Attached files
file | filename |
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EX-31.2 - CHINA EDUCATION ALLIANCE INC. | v193158_ex31-2.htm |
EX-31.1 - CHINA EDUCATION ALLIANCE INC. | v193158_ex31-1.htm |
EX-32.1 - CHINA EDUCATION ALLIANCE INC. | v193158_ex32-1.htm |
EX-32.2 - CHINA EDUCATION ALLIANCE INC. | v193158_ex32-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20-549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended June 30, 2010
or
¨
|
TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE EXCHANGE
ACT
|
For the
transition period from ______________ to _____________
Commission
file number: 333-101167
CHINA
EDUCATION ALLIANCE, INC.
(Exact
name of registrant as specified in its charter)
North
Carolina
|
56-2012361
|
|
(State
or other jurisdiction of incorporation or
|
(I.R.S.
Employer Identification No.)
|
|
organization)
|
||
58
Heng Shan Road, Kun Lun Shopping Mall,
Harbin, The
People’s Republic of China
|
150090
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
011-86-
451-8233-5794
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed 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 x No
¨
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 ¨ No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨
|
Accelerated
filer x
|
Non-accelerated
filer ¨
|
Smaller
reporting company ¨
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act). Yes ¨ No
x
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes ¨ No
¨
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date:
As of
August 10, 2010, there are 31,654,581 shares of
$0.001 par value common stock issued and outstanding.
FORM
10-Q
CHINA
EDUCATION ALLIANCE, INC.
INDEX
Page
|
||||
PART
I
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FINANCIAL
INFORMATION
|
3
|
||
Item
1. Financial Statements ( Unaudited)
|
3
|
|||
Consolidated
Balance Sheets as of June 30, 2010 (Unaudited) and December 31,
2009
|
3
|
|||
Consolidated
Statements of Income for the Three Months and Six Months Ended June 30,
2010 and 2009 (Unaudited)
|
4
|
|||
Consolidated
Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009
(Unaudited)
|
5
|
|||
Notes
to Consolidated Financial Statements as of June 30, 2010
(Unaudited)
|
6
|
|||
Item
2. Management’s Discussion and Analysis of Financial Condition
or Plan of Operation
|
25
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|||
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
|
37
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|||
Item
4. Controls and Procedures
|
37
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|||
PART
II
|
OTHER
INFORMATION
|
38
|
||
Item
1. Legal Proceedings.
|
38
|
|||
Item
1A. Risk Factors.
|
38
|
|||
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
|
38
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|||
Item
3. Defaults Upon Senior Securities.
|
38
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|||
Item
4. (Removed and Reserved).
|
38
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|||
Item
5. Other Information.
|
38
|
|||
Item
6. Exhibits
|
38
|
2
PART I - FINANCIAL
INFORMATION
Item
1. Financial Statements (Unaudited)
Consolidated
Balance Sheets
June
30,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
and cash equivalents
|
$ | 74,690,538 | $ | 65,035,332 | ||||
Accounts
receivable
|
1,546,937 | 1,274,727 | ||||||
Prepaid
expenses
|
1,979,032 | 2,692,310 | ||||||
Total
current assets
|
78,216,507 | 69,002,369 | ||||||
Property
and equipment, net
|
6,038,568 | 6,589,982 | ||||||
Intangibles
and capitalized software, net
|
1,362,027 | 737,761 | ||||||
Advance
on acquisition
|
932,000 | 932,000 | ||||||
Long-term
investment
|
333,512 | 341,686 | ||||||
$ | 86,882,614 | $ | 77,603,798 | |||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$ | 2,175,755 | $ | 1,255,991 | ||||
Deferred
revenues
|
842,908 | 1,008,884 | ||||||
Total
current liabilities
|
3,018,663 | 2,264,875 | ||||||
Stockholders'
Equity
|
||||||||
Preferred
stock ($0.001 par value, 20,000,000 shares authorized, 0 and 4,502,142
issued and outstanding, respectively, aggregate liquidation
preference of 0 and $1,665,793, respectively)
|
- | 1,867,644 | ||||||
Common
stock ($0.001 par value, 150,000,000 shares authorized, 31,654,581 and
30,040,954 issued and outstanding, respectively)
|
31,655 | 30,041 | ||||||
Additional
paid-in capital
|
40,592,789 | 38,231,623 | ||||||
Statutory
reserve
|
3,016,143 | 3,016,143 | ||||||
Accumulated
other comprehensive income
|
3,055,752 | 2,886,087 | ||||||
Retained
earnings
|
37,964,599 | 30,044,687 | ||||||
Stockholders'
equity - China Education Alliance, Inc. and Subsidiaries
|
84,660,938 | 76,076,225 | ||||||
Noncontrolling
interests in subsidiaries
|
(796,987 | ) | (737,302 | ) | ||||
Total
stockholders' equity
|
83,863,951 | 75,338,923 | ||||||
$ | 86,882,614 | $ | 77,603,798 |
The
accompanying notes are an integral part of these consolidated financial
statements.
3
Consolidated
Statements of Operations
(Unaudited)
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Revenues
|
||||||||||||||||
Online
education revenues
|
$ | 7,386,469 | $ | 5,470,628 | $ | 12,617,532 | $ | 10,300,116 | ||||||||
Training
center revenues
|
2,932,222 | 2,007,947 | 5,789,419 | 4,555,046 | ||||||||||||
Other
Revenues
|
533,405 | 639,798 | 1,062,879 | 1,467,290 | ||||||||||||
Total
revenue
|
10,852,096 | 8,118,373 | 19,469,830 | 16,322,452 | ||||||||||||
Cost
of Goods Sold
|
||||||||||||||||
Online
education costs
|
1,128,927 | 1,034,312 | 2,242,485 | 2,233,419 | ||||||||||||
Training
center costs
|
630,956 | 501,789 | 1,262,925 | 1,366,439 | ||||||||||||
Other
costs
|
37,060 | 69,775 | 77,837 | 124,914 | ||||||||||||
Total
cost of goods sold
|
1,796,943 | 1,605,876 | 3,583,247 | 3,724,772 | ||||||||||||
Gross
Profit
|
||||||||||||||||
Online
education gross profit
|
6,257,542 | 4,436,316 | 10,375,047 | 8,066,697 | ||||||||||||
Training
center gross profit
|
2,301,266 | 1,506,158 | 4,526,494 | 3,188,607 | ||||||||||||
Other
gross profit
|
496,345 | 570,023 | 985,042 | 1,342,376 | ||||||||||||
Total
gross profit
|
9,055,153 | 6,512,497 | 15,886,583 | 12,597,680 | ||||||||||||
Operating
Expenses
|
||||||||||||||||
Selling
expenses
|
3,478,810 | 1,906,494 | 5,719,764 | 4,117,182 | ||||||||||||
Administrative
|
572,847 | 639,361 | 1,027,040 | 894,112 | ||||||||||||
Depreciation
and amortization
|
264,663 | 244,898 | 497,474 | 490,351 | ||||||||||||
Total
operating expenses
|
4,316,320 | 2,790,753 | 7,244,278 | 5,501,645 | ||||||||||||
Other
Income (Expense)
|
||||||||||||||||
Other
income
|
2,245 | - | 21,138 | - | ||||||||||||
Interest
income
|
50,842 | 25,783 | 97,535 | 48,539 | ||||||||||||
Investment
loss
|
(6,076 | ) | (3,678 | ) | (7,606 | ) | (4,089 | ) | ||||||||
Total
other income
|
47,011 | 22,105 | 111,067 | 44,450 | ||||||||||||
Net
Income Before Provision for Income Tax
|
4,785,844 | 3,743,849 | 8,753,372 | 7,140,485 | ||||||||||||
Provision
for Income Taxes
|
549,966 | 507,977 | 893,145 | 675,132 | ||||||||||||
Net
Income
|
4,235,878 | 3,235,872 | 7,860,227 | 6,465,353 | ||||||||||||
Net
loss attributable to the noncontrolling interests
|
(21,162 | ) | (40,964 | ) | (59,685 | ) | (90,290 | ) | ||||||||
Net
Income - attributable to CEU and Subsidiaries
|
$ | 4,257,040 | $ | 3,276,836 | $ | 7,919,912 | $ | 6,555,643 | ||||||||
Basic
Earnings Per Share
|
$ | 0.14 | $ | 0.15 | $ | 0.25 | $ | 0.30 | ||||||||
Diluted
Earnings Per Share
|
$ | 0.14 | $ | 0.13 | $ | 0.25 | $ | 0.27 | ||||||||
Basic
Weighted Average Shares Outstanding
|
31,323,734 | 21,930,272 | 31,323,734 | 21,930,272 | ||||||||||||
Diluted
Weighted Average Shares Outstanding
|
31,363,255 | 25,085,474 | 31,377,877 | 24,459,405 | ||||||||||||
The
Components of Other Comprehensive Income
|
||||||||||||||||
Net
income
|
$ | 4,257,040 | $ | 3,276,836 | $ | 7,919,912 | $ | 6,555,643 | ||||||||
Foreign
currency translation adjustment
|
242,100 | (148,642 | ) | 169,665 | (186,726 | ) | ||||||||||
Comprehensive
Income
|
$ | 4,499,140 | $ | 3,128,194 | $ | 8,089,577 | $ | 6,368,917 |
The
accompanying notes are an integral part of these consolidated financial
statements.
4
Consolidated
Statements of Cash Flows
(Unaudited)
Six
Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
Cash
flows from operating activities
|
||||||||
Net
Income
|
$ | 7,860,227 | $ | 6,465,353 | ||||
Adjustments
to reconcile net income to net cash provided by Operating
activities
|
||||||||
Depreciation
and amortization
|
913,654 | 663,830 | ||||||
Stock
based compensation
|
157,730 | 332,256 | ||||||
Loss
on equty investment
|
8,174 | 4,089 | ||||||
Net
change in assets and liabilities
|
||||||||
Account
receivables
|
(272,210 | ) | (626,926 | ) | ||||
Prepaid
expenses and other
|
713,278 | 1,285,913 | ||||||
Advances
to related parties
|
- | 215,308 | ||||||
Accounts
payable and accrued liabilities
|
919,764 | 247,341 | ||||||
Deferred
revenue
|
(165,976 | ) | (186,509 | ) | ||||
Net
cash provided by operating activities
|
10,134,641 | 8,400,655 | ||||||
Cash
flows from investing activities
|
||||||||
Purchases
of property and equipment
|
(110,111 | ) | (348,837 | ) | ||||
Acquisition
of intangible asset
|
(876,395 | ) | - | |||||
Long-term
investment
|
- | 227,964 | ||||||
Net
cash used in investing activities
|
(986,506 | ) | (120,873 | ) | ||||
Cash
flows from financing activities
|
||||||||
Warrants
exercised
|
298,749 | - | ||||||
Options
exercised
|
38,657 | - | ||||||
Net
cash provided by financing activities
|
337,406 | - | ||||||
Effect
of exchange rate
|
169,665 | (188,885 | ) | |||||
Net
increase in cash
|
9,655,206 | 8,090,897 | ||||||
Cash
and cash equivalents at beginning of period
|
65,035,332 | 23,418,098 | ||||||
Cash
and cash equivalents at end of period
|
$ | 74,690,538 | $ | 31,508,995 | ||||
Supplemental disclosure of cash flow information | ||||||||
Taxes
paid
|
$ | 2,719,163 | $ | 329,981 | ||||
Non-cash investing and financing activities | ||||||||
Conversion
of preferred stock to common
|
$ | 1,867,644 | $ | 125,000 |
The
accompanying notes are an integral part of these consolidated financial
statements.
5
China
Education Alliance, Inc. and Subsidiaries
Notes
to Unaudited Condensed Consolidated Financial Statements
1.
|
Description of
Business
|
Nature of organization - China
Education Alliance, Inc. (the “Company”), formerly known as ABC Realty Co., was
originally organized under the laws of the State of North Carolina on December
2, 1996. ABC Realty Co.’s primary purpose was to act as a broker or agent in
residential real estate transactions. On September 15, 2004, ABC Realty Co. was
reorganized pursuant to the Plan of Exchange to acquire Harbin Zhong He Li Da
Education Technology, Inc. (“ZHLD”), a corporation formed on August 9, 2004 in
the City of Harbin in the Heilongjiang Province, People’s Republic of
China (the “PRC”), with an authorized capital of $60,386
(RMB500,000).
On
September 15, 2004, ABC Realty Co. executed a Plan of Exchange with ZHLD and
Duane C. Bennett, the former Chairman of ABC Realty Co., pursuant to which the
shareholders of ZHLD exchanged all of their registered capital of $60,386 for
18,333,334 shares of common stock of the Company, or approximately 95% of the
Company’s common stock. On November 17, 2004, ABC Realty Co. changed its name to
China Education Alliance, Inc. On December 13, 2004, China Education Alliance,
Inc. consummated the Plan of Exchange with ZHLD and ZHLD’s shareholders. As a
result of the Plan of Exchange, the transaction was treated for accounting
purposes as a recapitalization of ZHLD.
ZHLD is a
technology company engaged in the online education industry in the People’s
Republic of China. Its mission is to promote online exam preparation services in
the People’s Republic of China, to improve the efficiency and effectiveness of
elementary education, secondary education, vocational education, skill
education, continuing education, and professional training programs, and to
integrate with the international education system.
ZHLD’s
subsidiary, Heilongjiang Zhonghe Education Training Center (“ZHTC”) was
registered in the PRC on July 8, 2005 with a registered capital of $60,386 and
is accounted for as a wholly owned subsidiary of ZHLD. ZHLD owns 99% of ZHTC
with 1% held in trust by Xiqun Yu, the Company’s CEO, for the benefit of China
Education Alliance, Inc.
ZHLD also
owns 70% of Beijing Hua Yu Hui Zhong Technology Development Co., Ltd. (“BHYHZ”).
BHYHZ was formed on September 30, 2006 in the PRC. The remaining 30% interest
was given to The Vocational Education Guidance Center of China for no
consideration. The 30% interest in BHYHZ that the Company transferred to The
Vocational Education Guidance Center of China for no consideration was treated
as an intangible asset.
On April
18, 2008, ZHLD entered into an agreement and supplementary agreement with Harbin
Daily Newspaper Group (“Newspaper Group”) to invest in a joint venture company,
Harbin New Discovery Media Co., Ltd. (“New Discovery”). ZHLD contributed RMB
3,000 000 (approximately, $430,000) and Newspaper Group contributed RMB
3,120,000 (approximately, $445,000) towards the registered capital of New
Discovery. In return for their respective contributions, ZHLD own 49.02% equity
interest and Newspaper Group own 50.98% equity interest in New Discovery. The
parties are prohibited, for the duration of the joint venture from retiring or
transferring their equity interests. This joint venture will create new
educational material distribution channels in readable newspaper format in the
future. The value of this investment as of June 30, 2010 and December 31, 2009
was $333,512 and $341,686, respectively.
