Attached files
file | filename |
---|---|
EX-32.1 - EX-32.1 - DUOYUAN PRINTING, INC. | h03761exv32w1.htm |
EX-23.1 - EX-23.1 - DUOYUAN PRINTING, INC. | h03761exv23w1.htm |
EX-31.1 - EX-31.1 - DUOYUAN PRINTING, INC. | h03761exv31w1.htm |
EX-31.2 - EX-31.2 - DUOYUAN PRINTING, INC. | h03761exv31w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(mark one)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2009
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-27129
DUOYUAN PRINTING, INC.
(fka ASIAN FINANCIAL, INC.)
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Wyoming | 91-1922225 | |
(State or other jurisdiction of incorporation or | (I.R.S. Employer | |
organization) | Identification No.) |
No. 3 Jinyuan Road
Daxing District Industrial Development Zone
Beijing, Peoples Republic of China
102600
(Address of principal executive offices)
Daxing District Industrial Development Zone
Beijing, Peoples Republic of China
102600
(Address of principal executive offices)
+86 10 6021 2222
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of class | Name of each exchange on which registered |
None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value
$0.001
(Title of Class)Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference to the price at which
the common equity was sold, or the average bid and asked prices of such common equity, as of the
last business day of the registrants most recently completed second fiscal quarter.
Not applicable.
There were 25,000,050 shares of the registrants common shares issued and outstanding as of
September 14, 2009.
Table of Contents
Explanatory Note
We are filing this Amendment No. 1 on Form 10-K/A (the Amended 10-K) to our Annual Report on
Form 10-K for the fiscal year ended June 30, 2009, initially filed with the Securities and Exchange
Commission (the SEC) on September 14, 2009 (the Original 10-K), in response to certain comments
received from the staff of the SEC issued in connection with the staffs review of a Registration
Statement we filed on Form S-1, as amended (Reg. No. 333-161813). We are filing this Amended 10-K
to supplement the disclosure set forth in Note 16Subsequent events to the audited financial
statements for the fiscal year ended June 30, 2009 in response to the staffs comments, thereby
conforming the disclosure in Note 16 to that of the Registration Statement on Form S-1, as amended.
Except as noted above, none of the items revised herein nor any other item in the Original
10-K have been updated to reflect events, results or developments concerning our business,
financial condition or results of operations that occurred subsequent to September 14, 2009, the
filing date of the Original 10-K, or to modify or update those disclosures affected by subsequent
events. Such events include, among others, the events described in
Duoyuan Printing, Inc.s current
reports on Form 8-K and quarterly reports on Form 10-Q that were filed after the date of the
Original 10-K.
Notwithstanding that this Amended 10-K has been revised, where appropriate, to conform to the
disclosure set forth in the Registration Statement on Form S-1, as amended, readers should be
advised that this Amended 10-K continues to describe conditions as of the date of the Original
10-K.
Because
Duoyuan Printing, Inc. is filing this Amended 10-K, a currently dated consent from
Moore Stephens Wurth Frazer and Torbet, LLP has been provided, which is required to be filed by the
SEC pursuant to Item 601(b)(23) of Regulation S-K.
Pursuant to the rules of the SEC, Item 15 of Part IV of the Original 10-K has been amended to
contain currently dated certifications from our chief executive officer and chief financial
officer, which certifications are filed herewith as Exhibits 31.1,
31.2, and 32.1,
respectively.
TABLE OF CONTENTS
PART IV | ||||||||
Item 15. Exhibits and Financial Statement Schedules | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-23.1 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 |
Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this Amended 10-K:
(1) Financial Statements. The financial statements required to be filed as part of this Annual
Report and the Report of Independent Registered Public Accounting Firm are included beginning on
page F-1.
(2) Financial Statement Schedules. All Schedules are either included in the Notes to Consolidated
Financial Statements or are omitted because they are not applicable.
(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K). The exhibits listed on the
accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report and
such Exhibit Index is incorporated herein by reference. On the Exhibit Index, a identifies each
management contract or compensatory plan or arrangement required to be filed as an exhibit to this
Annual Report, and such listing is incorporated herein by reference.
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment No.1 on Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
DUOYUAN PRINTING, INC. (fka Asian Financial, Inc.) (Registrant) |
||||
Date: November 5, 2009 | By: | /s/ Christopher Patrick Holbert | ||
Christopher Patrick Holbert | ||||
Chief Executive Officer (principal executive officer) |
||||
Table of Contents
EXHIBIT INDEX
Number | Description | |
2.1
|
Equity Transfer Agreement dated August 31, 2006 between Asian Financial, Inc. and Duoyuan Investments Limited (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No. 000-27129) filed with the Securities and Exchange Commission on September 6, 2006). | |
3.1
|
Articles of Incorporation, as amended of Asian Financial, Inc. (Incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 5, 2007). | |
3.2
|
Amended and Restated Bylaws of Asian Financial, Inc. (Incorporated by reference to Exhibit 3.2 to Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on February 11, 2008). | |
4.1
|
Securities Purchase Agreement dated October 24, 2006 between Asian Financial, Inc. and certain Investors indentified therein (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 5, 2007). | |
4.2
|
Amendment to Securities Purchase Agreement dated November 28, 2007 between Asian Financial, Inc. and certain Investors identified therein (Incorporated by reference to Exhibit 4.4 to Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on February 11, 2008). | |
4.3
|
Registration Rights Agreement, dated October 24, 2006, between Asian Financial, Inc. and certain Investors identified therein (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-27129) filed with the Securities and Exchange Commission on October 25, 2006). | |
4.4
|
Warrant issued to Roth Capital Partners, LLC dated November 2, 2006 (Incorporated by reference to Exhibit 4.2 to Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on February 11, 2008). | |
4.5
|
Form of Warrant dated December 31, 2007 issued to certain investors party to the Securities Purchase Agreement dated October 24, 2006 (filed as exhibit 4.1 hereto) in satisfaction of related party penalties in relation thereto (Incorporated by reference to Exhibit 4.3 to Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on February 11, 2008) | |
4.6
|
Form of Certificate representing the common stock, par value $0.001, of Asian Financial, Inc. (Incorporated by reference to Exhibit 4.5 to Annual Report on Form 10-K (File No. 000-27129) filed with the Securities and Exchange Commission on September 26, 2008). | |
4.7
|
Waiver Agreement dated November 18, 2008 (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-27129) filed with the Securities and Exchange Commission on November 19, 2008). | |
4.8
|
Investor Warrants Proposal Letter, dated September 19, 2007 (Incorporated by reference to Exhibit 4.8 to Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 10, 2009). | |
4.9
|
Form of Investor Warrants Proposal Supplemental Letter, dated October 26, 2007 (Incorporated by reference to Exhibit 4.9 to Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 10, 2009). | |
4.10
|
Waiver Agreement, dated as of August 24, 2009, among Asian Financial, Inc. and the Investors (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-27129) filed with the Securities and Exchange Commission on August 31, 2009). | |
10.1
|
Lease Agreement between Duoyuan Clean Water Technology Industries (China) Co., Ltd. and Duoyuan Digital Printing Technology Industry (China) Co. Ltd. (Incorporated by reference to Exhibit 10.7 to Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on March 14, 2008). | |
10.2
|
English Summary of Form of Employment Agreement (Incorporated by reference to Exhibit 10.8 to Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on February 11, 2008). | |
10.3
|
Share Transfer Agreement, dated October 16, 2005, between Beijing Huiyuan Duoyuan Digital Printing Technology Research Institute and Duoyuan Digital Printing Technology Industry (China) Co., Ltd. (Incorporated by reference to Exhibit 10.9 to Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on February 11, 2008). | |
10.4
|
Property Lease Agreement, dated December 25, 2002 between Duoyuan Water Environmental Protection Technology Industry (China) Co. Ltd. And Duoyuan Digital Printing Technology Industry (China) Co. Ltd. (Incorporated by reference to Exhibit 10.12 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 5, 2007). | |
10.5
|
Property Lease Agreement, dated June 27, 2008, between Duoyuan Information Terminal Manufacture (Langfang) Co., Ltd. and Duoyuan Digital Press Technology Industries (China) Co., Ltd. (Incorporated by reference to Exhibit 10.4 to |
Table of Contents
Number | Description | |
Amendment No. 7 to Registration Statement on Form S-1 (File No. 333-141507) filed with Securities and Exchange Commission on March 27, 2009). | ||
10.6
|
Letter of Trademark Use Authorization dated June 30, 2001, from Duoyuan Water Environmental Protection Technology Industry (China) Co., Ltd. to Duoyuan Technology Industry (China) Co., Ltd. (Incorporated by reference to Exhibit 10.13 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 5, 2007). | |
10.7
|
Letter of Patent Use Authorization, dated June 30, 2001, from Beijing Huiyuan Duoyuan Digital Printing Technology Research Institute to Duoyuan Digital Technology Industry (China) Co. Ltd. (Incorporated by reference to Exhibit 10.14 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 5, 2007). | |
10.8
|
Framework Agreement on Cooperation in Research and Development of Stability Technology for Offset Printing Machines and New Technologies, dated May 16, 2005, between Duoyuan Digital Printing Technology Industry (China) Co. Ltd and Beijing Aeronautic Manufacturing Technology Research Institute (Incorporated by reference to Exhibit 10.15 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 5, 2007). | |
10.9
|
Offset Printing Machine Assembly Line Design Research and Development Contract, dated March 11, 2002, between Duoyuan Digital Printing Technology Industry (China) Co. Ltd and Beijing Printing Machinery Research (Incorporated by reference to Exhibit 10.17 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 5, 2007). | |
10.10
|
Assignment of Patent Agreement dated December 26, 2002 between Beijing Huiyuan Duoyuan Digital Technology Institute and Duoyuan Digital Printing Technology Industries (China) Co. Ltd. (Incorporated by reference to Exhibit 10.25 to Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on March 14, 2008). | |
10.11
|
Registered Trademark Usage License Agreement, dated October 2008, between Duoyuan Digital Press Technology Industries (China) Co., Ltd. and Duoyuan Investments Limited. (Incorporated by reference to Exhibit 10.8 to Amendment No. 7 to Registration Statement on Form S-1 (File No. 333-141507) filed with Securities and Exchange Commission on March 27, 2009). | |
10.12
|
Convertible Promissory Note covering the fiscal years ended December 31, 1995 through 1999 (Incorporated by reference to Exhibit 10.18 to Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on February 11, 2008). | |
