30, 2010 and 2011, respectively. Interest expenses of short-term bank loans were $1,571 and $126,122 for the six months ended June 30, 2010 and 2011, respectively.
Note 9 – Long Term Loans
On February 1, 2010, the Company, through its subsidiaries, CER Shanghai (“Borrower”) and CER Hong Kong (“Paying Agent”), entered into a series of agreements for a loan arrangement with two lenders (the “Loan Agreements”). The proceeds of this loan were used for construction of the new plant in China for the production of the Company’s products.
The aggregate principal amount of the loan under the two Loan Agreements is $4,000,000. The principal is due January 15, 2013, and bears interest at the annual rate of 15.1%. The loan repayments are to be made three times a year starting May 15, 2010, and are fully amortizing, such that the principal and interest will be fully repaid at maturity. The Company will pay the sum of $566,023 at the end of every four calendar months, commencing May 15, 2010.
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On April 15, 2011, CER paid the remaining outstanding principal due under the $4 million long-term loan. The prepayment sum of $2,981,244 represented the principal amount due, the prepayment premium and the net interest due.
According to the loan agreement provisions, as an additional inducement to the Lender to make the Loan, CER will issue to the Lender or its designee, on each date that an amount of principal of the Loan is paid, shares of common stock of CER, on a restricted basis, without registration rights, as follows: If the RMB exchange rate between the RMB and United States Dollar (“USD”) is less than RMB 6.8271(the agreed upon exchange rate on the date of the making of the Loan), such that the value of the RMB is greater than the USD, then the difference in the principal installment calculated at the rate of RMB and calculated at the rate of RMB to USD on such repayment date will be converted into a US dollar amount and divided by the closing price of one share of common stock of CER on the OTC or stock exchange, the result of which will represent that number of shares to be issued to the Lender as of such date, in restricted stock. The total number of shares due to the lenders under the terms of the Exchange Rate Differential Payment provisions of the Loan Agreement is 151,656, which were all issued as of June 30, 2011. There are no derivative liabilities under the terms of the Exchange Rate Differential Payment provisions of the Loan Agreement as of June 30, 2011 as the amount has been fully paid in April 2011.
Contemporaneously with the funding of the Loan Agreements, on February 1, 2010, Mr. Qinghuan Wu, arranged for Haide Engineering (Hong Kong) Limited (“Haide”), a company controlled by Mr. Qinghuan Wu, to lend to the Company the sum of $1,000,000. The proceeds of this loan will be forwarded to CER Yangzhou in the form of an investment which helped fund the Company’s new plant in Yangzhou, China. The loan is an interest only loan, bearing interest at the annual rate of 9.5%, and is unsecured. The Company will pay the sum of $23,750 at the end of every three calendar months. The principal is due in full on January 30, 2012; hence the remaining loan is classified as a current liability (long-term loan, current). The loan is unsecured and there are no guarantees of the interest or principal. Shanghai Engineering has subordinated its loan to those under the Loan Agreements. The Company repaid principal of $460,000 in December 2010 and the balance as of June 30, 2011 was $543,778. The Company will pay the sum of $12,915 at the end of every three calendar months thereafter.
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Note 10 – Convertible Notes
On May 21, 2009, the Company entered into a term loan agreement (“Convertible Notes Agreement”) with an investment company (the “Lender”). Pursuant to the Convertible Notes Agreement, the lender provides term loan financing (“Convertible Notes”) to the Company in an amount of up to $5,000,000 within 6 months of the making, which may be drawn from time to time, in whole or in installments, upon notice, but once repaid shall not be subject to reborrowing. The proceeds from this Convertible Note were used for the construction of a new plant located in Yangzhou, China for the production of the products, including, but not limited to, the purchase of land for the plant, buildings, equipment and for the facilitating of financing loans from one or more in-China banks and other institutional lenders. Any amount borrowed will bear interest at 9.5%, payable every six months, calculated and compounded quarterly. Each draw is due twenty-four (24) months after the draw down date, together with any accrued and unpaid interest. The Company drew down $5,000,000 on September 29, 2009. For the three months ended June 30, 2010 and 2011, interest expense of $555,846 and $278,064, respectively, was incurred. For the six months ended June 30, 2010 and 2011, interest expense of $1,111,910 and $547,977, respectively, was incurred. The Convertible Notes could be converted to 2,777,778 shares of common stock at the conversion price of $1.80. In addition, the Company has issued the Lender a five-year common stock purchase warrant (“Commitment Warrants”) to purchase up to 1,388,889 shares of the Company’s common stock, which is that number of shares of the Company’s common stock equal to 50% of the principal sum of this Convertible Note divided by the conversion price of $1.80. In connection with these Convertible Notes, the Company issued to the Lender one hundred shares of Series B preferred stock that provides for voting rights and the right to appoint directors to the Company’s Board in the event of defaults equal to or exceeding $1,000,000 in the aggregate amount.
The Lender may recall a Convertible Note after the first anniversary of the draw down at a redemption price equal to the outstanding principal plus any accrued and unpaid interest upon the closing by the Company of any debt and/or equity financing (except for debt financings with banks or institutional lenders in China), in an amount up to 50% of the amount financed. Additionally, upon occurrence of certain events, the Lender can demand the entire outstanding principal, together with any accrued and unpaid interest to be immediately repaid in full or in part. The Company can also prepay the Convertible Note at any time it desires with accrued interest and unpaid interest. On September 13, 2010, the Lender agreed not to exercise its right to request an early repayment prior to September 29, 2011.
The embedded conversion feature of the Convertible Notes is accounted for as a derivative liability separately in the balance sheet in accordance with ASC 815,Derivatives and Hedging, because the conversion price is denominated in US dollars, which is a currency other than the Company’s functional currency. The conversion feature accounted as a derivative liability on the balance sheet is classified as a current liability based on the timing of the cash flows derived from the convertible notes. The Convertible Notes were recorded with a discount equal to the fair value of the conversion feature at the transaction date and were accreted to the redemption value of the Convertible Notes from the draw down date to the earliest redemption date using the interest method. The change in fair value of the conversion feature of $511,329 and $32,741 were recorded in the consolidated statements of operations for the three months ended June 30, 2010 and 2011, respectively. The change in fair value of the conversion feature of $822,829 and $203,916 were recorded in the consolidated statements of operations for the six months ended June 30, 2010 and 2011, respectively. The interest expenses recognized for accretion to the redemption value of the Convertible Notes was $232,627 and $39,637 for the three months ended June 30, 2010 and 2011, respectively. The interest expenses recognized for accretion to the redemption value of the Convertible Notes was $465,255 and $76,179 for the six months ended June 30, 2010 and 2011, respectively.
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The grant value of the warrants issued in conjunction with the Convertible Notes was treated as a commitment fee for obtaining the Convertible Notes, and therefore the value was recorded as deferred financing cost to be amortized over the period from grant date to the earliest redemption date of the Convertible Notes. For the three months ended June 30, 2010 and 2011, $204,469 and $74,352 of deferred financing cost was amortized and charged to financial expenses, respectively. For the six months ended June 30, 2010 and 2011, $408,938 and $148,704 of deferred financing cost was amortized and charged to financial expenses, respectively. The Commitment Warrants were recorded as derivative liabilities in accordance with ASC 815, Derivatives and Hedging, because their exercise price is denominated in US dollars, which is a currency other than the Company’s functional currency, i.e., the RMB. Changes in fair value of the Commitment Warrants (Note 14) for the three and six months ended June 30, 2010 and 2011 was recorded in the consolidated statements of operations.
On December 31, 2010, the Company entered into a loan agreement with the Lender to replace and continue the prior lending arrangement which was entered into on May 21, 2009, to extend the term until which the principal amount of $5,000,000 is due to September 29, 2012, and to change certain of the terms of the loan. The aggregate principal amount of the loan extension is $5,000,000, and bears interest at the annual rate of 15.1%, calculated on a monthly compounded basis. The principal and accrued interest are due September 29, 2012. The loan may be prepaid by the Company, without penalty. The loan agreement provides for the typical events of default (which includes default in payment of any part of the principal of or interest, performance or compliance with the collateral agreement, assets attached or seized by any third person and or any part of the loan agreement being declared null and void or its enforceability being challenged), including a cross default clause, and the Company has made various representations and given various covenants to the lender, which includes the audit of the Company’s annual financial statements and review of the interim financial statements as well as the timely filing of such statements. In the event of a default, the lender would have the right to exercise its rights under the Class B Preferred Stock that was issued in connection with the issuance of Convertible Notes, which will continue with respect to the new loan. The Lender continues to have a right of first refusal with respect to future debt and equity fundings and a right to consent to certain debt and equity fundings by the Company and its subsidiaries and affiliates. As a guarantor of the payments under the loan extension, Mr. Wu, the Chief Executive Officer of the Company, pledged 8,000,006 of his shares in CER for the repayment of the principal due under the loan agreement. The pledge will only take effect when the shares are released from its current pledge under the Long Term loan entered into by the Company on February 1, 2010.
The Company has accounted for the replacement and extension of the loan agreement as a modification as the changes are not substantial such that there has been no accounting extinguishment in accordance with ASC 470 Debt – Modifications and Extinguishments. Accordingly a new effective interest rate is determined based on the carrying amount of the original debt and the revised cash flow of the new loan.
Since the loan is fixed in United States dollars, the lender will receive compensation when the Renminbi exchange rate increases against the US dollar as compared to the rate fixed at the borrowing date. Accordingly, the Company has accounted for the feature as an embedded derivative and recognized derivative liability in the amount of $48,461 and $99,589 as of December 31, 2010 and June 30, 2011, respectively. The change in fair value of the derivative liability of $73,182 and $51,128 was recorded in the consolidated statements of operations for the three and six months ended June 30, 2011, respectively.
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Note 11 – Taxation
USA
The Company is subject to U.S. income tax at a rate of 34% on its assessable profits. No such tax has been incurred as the Group did not have any assessable income earned in or derived from the U.S. during the periods presented.
Hong Kong
CER Hong Kong subsidiaries were subject to Hong Kong profit tax at a rate of 16.5% on their assessable profits. No Hong Kong profit tax has been assessed as the Group did not have assessable profit that was earned in or derived from Hong Kong subsidiaries during the years presented.
PRC
The New Enterprise Income Tax ("EIT") law was effective January 1, 2008 and the standard EIT rate is 25%. Pursuant to the PRC tax law, net operating losses can be carried forward 5 years to offset future taxable income.
Pursuant to the PRC income tax laws, Shanghai Engineering is subject to enterprise income tax at a statutory rate of 15% as a high technology entity. Shanghai Environmental, CER Shanghai and CER Yangzhou are subject to enterprise income tax at a statutory rate of 25%.
