Attached files
file | filename |
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EX-31.1 - EX-31.1 - DUOYUAN PRINTING, INC. | h03988exv31w1.htm |
EX-32.1 - EX-32.1 - DUOYUAN PRINTING, INC. | h03988exv32w1.htm |
EX-31.2 - EX-31.2 - DUOYUAN PRINTING, INC. | h03988exv31w2.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 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.
(Exact Name of Registrant as Specified in its Charter)
Wyoming (State or Other Jurisdiction of Incorporation or Organization) |
91-1922225 (IRS Employer Identification Number) |
No. 3 Jinyuan Road
Daxing Industrial Development Zone
Beijing 102600, Peoples Republic of China
(Address of Principal Executive Offices)
Daxing Industrial Development Zone
Beijing 102600, Peoples Republic of China
(Address of Principal Executive Offices)
Tel: +86 10-6021-2222
(Registrants telephone number)
(Registrants telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition 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
As of February 8, 2010, the Company
had 30,563,217 shares of common stock, par value $0.001
per share, issued and outstanding.
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
DUOYUAN PRINTING, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS ASIAN FINANCIAL, INC.)
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND JUNE 30, 2009
(FORMERLY KNOWN AS ASIAN FINANCIAL, INC.)
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND JUNE 30, 2009
December 31, | June 30, | |||||||
2009 | 2009 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash |
$ | 96,743,881 | $ | 31,044,070 | ||||
Accounts receivable, net of allowance for doubtful accounts of $1,612,406 and $1,401,689 as of
December 31, 2009 and June 30, 2009, respectively |
43,668,616 | 37,259,616 | ||||||
Inventories |
25,150,892 | 25,883,242 | ||||||
Other current assets |
570,703 | 26,912 | ||||||
Total current assets |
166,134,092 | 94,213,840 | ||||||
PLANT AND EQUIPMENT, net |
41,826,421 | 43,123,153 | ||||||
OTHER ASSETS: |
||||||||
Intangible assets, net |
3,904,742 | 3,939,476 | ||||||
Advances on equipment purchases |
7,284,609 | 7,274,677 | ||||||
Total other assets |
11,189,351 | 11,214,153 | ||||||
Total assets |
$ | 219,149,864 | $ | 148,551,146 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
CURRENT LIABILITIES: |
||||||||
Lines of credit |
$ | 14,376,600 | $ | 14,357,000 | ||||
Accounts payable |
1,292,853 | 756,116 | ||||||
Accrued liabilities |
3,017,033 | 2,251,419 | ||||||
Taxes payable |
4,821,371 | 1,512,727 | ||||||
Total current liabilities |
23,507,857 | 18,877,262 | ||||||
Derivative instrument liabilities |
5,136,268 | 1,180,477 | ||||||
Total Liabilities |
28,644,125 | 20,057,739 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
SHAREHOLDERS EQUITY: |
||||||||
Preferred
stock; $0.001 par value; 1,000,000 shares authorized;
no shares issued and outstanding as of December 31, 2009 and June 30, 2009 |
| | ||||||
Common
stock; $0.001 par value; 100,000,000 shares authorized;
30,563,217 shares issued and outstanding as of December 31, 2009 and
25,000,050 shares issued and outstanding as of June 30, 2009 |
30,563 | 25,000 | ||||||
Additional paid-in capital |
70,272,694 | 27,263,040 | ||||||
Statutory reserves |
11,179,137 | 9,428,573 | ||||||
Retained earnings |
95,903,555 | 79,226,497 | ||||||
Accumulated other comprehensive income |
10,973,612 | 10,788,585 | ||||||
Total Duoyuan Printing, Inc. shareholders equity |
188,359,561 | 126,731,695 | ||||||
NONCONTROLLING INTEREST |
2,146,178 | 1,761,712 | ||||||
Total equity |
190,505,739 | 128,493,407 | ||||||
Total liabilities and equity |
$ | 219,149,864 | $ | 148,551,146 | ||||
1
Table of Contents
DUOYUAN PRINTING, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS ASIAN FINANCIAL, INC.)
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008, AND 2009
(UNAUDITED)
(FORMERLY KNOWN AS ASIAN FINANCIAL, INC.)
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008, AND 2009
(UNAUDITED)
Three Months Ended | Six Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
REVENUES, net |
$ | 42,408,047 | $ | 36,837,283 | $ | 75,702,970 | $ | 63,016,714 | ||||||||
COST OF REVENUES |
19,564,713 | 16,609,073 | 35,353,104 | 28,939,825 | ||||||||||||
GROSS PROFIT |
22,843,334 | 20,228,210 | 40,349,866 | 34,076,889 | ||||||||||||
RESEARCH AND DEVELOPMENT EXPENSES |
628,674 | 490,084 | 992,833 | 1,184,601 | ||||||||||||
SELLING EXPENSES |
3,908,445 | 2,952,037 | 7,064,821 | 5,498,952 | ||||||||||||
GENERAL AND ADMINISTRATIVE EXPENSES |
3,628,448 | 1,344,637 | 5,118,646 | 2,276,335 | ||||||||||||
INCOME FROM OPERATIONS |
14,677,767 | 15,441,452 | 27,173,566 | 25,117,001 | ||||||||||||
CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENTS |
(3,344,611 | ) | 108,669 | (3,233,996 | ) | 164,076 | ||||||||||
OTHER INCOME (EXPENSE), net |
||||||||||||||||
Non-operating expenses |
| (956,936 | ) | | (956,936 | ) | ||||||||||
Interest expense |
(211,737 | ) | (213,664 | ) | (446,126 | ) | (426,739 | ) | ||||||||
Interest income and other income |
40,280 | 35,708 | 71,927 | 69,187 | ||||||||||||
Other expense, net |
(171,457 | ) | (1,134,892 | ) | (374,199 | ) | (1,314,488 | ) | ||||||||
INCOME BEFORE PROVISION FOR INCOME TAXES AND
NONCONTROLLING INTEREST |
11,161,699 | 14,415,229 | 23,565,371 | 23,966,589 | ||||||||||||
PROVISION FOR INCOME TAXES |
2,849,832 | 1,604,339 | 5,258,478 | 2,531,130 | ||||||||||||
NET INCOME |
8,311,867 | 12,810,890 | 18,306,893 | 21,435,459 | ||||||||||||
Less: Net income attributable to noncontrolling interest |
223,951 | 168,986 | 381,904 | 278,723 | ||||||||||||
NET INCOME ATTRIBUTABLE TO DUOYUAN PRINTING, INC. |
8,087,916 | 12,641,904 | 17,924,989 | 21,156,736 | ||||||||||||
OTHER COMPREHENSIVE INCOME |
||||||||||||||||
Foreign currency translation gain |
1,810 | 308,470 | 185,027 | 564,737 | ||||||||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO DUOYUAN PRINTING, INC. |
$ | 8,089,726 | $ | 12,950,374 | $ | 18,110,016 | $ | 21,721,473 | ||||||||
BASIC WEIGHTED AVERAGE NUMBER OF SHARES |
28,367,934 | 25,000,050 | 26,683,992 | 25,000,050 | ||||||||||||
DILUTED WEIGHTED AVERAGE NUMBER OF SHARES |
29,202,495 | 25,000,050 | 27,101,273 | 25,000,050 | ||||||||||||
BASIC EARNING PER SHARE |
$ | 0.29 | $ | 0.51 | $ | 0.67 | $ | 0.85 | ||||||||
DILUTED EARNING PER SHARE |
$ | 0.28 | $ | 0.51 | $ | 0.66 | $ | 0.85 | ||||||||
2
Table of Contents
DUOYUAN PRINTING, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS ASIAN FINANCIAL, INC.)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(FORMERLY KNOWN AS ASIAN FINANCIAL, INC.)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Common Stock | Additional paid-in capital |
Retained earnings | Accumulated other comprehensive income |
|||||||||||||||||||||||||||||
Number of shares | Amount | Statutory reserves | Unrestricted | Noncontrolling Interest |
Total | |||||||||||||||||||||||||||
BALANCE, June 30, 2008 |
25,000,050 | $ | 25,000 | $ | 27,263,040 | $ | 6,000,090 | $ | 50,058,176 | $ | 10,460,031 | $ | 1,292,843 | $ | 95,099,180 | |||||||||||||||||
Net income |
21,156,736 | 278,723 | 21,435,459 | |||||||||||||||||||||||||||||
Adjustment to statutory reserves |
3,558,242 | (3,558,242 | ) | | ||||||||||||||||||||||||||||
Foreign currency translation adjustments |
564,737 | 7,603 | 572,340 | |||||||||||||||||||||||||||||
BALANCE, December 31, 2008 (Unaudited) |
25,000,050 | $ | 25,000 | $ | 27,263,040 | $ | 9,558,332 | $ | 67,656,670 | $ | 11,024,768 | $ | 1,579,169 | $ | 117,106,979 | |||||||||||||||||
Net income |
11,440,068 | 184,830 | 11,624,898 | |||||||||||||||||||||||||||||
Adjustment to statutory reserves |
(129,759 | ) | 129,759 | | ||||||||||||||||||||||||||||
Foreign currency translation adjustments |
(236,183 | ) | (2,287 | ) | (238,470 | ) | ||||||||||||||||||||||||||
BALANCE, June 30, 2009 |
25,000,050 | $ | 25,000 | $ | 27,263,040 | $ | 9,428,573 | $ | 79,226,497 | $ | 10,788,585 | $ | 1,761,712 | $ | 128,493,407 | |||||||||||||||||
Cumulative effect of reclassification of
warrants |
(2,234,538 | ) | 502,633 | (1,731,905 | ) | |||||||||||||||||||||||||||
BALANCE, July 1, 2009, as adjusted |
25,000,050 | $ | 25,000 | $ | 25,028,502 | $ | 9,428,573 | $ | 79,729,130 | $ | 10,788,585 | $ | 1,761,712 | $ | 126,761,502 | |||||||||||||||||
Issuance of
common shares in
connection with Initial Public
Offering, net of offering costs |
5,500,000 | 5,500 | 41,910,036 | 41,915,536 | ||||||||||||||||||||||||||||
Stock-based compensation |
2,324,109 | 2,324,109 | ||||||||||||||||||||||||||||||
Issuance of
common shares in connection
with cashless exercise of warrants |
63,167 | 63 | 1,010,047 | 1,010,110 | ||||||||||||||||||||||||||||
Net income |
17,924,989 | 81,904 | 18,306,893 | |||||||||||||||||||||||||||||
Adjustment to statutory reserves |
1,750,564 | (1,750,564 | ) | | ||||||||||||||||||||||||||||
Foreign currency translation adjustments |
185,027 | 2,562 | 187,589 | |||||||||||||||||||||||||||||
BALANCE, December 31, 2009 (Unaudited) |
30,563,217 | $ | 30,563 | $ | 70,272,694 | $ | 11,179,137 | $ | 95,903,555 | $ | 10,973,612 | $ | 2,146,178 | $ | 190,505,739 | |||||||||||||||||
3
Table of Contents
DUOYUAN PRINTING, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS ASIAN FINANCIAL, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2009 AND 2008
(UNAUDITED)
(FORMERLY KNOWN AS ASIAN FINANCIAL, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2009 AND 2008
(UNAUDITED)
Six Months Ended | ||||||||
December 31, | ||||||||
2009 | 2008 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 17,924,989 | $ | 21,156,736 | ||||
Adjustments to reconcile net income to net cash
provided by (used in) operating activities: |
||||||||
Noncontrolling interest |
381,904 | 278,723 | ||||||
Depreciation |
1,819,403 | 1,345,191 | ||||||
Amortization |
40,096 | 40,038 | ||||||
Bad debt expense |
208,718 | | ||||||
Change in fair value of derivative instruments |
3,233,996 | (164,076 | ) | |||||
Stock-based compensation |
2,324,109 | | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(6,564,254 | ) | (3,241,285 | ) | ||||
Inventories |
768,133 | (1,391,945 | ) | |||||
Other current assets |
(543,538 | ) | 657,362 | |||||
Accounts payable |
535,485 | (103,601 | ) | |||||
Accrued liabilities |
763,620 | 431,899 | ||||||
Taxes payable |
3,305,225 | 1,596,550 | ||||||
Net cash provided by operating activities |
24,197,886 | 20,605,592 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchase of equipment |
(464,353 | ) | (1,408,404 | ) | ||||
Advances on equipment purchases |
| (9,865,535 | ) | |||||
Payments for construction-in-progress |
| (172,302 | ) | |||||
Net cash used in investing activities |
(464,353 | ) | (11,446,241 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Proceeds from lines of credit |
12,900,800 | 12,885,840 | ||||||
Payments for lines of credit |
(12,900,800 | ) | (9,957,240 | ) | ||||
Proceeds from Initial Public Offering, net of offering costs |
41,915,536 | | ||||||
Net cash provided by financing activities |
41,915,536 | 2,928,600 | ||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH |
50,742 | 113,511 | ||||||
INCREASE IN CASH |
65,699,811 | 12,201,462 | ||||||
CASH, beginning of period |
31,044,070 | 14,199,700 | ||||||
CASH, end of period |
$ | 96,743,881 | $ | 26,401,162 | ||||
4
Table of Contents
DUOYUAN PRINTING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Note 1 Organization background and principal activities
Duoyuan Printing, Inc. (DPI or the Company), formerly known as Asian Financial, Inc., or 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.
Pursuant to the amended and restated articles of incorporation with the State of Wyoming on October
15, 2009, the Companys name was changed from Asian Financial, Inc. to Duoyuan Printing, Inc.
(the Corporate Name Change). The Corporate Name Change was approved and authorized by the Board
of Directors of the Company as well as the holders of the majority of the outstanding shares of the
Companys voting stock by written consent.
The Company is an offset printing equipment supplier headquartered in Beijing, Peoples Republic of
China (PRC). Through the principal operating subsidiaries in the PRC, the Company manufactures
one product under the pre-press product category (a CTP system) and many products across four
product lines under the press product category (single color small format presses, single color
large format presses, multicolor small format presses and multicolor large format presses).
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 November 6, 2009, the Company completed
an initial public offering (IPO) of 5,500,000 common shares at a price of $8.50 per share. This represented 18.0% of the 30,563,217 total outstanding
shares at December 31, 2009. The net proceeds from the IPO, after deducting a total of $4,834,464
of underwriting discounts, commissions and offering expenses, totaled $41,915,536.
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 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 15). On August 21, 2007, Duoyuan China received its business license requiring $25,000,000
registered capital. As of December 31, 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.
Note 2 Summary of significant accounting policies
The reporting entity and principles of consolidation
The consolidated financial statements of Duoyuan Printing, Inc. and subsidiaries (the Company)
reflect the activities of Duoyuan Printing and its subsidiaries. All intercompany balances and
transactions have been eliminated in consolidation.
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Table of Contents
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (U.S. GAAP) and have been
consistently applied.
While management has included all normal recurring adjustments considered necessary to give a fair
presentation of the operating results for the periods presented, interim results are not
necessarily indicative of results for a full year. The information included in this Quarterly
Report on Form 10-Q should be read in conjunction with information included in the 2009 annual
report filed on Form 10-K.
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. 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 $10,973,612 and $10,788,585 as of December 31, 2009 and June
30, 2009, respectively. Asset and liability accounts at December 31, 2009 were translated at
RMB6.82 to $1.00, as compared to RMB6.83 to $1.00 at June 30, 2009. The average translation rates
applied to the consolidated statements of income for the six months ended December 31, 2009 and
2008 were RMB6.82 to $1.00 and RMB6.83 to $1.00, respectively.
Cash flows from the Companys operations are 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
six months ended December 31, 2009 and 2008.
Comprehensive income
Financial Accounting Standards Boards (FASB) accounting standard regarding comprehensive income
establishes requirements 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 reported in financial statements that
are displayed with the same prominence as other financial statements. The accompanying consolidated
financial statements include the provisions of this accounting standard.
Revenue recognition
The Company follows the accounting standard regarding revenue recognition which specifies that
revenue should be realized or realizable and earned when four criteria are met:
| Persuasive evidence of an arrangement exists. (The Company considers its sales contracts to be persuasive evidence of an arrangement.) | ||
| Product is shipped or services have been rendered. |
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Table of Contents
| The sellers price to the buyer is fixed or determinable. | ||
| Collectability of payment is reasonably assured. |
The Company records revenue 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 six months
ended December 31, 2009 and 2008, and the Company 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.