10.13
|
Convertible Promissory Note covering the fiscal years ended December 31, 2003 through 2004 (Incorporated by reference to Exhibit 10.19 to Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on February 11, 2008). | |
10.14
|
Employment Agreement between Asian Financial, Inc. and Gene Michael Bennett dated as of July 18, 2007 (Incorporated by reference to Exhibit 10.22 to Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on March 14, 2008). | |
10.15
|
Separation Agreement and Release of All Claims effective December 20, 2007 between Asian Financial, Inc. and Gene Michael Bennett (Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K (File No. 000-27129) filed with the Securities and Exchange Commission on December 27, 2007). | |
10.16
|
Maximum Amount Mortgage Contract dated July 28, 2007 among Agriculture Bank of China Chongwen Sub-branch, Duoyuan Digital Printing Technology (China) Co. Ltd., and Hunan Duoyuan Printing Machine Co. Ltd. (Incorporated by reference to Exhibit 10.21 to Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on February 11, 2008). | |
10.17
|
Employment Agreement with William Milewski dated as of March 1, 2008 (Incorporated by reference to Exhibit 10.23 to Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on March 14, 2008). | |
10.18
|
Termination of Letter of Patent Use Authorization, from Beijing Huiyuan Duoyuan Digital Printing Technology Research Institute to Duoyuan Digital Technology Industry (China) Co. Ltd. (see Exhibit 10.11) (Incorporated by reference to Exhibit 10.24 to Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on March 14, 2008). | |
10.19
|
Separation Agreement and Release of All Claims effective May 21, 2008 between Asian Financial, Inc. and William Edward Milewski (Incorporated by reference Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-27129) filed with the Securities and Exchange Commission on May 27, 2008). | |
10.20
|
Employment Agreement with William D. Suh dated as of September 30, 2008 (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-27129) filed with the Securities and Exchange Commission on October 1, 2008). | |
10.21
|
English translation of Employment Agreement, dated as of December 26, 2007, between Duoyuan Digital Press Technology Industries (China) Co., Ltd. and Wenhua Guo (Incorporated by reference to Exhibit 10.18 to Amendment No. 8 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on June 12, 2009). | |
10.22
|
English translation of Employment Agreement, dated as of December 26, 2007, between Duoyuan Digital Press Technology Industries (China) Co., Ltd. and Baiyun Sun (Incorporated by reference to Exhibit 10.19 to Amendment No. |
Table of Contents
Number | Description | |
8 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on June 12, 2009). | ||
10.23
|
English translation of Employment Agreement, dated as of December 26, 2007, between Duoyuan Digital Press Technology Industries (China) Co., Ltd. and Xiqing Diao (Incorporated by reference to Exhibit 10.20 to Amendment No. 8 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on June 12, 2009). | |
10.24
|
English translation of Employment Agreement, dated as of December 26, 2007, between Duoyuan Digital Press Technology Industries (China) Co., Ltd. and Wenzhong Liu (Incorporated by reference to Exhibit 10.21 to Amendment No. 8 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on June 12, 2009). | |
10.25
|
English translation of Employment Agreement, dated as of December 26, 2007, between Duoyuan Digital Press Technology Industries (China) Co., Ltd. and Yubao Wei (Incorporated by reference to Exhibit 10.22 to Amendment No. 8 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on June 12, 2009). | |
10.26
|
English Translation of Loan Agreement, dated as of July 4, 2008, between Duoyuan Digital Press Technology Industries (China) Co. Ltd. and Agricultural Bank of China (Incorporated by reference to Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 10, 2009). | |
10.27
|
English Translation of Loan Agreement, dated as of July 11, 2008, between Duoyuan Digital Press Technology Industries (China) Co. Ltd. and Agricultural Bank of China (Incorporated by reference to Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 10, 2009). | |
10.28
|
English Translation of Loan Agreement, dated as of July 18, 2008, between Duoyuan Digital Press Technology Industries (China) Co. Ltd. and Agricultural Bank of China (Incorporated by reference to Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 10, 2009). | |
10.29
|
English Translation of Loan Agreement, dated as of July 25, 2008, between Duoyuan Digital Press Technology Industries (China) Co. Ltd. and Agricultural Bank of China (Incorporated by reference to Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 10, 2009). | |
10.30
|
English Translation of Loan Agreement, dated as of March 13, 2009, between Duoyuan Digital Press Technology Industries (China) Co. Ltd. and Agricultural Bank of China (Incorporated by reference to Amendment No. 9 to Registration Statement on Form S-1 (File No. 333-141507) filed with the Securities and Exchange Commission on July 10, 2009). | |
14.1
|
Code of Business Conduct and Ethics of Asian Financial, Inc. (Incorporated by reference to Exhibit 14.1 to Annual Report on Form 10-K (File No. 000-27129) filed with the Securities and Exchange Commission on September 14, 2009). | |
21.1
|
List of Subsidiaries (Incorporated by reference to Exhibit 21.1 to Annual Report on Form 10-K (File No. 000-27129) filed with the Securities and Exchange Commission on September 14, 2009). | |
23.1
|
Consent of Moore Stephens Wurth Frazer and Torbet, LLP.* | |
31.1
|
Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.* | |
31.2
|
Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.* | |
32.1
|
Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002.* |
* | Filed herewith. | |
| Management contract or compensatory plan or arrangement. |
Table of Contents
ASIAN FINANCIAL, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Contents | Page | |||
Report of Independent Registered Public Accounting Firm |
F-2 | |||
Consolidated Balance Sheets as of June 30, 2009 and 2008 |
F-3 | |||
Consolidated Statements of Income and Other Comprehensive Income for the Years Ended June 30, 2009, 2008 and 2007 |
F-4 | |||
Consolidated Statements of Shareholders Equity for the Years Ended June 30, 2009, 2008 and 2007 |
F-5 | |||
Consolidated Statements of Cash Flows for the Years Ended June 30, 2009, 2008 and 2007 |
F-6 | |||
Notes to Consolidated Financial Statements, June 30, 2009 |
F-7 |
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Asian Financial, Inc. and Subsidiaries
Stockholders of Asian Financial, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Asian Financial, Inc. and
subsidiaries as of June 30, 2009 and 2008, and the related consolidated statements of income and
other comprehensive income, shareholders equity, and cash flows for each of the years in the
three-year period ended June 30, 2009. Asian Financial, Inc.s management is responsible for these
consolidated financial statements. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
companys internal control over financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Asian Financial, Inc. and subsidiaries as
of June 30, 2009 and 2008, and the consolidated results of its operations and its cash flows for
each of the years in the three-year period ended June 30, 2009 in conformity with accounting
principles generally accepted in the United States of America.
/s/ Moore Stephens Wurth Frazer and Torbet, LLP
Brea, California
September 2, 2009
September 2, 2009
F-2
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2009 AND 2008
AS OF JUNE 30, 2009 AND 2008
2009 | 2008 | |||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash |
$ | 31,044,070 | $ | 14,199,700 | ||||
Accounts receivable, net of allowance for
doubtful accounts of $1,401,689 and $1,178,328
as of June 30, 2009 and 2008, respectively |
37,259,616 | 33,184,833 | ||||||
Inventories |
25,883,242 | 23,950,551 | ||||||
Other receivables |
26,912 | 682,084 | ||||||
Total current assets |
94,213,840 | 72,017,168 | ||||||
PLANT AND EQUIPMENT, net |
43,123,153 | 34,130,651 | ||||||
OTHER ASSETS: |
||||||||
Intangible assets, net |
3,939,476 | 4,003,128 | ||||||
Advances on equipment purchases |
7,274,677 | 2,753,610 | ||||||
Total other assets |
11,214,153 | 6,756,738 | ||||||
Total assets |
$ | 148,551,146 | $ | 112,904,557 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
CURRENT LIABILITIES: |
||||||||
Lines of credit |
$ | 14,357,000 | $ | 11,380,200 | ||||
Accounts payable |
756,116 | 1,489,255 | ||||||
Other liabilities |
2,251,419 | 1,858,112 | ||||||
Taxes payable |
1,512,727 | 1,702,986 | ||||||
Total current liabilities |
18,877,262 | 16,430,553 | ||||||
DERIVATIVE INSTRUMENT LIABILITIES |
1,180,477 | 1,374,824 | ||||||
MINORITY INTEREST |
1,761,712 | 1,292,843 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
SHAREHOLDERS EQUITY: |
||||||||
Preferred shares; $0.001 par value; 1,000,000
shares authorized; no shares issued and
outstanding as of June 30, 2009 and 2008 |
| | ||||||
Common shares; $0.001 par value; 100,000,000
shares authorized; 25,000,050 shares issued and
outstanding as of June 30, 2009 and 2008 |
25,000 | 25,000 | ||||||
Additional paid-in capital |
27,263,040 | 27,263,040 | ||||||
Statutory reserves |
9,428,573 | 6,000,090 | ||||||
Retained earnings |
79,226,497 | 50,058,176 | ||||||
Accumulated other comprehensive income |
10,788,585 | 10,460,031 | ||||||
Total shareholders equity |
126,731,695 | 93,806,337 | ||||||
Total liabilities and shareholders equity |
$ | 148,551,146 | $ | 112,904,557 | ||||
The accompanying notes are integral part of the these consolidated financial statements.
See report of independent registered public accounting firm.
F-3
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED JUNE 30, 2009, 2008 AND 2007
FOR THE YEARS ENDED JUNE 30, 2009, 2008 AND 2007
2009 | 2008 | 2007 | ||||||||||
REVENUE, net |
$ | 106,590,583 | $ | 89,627,677 | $ | 67,811,867 | ||||||
COST OF REVENUE |
50,334,043 | 44,461,903 | 37,693,679 | |||||||||
GROSS PROFIT |
56,256,540 | 45,165,774 | 30,118,188 | |||||||||
RESEARCH AND DEVELOPMENT EXPENSES |
1,768,050 | 1,683,304 | 1,045,543 | |||||||||
SELLING EXPENSES |
9,725,635 | 8,704,958 | 7,826,958 | |||||||||
GENERAL AND ADMINISTRATIVE EXPENSES |
4,473,655 | 4,472,196 | 3,078,851 | |||||||||
INCOME FROM OPERATIONS |
40,289,200 | 30,305,316 | 18,166,836 | |||||||||
LIQUIDATED DAMAGES, net of settlement |
| 235,492 | (2,119,428 | ) | ||||||||
CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENTS |
194,347 | 73,112 | | |||||||||
OTHER INCOME (EXPENSE), net |
||||||||||||
Non-operating (expenses) |
(956,936 | ) | | | ||||||||
Interest expense |
(1,188,111 | ) | (729,934 | ) | (742,083 | ) | ||||||
Interest income and other income |
175,781 | 194,878 | 721,349 | |||||||||
Other expense, net |
(1,969,266 | ) | (535,056 | ) | (20,734 | ) | ||||||
INCOME BEFORE MINORITY INTEREST AND PROVISION FOR
INCOME TAXES |
38,514,281 | 30,078,864 | 16,026,674 | |||||||||
MINORITY INTEREST |
463,553 | 381,633 | 240,584 | |||||||||
INCOME BEFORE PROVISION FOR INCOME TAXES |
38,050,728 | 29,697,231 | 15,786,090 | |||||||||
PROVISION FOR INCOME TAXES |
5,453,924 | 3,237,707 | 1,806,943 | |||||||||
NET INCOME |
32,596,804 | 26,459,524 | 13,979,147 | |||||||||
OTHER COMPREHENSIVE INCOME |
||||||||||||
Foreign currency translation gain |
328,554 | 8,199,861 | 1,834,313 | |||||||||
COMPREHENSIVE INCOME |
$ | 32,925,358 | $ | 34,659,385 | $ | 15,813,460 | ||||||
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES |
25,000,050 | 25,000,050 | 23,041,021 | |||||||||
BASIC AND DILUTED EARNING PER SHARE |
$ | 1.30 | $ | 1.06 | $ | 0.61 | ||||||
The accompanying notes are integral part of the these consolidated financial statements.
