See accompanying notes to unaudited condensed consolidated financial statements.
See accompanying notes to unaudited condensed consolidated financial statements.
The following table shows a reconciliation of cash, cash equivalents and restricted cash on the condensed consolidated balance sheets to that presented in the above condensed consolidated statements of cash flows.
See accompanying notes to unaudited condensed consolidated financial statements
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Basis of presentation and significant concentrations and risks
(a) Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the United States Securities and Exchange Commission ("SEC"). The condensed consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated financial statements of China XD Plastics Company Limited ("China XD") and subsidiaries (collectively, the "Company"). The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated balance sheet of the Company as of December 31, 2018, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, included in the Company's Annual Report on Form 10-K filed with the SEC on April 15, 2019.
In the opinion of the management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of March 31, 2019, the results of operations and cash flows for the three-month periods ended March 31, 2019 and 2018, have been made.
The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the recoverability of the carrying amounts of property, plant and equipment, the realizability of inventories, the useful lives of property, plant and equipment, the collectability of accounts receivable, the accruals for tax uncertainties and other contingencies, and the discount rate used to determine the present value of the lease payments. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions.
(b) Accounting pronouncement adopted in 2019
In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months, in addition to those currently recorded, on the Company’s consolidated balance sheets. Presentation of leases within the consolidated statements of comprehensive income and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The Company has adopted this ASU on January 1, 2019 using a modified retrospective approach by recognizing a cumulative-effect adjustment to
the opening balance of retained earnings. This adoption approach resulted in a balance sheet presentation that was not be comparable to the prior period in the first year of adoption. Additionally, the Company used the package of practical expedients that allowed the Company to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The adoption of the standard resulted in recognition of right-of-use (“ROU”) assets and lease liabilities of approximately US$16.1 million and US$16.8 million, respectively, as of January 1, 2019. The difference between the initial operating right-of-use asset and operating lease liability of US$0.8 million was accrued rent previously recognized under ASC 840. There was no cumulative effect on retained earnings as of January 1, 2019 as a result of adoption.
In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). The new guidance allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The Company has adopted the standard on January 1, 2019, and there was no material impact on its consolidated financial statements as a result of the adoption.
In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The new guidance largely aligns the accounting for share-based awards issued to employees and nonemployees. Existing guidance for employee awards will apply to non-employee share-based transactions with limited exceptions. The new guidance also clarifies that any share based payment awards issued to customers should be evaluated under ASC 606, Revenue from Contracts with Customers. The Company has adopted the standard on January 1, 2019, and there was no material impact on its consolidated financial statements as a result of the adoption.
(c) Significant concentrations and risks
Sales concentration
The Company sells its products primarily through approved distributors in the People's Republic of China (the "PRC"). The Company's sales are highly concentrated. Sales to distributors individually exceeded 10% of the Company's revenues for the three-month periods ended March 31, 2019 and 2018, are as follows:
|
For the Three-Month Period Ended March 31,
|
|
|
2019
|
|
2018
|
|
|
US$
|
|
%
|
|
US$
|
|
%
|
|
Distributor A, located in PRC
|
|
|
56,499,732
|
|
|
|
18.7
|
%
|
|
|
47,731,909
|
|
|
|
15.4
|
%
|
Distributor B, located in PRC
|
|
|
33,931,975
|
|
|
|
11.3
|
%
|
|
|
29,867,832
|
|
|
|
9.6
|
%
|
Distributor C, located in PRC
|
|
|
32,491,923
|
|
|
|
10.8
|
%
|
|
|
35,567,286
|
|
|
|
11.5
|
%
|
Distributor D, located in PRC
|
|
|
21,968,499
|
|
|
|
7.3
|
%
|
|
|
32,353,013
|
|
|
|
10.4
|
%
|
Total
|
|
|
144,892,129
|
|
|
|
48.1
|
%
|
|
|
145,520,040
|
|
|
|
46.9
|
%
|
The Company expects revenues from these distributors to continue to represent a substantial portion of its revenue in the future. Any factor adversely affecting the automobile industry in the PRC or the business operations of these customers will have a material effect on the Company's business, financial position and results of operations.
Purchase concentration of raw materials and equipment
The principal raw materials used for the Company's production of modified plastics products are plastic resins, such as polypropylene, ABS and nylon. The Company purchases substantially all of its raw materials through a limited number of distributors. Raw material purchases from these distributors, which individually exceeded 10% of the Company's total raw material purchases, accounted for approximately 37.8% (three distributors) and 30.3% (three distributors), of the Company's total raw material purchases for the three-month periods ended March 31, 2019 and 2018, respectively. Management believes that other suppliers could provide similar raw materials on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect the Company's business, financial position and results of operations.
Cash concentration
Cash and short-term restricted cash mentioned below maintained at banks consist of the following:
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
US$
|
|
Renminbi (“RMB”) denominated bank deposits with:
|
|
|
|
|
|
|
Financial Institutions in the PRC
|
|
|
505,806,079
|
|
|
|
366,773,172
|
|
Financial Institutions in Hong Kong Special Administrative Region ("Hong Kong SAR")
|
|
|
8,134
|
|
|
|
8,134
|
|
Financial Institutions in Dubai, UAE
|
|
|
59
|
|
|
|
-
|
|
United States (“U.S.”) dollar denominated bank deposits with:
|
|
|
|
|
|
|
|
|
Financial Institution in the U.S.
|
|
|
6,131
|
|
|
|
40,390
|
|
Financial Institutions in the PRC
|
|
|
17,052
|
|
|
|
17,050
|
|
Financial Institution in Hong Kong SAR
|
|
|
39,299
|
|
|
|
131,892
|
|
Financial Institution in Macau Special Administrative Region ("Macau SAR")
|
|
|
6,095
|
|
|
|
6,144
|
|
Financial Institution in Dubai, UAE
|
|
|
581
|
|
|
|
14,464
|
|
Hong Kong dollar denominated bank deposits with:
|
|
|
|
|
|
|
|
|
Financial institution in Hong Kong SAR
|
|
|
156
|
|
|
|
156
|
|
Dirham denominated bank deposits with:
|
|
|
|
|
|
|
|
|
Financial institution in Dubai, UAE
|
|
|
329,725
|
|
|
|
438
|
|
The bank deposits with financial institutions in the PRC are insured by the government authority for up to RMB500,000. The bank deposits with financial institutions in the Hong Kong SAR are insured by the government authority for up to HK$500,000. The bank deposits with financial institutions in the Macau SAR are insured by the government authority for up to MOP$500,000. The bank deposits with financial institutions in the Dubai, UAE are not insured by the government authority. Total bank deposits amounted to $1,509,352 and $1,442,481 are insured as of March 31, 2019 and December 31, 2018, respectively. The Company has not experienced any losses in uninsured bank deposits and does not believe that it is exposed to any significant risks on cash held in bank accounts. To limit exposure to credit risk, the Company primarily places bank deposits with large financial institutions in the PRC, Hong Kong SAR, Macau SAR and Dubai, UAE with acceptable credit rating.