Deferred tax assets and liabilities without taking into consideration the offsetting of balances are as follows:
December 31, | June 30, | |||||||
2010 | 2011 | |||||||
Restated | ||||||||
Deferred tax assets, non-current: | ||||||||
Tax loss carry forwards | 3,299,721 | 3,961,162 | ||||||
-Allowance for doubtful accounts and provision for inventory | 120,839 | 123,307 | ||||||
Valuation allowance | (3,116,086 | ) | (3,582,994 | ) | ||||
Subtotal | 304,474 | 501,475 | ||||||
Total deferred tax assets | 304,474 | 501,475 | ||||||
Deferred tax liabilities, non-current: | ||||||||
Taxable temporary difference related to derivative liabilities | (132,698 | ) | (78,961 | ) | ||||
Total deferred tax liabilities | (132,698 | ) | (78,961 | ) |
The net balances of deferred tax assets and liabilities after offsetting are as follows:
December 31, | June 30, | |||||||
2010 | 2011 Restated | |||||||
Deferred tax assets, current, net | - | - | ||||||
Deferred tax assets, non-current net | 171,776 | 422,514 | ||||||
Deferred tax liabilities, net | - | - |
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On February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration of Taxation (“SAT”) jointly issued Cai Shui [2008] Circular 1 (“Circular 1”). According to Article 4 of Circular 1, distributions of accumulated profits earned by a foreign investment enterprise (“FIE”) prior to January 1, 2008 to foreign investor(s) in 2008 or after will be exempt from withholding tax (“WHT”) while distribution of the profit earned by an FIE after January 1, 2008 to its foreign investor(s) shall be subject to WHT at a rate up to 10% (a lower rate is available under the protection of tax treaties). Since the Company intends to indefinitely reinvest its earnings to further expand the businesses in mainland China, the foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future. As a result, if any dividends are declared out of the cumulative retained earnings as of December 31, 2007, they should be exempt from WHT. Accumulated losses of non-US subsidiaries as of December 31, 2010 and June 30, 2011 were approximately $498,756 (RMB2,643,099), and $743,321 (RMB4,240,417), respectively, and they are considered to be indefinitely reinvested. Accordingly, no provision has been made. No dividend was declared as of December 31, 2010 and June 30, 2011.
No provision for taxation has been made for Hi-tech, CER Hong Kong, and CER Yangzhou for the three and six months ended June 30, 2010 and 2011, as those subsidiaries did not generate any taxable profits during the periods.
Three months ended June 30, | ||||||||
2010 | 2011 Restated | |||||||
US income tax expense | $ | - | $ | - | ||||
HK income tax expense | - | - | ||||||
PRC income tax benefit/(expense ) | (33,911 | ) | 2,343 | |||||
Total benefit (provision) for income taxes | $ | (33,911 | ) | $ | 2,343 |
Six months ended June 30, | ||||||||
2010 | 2011 Restated | |||||||
US income tax benefit | $ | - | $ | - | ||||
HK income tax expense | - | - | ||||||
PRC income tax benefit (expense) | (201,150 | ) | 20,095 | |||||
Total benefit (provision) for income taxes | $ | (201,150 | ) | $ | 20,095 |
The Company is incorporated in the U.S. and incurred a net operating loss for income tax purposes for the six months ended June 30, 2010 and 2011. The net operating loss carry forwards for the U.S. income tax purposes is approximately $6,266,125 and $ 7,903,135 for the six months ended June 30, 2010 and 2011, respectively, which may be available to reduce future years' taxable income. These carry forwards will expire, if not utilized, in 20 years. Management believes that the realization of the benefits arising from this loss are uncertain due to Company's limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has recorded $3,299,721 and $3,961,162 of deferred tax assets as of December 31, 2010 and June 30, 2011, respectively for these losses carry forwards.
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The valuation allowances as of December 31, 2010 and June 30, 2011 were as follows:
Amount | ||||
Balance of December 31, 2009 | $ | 1,822,225 | ||
Increase | 1,293,861 | |||
Balance of December 31, 2010 | 3,116,086 | |||
Increase | 466,908 | |||
Balance of June 30, 2011 | $ | 3,582,994 |
Note 12 –Earnings per Share
The Company reports earnings per share in accordance with the provisions of ASC 260,“Earnings Per Share”. This standard requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings/(losses) per share excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average common shares outstanding during the period under the two-class method. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. In computing the dilutive effect of convertible securities, the number of shares is adjusted for the additional common stock to be issued as if the convertible securities are converted at the beginning of the period (or at the time of issuance, if later). In computing the dilutive effect of options and warrants, the treasury method is used. Under this method, options and warrants are assumed to be exercised at the beginning of the period and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
The following is a reconciliation of the basic and diluted earnings per share computations for the three and six months ended June 30, 2010 and 2011:
Three months ended June 30, | ||||||||
2010 | 2011 Restated | |||||||
Numerator: | ||||||||
Net income | 271,065 | 861,600 | ||||||
Amount allocated to preferred stockholders | (927 | ) | (2,934 | ) | ||||
Net income available to common stock holders – Basic and diluted | 270,138 | 858,666 | ||||||
Denominator: | ||||||||
Denominator for basic earnings per share -Weighted average common stocks outstanding | 30,883,916 | 31,026,225 | ||||||
Weighted average stock options | - | 77,317 | ||||||
Denominator for diluted earnings per share | 30,883,916 | 31,103,542 | ||||||
Basic earnings per share | $ | 0.01 | $ | 0.03 | ||||
Diluted earnings per share | $ | 0.01 | $ | 0.03 |
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Six months ended June 30, | ||||||||
2010 | 2011 Restated | |||||||
Numerator: | ||||||||
Net income | 459,644 | 385,153 | ||||||
Amount allocated to preferred stockholders | (2,677 | ) | (1,314 | ) | ||||
Net income available to common stock holders – Basic and diluted | 456,967 | 383,839 | ||||||
Denominator: | ||||||||
Denominator for basic earnings per share -Weighted average common stock outstanding | 30,809,439 | 30,979,564 | ||||||
Weighted average stock options | - | 77,317 | ||||||
Denominator for diluted earnings per share | 30,809,439 | 31,056,881 | ||||||
Basic earnings per share | $ | 0.02 | $ | 0.01 | ||||
Diluted earnings per share | $ | 0.02 | $ | 0.01 |
For the three and six months ended June 30, 2010, warrants to purchase 3,357,450 shares of the Company’s common stock and options to purchase 560,000 shares of its common stock, as of June 30, 2010, were not included in the calculation of dilutive earnings per share because of their anti-dilutive effect.
For the three months and six months ended June 30, 2011, convertible notes, and warrants to purchase 120,000 shares of the company were excluded from the diluted earnings per share calculation because of their anti-dilutive effect.
Note 13 – Convertible Preferred Stock
Series A Convertible Preferred Stock
On April 15, 2008 and as a condition to closing of the Share Exchange, CER entered into Securities Purchase Agreements with 25 accredited investors pursuant to which CER issued and sold an aggregate of 7,874,241 units at a unit price of $1.08 (the "Financing"). Each unit consisted of one share of CER's Series A convertible preferred stock, par value of $0.001, and one warrant to purchase one-half of one share of CER's common stock at an exercise price of $1.29 per share. After the 1-for-2 reverse stock split conducted on April 16, 2008, the 7,874,241 shares of the Company’s Series A convertible preferred stock are convertible into 3,937,121 shares of common stock and the warrants are exercisable into 1,968,561 shares of the Company's common stock at an exercise price of $2.58 per share. The issuance costs of $1,859,902, including commissions, legal fees and transaction expenses were taken from the proceeds. The net proceeds were allocated between the Series A convertible preferred stock and warrants based on their relative fair values. As of the closing date, the fair value of Series A convertible preferred stock was estimated at $1.68 where as the fair value of the warrants was estimated at $0.85. As a result, an aggregate amount of $5,307,539 was allocated to Series A convertible preferred stock and $1,336,739 was allocated to the warrants. The fair value of the warrants was initially valued using the binomial model with assumptions such as, stock price, volatility, expected term, dividend, risk-free interest rate, etc.
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The rights, preferences and privileges with respect to the Series A convertible preferred stock are as follows:
Voting
Holders of Series A convertible preferred stock are entitled to the number of votes equal to the number of shares of common stock into which such shares of preferred stock could be converted and to vote as a single class.
Dividends
Holders of Series A convertible preferred stock are entitled to dividends when dividends are declared for common stockholders. There have been no dividends declared to date.
Liquidation
In the event of any liquidation, dissolution or winding up of the Company, the holders of Series A convertible preferred stock shall be entitled to receive the amount of the original issue price per share (as adjusted for the 1-for-2 reverse stock split) for each share of Series A convertible preferred stock, plus all declared and unpaid dividends.
Conversion
Each share of Series A convertible preferred stock is convertible into common stock on a one-for-one basis, anytime at the option of the holder. The current conversion price is $2.16 after taking into effect the 1-for-2 reverse stock split, and the conversion price is subject to adjustment in accordance with the anti-dilution provisions.
There was no beneficial conversion feature charge recognized for the issuance of Series A convertible preferred stock on the issuance date as the estimated fair value of the common stock is less than the conversion price on the date of issuance. The Company’s common stock was quoted on the OTCBB and has been publicly traded. However, with the high volatility and extremely low trading volume during the time when the Company entered into this Financing transaction, the fair value of the Company’s common stock as of April 15, 2008 was determined based on the Company’s estimate relied in part on a valuation report prepared by an independent valuer. The estimated fair value of the common stock was $1.55 per share.
Adjustment of Series A Convertible Preferred Stock Conversion Price and Warrant Exercise Price
In accordance to the anti-dilution provisions of the afore-mentioned Financing, if the Company shall issue additional shares without consideration or for consideration per share less than the conversion price and/or the warrant exercise price in effect immediately prior to the issuance, such conversion price and exercise price shall be adjusted.
For the year ended December 31, 2010, 462,963 shares of Series A convertible preferred stock were converted into 245,098 shares of common stock. During the six months ended June 30, 2011, no shares of Series A convertible preferred stock were converted.
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As of December 31, 2010 and June 30, 2011, the Company had 200,000 and 200,000 shares of Series A convertible preferred stock issued and outstanding, respectively
Series B Convertible Preferred Stock
In connection with the Convertible Notes Agreement discussed in Note 10, the Company was required to issue to the Lender one hundred shares of Series B Preferred Stock, par value at $0.001. The Series B preferred stock provides voting rights and the right to appoint directors only in the event of defaults which equal or exceed $1,000,000 in the aggregate. The Series B preferred stock is senior to all other capital stock of the Company. The holder of the Series B preferred stock will not be entitled to any dividends, any liquidation preference of any kind, or any conversion right to convert the Series B preferred stock into the Company’s common stock.
