UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10−Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:September 30, 2011
[ ] 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:000-53547
CHINA GREEN ENERGY INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada | 26-1548693 |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) | |
Jiangsu Wujin Lijia Industrial Park
Lijia Town
Wujin District, Changzhou City
Jiangsu Province 213176
People’s Republic of China
(Address of principal executive offices, Zip Code)
(86) 519-86230102
(Registrant’s telephone number, including area code)
_______________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] 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 [X] |
(Do not check if a smaller reporting company) | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The number of shares outstanding of each of the issuer’s classes of common stock, as of November 14, 2011 is as follows:
Class of Securities | Shares Outstanding |
Common Stock, $0.0001 par value | 23,625,911 |
CHINA GREEN ENERGY INDUSTRIES, INC. |
|
Quarterly Report on Form 10-Q |
Three and Nine Months Ended September 30, 2011 |
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CHINA GREEN ENERGY INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2011 AND 2010
1
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss)
For the three and nine months ended September 30, 2011 and 2010
| | Three months ended September 30, | | | Nine months ended September30, | |
| | (Unaudited) | | | (Unaudited) | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | |
Revenues | $ | 7,086,769 | | $ | 6,143,672 | | $ | 18,279,917 | | $ | 23,850,636 | |
Cost of revenues | | (6,197,067 | ) | | (3,228,879 | ) | | (15,303,810 | ) | | (15,663,809 | ) |
| | | | | | | | | | | | |
Gross profit | | 889,702 | | | 2,914,793 | | | 2,976,107 | | | 8,186,827 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
General and administrative expenses | | (1,670,325 | ) | | (628,654 | ) | | (3,497,015 | ) | | (1,261,790 | ) |
Selling expenses | | (211,190 | ) | | (127,834 | ) | | (812,659 | ) | | (416,035 | ) |
| | | | | | | | | | | | |
| | (1,881,515 | ) | | (756,488 | ) | | (4,309,674 | ) | | (1,677,825 | ) |
| | | | | | | | | | | | |
Income/(loss) from operations | | (991,813 | ) | | 2,158,305 | | | (1,333,567 | ) | | 6,509,002 | |
| | | | | | | | | | | | |
Interest income | | 120,091 | | | 118,782 | | | 359,188 | | | 235,020 | |
Other income, net | | 12,850 | | | 14,149 | | | 66,198 | | | 73,382 | |
Finance costs | | (209,698 | ) | | (129,734 | ) | | (539,051 | ) | | (339,730 | ) |
| | | | | | | | | | | | |
Income/(loss) before income taxes | | (1,068,570 | ) | | 2,161,502 | | | (1,447,232 | ) | | 6,477,674 | |
| | | | | | | | | | | | |
Income taxes - Note 16 | | 194,140 | | | (576,447 | ) | | 232,727 | | | (1,630,542 | ) |
| | | | | | | | | | | | |
Net income/(loss) | | (874,430 | ) | | 1,585,055 | | | (1,214,505 | ) | | 4,847,132 | |
| | | | | | | | | | | | |
Other comprehensive income | | | | | | | | | | | | |
Foreign currency translation adjustments | | 64,855 | | | 96,290 | | | 170,865 | | | 114,452 | |
| | | | | | | | | | | | |
Total comprehensive income/(loss) | $ | (809,575 | ) | $ | 1,681,345 | | $ | (1,043,640 | ) | $ | 4,961,584 | |
| | | | | | | | | | | | |
Earnings per share | | | | | | | | | | | | |
- Basic | $ | (0.04 | ) | $ | 0.07 | | $ | (0.05 | ) | $ | 0.22 | |
| | | | | | | | | | | | |
- Diluted | $ | (0.04 | ) | $ | 0.07 | | $ | (0.05 | ) | $ | 0.22 | |
| | | | | | | | | | | | |
Weighted average number of shares outstanding | | | | | | | | | | | | |
- Basic | | 23,625,911 | | | 23,529,411 | | | 23,567,940 | | | 21,895,639 | |
| | | | | | | | | | | | |
- Diluted | | 23,625,911 | | | 23,529,411 | | | 23,567,940 | | | 21,895,639 | |
See the accompanying Notes to Condensed Consolidated Financial Statements
2
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Condensed Consolidated Balance Sheets
As of September 30, 2011 and December 31, 2010
| | As of | | | | |
| | September 30, | | | As of | |
| | (Unaudited) | | | December 31, | |
| | 2011 | | | 2010 | |
| | | | | | |
ASSETS | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | $ | 593,301 | | $ | 1,080,787 | |
Restricted cash - Note 3 | | 10,055,125 | | | 3,408,750 | |
Accounts receivable, net - Note 4 | | 9,897,700 | | | 11,537,053 | |
Prepayments and other current assets - Note 5 | | 2,543,546 | | | 638,553 | |
Inventories, net - Note 6 | | 5,624,470 | | | 2,733,369 | |
Loans to third parties, net - Note 7 | | 3,370,697 | | | 3,333,000 | |
Loans to a related party - Note 8 | | 3,263,658 | | | 3,159,388 | |
Amounts due from related parties - Note 9 | | 710,341 | | | 1,461,156 | |
Deferred tax asset | | 112,587 | | | 113,002 | |
| | | | | | |
Total current assets | | 36,171,425 | | | 27,465,058 | |
Long-term equity investment - Note 10 | | 171,107 | | | 165,640 | |
Property, plant and equipment, net - Note 11 | | 7,568,288 | | | 6,875,566 | |
Intangible assets , net– Note 12 | | 3,012,625 | | | - | |
Land use rights - Note 13 | | 1,054,558 | | | 1,037,606 | |
Deferred tax asset | | 368,186 | | | 123,462 | |
| | | | | | |
TOTAL ASSETS | $ | 48,346,189 | | $ | 35,667,332 | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
| | | | | | |
LIABILITIES | | | | | | |
Current liabilities | | | | | | |
Accounts payable | $ | 9,844,109 | | $ | 9,152,372 | |
Bills payable – Note 3 | | 18,701,750 | | | 6,817,500 | |
Accrued liabilities and other payables - Note 14 | | 2,388,325 | | | 2,857,780 | |
Income tax payable | | 2,249,495 | | | 2,241,102 | |
Amounts due to related parties - Note 9 | | 493,972 | | | - | |
Short-term bank loans - Note 15 | | 9,846,980 | | | 8,926,380 | |
| | | | | | |
Total current liabilities | | 43,524,631 | | | 29,995,134 | |
| | | | | | |
TOTAL LIABILITIES | | 43,524,631 | | | 29,995,134 | |
| | | | | | |
COMMITMENTS AND CONTINGENCIES - Note 17 | | | | | | |
| | | | | | |
STOCKHOLDERS’ EQUITY | | | | | | |
Preferred stock, $0.0001 par value 50,000,000 shares authorized; none issued and outstanding | | - | | | - | |
Common stock, $0.0001 par value 100,000,000 shares authorized; 23,625,911 shares issued and outstanding at September 30, 2011, 23,529,411 shares issued and outstanding at December 31, 2010 | | 2,362 | | | 2,352 | |
Additional paid-in capital | | 1,502,165 | | | 1,309,175 | |
Accumulated other comprehensive income | | 391,819 | | | 220,954 | |
Retained earnings | | 2,925,212 | | | 4,139,717 | |
| | | | | | |
TOTAL STOCKHOLDERS’ EQUITY | | 4,821,558 | | | 5,672,198 | |
| | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 48,346,189 | | $ | 35,667,332 | |
See the accompanying Notes to Condensed Consolidated Financial Statements
3
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2011 and 2010
| | Nine months ended | |
| | September 30, | |
| | (Unaudited) | |
| | 2011 | | | 2010 | |
| | | | | | |
Cash flows from operating activities | | | | | | |
Net income/(loss) | $ | (1,214,505 | ) | $ | 4,847,132 | |
Adjustments to reconcile net income/(loss) to net | | - | | | - | |
cash provided by (used in) operating activities: | | - | | | - | |
Depreciation and amortization | | 597,960 | | | 366,688 | |
Change in allowance for doubtful accounts | | 947,223 | | | (946 | ) |
Deferred tax | | (232,727 | ) | | - | |
Services paid by shares | | 193,000 | | | - | |
Changes in operating assets and liabilities: | | | | | | |
Accounts receivable | | 1,040,620 | | | (8,002,751 | ) |
Prepayments and other current assets | | (1,853,824 | ) | | 376,750 | |
Inventories | | (2,756,147 | ) | | (620,160 | ) |
Amounts due from related parties | | 786,273 | | | (351,060 | ) |
Accounts payables | | (499,329 | ) | | 3,229,680 | |
Other payables and accrued charges | | (554,475 | ) | | 1,575,520 | |
Income tax payable | | (64,523 | ) | | 1,582,542 | |
Amount due to related parties | | 486,081 | | | (235,241 | ) |
| | | | | | |
Net cash flows provided by (used in) operating activities | | (3,124,373 | ) | | 2,768,154 | |
| | | | | | |
Cash flows from investing activities | | | | | | |
Payments to acquire property, plant and equipment | | (1,039,306 | ) | | (2,416,027 | ) |
Payments to acquire intangible assets | | (2,207,204 | ) | | - | |
Increase in restricted cash | | (6,429,500 | ) | | (220,058 | ) |
Loans to a related party | | - | | | (2,575,267 | ) |
Loans to third parties | | 71,148 | | | (484,738 | ) |
Cash acquired from the RTO | | - | | | 9,796 | |
| | | | | | |
Net cash flows used in investing activities | | (9,604,862 | ) | | (5,686,294 | ) |
| | | | | | |
Cash flows from financing activities | | | | | | |
Proceeds from short-term bank loans | | 13,231,680 | | | 4,618,795 | |
Repayment of short-term bank loans | | (12,615,680 | ) | | (1,567,330 | ) |
Increase in bills payable | | 11,473,000 | | | 1,202,982 | |
| | | | | | |
Net cash flows provided by financing activities | | 12,089,000 | | | 4,254,447 | |
| | | | | | |
Effect of foreign currency translation on cash and cash equivalents | | 152,749 | | | 39,411 | |
| | | | | | |
Net increase (decrease) in cash and cash equivalents | | (487,486 | ) | | 1,375,718 | |
| | | | | | |
Cash and cash equivalents - beginning of period | | 1,080,787 | | | 757,742 | |
| | | | | | |
Cash and cash equivalents - end of period | $ | 593,301 | | $ | 2,133,460 | |
| | | | | | |
Supplemental disclosures for cash flow information | | | | | | |
Interest paid | $ | 539,051 | | $ | 339,730 | |
Income taxes paid | $ | 18,666 | | $ | 48,000 | |
See the accompanying Notes to Condensed Consolidated Financial Statements
4
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
1. | Corporation information |
| |
| China Green Energy Industries, Inc. (the “Company”) was incorporated in the State of Nevada on December 7, 2007 under the name of TradeOn, Inc. for the purpose of pursuing a business combination through a Reverse Takeover (“RTO”). |
| |
| On June 9, 2010, the Company entered into and closed a share exchange agreement (the “Share Exchange Agreement”) with Best Green Energy Industries Limited (“Best Green BVI”), a British Virgin Islands company incorporated on March 31, 2010, and its sole shareholder, Best Green Investments Limited (“Best Green Investments”), pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Best Green BVI in exchange for 20,734,531 shares of the Company’s common stock, par value $0.0001, issued to Best Green Investments which after giving effect to the Cancellation Agreement disclosed below, constituted 88.1% of the Company’s issued and outstanding capital stock on a fully- diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement. |
