Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 |
Summary of Significant Accounting Policies [Abstract] | ' |
Basis of Accounting and Presentation | ' |
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Basis of Accounting and Presentation |
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The accompanying consolidated financial statements have been prepared on the accrual basis of accounting. The consolidated financial statements as of and for the three and six months ended June 30, 2014 and 2013 include Wonhe High-Tech, World Win, Kuayu, Shengshihe Consulting and its VIE, Shenzhen Wonhe. All significant intercompany accounts and transactions have been eliminated in consolidation. |
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The unaudited interim consolidated financial statements of the Company as of June 30, 2014 and for the three and six months ended June 30, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC which apply to interim financial statements. |
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Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. The interim consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2013, previously filed with the SEC. In the opinion of management, the interim information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2014. |
Variable Interest Entity | ' |
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| ASSETS | | June 30, | | | December 31, | | | | | |
2014 | 2013 | | | | |
| | | (Unaudited, | | | (In U.S. $) | | | | | |
In U.S. $) | | | | |
| Current assets: | | | | | | | | | | | | |
| Cash | | $ | 34,458,943 | | | $ | 35,007,670 | | | | | |
| Inventory | | | 152,257 | | | | 165,407 | | | | | |
| Prepaid expenses | | | 29,682 | | | | 65,616 | | | | | |
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| Total current assets | | | 34,640,882 | | | | 35,238,693 | | | | | |
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| Fixed assets | | | 486,217 | | | | 489,810 | | | | | |
| Less: accumulated depreciation | | | (248,427 | ) | | | (209,301 | ) | | | | |
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| Fixed assets, net | | | 237,790 | | | | 280,509 | | | | | |
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| Other assets: | | | | | | | | | | | | |
| Intangible assets | | | 12,992 | | | | 17,451 | | | | | |
| Other assets – principally security deposits | | | 27,206 | | | | 27,343 | | | | | |
| Prepaid income taxes | | | 2,615,795 | | | | 2,635,124 | | | | | |
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| Total other assets | | | 2,655,993 | | | | 2,679,918 | | | | | |
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| TOTAL ASSETS | | $ | 37,534,665 | | | $ | 38,199,120 | | | | | |
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| LIABILITIES | | | | | | | | |
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| Current liabilities: | | | | | | | | |
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| Payable to WFOE(1) | | $ | 19,191,267 | | | $ | 19,191,267 | | | | | |
| Due to Wonhe High-Tech International, Inc.(2) | | | 9,876,518 | | | | 9,949,498 | | | | | |
| Accounts payable | | | 14,610 | | | | 14,717 | | | | | |
| Payroll payable | | | 19,230 | | | | 20,123 | | | | | |
| Taxes payable | | | 418 | | | | 561 | | | | | |
| Accrued expenses and other payables | | | 177,396 | | | | 178,740 | | | | | |
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| Total current liabilities | | | 29,279,439 | | | | 29,354,906 | | | | | |
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| TOTAL LIABILITIES | | $ | 29,279,439 | | | $ | 29,354,906 | | | | | |
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| -1 | Payable to WFOE represents amounts due to Shengshihe Consulting under the Exclusive Technical Service and Business Consulting Agreement for consulting services provided to Shenzhen Wonhe in exchange for 95% of Shenzhen Wonhe’s net income and monthly payments of RMB 50,000 (approximately US$8,140). The monthly payments have been paid in full as of June 30, 2014. | | | | | | | | | | | |
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| -2 | Payable for issuance of common stock represents cash received by Shenzhen Wonhe for the sale of 14,480,000 common shares issued by Wonhe High-Tech International, Inc. on May 2, 2013 at $0.68 each (total approximately US$9,800,000). | | | | | | | | | | | |
Use of Estimates | ' |
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Use of Estimates |
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The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Foreign Currency Translations | ' |
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Foreign Currency Translation |
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Almost all of the Company’s assets are located in the PRC. The functional currency for the majority of the operations is the Renminbi (“RMB”). For Kuayu, the functional currency for the majority of its operations is the Hong Kong Dollar (“HKD”). The Company uses the US Dollar for financial reporting purposes. The unaudited consolidated financial statements of the Company have been translated into US dollars in accordance with FASB ASC 830, “Foreign Currency Matters.” |
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All asset and liability accounts have been translated using the exchange rate in effect at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transactions occurred. Statements of operations and other comprehensive income amounts have been translated using the average exchange rate for the periods presented. Adjustments resulting from the translation of the Company’s consolidated financial statements are recorded as other comprehensive income (loss). |
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The exchange rates used to translate amounts in RMB into US dollars for the purposes of preparing the consolidated financial statements are as follows: |
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| | | June 30, | | | December 31, | | | June 30, | |
