UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
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: 000-53131
CHINA XD PLASTICS COMPANY LIMITED
(Exact name of registrant as specified in its charter)
Nevada | 04-3836208 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
No. 9 Dalian North Road, Haping Road Centralized Industrial Park,
Harbin Development Zone, Heilongjiang Province, PRC 150060
(Address of principal executive offices) (Zip Code)
86-451-84346600
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | CXDC | NASDAQ Global Market |
Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 10, 2020, the registrant had 66,948,841 shares of common stock, par value US$0.0001 per share, outstanding.
|
TABLE OF CONTENTS
PAGE | ||
PART I. FINANCIAL INFORMATION | 3 | |
Item 1. Financial Statements | 3 | |
Unaudited Condensed Consolidated Balance Sheets | 3 | |
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) | 4 | |
Unaudited Condensed Consolidated Statements of Cash Flows | 5 | |
Notes to the Unaudited Condensed Consolidated Financial Statements | 6 | |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 25 | |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 39 | |
Item 4. Controls and Procedures | 40 | |
PART II. OTHER INFORMATION | ||
Item 1. Legal Proceedings | 40 | |
Item 1A. Risk Factors | 40 | |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 40 | |
Item 3. Defaults Upon Senior Securities | 40 | |
Item 4. Mine Safety Disclosures | 40 | |
Item 5. Other Information | 40 | |
Item 6. Exhibits | 41 | |
Signatures | 41 |
2 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2020 | December 31, 2019 | |||||||
US$ | US$ | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 3,167,943 | 17,201,775 | ||||||
Restricted cash | 164,738,656 | 211,231,244 | ||||||
Time deposits | 122,890,035 | — | ||||||
Accounts receivable, net of allowance for doubtful accounts | 184,384,982 | 222,072,053 | ||||||
Inventories | 678,543,004 | 642,509,534 | ||||||
Prepaid expenses and other current assets | 405,418,146 | 171,848,122 | ||||||
Total current assets | 1,559,142,766 | 1,264,862,728 | ||||||
Property, plant and equipment, net | 813,776,106 | 830,319,716 | ||||||
Long-term prepayments to equipment and construction suppliers | 502,049,222 | 495,570,421 | ||||||
Operating lease right-of-use assets, net | 43,107,997 | 44,149,955 | ||||||
Other non-current assets | 736,988 | 979,428 | ||||||
Total assets | 2,918,813,079 | 2,635,882,248 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Short-term bank loans, including current portion of long-term bank loans | 770,943,894 | 680,174,859 | ||||||
Bills payable | 331,110,954 | 400,671,063 | ||||||
Accounts payable | 48,199,950 | 57,458,673 | ||||||
Amounts due to related parties | 25,876,162 | 26,251,919 | ||||||
Income taxes payable | 28,763,054 | 26,458,837 | ||||||
Operating lease liabilities, current | 1,413,018 | 1,388,555 | ||||||
Accrued expenses and other current liabilities | 76,017,727 | 86,550,388 | ||||||
Total current liabilities | 1,282,324,759 | 1,278,954,294 | ||||||
Long-term bank loans, excluding current portion | 575,452,134 | 322,456,413 | ||||||
Deferred income | 88,298,695 | 92,639,620 | ||||||
Operating lease liabilities, non-current | 14,250,090 | 14,429,434 | ||||||
Other non-current liabilities | 81,846,026 | 91,028,376 | ||||||
Total liabilities | 2,042,171,704 | 1,799,508,137 | ||||||
Stockholders' equity: | ||||||||
Series B preferred stock | 100 | 100 | ||||||
Common stock, US$0.0001 par value, 500,000,000 shares authorized, 66,969,841 shares issued, 66,948,841 shares outstanding as of June 30, 2020 and December 31, 2019, respectively | 6,697 | 6,697 | ||||||
Treasury stock, 21,000 shares at cost | (92,694 | ) | (92,694 | ) | ||||
Additional paid-in capital | 184,208,447 | 184,208,447 | ||||||
Retained earnings | 726,696,685 | 720,159,368 | ||||||
Accumulated other comprehensive loss | (80,085,057 | ) | (67,907,807 | ) | ||||
Total equity attributable to China XD Plastics Company Limited | 830,734,178 | 836,374,111 | ||||||
Noncontrolling interest | 45,907,197 | — | ||||||
Total stockholders' equity | 876,641,375 | 836,374,111 | ||||||
Commitments and contingencies | — | — | ||||||
Total liabilities and stockholders' equity | 2,918,813,079 | 2,635,882,248 |
See accompanying notes to unaudited condensed consolidated financial statements.
3 |
CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Three-Month Period Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
US$ | US$ | US$ | US$ | |||||||||||||
Revenues | 283,223,987 | 463,073,880 | 428,061,665 | 764,539,887 | ||||||||||||
Cost of revenues | (243,332,297 | ) | (397,813,194 | ) | (382,932,118 | ) | (648,949,533 | ) | ||||||||
Gross profit | 39,891,690 | 65,260,686 | 45,129,547 | 115,590,354 | ||||||||||||
Selling expenses | (46,149 | ) | (247,410 | ) | (162,060 | ) | (525,230 | ) | ||||||||
General and administrative expenses | (3,677,030 | ) | (5,764,593 | ) | (9,707,156 | ) | (14,539,978 | ) | ||||||||
Research and development expenses | (5,803,128 | ) | (9,551,721 | ) | (9,644,920 | ) | (19,613,907 | ) | ||||||||
Total operating expenses | (9,526,307 | ) | (15,563,724 | ) | (19,514,136 | ) | (34,679,115 | ) | ||||||||
Operating income | 30,365,383 | 49,696,962 | 25,615,411 | 80,911,239 | ||||||||||||
Interest income | 75,426 | 454,357 | 341,048 | 890,136 | ||||||||||||
Interest expense | (15,914,544 | ) | (12,059,242 | ) | (33,830,733 | ) | (29,559,519 | ) | ||||||||
Foreign currency exchange gains (losses) | (177,717 | ) | 3,050,612 | 2,190,422 | 909,747 | |||||||||||
Gains on disposal of a subsidiary | — | — | — | 518,491 | ||||||||||||
Government grant | 1,342,273 | 1,611,216 | 11,255,210 | 3,706,153 | ||||||||||||
Total non-operating expense, net | (14,674,562 | ) | (6,943,057 | ) | (20,074,053 | ) | (23,534,992 | ) | ||||||||
Income before income taxes | 15,690,821 | 42,753,905 | 5,541,358 | 57,376,247 | ||||||||||||
Income tax benefit (expense) | 1,884,990 | (2,642,588 | ) | 995,959 | (6,284,215 | ) | ||||||||||
Net income | 17,575,811 | 40,111,317 | 6,537,317 | 51,092,032 | ||||||||||||
Net income attributable to noncontrolling interest | — | — | — | — | ||||||||||||
Net income attributable to China XD Plastics Company Limited | 17,575,811 | 40,111,317 | 6,537,317 | 51,092,032 | ||||||||||||
Earnings per common share: | ||||||||||||||||
Basic and diluted | 0.26 | 0.60 | 0.10 | 0.76 | ||||||||||||
Net Income | 17,575,811 | 40,111,317 | 6,537,317 | 51,092,032 | ||||||||||||
Other comprehensive income (loss) | ||||||||||||||||
Foreign currency translation adjustment, net of nil income taxes | 406,160 | (16,713,085 | ) | (12,177,250 | ) | (2,042,284 | ) | |||||||||
Comprehensive income (loss) | 17,981,971 | 23,398,232 | (5,639,933 | ) | 49,049,748 | |||||||||||
Comprehensive income (loss) attributable to noncontrolling interest | — | — | — | — | ||||||||||||
Comprehensive income (loss) attributable to China XD Plastics Company Limited | 17,981,971 | 23,398,232 | (5,639,933 | ) | 49,049,748 |
See accompanying notes to unaudited condensed consolidated financial statements.
4 |
CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six-Month Period Ended June 30, | ||||||||
2020 | 2019 | |||||||
US$ | US$ | |||||||
Cash flows from operating activities: | ||||||||
Net cash (used in) provided by operating activities | (310,823,681 | ) | 92,864,032 | |||||
Cash flows from investing activities: | ||||||||
Purchase of time deposits | (123,811,692 | ) | — | |||||
Purchase of and deposits for property, plant and equipment | (24,747,038 | ) | (52,396,204 | ) | ||||
Proceeds from sales of a subsidiary | — | 7,376,807 | ||||||
Cash disposed for sales of a subsidiary | — | (3,202 | ) | |||||
Net cash used in investing activities | (148,558,730 | ) | (45,022,599 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from bank borrowings | 638,701,758 | 1,400,043,299 | ||||||
Repayments of bank borrowings | (283,097,285 | ) | (1,307,643,944 | ) | ||||
Capital injection from noncontrolling interests | 46,251,494 | — | ||||||
Proceeds from interest-free advances from related parties | 1,138,498 | 67,389,859 | ||||||
Repayments of interest-free advances from related parties | (1,138,498 | ) | (65,152,460 | ) | ||||
Payments of issuance cost for syndicated loans | (126,012 | ) | — | |||||
Net cash provided by financing activities | 401,729,955 | 94,636,754 | ||||||
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash | (2,873,964 | ) | (2,597,145 | ) | ||||
Net (decrease) increase in cash, cash equivalents and restricted cash | (60,526,420 | ) | 139,881,042 | |||||
Cash, cash equivalents and restricted cash at beginning of period | 228,433,019 | 366,991,840 | ||||||
Cash, cash equivalents and restricted cash at end of period | 167,906,599 | 506,872,882 | ||||||
Supplemental disclosure of cash flow information: | ||||||||
Interest paid, net of capitalized interest | 33,303,914 | 29,586,602 | ||||||
Income taxes paid | 2,256,375 | 6,067,051 | ||||||
Non-cash investing and financing activities: | ||||||||
Accrual for purchase of equipment and construction included in accrued expenses and other current liabilities | 5,890,438 | 1,721,729 | ||||||
Reclassification of mandatorily redeemable noncontrolling interest to noncontrolling interest | 45,907,197 | — |
The following table shows a reconciliation of cash, cash equivalents and restricted cash on the condensed consolidated balance sheets to that presented in the above condensed consolidated statements of cash flows.
June 30, | ||||||||
2020 | 2019 | |||||||
US$ | US$ | |||||||
Cash and cash equivalents | 3,167,943 | 194,763,132 | ||||||
Restricted cash | 164,738,656 | 312,109,750 | ||||||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 167,906,599 | 506,872,882 |
See accompanying notes to unaudited condensed consolidated financial statements
5 |
CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Basis of presentation and significant concentrations and risks
(a) Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the United States Securities and Exchange Commission ("SEC"). The condensed consolidated balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements of China XD Plastics Company Limited ("China XD") and subsidiaries (collectively, the "Company"). The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated balance sheet of the Company as of December 31, 2019, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, included in the Company's Annual Report on Form 10-K filed with the SEC on June 1, 2020.
In the opinion of the management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of June 30, 2020, the results of operations and cash flows for the six-month periods ended June 30, 2020 and 2019, have been made.
The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the recoverability of the carrying amounts of property, plant and equipment, the realizability of inventories, the useful lives of property, plant and equipment, the collectability of accounts receivable, the accruals for tax uncertainties and other contingencies, and the discount rate used to determine the present value of the lease payments. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions.
(b) Accounting pronouncement adopted in 2020
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements. The Company has adopted the standard on January 1, 2020 and there was no material impact on its consolidated financial statements as a result of the adoption.
6 |
(c) Significant concentrations and risks
Sales concentration
The Company sells its products primarily through approved distributors in the People's Republic of China (the "PRC"). The Company's sales are highly concentrated. Sales to distributors individually exceeded 10% of the Company's revenues for the three-month and six-month periods ended June 30, 2020 and 2019, are as follows:
Three-Month Period Ended June 30, | ||||||||||||||||
2020 | 2019 | |||||||||||||||
US$ | % | US$ | % | |||||||||||||
Distributor A, located in PRC | 41,857,743 | 14.8 | % | 58,501,659 | 12.6 | % | ||||||||||
Distributor B, located in PRC | 33,149,907 | 11.7 | % | 36,906,778 | * | |||||||||||
Distributor C, located in PRC | 32,613,997 | 11.5 | % | 33,077,889 | * | |||||||||||
Distributor D, located in PRC | 30,205,164 | 10.7 | % | 27,263,818 | * |
* Less than 10%
Six-Month Period Ended June 30, | ||||||||||||||||
2020 | 2019 | |||||||||||||||
US$ | % | US$ | % | |||||||||||||
Distributor A, located in PRC | 67,770,607 | 15.8 | % | 115,001,391 | 15.0 | % | ||||||||||
Distributor B, located in PRC | 47,135,094 | 11.0 | % | 74,605,665 | * | |||||||||||
Distributor C, located in PRC | 46,073,857 | 10.8 | % | 55,046,388 | * | |||||||||||
Distributor D, located in PRC | 45,647,181 | 10.7 | % | 54,588,405 | * |
* Less than 10%
The Company expects revenues from these distributors to continue to represent a substantial portion of its revenue in the future. Any factor adversely affecting the automobile industry in the PRC or the business operations of these customers will have a material effect on the Company's business, financial position and results of operations.
Purchase concentration of raw materials
The principal raw materials used for the Company's production of modified plastics products are plastic resins, such as polypropylene, ABS and nylon. The Company purchases substantially all of its raw materials through a limited number of distributors. Raw material purchases from these distributors, which individually exceeded 10% of the Company's total raw material purchases, accounted for approximately 35.5% (three distributors) and 31.7% (three distributors) for the three-month periods ended June 30, 2020 and 2019, respectively, and 32.0% (three distributors) and 33.2% (three distributors) of the Company's total raw materials purchases for the six-month periods ended June 30, 2020 and 2019, respectively. Management believes that other suppliers could provide similar raw materials on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect the Company's business, financial position and results of operations.
7 |
Cash concentration
Cash and cash equivalents, restricted cash, and time deposits mentioned below maintained at banks consist of the following:
June 30, 2020 | December 31, 2019 | |||||||
US$ | US$ | |||||||
Renminbi (“RMB”) denominated bank deposits with: | ||||||||
Financial Institutions in the PRC | 288,607,567 | 226,488,069 | ||||||
Financial Institutions in Hong Kong Special Administrative Region ("Hong Kong SAR") | 8,360 | 8,134 | ||||||
Financial Institution in Dubai, UAE | 329 | — | ||||||
U.S. dollar denominated bank deposits with: | ||||||||
Financial Institution in the U.S. | 5,848 | 3,057 | ||||||
Financial Institutions in the PRC | 16,784 | 16,868 | ||||||
Financial Institution in Hong Kong SAR | 483,590 | 590,131 | ||||||
Financial Institution in Macau Special Administrative Region ("Macau SAR") | 1,290,068 | 1,288,792 | ||||||
Financial Institution in Dubai, UAE | 166,837 | 4,549 | ||||||
HK dollar denominated bank deposits with: | ||||||||
Financial institution in Hong Kong SAR | 156 | 156 | ||||||
Dirham denominated bank deposits with: | ||||||||
Financial institution in Dubai, UAE | 217,095 | 33,263 |
The bank deposits with financial institutions in the PRC are insured by the government authority for up to RMB500,000. The bank deposits with financial institutions in the Hong Kong SAR are insured by the government authority for up to HK$500,000. The bank deposits with financial institutions in the Macau SAR are insured by the government authority for up to MOP$500,000. The bank deposits with financial institutions in the Dubai, UAE are not insured by the government authority. Total bank deposits amounted to US$1,034,565 and US$1,063,709 are insured as of June 30, 2020 and December 31, 2019, respectively. The Company has not experienced any losses in uninsured bank deposits and does not believe that it is exposed to any significant risks on cash held in bank accounts. To limit exposure to credit risk, the Company primarily places bank deposits with large financial institutions in the PRC, Hong Kong SAR, Macau SAR and Dubai, UAE with acceptable credit rating.
