NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
|
1.
|
The Company and basis of presentation
|
The consolidated financial statements
include the financial statements of Highpower International, Inc. ("Highpower") and its subsidiaries, Hong Kong Highpower
Technology Company Limited ("HKHTC"), Shenzhen Highpower Technology Company Limited ("SZ Highpower"), Springpower
Technology (Shenzhen) Company Limited ("SZ Springpower"), Ganzhou Highpower Technology Company Limited ("GZ Highpower"),
Icon Energy System Company Limited ("ICON") and Huizhou Highpower Technology Company Limited (“HZ HTC”).
Highpower and its subsidiaries are collectively referred to as the "Company".
Basis of presentation
The accompanying consolidated
balance sheet as of December 31, 2015, which has been derived from audited financial statements, and the unaudited interim consolidated
financial statements as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015 have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and
disclosures, which are normally included in financial statements prepared in accordance with United States generally accepted accounting
principles (U.S. GAAP), have been condensed or omitted pursuant to such rules and regulations. The interim financial information
should be read in conjunction with the Financial Statements and the notes thereto included in the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2015, previously filed with the SEC on March 29, 2016.
In the opinion of management,
all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s consolidated
financial position as of September 30, 2016, its consolidated results of operations and cash flows for the nine months ended September
30, 2016 and 2015, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating
results for the full fiscal year or any future periods.
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
|
2.
|
Summary of significant accounting policies
|
Reclassification
The Company has reclassified
certain comparative balances in the consolidated balance sheet for December 31, 2015 to conform to the current period’s presentation.
The reclassification is related to the aggregation of the balance of prepayments and the balance of other receivables into the
balance of prepayments and other receivables. The reclassification did not have an impact on the reported total assets, liabilities
and stockholders’ equity.
Concentrations of credit risk
No customer accounted for 10%
or more of total sales during the three and nine months ended September 30, 2016 and 2015.
No supplier accounted for 10%
or more of the total purchase amount during the three and nine months ended September 30, 2016 and 2015.
No customer accounted for 10%
or more of the accounts receivable as of September 30, 2016. As of December 31, 2015, there was one major customer accounted for
11.3% of the accounts receivable.
Long-term investment
Investments in equity securities
of privately-held companies in which the Company holds less than 20% voting interest are accounted for under the cost method. Investments
in equity securities of privately-held companies in which the Company has between 20% and 50% of ownership interest in the voting
stock, and to which the Company does not have the ability to exercise significant influence are accounted for under the cost method.
Significant influence is generally considered to exist when the Company has between 20% and 50% of ownership interest in the voting
stock, but other factors, such as representation on the board of directors, voting rights and the impact of commercial arrangements,
are considered in determining whether the equity method of accounting is appropriate.
Entities in which the Company
has the ability to exercise significant influence, but does not have a controlling interest, are accounted for under the equity
method.
The Company evaluates potential
impairment whenever events or changes in circumstances indicate that the carrying amount of the investments may not be recoverable.
For investments carried at cost, the Company recognizes impairment in the event that the carrying value of the investment exceeds
the Company’s proportionate share of the net book value of the investee. As of September 30, 2016, management believes no
impairment charge is necessary.
Foreign currency translation
and transactions
Highpower’s functional
currency is the United States dollar ("US$"). HKHTC's functional currency is the Hong Kong dollar ("HK$").
The functional currency of the Company’s subsidiaries in the PRC is the Renminbi ("RMB").
Most of the Company’s oversea
sales are priced and settled with US$. At the date a foreign currency transaction is recognized, each asset, liability, revenue,
expense, gain, or loss arising from the transaction is measured initially in the functional currency of the recording entity by
use of the exchange rate in effect at that date. The increase or decrease in expected functional currency cash flows upon settlement
of a transaction resulting from a change in exchange rates between the functional currency and the currency in which the transaction
is denominated is recognized as foreign currency transaction gain or loss that is included in determining net income for the period
in which the exchange rate changes. At each balance sheet date, recorded balances that are denominated in a foreign currency are
adjusted to reflect the current exchange rate.
The Company’s reporting
currency is US$. Assets and liabilities of HKHTC and the PRC subsidiaries are translated at the current exchange rate at the balance
sheet dates, revenues and expenses are translated at the average exchange rates during the reporting periods, and equity accounts
are translated at historical rates. Translation adjustments are reported in other comprehensive income.
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
|
2.
|
Summary of significant accounting policies (continued)
|
Recently issued accounting
pronouncements
In May 2014, the FASB issued
Accounting Standards Update 2014-09, Revenue from Contracts with Customers, or ASU 2014-09. This new standard will replace all
current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides
a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue
to correlate with the transfer of promised goods or services to customers in an amount that reflects the consideration for which
the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB voted to defer the effective
date of ASU 2014-09 by one year, while allowing a company to adopt the new revenue standard early but not before the original effective
date. This guidance will be effective as to us on January 1, 2018 and can be applied either retrospectively to each period presented
or as a cumulative-effect adjustment as of the date of adoption. In April and May 2016, the FASB issued Accounting Standards Update
2016-10, Revenue from Contracts with Customers, or ASU 2016-10, and Accounting Standards Update 2016-12, Revenue from Contracts
with Customers, or ASU 2016-12, respectively. These new standards will identify performance obligations and narrow aspects on achieving
core principle. The Company is currently evaluating the impact of adopting these ASUs on our consolidated financial statements.
On February
25, 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). It requires that a lessee recognize the
assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability
to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the
lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of
underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize
and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities
should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within
those fiscal years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business
entities and all nonpublic business entities upon issuance. The Company is currently evaluating the impact of adopting ASU 2016-02
on our consolidated financial statements.
In March
2016, the FASB issued Accounting Standards Update (ASU) 2016-07, Investments-Equity Method and Joint Venture (Topic 323). The amendments
require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis
of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes
qualified for equity method accounting. It is effective for all entities for the fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2016. Earlier application is permitted. The Company did not earlier adopt ASU 2016-07
on our consolidated financial statement.
In August
2016, the FASB issued Accounting Standards Update (ASU) 2016-15, Statement of Cash Flows (Topic 230). The amendments in this Update
provide guidance on eight specific cash flow issue. It applies to all entities. For public business entities, the amendments in
this Update are effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods.
Early adoption is permitted for any entity in any interim or annual period. The Company is currently evaluating the impact of adopting
ASU 2016-09 on our consolidated financial statements.
In October
2016, the FASB issued Accounting Standards Update (ASU) 2016-16, Income Taxes (Topic 740). The amendments in this Update is to
improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory and align the recognition
of income tax consequences for intra-entity transfers of assets other than inventory with International Financial Reporting Standards
(IFRS). Public business entities should apply the amendments in ASU 2016-16 for fiscal years beginning after December 15, 2017,
including interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period.
The Company is currently evaluating the impact of adopting ASU 2016-16 on our consolidated financial statements.
