NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 1—ORGANIZATION AND DESCRIPTION OF BUSINESS
The consolidated financial statements include the financial statements of Tianli Agritech, Inc. (referred to herein as “Tianli”); its wholly-owned subsidiary, HC Shengyuan Limited, a Hong Kong limited liability company (“HCS”); HCS’s wholly-owned subsidiary, Wuhan Fengxing Agricultural Science and Technology Development Co., Ltd., a Chinese limited liability company and a wholly foreign owned entity (“WFOE”); WFOE’s variable interest entity, Wuhan Fengze Agricultural Science and Technology Development Co., Ltd., a Chinese limited liability company (“Fengze” or the “VIE”), where WFOE is deemed the primary beneficiary; Fengze’s subsidiary, Hubei Tianzhili Breeder Hog Co., Ltd., a Chinese limited liability company (“Tianzhili”).
Hubei Tianzhili (Hefeng) Breeder Hog Co., Ltd. (“Hefeng”), a wholly-owned subsidiary of Tianzhili and a Chinese limited liability company, was incorporated on January 16, 2013. All of Tianli’s operations are conducted by Fengze, Tianzhili, and Hefeng whose results of operations are consolidated into those of Tianli. HCS and WFOE are sometimes referred to as the “subsidiaries”. Tianli, its consolidated subsidiaries and Fengze, Tianzhili and Hefeng are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity.
Tianli was incorporated in the British Virgin Islands on November 9, 2009 as a limited liability company. The Company is engaged in the business of breeding, raising, and selling hogs for use in China’s pork meat production and hog breeding by other hog producers. The Company also sold pork products through its retail operation operated until June 2012. The Company operates eleven production farms in areas around Wuhan City, within Hubei Province, People’s Republic of China (“PRC”). Its wholly owned subsidiary, HCS, was incorporated in Hong Kong on November 24, 2009 as a limited liability company. Other than its equity interest in HCS, Tianli does not own any assets or conduct any operations.
WFOE was incorporated in Wuhan City on June 2, 2005. On November 26, 2009, HCS entered into a stock purchase agreement with WFOE where HCS would acquire a 100% equity interest of WFOE. On January 19, 2010, the Wuhan Municipal Commission of Commerce approved the ownership change. On January 27, 2010, the ownership change was declared effective by Wuhan Administrator for Industry & Commerce. HCS acquired WFOE and became the holder of 100% of the equity interest of WFOE, and WFOE effectively became the wholly-owned subsidiary of the Company. Other than the equity interest in WFOE, HCS does not own any assets or conduct any operations.
WFOE conducts its business through Fengze, which is consolidated as a variable interest entity, as discussed below.
Chinese laws and regulations currently do not prohibit or restrict foreign ownership in hog breeding businesses. However, Chinese laws and regulations do prevent direct foreign investment in certain industries. On December 1, 2009, to protect the Company’s stockholders from possible future foreign ownership restrictions, Fengze and all of the stockholders of Fengze (“Principal Stockholders”) entered into an Entrusted Management Agreement (the “EMA”) with WFOE, which provides that WFOE will be fully and exclusively responsible for the management of Fengze. WFOE is also entitled to receive the residual return of Fengze. As a result of the agreement, WFOE will absorb 100% of the expected losses and gains of Fengze, which results in WFOE being the primary beneficiary of Fengze.
WFOE also entered into a Pledge of Equity Agreement (the “PEA”) with the Principal Stockholders, who pledged all their equity interest in Fengze to WFOE. The PEA, which was entered into by each Principal Shareholder, pledged each of the Principal Stockholders’ equity interest in Fengze as a guarantee for the entrustment payment under the EMA.
In addition, WFOE entered into an Option Agreement (the “OA”) to acquire the Principal Stockholders’ equity interest in Fengze if or when permitted by the PRC laws.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 1—ORGANIZATION AND DESCRIPTION OF BUSINESS (CONTINUED)
Collectively, the EMA, PEA and OA are referred to as the Exclusive Agreements, based upon which the Company consolidates the variable interest entity, Fengze, as required by generally accepted accounting principles in the United States (“US GAAP”), because the Company is the primary beneficiary of the VIE. The profits and losses of Fengze are allocated to WFOE and thus to the Company based upon the EMA.
The Company completed its Initial Public Offering (“IPO”) on July 19, 2010, whereby it issued 2,000,000 shares of its common stock at a price of $6.00 per share.
On May 12, 2011, the Company acquired its eleventh farm from An Puluo Development Co. (“An Puluo”), which is located in Enshi Tujia and Miao Autonomous Prefecture of Hubei Province, for a purchase price of $2.2 million.
On June 22, 2011, Fengze established Hubei Tianzhili Breeder Hog Co., Ltd., a wholly owned subsidiary (“Tianzhili”), in Enshi City, Hubei Province as a limited liability company. Tianzhili engaged in the business of raising and selling black hogs through several major Chinese retail channels in cooperation with An Puluo. This collaborative agreement commenced in the third quarter of 2011 and was terminated as of June 15, 2012.
On November 5, 2012, XMRJ LLP (“XMRJ”), a limited partner enterprise formed under Chinese law that engages in equity investments in China, agreed to invest RMB 10,000,000, or approximately $1,600,000, in Hubei Tianzhili. Until such investment, Tianzhili was a wholly-owned subsidiary of Fengze. Tianzhili conducts our black hog breeding operations. In consideration for its commitment to make the investment and an interest free loan, XMRJ received a 40% equity interest in Tianzhili. As of December 31, 2012, Tianzhili received $1,057,636 or RMB 6,666,670 from XMRJ.
In connection with its investment in Tianzhili, XMRJ will loan RMB 5,000,000, or approximately $800,000, to Tianzhili without interest burden for a term commencing when the loan is made and ending when XMRJ decides to withdraw its investment in Tianzhili.
On January 16, 2013, Tianzhili established Hubei Tianzhili (Hefeng) Breeder Hog Co., Ltd., a wholly owned subsidiary (“Hefeng”) of Tianzhili, in Enshi City, Hubei Province as a limited liability company.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with US GAAP. The basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). The Company’s functional currency is the Chinese Renminbi (“RMB”); however the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). All significant intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of these financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from these estimates. Significant estimates include the useful lives of property and equipment, land use rights and biological assets, and assumptions used in assessing impairment for long-term assets.
Principles of Consolidation
Pursuant to US GAAP, Fengze is the VIE of the Company and the Company is the primary beneficiary of the VIE. Accordingly, the VIE has been consolidated in the Company’s financial statements.