The Company estimates sales rebates to distributors based on the projected annual sales and
corresponding cash receipts. These rebates are assessed at the end of each calendar year. Sales
rebates are included as a reduction of revenue and accounts receivable to be received by the
Company.
For the three and six months ended December 31, 2009 and 2008, 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 periods.
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 records 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:
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December 31, 2009 | ||||||||
(Unaudited) | June 30, 2009 | |||||||
Balance, beginning of period |
$ | 1,401,689 | $ | 1,178,328 | ||||
Provision for bad debts |
208,718 | 218,516 | ||||||
Foreign currency translation adjustments |
1,999 | 4,845 | ||||||
Balance, end of period |
$ | 1,612,406 | $ | 1,401,689 | ||||
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 December 31, 2009 and June 30, 2009, 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 December 31, 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 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. All other interest is expensed as incurred. No depreciation is provided for
construction-in-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. 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 December 31, 2009, the
Company expects these assets to be fully recoverable.
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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 and private
banks within the PRC. Cash deposits at financial institutions outside of the United States are not
covered by insurance from the U.S. government. Total cash in these banks at December 31, 2009 and
June 30, 2009 amounted to approximately $96,776,000 and
$31,036,000, respectively. To date, the Company has not
experienced any losses in such accounts.
For the three and six months ended December 31, 2009 and 2008, no customer accounted for more than
10% of the Companys sales. For the three and six months ended December 31, 2009, one supplier
accounted for more than 10% of the Companys purchases. For the three and six months ended December
31, 2008, no supplier accounted for more than 10% of the Companys purchases.
As of December 31, 2009 and June 30, 2009, no customer accounted for more than 10% of the Companys
receivables. As of December 31, 2009 and June 30, 2009, one supplier accounted for 20% and 12% of
the Companys payables, respectively.
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 PRC economy. The Companys operations in
the PRC are subject to specific considerations and significant risks not typically associated with
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.
Financial instruments
The accounting standards regarding fair value of financial instruments and related fair value
measurements define financial instruments, define fair value, establish a three-level valuation
hierarchy for disclosures of fair value measurement, and enhance disclosure 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:
| Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||
| 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. | ||
| 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,
pursuant to which the Companys warrants were required to be recorded as a liability at fair value
and marked to market each reporting period.
As of December 31, 2009, the outstanding principal on the Companys short term loans amounted to
$14,376,600. 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 December 31, 2009, the Companys management determined that certain inputs significant to the
fair value measurement of the Companys warrant liability falls under level 2 of the valuation
hierarchy (i.e., the lowest level of input to the fair value measurement), and therefore it
rendered the fair value measurement of the warrant liability under the same classification. Through
to the Companys IPO on November 6, 2009, the fair value measurement of the warrant liability fell
under Level 3 of the valuation hierarchy, primarily as a result of the lowest level of input
significant to the fair value measurement falling under Level 3 of the valuation hierarchy. In
conjunction with the change in the valuation hierarchy of the fair value of the warrants, the fair
value of the warrant liability was
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required to be marked to market at each reporting period in accordance with accounting standards
governing fair value of financial instruments.
The Companys warrant liability is carried at fair value totaling $5,136,268 as of December 31,
2009.
Fair Value as of December 31, | Fair Value Measurement at December 31, 2009 | |||||||||||||||
2009 | using Fair Value Hierarchy | |||||||||||||||
Liabilities |
Level 1 | Level 2 | Level 3 | |||||||||||||
Warrant liability |
$ | 5,136,268 | $ | 5,136,268 |
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.
The accounting standard regarding the fair value option for financial assets and financial
liabilities 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 the accounting standard for income taxes.
Under the asset and liability method as required by this accounting standard, 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. 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 PRC 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 December 31, 2009 and June 30, 2009 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 11)
The accounting standard for accounting for uncertainty in income taxes clarifies the accounting and
disclosure for uncertain tax positions. It 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. Further, this accounting standard also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition.
Under this accounting standard, 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 this accounting standard did not
have a material effect on the Companys consolidated financial statements.
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).
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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, as defined in the PRC Income Tax Law, 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 qualifies 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 12.5% for the calendar year ended December 31, 2008. 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 began generating 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 has
been 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 (the 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 began generating a net profit for
the calendar year ended December 31, 2005. 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% beginning on 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 three months ended December 31, 2009 and 2008, the provision for income taxes amounted
to approximately $2,850,000 and $1,604,000, respectively. During the six months ended December 31,
2009 and 2008, the provision for income taxes amounted to approximately $5,258,000 and $2,531,000,
respectively. The estimated tax savings due to this tax exemption for the three months ended
December 31, 2009 and 2008 amounted to approximately $1,071,000 and $1,642,000, respectively. The
estimated tax savings due to this tax exemption for the six months ended December 31, 2009 and 2008
amounted to approximately $2,038,000 and $3,162,000, respectively. The net effect on earnings per
share had the income tax been applied would decrease basic and diluted earnings per share from
$0.29 to $0.25 and $0.51 to $0.44 for the three months ended December 31, 2009, and 2008,
respectively, and from $0.67 to $0.59 and $0.85 to $0.72 for the six months ended December 31, 2009
and 2008, respectively.
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The following table reconciles the U.S. statutory rates to the Companys effective tax rates for
the six months ended December 31, 2009, and 2008:
Six Months Ended December 31, | ||||||||
2009 | 2008 | |||||||
U.S. statutory rates |
34.0 | % | 34.0 | % | ||||
Foreign income not recognized in the U.S. |
(34.0 | ) | (34.0 | ) | ||||
China income taxes |
25.0 | 25.0 | ||||||
China income tax exemption |
(6.9 | ) | (12.8 | ) | ||||
Other(a) |
4.2 | (1.6 | ) | |||||
Effective income tax rates |
22.3 | % | 10.6 | % | ||||
(a) | The 4.2% and -1.6% primarily represent approximately $6,317,000 and $859,000 of expenses incurred by the Company that are not subject to China income taxes for the six months ended December 31, 2009, and 2008, 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 $12,864,000 and $8,692,000,
respectively, for the three months ended December 31, 2009, and approximately $11,037,000 and
$7,658,000, respectively, for the three months ended December 31, 2008, respectively.
VAT on sales and VAT on purchases amounted to approximately $23,018,000 and $15,189,000,
respectively, for the six months ended December 31, 2009 and approximately $19,115,000 and
$13,111,000, respectively, for the six months ended December 31, 2008, 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 $423,000 and $524,000 for the three months ended December 31,
2009, and 2008, respectively. Shipping and handling costs were approximately $746,000 and $834,000
for the six months ended December 31, 2009 and 2008, respectively.
Advertising costs
Advertising costs are expensed as incurred and included in selling expenses. Advertising costs were
approximately $751,000 and $361,000 for the three months ended December 31, 2009, and 2008,
respectively, and approximately $1,401,000 and $754,000 for the six months ended December 31, 2009
and 2008, 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.
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Warrant liabilities
Effective July 1, 2009, the Company adopted the provisions of an accounting standard regarding
instruments that are indexed to an entitys own stock. This accounting standard 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. It 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 scope exception within the standards.
As a result, 650,547 warrants previously treated as equity pursuant to the derivative treatment
exemption are no longer afforded equity treatment because the strike price of the warrants is
denominated in the U.S. dollar, a currency other than the Companys functional currency, the
Chinese Renminbi. As a result, the warrants are not considered indexed to the Companys own stock,
and as such, all changes in the fair value of these warrants are recognized currently in earnings
until such time as the warrants are exercised or expire.
Therefore, effective July 1, 2009, the Company reclassified the fair value of these warrants from
equity to liability as if these warrants were treated as a derivative liability since their
issuance in October 2006. On July 1, 2009, the Company reclassified from additional paid-in
capital, as a cumulative effect adjustment, $502,633 to beginning retained earnings and $1,731,905
to warrant liabilities to recognize the fair value of such warrants. As of December 31, 2009, the
fair value of these warrants amounted to approximately $3,422,000, and is included in derivative
instrument liabilities.
The fair value of these warrants as of December 31, 2009 was calculated using the
Cox-Ross-Rubinstein (CRR) binomial model with the following assumptions: market price $8.05,
range of 1.25 to 3.50 year terms, volatility of 70%, risk free interest rates ranging from 0.64% to
1.95%, and no dividends.
Noncontrolling interest
Noncontrolling interest consists of the 5% interest of the noncontrolling shareholders in Langfang
Duoyuan and 0.6% interest of the noncontrolling shareholders in Hunan Duoyuan. Effective July 1,
2009, the Company adopted an accounting standard regarding noncontrolling interests. Certain
provisions of this standard are required to be adopted retrospectively for all periods presented.
Such provisions include a requirement that the carrying value of noncontrolling interests
(previously referred to as minority interests) be removed from the mezzanine section of the balance
sheet and reclassified as equity and consolidated net income to be recast to include net income
attributable to the noncontrolling interest. As a result of this adoption, the Company reclassified
noncontrolling interests in the amounts of $2,146,178 and $1,761,712 from the mezzanine section to
equity in the December 31, 2009 and June 30, 2009 consolidated balance sheets, respectively.
Stock-based compensation
The Company accounts for stock-based compensation under the accounting standard regarding stock
compensation. The expense for all stock-based awards granted represents the grant-date fair value
that was estimated in accordance with the provisions of the accounting standard. Compensation
expense for options is recorded in the consolidated statements of income using the graded vesting
method over the requisite service period.
Recent accounting pronouncements
In April 2009, the FASB issued an accounting standard that makes the other-than-temporary
impairments guidance more operational and improves the presentation of other-than-temporary
impairments in the financial statements. This standard replaced 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 standard 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 standard 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. On July 1, 2009, the Company adopted
this accounting standard, but it did not have a material impact on its consolidated financial
statements.
In April 2009, the FASB issued an accounting standard that requires 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 accounting
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standard, fair values for these assets and liabilities were only disclosed annually. This standard
applies to all financial instruments within its scope and requires all entities to disclose the
method(s) and significant assumptions used to estimate the fair value of financial instruments.
This standard does not require disclosures for earlier periods presented for comparative purposes
at initial adoption, but in periods after the initial adoption, this standard requires comparative
disclosures only for periods ending after initial adoption. On July 1, 2009, the Company adopted
this accounting standard, but it did not have a material impact on the disclosures related to its
consolidated financial statements.
In June 2009, the FASB issued an accounting standard amending the accounting and disclosure
requirements for transfers of financial assets. This accounting standard requires greater
transparency and additional disclosures for transfers of financial assets and the entitys
continuing involvement with them and changes the requirements for derecognizing financial assets.
In addition, it eliminates the concept of a qualifying special-purpose entity (QSPE). This
accounting standard is effective for financial statements issued for fiscal years beginning after
November 15, 2009, and the Company does not expect this standard to have a material effect on its
consolidated financial statements.
In June 2009, the FASB also issued an accounting standard amending the accounting and disclosure
requirements for the consolidation of variable interest entities (VIEs). The elimination of the
concept of a QSPE, as discussed above, removes the exception from applying the consolidation
guidance within this accounting standard. Further, this accounting standard requires a company to
perform a qualitative analysis when determining whether or not it must consolidate a VIE. It also
requires a company to continuously reassess whether it must consolidate a VIE. Additionally, it
requires enhanced disclosures about a companys involvement with VIEs and any significant change in
risk exposure due to that involvement, as well as how its involvement with VIEs impacts the
companys financial statements. Finally, a company will be required to disclose significant
judgments and assumptions used to determine whether or not to consolidate a VIE. This accounting
standard is effective for financial statements issued for fiscal years beginning after November 15,
2009, and the Company does not expect this standard to have a material effect on its consolidated
financial statements.
In August 2009, the FASB issued an Accounting Standards Update (ASU) regarding measuring
liabilities at fair value. This ASU provides additional guidance clarifying the measurement of
liabilities at fair value in circumstances in which a quoted price in an active market for the
identical liability is not available. Under those circumstances, a reporting entity is required to
measure fair value using one or more of valuation techniques, as defined. This ASU is effective for
the first reporting period, including interim periods, beginning after the issuance of this ASU,
and the adoption of this guidance did not have a material impact on the accompanying consolidated
financial statements.
In October 2009, the FASB issued an ASU regarding accounting for own-share lending arrangements in
contemplation of convertible debt issuance or other financing. This ASU requires that at the date
of issuance of the shares in a share-lending arrangement entered into in contemplation of a
convertible debt offering or other financing, the shares issued shall be measured at fair value and
be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned
shares are excluded from basic and diluted earnings per share unless default of the share-lending
arrangement occurs, at which time the loaned shares would be included in the basic and diluted
earnings-per-share calculation. This ASU is effective for fiscal years beginning on or after
December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of
the beginning of those fiscal years. The Company is currently evaluating the impact of this ASU on
its consolidated financial statements.
In January 2010, the FASB issued ASU No. 2010-02 regarding accounting and reporting for decreases
in ownership of a subsidiary. Under this guidance, an entity is required to deconsolidate a
subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon
deconsolidation of a subsidiary, and entity recognizes a gain or loss on the transaction and
measures any retained investment in the subsidiary at fair value. In contrast, an entity is
required to account for a decrease in its ownership interest of a subsidiary that does not result
in a change of control of the subsidiary as an equity transaction. This ASU clarifies the scope of
the decrease in ownership provisions, and expands the disclosures about the deconsolidation of a
subsidiary or de-recognition of a group of assets. This ASU is effective for beginning in the
first interim or annual reporting period ending on or after December 31, 2009. The Company is
currently evaluating the impact of this ASU, however, the Company does not expect the adoption of
this ASU to have a material impact on its consolidated financial statements.
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Reclassification
Certain prior period amounts have been reclassified for consistent presentation with the current
period.
Note 3 Stock-based compensation
On October 16, 2009, the Board of Directors adopted the 2009 Omnibus Incentive Plan (the Plan) to
provide additional incentives to the Companys employees. The Plan provides for the grant of a
share option and restricted common shares.
Under the Plan, the Company granted an option to its Chief Financial Officer (CFO) to purchase
100,000 common shares on November 6, 2009. In addition, the Company granted 875,000 restricted
share awards to certain executives and employees on November 6, 2009.
Share option
The share option was granted at an exercise price of $8.50, vests over 4 years of continuous
service, with 25% of the option to be vested on each of the second, third, fourth and fifth
anniversaries of the CFOs employment start date, and expire in ten years. Compensation expense is
recognized on a graded vesting schedule for each tranche. This expense is calculated using the CRR
binomial model based on the assumptions in the following table:
Exercise price |
$ | 8.50 | ||
Expected term |
4 years | |||
Expected volatility |
70 | % | ||
Expected dividend yield |
0 | % | ||
Risk-free interest rate |
2.45 | % | ||
Estimated fair value of common shares |
$ | 8.50 |
Since the Company did not have a trading history at the time the share option was granted, the
expected volatility was based on the historical volatilities of comparable publicly traded
companies engaged in a similar industry and/or operating in a similar region with a three to
ten-year look back period, depending on the trading history of each comparable publicly traded
company. Accordingly, related compensation expense of $23,004 is included in general and
administrative expenses for the three and six months ended December 31, 2009. The unrecognized
compensation cost related to these options as of December 31, 2009 amounted to approximately
$520,000, which will be recognized ratably over the weighted average period of approximately 3.75
years.