We do not
believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on
the consolidated financial position, statements of operations and cash flows.
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
|
3.
|
Accounts receivable, net
|
As of September 30, 2016 and
December 31, 2015, accounts receivable consisted of the following:
|
|
September
30,
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
$
|
|
|
$
|
|
Accounts receivable
|
|
|
50,900,861
|
|
|
|
38,211,951
|
|
Less: allowance for doubtful debts
|
|
|
3,153,651
|
|
|
|
2,072,085
|
|
|
|
|
47,747,210
|
|
|
|
36,139,866
|
|
|
|
September
30,
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
$
|
|
|
$
|
|
Raw materials
|
|
|
5,672,375
|
|
|
|
4,320,455
|
|
Work in progress
|
|
|
6,333,943
|
|
|
|
4,568,530
|
|
Finished goods
|
|
|
8,800,643
|
|
|
|
9,994,401
|
|
Packing materials
|
|
|
19,237
|
|
|
|
17,167
|
|
Consumables
|
|
|
312,385
|
|
|
|
317,778
|
|
|
|
|
21,138,583
|
|
|
|
19,218,331
|
|
|
5.
|
Property, plant and equipment, net
|
|
|
September 30
,
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
$
|
|
|
$
|
|
Cost
|
|
|
|
|
|
|
|
|
Construction in progress
|
|
|
1,563,116
|
|
|
|
1,678,961
|
|
Furniture, fixtures and office equipment
|
|
|
4,105,945
|
|
|
|
3,882,594
|
|
Leasehold improvement
|
|
|
6,021,236
|
|
|
|
4,092,668
|
|
Machinery and equipment
|
|
|
28,368,017
|
|
|
|
29,295,041
|
|
Motor vehicles
|
|
|
1,617,034
|
|
|
|
1,643,173
|
|
Buildings
|
|
|
22,689,607
|
|
|
|
23,046,056
|
|
|
|
|
64,364,955
|
|
|
|
63,638,493
|
|
Less: accumulated depreciation
|
|
|
17,991,925
|
|
|
|
16,174,307
|
|
|
|
|
46,373,030
|
|
|
|
47,464,186
|
|
The Company recorded depreciation
expenses of $3,629,817 and $3,928,655 for the nine months ended September 30, 2016 and 2015, respectively, and $1,214,256 and $1,466,647
for the three months ended September 30, 2016 and 2015, respectively.
During the nine months ended
September 30, 2016, the Company deducted deferred income related to government grants of $33,019 on the carrying amount of property,
plant and equipment. During the year ended December 31, 2015, the Company deducted deferred income related to government grants
of $2,547,545 on the carrying amount of property, plant and equipment.
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
|
5.
|
Property, plant and equipment, net (continued)
|
The real estate properties
and buildings in Huizhou and Ganzhou have been pledged as collateral for short-term loans and bank acceptance bills drawn under
certain lines of credit as of September 30, 2016 and December 31, 2015. The real estate properties and buildings in Shenzhen have
been pledged as collateral for short-term loans and bank acceptance bills drawn under certain lines of credit as of September 30,
2016.
On April 1, 2016, the Company
entered into an investment agreement with Huizhou Yipeng Energy Technology Co. Ltd. ("Yipeng"), whereby the Company acquired
5% equity interest of Yipeng for RMB5,000,000 ($748,750). On June 30, 2016, the Company entered into an Agreement for Equity Transfer
and Capital Increase and Supplementary Agreements with Yipeng and the shareholders (collectively, the “Equity Purchase Agreement”).
Pursuant to the terms of the
Equity Purchase Agreement, the Company will purchase up to 50% of Yipeng’s equity on two dates: (1) on August 10, 2016, in
addition to the existing 5% shares of Yipeng, the Company agreed to pay approximately $2.2 million in cash and transfer equipment
worth approximately $6.8 million in exchange for the purchase of 30.4% of the shares of Yipeng, and (2) prior to November 5, 2016,
provided that Yipeng has been approved to be listed in the catalogue of Industrial Standards of Auto Mobile Power Battery Cell
(the “Catalogue”) prior to October 31, 2016, the Company will pay approximately $3.0 million in cash and transfer equipment
worth approximately $5.2 million in exchange for an additional 14.6% of the shares of Yipeng. The Company also has the right to
purchase in the future an additional 1% of the shares from Yipeng’s founding shareholders at a price of approximately $0.4
million which would result in an aggregate ownership of 51% of Yipeng.
On August 10, 2016, the Company
consummated the first closing pursuant to the terms of the Equity Purchase Agreement. As of September 30, 2016, the Company has
invested an aggregate of $9.7 million in exchange for 35.4% of the equity interest of Yipeng, which was recorded under equity method.
Yipeng failed to be listed in
the Catalogue prior to October 31, 2016 because the PRC government did not assess any new xEV cell and system manufacturers as
originally expected in September. As a result, the Company postponed the second capital injection until Yipeng is listed in the
Catalogue.
The equity in earnings of investee
was $218,903 for the nine and three months ended September 30, 2016. No impairment was recorded for the long-term investment as
of September 30, 2016.
The Company and its subsidiaries
file tax returns separately.
1) VAT
Pursuant to the Provisional Regulation
of the PRC on VAT and the related implementing rules, all entities and individuals ("taxpayers") that are engaged in
the sale of products in the PRC are generally required to pay VAT at a rate of 17% of the gross sales proceeds received, less any
deductible VAT already paid or borne by the taxpayers. Further, when exporting goods, the exporter is entitled to a portion of
or all the refund of VAT that it has already paid or incurred. The Company’s PRC subsidiaries are subject to VAT at 17% of
their revenues.
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
2) Income tax
United States
Highpower was incorporated in
Delaware and is subject to U.S. federal income tax with a system of graduated tax rates ranging from 15% to 35%. As Highpower does
not conduct any business in the U.S., it is not subject to U.S. federal income tax or Delaware franchise tax. No deferred U.S.
taxes are recorded since all accumulated profits in the PRC will be permanently reinvested in the PRC.
Hong Kong
HKHTC, which is incorporated
in Hong Kong, is subject to a corporate income tax rate of 16.5%.
PRC
In accordance with the relevant
tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable
tax rate on taxable income.
In China, the companies granted
with National High-tech Enterprise (“NHTE”) status enjoy 15% income tax rate. This status needs to be renewed every
three years. If these subsidiaries fail to renew NHTE status, they will be subject to income tax at a rate of 25% after the expiration
of NHTE status.
All the PRC subsidiaries received
NHTE status and enjoy 15% income tax rate for calendar year 2016 and 2015.