2014 | 2013 | 2013 |
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| Balance sheet items, except for stockholders’ equity, as of period end | | | 0.1624 | | | | 0.1636 | | | | N/A | |
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| Amounts included in the statements of operations, statements of changes in stockholders’ equity and statements of cash flows | | | 0.1628 | | | | N/A | | | | 0.1601 | |
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For the three months ended June 30, 2014 and 2013, foreign currency translation adjustments of $45,748 and $234,257, respectively; for the six months ended June 30, 2014 and 2013, foreign currency translation adjustments of $(277,851) and $318,577, respectively, have been reported as other comprehensive income (loss). Other comprehensive income of the Company consists entirely of foreign currency translation adjustments. Pursuant to ASC 740-30-25-17, “Exceptions to Comprehensive Recognition of Deferred Income Taxes,” the Company does not recognize deferred U.S. taxes related to the undistributed earnings of its foreign subsidiaries and, accordingly, recognizes no income tax expense or benefit from foreign currency translation adjustments. |
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Although government regulations now allow convertibility of the RMB for current account transactions, significant restrictions still remain. Hence, such translations should not be construed as representations that the RMB could be converted into US dollars at that rate or any other rate. |
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The value of the RMB against the US dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of the RMB may materially affect the Company’s financial condition in terms of US dollar reporting. |
Revenue and Cost Recognition | ' |
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Revenue and Cost Recognition |
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The Company receives revenue from sales of electronic products. The Company’s revenue recognition policies are in compliance with SEC Staff Accounting Bulletin (“SAB”) 104 (codified in FASB ASC Topic 605). Sales revenue is recognized when the products are delivered and when customer acceptance occurs, the price is fixed or determinable, no other significant obligations of the Company exist and collectability is reasonably assured. Finished goods are delivered from outsourced manufacturers to the Company. Revenue is recognized when the title to the products has been passed to customers, which is the date the products are picked up by the customers at the Company’s location or delivered to the designated locations by Company employees and accepted by the customers and the previously discussed requirements are met. The customers’ acceptance occurs upon inspection at the time of pickup or delivery by signing an acceptance form. The Company does not provide the customers with the right of return. A 36-month warranty is offered to customers for exchange or repair of defective products, the cost of which is substantially covered by the outsourced manufacturers’ warranty policies as specified in the contract between the Company and outsourced manufacturers. As a result, the Company does not recognize a warranty liability. Payments received before all of the relevant criteria for revenue recognition are met are recorded as advances from customers. |
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The Company follows the guidance set forth by FASB ASC 605-45-45 to assess whether the Company acts as the principal or agent in the transaction. The determination involves judgment and is based on an evaluation of whether the Company has the substantial risks and rewards of ownership under the terms of arrangement. Based on the assessment, the Company determined it acts as principal in the transaction and reports revenues on the gross basis. |
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FASB ASC 605-45-45 sets forth eight criteria that support reporting recognition of gross revenue (i.e. principal sales) and three that support reporting net revenue (i.e. agent sales). As applied to the relationship between the Company and its manufacturers, seven of the criteria that support reporting gross revenue are satisfied: |
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| · | Shenzhen Wonhe is the primary obligor in each sale, as it is responsible for fulfillment of customer orders, including the acceptability of the products purchased by the customer. | | | | | | | | | | | |
| · | Shenzhen Wonhe has general inventory risk, as it takes title to a product before that product is ordered by or delivered to a customer. | | | | | | | | | | | |
| · | Shenzhen Wonhe establishes its own pricing for its products. | | | | | | | | | | | |
| · | Shenzhen Wonhe has discretion in supplier selection. | | | | | | | | | | | |
| · | Shenzhen Wonhe designed the Home Media Center Model 660 (the “HMC660”) and is responsible for all of its specifications. | | | | | | | | | | | |
| · | Shenzhen Wonhe has physical inventory loss risk until the product is delivered to the customer. | | | | | | | | | | | |
| · | Shenzhen Wonhe has full credit risk for amounts billed to its customers. | | | | | | | | | | | |
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The only criterion supporting recognition of gross revenue that is not satisfied by the relationship between the Company and its manufacturers is: entity changes the product or performs part of the service. Moreover, none of the three criteria supporting recognition of net revenue is present in the Company’s sales transactions. For this reason, the Company records gross revenue with respect to sales by Shenzhen Wonhe. |
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During the last quarter of 2013, the Company discontinued the production of HMC660 pending the introduction of a second generation HMC660, which is being developed in order to meet government purchasing standards in additional provinces, and thus allow the expansion of the market for the second generation HMC660. There were no sales during the three and six months ended June 30, 2014. |