Based on various VIE agreements, the Company is able to exercise control over the VIE, and obtain the financial interests such as the periodic income of the VIE through the EMA, PEA, and OA and to acquire the net assets of VIE through purchase of its equities at essentially no cost. The Company therefore concluded that its interest in the VIE is not a non-controlling interest and therefore is not classified as such. Based on the Exclusive Agreements the amount of controlling interest of the Fengze shareholders, who are holding shares of the VIE for the Company, is zero. They exercise no controls over the VIE and no financial interests of ownership are due to them either for periodic income or the net assets.
Cash and Cash Equivalents
Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value. Restricted cash is excluded from cash and cash equivalents.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounts Receivable
Accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the failure of customers to make required payments. The Company reviews the accounts receivable on a periodic basis and makes allowances where there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customer’s payment history, its current credit-worthiness and current economic trends. Management believes that the accounts receivable is fully collectable.
Therefore, no allowance for doubtful accounts is deemed to be required at September 30, 2013 and December 31, 2012.
Inventories
Inventories are stated at the lower of cost, as determined by the weighted-average method, or market. Management compares the cost of inventories with the market value, and allowance is made for writing down the inventories to their market value if that is lower. Costs of raised animals include proportionate costs of breeding, including amortization of the breeding herd or biological assets, plus the costs of feed and other maintenance costs through the balance sheet date. Management inspects and monitors inventory on a continual basis.
Prepaid Expenses
Prepaid expenses at September 30, 2013 and December 31, 2012 totaled $41,046 and $237,247, respectively, and includes prepayments to suppliers for merchandise that had not yet been shipped to us, as well as services that had not yet been provided to us. We recognize prepayments as inventory or expense as suppliers make delivery of goods or provide services, in compliance with our accounting policy. For the nine months ended September 30, 2013 and 2012, the Company had amortized its prepaid insurance expense and service expense of $243,850 and $84,200, respectively.
Plant and Equipment
The Company states plant and equipment at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized. When plant and equipment assets are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any resulting gain or loss is recorded as an operating expense. In accordance with US GAAP, the Company examines the possibility of decreases in the value of plant and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes depreciation using the straight-line method over the estimated useful lives of the assets with a residual value of 5% of plant and equipment.
Estimated useful lives of the Company’s assets are as follows:
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Useful Life
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Buildings
|
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20 years
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Vehicles
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|
5 years
|
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Office equipment
|
|
5 years
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|
Production equipment
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5-10 years
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TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Construction in Progress
Construction in progress consists of amounts expended for building construction of new breeding and animal rearing facilities. Once the building construction is completed and the facilities are approved for adequate breeding and animal rearing activity, the construction in progress assets are categorized as buildings and production equipment and are then accounted for in plant and equipment. Assets accounted for as plant and equipment are used in the Company’s production process, whereupon they are depreciated over their estimated useful lives.
Biological Assets
Biological assets consist primarily of hogs purchased or selected from the Company’s own production for breeding and farrowing, which management believes will produce piglets that grow faster and have better quality breeding capabilities and carcasses with a high percentage of meat and a small quantity of fat. The costs to purchase and cultivate these breeding hogs and the expenditures related to labor and materials to feed the breeding hogs until they become commercially productive and breedable are capitalized. When these breeding hogs are entered into breeding and farrowing production, amortization of the costs of these breeding hogs commences. The estimated production life for breeding hogs is three years, and the costs are amortized to a residual value of $76 (RMB 500). After the breeding hogs have completed their production life of breeding, these breeding hogs are then transferred into inventory as the vast majority of these breeding hogs will then be sold for meat processing. Expenses incurred maintaining breeding hogs during gestation until piglets are weaned are capitalized into inventory and included in Work in process—biological assets, a component of inventories. If these breeding hogs produce piglets which are deemed appropriate for internal breeding purposes, the gestation and raising costs until weaned for these piglets are then allocated into biological assets.
Amortized expenses pertaining to biological assets are included in inventory costs for those piglets to be sold and ultimately become a component of cost of goods sold.
Land Use Rights
According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Land use rights are being amortized using the straight-line method over their lease terms.
The Company carries land use rights at cost less accumulated amortization. In accordance with US GAAP, the Company examines the possibility of decreases in the value of land use rights when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes amortization using the straight-line method over the 50 year life of the land use rights.
Impairment of Long-lived Assets
In accordance with US GAAP, the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the nine months ended September 30, 2013 and 2012.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments
Effective January 1, 2008, the Company adopted ASC 820, Fair Value Measurements and Disclosure (“ASC 820”) for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.
ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.
The Company did not identify any assets and liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the relevant accounting standards.
The carrying values of cash and cash equivalents, trade receivables and payables, and short-term bank loans and debts approximate their fair values due to the short maturities of these instruments.
Non-controlling Interest
Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.
Revenue Recognition
The Company generates revenues from the business of breeding, raising, and selling hogs for use in Chinese pork meat production and the sale of hogs for breeding by other hog producers. From September 30, 2011, until June 15, 2012, the Company also generated revenue from selling processed pork products to retailers. In April 2013, the Company resumed its sales of processed pork products to retailers and supermarkets.
Revenues generated from the sales of breeding and meat hogs and processed pork are recognized when these products are delivered to customers in accordance with previously agreed upon pricing and delivery arrangements, and the collectability of these sales is reasonably assured. Cash payment, which sometimes is in the form of wired cash transfers to the Company’s bank account, is usually received by the Company at the time the hogs are sold. Sold hogs and processed pork are not returnable and accordingly, no provision has been made for returnable goods. The customers are responsible for the shipping of the hogs that they have purchased.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Collaborative Arrangements
The Company evaluates whether an arrangement is a collaborative arrangement under FASB ASC Topic 808, Collaborative Arrangements, at its inception based on the facts and circumstances specific to the arrangement. The Company also reevaluates whether an arrangement qualifies or continues to qualify as a collaborative arrangement whenever there is a change in either the roles of the participants or the participants’ exposure to significant risks and rewards dependent on the ultimate commercial success of the endeavor. For those collaborative arrangements where it is determined that the Company is the principal participant, costs incurred and revenue generated from third parties are recorded on a gross basis in the financial statements.
The Company’s collaboration agreements with third parties are performed on a ‘‘best efforts’’ basis with no guarantee of either technological or commercial success.