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
The components of the provision
for income taxes expenses are:
|
|
Three months ended
September 30,
|
|
|
Nine months ended
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Current
|
|
|
768,328
|
|
|
|
335,515
|
|
|
|
1,042,816
|
|
|
|
489,149
|
|
Deferred
|
|
|
737
|
|
|
|
(64,893
|
)
|
|
|
(63,934
|
)
|
|
|
(294,943
|
)
|
Total income tax expense
|
|
|
769,065
|
|
|
|
270,622
|
|
|
|
978,882
|
|
|
|
194,206
|
|
The reconciliation of income
tax expense computed at the statutory tax rate applicable to the Company to income tax expense is as follows:
|
|
Three months ended
September 30,
|
|
|
Nine months ended
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Income before tax
|
|
|
3,319,177
|
|
|
|
2,122,124
|
|
|
|
4,925,978
|
|
|
|
3,643,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes at applicable income tax rate
|
|
|
910,416
|
|
|
|
518,320
|
|
|
|
1,319,809
|
|
|
|
831,261
|
|
Effect of preferential tax rate
|
|
|
(512,709
|
)
|
|
|
(220,375
|
)
|
|
|
(652,587
|
)
|
|
|
(189,125
|
)
|
R&D expenses eligible for super deduction
|
|
|
3,385
|
|
|
|
4,494
|
|
|
|
(552,146
|
)
|
|
|
(551,113
|
)
|
Non-deductible expenses
|
|
|
27,767
|
|
|
|
14,206
|
|
|
|
142,103
|
|
|
|
41,107
|
|
Change in valuation allowance
|
|
|
340,206
|
|
|
|
(46,023
|
)
|
|
|
721,703
|
|
|
|
62,076
|
|
Effective enterprise income tax expense
|
|
|
769,065
|
|
|
|
270,622
|
|
|
|
978,882
|
|
|
|
194,206
|
|
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
3) Deferred tax assets
Deferred tax assets and deferred
tax liabilities reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purpose and the tax bases used for income tax purpose. The following represents the tax effect of each major type of
temporary difference.
|
|
September 30
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
$
|
|
|
$
|
|
Tax loss carry-forward
|
|
|
4,201,236
|
|
|
|
3,382,543
|
|
Allowance for doubtful receivables
|
|
|
130,937
|
|
|
|
47,197
|
|
Allowance for inventory obsolescence
|
|
|
114,068
|
|
|
|
217,733
|
|
Difference for sales cut-off
|
|
|
21,713
|
|
|
|
33,071
|
|
Deferred income
|
|
|
116,316
|
|
|
|
131,992
|
|
Property, plant and equipment subsidized by government grant
|
|
|
464,256
|
|
|
|
490,883
|
|
Total gross deferred tax assets
|
|
|
5,048,526
|
|
|
|
4,303,419
|
|
Valuation allowance
|
|
|
(3,480,882
|
)
|
|
|
(2,759,105
|
)
|
Total net deferred tax assets
|
|
|
1,567,644
|
|
|
|
1,544,314
|
|
The deferred tax assets arising from net operating
losses will expire from 2018 through 2021 if not utilized.
Valuation allowance was provided
against deferred tax assets in entities where it was determined it was more likely than not that the benefits of the deferred tax
assets will not be realized. The Company had deferred tax assets which consisted of tax loss carry-forwards and others, which can
be carried forward to offset future taxable income. The management determines it is more likely than not that part of deferred
tax assets could not be utilized, so allowance was provided as of September 30, 2016 and December 31, 2015.
Notes payable presented to certain
suppliers as a payment against the outstanding trade payables.
Notes payable are mainly bank
acceptance bills which are non-interest bearing and generally mature within six months. The outstanding bank acceptance bills are
secured by restricted cash deposited in banks. Outstanding bank acceptance bills were $32,048,210 and $30,379,170 as of September
30, 2016 and December 31, 2015, respectively.
As of September 30, 2016 and
December 31, 2015, the outstanding trade acceptances to suppliers were $nil and $110,996, respectively. These trade acceptances
were non-interest bearing and mature within one year. No security deposit is needed.
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
As of September 30, 2016 and
December 31, 2015, the bank borrowings were for working capital and capital expenditure purposes and were secured by personal guarantees
executed by certain directors of the Company, land use right with a carrying amount of $3,792,334 and $3,963,003, and the buildings
with carrying amount of $12,419,117 and $12,419,622, respectively.
The loans as of September 30,
2016 and December 31, 2015 were primarily obtained from four banks with interest rates both ranging from 4.35% to 6.06% per annum,
respectively. The interest expenses were $631,211 and $620,070 for the nine months ended September 30, 2016 and 2015, respectively.
The interest expenses were $209,931 and $200,914 for the three months ended September 30, 2016 and 2015, respectively.
|
10.
|
Non-financial institution borrowings
|
In April and May, 2016, the Company
obtained borrowings from a third party non-financial institution and an individual, which were used for working capital and capital
expenditure purposes. The borrowings are personally guaranteed by the Company’s Chief Executive Officer, Mr. Dang Yu Pan.
The interest rate for both borrowings
is 5.66% per annum, and would be repaid anytime no later than August 31, 2017. The interest expenses were $99,832 and $66,927 for
the nine and three months ended September 30, 2016, respectively.
The following table sets forth
the computation of basic and diluted earnings per common share for the nine and three months ended September 30, 2016 and 2015.
|
|
Three months ended
September 30,
|
|
|
Nine months ended
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the Company
|
|
|
2,651,306
|
|
|
|
1,943,345
|
|
|
|
4,360,480
|
|
|
|
3,687,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Basic
|
|
|
15,103,007
|
|
|
|
15,101,679
|
|
|
|
15,102,121
|
|
|
|
15,098,479
|
|
- Dilutive effects of equity incentive awards
|
|
|
12,402
|
|
|
|
47,208
|
|
|
|
2,793
|
|
|
|
269,063
|
|
- Diluted
|
|
|
15,115,409
|
|
|
|
15,148,887
|
|
|
|
15,104,914
|
|
|
|
15,367,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Basic
|
|
|
0.18
|
|
|
|
0.13
|
|
|
|
0.29
|
|
|
|
0.24
|
|
- Diluted
|
|
|
0.18
|
|
|
|
0.13
|
|
|
|
0.29
|
|
|
|
0.24
|
|
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
|
12.
|
Defined contribution plan
|
Full-time employees of the Company
in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical
care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the PRC
operating subsidiaries of the Company make contributions to the government for these benefits based on certain percentages of the
employees’ salaries. Except for contributions mentioned above, the Company has no legal obligation for the benefits beyond
the contributions made.
The total contributions made,
which were expensed as incurred, were $1,203,584 and $1,350,972 for the nine months ended September 30, 2016 and 2015, respectively,
and $448,921 and $524,083 for the three months ended September 30, 2016 and 2015, respectively.
|
13.
|
Commitments and contingencies
|
Investment commitment
On June 30, 2016, the Company
entered into the Equity Purchase Agreement with Yipeng and the shareholders. Up to the date of issuance of this condensed consolidated
financial statements, the Company postponed the second closing as a result of the unfulfilled contract conditions (see Note 6).