On
January 4, 2009, China Education Alliance’s subsidiary, Harbin Zhong He Li Da
Education Technology, Inc (“ZHLD”) entered into an agreement with Mr. Guang Li
to jointly incorporate and invest in a joint venture company, Zhong He Li Da
(Beijing) Management Consultant Co., Ltd. (“ZHLDBJ”). ZHLD contributed RMB
425,000 (approximately, $62,107), and Mr. Guang Li contributed RMB 75,000
(approximately, $10,960) towards the registered capital of ZHLDBJ, amounting to
a total registered capital of 500,000 RMB (approximately, $73,067). In return
for their respective contributions, ZHLD owns an 85% equity interest, and Mr.
Guang Li owns a 15% equity interest in ZHLDBJ. ZHLD has authorized Mr. Xiqun Yu,
the Company CEO, to hold 20% of its equity interest of ZHLDBJ on its
behalf. ZHLDBJ will be involved in the vocational training
business which includes IT engineering and accounting training, in particular,
in running the “Million Managers Training Program”, with the goal of improving
participants’ management skills and designing a complete solution for the
management, clients and suppliers.
6
On April
27, 2008, the Company entered into a Share Transfer Agreement with Mr. Yuli Guo
(the “Vendor”) and World Exchanges, Inc. (“WEI”) to purchase from Vendor seventy
(70) issued and outstanding ordinary shares in WEI, representing 70% of the
entire issued share capital of WEI (the “WEI Acquisition”). WEI is incorporated
under the laws of Canada and was organized on December 19, 1991. WEI has been
registered at 30 Denton Avenue, Apartment 2216, Toronto, Canada. In
consideration for the said shares, the Company issued but held in escrow for the
Vendors benefit 400,000 shares of its common stock, with a market value at the
date of issuance of $2.33 per share or $932,000. The Vendor retained the
remaining 30% of the issued share capital of WEI. The Vendor has agreed not to
transfer the shares of the Company to a third party for fifteen (15) years and
to grant the Company a right of first refusal in the event the Vendor is
desirous of selling such shares.
WEI will
provide English training programs, English test preparation courses and overseas
study and consulting services in the PRC. Included as part of the WEI
Acquisition, will be the acquisition of five English language schools in various
parts of the PRC. The Vendor owned various percentages of the interests of the
five schools, and according to the transfer agreement, the Vendor was required
to transfer all his interests in the schools to WEI, and complete the necessary
administrative and legal procedures required by the PRC. However, so far, the
Vendor had not completed all the transfer and legal procedures within the time
period required in the agreement. The WEI acquisition was not fully completed as
of June 30, 2010 and December 31, 2009 due to delays in transferring legal
titles to these five schools. The Company currently is attempting to fully
resolve all outstanding issues related to this acquisition. As of June 30, 2010
and December 31, 2009 the Company’s management decided to exclude the WEI
acquisition from the consolidated financial statements until such time we have
effective control over WEI’s operations which is expected to take place when the
Vendor’s ownership in the five English language schools are legally and
effectively transferred to WEI. Until such transfer occurs, WEI has no tangible
assets and liabilities and no operations. As of June 30, 2010 and December 31,
2009 the Company had outstanding operating advances to WEI of $202,722 and
$80,000, respectively, which were accounted for as advances to related
parties. Management had fully reserved these operating advances as of
June 30, 2010 and December 31, 2009. The resolution of these WEI acquisition
matters will either result in the WEI acquisition being fully completed, or the
abandonment of the WEI acquisition. As of June 30, 2010 and December
31, 2009, Company management has not reserved their advance on acquisition for
WEI, totaling 400,000 shares of the Company’s common stock valued at $932,000,
as these shares are held in trust by the Company. These shares will either be
returned to the Company or cancelled if the WEI acquisition is not successfully
resolved and concluded.
As
mentioned above, so far, the Vendor has not completed the transfer of his
interests of all the five English schools and related PRC legal procedures
within the time period required in the agreement. Accordingly, we do not have
effective control over WEI’s operations as of June 30, 2010 and December 31,
2009. However, we believe the Company had both the management and voting control
of WEI without
inclusion of the five schools. The value of shares placed in escrow in
the Vendors’ behalf was properly reflected in the financial statements as an
advance on acquisition. We believe that we have properly accounted
for the WEI acquisition under the cost method until such time as the acquisition
is completed or abandoned. WEI does not have a readily determinable
value. Based on EITF 91-5: Nonmonetary Exchange of Cost-Method Investments,
issue # 2, we recognize the investment at its historical
cost.
7
On
February 3, 2010, China Education Alliance, Inc. announced that through its
wholly owned subsidiary, Harbin Zhong He Li Da Education Technology, Inc.
("ZHLD"), it has incorporated a new company in the PRC, Beijing New Shifan
Education & Technology ("New Shifan"), with a registered capital of RMB 1.95
million. New Shifan was created to continue the operations of Beijing Shifan
Culture Communication Co., Ltd. ("Beijing Shifan"). The Company
paid the original owner of Beijing Shifan RMB 6 million
(approximately $876,000) to acquire their expertise, in (i) science and math
education at the secondary education level, (ii) the rights to continue
publishing the magazine “Senior High School Students Mathematic, Physics, and
Chemistry” and (iii) the rights to a nationwide contest for middle school and
high school students. The Company considers the RMB 6 million payment as an
intangible asset whose evaluation and life has not been finalized as of June 30,
2010, accordingly no amortization has been recorded. Beijing Shifan will be
dissolved by the old owner. The focus of New Shifan is on the advancement of
science and mathematics education, the publishing of the "Senior High
School Students Mathematic, Physics, and Chemistry" magazine, which has been
endorsed by the PRC Ministry of Education. Beijing Shifan is also the sponsor
and organizer of a nationwide contest for middle school and high school
students. This national competition tests the students' academic abilities in
mathematics, physics and chemistry. There are over 100,000 students
participating in the contest from 23 provinces in the PRC. Winners of the
contest qualify for enrollment in some of the top universities in the People's
Republic of China. The new company brings significant impact on the secondary
education market in China. Mrs. Yin Xiaojie, the former sole
shareholder, owner and CEO of Beijing Shifan, will take on a management position
at New Shifan and will own 35% of the equity interest in New Shifan, while ZHLD
owns the remaining 65% interest. There has been minimal operating activity from
New Shifan for the three and six months ended June 30, 2010.
The
Company’s principal business is the distribution of educational resources
through the Internet and training centers. The Company’s website, www.edu-chn.com, is a
comprehensive education network platform which is based on network video
technology and large data sources of elementary and secondary education
resources. The Company has a data base comprised of such resources as test
papers that are used for elementary and secondary education courses. The data
base includes more than 350,000 exams and test papers and courseware for
elementary and secondary school students. The Company markets this data base
under the name “Famous Instructor Test Paper Store.” Although a number of the
resources are available through the website without charge, our subscribers are
charged for services such as the “Famous Instructor Test Paper Store” and for
videos on demand. Subscribers can purchase debit cards which can be used to
download material from the website.
The
Company also provides on-site teaching services in Harbin and other cities,
which are marketed under the name “Famed Instructors Classroom.” The Company has
a 36,600 square foot training facility in Harbin, Heilonjiang Province, the PRC,
which has 17 classrooms and can accommodate up to 1,200 students.
2
|
Basis of Preparation of Financial
Statements
|
The
accompanying consolidated financial statements differ from the financial
statements used for statutory purposes in the PRC in that they have been
prepared in compliance with U.S. generally accepted accounting principles
(“GAAP”) and reflect certain adjustments, recorded on the entities’ books, which
are appropriate to present the financial position, results of operations and
cash flows in accordance with GAAP. The principal adjustments are related to
revenue recognition, foreign currency translation, deferred taxation,
consolidation, and depreciation and valuation of property and equipment and
intangible assets.
These
consolidated financial statements for interim periods are unaudited. In
the opinion of management, all adjustments, consisting of normal, recurring
adjustments and disclosures necessary for a fair presentation of these interim
statements have been included. The results reported in these consolidated
interim financial statements are not necessarily indicative of the results that
may be reported for the entire year. The accompanying consolidated financial
statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission and do not include all information and
footnotes necessary for a complete presentation of financial statements in
conformity with accounting principles generally accepted in the United States of
America. These consolidated financial statements should be read in
conjunction with the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2009, filed on March 15, 2010.
3.
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Summary of Significant Accounting
Policies
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Principles of Consolidation -
The consolidated financial statements include the accounts of the Company
and its wholly subsidiaries (ZHLD and ZHTC) and its majority owned subsidiaries
(BHYHZ, ZHLDBJ and New Shifan). All inter-company transactions and balances were
eliminated.
Use of estimates - The
preparation of these financial statements in conformity with GAAP 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 dates of the financial statements and the reported amounts of net sales and
expenses during the reported periods.
8
Significant
estimates include values and lives assigned to acquire intangible assets, the
useful lives and impairment of property and equipment, collectability of
accounts receivable, reserves for allowances and stock option valuation. Actual
results may differ from these estimates.
Cash and cash equivalents -
The Company
considers all highly liquid debt instruments purchased with a maturity period of
three months or less to be cash or cash equivalents. The carrying amounts
reported in the accompanying condensed consolidated balance sheets for cash and
cash equivalents approximate their fair value. All of the Company’s cash that is
held in bank accounts in the PRC is not protected by FDIC insurance or any other
similar insurance in the PRC. The cash that the Company maintains in US banks
are insured up to $250,000 at each bank as of June 30, 2010 and December 31,
2009. The Company’s cash at their US banks are in excess of statutorily insured
limits at
approximately $8,331,000 and $14,636,000, respectively, as of June 30,
2010 and December 31, 2009.
Property and equipment -
Property and equipment is stated at the historical cost, less accumulated
depreciation. Depreciation on property, plant and equipment is provided using
the straight-line method over the estimated useful lives of the assets after
taking into account a 5% residual value for both financial and income tax
reporting purposes as follows:
Buildings
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20
years
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Communication
Equipment
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10
years
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Transportation
Vehicles
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5
years
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Furniture
and Fixtures
|
5
years
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Expenditures
for renewals and betterments are capitalized while repairs and maintenance costs
are normally charged to the statement of operations in the year in which they
are incurred. In situations where it can be clearly demonstrated that the
expenditure has resulted in an increase in the future economic benefits expected
to be obtained from the use of the asset, the expenditure is capitalized as an
additional cost of the asset.
Upon sale
or disposal of an asset, the historical cost and related accumulated
depreciation or amortization of such asset are removed from their respective
accounts and any gain or loss is recorded in the Statements of
Operations.
The
Company reviews the carrying value of property, plant, and equipment for
impairment whenever events and circumstances indicate that the carrying value of
an asset may not be recoverable from the estimated future cash flows expected to
result from its use and eventual disposition. In cases where undiscounted
expected future cash flows are less than the carrying value, an impairment loss
is recognized equal to an amount by which the carrying value exceeds the fair
value of assets. The factors considered by management in performing this
assessment include current operating results, trends and prospects, the manner
in which the property is used, and the effects of obsolescence, demand,
competition, and other economic factors. Based on this assessment there was no
impairment at June 30, 2010 and December 31, 2009.
Intangibles - Intangibles
consist of franchise rights on educational products, software, and New Shifan’s
expertise, magazine rights and contest operation rights. Most
intangible assets are amortized over the lives of the rights agreements, or
their respective operational useful lives. The Company has not completed its
evaluation of New Shifan’s intangible as of June 30, 2010, accordingly no
amortization has been calculated for three and six months ended June 30,
2010.
The
Company evaluates the carrying value of intangible assets during the fourth
quarter of each year and between annual evaluations if events occur, or
circumstances change, that would more likely than not reduce the fair value of
the intangible asset below its carrying amount. There were no impairments
recorded as of June 30, 2010 and 2009.
9
Long-Lived Assets - The
Company reviews its long-lived assets for impairment when changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Long-lived assets under certain circumstances are reported at the
lower of carrying amount or fair value. Assets to be disposed of and assets not
expected to provide any future service potential to the company are recorded at
the lower of carrying amount or fair value less cost to sell. To the extent
carrying values exceed fair values; an impairment loss is recognized in
operating results.
Foreign Currency - The
Company’s principal country of operations is the PRC. The financial position and
results of operations of the Company are recorded in Renminbi (“RMB”) as the
functional currency. The results of operations denominated in foreign currency
are translated at the average rate of exchange during the respective reporting
period.
Assets
and liabilities denominated in foreign currencies at the balance sheet date are
translated at the market rate of exchange at that date. The registered equity
capital denominated in the functional currency is translated at the historical
rate of exchange at the time of capital contribution. All translation
adjustments resulting from the translation of the financial statements into the
reporting currency (“U.S. Dollars”) are recorded in accumulated other
comprehensive income, a separate component within shareholders’
equity.
Noncontrolling Interest -
Noncontrolling interests in the Company’s subsidiaries are recorded in
accordance with the provisions of FASB Accounting Standards Codification 810
Consolidation (“ASC 810”) and are reported as a component of equity,
separate from the parent’s equity. Purchase or sale of equity interests
that do not result in a change of control are accounted for as equity
transactions. Results of operations attributable to the noncontrolling
interest are included in our consolidated results of operations and, upon loss
of control, the interest sold, as well as interest retained, if any, will be
reported at fair value with any gain or loss recognized in
earnings.
Revenue recognition - Revenue
is recognized when the following criteria are met: (1) persuasive evidence of an
arrangement exists; (2) the service has been rendered; (3) the selling price is
fixed or determinable; and (4) collection of the resulting receivable is
reasonably assured. The Company believes that these criteria are satisfied when
customers download prepaid study materials.
Prepaid
debit cards allow the Company’s subscribers to purchase a predetermined monetary
amount of download materials posted on its website. The Company tracks usage of
the debit card and records revenue when the debit card is used.
At the
time that the prepaid debit card is purchased, the receipt of cash is recorded
as deferred revenue. Revenues are recognized in the month when card is used.
Unused value relating to debit cards is recognized as revenues when the prepaid
debit card expires.