Cash deposits in bank that are restricted as to withdrawal or usage for up to 12 months are reported as restricted cash in the consolidated balance sheets.
Short-term bank deposits that are pledged as collateral for bills payable relating to purchases of raw materials are reported as restricted cash and amounted to US$105,763,684 and US$151,498,873 as of June 30, 2020 and December 31, 2019, respectively. Upon maturity and repayment of the bills payable, which is generally within 6 months, the cash becomes available for use by the Company.
Short-term bank deposits that are related to government grant are reported as restricted cash and amounted to US$68,909 and US$69,879 as of June 30, 2020 and December 31, 2019, respectively.
Short-term bank deposits that are pledged for the US$135.0 million syndicated loans obtained from a consortium of banks led by the Industrial and Commercial Bank of China (Macau) Limited are reported as restricted cash and amounted to US$57,493,534 and US$58,229,047 as of June 30, 2020 and December 31, 2019, respectively, for details of the syndicated loans please refer to note 7.
Short-term bank deposits that are pledged as collateral to settle US$14.1 million of short-term bank loans obtained from Postal Savings Bank of China are reported as restricted cash and amounted to US$1,412,529 and US$1,433,445 as of June 30, 2020 and December 31, 2019, respectively.
8 |
Note 2 – Accounts receivable
Accounts receivable consists of the following:
June 30, 2020 | December 31, 2019 | |||||||
US$ | US$ | |||||||
Accounts receivable | 247,233,447 | 284,921,071 | ||||||
Allowance for doubtful accounts | (62,848,465 | ) | (62,849,018 | ) | ||||
Accounts receivable, net | 184,384,982 | 222,072,053 |
As of June 30, 2020 and December 31, 2019, the accounts receivable balances also include notes receivable in the amount of US$35,313 and US$107,845, respectively. As of June 30, 2020 and December 31, 2019, US$201,224,940 and US$92,198,221, respectively, of accounts receivable are pledged for the short-term bank loans and bills payable.
There was no accrual of additional provision or write-off of accounts receivable for the three-month and six-month periods ended June 30, 2020 and 2019.
As of December 31, 2019, accounts receivable of US$62.8 million from the Company’s customer in UAE was overdue and the customer failed to make payments under the agreed extended repayment plan. Based on its assessment of the collectability of the amounts due from the customer, the Company provided an allowance for doubtful accounts of US$62.8 million for the year ended December 31, 2019.
The following table provides an analysis of the aging of accounts receivable as of June 30, 2020 and December 31, 2019:
June 30, 2020 | December 31, 2019 | |||||||
US$ | US$ | |||||||
Aging: | ||||||||
– current | 164,687,690 | 189,180,366 | ||||||
– 1-3 months past due | 2,251,085 | 45,363,405 | ||||||
– 4-6 months past due | 24,774,501 | 28,865,350 | ||||||
– 7-12 months past due | 41,495,498 | 5,703,612 | ||||||
– greater than one year past due | 14,024,673 | 15,808,338 | ||||||
Total accounts receivable | 247,233,447 | 284,921,071 |
Note 3 – Inventories
Inventories consist of the following:
June 30, 2020 | December 31, 2019 | |||||||
US$ | US$ | |||||||
Raw materials and semi-finished goods | 622,002,570 | 637,278,817 | ||||||
Finished goods | 56,540,434 | 5,230,717 | ||||||
Total inventories | 678,543,004 | 642,509,534 |
As of June 30, 2020 and December 31, 2019, the Company pledged inventories in amount of approximately US$39.6 million and US$40.1 million, respectively, for a one-year short-term loan and bills payable, details refer to Note 7.
There were no write down of inventories for the three-month and six-month periods ended June 30, 2020 and 2019.
9 |
Note 4 – Prepaid expenses and other current assets
Prepaid expenses and other current assets consist of the following:
June 30, 2020 | December 31, 2019 | |||||||
US$ | US$ | |||||||
Advances to suppliers (i) | 91,593,394 | 118,166,925 | ||||||
Amounts due from third parties (ii) | 308,491,066 | — | ||||||
Value added taxes receivables (iii) | 3,072,424 | 6,239,719 | ||||||
Receivables from Hong Kong Grand Royal Trading Co., Ltd. (iv) | — | 42,566,949 | ||||||
Interest receivable (v) | 491,601 | 615,049 | ||||||
Others (vi) | 1,769,661 | 4,259,480 | ||||||
Total prepaid expenses and other current assets | 405,418,146 | 171,848,122 |
(i) Advances to suppliers are the advances to purchase raw materials.
(ii) During the three-month period ended June 30, 2020, the Company has lent RMB1,284.8 million (equivalent to US$181.5 million) to Heilongjiang Xinda Enterprise Group Shanghai New Materials Sales Company Limited (“Shanghai Sales”), a company formerly owned by the Company and was disposed in December 2018, RMB612.2 million (equivalent to US$86.5 million) to Heilongjiang Xinda Macromolecule Composite Materials Company Limited (“Macromolecule Composite Materials”), a company established by Shanghai Sales (details refer to note 9), and RMB286.7 million (equivalent to US$40.5 million) to Guangzhou Peiqu International Trading LLC, the Company’s supplier and a related party of Hong Kong Grand Royal Trading Co., Ltd., as interest-free advances. The Company has subsequently collected the RMB2,183.7 million (equivalent to US$308.5 million) from the above third parties in July and August 2020.
(iii) Value added taxes receivables mainly represent the input taxes on purchasing equipment by Heilongjiang Xinda Enterprise Group Company Limited (“HLJ Xinda Group”) and Sichuan Xinda Enterprise Group Company Limited (“Sichuan Xinda”), which are to be net off with output taxes. Value added taxes receivables were recognized in operating activities in consolidated statements of cash flows.
(iv) Hong Kong Grand Royal Trading Co., Ltd. (“Hong Kong Grand Royal”) is a raw material supplier of AL Composites Materials FZE ("Dubai Xinda"). Dubai Xinda has prepaid US$48.2 million to Hong Kong Grand Royal in 2017 for purchase of raw materials. Due to the price fluctuation of raw materials, Hong Kong Grand Royal could not purchase and deliver the raw materials to Dubai Xinda. In July 2019, both parties entered into a supplemental agreement to cancel the original purchase agreements and Hong Kong Grand Royal shall settle the advance payment. The US$42.6 million advance payment as of December 31, 2019 was settled during the six-month period ended June 30, 2020.
(v) Interest receivable mainly represents interest income accrued from time deposits and restricted cash.
(vi) Others mainly include prepaid miscellaneous service fee, staff advance and prepaid rental fee.
10 |
Note 5 – Property, plant and equipment, net
Property, plant and equipment consist of the following:
June 30, 2020 | December 31, 2019 | |||||||
US$ | US$ | |||||||
Machinery, equipment and furniture | 518,520,814 | 575,317,840 | ||||||
Motor vehicles | 1,799,529 | 1,709,182 | ||||||
Workshops and buildings | 154,518,665 | 156,256,761 | ||||||
Construction in progress | 361,737,754 | 335,245,525 | ||||||
Total property, plant and equipment | 1,036,576,762 | 1,068,529,308 | ||||||
Less accumulated depreciation | (222,800,656 | ) | (238,209,592 | ) | ||||
Property, plant and equipment, net | 813,776,106 | 830,319,716 |
For the three-month period ended June 30, 2020 and 2019, the Company capitalized US$1,304,561 and US$357,175 of interest costs as a component of the cost of construction in progress. For the six-month period ended June 30, 2020 and 2019, the Company capitalized US$2,641,600 and US$744,499 of interest costs as a component of the cost of construction in progress. Depreciation expense on property, plant and equipment was allocated to the following expense items:
Three-Month Period Ended June 30, | ||||||||
2020 | 2019 | |||||||
US$ | US$ | |||||||
Cost of revenues | 11,731,493 | 13,522,087 | ||||||
General and administrative expenses | 603,849 | 519,248 | ||||||
Research and development expenses | 614,016 | 946,164 | ||||||
Selling expenses | 726 | 454 | ||||||
Total depreciation expense | 12,950,084 | 14,987,953 |
Six-Month Period Ended June 30, | ||||||||
2020 | 2019 | |||||||
US$ | US$ | |||||||
Cost of revenues | 23,988,269 | 26,981,070 | ||||||
General and administrative expenses | 1,214,452 | 1,205,771 | ||||||
Research and development expenses | 1,326,745 | 1,968,287 | ||||||
Selling expenses | 5,222 | 2,277 | ||||||
Total depreciation expense | 26,534,688 | 30,157,405 |
Note 6 - Prepayments to equipment and construction suppliers
June 30, 2020 | December 31, 2019 | |||||||
US$ | US$ | |||||||
Hailezi (i) | 455,858,879 | 468,529,714 | ||||||
Beijin Construction (ii) | 6,863,810 | 6,795,439 | ||||||
Peaceful Treasure Limited(iii) | 21,776,143 | 19,967,014 | ||||||
Xinda High-Tech (iv) | 16,992,725 | — | ||||||
Others | 557,665 | 278,254 | ||||||
Total prepayments to equipment and construction suppliers | 502,049,222 | 495,570,421 |
11 |
(i) On September 26, 2016 and February 28, 2017, HLJ Xinda Group entered into equipment purchase contracts with Hailezi for a total consideration of RMB782.2 million (equivalent to US$110.5 million) to purchase storage facility and other equipment, which will be used for upgrading the storage system of warehouse located in Harbin, China. Pursuant to the contracts with Hailezi, HLJ Xinda Group prepaid RMB621.6 million (equivalent to US$87.8 million) during the first quarter of 2017. Due to a redesign of outdoor storage facility in June 2017, HLJ Xinda Group entered into a supplementary agreement with Hailezi, which decreased the original contract amount to RMB283.7 million (equivalent to US$40.1 million). Hailezi refunded RMB369.1 million (equivalent to US$52.1 million) to HLJ Xinda Group on June 22, 2017. On September 25, 2019, HLJ Xinda Group entered into a supplementary agreement with Hailezi, pursuant to which the total contract amount was increased to RMB332.5 million (equivalent to US$47.0 million). As of June 30, 2020, HLJ Xinda Group has prepaid RMB255.0 million (equivalent to US$36.0 million) for the above contracts, of which RMB4.4 million (equivalent to US$0.6 million) was transferred to construction in progress.
On July 21, 2017, HLJ Xinda Group entered into three investment agreements with the Management Committee of Harbin Economic- Technological Development Zone with respect to the industrial project for 300,000 metric tons of biological composite materials, the industrial project for upgrading existing equipment for 100,000 metric tons of engineering plastics and the industrial project for a 3D printing intelligent manufacture demonstration factory and a 3D printing display and experience cloud factory (the "HLJ Project"). In order to fulfill the agreements, HLJ Xinda Group entered into an equipment purchase contract with Hailezi to purchase production equipment in November 2017, which will be used for 100,000 metric tons of engineering plastics located in Harbin, for a consideration of RMB939.7 million (equivalent to US$132.7 million). Pursuant to the contract with Hailezi, HLJ Xinda Group has prepaid RMB920.9 million (equivalent to US$130.1 million) in total as of December 31, 2018. During 2019, HLJ Xinda Group entered into a supplementary agreement with Hailezi, pursuant to which the contract amount was increased to RMB958.7 million (equivalent to US$135.4 million). During 2019 and the first quarter of 2020, all equipment has been delivered and the prepayment was transferred to construction in progress.
In connection with the HLJ project, in June and July 2018, HLJ Xinda Group entered into two equipment purchase contracts with Hailezi to purchase production equipment, which will be used for 300,000 metric tons of biological based composite material, located in Harbin, for a consideration of RMB1,906.8 million (equivalent to US$269.3 million). Pursuant to the contracts with Hailezi, HLJ Xinda Group has prepaid RMB540.0 million (equivalent to US$76.3 million) as of June 30, 2020.
On March 17, 2017, Sichuan Xinda entered into a definitive agreement with the People's Government of Shunqing District, Nanchong City of Sichuan Province for the production of 300,000 metric tons of bio-composite materials and additive manufacturing and 20,000 metric tons of functional masterbatch, a high-end color additive process in plastics manufacturing (the "Nanchong Project"). The Nanchong Project will be located in a land area of 250 mu (equivalent to 41.2 acres), with 215 mu designated for bio-composite materials and additive manufacturing production and 35 mu to be designated for functional masterbatch production. The projected total capital expenditures for the project is approximately RMB2.5 billion (equivalent to US$353.1 million).
In connection with the Nanchong Project, Sichuan Xinda entered into equipment purchase contracts with Hailezi to purchase production equipment and testing equipment. Pursuant to the contracts with Hailezi, Sichuan Xinda prepaid RMB1,728.9 million (equivalent to US$244.2 million) in the first quarter of year 2017. In 2017, in order to ensure the traceability of the product and management of supply chain, Sichuan Xinda expected to launch an integrated ERP system, which resulted in the equipment to be purchased under the original contracts with Hailezi not meeting the production requirements. Hailezi agreed to refund the prepayment in the amount of RMB1,704.9 million (equivalent to US$240.8 million) by the end of March 2018, the remaining uncancelled amount is RMB24.0 million (equivalent to US$3.4 million). As of December 31, 2017, Sichuan Xinda signed a supplementary agreement with Hailezi, pursuant to the agreement, Sichuan Xinda agreed to pay RMB12.4 million (equivalent to US$1.8 million) to Hailezi for the compensation of Hailezi due to the termination of the purchase contracts. In January 2018, Hailezi refunded the above-mentioned prepayment. The Company received the testing equipment in the amount of RMB3.2 million (equivalent to US$0.5 million) in November 2018, the remaining balance of the uncancelled prepayment as of June 30, 2020 was RMB20.8 million (equivalent to US$2.9 million).
In connection with the Nanchong Project, on June 21, 2018, Sichuan Xinda entered into another equipment purchase contract with Hailezi to purchase production equipment and testing equipment for a consideration of RMB1,900 million (equivalent to US$268.4 million). Pursuant to the contract with Hailezi, Sichuan Xinda has prepaid RMB1,710 million (equivalent to US$241.6 million) as of June 30, 2020.
12 |
On December 3, 2019, HLJ Xinda Group entered into two equipment purchase contracts with Hailezi to purchase production equipment used to upgrade Qinling Road Factory (“Qinling Road Project”) and Jiangnan Road Factory (“Jiangnan Road Project”) in Harbin. Total consideration is RMB162.0 million (equivalent to US$22.9 million) and RMB713.6 million (equivalent to US$100.8 million) for Qinling Road Project and Jiangnan Road Project respectively. Pursuant to the contracts with Hailezi, HLJ Xinda has prepaid RMB129.6 million (equivalent to US$18.3 million) and RMB570.9 million (equivalent to US$80.6 million) respectively for Qinling Road Project and Jiangnan Road Project as of June 30, 2020.
During the six months period ended June 30, 2020, the Company has entered into several equipment purchase contracts with Hailezi. As of June 30, 2020, the prepayment balance for those contracts was US$0.8 million.