See report of independent registered public accounting firm.
F-4
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE YEARS ENDED JUNE 30, 2009, 2008 AND 2007
FOR THE YEARS ENDED JUNE 30, 2009, 2008 AND 2007
Accumulated | ||||||||||||||||||||||||||||
Common Shares | Additional | Retained earnings | other | |||||||||||||||||||||||||
Number of | paid-in | Statutory | comprehensive | |||||||||||||||||||||||||
shares | Amount | capital | reserves | Unrestricted | income | Total | ||||||||||||||||||||||
BALANCE, June 30, 2006 |
17,562,388 | $ | 17,562 | $ | 5,992,339 | $ | 1,871,198 | $ | 13,748,397 | $ | 425,857 | $ | 22,055,353 | |||||||||||||||
Shares due to reorganization on August 31, 2006 |
1,305,040 | 1,305 | (1,305 | ) | | |||||||||||||||||||||||
Shares issued for cash, $1.43 per share |
6,132,622 | 6,133 | 21,272,006 | 21,278,139 | ||||||||||||||||||||||||
Net income |
13,979,147 | 13,979,147 | ||||||||||||||||||||||||||
Adjustment to statutory reserves |
1,411,403 | (1,411,403 | ) | | ||||||||||||||||||||||||
Foreign currency translation adjustments |
1,834,313 | 1,834,313 | ||||||||||||||||||||||||||
BALANCE, June 30, 2007 |
25,000,050 | $ | 25,000 | $ | 27,263,040 | $ | 3,282,601 | $ | 26,316,141 | $ | 2,260,170 | $ | 59,146,952 | |||||||||||||||
Net income |
26,459,524 | 26,459,524 | ||||||||||||||||||||||||||
Adjustment to statutory reserves |
2,717,489 | (2,717,489 | ) | | ||||||||||||||||||||||||
Foreign currency translation adjustments |
8,199,861 | 8,199,861 | ||||||||||||||||||||||||||
BALANCE, June 30, 2008 |
25,000,050 | $ | 25,000 | $ | 27,263,040 | $ | 6,000,090 | $ | 50,058,176 | $ | 10,460,031 | $ | 93,806,337 | |||||||||||||||
Net income |
32,596,804 | 32,596,804 | ||||||||||||||||||||||||||
Adjustment to statutory reserves |
3,428,483 | (3,428,483 | ) | | ||||||||||||||||||||||||
Foreign currency translation adjustments |
328,554 | 328,554 | ||||||||||||||||||||||||||
BALANCE, June 30, 2009 |
25,000,050 | $ | 25,000 | $ | 27,263,040 | $ | 9,428,573 | $ | 79,226,497 | $ | 10,788,585 | $ | 126,731,695 | |||||||||||||||
The accompanying notes are integral part of the these consolidated financial statements.
See report of independent registered public accounting firm.
F-5
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2009, 2008 AND 2007
FOR THE YEARS ENDED JUNE 30, 2009, 2008 AND 2007
2009 | 2008 | 2007 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||
Net income |
$ | 32,596,804 | $ | 26,459,524 | $ | 13,979,147 | ||||||
Adjustments to reconcile net income to net cash provided by
(used in) operating activities: |
||||||||||||
Minority interest |
463,553 | 381,633 | 240,584 | |||||||||
Depreciation |
2,826,707 | 2,239,063 | 882,842 | |||||||||
Amortization |
80,115 | 75,297 | 70,047 | |||||||||
Loss on fixed assets disposal |
| 1,458 | | |||||||||
Bad debt expense |
218,516 | 589,901 | 322,305 | |||||||||
Change in fair value of derivative instruments |
(194,347 | ) | (73,112 | ) | | |||||||
Liquidated damages penalty |
| 706,476 | 2,119,428 | |||||||||
Gain from settlement of liquidated damages |
| (941,968 | ) | | ||||||||
Transaction gain |
(63,357 | ) | | | ||||||||
Write-off of deferred expenses |
661,250 | | | |||||||||
Changes in operating assets and liabilities |
||||||||||||
Accounts receivable |
(4,156,829 | ) | (9,740,414 | ) | (9,452,582 | ) | ||||||
Inventories |
(2,036,858 | ) | (1,566,856 | ) | (2,440,076 | ) | ||||||
Other receivables |
(5,992 | ) | 51,706 | 71,457 | ||||||||
Other receivables related parties |
| | 913,154 | |||||||||
Deferred expense |
| (661,250 | ) | | ||||||||
Other assets |
| 42,230 | (43,198 | ) | ||||||||
Accounts payable |
(739,264 | ) | (1,287,681 | ) | (10,935,839 | ) | ||||||
Customer deposits |
| | (19,265 | ) | ||||||||
Other payables |
| (104,471 | ) | (341,354 | ) | |||||||
Other payables related parties |
| (386,960 | ) | (455,164 | ) | |||||||
Other liabilities |
388,655 | 538,634 | 312,551 | |||||||||
Taxes payable |
(197,261 | ) | 477,886 | 576,025 | ||||||||
Net cash provided by (used in) operating activities |
29,841,692 | 16,801,096 | (4,199,938 | ) | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||||
Purchase of equipment |
(11,678,852 | ) | (7,925,596 | ) | (13,314,596 | ) | ||||||
Advances on equipment purchases |
(4,509,743 | ) | (2,598,661 | ) | 2,233,885 | |||||||
Net cash used in investing activities |
(16,188,595 | ) | (10,524,257 | ) | (11,080,711 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||
Proceeds from private placement |
| | 21,278,139 | |||||||||
Proceeds from lines of credit |
14,363,400 | 10,739,820 | 15,050,400 | |||||||||
Payments for lines of credit |
(11,434,400 | ) | (13,493,620 | ) | (15,060,400 | ) | ||||||
Payments to settle liquidated damages |
| (436,000 | ) | | ||||||||
Restricted cash |
| 2,097,490 | (2,097,490 | ) | ||||||||
Net cash provided by (used in) financing activities |
2,929,000 | (1,092,310 | ) | 19,170,649 | ||||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH |
262,273 | 1,198,810 | 186,650 | |||||||||
INCREASE IN CASH |
16,844,370 | 6,383,339 | 4,076,650 | |||||||||
CASH, beginning of year |
14,199,700 | 7,816,361 | 3,739,711 | |||||||||
CASH, end of year |
$ | 31,044,070 | $ | 14,199,700 | $ | 7,816,361 | ||||||
The accompanying notes are integral part of the these consolidated financial statements.
See report of independent registered public accounting firm.
F-6
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 1Organization background and principal activities
Asian Financial, Inc. (AFI) was organized under the laws of the State of Nevada on August
10, 1998. On July 27, 2005, AFI merged with Asian Financial, Inc. (a Wyoming entity) for the
purpose of changing its domicile from Nevada to Wyoming. AFI has no operations and generated no
revenues since inception. On July 17, 2007, the Company effected a 1-for-2.68189924 reverse stock
split of its common stock. All share and per share amounts used in the Companys consolidated
financial statements and notes thereto have been retroactively restated to reflect the
1-for-2.68189924 reverse stock split.
Duoyuan Investments Limited (Duoyuan BVI) is a British Virgin Islands company that owns
100% of the equity interest of Duoyuan Digital Press Technology Industries (China) Co., Ltd.
(Duoyuan China). Duoyuan China has two subsidiaries, a 99.4% ownership in Hunan Duoyuan
Printing Machinery Co., Ltd. and 95% ownership in Langfang Duoyuan Digital Technology Co., Ltd
(collectively referred to as the Duoyuan Interest).
On August 31, 2006, Asian Financial, Inc. entered into a definitive Equity Transfer
Agreement with Duoyuan BVI to acquire the Duoyuan Interest in exchange for 47,100,462 new
shares (pre-split) (equivalent to 17,562,388 post-split shares) of common stock in Asian
Financial, Inc. Prior to the acquisition, Asian Financial, Inc. had 3,500,000 shares (pre-split)
(equivalent to 1,305,040 post-split shares) of outstanding common stock. Accordingly, at the
closing, there were 50,600,462 shares (pre-split) (equivalent to 18,867,428 post-split shares) of
common stock outstanding. The Equity Transfer Agreement became effective October 6, 2006. The
stock exchange transaction has been accounted as a reverse acquisition and recapitalization of
the Company whereby Duoyuan BVI is deemed to be the accounting acquirer (legal acquiree) and the
Company to be the accounting acquiree (legal acquirer). The historical financial statements for
periods prior to October 6, 2006 are those of Duoyuan BVI, except that the equity section and
earnings per share have been retroactively restated to reflect the reverse acquisition. As a
result of the equity transfer, Duoyuan China became Asian Financial, Inc.s wholly-owned
subsidiary, and Mr. Wenhua Guo, the sole shareholder of Duoyuan BVI, became the controlling
shareholder.
Duoyuan Digital Press Technology Industries (China) Co., Ltd. (Duoyuan China) was
originally established and wholly-owned by Duoyuan Industries (Holding) Inc. (Duoyuan
Industries), a British Virgin Islands company. In September 2002, Duoyuan Industries entered
into an Equity Transfer Agreement with Duoyuan BVI, whereby Duoyuan BVI acquired 100% of the
equity in Duoyuan China from Duoyuan Industries. Mr. Wenhua Guo is the sole shareholder of
Duoyuan Industries. Duoyuan China was incorporated in the Peoples Republic of China (PRC) in
2001 with the registered capital of $6,000,000. Subsequently, Duoyuan China increased its
registered capital to $19,000,000. As of June 30, 2007, $18,000,000 was contributed to Duoyuan
China from the Company, and the remaining $1,000,000 was received in July and August 2007. The
capital was raised through a private placement to accredited investors (see Note 14). On August
21, 2007, Duoyuan China received its business license requiring $25,000,000 registered capital.
As of June 30, 2009, Duoyuan China owns 95.0% of Langfang Duoyuan Digital Technology Co., Ltd.
and 88.0% of Hunan Duoyuan Printing Machinery Co., Ltd.
Langfang Duoyuan Digital Technology Co., Ltd. (Langfang Duoyuan) is located in the city of
Langfang, China, and it produces primarily pre-press and small format offset printing presses (in
both single and multi colors). Langfang Duoyuan is 95% owned by Duoyuan China and 5% by Beijing
Huiyuan Duoyuan Research Institute Co., Ltd. Langfang Duoyuan owns 12% of Hunan Duoyuan Printing
Machinery Co. Ltd.