Payments to and from the Company’s collaboration partners are presented in the statements of income based on the nature of the arrangement (including its contractual terms), the nature of the payments and applicable accounting guidance. Under the collaborative agreement with An Puluo, the Company was the principal in the transaction and the Company recorded revenues when An Puluo sold the product and title passed to its customer. The Company and An Puluo shared the profit from this collaborative business and all profit sharing to An Puluo was recorded as part of Cost of sales in the Company’s consolidated statements of income. On June 15, 2012, the Company terminated the collaborative agreement with An Puluo.
In accordance with the Company’s collaborative agreement with An Puluo, the Company was able to establish retail operations within existing retail facilities with whom An Puluo had ongoing business arrangements. In these retail facilities, the Company was permitted to retail pork products. The owners of these retail facilities were responsible for collection of all retail sales made by the Company. These retail facilities were responsible for remitting to the Company the sales revenue that they collected on behalf of the Company, less any fees for operating a retail operation in their facility. The receivable as of June 15, 2012, along with all assets and liabilities generated and incurred under the collaborative arrangement, has been assumed by An Puluo after the Company terminated the collaborative arrangement as An Puluo has the capacity to operate a retail operation. Net assets and liabilities that arose under this terminated collaborative arrangement have been resolved as of December 31, 2012 and are reflected as $0 in net assets and liabilities of discontinued operations.
According to the agreement, the Company and An Puluo shared the net income of the collaborative retail business on a ratio of 60% to the Company and 40% to An Puluo.
Profit sharing to An Puluo during the nine months ended September 30, 2012 was $26,120
. The profit sharing payable though June 15, 2012 has been resolved with An Puluo as part of the termination of the collaborative arrangement.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Segment Information
The Company follows FASB ASC 280-Segment Reporting, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance. The Company’s management has determined that as of December 31, 2012 their operations are in one segment, that of hog farming. While the Company operated under the collaboration agreement with An Puluo it operated under two segments, that of hog farming and retail pork product sales. Subsequent to the cancellation of the collaboration agreement on June 15, 2012, the Company operates in the hog farming segment only.
In the second and third quarters of 2013, the Company entered into distribution agreements with supermarkets whereby the Company is permitted to sell processed pork products in the supermarkets’ retail facilities. Consequently, management has determined that the Company is now operating in two segments, hog farming and retail.
Income Taxes
The Company accounts for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The Company did not have any deferred tax assets or liabilities as of September 30, 2013 and December 31, 2012.
The Company is subject to the Enterprise Income Tax law (“EIT”) of the People’s Republic of China. However, according to the EIT, companies that are engaged in the agricultural business and primary processing of agricultural products are exempt from the 25% enterprise income tax. The Company is engaged in breeding, raising, and selling hogs for use in Chinese pork meat production and hog breeding, which is exempt from the Chinese income tax. Tianli is incorporated in the British Virgin Islands. Under the current tax laws of the British Virgin Islands, the Company is not subject to income taxes.
In addition, the Company is not subject to the PRC’s 17% VAT tax for hog sales or the 5% business tax levied on incomes from services rendered. According to the PRC tax regulations, companies engaging in agricultural business are exempt from these taxes. With respect to the Company’s terminated collaboration agreement with An Puluo, the Company had engaged in retail sales activities through the collaborative agreement with An Puluo which were not exempt from VAT taxes. With respect to this operation, the Company was required to collect VAT taxes of 13% from their customers. In April 2013, the Company resumed retail operations when it entered into distribution agreements with supermarkets whereby the Company will distribute products in the supermarkets’ facilities. The Company believes that because it is directly selling its pork products, such sales are exempt from VAT taxes. As of September 30, 2013 and December 31, 2012, the Company has no VAT payable with respect to its retail operations.
Basic and Diluted Earnings per Share
The Company reports earnings per share in accordance with FASB ASC 260 “Earnings per share”. The Company’s basic earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Company’s outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. There were no dilutive instruments outstanding during the nine months periods ended September 30, 2013 and 2012.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Foreign Currency Translation
As of September 30, 2013 and December 31, 2012, the accounts of Tianli were maintained and its financial statements were expressed in Chinese Renminbi (RMB). Such financial statements were translated into United States Dollars (USD) in accordance with US GAAP, with the RMB as the functional currency. All assets and liabilities are translated at the current exchange rates as of the balance sheet dates. These rates were RMB 6.14 per US dollar and RMB 6.30 per US dollar as of September 30, 2013 and December 31, 2012, respectively. Stockholders’ equity is translated at the historical rates and items in the statements of operations and cash flows are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with US GAAP as a component of stockholders’ equity.
During the nine months ended September 30, 2013 and 2012, the transactions of Tianli were denominated and recorded in RMB and are translated at the average rates of exchange for the period. There rates were RMB 6.21 and RMB 6.31 per US dollar for the nine months ended September 30, 2013 and 2012, respectively. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.
Stock Based Compensation
In December 2004, the Financial Accounting Standards Board, or FASB, issued FASB ASC 718-10-55 - Compensation-Stock Compensation, or ASC 718-10-55. Under ASC 718-10-55, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In addition, FASB ASC 825-10-50-10 – Financial Instruments – Overall – Disclosures, or ASC 825-10-50-10, expresses views of the Securities and Exchange Commission, or the SEC, staff regarding the interaction between ASC 718-10-55 and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. The Company’s compensation cost is measured on the date of grant at its fair value. Such compensation amounts, if any, are amortized over the respective vesting periods or period of service of the option grant.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Contingencies
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessments inherently involve an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.
Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
Accrual of Environmental Obligations
ASC Section 410-30-25 “Recognition” of environmental obligations requires the accrual of a liability if both of the following conditions are met:
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a)
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Information available before the financial statements are issued or are available to be issued indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements.
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b)
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The amount of the loss can be reasonably estimated.
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As of September 30, 2013 and December 31, 2012, the Company did not have any environmental remediation obligations, nor did it have any asset retirement obligations under ASC 410. Furthermore, the Company did not have any environmental remediation loss contingencies requiring recognition or disclosure in its financial statements.
Reclassifications
Certain reclassifications have been made to the prior periods’ financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or the sum of retained earnings and statutory reserves.
Recently Issued Accounting Pronouncements
In July 2012, FASB issued Accounting Standards Update ("ASU") No. 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. ASU No. 2012-02 simplifies the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. ASU No. 2012-02 allows an entity the option of first performing a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The amendments in this ASU are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of ASU No. 2012-02 will not have an impact on our consolidated financial statements.
In September 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU would allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of ASU 2011-08 did not have an impact on our consolidated financial statements.
