UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2017

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

COMMISSION FILE NUMBER: 001-35192

 

PINGTAN MARINE ENTERPRISE LTD.

(Exact name of Registrant as specified in its charter)

 

Cayman Islands		N/A
(State or other jurisdiction of		(I.R.S. Employer
incorporation of organization)		Identification No.)

 

18/F, Zhongshan Building A,

No. 154 Hudong Road

Fuzhou, China 350001

(Address of principal executive offices)

 

(86) 591-8727-1266

(Registrant’s telephone number, including area code)

 

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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer	☐	Accelerated filer	☐
	Non-accelerated filer	☐	Smaller reporting company	☒
	(Do not check if smaller reporting company)		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of ordinary stock, as of the latest practicable date. As of August 9, 2017, the outstanding number of the registrant’s ordinary shares, par value $0.001 per share, was 79,055,053.

 

 

  

PINGTAN MARINE ENTERPRISE LTD.

FORM 10-Q

June 30, 2017

 

TABLE OF CONTENTS

 

		Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of June 30, 2017 (Unaudited) and December 31, 2016	1
	Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2017 and 2016	2
	Unaudited Consolidated Statement of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2017	3
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016	4
	Condensed Notes to Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4	Controls and Procedures	40
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42

 

FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

 

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

 

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

 

Unless otherwise indicated, references in this report to “we,” “us” or the “Company” refer to Pingtan Marine Enterprise Ltd. and its subsidiaries. 

  

 

PART 1 - FINANCIAL INFORMATION

 

Item 1. Financial Statements. 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN U.S. DOLLARS)

		June 30, 2017				December 31, 2016
ASSETS		(Unaudited)
CURRENT ASSETS:
Cash		$	11,415,456			$	820,396
Restricted cash			3,262,282				2,911,922
Accounts receivable, net of allowance for doubtful accounts			12,639,452				11,322,726
Inventories, net of reserve for inventories			4,935,603				8,811,111
Advances to suppliers			2,458,272				3,969,351
Prepaid expenses			53				8,145
Prepaid expenses - related parties			1,126,753				522,337
Other receivables			2,180,441				31,835,456
Other receivables - related parties			-				639,917
Total Current Assets			38,018,312				60,841,361
OTHER ASSETS:
Cost method investment			3,099,906				3,027,245
Equity method investment			29,451,951				28,493,273
Prepayment for long-term assets			11,166,569				11,913,912
Property, plant and equipment, net			131,944,322				122,196,594
Total Other Assets			175,662,748				165,631,024
Total Assets		$	213,681,060			$	226,472,385
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	2,452,694			$	916,737
Accounts payable - related parties			8,657,310				2,560,760
Short-term bank loans			22,658,436				21,554,636
Long-term bank loans - current portion			11,838,687				17,298,544
Accrued liabilities and other payables			5,884,727				4,399,536
Accrued liabilities and other payables - related party			8,281,687				18,147,152
Due to related parties			2,056,230				43,354
Total Current Liabilities			61,829,771				64,920,719
OTHER LIABILITIES:
Long-term bank loans - non-current portion			19,485,120				21,839,412
Total Liabilities			81,314,891				86,760,131
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Equity attributable to owners of the company:
Ordinary shares ($0.001 par value; 225,000,000 shares authorized; 79,055,053 shares issued and outstanding at June 30, 2017 and December 31, 2016)			79,055				79,055
Additional paid-in capital			81,906,871				111,008,085
Retained earnings			34,734,679				17,438,215
Statutory reserve			9,391,827				9,391,827
Accumulated other comprehensive loss			(10,407,957	)			(12,879,051	)
Total equity attributable to owners of the company			115,704,475				125,038,131
Non-controlling interest			16,661,694				14,674,123
Total Shareholders’ Equity			132,366,169				139,712,254
Total Liabilities and Shareholders’ Equity		$	213,681,060			$	226,472,385

 

See condensed notes to unaudited consolidated financial statements

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(IN U.S. DOLLARS)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2017				2016				2017				2016
REVENUE		$	35,695,881			$	2,104,351			$	41,357,021			$	6,219,449
COST OF REVENUE			24,576,296				5,145,118				30,174,103				12,572,928
GROSS PROFIT (LOSS)			11,119,585				(3,040,767	)			11,182,918				(6,353,479	)
OPERATING EXPENSES:
Selling			178,575				71,199				567,293				414,219
General and administrative			1,259,793				910,813				2,347,665				2,378,284
Total Operating Expenses			1,438,368				982,012				2,914,958				2,792,503
INCOME (LOSS) FROM OPERATIONS			9,681,217				(4,022,779	)			8,267,960				(9,145,982	)
OTHER INCOME (EXPENSE):
Interest income			4,043				902				151,426				3,269
Interest expense			(648,333	)			(395,859	)			(1,351,409	)			(918,124	)
Foreign currency transaction gain (loss)			446,431				(477,077	)			544,882				(456,280	)
Grant income			30,365				96				12,749,640				154,543
Gain from cost method investment			314,818				381,537				314,818				381,537
Loss on equity method investment			(13,915	)			(7,811	)			(20,167	)			(18,127	)
Other expense			(3,812	)			(153	)			(3,812	)			(417	)
Total Other Income (Expense), net			129,597				(498,365	)			12,385,378				(853,599	)
INCOME (LOSS) BEFORE INCOME TAXES			9,810,814				(4,521,144	)			20,653,338				(9,999,581	)
INCOME TAXES			-				587				-				1,000
NET INCOME (LOSS)		$	9,810,814			$	(4,521,731	)		$	20,653,338			$	(10,000,581	)
LESS: NET INCOME (LOSS) ATTRIBUTABLE TO THE NON-CONTROLLING INTEREST			853,403				(296,844	)			1,775,773				(675,315	)
NET INCOME (LOSS) ATTRIBUTABLE TO OWNERS OF THE COMPANY		$	8,957,411			$	(4,224,887	)		$	18,877,565			$	(9,325,266	)
COMPREHENSIVE INCOME (LOSS):
NET INCOME (LOSS)			9,810,814				(4,521,731	)			20,653,338				(10,000,581	)
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized foreign currency translation  gain (loss)			2,041,844				(4,255,671	)			2,682,892				(3,376,248	)
COMPREHENSIVE INCOME (LOSS)		$	11,852,658			$	(8,777,402	)		$	23,336,230			$	(13,376,829	)
LESS: COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE NON-CONTROLLING INTEREST			1,014,545				(633,494	)			1,987,571				(942,942	)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO OWNERS OF THE COMPANY		$	10,838,113			$	(8,143,908	)		$	21,348,659			$	(12,433,887	)
NET INCOME (LOSS) PER ORDINARY SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY
Basic and diluted		$	0.11			$	(0.05	)		$	0.24			$	(0.12	)
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING:
Basic and diluted			79,055,053				79,055,053				79,055,053				79,055,053

 

See condensed notes to unaudited consolidated financial statements

 

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2017

(IN U.S. DOLLARS)

 

		Equity Attributable To Owners of The Company
																						Accumulated
		Ordinary Shares								Additional												Other				Non-				Total
		Number of								Paid-in				Retained				Statutory				Comprehensive				controlling				Shareholders’
		Shares				Amount				Capital				Earnings				Reserve				Loss				Interest				Equity
Balance, December 31, 2016			79,055,053			$	79,055			$	111,008,085			$	17,438,215			$	9,391,827			$	(12,879,051	)		$	14,674,123			$	139,712,254
Acquisition of fishing vessels from related party											(29,101,214	)																			(29,101,214	)
Net Income			-				-				-				18,877,565				-				-				1,775,773				20,653,338
Dividend declared			-				-				-				(1,581,101	)			-				-				-				(1,581,101	)
Foreign currency translation adjustment			-				-				-				-				-				2,471,094				211,798				2,682,892
Balance, June 30, 2017 (Unaudited)			79,055,053			$	79,055			$	81,906,871			$	34,734,679			$	9,391,827			$	(10,407,957	)		$	16,661,694			$	132,366,169

 

See condensed notes to unaudited consolidated financial statements

 

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN U.S. DOLLARS)

 

		For the Six Months Ended June 30,
		2017				2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$	20,653,338			$	(10,000,581	)
Adjustments to reconcile net income (loss) from operations to net cash provided by operating activities:
Depreciation			4,292,368				3,303,423
Increase (decrease) in allowance for doubtful accounts			202,678				(150,594	)
Increase in reserve for inventories			-				2,800,637
Loss on equity method investment			20,167				18,127
Loss on disposal of fixed assets			3,812				-
Changes in operating assets and liabilities:
Accounts receivable			(1,233,136	)			9,347,461
Inventories			4,030,297				(7,696,280	)
Advances to suppliers			1,584,068				299,809
Prepaid expenses			8,172				1,806
Prepaid expenses - related parties			(583,668	)			1,789,653
Other receivables			29,995,368				414
Other receivables - related party			927,098				-
Accounts payable			(23,390	)			(14,213	)
Accounts payable - related parties			5,951,364				1,344,800
Accrued liabilities and other payables			1,360,541				509,165
Accrued liabilities and other payables - related party			(12,734,415	)			-
Due to related parties			(20,026	)			-
NET CASH PROVIDED BY OPERATING ACTIVITIES			54,434,636				1,553,627
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment			(38,750,974	)			(417,877	)
Proceeds from government grants for fishing vessels construction			2,911,335				-
Prepayments made for long-term assets			-				(38,406,218	)
Proceeds from transferring equity method investment share			-				15,301,282
Payments for equity method investment			(291,134	)			-
NET CASH USED IN INVESTING ACTIVITIES			(36,130,773	)			(23,522,813	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term bank loans			8,500,000				8,118,455
Repayments of short-term bank loans			(7,921,692	)			(7,204,822	)
Proceeds from long-term bank loans			-				19,126,603
Repayments of long-term bank loans			(8,632,109	)			(6,258,225	)
Increase in restricted cash			(276,577	)			(1,530,128	)
Advances from related parties			2,032,902				2,653,620
Payments made for dividend			(1,581,101	)			(1,581,101	)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES			(7,878,577	)			13,324,402
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS			169,774				(199,792	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			10,595,060				(8,844,576	)
CASH AND CASH EQUIVALENTS - beginning of period			820,396				11,448,684
CASH AND CASH EQUIVALENTS - end of period		$	11,415,456			$	2,604,108
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest		$	1,412,542			$	1,276,407
Income taxes		$	-			$	413
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of property and equipment by decreasing prepayment for long-term assets		$	1,018,967			$	31,138,109
Property and equipment acquired on credit as payable		$	1,516,341				-
Offset other receivables - related parties against due to related parties		$	-			$	4,014,910

  

See condensed notes to unaudited consolidated financial statements

  

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION

 

Pingtan Marine Enterprise Ltd. (the “Company” or “PME”), formerly China Growth Equity Investment Limited (“CGEI”), incorporated in the Cayman Islands as an exempted limited liability company, was incorporated as a blank check company on January 18, 2010 with the purpose of directly or indirectly acquiring, through a merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, an operating business, or control of such operating business through contractual arrangements, that has its principal business and/or material operations located in the People’s Republic of China (“PRC”). In connection with its initial business combination, in February 2013, CGEI changed its name to Pingtan Marine Enterprise Ltd. 

 

On October 24, 2012, CGEI and China Dredging Group Co., Ltd (“CDGC” or “China Dredging”) entered into a Merger Agreement providing for the combination of CGEI and CDGC and on October 24, 2012, CGEI also acquired all of the outstanding capital shares and other equity interests of Merchant Supreme Co., Ltd. (“Merchant Supreme”), a company incorporated on June 25, 2012, in British Virgin Island (“BVI”), as per a Share Purchase Agreement.  On February 25, 2013, the merger between the Company, CDGC and Merchant Supreme became effective and was accounted for as a “reverse merger” and recapitalization since the common shareholders of CDGC and Merchant Supreme (i) owned a majority of the outstanding ordinary shares of the Company immediately following the completion of the transaction, and (ii) have significant influence and the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity. In accordance with the provision of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805-40, CDGC and Merchant Supreme are deemed the accounting acquirers and the Company is the legal acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of the Company. The Company’s assets, liabilities and results of operations were consolidated with the assets, liabilities and results of operations of CDGC, Merchant Supreme and their subsidiaries subsequent to the acquisition date of February 25, 2013. Following the completion of the business combination which became effective on February 25, 2013, CDGC and Merchant Supreme became the wholly-owned subsidiaries of the Company.  The ordinary shares, par value $0.001 per share are listed on The NASDAQ Capital Market under the symbol “PME”.

 

In order to place increased focus on fishing business and pursue more effective growth opportunities, the Company decided to exit and sell the specialized dredging services operated by China Dredging; the Company completed the sale of CDGC and its subsidiaries on December 4, 2013.