The following is a summary of the option activity:
Weighted | ||||||||||||||||||||
Weighted | Average | |||||||||||||||||||
Average | Remaining | |||||||||||||||||||
Number of | Options | Exercise | Contractual | Aggregate Intrinsic | ||||||||||||||||
Options | Exercisable | Price | Life (Years) | Value | ||||||||||||||||
Outstanding, June 30, 2009 |
| | $ | | | | ||||||||||||||
Granted |
100,000 | | 8.50 | | | |||||||||||||||
Forfeited |
| | | | | |||||||||||||||
Exercised |
| | | | | |||||||||||||||
Outstanding, December 31, 2009 |
100,000 | | $ | 8.50 | 9.85 | | ||||||||||||||
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Restricted share awards
The value of the restricted share awards was based on the initial public offering price of the
Companys stock on the date of the grant. The common shares under this grant are subject to a
six-month cliff vesting period. Accordingly, the compensation expense is recognized ratably over
this vesting period, and compensation expense of $2,301,105 is recorded according to where the
grantees regular compensation is recorded as follows:
Cost of revenues |
$ | 51,019 | ||
Research and development expenses |
95,989 | |||
Selling expenses |
139,831 | |||
General and administrative expenses |
2,014,266 | |||
$ | 2,301,105 | |||
As of December 31, 2009, the unrecognized compensation cost related to the restricted share awards
amounted to approximately $5,136,000, which will be recognized ratably over the weighted average
period of approximately 0.35 years.
Note 4 Earnings per share
The Company reports earnings per share in accordance with the provisions of the related accounting
standard. This standard 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 shareholders 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 | |||||||
(Unaudited) | (Unaudited) | |||||||
For the three months ended December 31, 2009 and
2008 |
||||||||
Net income for earnings per share |
$ | 8,087,916 | $ | 12,641,904 | ||||
Weighted average shares used in basic computation |
||||||||
Basic |
28,367,934 | 25,000,050 | ||||||
Dilutive
effect of common stock granted to
employees |
532,608 | | ||||||
Dilutive effect of warrants |
301,953 | | ||||||
Diluted |
29,202,495 | 25,000,050 | ||||||
Earnings per share: |
||||||||
Basic |
$ | 0.29 | $ | 0.51 | ||||
Diluted |
$ | 0.28 | $ | 0.51 | ||||
For the six months ended December 31, 2009 and 2008 |
||||||||
Net income for earnings per share |
$ | 17,924,989 | $ | 21,156,736 | ||||
Weighted average shares used in basic computation |
||||||||
Basic |
26,683,992 | 25,000,050 | ||||||
Dilutive
effect of common stock granted to
employees |
266,305 | | ||||||
Dilutive effect of warrants |
150,976 | | ||||||
Diluted |
27,101,273 | 25,000,050 | ||||||
Earnings per share: |
||||||||
Basic |
$ | 0.67 | $ | 0.85 | ||||
Diluted |
$ | 0.66 | $ | 0.85 | ||||
16
Table of Contents
At December 31, 2009, 1,012,252 warrants were included in the calculation of diluted earnings per
share because the average fair value of common stock exceeded weighted average exercise price of
warrants of $4.95. At June 30, 2009, 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 5 Supplemental disclosure of cash flow information
Cash paid for interest amounted to $446,126 and $598,019 for the six months ended December 31,
2009, and 2008, respectively.
Cash paid for income taxes amounted to $4,150,890 and $2,176,731 for the six months ended December
31, 2009, and 2008, respectively.
Note 6 Inventories
Inventories consist of the following:
December 31, 2009 | ||||||||
(Unaudited) | June 30, 2009 | |||||||
Raw materials |
$ | 6,817,146 | $ | 6,494,433 | ||||
Work-in-process |
13,941,911 | 13,125,837 | ||||||
Finished goods |
4,391,835 | 6,262,972 | ||||||
Totals |
$ | 25,150,892 | $ | 25,883,242 | ||||
Note 7 Plant and equipment
Plant and equipment consist of the following:
December 31, 2009 | ||||||||
(Unaudited) | June 30, 2009 | |||||||
Buildings |
$ | 13,717,893 | $ | 13,699,189 | ||||
Office equipment |
929,318 | 928,051 | ||||||
Motor vehicles |
546,963 | 382,372 | ||||||
Plant and machinery |
32,353,079 | 32,008,907 | ||||||
Construction-in-progress |
4,292,379 | 4,286,527 | ||||||
Total |
51,839,632 | 51,305,046 | ||||||
Less: accumulated depreciation |
(10,013,211 | ) | (8,181,893 | ) | ||||
Plant and equipment, net |
$ | 41,826,421 | $ | 43,123,153 | ||||
17
Table of Contents
Depreciation expense for the three months ended December 31, 2009, and 2008 amounted to
approximately $912,000 and $678,000, respectively. Depreciation expense for the six months ended
December 31, 2009, and 2008 amounted to approximately $1,819,000 and $1,345,000, respectively.
Interest costs totaling $86,414 was capitalized into construction-in-progress for the three months
ended December 31, 2008. Interest costs totaling $172,438 was capitalized into
construction-in-progress for the six months ended December 31, 2008. No interest costs were
capitalized during the three months and six months ended December 31, 2009.
Note 8 Intangible assets
Intangible assets consist of the following:
December 31, 2009 | ||||||||
(Unaudited) | June 30, 2009 | |||||||
Intangible land use rights |
$ | 4,463,962 | $ | 4,457,876 | ||||
Less: accumulated amortization |
(559,220 | ) | (518,400 | ) | ||||
Total |
$ | 3,904,742 | $ | 3,939,476 | ||||
Total amortization expense for the three months ended December 31, 2009, and 2008 amounted to
$20,052 and $20,024, respectively. Total amortization expense for the six months ended December 31,
2009 and 2008 amounted to $40,096 and $40,038, respectively.
Note 9 Related 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 three months ended December 31, 2009 and 2008, rental expense related to this office lease
amounted to $41,102 and $41,164, respectively. For the six months ended December 31, 2009 and
2008, rental expense related to this office lease amounted to $82,305 and $82,305, respectively.
On December 15, 2009, the Company renewed its lease agreement with Duoyuan Information Terminal
Manufacture (Langfang) Co., Ltd., from January 1, 2010 to December 31, 2012. Total lease expense
for the three-year term will be $988,987 (See Note 13).
Note 10 Lines of credit
The lines of credit represent short-term loans due to a bank that are due normally within one year.
These loans can be renewed with the bank. The loans are comprised of the following:
December 31, 2009 | ||||||||
(Unaudited) | June 30, 2009 | |||||||
Loan from Bank of Agriculture, due
March 12, 2010, interest rate of
5.841% per annum, interest only paid
quarterly, secured by land use rights
and buildings |
$ | 1,467,000 | $ | 1,465,000 | ||||
Loan from Bank of Agriculture, due
July 2, 2010, interest rate of 5.841%
per annum, interest only paid
quarterly, secured by land use rights
and buildings |
2,934,000 | 2,930,000 |
18
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December 31, 2009 | ||||||||
(Unaudited) | June 30, 2009 | |||||||
Loan from Bank of Agriculture, due
July 9, 2010, interest rate of 5.841%
per annum, interest only paid
quarterly, secured by land use rights
and buildings |
2,934,000 | 2,930,000 | ||||||
Loan from Bank of Agriculture, due
July 16, 2010, interest rate of
5.841% per annum, interest only paid
quarterly, secured by land use rights
and buildings |
4,107,600 | 4,102,000 | ||||||
Loan from Bank of Agriculture, due
July 23, 2010, interest rate of
5.841% per annum, interest only paid
quarterly, secured by land use rights
and buildings |
2,934,000 | 2,930,000 | ||||||
Total |
$ | 14,376,600 | $ | 14,357,000 | ||||
As of December 31, 2009 and June 30, 2009, the carrying value of the collateralized fixed assets
amounted to approximately $4,103,000 and $4,206,000, respectively.
Total interest expense for the above short term loans, net of capitalized interest, amounted to
approximately $212,000 and $213,000 for the three months ended December 31, 2009, and 2008,
respectively. Total interest expense, net of capitalized interest, amounted to approximately
$446,000 and $426,000 for the six months ended December 31, 2009 and 2008, respectively.
Note 11 Taxes payable
Duoyuan Printing, Inc. was incorporated in the U.S. and has incurred net operating losses for
income tax purposes for the six months ended December 31, 2009. As of December 31, 2009, the net
operating loss carryforwards for U.S. income taxes is $2,712,849 which may be available to reduce
future years taxable income. These carryforwards will expire, if not utilized, starting in 2027
through 2029. Management believes that the realization of 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:
December 31, 2009 | ||||||||
(Unaudited) | June 30, 2009 | |||||||
VAT payable (credit) |
$ | 1,594,573 | $ | (313,382 | ) | |||
Income tax payable |
2,850,506 | 1,740,765 | ||||||
Others |
376,292 | 85,344 | ||||||
Total taxes payable |
$ | 4,821,371 | $ | 1,512,727 | ||||
The Company has cumulative undistributed earnings of foreign subsidiaries of approximately $109.1
million as of December 31, 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 December 31, 2009
were as follows (tax-effected amounts shown):
19
Table of Contents
U.S. | China | Total | ||||||||||
Deferred tax assets: |
||||||||||||
Net operating loss carryforwards |
$ | 922,369 | $ | | $ | 922,369 | ||||||
Deferred tax assets, net |
922,369 | | 922,369 | |||||||||
Valuation allowance |
(922,369 | ) | | (922,369 | ) | |||||||
Net deferred tax assets |
$ | | $ | | $ | | ||||||
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: |
||||||||||||
Net operating loss carryforwards |
$ | 761,923 | $ | | $ | 761,923 | ||||||
Deferred tax assets, net |
761,923 | | 761,923 | |||||||||
Valuation allowance |
(761,923 | ) | | (761,923 | ) | |||||||
Net deferred tax assets |
$ | | $ | | $ | | ||||||
Note 12 Statutory 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.
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 three months ended December 31, 2009 and 2008, the Company
transferred $724,331 and
$2,147,826, respectively, to this reserve. For the six months ended December 31, 2009 and 2008, the
Company transferred $1,750,564 and $3,558,242, 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
$6,966,000 and $8,704,000 as of December 31, 2009 and June 30, 2009, 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 13 Operating leases
On July 1, 2008, the Company entered into a lease agreement (see Note 9) with Duoyuan Information
Terminal Manufacture (Langfang) Co. Ltd. with annual lease payments totaling $164,610. On December
15, 2009, the Company renewed its lease agreement with Duoyuan Information Terminal Manufacture
(Langfang) Co., Ltd., from January 1, 2010 to December 31, 2012 with fixed annual lease payments
totaling $329,664.
20
Table of Contents
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 three months ended December 31, 2009, and 2008 was $81,440, and
$84,738, respectively. Total lease expense for the six months ended December 31, 2009 and 2008 was
$162,847 and $194,374, respectively. Total future minimum lease payments at December 31, 2009, are
as follows:
Years ending June 30, | Amount | |||
2010
|
$ | 442,958 | ||
2011
|
329,664 | |||
2012
|
329,659 |
Note 14 Retirement 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 $272,000, and $255,000 for the
three months ended December 31, 2009, and 2008, respectively. The Companys contributions amounted
to approximately $546,000, and $513,000 for the six months ended December 31, 2009, and 2008,
respectively.
Note 15 Shareholders equity
On October 25, 2006, the Company 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 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 the governing accounting standards for the above warrants and triggered liability accounting.
As such, the Company recorded liability of $1,447,936 on December 31, 2007, the grant date. As of
December 31, 2009, the fair value of these warrants was $1,713,911 and a loss of $1,543,544 was
recognized for the six months ended December 31, 2009. The fair value of warrants at December 31,
2009 was calculated using the CRR binomial model with the following
assumptions: market price of
$8.05, 3.5 year term, volatility of 70%, risk free rate of 1.95% and no dividends.
During the six months ended December 31, 2009, 214,720 warrants were exercised using the cashless
exercise option. The cashless exercise formula was as follows:
X = Y [(A - B) / A]
Where:
X
= the number of shares of common stock to be issued.
Y = the number of warrants with respect to which this warrant is being exercised.
A = the average closing prices for the five trading days immediately prior to (but not including)
the date of exercise.
B = the exercise price.
21
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Based on
the above formula, 63,167 shares of common stock were issued to the warrant holders and the
liability value of $1,010,110 was transferred to additional paid in capital.
The changes in the fair value of derivative instrument liabilities were as follows:
Amount | ||||
Balance, June 30, 2008 |
$ | 1,374,824 | ||
Change in fair value of derivative instruments |
(194,347 | ) | ||
Balance, June 30, 2009 |
1,180,477 | |||
Transfer to additional paid in capital for warrants exercised |
(1,010,110 | ) | ||
Change in fair value of derivative instruments |
1,543,544 | |||
Balance, December 31, 2009 (Unaudited) |
$ | 1,713,911 | ||
At closing of the purchase agreement, 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 per share of common stock. 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 per common share.
The warrants have terms ranging from four to five years, and permit cashless or net exercise
at all times. The shares underlying the warrants will have
registration rights. The warrants contain a standard anti-dilution provision for stock dividends, stock splits, stock combination,
recapitalization and a change of control transaction.
As discussed in Note 2 under warrant liabilities, the 613,260 warrants issued to Roth Capital and
37,287 warrants issued to CCG were reclassified as a liability effective July 1, 2009.
These
warrants were revalued to $3,422,357 as of December 31, 2009, and the Company recorded a loss
of $1,690,452 for the change of fair value for the six months then ended.
The changes in the fair value of the warrants were as follows:
Amount | ||||
Balance, June 30, 2009 |
$ | | ||
Cumulative effect of reclassification of warrants |
1,731,905 | |||
Balance, July 1, 2009, as adjusted |
1,731,905 | |||
Change in fair value |
1,690,452 | |||
Balance, December 31, 2009 (unaudited) |
$ | 3,422,357 | ||
Warrants | Warrants | Weighted Average | Average Remaining | |||||||||||||
Outstanding | Exercisable | Exercise Price | Contractual Life | |||||||||||||
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 | |||||||||||
Granted |
| | | | ||||||||||||
Forfeited |
| | | | ||||||||||||
Exercised |
214,720 | 214,720 | | | ||||||||||||
Balance, December 31,
2009 (Unaudited) |
1,012,252 | 1,012,252 | $ | 4.95 | 3.42 | |||||||||||
22
Table of Contents
Note 16 Commitments and contingencies
Construction-in-progress
Construction-in-progress relates to the building and equipment improvement initiative at the
Langfang Duoyuan facility. As of December 31, 2009, an estimate of approximately $30 million is
required to be further expended in the building and equipment construction project for completion.
This project is expected to be completed in September 2010.
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 December 31, 2009, $378,696, 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 17 Subsequent events
The Company has performed an evaluation of subsequent events through February 11, 2010, the date
these consolidated financial statements were issued.
23
Table of Contents
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
This quarterly report on Form 10-Q for the quarter ended December 31, 2009 contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended,
or the Exchange Act. Generally, the words believe, anticipate, may, will, should,
expect, intend, estimate, predict, continue, and similar expressions or the negative
thereof or comparable terminology are intended to identify forward-looking statements which
include, but are not limited to, statements concerning expectations of us and our directors and
officers regarding, among other things, working capital requirements, financing requirements,
business prospects, trends affecting us and other statements of expectations, beliefs, future plans
and strategies, anticipated events or trends and similar expressions concerning matters that are
not historical facts. Such statements are subject to certain risks and uncertainties, including
the matters set forth in this quarterly report on Form 10-Q or other reports or documents we file
with the Securities and Exchange Commission, or the SEC, from time to time, which could cause
actual results or outcomes to differ materially from those projected. Undue reliance should not be
placed on these forward-looking statements which speak only as of the date hereof. We do not
ordinarily make projections of our future operating results and undertake no obligation (and
expressly disclaim any obligation) to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.
Readers should carefully review this document and the other documents filed by us with the SEC. In
addition, the forward-looking statements in this quarterly report on Form 10-Q for the quarter
ended December 31, 2009 involve known and unknown risks, uncertainties and other factors that could
cause the actual results, performance or achievements of us to differ materially from those
expressed in or implied by the forward-looking statements contained herein. Please see the Risk
Factors in Item 1A of Part II of this quarterly report on Form 10-Q.
