2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2013 |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Basis of Presentation |
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The consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
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The consolidated interim financial information as of June 30, 2013, and for the six and three months ended June 30, 2013 and 2012, were prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP are not included. The interim consolidated financial information should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, previously filed with the SEC. |
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In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2013, its consolidated results of operations and cash flows for the six and three months ended June 30, 2013 and 2012, as applicable, were made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods. |
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Principles of Consolidation |
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The accompanying consolidated financial statements include the accounts of SmartHeat’s U.S. parent, Taiyu, SanDeKe, SmartHeat Siping, Jinhui, SmartHeat Investment, SmartHeat Shenyang Energy, SmartHeat Trading, Ruicheng, SmartHeat Germany and SmartHeat Shenyang Heat Pump, which are collectively referred to as the “Company.” All significant intercompany accounts and transactions were eliminated in consolidation. |
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Equity Method Investee |
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In April 2012, the Company invested $722,700 to establish XinRui. The Company owns 46% of XinRui and accounts for this investment under the equity method of accounting (ASC 323-30). The Company recorded its investment at original cost. This investment will increase with income and decrease for dividends and losses that accrue to the Company. |
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Use of Estimates |
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In preparing the financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates. |
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Cash and Equivalents |
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For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2013, and December 31, 2012, the Company maintained restricted cash deposit in several bank accounts for the purpose described below. |
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| | 2013 | | | 2012 | | | | | | | | | |
| | (In millions) | | | | | | | | | |
Support of performance guarantee | | $ | 0.81 | | | $ | 0.62 | | | | | | | | | |
Support of bank acceptance | | | 0.49 | | | | 0.37 | | | | | | | | | |
Total restricted cash - current | | | 1.3 | | | | 0.99 | | | | | | | | | |
Performance guarantee -- noncurrent | | $ | 0.14 | | | $ | 0.04 | | | | | | | | | |
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The following table presents in U.S. dollars (“USD”) the amount of cash and equivalents held by the Company as of June 30, 2013 and December 31, 2012, based on the jurisdiction of deposit. The Company’s U.S. parent holds cash and equivalents in U.S. bank accounts denominated in USD. |
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| | United States | | | China | | | Germany | | | Total | |
30-Jun-13 | | $ | 265,567 | | | $ | 7,924,932 | | | $ | 2,144,688 | | | $ | 10,335,187 | |
31-Dec-12 | | $ | 82,479 | | | $ | 15,311,830 | | | $ | 2,941,854 | | | $ | 18,336,163 | |
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Accounts and Retentions Receivable |
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The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Based on historical collection activity, the Company had allowances of $35.2 million and $28.20 million at June 30, 2013 and December 31, 2012, respectively. |
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At June 30, 2013, and December 31, 2012, the Company had retentions receivable from customers for product quality assurance of $4.21 and $4.23 million, respectively. The retention rate varies from 5% to 20% of the sales price with variable terms from 3 to 24 months depending on the shipping date, and for PHE Units, the customer acceptance date, of the products and the number of heating seasons that the warranty period covers. |
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Accounts receivable is net of unearned interest of $12,748 and $12,532 at June 30, 2013, and December 31, 2012, respectively. Unearned interest is imputed interest on accounts receivable with due dates over 1 year from the invoice date discounted at the Company’s borrowing rate of 6.15% at December 31, 2012. |
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Bad Debt Allowance |
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The Company records approximately 50% of accounts receivable aged over 180 days from the payment due date and 100% accounts receivable aged over 360 days from the payment due date as bad debt allowance. Management of the Company’s subsidiaries further analyzes each individual customer for which it was taken a bad debt allowance to further assess the likelihood of collectability. Customers which are either state-owned or have a history of support from the state, or larger companies with long operating histories, that management of the Company’s subsidiaries believe the chance of non-payment will be remote, are excluded for the purpose of calculating bad debt allowance. |
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Advance to Suppliers |
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The Company makes advances to certain vendors to purchase raw material and equipment for production. The advances are interest-free and unsecured. |
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Inventories |
Inventories are valued at the lower of cost or market, with cost determined on a moving weighted-average basis. The difference is recorded as a cost of goods sold, if the current market value is lower than their historical cost. In addition, the Company makes an inventory impairment provision at each period end for inventory held over 360 days. Cost of work in progress and finished goods comprises direct material, direct labor and an allocated portion of production overheads. |