 

On February 9, 2015, the Company terminated its existing Variable Interest Entity (“VIE”) agreements, pursuant to an Agreement of Termination dated February 9, 2015, entered into by and among Ms. Honghong Zhuo, Mr. Zhiyan Lin (each a shareholder of Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd (“Pingtan Fishing”), together the “Pingtan Fishing’s Shareholders”), Pingtan Fishing and Pingtan Guansheng Ocean Fishing Co., Ltd. (“Pingtan Guansheng”). On February 9, 2015, the Pingtan Fishing’s Shareholders transferred 100% of their equity interest in Pingtan Fishing to Fujian Heyue Marine Fishing Development Co., Ltd. (“Fujian Heyue”), pursuant to an Equity Transfer Agreement dated February 9, 2015, entered into by and among the Pingtan Fishing’s Shareholders, Pingtan Fishing and Fujian Heyue. On February 15, 2015, China Agriculture Industry Development Fund Co., Ltd. (“China Agriculture”) invested RMB 400 million (approximately $65 million) into Pingtan Fishing for an 8% equity interest in Pingtan Fishing. After the restructuring transactions described above, Pingtan Fishing and its entities became the 92% equity-owned subsidiaries of the Company and was no longer a VIE. 

 

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION (continued)

 

Details of the Company’s subsidiaries which are included in these consolidated financial statements as of June 30, 2017 are as follows:

 

Name of subsidiaries		Place and date of incorporation		Percentage of ownership		Principal activities
Merchant Supreme Co., Ltd. (Merchant Supreme”)		BVI, June 25, 2012		100% held by PME		Intermediate holding company
Prime Cheer Corporation Ltd. (“Prime Cheer”)		Hong Kong, May 3, 2012		100% held by Merchant Supreme		Intermediate holding company
Pingtan Guansheng Ocean Fishing Co., Ltd. (“Pingtan Guansheng”)		PRC, October 12, 2012		100% held by Prime Cheer		Intermediate holding company
Fujian Heyue Marine Fishing Development Co., Ltd. (“Fujian Heyue”)		PRC, January 27, 2015		100% held by Pingtan Guansheng		Intermediate holding company
Fujian Provincial Pingtan County Fishing Group Co., Ltd. (“Pingtan Fishing”)		PRC, February 27, 1998		92% held by Fujian Heyue		Oceanic fishing
Pingtan Dingxin Fishing Information Consulting Co., Ltd. (“Pingtan Dingxin”)		PRC, October 23, 2012		100% held by Pingtan Fishing		Dormant
Pingtan Duoying Fishing Information Consulting Co., Ltd. (“Pingtan Duoying”)		PRC, October 23, 2012		100% held by Pingtan Fishing		Dormant
Pingtan Ruiying Fishing Information Consulting Co., Ltd. (“Pingtan Ruiying”)		PRC, October 23, 2012		100% held by Pingtan Fishing		Dormant

 

Fujian Heyue, through its PRC subsidiary, Pingtan Fishing, engages in ocean fishing with its owned and licensed vessels within the Indian Exclusive Economic Zone, Indo-Pacific waters, Arafura Sea of Indonesia and the international waters of Atlantic and Pacific Oceans.

 

The Company meets its day-to-day working capital requirements through cash flow provided by operations, bank loans and related parties’ advances. The Indonesian government’s moratorium on fishing licenses renewals creates uncertainty over fishing operations in Indonesian waters. The Company’s forecasts and projections, taking account of on-going operations in Indo-pacific waters, Indian waters and international waters, consideration of opportunities in new fishing territories, shows that the Company has adequate resources to continue in operational existence for the foreseeable future.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

These interim consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim consolidated financial statements have been included. The results reported in the unaudited consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”).

 

The Company’s unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 

 

  

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Basis of presentation (continued)

 

Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 23, 2017.

 

Use of estimates

 

The preparation of the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates in the six months ended June 30, 2017 and 2016 include allowance for doubtful accounts, reserve for inventories, the useful life of property, plant and equipment, assumptions used in assessing impairment of long-term assets and valuation of deferred tax assets and accruals for taxes due. 

 

Cash

 

Cash consists of cash on hand and cash in banks. The Company maintains cash with various financial institutions in the PRC and Hong Kong and none of these deposits are covered by insurance. At June 30, 2017 and December 31, 2016, cash balances in the PRC were $11,206,064 and $683,307, respectively, and cash balances in Hong Kong were $209,392 and $137,089, respectively, and are uninsured. The Company has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts.

 

Restricted cash

 

Restricted cash consists of cash deposits held by China Development Bank to secure short term bank loans from China Development Bank. At June 30, 2017 and December 31, 2016, restricted cash amounted $3,262,282 and $2,911,922, respectively.

 

Fair value of financial instruments

 

The Company adopted the guidance of ASC Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The carrying amounts reported in the consolidated balance sheets for cash, restricted cash, accounts receivable, inventories, advances to suppliers, prepaid expenses, prepaid expenses – related party, other receivables, other receivables – related party, accounts payable, accounts payable – related parties, bank loans, accrued liabilities and other payables, accrued liabilities and other payables – related party, and due to related parties approximate their fair market value based on the short-term maturity of these instruments. As of June 30, 2017, the Company does not have any assets or liabilities that are measured on a recurring basis at fair value. The Company’s short-term bank borrowings that are considered Level 2 financial instruments measured at fair value on a non-recurring basis as of June 30, 2017. As of June 30, 2017, the Company does not have any level 3 financial instruments.

  

ASC Topic 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. 

  

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Accounts receivable

 

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balance, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. The Company only grants credit terms to established customers who are deemed to be financially responsible. Credit periods to customers are within 180 days after customers received the purchased goods. At June 30, 2017 and December 31, 2016, the Company established, based on a review of its outstanding balances, an allowance for doubtful accounts in the amounts of $464,148 and $252,558, respectively.

 

Inventories

 

Inventories, consisting of frozen fish and marine catches, are stated at the lower of cost or market utilizing the weighted average method. The cost of inventories is primarily comprised of fuel, freight, depreciation, direct labor, consumables, government levied charges and taxes. Consumables include fishing nets and metal containers used by fishing vessels. The Company’s fishing fleets in Indo-pacific waters, Indian waters and the international waters of Atlantic and Pacific Oceans operate throughout the year, although the May to July period demonstrates lower catch quantities compared to the October to January period, which is the peak season.

 

An allowance is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record reserve for the difference between the cost and the market value. These reserves are recorded based on estimates. At June 30, 2017 and December 31, 2016, the Company did not incur any reserve for inventories.

 

When recorded, inventory reserves are intended to reduce the carrying value of inventories to their net realizable value. The Company regularly evaluates the ability to realize the value of inventories based on a combination of factors including the following: forecasted sales, estimated current and future market value.

 

Advances to suppliers

 

Advances to suppliers represent the cash paid in advance for the purchase of raw material from suppliers. The advance payments are intended to ensure preferential pricing and delivery. The amounts advanced under such arrangements totaled $2,458,272 and $3,969,351 at June 30, 2017 and December 31, 2016, respectively.

  

Fishing licenses

 

Each of the Company’s fishing vessels requires an approval from Ministry of Agriculture of the People’s Republic of China to carry out ocean fishing projects in foreign territories. These approvals are valid for a period from three to twelve months, and are awarded to the Company at no cost. The Company applies for the renewal of the approval prior to expiration to avoid interruptions of fishing vessels’ operations. Each of our fishing vessels operating in Indonesian waters requires a fishing license granted by the authority in Indonesia.

 

Investment in unconsolidated company – Global Deep Ocean

 

The Company uses the equity method of accounting for its investment in, and earning or loss of, companies that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. See Note 7 for discussion of equity method investment.

 

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Property, plant and equipment

 

Property, plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. 

 

The estimated useful lives of the assets are as follows:

 

		Estimated useful life
Fishing vessels		10 - 20 Years
Vehicles		5 Years
Office and other equipment		3 - 5 Years

 

Expenditures for repairs and maintenance, which do not extend the useful life of the assets, are expensed as incurred.

 

Capitalized interest

 

Interest associated with the construction of fishing vessels is capitalized and included in the cost of the fishing vessels. When no debt is incurred specifically for the construction of a fishing vessel, interest is capitalized on amounts expended on the construction using weighted-average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the construction is substantially complete or the construction activity is suspended for more than a brief period. The Company capitalized interest of $57,085 and $303,226 for the three months ended June 30, 2017 and 2016, respectively, in the fishing vessels under construction. The Company capitalized interest of $62,421 and $416,705 for the six months ended June 30, 2017 and 2016, respectively, in the fishing vessels under construction.

 

Impairment of long-lived assets

 

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.  The Company did not record any impairment charge for the three and six months ended June 30, 2017 and 2016.

 

Revenue recognition

 

Pursuant to the guidance of ASC Topic 605 and ASC Topic 360, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. With respect to the sale of frozen fish and other marine catches to third party customers, most of which are sole proprietor regional wholesalers in China, the Company recognizes revenue when customers pick up purchased goods at the Company’s cold storage warehouse, after payment is received by the Company or credit sale is approved by the Company for recurring customers who have a history of financial responsibility. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. The Company does not accept returns from customers. 

 

  

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Government grant

 

Government grants are recognized when there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognized as income over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate. Where the grant relates to an asset, it is credited to the cost of the asset and is released to the income statement over the expected useful life in a consistent manner with the depreciation method for the relevant asset. 

 

Income taxes

 

Under the current laws of the Cayman Islands and British Virgin Islands, the Company and Merchant Supreme are not subject to any income or capital gains tax, and dividend payments that the Company may make are not subject to any withholding tax in the Cayman Islands or British Virgin Islands. Under the current laws of Hong Kong, Prime Cheer is not subject to any capital gains tax and dividend payments are not subject to any withholding tax in Hong Kong.

 

The Company is not incorporated nor does it engage in any trade or business in the United States and is not subject to United States federal income taxes. The Company did not derive any significant amount of income subject to such taxes after completion of the Share Exchange and accordingly, no relevant tax provision is made in the accompanying unaudited consolidated statements of operations and comprehensive income (loss). 

 

The Company’s subsidiary, Pingtan Fishing, is a qualified ocean fishing enterprise certified by the Ministry of Agriculture of the PRC. The qualification is renewed on April 1 each year. Pingtan Fishing is exempt from income tax derived from its ocean fishing operations in the periods it processes a valid Ocean Fishing Enterprise Qualification Certificate issued by the Ministry of Agriculture of the PRC.

 

The new China’s Enterprise Income Tax Law (“EIT Law”) also provides that an enterprise established under the laws of foreign countries or regions but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its worldwide income. The Implementing Rules of the new EIT Law merely defines the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.” On April 22, 2009, the PRC State Administration of Taxation further issued a notice entitled “Notice Regarding Recognizing Offshore-Established Enterprises Controlled by PRC Shareholders as Resident Enterprises Based on Their Place of Effective Management.” Under this notice, a foreign company controlled by a PRC company or a group of PRC companies shall be deemed as a PRC resident enterprise if (i) the senior management and the core management departments in charge of its daily operations mainly function in the PRC; (ii) its financial decisions and human resource decisions are subject to decisions or approvals of persons or institutions in the PRC; (iii) its major assets, accounting books, company seals, minutes and files of board meetings and shareholders’ meetings are located or kept in the PRC; and (iv) more than half of the directors or senior management personnel with voting rights reside in the PRC. Based on a review of surrounding facts and circumstances, the company does not believe that it is likely that its operations outside of the PRC should be considered a resident enterprise for PRC tax purposes. However, due to limited guidance and implementation history of the new EIT Law, should the Company be treated as a resident enterprise for PRC tax purposes, the Company will be subject to PRC tax on worldwide income at a uniform tax rate of 25% retroactive to May 3, 2012.

 

In addition, Pingtan Fishing is not subject to foreign income taxes for its operations in either India and Indonesia Exclusive Economic Zones or the Western and Central Pacific Fisheries Commission areas.

 

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be effective when the differences are expected to reverse.

 

Deferred tax assets are reduced by a valuation allowance to the extent that management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations and comprehensive income (loss) in the period that includes the enactment date. 

 

  

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income taxes (continued)

 

The Company has not recorded deferred income taxes applicable to undistributed earnings of the subsidiaries located in the PRC because it is the present intention of management to reinvest the undistributed earnings indefinitely in PRC. The cumulative undistributed earnings from PRC subsidiaries amounted to approximately $199.8 million and $179.3 million as of June 30, 2017 and December 31, 2016, respectively, which are included in consolidated retained earnings. Generally, such earnings become subject to the PRC tax upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability on such undistributed earnings.

 

The Company prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in the tax return. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. As of June 30, 2017 and December 31, 2016, there were no amounts that had been accrued with respect to uncertain tax positions.

 

Shipping and handling costs

 

Shipping and handling costs are included in selling expense and totaled $56,962 and $12,840 for the three months ended June 30, 2017 and 2016, respectively. Shipping and handling costs are totaled $199,862 and $89,387 for the six months ended June 30, 2017 and 2016, respectively.

 

Employee benefits

 

The Company makes mandatory contributions to the PRC government’s health, retirement benefit and unemployment funds in accordance with the relevant Chinese social security laws. The costs of these payments are charged to the same accounts as the related salary costs in the same period as the related salary costs incurred. Employee benefit costs totaled $100,056 and $81,237 for the three months ended June 30, 2017 and 2016, respectively. Employee benefit costs totaled $183,451 and $175,396 for the six months ended June 30, 2017 and 2016, respectively.