Hunan Duoyuan Printing Machinery Co., Ltd. (Hunan Duoyuan) is located in Hunan, China ,
and it mainly produces large format offset printing presses (in both single and multi colors).
Hunan Duoyuan was established on March 10, 2006, and is 88% owned by Duoyuan China and 12% by
Langfang Duoyuan.
See report of independent registered public accounting firm.
F-7
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 2Summary of significant accounting policies
The reporting entity and principles of consolidation
The consolidated financial statements of Asian Financial, Inc. and subsidiaries (the
Company) reflect the activities of Asian Financial, Inc., Duoyuan China100%, Langfang
Duoyuan95.0%, and Hunan Duoyuan99.4%. All intercompany balances and transactions have been
eliminated in consolidation.
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America, and have been
consistently applied.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting
principles of the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. The significant estimates made in the preparation of the
Companys consolidated financial statements relate to allowance for doubtful accounts, reserves
for inventory obsolescence, as well as the fair value of its warrants carried as derivative
instruments marked to market each reporting period. Management believes that the estimates used
in preparing its financial statements are reasonable and prudent. Actual results could materially
differ from these estimates upon which the carrying values were based.
Foreign currency translation
The reporting currency of the Company is the U.S. dollar. The Company uses their local
currency Chinese Renminbi (RMB), as their functional currency. In accordance with Statement of
Financial Accounting Standards (SFAS) 52, Foreign Currency Translation, results of operations
and cash flows are translated at average exchange rates during the period, assets and liabilities
are translated at the unified exchange rate as quoted by the Peoples Bank of China at the end of
the period, and equity is translated at historical exchange rates.
Translation adjustments amounted to $10,788,585 and $10,460,031 as of June 30, 2009 and June
30, 2008, respectively. Asset and liability accounts at June 30, 2009 were translated at RMB6.83
to $1.00, as compared to RMB6.85 to $1.00 at June 30, 2008. The average translation rates applied
to the consolidated statements of income for the years ended June 30, 2009, 2008 and 2007 were
RMB6.83 to $1.00, RMB7.26 to $1.00, and RMB7.81 to $1.00, respectively.
In accordance with SFAS 95, Statement of Cash Flows, cash flows from the Companys
operations is calculated based upon the local currencies using the average translation rates. As
a result, amounts related to assets and liabilities reported on the consolidated statements of
cash flows will not necessarily agree with changes in the corresponding balances on the
consolidated balance sheets.
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. Gains and losses from foreign currency transactions are included in the
results of operations for the periods presented. There were no material transaction gains or
losses for the years ended June 30, 2009, 2008 and 2007.
Comprehensive income
SFAS 130, Reporting Comprehensive Income, establishes standards for reporting and display
of comprehensive income and its components in financial statements. It requires that all items
that are required to be recognized under accounting standards as components of comprehensive
income be
See report of independent registered public accounting firm.
F-8
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 2Summary of significant accounting policies (continued)
reported in financial statements that is displayed with the same prominence as other financial
statements. The accompanying consolidated financial statements include the provisions of SFAS
130.
Revenue recognition
The Company recognizes revenue in accordance with the Securities and Exchange Commissions
(SEC) Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition, which specifies that
revenue is realized or realizable and earned when four criteria are met:
o
|
Persuasive evidence of an arrangement exists. (The Company considers its sales contracts to be persuasive evidence of an arrangement.) | ||
o
|
Product is shipped or services have been rendered. | ||
o
|
The sellers price to the buyer is fixed or determinable. | ||
o
|
Collectability of payment is reasonably assured. |
In accordance with SFAS 48, Revenue Recognition when Right of Return Exists, revenue is
recorded net of an estimate of markdowns, price concessions and warranty costs. Markdowns
represent price adjustments on sale of units whose model is nearing the end of its cycle and the
model is planned to be discontinued; price concessions represent price adjustments on contractual
agreements for the sale of units; and warranty costs represent costs to repair previously sold
units still under warranty for manufacturers defects. Such amounts are based on managements
evaluation of historical experience, current industry trends and estimated costs.
The Company sells its products solely to its distributors. Master distribution agreements
are signed with each distributor. The agreements list all terms and conditions with the exception
of delivery, price and quantity terms, which are evidenced separately in purchase orders. Title
transfers when products are shipped. There are no instances where receivables from distributors
are not due and payable until goods purchased from the Company are sold by the distributors. The
Company does not sell products to distributors on a consignment basis. Its distributors have a
right of return within one month after shipping only if the Companys products exhibit any
manufacturing defects and it cannot be repaired. The Company had no returns during the years
ended June 30, 2009, 2008 and 2007 and did not provide for any allowance for sales returns.
The Company recognizes revenue when the goods are shipped and title has passed. Sales
revenue represents the invoiced value of goods, net of a value-added tax (VAT). All of the
Companys products that are sold in the PRC are subject to a Chinese VAT at a rate of 17% of the
gross sales price or at a rate approved by the Chinese local government. This VAT may be offset
by the VAT paid by the Company on raw materials and other materials included in the cost of
producing their finished products. The VAT on sales may also be offset by the VAT paid on
equipment purchases. The Companys distributors are all equipped to install the Companys
products and the Company is not contractually obligated to perform any installation services. As
a result, there is no substantial performance required on the Companys part and there is no
impact on the Companys recognition of revenues.
Purchase prices of products are generally fixed and customers are not allowed to renegotiate
pricing after the contracts are signed. The Companys agreements with its distributors do not
include cancellation or termination clauses.
Credit limits are assigned to each distributor. As a distributor builds a sales and credit
history with the Company, the credit limit can be increased. Credit limits are periodically
reviewed by management and reductions to credit limits are made if deemed necessary.
See report of independent registered public accounting firm.
F-9
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 2Summary of significant accounting policies (continued)
The Company estimates sales rebates to distributors based on the projected annual sales and
corresponding cash receipts. These rebates are paid at the end of each calendar year. The Company
accounts for the sales rebates in accordance with Emerging Issues Task Force (EITF) Issue
01-09, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the
Vendors Products). Sales rebates are included as a reduction of revenue and accounts receivable
to be received by the Company.
For the years ended June 30, 2009, 2008, and 2007, the aggregate amount of the
aforementioned markdowns, price concessions, warranty costs, and sales rebates were immaterial to
the consolidated financial statements taken as a whole for each of those years.
Accounts receivable
The Companys business operations are conducted in the PRC. During the normal course of
business, the Company extends unsecured credit to its customers by selling on various credit
terms from six to nine months. Management reviews its accounts receivable on a quarterly basis to
determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts
is recorded in the period of the related sales. The Companys existing reserve is consistent with
its historical experience and considered adequate by management. Known bad debts are written off
against allowance for doubtful accounts when identified. The Company recorded an allowance for
doubtful accounts for trade accounts receivables aged between nine months and one year at 15%,
and currently the Company does not have any outstanding balance aged over one year.
The following represents the changes of allowance for doubtful accounts:
June 30, | June 30, | |||||||
2009 | 2008 | |||||||
Balance, beginning of period |
$ | 1,178,328 | $ | 498,648 | ||||
Provision for bad debts |
218,516 | 589,901 | ||||||
Foreign currency translation adjustments |
4,845 | 89,779 | ||||||
Balance, end of period |
$ | 1,401,689 | $ | 1,178,328 | ||||
Inventories
Inventories are stated at the lower of cost (weighted average method) or market. The Company
reviews its inventory on a regular basis for possible obsolete goods to determine if any reserves
are necessary. As of June 30, 2009 and 2008, the Company determined that no reserves were
necessary.
Intangible assets
All land in the PRC is owned by the government. However, the government grants rights to use
the land. Land use rights are valid for a limited period of time, depending on their use. Under
PRC regulations, the term of land use rights is 50 years for industrial property. As such, the
Company has the right to use the land for 50 years and has elected to amortize the cost of rights
over 50 years using the straight-line method.
Intangible assets of the Company are reviewed each reporting period to determine whether
their carrying value has become impaired. The Company considers assets to be impaired if the
carrying value exceeds future projected cash flows from related operations. The Company also
re-evaluates the periods of amortization to determine whether subsequent events and circumstances
warrant revised estimates of useful lives. As of June 30, 2009, the Company expects these assets
to be fully recoverable.
Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation. Major renewals are
charged directly to the plant and equipment accounts, while replacements, maintenance, and
repairs which do not
See report of independent registered public accounting firm.
F-10
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 2Summary of significant accounting policies (continued)
improve or extend the respective lives of the assets are expensed currently. Depreciation is
computed using the straight-line method over the estimated useful lives of the assets with 5%
residual value. Estimated useful lives of the assets are as follows:
Estimated Useful Life | ||||
Buildings |
30 Years | |||
Office equipment |
3-10 Years | |||
Motor vehicles |
4-10 Years | |||
Machinery and equipment |
5-10 Years |
Construction-in-progress represents the costs incurred in connection with the construction
of buildings or additions to the Companys plant facilities. Interest incurred during
construction is capitalized into construction-in-progress. All other interest is expensed as
incurred. No depreciation is provided for constructionin-progress until such time as the assets
are completed and are placed into service. The cost and related accumulated depreciation and
amortization of assets sold or otherwise retired are eliminated from the accounts and any gain or
loss is included in operations.
Long-lived assets of the Company are reviewed each reporting period to determine whether
their carrying value has become impaired in accordance with SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. The Company considers assets to be impaired if the
carrying value exceeds the future projected cash flows from related operations. The Company also
re-evaluates the periods of amortization to determine whether subsequent events and circumstances
warrant revised estimates of the remaining useful lives of the assets. As of June 30, 2009, the
Company expects these assets to be fully recoverable.
Advances on equipment purchases
The Company makes advances to certain vendors for equipment purchases. The Company transfers
the amounts advanced to the equipment accounts upon receipt of the equipment purchased. These
advances are classified as noncurrent, as the advances relate to equipment accounts and the
ultimate delivery of the equipment may exceed one year from the date the advances are made.
Concentration of risk
Cash includes cash on hand and demand deposits in accounts maintained with state-owned banks
within the PRC and an offshore account with DBS Bank. Cash deposits at these financial
institutions are not covered by insurance from the U.S. government. Total cash in state-owned
banks and DBS Bank at June 30, 2009 and 2008 amounted to $31,036,332 and $14,192,775,
respectively. To date, the Company has not experienced any losses in such accounts.
For the year ended June 30, 2009, one supplier accounted for 11% of the Companys total
purchases. This supplier represents 12% of total accounts payable as of June 30, 2009. For the
year ended June 30, 2008, one supplier accounted for approximately 12% of total purchases. This
supplier represents 14% of the Companys total accounts payable as of June 30, 2008.
For the year ended June 30, 2009, the Companys top five customers accounted for 13% of the
Companys total sales. These customers represent 14% of total accounts receivable as of June 30,
2009. For the year ended June 30, 2008, the Companys top five customers accounted for 21.6% of
the total sales. These customers represent 15% of total accounts receivable as of June 30, 2008.