Cash deposits in bank that are restricted as to withdrawal or usage for up to 12 months are reported as restricted cash in the consolidated balance sheets.
Short-term bank deposits that are pledged as collateral for bills payable relating to purchases of raw materials are reported as restricted cash and amounted to US$300,296,989 and US$202,568,664 as of March 31, 2019 and December 31, 2018, respectively. Upon maturity and repayment of the bills payable, which is generally within 6 months, the cash becomes available for use by the Company.
Short-term bank deposits that are related to government grant are reported as restricted cash and amounted to US$1,499,691 and US$1,469,935 as of March 31, 2019 and December 31, 2018, respectively.
Short-term bank deposits that are pledged as collateral for issuance of letter of guarantee are reported as restricted cash amounted to US$72,250,687 and US$70,885,301 as of March 31, 2019 and December 31, 2018, respectively.
Short-term bank deposits that are pledged as repayment to settle US$45.0 million of syndicated loans obtained from Standard Chartered Bank are reported as restricted cash and amounted to US$51,789,252 and US$50,766,123 as of March 31, 2019 and December 31, 2018, respectively.
Short-term bank deposits that are pledged as collateral to settle US$14.9 million of short-term bank loans obtained from Postal Savings Bank of China are reported as restricted cash and amounted to US$1,485,112 and nil as of March 31, 2019 and December 31, 2018, respectively.
Note 2 – Accounts receivable
Accounts receivable consists of the following:
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
US$
|
|
|
|
|
|
|
Accounts receivable
|
|
|
154,090,385
|
|
|
|
294,726,804
|
|
Allowance for doubtful accounts
|
|
|
(39,258
|
)
|
|
|
(38,516
|
)
|
Accounts receivable, net
|
|
|
154,051,127
|
|
|
|
294,688,288
|
|
As of March 31, 2019 and December 31, 2018, the accounts receivable balances also include notes receivable in the amount of US$148,511 and US$27,392, respectively. As of March 31, 2019 and December 31, 2018, US$96,402,983 and US$94,581,170
,
respectively, of accounts receivable are pledged for the short-term bank loans.
There was no accrual of additional provision or write-off of accounts receivable for the three-month periods ended March 31, 2019 and 2018.
The following table provides an analysis of the aging of accounts receivable as of March 31, 2019 and December 31, 2018:
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
US$
|
|
Aging:
|
|
|
|
|
|
|
– current
|
|
|
95,781,698
|
|
|
|
218,458,862
|
|
– 1-3 months past due
|
|
|
15,305,123
|
|
|
|
31,386,341
|
|
– 4-6 months past due
|
|
|
89,204
|
|
|
|
109,412
|
|
– 7-12 months past due
|
|
|
10,746,881
|
|
|
|
42,532,170
|
|
– greater than one year past due
|
|
|
32,167,479
|
|
|
|
2,240,019
|
|
Total accounts receivable
|
|
|
154,090,385
|
|
|
|
294,726,804
|
|
Note 3 – Inventories
Inventories consist of the following:
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
Raw materials and work in progress
|
|
|
750,862,984
|
|
|
|
612,701,274
|
|
Finished goods
|
|
|
42,380,890
|
|
|
|
7,331,921
|
|
Total inventories
|
|
|
793,243,874
|
|
|
|
620,033,195
|
|
There were no write down of inventories for the three-month periods ended March 31, 2019 and 2018.
Note 4 – Prepaid expenses and other current assets
Prepaid expenses and other current assets consist of the following:
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
US$
|
|
|
|
|
|
|
|
|
Value added taxes receivables (i)
|
|
|
2,798,160
|
|
|
|
4,700,702
|
|
Advances to suppliers (ii)
|
|
|
46,604,400
|
|
|
|
104,469,023
|
|
Interest receivable (iii)
|
|
|
840,767
|
|
|
|
826,729
|
|
Consideration for sales of Shanghai Sales (iv)
|
|
|
7,425,559
|
|
|
|
7,285,231
|
|
Receivables from Shanghai Sales for the prepayment to a supplier (v)
|
|
|
16,081,972
|
|
|
|
-
|
|
Others (vi)
|
|
|
22,519,212
|
|
|
|
14,936,843
|
|
Total prepaid expenses and other current assets
|
|
|
96,270,070
|
|
|
|
132,218,528
|
|
(i) Value added taxes receivables mainly represent the input taxes on purchasing equipment by Heilongjiang Xinda Enterprise Group Company Limited (“HLJ Xinda Group”) and Sichuan Xinda, which are to be net off with output taxes. Value added taxes receivables were recognized in operating activities in consolidated statements of cash flows.
(ii) Advances to suppliers are the advances to purchase raw materials as of March 31, 2019.
(iii) Interest receivable mainly represents interest income accrued from restricted cash.
(iv) On December 18, 2018, HLJ Xinda Group entered into an agreement with Mr. Xiaohui Gao, General Manager of Heilongjiang Xinda Enterprise Group Shanghai New Materials Sales Company Limited (“Shanghai Sales”), to transfer the wholly owned equity from HLJ Xinda Group to Mr. Gao for a total consideration of RMB50.0 million (equivalent to US$7.4 million). Pursuant to the contract, the Company completed the legal transfer on December 19, 2018 and the full consideration of $7.4 million was received on April 11, 2019.
(v) In March 2019, HLJ Xinda Group entered into an agreement with Shanghai Sales, to transfer the proprietorship of the prepaid RMB108.3 million (equivalent to US$16.1 million) to Shanghai Caohejing Kangqiao Science & Green River Construction & Development Co., Ltd. ("Green River") to Shanghai Sales. Pursuant to the agreement, Shanghai Sales will pay the RMB108.3 million (equivalent to US$16.1 million) to HLJ Xinda Group by the end of June 2019. For details, please refer to Note 6.
(vi) Others mainly include prepaid miscellaneous service fee and staff advance.