| |
| As a condition precedent to the consummation of the Share Exchange Agreement, on June 9, 2010, the Company entered into a cancellation agreement, (the “Cancellation Agreement”), with Mr. Haifeng Lu, who was the major stockholder of the Company immediately before the Share Exchange Agreement, whereby Mr. Lu agreed to the cancellation of 4,000,000 shares of the Company’s common stock owned by him of the then 6,794,384 shares outstanding. The Company assumed the remaining 2,794,384 shares along with certain cash balances of TradeOn, Inc. as part of the RTO. Mr. Haifeng Lu served as the Company’s sole director and officer from May 10, 2010 until June 9, 2010 when he was replaced by Mr. Jianliang Shi (“Mr. Shi”), a founder of Jiangsu Best Electrical Appliances Co., Ltd. (“Best Appliances”) and Changzhou City Wujin Best Electronic Cables Co., Ltd. (“Best Cables”). Mr. Shi and his spouse, Ms. Xueqin Wang (“Mrs. Shi”), together own the entire interests in Best Appliances and Best Cables, respectively. |
| |
| Mr. Shi was appointed as the Company’s director and chief executive officer effective upon the closing of the above share exchange. In addition, the Company’s executive officers were replaced by the executive officers of Best Appliances and Best Cables upon the closing of the share exchange. |
| |
| As a result of the share exchange, the Company now owns all of the issued and outstanding capital stock of Best Green BVI, which in turn owns 100% of the outstanding capital stock of Best Green Energy (Changzhou) Co., Ltd. (“Best Green Changzhou”), a wholly-foreign-owned enterprise incorporated in the People’s Republic of China (the “PRC”) on May 6, 2010. |
| |
| PRC law places certain restrictions on roundtrip investments through the acquisition of a PRC entity by PRC residents. To comply with these restrictions, in conjunction with the RTO, the Company, via Best Green Changzhou, entered into and consummated certain contractual arrangements with Best Appliances, Best Cables, and Mr. and Mrs. Shi pursuant to which the Company provides Best Appliances and Best Cables with technical, business and management consulting services and appoints their senior executives and approves all matters requiring shareholders’ approval. As a result of these contractual arrangements, which obligates Best Green Changzhou to absorb a majority of the risk of loss from the activities of Best Appliances and Best Cables and enables Best Green Changzhou to receive a majority of their expected residual returns, the Company accounts for the two entities as variable interest entities (“VIE”) pursuant to Accounting Standards Codification (“ASC”) 810 (the “VIE Arrangement”). The VIE Arrangements are set out in note 2. Best Appliances and Best Cables are collectively referred to as the “VIEs” herein after and are consolidated with the Company which has been deemed the primary beneficiary of both VIEs. |
5
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
1. | Corporate information (cont’d) |
| |
| Before the closing of the share exchange, on April 24, 2010, Mr. and Mrs. Shi entered into an option agreement (the “Option Agreement”) with Mr. Marsel Gilyazov, the sole shareholder and director of Best Green Investments, pursuant to which Mr. and Mrs. Shi were granted options, exercisable 60 days after the date on which a current report on Form 8-K is filed with the Securities and Exchange Commission (the “SEC”) in respect of the Share Exchange Agreement, to acquire 51% and 49% equity interest of Best Green Investments, and ending on the fifth annual anniversary of that date. After Mr. and Mrs. Shi have exercised these options, they will be the Company’s controlling stockholders. On October 20, 2010, Mr. and Mrs. Shi exercised their options to purchase the equity interest of Best Green Investments. As a result, Mr. and Mrs. Shi own an aggregate of 20,734,531 of the total outstanding shares of the Company’s capital stock and 88% total voting power of all of the Company’s outstanding voting securities. |
| |
| The acquisition of Best Green BVI was accounted for as a recapitalization effected by a share exchange, wherein Best Green BVI is considered the acquirer for accounting and financial reporting purposes. The Company’s assets and liabilities have been brought forward at their book value and no goodwill has been recognized. In addition, the reverse takeover accounting was used to account for the VIE Arrangement as the VIEs were under common control of Mr. and Mrs. Shi before and after the RTO (by virtue of the Option Agreement) and the VIE Arrangement. These financial statements, issued under the name of the Company, represent the continuation of the consolidated financial statements of the VIEs. |
| |
| Following the RTO and the VIE Arrangement, the Company, through the VIEs, is primarily engaged in the manufacture and distribution of clean technology-based consumer products, which consist of light electrical vehicles (“LEV”), cryogen-free refrigerators, and network and HDMI cables. The Company operates manufacturing and distribution primarily in the PRC and sells some of their products under their own brand name of “BEST”. In 2010, the Company acquired the Niconia brand for which it sells certain LEV’s under. |
| |
| In connection with the RTO, the Company’s Board of Directors on July 30, 2010 approved a change in the Company’s fiscal year end from October 31 to December 31 to be consistent with the fiscal year end of Best Green BVI. On September 1, 2010, the Company changed its name to China Green Energy Industries, Inc. |
| |
| Liquidity and capital resource |
| |
| To date, the Company has financed its operations primarily through cash flows from operations, augmented by short-term bank loans and equity contributions by our stockholders. Management believes that cash on hand and cash flow from operations will meet a portion of the Company’s present cash needs and will require additional cash resources, including equity investment, to meet expected capital expenditures and working capital requirements for the next 12 months. The Company may, however, in the future, require additional cash resources due to changed business conditions, implementation of management’s strategy to expand our marketing efforts and increase brand awareness, or acquisitions the Company may decide to pursue. If the Company’s own financial resources are insufficient to satisfy capital requirements, the Company may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require the Company to agree to operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to the Company, if at all. Any failure by management to raise additional funds on terms favorable to the Company, or at all, could limit the Company’s ability to expand business operations and could harm overall business prospects. Management intends to re-finance the short-term debts with the existing lenders. However, the Company currently does not have any agreements to extend or re-finance the debt. |
6
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
2. | Summary of significant accounting policies |
| |
| Basis of presentation |
| |
| The accompanying unaudited condensed consolidated interim financial statements of the Company, its subsidiaries and the VIEs have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments (which include only normal recurring adjustments except as noted in management's discussion and analysis of financial condition and results of operations) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. |
| |
| Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the 2010 Annual Report on Form 10-K, filed March 31, 2011. The results of operations for the three and nine months ended September 30, 2011, are not necessarily indicative of the operating results for the full year. |
| |
| Principles of consolidation |
| |
| The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and the VIEs. All significant inter-company accounts and transactions have been eliminated in consolidation. |
| |
| Variable interest entities |
| |
| Each of the VIEs and Mr. and Mrs. Shi entered into the following agreements with Best Green Changzhou, pursuant to which the VIEs became the VIEs of Best Green Changzhou. |
| |
| Consulting Agreement |
| |
| Under the Consulting Agreement, Best Green Changzhou provides exclusive technical, business and management consulting services to the VIEs in exchange for service fees equal to 100% of the total annual net profits of the VIEs. Best Green Changzhou is obligated to absorb a majority of the risk of loss from the activities of the VIEs. |
| |
| Business Operation Agreement |
| |
| The Business Operation Agreement imposes restriction on the operations of the VIEs. Under the Business Operation Agreement, the VIEs are prohibited from engaging in any transaction which may materially affect its assets, obligations, rights or business operation without prior consent from Best Green Changzhou. The VIEs are also required to accept policies and suggestions provided by Best Green Changzhou from time to time with respect to employment or dismissal of employees, corporate management and financial management systems. The VIEs are also required to appoint the directors and members of senior management that Best Green Changzhou designates. |
| |
| Equity Interest Pledge Agreement |
| |
| Mr. and Mrs. Shi have pledged their entire equity interests in the VIEs to Best Green Changzhou pursuant to the Equity Interest Pledge Agreement. The equity interests are pledged as collateral security for the obligations of the VIEs under the Consulting Agreement and the Business Operation Agreement. |
7
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
2. | Summary of significant accounting policies (cont’d) |
| |
| Proxy Agreement |
| |
| The Proxy Agreement among Best Green Changzhou and Mr. and Mrs. Shi requires Mr. and Mrs. Shi to vote all of the equity interests in the VIEs at any shareholders’ meeting or other time when shareholders of the VIEs vote in accordance with Best Green Changzhou’s instructions. |