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. Under the amendments, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The presentation option under current GAAP to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity has been eliminated. The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted because compliance with amendments is already permitted. We already comply with this presentation.
A variety of proposed or otherwise
potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, we have not determined whether implementation of such proposed standards would be material to our consolidated financial statements
.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 3—DISCONTINUED OPERATIONS
On June 15, 2012, the Company entered into a termination agreement with An Puluo to terminate its collaborative agreement retail business.
Pursuant to the termination agreementon, the Company cancelled the collaborative agreement with An Puluo. After the termination, the Company no longer had any operations in the retail segment. As of June 15, 2012, the Company had realized accumulated retained earnings of $240,286 from its collaborative arrangement with An Puluo since the inception of the collaboration.
In accordance with Accounting Standard Codification (“ASC”) 360 (Formerly FAS 144) of Financial Accounting Standards Board (“FASB”), Accounting for Impairment or Disposal of Long-Lived Assets, the Company has reflected the An Puluo collaboration agreement, formerly the Company’s retail segment, as discontinued operations with results of operations reflected in the consolidated statements of operations through the date of the sale as discontinued operations for all periods presented. The assets, liabilities and equity of the retail segment in the Company’s consolidated balance sheets as of December 31, 2012 have been reclassified as discontinued operations. The cash flows from discontinued operations have also been reclassified. The Company has recorded a gain from operations of the discontinued operation, net of income taxes, of $39,179 for the nine months ended September 30, 2012.
The following table presents the revenues and net gain from discontinued operations for the periods presented:
|
|
|
For the Nine Months Ended September 30,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
1,902,575
|
|
|
Net gain (loss) from discontinued operations
|
|
$
|
-
|
|
|
$
|
39,179
|
|
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 4—ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Accounts receivable
|
|
$
|
305,606
|
|
|
$
|
158,047
|
|
|
Less: Allowance for doubtful accounts
|
|
|
-
|
|
|
|
-
|
|
|
|
|
$
|
305,606
|
|
|
$
|
158,047
|
|
NOTE 5—INVENTORIES
Inventories consisted of the following:
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Raw materials
|
|
$
|
1,131,789
|
|
|
$
|
1,678,406
|
|
|
Work in process—biological assets
|
|
|
4,629,021
|
|
|
|
4,385,742
|
|
|
Infant hogs
|
|
|
4,948,284
|
|
|
|
4,168,745
|
|
|
Finished goods
|
|
|
67,555
|
|
|
|
-
|
|
|
|
|
$
|
10,776,649
|
|
|
$
|
10,232,893
|
|
Management compares the cost of inventories with the market value, and allowance is made for writing down the inventories to their market value, if lower. As of September 30, 2013 and December 31, 2012, the Company determined that no such write downs were necessary. The term “Work in process—biological assets” has the meaning set forth above in Note 2—Biological Assets.
Finished goods included in the Company’s inventories were the processed pork products available to sell through the Company’s retail operation.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 6—ADVANCES TO SUPPLIERS
The Company makes advances for materials or services the Company uses in its operations. As of September 30, 2013 and December 31, 2012, advances to suppliers amounted to $62,903 and $189,094, respectively.
NOTE 7—OTHER RECEIVABLES
At September 30, 2013 and December 31, 2012, the Company reported other receivables of $1,202,739 and $208,325, respectively, including an allowance for doubtful receivables of $57,037 and $55,547.
The balances as of September 30, 2013 and December 31, 2012 included a deposit of $162,962 and $158,702 to a professional loan guarantee service company for obtaining a short-term loan from Shanghai Pudong Development Bank.
In August 2013, the Company entered into a promotional agreement with a marketing company to prepare a series of nationwide promotional activities to promote “Tianli-Xidouhei” black hogs for the 2014 Chinese New Year holiday. According to the agreement, the Company provided a security deposit of $977,772 to the marketing company. The deposit will be returned after the end of the promotional activities.
NOTE 8—RESTRICTED CASH
At September 30, 2013 and December 31, 2012, the Company reported restricted cash of $651,848 and $793,512. The restricted cash as of September 30, 2013 and December 31, 2012 were deposits as part of collateral for the short-term loans from Shanghai Pudong Development Bank and Bank of Communications.
NOTE 9—PLANT AND EQUIPMENT
Plant and equipment consist of the following:
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Buildings
|
|
$
|
28,036,657
|
|
|
$
|
25,219,192
|
|
|
Vehicles
|
|
|
723,905
|
|
|
|
693,742
|
|
|
Office equipment
|
|
|
554,719
|
|
|
|
535,870
|
|
|
Production equipment
|
|
|
3,048,734
|
|
|
|
2,931,485
|
|
|
|
|
|
32,364,015
|
|
|
|
29,380,289
|
|
|
Less: Accumulated depreciation
|
|
|
(6,511,305
|
)
|
|
|
(4,979,716
|
)
|
|
|
|
$
|
25,852,710
|
|
|
$
|
24,400,573
|
|
Depreciation expense was $1,380,653 and $1,130,448 for the nine month periods ended September 30, 2013 and 2012, respectively. For the three months ended September 30, 2013 and 2012, the depreciation expense was $472,022 and $398,110, respectively.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 10—CONSTRUCTION IN PROGRESS
Construction in progress consists of amounts expended for the construction of new breeding and animal rearing facilities. Once construction is completed and the facilities are approved to be used for breeding and animal rearing activity, the construction in progress assets are placed into production and transferred into plant and equipment, whereupon they are depreciated over their estimated useful lives. As of September 30, 2013 and December 31, 2012, the construction in progress was $16,296 and $1,655,901, respectively. Included in this amount were:
|
·
|
$16,296 and $38,089 as of September 30, 2013 and December 31, 2012 for building up a new feed processing facility, a new refrigerator and improvements of several of the Company’s hog farms. The new refrigerator had been installed in the second quarter of 2012. The construction for the new feed processing facility was scheduled to be finished in the fourth quarter of 2013; and
|
|
·
|
$0 and $1,617,812 as of September 30, 2013 and December 31, 2012, respectively, funding to local independent farmers to construct small-scale hog farms. Since the year ended December 31, 2011, the Company signed 7 joint development agreements, for periods of approximately 10 years, with 7 local cooperatives in the Enshi Autonomous Prefecture in Hubei Province whereby the Company, the relevant governmental agencies and the cooperatives will assist participating farmers to breed and raise Enshi black hogs which will be purchased by the Company for resale as meat hogs or retained or sold as breeders at the Company’s discretion. Under these agreements, the Company provides funds to local independent farmers to construct small-scale hog rearing facilities, within the cooperatives, which are sufficient for the Company’s requirements to grow black hogs for sale to the Company. Pursuant to these joint development agreements, title to the physical plant and equipment included in these small-scale hog rearing facilities belongs to the Company while the local cooperatives (and the individual farmers) have the right to use them. As of September 30, 2013 and December 31, 2012, the Company has expended a total of $12.94 million and $10.54 million to build these hog rearing facilities. With respect to three of the cooperatives located in Xianfeng County, Enshi Autonomous Prefecture, the Company has purchased $1.31 million of hog rearing facilities and equipment that has been completed and is operational and included in plant and equipment as of September 30, 2013 and December 31, 2012. With regard to four of the cooperatives located in Laifeng County, Enshi Autonomous Prefecture, the Company has purchased $11.63 million and $9.26 million of hog rearing facilities and equipment, including $11.63 million and $7.65 million of hog rearing facilities and equipment that has been completed and recorded as part of plant and equipment as of September 30, 2013 and December 31, 2012. The remaining balance of $1.62 million which had not been completed and was not operational as of December 31, 2012, is included in construction in progress as of December 31, 2012.