General Overview
Business
We are a leading offset printing equipment supplier in China, headquartered in Beijing. We design,
manufacture and sell offset printing equipment used in the offset printing process. The offset
printing process includes the following three stages: (1) pre-press, which is the transfer of
images to printing plates; (2) press, which is the transfer of images from printing plates to
another media, such as paper; and (3) post-press, which is the last step of the offset printing
process that includes cutting, folding, binding, collating and packaging. We manufacture one
product under the pre-press product category (a computer-to-plate system, or CTP system) and
sixteen products across four product lines under the press product category (single color small
format presses, single color large format presses, multicolor small format presses and multicolor
large format presses). We plan to begin commercial production and sale of certain post-press
products, including cold-set corrugated paper machines, which make corrugated cardboard paper, by
the end of 2010. Through our technical innovation and precision engineering, we offer a broad range
of quality and durable offset printing equipment at competitive prices. With over 85 distributors
in over 65 cities and 28 provinces, we have one of the largest distribution networks for offset
printing equipment suppliers in China. We believe our extensive network allows us to be closer to
our end-user customers and enables us to be more responsive to local market demand.
Corporate History
We are organized under the law of the State of Wyoming. On October 6, 2006, we closed an equity
transfer agreement with Duoyuan Investments Limited, or Duoyuan Investments, pursuant to which we
acquired Duoyuan Digital Press Technology Industries (China) Co., Ltd., or Duoyuan China, and
commenced our present line of offset printing equipment business. We conduct all of our business
through our principal operating subsidiary, Duoyuan China, and its two manufacturing subsidiaries,
Langfang Duoyuan Digital Technology Co., Ltd., or Langfang Duoyuan, and Hunan Duoyuan Printing
Machinery Co., Ltd., or Hunan Duoyuan. Duoyuan Chinas principal business activities include
marketing and sale of our offset printing equipment, technical support to our distributors, as well
as overall strategic planning and management of our business. Langfang Duoyuans principal business
activities include the manufacturing of our CTP system, and two of our press products, namely our
single color small format presses and multicolor small format presses. Hunan Duoyuans principal
business activities include the manufacturing of two of our press products, namely our single color
large format presses and multicolor large format presses. Our majority shareholder is Duoyuan
Investments, which is a British Virgin Islands company wholly owned by Wenhua Guo, our chairman of
the board.
On November 2, 2006, we closed the transactions contemplated by a securities purchase agreement by
and between us and certain investors, and issued an aggregate of
6,132,622 shares of common stock to certain investors for an aggregate purchase price of $23.5 million. This private placement
was made pursuant to the exemption from the registration provisions of the Securities Act provided
by Section 4(2) of the Securities Act, and Rule 506 of Regulation D promulgated thereunder, for
issuances not involving a public offering.
24
Table of Contents
In November 2009, we completed our initial public offering of 6,455,918 common shares, including
5,500,000 common shares offered by us and 955,918 common shares offered by the selling
shareholders, at an initial public offering price of $8.50 per common share. Our shares are listed
on the New York Stock Exchange under the symbol DYP.
Changes in PRC Tax Regulations
Our Chinese subsidiaries have enjoyed significant tax preferential treatments. These preferential
tax treatments were applicable to foreign invested manufacturing enterprises scheduled to operate
for a period of not less than ten years in accordance with the Foreign Invested Enterprise Income
Tax Law, or FIE Income Tax Law, which was effective until December 31, 2007. The additional tax
that would otherwise be payable without such preferential tax treatments totaled $7.9 million for
the year ended June 30, 2008 and $4.3 million for the year ended June 30, 2009. The additional tax
that would otherwise be payable without such preferential tax treatments totaled $2.0 million for
the six months ended December 31, 2009. The additional tax that
would otherwise be payable without such preferential tax treatment
totaled $3.2 million for the six months ended December 31,
2008.
As a result of recent changes in the FIE Income Tax Law, we expect that our tax expenses in the
future will be significantly higher. In addition, as explained below, some of the tax preferences
we previously received were granted by local governments and not supported by relevant state laws
and regulations. As a result, our Chinese subsidiaries may be ordered by relevant authorities to
refund these tax benefits. In addition, as a result of the changes in Chinese tax laws, our
historical operating results will not be indicative of our operating results for future periods.
Revenue by Product Categories
Our revenue is reported net of value-added taxes, or VAT, that are levied on our products. As of
December 31, 2009, all of our products were subject to a VAT at a rate of 17% of the gross sales
price. We also offer sales rebates as an incentive for large purchase orders. These sales rebates
are recorded as a reduction of our revenue.
We derive all of our revenue from the sale of our offset printing equipment to distributors in
China. We sell products in the pre-press and press product categories of offset printing equipment
with substantially all our revenue being derived from the sale of our press printing equipment.
Pre-press printing equipment comprised approximately 2.4% of our revenue and press printing
equipment comprised approximately 97.6% of our revenue for the three months ended December 31,
2009, as adjusted for sales rebates. For the three months ended December 31, 2009, within the press
product category of printing equipment, we derived 87.1% of our revenue from the sale of our
multicolor (small and large format) presses, before adjustment for sales rebates.
Our multicolor (small and large format) presses were our best selling products for the three months
ended December 31, 2009. For the three months ended December 31, 2009, our multicolor large format
presses accounted for approximately 52.0% of our revenue and our multicolor small format presses
accounted for approximately 35.1% of our revenue, before adjustment for sales rebates. The
following table provides a breakdown of our revenue, by product category:
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||||||||||||||||||
% of | % of | % of | % of | |||||||||||||||||||||||||||||
$ | revenue | $ | revenue | $ | revenue | $ | revenue | |||||||||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||
Pre-press |
||||||||||||||||||||||||||||||||
Computer-to-plate systems |
$ | 1,028 | 2.4 | % | $ | 1,026 | 2.8 | % | $ | 1,953 | 2.6 | % | $ | 1,847 | 2.9 | % | ||||||||||||||||
Press |
||||||||||||||||||||||||||||||||
Single color small format |
1,793 | 4.2 | % | 1,617 | 4.4 | % | 2,792 | 3.7 | % | 2,496 | 4.0 | % | ||||||||||||||||||||
Single color large format |
3,241 | 7.6 | % | 4,181 | 11.4 | % | 5,700 | 7.5 | % | 6,780 | 10.8 | % | ||||||||||||||||||||
Multicolor small format |
14,870 | 35.1 | % | 12,642 | 34.3 | % | 23,722 | 31.3 | % | 19,454 | 30.9 | % | ||||||||||||||||||||
Multicolor large format |
22,063 | 52.0 | % | 17,251 | 46.8 | % | 42,588 | 56.3 | % | 33,103 | 52.5 | % | ||||||||||||||||||||
Adjustments |
(587 | ) | (1.3 | %) | 120 | 0.3 | % | (1,052 | ) | (1.4 | %) | (663 | ) | (1.1 | %) | |||||||||||||||||
Total Revenue |
$ | 42,408 | 100.0 | % | $ | 36,837 | 100.0 | % | $ | 75,703 | 100.0 | % | $ | 63,017 | 100.0 | % | ||||||||||||||||
25
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Sales to distributors in China account for all of our revenue. We use an extensive
distribution network to reach a broad end-user customer base. We generally make sales on a purchase
order and short-term agreement basis. We do not have long-term volume purchase contracts with any
of our distributors. No single distributor accounted for more than 3% of our revenue during the
three months ended December 31, 2009.
Adjustments to revenue accounted for 1.3% for the three months ended December 31, 2009, for sales
rebates paid to distributors as part of our incentive program that rewards those distributors who
meet or exceed their sales targets in the prior year. We provide sales rebates, or discounts of 2%
to 6%, to distributors who place large purchase orders with us. The greater the dollar amount of
the purchase order, the higher the percentage rebate we offer to our distributors. These sales
rebates are paid at the end of each calendar year. We intend to continue this incentive program.
Raw Material Costs
Our principal raw materials are steel, iron and electronic components. We produce a substantial
majority of our key components in-house at our Hunan Duoyuan facility. We purchase all other raw
materials and components from Chinese suppliers. The relatively low operation, labor and raw
material costs in China have historically allowed us to maintain our low cost of revenue. However,
as the global economy continues to recover, we expect our raw material costs will increase.
As we focus on manufacturing more advanced products and new product lines, we may find it necessary
to use more expensive raw materials and components. We plan to mitigate future increases in raw
material and component costs by using more common resources across our product lines, increasing
in-house manufacturing of our key components and adopting more uniform manufacturing and assembly
practices. In addition, to minimize and control raw material waste and increase production
efficiency, we continue to make investments to improve and further automate our manufacturing
process.
Employee Share-Based Compensation Expenses
We account for employee share-based compensation expenses at the fair value of the share awards on
the date of grant and recognize over the service period for awards expected to vest. The fair
value of restricted stock units is determined based on the number of shares granted and the quoted
price of our common stock.
On November 6, 2009, we granted certain employees, including members of our executive management
team, but excluding our chief executive officer and chief financial officer, 875,000 common shares,
for no consideration, other than par value, which was deemed paid by services already rendered to
us. All of the common shares subject to these grants will vest six months following the grant. The
compensation expense is recognized ratably over the vesting period. As a result of these common
share grants to our employees, we incurred employee share-based compensation charges of $2.3
million during the three months ended December 31, 2009, based on the initial public offering price
of $8.50 per common share on the New York Stock Exchange on November 6, 2009.
During the three months ended December 31, 2009, the compensation expense of $2,301,105 was
recorded according to where the grantees regular compensation was recorded as follows:
Cost of revenues |
$ | 51,019 | ||
Research and development expense |
95,989 | |||
Selling expense |
139,831 | |||
General and administrative expense |
2,014,266 | |||
$ | 2,301,105 | |||
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We currently estimate that we will record compensation expense of $3.7 million during the three
months ended March 31, 2010 and $1.4 million during the three months ended June 30, 2010 in line
with the six month vesting schedule as discussed above.
In addition, on November 6, 2009, we granted our chief financial officer an option to purchase up
to 100,000 common shares at the initial public offering price. One
quarter of these options will vest on October 1, 2010, with the remainder of the options vesting ratably on a monthly basis through
October 1, 2013. This grant resulted in additional stock-based compensation expense of $0.02
million for the three months ended December 31, 2009.
Results of Operations
The following table sets forth selected data from our consolidated statements of income for the
periods indicated as a percentage of revenue:
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Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||||||||||||||||||
$ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||
Revenue, net |
42,408 | 100 | % | 36,837 | 100 | % | 75,703 | 100 | % | 63,017 | 100 | % | ||||||||||||||||||||
Cost of revenue |
19,565 | 46 | % | 16,609 | 45 | % | 35,353 | 47 | % | 28,940 | 46 | % | ||||||||||||||||||||
Gross profit |
22,843 | 54 | % | 20,228 | 55 | % | 40,350 | 53 | % | 34,077 | 54 | % | ||||||||||||||||||||
Research and development |
629 | 1 | % | 490 | 1 | % | 993 | 1 | % | 1,185 | 1 | % | ||||||||||||||||||||
Selling expenses |
3,908 | 9 | % | 2,952 | 8 | % | 7,065 | 9 | % | 5,499 | 9 | % | ||||||||||||||||||||
General and administrative expenses |
3,628 | 9 | % | 1,345 | 4 | % | 5,119 | 7 | % | 2,276 | 4 | % | ||||||||||||||||||||
Income from operations |
14,678 | 34 | % | 15,441 | 42 | % | 27,173 | 36 | % | 25,117 | 40 | % | ||||||||||||||||||||
Change of the fair value of derivative instruments |
(3,345 | ) | -8 | % | 109 | 0 | % | (3,234 | ) | -4 | % | 164 | 0 | % | ||||||||||||||||||
Other income (expense): |
||||||||||||||||||||||||||||||||
Non-operating expenses |
(957 | ) | -3 | % | | (957 | ) | -2 | % | |||||||||||||||||||||||
Interest expense and other charges |
(211 | ) | -1 | % | (214 | ) | -1 | % | (446 | ) | -1 | % | (426 | ) | -1 | % | ||||||||||||||||
Interest income |
40 | 0 | % | 36 | 0 | % | 72 | 0 | % | 69 | 0 | % | ||||||||||||||||||||
Other expense, Net |
(171 | ) | -1 | % | (1,135 | ) | -3 | % | (374 | ) | -1 | % | (1,314 | ) | -2 | % | ||||||||||||||||
Income before provision for income taxes and
noncontrolling interest |
11,162 | 26 | % | 14,415 | 39 | % | 23,565 | 31 | % | 23,967 | 38 | % | ||||||||||||||||||||
Provision for income taxes |
2,850 | 7 | % | 1,604 | 4 | % | 5,258 | 7 | % | 2,531 | 4 | % | ||||||||||||||||||||
Net income |
8,312 | 19 | % | 12,811 | 35 | % | 18,307 | 24 | % | 21,436 | 34 | % | ||||||||||||||||||||
Less: Net income attributable to noncontrolling interest |
224 | 0 | % | 169 | 1 | % | 382 | 0 | % | 279 | 0 | % | ||||||||||||||||||||
Net income attributable to Duoyuan Printing, Inc. |
8,088 | 19 | % | 12,642 | 34 | % | 17,925 | 24 | % | 21,157 | 34 | % | ||||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||||||||||
Foreign currency translation adjustment |
2 | 0 | % | 308 | 1 | % | 185 | 0 | % | 564 | 1 | % | ||||||||||||||||||||
Comprehensive income |
8,090 | 19 | % | 12,950 | 35 | % | 18,110 | 24 | % | 21,721 | 35 | % | ||||||||||||||||||||
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Comparison of Three Months Ended December 31, 2009 and December 31, 2008
Revenue
Our revenue increased by $5.6 million, or 15.1%, from $36.8 million for the three months ended
December 31, 2008 to $42.4 million for the three months ended December 31, 2009, primarily as a
result of an increase in sale of our higher priced and higher margin multicolor presses during this
period. Revenue for our pre-press printing equipment stayed constant at $1.0 million for the three
months ended December 31, 2008 and 2009, respectively. However, revenue for our press printing
equipment for the three months ended December 31, 2009 increased by $6.3 million, or 17.6%, when
compared to the three months ended December 31, 2008.
Pre-press Printing Equipment. Revenue from our CTP system equipment stayed constant at $1.0 million
for both the three months ended December 31, 2008 and 2009. Sales of our CTP system equipment were
relatively constant.
Press Printing Equipment.
Revenue from the sale of our press printing equipment increased by $6.3 million, or 17.6%, from
$35.7 million during the three months ended December 31, 2008 to $42.0 million for the three months
ended December 31, 2009, before adjustment for sales rebates. This increase was primarily due to an
increase in sales of our multicolor (small and large format) presses.
Single color small format press. Revenue for our single color small format presses increased by
$0.2 million, or 10.9%, from $1.6 million during the three months ended December 31, 2008 to $1.8
million during the three months ended December 31, 2009, before adjustment for sales rebates.
Overall, we sold more single color small format presses during the three months ended December 31,
2009 when compared to the three months ended December 31, 2008 as we increased promotion of our new
single color small format
press, Model DY56T, which was introduced in April 2009. However, the increase from the sale of this
new model was offset by the decrease in sales of our other single color small format presses as we
participated in fewer exhibitions and tradeshows for promotion of these other models during the
three months ended December 31, 2009 compared to the three months ended December 31, 2008. During
the three months ended December 31, 2009, our promotional efforts were mostly focused on multicolor
(small and large format) presses.
Single color large format press. Revenue for our single color large format presses decreased by
$1.0 million, or 22.5%, from $4.2 million during the three months ended December 31, 2008 to $3.2
million during the three months ended December 31, 2009, before adjustment for sales rebates. Our
promotional efforts in advertising and exhibitions and tradeshows were more focused on multicolor
presses during the three months ended December 31, 2009. Overall, we participated in more
exhibitions and trade shows during the three months ended December 31, 2009 compared to the three
months ended December 31, 2008. However, we increased the promotion of multicolor (small and large
format) presses and decreased the promotion of single color large format presses at these events.
Multicolor small format press. Revenue for our multicolor small format presses increased by $2.3
million, or 17.6%, from $12.6 million during the three months ended December 31, 2008 to $14.9
million during the three months ended December 31, 2009, before adjustment for sales rebates. We
believe the increased sales of our multicolor small format press were partially a result of our
increased marketing activities. We promoted our multicolor small format press through four
additional exhibitions and trade shows during the three months ended December 31, 2009 when
compared to three months ended December 31, 2008. Specifically, we increased promotion of model
DY456, mostly used by commercial printers that print books, magazines, corporate brochures, product
catalogues, labels and small packages. Furthermore, we introduced a new model, DY552, in September
2009, which generated additional revenue of $3.0 million for us.