Note 14 – Warrant and Derivative Liabilities
In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Under the authoritative guidance, effective January 1, 2009, instruments, which do not have fixed settlement provisions, are deemed to be derivative instruments. The conversion feature and embedded derivative of the Company’s convertible note (described in Note 10), the related warrants and the warrants issued in connection with the Series A convertible preferred stock, do not have fixed settlement provisions because their conversion and exercise prices are denominated in US dollars, which is a currency other than the Company’s functional currency. Additionally, the Company was required to include the reset provision in order to protect the holders from potential dilution associated with future financings. In accordance with the FASB authoritative guidance, the conversion feature and embedded derivative of the Convertible Notes was separated from the host contract (i.e. the Convertible Notes) and recognized as a derivative liability in the balance sheet, and the warrants issued in connection with the Convertible Notes and Series A preferred stock have been recorded as warranty liabilities in the balance sheet to be re-measured at the end of every reporting period with changes in fair values reported in the consolidated statements of operation and other comprehensive income.
The derivative liabilities were valued using both the Black-Scholes and Binomial valuation techniques with the following assumptions:
September 29,2009 | December 31, 2010 | June 30, 2011 | ||||||||||
(Issuance date) | ||||||||||||
Conversion feature of Convertible Note: | ||||||||||||
Risk-free interest rate | 0.95 | % | 1.15 | % | 1.00 | % | ||||||
Expected volatility | 79.86 | % | 51.0 | % | 36.0 | % | ||||||
Expected life (in years) | 2.00 years | 1.75 years | 1.25 years | |||||||||
Expected dividend yield | - | - | - | |||||||||
Fair Value: | ||||||||||||
Conversion feature | $ | 1,270,500 | 203,916 | - |
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We calculated the derivative liability on exchange rate based on the following key assumptions:
Derivative liability from convertible notes | June 30,2011 | |||
Estimated forward rate | 6.3317 | |||
Discount rate | 0.44 | % | ||
Discount factor | 0.995 | |||
Fair value | $ | 99,589 |
Warrants issued in connection with convertible notes;
May 21, 2009 (Issuance date) | December 31, 2010 | June 30, 2011 | ||||||||||
Number of shares exercisable | 1,388,889 | 1,388,889 | 1,388,889 | |||||||||
Stock price | $ | 1.73 | $ | 1.15 | $ | 0.75 | ||||||
Exercise price | $ | 1.8 | $ | 1.8 | $ | 1.8 | ||||||
Expected dividend yield | - | - | - | |||||||||
Expected life (in years) | 5 | 3.39 | 2.89 | |||||||||
Risk-free interest rate | 2.15 | % | 1.22 | % | 0.79 | % | ||||||
Expected volatility | 70 | % | 78 | % | 83.5 | % | ||||||
Fair Value: | ||||||||||||
Warrants issued in connection with Convertible Note | $ | 1,387,912 | $ | 687,182 | $ | 334,201 |
Warrants issued in connection with Series A convertible preferred stocks:
December 31, 2010 | June 30, 2011 | |||||||
Number of shares exercisable | 1,968,561 | 1,852,820 | ||||||
Risk-free interest rate | 0.72 | % | 0.44 | % | ||||
Expected volatility | 83 | % | 61 | % | ||||
Expected life (in years) | 2.29 | 1.79 | ||||||
Expected dividend yield | - | - | ||||||
Fair Value: | ||||||||
Warrants issued in connection with Series A convertible preferred stock | $ | 645,578 | $ | 67,221 |
(a) | The risk-free interest rate is based on U.S. Treasury securities with compatible life terms. | |
(b) | Due to the short trading history of the Company’s stock, the Company uses the volatility of comparable guideline companies to estimate volatility. | |
(c) | The expected life of the conversion feature of the notes was based on the term of the notes and the expected life of the warrants was determined by the expiration date of the warrants. | |
(d) | The expected dividend yield was based on the fact that the Company has not paid dividends to common shareholders in the past and does not expect to pay dividends to common shareholders in the future. |
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(e) | On March 2011, one warrant holder with the right to purchase 115,741 shares surrendered its warrant to the Company for cancellation and abandonment of all rights thereunder. |
Note 15 - Stock-Based Compensation
Stock Options
On June 24, 2009, the Company appointed one independent director and granted him stock options to purchase 500,000 shares of the Company’s common stock. The options will vest and become exercisable in eight equal installments evenly spread out during the three year period beginning from July 1, 2009. On September 7, 2009, the Company appointed another independent director and granted her a stock option to purchase 60,000 shares of the Company’s common stock. The options will vest and become exercisable in eight equal installments evenly spread out during the two year period beginning from October 1, 2009.
On June 7, 2011, the Board of Directors resolved to modify the Option Plan and adjusted the exercise price of one incumbent director’s options from $1.22 to $0.73 per share and another director’s options from $1.58 to $0.73 per share. The Board also resolved to accelerate the vesting period of one retired director, such that all the shares underlying the option were deemed vested as of June 7, 2011. The total incremental compensation cost in respect of such acceleration and option modification is $202,106.
On June 13, 2011, with the resignation of two former directors, the Company appointed another two directors and granted them both stock options to purchase 60,000 shares of the Company’s common stock. The options will vest and become exercisable in eight equal quarterly installments evenly spread out during the two year period beginning from July 1, 2011. Unvested options shall be terminated and forfeited upon the termination of a holder’s director status.
The Company used the Black-Scholes Model to value the options at the time they were granted and revalue the options when the option agreement terms were changed. The following table summarizes the assumptions used in the Black-Scholes Model when calculating the fair value of the options at the grant dates or revaluation dates:
Fair value per share | $ | 0.39- $ 0.47 | ||
Expected Term(Years) | 4.00-5.56 | |||
Exercise Price | $ | 0.73 | ||
Expected Volatility | 72%-76 | % | ||
Risk Free Interest Rate | 1.16%-1.82 | % |
Since the Company does not have sufficient applicable history of employee stock options activity, the Company uses the simplified method to estimate the life of the options by taking the sum of the vesting period and the contractual life and then calculating the midpoint which is the estimated term of the options.
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For the three months ended June 30, 2010 and 2011, the Company recognized $35,256 and $205,815 of compensation expense, respectively. For the six months ended June 30, 2010 and 2011, the Company recognized $70,509 and $241,068 of compensation expense, respectively.
Following is a summary of the status of options outstanding at June 30, 2011:
Outstanding Options | Exercisable Options | |||||||||||||||||||||
Exercise | Number | Average | Average | Number | Average | |||||||||||||||||
price | remaining | exercise | remaining | |||||||||||||||||||
contractual | Price | contractual | ||||||||||||||||||||
Term | term | |||||||||||||||||||||
$ | 0.73 | 60,000 | 0.25 | $ | 0.73 | 52,500 | 0.25 | |||||||||||||||
$ | 0.73 | 500,000 | - | $ | 0.73 | 500,000 | - | |||||||||||||||
$ | 0.73 | 60,000 | 2 | $ | 0.73 | - | 2 | |||||||||||||||
$ | 0.73 | 60,000 | 2 | $ | 0.73 | - | 2 | |||||||||||||||
Total | 680,000 | 552,500 |
Following is a summary of the option activity:
Outstanding as of December 31, 2009 | 560,000 | |||
Granted | - | |||
Forfeited | - | |||
Exercised | - | |||
Outstanding as of December 31, 2010 | 560,000 | |||
Granted | 120,000 | |||
Forfeited | - | |||
Exercised | - | |||
Outstanding as of June 30, 2011 | 680,000 | |||
Vested and exercisable as of June 30, 2011 | 552,500 |
Note 16 – Interest Expense, Net
Three months ended June 30, | ||||||||
2010 | 2011 | |||||||
Interest of convertible notes | $ | 118,750 | $ | 164,076 | ||||
Interest of long-term loan | 172,139 | 59,632 | ||||||
Amortization of deferred financing cost | 204,469 | 74,352 | ||||||
Accretion of convertible notes | 232,627 | 39,637 | ||||||
Accretion of long term loan | 17,029 | 66,055 | ||||||
Expense of common stock issued | - | 144,498 | ||||||
Interest of short-term bank loans | - | 62,721 | ||||||
Bank note discount interest | - | 511 | ||||||
Interest capitalized | (38,148 | ) | - | |||||
Interest income | (62,093 | ) | (5,743 | ) | ||||
Total | $ | 644,773 | $ | 605,739 |
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Six months ended June 30, | ||||||||
2010 | 2011 | |||||||
Interest of convertible notes | $ | 237,717 | $ | 323,094 | ||||
Interest of long-term loan | 283,001 | 187,651 | ||||||
Amortization of deferred financing cost | 408,938 | 148,704 | ||||||
Accretion of convertible notes | 465,255 | 76,179 | ||||||
Accretion of long term loan | 17,029 | 81,870 | ||||||
Expense of common stock issued | - | 184,806 | ||||||
Interest of short-term bank loans | 1,571 | 126,122 | ||||||
Bank note discount interest | - | 84,178 | ||||||
Warrant cancellation | - | (15,547 | ) | |||||
Interest capitalized | (41,213 | ) | - | |||||
Interest income | (63,157 | ) | (221,793 | ) | ||||
Total | $ | 1,309,141 | $ | 975,264 |
Note 17 – Related Party Transactions
In 2005, Shanghai Engineering entered into agreements with the son of Mr. Qinghuan Wu to lease the office at Quyang Road, Hongkou District, Shanghai for 5 years. For the three months ended June 30, 2010 and 2011, the Company paid $13,201 and $5,170, respectively, as rental expense to Mr. Qinghuan Wu's son. For the six months ended June 30, 2010 and 2011, the Company paid $26,404 and $18,373, respectively, as rental expense to Mr. Qinghuan Wu's son. In May 2011, CER terminated the lease agreement and moved to a new Shanghai office.
On February 1, 2010, Mr. Qinghuan Wu, arranged for a loan from Haide, a company controlled by Mr. Qinghuan Wu, to the Company in the sum of $1,000,000. The proceeds of this loan will be forwarded to CER Yangzhou for additional paid-in capital which helped fund the Company’s new plant in Yangzhou, China. The loan is an interest only loan, bearing interest at the annual rate of 9.5%, and is unsecured. The Company will pay the sum of $23,750 at the end of every three calendar months. The principal is due in full on January 30, 2012, hence the remaining loan is classified as a current liability (long-term loan, current). The loan is unsecured and there are no guarantees of the interest or principal. The Company repaid principal of $ 460,000 in December 2010 and the balance as of June 30, 2011 was $543,778, after taking the exchange rate into account.