|
According to the joint development agreements, each participating farmer paid a deposit of approximately one-third of the construction cost of the hog farm to the Company upon completion of the respective hog farm. The deposit is amortized against the depreciation expense over a period of 10 years. Should the farmer withdraw from the program within this period, the deposit will be refunded proportionately. As of September 30, 2013 and December 31, 2012, deposits from farmers were $3,551,662 and $2,893,014, respectively, and were included in other payables.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 11—BIOLOGICAL ASSETS
Biological assets consist of the following:
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Breeding hogs
|
|
$
|
7,305,394
|
|
|
$
|
6,779,893
|
|
|
Less: Accumulated amortization
|
|
|
(3,581,032
|
)
|
|
|
(2,422,047
|
)
|
|
|
|
$
|
3,724,362
|
|
|
$
|
4,357,846
|
|
Amortization of the biological assets, included as a component of inventory, for the nine month periods ended September 30, 2013 and 2012 was $1,080,455 and $931,890, respectively. For the three months ended September 30, 2013 and 2012, the amortization expense was $366,761 and $316,301, respectively.
NOTE 12—LONG-TERM PREPAID EXPENSES
Long-term prepaid expenses primarily consist of prepaid rental expenses for three parcels of land comprising the Company’s eleventh farm. The prepaid rental expenses are being amortized using the straight-line method over the lease term of 21.33 years.
Long-term prepaid expenses at September 30, 2013 and December 31, 2012 are as follows:
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Long-term prepaid rental expenses
|
|
$
|
1,827,866
|
|
|
$
|
1,780,089
|
|
|
Others
|
|
|
-
|
|
|
|
85,700
|
|
|
|
|
|
1,827,866
|
|
|
|
1,865,789
|
|
|
Less: Accumulated amortization
|
|
|
(207,063
|
)
|
|
|
(184,301
|
)
|
|
|
|
$
|
1,620,803
|
|
|
$
|
1,681,488
|
|
Amortization expense for the nine months ended September 30, 2013 and 2012 was $63,467 and $84,200, respectively. For the three months ended September 30, 2013 and 2012, the amortization expense was $21,695 and $27,880.
The estimated amortization expense of long-term prepaid expenses over each of the next five years and thereafter will be $84,623 per annum.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 13—INTANGIBLE ASSETS
According to the laws of PRC, the government owns all the land in PRC. Companies or individuals are authorized to possess and use land only through land use rights granted by the Chinese government. Land use rights are being amortized using the straight-line method over the lease term of 50 years.
Land use rights at September 30, 2013 and December 31, 2012 are as follows:
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Land use rights
|
|
$
|
1,727,690
|
|
|
$
|
1,682,532
|
|
|
Less: Accumulated amortization
|
|
|
(238,093
|
)
|
|
|
(196,759
|
)
|
|
|
|
$
|
1,489,597
|
|
|
$
|
1,485,773
|
|
Amortization expense for the nine month periods ended September 30, 2013 and 2012 was $35,609 and $37,337, respectively, and for the three months ended September 30, 2013 and 2012 was $10,658 and $12,423.
The estimated amortization expense of land use rights over each of the next five years and thereafter will be $47,479 per annum.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 14—SHORT-TERM LOANS
As of September 30, 2013 and December 31, 2012, the short-term loans are as follows:
|
|
|
September 30, 2013
|
|
|
December 31, 2012
|
|
|
Loan payable to Wuhan Rural Commercial Bank, annual interest rate of 9.184%, due by June 20, 2014, guaranteed by Wuhan Science and Technology Guarantee Co., Ltd.
|
|
$
|
782,218
|
|
|
$
|
761,772
|
|
|
Loan payable to Wuhan Rural Commercial Bank, annual interest rate of 8.100%, due by July 22, 2013, guaranteed by Xin Zhang
|
|
|
-
|
|
|
|
825,253
|
|
|
Loan payable to Shanghai Pudong Development Bank, annual interest rate of 6%, due by July 9, 2013, guaranteed by Wuhan Agriculture Guarantee Co., Ltd., Xin Zhang, and Hangyin Li with collateral of $804,829 restricted cash
|
|
|
-
|
|
|
|
1,587,025
|
|
|
Loan payable to Shanghai Pudong Development Bank, annual interest rate of 6%, due by August 12, 2013, guaranteed by Wuhan Agriculture Guarantee Co., Ltd., Xin Zhang, and Hangyin Li with collateral of $797,881 restricted cash
|
|
|
-
|
|
|
|
2,340,861
|
|
|
Loan payable to Bank of Communications, annual interest rate of 7.8%, due by November 22, 2013, guaranteed by Wuhan Agriculture Guarantee Co., Ltd. with collateral of $651,848 restricted cash
|
|
|
1,629,620
|
|
|
|
1,587,024
|
|
|
|
|
$
|
2,411,838
|
|
|
$
|
7,101,935
|
|
As of December 31, 2012, the Company had paid $163,718 and $32,193 to guarantee service providers for providing guarantees of the loans from Shanghai Pudong Development Bank and Bank of Communications. No such payment was made during the nine months ended September 30, 2013. The amount of $114,122 and $0 was amortized and recorded as interest expense for the nine months ended September 30, 2013 and 2012, respectively.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 15—ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As of September 30, 2013 and December 31, 2012, accounts payable and accrued liabilities are as follows:
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Accounts payable
|
|
$
|
145,896
|
|
|
$
|
146,568
|
|
|
Other taxes payable
|
|
|
540
|
|
|
|
571
|
|
|
Others
|
|
|
-
|
|
|
|
43,672
|
|
|
|
|
$
|
146,436
|
|
|
$
|
190,811
|
|
NOTE 16—OTHER PAYABLES
Other payables at September 30, 2013 and December 31, 2012 were $3,593,704 and $2,893,332, respectively. Included in other payables as of September 30, 2013 were mainly deposit payables of $3,551,662. At December 31, 2012, other payables were comprised of deposits payable of $2,893,014.
