Attached files
file | filename |
---|---|
EX-4.2 - China Housing & Land Development, Inc. | v193456_ex4-2.htm |
EX-4.3 - China Housing & Land Development, Inc. | v193456_ex4-3.htm |
EX-4.1 - China Housing & Land Development, Inc. | v193456_ex4-1.htm |
EX-32.2 - China Housing & Land Development, Inc. | v193456_ex32-2.htm |
EX-31.2 - China Housing & Land Development, Inc. | v193456_ex31-2.htm |
EX-31.1 - China Housing & Land Development, Inc. | v193456_ex31-1.htm |
EX-32.1 - China Housing & Land Development, Inc. | v193456_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
x QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended June 30, 2010
¨ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the
transition period from ________________ to _______________
000-51429
(Commission
file number)
CHINA
HOUSING & LAND DEVELOPMENT, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
20-1334845
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer Identification
No.)
|
6 Youyi
Dong Lu, Han Yuan 4 Lou
Xi'An,
Shaanxi Province
China
710054
(Address
of principal executive offices)
86-029-8258-2632
(Issuer's
telephone number)
N/A
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes 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 o 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 ¨
|
Non-accelerated filer ¨
(Do not check if a smaller
reporting company)
|
Smaller reporting company
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No x
The
number of shares of Common Stock outstanding on August 11, 2010 was 33,083,354
shares.
CHINA
HOUSING & LAND DEVELOPMENT, INC.
Index
|
Page
Number
|
|||
PART
I
|
FINANCIAL
INFORMATION
|
|||
Item
1.
|
Financial
Statements
|
3
|
||
|
||||
Interim
Condensed Consolidated Balance Sheets as of June 30, 2010 (unaudited) and
December 31, 2009
|
3
|
|||
Interim
Condensed Consolidated Statements of Income for the three and six months
ended June 30, 2010 and 2009 (unaudited)
|
4
|
|||
Interim
Condensed Consolidated Statements of Comprehensive Income for the three
and six months ended June 30, 2010 and 2009 (unaudited)
|
5
|
|||
Interim
Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 2010 and 2009 (unaudited)
|
6
|
|||
Interim
Condensed Consolidated Statements of Shareholders’
Equity
|
7
|
|||
Notes
to Interim Condensed Consolidated Financial Statements
(unaudited)
|
8
|
|||
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
19
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
40
|
||
Item
4.
|
Controls
and Procedures
|
41
|
||
PART
II.
|
OTHER
INFORMATION
|
|||
Item
1.
|
Legal
Proceedings
|
42
|
||
Item
1A.
|
Risk
Factors
|
42
|
||
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
42
|
||
Item
3.
|
Defaults
Upon Senior Securities
|
42
|
||
Item
4.
|
(Removed
and Reserved)
|
42
|
||
Item
5.
|
Other
Information
|
42
|
||
Item
6.
|
Exhibits
|
42
|
||
SIGNATURES
|
43
|
|||
EX-31.1
|
(Certifications
required under Section 302 of the Sarbanes-Oxley Act of
2002)
|
|||
EX-31.2
|
(Certifications
required under Section 302 of the Sarbanes-Oxley Act of
2002)
|
|||
EX-32.1
|
(Certifications
required under Section 906 of the Sarbanes-Oxley Act of
2002)
|
|||
EX-32.2
|
(Certifications
required under Section 906 of the Sarbanes-Oxley Act of
2002)
|
2
PART I.
FINANCIAL INFORMATION
Item
1. Financial Statements
CHINA
HOUSING & LAND DEVELOPMENT, INC. AND SUBSIDIARIES
Interim Condensed
Consolidated Balance Sheets
As of
June 30, 2010 and December 31, 2009
(Unaudited)
June 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Cash
and cash equivalents
|
$
|
68,316,347
|
$
|
36,863,216
|
||||
Cash
– restricted
|
779,672
|
701,017
|
||||||
Accounts
receivable, net of allowance for doubtful accounts of $392,550 and
$389,996, respectively
|
8,966,489
|
6,088,482
|
||||||
Other
receivables and prepaid expenses
|
4,029,933
|
2,484,221
|
||||||
Real
estate held for development or sale
|
109,755,284
|
103,003,529
|
||||||
Property
and equipment, net
|
15,283,212
|
15,307,478
|
||||||
Asset
held for sale
|
14,720,084
|
14,301,564
|
||||||
Advance
to suppliers
|
652,859
|
10,368,386
|
||||||
Deposits
on land use rights
|
53,114,051
|
28,084,346
|
||||||
Intangible
assets, net
|
41,625,895
|
41,355,134
|
||||||
Goodwill
|
821,815
|
816,469
|
||||||
Deferred
financing costs
|
475,628
|
411,457
|
||||||
Total
assets
|
$
|
318,541,269
|
$
|
259,785,299
|
||||
LIABILITIES
|
||||||||
Accounts
payable
|
$
|
16,735,426
|
$
|
20,706,263
|
||||
Advances
from customers
|
40,796,137
|
21,301,876
|
||||||
Accrued
expenses
|
2,506,148
|
5,587,837
|
||||||
Payable
for acquisition of businesses
|
6,663,588
|
5,916,354
|
||||||
Income
and other taxes payable
|
11,463,416
|
8,194,659
|
||||||
Other
payables
|
4,771,743
|
4,524,288
|
||||||
Loans
from employees
|
4,853,646
|
2,864,824
|
||||||
Loans
payable
|
52,348,301
|
36,185,705
|
||||||
Deferred
tax liability
|
13,723,678
|
11,505,181
|
||||||
Warrants
liability
|
2,537,867
|
5,074,191
|
||||||
Fair
value of embedded derivatives
|
4,037,264
|
3,991,047
|
||||||
Convertible
debt
|
15,510,095
|
14,834,987
|
||||||
Mandatorily
redeemable noncontrolling interests in Subsidiaries
|
51,570,844
|
-
|
||||||
Total
liabilities
|
227,518,153
|
140,687,212
|
||||||
SHAREHOLDERS'
EQUITY
|
||||||||
Common
stock: $.001 par value, authorized 100,000,000 shares
|
||||||||
issued
and outstanding 33,065,386 and 31,884,969, respectively
|
33,065
|
31,885
|
||||||
Additional
paid in capital
|
40,745,457
|
35,461,706
|
||||||
Common
stock subscribed
|
-
|
252,118
|
||||||
Statutory
reserves
|
4,922,248
|
4,922,248
|
||||||
Retained
earnings
|
34,352,016
|
39,895,179
|
||||||
Accumulated
other comprehensive income
|
10,970,330
|
10,163,483
|
||||||
Total
China Housing & Land Development, Inc. shareholders’
equity
|
91,023,116
|
90,726,619
|
||||||
Noncontrolling
interests
|
-
|
28,371,468
|
||||||
Total
shareholders' equity
|
91,023,116
|
119,098,087
|
||||||
Total
liabilities and shareholders' equity
|
$
|
318,541,269
|
$
|
259,785,299
|
The
accompanying notes are an integral part of these interim condensed consolidated
financial statements.
3
CHINA
HOUSING & LAND DEVELOPMENT, INC. AND SUBSIDIARIES
Interim
Condensed Consolidated Statements of Income (Loss)
For The
Three and Six Months Ended June 30, 2010 and 2009
(Unaudited)
3
Months
|
3
Months
|
6
Months
|
6
Months
|
|||||||||||||
June 30,
2010
|
June 30,
2009
|
June 30,
2010
|
June 30,
2009
|
|||||||||||||
REVENUES
|
||||||||||||||||
Sale
of properties
|
$ | 35,220,386 | $ | 21,180,940 | $ | 67,611,447 | $ | 34,106,809 | ||||||||
Other
income
|
1,373,409 | 1,534,893 | 2,555,262 | 2,536,951 | ||||||||||||
Total
revenues
|
36,593,795 | 22,715,833 | 70,166,709 | 36,643,760 | ||||||||||||
COST
OF SALES
|
||||||||||||||||
Cost
of sales of properties
|
25,691,338 | 15,016,997 | 52,253,225 | 24,138,943 | ||||||||||||
Cost
of other income
|
576,854 | 491,387 | 1,113,627 | 950,900 | ||||||||||||
Total
cost of sales
|
26,268,192 | 15,508,384 | 53,366,852 | 25,089,843 | ||||||||||||
Gross
margin
|
10,325,603 | 7,207,449 | 16,799,857 | 11,553,917 | ||||||||||||
OPERATING
EXPENSES
|
||||||||||||||||
Selling,
general, and administrative expenses
|
3,758,565 | 1,942,946 | 6,296,449 | 3,351,770 | ||||||||||||
Security
registration expenses
|
- | 606,742 | - | 1,206,742 | ||||||||||||
Other
expenses
|
65,381 | 150,327 | 188,032 | 190,123 | ||||||||||||
Interest
expense
|
447,475 | 446,899 | 954,500 | 784,977 | ||||||||||||
Accretion
expense on convertible debt
|
345,926 | 296,164 | 675,108 | 577,986 | ||||||||||||
Total
operating expenses
|
4,617,347 | 3,443,078 | 8,114,089 | 6,111,598 | ||||||||||||
NET
INCOME FROM BUSINESS OPERATION
|
5,708,256 | 3,764,371 | 8,685,768 | 5,442,319 | ||||||||||||
CHANGE
IN FAIR VALUE OF DERIVATIVES
|
||||||||||||||||
Loss
on extinguishment of debt
|
2,180,492 | - | 2,180,492 | - | ||||||||||||
Change
in fair value of embedded derivatives
|
(1,307,129 | ) | 5,836,616 | (1,873,335 | ) | 5,712,578 | ||||||||||
Change
in fair value of warrants
|
(2,242,663 | ) | 7,222,727 | (2,797,264 | ) | 7,055,488 | ||||||||||
Total
change in fair value of derivatives
|
(1,369,300 | ) | 13,059,343 | (2,490,107 | ) | 12,768,066 | ||||||||||
Income
(loss) before provision for income taxes and noncontrolling
interest
|
7,077,556 | (9,294,972 | ) | 11,175,875 | (7,325,747 | ) | ||||||||||
Provision
for income taxes
|
1,531,461 | 1,347,914 | 2,540,992 | 2,061,555 | ||||||||||||
Recovery
of deferred income taxes
|
(21,851 | ) | - | (50,997 | ) | - | ||||||||||
Net
income (loss)
|
5,567,946 | (10,642,886 | ) | 8,685,880 | (9,387,302 | ) | ||||||||||
Charge
to noncontrolling interest
|
- | 145,899 | (14,229,043 | ) | 193,034 | |||||||||||
NET
INCOME (LOSS) ATTRIBUTABLE TO CHINA HOUSING & LAND
DEVELOPMENT, INC.
|
$ | 5,567,946 | $ | (10,496,987 | ) | $ | (5,543,163 | ) | $ | (9,194,268 | ) | |||||
WEIGHTED
AVERAGE SHARES OUTSTANDING
|
||||||||||||||||
Basic
|
33,065,386 | 30,932,745 | 32,824,416 | 30,913,359 | ||||||||||||
Diluted
|
35,302,785 | 30,938,070 | 34,752,732 | 30,916,036 | ||||||||||||
NET
INCOME (LOSS) PER SHARE
|
||||||||||||||||
Basic
|
$ | 0.17 | $ | (0.34 | ) | $ | (0.17 | ) | $ | (0.30 | ) | |||||
Diluted
|
$ | 0.13 | $ | (0.34 | ) | $ | (0.20 | ) | $ | (0.30 | ) |
The
accompanying notes are an integral part of these interim condensed consolidated
financial statements.
4
CHINA
HOUSING & LAND DEVELOPMENT, INC. AND SUBSIDIARIES
Interim
Condensed Consolidated Statements of Comprehensive Income (Loss)
For The
Three and Six Months Ended June 30, 2010 and 2009
(Unaudited)
3
Months
|
3
Months
|
6
Months
|
6
Months
|
|||||||||||||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
|||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
NET
INCOME (LOSS)
|
$ | 5,567,946 | $ | (10,642,886 | ) | $ | 8,685,880 | $ | (9,387,302 | ) | ||||||
OTHER
COMPREHENSIVE INCOME (LOSS)
|
||||||||||||||||
Gain
(loss) in foreign exchange
|
834,531 | 51,713 | 806,847 | (311,420 | ) | |||||||||||
COMPREHENSIVE
INCOME (LOSS)
|
6,402,477 | (10,591,173 | ) | 9,492,727 | (9,698,722 | ) | ||||||||||
Charge
to noncontrolling interest
|
- | 145,899 | (14,229,043 | ) | 193,034 | |||||||||||
Comprehensive
income (loss) attributable to China Housing & Land Development,
Inc.
|
$ | 6,402,477 | $ | (10,445,274 | ) | $ | (4,736,316 | ) | $ | (9,505,688 | ) |
The
accompanying notes are an integral part of these interim condensed consolidated
financial statements.
5
CHINA
HOUSING & LAND DEVELOPMENT INC. AND SUBSIDIARIES
Interim
Condensed Consolidated Statements of Cash Flows
For The
Six Months Ended June 30, 2010 and 2009
(Unaudited)
June
30,
|
June
30,
|
|||||||
2010
|
2009
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
income (loss)
|
$ | 8,685,880 | $ | (9,387,302 | ) | |||
Adjustments
to reconcile net income to cash provided by (used in) operating
activities:
|
||||||||
Bad
debt recovery
|
- | (275,265 | ) | |||||
Depreciation
|
593,498 | 315,026 | ||||||
Gain
on disposal of property and equipment
|
(23,292 | ) | (16,200 | ) | ||||
Amortization
of deferred financing costs
|
77,391 | 77,391 | ||||||
Recovery
of future income taxes
|
(50,997 | ) | - | |||||
Loss
on extinguishment of debt
|
2,180,492 | - | ||||||
Change
in fair value of embedded derivatives
|
(1,873,335 | ) | 5,712,578 | |||||
Change
in fair value of warrants
|
(2,797,264 | ) | 7,055,488 | |||||
Accretion
expense on convertible debt
|
675,108 | 577,986 | ||||||
Non-cash
proceeds from sales
|
- | (23,804 | ) | |||||
(Increase)
decrease in assets:
|
||||||||
Accounts
receivable
|
(2,554,513 | ) | (2,689,972 | ) | ||||
Other
receivable and prepaid expense
|
(1,529,450 | ) | (838,539 | ) | ||||
Real
estate held for development or sale
|
4,205,242 | (33,922,050 | ) | |||||
Advances
to suppliers
|
9,424,848 | 13,738 | ||||||
(Deposit)
refund on land use rights
|
(24,680,429 | ) | 13,363,368 | |||||
Deferred
financing costs
|
(140,684 | ) | - | |||||
Increase
(decrease) in liabilities:
|
||||||||
Accounts
payable
|
(4,134,870 | ) | 3,205,445 | |||||
Advances
from customers
|
19,230,257 | 922,457 | ||||||
Accrued
expense
|
5,615,440 | 790,270 | ||||||
Other
payable
|
207,410 | (3,191,392 | ) | |||||
Income
and other taxes payable
|
3,204,854 | 2,031,450 | ||||||
Accrued
security registration expenses
|
- | 1,206,742 | ||||||
Net
cash provided by (used in) operating activities
|
16,315,586 | (15,072,585 | ) | |||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Change
in restricted cash
|
(73,606 | ) | 52,887 | |||||
Purchase
of property and equipment
|
(970,673 | ) | (478,557 | ) | ||||
Notes
receivable collected
|
- | 149,549 | ||||||
Cash
acquired from acquisition of business
|
2,179 | 519,309 | ||||||
Proceed
from sale of property and equipment
|
- | 194,006 | ||||||
Net
cash (used in) provided by investing activities
|
(1,042,100 | ) | 437,194 | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Investment
and advances from noncontrolling interest
|
- | 267,605 | ||||||
Loans
from bank
|
31,491,680 | - | ||||||
Payments
on loans payable
|
(15,678,807 | ) | (11,127,389 | ) | ||||
Loans
from or repayment to employees, net
|
1,956,931 | 670,493 | ||||||
Repayment
of payables for acquisition of businesses
|
(2,022,431 | ) | (2,533,242 | ) | ||||
Proceeds
from exercise of warrants
|
- | 320,815 | ||||||
Net
cash provided by (used in) financing activities
|
15,747,373 | (12,401,718 | ) | |||||
INCREASE/(DECREASE)
IN CASH AND CASH EQUIVALENTS
|
31,020,859 | (27,037,109 | ) | |||||
Effects
on foreign currency exchange
|
432,272 | (254,631 | ) | |||||
CASH
AND CASH EQUIVALENTS, beginning of period
|
36,863,216 | 37,425,340 | ||||||
CASH
AND CASH EQUIVALENTS, end of period
|
$ | 68,316,347 | $ | 10,133,600 |
The
accompanying notes are an integral part of these interim condensed consolidated
financial statements.