| |
| Use of estimates |
| |
| In preparing 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 periods. These accounts and estimates include, but are not limited to, the valuation of trade and other receivables, inventories, deferred income taxes and the estimation on useful lives and residual values of property, plant and equipment. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates. |
| |
| Concentrations of credit risk |
| |
| Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, trade accounts receivables and other receivables. As of September 30, 2011 and December 31, 2010, the Company’s cash and cash equivalents and restricted cash were held by major financial institutions located in the PRC, which management believes are of high credit quality. With respect to trade accounts receivables, the Company extends credit based on an evaluation of the customer’s financial condition. The Company generally does not require collateral for trade accounts receivables. |
| |
| During the reporting periods, customers representing 10% or more of the Company’s revenues are as follows: |
| | | Three months ended | | | Nine months ended | |
| | | September 30, | | | September 30, | |
| | | (Unaudited) | | | (Unaudited) | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | | |
| Belkin Appliances (Changzhou) Co., Ltd. | $ | 877,606 | | $ | 2,639,828 | | $ | 2,857,416 | | $ | 9,973,900 | |
| Changzhou Xinrun Refrigeration Equipment Co., Ltd. | | - | | | 348,335 | | | - | | | 2,739,337 | |
| | | | | | | | | | | | | |
| | $ | 877,606 | | $ | 2,988,163 | | $ | 2,857,416 | | $ | 12,713,237 | |
Details of customers representing 10% or more of the Company’s trade accounts receivables as of September 30, 2011 and December 31, 2010, respectively, are as follows:
| | | As of | | | As of | |
| | | September 30, | | | December 31, | |
| | | (Unaudited) | | | | |
| | | 2011 | | | 2010 | |
| | | | | | | |
| Belkin Appliances (Changzhou) Co., Ltd. | $ | 4,195,951 | | $ | 6,721,013 | |
| Changzhou Xinrun Refrigeration Equipment Co., Ltd. | | 710,366 | | | 1,445,171 | |
| | | | | | | |
| | $ | 4,906,317 | | $ | 8,166,184 | |
8
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
2. | Summary of significant accounting policies (cont’d) |
| |
| Cash and cash equivalents |
| |
| Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less. As of September 30, 2011 and December 31, 2010, most of the Company’s cash and cash equivalents were denominated in Renminbi (“RMB”) and were placed with banks in the PRC. They are not freely convertible into foreign currencies and the remittance of these funds out of the PRC is subject to exchange control restrictions imposed by the PRC government. The remaining balances of cash and cash equivalents were denominated in Hong Kong dollars (“HKD”). |
| |
| Trade and other accounts receivables |
| |
| Trade and other accounts receivables are recorded at the sales value, net of allowances for doubtful accounts and sales returns. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing trade and other accounts receivables. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Changes in allowance for doubtful accounts are included in the general and administrative expenses. |
| |
| Outstanding account balances are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, the Company has not charged off any balances as they have yet to exhaust all means of collection. |
| |
| Loans and investments in privately held entities |
| From time-to-time, the Company makes investments in and/or loans to privately-held companies. The Company determines whether the fair values of any investments in privately held entities have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considers any such decline to be other than temporary (based on various factors, including historical financial results, and the overall health of the investee’s industry), a write-down to estimated fair value is recorded. On a quarterly basis, the Company reviews outstanding loans receivable to determine if a provision for doubtful loans is necessary. These reviews include discussions with senior management of the investee, and evaluations of, among other things, the investee’s progress against its business plan, its product development activities and customer base, industry market conditions, historical and projected financial performance, expected cash needs and recent funding events. The Company currently has not set up any allowance for losses as no events have occurred which could indicated the potential uncollectability of the loans. |
| |
| The allowance for loan losses is established based upon management’s evaluation of the potential losses of loans. In analyzing the adequacy of the allowance for loan losses, management considers levels of non-performing and charged-off loans, borrowers’ financial position and operating performance conditions as well as local and national economic conditions, and other factors. |
| |
| Inventories |
| |
| Inventories are stated at the lower of cost or market. The cost of inventories is determined using weighted average cost method, and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of finished goods and work in progress, cost includes materials, labor and an appropriate share of production overhead based on normal operating capacity. |
| |
| The Company regularly reviews the cost of inventories against their estimated fair market value and may record a write-down for inventories that have cost in excess of estimated fair market value. |
10
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
2. | Summary of significant accounting policies (cont’d) |
| |
| Property, plant and equipment |
| |
| Property, plant and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on the straight- line basis (after taking into account the respective estimated residual values) over the estimated useful lives of property, plant and equipment. The principal useful lives and residual value are as follows: |
| | Estimated useful lives | Residual value |
| | | |
| Buildings | 20 years | 5% |
| Plant and machinery | 10 years | 5% |
| Motor vehicles | 5 -10 years | 5% |
| Office equipment | 5 -10 years | 0% to 5% |
Maintenance or repairs are charged to expense as incurred. Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income.
Construction in progress mainly represents expenditures for the Company’s offices and factories under construction. All direct costs relating to the acquisition or construction of the Company’s offices and factories are capitalized as construction in progress. No depreciation is provided for on construction in progress.
Land use rights
Land use rights are stated at cost less accumulated amortization. Amortization is provided using the straight-line method over the terms of the lease of 50 years obtained from the relevant PRC land authority.
Intangible assets
The determination of fair value requires significant judgment and estimates, and the ultimate allocation of purchase price may change. Acquired intangibles with definite lives will be amortized on a straight-line basis over the remaining estimated economic life of the underlying assets. Intangible assets with indefinite lives are not amortized. The Company reviews its indefinite and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Recoverability of an asset group is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset group is expected to generate. If it is determined that an asset group is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset group exceeds its fair value. The Company conducts an impairment analysis annually and as necessary if changes in facts and circumstances indicate that the fair value of the Company’s purchased intangible assets may be less than its carrying amount. The Company assesses its intangible assets for impairment and identified no such impairment loss as of September 30, 2011.
11
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
2. | Summary of significant accounting policies (cont’d) |
| |
| Impairment of long-lived assets |
| |
| Long-lived assets are tested for impairment in accordance with Accounting Standards Codification (“ASC”) 360- 10-45 “Impairment or Disposal of Long-Lived Assets”. The Company periodically evaluates potential impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company recognizes impairment of long-lived assets in the event that the net book values of such assets exceed the future undiscounted cash flows attributable to such assets. During the reporting periods, the Company did not identify any indicators that would require testing for impairment as of September 30, 2011 and December 31, 2010. |
| |
| Seasonality |
| |
| Our operating results and operating cash flows historically have been subject to seasonal variations. Our revenues usually increase over each quarter of the calendar year with the first quarter usually the slowest quarter because fewer projects are undertaken during and around the Chinese spring festival. |
| |
| Revenue recognition |
| |
| The Company recognizes revenues in accordance with ASC 605-10-S99, “Revenue Recognition” when the significant risks and rewards of ownership have been transferred to the customer pursuant to applicable laws and regulations. Accordingly, all of the following criteria must be met in order for the Company to recognize revenue: |
| 1. | Persuasive evidence of an arrangement exists; |
| 2. | Delivery has occurred or services have been rendered; |
| 3. | The seller's price to the buyer is fixed or determinable; and |
| 4. | Collectibility is reasonably assured. |
Net sales of products represent the value of goods, net of value added taxes (“VAT”), sales returns, trade discounts and allowances. The Company is subject to VAT which is levied on majority of their products at the rate of 17% on the invoiced value of sales. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales. Provision for sales returns are recorded as a reduction of revenue in the same period that revenue is recognized. The provision for sales returns, which is based on historical sales returns data, is the Company’s best estimate of the amounts of goods that will be returned from their customers. During the reporting periods, there were no sales returns and the Company did not recognize any provision for sales returns.