Since the year ended December 31, 2011, the Company signed 7 joint development agreements with 7 local cooperatives in the Enshi Autonomous Prefecture in Hubei Province. Under these agreements, the Company provides funding to local independent farmers to construct small-scale hog farms in which the farmers will grow black hogs for sale to the Company.
According to the joint development agreements, each participating farmer paid a deposit of approximately one-third of the construction cost of the hog farm to the Company upon completion of the respective hog farm. The deposit is amortized against the depreciation expense over a period of 10 years. Should the farmer withdraw from the program within this period, the deposit will be refunded proportionately. As of September 30, 2013 and December 31, 2012, deposits from farmers were $3,551,662 and $2,893,014, respectively.
The amortization of deposit payables for the nine months ended September 30, 2013 and 2012 was $121,799 and $48,848, respectively. The following table sets forth the aggregate future amortization expected for the next five years:
|
|
|
Amortization
|
|
|
2014
|
|
$
|
162,399
|
|
|
2015
|
|
$
|
162,399
|
|
|
2016
|
|
$
|
162,399
|
|
|
2017
|
|
$
|
162,399
|
|
|
2018
|
|
$
|
162,399
|
|
|
Thereafter
|
|
$
|
2,739,667
|
|
NOTE 17—RELATED PARTY TRANSACTIONS
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. The amount due to related party was $128,380 and $125,842 as of September 30, 2013 and December 31, 2012, respectively. The amount represented the advances from the Company’s shareholder and chief executive officer, Hanying Li, for operating purposes. Such advances are non-interest bearing and due upon demand.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 18—CAPITAL STOCK
The Company is authorized to issue 50,000,000 shares of common stock, $0.001 par value, and as of September 30, 2013 and December 31, 2012, it had 13,442,000 shares and 11,194,000 shares issued and outstanding, respectively.
The Company agreed to grant to its investor relations firm 44,000 shares of the Company’s common stock for services to be rendered up through October 2011 pursuant to an agreement made in October 2010. The shares were valued at $234,080 and amortized over the service term. The amortization of this grant was $234,080 for the year ended December 31, 2011. In July 2011, the Company issued 10,000 shares of the 44,000 shares to the investor relationship consulting firm. The remaining 34,000 shares were issued on October 11, 2012.
In July 2010 the Company closed its initial public offering. As part of the offering it issued to the placement agent 200,000 warrants to purchase shares of the Company's common stock at a price of $7.30 per share. These warrants are exercisable for five years.
On December 6, 2010 the Company granted 26,000 options with an exercise price of $6.00 to a director with vesting of one-third as of the date of grant, one-third vesting in December 2011, and the final one-third vesting in December 2012, contingent on the director continuing to serve as a board member. The option can be exercised through January, 2017. The Company recognizes the compensation cost over the award’s service period and for the year ended December 31, 2012 and 2011, the amortization of these options amounted to $21,373 and $21,374, respectively, based on a Black Scholes valuation of the options as of the date of the grant.
On July 12, 2012, the Company issued 1,000,000 shares of common stock as compensation to its consultants and employees, comprised of 960,000 shares to marketing consultants for black hog sales and 40,000 shares to its employees. The Company recognizes the compensation cost of $1,130,000 as part of its selling expense.
On October 11, 2012, the Company issued 25,000 shares of the Company’s common stock to the investor relationship consulting firm for its 2012 consulting services. The shares were valued at $37,000 and recognized as compensation cost as part of the Company’s general and administrative expenses.
On June 5, 2013, the Company issued 10,000 shares of the Company’s common stock to an investor relations consulting firm for its 2013 consulting services. The shares were valued at $5,600 and recognized as compensation cost as part of the Company’s general and administrative expenses.
On September 28, 2013, the Company entered into a subscription agreement with Mr. Wei Gong, a Director of Wuhan East Lake Hi-tech Incubation Center, for the issuance and sale of 2,760,000 common shares with a total purchase price of $3,201,600 or $1.16 per share. On the same date, the Company issued and sold to Mr. Gong 2,238,000 of the 2,760,000 common shares for a total purchase price of $2,596,080.
The fair value of the director options and the placement agent warrants were estimated as of the grant date using the Black Scholes options pricing model. The determination of the fair value is affected by the price of the Company’s common stock at the date of the grant as well as assumptions made regarding the expected price volatility of the common stock over the terms of the grant, the risk-free interest rate and any expected dividends.
The table below provides the estimated fair value of the director options, and the significant assumptions used to determine their values.
|
|
|
Director Options
|
|
Placement Agent Warrants
|
|
Estimated Fair Value Per Option or Warrant
|
|
$2.47
|
|
$0.56
|
|
Stock Price at Date of Grant
|
|
$5.66
|
|
$4.36
|
|
Assumptions:
|
|
|
|
|
|
Dividend Yield
|
|
0%
|
|
0%
|
|
Stock Price Volatility
|
|
50.8%
|
|
31.3%
|
|
Risk-Free Interest Rate
|
|
1.60%
|
|
1.40%
|
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 18—CAPITAL STOCK (CONTINUED)
The following table summarizes the stock options and warrants outstanding as of September 30, 2013 and December 31, 2012 and the activity during the nine months ended September 30, 2013.
|
|
|
Options
|
|
|
Weighted Average Exercise Price
|
|
|
Warrants
|
|
|
Weighted Average Exercise Price
|
|
|
Outstanding as of December 31, 2012
|
|
|
26,000
|
|
|
$
|
6.00
|
|
|
|
210,000
|
|
|
$
|
7.21
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Outstanding at September 30, 2013
|
|
|
26,000
|
|
|
$
|
6.00
|
|
|
|
210,000
|
|
|
$
|
7.21
|
|
|
Exercisable at September 30, 2013
|
|
|
19,500
|
|
|
$
|
6.00
|
|
|
|
210,000
|
|
|
$
|
7.21
|
|
The weighted average remaining contractual life for the options and the warrants is 3.25 years and 1.75 years, respectively. The market value of the Company’s common stock was $0.98 and $0.85 as of September 30, 2013 and December 31, 2012, respectively. The intrinsic value of the outstanding options and the warrants as of September 30, 2013 and December 31, 2012 was $0.