6
CHINA
HOUSING & LAND DEVELOPMENT, INC. AND SUBSIDIARIES
Condensed
Consolidated Statements of Shareholders' Equity
As of
June 30, 2010 and December 31, 2009
(Unaudited)
Common
Stock
|
Common
stock
|
Paid
in
|
Statutory
|
Retained
|
Comprehensive
|
Noncontrolling
|
||||||||||||||||||||||||||||||
|
Shares
|
Par
Value
|
subscribed
|
capital
|
reserves
|
earnings
|
income
|
Interest
|
Totals
|
|||||||||||||||||||||||||||
BALANCE,
December 31, 2009
|
31,884,969 | $ | 31,885 | $ | 252,118 | $ | 35,461,706 | $ | 4,922,248 | $ | 39,895,179 | $ | 10,163,483 | $ | 28,371,468 | $ | 119,098,087 | |||||||||||||||||||
Common
stock issued on exercise of stock options
|
62,014 | 62 | (252,118 | ) | 252,056 | - | - | - | - | - | ||||||||||||||||||||||||||
Common
stock issued for acquisition of Suodi
|
1,118,403 | 1,118 | - | 5,031,695 | - | - | - | - | 5,032,813 | |||||||||||||||||||||||||||
Non-controlling
interest reclassified to mandatorily redeemable preferred
stock
|
- | - | - | - | - | - | - | (28,371,468 | ) | (28,371,468 | ) | |||||||||||||||||||||||||
Net
income
|
- | - | - | 3,117,934 | 3,117,934 | |||||||||||||||||||||||||||||||
Charge
to noncontolling interest
|
- | - | - | - | - | (14,229,043 | ) | - | - | (14,229,043 | ) | |||||||||||||||||||||||||
Foreign
currency translation adjustment
|
- | - | - | - | - | - | (27,684 | ) | - | (27,684 | ) | |||||||||||||||||||||||||
BALANCE,
March 31, 2010
|
33,065,386 | 33,065 | - | 40,745,457 | 4,922,248 | 28,784,070 | 10,135,799 | - | 84,620,639 | |||||||||||||||||||||||||||
Net
income
|
- | - | - | - | - | 5,567,946 | - | - | 5,567,946 | |||||||||||||||||||||||||||
Foreign
currency translation adjustment
|
- | - | - | - | - | - | 834,531 | - | 834,531 | |||||||||||||||||||||||||||
BALANCE,
June 30, 2010
|
33,065,386 | $ | 33,065 | $ | - | $ | 40,745,457 | $ | 4,922,248 | $ | 34,352,016 | $ | 10,970,330 | $ | - | $ | 91,023,116 |
The
accompanying notes are an integral part of these interim condensed consolidated
financial statements.
7
CHINA
HOUSING & LAND DEVELOPMENT, INC. AND SUBSIDIARIES
Notes
To Interim Condensed Consolidated Financial Statements
(Unaudited)
Note
1 – Organization and Basis of Presentation
China
Housing & Land Development, Inc., (the “Company”) is a Nevada corporation,
incorporated on July 6, 2004 under the name Pacific Northwest Productions Inc.,
(“Pacific”). On May 5, 2006, the Company changed its name to China Housing &
Land Development, Inc.
The
accompanying unaudited interim condensed consolidated financial statements
include the accounts of the Company and its subsidiaries, Xi'an Tsining Housing
Development Company Inc. ("Tsining"), Xi'an New Land Development Co. ("New
Land"), Manstate Assets Management Limited (“Manstate”), Xi’an Xinxing
Property Management Co., Ltd. (“Xinxing Property”), Puhua (Xi’an) Real Estate
Development Co., Ltd (“Puhua”) and Success Hill Investments Limited (“Success
Hill”), Wayfast Holdings Limited (“Wayfast”), Clever Advance Limited (“Clever
Advance”), Gracemind Holdings Limited (“Gracemind”), Treasure Asia Holdings
Limited (Treasure Asia”), Suodi Co., Ltd. (“Suodi”) (see Note 2) and
XinXing FangZhou Housing Development Co., Ltd. (“FangZhou”) (collectively, the
"Subsidiaries"). FangZhou was incorporated on March 31, 2010 for future real
estate development projects. All inter-company balances and transactions have
been eliminated on consolidation. The accompanying unaudited interim condensed
consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America
(“GAAP”).
In the
opinion of management, the unaudited interim condensed consolidated financial
statements reflect all adjustments necessary for a fair statement of the
Company's consolidated financial position as at June 30, 2010 and results of
operations and cash flows for the periods ended June 30, 2010 and 2009. These
adjustments consist of normal recurring items. The results of operations for any
interim period are not necessarily indicative of results for the full
year.
The
unaudited interim condensed consolidated financial statements are based on
accounting principles that are consistent in all material respects with those
applied in the Company’s Annual Report on Form 10-K for the year ended December
31, 2009 (“2009 Annual Report”); except as disclosed below. They do not include
certain footnote disclosures and financial information normally included in
annual consolidated financial statements prepared in accordance with GAAP and,
therefore, should be read in conjunction with the audited consolidated
financial statements and notes included in the Company's 2009 Annual
Report.
Accounting
Principles Recently Adopted
In
June 2009, the FASB issued FASB Accounting Standard Update (“ASU”) No.
2009-17, “Consolidations (Topic 810): Improvement to Financial Reporting by
Enterprises Involved with Variable Interest Entities”. ASU No. 2009-17
eliminates certain scope exceptions previously permitted, provides additional
guidance for determining whether an entity is a variable interest entity, and
require companies to more frequently reassess whether they must consolidate
variable interest entities. The changes also replace the previously required
quantitative approach to determining the primary beneficiary of a variable
interest entity with a requirement for an enterprise to perform a qualitative
analysis to determine whether the enterprise’s variable interest or interests
give it a controlling financial interest in a variable interest entity. The
adoption on January 1, 2010 of this standard did not have a material effect on
the Company’s unaudited consolidated financial statements, as the Company does
not currently have any variable interest or interests that give it a controlling
financial interest in a variable interest entity.
In
January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and
Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements”.
ASU No. 2010-06 amends existing disclosure requirements about fair value
measurement and clarifies and provides additional disclosure requirements
related to recurring and non-recurring fair value measurements. ASU No. 2010-06
became effective for the Company on January 1, 2010. The adoption of this ASU
did not have a material impact on the Company‘s unaudited interim condensed
consolidated financial statements.
In
February 2010, the FASB issued ASU 2010-09, “Subsequent Events (ASC Topic 855)
Amendments to Certain Recognition and Disclosure Requirements”. ASU
2010-09 requires SEC filers to evaluate subsequent events through the date the
financial statements are issued and removes the requirement to disclose a date
in both issued and revised financial statements through which subsequent events
were evaluated. The Company adopted the pronouncement for the
interim periods ending after March 31, 2010. The adoption did not
have a material effect on the Company’s financial position or results of
operations.
8
Note
1 – Organization and Basis of Presentation
New
Accounting Pronouncement Not Yet Adopted
In March
2010, the FASB issued ASU No. 2010-11, “Scope Exception Related to Embedded
Credit Derivatives”. The provisions of ASU 2010-11 amend ASC Topic 815,
“Derivatives and Hedging”, to provide clarification on the bifurcation scope
exception for embedded credit derivative features. ASU 2010-11 is effective for
interim and annual reporting periods beginning on July 1, 2010. The provision of
ASU 2010-11 is not expected to have an impact on the Company’s consolidated
financial statements.
In April
2010, the FASB issued ASU 2010-13 “Compensation—Stock Compensation (Topic 718):
Effect of Denominating the Exercise Price of a Share-Based Payment Award in the
Currency of the Market in Which the Underlying Equity Security Trades”. ASU
2010-13 updates ASC 718 to codify the consensus reached in EITF Issue No. 09-J,
“Effect of Denominating the Exercise Price of a Share-Based Payment Award in the
Currency of the Market in Which the Underlying Equity Security Trades”. ASU
2010-13 clarifies that share-based payment awards with an exercise price
denominated in the currency of a market in which a substantial portion of the
underlying equity security trades should not be considered to meet the criteria
requiring classification as a liability. The updated guidance is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2010. Early adoption is permitted. The provision of ASU
2010-13 is not expected to have an impact on the Company’s consolidated
financial statements.
In July
2010, the FASB issued ASU 2010-20 “Disclosures about the Credit Quality of
Financing Receivables and the Allowance for Credit Losses” which expands the
disclosure requirements concerning the credit quality of an entity’s financing
receivables and its allowance for credit losses. ASU 2010-20 is effective for
interim and annual reporting periods beginning on or after December 15, 2010.
The Company does not expect the adoption of this guidance will have a material
impact on the Company’s consolidated financial statements.
Foreign
exchange rates used:
June
30,
2010
|
December
31,
2009
|
June
30,
2009
|
||||||||||
Period end
RMB/U.S. Dollar exchange rate
|
6.7815
|
6.8259
|
6.8302
|
|||||||||
Average
RMB/U.S. Dollar exchange rate
|
6.8238
|
6.8307
|
6.8293
|
Reclassification
Certain
reclassifications have been made to the prior periods’ financial statements
to conform to the 2010 presentation. The effects of the reclassifications were
not material to the Company’s unaudited interim condensed consolidated financial
statements.
Note
2 – Acquisition
On
January 15, 2010, Tsining signed an equity purchase agreement with the
shareholders of Suodi and acquired 100% ownership of Suodi for a purchase price
of $7,954,478 (approximately RMB 54.36 million). Suodi is engaged in land
development in Xian’s rural area and Suodi’s only significant asset is a land
use right to a track of land located in the rural area of Xian. The Company
intends to develop the land held by Suodi.
Since the
only significant asset acquired is the land use right for a piece of land and
the Company did not retain any employees of Suodi, the acquired assets do not
constitute a business and the acquisition is not a business combination.
Therefore, the acquisition was accounted for as an asset acquisition and the
purchase price was allocated to the identifiable assets and liabilities assumed
based on their estimated fair values.
Purchase
Price
|
$
|
7,954,478
|
||
Value
assigned to assets and liabilities:
|
||||
Assets:
|
||||
Cash
|
2,176
|
|||
Land
use right
|
10,232,932
|
|||
Liabilities:
|
||||
Due
to original shareholders
|
103,083
|
|||
Deferred
tax liability related to the land use right acquired
|
2,177,547
|
|||
Total
net assets
|
$
|
7,954,478
|
9
Note
2 – Acquisition
According
to the purchase agreement, the operational control of Suodi passed to the
Company effective January 15, 2010, and accordingly, the results of Suodi’s
operations have been included in the Company’s condensed consolidated statement
of income and other comprehensive income from that date.
The total
purchase price included (1) an initial cash payment of $0.73 million (RMB 5
million) payable on January 20, 2010, (2) an issuance of 1,118,403 of the
Company’s common stock which is valued at $5.03 million (RMB 34.36 million)
based on a price per share of $4.50, the closing price of the Company’s common
stock on Nasdaq on January 15, 2010, the day the acquisition of Suodi was
closed, (3) an additional cash payment of $0.73 million (RMB 5 million)
payable on March 30, 2010 and (4) a final cash payment of $1.46 million
(RMB 10 million) payable on June 30, 2010.
As of
June 30, 2010, the remaining balance under the agreement amounted to
$737,300 (RMB 5 million) which is in arrears of the payment schedule (see
Note 10). The Company is arranging the final payments with the original
shareholders of Suodi.
Note
3 – Mandatorily Redeemable Preferred Stock and Noncontrolling
Interest
On
November 5, 2008, the Company and Prax Capital (“Prax”) entered into a joint
venture agreement to develop 79 acres within China Housing’s Baqiao project
located in Xi’an. Prax invested $29.3 million for a 25% interest in Puhua
through obtaining 1,000 Class A shares of Success Hill (“Class A Shares”) with
various distribution rights. Prax’s initial investments were recorded as
noncontrolling interests in the consolidated financial statement.
During
the first quarter of 2010, the Company proposed to redeem Prax’s 1000 Class A
shares in Success Hill in order to fix the maximum return on Prax’s initial
investment. Both parties then entered into Amended and Restated
Shareholders’ Agreement on May 10, 2010. Effective January 1, 2010, the Company
will redeem from Prax, and Prax agrees to, all Prax’s Class A Shares
within three years by December 31, 2012 for a consideration of the USD
equivalent of $84.39 million (RMB 576 million).
As Prax’s
interest in the consolidated subsidiaries meet the definition of a mandatorily
redeemable financial instrument, it is reported within liabilities as
mandatorily redeemable noncontrolling interests in subsidiaries on the Company’s
consolidated balance sheet and initially measured at the fair value of cash that
would be due and payable to Prax under the Amended and Restated Shareholder
agreement.
As at
January 1, 2010, the Company recorded a liability of $42,600,511 reflecting the
fair value of the redemption amount of Prax’s interest and eliminated the
original noncontrolling interest in the equity on the consolidated balance
sheet. The difference of $14,229,043 between the carrying value of the
original noncontrolling interests and the fair value of redemption amount of
Prax’s interest has been reflected as a charge to noncontrolling interests.
Subsequently, the Company recorded accretion cost on these redeemable
noncontrolling interests using the effective interest method based on effective
interest rate of 45%. The related accretion cost incurred for the three and six
months ended June 30, 2010 were $ 4,557,102 and $8,708,484, respectively
(2009 - $Nil and $Nil) and was capitalized in real estate construction in
progress.
Noncontrolling
Interest
|
||||
Noncontrolling
interests at December 31, 2009
|
$
|
28,371,468
|
||
Reclassify
to mandatorily redeemable noncontrolling interests in
subsidiaries
|
(28,371,468
|
) | ||
Noncontrolling
interests at June 30, 2010
|
$
|
-
|
Mandatory
Redeemable
Noncontrolling
Interests
in
Subsidiaries
|
||||
Mandatory
redeemable noncontrolling interests in subsidiaries at December 31,
2009
|
$
|
-
|
||
Initial
fair value of mandatorily redeemable noncontrolling interests in
subsidiaries
|
42,600,511
|
|||
Capitalized
accretion cost on mandatorily redeemable noncontrolling interests in
subsidiaries
|
8,708,484
|
|||
Difference
in foreign exchange translation
|
261,849
|
|||
Mandatorily
redeemable noncontrolling interests in subsidiaries at June 30,
2010
|
$
|
51,570,844
|
10
Note
3 – Mandatorily Redeemable Preferred Stock and Noncontrolling
Interest
The
mandatory redemption schedules are as follow:
Date
|
||||
December
31, 2010
|
$
|
29,492,000
|
||
December
31, 2011
|
29,492,000
|
|||
December
25, 2012
|
25,952,960
|
|||
Total
|
$
|
84,936,960
|
Note
4 – Supplemental Disclosure of Cash Flow Information
Income
taxes paid for the six months ended June 30, 2010 and 2009 amounted to $73,273
and $42,135, respectively. Interest paid for the six months ended June 30, 2010
and 2009 amounted to $5,926,071 and $2,008,308, respectively.
The
following non-cash investing and financing activities are included in the
interim condensed consolidated financial statements:
(1)
|
an
issuance of 1,118,403 of the Company’s common stock which is valued at
$5,032,813 in connection of the acquisition of Suodi (See Note
2)
|
(2)
|
In
accordance with the Amended and Restated Shareholders’ Agreement with
Prax, the Company reclassified Prax’s interest in the consolidated
subsidiaries from noncontrolling interest in equity to liability and
recorded $14,229,043, the difference between the carrying value of the
original noncontrolling interest and the fair value of redemption amount,
as a charge to the noncontrolling
interest.
|
Note
5 – Other Receivables and Prepaid Expenses
Other
receivables and prepaid expenses consisted of the following at June 30, 2010 and
December 31, 2009:
June
30,
2010
|
December
31,
2009
|
|||||||
Other
receivable
|
$
|
2,057,659
|
$
|
1,222,028
|
||||
Allowance
for bad debts
|
(207,897
|
) |
(206,545
|
) | ||||
Prepaid
expenses
|
214,748
|
261,836
|
||||||
Prepaid
other tax expenses
|
1,965,423
|
1,206,902
|
||||||
Other
receivables and prepaid expenses
|
$
|
4,029,933
|
$
|
2,484,221
|
Note
6 – Real Estate Held for Development or Sale
The
following summarizes the components of real estate inventories at June 30,
2010 and December 31, 2009:
June
30,
2010
|
December
31,
2009
|
|||||||
Finished
projects
|
$ | 12,216,090 | $ | 20,417,820 | ||||
Construction
in progress
|
97,539,194 | 82,585,709 | ||||||
Total
real estate held for development or sale
|
$ | 109,755,284 | $ | 103,003,529 |
Interest
on debts and accretion costs on mandatorily redeemable noncontrolling interest
in subsidiaries incurred by the Company for the three and six months ended
June 30, 2010 was $6,106,626 and $12,103,413, respectively (June 30, 2009 -
$1,194,478 and $2,392,335). The Company capitalized $ 5,698,060 in
construction in progress during the three months ended June 30, 2010 (June 30,
2009 - $751,712), and the company capitalized $ 11,226,349 in construction
in progress during the six months ended June 30, 2010 (June 30, 2009 -
$1,611,491).