12
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
2. | Summary of significant accounting policies (cont’d) |
| |
| Cost of revenues |
| |
| Cost of revenues consists primarily of materials costs, wages, employee compensation, depreciation and related costs, which are directly attributable to the production of products. Write-down of inventories to the lower of cost or market is also recorded in cost of revenues. |
| |
| General and administrative expenses |
| |
| General and administrative expenses consist primarily of office expenses, entertainment, traveling expenses, staff welfare, consumables, labor protection and salaries and wages which are incurred at the administrative level and foreign exchange differences. |
| |
| Selling expenses |
| |
| Selling expenses consist primarily of advertising, salaries and transportation costs incurred during the selling activities. |
| |
| Advertising and transportation |
| |
| Advertising and transportation are charged to expense as incurred. Advertising expenses are included in selling expenses. |
| |
| Income taxes |
| |
| The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740 “Income Taxes”. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. |
| |
| The Company accounts for income tax uncertainties using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured in order to determine the tax benefit to be recognized in the financial statements. The Company expenses any penalties or interest associated with tax obligations as general and administrative expenses and interest expense, respectively. As of September 30, 2011 and December 31, 2010, the Company has no accrued interest or penalties related to uncertain tax positions. |
13
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
2. | Summary of significant accounting policies (cont’d) |
| |
| Comprehensive income/ (loss) |
| |
| The Company has adopted ASC 220 “Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Components of comprehensive income include net income/ (loss) and foreign currency translation adjustments. |
| |
| Foreign currency translation |
| |
| The functional currency of the Company is RMB. The Company maintains their financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet date. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. |
| |
| For financial reporting purposes, the financial statements of the Company prepared using the functional currency has been translated into US Dollars (“USD”). Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity (deficit) is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in accumulated other comprehensive income, a component of stockholders’ equity. There was no significant fluctuation in exchange rate for the conversion of RMB to USD after the balance sheet date. |
| |
| For the nine months ended September 30, 2011 and 2010, the Company recorded foreign currency translation losses of $74,341 and $6,481, respectively. For the three months ended September 30, 2011 and 2010, the Company recorded foreign currency translation losses of $61,801 and $2,978, respectively. The losses were primarily due to the weakening of the US dollar. Foreign currency translation losses were recognized and recorded as the general and administrative expenses as incurred. |
| |
| Fair value of financial instruments |
| |
| The Company considers the carrying values reported in the consolidated balance sheets for assets and liabilities qualifying as financial instruments approximate their fair values due to the short-term maturities or the applicable interest rates approximate the current market rates. |
| |
| Dividends |
| |
| During the reporting periods, the Company did not declare any dividends. |
| |
| Reclassifications |
| |
| Certain prior year balances have been reclassified to adhere to the current year presentation. |
14
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
2. | Summary of significant accounting policies (cont’d) |
| |
| Basic and diluted earnings/(loss) per share |
| |
| Basic earnings/(loss) per share is computed using the weighted average number of shares outstanding during the periods presented. The weighted average number of shares of the Company represents the average number of common stock outstanding during the reporting periods. |
| |
| Diluted earnings/(loss) per share is computed using the sum of weighted average number of shares outstanding and dilutive potential shares outstanding during the periods presented. During the three and nine months ended September 30, 2011 and 2010, there were no potentially dilutive shares. |
| |
| Recently issued accounting pronouncements |
| |
| In July, 2010, the FASB issued ASU 2010-20 “Receivables: Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”. The objective of ASU 2010-20 is to provide financial statement users with greater transparency about an entity’s allowance for credit losses and the credit quality of its financing receivables. Under ASU 2010-20, a entity is required to provide disclosures so that financial statement users can evaluate the nature of the credit risk inherent in the entity’s portfolio of financing receivables, how that risk is analyzed and assessed to arrive at the allowance for credit losses, and the changes and reasons for those changes in the allowance for credit losses. ASU 2010-20 is applicable to all entities, both public and non-public and is effective for interim and annual reporting periods that ending on or after December 15, 2010. Comparative disclosure for earlier reporting periods that ended before initial adoption is encouraged but not required. However, comparative disclosures are required to be disclosed for those reporting periods ending after initial adoption. The adoption of ASU 2010-20 did not have a material effect on the financial statements of the Company for the nine months ended September 30, 2011. |
| |
| In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income” (Topic 220) – Presentation of Comprehensive Income(ASU 2011-05). ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of change in stockholders’ equity. Instead, ASU 2011-05 requires entities to report all non-owner changes in stockholders’ equity in either a single continuous statement of comprehensive income, or in two separate, but consecutive statements. ASU 2011-05 does not change the items that must be reported in other comprehensive income, or when an item must be reclassified to net income. ASU 2011-05 requires retrospective application and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company does not expect that this authoritative guidance will have any material effect on the Company’s financial statements. |
15
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
3. | Restricted cash and bills payable |
| |
| The restricted cash at September 30, 2011 and December 31, 2010, represents bank deposits held as collateral for bills payable issued by the Company. When the Company intends or is requested to settle its suppliers by issuance of bills, it is required to place deposits with banks equal to 50% to 100% of the bills amount at the time of issuance. These deposits will be used to settle the bills at maturity. As of September 30, 2011, the Company has issued $18,701,750 in bills which will be funded from various banks under which the Company has entered into such arrangements. These bills will be paid at various times through December 2011, at which point the Company will issue additional bills to its suppliers. |
4. | Trade accounts receivables, net |
| | | As of | | | As of | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | | |
| | | | | | | |
| Accounts receivable | $ | 11,097,736 | | $ | 11,766,903 | |
| Allowance for doubtful accounts | | (1,200,036 | ) | | (229,850 | ) |
| | | | | | | |
| | $ | 9,897,700 | | $ | 11,537,053 | |
5. | Prepayments and other current assets |
| | | As of | | | As of | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | | |
| | | | | | | |
| Other receivables | $ | 401,768 | | $ | 267,873 | |
| Prepayment to suppliers | | 2,207,508 | | | 434,310 | |
| | | 2,609,276 | | | 702,183 | |
| Allowance for doubtful accounts | | (65,730 | ) | | (63,630 | ) |
| | | | | | | |
| | $ | 2,543,546 | | $ | 638,553 | |
| | | As of | | | As of | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | | |
| | | | | | | |
| Raw materials | $ | 3,333,681 | | $ | 1,914,267 | |
| Work in progress | | 1,026,055 | | | 361,374 | |
| Finished goods | | 1,471,713 | | | 658,095 | |
| | | | | | | |
| | | 5,831,449 | | | 2,933,736 | |
| Allowance for obsolete inventories | | (206,979 | ) | | (200,367 | ) |
| | | | | | | |
| | $ | 5,624,470 | | $ | 2,733,369 | |
No additional allowance for obsolete inventories was recognized during the three and nine months ended September 30, 2011 and 2010.
16
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
| | | | | | As of | | | As of | |
| | | | | | September 30, | | | December 31, | |
| | | Note | | | 2011 | | | 2010 | |
| | | | | | (Unaudited) | | | | |
| Loans to third parties | | | | | | | | | |
| Changzhou Fengshun Packing Container Co., Ltd. | | (a) | | $ | 1,565,000 | | $ | 1,515,000 | |
| Changzhou Chuanghua Plastics Co., Ltd. | | (b) | | | 1,878,000 | | | 1,818,000 | |
| | | | | | 3,443,000 | | | 3,333,000 | |
| Allowance for doubtful accounts | | | | | (72,303 | ) | | - | |
| | | | | $ | 3,370,697 | | $ | 3,333,000 | |
Notes:
| (a) | The loan is interest-bearing at 6% per annum, unsecured and repayable on May 18, 2012. |
| (b) | Loans of $782,500 and $1,095,500 are interest-bearing at 6% per annum, unsecured and repayable on May 17, 2012 and May 20, 2012, respectively. |
| We assess the loans for potential uncollectibility and recorded a loan allowance of approximately $72,000 and $0 as of September 30, 2011 and December 31, 2010, respectively. |
| |
8. | Loans to a related party |
| |
| The Company had $3,263,658 and $3,159,388 of loans to a related party, Jiangsu Dachao Electronic Vehicle Technology Company Limited at September 30, 2011 and December 31, 2010, respectively. The loans are interest-bearing at 6% per annum and unsecured. Of this, $516,450, $1,182,208 and $1,565,000 are repayable in December 2011, May 2012 and June 2012, respectively. |
9. | Amounts due from/to related parties |
| | | As of | | | As of | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | | |
| Amounts due from related parties | | | | | | |
| Changzhou Best Changlong International Trade Company Limited (“Changzhou Best Changlong”) | $ | 710,341 | | $ | 785,777 | |
| Jiangsu Dachao Electronic Vehicle Technology Company Limited (“Jiangsu Daochao”) | | - | | | 546,604 | |
| Changzhou Best Education and Training Center | | - | | | 128,775 | |
| | | | | | | |
| | $ | 710,341 | | $ | 1,461,156 | |
| | | | | | | |
| Amounts due to related parties | | | | | | |
| Ms. Wang Xueqing | $ | 469,500 | | $ | - | |
| Jiangsu Dachao Electronic Vehicle Technology Company Limited (“Jiangsu Daochao”) | | 24,472 | | | - | |
| | | | | | | |
| | $ | 493,972 | | $ | - | |
The amounts were interest-free, unsecured and repayable on demand. All the related parties are controlled by certain family members of officers of the Company.
17
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
10. | Long-term equity investment |
| |
| Long-term equity investment represented the Company’s investment in Jiangnan Rural Commercial Bank (“Jiangnan Rural Bank”), an unlisted corporation. Jiangnan Rural Bank is located in Jiangsu Province of the PRC and is primarily engaged in the provision of banking and financing services. The Company owns 0.17% of Jiangnan Rural Bank, and accordingly, applies the cost method to account for the investment. |
11. | Property, plant and equipment, net |
| | | As of | | | As of | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | | |
| Cost : | | | | | | |
| Buildings | $ | 3,144,705 | | $ | 3,040,228 | |
| Plant and machinery | | 5,741,122 | | | 5,034,951 | |
| Motor vehicles | | 471,704 | | | 232,990 | |
| Office equipment | | 304,419 | | | 329,274 | |
| | | | | | | |
| | | 9,661,950 | | | 8,637,443 | |
| Accumulated depreciation | | (2,606,775 | ) | | (1,951,979 | ) |
| Construction in progress | | 513,113 | | | 190,102 | |
| | | | | | | |
| Property, plant and equipment, net | $ | 7,568,288 | | $ | 6,875,566 | |
During the reporting periods, depreciation is included in:
| | | Three months | | | Nine months ended | |
| | | ended September 30, | | | September 30, | |
| | | (Unaudited) | | | (Unaudited) | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | | |
| Cost of revenues and overheads of inventories | $ | 250,065 | | $ | 172,302 | | $ | 510,934 | | $ | 328,377 | |
| Administrative expenses | | 29,954 | | | 14,287 | | | 70,009 | | | 22,341 | |
| | | | | | | | | | | | | |
| | $ | 280,019 | | $ | 186,589 | | $ | 580,943 | | $ | 350,718 | |
As of September 30, 2011 and December 31, 2010, property, plant and equipment with net book values of $1,576,137 and $1,598,264, respectively, were pledged as collateral under certain loan arrangements (Note 15).
18
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
12. | Intangible assets, net |
| | | As of | | | As of | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | | |
| | | | | | | |
| Cost | $ | 3,130,000 | | $ | - | |
| Accumulated amortization | | (117,375 | ) | | - | |
| | | | | | | |
| Intangible assets, net | $ | 3,012,625 | | $ | - | |
Intangible assets represent the brand name of “Niconia” for LEV’s purchased for a total consideration of RMB 20 million. The Company acquired the brand in January 2011 for which $2,207,204 has been paid and the remaining $886,796 is due January 2012. The Brand name is amortized on the straight line basis over the estimated useful life of 20 years.
| | | As of | | | As of | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | | |
| | | | | | | |
| Cost | $ | 1,152,577 | | $ | 1,115,753 | |
| Accumulated amortization | | (98,019 | ) | | (78,147 | ) |
| | | | | | | |
| | $ | 1,054,558 | | $ | 1,037,606 | |
The Company obtained the right from the relevant PRC land authority for a period of fifty years to use the land on which the office premises, production facilities and warehouses of the Company are situated.