The Companys operations are carried out in the PRC. Accordingly, the Companys business,
financial condition and results of operations may be influenced by the political, economic and
legal environments in the PRC, and by the general state of the PRCs economy. The Companys
operations in the PRC are subject to specific considerations and significant risks not typically
associated with
See report of independent registered public accounting firm.
F-11
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 2Summary of significant accounting policies (continued)
companies in North America and Western Europe. These include risks associated with, among others,
the political, economic and legal environments and foreign currency exchange. The Companys
results may be adversely affected by changes in governmental policies with respect to laws and
regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and
methods of taxation, among other things.
Liquidated damages
The liquidated damages associated with the registration of the shares and the settlement of
all outstanding related party balances are treated in accordance with Financial Accounting
Standards Board (FASB) Staff Position (FSP) EITF 00-19-2, Accounting for Registration
Payment Arrangement, which requires the Company to recognize an expense and a liability equal to
minimum estimated losses.
Financial instruments
SFAS 107, Disclosures about Fair Value of Financial Instruments, defines financial
instruments and requires disclosure of the fair value of financial instruments held by the
Company. SFAS 157, Fair Value Measurements, adopted July 1, 2008, defines fair value,
establishes a three-level valuation hierarchy for disclosures of fair value measurement and
enhances disclosures requirements for fair value measures. The carrying amounts reported in the
consolidated balance sheets for receivables and payables qualify as financial instruments and
reflect reasonable estimates of fair value because of the short period of time between the
origination of such instruments and their expected realization. The three levels of valuation
hierarchy are defined as follows:
o
|
Level 1 inputs to the valuation methodology which are quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||
o
|
Level 2 inputs to the valuation methodology that includes quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, substantially for the full term of the financial instrument. | ||
o
|
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The Company analyzes all financial instruments with features of both liabilities and equity
under SFAS 150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity, SFAS 133, Accounting for Derivative Instruments and Hedging
Activities, and EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Companys Own Stock. In accordance with EITF 00-19, the Companys
warrants were required to be recorded as a liability at fair value and marked to market each
reporting period.
As of June 30, 2009, the outstanding principal on the Companys short term loans amounted to
$14,357,000. Management concluded the carrying value of the short term loans is a reasonable
estimate of fair value because the amounts are due within one year and the stated interest rate
approximates current rates available.
As of June 30, 2009, the Companys management determined that certain inputs to the fair
value measurement of the Companys warrant liability falls under level 3 of the valuation
hierarchy, since there was no observable market price for certain inputs significant to the
valuation model used to determine the fair value of the warrant liability, and also rendered the
fair value calculation thereof under the same classification. The Companys warrant liability is
carried at fair value totaling $1,180,477 as of June 30, 2009.
See report of independent registered public accounting firm.
F-12
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 2Summary of significant accounting policies (continued)
Fair Value | Fair Value Measurement | |||||||||||||||
as of | at June 30, 2009 | |||||||||||||||
June 30, 2009 | using Fair Value Hierarchy | |||||||||||||||
Liabilities | Level 1 | Level 2 | Level 3 | |||||||||||||
Warrant liability |
$ | 1,180,477 | $ | 1,180,477 |
Except for the derivative liabilities and the short term loans, the Company did not identify
any other non-recurring assets and liabilities that are required to be presented on the
consolidated balance sheets at fair value in accordance with SFAS 157.
SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities Including
an amendment of FASB Statement No. 115, became effective for the Company on July 1, 2008. SFAS
159 provides the Company with the irrevocable option to elect fair value for the initial and
subsequent measurement for certain financial assets and liabilities on a contract-by-contract
basis with the difference between the carrying value before election of the fair value option and
the fair value recorded upon election as an adjustment to beginning retained earnings. The
Company chose not to elect the fair value option.
Income taxes
The Company accounts for income taxes in accordance with SFAS 109, Accounting for Income
Taxes. Under the asset and liability method as required by SFAS 109, deferred income taxes are
recognized for the tax consequences of temporary differences by applying enacted statutory tax
rates applicable to future years to differences between the financial statement carrying amounts
and the tax bases of existing assets and liabilities. Under SFAS 109, the effect on deferred
income taxes of a change in tax rates is recognized in income in the period that includes the
enactment date. A valuation allowance is recognized if it is more likely than not that some
portion, or all of, a deferred tax asset will not be realized. Since the Companys operations are
domiciled in the PRC, and the PRC taxable income mirrors that of GAAP income, there are no
material temporary differences that would result in deferred tax assets or liabilities. As such,
no valuation allowances were necessary at June 30, 2009 and 2008 for taxable income from the PRC.
However, the Company has certain deferred taxes as a result of net operating losses for U.S.
income tax purposes. (See Note 10.)
In July 2007, the Company adopted FASB Interpretation No. 48 (FIN 48), Accounting for
Uncertainty in Income Taxes an interpretation of FASB Statement No. 109, which clarifies the
accounting and disclosure for uncertain tax positions. FIN 48 prescribes a recognition threshold
and measurement attribute for recognition and measurement of a tax position taken or expected to
be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition.
Under FIN 48, evaluation of a tax position is a two-step process. The first step is to
determine whether it is more likely than not that a tax position will be sustained upon
examination, including the resolution of any related appeals or litigation based on the technical
merits of that position. The second step is to measure a tax position that meets the
more-likely-than-not threshold to determine the amount of benefit to be recognized in the
financial statements. A tax position is measured at the largest amount of benefit that is greater
than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously
failed to meet the more-likely-than-not recognition threshold should be recognized in the first
subsequent period in which the threshold is met. Previously recognized tax positions that no
longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent
financial reporting period in which the threshold is no longer met. The adoption of FIN 48 did
not have a material effect on the Companys consolidated financial statements.
See report of independent registered public accounting firm.
F-13
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 2Summary of significant accounting policies (continued)
China income tax
The Companys subsidiaries are governed by the Income Tax Law of the PRC concerning Foreign
Investment Enterprises and Foreign Enterprises and various local income tax laws (the Income Tax
Laws).
Beginning on January 1, 2008, the new Enterprise Income Tax (EIT) law replaced the
existing laws for Domestic Enterprises (DES) and Foreign Investment Enterprises (FIEs).
The key changes are:
a. | The new standard EIT rate of 25% replaced the 33% rate currently applicable to both DES and FIEs, except for High Tech companies who pay a reduced rate of 15%; | |||
b. | Companies established before March 16, 2007, will continue to enjoy tax holiday treatment approved by local government for a grace period of either for the next five years or until the tax holiday term is completed, whichever is sooner. These companies will pay the standard tax rate as defined in point a above when the grace period expires. |
Duoyuan China was established before March 16, 2007, and therefore qualify to continue to
enjoy the reduced tax rate as described below.
Prior to March 16, 2007, upon approval by the PRC tax authorities, FIEs scheduled to operate
for a period of 10 years or more and engaged in manufacturing and production may be exempt from
income taxes for two years, commencing with their first profitable year of operations, after
taking into account any losses brought forward from prior years and thereafter with a 50%
reduction for the subsequent three years.
Duoyuan China has been a wholly foreign-owned enterprise since its inception. This entity
status allowed Duoyuan China a two-year income tax exemption and a 50% income tax reduction for
the following three years. Duoyuan China also had operating losses prior to the calendar year
ended December 31, 2003, and started to generate a net profit for the calendar year ended
December 31, 2004. Therefore Duoyuan China had an income tax exemption for the calendar years
ended December 31, 2004 and 2005, and 50% income tax reduction for the calendar years ended
December 31, 2006, 2007, and 2008. Thus, income tax rate for Duoyuan China for the calendar years
ended December 31, 2006 and 2007 was 16.5% and for the calendar year ended December 31, 2008 was
12.5%. Duoyuan China is subject to an income tax rate of 25% starting January 1, 2009, under the
newly unified corporate income tax rate.
Langfang Duoyuan is located in a Special Economic and High Technology Zone and the PRC tax
authority has offered a special income tax rate to Langfang Duoyuan for doing business in the
special zone. With the approval of the local government, Langfang Duoyuan is exempt from income
taxes for five years, commencing with their first profitable year of operations. Langfang Duoyuan
has operating losses prior to the calendar year ended December 31, 2002, and started to generate
a net profit for the calendar year ended December 31, 2003. Therefore, Langfang Duoyuan had an
income tax exemption for the years ended December 31, 2003, through December 31, 2007. Langfang
Duoyuan is subject to an income tax rate of 25% starting January 1, 2008, under the newly unified
corporate income tax rate.
Prior to acquiring Hunan Duoyuan, the shareholders negotiated with the Hunan Shaoyang
Treasury Department to obtain an income tax exemption benefit. The Treasury Department granted
the company a five-year income tax exemption commencing with the first profitable year of
operations. In addition, the Treasury Department granted a 50% refund of income taxes based upon
the amount of income taxes paid by Hunan Duoyuan. Hunan Duoyuan had an operating loss in the
first year of operations ended December 31, 2004, and started to generate a net profit for the
calendar year ended December 31, 2005.
See report of independent registered public accounting firm.
F-14
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 2Summary of significant accounting policies (continued)
Therefore Hunan Duoyuan has an income tax exemption for the years ended December 31, 2005 through
December 31, 2009. Hunan Duoyuan will become subject to income tax at a rate of 25% starting
January 1, 2010, under the newly unified corporate income tax rate.
PRC laws require that before a foreign invested enterprise can legally distribute profits to
its partners, it must satisfy all tax liabilities, provide for losses in previous years, and make
allocations in proportions made at the discretion of the board of directors, after the statutory
reserve. The statutory reserves include the surplus reserve fund and the common welfare fund, and
represent restricted retained earnings.
During the years ended June 30, 2009, 2008 and 2007, the provision for income taxes amounted
to approximately $5,454,000, $3,238,000 and $1,807,000, respectively. The estimated tax savings
due to this tax exemption for the years ended June 30, 2009, 2008 and 2007 amounted to
approximately $4,272,000, $7,865,000 and $4,510,000, respectively. The net effect on earnings per
share had the income tax been applied would decrease basic and diluted earnings per share from
$1.30 to $1.13, $1.06 to $0.74 and $0.61 to $0.49 for the years ended June 30, 2009, 2008 and
2007, respectively.