Tuition
from courses is recognized ratably over the period that fees are earned,
typically the life of the course. The Company offer credits to students if they
should withdraw, or be unable to complete their required courses. Historically
the issuances of credits have not been high with regards to tuition fees. The
Company offers cash refunds on a limited basis based on individual
circumstances.
The
Company engages an advertisement agency to manage its on-line advertisement
revenue. Per the contract with this agency, upon posting of an on-line
advertisement on the Company’s website, the Company is entitled to share with
the agency 50% of the amount charged to the on-line advertiser. The Company
recognizes advertising revenue over the term of the advertisement. The agency is
responsible for collection of all ad revenue from advertisers. The agency is
required to make their remittance for on-line advertising six months after
on-line ads are posted on their website.
Deferred
revenue reflects the unearned portion of debit cards sold and tuition. Tuition
is recognized as revenue ratably over the periods in which it is earned,
generally the term of the program or as the debit card is used.
Accounts Receivables -
Included in accounts receivables are receivables from advertising on the
Company’s websites and from the sale of prepaid debit cards to resellers. The
sales of prepaid debit cards to resellers are recorded as deferred revenue until
such time as the cards are used to download material from the Company’s website.
Total accounts receivables as of June 30, 2010 and December 31, 2009 was
$1,546,937 and $1,274,727, respectively.
10
The
Company reviews its accounts receivables on a periodic basis and makes general
and specific allowances when there is doubt as to the collectability of
individual balances. In evaluating the collectability of individual receivable
balances, the Company considers many factors, including the age of the balance,
customer’s historical payment history, its current credit-worthiness and current
economic trends. Accounts are written off after exhaustive efforts at
collection. If accounts receivable are to be provided for, or written off, they
would be recognized in the consolidated statement of operations within operating
expenses. As of June 30, 2010 and December 31, 2009, the Company has not
established an allowance for doubtful accounts, in addition the Company has not
provided for, or written off, accounts receivable during the three and six
months ended June 30, 2010 and 2009.
Deferred Revenue - Deferred
revenue reflects the unearned portion of debit cards sold and tuition payments
received. Deferred revenue as of June 30, 2010 and December 31, 2009 was
$842,908 and $1,008,884, respectively.
Advertising - The Company
expenses advertising costs at the time they are published in the newspaper and
for all other advertising the first time the respective advertising takes place.
These costs are included in selling, general and administrative expenses. The
total advertising expenses incurred for the three and six months ended June 30,
2010 and 2009 were $293,323 and $211,939, $675,149 and $523,632,
respectively.
Taxation - Taxation on
profits earned in the PRC are calculated on the estimated assessable profits for
the year at the rates of taxation prevailing in the PRC after taking into effect
the benefits from any special tax credits or “tax holidays” allowed in the
PRC.
The
Company does not accrue United States income tax on unremitted earnings from
foreign operations as it is the Company’s intention to invest these earnings in
foreign operations for the foreseeable future. All Company revenues are
generated in the PRC. The Company’s US operations provide corporate and
administrative functions for the entire Company. The Company’s tax provisions
for the three and six months periods ended June 30, 2010 and 2009 are related to
the Company’s PRC operations.
If the
Company should have an uncertainty in accounting for income taxes, the Company
evaluates a tax position in 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 the position. The second step is to measure the tax
position that meets the more-likely-than-not threshold to determine the amount
of provision or benefit to be recognized in the financial statements. A tax
position is measured at the largest amount of provision or benefit where there
is a greater than 50% likelihood 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
reporting period in which the threshold is no longer met.
Based on
all known facts and circumstances and current tax law, the Company believes that
the total amount of unrecognized tax provisions or benefits as of June 30, 2010
and December 31, 2009, is not material to its results of operations, financial
condition or cash flows. The Company also believes that the total amount of
unrecognized tax provisions or benefits as of June 30, 2010 and December 31,
2009, if recognized, would not have a material effect on its effective tax rate.
The Company further believes that there are no tax positions for which it is
reasonably possible, based on current Chinese tax law and policy, that the
unrecognized tax provisions or benefits will significantly increase or decrease
over the next 12 months producing, individually or in the aggregate, a material
effect on the Company’s results of operations, financial condition or cash
flows.
11
Enterprise income
tax
Under the
Provisional Regulations of the PRC Concerning Income Tax on Enterprises
promulgated by the State Council which came into effect on January 1, 1994,
income tax is payable by Wholly Owned Foreign Enterprises (“WOFE’s”) at a rate
of 15% of their taxable income. Preferential tax treatment may, however, be
granted pursuant to any law or regulations from time to time promulgated by the
State Council. ZHLD enjoyed a 100% exemption from enterprise income taxes during
2006 due to its classification as a WOFE. This exemption ended on
December 31, 2006, at which time ZHLD qualified under the then current tax
structure for a 50% reduction in the statutory enterprise income tax rates for
the three years ended December 31, 2007, 2008 and 2009. For the years
ended December 31, 2008 and 2007, ZHLD’s effective income tax rate was at 7.5%,
based on having received a 50% exemption in the year ended December 31, 2007
when the prevailing effective tax rate was 30%, and an additional 50% exemption
as ZHLD was a technology and software entity. During the year ended December 31,
2009, ZHLD obtained similar exemptions to those of the year ended December 31,
2008; however, the prevailing tax rate had a minimum threshold of 10% for the
year ended December 31, 2009. In the current fiscal year ended December 31, 2010
ZHLD continues being qualified as a technology and software entity, and receives
a 15% statutory PRC enterprise income tax rate. The Company’s ZETC subsidiary is
currently exempt from PRC taxation, as it operates a business enterprise engaged
in educational opportunities. The Company’s other subsidiaries;
BHYHZ, ZHLDBJ and New Shifan are taxed at the PRC statutory rate (25%), and have
not accrued for taxes since inception, due to recurring losses or no income
incurred since inception.
Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. Deferred tax
assets, including tax loss and credit carry forwards, and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect of deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Deferred income tax expense represents the change during the period in the
deferred tax assets and deferred tax liabilities. The components of the deferred
tax assets and liabilities are individually classified as current and
non-current based on their characteristics. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
The Company has no net deferred tax assets or liabilities as of June 30, 2010
and December 31, 2009. In addition, the Company has not recorded a deferred tax
expense for the three and six months periods ended June 30, 2010 and
2009.
Value added
tax
The
Provisional Regulations of the People’s Republic of China Concerning Value Added
Tax (VAT) promulgated by the State Council came into effect on January 1, 1994.
Under these regulations and the Implementing Rules of the Provisional
Regulations of the PRC Concerning Value Added Tax, VAT is imposed on goods sold
in or imported into the PRC and on processing, repair and replacement services
provided within the PRC.
VAT
payable in the PRC is charged on an aggregated basis at a rate of 13% or 17%
(depending on the type of goods involved) on the full price collected for the
goods sold or, in the case of taxable services provided, at a rate of 17% on the
charges for the taxable services provided, but excluding, in respect of both
goods and services, any amount paid in respect of VAT included in the price or
charges, less any deductible VAT already paid by the taxpayer on purchases of
goods and services in the same financial year. The Company records all revenues
net of VAT taxes.
Related party - A related party is a
company, or individual, in which a director or an officer has beneficial
interests in and in which the Company has significant influence.
As of
June 30, 2010 and December 31, 2009 the Company has advanced $202,722 and
$80,000, respectively, to WEI, an acquisition of the Company that has not been
fully completed due to the non-resolution of ongoing administrative and legal
matters in connection with the acquisition of WEI. These advances were made to
expand WEI’s operations either inside or outside of the PRC. Management has
fully reserved these advances as of June 30, 2010 and December 31, 2009, until
such time as all administrative and legal matters regarding the WEI acquisition
being fully resolved. The resolution of these WEI acquisition matters will
either result in the WEI acquisition being fully completed, or the abandonment
of the WEI acquisition.
All
advances to related parties are non- interest bearing and due upon
demand.
Stock based compensation - The
Company records compensation expense associated with stock-based awards and
other forms of equity compensation. Such compensation would include the
recording of cost resulting from all stock-based payment transactions including
shares issued under its stock option plans. The Company records expense over the
vesting period in connection with stock options granted. The compensation
expense for stock-based awards includes an estimate for forfeitures and is
recognized over the expected term of the award on a straight line
basis.
12
Fair value of financial instruments -
The Company has adopted newly issued generally accepted accounting
principles with regards to fair value measurement for assets and liabilities
that establishes a common definition for fair value to be applied to existing
generally accepted accounting principles that require the use of fair value
measurements, establishes a framework for measuring fair value and expands
disclosure about such fair value measurements. The adoption of these recently
issued principles did not have an impact on the Company’s financial position or
operating results, but did expand certain disclosures.
Current
fair value of financial instruments defines fair value as the price that would
be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. Additionally,
current standards require the use of valuation techniques that maximize the use
of observable inputs and minimize the use of unobservable inputs. These inputs
are prioritized below:
Level 1:
|
Observable
inputs such as quoted market prices in active markets for identical assets
or liabilities
|
Level 2:
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Observable
market-based inputs or unobservable inputs that are corroborated by market
data
|
Level 3:
|
Unobservable
inputs for which there is little or no market data, which require the use
of the reporting entity’s own
assumptions.
|
The
Company did not have any Level 2 or Level 3 assets or liabilities as of June 30,
2010.
Cash and
cash equivalents of approximately $74,691,000 and $65,035,000 as of June 30,
2010 and December 31, 2009, respectively, include only cash on hand and banks
that are considered to be highly liquid and easily tradable as of June
30, 2010. These securities are valued using inputs observable in active markets
for identical securities and are therefore classified as Level 1 within our
fair value hierarchy.
In
addition to fair value requirements noted above, recent standards expands
opportunities for the use of fair value measurements in financial reporting and
permits entities to choose to measure many financial instruments and certain
other items at fair value. The Company did not elect the fair value options for
any of its qualifying financial instruments.
Reclassifications - Certain
reclassifications have been made to the prior periods’ financial statements to
conform to the current year presentation. These reclassifications had no effect
on previously reported results of operations or the sum of retained earnings and
statutory reserve.
Recent accounting
pronouncements -
Recent
accounting pronouncements applicable to the Company are summarized
below.
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In
June 2009, the FASB issued Accounting Standards Update No. 2009-01,
“Generally Accepted Accounting Principles” (ASC Topic 105) which
establishes the FASB Accounting Standards Codification (“the Codification”
or “ASC”) as the official single source of authoritative U.S. generally
accepted accounting principles (“GAAP”). All existing accounting standards
are superseded. All other accounting guidance not included in the
Codification will be considered non-authoritative. The Codification also
includes all relevant Securities and Exchange Commission (“SEC”) guidance
organized using the same topical structure in separate sections within the
Codification. Following the Codification, the Board will not
issue new standards in the form of Statements, FASB Staff Positions or
Emerging Issues Task Force Abstracts. Instead, it will issue Accounting
Standards Updates (“ASU”) which will serve to update the Codification,
provide background information about the guidance and provide the basis
for conclusions on the changes to the Codification. The Codification is
not intended to change GAAP, but it will change the way GAAP is organized
and presented. The Codification was effective for our third-quarter 2009
financial statements and the principal impact on our financial statements
is limited to disclosures as all future references to authoritative
accounting literature will be referenced in accordance with the
Codification. In order to ease the transition to the Codification, we are
providing the Codification cross-reference alongside the references to the
standards issued and adopted prior to the adoption of the
Codification.
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13
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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 adoption of this ASU has had minimal to no impact on our
consolidated financial statements.
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In
December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of
Financial Assets. This Accounting Standards Update amends the FASB
Accounting Standards Codification for the issuance of FASB Statement No.
166, Accounting for
Transfers of Financial Assets—an amendment of FASB Statement No.
140.The amendments in this Accounting Standards Update improve
financial reporting by eliminating the exceptions for qualifying
special-purpose entities from the consolidation guidance and the exception
that permitted sale accounting for certain mortgage securitizations when a
transferor has not surrendered control over the transferred financial
assets. In addition, the amendments require enhanced disclosures about the
risks that a transferor continues to be exposed to because of its
continuing involvement in transferred financial assets. Comparability and
consistency in accounting for transferred financial assets will also be
improved through clarifications of the requirements for isolation and
limitations on portions of financial assets that are eligible for sale
accounting. The Company does not expect the adoption of this ASU to have a
material impact on its consolidated financial
statements.
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In
December, 2009, FASB issued ASU No. 2009-17, Improvements to Financial
Reporting by Enterprises Involved with Variable Interest Entities. This
Accounting Standards Update amends the FASB Accounting Standards
Codification for the issuance of FASB Statement No. 167, Amendments to FASB
Interpretation No. 46(R). The amendments in this Accounting
Standards Update replace the quantitative-based risks and rewards
calculation for determining which reporting entity, if any, has a
controlling financial interest in a variable interest entity with an
approach focused on identifying which reporting entity has the power to
direct the activities of a variable interest entity that most
significantly impact the entity’s economic performance and (1) the
obligation to absorb losses of the entity or (2) the right to receive
benefits from the entity. An approach that is expected to be primarily
qualitative will be more effective for identifying which reporting entity
has a controlling financial interest in a variable interest entity. The
amendments in this Update also require additional disclosures about a
reporting entity’s involvement in variable interest entities, which will
enhance the information provided to users of financial statements. The
Company is currently evaluating the impact of this ASU. The Company does
not expect the adoption of this ASU to have a material impact on its
consolidated financial statements.
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In
January 2010, 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 adoption
of this ASU has had minimal to no impact on our consolidated financial
statements.
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In
January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to
Shareholders with Components of Stock and Cash. The amendments in this
Update clarify that the stock portion of a distribution to shareholders
that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to
receive in the aggregate is considered a share issuance that is reflected
in EPS prospectively and is not a stock dividend for purposes of applying
Topics 505 and 260 (Equity and Earnings Per Share). The amendments in
this update are effective for interim and annual periods ending on or
after December 15, 2009, and should be applied on a retrospective basis.
The adoption of this ASU has had minimal to no impact on our consolidated
financial statements.
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In
January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for
Decreases in Ownership of a Subsidiary – a Scope Clarification. The
amendments in this Update affect accounting and reporting by an entity
that experiences a decrease in ownership in a subsidiary that is a
business or nonprofit activity. The amendments also affect accounting and
reporting by an entity that exchanges a group of assets that constitutes a
business or nonprofit activity for an equity interest in another
entity. The amendments in this update are effective beginning in the
period that an entity adopts SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements – An Amendment of ARB No. 51.” If an
entity has previously adopted SFAS No. 160 as of the date the amendments
in this update are included in the Accounting Standards Codification, the
amendments in this update are effective beginning in the first interim or
annual reporting period ending on or after December 15, 2009. The
amendments in this update should be applied retrospectively to the first
period that an entity adopted SFAS No. 160. The adoption of this ASU did
not have a material impact on the Company’s consolidated financial
statements.