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Certain raw materials, such as stainless steel products, plates, shims, gaskets, and pump valves, require longer than normal procurement periods, or “lead times,” with some procurement periods running longer than six months. To guarantee availability of raw materials for production and sales, the Company’s subsidiaries, based on historical sale patterns, estimate and purchase material for the upcoming period. |
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Property and Equipment |
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Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method with a 10% salvage value and estimated lives as follows: |
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Buildings | 20 years | | | | | | | | | | | | | | | |
Vehicles | 5 years | | | | | | | | | | | | | | | |
Office equipment | 5 years | | | | | | | | | | | | | | | |
Production equipment | 5-10 years | | | | | | | | | | | | | | | |
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Land Use Rights |
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Right to use land is stated at cost less accumulated amortization. Amortization is provided using the straight-line method over 50 years. |
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Warranties |
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The Company offers to all customers standard warranties on its products for one or two heating seasons depending on the terms negotiated. The Company accrues for warranty costs based on estimates of the costs that may be incurred under its warranty obligations. The warranty expense and related accrual is included in the Company’s selling expenses and other payables respectively, and is recorded when revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, its estimates of anticipated rates of warranty claims, costs per claim and estimated support labor costs and the associated overhead. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. |
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Activity in the Company’s warranty reserve from January 1, 2012, to June 30, 2013, is as follows: |
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| | 2013 | | | 2012 | | | | | | | | | |
Beginning balance | | $ | 517,076 | | | $ | 515,812 | | | | | | | | | |
Provisions | | | 102,030 | | | | 377,583 | | | | | | | | | |
Actual costs incurred | | | (94,086 | ) | | | (377,583 | ) | | | | | | | | |
Due to exchange rate | | | - | | | | 1,264 | | | | | | | | | |
Ending balance in current liabilities (Note 13) | | $ | 525,020 | | | $ | 517,076 | | | | | | | | | |
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Research and Development Costs |
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Research and development (“R&D”) costs are expensed as incurred and included in general and administrative expenses. These costs primarily consist of cost of materials used, salaries paid for the Company’s development department and fees paid to third parties. R&D costs for the six months ended June 30, 2013 and 2012, were $238,053 and $114,890, respectively. R&D costs for the three months ended June 30, 2013 and 2012, were $115,616 and $63,956, respectively. |
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Revenue Recognition |
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The Company’s revenue recognition policies comply with SEC Staff Accounting Bulletin (“SAB”) 104 (codified in FASB ASC Topic 605). Sales revenue is recognized when PHEs, heat meters and heat pumps are delivered, and for PHE Units when customer acceptance occurs, the price is fixed or determinable, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition met are recorded as unearned revenue under “Advance from customers.” |
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The Company’s sales generally provide for 30% of the purchase price on placement of an order, 30% on delivery, 30% upon installation and acceptance of the equipment after customer testing and 10% no later than the termination of the standard warranty period, which ranges from 3 to 24 months from the acceptance date. |
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Due to the slowdown of the Chinese economy and tightened monetary policy, and to attract and retain customers, the Company’s subsidiaries adjusted their contract and payment terms to permit more flexible and longer payment terms. |
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Sales revenue is the invoiced value of goods, net of value-added tax (“VAT”). All of the Company’s products sold in the PRC are subject to a VAT of 17% of gross sales price. This VAT may be offset by the VAT paid by the Company on raw materials and other materials purchased in China and included in the cost of producing the Company’s finished product. The Company recorded VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. SmartHeat Germany, the Company’s German subsidiary, is subject to 19% VAT. |
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Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government. VAT taxes are not affected by the income tax holiday. |
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Sales returns and allowances were $0 for six and three months ended June 30, 2013 and 2012. The Company does not provide a right of return, price protection or any other concessions to its customers. |
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The Company provides a standard warranty to all customers, which is not considered an additional service; rather, an integral part of the product’s sale. The Company believes the existence of its standard product warranty in a sales contract does not constitute a deliverable in the arrangement and thus there is no need to apply the EITF 00-21 (codified in FASB ASC Topic 605-25) separation and allocation model for a multiple deliverable arrangement. SFAS 5 (codified in FASB ASC Topic 450) specifically addresses the accounting for standard warranties and neither SAB 104 nor EITF 00-21 supersedes SFAS 5. The Company believes that accounting for its standard warranty pursuant to SFAS 5 does not impact revenue recognition because the cost of honoring the warranty can be reliably estimated. |