11
Note
7 – Property and Equipment
Property
and equipment consisted of the following at June 30, 2010 and
December 31, 2009:
June
30,
2010
|
December
31,
2009
|
|||||||
Buildings
and improvements
|
$
|
6,271,062
|
$
|
5,286,461
|
||||
Income
producing properties and improvements
|
10,549,686
|
11,095,868
|
||||||
Electronic
equipment
|
391,778
|
330,218
|
||||||
Vehicles
|
440,785
|
425,099
|
||||||
Office
furniture
|
192,528
|
182,309
|
||||||
Computer
software
|
177,144
|
174,995
|
||||||
Totals
|
18,022,983
|
17,494,950
|
||||||
Accumulated
depreciation
|
(2,739,771
|
) |
(2,187,472
|
) | ||||
Property
and equipment, net
|
$
|
15,283,212
|
$
|
15,307,478
|
Depreciation
expense for the three months ended June 30, 2010 and 2009 amounted to
$300,364 and $160,177, respectively. Depreciation expense for the
six months ended June 30, 2010 and 2009 amounted to $593,498 and
$315,026, respectively. The depreciation expense was included in the
selling, general and administrative expenses.
Note
8 – Intangible Asset
Intangible
assets consist of the following at June 30, 2010 and December
31, 2009:
June
30,
2010
|
December
31,
2009
|
|||||||
Intangibles
acquired
|
$
|
47,620,518
|
$
|
47,310,765
|
||||
Accumulated
amortization
|
(5,994,623
|
) |
(5,955,631
|
) | ||||
Intangible
assets, net
|
$
|
41,625,895
|
$
|
41,355,134
|
Amortization
expense for the three and six months ended June 30, 2010 amounted to
$Nil and $Nil, respectively (June 30, 2009 - $Nil and $4,360,003). The
amortization expense was capitalized in the real estate construction in
progress.
Note
9 – Accrued Expenses
June
30,
2010
|
December
31,
2009
|
|||||||
Accrued
expenses
|
$
|
1,698,881
|
$
|
2,252,903
|
||||
Accrued
interest
|
807,267
|
3,334,934
|
||||||
Total
|
$
|
2,506,148
|
$
|
5,587,837
|
12
Note
10 – Payable for Acquisition of Businesses
June
30,
2010
|
December
31,
2009
|
|||||||
Payable
to original shareholders of New Land (i)
|
$
|
5,823,739
|
$
|
5,916,354
|
||||
Payable
to original shareholders of Suodi (ii)
|
839,849
|
-
|
||||||
Total
|
$
|
6,663,588
|
$
|
5,916,354
|
(i)
|
The
Company has unsecured loans payable to previous shareholders of New Land
totaling to $4,761,133 at June 30, 2010 (December 31, 2009 - $4,860,661).
The remaining balance pertains to additional loans made by these
shareholders which was also due in December 2009. The loans
bear interest at 10% per annum. Until such time as final payments are
arranged, the loans remain outstanding and the Company continues to
pay interest at 10% per annum.
|
(ii)
|
On
January 15, 2010, the Company completed the acquisition of Suodi (see
Note 2). The payable to original shareholders of Suodi represents the
remaining balance under the acquisition agreement of $737,300 (RMB 5
million), and (2) $102,549 (RMB 695,439) due to original shareholders of
Suodi assumed by the Company when acquiring
Suodi.
|
Note
11 – Loans from Employees
The
Company has borrowed monies from certain employees to fund the Company’s
construction projects. These unsecured loans bear interest at rates ranging
between 8% and 10% per annum and are available to all employees.
Included
in these loans are loans from the Company’s President and an immediate family
member of the President for $663,570 (December 31, 2009 - $Nil) and
$1,041,068 (December 31, 2009 - $854,100), respectively.
Note
12 – Loans Payable
Loans
payable represent amounts due to various banks. These loans generally can be
renewed with the banks when they expire. Loans payable as of June 30,
2010 and December 31, 2009 consisted of
the following:
June 30,
2010
|
December 31,
2009
|
|||||||
Xi'an
Rural Credit Union Zao Yuan Rd. Branch
|
||||||||
Due
July 3, 2010, annual interest is at 8.496 percent, secured by the
Company's Jun Jing Yuan I, Han Yuan and Xin Xing Tower
projects
|
$ | 2,949,200 | $ | 2,930,017 | ||||
China
Construction Bank, Xi'an Branch
|
||||||||
Due
August 27, 2011, annual interest is at a floating interest rate based on
110% of the People’s Bank of China prime rate, secured by the Company's
Jun Jing Yuan II project
|
- | 3,223,018 | ||||||
Due
September 8, 2012, annual interest is at a floating interest rate based on
110% of the People’s Bank of China prime rate, secured by the Company's
Jun Jing Yuan II project
|
- | 12,452,571 | ||||||
Xinhua
Trust Investments Ltd.
|
||||||||
Due
February 10, 2012, annual interest is at 10 percent, secured by the
24G project
|
22,119,000 | - | ||||||
Commercial
Bank Weilai Branch
|
||||||||
Due
August 29, 2010, annual interest is at 10.21 percent, secured by the
Company's Jun Jing Yuan I and XinXing Tower projects
|
5,161,100 | 5,127,528 | ||||||
Bank
of Beijing, Xi’an Branch
|
||||||||
Due
December 10, 2012, annual interest is at the bank’s prime rate, secured by
the PuHua project with a minimum repayment of $7.3 million required in
2011.
|
22,119,001 | 12,452,571 | ||||||
Total
|
$ | 52,348,301 | $ | 36,185,705 |
All loans
are used to finance construction projects. All interest paid
was capitalized and allocated to various real estate construction
projects.
13
Note
12 – Loans Payable
On June
28, 2008, the Company signed a strategic partnership Memorandum of Understanding
(“MOU”) with China Construction Bank Xi’an Branch that established a RMB 1
billion (approximately US$147 million) credit line for real estate development
by the Company and its subsidiaries. All loans from China Construction Bank
Xi’an Branch were fully repaid as at June 30, 2010.
Under the
MOU, the Company and its Subsidiaries are required to set up a basic deposit
account with China Construction Bank, to maintain a current ratio of not less
than 90% and to maintain liabilities to assets ratio of not greater than 65%.
Due to the change of corporate structure of the Company, China Construction Bank
Xi’an Branch has clarified the current ratio and liabilities to assets ratio
calculations only include the financial information of Tsining and New Land. As
of June 30, 2010, the current ratio was approximately 110.0%, and the
liabilities to assets ratio was approximately 47.8%.
The loans
payable balances were secured by certain of the Company’s real estate held for
development or sales with a carrying value of $78,899,892 (December 31,
2009 - $91,657,685) and certain buildings and income producing properties and
improvements with a carrying value of $9,576,104 at June 30, 2010 (December
31, 2009 - $9,738,804). The weighted average interest rate on loans payable as
at June 30, 2010 was 8.0% (December 31, 2009 – 6.6%).
Note
13 – Fair Value of Financial Instruments
The
following table summarizes the financial assets and liabilities measured at fair
value on a recurring basis as of the measurement date, June 30, 2010, and the
basis for that measurement, by level within the fair value
hierarchy:
Fair
Value Measurements Using
|
Assets/Liabilities
|
|||||||||||||||
Level
1
|
Level
2
|
Level3
|
At
Fair Value
|
|||||||||||||
Warrants
liability
|
-
|
$
|
2,537,867
|
-
|
$
|
2,537,867
|
||||||||||
Fair
value of embedded derivatives
|
-
|
$
|
4,037,264
|
-
|
$
|
4,037,264
|
||||||||||
Total
|
-
|
$
|
6,575,131
|
-
|
$
|
6,575,131
|
The
following table summarizes the financial assets and liabilities measured at fair
value on a recurring basis as of the measurement date, December 31, 2009, and
the basis for that measurement, by level within the fair value
hierarchy:
Fair
Value Measurements Using
|
Assets/Liabilities
|
|||||||||||||||
Level
1
|
Level
2
|
Level3
|
At
Fair Value
|
|||||||||||||
Cash
equivalents
|
$
|
4,395,025
|
$
|
-
|
$
|
-
|
$
|
4,395,025
|
||||||||
Warrants
liability
|
-
|
5,074,191
|
-
|
5,074,191
|
||||||||||||
Fair
value of embedded derivatives
|
-
|
3,991,047
|
-
|
3,991,047
|
||||||||||||
Total
|
$
|
4,395,025
|
$
|
9,065,238
|
-
|
$
|
13,460,263
|
Note
14 – Convertible Debt
On
January 28, 2008, the Company issued Senior Secured Convertible Debt due in 2013
(the "Convertible Debt") and warrants to subscribe for common shares for an
aggregate purchase price of $20 million. The Convertible Debt bears interest at
5% per annum (computed based on the actual days elapsed in a period of 360 days)
of the RMB notional principle amount, payable quarterly in arrears in U.S.
Dollars on the first business day of each calendar quarter and on the
maturity date. In addition, 1,437,467 five-year warrants were granted with a
strike price of $6.07 per common share and are callable if certain stock price
thresholds are met. Approximately 215,620 warrants are also available as a
management incentive if certain milestones are met. If the aggregate principal
amount of the Convertible Debt is reduced to $10 million or less as a
result of repayment by the Company or as a result of any optional
conversion by the Investors or mandatory conversion by the Company of the
Convertible Debt, then each Investor agrees to surrender to the Company warrants
for an aggregate number of shares of common stock equal to such Investors’ pro
rata share of 107,810 shares. If the aggregate principal amount of the
Convertible Debt is reduced to $Nil as a result of repayment by the Company or
as a result of any optional conversion by the Investors or mandatory conversion
by the Company of the Convertible Debt, then each Investor agrees to surrender
to the Company warrants in addition to the 107,810 warrants surrendered pursuant
to the $10 million reduction noted above for an aggregate number of shares
of common stock equal to such Investor’s pro rata share of 107,810 shares.
The Company may hold in treasury and reissue to the officers and directors of
the Company any warrants surrendered by the Investors. As of June 30, 2010, the
Company did not repay any principle of Convertible Debt and the Investors
did not deliver any optional conversion requests to the
Company.
14
Note
14 – Convertible Debt
The
Investors have the right to convert up to 45% ($9 million) of the
principal amount of the Convertible Debt into common shares at an initial
conversion price of $5.57, subject to an upward adjustment. The Company, at
its discretion, may redeem the remaining non-convertible portion of
Convertible Debt ($11 million) (the “Non-convertible Portion”) at 100% of the
principle amount, plus any accrued and unpaid interest. The warrants
associated with the Convertible Debt grant the Investors the right to
acquire shares of common stock at $6.07 per share, subject to customary
anti-dilution adjustments. The warrants may be exercised to purchase common
stock at any time up to and including February 28, 2013.
On June
10, 2010, the Company and the Investors entered into an amendment (the
“Amendment”), which grants investors the rights to convert the $11 million
Non-convertible Portion of the Convertible Debt. The rights expire in 5 business
days after the effective date that a registration statement is filed by the
Company registering the shares to be issued on the conversion.
The
warrants issued in 2008 were amended as well to permit the investors to exercise
the warrants on a cashless basis and receive one common share for every two
warrants held if the investor converts at least 55% of face amount of
Convertible Debt held.
Upon
entering the Amendment, certain investors have agreed to convert 55% of the
aggregate face amount of debt to common shares and convert the warrants by
receiving one common share for every two warrants held within 5 business days
after the effective date of the registration statement filed by the
Company.
Due to
the substantive change of the conversion feature on the Non-convertible portion,
the Amendment is treated as a debt extinguishment on the Non-convertible
portion. The deemed proceeds of the revised $11 million Non-convertible Portion
are allocated to the embedded derivative and to the cost associated with the
change in the terms of the outstanding warrants. The remaining proceeds were
then allocated to the carrying value of the convertible debt.
For the
three and six months ended June 30, 2010, the Company recorded a loss on
extinguishment of debt of $2,180,492, which consists of:
Immediately before the
Amendment date of
June 10, 2010
|
Immediately after the
Amendment date of
June 10, 2010
|
Loss on
extinguishment of
debt recognized
|
||||||||||
Fair
value of warrants liability
|
$ | 1,370,585 | $ | 1,631,525 | $ | 260,940 | ||||||
Fair
value of embedded derivatives
|
1,570,542 | 3,490,094 | 1,919,552 | |||||||||
Total
|
$ | 2,941,127 | $ | 5,121,619 | $ | 2,180,492 |
The fair
value of warrants and embedded derivatives immediately before and after the
Amendment date were calculated using the Cox-Ross-Rubinstein Binomial Lattice
Model (the “CRR Model”) with the following assumptions:
Expected
life
|
2.64 - 2.72
years
|
|||
Expected
volatility
|
105 | % | ||
Risk-free
interest rate
|
1.10 - 1.14 | % | ||
Dividend
yield
|
0 | % |
The fair
value change on the debt portion is not material. There is no gain or loss on
extinguishment of debt for the three and six months ended June 30,
2009.
The
Convertible Debt is secured by a first priority, perfected security
interest in certain shares of common stock of Lu Pingji, the
Chairman of the Company. The Convertible Debt is subject to events of
default customary for convertible securities and for a secured
financing.
15
Note
14 – Convertible Debt
Both the
warrant and embedded conversion option associated with the Convertible Debt meet
the definition of a derivative instrument according to the standard, ”Accounting
for Derivative Instruments and Hedging Activities”. Because the
warrant and the convertible debt are denominated in U.S. dollars but the
Company’s functional currency is the Chinese RMB, the exemption from
derivative instrument accounting provided by the standard is not available and
therefore the warrant and embedded conversion option are recorded as a
derivative instrument liability and periodically marked-to-market. The fair
value of the warrants and embedded conversion option at June 30, 2010 were
determined to be of $1,667,462 and $4,037,264, respectively (December 31,
2009 - $3,507,000 and $3,991,047), using the CRR Model with the following
assumption:
June 30, 2010
|
December 31, 2009
|
|||||||
Expected
life
|
2.58 - 2.67
years
|
3.08
– 3.16 years
|
||||||
Expected
volatility
|
105 | % | 105 | % | ||||
Risk-free
interest rate
|
0.84 - 0.87 | % | 1.74% - 1.78 | % | ||||
Dividend
yield
|
0 | % | 0 | % |
For
the three months ended June 30, 2010, the Company recorded a decrease in
fair value for the warrants and embedded derivatives of $2,242,663 and
$1,307,129, respectively (June 30, 2009 – increase of $7,222,727
and $5,836,616). For the six months ended June 30, 2010, the Company
recorded a decrease in fair value for the warrants and embedded derivatives of
$2,797,264 and $1,873,335 respectively (June
30, 2009 – increase of $7,055,488 and $5,712,578), in the
unaudited condensed consolidated statement of income (loss).
The
carrying value of the Convertible Debt is accreted to its stated amount on
maturity using the effective interest method. The effective interest rate was
determined to be 15.42%. The carrying value of Convertible Debt on June 30,
2010 was $15,510,095 (December 31, 2009 - $14,834,987). Related interest expense
and accretion expense for the three months ended June 30, 2010 were $263,671 and
$345,926, respectively (June 30, 2009 - $266,311 and $296,164), and for the six
months ended June 30, 2010 were $527,099 and $675,108, respectively (June 30,
2009 - $529,674 and $577,986).
Note
15 – Shareholders' Equity
Common
stock
|
1.
|
As
at December 31, 2009, the Company has accrued $252,118 of stock-based
compensation to the former CFO and directors as common stock subscribed. A
total of 62,014 common shares were issued on January 19,
2010.
|
|
2.
|
The
company issued 1,118,403 common shares for the acquisition of Suodi (See
Note 2). The shares were valued at $5.03 million (RMB 34.36
million) based on a price per share of $4.5, the closing price of the
Company’s common stock on Nasdaq on January 15, 2010, the day the
acquisition of Suodi closed.
|
Warrants
Pursuant
to accounting guidance, "Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settle in a Company's Own Stock", the warrants issued
contain a provision permitting the holder to demand payment based on a valuation
in certain circumstances. Therefore, the Company recorded the warrants issued
through private placements in 2007 as a liability at their fair value on the
date of grant and then revalued them to $870,405 at June 30, 2010 (December
31, 2009 - $1,567,191) using the CRR Binomial Lattice Model with the following
assumptions:
June 30, 2010
|
December 31, 2009
|
|||||||
Expected
life
|
1.86
years
|
2.36
years
|
||||||
Expected
volatility
|
105 | % | 105 | % | ||||
Risk-free
interest rate
|
0.57 | % | 1.33 | % | ||||
Dividend
yield
|
0 | % | 0 | % |
The gain
from the change in fair value of warrants for the three months ended June 30,
2010 was $650,117 (June 30, 2009 – loss of $2,078,266), and the
gain for the six months ended June 30, 2010 were $696,786 (June 30, 2009
– loss of $2,015,767).
