UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 10-Q
x
|
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
For
the Quarterly Period Ended March 31, 2010
|
|
OR
|
|
|
|
o
|
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For
the transition period
from to
Commission
File No.: 001-34098
HONG
KONG HIGHPOWER TECHNOLOGY, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
|
|
20-4062622
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
Number)
|
Building
A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong,
518111,
People’s
Republic of China
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
(86)
755-89686238
(COMPANY’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
x
No
o
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files). Yes
o
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” as defined in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
o
|
Accelerated
filer
¨
|
|
|
Non-accelerated
filer
o
|
Smaller
reporting company
x
|
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes
o
No
x
The
registrant had 13,582,106 shares of common stock, par value $0.0001 per share,
outstanding as of May11, 2010.
HONG
KONG HIGHPOWER TECHNOLOGY, INC.
FORM 10-Q
For
the Quarterly Period Ended March 31, 2010
INDEX
|
|
|
Page
|
Part I
|
|
Financial
Information
|
|
|
|
|
|
|
|
|
|
Item
1.
|
|
Financial
Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Balance
Sheets as of March 31, 2010 (Unaudited) and December 31,
2009
|
2
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
Statements
of Comprehensive Income for the Three Months Ended March 31, 2010 and 2009
(Unaudited)
|
4
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
Statements
of Cash Flows for the Three Months Ended March 31, 2010 and 2009
(Unaudited)
|
5
|
|
|
|
|
|
|
|
|
|
|
|
(d)
|
Notes
to Financial Statements (Unaudited)
|
6
|
|
|
|
|
|
|
|
|
|
Item
2.
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
35
|
|
|
|
|
|
|
|
|
Item
3.
|
|
Quantitative
and Qualitative Disclosures About Market Risk
|
41
|
|
|
|
|
|
|
|
|
Item
4.
|
|
Controls
and Procedures
|
42
|
|
|
|
|
|
|
Part II
|
|
Other
Information
|
|
|
|
|
|
|
|
|
|
Item
1.
|
|
Legal
Proceedings
|
|
|
|
|
|
|
|
|
|
Item
1A.
|
|
Risk
Factors
|
|
|
|
|
|
|
|
|
|
Item
2.
|
|
Unregistered
Sale of Equity Securities and Use of Proceeds
|
|
|
|
|
|
|
|
|
|
Item
3.
|
|
Default
Upon Senior Securities
|
|
|
|
|
|
|
|
|
|
Item
4.
|
|
Submission
of Matters to a Vote of Security Holders
|
|
|
|
|
|
|
|
|
|
Item
5.
|
|
Other
Information
|
|
|
|
|
|
|
|
|
|
Item
6.
|
|
Exhibits
|
|
|
|
|
|
|
|
Signatures
|
43
|
Item
1. Financial Statements
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Stated
in US Dollars)
|
|
As of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
$
|
|
|
$
|
|
ASSETS
|
|
|
|
|
|
|
Current
Assets :
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
7,122,966
|
|
|
|
2,967,586
|
|
Restricted
cash
|
|
|
6,054,576
|
|
|
|
5,478,418
|
|
Accounts
receivable
|
|
|
13,188,095
|
|
|
|
14,896,503
|
|
Notes
receivable
|
|
|
687,117
|
|
|
|
596,795
|
|
Prepaid
expenses and other receivables –
Note 7
|
|
|
4,569,073
|
|
|
|
2,366,734
|
|
Inventories
–
Note
11
|
|
|
11,285,201
|
|
|
|
10,633,566
|
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
42,907,028
|
|
|
|
36,939,602
|
|
Plant
and equipment, net –
Note 12
|
|
|
10,450,014
|
|
|
|
10,284,873
|
|
Leasehold
land, net –
Note
13
|
|
|
3,003,908
|
|
|
|
3,019,509
|
|
Intangible
asset, net –
Note
14
|
|
|
837,500
|
|
|
|
850,000
|
|
Investment
securities –
Note
15
|
|
|
52,734
|
|
|
|
52,732
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
|
57,251,184
|
|
|