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The Company charges for after-sales services provided after the expiration of the warranty period, with after-sales services mainly consisting of cleaning PHEs and repairing and exchanging parts. The Company recognizes such revenue when the service is provided. For the six months ended June 30, 2013 and 2012, revenue from after-sales services after the expiration of the warranty period was $129,406 and $110,672, respectively. For the three months ended June 30, 2013 and 2012, revenue from after-sales services after the expiration of the warranty period was $47,776 and $(65,228), respectively, which was recorded in other income. |
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Cost of Goods Sold |
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Cost of goods sold (“COGS”) consists primarily of material costs and direct labor and manufacturing overhead that are directly attributable to the products. Write-down of inventories to the lower of cost or market is also recorded in COGS. Company also records inventory reserve for inventories aging over 360 days to COGS. |
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Advance from Customers |
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The Company records payments received from customers in advance of their orders to advance account. These orders normally are delivered within a reasonable period of time based upon contract terms and customer demand. |
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Statement of Cash Flows |
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In accordance with SFAS No. 95, “Statement of Cash Flows,” codified in FASB ASC Topic 230, cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts shown on the statement of cash flows may not necessarily agree with changes in the corresponding asset and liability on the balance sheet. |
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Basic and Diluted Earnings (Loss) per Share (EPS) |
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Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similarly, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted EPS are based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to have been exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. |
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Basic and diluted shares outstanding are the same for the six and three months ended June 30, 2013, and same for the six and three months ended June 30, 2012, because the common stock equivalent of the convertible securities outstanding, consisting of unexercised warrants issued to investors and options issued to the Company’s directors and an officer, are anti-dilutive and, accordingly, were excluded from the computation of diluted earnings (loss) per share. At June 30, 2013 and December 31, 2012, options to purchase 3,500 shares of common stock were outstanding, 3,500 shares of common stock were exercisable. |
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Foreign Currency Translation and Comprehensive Income (Loss) |
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The accounts of the U.S. parent company are maintained in USD. The functional currency of the Company’s China subsidiaries is the Chinese Yuan Renminbi (“RMB”) and the functional currency of SmartHeat Germany, the Company’s subsidiary in Germany, is the Euro (“EUR”). The accounts of the China subsidiaries and German subsidiary were translated into USD in accordance with SFAS No. 52, “Foreign Currency Translation” (codified in FASB ASC Topic 830). According to SFAS No. 52, all assets and liabilities were translated at the exchange rate on the balance sheet date, stockholders’ equity was translated at the historical rates and statement of operations items were translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive Income” (codified in FASB ASC Topic 220). |
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The RMB to USD exchange rates and EUR to USD exchange rates in effect as of June 30, 2013 and December 31, 2012, and the average exchange rates for the six months ended June 30, 2013 and 2012 are as following. The exchange rates used in translation from RMB to USD were published by State Administration of Foreign Exchange of the People’s Republic of China (“SAFE”). The exchange rates used in translation from EUR to USD were published by OANDA Rates. |
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| | Average Exchange Rate | | | Balance Sheet Date | |
| | For the Six Months Ended | | | Exchange Rate | |
| | 6/30/13 | | | 6/30/12 | | | 6/30/13 | | | 12/31/12 | |
RMB - USD | | | 6.2413 | | | | 6.3074 | | | | 6.1787 | | | | 6.2855 | |
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EUR - USD | | | 0.7616 | | | | 0.7706 | | | | 0.7688 | | | | 0.7777 | |
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Segment Reporting pending |
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FASB ASC Topic 280, Disclosures about Segments of an Enterprise and Related Information, requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. |
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The Company has two operating segments: 1) plate heating equipment, meters and related products; and 2) heat pumps and related products. These operating segments were determined based on the nature of the products offered. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company's chief executive officer and acting chief accountant were identified as the chief operating decision makers. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability, cash flows, and other measurement factors of each respective segment. Historically they were not segmented because the heat pump business was relatively small compared to the plate heating business and both businesses reported to the same executives; however, the Company’s Board and senior management determined that it is useful and efficient to analyze and manage these businesses separately starting from 2013. |