16
Note
15 – Shareholders' Equity
Including
the fair value of warrants associated with the convertible debenture (see Note
14), the total warrant liability as at June 30, 2010 was $2,537,867 (December
31, 2009 - $5,074,191). The total gain from the change in fair value of warrants
for the three months ended June 30, 2010 was $2,242,663 (June 30, 2009
– loss of $7,222,727). The total gain from the change in fair value of
warrants for the six months ended June 30, 2010 was $2,797,264 (June 30, 2009 –
loss of $7,055,488).
The
following is a summary of the warrant activity:
Number of
Warrants
Outstanding
|
Weighted Average
Exercise
Price
|
|||||||
December
31, 2009
|
3,976,883
|
$
|
5.07
|
|||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
June
30, 2010
|
3,976,883
|
$
|
5.07
|
The
following summarizes the weighted-average information about the outstanding
warrants as at June 30, 2010:
Outstanding Warrants
|
||||||
Exercise
Price
|
Number
|
Average Remaining
Contractual Life
|
||||
$ |
4.50
|
2,539,416
|
1.86
years
|
|||
$ |
6.07
|
1,437,467
|
2.67
years
|
|||
$ |
5.07
|
3,976,883
|
2.15
years
|
Note
16 – Other Income
For
the three months ended
|
For
the six months ended
|
|||||||||||||||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
|||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Interest
income
|
$ | 61,547 | $ | 37,082 | $ | 178,093 | $ | 40,879 | ||||||||
Government
reimbursement of infrastructure cost
|
- | 637,024 | - | 953,290 | ||||||||||||
Rental
income
|
530,038 | 120,948 | 840,938 | 205,604 | ||||||||||||
Income
from property management services
|
722,034 | 588,558 | 1,363,310 | 1,168,952 | ||||||||||||
Gain
on disposal of fixed assets and inventory
|
23,292 | - | 23,292 | 16,945 | ||||||||||||
Miscellaneous
income
|
36,498 | 151,281 | 149,629 | 151,281 | ||||||||||||
$ | 1,373,409 | $ | 1,534,893 | $ | 2,555,262 | $ | 2,536,951 |
17
Note
17 – Earnings (Loss) per Share
Earnings
per share for the three and six months ended June 31, 2010, and 2009 were
determined by dividing net income (loss) attributable to China Housing &
Land Development, Inc. for the periods by the weighted average number of both
basic and diluted shares of common stock and common stock equivalents
outstanding.
3
months
|
3
months
|
6
months
|
6
months
|
|||||||||||||
June
30, 2010
|
June
30, 2009
|
June
30, 2010
|
June
30, 2009
|
|||||||||||||
Numerator
|
||||||||||||||||
Net
income (loss) attributable to China Housing &
Land Development, Inc. – basic
|
$ | 5,567,946 | $ | (10,496,987 | ) | $ | (5,543,163 | ) | $ | (9,194,268 | ) | |||||
Effect
of dilutive securities
|
||||||||||||||||
Warrants
|
35,937 | - | 35,937 | - | ||||||||||||
Convertible
debt
|
(1,107,556 | ) | - | (1,525,630 | ) | - | ||||||||||
Income
(loss) attributable to China Housing & Land Development, Inc. –
diluted
|
$ | 4,496,327 | $ | (10,496,987 | ) | $ | (7,032,856 | ) | $ | (9,194,268 | ) | |||||
Denominator
|
||||||||||||||||
Weighted
average shares outstanding – basic
|
33,065,386 | 30,932,745 | 32,824,416 | 30,913,359 | ||||||||||||
Effect
of dilutive securities
|
||||||||||||||||
Warrants
|
165,862 | 5,325 | 83,389 | 2,677 | ||||||||||||
Convertible
debt
|
2,071,537 | - | 1,844,927 | - | ||||||||||||
Weighted
average shares outstanding – diluted
|
35,302,785 | 30,938,070 | 34,752,732 | 30,916,036 | ||||||||||||
Earnings
per share
|
||||||||||||||||
Basic
earnings (loss) per share
|
$ | 0.17 | $ | (0.34 | ) | $ | (0.17 | ) | $ | (0.30 | ) | |||||
Diluted
earnings (loss) per share
|
$ | 0.13 | $ | (0.34 | ) | $ | (0.20 | ) | $ | (0.30 | ) |
Note
18 – Commitments and Contingencies
The
Company leases part of its office and hotel space under various operating lease
agreements with expiry dates between year 2010 and 2019.
The
Company entered into a consulting service contract with a third party. The
contract has a set payment schedule which will be realized in less than a
year.
The
Company also had two land use rights with unpaid balances of approximately $0.9
million and $2.6 million. The balances are not due until the vendor removes the
existing building on the land and changes the zoning status of the land use
right certificate. Based on the current condition, the Company estimates that
the balances will be paid in two years.
All
future payments required under the various agreements are summarized
below.
Payment
due by period
|
||||||||||||||||||||||||||||
Commitments
and
Contingencies
|
Total
|
Less
than
1
year
|
1-2
years
|
2-3
years
|
3-4
years
|
4-5
years
|
After
5
years
|
|||||||||||||||||||||
Operating
lease
|
$ | 840,160 | $ | 178,858 | $ | 121,685 | $ | 77,088 | $ | 77,088 | $ | 77,088 | $ | 308,353 | ||||||||||||||
Consulting
contract
|
276,488 | 276,488 | - | - | - | - | - | |||||||||||||||||||||
Land
use right
|
3,539,040 | 928,998 | 2,610,042 | |||||||||||||||||||||||||
Total
|
$ | 4,655,688 | $ | 1,384,344 | $ | 2,731,727 | $ | 77,088 | $ | 77,088 | $ | 77,088 | $ | 308,353 |
18
Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations
FORWARD-LOOKING
STATEMENTS
Some of
the statements contained in this Form 10-Q are not historical facts and are
forward-looking statements, which can be identified by the use of terminology
such as estimates, projects, plans, believes, expects, anticipates, intends, or
the negative or other variations, or by discussions of strategy that
involve risks and uncertainties. We urge you to be cautious of the
forward-looking statements, that such statements, which are contained in this
Form 10-Q reflect our current beliefs with respect to future events and involve
known and unknown risks, uncertainties, and other factors affecting our
operations, market growth, services, products, and licenses. No assurances can
be given regarding the achievement of future results, as actual results may
differ materially as a result of the risks we face, and actual events
and conditions that may differ from the assumptions underlying the
statements that have been made regarding anticipated events. Factors that may
cause actual results, our performance or achievements, or industry results, to
differ materially from those contemplated by such forward-looking statements
include without limitation: our ability to attract and retain management to
integrate and maintain technical information and management
information systems; our ability to raise capital when needed and on
acceptable terms and conditions; the intensity of competition; and general
economic conditions.
All
written and oral forward-looking statements made in connection with this Form
10-Q that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
Critical
Accounting Policies and Estimates
We
prepare our interim condensed consolidated financial statements in accordance
with U.S. GAAP, which requires us to make judgments, estimates and assumptions
that affect (i) the reported amounts of our assets and liabilities, (ii) the
disclosure of our contingent assets and liabilities at the end of each reporting
period and (iii) the reported amounts of revenues and expenses during each
reporting period. We continually evaluate these estimates based on our own
experience, knowledge and assessment of current business and other conditions,
our expectations regarding the future based on available information and
reasonable assumptions, which together form our basis for making judgments about
matters that are inherently uncertain. Since the use of estimates is an integral
component of the financial reporting process, our actual results could differ
from those estimates. Some of our accounting policies require a higher degree of
judgment than others in their application.
When
reading our interim condensed consolidated financial statements, you
should consider (i) our selection of critical accounting policies, (ii) the
judgment and other uncertainties affecting the application of such policies and
(iii) the sensitivity of reported results to changes in conditions and
assumptions. We believe the following accounting policies involve
the most significant judgments and estimates used in the preparation of our
financial statements.
The
unaudited interim condensed consolidated financial statements are based on
accounting principles that are consistent in all material respects with those
applied in the Company’s Annual Report on Form 10-K for the year ended December
31, 2009 (“2009 Annual Report”). They do not include certain footnote
disclosures and financial information normally included in annual
consolidated financial statements prepared in accordance with GAAP and,
therefore, should be read in conjunction with the audited consolidated financial
statements and notes included in the Company's 2009 Annual Report.
Warrants
and derivative liability
As of
June 30, 2010, the Company has approximately $2.5 million of warrants liability
and $4.0 million of fair value of embedded derivatives on the balance sheet,
representing approximately1.1% and 1.8% of the total liabilities,
respectively.
We
utilize the Cox-Rubinstein-Ross (“CRR”) Binomial Lattice Model to estimate the
fair values of warrants liability and embedded derivatives. The CRR
model depends on the following assumptions: the Company’s common stock
price underlying the warrants; strike price; conversion price; expected life;
expected volatility; risk free interest rate; and dividend rate. We used the CRR
Binomial Lattice Model for the past 3 years and we do not expect any significant
changes to assumptions except for the common share price and the expected
volatility.
We
estimate the fair value of warrants liability and embedded derivatives every
quarter and recognize the change of fair value as gain or loss on our
current quarter consolidated statement of income. The fair values of warrants
liability and embedded derivatives have changed during the past few years
according to the valuation models and the fair values are positively
related to the market share price movement and the volatility.
During
the three months ended June 30, 2010, our common stock price experienced
fluctuations with the price decreasing from $3.80 on April 1, 2010 to $2.32 on
June 30, 2010. The decrease in stock price caused a decrease in fair value for
warrants liability and embedded derivatives. As a result, we recognized
approximately $2.0 million as a change in fair value of warrants and $1.8
million as a change in fair value of embedded derivatives, which are all
non-cash gains.
19
The
following table summarizes the fair value of warrant liability and embedded
derivative as at various periods.
June
30,
2010
|
December
31,
2009
|
|||||||
Fair
value of warrants liability
|
$
|
2,537,867
|
$
|
5,074,191
|
||||
Fair
value of embedded derivatives
|
$
|
4,037,264
|
$
|
3,991,047
|
The
following tables summarize all the warrants and conversion option outstanding
and the assumptions used for their valuations as of June 30, 2010 and December
31, 2009.
Investor
Warrants:
|
6/30/2010
|
12/31/2009
|
||||||
Strike
price
|
6.07
|
6.07
|
||||||
Market
price
|
2.32
|
4.13
|
||||||
Valuation
date
|
6/30/2010
|
12/31/2009
|
||||||
Expiry
date
|
2/28/2013
|
2/28/2013
|
||||||
Volatility
|
105.00
|
%
|
105.00
|
%
|
||||
Risk
free rate
|
0.87
|
%
|
1.78
|
%
|
||||
Option
value
|
0.96604
|
2.43971
|
||||||
#
of warrants
|
1,437,467
|
1,437,467
|
||||||
Value
|
1,667,462
|
3,507,000
|
Investor Warrants: 5-7-2007
|
6/30/2010
|
12/31/2009
|
||||||
Strike
price
|
4.50
|
4.50
|
||||||
Market
price
|
2.32
|
4.13
|
||||||
Valuation
date
|
6/30/2010
|
12/31/2009
|
||||||
Expiry
date
|
5/9/2012
|
5/9/2012
|
||||||
Vlolatility
|
105.00
|
%
|
105.00
|
%
|
||||
Risk
free rate
|
0.57
|
%
|
1.33
|
%
|
||||
Option
value
|
0.86160
|
0.61711
|
||||||
#
of warrants
|
2,539,416
|
2,539,416
|
||||||
Value
|
870,306
|
1,567,092
|
Conversion
Option Valuation:
|
6/30/2010
|
12/31/2009
|
||||||
Strike
price
|
5.57
|
5.57
|
||||||
Market
price
|
2.32
|
4.13
|
||||||
Valuation
date
|
6/30/2010
|
12/31/2009
|
||||||
Expiry
date
|
1/28/2013
|
1/28/2013
|
||||||
Volatility
|
105.00
|
%
|
105.00
|
%
|
||||
Risk
free rate
|
0.84
|
%
|
1.74
|
%
|
||||
Option
value
|
1.12438
|
2.47002
|
||||||
Host
Value – principal
|
20,000,000
|
9,000,000
|
||||||
Host
Value – interest
|
0
|
0
|
||||||
Shares
issuable on conversion
|
3,590,664
|
1,615,799
|
||||||
Option
value – principal
|
4,037,264
|
3,991,047
|
||||||
Derivative
value
|
4,037,264
|
3,991,047
|
20
The
increase of shares issuable on conversion is due to that the Company and the
Investors entered into an amendment (the “Amendment”), which grants investors
the rights to convert the $11 million Non-convertible Portion of the Convertible
Debt on June 10, 2010. Please refer to Note 14 to Financial Statements for
detailed information.
Real
estate held for development or sale, intangible asset and deposits on land use
rights
We
evaluate the recoverability of our real estate developments taking into account
several factors including, but not limited to, our plans for future operations,
prevailing market prices for similar properties and projected cash
flows.
We review
real estate projects, whenever events or changes in circumstances indicate that
the carrying amount of an asset may no longer be recoverable. When these events
occur, we measure impairment by comparing the carrying value to the estimated
undiscounted future cash flows expected resulting from the use of the assets and
their eventual disposition. If the total of the expected undiscounted cash flow
is less than the carrying amount of the assets, we recognize an impairment loss
based on the fair value of the assets.
Our
significant judgments and estimates related to impairment include our
determination if an event has occurred to warrant an impairment test. If a test
is required, other significant judgments and estimates will include our
expectations of future cash flows and the calculation of the fair value of the
impaired assets.
When real
estate costs are determined to be impaired, they are written down to their
estimated net realizable value. The Company evaluates the carrying value for
impairment based on the undiscounted future cash flows of the assets.
Write-downs of real estate costs deemed impaired are recorded as adjustments
to the cost basis. There has been no impairment on real estate inventories
and no impairment loss has been recorded for the three months ended June 30,
2010 and 2009.
The
following summarizes the components of real estate inventories as at June 30,
2010 and December 31, 2009:
June
30, 2010
|
December
31, 2009
|
|||||||
Finished
projects
|
$
|
12,216,090
|
$
|
20,417,820
|
||||
Construction
in progress
|
97,539,194
|
82,585,709
|
||||||
Total
real estate held for development or sale
|
$
|
109,755,284
|
$
|
103,003,529
|
Intangible
asset
The
Company’s intangible asset is related to the exclusive rights to develop 487
acres of land in the Baqiao area acquired in 2007. The Company believes that the
cooperation agreement with Baqiao District Government will be extended after
June 2011. Based on the prevailing market condition in Xi’an city we concluded
that there is no impairment.
According
to the agreement with Baqiao District Government, at the beginning of each year,
the Company will prepare the annual work plan and have it approved by Baqiao
District Government. The annual work plan will include the detailed projects
that will be started during that year and the Baqiao District Government is
responsible for the land clearance. Due to the delay of land clearance progress,
certain scheduled projects have been postponed. The Baqiao District Government
acknowledged the delay and informed us of their intention to extend the
agreement. Currently, we have 389 acres of land undeveloped and $41.6
million in intangible assets. If there’s any event that leads the Company to
believe it’s unlikely to extend the agreement, we will assess the impairment of
the intangible asset and write off the intangible asset from our balance
sheet.
As of
June 30, 2010 and December 31, 2009, intangible asset consists of the
following:
June
30, 2010
|
December
31, 2009
|
|||||||
Intangible
acquired
|
$
|
47,620,518
|
$
|
47,310,765
|
||||
Accumulated
amortization
|
(5,994,623)
|
(5,955,631
|
)
|
|||||
Intangible
assets, net
|
$
|
41,625,895
|
$
|
41,355,134
|
The
Company evaluates its intangible assets for impairment whenever events or
changes in circumstances indicate the carrying value may not be recoverable.
Based on the estimated future cash flows, the Company records a write-down for
impairments, if appropriate. For the three months ended June 30, 2010 and 2009,
the Company has recorded $0 of impairment on this intangible
asset.
21
The
Company amortized the intangible asset based on the percentage of the profit
margin realized over the total expected profit margin to be realized from the
487 acre land in the Baqiao project. Amortization expense for the three
months ended June 30, 2010 and 2009 amounted to $0 and $0, respectively.
Amortization for the six months ended June 30, 2010 and 2009 amounted to $0 and
$4,360,003, respectively. The amortization for the six months ended June 30,
2009 was due to the acquisition of land for the Puhua project. The amortization
was capitalized in the real estate construction in progress.
Management
re-evaluated the expected profit margin from the 487 acres of land regularly and
recalculated the intangible amortization related to the 2007 land sales and the
2009 land acquired based on the new estimate.
Deposits
on land use rights
June
30, 2010
|
December
31, 2009
|
|||||||
Deposits
on land use rights
|
53,114,051
|
28,084,346
|
The
increase in Deposits on land use rights was mainly due to the deposits the
Company paid for land use rights for JunJing III, Park Plaza, and Golden Bay
project during the second quarter of 2010.