Multicolor large format press. Revenue for our multicolor large format presses increased by $4.8
million, or 27.9%, from $17.3 million during the three months ended December 31, 2008 to $22.1
million during the three months ended December 31, 2009, before adjustment for sales rebates. We
believe the increased sales of our multicolor large format presses were partially a result of our
increased marketing activities. In the three months ended December 31, 2009, we participated in 16
exhibitions and trade shows, an increase of 4 exhibitions and trade shows when compared with the
three months ended December 31, 2008. We increased the sale of
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our new multicolor large format
presses, model DY474II and model PZ-4660AL, which were introduced in November 2008 and February
2009, respectively. We increased the promotion of these new models through exhibitions and trade
shows. Also, we believe sales of these products increased as the customers became more familiar
with the functionality of these products. The overall increase in revenue from these two models was
$10.7 million. Revenue from the sale of these models was offset by the decrease in revenue from the
sale of our existing models, DY474 and PZ-4660.
Cost of Revenue
Our cost of revenue can vary significantly from quarter to quarter, but generally it is in
proportion to the number of products we sell in any given quarter. We typically incur higher costs
in the first and second quarters of each fiscal year primarily due to the increase in the volume of
our products sold.
Our cost of revenue increased by $3.0 million, or 17.8%, from $16.6 million for the three months
ended December 31, 2008 to $19.6 million for the three months ended December 31, 2009. This
increase was primarily due to an increase in the volume of our products sold during this period,
particularly sales of our multicolor presses. This increase in sales contributed to the increase in
consumption of raw materials and components across our pre-press and press product categories as
our revenue increased by 15.1% from the three months ended December 31, 2008 to the three months
ended December 31, 2009. As a percentage of revenue, our cost of revenue increased 1.0% from 45.1%
for the three months ended December 31, 2008 to 46.1% for the three months ended December 31, 2009.
The increase was mainly due to the increase in depreciation expense, as we have made substantial
capital expenditures in recent years.
Gross Profit
As a result of the factors above, our gross profit increased by $2.6 million, or 12.9%, from $20.2
million for the three months ended December 31, 2008 to $22.8 million for the three months ended
December 31, 2009. However, our gross profit margins decreased 1.0% from 54.9% for the three months
ended December 31, 2008 to 53.9% for the three months ended December 31, 2009. The decrease in our
gross profit margins during this period was due to the increase in our depreciation expense as we
have made substantial capital expenditures in recent years.
Selling Expenses
Our selling expenses increased by $0.9 million, or 32.4%, from $3.0 million for the three months
ended December 31, 2008 to $3.9 million for the three months ended December 31, 2009. This increase
was primarily due to an increase in salary expense to our sales professionals and in expenses
related to advertising and exhibitions and trade shows.
As a percentage of revenue, our selling expenses increased 1.2% from 8.0% for the three months
ended December 31, 2008 to 9.2% for the three months ended December 31, 2009. This increase was
mainly due to the general increase of advertising rates by 20% to 120%. Also, we participated in
more numbers of exhibitions and trade shows during the three months ended December 31, 2009
compared to the three months ended December 31, 2008 in an effort to expand our brand recognition
and strengthen customer loyalty.
General and Administrative Expenses
General and administrative expenses increased by $2.3 million, or 169.8%, from $1.3 million for the
three months ended December 31, 2008 to $3.6 million for the three months ended December 31, 2009.
This increase was mainly due to $2.0 million share-based compensation expense related to our grant
of restricted share awards to certain employees in our management and administration division and
share options to our CFO in November, 2009.
As a percentage of revenue, general and administrative expenses increased 4.9% from 3.7% for the
three months ended December 31, 2008 to 8.6% for the three months ended December 31, 2009. This
increase was mainly due to our share-based compensation expense in November, 2009. Excluding the
impact of this expense, as a percentage of revenue, general and administrative expenses in the
three months ended December 31, 2009 would have been 3.8%. We believe excluding the impact of
share-based compensation on our general and administrative expenses is a non-GAAP financial measure
as contemplated by SEC Regulation G, Rule 100. This non-GAAP measure is discussed further, and
reconciled to its applicable U.S. GAAP-based measure, on page 34.
Research and Development Expenses
Our research and development expenses increased by $0.1 million, or 28.3%, from $0.5 million for
the three months ended December 31, 2008 to $0.6 million for the three months ended December 31,
2009. For the three months ended December 31, 2009,
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our research and development efforts were mainly focused on developing three new press
printing equipment products (a new CTP system, one single color large format press and one
multicolor large format press) as well as the planned packaging equipment product, our cold-set
corrugated paper machine, which are scheduled to be released in calendar 2010. During the three
months ended December 31, 2008, our research and development efforts were focused on developing or
enhancing several new and existing press products, which were all introduced to the market during
the fiscal year ended June 30, 2009.
As a percentage of revenue, research and development expenses increased 0.2% from 1.3% for the
three months ended December 31, 2008 to 1.5% for the three months ended December 31, 2009.
Income from Operations
Income from operations decreased by $0.7 million, or 4.9%, from $15.4 million for the three months
ended December 31, 2008 to $14.7 million for the three months ended December 31, 2009.
The decrease was due to our share-based compensation expense of $2.3 million in November, 2009.
Excluding the impact of this expense, our income from operations in the three months ended December
31, 2009 would have been $17.0 million.
We believe excluding the impact of our share-based compensation expense on our income from
operations is a non-GAAP financial measure as contemplated by SEC Regulation G, Rule 100. This
non-GAAP measure is discussed further, and reconciled to their applicable U.S. GAAP-based measures,
on page 34.
Change in Fair Value of Derivative Instruments
Loss from change in fair value of derivative instruments increased by $3.4 million, or 3,177.8%,
from gain of $0.1 million for the three months ended December 31, 2008 to a loss of $3.3 million
for the three months ended December 31, 2009. Derivative instruments represent warrants issued to
unrelated investors in our 2006 private placement offering as well as warrants issued to the
private placement offering agent and investment relations firm for their services.
The warrants are recorded as a liability on the balance sheet. The fair value of the warrants
changes depending on the market price of the underlying common stock, the exercise period, volatility
and the risk-free interest rate. Any increase or decrease in the liability is recorded as income
or loss in the income statement. We will experience some uncertainty in our income statement as we
are subject to these increases or decreases until either all warrants are exercised or the exercise
period has expired.
Other Income (Expenses)
Our other expenses decreased by $0.9 million, or 84.9%, from $1.1 million for the three months
ended December 31, 2008 to $0.2 million for the three months ended December 31, 2009. We had
interest expense of $0.2 million from our short-term borrowing during the three months ended
December 31, 2009 as well as during the three months ended December 31, 2008. Also during
the three months ended December 31, 2008, in accordance with SEC Staff Accounting Bulletin, Topic
5A, we expensed certain expenses incurred in connection with our proposed initial public offering
in the amount of $1.0 million due to market uncertainty. We did not have such expense during the
three months ended December 31, 2009 as we successfully completed our initial public offering in
November, 2009.
Noncontrolling Interest
Our noncontrolling interest stayed constant at $0.2 million for the three months ended December 31,
2008 and 2009, respectively.
Provision for Income Taxes
Our provision for income taxes increased by $1.2 million, or 77.6%, from $1.6 million for the three
months ended December 31, 2008 to $2.8 million for the three months ended December 31, 2009. This
increase was primarily due to the increase in our revenue by 15.1% over the same period and the
increase in income tax rate for Duoyuan China. The income tax rate for Duoyuan China in 2008 was
12.5%. Beginning on January 1, 2009, the income tax rate for Duoyuan China increased to 25.0% as a
result of the expiration of preferential tax treatments granted to Duoyuan China in prior years.
Our effective tax rates were 11.1% for the three months ended
December 31, 2008 and 25.5% for the
three months ended December 31, 2009.
Duoyuan China began paying income tax in January 1, 2006. The income tax rate for Duoyuan China
prior to January 1, 2008 was 16.5% and the income tax rate for Duoyuan China from January 1, 2008
to December 31, 2008 was 12.5%. Beginning January 1, 2009, the income tax rate for Duoyuan China
increased to 25.0%. Langfang Duoyuan began paying income tax in January 1, 2008 at a
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rate of 25.0%. Pursuant to the tax preferential treatment granted by the local government, Hunan
Duoyuan is tax exempt through 2009. Beginning on January 1, 2010, the income tax rate for Hunan
Duoyuan will be 25.0% as a result of the expiration of preferential tax treatment.
Net Income
As a result of the foregoing, our net income attributable to Duoyuan Printing, Inc. decreased by
$4.5 million, or 36.0%, from $12.6 million for the three months ended December 31, 2008 to $8.1
million for the three months ended December 31, 2009. This decrease was mainly due to our
share-based compensation expense of $2.3 million in November, 2009 and change in fair value of
derivative instruments of $3.3 million. Excluding the impact of these expenses, our net income in
the three months ended December 31, 2009 would have been $13.8 million.
As a percentage of revenue, our net income attributable to Duoyuan Printing, Inc. decreased 15.2%
from 34.3% for the three months ended December 31, 2008 to 19.1% for the three months ended
December 31, 2009. This decrease was mainly due to our share-based compensation expense in
November, 2009 and change in fair value of derivative instruments. Excluding the impact of these
expenses, as a percentage of revenue, our net income in the three months ended December 31, 2009
would have been 32.4%.
We believe excluding the impact of our share-based compensation expense and change in fair value of
derivative instruments on our net income are non-GAAP financial measures as contemplated by SEC
Regulation G, Rule 100. These non-GAAP measures are discussed further, and reconciled to their
applicable U.S. GAAP-based measures, on page 34.
Comparison of Six Months Ended December 31, 2009 and December 31, 2008
Revenue
Our revenue increased by $12.7 million, or 20.1%, from $63.0 million for the six months ended
December 31, 2008 to $75.7 million for the six months ended December 31, 2009, primarily as a
result of an increase in volume of products sold during this period. Revenue for our pre-press
printing equipment increased by $0.1 million, or 5.7%, from $1.8 million for the six months ended
December 31, 2008 to $1.9 million for the six months ended December 31, 2009. In addition, revenue
for our press printing equipment for the six months ended December 31, 2009 increased by $13.0
million, or 21.0%, when compared to the six months ended December 31, 2008. This increase in
revenue was mainly attributable to an increase in the volume of our higher price, higher margin
multicolor presses sold during this period.
Pre-press Printing Equipment. Revenue of our CTP system equipment increased by $0.1 million, or
5.7%, from $1.8 million during the six months ended December 31, 2008 to $1.9 million for the six
months ended December 31, 2009. We increased our sale by showcasing our CTP system in one
additional exhibition and trade show during the six months ended December 31, 2009 compared to the
six months ended December 31, 2008.
Press Printing Equipment
Revenue from the sale of our press printing equipment increased by $13.0 million, or 21.0%, from
$61.8 million during the six months ended December 31, 2008 to $74.8 million for the six months
ended December 31, 2009, before adjustment for sales rebates. This increase was primarily due to an
increase in demand for our multicolor (small and large format) presses.
Single color small format press. Revenue for our single color small format presses increased by
$0.3 million, or 11.9%, from $2.5 million during the six months ended December 31, 2008 to $2.8
million during the six months ended December 31, 2009, before adjustment for sales rebates.
Overall, we sold more single color small format presses during the six months ended December 31,
2009 when compared to the six months ended December 31, 2008 as we increased promotion of our new
single color small format press, Model DY56T, which was introduced in April 2009. However, the
increase from the sale of this new model was offset by the decrease in sale of our other single
color small format presses due to increase in competition. In addition, the sales of our other
single color small format presses decreased as we promoted these other models in fewer exhibitions
and tradeshows during the six months ended December 31, 2009 compared to the six months ended
December 31, 2008.
Single color large format press. Revenue for our single color large format presses decreased by
$1.1 million, or 15.9%, from $6.8 million during the six months ended December 31, 2008 to $5.7
million during the six months ended December 31, 2009, before adjustment for sales rebates.
Although we participated in more exhibitions and trade shows during the six months ended December
31, 2009 compared to the six months ended December 31, 2008, we decreased the promotion of single
color large format presses in these events. Our promotional efforts were more focused on
multicolor presses during the six months ended December 31, 2009. In
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addition, revenue decreased because the sale of a model with lower sales price (but higher gross
profit margin) increased and the sale of a model with higher sales price (but lower gross profit
margin) decreased during the six months ended December 31, 2009 when compared to the six months
ended December 31, 2008.
Multicolor small format press. Revenue for our multicolor small format presses increased by $4.2
million, or 21.9%, from $19.5 million during the sixe months ended December 31, 2008 to $23.7
million during the six months ended December 31, 2009, before adjustment for sales rebates. We
believe the increased demand for our multicolor small format press was partially a result of our
increased marketing activities. We promoted our multicolor small format press through thirteen
additional exhibitions and trade shows during the six months ended December 31, 2009 when compared
to six months ended December 31, 2008. Specifically, we increased promotion of model DY456, mostly
used by commercial printers that print books, magazines, corporate brochures, product catalogues,
labels and small packages. Furthermore, we introduced a new model, DY552, in September 2009 which
generated additional revenue of $4.5 million for us.
Multicolor large format press. Revenue for our multicolor large format presses increased by $9.5
million, or 28.7%, from $33.1 million during the six months ended December 31, 2008 to $42.6
million during the six months ended December 31, 2009, before adjustment for sales rebates. We
believe the increased demand for our multicolor large format presses was partially a result of our
increased marketing activities. In the six months ended December 31, 2009, we participated in 42
exhibitions and trade shows, an increase of 18 exhibitions and trade shows when compared with the
six months ended December 31, 2008. We increased the sale of our new multicolor large format
presses, model DY474II and model PZ-4660AL, which were introduced in November 2008 and February
2009, respectively. We increased the promotion of these new models through exhibitions and trade
shows. Also, demand for these products increased as the customers became more familiar with the
functionality of our products. The overall increase in revenue from these two models was $21.3
million. Revenue from the sale of these models was offset by the decrease in revenue from the sale
of our existing models, DY474 and PZ-4660.
Cost of Revenue
Our cost of revenue can vary significantly from quarter to quarter, but generally it is in
proportion to the number of products we sell in any given quarter. We typically incur higher costs
in the first and second quarters of each fiscal year primarily due to the increase in the volume of
our products sold.
Our cost of revenue increased by $6.4 million, or 22.2%, from $28.9 million for the six months
ended December 31, 2008 to $35.3 million for the six months ended December 31, 2009. This increase
was primarily due to an increase in the volume of our products sold during this period,
particularly sales of our multicolor presses. This increase in sales contributed to the increase in
consumption of raw materials and components across our pre-press and press product categories as
our revenue increased by 20.1% from the six months ended December 31, 2009 to the six months ended
December 31, 2008. As a percentage of revenue, our cost of revenue increased 0.8% from 45.9% for
the six months ended December 31, 2008 to 46.7% for the six months ended December 31, 2009. The
increase was mainly due to the increase in our depreciation expense as we have invested substantial
amount of capital expenditures in the prior years.
Gross Profit
As a result of the factors above, our gross profit increased by $6.2 million, or 18.4%, from $34.1
million for the six months ended December 31, 2008 to $40.3 million for the six months ended
December 31, 2009. However, our gross profit margins decreased 0.8% from 54.1% for the six months
ended December 31, 2008 to 53.3% for the six months ended December 31, 2009. The decrease in our
gross profit margins during this period was due to the increase in our depreciation expense as we
have expended substantial amounts of capital expenditures in the prior years.
Selling Expenses
Our selling expenses increased by $1.6 million, or 28.5%, from $5.5 million for the six months
ended December 31, 2008 to $7.1 million for the six months ended December 31, 2009. This increase
was primarily due to an increase in salary expense to our sales professionals and in expenses
related to advertising and exhibitions and trade shows as we participated in more number of
exhibitions and trade shows during the six months ended December 31, 2009 compared to the six
months ended December 31, 2008.
As a percentage of revenue, our selling expenses increased 0.6% from 8.7% for the six months ended
December 31, 2008 to 9.3% for the six months ended December 31, 2009. This increase was mainly due
to the general increase in advertising costs as we participated in more exhibitions and trade
shows.