Fair Value of Financial Instruments | ' |
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Fair Value of Financial Instruments |
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FASB ASC 820, “Fair Value Measurement,” defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. |
Advertising Costs | ' |
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Advertising Costs |
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Advertising costs are paid to an advertising agency for market analysis and strategic planning and are charged to operations when incurred. Advertising costs were $32,200 and $96,473 for the three months ended June 30, 2014 and 2013, respectively; and $130,240 and $162,109 for the six months ended June 30, 2014 and 2013, respectively. |
Research and Development Costs | ' |
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Research and Development Costs |
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The Company develops software to be marketed as part of its products, and that is not for internal use. The software is essential to the functionality of the Company’s tangible products. Therefore, the Company accounts for research and development costs incurred in development of its software in accordance with FASB ASC 985-20. |
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Research and development costs are charged to operations when incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Therefore, costs incurred subsequent to achievement of technological feasibility are usually not significant, and generally most software development costs have been expensed as incurred. Research and development costs were $23,569 and $36,046 for the three months ended June 30, 2014 and 2013, respectively; $47,280 and $96,334 for the six months ended June 30, 2014 and 2013, respectively. |
Cash and Cash Equivalents | ' |
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Cash and Cash Equivalents |
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The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Inventory | ' |
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Inventory |
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Inventory, comprised principally of computer components, is valued at the lower of cost or market value. The value of inventories is determined using the first-in, first-out method. |
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The Company estimates an inventory allowance for estimated unmarketable inventories. Inventory amounts are reported net of such allowances. The allowance for slow-moving and obsolete inventory was $181,195 and $182,534 for computer components as of June 30, 2014 and December 31, 2013. |
Prepaid Expenses | ' |
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Prepaid Expenses |
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Prepaid expenses primarily consist of the advanced payments for advertising and software development. As of June 30, 2014 and December 31, 2013, prepaid expenses were $13,735 and $65,616, respectively. |
Fixed Assets and Depreciation | ' |
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Fixed Assets and Depreciation |
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Fixed assets are recorded at cost, less accumulated depreciation. Cost includes the price paid to acquire the asset, and any expenditure that substantially increases the asset’s value or extends the useful life of an existing asset. Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful lives of the improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the periods benefited. Maintenance and repairs are generally expensed as incurred. |
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The estimated useful lives for fixed asset categories are as follows: |
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| Office equipment | | 5 years | | | | | | | | | | |
| Motor vehicles | | 5 years | | | | | | | | | | |
| Leasehold improvements | | Shorter of the length of lease or life of the improvements | | | | | | | | | | |
Impairment of Long-lived Assets | ' |
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Impairment of Long-lived Assets |
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The Company applies FASB ASC 360, “Property, Plant and Equipment,” which addresses the financial accounting and reporting for the recognition and measurement of impairment losses for long-lived assets. In accordance with ASC 360, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company may recognize the impairment of long-lived assets in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to those assets. No impairment of long-lived assets was recognized for the periods presented. |
Statutory Reserve Fund | ' |
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Statutory Reserve Fund |
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Pursuant to corporate law of the PRC, Shengshihe Consulting and VIE are required to transfer 10% of their net income, as determined under PRC accounting rules and regulations, to a statutory reserve fund until such reserve balance reaches 50% of their registered capital. The statutory reserve fund is non-distributable other than during liquidation and can be used to fund prior years’ losses, if any, and may be utilized for business expansion or used to increase registered capital, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital. As of June 30, 2014, $1,839,547 had been transferred from retained earnings to the statutory reserve fund. |
Income Taxes | ' |
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Income Taxes |
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The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. As of June 30, 2014, the deferred tax asset was $52,677, recognized for net operating loss carryforwards of Shenzhen Wonhe. A full valuation allowance against this deferred tax asset was established due to the uncertainty in realizing its benefits. |