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The Company evaluates performance based on several factors, of which the primary financial measure is business segment income before taxes. The following table shows the operations of the Company's reportable segments for the six months ended June 30, 2013 and 2012, and as of June 30, 2013 and December 31, 2012, respectively. |
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| | Six Months Ended June 30, | | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | | |
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Revenue from unaffiliated customers | | | | | | | | | | | | | | |
Plate heating, meters and related | | $ | 11,808,874 | | | $ | 9,798,089 | | | | | | | | | |
Heat pumps and related | | | 2,082,549 | | | | 1,930,757 | | | | | | | | | |
Consolidated | | $ | 13,891,423 | | | $ | 11,728,846 | | | | | | | | | |
Operating loss: | | | | | | | | | | | | | | | | |
Plate heating, meters and related | | $ | (19,942,874 | ) | | $ | (13,757,961 | ) | | | | | | | | |
Heat pumps and related | | | (1,866,988 | ) | | | (2,524,301 | ) | | | | | | | | |
Corporation | | | (442,683 | ) | | | (455,411 | ) | | | | | | | | |
Consolidated | | $ | (22,252,549 | ) | | $ | (16,737,673 | ) | | | | | | | | |
Net loss from continuing operations before non-controlling interest: | | | | | | | | | | | | | | | | |
Plate heating, meters and related | | $ | (20,406,465 | ) | | $ | (13,325,346 | ) | | | | | | | | |
Heat pumps and related | | | (1,433,574 | ) | | | (2,465,514 | ) | | | | | | | | |
Corporation | | | (484,359 | ) | | | (509,238 | ) | | | | | | | | |
Consolidated | | $ | (22,324,398 | ) | | $ | (16,300,098 | ) | | | | | | | | |
Depreciation and amortization: | | | | | | | | | | | | | | | | |
Plate heating, meters and related | | $ | 771,634 | | | $ | 761,402 | | | | | | | | | |
Heat pumps and related | | | 234,432 | | | | 180,867 | | | | | | | | | |
Corporation | | | 65,381 | | | | - | | | | | | | | | |
Consolidated | | $ | 1,071,447 | | | $ | 942,269 | | | | | | | | | |
Total assets: | | | | | | | | | | | | | | | | |
Plate heating, meters and related | | $ | 133,384,759 | | | $ | 152,830,853 | | | | | | | | | |
Heat pumps and related | | | 14,480,873 | | | | 14,340,054 | | | | | | | | | |
Corporation | | | 4,189,018 | | | | 4,031,567 | | | | | | | | | |
Inter-company elimination | | | (15,889,932 | ) | | | (14,732,187 | ) | | | | | | | | |
Consolidated | | $ | 136,164,718 | | | $ | 156,470,287 | | | | | | | | | |
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The following table shows the operations of the Company's reportable segments for the three months ended June 30, 2013 and 2012, respectively. |
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| | Three Months Ended June 30, | | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | | |
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Revenue from unaffiliated customers | | | | | | | | | | | | | | |
Plate heating, meters and related | | $ | 6,137,081 | | | $ | 4,059,446 | | | | | | | | | |
Heat pumps and related | | | 1,585,911 | | | | 923,002 | | | | | | | | | |
Consolidated | | $ | 7,722,992 | | | $ | 4,982,448 | | | | | | | | | |
Operating loss: | | | | | | | | | | | | | | | | |
Plate heating, meters and related | | $ | (8,528,664 | ) | | $ | (7,526,391 | ) | | | | | | | | |
Heat pumps and related | | | (641,294 | ) | | | (1,157,874 | ) | | | | | | | | |
Corporation | | | (269,493 | ) | | | (178,002 | ) | | | | | | | | |
Consolidated | | $ | (9,439,451 | ) | | $ | (8,862,267 | ) | | | | | | | | |
Net loss from continuing operations before non-controlling: | | | | | | | | | | | | | | | | |
Plate heating, meters and related | | $ | (8,806,823 | ) | | $ | (7,982,421 | ) | | | | | | | | |
Heat pumps and related | | | (379,331 | ) | | | (1,096,201 | ) | | | | | | | | |
Corporation | | | (269,628 | ) | | | (231,221 | ) | | | | | | | | |
Consolidated | | $ | (9,455,782 | ) | | $ | (9,309,843 | | | | | | | | | |
Depreciation and amortization: | | | | | | | | | | | | | | | | |
Plate heating, meters and related | | $ | 388,967 | | | $ | 386,534 | | | | | | | | | |
Heat pumps and related | | | 111,451 | | | | 87,902 | | | | | | | | | |
Corporation | | | 47,236 | | | | - | | | | | | | | | |
Consolidated | | $ | 547,654 | | | $ | 474,436 | | | | | | | | | |
Total assets: | | | | | | | | | | | | | | | | |
Plate heating, meters and related | | $ | - | | | $ | - | | | | | | | | | |
Heat pumps and related | | | - | | | | - | | | | | | | | | |
Corporation | | | - | | | | - | | | | | | | | | |
Inter-company elimination | | | - | | | | - | | | | | | | | | |
Consolidated | | $ | - | | | $ | - | | | | | | | | | |
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New Accounting Pronouncements |
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In February 2013, the FASB issued ASU 2013-2, Comprehensive Income (ASC Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, the new ASU requires entities to disclose in a single location (either on the face of the financial statement that reports net income or in the notes) the effects of reclassifications out of accumulated other comprehensive income (AOCI). For items reclassified out of AOCI and into net income in their entirety, entities must disclose the effect of the reclassification on each affected net income item. For AOCI reclassification items that are not reclassified in their entirety into net income, entities must provide a cross-reference to other required U.S. GAAP disclosures. There is no change in the requirement to present the components of net income and other comprehensive income in either a single continuous statement or two separate consecutive statements. The ASU does not change the items currently reported in other comprehensive income. |
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For public entities, the new disclosure requirements are effective for annual reporting periods beginning after December 15, 2012, and interim periods within those years (i.e., the first quarter of 2013 for entities with calendar year-ends). The ASU applies prospectively, and early adoption is permitted. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. |
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As of June 30, 2013, there is no recently issued accounting standards not yet adopted that would have a material effect on the Company’s consolidated financial statements. |
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