 

Advertising

 

Advertising is expensed as incurred and is included in selling expense on the accompanying consolidated statements of operations and comprehensive income (loss) and totaled $69 and $27,597 for the three months ended June 30, 2017 and 2016, respectively. Advertising totaled $29,113 and $27,597 for the six months ended June 30, 2017 and 2016, respectively

 

Research and development

 

Research and development costs are expensed as incurred and are included in general and administrative expense. The Company did not incur any research and development costs during the three and six months ended June 30, 2017 and 2016.

 

  

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Foreign currency translation

 

The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company and subsidiaries of Merchant Supreme and Prime Cheer is the U.S. dollar and the functional currency of the Company’s subsidiaries of Pingtan Guansheng, Fujian Heyue and Pingtan Fishing is the Chinese Renminbi (“RMB”). For the subsidiaries of Pingtan Guansheng, Fujian Heyue and Pingtan Fishing, whose functional currencies are the RMB, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. The cumulative translation adjustment and effect of exchange rate changes on cash for the six months ended June 30, 2017 and 2016 was $169,774 and $(199,792), respectively. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

 

All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

 

The foreign currency exchange rates were obtained from www.safe.gov.com. Asset and liability accounts at June 30, 2017 and December 31, 2016 were translated at 6.7744 RMB to $1.00 and at 6.9370 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rate. The average translation rates applied to the statements of operations and comprehensive income (loss) for the six months ended June 30, 2017 and 2016 were 6.8697 RMB and 6.5354 RMB to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate.

 

Earnings per share

 

ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

 

Basic earnings per share are computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock warrants (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted earnings per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following table presents a reconciliation of basic and diluted net income (loss) per share: 

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2017				2016				2017				2016
Net income (loss) available to owners of the company for basic and diluted net income (loss) per share of ordinary stock		$	8,957,411			$	(4,224,887	)		$	18,877,565			$	(9,325,266	)
Weighted average ordinary stock outstanding - basic and diluted			79,055,053				79,055,053				79,055,053				79,055,053
Net income (loss) per ordinary share attributable to owners of the Company - basic and diluted		$	0.11			$	(0.05	)		$	0.24			$	(0.12	)

 

For the three and six months ended June 30, 2017 and 2016, warrants to purchase 8,966,667 shares of ordinary stock have not been included in the calculation of diluted earnings per share in order to avoid any anti-dilutive effect.

 

  

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Non-controlling interest

 

On February 15, 2015, China Agriculture invested RMB 400 million (approximately $65 million) into Pingtan Fishing and acquired an 8% equity interest in Pingtan Fishing. As of June 30, 2017, China Agriculture owned 8% of the equity interest of Pingtan Fishing, which was not under the Company’s control.

 

Related parties

 

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions.  

 

Comprehensive income (loss)

 

Comprehensive income (loss) is comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive income (loss) for the three and six months ended June 30, 2017 and 2016 included net income (loss) and unrealized gain from foreign currency translation adjustments.

 

Segment information

 

ASC 280 “Segment reporting” establishes standards for reporting information on operating segments in interim and annual financial statements. All of the Company’s operations are considered by the chief operating decision maker to be aggregated in one reportable operating segment. All of the Company’s customers are in the PRC and all income is derived from ocean fishery.

 

Commitments and contingencies

 

In the normal course of business, the Company is subject to contingencies, including legal proceedings and environmental claims arising out of the normal course of businesses that relate to a wide range of matters, including among others, contracts breach liability. The Company records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history, scientific evidence and the specifics of each matter.

 

The Company’s management has evaluated all such proceedings and claims that existed as of June 30, 2017 and December 31, 2016. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, liquidity or results of operations.

  

Concentrations of credit, economic and political risks

 

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operation in the PRC is subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances aboard, and rates and methods of taxation, among other things.

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. All of the Company’s cash is maintained with state-owned banks within the PRC and Hong Kong, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A portion of the Company’s sales are credit sales which are primarily to customers whose abilities to pay are dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. 

 

  

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Concentrations of credit, economic and political risks (continued)

 

According to the sale agreement signed on December 4, 2013, the Company does not own 20 fishing vessels but has the leased operating rights to operate these vessels which are owned by a related company, Fuzhou Honglong Ocean Fishery Co., Ltd (“Hong Long”) and the Company is entitled to 100% of net profit (loss) of the vessels. The Company has latitude in establishing price and discretion in supplier selection. There were no economic risks associated with the leased operating rights but the Company may need to bear the operation risks and credit risks as aforementioned.

 

As the Company has historically derived the majority of its revenue from Indonesian waters, the suspension of fishing operation in this area has had and will continue to have a significant negative impact on the Company.

 

Recent accounting pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Subtopic 842).” The new guidance requires lessees to recognize assets and liabilities arising from leases as well as extensive quantitative and qualitative disclosures. A lessee will need to recognize on its balance sheet a right-of-use asset and a lease liability for the majority of its leases (other than leases that meet the definition of a short-term lease). The lease liabilities will be equal to the present value of lease payments. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. The Company is currently evaluating the impact on its consolidated financial position and results of operations upon adopting these amendments. Based on its preliminary evaluation, the Company expects to start recognize lease assets and lease liabilities for its operating leases on its statements of financial position as of the end of its first fiscal quarter of 2019 and its comparative period presented.

 

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): simplifying the test for goodwill impairment”, the guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not the difference between the fair value and carrying amount of good will which was the step 2 test before. The ASU should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

 

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 3 – ACCOUNTS RECEIVABLE

 

At June 30, 2017 and December 31, 2016, accounts receivable consisted of the following:

 

		June 30, 2017				December 31, 2016
Accounts receivable		$	13,103,600			$	11,575,284
Less: allowance for doubtful accounts			(464,148	)			(252,558	)
		$	12,639,452			$	11,322,726

 

The Company reviews the accounts receivable on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balance.

 

NOTE 4 - INVENTORIES

 

At June 30, 2017 and December 31, 2016, inventories consisted of the following: 

 

		June 30, 2017				December 31, 2016
Frozen fish and marine catches in warehouse		$	4,065,718			$	7,082,129
Frozen fish and marine catches in transit			869,885				1,728,982
			4,935,603				8,811,111
Less: reserve for inventories			-				-
		$	4,935,603			$	8,811,111

 

An allowance is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record reserve for the difference between the cost and the market value. These reserves are recorded based on estimates.

 

NOTE 5 – OTHER RECEIVABLES

 

At June 30, 2017 and December 31, 2016, other receivables consisted of the following:

 

		June 30, 2017				December 31, 2016
Interest receivable		$	2,010,368			$	1,819,258
Security deposit			75,000				75,000
Prepayments made for fish goods (1)			-				29,848,189
Other			95,073				93,009
		$	2,180,441			$	31,835,456

 

(1)	According to related signed agreement, the Company has the right to receive refund for these prepayments if the situation of demands and supplies changes. The Company received the refund in full in January and February 2017.

  

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 6 – COST METHOD INVESTMENT

 

At June 30, 2017 and December 31, 2016, cost method investment amounted to $3,099,906 and $3,027,245, respectively. The investment represents the Company’s subsidiary, Pingtan Fishing’s minority interest in Fujian Pingtan Rural-Commercial Bank Joint-Stock Co., Ltd. (“Pingtan Rural-Commercial Bank’’), a private financial institution. Pingtan Fishing completed its registration as a shareholder on October 17, 2012 and paid RMB 21 million (approximately $3.1 million) to subscribe 5% of the common stock of Pingtan Rural-Commercial Bank. Pingtan Fishing held 15,113,250 shares and accounted for 4.8% investment in the total equity investment of the bank as of June 30, 2017 and December 31, 2016.

 

The Company uses the cost method of accounting to record its investment since Pingtan Fishing does not have the ability to exercise significant influence over the operating and financing activities of Pingtan Rural-Commercial Bank. In accordance with to ASC 325, Long-term investment for which there are no quoted market prices, a reasonable estimate of fair value could not be made without incurring excessive costs. The Company monitors its investment in the non-marketable security and will recognize, if ever existing, a loss in value which is deemed to be other than temporary. The Company determined that there was no impairment on this investment as of June 30, 2017 and December 31, 2016.

 

NOTE 7 – EQUITY METHOD INVESTMENT

 

At June 30, 2017 and December 31, 2016, equity method investment amounted to $29,451,951 and $28,493,273, respectively. The investment represents the Company’s subsidiary, Pingtan Fishing’s interest in Global Deep Ocean. On June 12, 2014, Pingtan Fishing incorporated Global Deep Ocean with other two unrelated companies in PRC. In April 2017, these two companies sold their shares to another unrelated party, Zhen Lin. As of June 30, 2017, Pingtan Fishing and Zhen Lin accounted for 20% and 80% of the total ownership, respectively.

 

Global Deep Ocean will process, cold storage, and transport deep ocean fishing products. Total registered capital of Global Deep Ocean is RMB 1 billion (approximately $144.9 million) and as of June 30, 2017, Pingtan Fishing had contributed its share of registered capital of RMB 200 million (approximately $29.0 million).

 

The Company treats the equity investment in the consolidated financial statements under the equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. For the three months ended June 30, 2017 and 2016, the Company’s share of Global Deep Ocean’s net loss was $13,915 and $7,811, respectively, which was included in loss on equity method investment in the accompanying consolidated statements of operations and comprehensive income (loss). For the six months ended June 30, 2017 and 2016, the Company’s share of Global Deep Ocean’s net loss was $20,167 and $18,127, respectively, which was included in loss on equity method investment in the accompanying consolidated statements of operations and comprehensive income (loss).

 

The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company:

 

		June 30, 2017				December 31, 2016
Current assets		$	49,820,484			$	48,488,573
Noncurrent assets			4,462,773				4,335,801
Current liabilities			16,449				18,007
Noncurrent liabilities			-				-
Equity			54,266,808				52,806,367

 

  

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 7 – EQUITY METHOD INVESTMENT (continued)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2017				2016				2017				2016
Net revenue		$	-			$	-			$	-			$	-
Gross profit			-				-				-				-
Loss from operation			69,574				39,012				100,732				90,593
Net loss			69,574				39,054				100,834				90,635

 

NOTE 8 – PREPAYMENT FOR LONG-TERM ASSETS

 

At June 30, 2017 and December 31, 2016, prepayment for long-term assets consisted of prepayment for fishing vessels’ construction. The Company reclassifies the prepayment for fishing vessels’ construction to construction-in-progress using the percentage of completion method. During the six months ended June 30, 2017, the Company reclassified RMB 7,000,000 (approximately $1.0 million) from prepayment for long-term assets to construction-in-progress.

 

For the six months ended June 30, 2017, a summary of activities in prepayment for long-term assets was as follows:

 

		Prepayment for fishing vessels’ construction
Balance - December 31, 2016		$	11,913,912
Prepayments made for fishing vessels’ construction			-
Reclassification to construction-in-progress			(1,018,967	)
Foreign currency fluctuation			271,624
Balance - June 30, 2017		$	11,166,569

 

NOTE 9 – PROPERTY, PLANT AND EQUIPMENT

 

At June 30, 2017 and December 31, 2016, property, plant and equipment consisted of the following:

 

		Useful life		June 30, 2017				December 31, 2016
Fishing vessels		10 - 20 Years		$	153,187,911			$	122,989,702
Vehicles		5 Years			-				121,472
Office and other equipment		3 – 5 Years			433,154				423,001
Construction-in-progress					3,022,815				18,754,740
					156,643,880				142,288,915
Less: accumulated depreciation					(24,699,558	)			(20,092,321	)
				$	131,944,322			$	122,196,594

 

For the three months ended June 30, 2017 and 2016, depreciation expense amounted to $2,179,843 and $1,620,438, respectively, of which $2,136,001 and $1,302,152, respectively, was included in cost of revenue and inventories, and the remainder was included in general and administrative expense, respectively. For the six months ended June 30, 2017 and 2016, depreciation expense amounted to $4,292,368 and $3,303,423, respectively, of which $4,248,341 and $2,785,604, respectively, was included in cost of revenue and inventories, and the remainder was included in general and administrative expense, respectively.

 

At June 30, 2017 and December 31, 2016, the Company had 45 and 37 fishing vessels, respectively, with net carrying amount of approximately $39.5 million and $29.4 million, respectively, pledged as collateral for its bank loans.

 

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 9 – PROPERTY, PLANT AND EQUIPMENT (continued)

 

 Included in construction-in-progress are fishing vessels under construction which includes the costs of construction and any interest charges arising from borrowings used to finance these assets during the period of construction of the assets. No provision for depreciation is made on fishing vessels under construction until such time as the relevant assets are completed and ready for their intended use.

 

NOTE 10 – RELATED PARTIES TRANSACTIONS

 

Prepaid expenses – related party

 

At June 30, 2017 and December 31, 2016, prepaid expenses – related party consisted of the following:

 

		June 30, 2017				December 31, 2016
Prepaid miscellaneous items to PT. Avona Mina Lestari (1)		$	1,126,753			$	522,337
		$	1,126,753			$	522,337

 

(1)	PT. Avona Mina Lestari is an affiliate company controlled by Xinrong Zhuo family.