Note 5 – Property, plant and equipment, net
Property, plant and equipment consist of the following:
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
US$
|
|
|
|
|
|
|
|
|
Machinery, equipment and furniture
|
|
|
587,775,600
|
|
|
|
580,735,482
|
|
Motor vehicles
|
|
|
2,810,727
|
|
|
|
2,658,487
|
|
Workshops and buildings
|
|
|
160,475,642
|
|
|
|
157,976,839
|
|
Construction in progress
|
|
|
220,310,743
|
|
|
|
217,194,285
|
|
Total property, plant and equipment
|
|
|
971,372,712
|
|
|
|
958,565,093
|
|
Less accumulated depreciation
|
|
|
(200,959,201
|
)
|
|
|
(182,623,813
|
)
|
Property, plant and equipment, net
|
|
|
770,413,511
|
|
|
|
775,941,280
|
|
For the three-month periods ended March 31, 2019 and 2018, the Company capitalized US$387,324 and US$643,788 of interest costs as a component of the cost of construction in progress. Depreciation expense on property, plant and equipment was allocated to the following expense items:
|
Three-Month Period Ended March 31,
|
|
|
2019
|
|
2018
|
|
|
US$
|
|
US$
|
|
Cost of revenues
|
|
|
13,458,983
|
|
|
|
9,568,618
|
|
Selling expenses
|
|
|
1,823
|
|
|
|
1,430
|
|
General and administrative expenses
|
|
|
686,523
|
|
|
|
794,625
|
|
Research and development expenses
|
|
|
1,022,123
|
|
|
|
911,640
|
|
Total depreciation expense
|
|
|
15,169,452
|
|
|
|
11,276,313
|
|
Note 6 - Prepayments to equipment and construction suppliers
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
US$
|
|
|
|
|
|
|
|
|
Hailezi (i)
|
|
|
511,758,267
|
|
|
|
502,087,116
|
|
Green River (ii)
|
|
|
-
|
|
|
|
15,778,057
|
|
Beijin Construction (iii)
|
|
|
7,006,972
|
|
|
|
6,867,269
|
|
Sichuan Construction (iv)
|
|
|
5,312,422
|
|
|
|
5,539,471
|
|
Others
|
|
|
220,253
|
|
|
|
364,406
|
|
Total Prepayments to equipment and construction suppliers
|
|
|
524,297,914
|
|
|
|
530,636,319
|
|
(i) On September 26, 2016 and February 28, 2017, HLJ Xinda Group entered into equipment purchase contracts with Hailezi for a total consideration of RMB782.2 million (equivalent to US$116.2 million) to purchase storage facility and other equipment, which will be used for upgrading the storage system of warehouse located in Harbin, China. Pursuant to the contract with Hailezi, HLJ Xinda Group prepaid RMB621.6 million (equivalent to US$92.3 million) during the first quarter of 2017. Due to a redesign of outdoor storage facility in June 2017, HLJ Xinda Group entered into a supplementary agreement with Hailezi, which decreased the original contract amount to RMB283.7 million (equivalent to US$42.1 million). Hailezi refunded RMB369.1 million (equivalent to US$54.8 million) to HLJ Xinda Group on June 22, 2017. As of March 31, 2019, HLJ Xinda Group has prepaid RMB252.5 million (equivalent to US$37.5 million).
On July 21, 2017, HLJ Xinda Group entered into three investment agreements with the Management Committee of Harbin Economic- Technological Development Zone with respect to the industrial project for 300,000 metric tons of biological composite materials, the industrial project for upgrading existing equipment for 100,000 metric tons of engineering plastics and the industrial project for a 3D printing intelligent manufacture demonstration factory and a 3D printing display and experience cloud factory (the "HLJ Project"). In order to fulfill the agreements, HLJ Xinda Group entered into an equipment purchase contract with Hailezi to purchase production equipment in November 2017, which will be used for 100,000 metric tons of engineering plastics located in Harbin, for a consideration of RMB939.7 million (equivalent to US$139.6million). Pursuant to the contract with Hailezi, HLJ Xinda Group has prepaid RMB920.9 million (equivalent to US$136.8 million) as of March 31, 2019.
In connection with the HLJ project, on June 25, 2018, HLJ Xinda Group entered into another equipment purchase contract with Hailezi to purchase production equipment, which will be used for 300,000 metric tons of biological based composite material, located in Harbin, for a consideration of RMB749.8 million (equivalent to US$111.4 million). Pursuant to the contract with Hailezi, HLJ Xinda Group has prepaid RMB300.7 million (equivalent to US$44.6 million) as of March 31, 2019.
In connection with the HLJ Project, on July 12, 2018, HLJ Xinda Group entered into an equipment purchase contract with Hailezi to purchase production equipment, which will be used for 300,000 metric tons of biological based composite material, located in Harbin, for a consideration of RMB1,157.0 million (equivalent to US$171.8 million). Pursuant to the contract with Hailezi, HLJ Xinda Group has prepaid RMB240.8 million (equivalent to US$35.8 million) as of March 31, 2019.
On March 17, 2017, Sichuan Xinda entered into a definitive agreement with the People's Government of Shunqing District, Nanchong City of Sichuan Province for the production of 300,000 metric tons of bio-composite materials and additive manufacturing and 20,000 metric tons of functional masterbatch, a high-end color additive process in plastics manufacturing (the "Nanchong Project"). The Nanchong Project will be located in a land area of 250 mu (equivalent to 41.2 acres), with 215 mu designated for bio-composite materials and additive manufacturing production and 35 mu to be designated for functional masterbatch production. The projected total capital expenditures for the project is approximately RMB2.5 billion (equivalent to US$371.3 million).
In connection with the Nanchong Project, Sichuan Xinda entered into equipment purchase contracts with Hailezi to purchase production equipment and testing equipment. Pursuant to the contracts with Hailezi, Sichuan Xinda prepaid RMB1,728.9 million (equivalent to US$256.8 million) in the first quarter of year 2017. In 2017, in order to ensure the traceability of the product and management of supply chain, Sichuan Xinda expected to launch an integrated ERP system, which resulted in the equipment to be purchased under the original contracts with Hailezi not meeting the production requirements. Hailezi agreed to refund the prepayment in the amount of RMB1,704.9 million (equivalent to US$253.2 million) by the end of March 2018, the remaining uncancelled amount is RMB24.0 (equivalent to US$3.6 million). As of December 31, 2017, Sichuan Xinda signed a supplementary agreement with Hailezi, pursuant to the agreement, Sichuan Xinda agreed to pay RMB12.4 million (equivalent to US$1.8 million) to Hailezi for the compensation of Hailezi due to the termination of the purchase contracts. As of March 31, 2019, Hailezi has refunded the above-mentioned prepayment. The Company received the testing equipment in the amount of RMB3.2 million (equivalent to US$0.5 million) in November 2018, the remaining balance of the uncancelled prepayment as of March 31, 2019 is RMB20.8 million (equivalent to US$3.1 million).
In connection with the Nanchong Project, on June 21, 2018, Sichuan Xinda entered into another equipment purchase contract with Hailezi to purchase production equipment and testing equipment for a consideration of RMB1,900 million (equivalent to US$282.3 million). Pursuant to the contracts with Hailezi, Sichuan Xinda has prepaid RMB1,710 million (equivalent to US$254.0 million) as of March 31, 2019.
The table below summarized the balance of prepayments to Hailezi for each of the projects as of March 31, 2019 and December 31, 2018, and the movements of the prepayments:
(in millions US$)
|
|
Year
|
|
Projects
|
|
Balance as of
December 31, 2018
|
|
|
Prepaid / (Utilized) in 2019
|
|
|
Effect of foreign currency exchange rate changes
|
|
|
Balance as of
March 31, 2019
|
|
2017
|
|
Storage system
|
|
|
36.8
|
|
|
|
-
|
|
|
|
0.7
|
|
|
|
37.5
|
|
2017
|
|
HLJ project
|
|
|
134.2
|
|
|
|
-
|
|
|
|
2.6
|
|
|
|
136.8
|
|
2018
|
|
HLJ project
|
|
|
43.8
|
|
|
|
-
|
|
|
|
0.8
|
|
|
|
44.6
|
|
2018
|
|
HLJ project
|
|
|
35.1
|
|
|
|
-
|
|
|
|
0.7
|
|
|
|
35.8
|
|
2017
|
|
Nanchong project
|
|
|
3.0
|
|
|
|
-
|
|
|
|
0.1
|
|
|
|
3.1
|
|
2018
|
|
Nanchong project
|
|
|
249.2
|
|
|
|
-
|
|
|
|
4.8
|
|
|
|
254.0
|
|
Total
|
|
|
502.1
|
|
|
|
-
|
|
|
|
9.7
|
|
|
|
511.8
|
|
(ii) In December 2017, HLJ Xinda Group entered into a building purchase contract with Shanghai Caohejing Kangqiao Science & Green River Construction & Development Co., Ltd. for a total consideration of RMB216.6 million (equivalent to US$32.2 million), with a total area of 13,972.64 square meters with a prepaid RMB108.3 million (equivalent to US$16.1 million).