NOTE 19—STATUTORY RESERVES
As stipulated by the Company Law of the PRC, net income after taxation can only be distributed as dividends after appropriation has been made for the following:
|
|
•
|
|
Making up cumulative prior years’ losses, if any;
|
|
|
•
|
|
Allocations to the “Statutory surplus reserve” of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company’s registered capital;
|
|
|
•
|
|
Allocations to the discretionary surplus reserve, if approved by the stockholders;
|
|
|
•
|
|
The transfer to this reserve must be made before distribution of any dividend to shareholders. The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholdings or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.
|
In accordance with the Chinese Company Law, the Company has allocated 10% of its net income as the statutory reserve contributions. The reserves amounted to $2,416,647 as of September 30, 2013 and December 31, 2012.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 20—CERTAIN RISKS AND CONCENTRATION
Credit risk and major customers
As of September 30, 2013 and December 31, 2012, 99% and 97% of the Company’s cash including cash on hand and deposits in accounts were maintained within the PRC where there is currently no rule or regulation in place for obligatory insurance to cover bank deposits in the event of a bank’s failure. However, the Company has not experienced any such losses and believes it is not exposed to any significant risks on its cash in bank accounts
The Company’s key customers are principally hog brokers, hog farmers and slaughterhouses, all of which are located in the PRC. The Company has not entered into long-term supply contracts with any of these major customers.
During the nine months ended September 30, 2013 and 2012, there were two customers that accounted more than 10% of the Company’s revenue, Wuhan Mingxiang Meat Factory Co. Ltd. and Wuhan Huangpi Hengdian Zhongxin slaughter house.
Risk arising from operations in foreign countries
Substantially all of the Company’s operations are conducted in China. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in China. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations.
Risk arising from contractual arrangements with Fengze
The Company conducts substantially all of its operations, and generates substantially all of its revenues, through contractual arrangements with Fengze that provide the Company with effective control over Fengze. The Company depends on Fengze to hold and maintain contracts with its customers. Fengze owns substantially all of the Company’s intellectual property, facilities and other assets relating to the operation of the Company’s business, and employs the personnel for substantially all of its business. Neither Tianli, nor HCS nor WFOE has any ownership interest in Fengze. Although WFOE’s contractual arrangements with Fengze are valid, binding and enforceable under current PRC laws and regulations, these contractual arrangements may not be as effective in providing the Company with control over Fengze as direct ownership of Fengze would.
NOTE 21—GOVERNMENT SUBSIDIES
The Company received subsidies of $103,972 and $161,838 in the nine months ended September 30, 2013 and 2012, respectively for recurring breeder hog subsidies and an award from the provincial government for the Company becoming a public company in the United States. All such subsidies are recorded as “subsidy income” in the financial statements.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 22—COMMITMENTS AND CONTINGENCIES
General
The Company follows ASC 450, Accounting for Contingencies, in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be been incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. The Company has not accounted for any loss contingencies as of September 30, 2013 and December 31, 2012.
Lease obligations
The Company’s lease for its office space has a remaining term of nine years. Also as a condition of being the holder of the land use rights for its hog farms, the Company makes rental payments to the government over the term of the land use rights, which range from 19 years to 50 years. The Company does not have capital leases. In most cases, management expects that, in the normal course of business, leases will be renewed or replaced. Net rental expense relating to the Company’s operating leases for the nine month periods ended September 30, 2013 and 2012 was $64,745 and $63,767, respectively. For the three months ended September 30, 2013 and 2012, the operating leases were $23,284 and $30,641.
The following table sets forth the aggregate minimum future annual rental commitments at September 30, 2013 under all non-cancelable leases for years ending December 31:
|
|
|
Operating Leases
|
|
|
2013 (full year)
|
|
$
|
83,991
|
|
|
2014
|
|
$
|
83,991
|
|
|
2015
|
|
$
|
83,991
|
|
|
2016
|
|
$
|
83,991
|
|
|
2017
|
|
$
|
83,991
|
|
|
Thereafter
|
|
$
|
1,618,418
|
|
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 22—COMMITMENTS AND CONTINGENCIES (CONTINUED)
Capital expenditures
The Company’s execution of the Enshi Black Hog program will require the Company to incur various costs and contribute various amounts to cover the costs of different aspects of the program as more fully described above. As of September 30, 2013 and December 31, 2012, the Company provided funds totaling $12.94 million and $10.54 million to local independent farmers to construct small-scale hog farms in which the farmers will grow black hogs for sale to the Company. Upon satisfactory completion of these farms, these farms would become fixed assets of the Company. The Company expects that further funding for this program will be required later this year, and management believes that such funds will be available out of the cash flow generated by operations.
Environmental matters
Environmental laws and regulations to which the Company is subject mandate additional concerns and requirements of the Company. Failure to comply with applicable laws, regulations and permits can result in injunctive actions, damages and civil and criminal penalties. The laws and regulations applicable to the Company's activities change frequently and it is not possible to predict the potential impact on the Company from any such future changes.
Although management believes that the Company is in material compliance with the statutes, laws, rules and regulations of every jurisdiction in which it operates, no assurance can be given that the Company’s compliance with the applicable statutes, laws, rules and regulations will not be challenged by governing authorities or private parties, or that such challenges will not lead to material adverse effects on the Company’s financial position, results of operations, or cash flows.
The Company is not involved in any legal matters. While incapable of estimation, in the opinion of the management, the individual regulatory and legal matters in which it might be involved in the future are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 23—SEGMENT INFORMATION
The Company follows FASB ASC 280-Segment Reporting, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance. As of September 30, 2013, the Company has two operating segments identified by products, “Hog Farming” and “Retail”. The hog farming segment consists of sales of our breeder hogs and market hogs. Our retail segment consists of the selling of processed pork products at the facilities of retailers.
The Company primarily evaluates performance based on income before income taxes excluding non-recurring items.