On January 8, 2011, CER signed a contract for the design, manufacture and installation of a major waste heat recovery system with Zhenjiang Kailin Clean Heat Energy Co., Ltd. (“Zhengjiang Kailin”) of Zhenjiang City. The contract was valued at RMB 300 million (approximately $46 million), including the engineering part of RMB 8 million (approximately $1 million), procurement part of RMB 240 million (approximately $37 million) and construction part of RMB 52 million (approximately $8 million). The system will be part of a new sulfuric acid plant and is capable of producing up to 122 tons of steam-per-hour at 485° C and 5.4 MPa from operations at the plant. 32 percent of the project was completed as of June 30, 2011 and is scheduled for fully completion by the end of 2011. Transactions between CER and Zhenjiang Kailin were presented as related party transactions because the Chairman, Chief Executive Officer and majority shareholder of Green Asia Resources, Inc. (“Green Asia”), the parent company of Zhengjiang Kailin, is the owner of a significant creditor and less than 5% shareholder of CER, our executive officers own, as a result of a private placement and prior consulting arrangement, a small number (less than 1%) of shares in Green Asia, and, that at the time the contract was signed, a less than 5% shareholder of both CER and Green Asia was a member of CER’s Board of Directors. However, management of each company is different and the directors at Green Asia and Zhenjiang Kailin are independent of CER, CER confirms the contracts were negotiated and approved on an arms-length basis. For the three and six months ended June 30, 2011, revenue earned from the contract amounted to $11,293,381 and $13,068,038 respectively. The cost of revenue associated with the revenue is $9,352,932 and $10,870,875 respectively; advances received from the related party for the work under contract amounted to $2,297,156 as of June 30, 2011.
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Note 18 – Retirement Benefits
As stipulated by the relevant laws and regulations applicable to enterprises operating in the PRC, the Company and its PRC subsidiaries and affiliates are required to maintain a defined contribution retirement plan for all of its employees who are residents of the PRC. The Company contributes to a statutory government retirement plan approximately 22% of the base salary of each of its employees and has no further obligations for the actual pension payments or post-retirement benefits beyond the annual contributions. The statutory government retirement plan is responsible for the entire pension obligations payable for all past and present employees.
The Company made contributions of $92,962 and $46,783 for employment benefits, including pension payments for the three months ended June 30, 2010 and 2011, respectively. The Company made contributions of $122,760 and $114,158 for employment benefits, including pension payments for the six months ended June 30, 2010 and 2011, respectively.
Note 19 – Statutory Reserve
As stipulated by the relevant laws and regulations applicable to enterprises operating in the PRC, the Company and its PRC subsidiaries and affiliates are required to make annual appropriations to a statutory surplus reserve fund. Specifically, the Company is required to deposit 10% of its profits after taxes, as determined in accordance with the PRC accounting standards applicable to the Company, to a statutory surplus reserve until such reserve reaches 50% of the registered capital of the Company.
The transfer to this reserve must be made before distribution of any dividend to shareholders. For the year ended December 31, 2010, the Company transferred $0, because its China subsidiaries incurred losses in 2010. Statutory reserve amounted to $132,802 as of December 31, 2010 and June 30, 2011.
The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years' losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 50% of the registered capital. The remaining required contributions to the statutory reserves required were approximately $8,015,475 as of June 30, 2011.
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Note 20 – Commitments and Contingencies
Capital contribution to CER Yangzhou
As described in Note 1, CER Yangzhou has registered capital of $20,000,000 of which $13,500,000 has been invested as of June 20, 2011; the remaining capital is scheduled to be injected before August 28, 2011.
Lease and Operation Commitments
According to the renewed and amended Leasing and Operation Agreement (Note 1) between Shanghai Engineering and Shanghai Si Fang, Shanghai Engineering has recorded a lease expense and integrated management fee in the amount of $124,500 and $0 under cost of revenue and general administrative expenses for the three months ended June 30, 2010 and 2011, respectively;
For the six months ended June 30, 2010 and 2011, Shanghai Engineering recorded lease payment and the integrated management fees under cost of revenue in the amount of $249,489 and $0, respectively.
The Company has paid all the lease payments under this lease; therefore there is no future lease payment under this lease as of June 30, 2011.
Rental commitments
On January 1, 2009, Shanghai Engineering renewed the lease agreement with the son of Mr. Qinghuan Wu to continue the lease of the current office space (approximately 375 square meters) for one year until December 31, 2010 and the monthly rental was $4,398, which is approximately the market price in Shanghai. After moving into the new office space in Shanghai Zhangjiang Hi-tech Park (“Zhangjiang”), the lease agreement terminated as of April 30, 2011. For the three months ended June 30, 2010 and 2011, the company incurred $13,203 and $5,170, respectively. For the six months ended June 30, 2010 and 2011, the company incurred $26,404 and $18,373, respectively, as rental expense under the lease.
On March 19, 2009, CER Shanghai entered into an office lease agreement with Shanghai Zhangjiang Integrated Circuit Industrial Zone Development Co., Ltd., to lease an office space (approximately 2,664 square meters) in the Shanghai Zhangjiang Hi-tech Park (“Zhangjiang”), which is the new office space and the design and engineering center of the Company in China. The lease is for two years from March 1, 2009 through February 28, 2011. The Company is also required to make a security deposit of approximately $292,613 in addition to the annual lease payments. Rental expenses have been recognized on a straight-line basis. CER Shanghai also has an option to purchase the office space. If CER Shanghai exercises the purchase option, all the lease payments and the deposit payment made can be credited against the purchase price and counted as a partial purchase payment. The Company has paid the first year’s rental fee in the amount of $146,304 and the security deposit of $292,613 in April 2009, and has also paid the second year’s rental fee in the amount of $851,525 in February 2010.The Company has amortized the total rental fee using straight-line method over the 2-year lease period. For the three months ended June 30, 2010 and 2011, the rental expense was $124,787 and $0, respectively. For the six months ended June 30, 2010 and 2011, the rental expense was $249,592 and $86,311, respectively.
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On March 30, 2011, CER Shanghai exercised the purchase option with Shanghai Zhangjiang Integrated Circuit Industrial Zone Development Co., Ltd. The total purchase price of the building is RMB 48,526,172 (approximately $7,498,264), which represents the price of the building. CER Shanghai paid in full by cash and bank acceptance, as of June 30, 2011. The maturity date of the bank acceptance shall be no later than October 10, 2011.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains disclosures which are forward-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current facts, such as, but not limited to, the discussion of economic conditions in market areas and their effect on revenue growth, the discussion of our growth strategy, the potential for and effect of future governmental regulation, fluctuation in global energy costs, the effectiveness of our management information systems, and the availability of financing and working capital to meet funding requirements, and can generally be identified by the use of words such as "may," "believe," "will," "expect," "project," "estimate," "anticipate," "plan" or "continue." These forward-looking statements are based on the current plans and expectations of our management and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. These factors include, but are not limited to: the general economic conditions that may affect our customers desire or ability to invest in energy recovery systems; the cost of raw materials; the availability of environmental credits; the positive and adverse effect of governmental regulation affecting energy recovery systems; our reliance on customers in heavy industry, such as chemicals and steel production, and state owned or controlled enterprises; competition in the industry of heat and energy recovery systems; the availability of and costs associated with potential sources of financing; difficulties associated with managing future growth; our ability to increase manufacturing capacity to meet demand; fluctuations in currency exchange rates; restrictions on foreign investments in China; uncertainties associated with the Chinese legal system; the loss of key personnel; and our ability to attract and retain new qualified personnel.
These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise
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Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
China Energy Recovery, Inc. (the "Company," "we," "us," or "our") is headquartered in Shanghai, China, and, through its subsidiaries and affiliates, is in the business of designing, fabricating, implementing and servicing industrial energy recovery systems. The Company's energy recovery systems capture industrial waste energy for reuse in industrial processes or to produce electricity and thermal power, thereby allowing industrial manufacturers to reduce their energy costs, shrink their emissions and generate sellable emissions credits. The manufacturing took place at the Company's leased manufacturing facilities in Shanghai, China prior to completion of Phase I of our new Yangzhou plant completed. From May 2011, all of our production was carried out in our Yangzhou plant. The Company transports the manufactured systems in parts via truck, train or ship to the customers' facilities where the system is assembled and installed. The Company has primarily sold energy recovery systems to chemical manufacturing plants to reduce their energy costs by increasing the efficiency of their manufacturing equipment. The Company mainly sells its energy recovery systems and services directly to customers.
On January 24, 2008, we entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Poise Profit International, Ltd. ("Poise Profit") and the shareholders of Poise Profit. Pursuant to the Share Exchange Agreement, we acquired 100% of the issued and outstanding shares of Poise Profit's common stock in exchange for the issuance of 41,514,179 (pre reverse split) shares of our common stock to the shareholders of Poise Profit. The share exchange (the "Share Exchange") transaction was consummated on April 15, 2008. As a result of the closing of the Share Exchange on April 15, 2008, our new business operations consist of those of Poise Profit's Chinese subsidiary, Hi-tech, which were subsequently transferred to CER (Hong Kong) Holdings Limited (“CER Hong Kong”). CER Hong Kong is principally engaged in designing, marketing, licensing, fabricating, implementing and servicing industrial energy recovery systems capable of capturing industrial waste energy for reuse in industrial processes or to produce electricity and thermal power.
CER Hong Kong carries out its operations through its subsidiary CER Shanghai, CER Yangzhou and an affiliated entity with which CER Hong Kong has a contractual relationship, Shanghai Engineering. Shanghai Engineering's manufacturing activities were carried out by Vessel Works Division located in Shanghai, China, through a lease agreement with Vessel Works Division's owner, which agreement has since been terminated. The term “Company” refers to the group of companies described above.
The energy recovery systems that we produce capture industrial waste energy for reuse in industrial processes or to produce electricity and thermal power, which allow industrial manufacturers to reduce a portion of their energy costs, shrink their emissions and potentially generate saleable emissions credits. We have primarily sold energy recovery systems to chemical manufacturing plants to reduce their energy costs by increasing the efficiency of their manufacturing equipment and help control their pollution output. We have installed more than 122 energy recovery systems throughout China and in a variety of international markets.
In October 2010, the State Council announced that China will continue to focus on supporting and developing certain strategic new industries, such as energy-saving, new energy, high-side equipment manufacturing industries. The government encourages energy recycling and recovery to increase the efficiency of energy utilization. The goal is to increase the GDP of such strategic new industries to 8% and 15% of the total GDP, for the years 2015 and 2020, respectively. In February 2011, the Ministry of Industry and Information Technology announced that China will continue to encourage energy-saving industries, to accelerate the development of recycling economics, recovery industries and energy-saving equipment. The supporting measures will be launched to achieve reductions in energy utilization and to mitigate the release of harmful emissions.