Contingencies
On January 14, 2016, FirsTrust
China, Ltd filed an amended complaint in the Delaware Chancery Court (amending its initial complaint filed February 25, 2015) naming
Highpower as the defendant asserting a cause of action for breach of contract and conversion of stock, and seeking damages in the
form of issuance of 150,000 shares or the value of such shares, plus interest thereon, attorneys’ fees and costs and expenses.
On February 4, 2016, Highpower filed an answer, affirmative defenses and counterclaim against FirsTrust asserting claims for equitable
rescission, declaratory relief and breach of contract, and seeking rescission of the contract, return of the 200,000 warrants and
150,000 shares of Highpower stock previously issued to FirsTrust, plus interest, attorneys’ fees and costs and expenses.
Highpower has also added as counter-defendants four individuals to whom it issued shares pursuant to FirsTrust’s request.
In April 2016, FirsTrust filed a motion for judgment on the pleadings with respect to its complaint and a hearing date is scheduled
for January 2017. FirsTrust has also filed a notice of a motion to dismiss Highpower’s counterclaim. The Company believes
that it has meritorious defenses to this claim and intends to defend the claim vigorously.
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
The reportable segments are components
of the Company that offer different products and are separately managed, with separate financial information available that is
separately evaluated regularly by the Company’s chief operating decision maker (“CODM”), the Chief Executive
Officer, in determining the performance of the business. The Company categorizes its business into three reportable segments, namely
(i) Lithium Batteries; (ii) Ni-MH Batteries; and (iii) New Materials.
The CODM evaluates performance
based on each reporting segment’s net sales, cost of sales, gross profit and total assets. Net sales, cost of sales, gross
profit and total assets by segments were set out as follows:
|
|
Three months ended
September 30,
|
|
|
Nine months ended
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lithium Batteries
|
|
|
34,534,959
|
|
|
|
16,964,109
|
|
|
|
73,516,791
|
|
|
|
55,851,039
|
|
Ni-MH Batteries
|
|
|
17,852,658
|
|
|
|
20,123,880
|
|
|
|
42,681,793
|
|
|
|
50,658,776
|
|
New Materials
|
|
|
1,755,299
|
|
|
|
468,837
|
|
|
|
3,773,697
|
|
|
|
1,820,460
|
|
Total
|
|
|
54,142,916
|
|
|
|
37,556,826
|
|
|
|
119,972,281
|
|
|
|
108,330,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lithium Batteries
|
|
|
25,308,736
|
|
|
|
12,888,378
|
|
|
|
56,673,672
|
|
|
|
44,528,861
|
|
Ni-MH Batteries
|
|
|
13,428,780
|
|
|
|
16,889,621
|
|
|
|
31,904,135
|
|
|
|
40,455,557
|
|
New Materials
|
|
|
1,738,304
|
|
|
|
562,152
|
|
|
|
4,206,668
|
|
|
|
2,009,708
|
|
Total
|
|
|
40,475,820
|
|
|
|
30,340,151
|
|
|
|
92,784,475
|
|
|
|
86,994,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lithium Batteries
|
|
|
9,226,223
|
|
|
|
4,075,731
|
|
|
|
16,843,119
|
|
|
|
11,322,178
|
|
Ni-MH Batteries
|
|
|
4,423,878
|
|
|
|
3,234,259
|
|
|
|
10,777,658
|
|
|
|
10,203,219
|
|
New Materials
|
|
|
16,995
|
|
|
|
(93,315
|
)
|
|
|
(432,971
|
)
|
|
|
(189,248
|
)
|
Total
|
|
|
13,667,096
|
|
|
|
7,216,675
|
|
|
|
27,187,806
|
|
|
|
21,336,149
|
|
|
|
September 30, 2016
|
|
|
December 31,2015
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
$
|
|
|
$
|
|
Total Assets
|
|
|
|
|
|
|
|
|
Lithium Batteries
|
|
|
108,504,795
|
|
|
|
82,006,317
|
|
Ni-MH Batteries
|
|
|
44,973,142
|
|
|
|
41,590,201
|
|
New Materials
|
|
|
12,156,340
|
|
|
|
10,607,966
|
|
Total
|
|
|
165,634,277
|
|
|
|
134,204,484
|
|
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
|
14.
|
Segment information (continued)
|
All long-lived assets of the
Company are located in the PRC. Geographic information about the sales and accounts receivable based on the location of the Company’s
customers were set out as follows:
|
|
Three months ended
September 30,
|
|
|
Nine months ended
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China Mainland
|
|
|
30,591,678
|
|
|
|
14,926,318
|
|
|
|
67,976,689
|
|
|
|
48,241,708
|
|
Asia, others
|
|
|
13,848,563
|
|
|
|
13,014,689
|
|
|
|
32,123,986
|
|
|
|
35,094,329
|
|
Europe
|
|
|
6,954,787
|
|
|
|
8,430,503
|
|
|
|
13,479,114
|
|
|
|
19,996,003
|
|
North America
|
|
|
2,451,441
|
|
|
|
934,880
|
|
|
|
5,371,275
|
|
|
|
4,275,438
|
|
South America
|
|
|
171,090
|
|
|
|
143,795
|
|
|
|
650,061
|
|
|
|
445,368
|
|
Africa
|
|
|
102,770
|
|
|
|
53,099
|
|
|
|
152,771
|
|
|
|
156,906
|
|
Others
|
|
|
22,587
|
|
|
|
53,542
|
|
|
|
218,385
|
|
|
|
120,523
|
|
|
|
|
54,142,916
|
|
|
|
37,556,826
|
|
|
|
119,972,281
|
|
|
|
108,330,275
|
|
|
|
September 30, 2016
|
|
|
December 31, 2015
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
$
|
|
|
$
|
|
Accounts receivable
|
|
|
|
|
|
|
|
|
China Mainland
|
|
|
34,047,810
|
|
|
|
23,832,388
|
|
Asia, others
|
|
|
8,884,478
|
|
|
|
6,443,781
|
|
Europe
|
|
|
3,981,111
|
|
|
|
5,324,389
|
|
North America
|
|
|
757,830
|
|
|
|
433,458
|
|
South America
|
|
|
61,296
|
|
|
|
-
|
|
Africa
|
|
|
-
|
|
|
|
55,240
|
|
Others
|
|
|
14,685
|
|
|
|
50,610
|
|
|
|
|
47,747,210
|
|
|
|
36,139,866
|
|
|
15.
|
Related party balance and transaction
|
Related party balance
The outstanding amounts of Yipeng
were as follow:
|
|
September 30, 2016
|
|
|
December 31, 2015
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
$
|
|
|
$
|
|
Accounts receivable
|
|
|
2,567,953
|
|
|
|
-
|
|
Other receivable(1)
|
|
|
392,571
|
|
|
|
-
|
|
Account due from Yipeng
|
|
|
2,960,524
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Accounts payable (2)
|
|
|
779,173
|
|
|
|
-
|
|
Other payable (3)
|
|
|
758,592
|
|
|
|
-
|
|
Amount due to Yipeng
|
|
|
1,537,765
|
|
|
|
-
|
|
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(Stated in US Dollars)
|
15.