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14
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In
January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about
Fair Value Measurements. This update provides amendments to Subtopic
820-10 that requires new disclosure as follows: 1) Transfers in and
out of Levels 1 and 2. A reporting entity should disclose
separately the amounts of significant transfers in and out of Level 1 and
Level 2 fair value measurements and describe the reasons for the
transfers. 2) Activity in Level 3 fair value
measurements. In the reconciliation for fair value measurements
using significant unobservable inputs (Level 3), a reporting entity should
present separately information about purchases, sales, issuances, and
settlements (that is, on a gross basis rather than as one net number).
This update provides amendments to Subtopic 820-10 that clarifies existing
disclosures as follows: 1) Level of disaggregation. A reporting
entity should provide fair value measurement disclosures for each class of
assets and liabilities. A class is often a subset of assets or liabilities
within a line item in the statement of financial position. A reporting
entity needs to use judgment in determining the appropriate classes of
assets and liabilities. 2) Disclosures about inputs and valuation
techniques. A reporting entity should provide disclosures about the
valuation techniques and inputs used to measure fair value for both
recurring and nonrecurring fair value measurements. Those disclosures are
required for fair value measurements that fall in either Level 2 or Level
3. The new disclosures and clarifications of existing disclosures are
effective for interim and annual reporting periods beginning after
December 15, 2009, except for the disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3 fair
value measurements. Thos disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods within those
fiscal years. The adoption of this ASU has had minimal to no impact on our
consolidated financial statements.
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On
March 5, 2010, the FASB issued authoritative guidance to clarify the type
of embedded credit derivative that is exempt from embedded derivative
bifurcation requirements. Specifically, only one form of embedded credit
derivative qualifies for the exemption – one that is related only to the
subordination of one financial instrument to another. As a result,
entities that have contracts containing an embedded credit derivative
feature in a form other than such subordination may need to separately
account for the embedded credit derivative feature. This guidance also has
transition provisions, which permit entities to make a special one-time
election to apply the fair value option to any investment in a beneficial
interest in securitized financial assets, regardless of whether such
investments contain embedded derivative features. This guidance is
effective on the first day of the first fiscal quarter beginning after
June 15, 2010. Early adoption is permitted at the beginning of any fiscal
quarter beginning after March 5, 2010. This amendment is not expected to
have a material impact on the Company’s financial
statements
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In
March 2010, FASB issued an authoritative pronouncement regarding the
effect of denominating the exercise price of a share-based payment awards
in the currency of the market in which the underlying equity securities
trades and that currency is different from (1) entity’s functional
currency, (2) functional currency of the foreign operation for which the
employee provides services, and (3) payroll currency of the employee. The
guidance clarifies that an employee share-based payment award with an
exercise price denominated in the currency of a market in which a
substantial portion of the entity’s equity securities trades should be
considered an equity award assuming all other criteria for equity
classification are met. The pronouncement will be effective for interim
and annual periods beginning on or after December 15, 2010, and will be
applied prospectively. Affected entities will be required to record a
cumulative catch-up adjustment for all awards outstanding as of the
beginning of the annual period in which the guidance is adopted. This
amendment is not expected to have a material impact on the Company’s
financial statements.
|
-
|
In
April 2010, the FASB issued Update No. 2010-17, or ASU 2010-17,
Revenue Recognition—Milestone Method, which updates the guidance currently
included under topic 605, Revenue Recognition. ASU 2010-17 provides
guidance on defining the milestone and determining when the use of the
milestone method of revenue recognition for research or development
transactions is appropriate. It provides criteria for evaluating if the
milestone is substantive and clarifies that a vendor can recognize
consideration that is contingent upon achievement of a milestone as
revenue in the period in which the milestone is achieved, if the milestone
meets all the criteria to be considered substantive. ASU 2010-17 is
effective for milestones achieved in fiscal years, and interim periods
within those years, beginning after June 15, 2010 and should be
applied prospectively. Early adoption is permitted. The Company is
currently evaluating the potential impact, if any, of the new accounting
guidance on its consolidated financial
statements.
|
-
|
In
April 2010, the FASB issued an authoritative pronouncement on effect of
denominating the exercise price of a share-based payment award in the
currency of the market in which the underlying equity securities trades
and that currency is different from (1) entity's functional currency, (2)
functional currency of the foreign operation for which the employee
provides services, and (3) payroll currency of the employee. The
pronouncement clarifies that an employee share-based payment award with an
exercise price denominated in the currency of a market in which a
substantial portion of the entity's equity securities trades should not be
considered to contain a condition that is not a market, performance, or
service condition, and therefore should be considered an equity award
assuming all other criteria for equity classification are met. The
pronouncement is for interim and annual periods beginning on or after
December 15, 2010, and will be applied prospectively. Affected companies
will be required to record a cumulative catch-up adjustment for all awards
outstanding as of the beginning of the annual period in which the guidance
is adopted. This amendment is not expected to have a material impact on
the Company’s financial statements.
|
A variety
of proposed or otherwise potential accounting standards are currently under
study by standard setting organizations and various regulatory agencies. Due to
the tentative and preliminary nature of those proposed standards, management has
not determined whether implementation of such proposed standards would be
material to the consolidated statements.
4.
|
Concentrations of Business and
Credit Risk
|
The
majority of the Company’s bank accounts in banks located in the PRC are not
covered by any type of protection similar to that provided by the FDIC on funds
held in U.S banks.
The
Company is operating in People’s Republic of China, which may give rise to
significant foreign currency risks from fluctuations and the degree of
volatility of foreign exchange rates between the U.S. dollar and the
RMB.
15
Financial
instruments that potentially subject the Company to concentration of credit risk
consist principally of cash and trade receivables, the balances of which are
stated on the balance sheet. The Company places its cash in high credit quality
financial institutions; however, such funds are not insured in the PRC. As of
June 30, 2010 and December 31, 2009, the Company maintains cash in the US, in a
financial institution insured by the FDIC that has approximately $8,331,000 and
$14,636,000, respectively, in funds in excess of FDIC insured
amounts.
For the
three and six months periods ended June 30, 2010 and 2009, no single customer
accounted for 10% or more of revenue.
Payments
of dividends may be subject to some restrictions.
5.
|
Cash and Cash
Equivalents
|
Cash and
cash equivalents consist of the following:
June
30
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Cash
on Hand – China
|
$ | 395 | $ | 1,398 | ||||
Bank
Deposits – China
|
65,859,218 | 49,898,143 | ||||||
Bank
Deposits – US
|
8,830,925 | 15,135,791 | ||||||
$ | 74,690,538 | $ | 65,035,332 |
6.
Account Receivables
Accounts
Receivables are all unsecured and due upon demand:
June
30
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Mobi
Advertising
|
$ | 890,638 | $ | 966,308 | ||||
Resellers
of debit cards
|
656,299 | 308,419 | ||||||
$ | 1,546,937 | $ | 1,274,727 |
The Mobi
advertising is an agent for the Company’s on-line advertising business with
trade terms of a six-month receivable period. The others are receivables from
sales of prepaid cards to re-sellers.
7.
|
Prepaid
Expenses
|
Prepaid
Expenses consist of the following:
16
June
30,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Prepaid
rent
|
$ | 218,492 | $ | 305,853 | ||||
Prepaid
teachers and online material
|
298,253 | 294,622 | ||||||
Prepaid
services and professional fees
|
24,087 | 81,441 | ||||||
Prepaid
advertising
|
1,256,115 | 1,812,973 | ||||||
Other
prepaid expenses
|
182,085 | 197,421 | ||||||
$ | 1,979,032 | $ | 2,692,310 |
8.
|
Property and
Equipment
|
Property
and Equipment consist of the following:
June
30,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Buildings
|
$ | 4,467,280 | $ | 4,455,227 | ||||
Transportation
vehicles
|
266,045 | 192,189 | ||||||
Communication
equipment
|
3,166,261 | 3,148,972 | ||||||
Furniture
and fixtures
|
2,037,027 | 2,030,114 | ||||||
9,936,613 | 9,826,502 | |||||||
Less:
Accumulated Depreciation
|
(3,898,045 | ) | (3,236,520 | ) | ||||
Property
and Equipment, Net
|
$ | 6,038,568 | $ | 6,589,982 |
For the
three and six months ended June 30, 2010 and 2009, depreciation expenses totaled
$337,186 and $239,989, $661,525 and $389,998 respectively. Allocated in the
three and six months ended June 30, 2010 and 2009 is depreciation expense
totaling $161,036 and $114,525, $318,551 and $179,513 respectively, that is
included in cost of goods sold, the remainder of depreciation expense for the
respective periods is included in operating expenses.
As of
June 30, 2010 the Company does not have any land use rights agreements in the
PRC for the office buildings owned by the Company.
In the
PRC, land use rights, are the legal rights for an entity to use lands for a
fixed period of time. The PRC adopted a dual land tenure system, under which,
land ownership is independent of land use rights. The land is either owned by
the state (“State Land”) or by rural collective economic organization
(“Collective Land”).
9.
|
Intangibles
|
Intangibles
of the Company consist of franchise rights on educational products, software,
and New Shifan’s expertise, magazine rights and contest operation
rights.
Franchise
Rights
The
franchise rights owned by the Company consist of the following:
-
|
The ACCP training course is an
authority for training software engineers under authorized training
procedures with authorized
textbooks.
|
17
-
|
The BENET training course is an
authority for training internet engineers under authorized training
procedures with authorized
textbooks.
|
Capitalized
Software
The
Capitalized software of the Company consists of all the Company’s software,
among which two main ones are the following:
-
|
The Usage rights for job seekers
is software to help university students to search jobs, post their
resumes, and communicate with potential
employers.
|
-
|
The
Usage right for learners is software to help elementary and secondary
students to do assignments, test papers, and get instructions from
teachers.
|
New Shifan’s
Expertise
New
Shifan was created to continue the operations of Beijing Shifan Culture
Communication Co., Ltd. ("Beijing Shifan"). The Company paid the
original owner of Beijing Shifan RMB 6 million (approximately $878,000) to
acquire their expertise, in (i) science and math education at the secondary
education level, (ii) the rights to continue publishing the magazine “Senior
High School Students Mathematic, Physics, and Chemistry” and (iii) the rights to
a nationwide contest for middle school and high school students. The Company has
considered the RMB 6 million (approximately $876,000) as an intangible asset
whose evaluation and life has not been finalized as of June 30, 2010,
accordingly no amortization has been recorded. There has been minimal operating
activity from New Shifan for the three and six months ended June 30,
2010.
Intangibles
consist of the following:
June
30,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ACCP
training course
|
$ | 733,337 | $ | 790,975 | ||||
BENET
training course
|
58,749 | 58,591 | ||||||
Usage
rights - Job Seekers
|
440,619 | 439,430 | ||||||
Usage
rights - Learners
|
293,746 | 292,954 | ||||||
Others
|
677,863 | 622,364 | ||||||
New
Shifan Expertise
|
876,395 | - | ||||||
3,080,709 | 2,204,314 | |||||||
Less:
accumulated amortization
|
(1,718,682 | ) | (1,466,553 | ) | ||||
Intangibles,
net
|
$ | 1,362,027 | $ | 737,761 |
For the
three months and six months ended June 30, 2010 and 2009, amortization expenses
totaled $128,513 and $136,512, $252,129 and $273,841 respectively.
Future
amortization of intangible assets excluding the New Shifan intangible asset for
which a life has not yet been determined is as follows:
18
Year
Ended December 31,
|
|||||
2010
|
$ | 142,107 | |||
2011
|
240,332 | ||||
2012
|
80,283 | ||||
2013
|
13,745 | ||||
2014
|
9,165 | ||||
$ | 485,632 |
10.
|
Deferred
revenue
|
Deferred
revenue includes subscriber prepayments and education fee prepayments.
Subscriber prepayments represent deferred revenue for the purchase of debit
cards used to pay for the online downloading of education materials. The Company
recognizes revenue when the card is used to download material. During the period
between the purchase and use of debit cards, the unused portion of the debit
card is treated as deferred revenue to the Company. Education fee prepayments
represent payments for tuition for the Company’s training schools, which are
amortized over the term of the course. As of June 30, 2010 and December 31,
2009, the Company had deferred revenue of $842,908 and $1,008,884,
respectively.
11.
|
Stockholders’
Equity
|
The
Company recorded the following equity transactions during the six months ended
June 30, 2010.
|
·
|
Warrants
for the acquisition of 99,583 shares of common stock were exercised,
resulting in the issuance of 99,583 share of common stock. Total cash
received from exercised warrants were
$298,749.
|
|
·
|
Options
for the acquisition of 13,330 shares of common stock were exercised at
price $2.90, resulting in the issuance of 13,330 share of common stock.
Total cash received from exercised options were
$38,657.
|
|
·
|
Total
of 4,502,143 Series A Preferred Shares were converted into 1,500,714
shares of common stock.
|
The
Company recorded the following equity transactions during the year ended
December 31, 2009:
|
-
|
On June 5, 2009, the Company
issued 17,000 common shares with par value US$0.001 per share to Red Chip
Companies Inc. for its services at a market value of
$46,070.
|
|
|
|
-
|
On June 18, 2009, the Company
issued 16,334 common shares with par value US$0.001 per share to certain
employees according to the Company’s 2009 Incentive Stock Plan Inc. at a
market value of $47,369.
|
|
-
|
On October 5, 2009, the Company
issued 3,162,055 common shares according to the Underwriting Agreement
with Rodman & Renshaw, LLC (the "Underwriter") for the sale of
3,162,055 shares of the Company's common stock, par value $0.001 per
share, for a purchase price of $5.17 per share (net of discounts and
commissions), which is 94% of the per share public offering price of $5.50
per share.
|
|
|
19
|
-
|
On October 16, 2009, the Company
issued 434,308 common shares according to the Underwriting Agreement with
Rodman & Renshaw, LLC (the "Underwriter") for the sale of additional
434,308 shares (overallotment), par value $0.001 per share, for a purchase
price of $5.17 per share (net of discounts and commissions), which is 94%
of the per share public offering price of $5.50 per
share.
|
|
|
|
-
|
On October 29, 2009, the Company
issued 137,005 common shares with par value US$0.001 per share to certain
employees according to the Company’s 2009 Incentive Stock Plan Inc. at a
market value of $685,025.
|
|
-
|
On November 30, 2009, the Company
issued 53,000 common shares with par value US$0.001 per share to Red Chip
Companies Inc. for its services according to a Joint Marketing
Agreement at a market value of
$265,000.
|
|
-
|
During the year ended December
31, 2009 a total of 3,095,502 Series A Preferred Shares were converted
into 1,031,834 shares of common
stock.
|
|
-
|
During the year ended December
31, 2009, warrants for the acquisition of 3,497,825 shares of common stock
were exercised, resulting in the issuance of 3,296,787 share of common
stock, of which 364,804 shares were from cashless exercises. Total cash
received from exercised warrants were
$6,429,725.
|
12.
|
Warrants
and Options
|
Warrants
For Six
months ended June 30, 2010 and the year ended December 31, 2009, the Company did
not grant any warrants.