The table below summarized the balance of prepayments to Hailezi for each of the projects as of June 30, 2020 and December 31, 2019, and the movements of the prepayments:
(in millions US$) | ||||||||||||||||||||||||
Year | Projects | Balance as of December 31, 2019 |
Prepaid in 2020 | Transfer to CIP in 2020 | Effect of foreign currency exchange rate changes | Balance as of June 30, 2020 | ||||||||||||||||||
2017 | Storage system | 36.7 | - | (0.6 | ) | (0.7 | ) | 35.4 | ||||||||||||||||
2017 | HLJ Project | 5.9 | - | (5.9 | ) | - | - | |||||||||||||||||
2018 | HLJ Project | 77.4 | - | - | (1.1 | ) | 76.3 | |||||||||||||||||
2017 | Nanchong Project | 3.0 | - | - | (0.1 | ) | 2.9 | |||||||||||||||||
2018 | Nanchong Project | 245.1 | - | - | (3.5 | ) | 241.6 | |||||||||||||||||
2019 | Qinling Road Project | 18.6 | - | - | (0.3 | ) | 18.3 | |||||||||||||||||
2019 | Jiangnan Road Project | 81.8 | - | - | (1.2 | ) | 80.6 | |||||||||||||||||
2020 | Others | - | 2.6 | (1.8 | ) | - | 0.8 | |||||||||||||||||
Total | 468.5 | 2.6 | (8.3 | ) | (6.9 | ) | 455.9 |
(ii) Since November 15, 2016, Sichuan Xinda entered into decoration contracts with Sichuan Beijin Construction Engineering Company Limited ("Beijin Construction") to perform indoor and outdoor decoration work for a consideration of RMB264.3 million (equivalent to US$37.3 million). Pursuant to the contracts with Beijin Construction, Sichuan Xinda has prepaid RMB122.8 million (equivalent to US$17.3 million) as of June 30, 2020, of which RMB74.0 million (equivalent to US$10.4 million) was transferred to construction in progress.
(iii) On October 20, 2016, Sichuan Xinda entered into an equipment purchase agreement purchase contract with Peaceful Treasure Limited ("Peaceful") for a total consideration of RMB89.8 million (equivalent to US$12.7 million) to purchase certain production and testing equipment. The Company prepaid RMB33.9 million (equivalent to US$4.8 million) as of June 30, 2020.
On May 31, 2019, Dubai Xinda entered into an equipment purchase contract with Peaceful for a total consideration of US$18.8 million to purchase storage and testing equipment. The Company has prepaid US$17.0 million as of June 30, 2020.
(iv) On January 10, 2020, Heilongjiang Xinda New Materials Co., Ltd. (“HLJ New Materials”), a subsidiary of the Company, entered into a purchase agreement with Harbin Xinda High-Tech Co., Ltd. (“Xinda High-Tech”) to purchase the land use right, buildings and facilities of Dalian Road Factory from Xinda High-Tech for a consideration of RMB120.3 million (equivalent to USD17.0 million). On January 23, 2020, HLJ New Materials has paid the consideration to Xinda High-Tech. As of June 30, 2020, the transfer procedures were not completed and were expected to be completed in the fourth quarter of 2020.
13 |
Note 7 – Borrowings
The Company has credit facilities with several banks under which they draw short-term and long-term bank loans as described below.
(a) Current
June 30, 2020 | December 31, 2019 | |||||||
US$ | US$ | |||||||
Unsecured loans | 460,785,297 | 407,657,464 | ||||||
Loans secured by accounts receivable (i) | 63,563,811 | 64,505,031 | ||||||
Guaranteed loan (ii) | 35,313,228 | — | ||||||
Loans secured by restricted cash (iii) | 14,125,291 | 14,334,451 | ||||||
Syndicated loan facility (iv) | 121,638,806 | 128,020,559 | ||||||
Loan secured by inventories (v) | 5,650,117 | 5,733,781 | ||||||
Current portion of long-term bank loans (note b) | 69,867,344 | 59,923,573 | ||||||
Total short-term loans, including current portion of long-term bank loans | 770,943,894 | 680,174,859 |
As of June 30, 2020 and December 31, 2019, the Company's short-term bank loans (including the current portion of long-term bank loans) bear a weighted average interest rate of 5.2% and 5.0% per annum, respectively. All short-term bank loans mature at various times within one year and contain no renewal terms.
(i) As of June 30, 2020 and December 31, 2019, the Company had US$56.5 million and US$64.5 million of short-term bank loans obtained from Longjiang Bank secured by accounts receivables of US$80.8 million and US$92.2 million, respectively.
In March 2020, the Company obtained a one-year short-term loan of RMB50.0 million (equivalent to US$7.1 million) from Sichuan Tianfu Bank. As of June 30, 2020, the above loan together with bills payable in amount of RMB488.0 million (equivalent to US$68.9 million) issued by Sichuan Tianfu Bank were secured by accounts receivable of US$120.4 million.
(ii) In January 2019, Sichuan Xinda obtained a one-year short-term unsecured bank loan of RMB250.0 million (equivalent to US$35.3 million) from Nanchong Rural Commercial Bank. Pursuant to the extension agreement dated January 2020, the loan maturity date was extended to July 2020 with a third-party guarantee provided by Nanchong Shuntou Development Group Co., Ltd. (“Shuntou”). Pursuant to the loan contract, the ratio of liabilities to assets of Sichuan Xinda shall not exceed 55%. As of June 30, 2020, Sichuan Xinda’s ratio of liabilities to assets was higher than 55%, which resulted in the breach of the loan covenant, and Nanchong Rural Commercial Bank has the right to declare the above loan be immediately due and payable. The loan was subsequently repaid in July 2020.
(iii) As of June 30, 2020 and December 31, 2019, the Company had US$14.1 million and US$14.3 million of short-term bank loans secured by restricted cash of US$1.4 million and US$1.4 million, respectively.
(iv) On October 2, 2019, Xinda Holding (HK) Company Limited ("Xinda Holding (HK)"), a wholly owned subsidiary of the Company, entered into a facility agreement for a one-year loan facility in an aggregate amount of US$135.0 million with a consortium of banks and financial institutions led by Industrial and Commercial Bank of China (Macau) Limited. The Company made the drawdown on December 18, 2019. The interest rate of the loan is 2.0% plus three-month LIBOR. The Company incurred agency fee and arrangement fee in the amount of US$7.2 million for the loan of which the unamortized balance was US$3.4 million as of June 30, 2020. Loan issuance costs are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the loan and amortized to interest expense using the effective interest rate of 10.29% as of June 30, 2020. Xinda Holding (HK) prepaid US$10.0 million loan during the six months period ended June 30, 2020.
As of June 30, 2020, the loan was secured by US$57.5 million restricted cash. Covenants of the syndicated loan facility included but not limited to: the consolidated tangible net worth of the Company shall not at any time be less than US$650 million (or its equivalent), the ratio of the consolidated total liabilities to consolidated total assets of the Company shall not at any time exceed 0.70:1.00, and interest cover in respect of each relevant period shall not be less than 2.50:1.00. As of June 30, 2020, the interest cover was lower than 2.5, which resulted in the breach of the loan covenant, and the consortium of banks has the right to declare the above loan be immediately due and payable.
14 |
(v) In November 2019, the Company obtained a one-year short-term loan of RMB40.0 million (equivalent to US$5.7 million) from Bank of Inner Mongolia. As of June 30, 2020, the Company pledged inventories in amount of approximately US$39.6 million for the above loan and bills payable in amount of RMB142.0 million (equivalent to US$20.1 million) issued by Bank of Inner Mongolia.
(b) Non-current
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
US$ | US$ | |||||||
Secured loans (i) | 1,742,389 | 1,742,389 | ||||||
Unsecured loans (ii) | 643,577,089 | 380,637,597 | ||||||
Less: current portion | (69,867,344 | ) | (59,923,573 | ) | ||||
Total long-term bank loans, excluding current portion | 575,452,134 | 322,456,413 |
As of June 30, 2020 and December 31, 2019, the Company's long-term bank loans (excluding the current portion of long-term bank loans) bear a weighted average interest rate of 5.2% and 5.4% per annum, respectively.
(i) On December 26, 2018, the Company obtained a five-year secured loan of AED8.0 million (equivalent to US$2.2 million) from National Bank of Umm Al Qaiwain at an interest rate of three-month EBOR (0.72% as of June 30, 2020) plus 3.75%. The long-term loan was secured by an undated cheque of AED8.8 million (US$2.4 million) favouring the bank provided by Dubai Xinda. The cheque would not be cashed by the bank unless Dubai Xinda defaults. Principal will be repaid in ten half-yearly installments of AED0.8 million (equivalent to US$0.2 million) each. The Company repaid AED1.6 million (equivalent to US$0.5 million) during 2019. Affected by the COVID-19 pandemic, National Bank of Umm Al Qaiwain allowed the Company to apply for a six-month extension for the half-yearly installments of AED0.8 million (equivalent to US$0.2 million) due in June 2020. As of June 30, 2020, the extension application was still under approval process by the bank.
(ii) As of June 30, 2020 and December 31, 2019, the Company's long-term unsecured bank loans (excluding the current portion of long-term bank loans) bear a weighted average interest rate of 5.2% and 5.5% per annum, respectively. The Company’s long-term unsecured bank loans (excluding the current portion of long-term bank loans) will mature serially from 2021 to 2027.
In 2016 and 2017, Sichuan Xinda obtained long term unsecured loans of RMB135.0 million (equivalent to US$19.1 million) from Bank of China at an annual interest rate of 4.75%, and the loan balance as of June 30, 2020 was RMB75.0 million (equivalent to US$10.6 million), which will be due in 2020. As of June 30, 2020, inventory turnover, account receivable turnover and revenues of Sichuan Xinda for the six-month period ended June 30, 2020 was below requirement of the financial covenants in the loan contract, which resulted in the breach of the loan covenants. According to the loan contract, Bank of China has the right to declare the above loans be immediately due and payable. The loan balance of RMB75.0 million (equivalent to US$10.6 million) was classified as short-term bank loans in the condensed consolidated balance sheets as of June 30, 2020.
Maturities on long-term bank loans (including current portion) are as follows:
June 30, 2020 | ||||||
US$ | ||||||
Six months ended December 31, 2020 | 24,448,606 | |||||
2021 | 83,774,812 | |||||
2022 | 208,896,642 | |||||
2023 | 160,051,385 | |||||
2024 | 41,020,411 | |||||
After 2024 | 127,127,622 | |||||
Total | 645,319,478 |
15 |
Note 8 – Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following:
June 30, 2020 | December 31, 2019 | |||||||
US$ | US$ | |||||||
Payables for purchase of property, plant and equipment | 16,905,908 | 12,445,494 | ||||||
Accrued freight expenses | 21,193,634 | 17,665,998 | ||||||
Accrued interest expenses | 15,351,917 | 15,650,965 | ||||||
Contract liabilities (i) | 2,195,421 | 17,922,160 | ||||||
Non income tax payables | 4,282,890 | 6,056,024 | ||||||
Others (ii) | 16,087,957 | 16,809,747 | ||||||
Total accrued expenses and other current liabilities | 76,017,727 | 86,550,388 |
(i) Contract liabilities mainly represent the advance received from customers in the PRC for the finished goods and raw materials purchases. The change in contract liabilities primarily represents the cash received, less amounts recognized as revenues during the period.
(ii) Others mainly represent accrued payroll and employee benefits, accrued audit and consulting fees, electricity fee and other accrued miscellaneous operating expenses.
Note 9 – Related party transactions
The related party transactions are summarized as follows:
Three-Month Period Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
US$ | US$ | US$ | US$ | |||||||||||||
Transactions with related parties: | ||||||||||||||||
Revenues resulting from transactions with a related party: | ||||||||||||||||
Sales to Macromolecule Composite Materials (i) | — | 308,800 | — | 308,800 | ||||||||||||
Financing transactions with related parties: | ||||||||||||||||
Interest-free advances from Mr. Jie Han | — | 2,950,723 | — | 2,950,723 | ||||||||||||
Interest-free advances from a senior management employee in HLJ Xinda Group | — | — | — | 284,008 | ||||||||||||
Repayment of interest-free advances from management employees in HLJ Xinda Group and Sichuan Xinda | — | (4,439,451 | ) | — | (4,439,451 | ) | ||||||||||
Interest-free advances from Macromolecule Composite Materials (i) | — | 64,155,128 | — | 64,155,128 | ||||||||||||
Repayment of interest-free advances from Macromolecule Composite Materials (i) | — | (60,713,009 | ) | — | (60,713,009 | ) | ||||||||||
Interest-free advances from Mr. Qingwei Ma | 1,138,498 | — | 1,138,498 | — | ||||||||||||
Repayment of interest-free advances from Mr. Qingwei Ma | (1,138,498 | ) | — | (1,138,498 | ) | — | ||||||||||
Total financing transactions with related parties | — | 1,953,391 | — | 2,237,399 |
(i) On December 26, 2018, Shanghai Sales set up Heilongjiang Xinda Macromolecule Composite Materials Company Limited (“Macromolecule Composite Materials”). On April 22, 2019, Shanghai Sales transferred 97.5% equity interest in Macromolecule Composite Materials to Harbin Shengtong Engineering Plastics Co., Ltd. ("Harbin Shengtong"). Mr. Xigang Chen, who was the general manager of Sichuan Xinda, was the general manager and also the principal shareholder of Harbin Shengtong.
Since Mr. Xigang Chen resigned from Sichuan Xinda on August 5, 2019, Macromolecule Composite Materials had ceased to be a related party of the Company.
16 |
The related party balances are summarized as follows:
June 30, 2020 |
December 31, 2019 | |||||||
US$ | US$ | |||||||
Amounts due to related parties: | ||||||||
Mr. Jie Han (the Chairman and Chief Executive Officer) | 12,317,254 | 12,499,642 | ||||||
Mr. Jie Han’s wife | 3,099,054 | 3,137,539 | ||||||
Mr. Jie Han’s son | 9,181,439 | 9,317,393 | ||||||
Mr. Qingwei Ma (Chief Operating Officer) | 1,130,023 | 1,146,756 | ||||||
Senior management employee in HLJ Xinda Group | 148,392 | 150,589 | ||||||
Total amounts due to related parties | 25,876,162 | 26,251,919 |
Note 10 – Income tax
Pursuant to an approval from the local tax authority in July 2013, Sichuan Xinda, a subsidiary of China XD, became a qualified enterprise located in the western region of the PRC, which entitled it to a preferential income tax rate of 15% from January 1, 2013 to December 31, 2020. Under the current laws of Dubai, Dubai Xinda, a subsidiary of China XD, is exempted from income taxes.
The effective income tax rates for the six-month periods ended June 30, 2020 and 2019 were negative 18.0% and 11.0%, respectively. The effective income tax rate decreased from 11.0% for the six-month period ended June 30, 2019 to negative 18.0% for the six-month period ended June 30, 2020, primarily due to the increased reversal amount of unrecognized tax benefits. The effective income tax rate for the six-month period ended June 30, 2020 differs from the PRC statutory income tax rate of 25% primarily due to the reversal of the unrecognized tax benefits accrued in 2014, 75% additional deduction of R&D expenses of the major PRC operating entities, and Sichuan Xinda's preferential income tax rate.
US$6,164,268 previously unrecognized tax benefits accrued in year 2014 and the related accrued interest amounting to US$5,021,444 were reversed due to the expiration of five-year tax assessment period on May 31, 2020. As of June 30, 2020, the unrecognized tax benefits were US$30,733,101 and the interest relating to unrecognized tax benefits was US$10,998,020, of which the unrecognized tax benefits in year 2015 amounting to US$7,082,459 and related accrued interest amounting to US$4,794,317 were classified as current liabilities as the five-year tax assessment period will expire on May 31, 2021. No penalties expense related to unrecognized tax benefits were recorded. The Company is currently unable to provide an estimate of a range of the total amount of unrecognized tax benefits that is reasonably possible to change significantly within the next twelve months.
Note 11 – Deferred income
On January 26, 2015, the Company entered into a memorandum and a fund support agreement (the "Agreement") with the People's Government of Shunqing District, Nanchong City, Sichuan Province ("Shunqing Government") pursuant to which Shunqing Government, through its investment vehicle, extended to the Company RMB350 million (equivalent to US$49.4 million) to support the construction of the Sichuan plant, which has been received in full in the form of government repayment of bank loans on behalf of the Company.
In addition, the Company has received RMB333.2 million (equivalent to US$47.1 million) from Shunqing Government and RMB6.4 million (equivalent to US$0.9 million) from Ministry of Finance of the People's Republic of China to support the construction and RMB7.5 million (equivalent to US$1.0 million) special funds of ministerial key research projects from Ministry of Science and Technology of PRC as of June 30, 2020.