As of September 30, 2011 and December 31, 2010, land use rights with net book values of $1,054,558 and $1,037,606, respectively, were pledged as collateral under certain loans agreements (Note 15).
Amortization for the nine months ended September 30, 2011 and 2010 amounted to $17,017 and $15,970, respectively. Amortization for the three months ended September 30, 2011 and 2010 amounted to $6,015 and $5,192, respectively. The estimated amortization expense for each years following September 30, 2011 is approximately $23,000 per year.
14. | Accrued liabilities and other payable |
| | | As of | | | As of | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | | |
| | | | | | | |
| Salaries and welfare payable | $ | 450,346 | | $ | 452,007 | |
| Receipt in advance from customers | | 714,876 | | | 634,921 | |
| Value-added tax and other taxes payable | | 1,005,124 | | | 1,712,581 | |
| Other payables | | 1,539 | | | 58,271 | |
| Provisions for guaranteed loans | | 216,440 | | | - | |
| | | | | | | |
| | $ | 2,388,325 | | $ | 2,857,780 | |
19
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
| | | As of | | | As of | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | | |
| | | | | | | |
| Secured bank loans | $ | 4,087,780 | | $ | 3,957,180 | |
| Unsecured bank loans | | 5,759,200 | | | 4,969,200 | |
| | | | | | | |
| | $ | 9,846,980 | | $ | 8,926,380 | |
All bank loans are repayable within one year.
The bank loans as of September 30, 2011 and December 31, 2010 carried annual interest from 6.06% to 8.10% and are due at various dates through June 2012. Twelve loans totaling approximately $9.85 million were renewed in 2011 with higher interest rates for an additional year.
The short term bank loans were secured by the Company’s following assets, which are presented at their net book values:
| | | As of | | | As of | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | | |
| | | | | | | |
| Buildings - Note 11 | $ | 1,576,137 | | $ | 1,598,264 | |
| Land use rights - Note 13 | | 1,054,558 | | | 1,037,606 | |
| | | | | | | |
| | $ | 2,630,695 | | $ | 2,635,870 | |
The unsecured bank loans as of September 30, 2011 and December 31, 2010 were guaranteed by Mr. and Mrs. Shi and two non-related parties. Each of the aforementioned parties did not receive any compensation for acting as guarantors for the Company.
During the reporting periods, there were no covenant requirements under the bank loans granted to the Company. The Company has available approximately $1.96 million remaining under these loan agreements which it can borrow.
20
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
16. | Income tax |
| |
| United States |
| |
| The Company is subject to the United States of America federal tax rate of 34%. No provision for the US federal income taxes has been made as the Company had no taxable income in this jurisdiction for the reporting periods. The Company has not recognized a deferred tax liability for the undistributed earnings of its non-U.S. subsidiaries as of September 30, 2011 and December 31, 2010, because the Company currently does not expect those unremitted earnings to reverse and become taxable to the Company in the foreseeable future. A deferred tax liability will be recognized when the Company no longer plans to permanently reinvest undistributed earnings. Calculation of related unrecognized deferred tax liability is not practicable. |
| |
| BVI |
| |
| Best Green BVI was incorporated in the British Virgin Islands and, under the current laws of the British Virgin Islands, is not subject to income tax. |
| |
| PRC |
| |
| Best Green Changzhou and the VIEs, which are established in the PRC, are subject to PRC enterprise income tax (“EIT”) at the statutory rate of 25% on their assessable profits for the three and nine months ended September 30, 2011 and December 31, 2010. |
| |
17. | Commitments and contingencies |
| |
| Capital commitment |
| |
| As of September 30, 2011 and December 31, 2010, the Company had capital commitments amounting to $588,127 and $610,242, respectively, with respect to the acquisition of property, plant and equipment that were contracted for but not provided in the condensed consolidated financial statements. Such commitments will be recorded to the financial statements when the property, plant and equipment is received. |
| |
| Contingencies |
| |
| As of September 30, 2011 and December 31, 2010, the Company acted as guarantor for bank loans granted to certain business associates totaling $7,214,650 and $6,272,100, respectively. The maximum amount that can be drawn on these guaranteed loans is $11,361,900 at September 30, 2011 and these guarantees expire at various times through September 2012. None of the Company’s directors or executive officers are involved in the normal operations or have invested in the business of the guaranteed business associates. All of the business associates have a history of paying back the loans in a timely manner. |
| |
| All the above guarantees have no recourse provisions that would enable the Company to recover from the business associates any amounts paid under the guarantees and any assets held as collateral that the Company can obtain or liquidate to recover all or a portion of the amounts that could be paid under the guarantees. If the business associates fail to perform under their contractual obligation, the Company is obligated to make future payments including the contractual principal amounts, related interest and penalties. |
| |
| Management has assessed the fair value of the obligations arising from the above financial guarantees and recognized a provision for guaranteed loans of approximately $216,000 and $0 as of September 30, 2011 and December 31, 2010, which is included in the accrued liabilities and other payables in the accompanying condensed consolidated balance sheets. |
21
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
18. | Related party transactions |
| |
| Apart from the transactions and information as disclosed in notes 8 and 9 to the condensed consolidated financial statements, the Company had the following transactions with its related parties during the three and nine months ended September 30, 2011 and 2010, respectively. |
| | | Three months ended | | | Nine months ended | |
| | | September 30,(unaudited) | | | September 30,(unaudited) | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| Sales of goods to Changzhou Best Changlong | $ | 467,277 | | $ | 126,197 | | $ | 879,520 | | $ | 1,882,381 | |
| Purchase of goods from Jiangsu Dachao | | - | | | - | | | - | | $ | 477,280 | |
| Interest income from Jiangsu Dachao | $ | 49,128 | | $ | 38,972 | | $ | 144,123 | | $ | 48,553 | |
| The Company believes that the terms obtained and consideration received in connection with the transactions described above were no less favorable than those that would have been obtained by the Company in arm’s-length transactions with an unrelated party. |
| |
19. | Stockholders’ equity |
| |
| In June 2011, the Board of Directors issued 96,500 unregistered shares of common stock at par value of $0.0001 with a fair value of $193,000 as consideration for services provided by the vendors. The fair value per share is determined at stock price on the day when shares are issued. |
| |
20. | Segment information |
| |
| The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the reportable segments. Management, including the chief operating decision maker, reviews the operating results solely by monthly revenue of cryogen-free refrigerators, cable products and light electric vehicles of the Company. As such, the Company has determined that there are three operating segments as defined by ASC 280 “Segment Reporting”: Cryogen-free refrigerators, cable products and light electric vehicles. |
| | | Cryogen-free refrigerators | | | Cable products | | | Light electric vehicles | | | Total | |
| | | Nine months ended | | | Nine months ended | | | Nine months ended | | | Nine months ended | |
| | | September 30, (unaudited) | | | September 30, (unaudited) | | | September 30, (unaudited) | | | September 30,(unaudited) | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue from external customers | $ | 3,840,177 | | $ | 8,864,288 | | $ | 8,183,748 | | $ | 14,283,415 | | $ | 6,255,992 | | $ | 702,933 | | $ | 18,279,917 | | $ | 23,850,636 | |
| Segment profit/(loss) | $ | (275,557 | ) | $ | 2,354,177 | | $ | (909,773 | ) | $ | 3,793,389 | | $ | 50,353 | | $ | 186,685 | | $ | (1,134,977 | ) | $ | 6,334,251 | |
| | | Cryogen-free refrigerators | | | Cable products | | | Light electric vehicles | | | Total | |
| | | Three months ended | | | Three months ended | | | Three months ended | | | Three months ended | |
| | | September 30, (unaudited) | | | September 30, (unaudited) | | | September 30, (unaudited) | | | September 30, (unaudited) | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue from external customers | $ | 1,526,017 | | $ | 1,754,240 | | $ | 2,686,956 | | $ | 4,387,545 | | $ | 2,873,796 | | $ | 1,887 | | $ | 7,086,769 | | $ | 6,143,672 | |
| Segment profit/(loss) | $ | (221,400 | ) | $ | 654,570 | | $ | (781,134 | ) | $ | 1,427,849 | | $ | 129,505 | | $ | 19,105 | | $ | (873,029 | ) | $ | 2,101,524 | |
| | | Cryogen-free refrigerators | | | Cable products | | | Light electric vehicles | | | Total | |
| | | As of | | | As of | | | As of | | | As of | | | As of | | | As of | | | As of | | | As of | |
| | | September | | | December | | | September | | | December | | | September | | | December | | | September | | | December | |
| | | 30,2011 | | | 31,2010 | | | 30,2011 | | | 31,2010 | | | 30,2011 | | | 31,2010 | | | 30,2011 | | | 31,2010 | |
| | | (Unaudited) | | | | | | (Unaudited) | | | | | | (Unaudited) | | | | | | (Unaudited) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment assets | $ | 10,030,759 | | $ | 9,913,659 | | $ | 18,719,349 | | $ | 17,068,989 | | $ | 12,078,738 | | $ | 533,959 | | $ | 40,828,846 | | $ | 27,516,607 | |
22
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
20. | Segment information (cont’d) |
| |
| A reconciliation is provided for unallocated amounts relating to corporate operations which are not included in the segment information. |
| | | Three months ended | | | Nine months ended | |
| | | September 30, | | | September 30, | |
| | | (Unaudited) | | | (Unaudited) | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | | |
| Total consolidated revenue | $ | 7,086,769 | | $ | 6,143,672 | | $ | 18,279,917 | | $ | 23,850,636 | |
| | | | | | | | | | | | | |
| Total profit/(loss) for reportable segments | $ | (873,029 | ) | $ | 2,101,524 | | $ | (1,134,977 | ) | $ | 6,334,251 | |
| Unallocated amounts relating to operations: | | | | | | | | | | | | |
| Interest income | | 100,954 | | | 88,026 | | | 296,165 | | | 187,915 | |
| General and administrative expenses | | (296,495 | ) | | (28,048 | ) | | (608,420 | ) | | (44,492 | ) |
| | | | | | | | | | | | | |
| Income/(loss) before income taxes | $ | (1,068,570 | ) | $ | 2,161,502 | | $ | (1,447,232 | ) | $ | 6,477,674 | |
| | | As of | | | As of | |
| | | September 30, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | | |
| Assets | | | | | | |
| | | | | | | |
| Total assets for reportable segments | $ | 40,828,846 | | $ | 27,516,607 | |
| Cash and cash equivalents | | 1,540 | | | 1,541 | |
| Other receivables | | - | | | 30,000 | |
| Amounts due from related parties | | 710,341 | | | 1,461,156 | |
| Loans to third parties | | 3,370,697 | | | 3,333,000 | |
| Loans to a related party | | 3,263,658 | | | 3,159,388 | |
| Long-term equity investment | | 171,107 | | | 165,640 | |
| | | | | | | |
| | $ | 48,346,189 | | $ | 35,667,332 | |
23
China Green Energy Industries, Inc.