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Table of Contents
General and Administrative Expenses
General and administrative expenses increased by $2.8 million, or 124.9%, from $2.3 million for the
six months ended December 31, 2008 to $5.1 million for the six months ended December 31, 2009. This
increase was mainly due to $2.0 million share-based compensation expense related to our grant of
restricted share awards to certain employees in our management and administration division and
share options to our CFO in November, 2009. In addition, our general and administrative expenses
increased due to increases in professional fees and bad debt reserve. Our professional fees
increased mainly due to engagement of an outside consultant for our Sarbanes & Oxley (SOX) Section
404 compliance. We have also increased our reserve for bad debts as our accounts receivable
balance has increased.
As a percentage of revenue, general and administrative expenses increased 3.2% from 3.6% for the
six months ended December 31, 2008 to 6.8% for the six months ended December 31, 2009. This
increase was mainly due to our share-based compensation expense in November, 2009. Excluding the
impact of this expense, as a percentage of revenue, general and administrative expenses in the six
months ended December 31, 2009 would have been 4.1%. We believe excluding the impact of share-based
compensation on our general and administrative expenses is a non-GAAP financial measure as
contemplated by SEC Regulation G, Rule 100. This non-GAAP measure is discussed further, and
reconciled to its applicable U.S. GAAP-based measure, on page 35.
Research and Development Expenses
Our research and development expenses decreased by $0.2 million, or 16.2%, from $1.2 million for
the six months ended December 31, 2008 to $1.0 million for the six months ended December 31, 2009.
For the six months ended December 31, 2009, our research and development efforts were mainly
focused on developing new press products as well as our planned packaging equipment, cold-set
corrugated paper machine. We have introduced a new multicolor small format press, Model DY 552, in
September 2009 and we are in the process of developing three new products (a CTP system, one single
color large format press and one multicolor large format press). For the six months ended
December 31, 2008, our research and development efforts were focused on developing or enhancing
several new and existing press products, which were all introduced to the market during the fiscal
year ended June 30, 2009.
As a percentage of revenue, research and development expenses decreased 0.6% from 1.9% for the six
months ended December 31, 2008 to 1.3% for the six months ended December 31, 2009.
Income from Operations
Income from operations increased by $2.1 million, or 8.2%, from $25.1 million for the six months
ended December 31, 2008 to $27.2 million for the six months ended December 31, 2009. Excluding the
impact of the share-based compensation expense of $2.3 million, our income from operations in the
six months ended December 31, 2009 would have been $29.5 million. We believe excluding the impact
of our share-based compensation expense on our income from operations is non-GAAP financial
measures as contemplated by SEC Regulation G, Rule 100. This non-GAAP measure is discussed
further, and reconciled to their applicable U.S. GAAP-based measures, on page 35.
The increase in income from operations was due to the increased multicolor press sales, which
generated higher revenue for us.
Change in Fair Value of Derivative Instruments
Loss from
change in fair value of derivative instruments increased by $3.2 million, or 2,071.0%,
from gain of $0.2 million for the six months ended December 31, 2008 to a loss of $3.3 million for
the six months ended December 31, 2009. Derivative instruments represent warrants issued to
unrelated investors from the 2006 private placement offering as well as warrants issued to the
private placement offering agent and investment relations firm for their services.
The warrants are recorded as a liability on the balance sheet. The fair value of the warrants
changes depending on the market price of the underlying common stock, exercise period, volatility and
risk free rate. Any increase or decrease in the liability is recorded as income or loss in the
income statement. We are subject to these increases or decreases until either all warrants are
exercised or the exercise period has expired.
Other Income (Expenses)
Our other expenses decreased by $0.9 million, or 71.5%, from $1.3 million for the six months ended
December 31, 2008 to $0.4 million for the six months ended December 31, 2009. We had interest
expense of $0.4 million from our short-term borrowing during
34
Table of Contents
the six months ended December 31, 2009
as well as during the six months ended December 31, 2008. Also, during
the six months ended December 31, 2008, in accordance with SEC Staff Accounting Bulletin, Topic 5A, we expensed
certain expenses incurred in connection with our proposed initial public offering in the amount of
$1.0 million due to market uncertainty. We did not have such expense during the six months ended
December 31, 2009 as we successfully completed our initial public offering in November, 2009.
Noncontrolling Interest
Our noncontrolling interest increased by $0.1 million, or 37.0%, from $0.3 million for the six
months ended December 31, 2008 to $0.4 million for the six months ended December 31, 2009. The
increase in noncontrolling interest is mainly due to the increase of net income in Langfang Duoyuan
and Hunan Duoyuan.
Provision for Income Taxes
Our provision for income taxes increased by $2.7 million, or 107.8%, from $2.5 million
for the six
months ended December 31, 2008 to $5.3 million for the six months ended December 31, 2009. This
increase was primarily due to the increase in our revenue by 20.1% over the same period and the
increase in income tax rate for Duoyuan China. The income tax rate for Duoyuan China in 2008 was
12.5%. Beginning on January 1, 2009, the income tax rate for Duoyuan China increased to 25.0% as a
result of the expiration of preferential tax treatments granted to Duoyuan China in prior years.
Our effective tax rates were 10.6% for the six months ended
December 31, 2008 and 22.3% for the six
months ended December 31, 2009.
Duoyuan China began paying income tax in January 1, 2006. The income tax rate for Duoyuan China
prior to January 1, 2008 was 16.5% and the income tax rate for Duoyuan China from January 1, 2008
to December 31, 2008 was 12.5%. Beginning January 1, 2009, the income tax rate for Duoyuan China
increased to 25.0%. Langfang Duoyuan began paying income tax in January 1, 2008 at a rate of 25.0%.
Pursuant to the tax preferential treatment granted by the local government, Hunan Duoyuan is tax
exempt through 2009. Beginning on January 1, 2010, the income tax rate for Hunan Duoyuan will be
25% as a result of the expiration of preferential tax treatment.
Net Income
As a result of the foregoing, our net income attributable to Duoyuan Printing, Inc. decreased by
$3.3 million, or 15.3%, from $21.2 million for the six months ended December 31, 2008 to $17.9
million for the six months ended December 31, 2009. This decrease was mainly due to our share-based
compensation expense of $2.3 million in November, 2009 and change in fair value of derivative
instruments of $3.3 million. Excluding the impact of these expenses, our net income in the six
months ended December 31, 2009 would have been $23.5 million.
As a percentage of revenue, our net income attributable to Duoyuan Printing, Inc. decreased 9.9%
from 33.6% for the six months ended December 31, 2008 to 23.7% for the six months ended December
31, 2009. This decrease was mainly due to our share-based compensation expense in November, 2009
and change in fair value of derivative instruments. Excluding the impact of these expenses, as a
percentage of revenue, our net income in the six months ended December 31, 2009 would have been
31.0%.
We believe excluding the impact of our share-based compensation expense and change in fair value of
derivative instruments on our net income are non-GAAP financial measures as contemplated by SEC
Regulation G, Rule 100. These non-GAAP measures are discussed further, and reconciled to their
applicable U.S. GAAP-based measures, on page 35.
Liquidity and Capital Resources
As of December 31, 2009, we had cash and cash equivalents of $96.7 million. As of December 31,
2009, we had accounts receivable of $43.7 million and inventories of $25.2 million. Our working
capital was approximately $142.6 million with a current ratio of 7.07 to 1 and our equity was
$188.4 million, as of December 31, 2009. We relied primarily on cash flow from operating activities
and our bank loans for our capital requirements for the six months ended December 31, 2009. We
also raised $41.9 million from our initial public offering on November 6, 2009. We believe that
our existing cash, cash flow from operating activities and our bank loans will be sufficient to
meet our presently anticipated cash needs for at least the next 12 months.
Sources and Uses of Cash
The following table sets forth cash flow data for the periods indicated:
35
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Six Months Ended December 31, | ||||||||
2008 | 2009 | |||||||
(dollars in thousands) | ||||||||
Net cash provided by operating activities |
$ | 20,606 | $ | 24,198 | ||||
Net cash used in investing activities |
$ | (11,446 | ) | $ | (464 | ) | ||
Net cash provided by financing activities |
$ | 2,929 | $ | 41,915 |
Net cash provided by operating activities. Net cash provided by operating activities increased by
$3.6 million, or 17.4%, from $20.6 million for the six months ended December 31, 2008 to $24.2
million for the six months ended December 31, 2009. The increase in operating cash flow was mainly
due to $17.9 million in net income during this period and increase in taxes payable of $3.3 million
as well as adding back non-cash expenses including share-based compensation of $2.3 million and
change in fair value of derivative instruments of $3.2 million. This increase was offset by a $6.6
million increase in accounts receivable.
Our VAT taxes payable increased mainly due to the increased collection of VAT taxes from our
increased sale of multicolor (small and large format) presses. Our income tax payable increased due
to the increase in our revenue by 20.1% over the same period and the increase in income tax rate
for Duoyuan China. In addition, we recorded share-based compensation of $2.3 million and change in
fair value of derivative instruments of $3.2 million. These expenses are added back because they
both are non-cash transactions.
The accounts receivable increased mainly due to our increased sales, especially increased sale of
our multicolor large format press.
Net cash used in investing activities. Net cash used in investing activities decreased by $10.9
million, or 95.9%, from $11.4 million for the six months ended December 31, 2008 to $0.5 million
for the six months ended December 31, 2009. The main uses of our cash in investing included payment
of $0.3 million for purchase of testing equipment for our press products and $0.2 million for
vehicles for our increased sales and marketing activities including meetings with our distributors
as well as participation in exhibits and trade shows.
In connection with our entry into the cold-set corrugated paper machine business and efforts to
upgrade our existing facilities, we expect to increase net cash used in investing activities. We
plan to build a new factory in Langfang to manufacture cold-set corrugated paper machines. In
addition, we plan to make additional capital expenditures during the remainder of 2010 to improve
our manufacturing facility in our Hunan Duoyuan facility. We also plan to improve our foundry and
our surface treatment workshop to realize additional manufacturing efficiencies.
Net cash provided by financing activities. Net cash provided by financing activities increased by
$39.0 million, or 1,331.2%, from $2.9 million for the six months ended December 31, 2008 to $41.9
million for the six months ended December 31, 2009. On a net basis, we did not borrow any
additional funds during this period. Also, in November 2009, we completed an initial public
offering of 5,500,000 common shares at a price of $8.50 per common
share. The net proceeds from
the IPO totaled $41.9 million.
As of December 31, 2009, the maturities for our bank loans were as follows:
December 31, 2009 | ||||||||
(Unaudited) | June 30, 2009 | |||||||
Loan from Bank of Agriculture, due
March 12, 2010, interest rate of
5.841% per annum, interest only paid
quarterly, secured by land use rights
and buildings |
$ | 1,467,000 | $ | 1,465,000 | ||||
Loan from Bank of Agriculture, due
July 2, 2010, interest rate of 5.841%
per annum, interest only paid
quarterly, secured by land use rights
and buildings |
2,934,000 | 2,930,000 | ||||||
Loan from Bank of Agriculture, due
July 9, 2010, interest rate of 5.841%
per annum, interest only paid
quarterly, secured by land use rights
and buildings |
2,934,000 | 2,930,000 | ||||||
Loan from Bank of Agriculture, due
July 16, 2010, interest rate of
5.841% per annum, interest only paid
quarterly, secured by land use rights
and buildings |
4,107,600 | 4,102,000 | ||||||
Loan from Bank of Agriculture, due
July 23, 2010, interest rate of
5.841% per annum, interest only paid
quarterly, secured by land use rights
and buildings |
2,934,000 | 2,930,000 | ||||||
Total |
$ | 14,376,600 | $ | 14,357,000 | ||||
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As of December 31, 2009, we had five short-term loans in the aggregate amount of $14.4 million
pursuant to our line of credit with Bank of Agriculture, Chongwen branch, in China. Each loan has
an expiration date of no longer than one year. Total amount of loan of $14.4 million has an
interest rate of 5.841%. Interest on our loans is accrued quarterly. The loans outstanding as of
December 31, 2009 are secured by our plant and land use rights for our Hunan facility. We plan to
either repay the debt as it matures or refinance the debt. These loans were made under our RMB100.0
million ($14.6 million) revolving credit line. We are allowed to refinance these loans by entering
into new short-term loan agreements.
Banks in China are subject to national banking regulations and may withdraw the credit line if
regulations change. If the bank were to withdraw our credit line, we would use cash on hand or
external financing to repay amounts outstanding. We provide our financial information as well as
other documentation required by the bank on a quarterly basis. We have not had any indication from
the bank that it intends to not renew the short-term loan agreements. We are continually monitoring
our relationship with the Bank of Agriculture in light of the economic conditions and the recent
changes in the government policies.
Capital Expenditures
Our capital expenditures for the six months ended December 31, 2009 were $0.5 million. Our capital
expenditures for the six months ended December 31, 2009 were used primarily for purchase of testing
equipment for our press products and vehicles for our increased sales and marketing. Our current
planned capital expenditures are in connection with the launch of the proposed cold-set corrugated
paper machine business. We plan to build a new factory in Langfang to manufacture cold-set
corrugated paper machines. In addition, we plan to make additional capital expenditures during the
remainder of 2010 for improvement of our manufacturing facility in our Hunan Duoyuan facility. We
plan to improve our foundry and our surface treatment workshop to realize additional manufacturing
efficiencies.
Our future capital requirements will depend on many factors including our rate of revenue growth,
the timing and extent of spending to support research and development efforts, the expansion of
manufacturing and sales activities and the introduction of new products. As we have in connection
with our anticipated launch of our cold-set corrugated paper machine, we may enter into agreements
or letters of intent with respect to potential investments in, or acquisitions of, complementary
businesses, products or technologies, which may require us to seek additional equity or debt
financing. The sale of additional equity securities or convertible debt securities would result in
additional dilution to our shareholders. Additional debt would result in increased interest expense
and could result in covenants that would restrict our operations. We have not made arrangements to
obtain additional financing and additional financing, if required, may be unavailable in amounts or
on terms acceptable to us, if at all.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements.
Contractual Obligations
The contractual obligations presented in the table below represent our estimates of future payments
under fixed contractual obligations and commitments as of December 31, 2009. Changes in our
business needs or interest rates, as well as actions by third parties and other factors, may cause
these estimates to change. Because these estimates are complex and necessarily subjective, our
actual payments in future periods are likely to vary from those presented in the table.
Less than 1 | 3-5 | More than 5 | ||||||||||||||||||
Obligations | Total | Year | 1-3 Years | Years | Years | |||||||||||||||
(in thousands) | ||||||||||||||||||||
Long Term Debt Obligations |
$ | | $ | | $ | | $ | | $ | | ||||||||||
Capital Lease Obligations |
$ | | $ | | $ | | $ | | $ | | ||||||||||
Operating Lease Obligations |
$ | 1,102 | $ | 443 | $ | 659 | $ | | $ | | ||||||||||
Purchase Obligations |
$ | 379 | $ | 379 | $ | | $ | | $ | | ||||||||||
Repayment Obligations
under Line of Credit |
$ | 14,377 | $ | 14,377 | $ | | $ | | $ | | ||||||||||
Total |
$ | 15,858 | $ | 15,199 | $ | 659 | $ | | $ | | ||||||||||
37
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We had an office lease agreement with Duoyuan Information Terminal Manufacture (Langfang) Co.,
Ltd., a related party. This lease expired on December 31, 2009. We renewed our lease with Duoyuan
Information Terminal Manufacture (Langfang) Co., Ltd., a related party. The new lease commences on
January 1, 2010 and will expire on December 31, 2012. The rent commitment on the new lease is $1.0
million. In addition, we lease sales offices in sixteen Chinese provinces, with the latest lease to
expire on December 2010. The remaining rent commitment was $0.1 million as of December 31, 2009.
In August 2008, Langfang Duoyuan entered into a packing material equipment purchase agreement with
Beijing Jingneng Mechanical & Electrical Equipments Ltd. and agreed to pay the remaining 40% upon
completion. As of December 31, 2009, $0.4 million, or 5% of the total commitment, remains on this
agreement.
We plan to finance our contractual obligations with cash from our operations and from our short
term borrowing.