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All of Shanghai Engineering’s manufacturing activities were conducted through a Leasing and Operation Agreement, a form of cooperative manufacturing agreement, originally effective as of May 1, 2003 and subsequently renewed and amended with a state-owned enterprise, Shanghai Si Fang. Pursuant to the agreement, Shanghai Si Fang leased a land use right, and certain buildings and fixed assets (lease elements) in one of its subsidiaries, Vessel Works Division, and provided management services and licenses the “Si Fang” brand and manufacturing license (non-lease elements) of Vessel Works Division to Shanghai Engineering. Because the arrangement contained both the lease and non-lease elements, the amount of quarterly payment was allocated between the lease and non-lease deliverables. The lease elements are classified and accounted for as operating leases and the lease expense was recorded on a straight-line basis. The non-lease elements were accounted for as prepayment for management and licensing fees and the payment was amortized on a straight-line basis over each contractual period. This agreement was terminated in April, 2011.
Facing a possible large market opportunity and potential government supports, we decided to enlarge our production capacity by setting up a new production base. Our plan is to establish CER Yangzhou as a world-class international manufacturing facility of waste heat equipment, in both products and technology. We plan to make highly efficient energy-saving products, using advanced manufacturing processes and equipment. We intend, for this manufacturing facility to embody a completely new look of a modern factory, thus making the Company more competitive; while promoting the development of the local economy and further exploiting the manufacturing advantages in renewable energy equipment and waste heat recovery core equipment. During 2010, we focused much of our energies on the construction of our new manufacturing facility in, Yangzhou, China, and completed the first phase of construction of the plant by January 2011. We completed the transfer of the remaining production function from Vessel Works Division to CER Yangzhou by end of April 2011. From May 2011, all of our production was carried out in CER Yangzhou. Phase two of the facility is still under construction and is anticipated to be complete in 2012.
With phase one of the new facility completed, we are prepared to expand our customer base and enter into more sectors. We expect to incur separate (unrelated to any particular customer project) research and development expenditures to support an expansion into new sectors, such as coke refining and cement, including adding more specialized skills to our engineering and design team. We are also planning on entering into marketing partnerships and licensing deals that should enable us to reach a boarder segment of the market. We believe that there is significant opportunity in international markets and we intend to enter these markets through partnerships.
Critical Accounting Policies and Estimates
While our significant accounting policies are more fully described in Note 3 to our Notes to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q, we believe that the accounting policies described below are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.
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Fair Value Measurements
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires fair value disclosures of those financial instruments. On January 1, 2008, the Company adopted accounting standard regarding fair value measurements, which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The carrying amounts reported in the accompanying consolidated balance sheets for current assets and current liabilities qualify as financial instruments. Management concluded the carrying values of these financial instruments are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and the current market rates of interest. The three levels of valuation hierarchy are defined as follows:
o | Level 1 | Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Fair valued assets and liabilities that are generally included in this category are assets comprised of cash, accounts and notes receivable, and liabilities comprised of bank loans, accounts payable, accrued liabilities and other payables. As of December 31, 2010 and June 30, 2011, the carrying values of these assets and liabilities approximated their fair values. |
o | Level 2 | Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. At December 31, 2010 and June 30, 2011, the Company did not have any fair value assets or liabilities classified as Level 2. |
o | Level 3 | Inputs to the valuation methodology are unobservable and significant to the fair value. Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. |
The following table presents information about the company’s financial liabilities classified as Level 3 as of June 30, 2011.
Balance as of June 30, 2011 | ||||||||||||||||
Carrying | Fair Value Measurements | |||||||||||||||
Value | Using Fair Value Hierarchy | |||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||
Derivative liability (Note 14) | $ | 99,589 | - | - | $ | 99,589 | ||||||||||
Warrant liability (Note 14) | $ | 401,423 | - | - | $ | 401,423 |
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A summary of changes in Level 3 derivative and warrant liabilities for the years ended December 31, 2010 and for the six months ended June 30, 2011 were as follows:
Balance at December 31, 2009 | $ | 2,243,947 | ||
Derivative liability of long term loan, current (Note 9) | 132,470 | |||
Derivative liability of convertible notes (Note 10) | 48,461 | |||
Change in fair value of warrant liability recognized in earnings | (40,187 | ) | ||
Change in fair value of derivative liability recognized in earnings | (628,624 | ) | ||
Balance at December 31, 2010 | $ | 1,756,067 | ||
Change in fair value of warrant liability recognized in earnings | (915,790 | ) | ||
Change in fair value of derivative liability recognized in earnings | (323,718 | ) | ||
Warrant cancellation(Note 14) | (15,547 | ) | ||
Balance at June 30, 2011 | $ | 501,012 |
The following presents the carrying value and the estimated fair value of the Company’s convertible note at June 30, 2011:
Carry Value | Fair Value | |||||||
Convertible note | $ | 4,767,761 | $ | 4,855,997 |
The fair value of the convertible note is based on the market interest rate for debt with similar terms and maturity.
In July 2010, the FASB issued an accounting standard update to provide guidance to enhance disclosure related to the credit quality of a company’s financing receivables portfolio and the associated allowance for credit loss. Pursuant to this accounting update, a company is required to provide a greater level of disaggregated information about its financing receivables portfolio and its allowance for credit loss with the objective of facilitating users’ evaluation of the nature of credit risk inherent in the company’s portfolio of financing receivables, how that risk is analyzed and assessed in arriving at the allowance for credit loss, and the changes and reasons for those changes in the allowance for credit loss. The Company has included in Note 3 the expanded disclosure related to both the year end balances and activities during the reporting period.
Derivative Liability
Effective January 1, 2009, the Company adopted the provisions of an accounting standard regarding instruments that are indexed to an entity’s own stock. This accounting standard specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. It provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the scope exception within the standards.
Consolidation of Variable Interest Entities
In accordance with the FASB’s Interpretation regarding the consolidation of variable interest entities, variable interest entities are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. Each variable interest entity with which the Company is affiliated must be evaluated to determine who is the primary beneficiary of the risks and rewards of ownership of the variable interest entity. The primary beneficiary is required to consolidate the variable interest entity's financial information for financial reporting purposes.
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We have concluded that Shanghai Engineering is and Shanghai Environmental was variable interest entities and that Poise Profit and CER Hong Kong are the primary beneficiaries. Under the requirements of FASB’s accounting standard, Poise Profit and CER Hong Kong consolidated the financial statements of Shanghai Engineering and Shanghai Environmental. As all companies are under common control (see Note 1 to our consolidated financial statements), the consolidated financial statements have been prepared as if the arrangements by which these entities became variable interest entities had occurred retroactively. We have eliminated inter-company items from our consolidated financial statements.
All of Shanghai Engineering’s manufacturing activities were conducted through a Leasing and Operation Agreement, a form of cooperative manufacturing agreement, originally effective as of May 1, 2003 and subsequently renewed and amended with a state-owned enterprise, Shanghai Si Fang. Pursuant to the agreement, Shanghai Si Fang leased a land use rights, and certain buildings and fixed assets (lease elements) in one of its subsidiaries, Vessel Works Division, and provided management services and licensed the “Si Fang” brand and manufacturing license (non-lease elements) of Vessel Works Division to Shanghai Engineering. Because the arrangement contained both the lease and non-lease elements, the amount of quarterly payments is allocated between the lease and non-lease deliverables. The lease elements were classified and accounted for as operating leases and the lease expense was recorded on a straight-line basis. The non-lease elements were accounted for as prepayment for management and licensing fees and the payment was amortized on a straight-line basis over each contractual period. This agreement was terminated in April 2011.
Shanghai Engineering does not have a variable interest in Vessel Works Division through this agreement as the arrangement is established between Shanghai Engineering and Shanghai Si Fang. Shanghai Engineering does not have any contractual or ownership interest in Vessel Works Division, and therefore, Shanghai Engineering does not have variable interests in Vessel Works Division.
The arrangement, however, may result in Shanghai Engineering having variable interests in Shanghai Si Fang, but as Shanghai Si Fang is a state-owned enterprise that has substantive operations other than this lease and operation arrangement, Shanghai Engineering is not the primary beneficiary of Shanghai Si Fang.
Revenue Recognition
The Company derives revenues principally from
(a) | Provision of Engineering, Procurement and Construction ("EPC") services, which are essentially turnkey contracts where the Company provides all services in the whole construction process from design, development, engineering, manufacturing, procurement to installation; |
(b) | Sales of energy recovery systems; and |
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(c) | Provision of design services. |
Revenue by the above categories for three and six months ended June 30, 2010 and 2011 are summarized as follows:
Three months ended June 30, | ||||||||
2010 | 2011 | |||||||
Revenue: | ||||||||
EPC contracts | $ | 5,626,328 | $ | 13,516,415 | ||||
Product | 1,579,813 | 4,753,411 | ||||||
Totals | $ | 7,206,141 | $ | 18,269,826 |
Six months ended June 30, | ||||||||
2010 | 2011 | |||||||
Revenue: | ||||||||
EPC contracts | $ | 8,309,613 | $ | 19,732,952 | ||||
Product | 2,990,306 | 5,916,933 | ||||||
Totals | $ | 11,299,919 | $ | 25,649,885 |
In accordance with the accounting standard regarding performance of construction-type and certain production-type contracts, and long-term construction-type contracts, the Company adopted the percentage of completion method to recognize revenues and cost of sales for EPC contracts. EPC contracts are long-term, complex contracts involving multiple elements, such as design, manufacturing and installation, which all form one integral EPC project. The energy recovery system involved in an EPC project is highly customized to the specific customer's facilities and essentially not transferable to any other facilities without significant modification and cost. It would be difficult, if not impossible, to beneficially use a single element of a specific EPC project on a standalone basis other than in connection with the facilities for which it was intended. EPC contracts are by nature long-term construction-type contracts, usually lasting more than one accounting period, and the Company is able to reasonably estimate the progress toward completion, including contracts revenues and contracts costs. EPC contacts specify the customers' rights to the goods, the consideration to be paid and received, and the terms of payment. Specifically, the Company has the right to require a customer to make progress payments upon completion of determined stages of the project which serve as evidence of the customer's approval and acceptance of the work completed to date as complying with the terms of the particular EPC contract and upon which the company recognize the revenue.
Sales of the Company's energy recovery systems and related products are essentially product sales. The products consist mainly of waste heat boilers and other related equipment manufactured according to specific customers' specifications. Once manufactured, the Company ships the products to its customers in their entirety in one batch. The Company’s service arrangement also includes a limited warranty to its customers pursuant to which the customers retain between 5% and 10% of the particular contract price as retainage during the limited warranty period (usually 12-18 months). The Company generally recognizes revenues including retainage from product sales when (i) persuasive evidence of an arrangement exists, which is generally represented by a contract between the Company and the customer; (ii) products are shipped; (iii) title and risk of ownership have passed to the customer, which generally occurs at the time of delivery; (iv) the customer accepts the products upon quality inspection performed by them; (v) the purchase price is agreed to between the Company and the customer; and (vi) collectability is reasonably assured. Net revenues represent the invoiced value of products, less returns and discounts, and net of value-added tax.