(Formerly TradeOn, Inc.)
Notes to Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2011 and 2010
20. | Segment information (cont’d) |
| |
| All of the Company’s long-lived assets are located in the PRC. Geographic information about the revenues, which are classified based on the customers, is set out as follows: |
| | | Three months ended | | | Nine months ended | |
| | | September 30 (Unaudited) | | | September 30 (Unaudited) | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | | |
| PRC | $ | 4,155,434 | | $ | 4,237,671 | | $ | 11,225,248 | | $ | 15,086,654 | |
| Hong Kong | | 1,164,678 | | | 846,134 | | | 2,206,695 | | | 2,282,723 | |
| United States of America | | 617,560 | | | 374,195 | | | 1,623,893 | | | 1,436,196 | |
| Taiwan | | 457,878 | | | 41,538 | | | 930,463 | | | 616,066 | |
| United Kingdom | | 6,485 | | | 49,533 | | | 16,948 | | | 864,049 | |
| Denmark | | 211 | | | 2,152 | | | 36,100 | | | 801,923 | |
| Germany | | 50,465 | | | 9,657 | | | 108,329 | | | 589,126 | |
| Australia | | 193,887 | | | - | | | 435,074 | | | - | |
| France | | 69,268 | | | - | | | 169,363 | | | - | |
| Others | | 370,903 | | | 582,792 | | | 1,527,804 | | | 2,173,899 | |
| | | | | | | | | | | | | |
| Total | $ | 7,086,769 | | $ | 6,143,672 | | $ | 18,279,917 | | $ | 23,850,636 | |
24
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Special Note Regarding Forward Looking Statements
In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2010, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.
Use of Terms
Except where the context otherwise requires and for the purposes of this report only:
“CGRE,” “the Company,” “we,” “us,” or “our,” refer to the combined business of China Green Energy Industries, Inc., a Nevada corporation, its wholly-owned subsidiaries, Best Green BVI and Best Green Changzhou, and its variable interest entities, Best Cable and Best Appliances;
“Best Green BVI” refers to Best Green Energy Industries Limited, a BVI company;
“Best Green Changzhou” refers to Best Green Energy (Changzhou) Co., Ltd., a PRC company;
“Best Cable” refers to Changzhou City Wujin Best Electronic Cables Co., Ltd., a PRC company;
“Best Appliances” refers to Jiangsu Best Electrical Appliances Co., Ltd., a PRC company;
“BVI” refers to the British Virgin Islands;
“PRC” and “China” refer to the People’s Republic of China, excluding Hong Kong, Macau and Taiwan;
“SEC” refers to the Securities and Exchange Commission;
“Securities Act” refers to the Securities Act of 1933, as amended;
“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
“Renminbi” and “RMB” refer to the legal currency of China; and
“U.S. dollars,” “dollars” and “$” refer to the legal currency of the United States.
Overview of our Business
We manufacture and distribute clean technology-based consumer products. We also manufacture and distribute network and HDMI cables. Our products consist of light electric vehicles, or LEVs, and cryogen-free refrigerators. We manufacture several different varieties of LEVs and cryogen-free refrigerators. We sell some of our products under our own brand name of “BEST” and the balance of our products as an original equipment manufacturer, or OEM, for other companies, who are our customers. On January 25, 2011, we acquired the “NICONIA LEV” brand name and retail sales network, which we believe will compliment our line of LEVs.
Our corporate headquarters and manufacturing base are located in Changzhou, China, where we own an aggregate of approximately 46,800 square meters of manufacturing facilities and office space. We own the right to use a total of 49,900 square meters of land in China. We believe that our existing and planned facilities are adequate for our requirements for the foreseeable future. Our annual manufacturing capacity for our LEVs, Cryogen-free refrigerators and sets of network and HDMI cables (combined) is 20,000 units, 115,000 units and 25 million sets, respectively.
25
Recent Developments
Third Quarter Financial Performance Highlights
The following summarizes certain key financial information for the third quarter of 2011:
Revenues: Revenues were $7.09 million for the three months ended September 30, 2011, an increase of $0.95 million, or 15.48%, from $6.14 million for the same period last year.
Gross profit and margin: Gross profit was $0.89 million for the three months ended September 30, 2011, a decrease of $2.02 million, or 69.4%, from $2.91 million for the same period last year. Gross margin was 12.6% for the three months ended September 30, 2011, as compared to 47.7% for the same period last year, a 35.1% decrease.
Net income (loss): Net loss was $0.87 million for the three months ended September 30, 2011, a decrease of $2.46 million from $1.59 million of net income for the same period of last year.
Fully diluted net income (loss) per share: Fully diluted net loss per share for the three months ended September 30, 2011 was $0.04, as compared to net income per share of $0.07 for the same period last year.
Results of Operations
Comparison of Three Months Ended September 30, 2011 and September 30, 2010
The following table shows key components of our results of operations during the three months ended September 30, 2011 and 2010, in both dollars and as a percentage of our total revenues.
| | Three Months Ended | | | Three Months Ended | |
| | September 30, 2011 | | | September 30, 2010 | |
| | | | | % of | | | | | | % of | |
| | Dollars | | | Revenues | | | Dollars | | | Revenues | |
Revenues | $ | 7,086,769 | | | 100.00% | | $ | 6,143,672 | | | 100.00% | |
Cost of revenues | | (6,197,607 | ) | | (87.45% | ) | | (3,228,879 | ) | | (52.56% | ) |
Gross profit | | 889,702 | | | 12.55% | | | 2,914,793 | | | 47.44% | |
Operating expenses: | | | | | | | | | | | | |
General and administrative expenses | | (1,670,325 | ) | | (23.57% | ) | | (628,654 | ) | | (10.23% | ) |
Selling expenses | | (211,190 | ) | | (2.98% | ) | | (127,834 | ) | | (2.08% | ) |
Total operating expenses | | (1,881,515 | ) | | (25.66% | ) | | (756,488 | ) | | (12.31% | ) |
Income from operations | | (991,813 | ) | | (14.00% | ) | | 2,158,305 | | | 35.13% | |
Interest income | | 120,091 | | | 1.69% | | | 118,782 | | | 1.93% | |
Other income, net | | 12,850 | | | 0.18% | | | 14,149 | | | 0.23% | |
Finance costs | | (209,698 | ) | | (2.96% | ) | | (129,734 | ) | | (2.11% | ) |
Income (loss) before income taxes | | (1,068,570 | ) | | (15.08% | ) | | 2,161,502 | | | 35.18% | |
Income taxes | | 194,140 | | | 2.74% | | | (576,447 | ) | | (9.38% | ) |
Net income | | (874,430 | ) | | (12.34% | ) | | 1,585,055 | | | 25.80% | |
Foreign currency translation adjustments | | 64,855 | | | 0.92% | | | 96,290 | | | 1.57% | |
Total comprehensive income | $ | (809,575 | ) | | (11.42% | ) | $ | 1,681,345 | | | 27.37% | |
Revenues. To date, most of our revenues have been generated through sales in the PRC and Hong Kong regions. Our revenues increased $0.95 million, or 15.48%, to $7.09 million for the three months ended September 30, 2011 from $6.14 million during the same period in 2010. The increase was due to an increase in sales of light electric vehicles. Revenue of cable products decreased by 38.73% from $4.39 million in the three months ended September 30, 2010 to $2.69 million in the three months ended September 30, 2011. The decrease was mainly due to reduced customer demand as a result of general market decline. Revenue from refrigerators decreased by 13.15% from $1.75 million in the three months ended September 30, 2010 to $1.52 million in the three months ended September 30, 2011. The decrease was mainly due to reduced customer demand as a result of general market decline. We experienced an increase in LEV sales from $1,887 in the three months ended September 30, 2010 to $2.87 million in the three months ended September 30, 2011, which was attributable to the acquisition of the Niconia LEV brand.
26
Cost of revenues. Our cost of revenues is primarily comprised of the costs of our raw materials, components, labor and overhead. Our cost of revenues increased $2.97 million, or 92.0%, to $6.20 million in the three months ended September 30, 2011, from $3.23 million during the same period in 2010. As a percentage of revenues, our cost of revenues increased from 52.6% in the three months ended September 30, 2010 to 87.5% in the three months ended September 30, 2011. The increase was primarily due to increased raw material prices.
Gross profit. Our gross profit is equal to the difference between our revenue and our cost of revenues. Our gross profit decreased $2.02 million, or 69.4%, to $0.89 million in the three months ended September 30, 2011, from $2.91 million during the same period in 2010. Such decrease was generally in line with our increased cost of revenues, attributed to the increase in raw material costs. Gross profit as a percentage of revenue was 12.6% and 47.4% for three months ended September 30, 2011 and 2010, respectively.
General and administrative expenses. General and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional advisor fees, bad debts reserve and other expenses incurred in connection with general operations. Our general and administrative expenses increased $1.04 million, or 167%, to $1.67 million in the three months ended September 30, 2011, from $0.63 million during the same period in 2010. The increase was mainly due to the increase of our accounts receivable bad debt reserve, intangible amortization and the provision on our loan guarantees.