The Company has also received RMB45.0 million (equivalent to US$6.4 million) from Harbin Bureau of Finance to support the construction of the 300,000 metric tons of biological composite materials project in Heilongjiang as of June 30, 2020.
Since the funding is related to the construction of long-term assets, the amounts were recognized as government grant, which is included in deferred income on the consolidated balance sheets, and to be recognized as other income in the consolidated statements of comprehensive income (loss) over the periods and in the proportions in which depreciation expense on the long-term assets is recognized.
17 |
A cumulative RMB136.7 million (equivalent to US$19.3 million) government grants have been amortized as other income proportionate to the depreciation of the related assets, of which RMB21.2 million (equivalent to US$3.0 million) was amortized in the six-month period ended June 30, 2020.
The Company also received RMB36.0 million (equivalent to US$5.1 million) from Shunqing Government with respect to interest subsidy for bank loans. A cumulative RMB16.4 million (equivalent to US$2.3 million) government grants have been amortized as other income in line with the amount of related loan interest accrued.
Note 12 – Other non-current liabilities
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
US$ | US$ | |||||||
Income tax payable-noncurrent (i) | 78,110,645 | 86,414,852 | ||||||
Deferred income tax liabilities | 3,735,381 | 4,613,524 | ||||||
Total other non-current liabilities | 81,846,026 | 91,028,376 |
(i) Income tax payable-noncurrent represents the repatriation tax, the accumulative balance of unrecognized tax benefits since 2016 and related accrued interest. According to the Tax Cuts and Jobs Act enacted on December 22, 2017, the management recognized the amount of U.S. tax corporate income tax is US$70,965,148 based on the deemed repatriation to the United States of accumulated earnings mandated by the U.S. tax reform, US$22,708,848 of which due payable within one year was classified as current liabilities.
Note 13 – Noncontrolling interests
On January 22, 2020, a third party investor acquired 36.21% and 38.08% of the equity interest of the Company’s two wholly owned PRC subsidiaries at a consideration of RMB325.0 million (equivalent to US$45.9 million). The Company shall redeem 50% of the equity interest owned by the noncontrolling shareholder on January 21, 2024 and the remaining 50% on January 21, 2025 at a total redemption value of RMB325.0 million. The noncontrolling shareholder was also entitled to an interest at 1.5% per annum. The Company has pledged its 63.79% and 61.92% equity interest of the two subsidiaries to the noncontrolling shareholder as a guarantee for its obligation on the redemption. The mandatorily redeemable noncontrolling interests were recorded as a liability on the unaudited condensed consolidated balance sheet and initially recorded at the fair value of US$45.9 million and were subsequently carried at the present value of the redemption value.
In April 2020, the Company increased its capital contribution to one of the subsidiaries by transferring certain land use right amounting to RMB32.5 million (equivalent to US$4.6 million) from HLJ Xinda Group to the subsidiary, and the equity interest owned by the Company has increased from 61.92% to 65.62%, the equity interest owned by noncontrolling shareholder has decreased from 38.08% to 34.38%.
On June 29, 2020, the Company entered into supplementary agreements with the noncontrolling shareholder, pursuant to which, the redemption provision, the 1.5% per annum interest payable to the noncontrolling shareholder and the guarantee provision in the original investment agreements were cancelled. The substantial modification of terms was accounted as an extinguishment with no extinguishment gains or losses recognized. The noncontrolling interest were reclassified as an equity instrument. As of June 30, 2020, the carrying value of the noncontrolling interests was US$45.9 million.
18 |
Note 14 – Stockholders' equity
The changes of each caption of stockholders' equity for the six-month period ended June 30, 2020 are as follows:
Series B Preferred Stock | Common Stock | Accumulated | ||||||||||||||||||||||||||||||||||||||
Number of Shares | Amount | Number of Shares | Amount | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Other Comprehensive Loss | Noncontrolling Interest | Total Stockholders' Equity | |||||||||||||||||||||||||||||||
US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||||||||
Balance as of January 1, 2020 | 1,000,000 | 100 | 66,948,841 | 6,697 | (92,694 | ) | 184,208,447 | 720,159,368 | (67,907,807 | ) | — | 836,374,111 | ||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | 6,537,317 | — | — | 6,537,317 | ||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | — | (12,177,250 | ) | — | (12,177,250 | ) | ||||||||||||||||||||||||||||
Contribution from noncontrolling interests | — | — | — | — | — | — | — | — | 45,907,197 | 45,907,197 | ||||||||||||||||||||||||||||||
Balance as of June 30, 2020 | 1,000,000 | 100 | 66,948,841 | 6,697 | (92,694 | ) | 184,208,447 | 726,696,685 | (80,085,057 | ) | 45,907,197 | 876,641,375 |
Note 15 – Stock based compensation
On January 10, 2020, the Board of Directors approved the adoption of 2020 Stock Option / Stock Issuance Plan (the "2020 Plan"), under which 13,000,000 shares of common stock are reserved for issuance. The 2020 Plan provides for the grant of stock options and stock issuances to employees, directors and independent contractors who provide services to the Company and/or its affiliates.
Non-vested shares
On February 20, 2020, the Company's Board of Directors approved the grant of 3,000,000 non-vested shares to Mr. Jie Han and an employee with a performance condition that the Company or its subsidiaries receive certain amount of bank credit prior to April 30, 2020 and complete certain amount of drawdown from such credit line prior to June 30, 2020. The awards will be forfeited if the performance condition is not met. As of June 30, 2020, the performance condition has not been met and the awards were forfeited.
On February 20, 2020, the Company's Board of Directors approved the grant of 1,000,000 non-vested shares to two nonemployee consultants providing certain financing advisory service for the Company. As of June 30, 2020, the service has not been rendered and the service agreement was cancelled and the awards were forfeited.
A summary of the non-vested shares activity for the six-month period ended June 30, 2020 is as follows:
Number of Nonvested Shares | Weighted Average Grant date Fair Value | |||||||||
US$ | ||||||||||
Outstanding as of December 31, 2019 | — | — | ||||||||
Granted | 4,000,000 | 1.5 | ||||||||
Forfeited | (4,000,000 | ) | 1.5 | |||||||
Outstanding as of June 30, 2020 | — | — |
The Company recognized nil compensation expense in general and administrative expenses relating to non-vested shares for the three months and six months periods ended June 30, 2020 and 2019, respectively. As of June 30, 2020, there was nil unrecognized compensation cost relating to the non-vested shares.
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Note 16 - Earnings per share
Basic and diluted earnings per share are calculated as follows:
Three-Month Period Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
US$ | US$ | US$ | US$ | |||||||||||||
Net income attributable to China XD Plastics Company Limited | 17,575,811 | 40,111,317 | 6,537,317 | 51,092,032 | ||||||||||||
Less: | ||||||||||||||||
Earnings allocated to participating Series D convertible preferred stocks | — | (9,586,142 | ) | — | (12,210,406 | ) | ||||||||||
Net income for basic and diluted earnings per share | 17,575,811 | 30,525,175 | 6,537,317 | 38,881,626 | ||||||||||||
Denominator | ||||||||||||||||
Denominator for basic and diluted earnings per share | 66,948,841 | 50,948,841 | 66,948,841 | 50,948,841 | ||||||||||||
Earnings per share: | ||||||||||||||||
Basic and diluted | 0.26 | 0.60 | 0.1 | 0.76 |
The following table summarizes potentially dilutive securities excluded from the calculation of diluted earnings per share for the three-month periods and six-month periods ended June 30, 2020 and 2019 because their effects are anti-dilutive:
Three-Month Period Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Shares issuable upon conversion of Series D convertible preferred stocks | — | 16,000,000 | — | 16,000,000 | ||||||||||||
Note 17 - Commitments and contingencies
(1) Sichuan plant construction and equipment purchase
On March 8, 2013, Xinda Holding (HK) entered into an investment agreement with Shunqing Government, pursuant to which Xinda Holding (HK) will invest RMB1.8 billion in property, plant and equipment and approximately RMB0.6 billion in working capital, for the construction of Sichuan plant. As of June 30, 2020, the Company has a remaining commitment of RMB38.5 million (equivalent to US$5.5 million) mainly for facility construction.
In September 2016, Sichuan Xinda entered into equipment purchase contracts with Harbin Hailezi Science and Technology Co., Ltd. ("Hailezi") for a consideration of RMB17.0 million (equivalent to US$2.4 million) to purchase storage facility and testing equipment. Afterward, Sichuan Xinda cancelled two contracts with Hailezi for a consideration of RMB1.6 million (equivalent to US$0.2million). As of June 30, 2020, Sichuan Xinda has a remaining commitment of RMB9.4 million (equivalent to US$1.3 million).
On October 20, 2016, Sichuan Xinda entered into an equipment purchase agreement purchase contract with Peaceful Treasure Limited ("Peaceful") for a total consideration of RMB89.8 million (equivalent to US$12.7 million) to purchase certain production and testing equipment. As of June 30, 2020, the Company has a remaining commitment of RMB55.9 million (equivalent to US$7.9 million).
On November 15, 2016 and February 20, 2017, Sichuan Xinda entered into decoration contracts with Beijin Construction to perform indoor and outdoor decoration work for a consideration of RMB240.5 million (equivalent to US$34.0 million). On June 10, 2017, Sichuan Xinda entered into another decoration contract with Beijin Construction to perform ground decoration work for a consideration of RMB23.8 million (equivalent to US$3.3 million). As of June 30, 2020, the Company has a remaining commitment of RMB141.5 million (equivalent to US$20.0 million).
20 |
Pursuant to the Nanchong Project mentioned in Note 6 (i), Sichuan Xinda entered into equipment purchase contracts with Hailezi for a consideration of RMB2,242.8 million (equivalent to US$316.8 million) to purchase production equipment and testing equipment in March 2017. By the end of June 2017, Sichuan Xinda was about to launch a system including MES, SAP, ERP and CRM which caused the equipment of original contracts with Hailezi cannot meet the production requirement. Thus the original contracts have been partially terminated with the uncancelled contract amount to be RMB18.0 million (equivalent to US$2.5 million). As of June 30, 2020, Sichuan Xinda has a remaining commitment of RMB1.9 million (equivalent to US$0.3 million).
In connection with the Nanchong Project, on June 21, 2018, Sichuan Xinda entered into another equipment purchase contracts with Hailezi to purchase production equipment and testing equipment for a consideration of RMB1.9 billion (equivalent to US$268.4 million). As of June 30, 2020, Sichuan Xinda has a remaining commitment of RMB190.0 million (equivalent to US$26.8 million).
(2) Heilongjiang plant construction and equipment purchase
In connection with the equipment purchase contracts with Hailezi signed On September 26, 2016 and February 28, 2017 and September 25, 2019 to purchase storage facility and other equipment mentioned in Note 6 (i), HLJ Xinda Group has a remaining commitment of RMB75.2 million (equivalent to US$10.6 million) as of June 30, 2020.
In connection with the HLJ Project, on June 25, 2018 and July 12, 2018, HLJ Xinda Group entered into two equipment purchase contracts with Hailezi to purchase production equipment, which will be used for 300,000 metrics tons of biological based composite material, located in Harbin, for a consideration of RMB1,906.8 million (equivalent to US$269.3 million). Pursuant to the contracts with Hailezi, HLJ Xinda Group has a remaining commitment of RMB1,366.8 million (equivalent to US$193.1 million) as of June 30, 2020.
In connection with the equipment purchase contracts with Hailezi for Qinling Road Project and Jiangnan Road Project mentioned in Note 6 (i), as of June 30, 2020, the Company has remaining commitments of RMB32.4 million (equivalent to US$4.6 million) and RMB142.7 million (equivalent to US$20.2 million) for Qinling Road Project and Jiangnan Road Project respectively.
(3) Dubai equipment purchase
On May 31, 2019, Dubai Xinda entered into an equipment purchase contract with Peaceful for a total consideration of US$18.8 million. As of June 30, 2020, the Company has a remaining commitment of US$1.8 million.
(4) Xinda CI (Beijing) office building decoration
On March 30, 2017, Xinda CI (Beijing) Investment Holding Co., Ltd. ("Xinda Beijing Investment") entered into a decoration contract with Beijing Fangyuan Decoration Engineering Co., Ltd. for a total consideration of RMB5.8 million (equivalent to US$0.8 million) to decorate office building. As of June 30, 2020, the Company has a remaining commitment of RMB3.8 million (equivalent to US$0.5 million).
On June 9, 2017, Xinda CI (Beijing) entered into a decoration contract with Beijing Zhonghongwufang Stone Co., Ltd for a total consideration of RMB1.2 million (equivalent to US$0.2 million) to decorate office building. As of June 30, 2020, the Company has a remaining commitment of RMB0.6 million (equivalent to US$0.1 million).
(5) Guarantees
On December 25, 2018, HLJ Xinda Group, Sichuan Xinda and Mr. Jie Han provided guarantee to Shanghai Sales obtaining a one-year loan of RMB500.0 million (equivalent to US$70.6) from Longjiang Bank, Harbin Branch with an annual interest rate of 6.09% from December 25, 2018 to December 24, 2019. On December 24, 2019, the loan was extended to October 23, 2020. If Shanghai Sales does not repay the above loan when due, HLJ Xinda Group, Sichuan Xinda and Mr. Jie Han shall be obliged to repay the RMB500.0 million loan. The loan was repaid early by Shanghai Sales in April 2020.
21 |
On April 15, 2019, Sichuan Xinda provided guarantee to Shanghai Sales obtaining a one-year loan of RMB800.0 million (equivalent to US$113.0 million) from Longjiang Bank, Harbin Branch with an annual interest rate of 6.09% from April 15, 2019 to April 14, 2020. If Shanghai Sales does not repay the above loan when due, Sichuan Xinda shall be obliged to repay the RMB800.0 million loan. The loan was repaid by Shanghai Sales in April 2020.
On December 3, 2019, HLJ Xinda Group provided guarantee to Macromolecule Composite Materials obtaining a one-year loan of RMB612.2 million (equivalent to US$86.5 million) from Longjiang Bank, Harbin Branch with an annual interest rate of 6.25%. If Macromolecule Composite Materials does not repay the above loan when due, HLJ Xinda Group shall be obliged to repay the RMB612.2 million loan. The loan was repaid early in April 2020.
(6) Legal proceedings
The Company and its board of directors were named as defendants in four lawsuits filed in July 2020 in connection with the proposed going-private transaction. There is a possibility that a loss may have been incurred, as the Company is unable to estimate the possible loss or range of loss at this early stage in the cases, no loss contingency was accrued as of June 30, 2020.