  

Other receivable – related party

 

 At June 30, 2017 and December 31, 2016, other receivable – related party consisted of the following:

 

		June 30, 2017				December 31, 2016
Advance to Zhiyan Lin (1)		$	-			$	639,917
		$	-			$	639,917

 

(1)	Zhiyan Lin is the legal representative of Pingtan Fishing and a family member of the Company’s CEO.

 

In connection with the termination of the VIE structure and to comply with PRC regulation, the Company paid RMB83 million in total, which is Pingtan Fishing’s registered capital, to Pingtan Fishing’s shareholders to transfer their 100% of equity interest of Pingtan Fishing to Fujian Heyue, the Company’s subsidiary pursuant to the Equity Transfer Agreement dated February 9, 2015. Those payments were returned in full to the Company as of June 30, 2017.

 

Accounts payable - related parties

 

 At June 30, 2017 and December 31, 2016, accounts payable - related parties consisted of the following:

 

Name of related party		June 30, 2017				December 31, 2016
Hong Fa Shipping Limited		$	4,166,426			$	1,740,000
Hong Long (1)			4,490,884				805,930
Huna Lin (2)			-				14,320
Hai Yi Shipping Limited			-				510
		$	8,657,310			$	2,560,760

 

(1)	Hong Long is an affiliate company majority owned and controlled by Ping Lin, spouse of the Company’s CEO.
(2)	Huna Lin is Zhiyan Lin’s daughter.

 

These accounts payable - related parties’ amounts are short-term in nature, non-interest bearing, unsecured and payable on demand.

 

  

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 10 – RELATED PARTIES TRANSACTIONS (continued)

 

 Accrued liabilities and other payables - related party

 

At June 30, 2017 and December 31, 2016, the accrued liabilities and other payables – related party consisted of the following:

 

Name of related party		June 30, 2017				December 31, 2016
Hong Long		$	8,281,687			$	18,147,152
		$	8,281,687			$	18,147,152

 

The amount of accrued liabilities and other payables - Hong Long is short-term in nature, non-interest bearing, unsecured and payable on demand.

 

Due to related parties

 

At June 30, 2017 and December 31, 2016, the due to related parties amount consisted of the following:

 

		June 30, 2017				December 31, 2016
Accrued compensation for Roy Yu, Chief Financial Officer		$	20,000			$	40,000
Accrued compensation for Xinrong Zhuo			3,328				3,354
Advance from Xinrong Zhuo, Chief Executive Officer			2,032,902				-
		$	2,056,230			$	43,354

 

The advance from Xinrong Zhuo, the Company’s Chief Executive Officer, is for working capital purposes and short-term in nature, non-interest bearing, unsecured and payable on demand.

 

Operating lease

 

On July 31, 2012, the Company entered into a lease for office space with Ping Lin, spouse of the Company’s CEO, (the “Office Lease”). The Company renewed the Office Lease. Pursuant to the renewed Office Lease, the annual rent is RMB 84,000 (approximately $12,200) and the renewed Office Lease expires on July 31, 2017. 

 

For the three months ended June 30, 2017 and 2016, rent expense related to the Office Lease amounted $3,064 and $3,216, respectively. For the six months ended June 30, 2017 and 2016, rent expense related to the Office Lease amounted $6,114 and $6,427, respectively. Future minimum rental payment required under the Office Lease is as follows:

 

Twelve-month period Ending June 30:		Amount
2018		$	1,019

  

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 10 – RELATED PARTIES TRANSACTIONS (continued)

 

Rental and related administrative service agreement

 

On July 1, 2013, the Company entered into a service agreement with Hai Yi Shipping Limited that provided the Company a portion of use of premises located in Hong Kong as office and provided related administrative service (the “Service Agreement”). The Company renewed the Service Agreement. Pursuant to the renewed Service Agreement, the monthly payments are HK$298,500 (approximately $38,400) and the renewed Service Agreement expires on December 31, 2017.

 

For the three months ended June 30, 2017 and 2016, rent expense and corresponding administrative service charge related to the Service Agreement amounted to $114,625 and $115,520, respectively. For the six months ended June 30, 2017 and 2016, rent expense and corresponding administrative service charge related to the Service Agreement amounted to $230,144 and $230,860, respectively.

 

Twelve-month period Ending June 30:		Amount
2018		$	230,386

 

Purchases from related parties

 

During the three and six months ended June 30, 2017 and 2016 purchases from related parties were as follows:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2017				2016				2017				2016
Purchase of fuel, fishing nets and other on board consumables
from Hong Fa Shipping Limited		$	3,907,925			$	6,257,681			$	8,067,193			$	8,980,834
from Haifeng Dafu Enterprise Co., Ltd.			-				313				-				12,316
from Hai Yi Shipping Ltd.			5,258				2,227				2,207,700				3,136,087
from Fuzhou Honglong Ocean Fishery Co., Ltd.			5,892,378				-				5,892,378				-
			9,805,561				6,260,221				16,167,271				12,129,237
Purchase of vessel maintenance service
from PT. Dwikarya Reksa Abadi			20,519				-				34,737				-
			20,519				-				34,737				-
Purchase of transportation service
from Fuzhou Honglong Ocean Fishery Co., Ltd.			421,820				-				421,820				-
from Hong Fa Shipping Limited			275,359				-				275,359				-
		$	697,179			$	-			$	697,179			$	-

 

On March 28, 2017, the Company entered into a master agreement with Fuzhou Honglong Ocean Fishery Co., Ltd, (“Hong Long”) for the acquisition of 5 vessels with total consideration of approximately $38.5 million representing the fair market value on the date of acquisition. Based on Accounting Standards Codification (“ASC”) 805-50, the Company recorded the value of approximately $9.4 million as the cost of the 5 vessels which was the net book value of the 5 vessels in Hong Long’s book at the date of transfer. The balance of approximately $29.1 million above cost was treated as a return of capital in the equity accounts and was recorded as a reduction in additional paid-in capital.

 

  

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 11 – BANK LOANS

 

Short-term bank loans

 

Short-term bank loans represent the amounts due to various banks that are due within one year. These loans can be renewed with the banks upon maturities. At June 30, 2017 and December 31, 2016, short-term bank loans consisted of the following:

 

		June 30, 2017				December 31, 2016
Loan from Fujian Haixia Bank, due on September 14, 2017 with annual interest rate of 6.960% at June 30, 2017 and December 31, 2016, collateralized by Pingtan Fishing’s 17 fishing vessels		$	4,428,436			$	4,324,636
Loan from Fujian Haixia Bank, due on September 22, 2017 with annual interest rate of 1.529% at June 30, 2017 and December 31, 2016, collateralized by Pingtan Fishing’s 17 fishing vessels			1,150,000				1,150,000
Loan from Fujian Haixia Bank, due on October 10, 2017 with annual interest rate of 1.739% at June 30, 2017 and December 31, 2016, collateralized by Pingtan Fishing’s 17 fishing vessels			1,080,000				1,080,000
Loan from China Development Bank, due on March 21, 2017 with variable annual interest rate based on London Interbank Offered Rate (“LIBOR”)(1) plus 230 basis points (3.211% at December 31, 2016), secured by the Company’s restricted cash which is a deposit with the lender of approximately $0.6 million (RMB 4 million) and collateralized by a related party’s land use right, and repaid on due date			-				3,000,000
Loan from China Development Bank, due on April 18, 2017 with variable annual interest rate based on LIBOR(1) plus 230 basis points (3.204% at December 31, 2016), secured by the Company’s restricted cash which is a deposit with the lender of approximately $0.6 million (RMB 4 million) and collateralized by a related party’s land use right, and repaid on due date			-				3,000,000
Loan from China Development Bank, due on April 18, 2017 with variable annual interest rate based on LIBOR(1) plus 230 basis points (3.257% at December 31, 2016), secured by the Company’s restricted cash which is a deposit with the lender of approximately $0.3 million (RMB 2 million) and collateralized by a related party’s land use right, and repaid on due date			-				1,500,000
Loan from China Development Bank, due on August 22, 2017 with variable annual interest rate based on LIBOR(1) plus 230 basis points (3.510% at June 30, 2017 and December 31, 2016), secured by the Company’s restricted cash which is a deposit with the lender of approximately $1.0 million (RMB 6.7 million) and collateralized by a related party’s two vessels			5,000,000				5,000,000
Loan from China Development Bank, due on December 9, 2017 with variable annual interest rate based on LIBOR(1) plus 230 basis points (3.593% at June 30, 2017 and December 31, 2016), secured by the Company’s restricted cash which is a deposit with the lender of approximately $0.5 million (RMB 3.5 million) and collateralized by a related party’s two vessels			2,500,000				2,500,000
Loan from China Development Bank, due on March 8, 2018 with variable annual interest rate based on LIBOR(1) plus 230 basis points (3.721% at June 30, 2017), secured by the Company’s restricted cash which is a deposit with the lender of approximately $1 million (RMB 7 million) and collateralized by seven vessels			5,000,000				-
Loan from China Development Bank, due on April 24, 2018 with variable annual interest rate based on LIBOR(1) plus 230 basis points (3.721% at June 30, 2017), secured by the Company’s restricted cash which is a deposit with the lender of approximately $0.7 million (RMB 4.9 million) and collateralized by four vessels			3,500,000				-
		$	22,658,436			$	21,554,636

 

(1)	Represents six-month LIBOR rate on the loan commencement date.

 

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 11 – BANK LOANS (continued)

 

Long-term bank loans

 

Long-term bank loans represent the amounts due to various banks lasting over one year. Usually, the long-term bank loans cannot be renewed with these banks upon maturities. At June 30, 2017 and December 31, 2016, long-term bank loans consisted of the following:

 

		June 30, 2017				December 31, 2016
Loan from The Export-Import Bank of China, due on various dates until December 10, 2017 with annual interest rate of 4.750% and 4.900% at June 30, 2017 and December 31, 2016, respectively, collateralized by Hong Long’s investment in equity interest of a China local bank		$	3,011,337			$	5,852,674
Loan from The Export-Import Bank of China, due on various dates until December 10, 2017 with annual interest rate of 4.750% and 4.900% at June 30, 2017 and December 31, 2016, respectively, collateralized by Fujian International Trading and Transportation Co., Ltd.’s investment in equity interest of a China local bank			590,458				1,153,236
Loan from The Export-Import Bank of China, due on various dates until December 10, 2017 with annual interest rate of 4.750% and 4.900% at June 30, 2017 and December 31, 2016, respectively, guaranteed by Hong Long			2,479,924				4,742,684
Loan from The Export-Import Bank of China, due on various dates until January 30, 2023 with annual interest rate of 4.900% at June 30, 2017 and December 31, 2016, guaranteed by Huanghai Ship Construction Co., Ltd, Xinrong Zhuo and Ping Lin and collateralized by 2 fishing vessels under construction and collateralized by three related parties’ investments in equity interest of two PRC local banks			16,237,600				18,019,317
Loan from China Development Bank, due on various dates until November 27, 2023 with annual interest rate of 5.145% at June 30, 2017 and December 31, 2016, guaranteed by Xinrong Zhuo, Honghong Zhuo, Mr. and Mrs. Zhiyan Lin and 6 fishing vessels			9,004,488				9,370,045
Total long-term bank loans		$	31,323,807			$	39,137,956
Less: current portion			(11,838,687	)			(17,298,544	)
Long-term bank loans, non-current portion		$	19,485,120			$	21,839,412

 

The future maturities of long-term bank loans are as follows:

 

Due in twelve-month periods ending June 30,		Principal
2018		$	11,838,687
2019			5,756,967
2020			5,904,582
2021			2,214,218
2022			1,623,760
Thereafter			3,985,593
		$	31,323,807
Less: current portion			(11,838,687	)
Long-term liability		$	19,485,120

 

The weighted average interest rate for short-term bank loans was approximately 3.5% and 4.8% for the six months ended June 30, 2017 and 2016, respectively.

 

The weighted average interest rate for long-term bank loans was approximately 5.0% and 5.3% for the six months ended June 30, 2017 and 2016, respectively.

 

For the three months ended June 30, 2017 and 2016, interest expense related to bank loans amounted to $705,418 and $699,084, respectively, of which, $57,085 and $303,226 was capitalized to construction-in-progress, respectively. For the six months ended June 30, 2017 and 2016, interest expense related to bank loans amounted to $1,413,830 and $1,334,829, respectively, of which, $62,421 and $416,705 was capitalized to construction-in-progress, respectively.