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In providing design services, the Company designs energy recovery systems and other related systems based on a customer's requirements and the deliverable consists of engineering drawings. The customer may elect to engage the Company to manufacture the designed system or choose to present the Company's drawings to other manufacturers for manufacturing and installation. The Company recognizes revenues from design services when the services are provided, the design drawings are delivered, invoices are issued and collectability is reasonably assured. The Company generally delivers the drawings in one batch.
Recent Accounting Pronouncements
In April 2011, the FASB issued ASU 2011-02 which applies to all creditors, both public and nonpublic, that restructure receivables that fall within the scope of Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. In evaluating whether a restructuring constitutes a trouble debt restructuring, Topic 310 clarifies the guidance on a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. In addition, the amendments to Topic 310 clarify that a creditor is precluded from using the effective interest rate test in the debtor’s guidance on restructuring of payables when evaluating whether a restructuring constitutes a troubled debt restructuring. The amendments in this Update are effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. Early adoption is permitted. The company has adopted the guidance and the adoption does not have a significant impact on our financial position or results of operations.
In 2011, the Financial Accounting Standards Board ("FASB") issued new accounting guidance that amends some fair value measurement principles and disclosure requirements. The new guidance states that the concepts of highest and best use and valuation premise are only relevant when measuring the fair value of nonfinancial assets and prohibits the grouping of financial instruments for purposes of determining their fair values when the unit of account is specified in other guidance. The Company will adopt this accounting standard upon its effective date for periods ending on or after December 15, 2011, and do not anticipate that this adoption will have a significant impact on our financial position or results of operations.
In 2011, the FASB issued new disclosure guidance related to the presentation of the Statement of Comprehensive Income. This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. The Company will adopt this accounting standard upon its effective date for periods ending on or after December 15, 2011, and do not anticipate that this adoption will have any impact on our financial position or results of operations.
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Results of Operations
Comparison of Three Months Ended June 30, 2010 and June 30, 2011
The following table sets forth the results of our operations for the periods indicated as a percentage of revenues:
Three months ended June 30, | ||||||||||||||||
2010 | % of Revenue | 2011 | % of Revenue | |||||||||||||
Restated | Restated | |||||||||||||||
REVENUES | ||||||||||||||||
Third parties | $ | 7,206,141 | 100.0 | % | $ | 6,976,445 | 38.2 | % | ||||||||
Related party | - | - | 11,293,381 | 61.8 | % | |||||||||||
Total revenue | 7,206,141 | 100.0 | % | 18,269,826 | 100.0 | % | ||||||||||
COST OF REVENUES | ||||||||||||||||
Third parties | (6,215,657 | ) | (86.3 | )% | (15,127,655 | ) | (82.8 | )% | ||||||||
Total cost of revenues | (6,215,657 | ) | (86.3 | )% | (15,127,655 | ) | (82.8 | )% | ||||||||
GROSS PROFIT | 990,484 | 13.7 | % | 3,142,171 | 17.2 | % | ||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | (1,350,195 | ) | (18.7 | )% | (2,063,067 | ) | (11.3 | )% | ||||||||
(LOSS)/INCOME FROM OPERATIONS | (359,711 | ) | (5.0 | )% | 1,079,104 | 5.9 | % | |||||||||
OTHER INCOME/(EXPENSE) , NET: | ||||||||||||||||
Change in fair value of warrants | 559,412 | 7.8 | % | 437,901 | 2.4 | % | ||||||||||
Change in fair value of derivative liabilities | 507,405 | 7.0 | % | 161,501 | 0.9 | % | ||||||||||
Non-operating income, net | 242,643 | 3.4 | % | (213,510 | ) | (1.2 | )% | |||||||||
Interest expenses, net | (644,773 | ) | (9.0 | )% | (605,739 | ) | (3.3 | )% | ||||||||
Total other income, net | 664,687 | 9.2 | % | (219,847 | ) | (1.2 | )% | |||||||||
INCOME FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES | 304,976 | 4.2 | % | 859,257 | 4.7 | % | ||||||||||
BENEFIT (PROVISION) FOR INCOME TAXES | (33,911 | ) | (0.5 | )% | 2,343 | 0.0 | % | |||||||||
NET INCOME | 271,065 | 3.7 | % | 861,600 | 4.7 | % | ||||||||||
OTHER COMPREHENSIVE INCOME/(LOSS) | ||||||||||||||||
Foreign currency translation adjustment | 18,568 | 0.3 | % | 86,813 | 0.5 | % | ||||||||||
COMPREHENSIVE INCOME | $ | 289,633 | 4.0 | % | $ | 948,413 | 5.2 | % |
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Revenues. Revenue was $18,269,826 for the three months ended June 30, 2011, as compared to $7,206,141 for the three months ended June 30, 2010, an increase of $11,063,685 or 153.5%. The increase is mainly attributable to the increase in the number of EPC projects, including a contract signed with a related party, Zhenjiang Kailin (see Note 17), and the increase in the average revenue recognized both per EPC and per product contract. Due to the expectation of the larger production capacity of the newly set-up Yangzhou plant, we obtained many large product and EPC orders since last quarter of 2010. The number of EPC contracts carried out increased from 5 to 6. The average revenue per EPC contract increased by $1,128,280 from $1,124,456 for the three months ended June 30, 2010 to $2,252,736 for the same period of 2011, which is mainly due to one significant EPC contract undertaken in 2011. During the three months ended June 30, 2011, with the operation of the plant, we achieved more average revenue per product due to different product specification. The average revenue per product contract increased by $521,223 from $157,836 for the three months ended June 30, 2010 to $679,059 for the same period of 2011.
An analysis of the revenues is as follows:
Three months ended June 30, | ||||||||||||||||
2010 | 2011 | Change ($) | Change (%) | |||||||||||||
Average Revenue per Contract | ||||||||||||||||
EPC | $ | 1,124,456 | $ | 2,252,736 | 1,128,280 | 100 | % | |||||||||
Products | 157,836 | 679,059 | 521,223 | 330 | % | |||||||||||
Average Revenue per Contract | $ | 1,282,292 | $ | 2,931,795 | 1,649,503 | 129 | % | |||||||||
Number of Contracts Completed | ||||||||||||||||
EPC | 5 | 6 | 1 | 20 | % | |||||||||||
Products | 10 | 7 | (3 | ) | (30 | )% | ||||||||||
Total Number of Contracts Completed | 15 | 13 | (2 | ) | (13 | )% |
Cost of Revenues. Cost of revenues increased to $15,127,655 for the three months ended June 30, 2011, as compared to $6,215,657 for the three months ended June 30, 2010, an increase of $8,911,998, or 143.4%. As a percentage of revenues, cost of revenues decreased from 86.3% for the three months ended June 30, 2010 to 82.8% for the three months ended June 30, 2011, a decrease of 3.5%. The absolute increase is consistent with the increase of revenue while the relative decrease is due to the higher margins we obtained from EPC contracts in the three months period ended June 30, 2011 compared with the same period of 2010. As a result of the Chinese economic recovery, the EPC contracts that we have entered into in late 2010 provide better profitable returns. Hence the profit margin realized in 2011 is higher than that of 2010.
Gross Profit. Gross profit was $3,142,171 for the three months ended June 30, 2011, as compared to $990,484 for the three months ended June 30, 2010, an increase of $2,151,687 or 217.2%. As a percentage of revenues, gross profit increased from 13.7% for the three months ended June 30, 2010 to 17.2% for the three months ended June 30, 2011, an increase of 3.5%. The higher gross profit is mainly due to the increase of revenue and higher margin from EPC contracts. During the three months ended June 30, 2011, the average profit margin per EPC contract was 16.6% as compared to 12.0% for the three months ended June 30, 2010, an increase in the average profit margin of 4.6%. The profit margin of the significant EPC contract signed with Zhenjiang Kailin, a related party, is 17.2%.
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Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $2,063,067 for the three months ended June 30, 2011, as compared to $1,350,195 for the three months ended June 30, 2010, an increase of $712,872 or 52.8%. The increase is mainly due to the increase of salaries, selling expenses and, administration fees, offset by a decrease in consulting service charge. Firstly, salary expenses increased by $242,866 or 43% for the three months ended June 30, 2011 as compared to the same period in 2010, which is mainly due to significant headcount increase. To meet the need of our expanded business volume, we hired additional administration staff and top and middle level management. Additionally, the personnel salary also gradually increased from year to year. Secondly, the selling expenses related to transportation and entertainment increased by $66,344, which is consistent with the increase in sales volume. Thirdly, the administrative fees increased by $271,937 mainly due to the property title deed tax of approximately $220,000, for the new office building in Shanghai. Fourthly, due to the expansion of our business operation, we purchased more office equipment and software, leading to the increase of depreciation and amortization cost of $27,275. Fifthly, due to the modification of exercise price for director’s option and accelerating vesting period for one director, option expense increased by $170,562 for the three months ended June 30, 2011. The increase mentioned above is offset by a decrease in consulting service fee by $65,838 in the three month ended June 30, 2011 since the Company engaged a consulting company which provided financing and marketing advisory services and incurred some consultation expense in the three month ended June 30, 2010, while there is no such expense incurred in the same period of 2011, due to the termination of the contract.
Loss/Income from Operations. Income from operations totaled $1,079,104 for the three months ended June 30, 2011, as compared to a loss of $359,711 for the same period in 2010. The income from operations is mainly attributable to the greater gross profit we obtained in 2011, due to the significant EPC contract undertaken in 2011 and the higher profit margin.
Other Income. The Company incurred other loss of $219,847 for the three months ended June 30, 2011 as compared to other income of $664,687 for the three months ended June 30, 2010, a decrease of $884,534. The difference consisted primary of decreases of $467,415 of change in fair value of warrants and derivative liabilities, and $456,153 of non-operating income, offset by a $39,034 decrease of interest expenses, all as further described below.
Change in fair value of warrants and derivative liabilities -This resulted from the valuation of warrants and derivative liabilities. The $599,402 gain over the prior period is mainly due to the volatility of the stock price as well as the reduced period for valuing the warrants as they approach the expiration date.
Non-operating Income, net –Non-operating income for the three months ended June 30, 2010 mainly consisted of subsidy income received by CER Yangzhou from a research and development fund from the Yizheng industrial park. There was no such income recognized in the comparable period of 2011.
[The following added paragraph reflects amended information. See Footnote 2 to the consolidated financial statements.]