|
51,146,716
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Current
Liabilities :
|
|
|
|
|
|
|
|
|
Non-trading
foreign currency derivatives liabilities
|
|
|
8,524
|
|
|
|
11,041
|
|
Accounts
payable
|
|
|
13,347,757
|
|
|
|
10,738,714
|
|
Other
payables and accrued liabilities –
Note 19
|
|
|
4,086,950
|
|
|
|
3,563,308
|
|
Income
taxes payable
|
|
|
1,240,533
|
|
|
|
876,739
|
|
Bank
borrowings –
Note
20
|
|
|
15,747,410
|
|
|
|
14,787,714
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
34,431,174
|
|
|
|
29,977,516
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES –
Note
22
|
|
|
|
|
|
|
|
|
(continued)
HONG KONG
HIGHPOWER TECHNOLOGY, INC AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Stated
in US Dollars)
|
|
As of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
$
|
|
|
$
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
Preferred
Stock
|
|
|
|
|
|
|
Par
value: $0.0001
|
|
|
|
|
|
|
Authorized:
10,000,000 shares
|
|
|
|
|
|
|
Issued
and outstanding: none
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
|
|
|
|
|
|
Par
value : $0.0001
|
|
|
|
|
|
|
|
|
Authorized:
100,000,000 shares
|
|
|
|
|
|
|
|
|
Issued
and outstanding: 2010 –13,582,106 shares (2009 –13,582,106
shares)
|
|
|
1,358
|
|
|
|
1,358
|
|
Additional
paid-in capital
|
|
|
5,148,616
|
|
|
|
5,065,426
|
|
Accumulated
other comprehensive income
|
|
|
2,010,778
|
|
|
|
2,023,858
|
|
Retained
earnings
|
|
|
15,659,258
|
|
|
|
14,078,558
|
|
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS’ EQUITY
|
|
|
22,820,010
|
|
|
|
21,169,200
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
57,251,184
|
|
|
|
51,146,716
|
|
See
accompanying notes to condensed consolidated financial
statements.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated
in US Dollars)
|
|
Three months ended March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Net
sales
|
|
|
20,223,372
|
|
|
|
11,309,805
|
|
Cost
of sales
|
|
|
(15,977,042
|
)
|
|
|
(8,913,709
|
)
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
4,246,330
|
|
|
|
2,396,096
|
|
Depreciation
–
Notes 2 and
12
|
|
|
(69,242
|
)
|
|
|
(51,114
|
)
|
Selling
and distribution costs
|
|
|
(752,054
|
)
|
|
|
(531,349
|
)
|
General
and administrative costs including stock-based
compensation
|
|
|
(1,453,607
|
)
|
|
|
(1,102,922
|
)
|
Loss
on exchange rate difference
|
|
|
(22,354
|
)
|
|
|
(32,724
|
)
|
|
|
|
|
|
|
|
|
|
Income
from operations
|
|
|
1,949,073
|
|
|
|
677,987
|
|
Change
in fair value of currency forwards
|
|
|
-
|
|
|
|
(88,113
|
)
|
Other
income –
Note
3
|
|
|
77,374
|
|
|
|
66,815
|
|
Interest
expenses –
Note
4
|
|
|
(66,333
|
)
|
|
|
(41,120
|
)
|
Other
expenses –
Note
5
|
|
|
-
|
|
|
|
(51,536
|
)
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
|
1,960,114
|
|
|
|
564,033
|
|
Income
taxes –
Note
6
|
|
|
(379,414
|
)
|
|
|
(161,067
|
)
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
1,580,700
|
|
|
|
402,966
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income
|
|
|
|
|
|
|
|
|
-
Foreign currency translation gain
|
|
|
(15,597
|
)
|
|
|
35,849
|
|
-
Cash flow hedge
|
|
|
2,517
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income
|
|
|
1,567,620
|
|
|
|
438,815
|
|
|
|
|
|
|
|
|
|
|
Income
per common share
|
|
|
|
|
|
|
|
|
-
Basic
|
|
|
0.12
|
|
|
|
0.03
|
|
|
|
|
|
|
|
|
|
|
-
Diluted
|
|
|
0.12
|
|
|
|
0.03
|
|
|
|
|
|
|
|
|
|
|
Weighted
average common shares outstanding
|
|
|
|
|
|
|
|
|
-
Basic and diluted
|
|
|
13,582,106
|
|
|
|
13,562,596
|
|
|
|
|
|
|
|
|
|
|
-
Diluted
|
|
|
13,632,096
|
|
|
|
13,562,596
|
|
See
accompanying notes to condensed consolidated financial
statements.