 

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 12 – ACCRUED LIABILITIES AND OTHER PAYABLES

 

At June 30, 2017 and December 31, 2016, accrued liabilities and other payables consisted of the following:

 

		June 30, 2017				December 31, 2016
Accrued salaries and related benefits		$	5,607,963			$	4,126,938
Accrued interest due			95,851				92,329
Other			180,913				180,269
		$	5,884,727			$	4,399,536

 

NOTE 13 – SHAREHOLDERS’ EQUITY

 

Warrants

 

An aggregate of 30,329,883 ordinary shares and 3,966,667 warrants were originally issued by CGEI to Chum Capital Group Limited, in connection with a private placement prior to CGEI’s initial public offering, and that became exercisable for the Company’s ordinary shares beginning on March 27, 2013 (the “Sponsor Warrants”). The Sponsor Warrants have been registered for resale by the selling security-holders under Form S-3 filed on June 17, 2013 and declared effective on June 19, 2013. On June 2, 2011, the Company sold 5,000,000 units, at an offering price of $10.00 per unit, generating gross proceeds of $50,000,000. Each unit consisted of one ordinary share, $0.001 par value, of the Company and one purchase warrant. Each warrant will entitle the holder to purchase from the Company one ordinary share at an exercise price of $12.00 per share commencing upon the completion of a business combination and expiring five years from the consummation of a business combination. The Company also registered an aggregate of 8,966,667 ordinary shares that are issuable by the Company upon exercise of the 3,966,667 Sponsor Warrants and 5,000,000 warrants that were issued in the CGEI’s initial public offering (the “Public Warrants”) and that became exercisable upon the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 24, 2012, between CGEI, CDGC, China Growth Dredging Sub Ltd. and Xinrong Zhuo and by that certain Share Purchase Agreement, dated as of October 24, 2012, between CGEI and Merchant Supreme. 

 

Each Public Warrants and Sponsor Warrant (the “Warrants”) entitles the registered holder thereof to purchase one of the Company’s ordinary shares upon payment of the exercise price of $12.00 per share. 

 

The Sponsor Warrants are identical to the Public Warrants except that the Sponsor Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will not be redeemable by the Company, in each case so long as they are still held by these purchases or their transferees. 

 

In accordance with U.S. GAAP, the Company accounted for the Warrants as equity instruments. 

 

There were no stock warrants issued, expired/terminated/forfeited, exercised during the six months ended June 30, 2017.

 

The following table summarizes the shares of the Company’s ordinary stock issuable upon exercise of warrants outstanding and exercisable at June 30, 2017:

 

Warrants outstanding																Warrants exercisable
Exercise price				Number outstanding at June 30, 2017				Weighted average remaining contractual life (years)				Weighted average exercise price				Number exercisable at June 30, 2017				Weighted average exercise price
$	12.00				8,966,667				0.7			$	12.00				8,966,667			$	12.00

  

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2016

 

NOTE 13 – SHAREHOLDERS’ EQUITY (continued)

  

Statutory reserve

 

Pingtan Guansheng, Fujian Heyue, Pingtan Fishing, Pingtan Dingxin, Pingtan Duoying and Pingtan Ruiying operate in the PRC, are required to reserve 10% of their net profits after income tax, as determined in accordance with the PRC accounting rules and regulations. Appropriation to the statutory reserve by the Company is based on profit arrived at under PRC accounting standards for business enterprises for each year. The statutory reserves of the Company represent the statutory reserves of the above-mentioned companies as required under the PRC law.

 

The profit arrived at must be set off against any accumulated losses sustained by the Company in prior years, before allocation is made to the statutory reserve. Appropriation to the statutory reserve must be made before distribution of dividends to shareholders. The appropriation is required until the statutory reserve reaches 50% of the registered capital. This statutory reserve is not distributable in the form of cash dividends. As of December 31, 2016, the Company appropriated the required 50% of its registered capital to statutory reserve for Heyue. Accordingly, no additional statutory reserve for Heyue is required for the three months ended June 30, 2017. The Company will make appropriation to statutory reserve for Pingtan Fishing by the end of year 2017.

 

Pingtan Guansheng, Pingtan Dingxin, Pingtan Duoying and Pingtan Ruiying had sustained losses since their establishments. No appropriation to statutory reserves for them was required as they incurred recurring net losses. 

 

NOTE 14 – CERTAIN RISKS AND CONCENTRATIONS

 

Credit risk

 

At June 30, 2017 and December 31, 2016, the Company’s cash included bank deposits in accounts maintained within the PRC and Hong Kong where there are currently no rules or regulations in place for obligatory insurance to cover bank deposits in event of bank failure. However, the Company does not experience any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. 

 

Major customers

 

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s sales for the three and six months ended June 30, 2017 and 2016.

 

Three Months Ended June 30,

Six Months Ended June 30,

Customer

2017

2016

2017

2016

A

*

16

%

*

*

B

*

14

%

*

*

C

*

10

%

*

*

D

11

%

*

*

*

 

* less than 10%

 

One customer and no customer accounted for 10% or more of the Company’s total outstanding accounts receivable at June 30, 2017 and December 31, 2016, respectively.

 

Major suppliers

 

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the three and six months ended June 30, 2017 and 2016.

 

		Three Months Ended June 30,								Six Months Ended June 30,
Supplier		2017				2016				2017				2016
A (Hai Yi Shipping Limited, a related party)			*				*				11	%			22	%
B (Hong Fa Shipping Limited, a related party)			42	%			97	%			40	%			64	%
C (Hong Long, a related party)			38	%			*				31	%			*
D			18	%			*				*				*

 

* less than 10%

  

 

PINGTAN MARINE ENTERPRISE LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN U.S. DOLLARS)
JUNE 30, 2017

 

NOTE 14 – CERTAIN RISKS AND CONCENTRATIONS (continued)

 

Major suppliers (continued)

 

Three suppliers, whose outstanding accounts payable accounted for 10% or more of the Company’s total outstanding accounts payable and accounts payable – related parties at June 30, 2017, accounted for 85.3% of the Company’s total outstanding accounts payable and accounts payable – related parties at June 30, 2017.

 

Three suppliers, whose outstanding accounts payable accounted for 10% or more of the Company’s total outstanding accounts payable and accounts payable – related parties at December 31, 2016, accounted for 95.9% of the Company’s total outstanding accounts payable and accounts payable – related parties at December 31, 2016.

 

NOTE 15 – COMMITMENTS AND CONTINGENCIES

 

Severance payments

 

The Company has employment agreements with certain employees that provided severance payments upon termination of employment under certain circumstances, as defined in the applicable agreements. The Company has estimated its possible severance payments of approximately $10,000 as of June 30, 2017 and December 31, 2016, which have not been reflected in its consolidated financial statements.

 

Operating lease

 

See note 10 for related party operating lease commitment.

 

Rental payment and related administrative service charge

 

See note 10 for related party rental and related administrative service agreement commitment.

 

Fishing vessels construction agreement

 

In December 2015, Hong Long entered into an agreement with Fujian Xinchang Ship Construction Co., Ltd. (“Xinchang”) related to the construction of 4 fishing vessels (“Xinchang Construction Agreement”). The agreement expired in October 2016. In March 2016, Pingtan Fishing and Hong Long and Xinchang entered into a Three-party Agreement. According to the Three-party Agreement, Hong Long assigned all of its rights and obligations related to the Xinchang Construction Agreement to Pingtan Fishing. The project requires a total investment of RMB 140 million (approximately $20.3 million). The funds are required to be invested over the construction period of the project. As of June 30, 2017 and December 31, 2016, Pingtan Fishing has paid RMB 135.5 million (approximately $20.0 million) and RMB 133.0 million (approximately $19.2 million) of the total investment that was recorded as property, plant and equipment and prepayment for long-term assets on the accompanying consolidated balance sheets, respectively.

 

Fishing vessels purchase agreement

 

On March 28, 2017, the Company entered into an agreement with Hong Long related to the purchase of 5 vessels. The purchase price for these 5 vessels is approximately $38.5 million. As of June 30, 2017, the Company has paid approximately $36.1 million and the remaining balance of approximately $2.4 was included in accrued liabilities and other payables – related party on the accompanying consolidated balance sheets.

 

NOTE 16 – SUBSEQUENT EVENTS

 

On July 14, 2017, the Company’s Board of Directors declared a cash dividend of $0.01 per share to the Company’s common stock shareholders of record on July 31, 2017.

 

On July 27, 2017, the Company entered into a strategic cooperation framework agreement with JD.com, one of China’s largest e-commerce retailers. Pursuant to the Agreement, JD will become the exclusive online retailer for the Company to sell its fishing products, and the Company will serve as JD’s sole supplier for ribbonfish, tiger prawn and conger eel products harvested from the Arafura Sea, the Bay of Bengal and the Indo-Pacific Waters. JD and the Company will work together on the continuous innovation of the online seafood retail business model to achieve enhanced marketing and continued growth.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of the results of operations and financial condition of Pingtan Marine Enterprise Ltd. for the six months ended June 30, 2017 and 2016 should be read in conjunction with the Pingtan Marine Enterprise Ltd. unaudited financial statements and the notes thereto contained elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements and Business sections in our Form 10-K as filed with the Securities and Exchange Commission on March 23, 2017. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

 

Unless otherwise indicated, references to the “Company,” “us” or “we” refer to Pingtan Marine Enterprise Ltd. and its subsidiaries. All amounts expressed below are in US dollars. 

 

Overview

 

We are a marine enterprises group primarily engaging in ocean fishing through our PRC operating subsidiary, Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd., or Pingtan Fishing. We harvest a variety of fish species with many of our owned or licensed vessels operating within the Indian Exclusive Economic Zone, Indo-Pacific waters, the Arafura Sea of Indonesia and international waters of Atlantic and Pacific Oceans. We provide high quality seafood to a diverse group of customers including distributors, restaurant owners and exporters in the PRC.

 

In June 2013, we expanded our fleet from 40 to 86 vessels through a purchase of 46 fishing trawlers. We began operating these vessels in the third quarter of 2013 and have been entitled to net profits from their operation. Each vessel carries a crew of 10 to 15 persons. These vessels have resulted in additional carrying capacity of approximately 45,000 to 50,000 tons of fish.

 

In September 2013, we further increased our fleet to 106 vessels with the acquisition of 20 newly-built fishing trawlers. These vessels have a run-in period of 3 - 6 months, during which each is placed into the sea for testing prior to full operation. At full operation, each vessel is capable of harvesting 900 to 1,000 tons of fish.

 

Subsequent to our fleet expansions, in September 2013, the Ministry of Agriculture of the People’s Republic of China (“MOA”) issued a notification that it would suspend accepting shipbuilding applications for tuna harvesting vessels, squid harvesting vessels, Pacific saury harvesting vessels, trawlers operating on international waters, seine on international waters, and trawlers operating on the Arafura Sea, Indonesia. We believe the announcement is a positive indicator for long-term stability and balance in China’s fishing industry.

 

 

On December 4, 2013, in connection with the sale of CDGC to Hong Long, a related party, we acquired 25-year operating license rights in connection with the lease of 20 fishing drifters for the appraised fair market value of approximately $216.1 million, whereby we are entitled to 100% of the operations and net profits (losses) from the vessels for the term of the lease.

 

In September 2014, we further expanded our fleet to 129 vessels with the addition of 3 newly-built light luring seine vessels. At full operation, each vessel is capable of harvesting 2,000 tons of fish.

 

In June 2015, we purchased 4 longline fishing vessels and 2 squid jigging vessels for the appraised fair market value of approximately $56.2 million. These vessels are primarily focused on catching tuna and squid.

 

In March 2017, we purchased 1 refrigerated transport vessel and 4 squid jigging vessels for the appraised fair market value of approximately $38.5 million.

 

As of June 30, 2017, we own 91 trawlers, 15 drifters, 6 squid jigging vessels, 4 longline fishing vessels, 3 light luring seine vessels, 1 transport vessel and have exclusive operating license rights to 20 drifters. We are the second largest China-based fishery company operating its vessels outside of China waters and our fleet has an average remaining useful life of approximately 12.9 years. 

 

Among the 140 vessels, 13 are operating in Indo-Pacific waters; 12 are operating in the Bay of Bengal in India; 9 are operating in international waters, 2 are under renovation and will be replaced with 2 new vessels and the remaining vessels are temporarily not operating due to the moratorium discussed below.

 

We catch nearly 20 different species of fish including ribbon fish, croaker fish, pomfret, Spanish mackerel, conger eel, squid and red snapper. All of our catch is shipped back to China. Our fishing vessels transport frozen catch to a cold storage warehouse nearby onshore fishing bases. We then arrange chartered transportation ships to deliver frozen stocks to cold storage warehouses located in one of China’s largest seafood trading centers, Mawei Seafood Market in Fujian Province.

 

We derive our revenue primarily from the sale of frozen seafood products. We sell our products directly to customers including distributors, restaurant owners and exporters. Most of our customers have long-term, cooperative relationships with us. Our existing customers also introduce new customers to us from time to time. Our operating results are subject to seasonal variations. Harvest volume is the highest in the fourth quarter of the year while harvest volumes in the second and third quarters are relatively low due to the spawn season of certain fish species, including ribbon fish, cuttlefish, pomfret, and calamari. Based on past experiences, demand for seafood products is the highest from December to January, during Chinese New Year. We believe that our profitability and growth are dependent on the termination of the Indonesian moratorium discussed below and our ability to expand our customer base.