The
Company conducts regular reviews of the deposits on land use right. After review
and assessment, the Company concluded that there was no significant
decrease in the market price and therefore no impairment write-down was
required. According to E House (China) Real Estate Research Institute the
average residential sale price in Xi’an city was stable in the fiscal
quarter ended June 30, 2010. The average sale price increased to 5,862 RMB
per square meter (approximately US$ 859 per square meter) from
5,531 RMB (approximately US$ 811 per square meter) in the first
quarter 2010, representing about 6.0% quarter-over-quarter.
Material
trends and uncertainties that may impact continuing operations
Changes
in national and regional economic conditions, as well as in areas where we
conduct our operations and where prospective purchasers of our homes live, may
result in more caution on the part of homebuyers resulting in fewer home
purchases. According to data from the Xi’an Bureau of Statistics, Xi’an city’s
real estate transaction volume (in terms of sq. meter signed) increased about
5.4% in the second quarter of 2010 compared to the same period of 2009. All our
projects are currently in Xi’an city. During the second quarter of 2010,
our revenue generated from the sale of properties increased approximately
66.3% over same period of 2009.
Virtually
all purchasers of our homes finance their acquisitions through lenders providing
mortgage financing. A substantial increase in mortgage interest rates or
unavailability of mortgage financing would adversely affect the ability of
prospective homebuyers to obtain the financing they need in order to purchase
our homes, as well as the ability of prospective move-up homebuyers to sell
their current homes. For example, if mortgage financing became less available,
demand for our homes could decline. A reduction in demand could also have an
adverse effect on the pricing of our homes because we (and our competitors) may
reduce prices in an effort to compete for home buyers. A reduction in pricing
could result in a decline in revenues and margins. We do not expect any
substantial change in current mortgage policy or the prevailing
mortgage rate in the near future.
The real
estate development industry is capital intensive, requiring significant up-front
expenditures to acquire land and begin development. Accordingly, we incur
substantial indebtedness to finance our homebuilding and land development
activities. Although we believe that internally generated funds and current
borrowing capacity will be sufficient to fund our capital and other expenditures
(including land acquisition, development and construction activities), the
amounts available from such sources may not be adequate to meet our needs. If
such sources are not sufficient, we would seek additional capital in the form of
debt or equity financing from a variety of potential sources, including bank
financing and/or securities offerings. The availability of borrowed funds, to be
utilized for land acquisition, development and construction, may be greatly
reduced, and the lending community may require larger amounts of equity to
be invested by borrowers in a project in connection with new loans. Failure
to obtain sufficient capital to fund planned capital and other
expenditures could have a material adverse effect on our business.
In
addition, regulatory requirements could force us to incur significant
liabilities and operating expenses and could restrict our business activities.
We are subject to statutes and rules regulating, among other things, certain
developmental matters, building and site design, and matters concerning the
protection of health and the environment. Our operating expenses may be
increased by governmental regulations such as building permit allocation
ordinances and impact and other fees and taxes, which may be imposed to defray
the cost of providing certain governmental services and improvements. Any delay
or refusal from government agencies to grant the necessary licenses,
permits and approvals could have an adverse effect on our
operations.
As of
June 30, 2010, we had $68,316,347 of cash and cash equivalents, compared to
$36,863,216 as of December 31, 2009, an increase of
$31,453,131.
22
The
Company believes that the combination of present capital resources, internally
generated funds, and unused financing sources are more than adequate to meet
cash requirements for the year 2010. We intend to meet our liquidity
requirements, including capital expenditures related to the purchase of land for
the development of future projects, through cash provided by operations and
additional funds raised by future financings. Upon acquiring land for
future development, we intend to raise funds to develop our projects by
obtaining mortgage financing mainly from local banking institutions with which
we have done business in the past. We believe that our relationships with these
banks are in good standing and that our real estate will secure the loans
needed. We believe that adequate cash will be available to fund our
operations.
BUSINESS
The
Company is a leading developer of residential and commercial properties in
northwest China. The Company is based in Xi’an, the capital city of China’s
Shaanxi province. Since 1992, the Company has been engaged in the acquisition,
development, management and sales of residential and commercial real estate
properties and land through its subsidiaries in China.
The
Company is the first and only Chinese real estate development company traded on
NASDAQ.
By
leveraging its background and capabilities, the Company has been able
to capitalize on the supply of available land to develop residential and
commercial properties, further increase its brand recognition and
outperform its competitors in the development of medium sized residential and
commercial real estate projects in greater Xi'an.
The
Company is the leading non-government middle-and-upper income residential real
estate development company in Xi'an.
Our
Property Projects
We
provide three fundamental types of real estate development
products:
|
▪
|
High-rise
apartment buildings, typically 19 to 33 stories, usually constructed of
steel-reinforced concrete that are completed within approximately 24
months of securing all required
permits.
|
|
▪
|
Mid-rise
apartment buildings, typically 7 to 18 stories, usually constructed of
steel-reinforced concrete that are completed within 12 to 18 months
of securing all required permits.
|
|
▪
|
Low-rise
apartment buildings and villas, typically 2 to 6 stories, often
constructed of steel-reinforced concrete that are completed within
approximately 12 months of securing all required
permits.
|
Our
projects can be classified into one of four stages of development:
|
▪
|
Projects
in planning, in which we have purchased the development and or land
use rights for parcels of land as part of our project development
pipeline. The completion of projects on these sites is subject to adequate
financing, permits, licensing and certain market
conditions;
|
|
▪
|
Projects
in process, which include developments where we have typically secured the
development and land use rights, and where the site planning,
architecture, engineering and infrastructure work is in
progress;
|
|
▪
|
Projects
under construction, where the building construction has started but has
not yet been completed; and
|
|
▪
|
Completed
projects with units available for sale, where the construction has been
finished and most of the units in the buildings have been sold or
leased.
|
23
Projects under construction
Project name
|
Type of
Projects
|
Actual or
Estimated
Construction
Period
|
Actual or
Estimated Pre-
sale
Commencement
Date
|
Total Site
Area
(m2)
|
Total GFA
(m2)
|
Sold GFA by
June 30, 2010
(m2)
|
||||||||||||||
JunJing
II
Phase
Two
|
Multi-Family
residential
&
Commercial
|
Q2/2009
-
Q2/2011
|
Q3/2009
|
29,800
|
112,556
|
104,947
|
||||||||||||||
Puhua
Project
|
Multi-Family
residential
&
Commercial
|
Q2/2009
-
Q3/2014
|
Q4/2009
|
192,582
|
640,000
|
67,883
|
Project name
|
Total
Number of
Units
|
Number of
Units sold by
June
30, 2010
|
Estimated
Revenue
($ million)
|
Contract
Revenue by
June
30, 2010
($ million)
|
Recognized
Revenue by
June
30,
2010
($ million)
|
|||||||||||||||
JunJing
II
Phase
Two
|
1,015
|
914
|
93.4
|
80.4
|
62.9
|
|||||||||||||||
Puhua
Project
|
5,000
|
531
|
700.0
|
46.3
|
20.4
|
JunJing II: JunJing II is
located at 38 East Hujiamiao, Xi’an, with a total gross floor area (“GFA”) of
approximately 248,568 square meters. It is the first Canadian style residential
community with “green and energy-saving” characteristics in Xi’an and has won
the “National Energy Saving Project” award. The project is divided into 2
phases, namely JunJing II Phase One and JunJing II Phase Two. We started
the construction of JunJing II Phase One in the third quarter of 2007 and
started the pre-sale campaign in the second quarter of 2007.
The
construction of Phase Two commenced in the fourth quarter of 2009 and pre-sales
started within the same quarter. As of June 30, 2010, the contract revenue for
Phase Two was $ 80.4 million, of which we have recognized $ 62.9 million in
revenues. Revenue will continue to be recognized as the construction
progresses.
Puhua: The Puhua
project, the Company’s 79 acre joint venture located in the Baqiao project, has
a total land area of 192,582 square meters and an expected gross floor area
of approximately 640,000 square meters. In November 2008, the Company entered
into an agreement with Prax Capital China Real Estate Fund I, Ltd., to form
a joint venture. The joint venture was formed in late 2008, subject to
certain conditions and approvals, which have been satisfied. Prax Capital Real
Estate Holdings Limited invested US$29.3 million. The joint venture acquired the
land use rights early in the second quarter of 2009.
The
construction of the Puhua project began in June 2009. The whole project, which
consists of four phases, is expected to be completed in the third quarter of
2014, with estimated revenues of $700 million. The Company began accepting
pre-sale contracts for units in the Puhua Phase One project on October 24th,
2009. As of June 30, 2010, the contract revenue for Puhua project is $46.3
million, of which we have recognized $20.4 million.
Projects
under planning and in process
Project
name
|
Type of
Projects
|
Estimated
Construction
Period
|
Estimated Pre-
sale
Commencement
Date
|
Total Site
Area
(m2)
|
Total GFA
(m2)
|
Total
Number of
Units
|
||||||||||||||
Baqiao
New
Development
Zone
|
Land
Development
|
2009
- 2020
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||
JunJing
III
|
Multi-Family
residential
&
Commercial
|
Q3/2010
- Q3/2012
|
Q3/2010
|
7,510
|
47,153
|
434
|
||||||||||||||
Park
Plaza
|
Multi-Family
residential
&
Commercial
|
Q4/2010
- Q4/2014
|
Q4/2010
|
44,250
|
180,000
|
2,000
|
||||||||||||||
Golden
Bay
|
Multi-Family
residential
&
Commercial
|
Q4/2010
- Q4/2014
|
Q2/2011
|
146,099
|
378,887
|
N/A
|
24
Baqiao New Development
Zone: On March 9, 2007, we entered into a Share Transfer
Agreement with the shareholders of Xi’an New Land Development Co., Ltd. (New
Land), under which the Company acquired 32,000,000 shares of New Land,
constituting 100 percent equity ownership of New Land. This acquisition gave the
Company the exclusive right to develop and sell 487 acres of land in a
newly designated satellite city of Xi’an.
Xi’an has
designated the Baqiao District as a major resettlement zone in which the
city expects 900,000 middle to upper income inhabitants to settle. The Xi’an
government intends to create a successful development comparable to the
development of Pudong in Shanghai which has resulted in new economic
opportunities and provided housing for Shanghai’s growing
population.
The Xi’an
municipal government plans to invest 50 billion RMB (over $6 billion) in
infrastructure for the Baqiao New Development Zone. The construction of a
large-scale public wetland park is well underway; which will embellish the
natural environment adjacent to our Baqiao project.
Through
its New Land subsidiary, the Company sold approximately 18.4 acres to
another developer in 2007 and generated approximately $24.41 million in
revenue.
In 2008,
we initiated a joint venture with Prax Capital Real Estate Holdings Limited
(Prax Capital) to develop 79 acres within the Baqiao project, which represents
the first phase of the Baqiao project’s development. Prax Capital invested $29.3
million in cash in the joint venture. The project is further described in the
Puhua section.
After
selling 18.4 acres and placing 79 acres in the joint venture, about 389 acres
remained available for the Company to develop in the Baqiao
project.
JunJing III: JunJing III is
near our JunJing II project and the city expressway. It has an expected
total gross floor area of approximately 7,501 square meters. The project
will consist of 3 high rise buildings, each 28 to 30 stories high. The project
is targeting middle to high income customers who require a high quality living
environment with convenient transportation to the city center. We plan to start
construction during the third quarter of 2010 and expect pre-sales to begin
during the third quarter of 2010. The total estimated revenues from this project
are approximately $46 million.
Park Plaza: In July 2009, the
Company entered into a Letter of Intent to acquire 44,250 square meters of
land in the center of Xi'an for the Park Plaza project. The Company intends to
develop a large mid-upper income residential and commercial development project
on this site, with a gross floor area of 162, 000 square meters. The four-year
construction of Park Plaza is expected to begin in the fourth quarter 2010.
We anticipate accepting pre-sale purchase agreements in the fourth quarter of
2010, and revenues from pre-sale agreements will be recognized when all revenue
recognition criteria have been met. The total revenue from Park Plaza is
estimated to be $154 million.
25
Golden Bay: The Golden Bay
project is located within the Baqiao project, with a total gross floor area of
378,887 square meters. The Golden Bay project will consist of residential
buildings as well as a commercial area. Construction is anticipated to begin in
the fourth quarter of 2010, and we expect to begin accepting pre-sale purchase
agreements in the second quarter of 2011.
Completed Projects
with units available for
sale
Project name
|
Type of
Projects
|
Completion
Date
|
Total Site
Area
(m2)
|
Total GFA
(m2)
|
Total
Number of
Units
|
Number of
Units sold by
June
30, 2010
|
||||||||||||||||
JunJing
II Phase One
|
Multi-Family
residential
&
Commercial
|
Q4/2009
|
39,524
|
136,012
|
1,182
|
1,162
|
||||||||||||||||
Tsining
Home IN
|
Multi-Family
residential
&
Commercial
|
Q4/2003
|
8,483
|
30,072
|
215
|
213
|
||||||||||||||||
Tsining-24G
|
Hotel,
Commercial
|
Q2/2006
|
8,227
|
43,563
|
773
|
749
|
||||||||||||||||
JunJing
I
|
Multi-Family
residential
&
Commercial
|
Q3/2006
|
55,588
|
167,931
|
1,671
|
1,642
|
JunJing II Phase One: JunJing
II Phase One consists of 13 residential buildings and 3 auxiliary buildings,
including one kindergarten, with a gross floor area of about 136,012 square
meters. As of June 31, 2010, JunJing II Phase One has contributed approximately
$80 million in revenues. By June 30, 2010, we had sold approximately
1,162 units in the project, which accounts for about 98.3% of all available
units totaling approximately 133,428 square meters, about 93.7% of available
GFA. This project was delivered to customers at the end of October,
2009.
Tsining Home IN: 88 North
Xingqing Road, Xi’an. Located near the city center, the Home IN project consists
of 215 two to three bedroom western-style apartments. The total
construction area is 30,072 square meters. The project, completed in December
2003, generated total sales of $13.7 million.
Tsining-24G: 133 Changle
Road, Xi’an. 24G is a redevelopment of an existing 26 floor building, located in
the center of the most developed commercial belt of the city. This upscale
development includes secure parking, cable TV, hot water, air conditioning,
natural gas access, internet connection and exercise facilities. This project
was awarded “The Most Investment Potential Award in Xi’an City” in
2006. Target Customers were white-collar workers, small business owners and
traders as well as entrepreneurs. Total area available for residential use was
43,563 square meters, covering 773 one to three bedroom service apartments. The
project started construction in June 2005 and was completed in June 2006 with
total sales of $42.1 million.
Tsining JunJing Garden I: 369
North Jinhua Road, Xi’an.
JunJing Garden
I was the first German style residential & commercial
community in Xi’an, designed by the world-famous WSP architectural design house.
Its target customers were local middle income families. The project has 15
residential apartment buildings consisting of 1,671 one to five bedroom
apartments. The Garden features secure parking, cable TV, hot water, heating
systems and access to natural gas. Total GFA available was 167,931 square
meters. JunJing Garden I was also a commercial venture that houses small
businesses serving the needs of JunJing Garden I residents and the surrounding
residential communities. The project was completed in September 2006 and
generated total revenue of $49.57 million.
CONSOLIDATED
OPERATING RESULTS
Three
Months Ended June 30, 2010 Compared With Three Months Ended June 30,
2009
Revenues
Our
revenues are mainly derived from the sale of residential and commercial units
and buildings, infrastructure work we perform for the local government and land
development projects in the Baqiao area.
In the
second quarter of 2010, most of our revenues came from Tsining JunJing II Phases
Two and Puhua Project. JunJing II Phase Two consists of 12 buildings, mainly
middle and high rises, and began to accept pre-sale contracts in the second
quarter 2009. Puhua Phase One consists of 7 garden houses, 2 mid-rises and 4
high-rises buildings with total expected revenues of approximately $116.2
million. We officially started the pre-sales in the fourth quarter of 2009 and
we recognized approximately $8.9 million in the second quarter of
2010.
26
Three months
|
Three months
|
|||||||
ended
|
ended
|
|||||||
Revenues by project:
|
June
30, 2010
|
June
30, 2009
|
||||||
US
dollars
|
||||||||
Project
Under Construction
|
||||||||
Tsining
JunJing II Phase One (Under construction on June 30, 2009)
|
$
|
-
|
$
|
20,020,967
|
||||
Tsining
JunJing II Phase Two
|
21,855,313
|
960,096
|
||||||
Puhua
Project
|
8,887,590
|
-
|
||||||
-
|
||||||||
Projects
Completed
|
-
|
|||||||
Tsining
JunJing II Phase One
|
3,135,381
|
|||||||
Tsining
JunJing I
|
1,077,115
|
(1,018,606)
|
||||||
Tsining-24G
|
110,835
|
1,018,023
|
||||||
Tsining
Gang Wan
|
94,361
|
-
|
||||||
Tsining
In Home
|
59,791
|
-
|
||||||
Additional
Project
|
200,460
|
|||||||
$
|
35,220,386
|
$
|
21,180,940
|
Revenues
from the sale of properties
The
revenues from the sale of properties in the three months ended June 30,
2010 increased 66.3
percent to $35,220,386 from $21,180,940 in the same period of 2009. The increase
was primarily due to the increased revenue from Tsining JunJing II Phase One and
Phase Two projects and Puhua Project, with its pre-sale started in the fourth
quarter of 2009, which contributed additional revenues, compared with the same
period in 2009.