Other than the contractual obligations set forth and described above, we do not have any other
operating lease obligations, purchase obligations, or repayment obligations under line of credit.
Critical Accounting Policies
Our critical accounting principles remain consistent with those reported in our annual report on
Form 10-K for the year ended June 30, 2009, as filed with the SEC and as amended.
Recently Issued Accounting Pronouncements
See Note 2 to our Notes to Consolidated Financial Statements for the three and six months ended
December 31, 2009 (Unaudited) for discussion of recent accounting pronouncements.
Non-GAAP Financial Measures
In addition to the results reported in accordance with U.S. GAAP, we have included in this filing
certain non-GAAP financial measures, including cost of revenues, gross profit, gross profit
margin, operating income, net income, diluted earnings per share, selling expense,
general and administrative expense and research and development expense. These financial
measures are not consistent with U.S. GAAP because they do not reflect certain share-based
compensation expenses and changes in fair value of derivative instruments. We provide
reconciliations of these non-GAAP financial measures to their most directly comparable financial
measures as calculated and presented in accordance with U.S. GAAP.
We believe that these non-GAAP measures provide useful information to management and investors
regarding financial and business trends relating to our financial condition and results of
operations. We believe that these non-GAAP measures, in combination with our financial results
calculated in accordance with U.S. GAAP, provide investors with additional perspective regarding
the impact of certain share-based compensation expenses and changes in fair value of derivative
instruments. We further believe that these excluded items do not accurately reflect the underlying
performance of our continuing operations for the periods in which they are incurred, even though
some of these excluded items may be incurred and reflected in our U.S. GAAP financial results in
the foreseeable future.
In order to provide a better understanding of the impact that certain specified items had on our
operations, the analysis that follows reports cost of revenues, gross profit, gross profit
margin, operating income, net income, diluted earnings per share, selling expense,
general and administrative expense and research and development expense, for the periods
indicated, excluding certain share-based compensation expenses and changes in fair value of
derivative instruments. We believe these financial measures are non-GAAP financial information as
contemplated by SEC Regulation G, Rule 100, and the accompanying table reconciles these measures to
the corresponding U.S. GAAP-based measures presented in our consolidated statements of operations.
38
Table of Contents
DUOYUAN PRINTING, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS ASIAN FINANCIAL, INC.)
NON-GAAP CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2009, AND 2008
(UNAUDITED)
(FORMERLY KNOWN AS ASIAN FINANCIAL, INC.)
NON-GAAP CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2009, AND 2008
(UNAUDITED)
Three Months Ended | Six Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
REVENUES, net |
$ | 42,408,047 | $ | 36,837,283 | $ | 75,702,970 | $ | 63,016,714 | ||||||||
COST OF REVENUES |
19,513,694 | 16,609,073 | 35,302,085 | 28,939,825 | ||||||||||||
GROSS PROFIT |
22,894,353 | 20,228,210 | 40,400,885 | 34,076,889 | ||||||||||||
RESEARCH AND
DEVELOPMENT EXPENSES |
532,685 | 490,084 | 896,844 | 1,184,601 | ||||||||||||
SELLING EXPENSES |
3,768,614 | 2,952,037 | 6,924,990 | 5,498,952 | ||||||||||||
GENERAL AND
ADMINISTRATIVE
EXPENSES |
1,591,178 | 1,344,637 | 3,081,376 | 2,276,335 | ||||||||||||
INCOME FROM OPERATIONS |
17,001,876 | 15,441,452 | 29,497,675 | 25,117,001 | ||||||||||||
CHANGE IN FAIR VALUE
OF DERIVATIVE
INSTRUMENTS |
||||||||||||||||
OTHER INCOME
(EXPENSE), net |
||||||||||||||||
Non-operating expenses |
(956,936 | ) | (956,936 | ) | ||||||||||||
Interest expense |
(211,737 | ) | (213,664 | ) | (446,126 | ) | (426,739 | ) | ||||||||
Interest income and
other income |
40,280 | 35,708 | 71,927 | 69,187 | ||||||||||||
Other expense, net |
(171,457 | ) | (1,134,892 | ) | (374,199 | ) | (1,314,488 | ) | ||||||||
INCOME BEFORE
PROVISION FOR INCOME
TAXES AND
NONCONTROLLING
INTEREST |
16,830,419 | 14,306,560 | 29,123,476 | 23,802,513 | ||||||||||||
PROVISION FOR INCOME
TAXES |
2,849,832 | 1,604,339 | 5,258,478 | 2,531,130 | ||||||||||||
NET INCOME |
13,980,587 | 12,702,221 | 23,864,998 | 21,271,383 | ||||||||||||
Less: Net income
attributable to
noncontrolling
interest |
223,951 | 168,986 | 381,904 | 278,723 | ||||||||||||
NET INCOME
ATTRIBUTABLE TO
DUOYUAN PRINTING,
INC. |
13,756,636 | 12,533,235 | 23,483,094 | 20,992,660 | ||||||||||||
OTHER COMPREHENSIVE
INCOME |
||||||||||||||||
Foreign currency
translation gain |
1,810 | 308,470 | 185,027 | 564,737 | ||||||||||||
COMPREHENSIVE INCOME
ATTRIBUTABLE TO
DUOYUAN PRINTING,
INC. |
$ | 13,758,446 | $ | 12,841,705 | $ | 23,668,121 | $ | 21,557,397 | ||||||||
BASIC WEIGHTED
AVERAGE NUMBER OF
SHARES |
28,367,934 | 25,000,050 | 26,683,992 | 25,000,050 | ||||||||||||
DILUTED WEIGHTED
AVERAGE NUMBER OF
SHARES |
29,202,495 | 25,000,050 | 27,101,273 | 25,000,050 | ||||||||||||
BASIC EARNING PER
SHARE |
$ | 0.48 | $ | 0.50 | $ | 0.88 | $ | 0.84 | ||||||||
DILUTED EARNING PER
SHARE |
$ | 0.47 | $ | 0.50 | $ | 0.87 | $ | 0.84 | ||||||||
39
Table of Contents
DUOYUAN PRINTING, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS ASIAN FINANCIAL, INC.)
RECONCILIATION OF GAAP TO NON-GAAP RESULTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2009, AND 2008
(UNAUDITED)
(FORMERLY KNOWN AS ASIAN FINANCIAL, INC.)
RECONCILIATION OF GAAP TO NON-GAAP RESULTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2009, AND 2008
(UNAUDITED)
Three Months Ended | Six Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
GAAP COST OF REVENUE |
$ | 19,564,713 | $ | 16,609,073 | $ | 35,353,104 | $ | 28,939,825 | ||||||||
Adjustments: |
||||||||||||||||
Stock-based compensation |
(51,019 | ) | | (51,019 | ) | | ||||||||||
NON-GAAP COST OF REVENUE |
19,513,694 | 16,609,073 | 35,302,085 | 28,939,825 | ||||||||||||
GAAP GROSS PROFIT |
22,843,334 | 20,228,210 | 40,349,866 | 34,076,889 | ||||||||||||
GAAP GROSS MARGIN |
53.9 | % | 54.9 | % | 53.3 | % | 54.1 | % | ||||||||
Adjustments: |
||||||||||||||||
Stock-based compensation |
51,019 | | 51,019 | | ||||||||||||
NON-GAAP GROSS PROFIT |
22,894,353 | 20,228,210 | 40,400,885 | 34,076,889 | ||||||||||||
NON-GAAP GROSS MARGIN |
54.0 | % | 54.9 | % | 53.4 | % | 54.1 | % | ||||||||
GAAP RESEARCH AND
DEVELOPMENT EXPENSES |
628,674 | 490,084 | 992,833 | 1,184,601 | ||||||||||||
Adjustments: |
||||||||||||||||
Stock-based compensation |
(95,989 | ) | | (95,989 | ) | | ||||||||||
NON-GAAP RESEARCH AND
DEVELOPMENT EXPENSES |
532,685 | 490,084 | 896,844 | 1,184,601 | ||||||||||||
GAAP SELLING EXPENSES |
3,908,445 | 2,952,037 | 7,064,821 | 5,498,952 | ||||||||||||
Adjustments: |
||||||||||||||||
Stock-based compensation |
(139,831 | ) | | (139,831 | ) | | ||||||||||
NON-GAAP SELLING
EXPENSES |
3,768,614 | 2,952,037 | 6,924,990 | 5,498,952 | ||||||||||||
GAAP GENERAL AND
ADMINISTRATIVE EXPENSES |
3,628,448 | 1,344,637 | 5,118,646 | 2,276,335 | ||||||||||||
Adjustments: |
||||||||||||||||
Stock-based compensation |
(2,037,270 | ) | | (2,037,270 | ) | | ||||||||||
NON-GAAP GENERAL AND
ADMINISTRATIVE EXPENSES |
1,591,178 | 1,344,637 | 3,081,376 | 2,276,335 | ||||||||||||
OPERATING INCOME |
14,677,767 | 15,441,452 | 27,173,566 | 25,117,001 | ||||||||||||
Adjustments: |
||||||||||||||||
Stock-based compensation |
2,324,109 | | 2,324,109 | | ||||||||||||
NON-GAAP OPERATING
INCOME |
17,001,876 | 15,441,452 | 29,497,675 | 25,117,001 | ||||||||||||
NET INCOME |
8,087,916 | 12,641,904 | 17,924,989 | 21,156,736 | ||||||||||||
Adjustments: |
||||||||||||||||
Change in fair value of
derivative instruments |
3,344,611 | (108,669 | ) | 3,233,996 | (164,076 | ) | ||||||||||
Stock-based compensation |
2,324,109 | | 2,324,109 | | ||||||||||||
NON-GAAP NET INCOME |
$ | 13,756,636 | $ | 12,533,235 | $ | 23,483,094 | $ | 20,992,660 | ||||||||
NON-GAAP Earnings per
share: |
||||||||||||||||
Basic |
$ | 0.48 | $ | 0.50 | $ | 0.88 | $ | 0.84 | ||||||||
Diluted |
$ | 0.47 | $ | 0.50 | $ | 0.87 | $ | 0.84 | ||||||||
Weighted average number
of shares outstanding: |
||||||||||||||||
Basic |
28,367,934 | 25,000,050 | 26,683,992 | 25,000,050 | ||||||||||||
Diluted |
29,202,495 | 25,000,050 | 27,101,273 | 25,000,050 | ||||||||||||
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As noted above, these non-GAAP financial measures are not consistent with U.S. GAAP because they do
not reflect certain share-based compensation expenses and changes in fair value of derivative
instruments. We believe investors will benefit from greater transparency in referring to these
non-GAAP financial measures when assessing our operating results, as well as when forecasting and
analyzing future periods. However, we recognize that:
| these non-GAAP financial measures are limited in their usefulness and should be considered only as a supplement to our U.S. GAAP financial measures; | ||
| these non-GAAP financial measures should not be considered in isolation from, or as a substitute for, our U.S. GAAP financial measures; | ||
| these non-GAAP financial measures should not be considered to be superior to our U.S. GAAP financial measures; and | ||
| these non-GAAP financial measures were not prepared in accordance with U.S. GAAP and investors should not assume that the non-GAAP financial measures presented in this earnings release were prepared under a comprehensive set of rules or principles. |
Further, these non-GAAP financial measures may be unique to us, as they may be different from
non-GAAP financial measures used by other companies. As such, this presentation of non-GAAP
financial measures may not enhance the comparability of our results to the results of other
companies.
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Foreign Currency Exchange Rate Risk
Although we maintain our books and records in Renminbi, the functional currency of the PRC, we use
the U.S. dollar as the reporting currency of our financial statements. The exchange rate between
the U.S. dollar and the Renminbi is subject to the foreign exchange quotation publicized by the
Peoples Bank of China daily. 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.
Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated
in a currency other than Renminbi are included in the results of operations as incurred. Gains and
losses from foreign currency transactions are included in the results of operations. There were no
material transaction gains or losses for the three months ended December 31, 2009.
Although the conversion of the Renminbi is highly regulated in China, the value of the Renminbi
against the U.S. dollar fluctuates and is affected by, among other things, changes in Chinas
political and economic conditions. Under the current policy in effect in China today, the Renminbi
is permitted to fluctuate in value within a narrow band against a basket of certain foreign
currencies. China in currently under significant international pressure to liberalize this currency
policy, and if such liberalization occurs, the value of the Renminbi could appreciate or depreciate
against the U.S. dollar. The exchange rate of the Renminbi as of December 31, 2009 was RMB6.82 to
$1.00 USD. This floating exchange rate, and any appreciation of the Renminbi that may result from
such rate, could have various adverse effects on our business, as described in the Risk Factors
section in Item 1A of Part II of this quarterly report on Form 10-Q.
Our exposure to foreign exchange risk primarily relates to cash and cash equivalents denominated in
U.S. dollars as a result of our past issuance of common shares through a private placement. For
example, to the extent that we need to convert U.S. dollars received in the private placement into
Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an
adverse effect on the Renminbi amount that we receive from the conversion. Conversely, if we decide
to convert our Renminbi into U.S. dollars for the purpose of making dividend payments on our common
shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would
have a negative effect on the U.S. dollar amount available to us. In addition, fluctuations in the
exchange rate would affect our financial results reported in U.S. dollar terms without giving
effect to any underlying change in our business or results of operations.
At December 31, 2009, our outstanding financial instruments with foreign currency exchange rate
risk exposure had an aggregate fair value of approximately $65.4 million (including our non-U.S.
dollar-denominated fixed rate debt). The potential increase in the fair values of these instruments
resulting from a 10% adverse change in quoted foreign currency exchange rates would be
approximately $6.5 million at December 31, 2009. We have not entered into any foreign currency
instruments for trading purposes at December 31, 2009.
We currently do not hedge our exposure to fluctuations in the Renminbi to U.S. dollar exchange
rate. In the future, we may choose to reduce our exposures through financial instruments (hedges)
that provide offsets or limits to our exposures when considered appropriate.
Exchange Controls
Chinese law allows enterprises owned by foreign investors to remit their profits, dividends and
bonuses earned in China to other countries, and the remittance does not require prior approval by
the State Administration of Foreign Exchange, or SAFE, regulations formerly required extensive
documentation and reporting, some of which was burdensome and delayed payments. If there is a
return to payment restrictions and reporting, the ability of a Chinese company to attract investors
will be reduced. Also, current investors may not be able to obtain the profits of the business
which they own as a result of other restrictions that the Chinese government may impose. Relevant
Chinese law and regulation permit payment of dividends only from retained earnings, if any,
determined in accordance with Chinese accounting standards and regulations. It is possible that the
Chinese tax authorities may require changes in our reported income that would limit our ability to
pay dividends and other distributions. Chinese law requires companies to set aside a portion of net
income to fund certain reserves which amounts are to distributable as dividends. These rules and
possible changes could restrict a company in China from repatriating funds to us and our
shareholders as dividends.
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Interest Rate Risk
We are exposed to interest rate risk due primarily to our short-term loans. Although the interest
rates on our short-term loans are fixed during their respective terms, the terms are typically 12
months or less and interest rates are subject to change upon renewal. The interest rates on our
short-term loans are determined by reference to the benchmark interest rates set by the Peoples
Bank of China. Any change in the Peoples Bank of Chinas benchmark interest rate will result in a
change in our interest expenses.
As of December 31, 2009, our short-term loans with exposure to interest rate risk had an aggregate
fair value of approximately $14.4 million. The potential change in fair market value for these
financial instruments from an adverse 10% change in quoted interest rates across all maturities,
often referred to as a parallel shift in the yield curve, would be approximately $1.4 million at
December 31, 2009. We have not hedged our exposure to interest rate risk and have not entered into
any interest rate sensitive instruments for trading purposes at December 31, 2009. We monitor
interest rate in conjunction with our cash requirements to determine the appropriate level of debt
balances relative to other sources of funds.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our periodic reports we file or submit under the Securities Exchange
Act of 1934, or the Exchange Act, is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer (principal executive
officer) and Chief Financial Officer (principal financial officer), as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the disclosure controls and
procedures, our management recognizes that any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives,
and our management necessarily is required to apply our judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
As of December 31, 2009, the end of the quarter covered by this quarterly report on Form 10-Q, our
management, including our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) promulgated under the Exchange Act). Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that, at December 31, 2009, because of the material
weakness in internal control over financial reporting described below, our disclosure controls and
procedures were not effective.