 

 

Significant factors affecting our results of operations

 

	●	The Indonesian government’s moratorium on fishing licenses renewals:  In early December 2014, the Indonesian government introduced a six-month moratorium on issuing new fishing licenses and renewals so that the country’s Ministry of Maritime Affairs and Fisheries (“MMAF”) could monitor the operations of existing fleets and to fight illegal fishing activities. As a result, all licensed fishing vessels operating in Indonesian waters have been informed by the Indonesian government to operate within strict guidelines and subsequently to cease operation, in order to avoid potential enforcement actions, such as boat seizures, by the Indonesian Navy. In December 2014, we operated 117 vessels in the Arafura Sea of Indonesia. To cooperate and comply with the Indonesian government’s fishing license check procedures, in January 2015, we lowered our operation to approximately half of our normal level. Since February 2015, we have ceased operations in the Indonesian waters. Since we derive a majority of our revenue from this area, this ban has caused a significant drop in our production. In November 2015, the Indonesian government announced that the moratorium had concluded. Our expectation is that the MMAF will implement new fishing policies and resume the license renewal process although this has not yet occurred. In the meantime, we deployed 13 vessels to the Indo-Pacific waters and 2 squid jigging vessels to the international waters in the second half of fiscal 2016. Furthermore, in first half of 2017, we deployed 4 longline fishing vessels, 2 squid jigging vessels and 1 refrigerated transport vessel to international waters and we plan to deploy 2 more squid jigging vessels after renovation and replacement.
	●	Governmental policies:  Fishing is a highly regulated industry and our operations require licenses and permits. Our ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to changes in regulations and policies and is at the discretion of the applicable government agencies. Our inability to obtain, or loss or denial of extensions to, any of our applicable licenses or permits could hamper our ability to generate revenue from our operations.
	●	Resource & environmental factors:  Our fishing expeditions are based in the Indian Exclusive Economic Zone, Indo-Pacific waters, the Arafura Sea of Indonesia and international waters of Atlantic and Pacific Oceans. Any earthquake, tsunami, adverse weather or oceanic conditions or other calamities in such areas may result in disruption to our operations and could adversely affect our sales. Adverse weather conditions such as storms, cyclones and typhoons or cataclysmic events may also decrease the volume of fish catches or may even hamper our operations. Our fishing volumes may also be adversely affected by major climatic disruptions such as El Nino, which in the past has caused significant decreases in seafood catch worldwide. Besides weather patterns, other unpredictable factors, such as fish migration, may also have impact our harvest volume.

 

●

Fluctuation on fuel prices:  Our operations may be adversely affected by fluctuations in fuel prices. Changes in fuel prices may result in increases in the selling prices of our products, and may, in turn, adversely affect our sales volume, revenue and operating profit.

 

	●	Competition:  We engage in the business in the Bay of Bengal in India, Indo-Pacific waters, the Arafura Sea of Indonesia and international waters of Atlantic and Pacific Oceans. Competition within our dedicated fishing areas is not currently significant as the region is not overfished or regulated by government limits on the number of vessels that are allowed to fish in the territories; however, there is no guarantee that competition will not become more intense. Competition in the consumer market in China, however, is keen. We compete with other fishing companies which offer similar and varied products. There is significant demand for fish in the Chinese market. We believe our catch appeals to a wide segment of consumers because of the low price points of our products.
	●	Fishing licenses:  Each of our fishing vessels requires approval from the Ministry of Agriculture of the People’s Republic of China to carry out ocean fishing projects in foreign territories. These approvals are valid for a period of three to twelve months, and are awarded to us at no cost. We apply for the renewal of the approval prior to expiration to avoid interruptions of our fishing vessels’ operations.

 

 

RESULTS OF OPERATIONS

 

Comparison of results of operations for the three and six months ended June 30, 2017and 2016

 

Revenue

 

We recognize revenue from sales of frozen fish and other marine catches when persuasive evidence of an arrangement exists, delivery has occurred, the price to the customer is fixed or determinable, and collection of the resulting receivable is reasonably assured.

 

With respect to the sales to third party customers the majority of whom are sole proprietor regional wholesalers in the PRC, we recognize revenue when customers receive purchased goods at our cold storage warehouse, after payment is received or credit sale is approved for recurring customers with excellent payment histories.

 

We do not offer promotional payments, customer coupons, rebates or other cash redemption offers to customers. We do not accept returns from customers. Deposits or advance payments from customers prior to delivery of goods are recorded as advances from customers. 

 

For the three months ended June 30, 2017 and 2016, our revenue by species of fish was as follows (dollars in thousands, except for average price):

 

		Three Months Ended June 30, 2017
		Revenue				Volume (KG)				Average price				Percentage of revenue
Croaker fish		$	18,379				4,739,347			$	3.88				51.5	%
Ribbon fish			6,791				1,706,987				3.98				19.0	%
Squid			6,410				1,507,238				4.25				18.0	%
Reefcod			1,576				352,672				4.47				4.4	%
Shrimp			1,177				101,400				11.62				3.3	%
Conger eel			800				249,412				3.21				2.2	%
Others			563				149,804				3.76				1.6	%
Total		$	35,696				8,806,860			$	4.05				100.0	%

 

		Three Months Ended June 30, 2016
		Revenue				Volume (KG)				Average price				Percentage of revenue
Croaker fish		$	917				365,454			$	2.51				43.6	%
Ribbon fish			622				243,892				2.55				29.6	%
Shrimp			427				95,664				4.46				20.3	%
Conger eel			73				23,843				3.08				3.5	%
Others			65				24,328				2.67				3.0	%
Total		$	2,104				753,181			$	2.79				100.0	%

 

 

For the six months ended June 30, 2017 and 2016, our revenue by species of fish was as follows (dollars in thousands, except for average price):

 

		Six Months Ended June 30, 2017
		Revenue				Volume (KG)				Average price				Percentage of revenue
Croaker fish		$	21,236				5,894,026			$	3.60				51.3	%
Ribbon fish			8,651				2,304,304				3.75				20.9	%
Squid			6,479				1,520,750				4.26				15.7	%
Reefcod			1,759				491,872				3.58				4.3	%
Conger eel			1,200				426,283				2.82				2.9	%
Shrimp			1,177				101,400				11.62				2.8	%
Others			855				291,223				2.93				2.1	%
Total		$	41,357				11,029,858			$	3.75				100.0	%

 

		Six Months Ended June 30, 2016
		Revenue				Volume (KG)				Average price				Percentage of revenue
Croaker fish		$	3,001				1,124,717			$	2.67				48.3	%
Ribbon fish			1,631				586,172				2.78				26.2	%
Shrimp			536				117,528				4.56				8.6	%
Squid			390				423,588				0.92				6.3	%
Reefcod			369				133,017				2.77				5.9	%
Conger eel			111				36,471				3.05				1.8	%
Others			181				72,033				2.51				2.9	%
Total		$	6,219				2,493,526			$	2.49				100.0	%

 

For the three months ended June 30, 2017, we had revenue of $35,695,881, as compared to revenue of $2,104,351 for the three months ended June 30, 2016, an increase of $33,591,530, or 1,596%. The increase was mainly attributable to our business expansion resulting from more fishing vessels put in operation. Sales volumes in the three months ended June 30, 2017 increased 1,069% to 8,806,860 kg from 753,181 kg in the three months ended June 30, 2016. Average unit sale price increased 45.2% in the three months ended June 30, 2017 as compared to the three months ended June 30, 2016, which was primarily because marine catches are in short supply due to a longer fishing suspension period for China seas for 2017, which used to be from June to August, while for 2017 it’s from May to August.

 

For the six months ended June 30, 2017, we had revenue of $41,357,021, as compared to revenue of $6,219,449 for the six months ended June 30, 2016, an increase of $35,137,572, or 565.0%. Sales volumes in the six months ended June 30, 2017 increased 342.3% to 11,029,858 kg from 2,493,526 kg in the six months ended June 30, 2016. Average unit sale price increased 50.6% in the six months ended June 30, 2017 as compared to the six months ended June 30, 2016, which was primarily because marine catches are in short supply due to a longer fishing suspension period for China seas for 2017, which used to be from June to August, while for 2017 it’s from May to August.

 

 

Cost of revenue

 

Our cost of revenue primarily consists of fuel cost, depreciation, labor cost, fishing vessels maintenance fee, other overhead costs, and reserve for inventories. Fuel cost, depreciation, and labor cost generally accounted for the majority of our cost of revenue. The following table sets forth our cost of revenue information, both in amounts and as a percentage of revenue for the three months ended June 30, 2017 and 2016 (dollars in thousands):

 

		Three Months Ended June 30,
		2017												2016
		Amount				% of cost of revenue				% of revenue				Amount				% of cost of revenue				% of revenue
Fuel cost		$	17,274				70.2	%			48.4	%			1,345				26.2	%			63.9	%
Depreciation			4,017				16.3	%			11.3	%			173				3.4	%			8.3	%
Labor cost			1,638				6.7	%			4.6	%			246				4.8	%			11.7	%
Spare parts			931				3.8	%			2.6	%			22				0.4	%			1.0	%
Freight			686				2.8	%			1.9	%			7				0.1	%			0.3	%
Maintenance fee			295				1.2	%			0.8	%			125				2.4	%			5.9	%
Fishing license and agent fee			12				0.1	%			0.0	%			18				0.4	%			0.9	%
Reserve for inventories			(277	)			(1.1	)%			(0.8	)%		$	2,801				54.4	%			133.1	%
Other *			-				-				-				408				7.9	%			19.4	%
Total cost of revenue		$	24,576				100.0	%			68.8	%		$	5,145				100.0	%			244.5	%

 

* Represents the cost of fish purchased from third parties to satisfy our customers’ demand.

 

The following table sets forth our cost of revenue information, both in amounts and as a percentage of revenue for the six months ended June 30, 2017 and 2016 (dollars in thousands):

 

		Six Months Ended June 30,
		2017												2016
		Amount				% of cost of revenue				% of revenue				Amount				% of cost of revenue				% of revenue
Fuel cost		$	20,947				69.3	%			50.6	%		$	5,937				47.2	%			95.5	%
Depreciation			4,869				16.1	%			11.8	%			1,318				10.5	%			21.2	%
Labor cost			1,993				6.6	%			4.8	%			1,248				9.9	%			20.1	%
Spare parts			1,193				4.0	%			2.9	%			162				1.3	%			2.6	%
Freight			773				2.6	%			1.9	%			71				0.6	%			1.1	%
Maintenance fee			383				1.3	%			0.9	%			129				1.0	%			2.1	%
Fishing license and agent fee			16				0.1	%			-				18				0.1	%			0.3	%
Reserve for inventories			-				-				-				2,801				22.3	%			45.0	%
Other *			-				-				-				889				7.1	%			14.3	%
Total cost of revenue		$	30,174				100.0	%			72.9	%		$	12,573				100.0	%			202.2	%

 

* Represents the cost of fish purchased from third parties to satisfy our customers’ demand.

 

Cost of revenue for the three months ended June 30, 2017 was $24,576,296, representing an increase of $19,431,178 or 377.7% as compared to $5,145,118 for the three months ended June 30, 2016. Cost of revenue for the six months ended June 30, 2017 was $30,174,103, representing an increase of $17,601,175 or 140.0% as compared to $12,572,928 for the six months ended June 30, 2016. The increase was primarily attributable to the increase in our revenue, offset by the decrease in our unit production cost.

 

Gross profit (loss)

 

Our gross profit (loss) is affected primarily by changes in production costs. Fuel cost, depreciation, and labor cost together account for about 93.2% and 34.4% of cost of revenue for the three months ended June 30, 2017 and 2016, respectively. Fuel cost, depreciation, and labor cost together account for about 92.0% and 67.6% of cost of revenue for the six months ended June 30, 2017 and 2016, respectively. The fluctuation of fuel price, and change in labor cost may significantly affect our cost level and gross profit (loss).

 

 

The following table sets forth information as to our revenue, cost of revenue, gross profit (loss) and gross margin for the three and six months ended June 30, 2017 and 2016.

 

		Three Months Ended June  30,								Six Months Ended June 30,
		2017				2016				2017				2016
Revenue		$	35,695,881			$	2,104,351			$	41,357,021			$	6,219,449
Cost of revenue		$	24,576,296			$	5,145,118			$	30,174,103			$	12,572,928
Gross profit (loss)		$	11,119,585			$	(3,040,767	)		$	11,182,918			$	(6,353,479	)
Gross margin			31.2	%			(144.5	)%			27.0	%			(102.2	)%

 

Gross profit for the three months ended June 30, 2017 was $11,119,585, representing a change of $14,160,352 or 465.7% as compared to gross loss of $3,040,767 for the three months ended June 30, 2016. Gross profit for the six months ended June 30, 2017 was $11,182,918, representing a change of $17,536,397 or 276.0% as compared to gross loss of $6,353,479 for the six months ended June 30, 2016. The increase was due to the increase in our sales revenue and the decrease in our unit production cost of fish.

 

Gross margin increased to 31.2% for the three months ended June 30, 2017 from (144.5)% for the three months ended June 30, 2016. Gross margin increased to 27.0% for the six months ended June 30, 2017 from (102.2)% for the six months ended June 30, 2016. The increase in gross margin for the three and six months ended June 30, 2017 as compared to the three and six months ended June 30, 2016 was primarily attributable to the decrease in our unit production cost of fish resulting from the increase in our fishing activities by deploying more fishing vessels into operations.