The
following table summarizes details of our most significant
projects:
3 Months Ended
|
3 Months Ended
|
|||||||
Revenues by project:
|
June 30, 2010
|
June 30, 2009
|
||||||
US$
|
||||||||
Project
Under Construction
|
-
|
|||||||
Puhua
Project contract sale
|
$
|
$14,582,861
|
-
|
|||||
Revenue
|
8,887,590
|
-
|
||||||
Total
gross floor area (GFA) available for sale
|
640,000
|
-
|
||||||
GFA
sold during the period
|
18,013
|
-
|
||||||
Remaining
GFA available for sale
|
572,117
|
-
|
||||||
Phase
one percentage of completion
|
46%
|
-
|
||||||
Percentage
GFA sold during the period
|
2.8%
|
-
|
||||||
Percentage
GFA sold to date
|
10.6%
|
-
|
||||||
Average
sales price per GFA
|
|
810
|
||||||
|
||||||||
Tsining
JunJing II Phase Two contract sales
|
19,348,964
|
1,908,095
|
||||||
Revenue
|
|
21,855,313
|
960,096
|
|||||
Total
gross floor area (GFA) available for sale
|
112,556
|
112,556
|
||||||
GFA
sold during the period
|
23,199
|
2,456
|
||||||
Remaining
GFA available for sale
|
7,609
|
110,100
|
||||||
Percentage
of completion
|
81%
|
38%
|
||||||
Percentage
GFA sold during the period
|
21%
|
2%
|
||||||
Percentage
GFA sold to date
|
93%
|
2%
|
||||||
Average
sales price per GFA
|
|
834
|
777
|
|||||
Tsining
JunJing II Phase One contract sales (Under construction on June 30,
2009)
|
-
|
18,100,057
|
||||||
Revenue
|
|
-
|
20,020,967
|
|||||
Total
gross floor area (GFA) available for sale
|
-
|
136,012
|
||||||
GFA
sold during the period
|
-
|
28,367
|
||||||
Remaining
GFA available for sale
|
-
|
31,350
|
||||||
Percentage
of completion
|
-
|
81%
|
||||||
Percentage
GFA sold during the period
|
-
|
20.9%
|
||||||
Percentage
GFA sold to date
|
-
|
77.0%
|
||||||
Average
sales price per GFA
|
|
-
|
638
|
27
Revenues
from projects under construction
Tsining
JunJing II Phase Two
Tsining
JunJing II Phase Two consists of 12 middle-rise and high-rise buildings with
total expected revenues of approximately $93.4 million. We started the pre-sales
for JunJing II Phase Two in the second quarter of 2009. During the three months
ended June 30, 2010, our contract sales totaled $ 19.3 million sales for
164 units and we were able to recognized revenue of approximately $21.9 million
due to the percentage of completion method.
Puhua
Phase One and Phase Two
Puhua
Phase One consists of 7 garden houses, 2 mid-rises and 4 high-rises buildings
with total expected revenues of approximately $116.2 million. Puhua Phase Two
consists of 11 mid-rises and high-rises. The pre-sale of Phase One began in
the fourth quarter of 2009 while the pre-sale of Phase Two started in the second
quarter of 2010. During the second quarter of 2010, we were able to secure $
14.6 million in contract sales and we recognized revenue of approximately $8.9
million.
Please
note that the method of percentage of completion was utilized to recognize
revenue from January 1, 2008. Only revenue recognition of Tsining JunJing II and
Puhua Project is under this method. The percentages of completion of the
construction for each building as at June 30, 2010 are shown below:
Tsining JunJing II Phase two Buildings
|
Percentage of Completion
|
|||
10#
|
86.61
|
%
|
||
11#
|
88.41
|
%
|
||
12#
|
76.64
|
%
|
||
13#
|
88.66
|
%
|
||
16#
|
83.37
|
%
|
||
17#
|
86.22
|
%
|
||
18#
|
77.60
|
%
|
||
19#
|
84.09
|
%
|
||
22#
|
75.38
|
%
|
||
23#
|
73.63
|
%
|
||
24#
|
74.83
|
%
|
||
25#
|
71.76
|
%
|
Puhua Phase one
|
Percentage of Completion
|
|||
1#
|
44.09
|
%
|
||
2#
|
79.16
|
%
|
||
3#
|
30.44
|
%
|
||
4#
|
64.27
|
%
|
||
5#
|
38.07
|
%
|
||
6#
|
51.26
|
%
|
||
7#
|
29.24
|
%
|
||
8#
|
47.47
|
%
|
||
9#
|
43.54
|
%
|
||
10#
|
44.64
|
%
|
||
11#
|
26.75
|
%
|
||
12#
|
42.43
|
%
|
||
13#
|
38.20
|
%
|
Puhua Phase two
|
Percentage of Completion
|
|||
14#
|
23.62
|
%
|
||
15#
|
23.06
|
%
|
||
16#
|
26.11
|
%
|
||
17#
|
28.38
|
%
|
||
18#
|
23.62
|
%
|
||
19#
|
23.06
|
%
|
||
20#
|
24.40
|
%
|
||
21#
|
22.97
|
%
|
||
22#
|
23.29
|
%
|
||
23#
|
23.06
|
%
|
||
24#
|
23.06
|
%
|
28
The above
are all the buildings under pre-sale in JunJing II Phase Two, Puhua Phase One,
and Phase Two.
Revenues
from projects completed
The
revenue from completed projects totaled $4,477,483 for the three months
ended June 30, 2010, compared to $199,877 during same period of 2009. The
increase was mainly due to the completion of JunJing II Phase One which was
reclassified to completed projects during fourth quarter of fiscal
2009.
Other
income
Other
income includes property management fees, rental income, revenues from the
disposal of fixed assets as well as government’s allowance for the equivalent
cost of interest on the Company’s investments required to support infrastructure
construction, continued river management and suburban planning for the
entire Baqiao high-technology industrial park. We recognized $1,373,409 in other
income for the three months ended June 30, 2010 compared with $1,420,979 in the
same period of 2009. The 3.3 percent decrease can be explained by the following
table which summarizes the breakdown of the other income and their changes
during the three months ended June 30, 2010 and 2009:
For the three months ended
|
||||||||
June
30,
|
June
30,
|
|||||||
2010
|
2009
|
|||||||
Interest
income
|
$
|
61,547
|
$
|
37,082
|
||||
Government
reimbursement of infrastructure cost (1)
|
-
|
637,024
|
||||||
Rental
income, net (2)
|
530,038
|
120,948
|
||||||
Other
non-operating income (3)
|
722,034
|
588,558
|
||||||
Gain
on disposal of fixed assets and inventory
|
23,292
|
-
|
||||||
Miscellaneous
income
|
36,498
|
151,281
|
||||||
Total
|
$
|
1,373,409
|
$
|
1,534,893
|
(1)
|
There
is no more government reimbursement of infrastructure cost in year
2010.
|
(2)
|
The
increase of rental income is due to additional rental contract signed and
collected during the period.
|
(3)
|
The
increase is due to property management fees of additional project (JunJing
II Phase I).
|
Cost
of properties and land
The cost
of properties and land in the three months ended June 30, 2010 increased 71.1
percent to $25,691,338 compared with $15,016,997 in the same period of 2009. The
increase was primarily a result of the increased sales in our current selling
projects, mainly JunJing II Phase Two and Puhua project.
Gross
profit and profit margin
Gross
profit for the three months ended June 30, 2010 was
$10,325,603, representing an increase of 43.3 percent from $7,207,449
in the same period of 2009. The gross profit margin for the three months ended
June 30, 2010 was 28.2 percent compared with 31.7 percent in the same
period of 2009 and 19.3 percent in the first quarter of 2010. Due to the
increased sales of Jun Jing II Phase Two and Puhua project, gross profit was
increased as a result of increased revenue. Our gross margin decreased 3.5
percent compared with same period in 2009 because we had significant parking
spot sales which only had 10% margin. The gross margin increased 8.9
percent compared with first quarter of fiscal 2010, as we sold much fewer
parking lots, which only had 3% to 6% margin during the first
quarter of fiscal 2010 (the margin increased to 10% in the second quarter of
fiscal 2010).
29
Selling,
general and administrative expenses
Selling,
general and administrative expenses (SG&A) for the three months ended June
30, 2010 increased 93.4 percent to $3,758,565 from $1,942,946 in the same period
of 2009. The increase in SG&A is associated with the increased sales and
increased projects compared with the same period of 2009. The increased SG&A
mainly include marketing and travel expenses associated with Puhua project, as
we started our marketing road show in other provinces in Western China. The
initiation of JunJing III also increased administrative and marketing expenses.
SG&A accounted to 10.3 percent of total revenue in the second quarter
of 2010 compared to 8.6 percent for the same period in 2009.
Stock-based
compensation
We had no
stock-based compensation incurred during the second quarter of 2010 and
2009.
Other
expenses
Other
expenses consist mainly of late delivery settlements and maintenance
costs. Other expenses in the three months ended June 30, 2010 decreased
56.5 percent to $65,381 compared with $150,327 in the same period of 2009
primarily due to cancellation of the accounts written off by Planning
Bureau and reduction of the amount of compensation of Tsining 24G because of the
compensation for minor area difference when the units were delivered to
customers.
Operating
profit and operating profit margin
Operating
profit is defined as gross profit minus selling, general and administrative
expenses, stock-based compensation, security registration expenses and
other expenses. Operating profit in the three months ended June 30, 2010
was $5,708,256 compared with $3,764,371 operating profit in the same period of
2009, primarily due to the higher revenues generated by Tsining JunJing II Phase
Two and Puhua project. As a result, the operating profit margin was 15.6 percent
for the second quarter of 2010 compared with 16.6 percent for the same period of
2009 which was in line with our business model. Operating profit margin
recovered from 8.9% in the first quarter of 2010, mainly due to significantly
decreased sales of the parking lots of Junjing II phase one and Junjing I which
negatively impacted operating profit margin.
Interest
expense
Interest
expense in the three months ended June 30, 2010 increased 0.13 percent to
$447,475 from $446,899 in the same period of 2009. This is primarily due to
the increase of employee loan interest.
Amendment
to the Convertible Debt and Warrants Issued on January 28, 2008
In order
to reduce our outstanding debt and interest payment, we reached an agreement
with the investors to retire US$11 million of non convertible portion of the
US$20 million 5% Senior Secured Convertible Notes, which were issued to the
investors in January 2008, thus making the US$ 11 million non-convertible
portion now convertible. The investors also agreed to exercise all their
outstanding warrants associated with the 5% Senior Secured Convertible Notes
once a new registration statement covering the US$ 11 million Convertible Notes
is declared effective by the Securities and Exchange Commission.
On June
10, 2010, the Company and the investors entered into an amendment (the
“Amendment”), which grants the investors the rights to convert the $11
million Non-convertible Portion of the Convertible Notes. The rights expire in 5
business days after the effective date that a registration statement is filed by
the Company registering the shares underlying the Notes.
The
warrants issued in 2008 were amended as well to permit the investors to exercise
the warrants on a new provision (in addition to the original cashless exercise
provision) to receive one common share for every two warrants held if the
investor converts at least 55% of face amount of Convertible
Notes held.
In
addition, certain investors have agreed to convert 55% of the aggregate face
amount of notes to common shares within 5 business days after the effective date
of the registration statement filed by the Company. If the investors fail to
convert at least 55% of the aggregate amount of the notes, then this provision
lapses and this portion of notes becomes non-convertible and revert back to the
terms as if the Amendment did not occur.
Due to
the substantive change of the conversion feature on the Non-convertible Portion,
the Amendment is treated as a debt extinguishment on the Non-convertible
portion. The deemed proceeds of the revised $11 million Non-convertible Portion
are allocated to the embedded derivative and to the cost associated with the
change in the terms of the outstanding warrants. The remaining proceeds were
then allocated to the carrying value of the convertible debt.
For the
three and six months ended June 30, 2010, the Company recorded a loss on
extinguishment of debt of $2,180,492, which consists of:
30
Immediately before the
Amendment date of
June 10, 2010
|
Immediately after the
Amendment date of
June 10, 2010
|
Loss on
extinguishment of
debt recognized
|
||||||||||
Fair
value of warrants liability
|
$ | 1,370,585 | $ | 1,631,525 | $ | 260,940 | ||||||
Fair
value of embedded derivatives
|
1,570,542 | 3,490,094 | 1,919,552 | |||||||||
Total
|
$ | 2,941,127 | $ | 5,121,619 | $ | 2,180,492 |
The fair
value of the warrants and embedded derivatives immediately before and after the
Amendment date were calculated using the Cox-Ross-Rubinstein Binomial Lattice
Model (the “CRR Model”) with the following assumptions:
Expected
life
|
2.64 - 2.72
years
|
|||
Expected
volatility
|
105 | % | ||
Risk-free
interest rate
|
1.10 - 1.14 | % | ||
Dividend
yield
|
0 | % |
The fair
value change on the debt portion is not material. There is no gain or loss on
extinguishment of debt for the three and six months ended June 30,
2009.
Change
in fair value of embedded derivative
The
embedded derivative is related to the Company’s $20 million Convertible Debt
offering completed in January 2008. The change in the fair value of embedded
derivatives was a periodic adjustment to the estimated cost to the
Company which was provided by the Cox-Ross-Rubinstein Binomial Lattice
valuation model (CRR model)
The CRR
model depends on the following assumptions: the Company’s common stock price
underlying the warrants; strike price; conversion price; expected life; expected
volatility; risk free interest rate; and dividend rate. During the second
quarter of 2010, our common stock price experienced large fluctuations with the
price decreasing from $3.76 on 1 April, 2010 to $2.32 on June 30, 2010. The
decrease in stock price and expected volatility caused a decrease in
fair value for warrants and the change of fair value was booked as a reverse of
non-cash expense.
The
company recorded $(1,307,129) in the change in fair value of embedded
derivatives in the three months ended June 30, 2010 compared with $5,836,616 in
the same period of 2009.
Change
in fair value of warrants
In 2006,
2007 and 2008, the Company issued warrants in conjunction with the issuance of
common shares or Convertible Debt. The warrants permit the investors to buy
additional common shares at the prices specified in the warrant
agreements.
An
investor typically only exercises a warrant to buy common shares when the stock
price is higher than the warrant exercise price. The investor pays the exercise
price and the Company covers the difference between the warrant exercise price
and the share price at the time of conversion.
In
addition, the Company was required to estimate the fair value of its remaining
warrants outstanding and adjust the value as appropriate, and it chose to use
the Cox-Ross-Rubinstein Binomial Lattice valuation model to estimate their fair
value.
The
change in fair value of warrants was $(2,242,663) in the three months ended June
30, 2010, compared to $7,222,727 during the same period of 2009, which consisted
of the periodic adjustment to the estimated cost to the company to provide the
common shares, assuming that all of the warrants will be exercised sometime
in the future. The basis for estimating the cost to provide the common shares
was provided by the valuation model. The CRR model depends on the following
assumptions: the Company’s common stock price underlying the warrants; strike
price; expected life; expected volatility; risk free interest rate; and dividend
rate. During the second quarter of 2010, our common stock price experienced
large fluctuations with the price decreasing from $3.76 on April 1, 2010 to
$2.32 on June 30, 2010. The decrease in stock price and
expected volatility caused a decrease in fair value for warrants and the
change of fair value was booked as a reverse of non-cash expense. While During
the second quarter of 2009, our common stock price experienced large
fluctuations with the price increasing from $1.20 on March 31, 2009 to $5.76 on
June 30, 2009. The increase in stock price and expected volatility caused an
increase in fair value for warrants and the change of fair value was booked as a
non-cash expense.
Security
registration expenses
Pursuant
to the agreement with the investors of the 5% Senior Secured Convertible Debt
(Note 14), the Company was required to pay the investors certain late
registration payments (“Late Payments”) if the company failed to file a
Registration Statement within 60 days after the closing date of the 5% Senior
Secured Convertible Debt. The Company commenced negotiations with the investors
of the 5% Senior Secured Convertible Debt to waive the Late Payments in December
2008, as both parties believed that the registration statement would become
effective within a short period of time. However, as the registration statement
has not become effective as of September 2009, the investors of the 5% Senior
Secured Convertible Debt have decided to claim the Late Payments.
31
The
security registration expenses were $0 for the three months ended June 30, 2010
because the Company has settled the Late Payments in fiscal 2009, compared with
$606,742 in the same period of 2009.
Provision
of income taxes
The
$1,531,461 income taxes provision for the three months ended June 30, 2010
increased from the $1,347,914 income taxes provision for the three months ended
June 30, 2009 due to increase of net income from business
operations.
Net
income
Net
income for the three months ended June 30, 2010
increased 162 percent to $5,567,946 compared to a loss
of $10,496,987 in the same period of 2009.