|
Related party balance and transaction (continued)
|
|
(1)
|
Other receivable represented the difference between the transfer of equipment to Yipeng approximately
$7.1 million and the capital injection in Yipeng by equipment approximately $6.8 million.
|
|
(2)
|
Accounts payable represented technical support fee payable
to Yipeng.
|
|
(3)
|
Other payable represented the sales security deposit paid
by Yipeng.
|
Related party transaction
The details of the related party
transactions were as follows:
|
|
Three months ended
September 30,2016
|
|
|
Period from May 2,2016
to September 30,2016
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
Income:
|
|
|
|
|
|
|
|
|
Sales-Yipeng
|
|
|
2,679,711
|
|
|
|
3,944,645
|
|
Rental income-Yipeng
|
|
|
11,585
|
|
|
|
33,044
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Technical support expenses-Yipeng
|
|
|
790,622
|
|
|
|
790,622
|
|
The Company has evaluated subsequent events through
the issuance of the condensed consolidated financial statements and no subsequent event is identified.
Item2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion relates to the
financial condition and results of operations of Highpower International, Inc. (the “Company”) and its wholly-owned
subsidiary, Hong Kong Highpower Technology Company Limited (“HKHTC”), HKHTC’s wholly-owned subsidiaries Shenzhen
Highpower Technology Company Limited (“SZ Highpower”) and Icon Energy System Company Limited (“ICON”);
SZ Highpower’s wholly-owned subsidiary, Huizhou Highpower Technology Company Limited (“HZ HTC”) and its 70%-owned
subsidiary Ganzhou Highpower Technology Company Limited (“GZ Highpower”); and SZ Highpower’s and HKHTC’s
jointly owned subsidiary, Springpower Technology (Shenzhen) Company Limited (“SZ Springpower”).
Forward-Looking Statements
This management’s discussion and
analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial
statements and the related notes that are included in this Quarterly Report and the audited consolidated financial statements and
related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained
in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with SEC on March 29, 2016 (the “Annual Report”).
This report contains forward-looking statements
that involve substantial risks and uncertainties. All statements other than historical facts contained in this report, including
statements regarding our future financial position, results of operations, cash flows, business strategy and plans and objectives
of management for future operations, are forward-looking statements. The words “anticipates,” “believes,”
“expects,” “plans,” “intends,” “seeks,” “estimates,” “projects,”
“predicts,” “could,” “should,” “would,” “will,” “may,”
“might,” and similar expressions, or the negative of such expressions, are intended to identify forward-looking statements.
Such statements reflect management’s current views with respect to future events and financial performance and involve risks
and uncertainties, including, without limitation, economic downturn and uncertainty in Asia and Europe adversely affecting demand
for our products; fluctuations in the cost of raw materials; our dependence on, or inability to attract additional, major customers
for a significant portion of our net sales; our ability to increase manufacturing capabilities to satisfy orders from new customers;
our ability to maintain increased margins; changes in the laws of the PRC that affect our operations; the devaluation of the U.S.
Dollar relative to the Renminbi; our dependence on the growth in demand for portable electronic devices and the success of manufacturers
of the end applications that use our battery products; our responsiveness to competitive market conditions; our ability to successfully
manufacture our products in the time frame and amounts expected; the market acceptance of our battery products, including our lithium
products; our ability to successfully develop products for and penetrate the electric transportation market; our ability to continue
R&D development to keep up with technological changes; our exposure to product liability, safety, and defect claims; rising
labor costs, volatile metal prices, and inflation; changes in foreign, political, social, business and economic conditions that
affect our production capabilities or demand for our products; and various other matters, many of which are beyond our control.
Actual results may vary materially and adversely from those anticipated, believed, estimated or otherwise indicated should one
or more of these risks or uncertainties occur or if any of the risks or uncertainties described elsewhere in this report or in
the “Risk Factors” section of our Annual Report occur. Consequently, all of the forward-looking statements made in
this filing are qualified by these cautionary statements and there can be no assurance of the actual results or developments.
Overview
Highpower was incorporated in the state
of Delaware on January 3, 2006 and was originally organized as a “blank check” shell company to investigate and acquire
a target company or business seeking the perceived advantages of being a publicly held corporation. On November 2, 2007, we closed
a share exchange transaction, pursuant to which we (i) became the 100% parent of HKHTC and its wholly-owned subsidiary, SZ Highpower,
(ii) assumed the operations of HKHTC and its subsidiary and (iii) changed our name to Hong Kong Highpower Technology, Inc. We subsequently
changed our name to Highpower International, Inc. in October 2010.
HKHTC was incorporated in Hong Kong in
2003 under the Companies Ordinance of Hong Kong. HKHTC formed HZ Highpower and SZ Springpower in 2008.HZ Highpower was dissolved
in 2015. On October 8, 2013, SZ Springpower further increased its registered capital to $15,000,000. SZ Highpower holds 69.97%
of the equity interest of SZ Springpower, and HKHTC holds the remaining 30.03%. In February 2011, HKHTC formed another wholly-owned
subsidiary, Icon Energy System Company Limited, a company organized under the laws of the PRC, which commenced operations in July
2011.
On May 15, 2013, GZ Highpower increased
its paid-in capital from RMB15,000,000 ($2,381,293) to RMB30,000,000 ($4,807,847). On November 13, 2014, GZ Highpower increased
its paid-in capital from RMB30,000,000 ($4,898,119) to RMB40,000,000 ($6,530,825) and the additional capital of RMB10,000,000 was
contributed by SZ Highpower. As of September 30, 2016, SZ Highpower holds 70% of the equity interest of GZ Highpower, and four
individuals hold the remaining 30%.
Through SZ Highpower, we manufacture Nickel
Metal Hydride (“Ni-MH”) batteries for both consumer and industrial applications. We have developed significant expertise
in Ni-MH battery technology and large-scale manufacturing that enables us to improve the quality of our battery products, reduce
costs, and keep pace with evolving industry standards. In 2008, we commenced manufacturing two lines of Lithium-Ion (“Li-ion”)
and Lithium polymer rechargeable batteries through SZ Springpower for higher-end, high-performance applications, such as laptops,
digital cameras and wireless communication products. In March 2012, SZ Highpower formed a wholly-owned subsidiary HZ HTC. In March
2015, HZ HTC increased its paid-in capital to RMB60,000,000 ($9,496,526). Through HZ HTC, we manufacture Lithium batteries that
consist of xEV batteries, polymer rechargeable batteries and cylindrical batteries. Our automated machinery allows us to process
key aspects of the manufacturing process to ensure high uniformity and precision, while leaving the non-key aspects of the manufacturing
process to manual labor.