HONG KONG
HIGHPOWER TECHNOLOGY, INC AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated
in US Dollars)
|
|
Three months ended March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
Net income
|
|
|
1,580,700
|
|
|
|
402,966
|
|
Adjustments to reconcile net income to net cash provided
by operating activities :
|
|
|
|
|
|
|
|
|
Amortization of intangible asset
|
|
|
12,747
|
|
|
|
12,500
|
|
Amortization of leasehold land
|
|
|
15,726
|
|
|
|
15,603
|
|
Depreciation
|
|
|
360,572
|
|
|
|
237,217
|
|
Change in fair value of currency forwards
|
|
|
-
|
|
|
|
88,113
|
|
Loss on disposal of plant and equipment
|
|
|
43,885
|
|
|
|
6,807
|
|
Share based payment
|
|
|
73,177
|
|
|
|
130,000
|
|
Bad debt written off
|
|
|
41,675
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities :
|
|
|
|
|
|
|
|
|
(Increase) decrease in -
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
1,667,206
|
|
|
|
1,523,929
|
|
Notes receivable
|
|
|
(90,857
|
)
|
|
|
319,501
|
|
Prepaid expenses and other receivables
|
|
|
(2,202,045
|
)
|
|
|
(1,508,097
|
)
|
Inventories
|
|
|
(651,133
|
)
|
|
|
2,955,285
|
|
Increase (decrease) in -
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
2,608,364
|
|
|
|
(1,013,505
|
)
|
Other payables and accrued liabilities
|
|
|
523,479
|
|
|
|
378,144
|
|
Income taxes payable
|
|
|
363,726
|
|
|
|
145,632
|
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by operating activities
|
|
|
4,347,222
|
|
|
|
3,694,095
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Acquisition of plant and equipment
|
|
|
(565,454
|
)
|
|
|
(560,026
|
)
|
Sale proceeds of plant and equipment
|
|
|
(2,760
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used in investing activities
|
|
|
(568,214
|
)
|
|
|
(560,026
|
)
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
Proceeds
from new short-term bank loans
|
|
|
-
|
|
|
|
6,791,546
|
|
Repayment
of short-term bank loans
|
|
|
(2,929,416
|
)
|
|
|
-
|
|
Repayment
of other secured loans
|
|
|
(1,206,776
|
)
|
|
|
-
|
|
Net
(repayment) advancement of other bank borrowings
|
|
|
5,095,185
|
|
|
|
(10,168,444
|
)
|
(Decrease)
Increase in restricted cash
|
|
|
(575,878
|
)
|
|
|
(444,814
|
)
|
|
|
|
|
|
|
|
|
|
Net
cash flows (used in) provided by financing activities
|
|
|
383,115
|
|
|
|
(3,821,712
|
)
|
|
|
|
|
|
|
|
|
|
Net
(decrease) increase in cash and cash equivalents
|
|
|
4,162,123
|
|
|
|
(687,643
|
)
|
Effect
of foreign currency translation on cash and
cash
equivalents
|
|
|
(6,743
|
)
|
|
|
(55,140
|
)
|
Cash
and cash equivalents - beginning of period
|
|
|
2,967,586
|
|
|
|
4,175,780
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents - end of period
|
|
|
7,122,966
|
|
|
|
3,432,997
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures for cash flow information :
|
|
|
|
|
|
|
|
|
Cash
paid for :
|
|
|
|
|
|
|
|
|
Interest
|
|
|
66,333
|
|
|
|
41,120
|
|
Income
taxes
|
|
|
-
|
|
|
|
15,434
|
|
See
accompanying notes to condensed consolidated financial
statements
HONG KONG
HIGHPOWER TECHNOLOGY, INC AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
1.
|
Organization
and Basis of Presentation
|
Hong Kong
Highpower Technology, Inc. (“Highpower” or the “Company,” formerly known as SRKP
11, Inc.) was incorporated in the State of Delaware on January 3, 2006 to locate
a suitable acquisition candidate to acquire.
The
Company was organized principally to engage in the manufacturing and trading of
nickel metal hydride rechargeable batteries.
As used
herein, the “Company” refers to Highpower and its wholly-owned subsidiaries,
unless the context indicates otherwise.
In
January 2008, HKHTC invested $749,971 in HZ Highpower Technology Co., Ltd. (“HZ
Highpower”). HZ Highpower is a wholly-owned subsidiary of HKHTC. HZ Highpower
has not commenced business as at March 31, 2010.
In June
20, 2008, HKHTC invested $250,000 in Spring Power Technology (Shenzhen) Co.,
Ltd. (“SZ Spring Power”, formerly known as Sure Power Technology (Shenzhen) Co.,
Ltd.) which became a wholly-owned subsidiary of HKHTC. On July 9, 2008, HKHTC
invested an additional $750,000 in SZ Spring Power. SZ Spring Power commenced
business in June 2008 and specializes in researching and manufacturing
Lithium-ion rechargeable batteries.
