U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 000-30173
HUAYANG INTERNATIONAL HOLDINGS, INC.
(Exact name of Company as specified in its charter)
Nevada 58-1667944
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
386 Qing Nian Avenue, Shenyang, China 110003
(Address of principal executive offices) (Zip code)
011 (86)(24) 2318-0688
(Issuer's telephone number, including area code)
The number of shares of common stock, par value $0.02,
outstanding on June 30, 2001, was 7,500,807.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Condensed Format)
HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2001 AND DECEMBER 31, 2000
ASSETS
June 30, December 31,
2001 2000
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Unaudited Audited
ASSETS:
Real estate rental property, net of
accumulated depreciation of $938,204 at
June 30, 2001 and $555,647 at December
31, 2000 $ 30,780,200 $ 30,979,816
Real estate held for development and sale 5,675,128 5,674,648
Cash 811 851
Due from related companies 12,381,978 10,087,408
Investment in affiliates 14,521,921 15,343,007
Property and equipment, net 1,459,749 1,482,376
Deferred tax asset 225,091 -
Other assets 202,723 67,927
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Total assets $ 65,247,601 $ 63,636,033
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LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Accounts payable and accrued liabilities $ 5,965,818 $ 4,384,485
Bank loans 17,287,828 17,286,367
Due to related companies 14,817,833 15,266,821
Income taxes payable 2,476,593 1,993,187
Deferred income taxes payable 433,526 337,145
Deferred interest income 445,680 370,158
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Total liabilities 41,427,278 39,638,163
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MINORITY INTEREST 1,117,399 1,092,009
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SHAREHOLDERS' EQUITY:
Common Stock, $0.02 par value, authorized
50,000,000 shares, 7,500,807 shares issued
and outstanding 150,016 150,016
Paid-in capital 18,296,291 18,296,291
Accumulated other comprehensive income 49,540 36,743
Retained earnings 4,207,077 4,422,811
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Total shareholders' equity 22,702,924 22,905,861
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Total liabilities and
Shareholders' equity $ 65,247,601 $ 63,636,033
========== ==========
The accompanying notes are an integral part of this statement.
HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
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Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2001 2000 2001 2000
--------- --------- --------- ---------
Unaudited Unaudited Unaudited Unaudited
REVENUES:
Real estate sales $ - $ - $ - $ 1,012,464
Real estate rental income 1,093,813 736,114 2,161,301 1,034,238
Interest income 151,046 138,291 302,092 302,091
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Total revenues 1,244,859 874,405 2,463,393 2,348,793
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COSTS AND EXPENSES:
Cost of real estate sold - - - 662,697
Real estate operating expenses 10,599 8,949 76,015 29,839
Depreciation 203,142 65,280 406,057 130,964
Interest expense 324,505 171,002 640,287 336,715
Other operating expenses 24,315 59,659 71,929 169,680
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Total costs and expenses 562,561 304,890 1,194,288 1,329,895
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LOSS FROM INVESTMENT IN AFFILIATES 460,776 - 831,932 -
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INCOME BEFORE INCOME TAXES AND
MINORITY INTEREST 221,522 569,515 437,173 1,018,898
PROVISION FOR INCOME TAXES 320,368 130,199 627,517 311,900
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(LOSS) INCOME BEFORE MINORITY
INTEREST (98,846) 439,316 (190,344) 706,998
MINORITY INTEREST (14,371) (19,896) (25,390) (31,887)
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NET (LOSS) INCOME (113,217) 419,420 (215,734) 675,111
OTHER COMPREHENSIVE INCOME:
Foreign currency translation
adjustments 14,112 990 12,797 4,873
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COMPREHENSIVE (LOSS) INCOME $ (99,105) $ 420,410 $ (202,937) $ 679,984
========== ========== ========== ==========
NET (LOSS) INCOME PER SHARE
(basic and diluted) $ (0.02) $ 0.06 $ (0.03) $ 0.09
========== ========== ========== ==========
The accompanying notes are an integral part of this statement.
HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
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Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2001 2000 2001 2000
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Unaudited Unaudited Unaudited Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (113,217) $ 419,420 $ (215,734) $ 675,111
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sales of real estate - - - (349,767)
Net cash proceeds from sales of real estate - - - 1,012,464
Real estate development costs (28,811) 108,790 199,136 (221,726)
Depreciation 203,142 65,280 406,057 130,964
Loss from investment in affiliates 460,776 - 831,932 -
Change in investment in affiliates due to
currency translation (11,315) (698) (10,846) (1,308)
Increase in deferred tax assets (111,539) - (225,091) -
(Increase) decrease in other assets (99,908) (3,906) (134,796) (6,780)
Increase (decrease) in accounts payable and
accrued liabilities 825,533 162,007 1,581,333 (53,019)
Increase in deferred income taxes payable 52,116 238,394 96,381 70,698
Increase in deferred interest income 37,761 31,115 75,522 67,970
Increase (decrease) in income taxes payable 241,889 (148,965) 483,406 118,327
Increase in comprehensive income 14,112 990 12,797 4,873
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Net cash provided by operating activities 1,470,539 872,427 3,100,097 1,447,807
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (192,348) (373,156) (383,430) (127,691)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (repayments) to short term bank loans 2,088 (11,776) 1,461 (8,941)
(Repayments to) borrowed from related companies (1,294,069) (656,972) (2,743,558) (1,400,867)
Increase in minority interest 14,371 19,996 25,390 32,073
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Net cash used in financing activities (1,277,610) (648,752) (2,716,707) (1,377,735)
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NET INCREASE (DECREASE) IN CASH 581 (149,481) (40) (57,619)
CASH, beginning of period 230 225,771 851 133,909
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CASH, end of period $ 811 $ 76,290 $ 811 $ 76,290
========== ========== ========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid (net of interest capitalized of
$0 in 2001 and $277,975 in 2000) $ - $ 172,678 $ 2,479 $ 346,722
========== ========== ========== ==========
Income taxes paid $ - $ - $ - $ -
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The accompanying notes are an integral part of this statement.
HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Reporting entity
The financial statements of Huayang International Holdings, Inc.
and Subsidiary (HIHI) reflect the activities and financial
transactions of its subsidiary Shenyang Haitong House Properties
Development Ltd. (HAITONG). HIHI has a 95% ownership interest in
HAITONG. HIHI also has a less than majority ownership interest in
three other companies, Changyang International Hotel (Shenyang) Co.
Ltd. (HOTEL), Changyuan (Shenyang) Park Ltd. (GARAGE) and Changhua
(Shenyang) Business Co. Ltd. (BUSINESS CENTER) collectively referred
to as HOTEL GROUP.
HIHI is incorporated under the laws of the State of Nevada in the
United States. HAITONG, HOTEL, GARAGE and BUSINESS CENTER are
incorporated under the laws of the People's Republic of China (PRC).
Note 2 - Condensed financial statements and footnotes
The interim consolidated financial statements presented herein have
been prepared by the Company and include the unaudited accounts of
HIHI and its subsidiary HAITONG. All significant inter-company
accounts and transactions have been eliminated in the consolidation.
These condensed financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial
information and the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Certain information and footnote disclosures normally
included in financial statements presented in accordance with generally
accepted accounting principles have been condensed or omitted. The
Company believes the disclosures made are adequate to make the
information presented not misleading. The condensed consolidated
financial statements should be read in conjunction with the the Company's
consolidated financial statements for the year ended December 31, 2000
and notes thereto included in HIHI's Form 10-KSB, dated March 30, 2001.
In the opinion of management, the unaudited condensed consolidated
financial statements reflect all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial
position of the Company as of June 30, 2001, the results of operations
for the six months ended June, 2001 and 2000, respectively. Interim
results are not necessarily indicative of full year performance because
of the impact of seasonal and short-term variations.
Certain items in the 2000 financial statements have been reclassified
to conform to the 2001 presentation.
Note 3 - Investment in affiliates
Investments in which the Company owns a 20% interest are accounted for
using the equity method. These investments collectively referred to as
HOTEL GROUP consists of following as of June 30, 2001 and December 31,
2000:
June 30, December 31,
2001 2000
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Share of net assets $ 6,130,521 $ 6,951,607
Advances made 8,391,400 8,391,400
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Totals $14,521,921 $15,343,007
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Place of Ownership Principal
Name Incorporation Interest Activity
Changyang International The People's 20% Hotel
Hotel (Shenyang) Co. Ltd. Republic of China operation
(Hotel)
Changhua (Shenyang) The People's 20% Business
Business Co., Ltd. Republic of China center,
(Business Center) commercial
retail
Changhua (Shenyang) The People's 20% Car
Business Co., Ltd. Republic of China Parking
(Garage)
Shown below is summarized financial information relative to the
investments at June 30, 2001:
BUSINESS
HOTEL CENTER GARAGE Total
Balance Sheet
Assets $ 56,504,339 $ 32,780,617 $ 21,813,775 $111,098,731
Liabilities 48,342,337 21,795,427 10,308,358 80,446,122
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Equity 8,162,002 10,985,190 11,505,417 30,652,609
Other shareholders'
equity 6,529,602 8,788,152 9,204,334 24,522,088
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HIHI, equity $ 1,632,400 $ 2,197,038 $ 2,301,083 $ 6,130,521
=========== =========== =========== ===========
Revenue $ - $ - $ - $ -
Depreciation 666,641 410,409 243,785 1,320,835
General expense 1,876,907 639,655 322,260 2,838,822
----------- ----------- ----------- -----------
Net loss $ (2,543,548) $ (1,050,064) $ (566,045) $ (4,159,657)
=========== =========== =========== ===========
HIHI share of loss $ (508,710) $ (210,013) $ (113,209) $ (831,932)
=========== =========== =========== ===========
The Hotel Group has not yet commenced operations and has not
generated revenues for the six months ended as of June 30, 2001.