On August 30, 2016, HKHTC entered into
a non-binding Cooperation Framework Agreement (the “Framework Agreement”) with Anshan Co-operation (Group) Co., Ltd.
(“ACOC”) under which ACOC proposed to purchase newly issued shares of SZ Highpower, SZ Springpower and ICON for RMB540
million (approximately $81.0 million), which would be paid directly to the subsidiaries. As a result of its purchase, ACOC would
hold more than 50% in each PRC subsidiary. The Framework Agreement includes a 90 day exclusivity provision and supersedes the non-binding
proposal from ACOC received by the Company on November 27, 2015. In 2015, after receiving the original non-binding proposal, the
Company's Board of Directors formed a special committee consisting of the following independent directors to consider the proposed
transaction: Ping Li, who serves as chairman, Xinhai Li and T. Joseph Fisher, III. The special committee retained independent legal
and financial advisors to assist it in the process. The special committee is continuing to review the proposed transaction.
We employ a broad network of sales staff
in China and Hong Kong, which target key customers by arranging in-person sales presentations and providing post-sale services.
The sales staff works with our customers to better address customers’ needs.
Critical Accounting Policies
See note 2 to the accompanying unaudited condensed consolidated
financial statements for our critical accounting policies.
Results of Operations
The following table sets forth the unaudited
consolidated statements of operations of the Company for the three and nine months ended September 30, 2016 and 2015, both in dollars
and as a percentage of net sales.
Consolidated Statements of Operations
(in thousands except share and per share
information)
|
|
Three months ended September 30,
|
|
|
Nine months ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Net sales
|
|
|
54,143
|
|
|
|
100.0
|
%
|
|
|
37,557
|
|
|
|
100.0
|
%
|
|
|
119,972
|
|
|
|
100.0
|
%
|
|
|
108,330
|
|
|
|
100.0
|
%
|
Cost of sales
|
|
|
(40,476
|
)
|
|
|
(74.8
|
)%
|
|
|
(30,340
|
)
|
|
|
(80.8
|
)%
|
|
|
(92,784
|
)
|
|
|
(77.3
|
)%
|
|
|
(86,994
|
)
|
|
|
(80.3
|
)%
|
Gross profit
|
|
|
13,667
|
|
|
|
25.2
|
%
|
|
|
7,217
|
|
|
|
19.2
|
%
|
|
|
27,188
|
|
|
|
22.7
|
%
|
|
|
21,336
|
|
|
|
19.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
(3,030
|
)
|
|
|
(5.6
|
)%
|
|
|
(1,963
|
)
|
|
|
(5.2
|
)%
|
|
|
(6,688
|
)
|
|
|
(5.6
|
)%
|
|
|
(5,635
|
)
|
|
|
(5.2
|
)%
|
Selling and distribution expenses
|
|
|
(1,881
|
)
|
|
|
(3.5
|
)%
|
|
|
(1,713
|
)
|
|
|
(4.6
|
)%
|
|
|
(4,956
|
)
|
|
|
(4.1
|
)%
|
|
|
(5,109
|
)
|
|
|
(4.7
|
)%
|
General and administrative expenses
|
|
|
(5,936
|
)
|
|
|
(11.0
|
)%
|
|
|
(3,296
|
)
|
|
|
(8.8
|
)%
|
|
|
(12,255
|
)
|
|
|
(10.2
|
)%
|
|
|
(9,744
|
)
|
|
|
(9.0
|
)%
|
Foreign currency transaction gain
|
|
|
127
|
|
|
|
0.2
|
%
|
|
|
1,458
|
|
|
|
3.9
|
%
|
|
|
637
|
|
|
|
0.5
|
%
|
|
|
1,902
|
|
|
|
1.8
|
%
|
Total operating expenses
|
|
|
(10,720
|
)
|
|
|
(19.8
|
)%
|
|
|
(5,514
|
)
|
|
|
(14.7
|
)%
|
|
|
(23,262
|
)
|
|
|
(19.4
|
)%
|
|
|
(18,586
|
)
|
|
|
(17.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
2,947
|
|
|
|
5.4
|
%
|
|
|
1,703
|
|
|
|
4.5
|
%
|
|
|
3,926
|
|
|
|
3.3
|
%
|
|
|
2,750
|
|
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) gain on change of fair value of warrant liability
|
|
|
(11
|
)
|
|
|
0.0
|
%
|
|
|
511
|
|
|
|
1.4
|
%
|
|
|
115
|
|
|
|
0.1
|
%
|
|
|
942
|
|
|
|
0.9
|
%
|
Other income
|
|
|
506
|
|
|
|
0.9
|
%
|
|
|
155
|
|
|
|
0.4
|
%
|
|
|
1,718
|
|
|
|
1.4
|
%
|
|
|
742
|
|
|
|
0.7
|
%
|
Investment income
|
|
|
219
|
|
|
|
0.4
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
219
|
|
|
|
0.2
|
%
|
|
|
-
|
|
|
|
-
|
|
Interest expenses
|
|
|
(342
|
)
|
|
|
(0.6
|
)%
|
|
|
(247
|
)
|
|
|
(0.7
|
)%
|
|
|
(1,052
|
)
|
|
|
(0.9
|
)%
|
|
|
(791
|
)
|
|
|
(0.7
|
)%
|
Income before taxes
|
|
|
3,319
|
|
|
|
6.1
|
%
|
|
|
2,122
|
|
|
|
5.7
|
%
|
|
|
4,926
|
|
|
|
4.1
|
%
|
|
|
3,643
|
|
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes expenses
|
|
|
(769
|
)
|
|
|
(1.4
|
)%
|
|
|
(271
|
)
|
|
|
(0.7
|
)%
|
|
|
(979
|
)
|
|
|
(0.8
|
)%
|
|
|
(194
|
)
|
|
|
(0.2
|
)%
|
Net income
|
|
|
2,550
|
|
|
|
4.7
|
%
|
|
|
1,851
|
|
|
|
4.9
|
%
|
|
|
3,947
|
|
|
|
3.3
|
%
|
|
|
3,449
|
|
|
|
3.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: net loss attributable to non-controlling interest
|
|
|
(101
|
)
|
|
|
(0.2
|
)%
|
|
|
(92
|
)
|
|
|
(0.2
|
)%
|
|
|
(413
|
)
|
|
|
(0.3
|
)%
|
|
|
(238
|
)
|
|
|
(0.2
|
)%
|
Net income attributable to the Company
|
|
|
2,651
|
|
|
|
4.9
|
%
|
|
|
1,943
|
|
|
|
5.2
|
%
|
|
|
4,360
|
|
|
|
3.6
|
%
|
|
|
3,687
|
|
|
|
3.4
|
%
|
Three months ended September 30, 2016 and 2015
Net sales
We generate revenues from the sale of our Lithium batteries,
Ni-MH batteries and new materials for three months ended September 30, 2016 and 2015. Revenues by segment were as follows (in thousands):
|
|
Three months ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
Net sales
|
|
|
|
|
|
|
|
|
Lithium Batteries
|
|
|
34,535
|
|
|
|
16,964
|
|
Ni-MH Batteries
|
|
|
17,853
|
|
|
|
20,124
|
|
New Materials
|
|
|
1,755
|
|
|
|
469
|
|
Total
|
|
|
54,143
|
|
|
|
37,557
|
|
Net sales for the three months ended September
30, 2016 were $54.1 million compared to $37.6 million for the three months ended September 30, 2015, an increase of $16.5 million,
or 44.2%. The increase was mainly due to a $17.6 million increase in net sales of our Lithium batteries (resulting from a 129.4%
increase in the volume, measured in ampere hour, of batteries sold and a 11.3% decrease in the average selling price of such batteries).