In March 2019, HLJ Xinda Group entered into an agreement with Shanghai Sales, to transfer the proprietorship of the prepaid RMB108.3 million (equivalent to US$16.1 million) to Shanghai Sales. Pursuant to the agreement, Shanghai Sales will pay the RMB108.3 million (equivalent to US$16.1 million) to HLJ Xinda Group by the end of June 2019. In consequence, the prepayment has been reclassified as prepaid expenses and other current assets.
(iii) Since November 15, 2016, Sichuan Xinda entered into decoration contracts with Sichuan Beijin Construction Engineering Company Limited ("Beijin Construction") to perform indoor and outdoor decoration work for a consideration of RMB237.6 million (equivalent to US$35.4 million). On February 20, 2017, Sichuan Xinda entered into another decoration contract with Beijin Construction to perform outdoor decoration work for a consideration of RMB2.9 million (equivalent to US$0.4 million). On September 10, 2017, Sichuan Xinda entered into another decoration contract with Beijin Construction to perform ground decoration work for a consideration of RMB23.8 million (equivalent to US$3.5 million). Pursuant to the contracts with Beijin Construction, Sichuan Xinda has prepaid RMB120.9 million (equivalent to US$18.0 million) as of March 31, 2019, of which RMB74.0 million (equivalent to US$11.0 million) was transferred to construction in progress. The prepayment was recognized in investing activities in the statements of cash flows.
(iv) As of March 31, 2019, Sichuan Construction primarily consisted of prepayments made to Peaceful Treasure Limited ("Peaceful"). On October 20, 2016, Sichuan Xinda entered into an equipment purchase contract with Peaceful for a total consideration of RMB89.8 million (equivalent to US$13.3 million) to purchase certain production and testing equipment. The Company prepaid RMB33.9 million (equivalent to US$5.0 million) as of March 31, 2019.
Note 7 – Losses on foreign currency option contracts
On February 24, 2017, the Company entered into two foreign currency option contracts with Bank of China ("BOC"), Harbin Branch, pursuant to which the Company and BOC both have options to excise the foreign currency contracts depending on the future currency fluctuation, and the nominal values are US$5.0 million and US$10.0 million, respectively, with the defined exchange rates for settlement on March 15, 2018. The Company recognized losses on the above foreign currency option contracts amounting to US$0.5 million in the three-month period ended March 31, 2018.
Note 8 – Borrowings
The Company has credit facilities with several banks under which they draw short-term and long-term bank loans as described below.
(a) Current
|
March 31,
|
|
December 31,
|
|
|
2019
|
|
2018
|
|
|
US$
|
|
US$
|
|
Unsecured loans
|
|
|
394,064,008
|
|
|
|
418,198,508
|
|
Loans secured by accounts receivable
|
|
|
66,830,029
|
|
|
|
65,567,082
|
|
Loans secured by restricted cash
|
|
|
84,351,118
|
|
|
|
69,500,000
|
|
Current portion of long-term bank loans (note b)
|
|
|
178,057,193
|
|
|
|
176,401,330
|
|
Total short-term loans, including current portion of long-term bank loans
|
|
|
723,302,348
|
|
|
|
729,666,920
|
|
As of March 31, 2019 and December 31, 2018, the Company's short-term bank loans (including the current portion of long-term bank loans) bear a weighted average interest rate of 5.2% and 4.7% per annum, respectively. All short-term bank loans mature at various times within one year and contain no renewal terms.
During year 2018, the Company obtained thirty-four loans in a total amount of RMB1,350.0 million (equivalent to US$200.5 million) secured by accounts receivables of RMB1,948.9 million (equivalent to US$289.4 million) at an annual interest rate of 4.350%. The Company repaid twenty-one loans in total RMB900.0 million (equivalent to US$133.7 million), and retrieved accounts receivables of RMB1,299.8 million (equivalent to US$193.0 million) in year 2018. As of March 31, 2019, the remaining loans secured by accounts receivables were RMB450.0 million (equivalent to US$66.8 million).
In July 2017, the Company obtained a one-year secured loan of US$14.0 million from Bank of China (Paris Branch) at an annual interest rate of 2.5%. The loan was secured by restricted cash of RMB107.0 million (equivalent to US$15.9 million) in Bank of China in Harbin, China. In accordance with the renewal agreement on July 19, 2018, the repayment term of the loan was extended and the loan was subsequently repaid in April 2019.
In October 2017, the Company obtained a one-year secured loan of US$5.0 million from Bank of China (Paris Branch) at an annual interest rate of 2.5%. The loan was secured by restricted cash of RMB37.5 million (equivalent to US$5.6 million) in Bank of China in Harbin, China. In accordance with the renewal agreement on July 19, 2018, the repayment term of the loan was extended and the loan was subsequently repaid in April 2019.
In October 2017, the Company obtained a one-year secured loan of US$5.5 million from Bank of China (Paris Branch) at an annual interest rate of 2.5%. The loan was secured by restricted cash of RMB42.0 million (equivalent to US$6.2 million) in Bank of China in Harbin, China. In accordance with the renewal agreement on July 19, 2018, the repayment term of the loan was extended and the loan was subsequently repaid in April 2019.
In May 2018, the Company obtained a three-month secured short-term loan of US$45.0 million from Standard Chartered Bank with the interest rate at 1.5% per annum over LIBOR payable on the last day of its interest period. The loan was secured by restricted cash of RMB300.0 million (equivalent to US$44.6 million) in Standard Chartered Bank in Harbin, China. The Company did not repay the loan on time which is due on August 17, 2018 due to the stricter foreign exchange control in the PRC. Management is in the discussion with the Standard Chartered Bank to resolve this matter.
In January 2019, the Company obtained a nine-month secured short-term loan of RMB100.0 million (equivalent to US$14.9 million) from Postal Savings Bank of China at an annual interest rate of 4.35%. The loan was secured by restricted cash of RMB10.0 million (equivalent to US$1.5 million) in Postal Savings Bank of China.