On June
19, 2008, the Company effected a 5-for-8 reverse stock split of its issued and
outstanding shares of common stock (the Reverse Stock Split”). The par value and
number of authorized shares of the common stock remained unchanged.
The
Company’s common stock commenced trading on the Nasdaq Global Market on December
21, 2009. Prior to December 21, 2009, shares of the Company’s common
stock were listed for trading on the NYSE Amex.
On June
19, 2008, the Company issued 603,750 shares of common stock upon the closing of
a public offering. The Company’s sale of common stock, which was sold indirectly
by the Company to the public at a price of $3.25 per share, resulted in net
proceeds of $1,486,400. These proceeds were net of underwriting discounts and
commissions, fees for legal and auditing services, and other offering
costs.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
1.
|
Organization and Basis of
Presentation
(continued)
|
On June
19, 2008, the Company issued 160,000 shares of common stock upon the closing of
the public offering. The shares are treated as compensation for investor
relations services. The services provided are for the period of one year from
the date of June 19, 2008.
|
On
November 18, 2009, HKHTC invested an additional $1,227,487 in SZ
Highpower.
|
|
The
subsidiaries of the Company include the
following:
|
Name of company
|
|
Place and date
of incorporation
|
|
Attributable
equity interest
held
|
|
|
Principal activities
|
|
|
|
|
|
|
|
|
Hong
Kong Highpower Technology Co., Ltd
|
|
Hong
Kong
|
|
|
100
|
%
|
|
Investment
holding
|
(“HKHTC”)
|
|
Jul
4, 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shenzhen
Highpower Technology Co., Ltd
|
|
PRC
|
|
|
100
|
%
|
|
Manufacturing
of batteries
|
(“SZ
Highpower”)
|
|
Oct
8, 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HZ
Highpower Technology Co., Ltd
|
|
PRC
|
|
|
100
|
%
|
|
Inactive
|
(“HZ
Highpower”)
|
|
Jan
29, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spring
Power Technology (Shenzhen) Co., Ltd
|
|
PRC
|
|
|
100
|
%
|
|
Manufacturing
of batteries
|
(“SZ
Spring Power”)
|
|
Jun
4, 2008
|
|
|
|
|
|
|
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary
of significant accounting policies
|
Basis of
presentation
The
accompanying consolidated financial statements of the Company have been prepared
in accordance with generally accepted accounting principles in the United States
of America. The consolidated financial statements for the interim periods are
unaudited. In the opinion of management, these consolidated financial
statements, include all adjustments, including normal recurring adjustments,
necessary for their fair presentation. Interim results are not necessarily
indicative of results of operations to be expected for a full year. The
accompanying consolidated financial statements have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission and do
not include all information and footnotes necessary for a complete presentation
of financial statements in conformity with accounting principles generally
accepted in the United States. These financial statements should be read in
conjunction with the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2009.
On
June 29, 2009, the Financial Accounting Standards Board (FASB) established
the FASB Accounting Standards Codification (Codification) as the single source
of authoritative U.S. generally accepted accounting principles (GAAP) for all
nongovernmental entities. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) are also sources of authoritative U.S. GAAP for SEC
registrants. The Codification does not change U.S. GAAP but takes previously
issued FASB standards and other U.S. GAAP authoritative pronouncements, changes
the way the standards are referred to, and includes them in specific topic
areas. The Codification is effective for financial statements issued for interim
and annual periods ending after September 15, 2009. The adoption of the
Codification did not have any impact on the Company’s financial
statements.
Consolidation
The
consolidated financial statements include the accounts of the Company and its
subsidiaries. Intercompany accounts and transactions have been eliminated in
consolidation
Use of
estimates
In
preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the dates of the financial
statements, as well as the reported amounts of revenues and expenses during the
reporting periods. These accounts and estimates include, but are not limited to,
the valuation of accounts receivable, inventories, deferred income taxes and the
estimation on useful lives of plant and equipment. Actual results could differ
from those estimates.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary
of significant accounting policies
(continued)
|
Comparative
amounts
Certain
comparative amounts in prior periods have been reclassified to conform to the
current period’s presentation. The principal reclassification related to the
separate presentation of loss on exchange rate difference as an operating cost
line item in the statement of operations, which was previously included in
general and administrative costs. These reclassifications had no effect on
reported total assets, liabilities, stockholders’ equity, or net income
(loss).