Cost of sales
Cost of sales mainly consists of nickel,
cobalt, lithium derived materials, labor, and overhead. Costs of sales were $40.5 million for the three months ended September
30, 2016, as compared to $30.3 million for the comparable period in 2015. The increase was mainly due to the increase in net sales
of our Lithium batteries.
Gross profit
Gross profit for the three months ended
September 30, 2016 was $13.7 million, or 25.2% of net sales, compared to $7.2 million, or 19.2% of net sales for the comparable
period in 2015. Management considers gross profit margin a key performance indicator in managing our business. Gross profit margins
are usually a factor of cost of sales, product mix and demand for product. This increase was attributed to the increase in volume
of sales of our Lithium batteries, the reduction in the material purchase cost for the Lithium and Ni-MH Batteries, and improvement
in our labor efficiency.
To cope with pressure on our gross margins
we control production costs by preparing budgets for each department and comparing actual costs with our budgeted figures monthly
and quarterly. Additionally, we have reorganized the Company’s production structure and have focused more attention on employee
training to enhance efficiency.
Research and development
Research and development expenses were
$3.0 million, or 5.6% of net sales, for the three months ended September 30, 2016, as compared to $2.0 million, or 5.2% of net
sales for the comparable period in 2015. This increase was primarily due to the increase of technology input on Lithium batteries.
Selling and distribution expenses
Selling and distribution expenses were
$1.9 million, or 3.5% of net sales, for the three months ended September 30, 2016 compared to $1.7 million, or 4.6% of net sales,
for the comparable period in 2015.
General and administrative expenses
General and administrative expenses were
$5.9 million, or 11.0% of net sales, for the three months ended September 30, 2016, compared to $3.3 million, or 8.8% of net sales,
for the comparable period in 2015. This increase was primarily due to a one-time expense of $1.7 from the allowance for doubtful
accounts.
Foreign currency transaction
gain
We experienced a gain of $0.1 million for
the three months ended September 30, 2016 and a gain of $1.5 million for the three months ended September 30, 2015 on the exchange
rate difference between the U.S. Dollar and the RMB. The gain in exchange rate difference was due to the influence of the RMB relative
to the U.S. Dollar over the respective periods.
Interest expenses
Interest expenses were $0.3 million for
the three months ended September 30, 2016, as compared to $0.2 million for the comparable period in 2015. The increase was mainly
due to the increase of non-financial borrowings.
Other income
Other income, which consists of bank interest
income, government grants and sundry income, was approximately $0.5 million for the three months ended September 30, 2016, as compared
to approximately $0.2 million for the comparable period in 2015, an increase of $0.3 million. The increase was mainly due to the
increase of income from government subsidies.
Investment income
Investment income, which represents a gain
from a related party (Yipeng), was approximately $0.2 million for the three months ended September 30, 2016.
Change in fair value change of warrant
liabilities
Change in fair value change of warrant
liabilities was a loss of $11,150 for the three months ended September 30, 2016, as compared to a gain of $0.5 million, for the
comparable period in 2015. It represented the fair value change of 500,000 shares of warrants issued on April 17, 2014.
Income tax expense
During the three months ended September
30, 2016, we recorded provision for income tax expense of $0.8 million as compared to income tax expense of $0.3 million for the
comparable period in 2015.
Net income
Net income attributable to the Company
(excluding net loss attributable to non-controlling interest) for the three months ended September 30, 2016 was $2.7, compared
to net income attributable to the Company (excluding net loss attributable to non-controlling interest) of $1.9 million for the
comparable period in 2015.
Nine months Ended September 30, 2016 and 2015
Net sales
We generate revenues from the sale of our Lithium batteries,
Ni-MH batteries and new materials. Revenues by segment were as follows (in thousands):
|
|
Nine months ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
Net sales
|
|
|
|
|
|
|
|
|
Lithium Batteries
|
|
|
73,517
|
|
|
|
55,851
|
|
Ni-MH Batteries
|
|
|
42,682
|
|
|
|
50,659
|
|
New Materials
|
|
|
3,773
|
|
|
|
1,820
|
|
Total
|
|
|
119,972
|
|
|
|
108,330
|
|
Net sales for the nine months ended September
30, 2016 were $120.0 million compared to $108.3 million for the nine months ended September 30, 2015, an increase of $11.7 million,
or 10.7%. The increase was due to a $17.7 million increase in net sales of our Lithium batteries (resulting from a 62.0% increase
in the volume and a18.7% decrease in the average selling price of such batteries).
Cost of sales
Cost of sales mainly consists of nickel,
cobalt, lithium derived materials, labor, and overhead. Costs of sales were $92.8 million for the nine months ended September 30,
2016, as compared to $87.0 million for the comparable period in 2015. The increase was due to the increase in net sales of our
Lithium batteries.
Gross profit
Gross profit for the nine months ended
September 30, 2016 was $27.2 million, or 22.7% of net sales, compared to $21.3 million, or 19.7% of net sales for the comparable
period in 2015. Management considers gross profit margin a key performance indicator in managing our business. Gross profit margins
are usually a factor of cost of sales, product mix and demand for product. This increase was attributed to an increase in sales
volume of our Lithium batteries, the reduction in the material purchase cost for the Lithium and Ni-MH Batteries, and improvement
in our labor efficiency.
To cope with pressure on our gross margins
we control production costs by preparing budgets for each department and comparing actual costs with our budgeted figures monthly
and quarterly. Additionally, we have reorganized the Company’s production structure and have focused more attention on employee
training to enhance efficiency.
Research and development
Research and development expenses were
approximately $6.7 million, or 5.6% of net sales, for the nine months ended September 30, 2016 as compared to approximately $5.6
million, or 5.2% of net sales, for the comparable period in 2015. This increase was primarily due to the increase of technology
input on Lithium batteries.
Selling and distribution expenses
Selling and distribution expenses were
$5.0 million, or 4.1% of net sales, for the nine months ended September 30, 2016 compared to $5.1 million, or 4.7% of net sales,
for the comparable period in 2015.