(b) Non-current
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
US$
|
|
Secured loans
|
|
|
76,433,573
|
|
|
|
2,177,985
|
|
Unsecured loans
|
|
|
199,807,529
|
|
|
|
196,031,589
|
|
Syndicate loan facility
|
|
|
90,000,000
|
|
|
|
90,000,000
|
|
Less: current portion
|
|
|
(178,057,193
|
)
|
|
|
(176,401,330
|
)
|
Total long-term bank loans, excluding current portion
|
|
|
188,183,909
|
|
|
|
111,808,244
|
|
In October and November 2015, the Company obtained three long term unsecured loans of RMB260.0 million (equivalent to US$38.6 million) from Bank of China at an annual interest rate of 4.75%. In January 2016, the Company obtained a long term unsecured loan of RMB80.0 million (equivalent to US$11.9 million) from Bank of China at an annual interest rate of 4.75%. On December 9, 2016, the Company obtained a long term unsecured loan of RMB30.0 million (equivalent to US$4.5 million) from Bank of China at an annual interest rate of 4.75%. On March 23, 2017, the Company obtained a long term unsecured loan of RMB25.0 million (equivalent to US$3.7 million) from Bank of China at an annual interest rate of 4.75%. The Company repaid RMB10.0 million (equivalent to US$1.5 million) on April 28, 2017, RMB40.0 million (equivalent to US$6.0 million) on October 28, 2017, RMB25.0 million (equivalent to US$3.7 million) on April 28, 2018 and RMB100.0 million (equivalent to US$14.9 million) on October 28, 2018. RMB25.0 million (equivalent to US$3.7 million), RMB100.0 million (equivalent to US$14.9 million), RMB20.0 million (equivalent to US$3.0 million), and RMB75.0 million (equivalent to US$11.0 million) will be repaid on April 28, 2019, October 28, 2019, April 28, 2020 and October 28, 2020, respectively.
On August 22, 2016, Xinda Holding (HK) Company Limited ("Xinda Holding (HK)") a wholly owned subsidiary of the Company, entered into a facility agreement for a loan facility in an aggregate amount of US$180.0 million with a consortium of banks and financial institutions led by Standard Chartered Bank (Hong Kong) Limited. The Company paid arrangement fees and legal fees in the amount of US$6.77 million for the related loan, which were all amortized as of March 31, 2019. Debt issuance costs are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the loan and amortized to interest expense using the effective interest rate of 6.205% as of March 31, 2019. The Company repaid US$22.5 million, US$22.5 million and US$45.0 million on November 22, 2017, February 22, 2018 and May 22, 2018, respectively. US$90.0 million of the principal amount should be repaid on August 22, 2018. The loans were not repaid on time due to the stricter foreign exchange control in the PRC. As of March 31, 2019, the Company totally pledged RMB348.7 million (equivalent to US$51.8 million) restricted cash to secure the repayment of the above loan. In accordance with the renewal agreement in March 2019, the repayment term of the above loan was extended to April 15, 2019. However, the Company did not subsequently repay the loan on April 15, 2019 due to the stricter foreign exchange control in the PRC.
Management is in the discussion with the Standard Chartered Bank to resolve this matter.
During 2017, the Company obtained four long-term unsecured loans of RMB430.0 million (equivalent to US$63.9 million) from Nanchong Shuntou Development Group Co., Ltd. at an annual interest rate of 4.35%. In accordance with the renewal agreements on April 02, 2019, the repayment terms of the four loans were extended and the loans will be due on September 30, 2019.
On December 1, 2017, the Company obtained a seven-year unsecured loan of RMB526.3 million (equivalent to US$78.2 million) from Longjiang Bank, Harbin Branch at an annual interest rate of 4.9%. The Company borrowed another long-term loan in amount of RMB169.1 million (equivalent to US$25.1 million) in January 2018 at an annual interest rate of 4.9%. RMB15.0 million (equivalent to US$2.2 million), RMB20.0 million (equivalent to US$3.0 million), RMB35.0 million (equivalent to US$5.2 million), RMB35.0 million (equivalent to US$5.2 million), RMB70.0 million (equivalent to US$10.4 million), RMB70.0 million (equivalent to US$10.4 million) and RMB450.4 million (equivalent to US$66.9 million) will be repaid on June 30, 2019, December 30, 2019, June 30, 2020, December 30, 2020, June 30, 2021, December 30, 2021, and after 2021, respectively.
On December 26, 2018, the Company obtained a five-year secured loan of AED8.0 million (equivalent to US$2.2 million) from National Bank of Umm Al Qaiwain at an interest rate of three-month EBOR (2.79% as of March 31, 2019) plus 3.75%. The long-term loan was secured by an undated cheque of AED8.8 million (US$2.4 million) favouring the bank provided by Dubai Xinda. The cheque would not be cashed by the bank unless Dubai Xinda defaults. Principal will be repaid in ten half-yearly installments of AED0.8 million (equivalent to US$0.2 million) each.
On January 22, 2019, the Company obtained a two-year secured loan of RMB500.0 million (equivalent to US$74.2 million) from China Construction Bank. The long-term loan was secured by the
right of equity income
of Sichuan Xinda, which was previously held by HLJ Xinda Group. The registration of pledge was completed on January 7, 2019.
Maturities on long-term bank loans (including current portion) are as follows:
|
|
March 31, 2019
|
|
|
|
US$
|
|
2019
|
|
|
178,057,193
|
|
2020
|
|
|
24,939,940
|
|
2021
|
|
|
95,482,749
|
|
2022
|
|
|
27,167,609
|
|
After 2022
|
|
|
40,593,611
|
|
Total
|
|
|
366,241,102
|
|
Note 9 – Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following:
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
US$
|
|
Payables for purchase of property, plant and equipment
|
|
|
12,922,814
|
|
|
|
53,059,897
|
|
Accrued freight expenses
|
|
|
31,252,409
|
|
|
|
25,908,990
|
|
Accrued interest expenses
|
|
|
12,628,239
|
|
|
|
8,873,532
|
|
Contract liabilities (i)
|
|
|
1,775,010
|
|
|
|
16,105,245
|
|
Non income tax payables
|
|
|
4,049,713
|
|
|
|
6,425,236
|
|
Others (ii)
|
|
|
19,795,699
|
|
|
|
16,553,998
|
|
Total accrued expenses and other current liabilities
|
|
|
82,423,884
|
|
|
|
126,926,898
|
|
(i) Contract liabilities mainly represent the advance received from customers in the PRC for the finished goods and raw materials purchases as of March 31, 2019. The change in contract liabilities primarily represents the cash received, less amounts recognized as revenues during the period.
(ii) Others mainly represent accrued payroll and employee benefits, accrued audit and consulting fees, electricity fee and other accrued miscellaneous operating expenses.