The
increased net income was a result of multiple factors. During the three months
ended June 30, 2010, we had more projects generating revenues compared with the
same period in 2009. We also spent more on marketing to enhance our sales in
light of tightened government policies. In the second quarter, we were able to
recognize approximately $26.6 million as revenue from JunJing II Phase One,
Phase Two and our Puhua project and we were able to secure approximately
$33.9 million in new contracts from those three projects. As of June 30, 2010,
we have pre-sold 104,947 sq. meters out of 112,556 sq. meters total GFA of
JunJing II Phase Two approximately 93.2 percent on the GFA basis and 90
percent on the unit basis. We have sold 67,883 sq. meters out of
640,000 sq. meters total GFA of Puhua representing approximately 10.6 percent on
the GFA basis and 10.6 percent on the unit basis.
With the
introduction of Puhua, we are expecting the gross margin will be
improved slightly in the future, which is primarily because of its better
quality and higher average price in Puhua. The average selling price has
increased to RMB 5,527(approximately US$810) per square meter during the second
quarter of 2010, compared with RMB4,360(approximately US$641) per square meter
when the company first started pre-sales in October 2009.
The
periodic revaluation of derivatives and warrants also contributed approximately
$4 million during the quarter mainly due to the decrease of our common stock
price.
Basic
and diluted earnings per share
Basic
earnings per share was $0.17 in the three months ended June 30, 2010, compared
to $0.34 in the same period of 2009. Diluted earnings per share was
$0.13 in the three months ended June 30, 2010, compared to $0.34 in the
same period of 2009. The number of shares outstanding doesn’t change
significantly from year to year. Earnings available to distribute increased to
$5.6 million in second quarter of 2010 from a loss of
$10.6 million in the second quarter of 2009.
Common
shares used to calculate basic and diluted EPS
The
weighted average shares outstanding used to calculate basic earnings per
share was 33,065,086 shares in the three months ended June 30, 2010 and
30,932,745 shares in the same period of 2009. The weighted average shares
outstanding used to calculate the diluted earnings per share was
35,302,785 shares in the three months ended June 30, 2010 and 30,938,070
shares in the same period of 2009. The dilution is related to warrants and
convertible notes which had dilutive effect.
Foreign
exchange
The
company operates in China and the functional currency is Chinese Renminbi (RMB)
but the reporting currency is U.S. dollar, based on the exchange rate of the two
currencies. The fluctuation of exchange rates during the three months ended June
30, 2010 and the same period of 2009, when translating the operating results and
financial positions at different exchange rates, created the accrued gain
(loss) on foreign exchange. The gain on foreign exchange in the three
months ended June 30, 2010 was $834,531, compared with gain of $51,713 in the
same period of 2009. There is no foreign exchange gain or loss incurred in the
second quarter of 2010. The gain (loss) are due to foreign exchange
fluctuations during the periods.
32
Six
Months Ended June 30, 2010 Compared With Six Months Ended June 30,
2009
Revenues
In the
six months ended June 30, 2010, most of our revenues came from Puhua Project,
Tsining JunJing II Phases One and Two, JunJing II Phase One consists of 13
residential buildings and 3 auxiliary buildings, including one kindergarten,
with a gross floor area of about 136,012 square meters. This project began to be
delivered to customers at the end of October, 2009. JunJing II Phase Two
consists of 12 buildings, mainly middle and high rises, and began to accept
pre-sale contracts in the second quarter 2009. Puhua Phase One consists of 7
garden houses, 2 mid-rises and 4 high-rises buildings with total expected
revenues of approximately $116.2 million. We officially started the pre-sales in
the fourth quarter of 2009 and we recognized approximately $20.34 million
for the six months ended as of June 30, 2010.
6 months
|
6 months
|
|||||||
ended
|
ended
|
|||||||
Revenues by project:
|
|
June
30, 2010
|
|
June30-
2009
|
||||
US
dollars
|
||||||||
Project
Under Construction
|
||||||||
Tsining
JunJing II Phase One (Under construction on June 30, 2009)
|
$
|
-
|
$
|
30,326,229
|
||||
Tsining
JunJing II Phase Two
|
37,017,035
|
960,096
|
||||||
Puhua
Project
|
20,342,154
|
-
|
||||||
Projects
Completed
|
||||||||
Tsining
JunJing II Phase One
|
7,230,906
|
-
|
||||||
Tsining
JunJing I
|
2,373,840
|
561,959
|
||||||
Tsining-24G
|
126,519
|
1,880,616
|
||||||
Tsining
Gang Wan
|
94,361
|
|||||||
Tsining
In Home
|
426,632
|
|||||||
Additional
Project
|
377,909
|
|||||||
Revenues
from the sale of properties
|
$
|
67,611,447
|
$
|
34,106,809
|
Revenues
from the sale of properties
The
revenues from the sale of properties in the six months ended June 30, 2010 increased 98.2 percent
to $67,611,447 from $34,106,809 in the same period of 2009. The increase was
primarily due to the increased revenue from Tsining JunJing II Phase One, and
Phase Two. Puhua Project, with pre-sales starting in the fourth quarter of
2009, contributed additional revenues, while there was no revenue from Puhua
in the same period in 2009.
Our
project in process is the Baqiao project where we have the exclusive right to
develop 487 acres. In 2007, we acquired the development rights and recognized
$24,405,717 in revenue as a result of an approximately 18 acre land sale to an
unrelated developer. Near the end of 2008, we initiated a joint venture with
Prax Capital to co-develop 79 acres within the Baqiao project. Prax Capital
invested $29.3 million in cash into the joint venture. After setting aside
approximately 42 acres for the newly planned Golden Bay project, approximately
348 acres remain available for development in the Baqiao project.
The
following table summarizes details of our most significant
projects:
6 Months Ended
|
6 Months Ended
|
|||||||
Revenues by project:
|
|
June
30, 2010
|
|
June30-
2009
|
||||
US$
|
||||||||
Project
Under Construction
|
-
|
|||||||
Puhua
Project contract sale
|
$
|
32,462,984
|
-
|
|||||
Revenue
|
20,342,154
|
-
|
||||||
Total
gross floor area (GFA) available for sale
|
640,000
|
-
|
||||||
GFA
sold during the period
|
43,754
|
-
|
||||||
Remaining
GFA available for sale
|
572,117
|
-
|
||||||
Phase
one percentage of completion
|
46
|
%
|
-
|
|||||
Percentage
GFA sold during the period
|
6.8
|
%
|
-
|
|||||
Percentage
GFA sold to date
|
10.6
|
%
|
-
|
|||||
Average
sales price per GFA
|
$
|
742
|
||||||
Tsining
JunJing II Phase Two contract sales
|
39,352,751
|
1,908,095
|
||||||
Revenue
|
$
|
37,017,035
|
960,096
|
|||||
Total
gross floor area (GFA) available for sale
|
112,556
|
112,556
|
||||||
GFA
sold during the period
|
49,614
|
2,456
|
||||||
Remaining
GFA available for sale
|
7,609
|
110,100
|
||||||
Percentage
of completion
|
81
|
%
|
38%
|
|||||
Percentage
GFA sold during the period
|
44
|
%
|
2%
|
|||||
Percentage
GFA sold to date
|
93
|
%
|
2%
|
|||||
Average
sales price per GFA
|
$
|
793
|
777
|
|||||
Tsining
JunJing II Phase One contract sales (Under construction on June 30,
2009)
|
30,151,821
|
|||||||
Revenue
|
30,326,229
|
|||||||
Total
gross floor area (GFA) available for sale
|
136,012
|
|||||||
GFA
sold during the period
|
47,564
|
|||||||
Remaining
GFA available for sale
|
31,350
|
|||||||
Percentage
of completion
|
81%
|
|||||||
Percentage
GFA sold during the period
|
35%
|
|||||||
Percentage
GFA sold to date
|
77%
|
|||||||
Average
sales price per GFA
|
636
|
33
Revenues
from projects under construction
Tsining
JunJing II Phase Two
Tsining
JunJing II Phase Two consists of 12 middle-rise and high-rise buildings with
total expected revenues of approximately $93.4 million. We officially started
the pre-sales in the second quarter of 2009 and were able to secure $39.4
million in contract sales for 398 units of which we recognized
approximately $37.0 million for the 6 months ended June 30,
2010.
Puhua
Phase One and Phase Two
Puhua
Phase One consists of 7 garden houses, 2 mid-rises and 4 high-rises buildings
with total expected revenues of approximately $116.2 million. Puhua Phase Two
consists of 11 mid-rises and high-rises. The pre-sale of Phase One began in
the fourth quarter of 2009 and we were able to secure $32.5 million in contract
sales for the 6 months ended June 30, 2010 of which we recognized
approximately $20.3 million for the 6 months ended June 30,
2010.
Revenues
from projects completed
The
revenue from completed projects totaled $10,252,257 for the six months
ended June 30, 2010, compared to $2,820,484 during same period of 2009. The
increase was mainly due to JunJing II Phase One which was completed and
reclassified to completed projects during fourth quarter of fiscal
2009.
Other
income
Other
income includes property management fees, rental income, revenues from the
disposal of fixed assets as well as government’s allowance for the equivalent
cost of interest on the Company’s investments required to support infrastructure
construction, continued river management and suburban planning for the entire
Baqiao high-technology industrial park. We recognized $2,555,262 in other income
for the six months ended June 30, 2010 compared with $2,339,793 in the same
period of 2009. The 9.2percent increase can be explained by the following table
which summarizes the breakdown of the other income and their changes during the
six months ended June 30, 2010 and 2009:
For
the six months ended
|
||||||||
June
30,
|
June
30,
|
|||||||
2010
|
2009
|
|||||||
Interest
income
|
$ | 178,093 | $ | 40,879 | ||||
Government
reimbursement of infrastructure cost (1)
|
- | 953,290 | ||||||
Rental
income (2)
|
840,938 | 205,604 | ||||||
Income
from property management services (3)
|
1,363,310 | 1,168,952 | ||||||
Gain
on disposal of fixed assets and inventory
|
23,292 | 16,945 | ||||||
Miscellaneous
income
|
149,629 | 151,281 | ||||||
$ | 2,555,262 | $ | 2,536,951 |
34
|
(1)
|
There
is no more government reimbursement of infrastructure cost in year
2010.
|
|
(2)
|
The
increase of rental income is due to additional rental contract signed and
collected during the period.
|
|
(3)
|
The
increase is due to property management fees of additional project (JunJing
II Phase I).
|
Cost
of properties and land
The cost
of properties and land in the six months ended June 30, 2010 increased 116.5
percent to $52,253,225 compared with $24,138,943 in the same period of 2009. The
increase was primarily a result of the increased sales volume in our JunJing II
Phase Two and Puhua project.
Gross
profit and profit margin
Gross
profit for the six months ended June 30, 2010 was $16,799,857, representing an
increase of 45.4 percent from $11,553,917 in the same period of 2009. The
gross profit margin for the six months ended June 30, 2010 was 23.9 percent
compared with 31.5 percent in the same period of 2009. Due to the introduction
of Jun Jing II phase two and Puhua project which started to recognize revenue in
the first quarter of this year, the revenue has increased. Meanwhile through our
active marketing activities, we were able to enhance our sales given the
tightened government policies. Our gross margin decreased due to the sales of
the parking lots of JunJing II Phase One in the first quarter of 2010 which only
had approximately 3% to 6% gross profit margin.
Selling,
general and administrative expenses
Selling, general and administrative
expenses (SG&A) for the six months ended June 30, 2010 increased
87.9 percent to $6,296,449 from $3,351,770 in the same period of 2009. The
increase in SG&A is associated with the increased sales and increased projects compared with
the same period of 2009.
This quarter’s SG&A mainly include marketing
expenses associated with Puhua project, as we started our
marketing road show in other provinces in Western China. The initiation of JunJing III
also increased
administrative and marketing expenses. SG&A accounted for 9.0 percent of total revenue for the six
months ended June 30, 2010 compared to 9.2 percent for the same period in
2009.
Stock-based
compensation
We
incurred no stock-based compensation incurred for the six months ended June 30,
2010 and same period in 2009.
Other
expenses
Other
expenses consist mainly of late delivery settlements and maintenance
costs. Other expenses in the six months ended June 30, 2010 decreased 1.1
percent to $188,032 compared with $190,123 in the same period of 2009 primarily
due to accounts written off by Planning Bureau and compensation of Tsining 24G
because of the compensation for minor area difference when the units are
delivered to customers.
Operating
profit and operating profit margin
Operating
profit is defined as gross profit minus selling, general and administrative
expenses, stock-based compensation, security registration expenses and
other expenses. Operating profit in the six months ended June 30, 2010 was
$8,685,768 compared with $5,442,319 operating profit in the same period of 2009,
primarily due to the higher revenues generated by Tsining JunJing II Phase Two
and Puhua project. The operating profit margin was 12.4 percent for the six
months ended June 30, 2010 compared with 14.9 percent for the same period of
2009 which was primarily due to the sales of the parking lots of JunJing II
Phase One in the first quarter of 2010 which negatively impacted our operating
profit margin.
Interest
expense
Interest
expense in the six months ended June 30, 2010 increased 21.6 percent to $954,500
from $784,977 in the same period of 2009. This increase was primarily due
to the increase of employee loan interest.
Amendment
to the Convertible Debt and Warrants Issued on January 28, 2008
See
discussion under the three months ended June 30, 2010 section
above.
35
Change
in fair value of embedded derivative
The
embedded derivative is related to the Company’s $20 million Convertible Debt
offering completed in January 2008. The change in the fair value of embedded
derivatives was a periodic adjustment to the estimated cost to the Company,
which was provided by the Cox-Ross-Rubinstein Binomial Lattice valuation
model (CRR model).
The CRR
model depends on the following assumptions: the Company’s common stock price
underlying the warrants; strike price; conversion price; expected life; expected
volatility; risk free interest rate; and dividend rate. During the first quarter
of 2010, our common stock price experienced large fluctuations with the price
decreasing from $4.13 on January 1, 2010 to $2.32 on June 30, 2010. The
decrease in stock price and expected volatility caused a decrease in
fair value for warrants and the change of fair value was booked as a reverse of
non-cash expense.
The
company recorded $(1,873,335) in the change in fair value of embedded
derivatives in the six months ended June 30, 2010 compared with $5,712,578 in
the same period of 2009.
Change
in fair value of warrants
In 2006,
2007 and 2008, the Company issued warrants in conjunction with the issuance of
common shares or Convertible Debt. The warrants permit the investors to buy
additional common shares at the prices specified in the warrant
agreements.
An
investor typically only exercises a warrant to buy common shares when the stock
price is higher than the warrant exercise price. The investor pays the exercise
price and the Company covers the difference between the warrant exercise price
and the share price at the time of conversion.
In
addition, the Company was required to estimate the fair value of its remaining
warrants outstanding and adjust the value as appropriate, and it chose to use
the Cox-Ross-Rubinstein Binomial Lattice valuation model to estimate their fair
value.
The
change in fair value of warrants was $(2,797,264) in the six months ended June
30, 2010, compared to $7,055,488 during the same period of 2009, which consisted
of the periodic adjustment to the estimated cost to the company to provide the
common shares, assuming that all of the warrants will be exercised sometime
in the future. The basis for estimating the cost to provide the common shares
was provided by the valuation model. The CRR model depends on the following
assumptions: the Company’s common stock price underlying the warrants; strike
price; expected life; expected volatility; risk free interest rate; and dividend
rate. During the first quarter of 2010, our common stock price experienced large
fluctuations with the price decreasing from $4.13 on 1 January, 2010 to $2.32 on
June 30, 2010. The decrease in stock price and expected volatility
caused a decrease in fair value for warrants and the change of fair value was
booked as a reverse of non-cash expense. While During the second quarter of
2009, our common stock price experienced large fluctuations with the price
increasing from $1.20 on March 31, 2009 to $5.76 on June 30, 2009. The increase
in stock price and expected volatility caused an increase in fair value for
warrants and the change of fair value was booked as a non-cash
expense.
Security
registration expenses
Pursuant
to the agreement with the investors of the 5% Senior Secured Convertible Debt
(Note 14), the Company was required to pay the investors certain late
registration payments (“Late Payments”) if the company failed to file a
Registration Statement within 60 days after the closing date of the 5% Senior
Secured Convertible Debt. The Company commenced negotiations with the investors
of the 5% Senior Secured Convertible Debt to waive the Late Payments in December
2008, as both parties believed that the registration statement would become
effective within a short period of time. However, as the registration statement
has not become effective as of September 2009, the investors of the 5% Senior
Secured Convertible Debt have decided to claim the Late Payments.
The
security registration expenses were $0 for the six months ended June 30, 2010
because the Company has settled the Late Payments in fiscal 2009, compared with
$1,206,742 in the same period of 2009.
Provision
of income taxes
The
$2,540,992 income taxes provision for the six months ended June 30, 2010
increased from the $2,061,555 income taxes provision for the six months ended
June 30, 2009 due to increase of net income from business
operations.
Net
income
Net
income for the six months ended June 30, 2010
increased 45.1 percent to $(5,564,163) compared to $(9,194,268)
in the same period of 2009.
36
We
believe that the net income increase was a result of multiple factors.