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ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with these tax positions. As of June 30, 2014 and December 31, 2013, the Company did not record any liabilities for unrecognized tax benefits. |
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The income tax laws of various jurisdictions in which the Company and its subsidiaries operate are summarized as follows: |
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United States |
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The Company is subject to United States tax at graduated rates from 15% to 35%. No provision for income tax in the United States has been made as the Company had no U.S. taxable income for the three and six months ended June 30, 2014 and 2013. |
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PRC |
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Shenzhen Wonhe and Shengshihe Consulting are subject to an Enterprise Income Tax at 25% and file their own tax returns. Consolidated tax returns are not permitted in China. On July 23, 2012, the National Tax Bureau, Shenzhen Nanshan Branch declared that Shenzhen Wonhe is qualified for the preferential tax treatment afforded by the PRC to enterprises engaged in the development of software or integrated circuits. As a result, starting from its first profitable year, Shenzhen Wonhe is entitled to a two-year exemption from the Enterprise Income Tax followed by a 50% exemption in the third year commencing January 1, 2014. The tax regulations require that the enterprise pay income tax until its eligibility for the exemption is determined - i.e. until the local tax bureau determines that the enterprise has recorded its first profitable year. Payments were made of approximately $2,600,000 (RMB 16,107,000) based upon 2012 income while the local tax bureau reviewed the Company’s financial results. The National Tax Bureau determined that the Company had realized a profit in 2012. Since the Company has now been declared exempt from tax with respect to 2012, the payments will be applied to future income taxes due. The payments have been reflected as prepaid income taxes on the balance sheet as of June 30, 2014 and December 31, 2013. |
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BVI |
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World Win is incorporated in the BVI and is governed by the income tax laws of the BVI. According to current BVI income tax law, the applicable income tax rate for the Company is 0%. |
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Hong Kong |
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Kuayu International is incorporated in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is not subject to tax on non Hong Kong source income. |
Noncontrolling interests | ' |
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Noncontrolling Interests |
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The Company evaluated and determined that under the VIE agreements as disclosed in Note 1, it is deemed to be the primary beneficiary of Shenzhen Wonhe. The noncontrolling interest, representing 5% of the net assets in Shenzhen Wonhe not attributable, directly or indirectly to the Company, is measured at its carrying value in the equity section of the consolidated balance sheets. |
Reclassifications | ' |
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Reclassifications |
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Certain amounts in the prior periods financial statements have been reclassified for comparative purposes to conform to the presentation in the current periods financial statements. These reclassifications had no effect on previously reported earnings. |
Recently Issued Accounting Standards | ' |
| RECENTLY ISSUED ACCOUNTING STANDARDS | | | | | | | | | | | | |
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In June 2014, FASB issued ASU No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. ASU 2014-12 requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. It is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. This accounting standard update is not expected to have a material impact on the Company’s consolidated financial statements. |
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In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition”. The core principle of this updated guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new rule also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Companies are permitted to adopt this new rule utilizing either a full or modified retrospective approach. Early adoption is not permitted. The Company has not yet determined the potential impacts of this updated authoritative guidance on its consolidated financial statements |
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In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which amends the requirements for reporting discontinued operations. Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. In addition, this ASU requires additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The guidance is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. This accounting standard update is not expected to have a material impact on the Company’s consolidated financial statements. |
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In July 2013, FASB issued ASU No. 2013-11, Presentation of an Unrecognized Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. An exception exists to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax of the applicable jurisdiction does not require the entity to use, and entity does not intend to use, the deferred tax asset for such a purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU No. 2013-11 is effective for fiscal years and interim periods beginning after December 15, 2013 and did not have a material impact on the Company's consolidated financial statements. |