 

Selling expense

 

Our selling expense mainly includes shipping and handling fees, insurance, customs service charge, storage fees and advertising expenses. Our sales activities are conducted through direct selling by our internal sales staff. Because of the strong demand for our products and services, we do not have to aggressively market and distribute our products. As a result, our selling expense has been relatively small as a percentage of our revenue.

 

Selling expense totaled $178,575 for the three months ended June 30, 2017, as compared to $71,199 for the three months ended June 30, 2016, an increase of $107,376 or 150.8%. Selling expense totaled $567,293 for the six months ended June 30, 2017, as compared to $414,219 for the six months ended June 30, 2016, an increase of $153,074 or 37.0%. Selling expense as a percentage of revenue for the three months ended June 30, 2017 decreased to 0.5% from 3.4% for comparable period in 2016, which was mainly attributable to the increase in sales revenue. Selling expense as a percentage of revenue for the six months ended June 30, 2017 decreased to 1.4% from 6.7% for corresponding period in 2016, which was mainly attributable to the increase in sales revenue. Selling expense for the three and six months ended June 30, 2017 and 2016 consisted of the following:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2017				2016				2017				2016
Shipping and handling fees		$	56,962			$	12,840			$	199,862			$	89,387
Storage fees			64,042				28,163				127,779				113,980
Insurance			47,678				93				124,771				147,908
Customs service charge			6,431				-				78,744				-
Advertising			69				27,597				29,113				27,597
Other			3,393				2,506				7,024				35,347
		$	178,575			$	71,199			$	567,293			$	414,219

 

	●	For the three months ended June 30, 2017, shipping and handling fees increased by $44,122, or 343.6%, as compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, shipping and handling fees increased by $110,475, or 123.6%, as compared to the six months ended June 30, 2016. The increase was primarily attributable to the increase in our sales revenue.
	●	For the three months ended June 30, 2017, storage fees increased by $35,879, or 127.4%, as compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, storage fees increased by $13,799, or 12.1%, as compared to the six months ended June 30, 2016. The increase was mainly attributable to the increase in our storage area.
	●	For the three months ended June 30, 2017, insurance increased by $47,585, or 51,166.7%, as compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, insurance decreased by $23,137, or 15.6%, as compared to the six months ended June 30, 2016. The change was mainly attributable to the different insured fishing vessels mix.

 

 

	●	For the three months ended June 30, 2017, customs service charge increased by $6,431, or 100.0%, as compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, customs service charge increased by $78,744, or 100.0%, as compared to the six months ended June 30, 2016. The increase was mainly due to the increase in our fishing activities.
	●	For the three months ended June 30, 2017, advertising expenses decreased by $27,528, or 99.7%, as compared to the three months ended June 30, 2016. The change was mainly because the same payments were made in the first quarter of 2017 instead of the second quarter of 2016.  For the six months ended June 30, 2017, advertising expenses remained roughly consistent as compared to the six months ended June 30, 2016.
	●	Other miscellaneous selling expense for the three months ended June 30, 2017 increased by $887, or 35.4%, as compared to the three months ended June 30, 2016. Other miscellaneous selling expense for the six months ended June 30, 2017 decreased by $28,323, or 80.1%, as compared to the six months ended June 30, 2016.

 

General and administrative expense

 

General and administrative expense totaled $1,259,793 for the three months ended June 30, 2017, as compared to $910,813 for the three months ended June 30, 2016, an increase of $348,980 or 38.3%. General and administrative expense totaled $2,347,665 for the six months ended June 30, 2017, as compared to $2,378,284 for the six months ended June 30, 2016, a decrease of $30,619 or 1.3%. General and administrative expense for the three and six months ended June 30, 2017 and 2016 consisted of the following:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2017				2016				2017				2016
Professional fees		$	284,843			$	182,935			$	733,514			$	645,625
Compensation and related benefits			252,300				268,337				538,432				625,948
Rent and related administrative service charge			117,689				118,736				236,258				237,287
Bad debt expense (recovery)			106,277				(428,576	)			202,676				(150,594	)
Travel and entertainment			69,064				21,700				132,713				41,285
Other			429,620				747,681				504,072				978,733
		$	1,259,793			$	910,813			$	2,347,665			$	2,378,284

 

●

Professional fees, which primarily consist of legal fees, accounting fees, investor relation service charges, valuation service fees and other fees associated with being a public company, for the three months ended June 30, 2017 increased by $101,908, or 55.7%, as compared to the three months ended June 30, 2016. The increase in the three months ended June 30, 2016 was primarily attributable to an increase in accounting fees of approximately $36,000, an increase in investor relations of approximately $13,000 and an increase in legal fees of approximately $41,000. For the six months ended June 30, 2017, professional fees increased by $87,889, or 13.6%, as compared to the six months ended June 30, 2016. The increase in the six months ended June 30, 2017 was primarily attributable to an increase in consulting fees of approximately $31,000, an increase in investor relation charges of approximately $29,000 and an increase in legal fees of approximately $96,000, offset by a decrease in accounting fees of approximately $85,000.

 

	●	Compensation and related benefits decreased by $16,037, or 6.0%, for the three months ended June 30, 2017 as compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, compensation and related benefits decreased by $87,516, or 14.0%. The decrease was mainly attributable to a decrease in salaries for our management staff of approximately $83,000 and a decrease in benefits for our management staff of approximately $3,000, mainly due to our strict control on corporation spending.
	●	Rent and related administrative service charge remained consistent for the three and six months ended June 30, 2017 as compared to the three and six months ended June 30, 2016.
	●	For the three months ended June 30, 2017, we recorded bad debt expense of $106,277 as compared to bad debt recovery of $428,576 for the three months ended June 30, 2016. For the six months ended June 30, 2017, we recorded bad debt expense of $202,676 as compared to bad debt recovery of $150,594 for the six months ended June 30, 2016. Based on our periodic review of accounts receivable balances, we adjusted the allowance for doubtful accounts after considering management’s evaluation of the collectability of individual receivable balances, including the analysis of subsequent collections, and customers’ collection history, and recent economic events.

 

 

	●	For the three months ended June 30, 2017, travel and entertainment expense increased by $47,364, or 218.3% as compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, travel and entertainment expense increased by $91,428, or 221.5% as compared to the six months ended June 30, 2016. The increase was mainly attributable to an increase in travel expense of approximately $35,000 due to our business expansion and an increase in entertainment expense of approximately $57,000 in order to strengthen our reputation.
	●	Other general and administrative expense, which primarily consist of communication fees, office supplies, miscellaneous taxes, bank service charge, depreciation, and NASDAQ listing fee. For the three months ended June 30, 2017, other general and administrative expense decreased by $318,061, or 42.5%, as compared to the three months ended June 30, 2016. The decrease was primarily attributable to a decrease in depreciation of approximately $272,000, and a decrease in other miscellaneous items of approximately $7,000. For the six months ended June 30, 2017, other general and administrative expense decreased by $474,661, or (48.5)%, as compared to the six months ended June 30, 2016. The decrease was mainly attributable to a decrease in depreciation of approximately $471,000, and a decrease in other miscellaneous items of approximately $3,000. During the three and six months ended June 30, 2016, our 13 upgraded and renovated fishing vessels were temporarily idle. We recorded the related depreciation for these 13 fishing vessels as operating expenses rather than as cost of revenue. Therefore, the depreciation for operating expenses for the three and six months ended June 30, 2017 decreased as compared to the corresponding periods in 2016.

 

Income (Loss) from operations

 

As a result of the factors described above, for the three months ended June 30, 2017, income from operations amounted to $9,681,217, as compared to loss from operations of $4,022,779 for the three months ended June 30, 2016, a change of $13,703,996, or 340.7%. For the six months ended June 30, 2017, income from operations amounted to $8,267,960, as compared to loss from operations of $9,145,982 for the six months ended June 30, 2016, a change of $17,413,942, or 190.4%.

 

Other income (expense)

 

Other income (expense) mainly include interest income from bank deposits, interest expense generated from short-term and long-term bank borrowings, foreign currency transaction gain, grant income from Chinese government, and loss on equity method investment.

 

For the three months ended June 30, 2017, other income, net, amounted to $129,597 as compared to other expense, net, of $498,365 for the three months ended June 30, 2016, an increase of $627,962, or 126.0%, which was primarily attributable to an increase in foreign currency transaction gain of approximately $924,000, an increase in gain on equity method investment of approximately $309,000, offset by an increase in interest expenses of approximately $252,000 mainly due to the increase in our interest bearing bank loans, and a decrease in gain from cost method investment of approximately $382,000.

 

For the six months ended June 30, 2017, other income, net, amounted to $12,385,378 as compared to other expense, net, of $853,599 for the six months ended June 30, 2016, an increase of $13,238,977, or 1,551.0%, which was primarily attributable to an increase in interest income of approximately $148,000, an increase in foreign currency transaction gain of approximately $1,001,000, and a significant increase in grant income from Chinese government of approximately $12,595,000 mainly due to the significant increase in our fuel expenditures on our fishing activities resulting from more fishing vessels put in operations, offset by an increase in interest expense of approximately $433,000 and a decrease in gain from cost method investment of approximately $382,000.

 

The grant income represents an incentive granted by the Chinese government to encourage the development of ocean fishing industry in order to satisfy the demand of natural seafood in China. 

 

 

Income taxes

 

We are exempted from income taxes for income generated from our ocean fishing operations in China for the three and six months ended June 30, 2017 and 2016. For the three and six months ended June 30, 2016, income taxes expense was $587 and $1,000, respectively, which was generated by Heyue’s taxable income from fish reselling activities. Since February 2015, we have temporarily ceased fishing operations in Indonesian waters due to the Indonesian government’s moratorium described in elsewhere in this report. In order to satisfy our customers’ demand, Heyue purchased fish from a third party and resold it to our customers. We are required to pay income taxes for our fish reselling operations. 

 

Net income (loss)

 

As a result of the factors described above, our net income was $9,810,814 for the three months ended June 30, 2017, as compared with net loss of $4,521,731 for the three months ended June 30, 2016, a change of $14,332,545 or 317.0%. Our net income was $20,653,338 for the six months ended June 30, 2017, as compared with net loss of $10,000,581 for the six months ended June 30, 2016, a change of $30,653,919 or 306.5%.

 

Net income (loss) attributable to owners of the Company

 

The net income attributable to owners of the Company was $8,957,411, or $0.11 per ordinary share (basic and diluted) for the three months ended June 30, 2017, as compared with net loss attributable to owners of the Company of $4,224,887, or $(0.05) per ordinary share (basic and diluted) for the three months ended June 30, 2016, a change of $13,182,298 or 312.0%. 

 

The net income attributable to owners of the Company was $18,877,565, or $0.24 per ordinary share (basic and diluted) for the six months ended June 30, 2017, as compared with net loss attributable to owners of the Company of $9,325,266, or $(0.12) per ordinary share (basic and diluted) for the six months ended June 30, 2016, a change of $28,202,831 or 302.4%.

 

Foreign currency translation adjustment

  

Our reporting currency is the U.S. dollar. The functional currency of our parent company and subsidiaries of Merchant Supreme and Prime Cheer is the U.S. dollar and the functional currency of the Company’s subsidiaries which are incorporated in China is the Chinese Renminbi (“RMB”). The financial statements of our subsidiaries which are incorporated in China are translated to U.S. dollars using period end rates of exchange for assets and liabilities, and average rates of exchange (for the period) for revenue, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations and comprehensive income (loss). As a result of foreign currency translations, which are a non-cash adjustment, we reported a foreign currency translation gain of $2,041,844 for the three months ended June 30, 2017, as compared to foreign currency translation loss of $4,255,671 for the three months ended June 30, 2016. We reported a foreign currency translation gain of $2,682,892 for the six months ended June 30, 2017, as compared to foreign currency translation loss of $3,376,248 for the six months ended June 30, 2016. This non-cash loss had the effect of increasing/decreasing our reported comprehensive loss/gain and this non-cash gain had the effect of decreasing/increasing our reported comprehensive loss/gain.

 

Comprehensive income (loss) 

 

As a result of our foreign currency translation adjustment, we had comprehensive income for the three months ended June 30, 2017 of $11,852,658, compared to comprehensive loss of $8,777,402 for the three months ended June 30, 2016. We had comprehensive gain for the six months ended June 30, 2017 of $23,336,230, compared to comprehensive loss of $13,376,829 for the six months ended June 30, 2016.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. Our principal liquidity demands are based on the capital needs of Pingtan Fishing related to the acquisition or construction of new fishing vessels and continuously upgrading and renovating existing vessels, and our general corporate purposes. We historically relied on cash flow provided by operations and bank loans to supplement our working capital. We also receive government grants as the government incentive for encouraging development of ocean fishing industry. At June 30, 2017 and December 31, 2016, we had cash balances of approximately $11,415,000 and $820,000, respectively. The significant portion of these funds are located in financial institutions located in the PRC and will continue to be indefinitely reinvested in our operations in the PRC. 