Condensed financial information with respect to these reportable business segments for the three months ended September 30, 2013 and 2012 is as follows:
|
Three Months Ended September 30, 2013
|
|
Hog Farming
|
|
|
Retail
|
|
|
Consolidated
|
|
|
Segment revenues
|
|
$
|
8,539,829
|
|
|
$
|
188,221
|
|
|
$
|
8,728,050
|
|
|
Inter-segment revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Revenues from external customers
|
|
$
|
8,539,829
|
|
|
$
|
188,221
|
|
|
$
|
8,728,050
|
|
|
Segment income (loss)
|
|
$
|
244,314
|
|
|
$
|
(42,922
|
)
|
|
$
|
201,392
|
|
|
Unallocated corporate loss
|
|
|
|
|
|
|
|
|
|
|
(27,937
|
)
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
173,455
|
|
|
Income taxes
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
$
|
173,455
|
|
|
Other segment information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
828,278
|
|
|
$
|
-
|
|
|
$
|
828,278
|
|
|
Three Months Ended September 30, 2012
|
|
Hog Farming
|
|
|
Retail
|
|
|
Consolidated
|
|
|
Segment revenues
|
|
$
|
6,574,673
|
|
|
$
|
-
|
|
|
$
|
6,574,673
|
|
|
Inter-segment revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Revenues from external customers
|
|
$
|
6,574,673
|
|
|
$
|
-
|
|
|
$
|
6,574,673
|
|
|
Segment loss
|
|
$
|
(1,125,206
|
)
|
|
$
|
-
|
|
|
$
|
(1,125,206
|
)
|
|
Unallocated corporate loss
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
(1,125,206
|
)
|
|
Income taxes
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
$
|
(1,125,206
|
)
|
|
Other segment information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
650,256
|
|
|
$
|
-
|
|
|
$
|
650,256
|
|
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 23—SEGMENT INFORMATION (CONTINUED)
|
As of September 30, 2013
|
|
Hog Farming
|
|
|
Retail
|
|
|
Consolidated
|
|
|
Total segment assets
|
|
$
|
51,333,214
|
|
|
$
|
107,508
|
|
|
$
|
51,440,722
|
|
|
Other unallocated corporate assets
|
|
|
|
|
|
|
|
|
|
|
20,995
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
51,461,717
|
|
|
Other segment information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for segment assets
|
|
$
|
784,498
|
|
|
$
|
40,829
|
|
|
$
|
825,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment assets
|
|
$
|
52,877,904
|
|
|
$
|
-
|
|
|
$
|
52,877,904
|
|
|
Other unallocated corporate assets
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
52,877,904
|
|
|
Other segment information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for segment assets
|
|
$
|
2,390,043
|
|
|
$
|
-
|
|
|
$
|
2,390,043
|
|
Condensed financial information with respect to these reportable business segments for the nine months ended September 30, 2013 and 2012 is as follows:
|
Nine Months Ended September 30, 2013
|
|
Hog Farming
|
|
|
Retail
|
|
|
Consolidated
|
|
|
Segment revenues
|
|
$
|
22,718,396
|
|
|
$
|
239,996
|
|
|
$
|
22,958,392
|
|
|
Inter-segment revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Revenues from external customers
|
|
$
|
22,718,396
|
|
|
$
|
239,996
|
|
|
$
|
22,958,392
|
|
|
Segment loss
|
|
$
|
(698,892
|
)
|
|
$
|
(43,249
|
)
|
|
$
|
(742,141
|
)
|
|
Unallocated corporate loss
|
|
|
|
|
|
|
|
|
|
|
(399,536
|
)
|
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
(1,141,677
|
)
|
|
Income taxes
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
$
|
(1,141,677
|
)
|
|
Other segment information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
2,438,385
|
|
|
$
|
-
|
|
|
$
|
2,438,385
|
|
TIANLI AGRITECH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)
NOTE 23—SEGMENT INFORMATION (CONTINUED)
|
Nine Months Ended September 30, 2012
|
|
Hog Farming
|
|
|
Retail
|
|
|
Consolidated
|
|
|
Segment revenues
|
|
$
|
19,672,437
|
|
|
$
|
-
|
|
|
$
|
19,672,437
|
|
|
Inter-segment revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Revenues from external customers
|
|
$
|
19,672,437
|
|
|
$
|
-
|
|
|
$
|
19,672,437
|
|
|
Segment loss
|
|
$
|
(142,051
|
)
|
|
$
|
-
|
|
|
$
|
(142,051
|
)
|
|
Unallocated corporate loss
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
(142,051
|
)
|
|
Income taxes
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
$
|
(142,051
|
)
|
|
Other segment information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
2,138,097
|
|
|
$
|
-
|
|
|
$
|
2,138,097
|
|
|
As of September 30, 2013
|
|
Hog Farming
|
|
|
Retail
|
|
|
Consolidated
|
|
|
Total segment assets
|
|
$
|
51,333,214
|
|
|
$
|
107,508
|
|
|
$
|
51,440,722
|
|
|
Other unallocated corporate assets
|
|
|
|
|
|
|
|
|
|
|
20,995
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
51,461,717
|
|
|
Other segment information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for segment assets
|
|
$
|
784,498
|
|
|
$
|
40,829
|
|
|
$
|
825,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment assets
|
|
$
|
52,877,904
|
|
|
$
|
-
|
|
|
$
|
52,877,904
|
|
|
Other unallocated corporate assets
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
52,877,904
|
|
|
Other segment information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for segment assets
|
|
$
|
2,390,043
|
|
|
$
|
-
|
|
|
$
|
2,390,043
|
|
NOTE 24—SUBSEQUENT EVENT
On October 17, 2013, the Company received notification from the NASDAQ Stock Market ("NASDAQ") confirming that since the closing bid price of the Company’s common stock had been at $1.00 per share or greater for 10 consecutive business days, from October 1, 2013 to October 14, 2013, the Company had regained compliance with the minimum bid price requirement of $1.00 per share required by Nasdaq Listing Rule 5550(a)(2) for continued listing of the Company’s common stock on the Nasdaq Capital Market.
On October 28, 2013, the Company issued and sold 522,000 common shares of 2,760,00 common shares to Mr. Wei Gong for a total purchase price of $605,520 in according with the subscription agreement entered with Mr. Wei Gong on September 28, 2013.
On November 6, 2013, the Animal Husbandry and Veterinary Bureau of Caidian District, Wuhan City, directed the Company to close one of the Company's farms located in the Caidian District. The Company is advised that all agricultural and manufacturing activities in the area of Dacha Lake in the Caidian District is being ordered to shut down before the end of 2013 as part of the government's effort to restore the lake to its natural condition.
On November 6, 2013, Mr. Yang Chen had resigned from the Board of Directors of the Company.