Stock
warrant activities for the six months ended June 30, 2010 is summarized as
follows:
Shares
|
Weighted
|
|||||||
underlying
|
average
|
|||||||
warrants
|
Exercise Price
|
|||||||
Outstanding
as of January 1, 2010
|
99,584 | $ | 3.00 | |||||
Granted
|
- | - | ||||||
Exercised
|
(99,584 | ) | 3.00 | |||||
Expired
or cancelled
|
- | - | ||||||
Outstanding
as of June 30, 2010
|
- | - |
As of
June 30, 2010, all the Company’s previously issued warrants have been exercised
and the Company did not have any warrants outstanding.
Stock
Options:
During
the six months ended June 30, 2010, the Company did not grant any stock options.
Options for the purchasing of 13,330 shares of common stock were exercised at an
exercise price of $2.90, resulting in the issuance of 13,330 share of common
stock.
During
the year ended December 31, 2009 the Company established the 2009 Incentive
Stock Plan, with 1,000,000 authorized shares to be issued or granted in stock
options.
20
In June
2009 the Company granted options to employees to purchase 396,000 shares of
common stock at prices ranging from $2.90 to $3.19 per share. All options
granted have a three year life from the date of issuance and all options have an
exercise price equal to the market value of the Company’s commons shares on the
date of grant. Of these granted options, a total of 366,000 vest in three equal
tranches over two years with the first tranche vesting immediately upon the
grant date, with the remaining two tranches vesting in equal amounts of shares
on the following two anniversary dates from the date of grant. The remaining
30,000 options granted to an employee all vest on the first anniversary of their
grant date.
In June
2009 the Company granted an option to purchase 20,000 shares of common stock at
$2.90 per share, to a non-employee for legal services rendered. This option has
a three year life, is fully vested on the date of grant, and has an exercise
price equal to the market value for the Company’s commons shares on the date of
grant. The fair value of options granted in June 2009 were estimated on the date
of grant using the Blacks-Scholes valuation model and the following assumptions:
a risk free interest rate of 1.88%, a weighted expected life of 2.25 years, a
dividend rate of 0.0%, and a weighted expected volatility of 151.88%. The
Company recorded $136,590 in compensation expenses, net of related tax effects,
related to these option grant during the six months ended June 30,
2010.
In
September 2009 the Company granted options to an employee to purchase 30,000
shares of common stock at an exercise price of $5.59 per share. All options
granted have a three year life from the date of issuance and all options have an
exercise price equal to the market value of the Company’s commons shares on the
date of grant. These options, vest in three equal tranches over two years with
the first tranche vesting immediately upon the grant date, with the remaining
two tranches vesting in equal amounts of shares on the following two anniversary
dates from the date of grant.
The fair
value of the September 2009 granted options were estimated on the date of grant
using the Blacks-Scholes valuation model and the following assumptions: a risk
free interest rate of 1.45%, a weighted expected life of 2.25 year, a dividend
rate of 0.0%, and a weighted expected volatility of 231.45%. The Company
recorded $21,140 in compensation expenses, net of related tax effects,
related to this option grant during the six months ended June 30,
2010.
In November 2009
the Company granted options to an independent director to purchase 10,000 shares
of common stock at an exercise price of $5.40 per share. All options granted
have one year life from the date of issuance and all options have an exercise
price equal to the market value of the Company’s commons shares on the date of
grant. These options, vest immediately at the grant date.
The fair
value of the November 2009 granted options were estimated on the date of grant
using the Blacks-Scholes valuation model and the following assumptions: a risk
free interest rate of 0.51%, a weighted expected life of 0.75 year, a dividend
rate of 0.0%, and a weighted expected volatility of 83.17%. This option was all
expensed at the time of issuance in 2009.
The
Company measures the intrinsic value of options at the end of each reporting
period until options are exercised, cancelled or expire unexercised. As of June
30, 2010 there are 294,000 options with a weighted average exercise price of
$3.28 and a weighted average remaining life of 2.25 years, which remain
outstanding and continue to be remeasured at the intrinsic value over their
remaining vesting period ranging from 3 months to1.50 years. Compensation
expense in any given period is calculated as the difference between total earned
compensation at the end of the period, less total earned compensation at the
beginning of the period. Compensation earned is calculated on a straight line
basis over the requisite service period for any given option award. A total of
approximately $94,400 in compensation expense remains unearned as of June 30,
2010. The intrinsic value for exercisable options as of June 30, 2010 is
approximately $282,000.
The
Company during the six months ended June 30, 2010 recorded stock based
compensation of $157,730 for options that are vesting.
Stock
option activity for the six months ended June 30, 2010 is summarized as
follows:
21
Number
|
Weighted
|
|||||||
of
|
average
|
|||||||
Options
|
Exercise Price
|
|||||||
Balance
as of January 1, 2009
|
10,000 | $ | 3.05 | |||||
Granted
|
456,000 | 3.33 | ||||||
Exercised
|
- | - | ||||||
Expired/
Cancelled/ Forfeifed
|
(10,000 | ) | 3.05 | |||||
Outstanding
as of December 31, 2009
|
456,000 | 3.33 | ||||||
Granted
|
- | - | ||||||
Exercised
|
(13,330 | ) | 2.90 | |||||
Expired/
Cancelled/ Forfeifed
|
- | - | ||||||
Outstanding
as of June 30, 2010
|
442,670 | 3.33 |
The
following table summarizes the Company’s stock options outstanding at June 30,
2010:
Exercise
Price
|
Outstanding
June
30,
2010
|
Weighted
Average
Remaining
Life
in Years
|
Number
exercisable
|
||||||||||
$ |
3.19
|
300,000 | 2.00 | 100,000 | |||||||||
$ |
2.90
|
102,670 | 2.00 | 28,670 | |||||||||
$ |
5.59
|
30,000 | 2.25 | 10,000 | |||||||||
$ |
5.40
|
10,000 | 0.42 | 10,000 | |||||||||
442,670 | 1.98 | 148,670 |
13.
|
Earnings
Per Share
|
Per GAAP
the Company reconciles the numerator and denominator of the basic and diluted
earnings per share (EPS) computations.
For the
three months and six ended June 30, 2010, dilutive shares include shares
attributable to exercisable option only.
The
following reconciles the components of the EPS computation:
Three Months ended
June 30,
|
Six Months ended
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Net
income available to common shareholders
|
$ | 4,257,040 | $ | 3,276,836 | $ | 7,919,912 | $ | 6,555,643 | ||||||||
Weighted
average shares outstanding - basic
|
31,323,734 | 21,930,272 | 31,323,734 | 21,930,272 | ||||||||||||
Effect
of dilutive securities
|
39,521 | 3,155,202 | 54,143 | 2,529,133 | ||||||||||||
Weighted
average shares outstanding - diluted
|
31,363,255 | 25,085,474 | 31,377,877 | 24,459,405 | ||||||||||||
Earnings
per share – basic
|
$ | 0.14 | $ | 0.15 | $ | 0.25 | $ | 0.30 | ||||||||
Earnings
per share - diluted
|
$ | 0.14 | $ | 0.13 | $ | 0.25 | $ | 0.27 |
22
14.
|
Commitments and
Contingencies
|
The
Company and its subsidiaries are self-insured, and they do not carry any
property insurance, general liability insurance, or any other insurance that
covers the risks of their business operations. As a result any material loss or
damage to its properties or other assets, or personal injuries arising from its
business operations would have a material adverse affect on the Company’s
financial condition and operations.
If a loss
should occur, or if management deems that a loss is probable, relating to our
Company's product or performance of our services, an accrual for such loss or
losses would be recognized at such time of occurrence or determination. The
Company has not accrued for any losses as of June 30, 2010 and December 31,
2009.
15.
|
Operating
Risk
|
(a)
Country risk
Currently,
the Company’s revenue is mainly derived from sale of educational products and
services in the People’s Republic of China. The Company hopes to expand its
operations in the People’s Republic of China, however, there are no assurances
that the Company will be able to achieve such an expansion successfully.
Therefore, a downturn or stagnation in the economic environment of the PRC could
have a material adverse effect on the Company’s financial
condition.
(b)
Products risk
The
Company competes with larger companies, who have greater funds available for
expansion, marketing, research and development and the ability to attract more
qualified personnel. There can be no assurance that the Company will remain
competitive with larger competitors.
(c)
Exchange risk
The
Company cannot guarantee that the current exchange rate will remain steady,
therefore there is a possibility that the Company could post the same amount of
profit for two comparable periods and because of a fluctuating exchange rate
actually post higher or lower profit depending on exchange rate of Chinese
Renminbi (RMB) converted to U.S. dollars on that date. The exchange rate could
fluctuate depending on changes in the political and economic environments
without notice.
(d)
Political risk
Currently,
the People’s Republic of China is in a period of growth and is openly promoting
business development in order to bring more business into the People’s Republic
of China. Additionally, the People’s Republic of China allows a Chinese
corporation to be owned by a United States corporation. If the laws or
regulations are changed by the PRC government, the Company’s ability to operate
in the People’s Republic of China could be affected.
(e) Key
personnel risk
The
Company’s future success depends on the continued services of executive
management in People’s Republic of China. The loss of any of their services
would be detrimental to the Company and could have an adverse effect on business
development. The Company does not currently maintain key-man insurance on their
lives. Future success is also dependent on the ability to identify, hire, train
and retain other qualified managerial and other employees. Competition for these
individuals is intense and increasing.
23
(f)
Non-compliance with financing requirements
The
Company might need to obtain future financing that require timely filing of
registration statements, and have declared effective those registration
statements, to register the shares being offered by the selling stockholders in
future financing. The Company might be subject to liquidated damages and other
penalties if they continue to obtain future financing requiring registration
statements, and not having those registration statements filed and declared
effective in a prompt manner.
16.
|
Subsequent
Events
|
In
accordance with ASC 855, “Subsequent Events” the Company evaluated subsequent
events after the balance sheet date of June 30, 2010. The Company has reported
all required subsequent events.
24
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
The
following discussion of the results of our operations and financial condition
should be read in conjunction with our unaudited consolidated financial
statements and the related notes thereto, which appear elsewhere in this
report.
Except
for the historical information contained herein, the following discussion, as
well as other information in this report, contain “forward-looking
statements,” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and are
subject to the “safe harbor” created by those sections. Forward-looking
statements include, but are not limited to, statements that express our
intentions, beliefs, expectations, strategies, predictions or any other
statements relating to our future activities or other future events or
conditions. These statements are based on current expectations, estimates and
projections about our business based, in part, on assumptions made by
management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and are likely to, differ materially
from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those discussed from time to time in this report, as
well as and any risks described in the “risk factors” section of our
Registration Statement filed with the U.S. Securities and Exchange Commission on
Form S-1 (file no. 333-146023) and any other filings we make with the SEC. In
addition, such statements could be affected by risks and uncertainties related
to the ability to conduct business in the People’s Republic of China, demand,
including demand for our products resulting from change in the educational
curriculum or in educational policies, our ability to raise any financing which
we may require for our operations, competition, government regulations and
requirements, pricing and development difficulties, our ability to make
acquisitions and successfully integrate those acquisitions with our business, as
well as general industry and market conditions and growth rates, and general
economic conditions. Any forward-looking statements speak only as of the date on
which they are made, should not be relied upon as representing our views as of
any subsequent date and we do not undertake
any obligation to update any forward-looking statement to reflect events or
circumstances after the date of this report.
Our
discussion and analysis of our financial condition and results of operations are
based upon our unaudited consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenue and expenses. On an on-going basis, we evaluate these estimates,
including those related to useful lives of real estate assets, cost
reimbursement income, bad debts, impairment, net lease intangibles,
contingencies and litigation. We base our estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. There can be no assurance that actual results will not differ
from those estimates.
Overview
Our
principal business is the distribution of educational resources through the
Internet. Our website, www.edu-chn.com, is a
comprehensive education network platform which is based on network video
technology and large data sources of education resources. We have a database
comprising such resources as test papers for secondary education courses as well
as video on demand. Our database includes more than 350,000 exams, test papers
and courseware for secondary and elementary schools.
We also
provide on-site teaching services in Harbin, where we have a 36,600 square foot
training facility with 17 classrooms that can accommodate 1,200 students. These
classes complement our on-line education services. The courses cover primarily
the compulsory education curriculum of junior, middle and high school. We charge
tuition fees for these classes.
We
generate revenue through our website by selling prepaid debit cards to our
subscribers. These debit cards permit the subscriber to download materials from
our website over a specified period, usually one year. We recognize revenue from
the debit cards when the students use the debit cards to purchase our products.
To the extent that the debit cards expire unused, we recognize the remaining
balance of the debit card at that time. We also recognize revenue from our other
online education business including the sale of advertising on our website. We
recognize revenue from our training center’s classes ratably over the term of
the course, and we recognize revenue from face-to-face tutorials with students
who attend our training center and face-to-face information technology training
courses.
25
The laws
of the People’s Republic of China provide the government broad power to fix and
adjust prices. We need to obtain government approval in setting our prices for
classroom coursework and tutorials, which affects our revenue in our training
center business. Although the sale of educational material over the Internet is
not presently subject to price controls, we cannot give you any assurance that
they will not be subject to controls in the future. To the extent that we are
subject to price control, our revenue, gross profit, gross margin and net income
will be affected since the revenue we derive from our services will be limited
and we may face no limitation on our costs. Further, if price controls affect
both our revenue and our costs, our ability to be profitable and the extent of
our profitability will be effectively subject to determination by the applicable
PRC regulatory authorities.