During the three months ended June 30, 2011, CER purchased imported equipment via advance payments to suppliers through the holding company CER Hong Kong, which then resold the equipment to mainland PRC inter-company subsidiaries. The mainland PRC subsidiaries, both with the Renminbi as their functional currency, made various cash advances, and recognized foreign exchange gains or losses based on variations in the USD to Renminbi exchange rate between the date that the prepayments were made and the dates the related shipments of equipment were received. With RMB appreciation against the US dollar from RMB6.56 to $1 to RMB6.47 to $1 over the three months ended June 30, 2011, an exchange loss was realized. For the three months ended June 30, 2011 a loss of $273,709 was included in other income/expense (nil for prior year’s same quarter).
Interest Expense, net -Interest expenses were $605,739 for the three months ended June 30, 2011, as compared to interest expense of $644,733 for the three months ended June 30, 2010, a decrease of $39,034. This decrease is mainly due to the amortized long term deferred financial cost of $130,117 since half of deferred financial cost related to the warrant of the convertible bonds have been fully amortized, the decrease in interest of $104,399 relating to the $4 million long term loan as the full amount has been repaid on April 15, 2011, offset by the increase of stock compensation charge of $144,498, and the increase of accretion interest of $49,026 from our $4 million long-term loan.
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Provision for Income Taxes. The normal applicable income tax rate for the operating entities in China is 25%. Pursuant to the PRC income tax laws, Shanghai Engineering is subject to enterprise income tax at a statutory rate of 15% as a high technology entity. For the three months ended June 30, 2011, two Chinese entities, Shanghai Engineering and CER Shanghai realized profit and generated income tax expense while CER Yangzhou recognized deferred tax assets for its loss position and imposed a negative impact on income tax provision. Netting off the two above impacts, the Company incurred $2,343 of income tax benefit, as compared to income tax provision of $33,911 for the three months ended June 30, 2010, an absolute change of $36,254.
Net Income. Net income was $861,600 for the three months ended June 30, 2011, as compared to a net income of $271,065 for the three months ended June 30, 2010, an absolute difference of $590,535.This increase is primarily due to one significant EPC contract undertaken in 2011, offset by no subsidy income and less gain from changes in the fair value of warrants and derivative liabilities.
Comparison of Six Months Ended June 30, 2010 and June 30, 2011
The following table sets forth the results of our operations for the periods indicated as a percentage of revenues:
Six months ended June 30, | ||||||||||||||||
2010 | % of Revenue | 2011 | % of Revenue | |||||||||||||
Restated | Restated | |||||||||||||||
REVENUES | ||||||||||||||||
Third parties | $ | 11,299,919 | 100.0 | % | $ | 12,581,847 | 49.1 | % | ||||||||
Related party | - | - | 13,068,038 | 50.9 | % | |||||||||||
Total revenue | 11,299,919 | 100.0 | % | 25,649,885 | 100.0 | % | ||||||||||
COST OF REVENUES | ||||||||||||||||
Third parties | (9,691,859 | ) | (85.8 | )% | (21,268,796 | ) | (82.9 | )% | ||||||||
Total cost of revenues | (9,691,859 | ) | (85.8 | )% | (21,268,796 | ) | (82.9 | )% | ||||||||
GROSS PROFIT | 1,608,060 | 14.2 | % | 4,381,089 | 17.1 | % | ||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | (2,506,284 | ) | (22.2 | )% | (3,876,148 | ) | (16.0 | )% | ||||||||
(LOSS)/ INCOME FROM OPERATIONS | (898,224 | ) | (7.9 | )% | 504,941 | 2.0 | % | |||||||||
OTHER INCOME/(EXPENSE ), NET: | ||||||||||||||||
Change in fair value of warrants | 1,077,898 | 9.5 | % | 915,790 | 3.6 | % | ||||||||||
Change in fair value of derivative liabilities | 818,905 | 7.2 | % | 323,718 | 1.3 | % | ||||||||||
Non-operating income/(expenses), net | 971,356 | 8.6 | % | (404,127 | ) | (1.6 | )% | |||||||||
Interest expenses, net | (1,309,141 | ) | (11.6 | )% | (975,264 | ) | (3.8 | )% | ||||||||
Total other income, net | 1,559,018 | 13.8 | % | (139,883 | ) | (0.5 | )% | |||||||||
INCOME FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES | 660,794 | 5.8 | % | 365,058 | 1.5 | % | ||||||||||
BENEFIT (PROVISION) FOR INCOME TAXES | (201,150 | ) | (1.8 | )% | 20,095 | 0.1 | % | |||||||||
NET INCOME | 459,644 | 4.1 | % | 385,153 | 1.4 | % | ||||||||||
OTHER COMPREHENSIVE INCOME/(LOSS) | ||||||||||||||||
Foreign currency translation adjustment | 28,000 | 0.2 | % | 307,582 | 1.2 | % | ||||||||||
COMPREHENSIVE INCOME | $ | 487,644 | 4.3 | % | $ | 692,735 | 2.6 | % |
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Revenues Revenue was $25,649,885 for the six months ended June 30, 2011, as compared to $11,299,919 for the six months ended June 30, 2010, an increase of $14,349,966 or 127.0%. The increase is mainly attributable to the increase in the number of EPC projects, including a contract signed with a related party, Zhenjiang Kailin (see Note 17) and the increase in the average revenue recognized both per EPC and per product contract. The number of EPC contracts carried out increased from 6 to 9. The average revenue per EPC contract increased by $808,289 from $1,384,261 for the six months ended June 30, 2010 to $2,192,550 for the same period of 2011, which is mainly due to one significant EPC contract undertaken in 2011. Besides, due to the expectation of the larger production capacity of the newly set-up Yangzhou plant, we obtained several large product orders since last year. During the six months ended June 30, 2011, with the normal operation of the plant, we achieved more average revenue per product due to different product specification. The average revenue per product contract increased by $223,381 from $199,257 for the six months ended June 30, 2010 to $422,638 for the same period of 2011.
An analysis of the revenues is as follows:
Six months ended June 30, | ||||||||||||||||
2010 | 2011 | Change ($) | Change (%) | |||||||||||||
Average Revenue per Contract | ||||||||||||||||
EPC | $ | 1,384,261 | 2,192,550 | 808,289 | 58 | % | ||||||||||
Products | 199,257 | 422,638 | 223,381 | 112 | % | |||||||||||
Average Revenue per Contract | $ | 1,583,518 | 2,615,188 | 1,031,670 | 65 | % | ||||||||||
Number of Contracts Completed | ||||||||||||||||
EPC | 6 | 9 | 3 | 50 | % | |||||||||||
Products | 15 | 14 | (1 | ) | (7 | )% | ||||||||||
Total Number of Contracts Completed | 21 | 23 | 2 | 10 | % |
Cost of Revenues. Cost of revenues increased to $21,268,796 for the six months ended June 30, 2011, as compared to $9,691,859 for the six months ended June 30, 2010, an increase of $11,576,937, or 119.5%. As a percentage of revenues, cost of revenues decreased from 85.8% for the six months ended June 30, 2010 to 82.9% for the six months ended June 30, 2011, a decrease of 2.8%. The absolute increase is consistent with the increase of revenue while the relative decrease is due to the higher margins we obtained from EPC contracts in the six months period ended June 30, 2011 compared with the same period of 2010. As a result of the Chinese economic recovery, the EPC contracts that we have entered into in late 2010 provide better profitable. Hence the profit margin realized in 2011 is higher than that of 2010.
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Gross Profit. Gross profit was $4,381,089 for the six months ended June 30, 2011, as compared to $1,608,060 for the six months ended June 30, 2010, an increase of $2,773,029 or 172.4%. The higher gross profit is mainly due to the increase of revenue and higher margin from EPC contracts. During the six months ended June 30, 2011, the average profit margin per EPC contract was 18.1% as compared to 12.7% for the six months ended June 30, 2010, an increase in the average profit margin of 5.7%. The profit margin of the significant EPC contract signed with Zhenjiang Kailin, a related party, is 16.8%.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $3,876,148 for the six months ended June 30, 2011, as compared to $2,506,284 for the six months ended June 30, 2010, an increase of $1,369,864 or 54.7%. Selling, general and administrative expenses, as a percentage of revenue, decreased from 22.2% for the six months ended June 30, 2010 to 15.1% for the same period in 2011, a decrease of 7.1%, which mainly resulted from the larger business and sales volume of 2011 compared to 2010. The absolute increase is mainly due to following reasons: firstly, salary expenses increased by $405,234 or 42% for the six months ended June 30, 2011 as compared to the same period of 2010, as a result of additional of staff needed for the new plant in Yangzhou, the addition of top and middle level management, and the gradual increase in personnel salary. Secondly, the selling expenses related to transportation and entertainment increased about $186,501, which is consistent with the increase in sales volume. Thirdly, administrative fees increased by $676,825, which mainly consists of the one-time costs in the closing of the production facility at our Vessel Works Division, which generated a total removal charges and transfer costs of $135,000 and the opening cost for the Yangzhou plant which amounted to $150,000. Besides, the Company incurred a property title deed tax of approximately $220,000, for the new office building in Shanghai. Fourthly, due to the expansion of our business operation, we purchased more office equipment and software, leading to the increase of depreciation and amortization cost of $21,369. Fifthly, due to the modification of exercise price for director’s option and accelerating vesting period for one director, option expense increased by $170,562 for the six months ended June 30, 2011. The increase mentioned above is offset by a decrease in consulting service fee by $58,498 in the six month ended June 30, 2011 since the Company engaged a consulting company which provided financing and marketing advisory services and incurred some consultation expense in the six month ended June 30, 2010, while there is no such expense incurred in the same period of 2011, due to the termination of the contract.
Loss/(Income) from Operations. Income from operations totaled $504,941 for the six months ended June 30, 2011, as compared to loss of $898,224 for the same period in 2010. The result is mainly attributable to the great increase in gross profit in 2011, which is consistent with our production and operating situation.
Other Income/(Expense). For the six months ended June 30, 2011, the Company generated other expense of $139,883 as compared to other income of $1,559,018 for the six months ended June 30, 2010, a decrease of $1,698,901. The difference consisted primary of decreases of $657,295 of change in fair value of warrants and derivative liabilities, and $1,375,483 of non-operating income, offset by a $333,877 decrease of interest expenses, all as further described below.
Change in fair value of warrants and derivative liabilities. This resulted from the valuation of warrants and derivative liabilities. The $1,239,508 gain over the prior period is mainly due to the volatility of the stock price as well as the reduced period for valuing the warrants as they approach the expiration date.
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Non-operating Income/ (Expenses), net. Non-operating income for the six months ended June 30, 2010 mainly consisted of subsidy income received by CER Yangzhou from a research and development fund from the Yizheng industrial park. There was no such subsidy income for the same period in year 2011.
[The following added paragraph reflects amended information. See Footnote 2 to the consolidated financial statements.]