The following table reconciles the U.S. statutory rates to the Companys effective tax rate
for the years ended June 30, 2009, 2008 and 2007:
Year Ended June 30, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
U.S. statutory rates |
34 | % | 34 | % | 34 | % | ||||||
Foreign income not recognized in the U.S. |
-34 | -34 | -34 | |||||||||
China income taxes |
25 | 33 | 33 | |||||||||
China income tax exemption |
-11.2 | -22.3 | -23.2 | |||||||||
Other (a) |
0.5 | 0.2 | 1.6 | |||||||||
Effective income tax rates |
14.3 | % | 10.9 | % | 11.4 | % | ||||||
(a) | The 0.5%, 0.2%, and 1.6% represent $1,399,143, $423,888 and $2,720,474 of expenses incurred by the Company that are not subject to China income tax for the years ended June 30, 2009, 2008 and 2007, respectively. |
Value added tax
Enterprises or individuals who sell commodities, engage in repair and maintenance or import
goods in the PRC are subject to a value added tax in accordance with PRC laws. The VAT standard
rate is 17% of the gross sales price. A credit is available whereby VAT paid on the purchases of
semi-finished products or raw materials used in the production of the Companys finished products
can be used to offset the VAT due on sales of the finished products. A credit is also available
for VAT paid on the purchases of equipment.
VAT on sales and VAT on purchases amounted to approximately $32,442,000 and $23,892,000 for
the year ended June 30, 2009, approximately $28,937,000 and $20,122,000 for the year ended June
30, 2008 and approximately $19,791,000 and $7,258,000 for the year ended June 30, 2007,
respectively. Sales and purchases are recorded net of VAT collected and paid as the Company acts
as an agent because the VAT is not impacted by the income tax holiday.
Shipping and handling
Shipping and handling costs related to goods sold are included in selling expenses. Shipping
and handling costs were approximately $1,396,000, $960,000 and $1,128,000 for the years ended
June 30, 2009, 2008 and 2007, respectively.
See report of independent registered public accounting firm.
F-15
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 2Summary of significant accounting policies (continued)
Advertising costs
Advertising costs are expensed as incurred and included in selling expenses. Advertising
costs were approximately $1,436,000, $1,357,000 and $1,118,000 for the years ended June 30, 2009,
2008 and 2007, respectively.
Research and development costs
Research and development costs are expensed as incurred. The costs of material and equipment
acquired or constructed for research and development activities, and have alternative future
uses, either in research and development, marketing, or sales, are capitalized as plant and
equipment and depreciated over their estimated useful lives.
Recent accounting pronouncements
In December 2007, the FASB issued SFAS 141R, Business Combinations, which replaces SFAS
141. SFAS 141R retains the purchase method of accounting for acquisitions, but requires a number
of changes, including changes in the way assets and liabilities are recognized in the purchase
accounting as well as requiring the expensing of acquisition-related costs as incurred.
Furthermore, SFAS 141R provides guidance for recognizing and measuring the goodwill acquired in
the business combination and determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the business combination.
SFAS 141R is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption
is prohibited. The Company is evaluating the impact, if any, that the adoption of this statement
will have on its consolidated results of operations or consolidated financial position.
In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated
Financial StatementsAn Amendment of ARB No. 51. SFAS 160 amends ARB 51 to establish accounting
and reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It is intended to eliminate the diversity in practice regarding
the accounting for transactions between equity and noncontrolling interests by requiring that
they be treated as equity transactions. Further, it requires consolidated net income to be
reported at amounts that include the amounts attributable to both the parent and the
noncontrolling interest. SFAS 160 also establishes a single method of accounting for changes in a
parents ownership interest in a subsidiary that do not result in deconsolidation, requires that
a parent recognize a gain or loss in net income when a subsidiary is deconsolidated, requires
expanded disclosures in the consolidated financial statements that clearly identify and
distinguish between the interests of the parents owners and the interests of the noncontrolling
owners of a subsidiary, among others. SFAS 160 is effective for fiscal years beginning on or
after December 15, 2008, with early adoption permitted, and it is to be applied prospectively.
SFAS 160 is to be applied prospectively as of the beginning of the fiscal year in which it is
initially applied, except for the presentation and disclosure requirements, which must be applied
retrospectively for all periods presented. The Company is evaluating the impact that SFAS 160
will have on its consolidated financial position or consolidated results of operations.
In February 2008, the FASB issued FSP FAS 157-1, Application of FASB Statement No. 157 to
FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements
for Purposes of Lease Classification or Measurement under Statement 13. FSP FAS 157-1 indicates
that it does not apply under SFAS 13, Accounting for Leases, and other accounting
pronouncements that address fair value measurements for purposes of lease classification or
measurement under SFAS 13. This scope exception does not apply to assets acquired and liabilities
assumed in a business combination that are required to be measured at fair value under SFAS 141
or SFAS 141R, regardless of whether those assets and liabilities are related to leases.
See report of independent registered public accounting firm.
F-16
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 2Summary of significant accounting policies (continued)
Also in February 2008, the FASB issued FSP FAS 157-2, Effective Date of FASB Statement No.
157. With the issuance of FSP FAS 157-2, the FASB agreed to: (a) defer the effective date in
SFAS 157 for one year for certain nonfinancial assets and nonfinancial liabilities, except those
that are recognized or disclosed at fair value in the financial statements on a recurring basis
(at least annually), and (b) remove certain leasing transactions from the scope of SFAS 157. The
deferral is intended to provide the FASB time to consider the effect of certain implementation
issues that have arisen from the application of SFAS 157 to these assets and liabilities.
In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and
Hedging Activities An Amendment of SFAS No. 133. SFAS 161 is intended to improve financial
reporting of derivative instruments and hedging activities by requiring enhanced disclosures to
enable financial statement users to better understand the effects of derivatives and hedging on
an entitys financial position, financial performance and cash flows. To achieve this increased
transparency, SFAS 161 requires (1) the disclosure of the fair value of derivative instruments
and gains and losses in a tabular format; (2) the disclosure of derivative features that are
credit risk-related; and (3) cross-referencing within the footnotes. SFAS 161 is effective on
January 1, 2009. The Company has adopted SFAS 161.
In June 2008, the FASB issued EITF 07-5, Determining whether an Instrument (or Embedded
Feature) is indexed to an Entitys Own Stock. EITF 07-5 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. Early application is not permitted. Paragraph 11(a) of SFAS 133 specifies that a
contract that would otherwise meet the definition of a derivative but is both (a) indexed to the
Companys own stock and (b) classified in stockholders equity in the statement of financial
position would not be considered a derivative financial instrument. EITF 07-5 provides a new
two-step model to be applied in determining whether a financial instrument or an embedded feature
is indexed to an issuers own stock and thus able to qualify for the SFAS 133 paragraph 11(a)
scope exception. This standard triggers liability accounting on all options and warrants
exercisable at strike prices denominated in any currency other than the functional currency in
China (Renminbi). The Company will adopt EITF 07-5 effective July 1, 2009. See note 14 which
discusses the effect on the Companys consolidated financial statements.
In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities, to address the question of
whether instruments granted in share-based payment transactions are participating securities
prior to vesting. FSP EITF 03-6-1 indicates that unvested share-based payment awards that contain
rights to dividend payments should be included in earnings per share calculations. The guidance
will be effective for fiscal years beginning after December 15, 2008. The Company is currently
evaluating the requirements of FSP EITF 03-6-1 and the impact that its adoption will have on the
consolidated results of operations or consolidated financial position.
In October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial
Asset in a Market That Is Not Active, which clarifies the application of SFAS 157 when the
market for a financial asset is inactive. Specifically, FSP FAS 157-3 clarifies how (1)
managements internal assumptions should be considered in measuring fair value when observable
data are not present, (2) observable market information from an inactive market should be taken
into account, and (3) the use of broker quotes or pricing services should be considered in
assessing the relevance of observable and unobservable data to measure fair value. The Company is
currently evaluating the impact of adoption of FSP FAS 157-3 on the Companys consolidated
financial statements.
In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly. FSP FAS 157-4 amends SFAS 157 and provides additional
guidance for estimating fair
See report of independent registered public accounting firm.
F-17
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 2Summary of significant accounting policies (continued)
value in accordance with SFAS 157 when the volume and level of activity for the asset or
liability have significantly decreased and also includes guidance on identifying circumstances
that indicate a transaction is not orderly for fair value measurements. FSP FAS 157-4 shall be
applied prospectively with retrospective application not permitted. FSP FAS 157-4 shall be
effective for interim and annual periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009. An entity early adopting FSP FAS 157-4 must
also early adopt FSP FAS 115-2 and 124-2, Recognition and Presentation of Other-Than-Temporary
Impairments. Additionally, if an entity elects to early adopt either FSP FAS 107-1 and 28-1,
Interim Disclosures about Fair Value of Financial Instruments or FSP FAS 115-2 and 124-2, it
must also elect to early adopt this FSP. The Company has determined that this new FSP did not
have a material impact on the consolidated financial statements.
In April 2009, the FASB issued FSP FAS 115-2 and 124-2. FSP FAS 115-2 amends SFAS 115,
Accounting for Certain Investments in Debt and Equity Securities, SFAS 124, Accounting for
Certain Investments Held by Not-for-Profit Organizations, and EITF 99-20, Recognition of
Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That
Continue to Be Held by a Transferor in Securitized Financial Assets, to make the
other-than-temporary impairments guidance more operational and to improve the presentation of
other-than-temporary impairments in the financial statements. This FSP will replace the existing
requirement that the entitys management assert it has both the intent and ability to hold an
impaired debt security until recovery with a requirement that management assert it does not have
the intent to sell the security, and it is more likely than not it will not have to sell the
security before recovery of its cost basis. This FSP provides increased disclosure about the
credit and noncredit components of impaired debt securities that are not expected to be sold and
also requires increased and more frequent disclosures regarding expected cash flows, credit
losses, and an aging of securities with unrealized losses. Although this FSP does not result in a
change in the carrying amount of debt securities, it does require that the portion of an
other-than-temporary impairment not related to a credit loss for a held-to-maturity security be
recognized in a new category of other comprehensive income and be amortized over the remaining
life of the debt security as an increase in the carrying value of the security. This FSP shall be
effective for interim and annual periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009. An entity may early adopt this FSP only if it
also elects to early adopt FSP FAS 157-4. Also, if an entity elects to early adopt either FSP FAS
157-4 or FSP FAS 107-1 and 28-1, the entity also is required to early adopt this FSP. The Company
has determined that this new FSP did not have a material impact on the consolidated financial
statements.
In April 2009, the FASB issued FSP FAS 107-1 and 28-1. This FSP amends SFAS 107, to require
disclosures about fair value of financial instruments not measured on the balance sheet at fair
value in interim financial statements as well as in annual financial statements. Prior to this
FSP, fair values for these assets and liabilities were only disclosed annually. This FSP applies
to all financial instruments within the scope of SFAS 107 and requires all entities to disclose
the method(s) and significant assumptions used to estimate the fair value of financial
instruments. This FSP shall be effective for interim periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15, 2009. An entity may early adopt this
FSP only if it also elects to early adopt FSP FAS 157-4 and 115-2 and 124-2. This FSP does not
require disclosures for earlier periods presented for comparative purposes at initial adoption.
In periods after initial adoption, this FSP requires comparative disclosures only for periods
ending after initial adoption. The Company is currently evaluating the disclosure requirements of
this new FSP.