Because
students who purchase our on-line programs purchase debit cards for the programs
that they use and students who enroll in our training classes pay their tuition
before starting classes, we do not have significant accounts receivable. As of
June 30, 2010, we had $1,546,937 of accounts receivable, comprised of $890,638
from on-line advertising and $656,299 from the sale of prepaid debit cards sold
to re-sellers.
Our
prepaid expenses at $1,979,032 account for 2.5% of current assets as
of June 30, 2010. Prepaid expenses are primarily comprised of advance
payments made for services to teachers, online materials and video, prepaid
advertising and prepaid rent. As of June 30, 2010, prepayments to teachers and
online materials totaled $298,253, prepayment of rent expense totaled $218,492,
prepayments for advertising totaled $1,256,115, prepaid services and
professional fees totaled $24,087, and other prepaid expenses were $182,085. We
amortize the prepayments to teachers over three months, which is the estimated
life of the testing materials. The prepaid rent related to our Beijing office
and dormitory rental for our training center and the prepayment to teachers
decreases as the materials are delivered and the prepaid rent decreases ratably
during the terms of the leases.
As a
result of both the manner in which we recognize revenue and the manner that we
expense the cost of our materials, there is a difference between our cash flow
and our revenue and cost of revenue.
In our
on-line education business segment, the principal component of cost of sales is
the cost of obtaining new material to offer students as we increase the
available material as well as depreciation related to computer equipment and
software and direct labor cost. Our on-line education business generates a gross
margin of 84.7% and 82.2% for the three months and six months ended June 30,
2010, respectively. The gross margin is affected by the payments we have to make
to the teachers for the materials. In our training center business, the
principal components of cost of sales are costs of the faculty and the
amortization of intangible assets. This business generates a gross margin close
to on-line education business, which was 78.5% and 78.2% for the three months
and six months ended June 30, 2010, respectively. The tuition that we charge our
students at our training center is subject to government approval. As a result,
we may not be able to pass on to our students any increases in costs we incur,
including increased costs of faculty. Our gross margin in the training center is
also affected by the size of our classes.
Our
on-line products and our training services are dependent upon the government's
education policies. Any significant changes in curriculum or testing methods
could render all or a significant portion of our library of test papers and our
training center obsolete and we may have to devote substantial resources in
adapting to the changes.
We have
recently added a platform for training agencies and schools to offer their
services, and we offer job search guidance and career planning courses to
college graduates through this platform. This business has become part of our
online education business, since it is currently largely an Internet-based
activity.
Because
the purchase of both our on-line and our training center is made from
discretionary funds, our business is dependent upon both the economy of the
People’s Republic of China and the perception of students that they will benefit
from improving their ability to perform well on standardized entrance exams for
middle school, high school and university.
26
In
December 2006, we acquired, for approximately $1.0 million, all of the fixed
assets and franchise rights of Harbin Nangang Compass Computer Training
School (“Compass Training School”), which was engaged in the business of
providing on-line education resources to computer vocational training school
students. As a result of this acquisition, we became the exclusive partner of
Beida Qingniao APTEC Software Engineering within Heilongjiang Province in the
PRC for vocational training. The acquisition included materials and resources to
provide on-site education classes and patented course materials. Compass
Training School currently has two principal education programs focused on
network engineering and ACCP software engineering with 9 on-site classrooms and
9 multimedia/computer classrooms at two centers.
We own
70% of Beijing Hua Yu Hui Zhong Technology Development Co., Ltd, which was
formed on September 30, 2006. At the time of its organization, we transferred a
30% interest in this subsidiary to the National Vocational Education Association
of China, a non-profit, quasi-government entity, for no consideration in order
to enable us to work with the Guidance Center’s network to expand our
business.
We are in
the process of introducing new services aimed at students who want
to attend vocational school. These students include high school students
who do not continue their education at universities and university graduates who
are not able to find employment. The core business for our vocation education
will be in three main areas: vocation training, vocational certification, and
career development for college graduates. We have collaborated with the to the
National Vocational Education Association of China in setting up www.360ve.com, which
provides information regarding vocation training schools and vocation training
both on-line and on-site.
On April
18, 2008, ZHLD entered into an agreement and supplementary agreement with Harbin
Daily Newspaper Group (“Newspaper Group”) to invest in a joint venture company,
Harbin New Discovery Media Co., Ltd. Media Co., Ltd. ZHLD contributed RMB 3,000
000 (approximately, $430,000) and Newspaper Group contributed RMB 3,120,000
(approximately, $445,000) towards the registered capital of Harbin New Discovery
Media Co., Ltd. In return for their respective contributions, ZHLD will own
49.02% equity interest and Newspaper Group will own 50.98% equity interest in
Harbin New Discovery Media Co., Ltd. The parties are prohibited, for the
duration of the joint venture from retiring or transferring their equity
interests. This joint venture will create new educational material distribution
channels in readable newspaper format in the future. The value of this
investment as of June 30, 2010 is $333,512.
Pursuant
to the terms of the supplementary agreement, Newspaper Group assigned all their
rights in the “Scientific Discovery” a scientific information newspaper with a
focus on education to introduce scientific knowledge to elementary and secondary
students exclusively,
to the joint venture company, Harbin New Discovery Media Co., Ltd.. In the event
that the rights to “Scientific Discovery” expire because of reason other than a
change in government policies and an inability to defend against or resist such
changes, Newspaper Group is liable to ZHLD for twice the latter’s registered
contribution in the joint venture in liquidated damages. The transaction closed
on July 7, 2008 and as a result, Harbin New Discovery Media Co., Ltd. is now a
49.02% owned equity investment of ZHLD, referred to as a long term investment in
the accompanying balance sheet.
On
April 27, 2008, the Company entered into a Share Transfer Agreement with Mr.
Yuli Guo (the “Vendor”) and World Exchanges, Inc. (“WEI”) to purchase from
Vendor seventy (70) issued and outstanding ordinary shares in WEI, representing
70% of the entire issued share capital of WEI (the “WEI Acquisition”). WEI is
incorporated under the laws of Canada and was organized on December 19, 1991.
WEI has been registered at 30 Denton Avenue, Apartment 2216, Toronto, Canada. In
consideration for the said shares, the Company issued but held in escrow for the
Vendors benefit 400,000 shares of its common stock, with a market value at the
date of issuance of $2.33 per share or $932,000. The Vendor retained the
remaining 30% of the issued share capital of WEI. The Vendor has agreed not to
transfer the shares of the Company to a third party for fifteen (15) years and
to grant the Company a right of first refusal in the event the Vendor is
desirous of selling such shares.
27
WEI
will provide English training programs, English test preparation courses and
overseas study and consulting services in the PRC. Included as part of the WEI
Acquisition, will be the acquisition of five English language schools in various
parts of the PRC. The Vendor owned various percentages of the interests of the
five schools, and according to the transfer agreement, the Vendor was required
to transfer all his interests in the schools to WEI, and complete the necessary
administrative and legal procedures required by the PRC. However, the Vendor has
not, to date, completed all the transfer and legal procedures within the time
period required in the agreement. The WEI acquisition was not fully completed as
of June 30, 2010 and December 31, 2009 due to delays in transferring legal
titles to these five schools. The Company currently is attempting to fully
resolve all outstanding issues related to this acquisition. As of June 30, 2010
and December 31, 2009 the Company’s management decided to exclude the WEI
acquisition from the consolidated financial statements until such time we have
effective control over WEI’s operations which is expected to take place when the
Vendor’s ownership in the five English language schools are legally and
effectively transferred to WEI. Until such transfer occurs WEI has no tangible
assets and liabilities and no operations. As of June 30, 2010 and December 31,
2009 the Company had outstanding advances to WEI of $202,722 and $80,000,
respectively, which were accounted for as advances to related
parties. Management had fully reserved these advances as of June 30,
2010 and December 31, 2009. The resolution of these WEI acquisition matters will
either result in the WEI acquisition being fully completed, or the abandonment
of the WEI acquisition. As of June 30, 2010 and December 31, 2009,
Company management has not reserved their advance on acquisition for WEI,
totaling 400,000 shares of the Company’s common stock valued at $932,000, as
these shares are held in trust by the Company. These shares will either be
returned to the Company or cancelled if the WEI acquisition is not successfully
resolved and concluded.
The
Vendor has not completed the transfer of his interests of all the five English
schools and related PRC legal procedures within the time period required in the
agreement to WEI and as such, we do not have effective control over WEI’s
operations as of June 30, 2010 and December 31, 2009. However, we believe the
Company had both the management and voting control of WEI without inclusion of
the five schools. The value of shares placed in escrow in the Vendors’ behalf
was properly reflected in the financial statements as an advance on
acquisition. We believe that we have properly accounted for the WEI
acquisition under the cost method until such time as the acquisition is
completed or abandoned. WEI does not have a readily determinable
value. Based on EITF 91-5: Nonmonetary Exchange of Cost-Method Investments,
issue # 2, we recognize the investment at its historical cost.
On
January 4, 2009, China Education Alliance’s subsidiary, Harbin Zhong He Li Da
Education Technology, Inc (“ZHLD”) entered into an agreement with Mr. Guang Li
to jointly incorporate and invest in a joint venture company, Zhong He Li Da
(Beijing) Management Consultant Co., Ltd. (“ZHLDBJ”). ZHLD contributed RMB
425,000 (approximately, $62,107), and Mr. Guang Li contributed RMB 75,000
(approximately, $10,960) towards the registered capital of ZHLDBJ, amounting to
a total registered capital of 500,000 RMB (approximately, $73,067). In return
for their respective contributions, ZHLD owns an 85% equity interest, and Mr.
Guang Li owns a 15% equity interest in ZHLDBJ. ZHLD has authorized Mr. Xiqun Yu,
the Company CEO, to hold 20% of its equity interest of ZHLDBJ on its
behalf. ZHLDBJ will be involved in the vocational training
business which includes IT engineering and accounting training, in particular,
in running the “Million Managers Training Program”, with the goal of improving
participants’ management skills and designing a complete solution for the
management, clients and suppliers.
On
February 3, 2010, China Education Alliance, Inc. announced that through its
wholly owned subsidiary, Harbin Zhong He Li Da Education Technology, Inc.
("ZHLD"), it has incorporated a new company in the PRC, Beijing New Shifan
Education & Technology ("New Shifan"), with a registered capital of RMB 1.95
million. New Shifan was created to continue the operations of Beijing Shifan
Culture Communication Co., Ltd. ("Beijing Shifan"). The Company
paid the original owner of Beijing Shifan RMB 6 million
(approximately $878,000) to acquire their expertise, in (i) science and math
education at the secondary education level, (ii) the rights to continue
publishing the magazine “Senior High School Students Mathematic, Physics, and
Chemistry” and (iii) the rights to a nationwide contest for middle school and
high school students. The Company considers the RMB 6 million payment as an
intangible asset whose evaluation and life has not been finalized as of June 30,
2010, accordingly no amortization has been recorded. Beijing Shifan will be
dissolved by the old owner. The focus of New Shifan is on the advancement of
science and mathematics education, the publishing of the "Senior High
School Students Mathematic, Physics, and Chemistry" magazine, which has been
endorsed by the PRC Ministry of Education. Beijing Shifan is also the sponsor
and organizer of a nationwide contest for middle school and high school
students. This national competition tests the students' academic abilities in
mathematics, physics and chemistry. There are over 100,000 students
participating in the contest from 23 provinces in the PRC. Winners of the
contest qualify for enrollment in some of the top universities in the People's
Republic of China. The new company brings significant impact on the secondary
education market in China. Mrs. Yin Xiaojie, the former sole
shareholder, owner and CEO of Beijing Shifan, will take on a management position
at New Shifan and will own 35% of the equity interest in New Shifan, while ZHLD
owns the remaining 65% interest. There has been minimal operating activity from
New Shifan for the three and six months ended June 30, 2010.
28
Significant
Accounting Estimates and Policies
The
discussion and analysis of our financial condition and results of operations is
based upon our financial statements which have been prepared in accordance with
GAAP. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets and
liabilities. On an on-going basis, we evaluate our estimates including the
allowance for doubtful accounts, the salability and recoverability of our
products, income taxes and contingencies. We base our estimates on historical
experience and on other assumptions that we believe to be reasonable under the
circumstances, the results of which form our basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
Property
and equipment are evaluated for impairment whenever indicators of impairment
exist. Accounting standards require that if an impairment indicator is present,
we must assess whether the carrying amount of the asset is unrecoverable by
estimating the sum of the future cash flows expected to result from the asset,
undiscounted and without interest charges. If the recoverable amount is less
than the carrying amount, an impairment charge must be recognized, based on the
fair value of the asset.
Intangible
assets and capitalized software, which we acquired from third parties, are
amortized over the lives of the rights agreements, which is two to five years.
We evaluate the carrying value of the franchise rights and other intangibles
during the fourth quarter of each year and between annual evaluations if events
occur or circumstances change that would more likely than not reduce the fair
value of the intangible asset below its carrying amount. There were no
impairments recorded during the quarter ended June 30, 2010 and
2009.
As part
of the process of preparing our consolidated financial statements, we are
required to estimate our income taxes. This process involves estimating our
current tax exposure together with assessing temporary differences resulting
from differing treatment of items for tax and accounting purposes. These
differences result in deferred tax assets and liabilities. Our deferred tax
asset is from US corporate parent and has been fully resolved. Our US parent
provides corporate and administrative functions for the entire consolidated
Company. We must then assess the likelihood that our deferred tax assets will be
recovered from future taxable income, and, to the extent we believe that
recovery is not likely, we must establish a valuation allowance. To the extent
that we establish a valuation allowance or increase this allowance in a period,
we must include a tax provision or reduce our tax benefit in the statements of
operations. We use our judgment to determine our provision or benefit for income
taxes, deferred tax assets and liabilities and any valuation allowance recorded
against our net deferred tax assets. We believe, based on a number of factors
including historical operating losses that we will not realize the future
benefits of a significant portion of our net deferred tax assets and we have
accordingly provided a full valuation allowance against our deferred tax assets.
However, various factors may cause those assumptions to change in the near
term.
We cannot
predict what future laws and regulations might be passed that could have a
material effect on our results of operations. We assess the impact of
significant changes in laws and regulations on a regular basis and update the
assumptions and estimates used to prepare our financial statements when we deem
it necessary.
We have
determined the significant principles by considering accounting policies that
involve the most complex or subjective decisions or assessments. Our most
significant accounting policies are those related to revenue recognition and
deferred revenue.