Note 18 - Revenues
Revenues consist of the following:
Three-Month Period Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
US$ | US$ | US$ | US$ | |||||||||||||
Modified Polyamide 66 (PA66) | 147,968,469 | 92,259,170 | 197,201,570 | 176,137,415 | ||||||||||||
Modified Polyamide 6 (PA6) | 96,196,177 | 105,421,049 | 116,495,139 | 171,589,143 | ||||||||||||
Plastic Alloy | 7,597,061 | 71,411,826 | 18,144,460 | 134,548,451 | ||||||||||||
Modified Polypropylene (PP) | 21,929,333 | 40,795,250 | 26,270,108 | 77,852,304 | ||||||||||||
Modified Acrylonitrile Butadiene Styrene (ABS) | 6,384,587 | 14,777,635 | 7,377,815 | 28,225,264 | ||||||||||||
Polyoxymethylenes (POM) | 374,407 | 2,302,901 | 876,354 | 4,899,362 | ||||||||||||
Polyphenylene Oxide (PPO) | — | 9,133,246 | — | 25,992,396 | ||||||||||||
Polylactide (PLA) | 155,882 | 12,751,971 | 358,037 | 29,263,327 | ||||||||||||
Polyethylene (PE) | 851,805 | 1,831,333 | 1,437,050 | 3,604,077 | ||||||||||||
Semi-finished goods | — | 112,300,015 | 58,182,353 | 112,300,015 | ||||||||||||
Others | 1,766,266 | 89,484 | 1,718,779 | 128,133 | ||||||||||||
Total Revenue | 283,223,987 | 463,073,880 | 428,061,665 | 764,539,887 |
The following table provides sales by major customer group for the three-month and six-month periods ended June 30, 2020 and 2019:
Three-Month Period Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
US$ | US$ | US$ | US$ | |||||||||||||
Distributors | 276,792,623 | 322,799,104 | 384,318,727 | 605,615,795 | ||||||||||||
Direct customers | 4,665,098 | 140,185,292 | 42,024,159 | 158,729,179 | ||||||||||||
Others | 1,766,266 | 89,484 | 1,718,779 | 128,133 | ||||||||||||
Total Revenue | 283,223,987 | 463,073,880 | 428,061,665 | 764,539,887 |
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Note 19 - Gains on disposal of a subsidiary
On November 13, 2018, HLJ Xinda Group entered into an agreement with Shanghai Sales, to transfer the wholly owned equity of Heilongjiang Xinda Enterprise Group (Shanghai) New Materials Research and Development Co., Ltd. ("Shanghai New Materials R&D") from HLJ Xinda Group to Shanghai Sales with no consideration as a result of group restructuring to streamline resources and improve operating efficiency.
The legal transfer was completed on February 1, 2019 and the Company recorded gains of US$0.5 million on disposal of Shanghai New Materials R&D for the three-month period ended March 31, 2019.
Note 20 - Leases
As of June 30, 2020, the Company had operating leases for land use rights and office with remaining terms expiring from 2022 through 2085. The weighted average remaining lease term excluding land use rights located in PRC as of June 30, 2020 was 16.8 years. Weighted average discount rate used in the calculation of the lease liabilities was 6.7%. The discount rate reflects the estimated incremental borrowing rate, which includes an assessment of the credit rating to determine the rate that the Company would have to pay to borrow, on a collateralized basis for a similar term, an amount equal to the lease payments in a similar economic environment.
Lease cost for the three-month and six-month periods ended June 30, 2020 and 2019 is as follows:
Three-Month Period Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
US$ | US$ | US$ | US$ | |||||||||||||
Operating lease cost | 572,691 | 423,657 | 1,147,788 | 847,228 | ||||||||||||
Short-term lease cost | 237,421 | 154,019 | 368,495 | 333,214 | ||||||||||||
Total lease cost | 810,112 | 577,676 | 1,516,283 | 1,180,442 |
As of June 30, 2020, the maturities of the operating lease liabilities are as follows:
Remaining Lease Payments US$ | ||||
Six months ended December 31, 2020 | 693,360 | |||
2021 | 1,407,825 | |||
2022 | 1,408,184 | |||
2023 | 1,424,003 | |||
2024 | 1,443,311 | |||
Thereafter | 20,567,357 | |||
Total remaining lease payments | 26,944,040 | |||
Less: imputed interest | (11,280,932 | ) | ||
Total operating lease liabilities | 15,663,108 | |||
Less: current portion | (1,413,018 | ) | ||
Non-current operating lease liabilities | 14,250,090 | |||
Weighted-average remaining lease term | 16.8 years | |||
Weighted-average discount rate | 6.7 | % |
23 |
Supplemental cash flow information related to leases is as follows:
Three-Month Period Ended June 30, | Six-Month Period Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
US$ | US$ | US$ | US$ | |||||||||||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||
Operating cash flows from operating leases | 301,873 | 1,550,512 | 666,063 | 1,679,029 |
Note 21 – Subsequent event
In July 2020, the Company pledged its production equipment with a carrying amount of US$141.7 million to Nanchong Shuntou Development Group Co., Ltd. (“Shuntou”) as counter-guarantee for the guarantee provided by Shuntou for the RMB250.0 million (equivalent to US$35.3 million) loan obtained by the Company in July 2020 from Nanchong Rural Commercial Bank.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
We make forward-looking statements in this report, in other materials we file with the Securities and Exchange Commission (the "SEC") or otherwise release to the public, and on our website. In addition, our senior management might make forward-looking statements orally to analysts, investors, the media and others. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings) and demand for our products and services, and other statements of our plans, beliefs, or expectations, including the statements contained in this Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operation," regarding our future plans, strategies and expectations are forward-looking statements. In some cases these statements are identifiable through the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "target," "can," "could," "may," "should," "will," "would" and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and in Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You are cautioned not to place undue reliance on these forward-looking statements because these forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements. Thus, our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in: economic conditions generally and the automotive modified plastics market specifically, legislative or regulatory changes that affect our business, including changes in regulation, the availability of working capital, the introduction of competing products, and other risk factors described herein. These risks and uncertainties, together with the other risks described from time-to-time in reports and documents that we filed with the SEC should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Indeed, it is likely that some of our assumptions will prove to be incorrect. Our actual results and financial position will vary from those projected or implied in the forward-looking statements and the variances may be material. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Overview
China XD is one of the leading specialty chemical companies engaged in the research, development, manufacture and sale of modified plastics primarily for automotive applications in China, and to a lesser extent, in Dubai, UAE. Through our wholly-owned operating subsidiaries in China and UAE, we develop modified plastics using our proprietary technology, manufacture and sell our products primarily for use in the fabrication of automobile parts and components. We have 636 certifications from manufacturers in the automobile industry as of June 30, 2020. We are the only company certified as a National Enterprise Technology Center in modified plastics industry in Heilongjiang province. Our Research and Development (the "R&D") team consists of 139 professionals and 6 consultants. As a result of the integration of our academic and technological expertise, we have a portfolio of 521 patents, 32 of which we have obtained the patent rights and the remaining 489 of which we have applications pending in China as of June 30, 2020.
Our products include twelve categories: Modified Polypropylene (PP), Modified Acrylonitrile Butadiene Styrene (ABS), Modified Polyamide 66 (PA66), Modified Polyamide 6 (PA6), Modified Polyoxymethylenes (POM), Modified Polyphenylene Oxide (PPO), Plastic Alloy, Modified Polyphenylene Sulfide (PPS), Modified Polyimide (PI), Modified Polylactic acid (PLA), Poly Ether Ether Ketone (PEEK), and Polyethylene (PE).
25 |
The Company's products are primarily used in the production of exterior and interior trim and functional components of 31 automobile brands and 111 automobile models manufactured in China, including Audi, Mercedes Benz, BMW, Toyota, Buick, Chevrolet, Mazda, Volvo, Ford, Citroen, Jinbei, VW Passat, Golf, Jetta, etc. Our research center is dedicated to the research and development of modified plastics, and benefits from its cooperation with well-known scientists from prestigious universities in China. We operate three manufacturing plants in Harbin, Heilongjiang in the PRC. Prior to December 2012, we had approximately 255,000 metric tons of annual production capacity across 58 automatic production lines utilizing German twin-screw extruding systems, automatic weighing systems and Taiwan conveyer systems. In December 2012, we further expanded our third production base in Harbin with additional 135,000 metric tons of annual production capacity, bringing total installed production capacity in our three production bases to 390,000 metric tons with additional 30 new production lines. In July 2017, our Harbin campus launched a new industrial project for upgrading existing equipment for 100,000 metric tons of engineering plastics. As a result, our production capacity in Harbin, Heilongjiang was downgraded to 290,000 MT. In 2019, our Harbin campus started two equipment projects in Qinling Road Factory (“Qinling Road Project”) and Jiangnan Road Factory (“Jiangnan Road Project”) for equipment upgrade and overhaul progress, which further downgraded our production capacity to 135,000 MT. The industrial project for upgrading existing equipment for 100,000 metric tons of engineering plastics was expected to be completed by the end of 2020, Qinling Road Project and Jiangnan Road Project was expected to be completed by the end of 2020, thus bringing the production capacity in Harbin Campus back to 390,000 MT. Also, in July 2017, HLJ Xinda Group started an industrial project for 300,000 metric tons of biological composite materials, an industrial project for a 3D printing intelligent manufacture demonstration factory and a 3D printing display and experience cloud factory. This project with four workshops was formally broken ground in December 2019. The Company expects the gradual trial out by the end of 2022 and put into production by the end of 2023.
In December 2013, we broke ground on the construction of our fourth production plant in Nanchong City, Sichuan Province, with additional 300,000 metric tons of annual production capacity, which we expect will bring total domestic installed production capacity to 590,000 metric tons with the addition of 70 new production lines upon the completion of the construction of our fourth production plant. Sichuan Xinda has been supplying to its customers since 2013. We installed 50 production lines in the second half of 2016 in our Sichuan plant with production capacity of 216,000 metric tons during the year of 2017 and an additional 10 production lines in July 2018, bringing the total capacity to 259,200 metric tons. As of June 30, 2020, there is still construction ongoing on the site of our Sichuan plant which is expected to be completed by the end of the fourth quarter of 2020.
In order to develop potential overseas markets, Dubai Xinda obtained one leased property and two purchased properties, approximately 52,530 square meters in total, including one leased 10,000 square meters, and two purchased 20,206 and 22,324 square meters on January 25, 2015, June 28, 2016 and September 21, 2016, respectively, from Jebel Ali Free Zone Authority ("JAFZA") in Dubai, UAE, with constructed building comprising warehouses, offices and service blocks. In addition to the earlier 10 trial production lines in Dubai Xinda, the Company completed installing 45 production lines with 11,250 metric tons of annual production capacity by the end of November 2018, and an additional 30 production lines with 7,500 metric tons of annual production capacity. The Company estimates 22 production lines will be put into production in the fourth quarter of 2021, 8 production lines will be put into production in the second quarter of 2022, bringing total installed production capacity in Dubai Xinda to 21,250 metric tons, targeting high-end products for the overseas market.
Due to the COVID-19 pandemic, the Company's manufacturing facilities in Harbin and Sichuan was temporarily shut down from early February 2020 to early March 2020 while our Dubai facilities was suspended operation from early February 2020 till current in accordance with the requirement of the local governments. The Company’s business was negatively impacted and generated lower revenue and net income during the period from February to April 2020. The extent of the impact of COVID-19 on the Company’s results of operations and financial condition will depend on the virus' future developments, including the duration and spread of the outbreak and the impact on the Company’s customers, which are still uncertain and cannot be reasonably estimated at this point of time.
26 |
Recent Development
On May 8, 2020, the Board of Directors received a preliminary nonbinding proposal letter from Mr. Han, our Chairman and Chief Executive Officer, XD. Engineering Plastics Company Limited (together with Mr. Han, the “Buyer Group”), a company incorporated in the British Virgin Islands and wholly owned by Mr. Han, proposing to acquire all of the outstanding shares of common stock of the Company not already beneficially owned by the Buyer Group in a “going-private” transaction. The Board of Directors has established a special committee (the “Special Committee”), consisting of the following independent directors of the Company: Mr. Linyuan Zhai, Mr. Huiyi Chen and Mr. Guanbao Huang, with Mr. Huiyi Chen serving as chairperson of the Special Committee. The Special Committee is responsible for evaluating, negotiating and recommending to the Board any proposals involving a strategic transaction by the Company with one or more third parties. On June 15, 2020, the Company entered into an agreement and plan of merger in connection with the proposed going-private transaction. For details, please refer to the Company’s Form 8-K filed on June 15, 2020. There can be no assurance that the merger agreement or the transactions contemplated thereunder or any alternative transactions will be approved by our stockholders or consummated.
Highlights for the three-month period ended June 30, 2020 include:
● Revenues were $283.2 million, a decrease of 38.8% from $463.1million in the second quarter of 2019
● Gross profit was $39.9 million, a decrease of 38.9% from $65.3 million in the second quarter of 2019
● Gross profit margin was 14.1%, consistent with that in the second quarter of 2019
● Net income was $17.6 million, compared to $40.1 million in the second quarter of 2019
● Total volume shipped was 56,510 metric tons, a decrease of 47.0% from 106,609 metric tons in the second quarter of 2019
Results of Operations
The following table sets forth, for the periods indicated, statements of income data in thousands of USD:
(in millions, except percentage) | Three-Month Period Ended | Six-Month Period Ended | ||||||||||||||||||||||
June 30, | Change | June 30, | Change | |||||||||||||||||||||
2020 | 2019 | % | 2020 | 2019 | % | |||||||||||||||||||
Revenues | 283.2 | 463.1 | (38.8 | )% | 428.1 | 764.5 | (44.0 | )% | ||||||||||||||||
Cost of revenues | (243.3 | ) | (397.8 | ) | (38.8 | )% | (383.0 | ) | (648.9 | ) | (41.0 | )% | ||||||||||||
Gross profit | 39.9 | 65.3 | (38.9 | )% | 45.1 | 115.6 | (61.0 | )% | ||||||||||||||||
Total operating expenses | (9.5 | ) | (15.6 | ) | (39.1 | )% | (19.5 | ) | (34.7 | ) | (43.8 | )% | ||||||||||||
Operating income | 30.4 | 49.7 | (38.8 | )% | 25.6 | 80.9 | (68.4 | )% | ||||||||||||||||
Income before income taxes | 15.7 | 42.7 | (63.2 | )% | 5.5 | 57.4 | (90.4 | )% | ||||||||||||||||
Income tax benefit (expense) | 1.9 | (2.6 | ) | (173.1 | )% | 1.0 | (6.3 | ) | (115.9 | )% | ||||||||||||||
Net income | 17.6 | 40.1 | (56.1 | )% | 6.5 | 51.1 | (87.3 | )% |
Three-month period ended June 30, 2020 compared to three-month period ended June 30, 2019
Revenues
Revenues were US$283.2 million in the second quarter ended June 30, 2020, a decrease of US$179.9 million, or 38.8%, compared to US$463.1 million in the same period of last year. This was due to the decrease of 47.0% in sales volume, and 4.3% negative impact from exchange rate due to depreciation of RMB against US dollars, and an increase of 19.7% in the average RMB selling price of our products, as compared with those of the same period of last year.
(i) Domestic market
For the three months ended June 30, 2020, revenue from domestic market decreased by US$162.6 million or 36.5% as a combined result of: (i) a decrease of 46.1% in sales volume; (ii) a depreciation of RMB against USD by 4.3%; and partially offset by (iii) an increase of 22.1 % in the average RMB selling price of our products, as compared with those of last year.
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According to the China Association of Automobile Manufacturers, automobile production and sales in China decreased by 16.8% and 16.9%, respectively, for the first half year of 2020 as compared to the same period of 2019.
The weakening in macroeconomic conditions since the outbreak of COVID-19 pandemic in January 2020 continued to exacerbate auto business environment. The Company’s business was negatively impacted and has generated lower revenue during the period from February to April 2020. Thanks to our positive efforts to expand our customer bases and to meet their new requirements, including producing raw materials for PPE such as goggles and masks, to help alleviate the pandemic to our communities and mitigate the negative impact of world pandemic on Chinese auto industry, the Company has begun to recover slowly after May 2020. We had decrease in sales by 43.8% in Northeast China, 28.9% in North China, 16.5% in Central China, and had increase in sales by 54.5% in Southwest China, 41.9% in East China, 27.8% in South China for the three-month period ended June 30, 2020 as compared to the same period of 2019.
As for the RMB selling price, the increase of 22.1% was mainly due to increased sales of new categories of higher-end products of PA66 and PA6 produced with high-priced raw materials with higher selling price in domestic market during the three-month period ended June 30, 2020.
(ii) Overseas market
For the three-month period ended June 30, 2020, revenues from overseas market was US$0.2 million as compared to US$17.5 million of the same period of 2019. The Dubai facility was temporarily shut down since late February and has not resumed its operation till the current period, which has negatively impacted operations in Dubai facility.