Economic and political
risks
The
Company’s operations are conducted in the People’s Republic of China (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 economy.
The
Company’s operations in the PRC are 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 abroad and rates and methods of taxation, among other
things.
Concentrations of credit
risk
Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of accounts receivable. The
Company extends credit based on an evaluation of the customer’s financial
condition, generally without requiring collateral or other
security. In order to minimize the credit risk, the management of the
Company has delegated a team responsible for determining credit limits, credit
approvals and other monitoring procedures to ensure that follow-up action is
taken to recover overdue debts. Further, the Company reviews the
recoverable amount of each individual trade debt at each balance sheet date to
ensure that adequate impairment losses are made for irrecoverable
amounts. In this regard, the directors of the Company consider that
the Company’s credit risk is significantly reduced. Other than set
forth below, no customers represented 10% or more of the Company’s net sales and
accounts receivable.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary
of significant accounting policies
(continued)
|
Concentrations of credit
risk (Continued)
A
substantial percentage of the Company's sales are made to the following
customers. Details of the customers accounting for 10% or more of
total net revenue in any of the three months ended March 31, 2010 and 2009 are
as follows:
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
Company
A
|
|
|
19
|
%
|
|
|
23
|
%
|
Company
B
|
|
|
*
|
|
|
|
14
|
%
|
* Less
than 10%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
|
%
|
|
|
37
|
%
|
Details
of the accounts receivable from the customers with the largest receivable
balances at of March 31, 2010 and 2009 are as follows:
|
|
Percentage of accounts receivable
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
Company
A
|
|
|
25
|
%
|
|
|
16
|
%
|
Company
B
|
|
|
*
|
|
|
|
11
|
%
|
Company
C
|
|
|
18
|
%
|
|
|
*
|
|
* Less
than 10%
|
|
|
|
|
|
|
|
|
Largest
receivable balances
|
|
|
43
|
%
|
|
|
27
|
%
|
Cash and cash
equivalents
Cash and
cash equivalents include all cash, deposits in banks and other liquid
investments with initial maturities of three months or less.
Restricted
cash
Certain
cash balances are held as security for short-term bank borrowings and are
classified as restricted cash in the Company’s balance sheets.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary
of significant accounting policies
(continued)
|
Accounts
receivable
Accounts
receivable are stated at the original amount less an allowance made for doubtful
receivables, if any, based on a review of all outstanding amounts at period
end. An allowance is also made when there is objective evidence that
the Company will not be able to collect all amounts due according to the
original terms of receivables. Bad debts are written off when identified. The
Company extends unsecured credit to customers in the normal course of business
and believes all accounts receivable in excess of the allowances for doubtful
receivables to be fully collectible. The Company does not accrue interest on
trade accounts receivable.
The
Company experienced bad debts of $41,675 and $Nil during the three months ended
March 31, 2010 and 2009.
Inventories
Inventories
are stated at the lower of cost or market value. Cost is determined on a
weighted average basis and includes purchase costs, direct labor and factory
overheads. There are no significant freight charges, inspection costs and
warehousing costs incurred for any of the periods presented. In assessing the
ultimate realization of inventories, management makes judgments as to future
demand requirements compared to current or committed inventory levels. The
Company’s reserve requirements generally increase based on management’s
projected demand requirements, and decrease due to market conditions and product
life cycle changes. During the three months ended March 31, 2010 and
2009, the Company did not make any allowance for slow-moving or defective
inventories. The Company’s production process results in a minor amount of waste
materials. The Company does not record a value for the waste in its cost
accounting. The Company records proceeds on an as realized basis, when the waste
is sold. The Company has offset the proceeds from the sales of waste materials
as a reduction of production costs. Proceeds from the sales of waste materials
were approximately $17,362 and $18,831 for the three months ended March 31, 2010
and 2009 respectively. Generally, waste materials on hand at the end of a year
are nominal.
Plant and
equipment
Plant and
equipment are stated at cost less accumulated depreciation. Cost represents the
purchase price of the asset and other costs incurred to bring the asset into its
existing use. Maintenance, repairs and betterments, including replacement of
minor items, are charged to expense; major additions to physical properties are
capitalized.