In accordance with Financial Accounting Standards no. 67, the
project changes from non-operating to operating when it is
substantially completed and held available for occupancy or
operations upon completion of improvements but no later than one
year from cessation of major construction activities. Starting
from January 1, 2001, all carrying costs, including interest,
have been charged to expense when incurred and depreciation
expense has been provided for the six months ended June 30, 2001.
Note 4 - Segment reporting
In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related
Information" (SFAS 131). SFAS No. 131 requires the Company to
disclose information used by management to evaluate its individual
business segments. As the Company currently is engaged in only
one business segment, no additional disclosures are required. The
Company's net investment in and the operating results of its
various real estate activities may be derived directly from the
accompanying consolidated financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following discussion of the financial condition and results
of operations should be read in conjunction with the consolidated
financial statements and related notes thereto. The following
discussion contains certain forward-looking statements that
involve risks and uncertainties. Our actual results could differ
materially from the discussions herein. Factors that could cause
or contribute to such differences include, but not limited to,
risks and uncertainties related to the general economic
situations in China and in the world, the availability for
additional funds, whether we can successfully manage the rapid
growth of the operations and our ability to operate profitably
after the initial growth period is completed.
RESULTS OF OPERATIONS
Revenues for the three months ended June 30, 2001 were $1,244,859,
increased 42.4% from $874,405 over the three months ended June 30,
2000. This increase was primarily attributable to a 48.6%
increase in revenues from real estate rental income. For the
three months ended June 30, 2001, revenues from real estate
rental income increased to $1,093,813 from $736,144 over the
second quarter of 2000. As of June 30, 2001, the remaining real
estate property held for sale and net real estate rental property
were $5,675,128 and $30,780,200. Interest income was $151,046 for
the three months ended June 30, 2001, slightly higher than
$138,291 for the three months ended June 30, 2000.
Total costs and expenses were $562,561 in the three months ended
June 30, 2001, up 84.5% from $304,890 in the three months ended
June 30, 2000. This increase was primarily attributable to a
211.2% increase in depreciation expenses and an 89.8% increase in
interest expenses. For the second quarter of 2001, depreciation
expenses increased to $203,142 from $65,280 and interest expenses
increased to $324,505 from $171,002 over the same period of 2000.
These increases were primarily due to the status change for
Podium A from non-operating to operating status in accordance
with Financial Accounting Standards no. 67. Real estate
operating expenses for the three months ended June 30, 2001
increased 18.4% to $10,599 from $8,949 of the same period of 2000,
caused by increased real estate leasing activities. In the second
quarter of 2001, other operating expenses dropped 59.2% to
$24,315 from $59,659 in the second quarter of 2000. The main
components of these expenses are legal and professional fees
related to the Company's filings with the SEC. These expenses
were higher in 2000 because Company's initial filings with the
SEC required larger amount of legal and professional services.
Due to certain interior decoration work, the Hotel completion
will continue to be postponed. We expect it will open late
December or early 2002. Although the Hotel Group has not yet
commenced operations and has not generated any revenues as of
June 30, 2001, according to Financial Accounting Standards no.
67, the project changes from non-operating to operating when
it is substantially completed and held available for occupancy
or operations upon completion of improvements but no later
than one year from cessation of major construction activities.
Starting from January 1, 2001, all carrying costs, including
interest, have been charged to expense when incurred and
depreciation expense has been provided, which caused the Hotel
Group to recognize a loss of $1,855,777 and $2,303,880 in the
first two quarters of 2001. As a 20% equity owner, the
Company also recognized its share of this loss and booked a
loss from investment in affiliates. The Company's shares of
this loss were $371,156 and $460,776, or $0.049 and $0.061 per
share, for the first two quarters of 2001. The Company will
continue to recognize such loss in subsequent quarters.