The following table summarizes the breakdown of revenues by categories in millions of US$:
Revenues For the Three-Month Ended June 30, | ||||||||||||||||||||||||
2020 | 2019 | Change | Change | |||||||||||||||||||||
Amount | % | Amount | % | Amount | % | |||||||||||||||||||
(US$ in millions, except the percentage) | ||||||||||||||||||||||||
Modified Polyamide 66 (PA66) | 147.9 | 52.2 | % | 92.3 | 19.9 | % | 55.6 | 60.2 | % | |||||||||||||||
Modified Polyamide 6 (PA6) | 96.2 | 34.0 | % | 105.4 | 22.8 | % | (9.2 | ) | (8.7 | )% | ||||||||||||||
Plastic Alloy | 7.6 | 2.7 | % | 71.4 | 15.4 | % | (63.8 | ) | (89.4 | )% | ||||||||||||||
Modified Polypropylene (PP) | 21.9 | 7.7 | % | 40.8 | 8.8 | % | (18.9 | ) | (46.3 | )% | ||||||||||||||
Modified Acrylonitrile butadiene styrene (ABS) | 6.4 | 2.3 | % | 14.8 | 3.2 | % | (8.4 | ) | (56.8 | )% | ||||||||||||||
Polyoxymethylenes (POM) | 0.4 | 0.1 | % | 2.3 | 0.5 | % | (1.9 | ) | (82.6 | )% | ||||||||||||||
Polyphenylene Oxide (PPO) | — | — | 9.1 | 2.0 | % | (9.1 | ) | (100.0 | )% | |||||||||||||||
Modified Polylactic acid (PLA) | 0.2 | 0.1 | % | 12.8 | 2.8 | % | (12.6 | ) | (98.4 | )% | ||||||||||||||
Polyethylene (PE) | 0.8 | 0.3 | % | 1.8 | 0.4 | % | (1.0 | ) | (55.6 | )% | ||||||||||||||
Semi-finished goods | — | — | 112.3 | 24.2 | % | (112.3 | ) | (100.0 | )% | |||||||||||||||
Others | 1.8 | 0.6 | % | 0.1 | 0.0 | % | 1.7 | 1700.0 | % | |||||||||||||||
Total Revenues | 283.2 | 100 | % | 463.1 | 100 | % | (179.9 | ) | (38.8 | )% |
28 |
The following table summarizes the breakdown of metric tons (MT) by product mix:
Sales Volume For the Three-Month Period Ended June 30, | ||||||||||||||||||||||||
2020 | 2019 | Change | Change | |||||||||||||||||||||
MT | % | MT | % | MT | % | |||||||||||||||||||
(in MTs, except percentage) | ||||||||||||||||||||||||
Modified Polyamide 66 (PA66) | 20,637 | 36.5 | % | 15,824 | 14.8 | % | 4,813 | 30.4 | % | |||||||||||||||
Modified Polyamide 6 (PA6) | 13,867 | 24.5 | % | 20,486 | 19.2 | % | (6,619 | ) | (32.3 | )% | ||||||||||||||
Plastic Alloy | 4,562 | 8.1 | % | 19,203 | 18.0 | % | (14,641 | ) | (76.2 | )% | ||||||||||||||
Modified Polypropylene (PP) | 12,449 | 22.0 | % | 26,641 | 25.0 | % | (14,192 | ) | (53.3 | )% | ||||||||||||||
Modified Acrylonitrile butadiene styrene (ABS) | 3,947 | 7.0 | % | 7,014 | 6.6 | % | (3,067 | ) | (43.7 | )% | ||||||||||||||
Polyoxymethylenes (POM) | 145 | 0.3 | % | 677 | 0.6 | % | (532 | ) | (78.6 | )% | ||||||||||||||
Polyphenylene Oxide (PPO) | — | — | 1,809 | 1.7 | % | (1,809 | ) | (100.0 | )% | |||||||||||||||
Modified Polylactic acid (PLA) | 37 | 0.1 | % | 1,238 | 1.2 | % | (1,201 | ) | (97.0 | )% | ||||||||||||||
Polyethylene (PE) | 866 | 1.5 | % | 1,385 | 1.3 | % | (519 | ) | (37.5 | )% | ||||||||||||||
Semi-finished goods | — | — | 12,332 | 11.6 | % | (12,332 | ) | (100.0 | )% | |||||||||||||||
Total Sales Volume | 56,510 | 100 | % | 106,609 | 100 | % | (50,099 | ) | (47.0 | )% |
The Company continued to shift production mix from traditional lower-end products such as PP to higher-end products such as PA66 and PA6, primarily due to (i) greater growth potential of advanced modified plastics in luxury automobile models in China, (ii) the stronger demand as a result of promotion by the Chinese government for clean energy vehicles and (iii) better quality demand from and consumer recognition of higher-end cars made by automotive manufacturers from Chinese and Germany joint ventures, Sino-U.S. and Sino-Japanese joint ventures, which manufacturers tend to use more and higher-end modified plastics in quantity per vehicle in China.
Gross Profit and Gross Profit Margin
Three-Month Period Ended June 30, | Change | |||||||||||||||
(in millions, except percentage) | 2020 | 2019 | Amount | % | ||||||||||||
Gross Profit | $ | 39.9 | $ | 65.3 | $ | (25.4 | ) | (38.9 | )% | |||||||
Gross Profit Margin | 14.1 | % | 14.1 | % | 0.0 | % |
Gross profit was US$39.9 million in the second quarter ended June 30, 2020, compared to US$65.3 million in the same period of 2019. Our gross margin remained consistent at 14.1% for both quarters ended June 30, 2020 and 2019, primarily due to decreased sales of semi-finished goods with lower profit margin, and partially offset by the increased cost for idle capacity as a result of shutdown.
General and Administrative Expenses
Three-Month Period Ended June 30, | Change | |||||||||||||||
(in millions, except percentage) | 2020 | 2019 | Amount | % | ||||||||||||
General and Administrative Expenses | $ | 3.7 | $ | 5.8 | $ | (2.1 | ) | (36.2 | )% | |||||||
as a percentage of revenues | 1.3 | % | 1.2 | % | 0.1 | % |
General and administrative (G&A) expenses were US$3.7 million for the quarter ended June 30, 2020 compared to US$5.8 million in the same period in 2019, representing a decrease of 36.2%, or US$2.1 million. The decrease was primarily due to the decrease of salary and welfare and miscellaneous expenses as a result of management's cost reduction measure to cope with impact from the COVID-19.
Research and Development Expenses
Three-Month Period Ended June 30, | Change | |||||||||||||||
(in millions, except percentage) | 2020 | 2019 | Amount | % | ||||||||||||
Research and Development Expenses | $ | 5.8 | $ | 9.6 | $ | (3.8 | ) | (39.6 | )% | |||||||
as a percentage of revenues | 2.1 | % | 2.2 | % | (0.1 | )% |
Research and development expenses were US$5.8 million in the quarter ended June 30, 2020 compared with US$9.6 million in the same period in 2019, representing a decrease of US$3.8 million, or 39.6%. This decrease was due to (i) a decrease of US$3.4 million in raw materials consumption; (ii) a decrease of US$0.3 million in depreciation; and (iii) a decrease of US$0.1 million in salary and welfare for R&D personnel.
29 |
As of June 30, 2020, the number of ongoing research and development projects was 356. We expect to complete and commence to realize economic benefits from approximately 25% of the projects in the near term. The majority of the projects are in the field of modified plastics in automotive applications and the rest are in advanced fields such as ships, airplanes, high-speed rail, medical devices, etc.
Operating Income
Total operating income was US$30.4 million in the second quarter ended June 30, 2020 compared to US$49.7 million in the same period of 2019, representing a decrease of US$19.3 million or 38.8%. This decrease is primarily due to the lower gross profit, and partially offset by the lower operating expenses.
Interest Income (Expenses)
Three-Month Period Ended June 30, | Change | |||||||||||||||
(in millions, except percentage) | 2020 | 2019 | Amount | % | ||||||||||||
Interest Income | $ | 0.1 | $ | 0.5 | $ | (0.4 | ) | (80.0 | )% | |||||||
Interest Expenses | (15.9 | ) | (12.1 | ) | (3.8 | ) | 31.4 | % | ||||||||
Net Interest Expenses | (15.8 | ) | (11.6 | ) | (4.2 | ) | 36.2 | % | ||||||||
as a percentage of revenues | (5.6 | )% | (2.5 | )% | (3.1 | )% |
Net interest expenses were US$15.8 million for the three-month period ended June 30, 2020, compared to $11.6 million in the same period of 2019, representing an increase of US$4.2 million or 36.2%, primarily due to (i) the increase of average short-term and long-term loan balance in amount of US$1,219.8 million for the three-month period ended June 30, 2020 compared to US$882.5 million for the same period in 2019; (ii) the increase of interest expense resulting from the average loan interest rate increased to 5.4% for the three-month period ended June 30, 2020 compared to 5.2% of the same period in 2019.
Income Taxes
Three-Month Period Ended June 30, | Change | |||||||||||||||
(in millions, except percentage) | 2020 | 2019 | Amount | % | ||||||||||||
Income before Income Taxes | $ | 15.7 | $ | 42.7 | $ | (27.0 | ) | (63.2 | )% | |||||||
Income Tax Benefit (Expense) | 1.9 | (2.6 | ) | 4.5 | (173.1 | )% | ||||||||||
Effective income tax rate | (12.0 | )% | 6.2 | % | (18.2 | )% |
The effective income tax rates for the three-month periods ended June 30, 2020 and 2019 were negative 12.0% and 6.2%, respectively. The effective income tax rate decreased from 6.2% for the three-month period ended June 30, 2019 to negative 12.0% for the three-month period ended June 30, 2020, primarily due to the increased reversal amount of unrecognized tax benefit.
Our PRC and Dubai subsidiaries have US$289.0 million of cash and cash equivalents, restricted cash, and time deposits as of June 30, 2020, which are planned to be indefinitely reinvested in the PRC and Dubai. Due to our policy of indefinitely reinvesting our earnings in our PRC business, we have not provided for deferred income tax liabilities related to PRC withholding income tax on undistributed earnings of our PRC subsidiaries. In addition, due to our policy of indefinitely reinvesting our earnings in Dubai, UAE, we have not provided for deferred income tax liabilities related to Dubai Xinda in Dubai, UAE, on undistributed earnings.
Net Income
As a result of the above factors, we had a net income of US$17.6 million in the second quarter of 2020 compared to a net income of US$40.1 million in the same quarter of 2019.
30 |
Six-month period ended June 30, 2020 compared to six-month period ended June 30, 2019
Revenues
Revenues were US$428.1 million in the six-month period ended June 30, 2020, a decrease of US$336.4 million, or 44.0%, compared with US$764.5 million in the same period of last year. This was due to the decrease of 57.8% in sales volume, and 4.9% negative impact from exchange rate due to depreciation of RMB against US dollars, partially offset by an increase of 37.6% in the average RMB selling price of our products, as compared with those of the same period of last year.
(i) Domestic market
For the six-month period ended June 30, 2020, revenue from domestic market decreased by US$313.5 million or 42.3%, as a combined result of: (i) a decrease of 57.3% in sales volume; (ii) a depreciation of RMB against USD by 4.9%; and partially offset by (iii) an increase of 40.0% in the average RMB selling price of our products, as compared with those of last year.
According to the China Association of Automobile Manufacturers, automobile production and sales in China decreased by 16.8% and 16.9%, respectively, for the first half year of 2020 as compared to the same period of 2019.
The weakening in macroeconomic conditions since the outbreak of COVID-19 pandemic in January 2020 continued to exacerbate auto business environment. The Company’s business was negatively impacted and has generated lower revenue during the period from February to April 2020. Thanks to our positive efforts to expand our customer bases and to meet their new requirements, including producing raw materials for PPE such as goggles and masks, to help alleviate the pandemic to our communities and mitigate the negative impact of world pandemic on Chinese auto industry, the Company has begun to recover slowly after May 2020. We had decrease in sales by 68.1% in Northeast China, 50.2% in Central China, 26.9% in South China, 26.0 % in Southwest China, 25.6% in North China, and 17.4% in East China for the six-month period ended June 30, 2020 as compared to the same period of 2019.
As for the RMB selling price, the increase of 40.0% was mainly due to increased sales of new categories of higher-end products of PA66 and PA6 produced with high-priced raw materials with higher selling price in domestic markets during the six-month period ended June 30, 2020.
(ii) Overseas market
For the six-month period ended June 30, 2020, revenues from overseas market was US$0.4 million as compared to and US$23.3 million of the same period of 2019. The Dubai facility was temporarily shut down since late February and has not resumed its operation till the current period, which has negatively impacted operations in Dubai facility.
Revenues For the Six-Month Ended June 30, | ||||||||||||||||||||||||
2020 | 2019 | Change | Change | |||||||||||||||||||||
Amount | % | Amount | % | Amount | % | |||||||||||||||||||
(US$ in millions, except the percentage) | ||||||||||||||||||||||||
Modified Polyamide 66 (PA66) | 197.2 | 46.1 | % | 176.1 | 23.0 | % | 21.1 | 12.0 | % | |||||||||||||||
Modified Polyamide 6 (PA6) | 116.5 | 27.3 | % | 171.6 | 22.5 | % | (55.1 | ) | (32.1 | )% | ||||||||||||||
Plastic Alloy | 18.1 | 4.2 | % | 134.5 | 17.6 | % | (116.4 | ) | (86.5 | )% | ||||||||||||||
Modified Polypropylene (PP) | 26.3 | 6.1 | % | 77.9 | 10.2 | % | (51.6 | ) | (66.2 | )% | ||||||||||||||
Modified Acrylonitrile butadiene styrene (ABS) | 7.4 | 1.7 | % | 28.2 | 3.7 | % | (20.8 | ) | (73.8 | )% | ||||||||||||||
Polyoxymethylenes (POM) | 0.9 | 0.2 | % | 4.9 | 0.6 | % | (4.0 | ) | (81.6 | )% | ||||||||||||||
Polyphenylene Oxide (PPO) | — | — | 26.0 | 3.4 | % | (26.0 | ) | (100.0 | )% | |||||||||||||||
Modified Polylactic acid (PLA) | 0.4 | 0.1 | % | 29.3 | 3.8 | % | (28.9 | ) | (98.6 | )% | ||||||||||||||
Polyethylene (PE) | 1.4 | 0.3 | % | 3.6 | 0.5 | % | (2.2 | ) | (61.1 | )% | ||||||||||||||
Semi-finished goods | 58.2 | 13.6 | % | 112.3 | 14.7 | % | (54.1 | ) | (48.2 | )% | ||||||||||||||
Others | 1.7 | 0.4 | % | 0.1 | 0.0 | % | 1.6 | 1600.0 | % | |||||||||||||||
Total Revenues | 428.1 | 100 | % | 764.5 | 100 | % | (336.4 | ) | (44.0 | )% |
31 |
The following table summarizes the breakdown of metric tons (MT) by product mix:
Sales Volume For the Six-Month Period Ended June 30, | ||||||||||||||||||||||||
2020 | 2019 | Change | Change | |||||||||||||||||||||
MT | % | MT | % | MT | % | |||||||||||||||||||
(in MTs, except percentage) | ||||||||||||||||||||||||
Modified Polyamide 66 (PA66) | 27,608 | 32.5 | % | 32,810 | 16.3 | % | (5,202 | ) | (15.9 | )% | ||||||||||||||
Modified Polyamide 6 (PA6) | 16,672 | 19.7 | % | 37,830 | 18.8 | % | (21,158 | ) | (55.9 | )% | ||||||||||||||
Plastic Alloy | 11,484 | 13.5 | % | 40,861 | 20.5 | % | (29,377 | ) | (71.9 | )% | ||||||||||||||
Modified Polypropylene (PP) | 15,945 | 18.8 | % | 51,549 | 25.6 | % | (35,604 | ) | (69.1 | )% | ||||||||||||||
Modified Acrylonitrile butadiene styrene (ABS) | 4,423 | 5.2 | % | 13,646 | 6.8 | % | (9,223 | ) | (67.6 | )% | ||||||||||||||
Polyoxymethylenes (POM) | 336 | 0.4 | % | 1,462 | 0.7 | % | (1,126 | ) | (77.0 | )% | ||||||||||||||
Polyphenylene Oxide (PPO) | — | — | 5,026 | 2.5 | % | (5,026 | ) | (100.0 | )% | |||||||||||||||
Modified Polylactic acid (PLA) | 95 | 0.1 | % | 2,832 | 1.4 | % | (2,737 | ) | (96.6 | )% | ||||||||||||||
Polyethylene (PE) | 1,493 | 1.8 | % | 2,705 | 1.3 | % | (1,212 | ) | (44.8 | )% | ||||||||||||||
Semi-finished goods | 6,780 | 8.0 | % | 12,332 | 6.1 | % | (5,552 | ) | (45.0 | )% | ||||||||||||||
Total Sales Volume | 84,836 | 100 | % | 201,053 | 100 | % | (116,217 | ) | (57.8 | )% |
The Company continued to shift production mix from traditional lower-end products such as PP to higher-end products such as PA66 and PA6, primarily due to (i) greater growth potential of advanced modified plastics in luxury automobile models in China, (ii) the stronger demand as a result of promotion by the Chinese government for clean energy vehicles and (iii) better quality demand from and consumer recognition of higher-end cars made by automotive manufacturers from Chinese and Germany joint ventures, Sino-U.S. and Sino-Japanese joint ventures, which manufacturers tend to use more and higher-end modified plastics in quantity per vehicle in China.