Depreciation
of plant and equipment is provided using the straight-line method over their
estimated useful lives at the following annual rates:
Buildings
|
|
|
5%
- 10
|
%
|
Furniture,
fixtures and office equipment
|
|
|
20
|
%
|
Leasehold
improvement
|
|
|
50
|
%
|
Machinery
and equipment
|
|
|
10
|
%
|
Motor
vehicles
|
|
|
20
|
%
|
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary
of significant accounting policies
(continued)
|
Plant and equipment
(continued)
Upon sale
or disposition, the applicable amounts of asset cost and accumulated
depreciation are removed from the accounts and the net amount less proceeds from
disposal is charged or credited to income.
Construction
in progress represents the properties and plant and machinery in the course of
development for production or buildings under development and are stated at
cost, less any identified impairment losses. When the construction is
completed and the asset is ready for its intended use, the related cost is
transferred to an appropriate category of property, plant and equipment and
depreciated in accordance with the above policy.
Investment
Securities
Investments
in less than twenty percent owned entities are accounted for under the cost
basis and are reviewed for impairment periodically.
Management
have strategic investments in certain debt and equity securities that are
included in noncurrent “Investment securities” on our Consolidated Balance
Sheets accounted for using the cost methods of accounting.
The
Company ability to realize value from our strategic investments in companies
that are not publicly traded depends on the success of those companies’
businesses and their ability to obtain sufficient capital to execute their
business plans. Because private markets are not as liquid as public
markets, there is also increased risk that we will not be able to sell these
investments, or that when we desire to sell them we will not be able to obtain
fair value for them.
Intangible Assets and
Long-Lived Assets
FASB ASC
350 “Intangibles – Goodwill and Other”, requires purchased intangible assets
other than goodwill to be amortized over their useful lives unless these lives
are determined to be indefinite. Accordingly, the consumer battery license
is being amortized over its useful life of 20 years. The Company does not have
any goodwill.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary of significant
accounting policies
(continued)
|
Intangible Assets and
Long-Lived Assets (continued)
The
Company accounts for the impairment of long-lived assets, such as plant and
equipment, leasehold land and intangible assets, under the provisions of FASB
ASC 360 “Property, Plant and Equipment – Overall”. ASC 360 establishes the
accounting for impairment of long-lived tangible and intangible assets other
than goodwill and for the disposal of a business. Pursuant to ASC 360, the
Company periodically evaluates, at least annually, whether facts or
circumstances indicate that the carrying value of its depreciable assets to be
held and used may not be recoverable. If such circumstances are
determined to exist, an estimate of undiscounted future cash flows produced by
the long-lived asset, or the appropriate grouping of assets, is compared to the
carrying value to determine whether impairment exists. In the event that
the carrying amount of long-lived assets exceeds the undiscounted future cash
flows, then the carrying amount of such assets is adjusted to their fair
value. The Company reports an impairment cost as a charge to operations at
the time it is recognized.
There was
no impairment of long-lived assets for the three months ended March 31, 2010 and
2009.
Revenue
recognition
The
Company recognizes revenue when the goods are delivered and the customer takes
ownership and assumes risk of loss, collection of the relevant receivable is
probable, persuasive evidence of an arrangement exists and the sales price is
fixed or determinable. Sales of goods represent the invoiced value of goods, net
of sales returns, trade and allowances.
The
Company does not have arrangements for returns from customers and does not have
any future obligations directly or indirectly related to product resales by
customers. The Company has no incentive programs.
Advertising and promotion
expenses
Advertising
and promotion expenses are charged to expense as incurred.
Advertising
and promotion expenses, which are included in selling and distribution costs,
were not material for the three months ended March 31, 2010 and
2009.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary
of significant accounting policies
(continued)
|
Income
taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. 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 consolidated statements of income in the period that
includes the enactment date or date of change in tax rate. A valuation allowance
is provided to reduce the amount of deferred tax assets if it is considered more
likely than not that some portion or all of the deferred tax assets will not be
realized.
The
Company adopted FASB ASC 740, “Accounting for Uncertainty in Income Taxes”
clarifies the accounting for uncertain tax positions. This interpretation
requires that an entity recognizes in the consolidated financial statements the
impact of a tax position, if that position is more likely than not of being
sustained upon examination, based on the technical merits of the position.