Note 10 – Related party transactions
The related party transactions are summarized as follows:
|
Three-Month Period Ended March 31,
|
|
|
2019
|
|
2018
|
|
|
US$
|
|
US$
|
|
Transactions with related parties:
|
|
|
|
|
Interest-free advances from a senior management employee of HLJ Xinda Group
|
|
|
289,298
|
|
|
|
-
|
|
The related party balances are summarized as follows:
|
|
|
|
March 31,
2019
|
|
December 31,
2018
|
|
|
US$
|
|
US$
|
|
Amounts due to related parties:
|
|
|
|
|
Mr. Jie Han (i)
|
|
|
10,098,760
|
|
|
|
9,907,915
|
|
Mr. Jie Han’s wife (i)
|
|
|
3,232,606
|
|
|
|
3,180,965
|
|
Mr. Jie Han’s son (i)
|
|
|
742,556
|
|
|
|
728,523
|
|
Senior management employees in HLJ Xinda Group and Sichuan Xinda (ii)
|
|
|
4,921,829
|
|
|
|
4,548,335
|
|
Total amounts due to related parties
|
|
|
18,995,751
|
|
|
|
18,365,738
|
|
|
|
|
|
|
|
|
|
|
(i) During the year ended December 31, 2018, the Company received RMB68.0 million (equivalent to US$10.1 million) from Mr. Jie Han, the Chairman of the Company, RMB21.8 million (equivalent to US$3.2 million) from Ms. Limei Sun, the wife of Mr. Jie Han, RMB5.0 million (equivalent to US$0.7 million) from Mr. Tiexin Han, the son of Mr. Jie Han.
(ii) In August 2018, the Company received RMB10.0 million (equivalent to US$1.5 million) each from three senior management employees (Messers Junjie Ma, Yuchong Jia, Guangjun Jiao) of Sichuan Xinda as interest-free advances to Sichuan Xinda. During the year ended December 31, 2018, the Company also received RMB1.2 million (equivalent to US$0.2 million) from a senior management employee (Mr. Rujun Dai) of HLJ Xinda Group as interest-free advances to HLJ Xinda Group. During the three-month period ended March 31, 2019, the Company received another RMB1.9 million (equivalent to US$0.3 million) from Mr. Rujun Dai.
Note 11 – Income tax
Pursuant to an approval from the local tax authority in July 2013, Sichuan Xinda, a subsidiary of China XD, became a qualified enterprise located in the western region of the PRC, which entitled it to a preferential income tax rate of 15% from January 1, 2013 to December 31, 2020. Under the current laws of Dubai, Dubai Xinda, a subsidiary of China XD, is exempted from income taxes.
The effective income tax rates for the three-month periods ended March 31, 2019 and 2018 were 24.9% and 24.5%, respectively. The effective income tax rate increased from 24.5% for the three-month period ended March 31, 2018 to 24.9% for the three-month period ended March 31, 2019, primarily due to the decrease of Sichuan Xinda's profit before tax ("PBT") ratio. The effective income tax rate for the three-month period ended March 31, 2019 differs from the PRC statutory income tax rate of 25% primarily due to Sichuan Xinda's preferential income tax rate and 75% additional deduction of R&D expenses of the major PRC operating entities.
As of March 31, 2019, the unrecognized tax benefits were US$34,626,289 and the interest relating to unrecognized tax benefits was US$13,710,137, of which t
he unrecognized tax benefits in year 2013 amounting to US$3,752,714 and related accrued interest amounting to US$3,164,360 were classified as current liabilities as the five-year tax assessment period will expire on May 31, 2019.
No penalties expense related to unrecognized tax benefits were recorded. The Company is currently unable to provide an estimate of a range of the total amount of unrecognized tax benefits that is reasonably possible to change significantly within the next twelve months.
Note 12 – Deferred Income
On January 26, 2015, the Company entered into a memorandum and a fund support agreement (the "Agreement") with the People's Government of Shunqing District, Nanchong City, Sichuan Province ("Shunqing Government") pursuant to which Shunqing Government, through its investment vehicle, extended to the Company RMB350 million (equivalent to US$52.0 million) to support the construction of the Sichuan plant, which has been received in full in the form of government repayment of bank loans on behalf of the Company.
In addition, the Company has received RMB332.2 million (equivalent to US$49.3 million) from Shunqing Government and RMB6.4 million (equivalent to US$1.0 million) from Ministry of Finance of the People's Republic of China to support the construction and RMB2.2 million (equivalent to US$0.3 million) special funds of ministerial key research projects from Ministry of Science and Technology of PRC as of March 31, 2019.
The Company has also received RMB45.0 million (equivalent to US$6.7 million) from Harbin Bureau of Finance for Biomedical composites project as of March 31, 2019.
Since the funding is related to the construction of long-term assets, the amounts were recognized as government grant, which is included in deferred income on the consolidated balance sheets, and to be recognized as other income in the consolidated statements of comprehensive income over the periods and in the proportions in which depreciation expense on the long-term assets is recognized.
The Sichuan factory has been operational since July 2016. A cumulative RMB80.2 million (equivalent to US$11.9 million) government grants have been amortized as other income proportionate to the depreciation of the related assets, of which RMB8.7 million (equivalent to US$1.3 million) was amortized in the three-month period ended March 31, 2019.
The Company also received RMB36.0 million (equivalent to US$5.3 million) from Shunqing Government with respect to interest subsidy for bank loans. A cumulative RMB16.4 million (equivalent to US$2.4 million) government grants have been amortized as other income in line with the amount of related loan interest accrued.
Note 13 – Other non-current liabilities
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31
,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
US$
|
|
|
US$
|
|
Income tax payable-noncurrent (i)
|
|
|
95,285,414
|
|
|
|
92,461,068
|
|
Deferred income tax liabilities
|
|
|
6,312,385
|
|
|
|
6,716,921
|
|
Others
|
|
|
2,395,783
|
|
|
|
2,395,783
|
|
Total other non-current liabilities
|
|
|
103,993,582
|
|
|
|
101,573,772
|
|
(i) Income tax payable-noncurrent represents the repatriation tax, the accumulative balance of unrecognized tax benefits since 2013 and related accrued interest. According to the Tax Cuts and Jobs Act enacted on December 22, 2017, the management recognized the amount of U.S. tax corporate income tax is US$70,965,148 based on the deemed repatriation to the United States of accumulated earnings mandated by the U.S. tax reform, US$17,031,636 of which due payable in 2018 and 2019 was classified as current liabilities.