Gross Profit and Gross Profit Margin
Six-Month Period Ended June 30, | Change | |||||||||||||||
(in millions, except percentage) | 2020 | 2019 | Amount | % | ||||||||||||
Gross Profit | $ | 45.1 | $ | 115.6 | $ | (70.5 | ) | (61.0 | )% | |||||||
Gross Profit Margin | 10.5 | % | 15.1 | % | (4.6 | )% |
Gross profit was US$45.1 million during the six-month period ended June 30, 2020, as compared to US$115.6 million in the same period of 2019. Our gross margin decreased to 10.5% during the six-month period ended June 30, 2020 from 15.1% during the same period of 2019 primarily due to the increased cost for idle capacity as a result of shutdown.
General and Administrative Expenses
Six-Month Period Ended June 30, | Change | |||||||||||||||
(in millions, except percentage) | 2020 | 2019 | Amount | % | ||||||||||||
General and Administrative Expenses | $ | 9.7 | $ | 14.5 | $ | (4.8 | ) | (33.1 | )% | |||||||
as a percentage of revenues | 2.3 | % | 1.9 | % | 0.4 | % |
General and administrative (G&A) expenses were US$9.7 million in the six-month period ended June 30, 2020 compared to US$14.5 million in the same period in 2019, representing a decrease of US$4.8 million, or 33.1%. The decrease was primarily due to the decrease of salary and welfare and miscellaneous expenses as a result of management's cost reduction measure to cope with impact from the COVID-19.
32 |
Research and Development Expenses
Six-Month Period Ended June 30, | Change | |||||||||||||||
(in millions, except percentage) | 2020 | 2019 | Amount | % | ||||||||||||
Research and Development Expenses | $ | 9.6 | $ | 19.6 | $ | (10.0 | ) | (51.0 | )% | |||||||
as a percentage of revenues | 2.3 | % | 2.6 | % | (0.3 | )% |
Research and development (R&D) expenses were US$9.6 million during for the six-month period ended June 30, 2020 compared with US$19.6 million during the same period in 2019, representing a decrease of US$10.0 million, or 51.0%. This decrease was due to (i) a decrease of US$9.2 million in raw materials consumption, (ii) a decrease of US$0.7 million in depreciation, and (iii) a decrease of US$0.1 million in salary and welfare for R&D personnel.
As of June 30, 2020, the number of ongoing research and development projects was 356. We expect to complete and commence to realize economic benefits from approximately 25% of the projects in the near term. The remaining projects are expected to be carried out for a longer period. The majority of the projects are in the field of modified plastics in automotive applications and the rest are in advanced fields such as ships, airplanes, high-speed rail, medical devices, etc.
Operating Income
Total operating income was US$25.6 million for the six-month period ended June 30, 2020 compared to US$80.9 million in the same period of 2019, representing a decrease of US$55.3 million or 68.4%. This decrease is primarily due to the lower gross margin, and partially offset by the lower operating expenses.
Interest Income (Expenses)
Six-Month Period Ended June 30, | Change | |||||||||||||||
(in millions, except percentage) | 2020 | 2019 | Amount | % | ||||||||||||
Interest Income | $ | 0.3 | $ | 0.9 | $ | (0.6 | ) | (66.7 | )% | |||||||
Interest Expenses | (33.8 | ) | (29.6 | ) | (4.2 | ) | 14.2 | % | ||||||||
Net Interest Expenses | $ | (33.5 | ) | $ | (28.7 | ) | $ | (4.8 | ) | 16.7 | % | |||||
as a percentage of revenues | (7.8 | )% | (3.8 | )% | (4.0 | )% |
Net interest expenses were US$33.5 million for the six-month period ended June 30, 2020, compared to $28.7 million in the same period of 2019, representing an increase of US$4.8 million or 16.7%, primarily due to (i) the increase of average short-term and long-term loan balance in the amount of US$1,144.9 million for the six-month period ended June 30, 2020 compared to US$$886.8 million of the same period in 2019; (ii) the decrease of interest income resulting from the decrease of average deposit balance and average deposit interest rate; and partially offset by (iii) the decrease of interest expense resulting from the average loan interest rate decreased to 5.3% for the six-month period ended June 30, 2020 compared to 5.4% of the same period in 2019.
Income Taxes
Six-Month Period Ended June 30, | Change | |||||||||||||||
(in millions, except percentage) | 2020 | 2019 | Amount | % | ||||||||||||
Income before Income Taxes | $ | 5.5 | $ | 57.4 | $ | (51.9 | ) | (90.4 | )% | |||||||
Income Tax Benefit (Expense) | 1.0 | (6.3 | ) | 7.3 | (115.9 | )% | ||||||||||
Effective income tax rate | (18.0 | )% | 11.0 | % | (29.0 | )% |
The effective income tax rates for the six-month periods ended June 30, 2020 and 2019 were negative 18.0% and 11.0%, respectively. The effective income tax rate decreased from 11.0% for the six-month period ended June 30, 2019 to negative 18.0% for the six-month period ended June 30, 2020, primarily due to increased reversal amount of unrecognized tax benefit .
33 |
Net Income
As a result of the above factors, we had a net income of US$6.5 million for the six-month period ended June 30, 2020 compared to net income of US$51.1 million in the same period of 2019.
Selected Balance Sheet Data as of June 30, 2020 and December 31, 2019:
June 30, | December 31, | Change | ||||||||||||||
(in millions, except percentage) | 2020 | 2019 | Amount | % | ||||||||||||
Cash and cash equivalents | 3.2 | 17.2 | (14.0 | ) | (81.4 | )% | ||||||||||
Restricted cash | 164.7 | 211.2 | (46.5 | ) | (22.0 | )% | ||||||||||
Time deposits | 122.9 | — | 122.9 | N/A | ||||||||||||
Accounts receivable, net of allowance for doubtful accounts | 184.4 | 222.1 | (37.7 | ) | (17.0 | )% | ||||||||||
Inventories | 678.5 | 642.5 | 36.0 | 5.6 | % | |||||||||||
Prepaid expenses and other current assets | 405.4 | 171.8 | 233.6 | 136.0 | % | |||||||||||
Property, plant and equipment, net | 813.8 | 830.3 | (16.5 | ) | (2.0 | )% | ||||||||||
Long-term prepayments to equipment and construction suppliers | 502.0 | 495.6 | 6.4 | 1.3 | % | |||||||||||
Operating right of use assets, net | 43.1 | 44.1 | (1.0 | ) | (2.3 | )% | ||||||||||
Other non-current assets | 0.7 | 1.0 | (0.3 | ) | (30.0 | )% | ||||||||||
Total assets | 2,918.8 | 2,635.9 | 282.9 | 10.7 | % | |||||||||||
Short-term bank loans, including current portion of long-term bank loans | 770.9 | 680.2 | 90.7 | 13.3 | % | |||||||||||
Bills payable | 331.1 | 400.7 | (69.6 | ) | (17.4 | )% | ||||||||||
Accounts payable | 48.2 | 57.5 | (9.3 | ) | (16.2 | )% | ||||||||||
Amounts due to related parties | 25.9 | 26.3 | (0.4 | ) | (1.5 | )% | ||||||||||
Income taxes payable, including noncurrent portion | 100.7 | 103.8 | (3.1 | ) | (3.0 | )% | ||||||||||
Accrued expenses and other current liabilities | 76.0 | 86.6 | (10.6 | ) | (12.2 | )% | ||||||||||
Long-term bank loans, excluding current portion | 575.5 | 322.5 | 253.0 | 78.4 | % | |||||||||||
Deferred income | 88.3 | 92.6 | (4.3 | ) | (4.6 | )% | ||||||||||
Operating lease liabilities, non-current | 14.3 | 14.4 | (0.1 | ) | (0.7 | )% | ||||||||||
Noncontrolling interests | 45.9 | — | 45.9 | N/A | ||||||||||||
Stockholders' equity | 876.6 | 836.4 | 40.2 | 4.8 | % |
Stockholders' equity as of June 30, 2020 increased by 4.8% as compared to that of December 31, 2019, primarily due to the increase of US$45.9 million noncontrolling interests. Cash and cash equivalents, restricted cash and time deposits increased by US$62.4 million or 27.3%, primarily due to the financing activity cash inflows. Prepaid expenses and other current assets increased by US$233.6 million or 136.0% primarily due to (i) an increase of US$308.5 million in receivables due from third parties, partially offset by (ii) a decrease of US$42.6 million in receivables from Hong Kong Grand Royal Trading Co., Ltd., and (iii) a decrease of US$26.6 million in advances to suppliers for purchasing raw materials. The aggregate short-term and long-term bank loans increased by 34.3% due to using the line of credits to support operating and investing activities in HLJ Xinda Group and Sichuan Xinda. We define the manageable debt level as the sum of aggregate short-term and long-term loans over total assets.
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LIQUIDITY AND CAPITAL RESOURCES
Historically, our primary uses of cash have been to finance working capital needs and capital expenditures for new production lines. We have financed these requirements primarily from cash generated from operations, bank borrowings and the issuance of our convertible preferred stocks and debt financings. As of June 30, 2020 and December 31, 2019, we had US$290.8 million and US$228.4 million, respectively, in the total amount of cash and cash equivalents, restricted cash and time deposits, which were primarily deposited with banks in China (including Hong Kong and Macau SAR), UAE and U.S. As of June 30, 2020, we had US$770.9 million outstanding short-term bank loans (including the current portion of long-term bank loans), including US$460.8 million unsecured loan and US$63.6 million loans secured by accounts receivable, US$35.3 million guaranteed loan, US$14.1 million loans secured by restricted cash, US$5.6 million loans secured by inventories, US$121.6 million syndicated loan, and US$69.9 million long-term bank loans that due in one year. As of June 30, 2020, the Company was in breach of the loan covenant of the US$121.6 million syndicated loan, and the consortium of banks has the right to declare the loans be immediately due and payable. We also had US$575.5 million long-term loans (excluding the current portion), including US$1.1 million loans secured by an undated security cheque, and US$574.4 million unsecured loans. Short-term and long-term bank loans in total bear a weighted average interest rate of 5.2% per annum and do not contain any renewal terms. We have historically been able to make repayments when due.
A summary of lines of credit and the remaining line of credit as of June 30, 2020 is as below:
(in millions) | June 30, 2020 | |||||||||||||
Lines of Credit, Obtained | Remaining Available | |||||||||||||
Name of Financial Institution | Date of Approval | RMB | USD | USD | ||||||||||
Bank of China | July 28, 2017 | 194.9 | 27.5 | — | ||||||||||
Longjiang Bank | October 14, 2019 | 2,552.2 | 360.4 | — | ||||||||||
Industrial and Commercial Bank of China | March 19, 2019 | 230.0 | 32.5 | — | ||||||||||
Agricultural Bank of China | September 11, 2019 | 400.0 | 56.5 | — | ||||||||||
Postal Savings Bank of China | October 21, 2019 | 100.0 | 14.1 | — | ||||||||||
Sichuan Tianfu Bank | June 5, 2020 | 100.0 | 14.1 | 7.0 | ||||||||||
Nanchong Shuntou Development Group Co., Ltd. | January 30, 2018 | 125.0 | 17.7 | — | ||||||||||
Industrial and Commercial Bank of China (Macau) Limited | December 18, 2019 | 861.1 | 121.6 | — | ||||||||||
Nanchong Rural Commercial Bank | January 31, 2019 | 250.0 | 35.3 | — | ||||||||||
Bank of Inner Mongolia | November 7, 2019 | 40.0 | 5.7 | — | ||||||||||
Harbin Rural Commercial Bank | January 31, 2019 | 260.0 | 36.7 | — | ||||||||||
Jianxin Financial Asset Investment Co., Ltd. | March 29, 2019 | 390.0 | 55.1 | — | ||||||||||
National Bank of Umm Al Qaiwain | December 26, 2018 | 4.6 | 0.7 | — | ||||||||||
Subtotal (credit term<=1 year) | 5,507.8 | 777.9 | 7.0 | |||||||||||
Longjiang Bank | June 17, 2019 | 2,870.4 | 405.5 | — | ||||||||||
National Bank of Umm Al Qaiwain | December 26, 2018 | 7.7 | 1.1 | — | ||||||||||
Industrial and Commercial Bank of China | February 17, 2020 | 945.8 | 133.6 | — | ||||||||||
Nanchong Shuntou Development Group Co., Ltd | January 30, 2018 | 250.0 | 35.3 | — | ||||||||||
Subtotal (credit term>1 year) | 4,073.9 | 575.5 | — | |||||||||||
Total | 9,581.7 | 1,353.4 | 7.0 |
As of June 30, 2020, we have contractual obligations to pay (i) lease commitments in the amount of US$26.9 million, including US$1.4 million dues in one year; (ii) equipment acquisition and facility construction in the amount of US$292.7 million; (iii) long-term bank loan in the amount of US$751.3 million (including principals and interests).
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We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash and cash equivalents, operating cash flows and bank borrowings.
We may, however, require additional cash resources due to changes in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, or at all.
The following table sets forth a summary of our cash flows for the periods indicated.
Six-Month Period Ended June 30, | ||||||||
(in millions US$) | 2020 | 2019 | ||||||
Net cash (used in) provided by operating activities | (310.8 | ) | 92.9 | |||||
Net cash used in investing activities | (148.6 | ) | (45.0 | ) | ||||
Net cash provided by financing activities | 401.7 | 94.6 | ||||||
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash | (2.8 | ) | (2.6 | ) | ||||
Net (decrease) increase in cash, cash equivalents, and restricted cash | (60.5 | ) | 139.9 | |||||
Cash, cash equivalents, and restricted cash at the beginning of period | 228.4 | 367.0 | ||||||
Cash, cash equivalents, and restricted cash at the end of period | 167.9 | 506.9 |
Operating Activities
Net cash used in operating activities was US$310.8 million for the six-month period ended June 30, 2020, as compared to US$92.9 million provided by operating activities for the six-month period ended June 30, 2019, primarily due to (i) the decrease of approximately US$469.7 million in cash collected from our customers, (ii) the increase of US$3.7 million interest payments and (iii) the decrease of US$0.4 million in interest income received , partially offset by (vi) the decrease of approximately US$59.5 million in cash operating payments, including raw material purchases, rental and personnel costs, (v) the increase of US$6.8 million received from government grant, and (vi) the decrease of US$3.8 million in income tax payments.