 

 

The following table sets forth a summary of changes in our working capital from December 31, 2016 to June 30, 2017:

 

										December 31, 2016 to June 30, 2017
		June 30, 2017				December 31, 2016				Change				Percentage Change
Working capital:
Total current assets		$	38,018,312			$	60,841,361			$	(22,823,049	)			(37.5	)%
Total current liabilities			61,829,771				64,920,719				(3,090,948	)			(4.8	)%
Working capital:		$	(23,811,459	)		$	(4,079,358	)		$	(19,732,101	)			(483.7	)%

 

Our working capital deficit increased $19,732,101 to working capital deficit of $23,811,459 at June 30, 2017 from working capital deficit of $4,079,358 at December 31, 2016. This increase in working capital deficit is primarily attributable to a decrease in inventories, net of reserve for inventories of approximately $3,876,000, a decrease in advances to suppliers of approximately $1,511,000, a significant decrease in other receivables of approximately $29,655,000 since we received the refund of prepayment made for fish goods of approximately $30 million from a third party in January and February 2017 (see note 5), a decrease in other receivable-related party of approximately $640,000, an increase in accounts payable of approximately $1,536,000, an increase in accounts payable – related parties of approximately $6,097,000, an increase in short-term bank loans of approximately $1,104,000, an increase in accrued liabilities and other payables of approximately $1,485,000, and an increase in due to related parties of approximately $2,013,000, offset by a significant increase in cash of approximately $10,595,000, an increase in restricted cash of approximately $350,000, an increase in accounts receivable, net of allowance for doubtful accounts, of approximately $1,317,000 due to increase in revenue, an increase in prepaid expenses – related party of approximately $604,000, a decrease in Long-term bank loans - current portion of approximately $5,460,000 and a decrease in accrued liabilities and other payables – related party of approximately $9,865,000.

 

Because the exchange rate conversion is different for consolidated balance sheets and consolidated statements of cash flows, the changes in assets and liabilities reflected on consolidated statements of cash flows are not necessarily identical with the comparable changes reflected on consolidated balance sheets.

 

Cash flows for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 

 

The following summarizes the key components of our cash flows for the six months ended June 30, 2017 and 2016:

 

		Six Months Ended June 30,
		2017				2016
Net cash provided by operating activities		$	54,434,636			$	1,553,627
Net cash used in investing activities			(36,130,773	)			(23,522,813	)
Net cash (used in) provided by financing activities			(7,878,577	)			13,324,402
Effect of exchange rate on cash			169,774				(199,792	)
Net increase (decrease) in cash		$	10,595,060			$	(8,844,576	)

 

Net cash flow provided by operating activities was $54,434,636 for the six months ended June 30, 2017 as compared to $1,553,627 for the six months ended June 30, 2016, an increase of $52,881,009.

 

●

Net cash flow provided by operating activities for the six months ended June 30, 2017 primarily reflected our net income of approximately $20,653,000, and the add-back of non-cash items, mainly consisting of depreciation of approximately $4,292,000, increase in allowance for doubtful accounts of approximately $203,000, and loss on equity method investment of approximately $20,000, and changes in operating assets and liabilities primarily consisting of a decrease in inventories of approximately $4,030,000, a decrease in advances to suppliers of approximately $1,584,000, a significant decrease in other receivables of approximately $29,995,000 mainly due to the refund of prepayment made for fish goods of approximately $30 million received from a third party in January and February 2017 (see note 5), a decrease in other receivables – related party of approximately $927,000, an increase in accounts payable – related parties of approximately $5,951,000, and an increase in accrued liabilities and other payables of approximately $1,361,000, offset by an increase in accounts receivable of approximately $1,233,000, an increase in in prepaid expenses – related party of approximately $584,000, a decrease in accounts payable of approximately $23,000, a decrease in due to related parties of approximately $20,000 and a significant decrease in accrued liabilities and other payables – related party of approximately $12,734,000 due to repayments made to our related party.

 

 

●

Net cash flow provided by operating activities for the six months ended June 30, 2016 primarily reflected the add-back of non-cash items, consisting of depreciation of approximately $3,303,000, increase in reserve for inventories of approximately $2,801,000, and changes in operating assets and liabilities primarily consisting of a significant decrease in accounts receivable of approximately $9,347,000 mainly due to the collections made in the first half of 2016, a decrease in advances to suppliers of approximately $300,000, a decrease in prepaid expenses – related parties of approximately $1,790,000, an increase in accounts payable – related parties of approximately $1,345,000, and an increase in accrued liabilities and other payables of approximately $509,000, offset by our net loss of approximately $10,001,000, and changes in operating assets and liabilities primarily consisting of an increase in inventories of approximately $7,696,000 mainly due to the increase in frozen fish and marine catches in transit of approximately $5.6 million and the increase in fish and marine catches in warehouse of approximately $2.0 million in order to satisfy our customers’ demand.

 

Net cash flow used in investing activities was $36,130,773 for the six months ended June 30, 2017 as compared to $23,522,813 for the six months ended June 30, 2016. During the six months ended June 30, 2017, we made payments for purchase of property, plant and equipment of approximately $38,751,000, and made payments for equity method investment of approximately $291,000, offset by proceeds received from government grants for fishing vessel construction of approximately $2,911,000. During the six months ended June 30, 2016, we made payments for purchase of property, plant and equipment of approximately $418,000, and made prepayments for long-term assets of approximately $38,406,000, offset by proceeds received from transferring equity method investment share of approximately $15,301,000.

 

Net cash flow used by financing activities was $7,878,577 for the six months ended June 30, 2017 as compared to net cash flow provided by financing activities of $13,324,402 for the six months ended June 30, 2016. During the six months ended June 30, 2017, we received proceeds from short-term bank loans of approximately $8,500,000, and received advances from related parties of approximately $2,033,000, offset by the repayments of short-term bank loans of approximately $7,922,000, the repayments of long-term bank loans of approximately $8,632,000, the payments made to increase restricted cash of approximately $277,000, and dividend payments of approximately $1,581,000. During the six months ended June 30, 2016, we received proceeds from short-term bank loans of approximately $8,118,000, proceeds from long-term bank loans of approximately $19,127,000, and advances from related parties of approximately $2,654,000, offset by repayments of short-term bank loans of approximately $7,205,000, repayments of long-term bank loans of approximately $6,258,000, increase in restricted cash of approximately $1,530,000, and dividend payments of approximately $1,581,000.

 

We have historically funded our capital expenditures through cash flow provided by operations, bank loans and related parties’ advances. As of June 30, 2017, we have contractual commitments of RMB 4.5 million (approximately $664,000) related to 4 fishing vessels construction commitment and $2,406,000 related to 5 vessels purchase commitment. We intend to fund the costs with cash flow from our operations and by obtaining financing mainly from local banking institutions with which we have done business in the past. We believe that the relationships with local banks are in good standing and we have not encountered difficulties in obtaining needed borrowings from local banks. Considering our available cash together with our cash inflow from gradually recovering operations and financing, we believe that it is not likely that we will not meet our anticipated cash requirements for the next twelve months. 

 

 

Contractual Obligations and Off-Balance Sheet Arrangements

 

Contractual obligations

 

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations, and cash flows.

 

The following tables summarize our contractual obligations as of June 30, 2017 (dollars in thousands), and the effect these obligations are expected to have on our liquidity and cash flows in future periods.

 

		Payments Due by Period
Contractual obligations:		Total				Less than 1 year				1-3 years				3-5 years				5+ years
Related party office lease obligation		$	1			$	1			$	-			$	-			$	-
Related party rental and related administrative service charge obligation			230				230				-				-				-
4 fishing vessels construction obligation			664				664				-				-				-
5 vessels purchase commitment			2,406				2,406				-				-				-
Short-term bank loans (1)			22,658				22,658				-				-				-
Long-term bank loans			31,324				11,839				11,661				3,838				3,986
Total		$	57,283			$	37,798			$	11,661			$	3,838			$	3,986

 

(1)	Historically, we have refinanced these short-term bank loans for an additional term of six months to one year and we expect to continue to refinance these loans upon expiration.

 

Off-balance sheet arrangements

 

None.

 

Recent accounting pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Subtopic 842).” The new guidance requires lessees to recognize assets and liabilities arising from leases as well as extensive quantitative and qualitative disclosures. A lessee will need to recognize on its balance sheet a right-of-use asset and a lease liability for the majority of its leases (other than leases that meet the definition of a short-term lease). The lease liabilities will be equal to the present value of lease payments. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. The Company is currently evaluating the impact on its consolidated financial position and results of operations upon adopting these amendments. Based on its preliminary evaluation, the Company expects to start recognize lease assets and lease liabilities for its operating leases on its statements of financial position as of the end of its first fiscal quarter of 2019 and its comparative period presented.

 

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): simplifying the test for goodwill impairment”, the guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not the difference between the fair value and carrying amount of good will which was the step 2 test before. The ASU should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Commodity price risk

 

Oil cost accounts for approximately 70.2% and 69.3% of our total cost of revenue for the three and six months ended June 30, 2017. We are primarily exposed to oil price volatility caused by supply conditions, political and economic variables and other unpredictable factors. We purchase oil used by our vessels at prevailing market prices. We do not have formal long-term purchase contracts with our suppliers and, therefore, we are exposed to the risk of fluctuating oil prices.

 

We did not have any commodity price derivatives or hedging arrangements outstanding at June 30, 2017 and did not employ any commodity price derivatives in the six months ended June 30, 2017.

 

Foreign currency exchange rate risk

 

While our reporting currency is the USD, All of our consolidated revenue and consolidated cost of revenue and a significant portion of our consolidated expenses are denominated in RMB. Furthermore, a significant portion of our assets are denominated in RMB. As a result, we are exposed to foreign exchange risk as our revenue and result of operations may be affected by fluctuations in the exchange rate between USD and RMB. 

 

The value of the RMB against the USD and other currencies is affected by, among other things, changes in the PRC’s political and economic conditions. Since July 2005, the RMB has not been pegged to the USD. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the USD in the medium to long term. Moreover, it is possible that in the future, PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

 

If the RMB depreciates against the USD, the value of our RMB revenue, earnings and assets as expressed in our USD financial statements will decline. A 1% average appreciation (depreciation) of the RMB against the USD would increase (decrease) our comprehensive income by $233,000 for the six months ended June 30, 2017 based on our revenue, costs and expenses, and assets and liabilities denominated in RMB as of June 30, 2016. To date, we have not entered into any hedging transactions to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure at all.

  

Interest rate risk

 

We are exposed to interest rate risk arising from short-term and long-term variable rate borrowings from time to time. Our future interest expense will fluctuate in line with any change in our borrowing rates. Our bank borrowings amounted to $69.5 million at June 30, 2017. Based on the variable nature of the underlying interest rate, the bank borrowings approximated fair value at that date.

 

A hypothetical 100 basis point change in interest rates would impact our earnings and cash flows by approximately $14,000. The potential change in cash flows and earnings is calculated based on the change in the net interest expense over a one year period due to an immediate 100 basis point change in interest rates.

 

Inflation risk

 

Inflationary factors such as increases in the cost of our product and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling and general and administrative expenses as a percentage of total revenue if the selling prices of our products do not increase with these increased costs.

 

  

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including the principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

 

In connection with the preparation of the quarterly report on Form 10-Q for the quarter ended June 30, 2017, our management, including our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures, which are defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Based on this evaluation, management concluded that our internal control over financial reporting were not effective as of June 30, 2017 due to the material weakness we reported in our 2016 10-K which has not yet been remediated. In our 2016 10-K we reported that we did not maintain a sufficient complement of personnel with an appropriate level of experience and training in the application of U.S. GAAP commensurate with our financial reporting requirements.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes (including corrective actions with regard to material weakness) in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

On June 23, 2017, a purported securities class action complaint, Zheng v. Pingtan Marine Enterprise Ltd., Xinrong Zhuo and Roy Yu, was filed in the U.S. District Court for the Eastern District of New York alleging violations of Section 10(b), and Rule 10b-5 thereunder, and Section 20(a) of the Securities Exchange Act of 1934 (the “Complaint”). The Complaint alleges that the Company and the executive officers made materially false and misleading statements in filings with the SEC regarding the Company’s business operations. The Complaint was brought on behalf of a putative class of persons who purchased or otherwise acquired Pingtan securities between August 8, 2016 and May 10, 2017 and seeks an unspecified amount of compensatory damages.

 

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. Currently, we are not a party to any other litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business, operating results, cash flows or financial condition.

 

ITEM 1A. RISK FACTORS

 

Factors that could cause our actual results to differ materially from those in this report are any of the risks described in Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 23, 2017.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

Exhibit

 

31.1*		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32*		Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d- 14(b) and 18 U.S.C. 1350.
101.INS*		XBRL INSTANCE DOCUMENT
101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

 

* Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

	PINGTAN MARINE ENTERPRISE LTD.
	(Registrant)
Date: August 9, 2017	By:	/s/ Xinrong Zhuo
		Xinrong Zhuo
		Chairman and Chief Executive Officer
Date: August 9, 2017	By:	/s/ Roy Yu
		Roy Yu
		Chief Financial Officer

 

 

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