During the six months ended June 30, 2010, we had more projects generating
revenues, compared with the same period in 2009. We also spent more on marketing
to enhance our sales in light of tightened government policies. Our net income
margin, due to the decrease of parking lots sales recovered to 16.6 percent in
the second quarter of 2010 from 9.3 percent in the first quarter of 2010. In the
first two quarters of 2010, we were able to recognize approximately $57.4
million as revenue from JunJing II Phase Two project and our Puhua project, and
we were able to secure approximately $51.8 million in new contracts from those
two projects. As of June 30, 2010, we have pre-sold 104,947 sq. meters out of
112,556 sq. meters total GFA of JunJing II Phase
Two approximately 93.2 percent on the GFA basis and 90 percent on the
unit basis. We have pre-sold 67,883 sq. meters out of 640,000 sq. meters total
GFA of Puhua representing approximately 10.6 percent on the GFA basis and 10.6
percent on the unit basis.
With the
introduction of Puhua, we are also expecting the gross margin will improve
slightly in the future, primarily because of its better quality and higher
average price in Puhua. The average selling price has increased to RMB
5,065(approximately US$742) per square meter during the second quarter of 2010,
compared with RMB4, 360(approximately US$641) per square meter when the
company first started pre-sale in October 2009.
The
periodic revaluation of derivatives and warrants also contributed approximately
$5.6 million during the quarter mainly due to the decrease of our common stock
price.
Charge
to non-controlling interest
On
November 5, 2008, the Company and Prax Capital (“Prax”) entered into a joint
venture agreement to develop 79 acres within China Housing’s Baqiao project
located in Xi’an. Prax invested $29.3 million for a 25% interest in Puhua by
obtaining 1,000 Class A shares of Success Hill (“Class A Shares”) with various
distribution rights. Prax’s initial investments were recorded as noncontrolling
interests in the consolidated financial statements. During the first quarter of
2010, the Company proposed to redeem Prax’s 1000 Class A shares in Success Hill
in order to fix the maximum return on Prax’s initial investment. Both parties
then entered into an Amended and Restated Shareholders’ Agreement on May 10,
2010, under the terms of which, effectively January 1, 2010, the Company will
redeem all of Prax’s Class A Shares within three years for consideration of the
USD equivalent of $84.39 million (RMB 576 million).
As Prax’s
interest in the consolidated subsidiaries meets the definition of a mandatorily
redeemable financial instrument, it is reported within liabilities as
mandatorily redeemable noncontrolling interests in subsidiaries on the Company’s
consolidated balance sheet and initially measured at the fair value of cash that
would be due and payable to Prax under the Amended and Restated Shareholder
agreement.
As at
January 1, 2010, the Company recorded a liability of $42,600,511 reflecting the
fair value of the redemption amount of Prax’s interest and eliminated the
original noncontrolling interest in the equity on the consolidated balance
sheet. The difference of $14,229,043 between the carrying value of
the original noncontrolling interests and the fair value of redemption amount of
Prax’s interest has been reflected as a charge to noncontrolling interests.
Subsequently, the Company recorded accretion cost on these redeemable
noncontrolling interests using the effective interest method based on effective
interest rate of 45%. The related accretion cost incurred for the six months
ended June 30, 2010 were $ 8,708,484 (2009 - $Nil) and was capitalized in
real estate construction in progress.
Noncontrolling Interest
|
||||
Noncontrolling
interests at December 31, 2009
|
$
|
28,371,468
|
||
Reclassify
to mandatorily redeemable noncontrolling interests in
subsidiaries
|
(28,371,468
|
) | ||
Noncontrolling
interests at June 30, 2010
|
$
|
-
|
Mandatory Redeemable
Noncontrolling Interests in
Subsidiaries
|
||||
Mandatory
redeemable noncontrolling interests in subsidiaries at December 31,
2009
|
$ | - | ||
Initial
fair value of mandatorily redeemable noncontrolling interests in
subsidiaries
|
42,600,511 | |||
Capitalized
accretion cost on mandatorily redeemable noncontrolling interests in
subsidiaries
|
8,708,484 | |||
Difference
in foreign exchange translation
|
261,849 | |||
Mandatorily
redeemable noncontrolling interests in s subsidiaries at June 30,
2010
|
$ | 51,570,844 |
The
mandatory redemption schedules are as follow:
Date
|
|
|||
December
31, 2010
|
$
|
29,492,000
|
||
December
31, 2011
|
29,492,000
|
|||
December
25, 2012
|
25,952,960
|
|||
Total
|
$
|
84,936,960
|
37
Basic
and diluted earnings per share
Basic
earnings per share was $(0.17) in the six months ended June 30, 2010, compared
to $(0.30) in the same period of 2009. Diluted earnings per share was
$(0.20) in the six months ended June 30, 2010, compared to $(0.30) in the
same period of 2009. The number of shares outstanding doesn’t change
significantly from year to year. Earnings available to distribute increased from
$(9.2) million for the 6 months ended June 30, 2009 to $(5.5) million in
the same period 2010. The negative EPS and Diluted EPS are mainly due to Prax
restructuring which resulting in the recording of a one-time loss of
($14,229,043).
Common
shares used to calculate basic and diluted EPS
The
weighted average shares outstanding used to calculate basic earnings per
share was 32,824,416 shares in the six months ended June 30, 2010 and
30,913,359 shares in the same period of 2009. The weighted average shares
outstanding used to calculate the diluted earnings per share was
34,752,732 shares in the six months ended June 30, 2010 and 30,916,036
shares in the same period of 2009. The dilution is related to warrants and
convertible notes which had dilutive effect.
Foreign
exchange
The
company operates in China and the functional currency is Chinese Renminbi (RMB)
but the reporting currency is U.S. dollar, based on the exchange rate of the two
currencies. The fluctuation of exchange rates during the six months ended June
30, 2010 and the same period of 2009, when translating the operating results and
financial positions at different exchange rates, created the accrued gain
(loss) on foreign exchange. The gain on foreign exchange in the six months
ended June 30, 2010 was $806,847, compared with the loss of $311,420 in the same
period of 2009. The gain (loss) are due to foreign exchange fluctuations during
the periods.
Cash
flow discussion
There is
net cash inflow of $31,020,859 during the six months ended June 30, 2010
compared with $27,037,109 cash outflow during the same period of
2009.
The
operating activity cash inflow was $16,315,586 in the six months ended June 30,
2010 and a major cash outflow of $15,072,585 in the same period of 2009 due
to the sales of the property.
A cash
outflow of $1,042,100 in investing activities for the six months ended June
30, 2010, compared with the cash inflow of $437,194 for the same period of 2009,
due to the purchase of the property and equipment.
There was
a cash inflow of $15,747,373 for financing activities for the six months
ended June 30, 2010 compared with $12,401,718 of outflow in 2009 due to the
additional bank loans being drawn.
Debt
leverage
Total
debt consists of Payables for acquisition of businesses, Loans from employees,
Loans payable, Convertible Debt and mandatorily redeemable noncontrolling
interests in Subsidiairies.
Total
debt outstanding as of June 30, 2010 was $130,946,474 compared with $59,801,870
on December 31, 2009. Net debt outstanding (total debt less cash) as
of June 30, 2010 was $62,630,127 compared with $22,938,654 on December
31, 2009. The company's net debt as a percentage of total capital (net debt plus
shareholders' equity) was 40.8 percent on June 30, 2010 and 20.2 percent on
December 31, 2009, which increased due to addition of the mandatorily
redeemable noncontrolling interests in Puhua.
Liquidity
and capital resources
Our
principal liquidity demands are based on the development of new properties,
property acquisitions, and general corporate purposes. As of June 30, 2010,
we had $68,316,347 of cash and cash equivalents, compared to $36,863,216 as of
December 31, 2009, an increase of $31,453,131. Along with progress in
projects, we can use the internal generated cash flow to fund our daily
operation.
The
Company leases part of its office and hotel space under various operating lease
agreements with expiring dates between year 2010 and 2019.
The
Company entered into a consulting service contract with a third party. The
contract has a set payment schedule which will be realized in less than a
year.
38
The
Company also had two land use rights with unpaid balances of approximately $0.9
million and $2.6 million. The balances are not due until the vendor removes the
existing building on the land and changes the zoning status of the land use
right certificate. Based on the current condition, the Company estimated
that the balances will be paid in two years.
All
future payments required under the various agreements are summarized
below.
Payment due by period
|
||||||||||||||||||||||||||||
Commitments and
Contingencies
|
Total
|
Less than
1 year
|
1-2 years
|
2-3 years
|
3-4 years
|
4-5 years
|
After
5 years
|
|||||||||||||||||||||
Operating
lease
|
$ | 840,160 | $ | 178,858 | $ | 121,685 | $ | 77,088 | $ | 77,088 | $ | 77,088 | $ | 308,353 | ||||||||||||||
Consulting
contract
|
276,488 | 276,488 | - | - | - | - | - | |||||||||||||||||||||
Land
use right
|
3,539,040 | 928,998 | 2,610,042 | - | - | - | - | |||||||||||||||||||||
Total
|
$ | 4,655,688 | $ | 1,384,344 | $ | 2,731,727 | $ | 77,088 | $ | 77,088 | $ | 77,088 | $ | 308,353 |
Financial
obligations
As of
June 30, 2010 we had total bank loans of $52,348,301 with a weighted average
interest rate of 8.1 percent. Mortgage debt (total bank loans) is secured
by the assets of the company.
Loans
payable
Loans
payable represent amounts due to various banks and are due on demand or normally
due within one or two years. These loans generally can be renewed with the banks
when the loans mature.
Most of
the obligations of the Company are tied to specific projects. The terms of the
loans typically are 1 to 3 years. Loan extensions are determined by mutual
agreement when the current term expires and both parties will consider the
remaining time needed to complete the project. Most of these loans are payable
when the project has been completed and the residents or businesses take
possession.
On June
28, 2008, the Company signed a strategic partnership Memorandum of Understanding
(“MOU”) with China Construction Bank Xi’an Branch that established a RMB 1
billion (approximately US$147 million) credit line for real estate development
by the Company and its subsidiaries. On August 28, 2008, the Company
entered a first loan agreement with China Construction Bank Xi’an Branch to draw
down the first RMB 150 million loans. The first loan was fully repaid as at
December 31, 2009. On August 30, 2009, the Company entered a second loan
agreement with China Construction Bank Xi’an Branch to draw down another RMB 85
million loan, which was fully repaid as at June 30, 2010.
Under the
MOU, the Company and its Subsidiaries are required to set up a basic deposit
account with China Construction Bank, to maintain a current ratio of not less
than 90% and to maintain liabilities to assets ratio of not greater than 65%.
Due to the change of corporate structure of the Company, China Construction Bank
Xi’an Branch has clarified the current ratio and liabilities to assets ratio
calculations only include the financial information of Tsining and New Land. As
of June 30, 2010, the current ratio was approximately 110%, and the
liabilities to assets ratio was approximately 47.8%. The Company will be able to
draw down approximately another $90.65 million before we reach the maximum
liabilities to assets ratio of 65%.
Loans
payable as of June 30, 2010 and December 31, 2009 consisted of
the following:
June 30,
2010
|
December 31,
2009
|
|||||||
Xi'an
Rural Credit Union Zao Yuan Rd. Branch
|
||||||||
Due
July 3, 2010, annual interest is at 8.496 percent, secured by the
Company's Jun Jing Yuan I, Han Yuan and Xin Xing Tower
projects
|
$ | 2,949,200 | $ | 2,930,017 | ||||
China
Construction Bank, Xi'an Branch
|
||||||||
Due
August 27, 2011, annual interest is at a floating interest rate based on
110% of the People’s Bank of China prime rate, secured by the Company's
Jun Jing Yuan II project
|
- | 3,223,018 | ||||||
Due
September 8, 2012, annual interest is at a floating interest rate based on
110% of the People’s Bank of China prime rate, secured by the Company's
Jun Jing Yuan II project
|
- | 12,452,571 | ||||||
Xinhua
Trust Investments Ltd.
|
||||||||
Due
January 28, 2012, annual interest is at 10 percent, secured by the 24G
project
|
22,119,000 | - | ||||||
Commercial
Bank Weilai Branch
|
||||||||
Due
August 29, 2010, annual interest is at 10.21 percent, secured by the
Company's Jun Jing Yuan I and XinXing Tower projects
|
5,161,100 | 5,127,528 | ||||||
Bank
of Beijing, Xi’an Branch
|
||||||||
Due
December 10, 2012, annual interest is at the bank’s prime rate, secured by
the Puhua project with a minimum repayment of $7.3 million required in
2011.
|
22,119,001 | 12,452,571 | ||||||
Total
|
$ | 52,348,301 | $ | 36,185,705 |
39
All loans
are used to finance construction projects. All interest paid
was capitalized and allocated to various construction
projects.
Liquidity
expectation
The
Company believes that the combination of present capital resources, internally
generated funds, and unused financing sources are more than adequate to meet
cash requirements for the year 2010.
We intend
to meet our liquidity requirements, including capital expenditures related to
the purchase of land for the development of our future projects, through cash
flow provided by operations and additional funds raised by future financings.
Upon acquiring land for future developments, we intend to raise funds to develop
our projects by obtaining mortgage financing mainly from local banking
institutions with which we have done business in the past. We believe that
our relationships with these banks are in good standing and that our real
estate will secure the loans needed. We believe that adequate cash flow will be
available to fund our operations.
The
majority of the company's revenues and expenses were denominated primarily in
renminbi (RMB), the currency of the People's Republic of China. There is no
assurance that exchange rates between the RMB and the U.S. dollar will remain
stable. The company does not engage in currency hedging. Inflation has not
had a material impact on the company's business.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
The
Company is subject to the following market risks, including but not limited
to:
General
Real Estate Risk
There is
a risk that the Company’s property values could go down due to general economic
conditions, a weak market for real estate generally, or changing supply and
demand. The Company’s property held for sale value, approximately $109.8 million
at the end of June, 2010, may change due to market fluctuations. Currently, it
is valued at our cost which is significantly below the market
value.
Risk
Relating to Property Sales
The
Company may not be able to sell a property at a particular time for its full
value, particularly in a poor market.
Foreign
Currency Exchange Rate Risk
The
Company is doing all of its business in the People’s Republic of China. All
revenue and profit are denominated in RMB. When the RMB depreciates, it may
adversely affect the Company’s financial performance. Specifically, since the
Company’s recent $20 million senior Convertible Debt interest payment is
denominated in U.S. dollars, the depreciation of the RMB may incur additional
cost to its financial cost.
40
Item
4. Controls and Procedures
(a) Evaluation
of Disclosure Controls and Procedures.
Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we evaluated the effectiveness of
the design and operation of our disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934 (the Exchange Act)). Disclosure controls and procedures are controls and
procedures that are designed to ensure that information required to
be disclosed in our reports filed or submitted under the Securities
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our principal executive officer and our principal
financial officer, as appropriate, to allow timely decisions regarding required
disclosure. Based on this evaluation, our Chief Executive Officer and our Chief
Financial Officer concluded that our disclosure controls and procedures as of
the end of the period covered by this report were not effective due to the
identified significant deficiencies in our internal control over financial
reporting described in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009. The Company has engaged Ernst & Young to aid in the
compliance with SOX 404.
(b) Changes
in Internal Control over Financial Reporting.
During
the quarter ended June 30, 2010, there was no change in our internal control
over financial reporting (as such term is defined in Rule 13a-15(f) under the
Exchange Act) that has materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.
41
Part
II. OTHER INFORMATION
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors.
We
have no material changes to the risk factors previously disclosed in our Form
10-K, as amended, for the year ended December 31, 2009 and the additional risk
factors disclosed in our quarterly report on Form 10-Q for the quarter ended
March 31, 2010.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
Our
current report on Form 8-K filed with SEC on June 17, 2010 is incorporated by
reference herein in its entirety
Item
3. Defaults Upon Senior Securities
None.
Item
4. (Removed and Reserved)
Item
5. Other Information
None.
Item
6. Exhibits
(a)
Exhibits
Exhibit
|
||
Number
|
Description of Exhibit
|
|
4.1
|
First
Amendment to Securities Purchase Agreement between the Company and
investors dated June 11, 2010
|
|
4.2
|
Form
of Senior Secured Convertible Note Issued by the
Company
|
|
4.3
|
Form
of Stock Purchase Warrant Issued by the Company
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
promulgated under the Securities and Exchange Act of 1934, as
amended
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a),
promulgated under the Securities and Exchange Act of 1934, as
amended
|
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (Chief Executive
Officer)
|
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (Chief Financial
Officer)
|
42
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
China
Housing & Land Development, Inc.
|
|||
August
12, 2010
|
By:
|
/s/
|
Xiaohong Feng
|
Xiaohong
Feng
|
|||
Chief
Executive Officer
|
|||
(Principal
Executive
Officer)
|
August
12, 2010
|
By:
|
/s/
|
Cangsang Huang
|
Cangsang
Huang
|
|||
Chief
Financial Officer
|
|||
(Principal
Financial and Accounting
Officer)
|
43