Investing Activities
Net cash used in the investing activities was US$148.6 million for the six-month period ended June 30, 2020 as compared to US$45.0 million for the same period of last year, mainly due to (i) the increase of US$123.8 million purchase of time deposits, (ii) the decrease of US$7.4 million proceeds from sales of a subsidiary, and partially offset by (iii) the decrease of US$27.6 million purchase of property, plant and equipment.
Financing Activities
Net cash provided by the financing activities was US$401.7 million for the six-month period ended June 30, 2020, as compared to US$94.6 million for the same period of last year, primarily as a result of (i) the decrease of US$1,024.5 million repayments of bank borrowings, (ii) the decrease of US$64.1 million repayment of interest-free advances from related parties, (iii) the increase of US$46.2 million capital injection from noncontrolling interests, and partially offset by (iv) the decrease of the proceeds of US$761.3 million from bank borrowings, (v) the decrease of US$66.3 million proceeds of interest-free advances from related parties and (vi) the increase of US$0.1 million payments of issuance costs for syndicated loans.
As of June 30, 2020, our cash and cash equivalents, restricted cash and time deposits balance was US$290.8 million, as compared to US$228.4 million at December 31, 2019.
Days Sales Outstanding ("DSO") has increased from 72 days for the year ended December 31, 2019 to 112 days for the six-month ended June 30, 2020 as a result of slower accounts receivable collection from the domestic customers affected by the COVID-19 pandemic.
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Industry Standard Customer and Supplier Payment Terms (days) as below:
Six-month period ended June 30, 2020 | Year ended December 31, 2019 | |
Customer Payment Term | Payment in advance/up to 90 days | Payment in advance/up to 90 days |
Supplier Payment Term | Payment in advance/up to 90 days | Payment in advance/up to 90 days |
Inventory turnover days have increased from 185 days for the year ended December 31, 2019 to 310 days for the six-month ended June 30, 2020 due to decreased sales orders as a result of the COVID-19 pandemic. Turnover days of payables have increased from 21 days for the year ended December 31, 2019 to 25 days for the six-month period ended June 30, 2020.
Based on past performance and current expectations, we believe our cash and cash equivalents provided by operating activities and financing activities will satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations for at least the next 12 months.
The majority of the Company's revenues and expenses were denominated primarily in Renminbi ("RMB"), the currency of the People's Republic of China. There is no assurance that exchange rates between the RMB and the U.S. Dollar will remain stable. Inflation has not had a material impact on the Company's business.
COMMITMENTS AND CONTINGENCIES
Contractual Obligations
Our contractual obligations as of June 30, 2020 are as follows:
Contractual obligations | Total | Payment due less than 1 year | 1 – 3 years | 3-5 years | More than 5 years | |||||||||||||||
Commitments for purchase of equipment and construction in progress (2)(3)(4)(5) | 292,655,563 | 281,854,721 | 10,800,842 | — | — | |||||||||||||||
Long-term bank loans (1) | 751,324,527 | 102,431,719 | 425,348,141 | 107,681,710 | 115,862,957 | |||||||||||||||
Operating leases | 26,944,040 | 1,386,991 | 2,824,726 | 2,886,623 | 19,845,700 | |||||||||||||||
Total | 1,070,924,130 | 385,673,431 | 438,973,709 | 110,568,333 | 135,708,657 |
(1) Includes interest of US$106.0 million accrued at the interest rate under the loan agreements. For borrowings with a floating rate, the most recent rate as of June 30, 2020 was applied.
(2) Sichuan plant construction and equipment purchase
On March 8, 2013, Xinda Holding (HK) entered into an investment agreement with Shunqing Government, pursuant to which Xinda Holding (HK) will invest RMB1.8 billion in property, plant and equipment and approximately RMB0.6 billion in working capital, for the construction of Sichuan plant. As of June 30, 2020, the Company has a remaining commitment of RMB38.5 million (equivalent to US$5.5 million) mainly for facility construction.
In September 2016, Sichuan Xinda entered into equipment purchase contracts with Hailezi for a consideration of RMB17.0 million (equivalent to US$2.4 million) to purchase storage facility and testing equipment. Afterward, Sichuan Xinda cancelled two contracts with Hailezi for a consideration of RMB1.6 million(equivalent to US$0.2million). As of June 30, 2020, Sichuan Xinda has a remaining commitment of RMB9.4 million (equivalent to US$1.3 million).
On October 20, 2016, Sichuan Xinda entered into an equipment purchase agreement purchase contract with Peaceful Treasure Limited ("Peaceful") for a total consideration of RMB89.8 million (equivalent to US$12.7 million) to purchase certain production and testing equipment. As of June 30, 2020, the Company has a commitment of RMB 55.9 million (equivalent to US$7.9 million).
On November 15, 2016 and February 20, 2017, Sichuan Xinda entered into decoration contracts with Beijin Construction to perform indoor and outdoor decoration work for a consideration of RMB240.5 million (equivalent to US$34.0 million). On June 10, 2017, Sichuan Xinda entered into another decoration contract with Beijin Construction to perform ground decoration work for a consideration of RMB23.8 million (equivalent to US$3.3 million). As of June 30, 2020, the Company has a remaining commitment of RMB141.5 million (equivalent to US$20.0 million).
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Pursuant to the Nanchong Project mentioned in Note 6 (i), Sichuan Xinda entered into equipment purchase contracts with Hailezi for a consideration of RMB2,242.8 million (equivalent to US$316.8 million) to purchase production equipment and testing equipment in March 2017. By the end of June 2017, Sichuan Xinda was about to launch a system including MES, SAP, ERP and CRM which caused the equipment of original contracts with Hailezi cannot meet the production requirement. Thus the original contracts have been partially terminated with the uncancelled contract amount to be RMB18.0 million (equivalent to US$2.5 million). As of June 30, 2020, Sichuan Xinda has a remaining commitment of RMB1.9 million (equivalent to US$0.3 million).
In connection with the Nanchong Project, on June 21, 2018, Sichuan Xinda entered into another equipment purchase contracts with Hailezi to purchase production equipment and testing equipment for a consideration of RMB1.9 billion (equivalent to US$268.4 million). As of June 30, 2020, Sichuan Xinda has a remaining commitment of RMB190.0 million (equivalent to US$26.8 million).
(3) Heilongjiang plant construction and equipment purchase
In connection with the equipment purchase contracts with Hailezi signed On September 26, 2016 and February 28, 2017 and September 25, 2019 to purchase storage facility and other equipment mentioned in Note 6 (i), HLJ Xinda Group has a remaining commitment of RMB75.2 million (equivalent to US$10.6 million) as of June 30, 2020.
In connection with the HLJ Project, on June 25, 2018 and July 12, 2018, HLJ Xinda Group entered into two equipment purchase contracts with Hailezi to purchase production equipment, which will be used for 300,000 metrics tons of biological based composite material, located in Harbin, for a consideration of RMB1,906.8 million (equivalent to US$269.3 million). Pursuant to the contracts with Hailezi, HLJ Xinda Group has a remaining commitment of RMB1,366.8 million (equivalent to US$193.1 million) as of June 30, 2020.
In connection with the equipment purchase contracts with Hailezi for Qinling Road Project and Jiangnan Road Project mentioned in Note 6 (i), the Company has remaining commitments of RMB32.4 million (equivalent to US$4.6 million) and RMB142.7 million (equivalent to US$20.2 million) for Qinling Road Project and Jiangnan Road Project respectively.
(4) Dubai equipment purchase
On May 31, 2019, Dubai Xinda entered into an equipment purchase contract with Peaceful for a total consideration of US$18.8 million. As of June 30, 2020, the Company has a remaining commitment of US$1.8 million.
(5) Xinda CI (Beijing) office building decoration
On March 30, 2017, Xinda CI (Beijing) Investment Holding Co., Ltd. ("Xinda Beijing Investment") entered into a decoration contract with Beijing Fangyuan Decoration Engineering Co., Ltd. for a total consideration of RMB5.8 million (equivalent to US$0.8 million) to decorate office building. As of June 30, 2020, the Company has a remaining commitment of RMB3.8 million (equivalent to US$0.5 million).
On June 9, 2017, Xinda CI (Beijing) entered into a decoration contract with Beijing Zhonghongwufang Stone Co., Ltd for a total consideration of RMB1.2 million (equivalent to US$0.2 million) to decorate office building. As of June 30, 2020, the Company has a remaining commitment of RMB0.6 million (equivalent to US$0.1 million).
Off-Balance Sheet Arrangements
On December 25, 2018, HLJ Xinda Group, Sichuan Xinda and Mr. Jie Han provided guarantee to Shanghai Sales obtaining a one-year loan of RMB500.0 million (equivalent to US$70.6) from Longjiang Bank, Harbin Branch with an annual interest rate of 6.09% from December 25, 2018 to December 24, 2019. On December 24, 2019, the loan was extended October 23, 2020. If Shanghai Sales does not repay the above loan when due, HLJ Xinda Group, Sichuan Xinda and Mr. Jie Han shall be obliged to repay the RMB500.0 million loan. The loan was repaid early by Shanghai Sales in April 2020.
On April 15, 2019, Sichuan Xinda provided guarantee to Shanghai Sales obtaining a one-year loan of RMB800.0 million (equivalent to US$113.0 million) from Longjiang Bank, Harbin Branch with an annual interest rate of 6.09% from April 15, 2019 to April 14, 2020. If Shanghai Sales does not repay the above loan when due, Sichuan Xinda shall be obliged to repay the RMB800.0 million loan. The loan was repaid by Shanghai Sales in April 2020.
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On December 3, 2019, HLJ Xinda Group provided guarantee to Macromolecule Composite Materials obtaining a one-year loan of RMB612.2 million (equivalent to US$86.5 million) from Longjiang Bank, Harbin Branch with an annual interest rate of 6.25%. If Macromolecule Composite Materials does not repay the above loan when due, HLJ Xinda Group shall be obliged to repay the RMB612.2 million loan. The loan was repaid early by to Macromolecule Composite Materials in April 2020.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Interest Rate Risk
We are exposed to interest rate risk primarily with respect to our short-term loans, long-term bank loans, cash and cash equivalents, restricted cash and time deposits. Although the interest rates, which are based on the banks' prime rates are fixed for the terms of the loans and deposits, increase in interest rates will increase our interest expense.
A hypothetical 1.0% increase in the annual interest rate for all of our credit facilities under which we had outstanding borrowings as of June 30, 2020 would decrease income before income taxes by approximately US$6.7 million for the six-month period June 30, 2020. Management monitors the banks' prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk.
Foreign Currency Exchange Rates
The majority of our revenues are collected in and our expenses are paid in RMB. We face foreign currency rate translation risks when our results are translated to U.S. dollars.
The RMB was relatively stable against the U.S. dollar at approximately 8.28 RMB to the US$1.00 until July 21, 2005 when the Chinese currency regime was altered resulting in a 2.1% revaluation versus the U.S. dollar. From July 21, 2005 to June 30, 2010, the RMB exchange rate was no longer linked to the U.S. dollar but rather to a basket of currencies with a 0.3% margin of fluctuation resulting in further appreciation of the RMB against the U.S. dollar. Since June 30, 2009, the exchange rate had remained stable at 6.8307 RMB to 1.00 U.S. dollar until June 30, 2010 when the People's Bank of China allowed a further appreciation of the RMB by 0.43% to 6.798 RMB to 1.00 U.S. dollar. The People's Bank of China allowed the RMB and U.S. dollar exchange rate to fluctuate within 1% on April 16, 2012 and 2% on March 17, 2014, respectively. On June 30, 2020, the RMB traded at 7.0795 RMB to 1.00 U.S. dollar.
There remains international pressure on the Chinese government to adopt an even more flexible currency policy and the exchange rate of RMB is subject to changes in China's government policies which are, to a large extent, dependent on the economic and political development both internationally and locally and the demand and supply of RMB in the domestic market. There can be no assurance that such exchange rate will continue to remain stable in the future amongst the volatility of currencies, globalization and the unstable economies in recent years. Since (i) our revenues and net income of our PRC operating entities are denominated in RMB, and (ii) the payment of dividends, if any, will be in U.S. dollars, any decrease in the value of RMB against U.S. dollars would adversely affect the value of the shares and dividends payable to shareholders, in U.S. dollars.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company's management has evaluated, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operations of the Company's disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e)), as of the end of the period covered by this report. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective because of material weakness in our internal control over financial reporting as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Notwithstanding management's assessment that our internal control over financial reporting was ineffective as of June 30, 2020. We believe that our unaudited condensed consolidated financial statements included in this Quarterly Report present fairly our financial position, results of operations and cash flows for the six months ended June 30, 2020 in all material respects.
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(b) Changes in internal controls.
During the six months ended June 30, 2020, our efforts to improve our internal controls over financial reporting (1) adopting procedures to evaluate and assess performance of directors, officers and employees of the Company, (2) internal meetings, discussions, trainings and seminars periodically to review and improve our internal control procedures. We plan to improve on the above-referenced weakness by the end of the fiscal year ending December 31, 2020.
Other than the foregoing, there has been no other changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our six-month period ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Four lawsuits by purported shareholders have been filed against the Company and members of the Company’s Board of Directors in connection with the proposed transaction contemplated by an agreement and plan of merger, dated June 15, 2020, by and among, the Company, Faith Dawn Limited and Faith Horizon Inc., including (i) Sears v. China XD Plastics Company Limited, et al., Case No. 1:20-cv-05156-AT, a putative class action filed on or about July 7, 2020, in the United States District Court for the Southern District of New York, (ii) Post v. China XD Plastics Company Limited, et al., Case No. 1:20-cv-00926-UNA, a putative class action filed on or about July 8, 2020, in the United States District Court for the District of Delaware, which also names the buyers as defendants, (iii) Goebert v. China XD Plastics Company Limited, et al., Case No. 1:20-cv-05312, filed on or about July 10, 2020, in the United States District Court for the Southern District of New York, and (iv) Kothari v. China XD Plastics Company Limited, et al., Case No. 2:20-cv-01330-APG-BNW, a putative class action filed on or about July 17, 2020, in the United States District Court for the District of Nevada. These complaints challenge the proposed transaction and allege, among other things, that the Company and the Company’s Board of Directors failed to disclose material information in connection with the proposed transaction in the preliminary proxy statement in violation of United States securities laws. Sears v. China XD Plastics Company Limited, et al. also alleges that the Company's Board of Directors breached its fiduciary duties by approving the terms of the proposed transaction and by approving a materially deficient preliminary proxy statement, and that the Company aided and abetted the Company’s Board of Directors’ alleged breaches of fiduciary duties. The complaints seek relief including injunctive relief, rescission of the merger or rescissory damages, other unspecified damages, and an award of attorneys’ fees and expenses. The Company has reviewed the allegations contained in the complaints, believes they are without merit, and intends to defend these actions vigorously. Given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot reasonably estimate the outcomes or range of loss that may result from these actions.
Item 1A. Risk Factors
"Part I. Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 includes a detailed discussion of risks and uncertainties which could adversely affect our future results. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially affect our operations. The risks, uncertainties and other factors set forth in our Annual Report on Form 10-K may cause our actual results, performances and achievements to be materially different from those expressed or implied by our forward-looking statements. If any of these risks or events occurs, our business, financial condition or results of operations may be adversely affected. During the six-months ended June 30, 2020, there have been no material changes to the Risk Factors disclosed in “Part I Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
China XD Plastics Company Limited | ||
Date: August 14, 2020 | By: | /s/ Jie Han |
Name: Jie Han | ||
Title: Chief Executive Officer (Principal Executive Officer) |
Date: August 14, 2020 | By: | /s/ Taylor Zhang |
Name: Taylor Zhang | ||
Title: Chief Financial Officer (Principal Financial Officer)
|
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