Selling expenses. Our selling expenses consist primarily of compensation and benefits to our sales and marketing staff, sales commission, cost of advertising, promotion, business travel, transportation costs and other sales related costs. Our selling expenses increased $0.08 million, or 61.54%, to $0.21 million in the three months ended September 30, 2011, from $0.13 million during the same period in 2010. The increase was primarily attributable to increased spending on marketing and exhibitions.
Finance costs.Our finance costs increased $0.08 million, or 61.5%, to $0.21 million for the three months ended September 30, 2011, from $0.13 million during the same period in 2010. Such increase was mainly due to an increase in amounts borrowed under bank loans.
Income (loss) before income taxes. Our income before income taxes decreased $3.22 million, to a $1.07 million loss in the three months ended September 30, 2011, from $2.16 million income during the same period in 2010, as a result of the factors described above.
Income taxes. We incurred an income tax credit of $0.19 million for the three months ended September 30, 2011, a decrease of $0.77 million from an income tax expense of $0.58 million during the same period in 2010. This decrease in income tax expense was due to the drop in our taxable profit from last year.
Net income (loss). As a result of the factors described above, we generated a net loss of $0.87 million in the three months ended September 30, 2011, a decrease of $2.46 million from $1.59 million in net income during the same period in 2010.
Comparison of Nine Months Ended September 30, 2011 and September 30, 2010
The following table shows key components of our results of operations during the nine months ended September 30, 2011 and 2010, in both dollars and as a percentage of our total revenues.
| | Nine Months Ended | | | Nine Months Ended | |
| | September 30, 2011 | | | September 30, 2010 | |
| | | | | Percent of | | | | | | Percent of | |
| | Dollars | | | Revenues | | | Dollars | | | Revenues | |
Revenues | $ | 18,279,917 | | | 100.00% | | $ | 23,850,636 | | | 100.00% | |
Cost of revenues | | (15,303,810 | ) | | (83.72% | ) | | (15,663,809 | ) | | (65.67% | ) |
Gross profit | | 2,976,107 | | | 16.28% | | | 8,186,827 | | | 34.33% | |
Operating expenses: | | | | | | | | | | | | |
General and administrative expenses | | (3,497,015 | ) | | (19.13% | ) | | (1,261,790 | ) | | (5.29% | ) |
27
Selling expenses | | (812,659 | ) | | (4.45% | ) | | (416,035 | ) | | (1.74% | ) |
Total operating expenses | | (4,309,674 | ) | | (23.58% | ) | | (1,677,825 | ) | | (7.03% | ) |
Income/(loss) from operations | | (1,333,567 | ) | | (7.30% | ) | | 6,509,002 | | | 27.29% | |
Interest income | | 359,188 | | | 1.96% | | | 235,020 | | | 0.99% | |
Other income | | 66,198 | | | 0.36% | | | 73,382 | | | 0.31% | |
Finance costs | | (539,051 | ) | | (2.95% | ) | | (339,730 | ) | | (1.42% | ) |
Income/(loss) before income taxes | | (1,447,232 | ) | | (7.92% | ) | | 6,477,674 | | | 27.16% | |
Income taxes | | 232,727 | | | 1.27% | | | (1,630,542 | ) | | (6.84% | ) |
Net income/(loss) | | (1,214,505 | ) | | (6.64% | ) | | 4,847,132 | | | 20.32% | |
Foreign currency translation adjustments | | 170,865 | | | 1.00% | | | 114,452 | | | 0.48% | |
Total comprehensive income/(loss) | $ | (1,043,640 | ) | | (5.64% | ) | $ | 4,961,584 | | | 20.80% | |
Revenues. Our revenues decreased $5.57 million, or 23.36%, to $18.28 million for the nine months ended September 30, 2011 from $23.85 million during the same period in 2010. The decrease was due to a decrease in sales of both cable products and refrigerators. Revenue of cable products decreased by 74.58% from $14.28 million in the nine months ended September 30, 2010 to $8.18 million in the nine months ended September 30, 2011. The decrease was mainly due to reduced customer demand as a result of general market decline. Revenue from refrigerators decreased by 56.67% from $8.86 million in the nine months ended September 30, 2010 to $3.84 million in the nine months ended September 30, 2011. The decrease was mainly due to reduced customer demand as a result of general market decline. We experienced an increase in LEV sales from $0.70 million in the nine months ended September 30, 2010 to $6.26 million in the nine months ended September 30, 2011. The increase was attributable to the acquisition of the Niconia LEV brand. Since the end of the first quarter, the problem of worker shortage has been resolved. We were able to increase our production volume to satisfy expected orders with our existing manufacturing capacity.
Cost of revenues. Our cost of revenues decreased $0.37 million, or 2.4%, to $15.30 million in the nine months ended September 30, 2011, from $15.67 million during the same period in 2010. The decrease in cost of goods sold was attributed to our decreased sales volume and revenues. As a percentage of revenues, our cost of revenues increased from 65.7% in the nine months ended September 30, 2010 to 83.7% in the nine months ended September 30, 2011. The increase was primarily due to increased fixed production costs and raw material price.
Gross profit. Our gross profit decreased $5.21 million, or 63.6%, to $2.98 million in the nine months ended September 30, 2011, from $8.19 million during the same period in 2010. Such decrease was generally in line with our increased cost of revenues, attributed to the increase in raw material costs and fixed production costs. Gross profit as a percentage of revenue was 16.3% and 34.3% for nine months ended September 30, 2011 and 2010, respectively. Such decrease was principally attributed increase in raw material cost.
General and administrative expenses. Our general and administrative expenses increased $2.24 million, or 178%, to $3.50 million in the nine months ended September 30, 2011, from $1.26 million during the same period in 2010. Such increase was attributable to increased payroll expenses resulting from an increase in staff number due to the expansion of the LEV business as well as stock compensation expenses and additional bad debt reserve.
Selling expenses. Our selling expenses increased $0.39 million, or 92.86%, to $0.81 million in the nine months ended September 30, 2011, from $0.42 million during the same period in 2010. The increase was primarily attributable to increased spending on marketing and exhibitions for all products lines.
Finance costs.Our finance costs increased $0.20 million, or 58.8%, to $0.54 million for the nine months ended September 30, 2011, from $0.34 million during the same period in 2010. Such increase was mainly due to an increase in bank loans.
Income (loss) before income taxes. Our income (loss) before income taxes decreased $7.93 million, to a $1.45 million loss in the nine months ended September 30, 2011, from $6.48 million income during the same period in 2010, as a result of the factors described above.
Income taxes. We incurred income tax credit of $0.23 million for the nine months ended September 30, 2011, a decrease of $1.86 million from an income tax expense of $1.63 million during the same period in 2010. This decrease in income tax expense was due to the decrease in our taxable profit from last year.
Net income (loss). As a result of the factors described above, we generated a net loss of $1.21 million in the nine months ended September 30, 2011, a decrease of $6.06 million from $4.85 million in net income during the same period in 2010.
28
Liquidity and Capital Resources
As of September 30, 2011, we had cash and cash equivalents of approximately $0.59 million, primarily consisting of cash on hand and demand deposits. The following table provides a summary of our net cash flows from operating, investing, and financing activities.
Cash Flow
| | Nine Months Ended September 30, | |
| | 2011 | | | 2010 | |
Net cash provided by (used in) operating activities | $ | (3,124,373 | ) | $ | 2,768,154 | |
Net cash used in investing activities | | (9,604,862 | ) | | (5,686,294 | ) |
Net cash provided by financing activities | | 12,089,000 | | | 4,254,447 | |
Effects of exchange rate change in cash | | 152,749 | | | 39,411 | |
Net increase (decrease) in cash and cash equivalents | | (487,486 | ) | | 1,375,718 | |
Cash and cash equivalents at beginning of the period | | 1,080,787 | | | 757,742 | |
Cash and cash equivalent at end of the period | $ | 593,301 | | $ | 2,133,460 | |
Operating Activities
Net cash used in operating activities was $3.12 million for the nine months ended September 30, 2011, as compared to $2.77 million net cash provided by operating activities for the same period in 2010. The decrease was primarily attributable to (i) net income decreasing by $6.06 million, (ii) increase in inventories of $2.14 million, and (iii) pay down of $5.95 million of accounts payable, other payables and accrued charges, offset by $1.04 million of collection of accounts receivable and other non-cash charges.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2011 was $9.60 million, as compared to $5.69 million during the same period in 2010. The increase in net cash used in investing activities was mainly attributable to (i) an increase in spending on intangible assets by $2.21 million primarily resulting from the purchase of the Niconia LEV brand and (ii) additional restricted cash deposit requirements of $6.20 million as a result of the issuance of bills payable.
Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2011 was $12.09 million, as compared to $4.25 million during the same period in 2010. The increase was mainly attributable to (i) net of short term loan repayments of $2.44 million, and (ii) increase in bills payable of $10.27 million.
Loan Commitments
As of the date of the report, we are party to several loan and bill acceptance agreements as follows:
Loan Agreements:
Loan Agreement between Best Cable and Wujin Rural Commercial Bank, pursuant to which Wujin Rural Commercial Bank provided a loan with a total amount of RMB1,450,000 (approximately $226,900) at September 30, 2011. The loan matures on June 20, 2012. The monthly interest rate is 0.729%. The balance outstanding at September 30, 2011 totaled approximately $226,900.
Loan Agreement between Best Cable and Wujin Agriculture Bank, pursuant to which Wujin Agriculture Bank provided loans with a total amount available to borrow of RMB10,000,000 (approximately $1,565,000) at September 30, 2011. We borrowed RMB3,000,000 (approximately $469,500) in August 2011 and RMB5,000,000 (approximately $782,500) in June 2011, for a term maturing June 25, 2012 and December 26, 2011, respectively. The monthly interest rate is 0.601% and 0.561%, respectively. The amount outstanding at September 30, 2011 totaled approximately $1,252,000.