For the three months ended June 30, 2001, net income before taxes
and minority interest, after the loss from investment in the
Hotel Group, was $221,522, down 61.1% from $569,515 over the same
period of 2000. The Company's net loss for the second quarter of
2001 was $98,846, compared to a net income of $439,316 for the
same period of 2000. Net loss per share for the second quarter of
2001 was $0.02, compared to $0.06 in net earnings in the same
period a year ago. These changes were primarily due to the mixed
effect of the recognized loss from investment in the Hotel Group
and the increased real estate rental income.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources consist of cash, receivables,
real estate held for development and sale and receipts from
rental activities. It is expected that future cash needs will be
financed by a combination of cash flows from rental and leasing
operations, future advances under bank loans, and if needed,
other alternative financing arrangements, which may be available
to us.
We do not have any material commitments for capital expenditures
for the year ending December 31, 2001.
Our projection of future cash requirements is affected by
numerous factors, including but not limited to, changes in
customer receipts, consumer industry trends, operating cost
fluctuations, and other factors that may entail substantial
expenses.
We have retired $4,086,343 of bank debt in 1999 through cash
flows from operations and additional advances of $1,747,479 from
related companies. As a result of future cash payments required
to retire bank loans and debts owed to its related companies,
management believes that it will be necessary to secure
additional financing to sustain our operations and to fund our
anticipated growth.
As of the date hereof, we have consolidated indebtedness that is
substantial in relation to our stockholders equity. As of
December 31, 2000, we had total debt of $17,286,367. Our
indebtedness poses substantial risks to holders of our Common
Stock, including the risks such as (i) a substantial portion of
our cash flow from operations will be dedicated to the payment of
interest on such indebtedness, (ii) our indebtedness may impede
our ability to obtain financing in the future for working capital,
capital expenditures and general corporate purposes and (iii) our
debt position may leave us more vulnerable to economic downturns
and may limit our ability to withstand competitive pressures. If
we are unable to generate sufficient cash flow from operations in
the future to service our indebtedness and to meet our other
commitments, we will be required to adopt one or more
alternatives, such as refinancing or restructuring its
indebtedness, selling material assets or operations, or seeking
to raise additional debt or equity capital. There can be no
assurance that any of these actions could be effected on
satisfactory terms, that they would enable us to continue to
satisfy our capital requirements or that they would be permitted
by the terms of existing or future debt agreements.
All of our debt is secured by the Commercial Towers. As of
December 31, 2000, our lenders held an aggregate of $17,286,367
of liens against the Commercial Towers as security for bank loans
of the same amount. If we are unable to meet the terms of our
bank loans, resulting in a default under such bank loans, the
lenders may elect to declare all amounts outstanding under the
loans to be immediately due and payable and foreclose on the
Commercial Towers, which would have a material adverse effect on
us.
EFFECT OF FLUCTUATIONS IN FOREIGN EXCHANGE RATES
We operate in the People's Republic of China, maintain our
financial control center in Shenyang, PRC, and record most of our
operating activities in Renminbi ("RMB"), the Chinese currency.
The exchange rate between RMB and US Dollars has been relatively
stable for the last few years. We do not believe that
fluctuations in the foreign exchange rates will have a material
effect on our financial statements. The RMB exchange rates,
however, are fixed by the government of the PRC, and a change in
the exchange rate by the PRC could have a material adverse effect
on our financial statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks include, but not limited to, the risk of change in
the value of short-term investments and financial instruments
caused by fluctuations in investment returns, interest rates and
foreign currency exchange rates.
The Company operates in the People's Republic of China, and is
exposed to foreign exchange rate fluctuations related to the
translation of the financial results of our operations in China
into U.S. dollars during consolidation. As exchange rates
fluctuate, these results, when translated, may vary from
expectations and adversely impact overall expected profitability.
The effect of foreign exchange rate fluctuations on the Company
for the six months ended June 30, 2001 was immaterial. The
exchange rate between RMB and US Dollars has been relatively
stable for the last few years. We do not believe that
fluctuations in the foreign exchange rates will have a material
effect on our financial statements. The RMB exchange rates,
however, are fixed by the Chinese government, and a change in the
exchange rate by the PRC could have a material adverse effect on
our financial statements.
The Company has not entered into any derivative financial
instruments to manage interest rate risk or for speculative
purpose and is not currently evaluating the future use of such
financial instruments.
The Company does not hold cash equivalents or marketable
securities as of June 30, 2001 and has no plans to do so within
the next twelve months.
PART II. OTHER INFORMATION
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Huayang International Holdings, Inc.
Date: August 10, 2001 /s/ Gao WanJun
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Name: Gao WanJun
Title: President and Chief
Executive Officer
Date: August 10, 2001 /s/ Wang XiaoLuan
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Name: Wang XiaoLuan
Title: Vice President and Chief
Financial Officer
Date: August 10, 2001 /s/ Wang Yufei
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Name: Wang Yufei
Title: Secretary and Director