Recognized income tax positions are measured at the largest amount that is
greater than 50% likely of being realized. Changes in recognition or measurement
are reflected in the period in which the change in judgement occurs. The Company
has elected to classify interest and penalties related to unrecognized tax
benefits, if and when required, as a component of income tax expense in the
consolidated statements of income. According to the PRC Tax Administration and
Collection Law, the statute of limitations is three years if the underpayment of
taxes is due to computational errors made by the taxpayer or the withholding
agent. The statute of limitations is extended to five years under special
circumstances, which are not clearly defined. In the case of a related party
transaction, the statute of limitation is ten years. There is no statute of
limitation in the case of tax evasion. The adoption of ASC 740 did not have a
significant effect on the consolidated financial statements.
Comprehensive
income
The
Company has adopted FASB ASC 220 “Comprehensive income”, which establishes
standards for reporting and display of comprehensive income, its components and
accumulated balances. Accumulated other comprehensive income represents the
accumulated balance of foreign currency translation adjustments of the
Company.
Foreign currency
translation
The
functional currency of the Company is the Renminbi (“RMB”). The Company
maintains its financial statements in the functional
currency. Monetary assets and liabilities denominated in currencies
other than the functional currency are translated into the functional currency
at rates of exchange prevailing at the balance sheet
dates. Transactions denominated in currencies other than the
functional currency are translated into the functional currency at the exchange
rates prevailing at the dates of the transaction. Exchange gains or losses
arising from foreign currency transactions are included in the determination of
net income for the respective year.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary
of significant accounting policies
(continued)
|
Foreign currency translation
(continued)
For
financial reporting purposes, the financial statements of the Company, which are
prepared using the functional currency, are then translated into United States
dollars. Assets and liabilities are translated at the exchange rates
at the balance sheet dates and revenue and expenses are translated at the
average exchange rates and stockholders’ equity is translated at historical
exchange rates. Any translation adjustments resulting are not included in
determining net income but are included in foreign exchange adjustment in other
comprehensive income, a component of stockholders’ equity.
|
|
March 31, 2010
|
|
|
March 31,2009
|
|
|
|
|
|
|
|
|
Quarter
end RMB : US$ exchange rate
|
|
|
6.8267
|
|
|
|
6.8792
|
|
Average
quarterly RMB : US$ exchange rate
|
|
|
6.8273
|
|
|
|
6.8809
|
|
The RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions. No
representation is made that RMB amounts could have been, or could be, converted
into US$ at rates used in translation.
Transactions and
balances
Transactions
in foreign currencies are translated into the functional currency at the
approximate rates of exchange ruling on the transaction date. Exchange gains and
losses resulting from this translation policy are recognized in the statements
of operations.
Fair value of financial
instruments
The
carrying values of the Company’s financial instruments, including cash and cash
equivalents, restricted cash, trade and other receivables, deposits, trade and
other payables, approximate their fair values due to the short-term maturity of
such instruments. The carrying amounts of borrowings approximate their fair
values because the applicable interest rates approximate current market
rates.
The
Company is exposed to certain foreign currency risk from export sales
transactions and the related accounts receivable as they will affect the future
operating results of the Company.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary
of significant accounting policies
(continued)
|
Foreign currency
derivative
From time
to time the Company may utilize forward foreign currency exchange contracts to
reduce the impact of foreign currency exchange rate risks. Forward contracts are
cash flow hedges of the Company’s foreign currency exposures and are recorded at
the contract’s fair value. The effective portion of the forward contract is
initially reported in “Accumulated other comprehensive income,” a component of
shareholders’ equity, with a corresponding asset or liability recorded based on
the fair value of the forward contract. When the hedged transaction is recorded
(generally when revenue on the associated sales contract is recognized), any
unrecognized gains or losses are reclassified into results of operations in the
same period. Any hedge ineffectiveness is recorded to operations in the current
period. The Company measures hedge effectiveness by comparing changes in fair
values of the forward contract and expected cash flows based on changes in the
spot prices of the underlying currencies. Cash flows from forward contracts
accounted for as cash flow hedges are classified in the same category as the
cash flows from the items being hedged.
Earnings per
share
The
Company reports earnings per share in accordance with FASB Accounting Standard
Codification Topic 260 (“ASC 260”) “Earnings Per Share”. Basic earnings per
share is computed using the weighted average number of common shares outstanding
during the periods presented. The weighted average number of shares represents
the common stock outstanding during the years, as adjusted retroactively to
reflect the November 2007 recapitalization as described at Note 1. Diluted
earnings per common share computations are based on the weighted average number
of common shares outstanding during the period, plus the dilutive effect of
stock options, warrants and restricted stock awards.