General and administrative expenses
General and administrative expenses were
$12.3 million, or 10.2% of net sales, for the nine months ended September 30, 2016, compared to $9.7 million, or 9.0% of net sales,
for the comparable period in 2015. This increase was primarily due to a one-time expense of $1.7 million from the allowance for
doubtful accounts.
Foreign currency transaction gain
We experienced a gain of $0.6 million for
the nine months ended September 30, 2016 and a gain of $1.9 million for the nine months ended September 30, 2015 on the exchange
rate difference between the U.S. Dollar and the RMB. The gain in exchange rate difference was due to the depreciation of the RMB
relative to the U.S. Dollar over the respective periods.
Interest expenses
Interest expenses were $1.1 million for
the nine months ended September 30, 2016, as compared to $0.8 million for the comparable period in 2015. The increase in interest
expense was due to an increase in borrowing.
Other income
Other income, which consists of bank interest
income, government grants and sundry income, was approximately $1.7 million for the nine months ended September 30, 2016, as compared
to approximately $0.7 million for the comparable period in 2015. The increase was mainly due to an increase of $1.1 million income
from government subsidiary.
Investment income
Investment income, which represents a gain
from a related party (Yipeng), was approximately $0.2 million for the nine months ended September 30, 2016.
Gain on fair value change of warrant
liabilities
Gain on fair value change of warrant liabilities
was $0.1 million for the nine months ended September 30, 2016, as compared to $0.9 million for the nine months ended September
30, 2015. It represented the fair value change of 500,000 shares of warrants issued on April 17, 2014.
Income tax expense
During the nine months ended September
30, 2016, we recorded provision for income tax expense of $1.0 million as compared to income tax expense of $0.2 million for the
comparable period in 2015.
Net income
Net income attributable to the Company
(excluding net loss attributable to non-controlling interest) for the nine months ended September 30, 2016 was $4.4 million, compared
to net income attributable to the Company (excluding net loss attributable to non-controlling interest) of $3.7 million for the
comparable period in 2015.
Foreign Currency and Exchange Risk
Though the reporting currency is the U.S.
Dollar, the Company maintains its financial records in the functional currency of Renminbi (“RMB”). Substantially all
of our operations are conducted in the PRC and we pay the majority of our expenses in RMB. Approximately 43.0% of our sales are
made in U.S. Dollars. During the nine months ended September 30, 2016, the exchange rate of the RMB to the U.S. Dollar devaluated
2.7% from the level at the end of December 31, 2015. Appreciation of the RMB against the U.S. Dollar would increase our costs when
translated into U.S. Dollars and could adversely affect our margins unless we make sufficient offsetting sales. Exchange rate fluctuations
may also affect the value, in U.S. Dollar terms, of our net assets. In addition, the RMB is not freely convertible into foreign
currency and all foreign exchange transactions must take place through authorized institutions. Due to the volatility of the US
Dollar to our functional currency the Company put into place a hedging program to attempt to protect it from significant changes
to the US Dollar which affects the value of its US dollar receivables and sales.
Liquidity and Capital Resources
We had cash of approximately $13.5 million
as of September 30, 2016, as compared to $5.8 million as of December 31, 2015. Our funds are kept in financial institutions located
in the PRC, which do not provide insurance for amounts on deposit. Moreover, we are subject to the regulations of the PRC which
restrict the transfer of cash from the PRC, except under certain specific circumstances. Accordingly, such funds may not be readily
available to us to satisfy obligations incurred outside the PRC.
To provide liquidity and flexibility in
funding our operations, we borrowed funds under bank facilities and other external sources of financing. As of September 30, 2016,
we had lines of credit with 6 financial institutions aggregating $57.9 million. The maturity of these facilities is generally from
one year to three years. The facilities are subject to regular review and approval. Certain of these banking facilities are guaranteed
by our Chief Executive Officer, Mr. Dang Yu Pan, pledged by land use right and buildings, and contain customary affirmative and
negative covenants for secured credit facilities of this type. Interest rates are generally based on the banks’ reference
lending rates. No significant commitment fees are required to be paid for the banking facilities. As of September 30, 2016, we
had utilized approximately $40.0 million under such general credit facilities and had available unused credit facilities of $17.9
million.
For the nine months ended September 30,
2016, net cash provided by operating activities was approximately $7.2 million, as compared to $6.1 million used in operating activities
for the comparable period in 2015. The net cash increase of $13.3 million provided by operating activities is primarily attributable
to, among other items, an increase of $18.0 million in cash inflow from accounts payable, an increase of $8.9 million in outflow
from accounts receivable and an increase of $2.8 million in inflow from other payables.
Net cash used in investing activities was
$11.5 million for the nine months ended September 30, 2016 compared to $7.3 million for the comparable period in 2015. The net
increase of $4.2 million of cash used in investing activities was attributable to an increase of $3.0 million in cash outflow from
payment for long-term investment and an increase of $1.1 million in cash outflow from acquisition of plant and equipment.
Net cash provided by financing activities
was $13.3 million during the nine months ended September 30, 2016, as compared to $7.2 million provided by financing activities
for the comparable period in 2015. The net increase of $6.1 million in net cash provided by financing activities was primarily
attributable to an increase of $6.9 million in proceeds from short-term bank loans and an increase of $4.6 million in proceeds
from non-financial institution borrowing, a decrease of $7.4 million in proceeds from notes payable, a decrease of $4.1 million
in repayment of notes payable, and a decrease of $1.9 million in change in restricted cash.
For the nine months ended September 30,
2016 and 2015, our inventory turnover was 6.1 times and 5.2 times, respectively. The average days outstanding of our accounts receivable
at September 30, 2016 was 94 days, as compared to 85 days at September 30, 2015. Inventory turnover and average days outstanding
of accounts receivable are key operating measures that management relies on to monitor our business.
In the next 12 months, we expect to expand
our research, development and manufacturing capacity of lithium-based batteries and we anticipate additional capital expenditures.
Currently our lithium batteries production capacity has been almost full, which limited our ambition to meet increasing demand
from lithium market. Considering the current debt ratio, it is not easy to get sufficient debt loan to support our production capacity
expansion blueprint. That’s the main reason that we are now focus on equity financing to support the company long term development.
The use of working capital is primarily
for the maintenance of our accounts receivable and inventory. We provide our major customers with payment terms ranging from 30
to 90 days. Additionally, our production lead time is approximately 30 to 40 days, from the inspection of incoming materials, to
production, testing and packaging. We need to keep a large supply of raw materials, work-in-process and finished goods inventory
on hand to ensure timely delivery of our products to customers. We use two methods to support our working capital needs: (i) paying
our suppliers under payment terms ranging from 60 to 120 days; and (ii) using short-term bank loans. Upon receiving payment for
our accounts receivable, we pay our short-term loans. Our working capital management practices are designed to ensure that we maintain
sufficient working capital.
Recent Accounting Pronouncements
Please refer to Note 2 (Recently issued
accounting pronouncements).