29
Revenue
is recognized when the following criteria are met: (1) persuasive evidence of an
arrangement exists; (2) the service has been rendered; (3) the selling price is
fixed or determinable; and (4) collection of the resulting receivable is
reasonably assured. We believe that these criteria are satisfied upon customers’
download of prepaid study materials. Prepaid debit cards allow our subscribers
to purchase a predetermined monetary amount of download materials posted on our
website. Prepaid service contracts are amortized to income on a straight line
basis over the length of the service contract. These service contracts allow the
user to obtain materials for a designed period of time. At the time that the
prepaid debit card is purchased, the receipt of cash is recorded as deferred
revenue. Revenue is recognized in the month when services are actually rendered.
Unused value relating to debit cards is recognized as revenue when the prepaid
debit card has expired. Revenue from advertising on our website is recognized
when the advertisement is run. Since advertising customers are billed monthly,
there are no unearned advertising revenue.
The
Company engages an advertisement agency to manage its on-line advertisement
revenue. Per the contract with this agency, upon posting of an on-line
advertisement on the Company’s website, the Company is entitled to share with
the agency 50% of the amount charged to the on-line advertiser. The Company
recognizes revenue upon posting of an advertisement on their web-site. The
agency is responsible for collection of all ad revenue from advertisers. The
agency is required to make their remittance for on-line advertising six months
after on-line ads are posted on their website.
Prepaid
expenses are primarily comprised of advance payments made for services to
teachers, online materials and video, prepaid advertising and prepaid
rent.
Deferred
revenue includes subscriber prepayments and education fee prepayments.
Subscriber prepayments represent deferred revenue for the purchase of debit
cards used to pay for the online downloading of education materials, including
testing booklets, supplemental materials, and teaching material. We value the
sales based on the actual occurrence of customer download. Therefore, the spare
time between the purchase of debit cards and actual download is recorded under
advances on accounts as deferred or unearned revenues. Once the download takes
place, the amount is then transferred from advances on accounts to sales.
Education fee prepayments represent tuition payments and payments for service
contracts which are amortized over their respective terms.
Recent
Accounting Pronouncements
Recent
accounting pronouncements applicable to the Company are summarized
below.
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In
June 2009, the FASB issued Accounting Standards Update No. 2009-01,
“Generally Accepted Accounting Principles” (ASC Topic 105) which
establishes the FASB Accounting Standards Codification (“the Codification”
or “ASC”) as the official single source of authoritative U.S. generally
accepted accounting principles (“GAAP”). All existing accounting standards
are superseded. All other accounting guidance not included in the
Codification will be considered non-authoritative. The Codification also
includes all relevant Securities and Exchange Commission (“SEC”) guidance
organized using the same topical structure in separate sections within the
Codification. Following the Codification, the Board will not
issue new standards in the form of Statements, FASB Staff Positions or
Emerging Issues Task Force Abstracts. Instead, it will issue Accounting
Standards Updates (“ASU”) which will serve to update the Codification,
provide background information about the guidance and provide the basis
for conclusions on the changes to the Codification. The Codification is
not intended to change GAAP, but it will change the way GAAP is organized
and presented. The Codification was effective for our third-quarter 2009
financial statements and the principal impact on our financial statements
is limited to disclosures as all future references to authoritative
accounting literature will be referenced in accordance with the
Codification. In order to ease the transition to the Codification, we are
providing the Codification cross-reference alongside the references to the
standards issued and adopted prior to the adoption of the
Codification.
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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 adoption of this ASU has had minimal to no impact on our
consolidated financial statements.
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In
December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of
Financial Assets. This Accounting Standards Update amends the FASB
Accounting Standards Codification for the issuance of FASB Statement No.
166, Accounting for
Transfers of Financial Assets—an amendment of FASB Statement No.
140.The amendments in this Accounting Standards Update improve
financial reporting by eliminating the exceptions for qualifying
special-purpose entities from the consolidation guidance and the exception
that permitted sale accounting for certain mortgage securitizations when a
transferor has not surrendered control over the transferred financial
assets. In addition, the amendments require enhanced disclosures about the
risks that a transferor continues to be exposed to because of its
continuing involvement in transferred financial assets. Comparability and
consistency in accounting for transferred financial assets will also be
improved through clarifications of the requirements for isolation and
limitations on portions of financial assets that are eligible for sale
accounting. The Company does not expect the adoption of this ASU to have a
material impact on its consolidated financial
statements.
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In
December, 2009, FASB issued ASU No. 2009-17, Improvements to Financial
Reporting by Enterprises Involved with Variable Interest Entities. This
Accounting Standards Update amends the FASB Accounting Standards
Codification for the issuance of FASB Statement No. 167, Amendments to FASB
Interpretation No. 46(R). The amendments in this Accounting
Standards Update replace the quantitative-based risks and rewards
calculation for determining which reporting entity, if any, has a
controlling financial interest in a variable interest entity with an
approach focused on identifying which reporting entity has the power to
direct the activities of a variable interest entity that most
significantly impact the entity’s economic performance and (1) the
obligation to absorb losses of the entity or (2) the right to receive
benefits from the entity. An approach that is expected to be primarily
qualitative will be more effective for identifying which reporting entity
has a controlling financial interest in a variable interest entity. The
amendments in this Update also require additional disclosures about a
reporting entity’s involvement in variable interest entities, which will
enhance the information provided to users of financial statements. The
Company is currently evaluating the impact of this ASU. The Company does
not expect the adoption of this ASU to have a material impact on its
consolidated financial statements.
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In
January 2010, 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 adoption
of this ASU has had minimal to no impact on our consolidated financial
statements.
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In
January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to
Shareholders with Components of Stock and Cash. The amendments in this
Update clarify that the stock portion of a distribution to shareholders
that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to
receive in the aggregate is considered a share issuance that is reflected
in EPS prospectively and is not a stock dividend for purposes of applying
Topics 505 and 260 (Equity and Earnings Per Share). The amendments in
this update are effective for interim and annual periods ending on or
after December 15, 2009, and should be applied on a retrospective basis.
The adoption of this ASU has had minimal to no impact on our consolidated
financial statements.
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In
January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for
Decreases in Ownership of a Subsidiary – a Scope Clarification. The
amendments in this Update affect accounting and reporting by an entity
that experiences a decrease in ownership in a subsidiary that is a
business or nonprofit activity. The amendments also affect accounting and
reporting by an entity that exchanges a group of assets that constitutes a
business or nonprofit activity for an equity interest in another
entity. The amendments in this update are effective beginning in the
period that an entity adopts SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements – An Amendment of ARB No. 51.” If an
entity has previously adopted SFAS No. 160 as of the date the amendments
in this update are included in the Accounting Standards Codification, the
amendments in this update are effective beginning in the first interim or
annual reporting period ending on or after December 15, 2009. The
amendments in this update should be applied retrospectively to the first
period that an entity adopted SFAS No. 160. The adoption of this ASU did
not have a material impact on the Company’s consolidated financial
statements.
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In
January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about
Fair Value Measurements. This update provides amendments to Subtopic
820-10 that requires new disclosure as follows: 1) Transfers in and
out of Levels 1 and 2. A reporting entity should disclose
separately the amounts of significant transfers in and out of Level 1 and
Level 2 fair value measurements and describe the reasons for the
transfers. 2) Activity in Level 3 fair value
measurements. In the reconciliation for fair value measurements
using significant unobservable inputs (Level 3), a reporting entity should
present separately information about purchases, sales, issuances, and
settlements (that is, on a gross basis rather than as one net number).
This update provides amendments to Subtopic 820-10 that clarifies existing
disclosures as follows: 1) Level of disaggregation. A reporting
entity should provide fair value measurement disclosures for each class of
assets and liabilities. A class is often a subset of assets or liabilities
within a line item in the statement of financial position. A reporting
entity needs to use judgment in determining the appropriate classes of
assets and liabilities. 2) Disclosures about inputs and valuation
techniques. A reporting entity should provide disclosures about the
valuation techniques and inputs used to measure fair value for both
recurring and nonrecurring fair value measurements. Those disclosures are
required for fair value measurements that fall in either Level 2 or Level
3. The new disclosures and clarifications of existing disclosures are
effective for interim and annual reporting periods beginning after
December 15, 2009, except for the disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3 fair
value measurements. Thos disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods within those
fiscal years. The adoption of this ASU has had minimal to no impact on our
consolidated financial statements.
|
-
|
On
March 5, 2010, the FASB issued authoritative guidance to clarify the type
of embedded credit derivative that is exempt from embedded derivative
bifurcation requirements. Specifically, only one form of embedded credit
derivative qualifies for the exemption – one that is related only to the
subordination of one financial instrument to another. As a result,
entities that have contracts containing an embedded credit derivative
feature in a form other than such subordination may need to separately
account for the embedded credit derivative feature. This guidance also has
transition provisions, which permit entities to make a special one-time
election to apply the fair value option to any investment in a beneficial
interest in securitized financial assets, regardless of whether such
investments contain embedded derivative features. This guidance is
effective on the first day of the first fiscal quarter beginning after
June 15, 2010. Early adoption is permitted at the beginning of any fiscal
quarter beginning after March 5, 2010. This amendment is not expected to
have a material impact on the Company’s financial
statements
|
-
|
In
March 2010, FASB issued an authoritative pronouncement regarding the
effect of denominating the exercise price of a share-based payment awards
in the currency of the market in which the underlying equity securities
trades and that currency is different from (1) entity’s functional
currency, (2) functional currency of the foreign operation for which the
employee provides services, and (3) payroll currency of the employee. The
guidance clarifies that an employee share-based payment award with an
exercise price denominated in the currency of a market in which a
substantial portion of the entity’s equity securities trades should be
considered an equity award assuming all other criteria for equity
classification are met. The pronouncement will be effective for interim
and annual periods beginning on or after December 15, 2010, and will be
applied prospectively. Affected entities will be required to record a
cumulative catch-up adjustment for all awards outstanding as of the
beginning of the annual period in which the guidance is adopted. This
amendment is not expected to have a material impact on the Company’s
financial statements.
|
-
|
In
April 2010, the FASB issued Update No. 2010-17, or ASU 2010-17,
Revenue Recognition—Milestone Method, which updates the guidance currently
included under topic 605, Revenue Recognition. ASU 2010-17 provides
guidance on defining the milestone and determining when the use of the
milestone method of revenue recognition for research or development
transactions is appropriate. It provides criteria for evaluating if the
milestone is substantive and clarifies that a vendor can recognize
consideration that is contingent upon achievement of a milestone as
revenue in the period in which the milestone is achieved, if the milestone
meets all the criteria to be considered substantive. ASU 2010-17 is
effective for milestones achieved in fiscal years, and interim periods
within those years, beginning after June 15, 2010 and should be
applied prospectively. Early adoption is permitted. The Company is
currently evaluating the potential impact, if any, of the new accounting
guidance on its consolidated financial
statements.
|
-
|
In
April 2010, the FASB issued an authoritative pronouncement on effect of
denominating the exercise price of a share-based payment award in the
currency of the market in which the underlying equity securities trades
and that currency is different from (1) entity's functional currency, (2)
functional currency of the foreign operation for which the employee
provides services, and (3) payroll currency of the employee. The
pronouncement clarifies that an employee share-based payment award with an
exercise price denominated in the currency of a market in which a
substantial portion of the entity's equity securities trades should not be
considered to contain a condition that is not a market, performance, or
service condition, and therefore should be considered an equity award
assuming all other criteria for equity classification are met. The
pronouncement is for interim and annual periods beginning on or after
December 15, 2010, and will be applied prospectively. Affected companies
will be required to record a cumulative catch-up adjustment for all awards
outstanding as of the beginning of the annual period in which the guidance
is adopted. This amendment is not expected to have a material impact on
the Company’s financial statements.
|
A variety
of proposed or otherwise potential accounting standards are currently under
study by standard setting organizations and various regulatory agencies. Due to
the tentative and preliminary nature of those proposed standards, management has
not determined whether implementation of such proposed standards would be
material to the consolidated statements.
Results
of Operations
Three
Months Ended June 30, 2010 and 2009
The
following table sets forth information from our statements of operations for the
three months ended June 30, 2010 and 2009:
32
(Dollars)
|
||||||||||||||||
Three Months Ended June 30,
|
||||||||||||||||
2010
|
2009
|
|||||||||||||||
Revenue
|
$ | 10,852,096 | 100.0 | % | $ | 8,118,373 | 100.0 | % | ||||||||
Cost
of sales
|
1,796,943 | 16.6 | % | 1,605,876 | 19.8 | % | ||||||||||
Gross
profit
|
9,055,153 | 83.4 | % | 6,512,497 | 80.2 | % | ||||||||||
Income
from operations
|
4,738,833 | 43.7 | % | 3,721,744 | 45.8 | % | ||||||||||
Other
income
|
47,011 | 0.4 | % | 22,105 | 0.3 | % | ||||||||||
Income
before income taxes
|
4,785,844 | 44.1 | % | 3,743,849 | 46.1 | % | ||||||||||
Provision
for income taxes
|
549,966 | 5.1 | % | 507,977 | 6.3 | % | ||||||||||
Net
income
|
4,235,878 | 39.0 | % | 3,235,872 | 39.9 | % | ||||||||||
Less:
Net loss attributable to the noncontrolling interest
|
(21,162 | ) | (0.2 | )% | (40,964 | ) | (0.5 | )% | ||||||||
Net
income - attributable to CEU and Subsidiaries
|
4,257,040 | 39.2 | % | 3,276,836 | 40.4 | % |
The
following table sets forth information as to the gross margin for our three
lines of business for the three months ended June 30, 2010 and
2009:
(Dollars)
|
||||||||
Three Months Ended June 30
|
||||||||
2010
|
2009
|
|||||||
Online Education:
|
||||||||
Revenue
|
$ | 7,386,469 | $ | 5,470,628 | ||||
Cost
of sales
|
1,128,927 | 1,034,312 | ||||||
Gross
profit
|
6,257,542 | 4,436,316 | ||||||
Gross
margin
|
84.7 | % | 81.1 | % | ||||
Training center
|
||||||||
Revenue
|
2,932,222 | 2,007,947 | ||||||
Cost
of sales
|
630,956 | 501,789 | ||||||
Gross
profit
|
2,301,266 | 1,506,158 | ||||||
Gross
margin
|
78.5 | % | 75.0 | % | ||||
Other
|
||||||||
Revenue
|
533,405 | 639,798 | ||||||
Cost
of sales
|
37,060 | 69,775 | ||||||
Gross
profit
|
496,345 | 570,023 | ||||||
Gross
margin
|
93.1 | % | 89.1 | % |
33
Three Months Ended June 30,
2010 and 2009
Revenue
for the three months ended June 30, 2010 (the “June 30, 2010 quarter”) increased
by $2,733,723, or 33.7%, to $10,852,096 compared to $8,118,373 for the three
months ended June 30, 2009 (the “June 30, 2009 quarter”). The increase in
revenue reflects an increase of $1,915,841, or 35.0 % from the online education
division, an increase of $924,275, or 46.0% for the training center, and a
decrease of 106,393, or 16.6% from other revenues, including advertising and
network services. Other revenue is not the focus of our business, and in the
future we will continue to focus on our two main business lines – examination
preparation and vocational training. We will not expect to see significant
changes on the current level of other revenue during this year.