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, which is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. GAAP. Our internal control over financial reporting includes those policies and
procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with U.S. GAAP and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial statements.
Any system of internal control, no matter how well designed, has inherent limitations, including
the possibility that a control can be circumvented or overridden and misstatements due to error or
fraud may occur and not be detected in a timely manner. Also, because of changes in conditions,
internal control effectiveness may vary over time. Accordingly, even an effective system of
internal control will provide only reasonable assurance with respect to financial statement
preparation.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of
our annual or interim financial statements will not be prevented or detected on a timely basis. A
significant deficiency is a deficiency, or a combination of deficiencies, in internal control over
financial reporting that is less severe than a material weakness, yet important enough to merit
attention by those responsible for oversight of our financial reporting.
Our management assessed the effectiveness of our internal control over financial reporting as of
December 31, 2009. In making this assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework.
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During its assessment of the effectiveness of internal control over financial reporting as of
December 31, 2009, our management identified a material weakness related to the following:
Lack of Internal Audit Function Although we maintain an internal audit department, the
scope and effectiveness goal of the internal audit function have not been identified. Due to
this weakness, we may be ineffective in the timely prevention or detection of errors in the
recording of accounting transactions, which may have a material impact on our financial
statements.
In light of the foregoing, our management has concluded that our internal control over financial
reporting was not effective as of December 31, 2009. Our ineffective internal control over
financial reporting could result in material misstatements in our annual or interim financial
statements that would not be prevented or detected. However, nothing has come to the attention of
our management that causes them to believe that any material inaccuracies or errors exist in our
financial statements as of December 31, 2009. The reportable conditions and other areas of our
internal control over financial reporting identified by us as needing improvement have not resulted
in a material restatement of our financial statements. We are not aware of any instance where such
reportable conditions or other identified areas of weakness have resulted in a material
misstatement or omission in any report we have filed with or submitted to the Securities and
Exchange Commission.
Our management has identified the steps necessary to address the material weakness described above
as follows:
Our internal auditors are responsible for auditing our key financial areas, including sales
(including rebates), cost of sales, accounts receivable, payables and expenses, inventory and
other material accounts. They are also responsible for detecting any internal control
deficiencies. We are still in the process of identifying various internal audit requirements
and also in the process of implementing the necessary audit procedures to fulfill those
requirements. In addition, we have engaged an outside consultant to assist us in setting up
internal audit processes to identify internal control weaknesses, testing our internal
controls and remedying any deficiencies. The outside consultant will also advise us in
becoming compliant with Sarbanes Oxley Act Section 404 requirements.
We believe that the foregoing step will help to remediate the material weaknesses identified above,
and we will continue to monitor the effectiveness of these steps and make any changes that our
management deems appropriate.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions or that the degree
of compliance with the policies and procedures may deteriorate.
(b) Changes in Internal Controls
There were no changes in our internal control over financial reporting during the three months
ended December 31, 2009 that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting, except those disclosed above.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Neither we nor any of our subsidiaries is a party to, nor is any of our property the subject of,
any legal proceedings other than ordinary routine litigation incidental to our business. There are
no proceedings pending in which any of our officers, directors, or control persons are adverse to
us or any of our subsidiaries in which they are taking a position or have a material interest that
is adverse to us. There are no proceedings pending in which any of the officers, directors, or
control persons of ours are adverse to us.
We are not a party to any administrative or judicial proceeding arising under federal, state or
local environmental laws or their Chinese counterparts.
Item 1A. Risk Factors
In addition to other information set forth in this report, you should carefully consider the Risk
Factors discussed in our Annual Report on Form 10-K for our 2009 fiscal year filed on September
14, 2009, as amended. Except as set forth below, there have been no material changes to the risk
factors disclosed in such Form 10-K filing.
Other factors may also exist that we cannot anticipate or that we currently do not consider to be
significant based on information that is currently available. These risks and uncertainties have
the potential to materially affect our business, financial condition, results of
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operations, cash flows and future results. In assessing these risks, you should also refer to the
other information included in this quarterly report on Form 10-Q, including our consolidated
financial statements and the accompanying notes. You should pay particular attention to the fact
that we are a holding company with substantial operations in China and are subject to legal and
regulatory environments that in many respects differ from that of the United States. Our business,
financial condition or results of operations could be affected materially and adversely by any of
these risks and any others that are not presently foreseeable to us.
Risks Related to Our Business
We face risks and difficulties due to our recent growth, and may be unable to sustain our recent
profitability and growth rates.
Our revenue grew from $67.8 million for the year ended June 30, 2007 to $89.6 million for the year
ended June 30, 2008 and to $106.6 million for the year ended June 30, 2009. Our revenue increased
by $5.6 million, or 15.1%, from $36.8 million for the three months ended December 31, 2008 to $42.4
million for the three months ended December 31, 2009. We will continue to encounter risks and
difficulties in connection with our significant growth, including our potential failure to:
| implement, adapt or modify our business model and strategy; | ||
| manage our investments in new businesses and facility expansion or construction, including the cold-set corrugated paper machine factory at Langfang Duoyuan that we intend to build; | ||
| maintain our current and develop new relationships with distributors; | ||
| manage our expanding operations and product offerings; | ||
| maintain adequate control of expenses, inventory and receivables; | ||
| attract, retain and motivate qualified personnel; | ||
| protect our reputation and enhance customer loyalty; | ||
| implement additional and improve existing administrative, financial and operations systems, procedures and controls; and | ||
| anticipate and adapt to changes in the offset printing industry, government regulations, technology and other competitive and market dynamics. |
If we fail to successfully deal with these risks and difficulties due to our recent growth, we
could experience disruptions in our business, any of which could materially affect our business,
financial condition and results of operations.
In addition, although our sales have increased rapidly in recent years, we expect that our
operating expenses will increase as we expand, and we may not maintain or increase our
profitability. Some of the factors which may contribute to our inability to sustain our recent
profitability and growth include:
| competitors offering comparable products at lower prices; | ||
| decreases in the average selling prices of our products, particularly our single color presses; | ||
| superior product innovations by competitors; | ||
| rising raw materials and manufacturing costs; | ||
| changes in our management and key personnel; and | ||
| increased operating expenses relating to research and development, sales and marketing efforts and general and administrative expenses as we seek to grow our business. |
As a result of these and additional factors, we may experience lower revenue and higher expenses
and we may therefore fail to maintain our recent profitability and growth rates, achieve our
revenue targets, limit our operating expenses and/or remain profitable in the future.
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If we cannot obtain sufficient raw materials and components that meet our production demand and
standards at a reasonable cost, or at all, our business may be materially and adversely affected.
The key raw materials and components used in the manufacturing of our products are steel, iron and
electronic components. We produce a substantial majority of our key components in-house at our
Hunan Duoyuan facility. We purchase all other raw materials and components from Chinese suppliers.
For fiscal 2007, 2008 and 2009, purchases from our largest supplier accounted for 9.5%, 8.8% and
10.7% of our total raw materials and components purchases, respectively. For the same periods, our
ten largest suppliers combined accounted for 54.6%, 55.7% and 57.4% of our total raw materials and
components purchases, respectively. For the three months ended December 31, 2009, purchases from
our largest supplier and from our ten largest suppliers accounted for 13.8% and 60.2% of our total
raw materials and component purchases, respectively. If any supplier is unwilling or unable to
provide us with raw materials and components in the required quantities and at acceptable costs and
quality, we may not be able to find alternative sources on satisfactory terms in a timely manner,
or at all. In addition, some of our suppliers may fail to meet qualifications and standards
required by our end-user customers, which could impact our ability to purchase raw materials and
components.
Our inability to find or develop alternative supply sources for raw materials or components that
meet our production demand and standards could result in production delays or reductions as well as
shipment delays. The prices of our raw materials and components could also increase, and we may not
be able to pass these price increases on to our end-user consumers. For example, steel prices in
China decreased during the year ended June 30, 2006 but, increased significantly during fiscal 2007
and fiscal 2008. Should any of these events occur, our business may be materially and adversely
affected.
Risk Related to Doing Business in China
We rely principally on dividends and other distributions paid by our Chinese subsidiaries.
Limitations on the ability of our Chinese subsidiaries to pay dividends to us could have a material
adverse effect on our business.
We are a holding company and we rely principally on dividends and other distributions paid by our
Chinese subsidiaries for our cash and financing requirements, including the funds necessary to pay
dividends and other cash distributions to our shareholders, service any debt we may incur and pay
our operating expenses. If our Chinese subsidiaries incur debt on their own behalf, the instruments
governing the debt may restrict their ability to pay dividends or make other distributions to us.
Furthermore, relevant Chinese laws and regulations permit payments of dividends by our Chinese
subsidiaries only out of their respective retained earnings after tax, if any, determined in
accordance with Chinese accounting standards and regulations.
Under Chinese laws and regulations, each of our operating subsidiaries is required to set aside a
portion of its net income each year to fund certain statutory reserves. These reserves, together
with the registered equity, are not distributable as cash dividends. As of December 31, 2009, we
had statutory reserves of $11.2 million and total shareholders equity of $188.4 million. As a
result of these Chinese laws and regulations, each of our Chinese subsidiaries is restricted in its
ability to transfer a portion of its net assets to us, including in the form of dividends, loans or
advances. Limitations on the ability of our Chinese subsidiaries to pay dividends to us could
adversely limit our ability to grow, make investments or acquisitions that could be beneficial to
our businesses, pay dividends or otherwise fund and conduct our business.
We may be exposed to monetary fines by the local housing authority and claims from our employees in
connection with Hunan Duoyuans non-compliance with regulations with respect to contribution of
housing provident funds for employees.
According to the relevant PRC regulations on housing provident funds, PRC enterprises are required
to contribute housing provident funds for their employees. The monthly contributions must be at
least 5% of each employees average monthly income in the previous year. Our subsidiaries in the
PRC, other than Hunan Duoyuan, have complied with the housing provident funds regulations. Hunan
Duoyuan has not paid such funds for its employees since its establishment and the accumulated
unpaid amount is approximately RMB 2.3 million. Under local regulations on collection of housing
provident funds in Shaoyang City where Hunan Duoyuan is located, the local housing authority may
require Hunan Duoyuan to rectify its non-compliance by setting up bank accounts and making payment
and relevant filings for the unpaid housing funds for its employees within a specified time period.
If Hunan Duoyuan fails to do so within the specified time period, the local housing authority may
impose a monetary fine of RMB 10,000 to RMB 50,000 on it and may also apply to the local peoples
court for enforcement. Hunan Duoyuan employees may also be entitled to claim payment of such funds
individually. So far, we have not received any notice from the local housing authority or any claim
from our current and former employees regarding Hunan Duoyuans non-compliance with the
regulations. If any of the foregoing happens, our reputation, financial condition and results of
operations could be materially and adversely affected.
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Risks Associated with Our Common Shares
Wenhua Guo, the chairman of our board of directors and beneficial owner of approximately 56% of our
common shares, has substantial influence over us, and his interests may not be aligned with the
interests of our other shareholders.
Wenhua Guo, the chairman of our board of directors, beneficially owns approximately 56% of our
outstanding common shares. As a result, he has significant influence over our business, including
decisions regarding mergers, consolidations, the sale of all or substantially all of our assets,
election of directors, and other significant corporate actions, which may at times conflict with
the interests of our other shareholders. This concentration of ownership may also have the effect
of discouraging, delaying or preventing a future change of control, which in turn could prevent our
shareholders from recognizing a gain in the event that a favorable offer is extended.
We have the right to issue additional common shares and preferred shares without the consent of
our shareholders. This would have the effect of diluting our shareholders ownership in us and
could decrease the value of our shares.
As of the date of this report, we have 100,000,000 shares authorized for issuance, of which
30,563,217 common shares are issued and outstanding, with 69,436,783 authorized common shares
available for issuance for any purpose without shareholder approval. The issuance of additional
shares would dilute shareholders percentage ownership of us. We have outstanding warrants to
acquire 1,012,252 common shares, with exercise prices of $4.21 to $5.76 per share.
In addition, our articles of incorporation authorize the issuance of preferred shares, the rights,
preferences, designations and limitations of which may be set by our board of directors. While no
preferred shares are currently outstanding, our articles of incorporation authorize the issuance of
up to 1,000,000 preferred shares at the discretion of our board of directors. Preferred shares may
be issued upon the filing of amended articles of incorporation and the payment of required fees,
requiring no further shareholder action. If issued, the rights, preferences, designations and
limitations of the preferred shares would be set by our board of directors and could operate to the
disadvantage of our outstanding common shares. These terms could include, among others, preferences
as to dividends and distributions on liquidation.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended December 31, 2009, we
issued 63,167 shares of common stock to certain investors upon exercise of 214,720 warrants held by such
investors. The weighed average exercise price of the warrants is
$4.95 per share of common stock.
These securities are exempt from registration under the
Securities Act, pursuant to the provisions of Section 4(2) thereof and Rule 506 of Regulation D
thereunder, as a transaction not involving a public offering. The purchasers
acquired the securities for investment purposes without a view to distribution. In addition, the purchasers
were sophisticated investors who had access to information concerning us and our
business prospects and were capable of evaluating an investment in our company.
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Item 6. Exhibits
Index to Exhibits
The following exhibits are filed as a part of this Report.
Incorporated by Reference | ||||||||||||||
Exhibit | Filed | Exhibit | Filing | |||||||||||
No | Exhibit Title | Herewith | Form | No. | File No. | Date | ||||||||
3.1
|
Amended and Restated Articles of Incorporation of Duoyuan Printing, Inc. | S-1/A | 3.1 | 333-161813 | 10/16/2009 | |||||||||
3.2
|
Amended and Restated Bylaws of Duoyuan Printing, Inc. | S-1/A | 3.2 | 333-161813 | 10/16/2009 | |||||||||
4.6
|
Form of Certificate representing the common share, par value $0.001, of Duoyuan Printing, Inc. | 8-K | 4.1 | 000-27129 | 11/12/2009 | |||||||||
10.6*
|
Duoyuan Printing, Inc. 2009 Omnibus Incentive Plan | S-1/A | 10.33 | 333-161813 | 10/16/2009 | |||||||||
10.7*
|
Form of Incentive Stock Option Agreement | 8-K | 10.2 | 000-27129 | 10/22/2009 | |||||||||
10.8*
|
Form of Non-Qualified Stock Option Agreement (non-Directors) | 8-K | 10.3 | 000-27129 | 10/22/2009 | |||||||||
10.9*
|
Form of Non-Qualified Stock Option Agreement (Directors) | 8-K | 10.4 | 000-27129 | 10/22/2009 | |||||||||
10.10*
|
Form of Restricted Stock Agreement (non-Directors) | 8-K | 10.5 | 000-27129 | 10/22/2009 | |||||||||
10.11*
|
Form of Restricted Stock Agreement (Directors) | 8-K | 10.6 | 000-27129 | 10/22/2009 | |||||||||
10.12*
|
Form of Restricted Stock Unit Agreement (non-Directors) | 8-K | 10.7 | 000-27129 | 10/22/2009 | |||||||||
10.13*
|
Form of Restricted Stock Unit Agreement (Directors) | 8-K | 10.8 | 000-27129 | 10/22/2009 | |||||||||
10.14*
|
Form of Unrestricted Stock Agreement (non-Directors) | 8-K | 10.9 | 000-27129 | 10/22/2009 | |||||||||
10.15*
|
Form of Unrestricted Stock Agreement (Directors) | 8-K | 10.10 | 000-27129 | 10/22/2009 | |||||||||
31.1
|
Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | 31.1 | |||||||||||
31.2
|
Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | 31.2 | |||||||||||
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | 32.1 |
* | Management contract, or compensatory plan or arrangement. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
DUOYUAN PRINTING, INC. (Registrant) |
||||
Date: February 11, 2010 | By: | /s/ CHRISTOPHER P. HOLBERT | ||
Christopher P. Holbert | ||||
Chief Executive Officer | ||||
Date: February 11, 2010 | By: | /s/ WILLIAM D. SUH | ||
William D. Suh | ||||
Chief Financial Officer | ||||
49