Note 14 – Stockholders' equity
The changes of each caption of stockholders' equity for the three-month period ended March 31, 2019 are as follows:
|
|
Series B
Preferred Stock
|
|
|
Common Stock
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Accumulated
Other
|
|
|
Total
|
|
|
|
Number
of Shares
|
|
|
Amount
|
|
|
Number
of Shares
|
|
|
Amount
|
|
|
Treasury Stock
|
|
|
Paid-in
Capital
|
|
|
Retained
Earnings
|
|
|
Comprehensive
Income (Loss)
|
|
|
Stockholders'
Equity
|
|
|
|
|
|
|
US$
|
|
|
|
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2019
|
|
|
1,000,000
|
|
|
|
100
|
|
|
|
50,948,841
|
|
|
|
5097
|
|
|
|
(92,694
|
)
|
|
|
86,633,582
|
|
|
|
717,103,890
|
|
|
|
(54,732,547
|
)
|
|
|
748,917,428
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,980,715
|
|
|
|
-
|
|
|
|
10,980,715
|
|
Other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
14,670,801
|
|
|
|
14,670,801
|
|
Balance as of March 31, 2019
|
|
|
1,000,000
|
|
|
|
100
|
|
|
|
50,948,841
|
|
|
|
5097
|
|
|
|
(92,694
|
)
|
|
|
86,633,582
|
|
|
|
728,084,605
|
|
|
|
(40,061,746
|
)
|
|
|
774,568,944
|
|
Note 15 - Earnings per share
Basic and diluted earnings per share are calculated as follows:
|
|
Three-Month Period Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
US$
|
|
|
US$
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
Net income
|
|
|
10,980,715
|
|
|
|
19,099,901
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
Earnings allocated to participating Series D convertible preferred stock
|
|
|
(2,624,264
|
)
|
|
|
(4,638,091
|
)
|
Earnings allocated to participating nonvested shares
|
|
|
-
|
|
|
|
(46,703
|
)
|
Net income for basic and dilutive earnings per share
|
|
|
8,356,451
|
|
|
|
14,415,107
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Denominator for basic and diluted earnings per share
|
|
|
50,948,841
|
|
|
|
49,727,731
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
0.16
|
|
|
|
0.29
|
|
The following table summarizes potentially dilutive securities excluded from the calculation of diluted earnings per share for the three-month periods ended March 31, 2019 and 2018 because their effects are anti-dilutive:
|
Three-Month Period Ended March 31,
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
Shares issuable upon conversion of Series D convertible preferred stock
|
|
|
16,000,000
|
|
|
|
16,000,000
|
|
Note 16 - Commitments and contingencies
(1) Sichuan plant construction and equipment purchase
On March 8, 2013, Xinda Holding (HK) entered into an investment agreement with Shunqing Government, pursuant to which Xinda Holding (HK) will invest RMB1,800 million (equivalent to US$267.3 million) in property, plant and equipment and approximately RMB600 million (equivalent to US$89.1 million) in working capital, for the construction of Sichuan plant. As of March 31, 2019, the Company has a remaining commitment of RMB54.8 million (equivalent to US$8.1 million) mainly for facility construction.
In September 2016, Sichuan Xinda entered into equipment purchase contracts with Hailezi for a consideration of RMB17.0 million (equivalent to US$2.5 million) to purchase storage facility and testing equipment. Afterward, Sichuan Xinda cancelled two contracts with Hailezi for a consideration of RMB1.6 million (equivalent to US$0.2 million). As of March 31, 2019, Sichuan Xinda prepaid RMB6.0 million (equivalent to US$0.9 million) and has a remaining commitment of RMB9.4 million (equivalent to US$1.4 million).
On October 20, 2016, Sichuan Xinda entered into an equipment
purchase contract with Peaceful for a total consideration of RMB89.8 million (equivalent to US$13.3 million) to purchase certain production and testing equipment. As of March 31, 2019, the Company has a commitment of
RMB55.9 million (equivalent to
US$8.3 million).
On November 15, 2016, Sichuan Xinda entered into decoration contract with Beijin Construction to perform indoor and outdoor decoration work for a consideration of RMB237.6 million (equivalent to US$35.4 million). On February 20, 2017, Sichuan Xinda entered into another decoration contract with Beijin Construction to perform outdoor decoration work for a consideration of RMB2.9 million (equivalent to US$0.4 million). On June 10, 2017, Sichuan Xinda entered into another decoration contract with Beijin Construction to perform ground decoration work for a consideration of RMB23.8 million (equivalent to US$3.5 million). As of March 31, 2019, Sichuan Xinda prepaid RMB120.9 million (equivalent to US$18.0 million) of which RMB74.0 million (equivalent to US$11.0 million) was transferred to construction in progress and has a remaining commitment of RMB143.4 million (equivalent to US$21.3 million).
In connection with the Nanchong Project mentioned in Note 6 (i), Sichuan Xinda entered into equipment purchase contracts with Hailezi for a consideration of RMB2,242.8 million (equivalent to US$333.1 million) to purchase production equipment and testing equipment in March 2017. By the end of June 2017, Sichuan Xinda expected to launch an integrated ERP system, which resulted in the equipment to be purchased under the original contracts with Hailezi not meeting the production requirements. Thus the original contracts have been terminated with the amount of RMB2,222.9 million (equivalent to US$330.1 million), and Hailezi agreed to refund the prepayment in the amount of RMB1,704.9 million (equivalent to US$253.2 million) by the end of March 2018, out of the total prepayment made by Sichuan Xinda of RMB1,722.9 million (equivalent to US$255.9 million). As of June 30, 2018, Hailezi has refunded the prepayment in the amount of RMB1,704.9 million (equivalent to US$253.2 million). As of March 31, 2019, Sichuan Xinda prepaid RMB18.0 million (equivalent to US$2.7 million) and has a remaining commitment of RMB1.9 million (equivalent to US$0.3 million).
In connection with the Nanchong Project, on June 21, 2018, Sichuan Xinda entered into another equipment purchase contracts with Hailezi to purchase production equipment and testing equipment for a consideration of RMB1,900 million (equivalent to US$282.3 million). Pursuant to the contracts with Hailezi, Sichuan Xinda have prepaid RMB1,710 million (equivalent to US$254.0 million) at the end of March 2019, and has a remaining commitment of RMB190 million (equivalent to US$28.3 million).
(2) Heilongjiang plant construction and equipment purchase
In connection with the equipment purchase contracts with Hailezi signed on September 26, 2016 and February 28, 2017 mentioned in Note 6 (i), HLJ Xinda Group has a remaining commitment of RMB31.2 million (equivalent to US$4.6 million) as of March 31, 2019.
In connection with the "HLJ Project" mentioned in Note 6 (i), pursuant to the three investment agreements, the project total capital expenditure will be RMB4,015.0 million (equivalent to be US$596.3million), among which the investment in fixed assets shall be no less than RMB3,295.0 million (equivalent to US$489.3 million) in total. Pursuant to the contracts with Hailezi signed in November 2017 mentioned in Note 6 (i), HLJ Xinda Group has a remaining commitment of RMB18.8 million (equivalent to US$2.8 million) as of March 31, 2019.
In connection with the HLJ project, on June 25, 2018, HLJ Xinda Group entered into another equipment purchase contract with Hailezi to purchase production equipment, which will be used for 300,000 metric tons of biological based composite material, located in Harbin, for a consideration of RMB749.8 million (equivalent to US$111.4 million). Pursuant to the contract with Hailezi, HLJ Xinda Group has prepaid RMB300.7 million (equivalent to US$44.6 million) as of March 31, 2019, and has a remaining commitment of RMB449.1 million (equivalent to US$66.8 million).
In connection with the HLJ Project, on July 12, 2018, Heilongjiang Xinda Enterprise Group Company Limited (“HLJ Xinda Group”) entered into an equipment purchase contract with Hailezi to purchase production equipment, which will be used for 300,000 metric tons of biological based composite material, located in Harbin, for a consideration of RMB1,157.0 million (equivalent to US$171.8 million). Pursuant to the contract with Hailezi, HLJ Xinda has prepaid RMB240.8 million (equivalent to US$35.8 million) as of March 31, 2019, and has a remaining commitment of RMB916.2 million (equivalent to US$136.0 million).