In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification
TM and the Hierarchy of Generally Accepted Accounting Principles a
Replacement of FASB Statement No. 162 (SFAS 168). This Standard establishes the FASB
Accounting Standards Codification TM (the
See report of independent registered public accounting firm.
F-18
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 2Summary of significant accounting policies (continued)
Codification) as the source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements in conformity with
U.S. GAAP. The Codification does not change current U.S. GAAP, but is intended to simplify user
access to all authoritative U.S. GAAP by providing all the authoritative literature related to a
particular topic in one place. The Codification is effective for interim and annual periods ending
after September 15, 2009, and as of the effective date, all existing accounting standard documents
will be superseded. The Codification is effective in the third quarter of 2009, and accordingly,
the Quarterly Report on Form 10-Q for the quarter ending September 30, 2009 and all subsequent
public filings will reference the Codification as the sole source of authoritative literature.
Reclassifications and correction
Certain prior period amounts have been reclassified for consistent presentation with the
current period.
Note 3Earnings per share
The Company reports earnings per share in accordance with the provisions of SFAS 128,
Earnings Per Share. SFAS 128 requires presentation of basic and diluted earnings per share in
conjunction with the disclosure of the methodology used in computing such earnings per share. Basic
earnings per share excludes dilution and is computed by dividing income available to common
stockholders by the weighted average common shares outstanding during the period. Diluted earnings
per share takes into account the potential dilution that could occur if securities or other
contracts to issue common stock were exercised and converted into common stock.
The following is a reconciliation of the basic and diluted earnings per share computation:
2009 | 2008 | 2007 | ||||||||||
For the years ended June 30, 2009, 2008 and 2007 |
||||||||||||
Net income for earnings per share |
$ | 32,596,804 | $ | 26,459,524 | $ | 13,979,147 | ||||||
Weighted average shares used in basic computation |
||||||||||||
Basic and Diluted |
25,000,050 | 25,000,050 | 23,041,021 | |||||||||
Earnings per share: |
||||||||||||
Basic and Diluted |
$ | 1.30 | $ | 1.06 | $ | 0.61 | ||||||
At June 30, 2009 and 2008, 1,226,972 warrants, whose weighted average exercise price is
$4.95, were excluded from the calculation of diluted earnings per share because of their
anti-dilutive effect.
Note 4Supplemental disclosure of cash flow information
Cash paid for interest amounted to $1,186,225, $957,684 and $750,736 for the years ended
June 30, 2009, 2008 and 2007, respectively.
Cash paid for income taxes amounted to $4,970,955, $2,831,179 and $1,355,095 for the years
ended June 30, 2009, 2008 and 2007, respectively.
Note 5Inventories
Inventories consist of the following:
See report of independent registered public accounting firm.
F-19
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 5Inventories (continued)
June 30, | June 30, | |||||||
2009 | 2008 | |||||||
Raw materials |
$ | 6,494,433 | $ | 7,282,772 | ||||
Work-in-process |
13,125,837 | 10,984,027 | ||||||
Finished goods |
6,262,972 | 5,683,752 | ||||||
Totals |
$ | 25,883,242 | $ | 23,950,551 | ||||
Note 6Plant and equipment
Plant and equipment consist of the following:
June 30, | June 30, | |||||||
2009 | 2008 | |||||||
Buildings |
$ | 13,699,189 | $ | 13,643,084 | ||||
Office equipment |
928,051 | 924,251 | ||||||
Motor vehicles |
382,372 | 322,447 | ||||||
Plant and machinery |
32,008,907 | 20,305,152 | ||||||
Construction-in-progress |
4,286,527 | 4,268,971 | ||||||
Total |
51,305,046 | 39,463,905 | ||||||
Less: accumulated depreciation |
(8,181,893 | ) | (5,333,254 | ) | ||||
Plant and equipment, net |
$ | 43,123,153 | $ | 34,130,651 | ||||
Depreciation expense for the years ended June 30, 2009, 2008 and 2007 amounted to
approximately $2,827,000, $2,239,000 and $883,000, respectively.
Interest costs totaling approximately $141,000 was capitalized into construction-in-progress
for the year ended June 30, 2008. No interest costs were capitalized into
construction-in-progress for the years ended June 30, 2009 and 2007.
Note 7Intangible assets
Intangible assets consist of the following:
June 30, | June 30, | |||||||
2009 | 2008 | |||||||
Intangible land use rights |
$ | 4,457,876 | $ | 4,439,619 | ||||
Less: accumulated amortization |
(518,400 | ) | (436,491 | ) | ||||
Total |
$ | 3,939,476 | $ | 4,003,128 | ||||
Total amortization expense for the years ended June 30, 2009, 2008 and 2007 amounted to
$80,115, $75,297 and $70,047, respectively.
Note 8Related party transactions
The Company leased office space from Duoyuan China Water Recycle Technology Industry Co., a
related party. On June 30, 2008, the Company and Duoyuan Water Recycle Technology Industry Co.
terminated the lease pursuant to a termination agreement. The title of property transferred to
Duoyuan Information Terminal Manufacture (Langfang) Co., Ltd., a related party, which Mr. Wenhua
Guo is the sole shareholder. On July 1, 2008, the Company entered into a lease agreement with
Duoyuan Information Terminal Manufacture (Langfang) Co., Ltd., from July 1, 2008 to December 31,
2009. For the years ended June 30, 2009, 2008 and 2007, rental expense related to this office lease
amounted to $164,610 $154,784 and $143,992 (See Note 12).
See report of independent registered public accounting firm.
F-20
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 8Related party transactions (continued)
The Company had a lease agreement to rent part of its manufacturing plant located in Lanfang
Duoyuan with Duoyuan Water Treatment Equipment Manufacturing (Langfang) Co., Ltd. (lessee), a
company 80% owned by Mr. Wenhua Guo, from October 1, 2004 to September 30, 2009. On May 25, 2007,
the Company and the lessee terminated the lease pursuant to a termination agreement. Total rental
income related to this lease for the year ended June 30, 2007 was approximately $447,000, and is
included in other income in the accompanying consolidated statement of income. There was no such
rental income for the years ended June 30, 2009 and 2008.
Note 9Lines of credit
The lines of credit represent short-term loan amounts due to a bank which are due normally
within one year. These loans can be renewed with the bank. The loans were comprised of the
following:
June 30, | June 30, | |||||||
2009 | 2008 | |||||||
Loan from Bank of
Agriculture, Chongwen
branch due March 12, 2010,
interest rate of 5.841% per
annum, interest only paid
quarterly, secured by land
use rights and buildings |
$ | 1,465,000 | $ | | ||||
Loan from Bank of
Agriculture, Chongwen
branch due March 13, 2009 ,
interest rate of 8.570% per
annum, interest only paid
quarterly, secured by land
use rights and buildings |
| 1,459,000 | ||||||
Loan from Bank of
Agriculture, Chongwen
branch due July 3, 2009,
interest rate of 8.217% per
annum, interest only paid
quarterly, secured by land
use rights and buildings |
2,930,000 | | ||||||
Loan from Bank of
Agriculture, Chongwen
branch due July 10, 2009,
interest rate of 8.217% per
annum, interest only paid
quarterly, secured by land
use rights and buildings |
2,930,000 | 2,918,000 | ||||||
Loan from Bank of
Agriculture, Chongwen
branch due July 17, 2009,
interest rate of 8.217% per
annum, interest only paid
quarterly, secured by land
use rights and buildings |
4,102,000 | 4,085,200 | ||||||
Loan from Bank of
Agriculture, Chongwen
branch due July 24, 2009,
interest rate of 8.217% per
annum, interest only paid
quarterly, secured by land
use rights and buildings |
2,930,000 | 2,918,000 | ||||||
Total |
$ | 14,357,000 | $ | 11,380,200 | ||||
As of June 30, 2009 and 2008, the carrying value of the collateralized fixed assets amounted
to $4,206,000 and $4,304,772, respectively.
Total interest expense for the above short term loans, net of capitalized interest, amounted
to approximately $1,186,000, $817,000 and $751,000 for the years ended June 30, 2009, 2008 and
2007, respectively.
Note 10Taxes payable
Asian Financial, Inc. was incorporated in the U.S. and has incurred net operating losses for
income tax purposes for the year ended June 30, 2009. The net operating loss carryforwards for
U.S. income taxes is $2,862,715 which may be available to reduce future years taxable income.
These carryforwards will expire, if not utilized, starting in 2027 through 2028. Management
believes that the realization of
See report of independent registered public accounting firm.
F-21
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 10Taxes payable (continued)
the benefits from these losses appears uncertain due to the Companys limited operating
history and continuing losses for U.S. income tax purposes. Accordingly, the Company has provided
a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management
reviews the valuation allowance periodically and makes adjustments as warranted.
Taxes payable consisted of the following:
June 30, | June 30, | |||||||
2009 | 2008 | |||||||
VAT (credit) payable |
$ | (313,382 | ) | $ | 359,725 | |||
Income tax payable |
1,740,765 | 1,253,988 | ||||||
Others |
85,344 | 89,273 | ||||||
Total taxes payable |
$ | 1,512,727 | $ | 1,702,986 | ||||
The Company has cumulative undistributed earnings of foreign subsidiaries of approximately
$84.6 million as of June 30, 2009, which is included in retained earnings on the consolidated
balance sheets and will continue to be indefinitely reinvested in international operations.
Accordingly, no provision has been made for U.S. deferred taxes related to future repatriation of
these earnings, nor has it been determined to be practicable to estimate the amount of income taxes
that would have to be provided if we concluded that such earnings will be remitted in the future.
Significant components of the Companys deferred tax assets and liabilities at June 30, 2009
were as follows (tax-effected amounts shown):
U.S. | China | Total | ||||||||||
Deferred tax assets (liabilities): |
||||||||||||
Net operating loss carryforwards |
$ | 973,323 | $ | | $ | 973,323 | ||||||
Deferred tax assets, net |
973,323 | | 973,323 | |||||||||
Valuation allowance |
(973,323 | ) | | (973,323 | ) | |||||||
Net deferred tax assets |
$ | | $ | | $ | | ||||||
Significant components of the Companys deferred tax assets and liabilities at June 30, 2008
were as follows (tax-effected amounts shown):
U.S. | China | Total | ||||||||||
Deferred tax assets (liabilities): |
||||||||||||
Net operating loss carryforwards |
$ | 428,545 | $ | | $ | 428,545 | ||||||
Deferred tax assets, net |
428,545 | | 428,545 | |||||||||
Valuation allowance |
(428,545 | ) | | (428,545 | ) | |||||||
Net deferred tax assets |
$ | | $ | | $ | | ||||||
Note 11Statutory reserves and dividends
The laws and regulations of the PRC require that before a foreign-invested enterprise can
legally distribute profits, it must first satisfy all tax liabilities, provide for losses in
previous years, and make allocations in proportions determined at the discretion of the board of
directors, after the statutory reserve. The statutory reserves include the surplus reserve fund and
the enterprise fund. Additionally, the Chinese government restricts distributions of registered
capital and the additional investment amounts required by a foreign-invested enterprise. Approval
by the Chinese government must be obtained before distributions of these amounts can be returned to
the shareholders.