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Loan Agreement between Best Cable and Wujin ICBC, pursuant to which Wujin ICBC provided loans with a total amount available to borrow of RMB26,000,000 (approximately $4,069,000) at September 30, 2011. Wujin ICBC loaned RMB18,800,000 (approximately $2,942,200) to Best Cable, of which RMB5,000,000 will mature in November 2011 and RMB 13,800,000 will mature in December 2011. The monthly interest rate is 0.505%. The loan outstanding at September 30, 2011 totaled approximately $2,942,200.
Loan Agreement between Best Appliances and Wujin Rural Commercial Bank for a loan with a total amount available to borrow of RMB21,000,000 (approximately $3,286,500) at September 30, 2011. Wujin Rural Commercial Bank loaned an aggregate of RMB19,670,000 (approximately $3,078,400) to Best Appliances. The monthly interest rate ranges is 0.81% and the loan will mature on December 9, 2011. The amount outstanding at September 30, 2011 totaled approximately $3,078,400.
Loan Agreement between Best Appliance and Wujin Rural Commercial Bank, pursuant to which Wujin Rural Commercial Bank provided a loan with a total amount available to borrow of RMB7,000,000 (approximately $1,095,500) at September 30, 2011. The loan matures on May 26, 2013. The monthly interest rate is 0.729%. Wujin Rural Commercial Bank loaned RMB5,000,000 (approximately $782,500) to Best Appliance, which matures on April 25, 2012. The amount outstanding at September 30, 2011 totaled approximately $782,500.
Loan Agreement between Best Cable and Pudong Development Bank Changzhou Branch, pursuant to which Pudong Development Bank Changzhou Branch provided a loan with a total amount available to borrow of RMB 10,000,000 (approximately $1,565,000) at September 30, 2011. The loan matures on March 19, 2012. The monthly interest rate is 0.661%. Pudong Development Bank Changzhou Branch loaned RMB10,000,000 (approximately $1,565,000) to Best Cable. The amount outstanding at September 30, 2011 totaled approximately $1,565,000.
Certain bank loans are secured by our buildings and land rights. Other unsecured bank loans were guaranteed by Mr. Shi, our Chairman and Chief Executive Officer, his wife Ms. Xueqin Wang, and two non-related parties. Eight loans totaling approximately $9.85 million were renewed in 2011 under similar terms for an additional year.
Bill Acceptance Agreements:
Commercial Bill Acceptance Agreement, between Best Cable and Pudong Development Bank Changzhou Branch, pursuant to which Pudong Development Bank Changzhou Branch provided commercial bills with a total amount available to borrow of RMB40,000,000 (approximately $6,260,000) at September 30, 2011. The agreement matures on January 6, 2012, however, the bills payable at September 30, 2011 become due at various times through March 2012. As we incur future expenses, we will borrow additional funds under these arrangements. The amount outstanding at September 30, 2011 totaled $6,260,000.
Commercial Bill Acceptance Agreement, between Best Cable and Communication Bank Fangzhicheng Subbranch, pursuant to which Communication Bank Fangzhicheng Subbranch provided commercial bills with a total amount available to borrow of RMB10,000,000 (approximately $1,565,000) at September 30, 2011. The agreement matures on March 28, 2012. The bills payable at September 30, 2011 become due at various times through March 2012. As we incur future expenses, we will borrow additional funds under these arrangements. The amount outstanding at September 30, 2011 totaled $1,565,000.
Commercial Bill Acceptance Agreement, between Best Cable and Wujin Agricultural Bank, pursuant to which Wujin ABC provided four commercial bills with a total amount available to borrow of RMB6,500,000 (approximately $1,017,000) at September 30, 2011. The agreement matures on November 30, 2011, guaranteed by our CEO Mr. Shi, Ms. Wang, and KK Lighting, an unrelated party however. The bills payable at September 30, 2011 become due at various times through January 2012. As we incur future expenses, we will borrow additional funds under these arrangements. The amount outstanding at September 30, 2011 totaled $1,017,000.
Bank Acceptance Agreement, between Best Cable and Wujin Rural Commercial Bank pursuant to which Wujin Rural Commercial Bank provided a bill with a total amount available to borrow of RMB24,000,000 (approximately $3,756,000) at September 30, 2011. The agreement matures on April 20, 2012, however, the bills payable at September 30, 2011 become due at various times through November 2011. As we incur future expenses, we will borrow additional funds under these arrangements. The amount outstanding at September 30, 2011 totaled $3,756,000.
Bank Acceptance Agreement, between Best Cable and Wujin ICBC pursuant to which Wujin ICBC provided a bill with a total amount available to borrow of RMB2,650,000 (approximately $415,000) at September 30, 2011. The agreement matures on October 31, 2011. As we incur future expenses, we will borrow additional funds under these arrangements. The amount outstanding at September 30, 2011 totaled $0.
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- Bank Acceptance Agreement, between Best Cable and Wujin Construction Bank pursuant to which Wujin Construction Bank provided a bill with a total amount available to borrow of RMB10,000,000 (approximately $1,565,000) at September 30, 2011. The agreement matures on December 2, 2011, however, the bills payable at September 30, 2011 become due at various times through October 2011. As we incur future expenses, we will borrow additional funds under these arrangements. The amount outstanding at September 30, 2011 totaled $1,565,000.
- Bank Acceptance Agreement, between Best Appliance and Jiangsu Bank University Subbranch pursuant to which Jiangsu Bank University Subbranch provided a bill with a total amount available to borrow of RMB29,000,000 (approximately $4,538,500) at September 30, 2011. The agreement matures on May 17, 2012, however, the bills payable at September 30, 2011 become due at various times through January 2012. As we incur future expenses, we will borrow additional funds under these arrangements. The amount outstanding at September 30, 2011 totaled $4,538,500.
Capital Expenditures and Capital Requirements
Our capital expenditures for the nine months ended September 30, 2011 and 2010 were $3.23 million and $2.42 million, respectively, representing the total amount of investment activities. Our capital expenditures during the nine months ended September 30, 2011 consisted of capital expenditures relating to the purchase of the Niconia LEV brand and certain equipment, as compared to the same period of 2010, when we acquired certain equipment.
To date, we have financed our operations primarily through cash flows from operations, augmented by short-term bank loans and equity contributions by our stockholders. We believe that our cash on hand and cash flow from operations will meet a portion of our present cash needs and we will require additional cash resources, including equity investment, to meet our expected capital expenditures and working capital requirements for the next 12 months. We may, however, in the future, require additional cash resources due to changed business conditions, implementation of our strategy to expand our marketing efforts and increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
Inflation
Inflation and changing prices have not had a material effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in the Chinese economy and our industry and continually maintain effective cost controls in operations.
Off Balance Sheet Arrangements
As of September 30, 2011 and December 31, 2010, we had capital commitments amounting to $588,127 and $610,242, respectively, with respect to the acquisition of property, plant and equipment that were contracted for but not provided in the condensed consolidated financial statements. Such commitments will be recorded to the financial statements when the property, plant and equipment is received.
As of September 30, 2011 and December 31, 2010, we acted as guarantor for bank loans granted to certain business associates totaling $7,214,650 and $6,272,100, respectively. The maximum amount that can be drawn on these guaranteed loans is $11,361,900 at September 30, 2011 and these guarantees expire at various times through September 2012. None of our directors or executive officers are involved in the normal operations or have invested in the business of the guaranteed business associates. All the business associates have a healthy record of paying back the loans in a timely manner.
All the above guarantees have no recourse provisions that would enable us to recover from the business associates any amounts paid under the guarantees and any assets held as collateral that we can obtain or liquidate to recover all or a portion of the amounts that could be paid under the guarantees. If the business associates fail to perform under their contractual obligation, we are obligated to make future payments including the contractual principal amounts, related interest and penalties.
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Management has assessed the fair value of the obligation arising from the above financial guarantees and considered it is immaterial to the condensed consolidated financial statements. Therefore, no obligations with respect of the above guarantees were recognized as of September 30, 2011 and December 31, 2010, respectively.
Seasonality
Our operating results and operating cash flows historically have been subject to seasonal variations. Our revenues usually increase over each quarter of the calendar year with the first quarter usually the slowest quarter because fewer projects are undertaken during and around the Chinese spring festival.
Critical Accounting Policies
Critical accounting policies are those we believe are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
Recent Accounting Pronouncements
See Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer, Mr. Jianliang Shi, and Chief Financial Officer, Ms. Jianfeng Xu, of the effectiveness of the design and operation of our disclosure controls and procedures, as of September 30, 2011.
Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.
An control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. The Company’s internal control system over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
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Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”).Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2011, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting described below:
- We failed to properly apply US GAAP to the transactions of accounting shares issued at fair value and adequate reserves for doubtful accounts.
- We inappropriately recorded certain transactions as additional paid-in capital which was not in compliance with US GAAP.
Remediation Initiative
We have engaged a consulting firm to modify our accounting policies based on US GAAP. The modifications are currently being reviewed by the management, and they will be released and implemented upon approval of the management and the audit committee.
Changes in Internal Control over Financial Reporting
During the quarter ended September 30, 2011, there was no other change in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act), except as described above, that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Such limitations include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures, such as simple errors or mistakes or intentional circumvention of the established process.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS.
Not Applicable.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On June 14, 2011, the Company issued 80,000 shares to Mass Media 77 for their consulting services. On June 21, 2011, the Company issued an aggregate of 3,500 shares to the Company’s IR firm Crescendo Investor Relations for their consulting services. On June 21, 2011, the Company issued an aggregate of 13,000 shares to certain consultants for their services. These shares were unregistered and issued pursuant to the exemption provided under Section 4(2) of the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. (REMOVED AND RESERVED).
ITEM 5. OTHER INFORMATION.
We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
ITEM 6. EXHIBITS.
The following exhibits are filed as part of this report or incorporated by reference:
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 14, 2011 | CHINA GREEN ENERGY INDUSTRIES, INC. |
| | |
| By: | /s/ Jianliang Shi |
| | Jianliang Shi, Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
| By: | /s/ Jianfeng Xu |
| | Jianfeng Xu, Chief Financial Officer |
| | (Principal Financial Officer and Principal |
| | Accounting Officer) |
EXHIBIT INDEX