Our
deferred revenue reflects the unearned portion of debit cards sold in the online
division and unearned tuition from training center. The deferred revenue is not
necessarily in direct proportion to our revenue. Usually the Company’s deferred
revenue remains at a relatively low level in relation to revenue from debit
cards, as most students consume their debit cards in a short period, and mostly
tuition are expensed monthly. A change in deferred revenue is not necessarily
related to students’ enrollment, and also has no impact in subsequent
quarters.
We
believe the education market in China is quite large and significantly
fragmented. Our current activities are primarily in the Northeast four provinces
of China. China has about 150 million students aged 6 -18, which are the target
of our education services. In the Northeast four provinces, there are about 10
million students in the 6-18 age group, while the number of student we are
serving is only about 500,000 – 600,000, only about 5% of the
students in our current market. Therefore, we believe that we have great
potential to grow. Our growth will depend on how we penetrate and
expand into the market. Our expansion may take the form of organic growth and
acquisitions and the key to our growth will be the increase in students’
enrollment.
Our
overall cost of sales increased by $191,067 or 11.9% to $1,796,943 in the June
30, 2010 quarter, as compared to $1,605,876 in the June 30, 2009 quarter. The
increase in cost of sales reflects a $94,615 or 9.1% increase in our cost of
sales for the online education division for the period, an increase of $129,167
or 25.7% from our training center division –which is related to the revenue
increase, and $32,715 decrease for the other costs. The online education’s gross
margin increased to 84.7% in the June 30, 2010 quarter from 81.1% in the June
30, 2009 quarter due to the increase of online revenues and relatively stable
costs. For our training centers, gross margin increased to 78.5% in the June 30,
2010 quarter from 75.0% in the June 30, 2009 quarter also due to revenue
increases exceeding costs increases. In the other revenuessegment,
gross margin increased from 89.1% in the June 30, 2009 quarter to 93.1% in the
June 30, 2010 quarter.
Selling
expenses increased by $1,572,316 or 82.5% to $3,478,810 in the June 30, 2010
quarter from $1,906,494 in the June 30, 2009 quarter. Selling expenses
experienced significant increase quarter over quarter, from 23% of total revenue
in the June 30, 2009 quarter to 32% current quarter. Our selling expenses
include media advertising, outdoor advertising agent fees and commissions
associated with sales of our exam prep debit cards and enrollment of onsite
training centers.
Administrative
expenses decreased by $66,514 or 10.4%, to $572,847 in the June 30, 2010 quarter
as compared to $639,361 in the June 30, 2009 quarter. Depreciation and
amortization increased by $19,765, or 8.1%, to $264,663 in the June 30, 2010
quarter, as compared to $244,898, in the June 30, 2009 quarter.
As a
result of the foregoing, the Company had net income of $4,257,040, or $.14 per
share for both basic and diluted, for the June 30, 2010 quarter, as compared
with net income of $3,276,836, or $.15 per share for basic and $.13 for diluted,
for the June 30, 2009 quarter.
Six Months Ended June 30,
2010 and 2009
The
following table sets forth information from our statements of operations for the
six months ended June 30, 2010 and 2009.
34
(Dollars)
|
||||||||||||||||
Six months Ended September 30,
|
||||||||||||||||
2010
|
2009
|
|||||||||||||||
Revenue
|
$ | 19,469,830 | 100.0 | % | $ | 16,322,452 | 100.0 | % | ||||||||
Cost
of sales
|
3,583,247 | 18.4 | % | 3,724,772 | 22.8 | % | ||||||||||
Gross
profit
|
15,886,583 | 81.6 | % | 12,597,680 | 77.2 | % | ||||||||||
Income
from operations
|
8,642,305 | 44.4 | % | 7,096,035 | 43.5 | % | ||||||||||
Other
income
|
111,067 | 0.6 | % | 44,450 | 0.3 | % | ||||||||||
Income
before income taxes
|
8,753,372 | 45.0 | % | 7,140,485 | 43.7 | % | ||||||||||
Provision
for income taxes
|
893,145 | 4.6 | % | 675,132 | 4.1 | % | ||||||||||
Income
before minority interest
|
7,860,227 | 40.4 | % | 6,465,353 | 39.6 | % | ||||||||||
Net
income
|
7,860,227 | 40.4 | % | 6,465,353 | 39.6 | % | ||||||||||
Net
loss attributable to the noncontrolling interests
|
(59,685 | ) | (0.3 | )% | (90,290 | ) | (0.6 | )% | ||||||||
Net
Income - attributable to CEU and Subsidiaries
|
7,919,912 | 40.7 | % | 6,555,643 | 40.2 | % |
The
following table sets forth information as to the gross margin for our three
revenue areas for the six months ended June 30, 2010 and 2009.
(Dollars)
|
||||||||
Six months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
Online Education:
|
||||||||
Revenue
|
$ | 12,617,532 | $ | 10,300,116 | ||||
Cost
of sales
|
2,242,485 | 2,233,419 | ||||||
Gross
profit
|
10,375,047 | 8,066,697 | ||||||
Gross
margin
|
82.2 | % | 78.3 | % | ||||
Training center:
|
||||||||
Revenue
|
5,789,419 | 4,555,046 | ||||||
Cost
of sales
|
1,262,925 | 1,366,439 | ||||||
Gross
profit
|
4,526,494 | 3,188,607 | ||||||
Gross
margin
|
78.2 | % | 70.0 | % | ||||
Advertising:
|
||||||||
Revenue
|
1,062,879 | 1,467,290 | ||||||
Cost
of sales
|
77,837 | 124,914 | ||||||
Gross
profit
|
985,042 | 1,342,376 | ||||||
Gross
margin
|
92.7 | % | 91.5 | % |
Revenue. Revenue increased by
$3,147,378 or 19.3% in for the six months ended June 30, 2010 to $19,469,830 as
compared to $16,322,452 for the same period in 2009, resulting in gross profit
of $15,886,583 and gross margin of 81.6% for the six months ended
June 30, 2010 as compared to gross profit of $12,597,580 and gross margin 77.2%
for the same period in 2009. The increase in revenue reflected increases of
$2,317,416 from our on-line education area, $1,234,373 for our training center
area, and a decrease of $404,411 from our other revenue area. Other revenue is
not the focus of our business, and in the future we will continue to focus on
our two main business lines – examination preparation and vocational training.
We will not expect to see significant changes on the current level of
advertising revenue during this year.
35
Cost of sales. Our overall
cost of sales decreased by $141,525 to $3,583,247 for the six months ended June
30, 2010 as compared to $3,724,772 for the same period in 2009. The cost
decrease occurred during the first quarter of this year due to the flat growth
during that period. For the six month ended June 30, 2010, our on-line education
area’s cost of sales experienced a slight increase of $9,066, or
0.4%. For our training centers and other areas, costs decreased
$103,514 and $47,077 respectively. The decrease of costs from our training
center division is due to the low cost in our IT training center. At our IT
center, most teachers are our own employees, and the cost for an
employee-teacher is only about one tenth of contracted non-employee
teachers.
The
on-line training area gross margin increased to 82.2% for the six months ended
June 30, 2010 from 78.3% for the same period in
2009. Our training center area gross margin increased to 78.2% for the six months ended
June 30, 2010 from 70.0% for the same period in 2009. In the other areas,
gross margin kept at above 90% for the six months both at the June 30, 2010 and
2009.
Selling expenses. Selling
expenses increased by $1,602,582, or 38.9%, to $5,719,764 for the six months
ended June 30, 2010 from $4,117,182 for the same period in 2009. The second
quarter of the year experienced more increases in selling expenses.
Administrative expenses.
Administrative expenses increased by 132,928, or 14.9% to $1,027,040 for the
first six months in 2010 as compared to $894,112 in 2009. Depreciation
and amortization expenses changed very slightly due to some intangible and fixed
assets having been fully depreciated.
Interest income. Interest
income increased by $48,996, or 101% to $97,535 for the six months ended
June 30, 2010 as compared to $48,539 for the same period in 2009.
Income Taxes. The provision
for income tax increased by $218,103, or 32.3% for the six months ended June 30,
2010 compared to the same period of last year. In 2010, the
applicable income tax rate for the Company is 15% for the Company’s subsidiary
ZHLD, as ZHLD had been approved by the local government as being involved in a
high technology industry. Otherwise, the regular Chinese statutory tax rate is
at 25%. The Company’s ZETC subsidiary is currently exempt from PRC
taxation, as it operates a business enterprise engaged in educational
opportunities. The Company’s other subsidiaries; BHYHZ, ZHLDBJ and
New Shifan are taxed at the PRC regular statutory rate (25%), and have not
accrued for taxes since inception, due to recurring losses or no income incurred
since inception.
Net income. As a result of the
foregoing, we had net income of $7,919,912, or $0.25 per share basic and
diluted, for the six months ended June 30, 2010, as compared with net income of
$6,555,643 or $0.30 per share basic and $0.27 per share diluted, for the six
months ended June 30, 2009. The decreased EPS is due to the increased number of
shares outstanding.
Liquidity and Capital
Resources
Our
current assets primarily consist of cash, prepaid expenses, and account
receivables. We do not have inventory. Our prepaid expenses are primarily
advance payments made to teachers for on-line materials, prepaid advertisement,
prepaid rent, and other prepayments. Our account receivables are
primarily from our advertising business on our website.
36
At June
30, 2010, we had cash and cash equivalents of $74,690,538, an increase of
$9,655,206 or 14.8%, from $65,035,332 at December 31, 2009. This increase
reflected the net income generated by our business during the six months ended
June 30, 2010.
Our net
cash provided by operating activities was $10,134,641 for the six months ended
June 30, 2010, an increase of $1,733,986 or 20.6% from $8,400,655 for the six
months ended June 30, 2009. This increase was due to an increase in net income
along with the decrease of prepaid expenses and accounts
receivable.
As of
June 30, 2010, we had working capital of $75,197,844, an increase of $8,460,350
from working capital of $66,737,494 at December 31, 2009. We consider our
current working capital and borrowing capabilities adequate to cover our planned
operating and capital requirements.
Accounts
payable and accrued expenses as of June 30, 2010, were $2,175,755, an increase
of $919,764, or 73.2%, from $1,255,991 at December 31, 2009.
We
believe that our working capital, together with our cash flow from operations
will be sufficient to enable us to meet our cash requirements for the next 12
months. However, we may incur additional expenses as we seek to expand our
business to offer services in other parts of the People’s Republic of China as
well as to market and continue the development of our vocational training
activities, and it is possible that we may require additional funding for that
purpose. It is possible that we may seek to acquire one or more businesses in
the education field, and we may require financing for that purpose. We cannot
assure you that funding will be available if and when we require
funding.
Off-Balance
Sheet Arrangements
As of
June 30, 2010, we had no off-balance sheet arrangements
Item 3. Quantitative and Qualitative
Disclosures About Market Risk.
We
currently do not hold or use any derivative or other financial instruments that
expose us to substantial market risk and we have no foreign exchange
contracts.
We are
exposed to foreign exchange risk arising from fluctuations in the exchange rate
between U.S. Dollars and Renminbi. Our operations are located in the People’s
Republic of China and substantially all of our revenues and assets are
denominated in Renminbi. However our reporting currency is the U.S.Dollar and
some of our expenses are denominated in U.S. Dollars. As a result, our financial
results are potentially subject to the impact of changes in value between U.S.
Dollars and Renminbi. If the Renminbi depreciates relative to the U.S. Dollar,
the value of our revenues, earnings and assets as reported in our financial
statements will decline.
Item
4. Controls and Procedures.
Evaluation
of our Disclosure Controls
As of the
end of the period covered by this Quarterly Report on Form 10-Q, our principal
executive officer and principal financial officer have evaluated the
effectiveness of our “disclosure controls and procedures” (“Disclosure
Controls”). Disclosure Controls, as defined in Rule 13a-15(e) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), are procedures that are
designed with the objective of ensuring that information required to be
disclosed in our reports filed under the Exchange Act, such as this Quarterly
Report, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and forms.
Disclosure Controls are also designed with the objective of ensuring that such
information is accumulated and communicated to our management, including the CEO
and CFO, as appropriate to allow timely decisions regarding required disclosure.
Our management, including the CEO and CFO, does not expect that our Disclosure
Controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions.
37
Based
upon their controls evaluation, our CEO and CFO have concluded that our
Disclosure Controls are effective at a reasonable assurance level.
Changes
in internal control over financial reporting
There
have been no changes in our internal controls over financial reporting during
our second fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
PART
II - OTHER INFORMATION
Item 1. Legal
Proceedings.
There is
no material legal proceeding pending against us.
Item
1A. Risk Factors
There
have not been any material changes to the Company’s risk factors from its to our
Annual Report on Form 10-K on June 7, 2010.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. (Removed and Reserved).
Item
5. Other Information
Not
applicable.
Item
6. Exhibits
Copies of
the following documents are included as exhibits to this report pursuant to Item
601 of Regulation S-K.
Exhibit
No.
|
SEC
Ref. No.
|
Title
of Document
|
||
1
|
31.1
|
Certification
of the Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *
|
||
2.
|
31.2
|
Certification
of the Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *
|
||
3
|
32.1
|
Certification
of the Principal Executive Officer pursuant to U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
|
||
4
|
32.2
|
Certification
of the Principal Financial Officer pursuant to U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
|
* The Exhibits attached to
this Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to
liability under that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing.
38
SIGNATURES
In
accordance with the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CHINA
EDUCATION ALLIANCE, INC.
|
|
Date:
August 10, 2010
|
|
/s/
Xiqun Yu
|
|
Xiqun
Yu
|
|
Chief
Executive Officer and President (Principal
Executive
Officer)
|
Date:
August 10, 2010
|
|
/s/
Zibing Pan
|
|
Zibing
Pan
|
|
Chief
Financial Officer (Principal Financial
and
Accounting
Officer)
|
39