See report of independent registered public accounting firm.
F-22
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 11Statutory reserves and dividends (continued)
Statutory surplus reserve fund
The Company is required to transfer 10% of its net income, as determined in accordance with
the PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve
balance reaches 50% of the Companys registered capital.
The transfer to this reserve must be made before distribution of any dividends to
shareholders. For the years ended June 30, 2009, 2008 and 2007, the Company transferred $3,428,483,
$2,717,489 and $1,411,403 , respectively, to this reserve. The surplus reserve fund is
non-distributable other than during liquidation and can be used to fund previous years losses, if
any. It may also be utilized for business expansion or converted into share capital by issuing new
shares to existing shareholders in proportion to their shareholding 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.
The remaining reserve to fulfill the 50% registered capital requirement amounted to
approximately $4,640,000 and $8,900,000 as of June 30, 2009 and 2008, respectively.
Enterprise fund
The enterprise fund may be used to acquire fixed assets or to increase the working capital to
expend on production and operation of the business. No minimum contribution is required and, to
date, the Company has not made any contributions to this fund.
Note 12Operating leases
The Company entered into a lease arrangement for an office space with Duoyuan China Water
Recycle Technology Industry Co. from January 1, 2008 to December 31, 2008. On June 30, 2008, the
title of leased property transferred to Duoyuan Information Terminal Manufacture (Langfang) Co.,
Ltd., a related party (see Note 8), and the lease arrangement with Duoyuan China Water Recycle
Technology Industry Co. was terminated on that date. On July 1, 2008, the Company entered into a
lease agreement with Duoyuan Information Terminal Manufacture (Langfang) Co. Ltd. with annual lease
payments totaling $164,610.
In addition, the Company leases sixteen sales offices in sixteen different Chinese provinces
with various terms with latest office lease due to expire in December 2010. The monthly lease
amounts for these offices are de minimis.
Total lease expense for the years ended June 30, 2009, 2008 and 2007 was $236,421, $154,784
and $143,992, respectively. Total future minimum lease payments at June 30, 2009, are as follows:
Years ending June 30, | Amount | |||
2010 |
$ | 200,039 | ||
2011 |
33,696 | |||
Thereafter |
|
Note 13Retirement plan
The Companys retirement plan includes two parts: the first to be paid by the Company is 20%
of the employees actual salary in the prior year. The other part, paid by the employee, is 8% of
the actual salary. The Companys contributions amounted to approximately $1,103,000, $891,000 and
$503,000 for the years ended June 30, 2009, 2008 and 2007.
See report of independent registered public accounting firm.
F-23
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 14Shareholders equity
On October 25, 2006, Asian Financial, Inc. entered into a definitive Security Purchase
Agreement with unrelated investors (the Purchase Agreement). The transaction closed on November
2, 2006. In accordance with the Purchase Agreement, Asian Financial, Inc. issued 6,132,622 shares
of common stock for a purchase price of approximately $3.84 per share or a total of $23,549,200.
The financing was conducted through a private placement to accredited investors and is
exempted from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
Securities Act). In conjunction with the private placement, the Company agreed to register the
shares with the SEC within 90 days of the closing. The Company also agreed to make the registration
statement effective no later than the 150th day following the closing date or the fifth trading day
following the date on which the Company is notified by the SEC that such registration statement
will not be reviewed or is no longer subject to further review and comments, whichever date is
earlier. If the registration statement is not filed or declared effective pursuant to the above
timeline or if the registration statement ceases to be effective for more than an aggregate of 45
trading days, the Company is required to pay the investors monthly liquidated damages equal to 1%
of the aggregate investment amount. The total amount of the liquidated damages payable by the
Company was capped at 8% of the total investment amount paid by the investors. Additionally,
pursuant to the Purchase Agreement, the Company agreed to cease all related party transactions and
to settle all outstanding balances due to or from related parties by December 31, 2006. Failure to
terminate the related party transactions was to result in a monthly cash penalty of 1% of the
proceeds with a cap of 4%. Penalties were expensed as incurred and totaled $2,119,428 through
December 31, 2007. During the year ended June 30, 2008, the Company paid cash of $436,000 and
issued 576,425 warrants valued at $1,447,936, and the investors agreed to waive all future
penalties under the registration rights related to obtaining timely effectiveness of the
registration statement. The fair value of the warrants was calculated using the Cox-Ross-Rubinstein
(CRR) binomial model with the following assumptions: market price $5.76, 5-year term, volatility
of 42%, risk free interest rate of 2.09% and no dividends. Pursuant to SFAS 133 and EITF 00-19, the
warrants explicitly provide the holder with the right to request the Company to cash-settle the
warrants. Therefore, the warrants did not meet the criteria established under EITF 00-19 and
triggered liability accounting. As such, the Company recorded liability of $1,447,936 on December
31, 2007, the grant date. As of June 30, 2009, the fair value of these warrants was $1,180,477 and
the Company recorded a gain of $194,347 for the change of fair value for the year then ended.
The changes in the fair value of derivative instrument liabilities were as follows:
Amount | ||||
Balance, June 30, 2007 |
$ | | ||
Value of warrant liability on grant date |
1,447,936 | |||
Change in fair value of derivative instruments |
(73,112 | ) | ||
Balance, June 30, 2008 |
1,374,824 | |||
Change in fair value of derivative instruments |
(194,347 | ) | ||
Balance, June 30, 2009 |
$ | 1,180,477 | ||
As discussed above, the Company incurred liquidated damages for failure to register the resale
of securities as well as to terminate all related party transactions pursuant to the Purchase
Agreement. In November 2007, the Company reached a settlement with the investors who agreed to
waive all penalties due in exchange for warrants or cash payments of $1,883,936.
See report of independent registered public accounting firm.
F-24
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 14Shareholders equity (continued)
The following is a reconciliation of liquidated damages for the year ended June 30, 2008:
Liquidated damages expense accrued at June 30, 2007 |
$ | 2,119,428 | ||
Settlement payments with warrants and cash payments |
(1,883,936 | ) | ||
Net gain from reversal of liquidated damages expense at June 30, 2008 |
$ | 235,492 | ||
The Company had no gain or loss from the liquidated damages during the year ended June 30,
2009, since an agreement was reached and settled during the year ended June 30, 2008.
At closing, as part of the compensation to the placement agent, Roth Capital Partners, LLC
(Roth Capital), the Company issued to Roth Capital warrants to acquire 613,260 shares of common
stock, exercisable at any time after June 30, 2008. The warrants have a strike price equal to $
4.21. In addition, the Company issued to CCG, an investor relations firm, warrants to acquire
37,287 shares of common stock. The warrants have a strike price equal to $4.61. The warrants have a
term of five years starting from July 1, 2008, and will permit cashless or net exercise at all
times. The shares underlying the warrants will have registration rights. The warrant contains a
standard antidilution provision for stock dividends, stock splits, stock combination,
recapitalization and a change of control transaction. The warrants meet the conditions for equity
classification pursuant to SFAS 133 and EITF 00-19. Therefore, these warrants were classified as
equity and accounted for as common stock issuance cost.
Weighted | Average | |||||||||||||||
Warrants | Warrants | Average | Remaining | |||||||||||||
Outstanding | Exercisable | Exercise Price | Contractual Life | |||||||||||||
Balance, June 30, 2007 |
650,547 | | $ | 4.23 | | |||||||||||
Granted |
576,425 | 576,425 | 5.76 | 5.00 | ||||||||||||
Forfeited |
| | | | ||||||||||||
Exercised |
| | | | ||||||||||||
Balance, June 30, 2008 |
1,226,972 | 1,226,972 | $ | 4.95 | 5.00 | |||||||||||
Granted |
| | | | ||||||||||||
Forfeited |
| | | | ||||||||||||
Exercised |
| | | | ||||||||||||
Balance, June 30, 2009 |
1,226,972 | 1,226,972 | $ | 4.95 | 4.25 | |||||||||||
As discussed in Note 2 under recent accounting pronouncements, in June 2008, the FASB issued
EITF 07-5. EITF 07-5 is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early application is not
permitted. This standard triggers liability accounting on all options and warrants exercisable at
strike prices denominated in any currency other than the functional currency in China (Renminbi).
Accordingly, 613,260 warrants issued to Roth Capital and 37,287 warrants issued to CCG will be
recorded as a liability beginning fiscal year ending June, 30, 2010, and interim periods within
that fiscal year. The fair value of the warrants will be calculated using the Cox-Ross-Rubinstein
(CRR) binomial model with the following assumptions: market price $5.76, 5-year term, volatility
of 42%, risk free interest rate of 2.09% and no dividends. Currently, the estimated liability of
approximately $1,732,000 as of June 30, 2009, will be recorded during the fiscal year ending June
30, 2010 and the off-setting entry will be against stockholders equity. This adjustment will have
no impact on the Companys earnings.
See report of independent registered public accounting firm.
F-25
Table of Contents
ASIAN FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
Note 15Commitments and contingencies
Equipment purchase agreement
In August 2008, Langfang Duoyuan entered into a packing material equipment purchase agreement
with Beijing Jingneng Mechanical & Electrical Equipments Ltd. As of June 30, 2009, $382,877, or 5%
of the total commitment, remains outstanding on this agreement.
Litigation
The Company is subject to various legal matters in the ordinary course of business. After
taking into consideration the Companys legal counsels evaluation of these matters, the Company
has determined that the resolution of these matters will not have a material adverse effect on the
Companys consolidated financial statements.
Note 16Subsequent events
On July 3, 2009, the Company renewed the $2,930,000 bank loan due on July 3, 2009 from Bank of
Agriculture, Chongwen branch. The new loan is due on July 2, 2010, with an interest rate of 5.841%
per annum, secured by land use rights and buildings.
On July 10, 2009, the Company renewed the $2,930,000 bank loan due on July 10, 2009 from Bank
of Agriculture, Chongwen branch. The new loan is due on July 9, 2010, with an interest rate of
5.841% per annum, secured by land use rights and buildings.
On July 17, 2009, the Company renewed the $4,102,000 bank loan due on July 17, 2009 from Bank
of Agriculture, Chongwen branch. The new loan is due on July 16, 2010, with an interest rate of
5.841% per annum, secured by land use rights and buildings.
On July 24, 2009, the Company renewed the $2,930,000 bank loan due on July 24, 2009 from Bank
of Agriculture, Chongwen branch. The new loan is due on July 23, 2010, with an interest rate of
5.841% per annum, secured by land use rights and buildings.
On August 26, 2009, the Company announced the appointment of Mr. Christopher Patrick Holbert
to serve as the new Chief Executive Officer of the Company, effective August 26, 2009.
The Company has performed an evaluation of subsequent events through September 2, 2009, the
date these consolidated financial statements were issued.
See report of independent registered public accounting firm.
F-26