During the six months ended June 30, 2011, CER purchased imported equipment via advance payments to suppliers denominated in U.S. dollars, where the functional currency of the associated entity was the Renminbi. Subsequently, CER realized foreign exchange losses based on variations in the USD to Renminbi exchange rate between the date that the prepayments were made and the dates the related shipments of equipment were received. With RMB appreciation against the US dollar from RMB6.62 to $1 to RMB6.47 to $1 over the six months ended June 30, 2011, an exchange loss was realized. For the six months ended June 30, 2011 the loss included in other income/expense was $394,191 (nil for the prior year’s same period).
Interest Expense. Interest expenses were $975,264 for the six months ended June 30, 2011, as compared to $1,309,141 for the six months ended June 30, 2010, a decrease of $333,877. This decrease is mainly due to the higher interest income of $155,083 resulted from Sopo project in 2011 and decrease of the amortized long term deferred financial cost of $260,234 due to half of deferred financial cost related to the warrant of the convertible bonds have been fully amortized, offset by the increase of stock compensation charge of $184,806.
Provision for Income Taxes. The normal applicable income tax rate for the operating entities in China is 25%. Pursuant to the PRC income tax laws, Shanghai Engineering is subject to an enterprise income tax at a statutory rate of 15% as a high technology entity. For the six months ended June 30, 2011, the Company incurred $20,095 of income tax benefit, as compared to income tax provision of $201,150 for the six months ended June 30, 2010, a decrease of $221,245. The decrease in income tax provision while the income before tax increased is mainly because Yangzhou plant was still in loss position and further recognized deferred tax assets, netting off the provision for income taxes.
Net Income. Net income was $385,153 for the six months ended June 30, 2011, as compared to net income of $459,644 for the six months ended June 30, 2010, an absolute decrease of $74,491. This increase is due to an increase in revenues over the prior period, primarily due to one significant EPC contract offset by no subsidy income and less gain from changes in the fair value of warrants and derivative liabilities.
Liquidity and Capital Resources
Our principal sources of liquidity have been cash generated from operations, the proceeds from the sale of equity to investors and borrowings from banks and other lenders. Our principal uses of cash have been to finance working capital, facility expansion and other capital expenditures.
It is our practice to carefully monitor the state of our business, cash requirements and capital structure. We believe that funds generated from our operations and available from our credit facilities will be sufficient to fund current business operations over at least the next twelve months. Notwithstanding our resources for operations on a going forward basis at current operating levels, we will need capital for our expansion plans, including funding for the completion of phase 2 of our Yangzhou plant. To improve our cash and cash requirement position, we are making efforts to improve the collection of receivables, examine costs in an attempt to control or reduce expenses and use non-cash compensation, such as stock grants, where appropriate, all of which should have a positive effect on our working capital and increase our cash resources.
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Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated below:
Six months ended June 30, | ||||||||
2010 | 2011 | |||||||
Net cash (used in) / provided by operating activities | $ | (493,838 | ) | $ | 10,812,569 | |||
Net cash used in investing activities | (3,482,512 | ) | (7,745,886 | ) | ||||
Net cash provided by/(used in) financing activities | 3,762,755 | (2,494,539 | ) | |||||
Effects of exchange rate change in cash | (446 | ) | 69,299 | |||||
(Decrease)/Increase in cash | (214,041 | ) | 641,443 | |||||
Cash, beginning | 2,386,573 | 2,996,076 | ||||||
Cash, ending | $ | 2,172,532 | $ | 3,637,519 |
Operating Activities
Net cash provided by operating activities was $10,812,569 for the six months ended June 30, 2011 compared with net cash used in operating activities of $493,838 for the six months ended June 30, 2010. The change of cash flow in operating activities was due to the net impact of cash inflow from the customer deposits, accounts payable, accounts and notes receivables, offset by cash outflow for advances made for purchases.
Firstly, the Company signed some new large EPC orders from late 2010 to early 2011 and received much more advance deposits from its customers in the first half year of 2011 than that received in the same period of 2010 by approximately $25.5 million. Besides, the change in accounts payable, accounts and notes receivables resulted in an increase in cash inflow of 9.5 million.
Secondly, to procure the materials for orders to be completed in 2011, we also made more cash payments to our suppliers than the same period in 2010 by $23.2 million.
In summary, the cash outflow required was lower than the cash inflow generated from operating activities, which led to the net cash provided by operating activities.
Investing Activities
Net cash used in investing activities was $7,745,886 for the six months ended June 30, 2011 compared to net cash used in investing activities of $3,482,512 for the six months ended June 30, 2010. The change was mainly due to the expenditures incurred for the construction of CER Yangzhou plant and purchase of the office building in Shanghai.
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Financing Activities
Net cash used in financing activities was $2,494,539 for the six months ended June 30, 2011 compared to net cash provided by financing activities of $3,762,755 for the six months ended June 30, 2010. In the six months ended June 30, 2010, the Company drew down long-term loans of $5 million, and repaid a long-term loan of $0.36 million and a short-term bank loan of $0.88 million. While in the first half year of 2011, the Company repaid $3.26 million of long-term loans and $0.64 million of short-term loans according to the loan repayment schedule, and only drew down $1.4 million for operating use, leading to the net cash used in financing activities.
Capital Resources
On February 1, 2010, the Company entered into a series of agreements for a loan arrangement with two lenders (the “Loan Agreements”). The proceeds of this loan were primarily used for the construction of our Yangzhou plant in China. The aggregate principal amount of the loan under the two Loan Agreements is $4,000,000. The principal is due on January 15, 2013, and bears interest at the annual rate of 15.1%. As security for these Loan Agreements, Mr. Qinghuan Wu, our Chairman and Chief Executive Officer, has pledged 8,000,006 shares of his common stock of the Company, which shares will be held in escrow for the benefit of all the Lenders.
Additionally, since the repayment amount is fixed in United States dollars, the lenders will receive shares of common stock on each principal payment date in that number of shares representing the value of the difference in the RMB/US Dollar exchange rate between February 1, 2010, and the payment date, provided the RMB exchange rate increases against the US dollar, times the amount of principal being repaid, divided by the closing price of the common stock on the repayment date.
Contemporaneously with the funding of the Loan Agreements, on February 1, 2010, Mr. Qinghuan Wu, arranged for Haide Engineering (Hong Kong) Limited (“Haide”), a company that Mr. Qinghuan Wu controls, to lend to CER Hong Kong the sum of $1,000,000. The loan is an interest only loan, bearing interest at the annual rate of 9.5%, interest payable quarterly. The principal is due in full on January 30, 2012, hence the remaining loan is classified as a current liability (long-term loan, current). The loan is unsecured and there are no guarantees of the interest or principal. CER Hong Kong has subordinated its loan to those under the Loan Agreements.
On December 9, 2010, CER Yangzhou entered into a three-year, loan facility with the Bank of China, Yizheng Branch. The facility is for RMB 30,000,000 (approximately $4,500,000). The funds may be used either as a short term loan or for trade financing and similar purposes. Any amounts due under the loan are repayable on November 24, 2013. The loan has been guaranteed by each of the Company’s Chief Executive Officer and a former director, two of the Company’s subsidiaries, CER Shanghai, Shanghai Engineering and Yizheng Auto Industrial Park Investment and Development Co., Ltd. By the end of 2010, the Company drew down RMB 21,000,000 (approximately $3,244,920) under the facility as a short-term loan, due in one year, which amount carries an annual interest rate of 5.838%. On June 20, 2011, the Company drew down RMB 9,152,782 (approximately $1,414,288) under the facility as a short-term loan, due in six months, which amount carries an annual interest rate of 5.56%. These funds were all used for working capital.
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CER Shanghai is now in the process of borrowing RMB 29,000,000 (approximately $4,440,000) for working capital purpose from Shanghai Pudong Development Bank, Shanghai Branch. The loan is mortgage by our new office building in zhangjiang.
In the meantime, CER Shanghai will also sign a trading financing contract with Industrial and Commercial Bank of China Limited, Shanghai Branch, to borrow $2,500,000 for working capital purpose. It is also mortgaged by another building. The building is in Shanghai and is held by Jiangsu SOPO (Group) Company Limited.
According to common practice of PRC banks, borrowers with proper mortgage, especially by real estate, can usually get the financing with no difficulty. The banking business we proceed with is now under good control and on the right track. We are confirmed to get the financings in a very short term.
Contractual Obligations
Table Disclosure of Contractual Obligations
The following table sets forth our contractual obligations as of June 30, 2011:
Payment Due by Period | ||||||||||||
Total | Less than 1 year | 1-3 years | ||||||||||
Investment capital commitments | $ | 6,500,000 | $ | 6,500,000 | $ | - | ||||||
Short term bank loans | 5,200,028 | 5,200,028 | - | |||||||||
Long term loans | 543,778 | 543,778 | - | |||||||||
Convertible notes | 4,767,761 | - | 4,767,761 | |||||||||
Interest payable on loans and convertible notes | 1,055,499 | 864,652 | 190,847 | |||||||||
Purchasing obligations | 19,732,267 | 15,891,672 | 3,840,595 | |||||||||
Total | $ | 37,799,333 | $ | 29,000,130 | $ | 8,799,203 |
Off-Balance Sheet Arrangements
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholders’ equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
Item 3 Quantitative and Qualitative Disclosures about Market Risk
Not required.
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Item 4 Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The management team, including the Company’s Chief Executive Officer and Acting Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2011. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits 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 a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure. Notwithstanding improvement made by the management in respect of its disclosure controls and procedures during the previous fiscal year, based on the evaluation of our disclosure controls and procedures as of June 30, 2011, management, including the Company’s Chief Executive Officer and Acting Chief Financial Officer, concluded that, as of such date, our disclosure controls and procedures were not effective.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1 Legal Proceedings
We are not a party and our property is not subject to any material pending legal proceedings nor are we aware of any threatened or contemplated proceeding by any governmental authority against the Company.
Item 1A Risk Factors
There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
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Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended June 30, 2011, we issued 151,656 of our shares of common stock pursuant to the terms of two loan agreements in the aggregate amount of $4 million, entered into on February 1, 2010 (see note 9-long term loans). The shares were issued in reliance upon the exemption from registration provided by section 4(2) of the Securities Act of 1933, as amended.
Item 3 Defaults upon Senior Securities
None
Item 4 [Reserved]
Item 5 Other Information
None
Item 6 Exhibits
Exhibits:
31.1 | Certification of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 | |
31.2 | Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 | |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS - XBRL Instance
101.SCH - XBRL Schema
101.CAL - XBRL Calculation
101.DEF - XBRL Definition
101.LAB - XBRL Label
101.PRE - XBRL Presentation
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CHINA ENERGY RECOVERY, INC. | |||
May 15th, 2012 | By: | /s/ Qinghuan Wu | |
Qinghuan Wu | |||
Chief Executive Officer |
May 15th, 2012 | By: | /s/ Simon Dong | |
Simon Dong | |||
Acting Chief Financial Officer (Principal Financial Officer) |
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