(3) Dubai plant construction and equipment
On April 28, 2015, Dubai Xinda entered into a warehouse construction contract with Falcon Red Eye Contracting Co. L.L.C. for a total consideration of AED6.7 million (equivalent to US$1.8 million). As of March 31, 2019, the Company has a remaining commitment of AED1.6 million (equivalent to US$0.4 million).
(4) Xinda CI (Beijing) office building decoration
On March 30, 2017, Xinda CI (Beijing) Investment Holding Co., Ltd. ("Xinda Beijing Investment") entered into a decoration contract with Beijing Fangyuan Decoration Engineering Co., Ltd. for a total consideration of RMB5.8 million (equivalent to US$0.9 million) to decorate office building. As of March 31, 2019, the decoration work in the amount of RMB2.0 million (equivalent to US$0.3 million) was recorded in construction in progress. As of March 31, 2019, the Company has a remaining commitment of RMB3.8 million (equivalent to US$0.6 million).
On June 9, 2017, Xinda CI (Beijing) entered into a decoration contract with Beijing Zhonghongwufang Stone Co., Ltd for a total consideration of RMB1.2 million (equivalent to US$0.2 million) to decorate office building. As of March 31, 2019, the decoration work in the amount of RMB0.6 million (equivalent to US$0.1 million) was recorded in construction in progress. As of March 31, 2019, the Company has a remaining commitment of RMB0.6 million (equivalent to US$0.1 million).
Note 17 - Revenues
Revenues consist of the following:
|
|
Three-Month Period Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
US$
|
|
|
US$
|
|
|
|
|
|
|
|
|
Modified Polyamide 66 (PA66)
|
|
|
83,878,245
|
|
|
|
81,785,392
|
|
Modified Polyamide 6 (PA6)
|
|
|
66,168,094
|
|
|
|
64,041,001
|
|
Plastic Alloy
|
|
|
63,136,625
|
|
|
|
78,566,416
|
|
Modified Polypropylene (PP)
|
|
|
37,057,054
|
|
|
|
50,215,551
|
|
Modified Acrylonitrile butadiene styrene (ABS)
|
|
|
13,447,629
|
|
|
|
8,596,982
|
|
Polyoxymethylenes (POM)
|
|
|
2,596,461
|
|
|
|
2,123,385
|
|
Polyphenylene Oxide (PPO)
|
|
|
16,859,150
|
|
|
|
4,169,561
|
|
Polylactide (PLA)
|
|
|
16,511,356
|
|
|
|
20,881,846
|
|
Polyethylene (PE)
|
|
|
1,772,744
|
|
|
|
-
|
|
Raw materials
|
|
|
38,649
|
|
|
|
72,899
|
|
Total Revenue
|
|
|
301,466,007
|
|
|
|
310,453,033
|
|
The following table provides sales by major customer group for
the three-month periods ended March 31, 2019 and 2018
:
|
|
|
|
|
|
|
|
|
Three-Month Period Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
US$
|
|
|
US$
|
|
Distributors
|
|
|
282,883,471
|
|
|
|
303,538,842
|
|
Direct customers
|
|
|
18,543,887
|
|
|
|
6,841,292
|
|
Others
|
|
|
38,649
|
|
|
|
72,899
|
|
Total
|
|
|
301,466,007
|
|
|
|
310,453,033
|
|
Note 18 - Gains on disposal of a subsidiary
On November 13, 2018, HLJ Xinda Group entered into an agreement with Shanghai Sales, to transfer the wholly owned equity of Heilongjiang Xinda Enterprise Group (Shanghai) New Materials Research and Development Co., Ltd.
("Shanghai New Materials R&D") from HLJ Xinda Group to Shanghai Sales with no consideration as a result of group restructuring to streamline resources and improve operating efficiency.
The legal transfer was completed on February 1, 2019 and the Company recorded gains of US$0.5 million on disposal of Shanghai New Materials R&D for the three-month period ended March 31, 2019.
Note 19 - Leases
As discussed in Note 1, effective January 1, 2019, the Company adopted Topic 842. At the inception of a contract, the Company determines if the arrangement is, or contains, a lease. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Rent expense is recognized on a straight-line basis over the lease term.
The Company has made certain accounting policy elections whereby it does not recognize ROU assets or lease liabilities for short-term leases (those with original terms of 12-months or less). All of the Company’s existing leases as of March 31, 2019 were classified as operating leases. As of March 31, 2019, the Company had operating leases for land and office with remaining terms expiring from 2022 through 2037 and a weighted average remaining lease term of 18.01 years. Weighted average discount rate used in the calculation of the lease liabilities was 6.7%. The discount rate reflects the estimated incremental borrowing rate, which includes an assessment of the credit rating to determine the rate that the Company would have to pay to borrow, on a collateralized basis for a similar term, an amount equal to the lease payments in a similar economic environment.
Lease cost for the three-month period ended March 31, 2019 is as follows:
|
|
Three-Month Period Ended March 31,
|
|
|
|
2019
|
|
|
|
US$
|
|
Operating lease cost
|
|
|
423,571
|
|
Short-term lease cost
|
|
|
179,195
|
|
Total lease cost
|
|
|
602,766
|
|
As of March 31, 2019, the maturities of the operating lease liabilities are as follows:
|
|
Remaining Lease Payments
US$
|
|
2019
|
|
|
1,036,925
|
|
2020
|
|
|
1,385,329
|
|
2021
|
|
|
1,407,790
|
|
2022
|
|
|
1,408,148
|
|
2023
|
|
|
1,423,965
|
|
Thereafter
|
|
|
22,010,068
|
|
Total remaining lease payments
|
|
|
28,672,225
|
|
Less: imputed interest
|
|
|
(11,700,822
|
)
|
Total operating lease liabilities
|
|
|
16,971,403
|
|
Less: current portion
|
|
|
(2,304,598
|
)
|
Non-current operating lease liabilities
|
|
|
14,666,805
|
|
Weighted-average remaining lease term
|
|
18 years
|
|
Weighted-average discount rate
|
|
|
6.7
|
%
|
Supplemental cash flow information related to leases is as follows:
|
|
Three-Month Period Ended March 31,
|
|
Supplemental disclosure of cash flow information:
|
|
2019
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
US$
|
|
Operating cash flows from operating leases
|
|
|
128,517
|
|
Right-of-use assets obtained in exchange for new lease liabilities:
|
|
|
|
|
Operating lease
|
|
|
16,075,213
|
|
As previously disclosed in the consolidated financial statement for the year ended December 31, 2018 and under the previous lease standard (Topic 840), future minimum annual lease payments for the years subsequent to December 31, 2018 and in aggregate are as follows:
|
|
US$
|
|
Years ended December 31,
|
|
|
|
2019
|
|
|
2,174,439
|
|
2020
|
|
|
1,486,007
|
|
2021
|
|
|
1,486,007
|
|
2022
|
|
|
1,446,251
|
|
2023
|
|
|
1,482,593
|
|
Thereafter
|
|
|
21,176,139
|
|
Rental expenses incurred for operating leases of plant and equipment and office spaces were US$2,455,509 in 2018.