Stock-Based
Compensation
The
Company accounts for stock-based payment transactions in which the Company
receives employee services in exchange for (a) equity instruments of the
enterprise or (b) liabilities that are based on the fair value of the
enterprise’s equity instruments or that may be settled by the issuance of such
equity instruments. Stock-based compensation cost for restricted stock units
(“RSUs”) is measured based on the closing fair market value of the Company’s
common stock on the date of grant. Stock-based compensation cost for stock
options is estimated at the grant date based on each option’s fair-value as
calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. The Company
recognizes stock-based compensation cost as expense ratably on a straight-line
basis over the requisite service period. The Company will recognize a benefit
from stock-based compensation in equity if an incremental tax benefit is
realized by following the ordering provisions of the tax law. In addition, the
Company accounts for the indirect effects of stock-based compensation on the
research tax credit, the foreign tax credit and the domestic manufacturing
deduction through the income statement. Further information regarding
stock-based compensation can be found in Note 9, “Shareholders’ Equity and
Stock-Based Compensation.”
Share-based
compensation expense was $83,190 and $130,000 and for the three months ended
March 31, 2010 and 2009, respectively.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary
of significant accounting policies
(continued)
|
Recently issued accounting
pronouncements
ASC 805,
Business Combinations (“ASC 805”) (formerly included under Statement of
Financial Accounting Standards No. 141 (revised 2007), Business
Combinations) contains guidance that was issued by the FASB in December 2007. It
requires the acquiring entity in a business combination to recognize all assets
acquired and liabilities assumed in a transaction at the acquisition-date fair
value, with certain exceptions. Additionally, the guidance requires changes to
the accounting treatment of acquisition related items, including, among other
items, transaction costs, contingent consideration, restructuring costs,
indemnification assets and tax benefits. ASC 805 also provides for a substantial
number of new disclosure requirements. ASC 805 also contains guidance that was
formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies
which was intended to provide additional guidance clarifying application issues
regarding initial recognition and measurement, subsequent measurement and
accounting, and disclosure of assets and liabilities arising from contingencies
in a business combination. ASC 805 was effective for business combinations
initiated on or after the first annual reporting period beginning after
December 15, 2008. The Company implemented this guidance effective
January 1, 2009. Implementing this guidance did not have an effect on the
Company’s financial position or results of operations; however it will likely
have an impact on the Company’s accounting for future business combinations, but
the effect is dependent upon acquisitions, if any, that are made in the
future.
In
March 2008, the FASB issued ASC 815 (formerly SFAS No. 161,
“Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133”) to amend and expand the disclosures about
derivatives and hedging activities. The standard requires enhanced qualitative
disclosures about an entity’s objectives and strategies for using derivatives,
and tabular quantitative disclosures about the fair value of derivative
instruments and gains and losses on derivatives during the reporting period.
This standard is effective for both fiscal years and interim periods that begin
after November 15, 2008. The adoption of this standard on December 29,
2008, the beginning of the Company’s fiscal year, did not have a material impact
on its consolidated financial statements.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary
of significant accounting policies
(continued)
|
Recently issued accounting
pronouncements (continued)
ASC 855,
Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting
Standards No. 165, Subsequent Events) includes guidance that was issued by
the FASB in May 2009, and is consistent with current auditing standards in
defining a subsequent event. Additionally, the guidance provides for disclosure
regarding the existence and timing of a company’s evaluation of its subsequent
events. ASC 855 defines two types of subsequent events, “recognized” and
“non-recognized”. Recognized subsequent events provide additional evidence about
conditions that existed at the date of the balance sheet and are required to be
reflected in the financial statements. Non-recognized subsequent events provide
evidence about conditions that did not exist at the date of the balance sheet
but arose after that date and, therefore; are not required to be reflected in
the financial statements. However, certain non-recognized subsequent events may
require disclosure to prevent the financial statements from being misleading.
This guidance was effective prospectively for interim or annual financial
periods ending after June 15, 2009. The Company implemented the guidance
included in ASC 855 as of April 1, 2009. The effect of implementing this
guidance was not material to the Company’s financial position or results of
operations.
In August
2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends
ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional
guidance on the measurement of liabilities at fair value. These amended
standards clarify that in circumstances in which a quoted price in an active
market for the identical liability is not available, we are required to use the
quoted price of the identical liability when traded as an asset, quoted prices
for similar liabilities, or quoted prices for similar liabilities when traded as
assets. If these quoted prices are not available, we are required to use another
valuation technique, such as an income approach or a market approach. These
amended standards are effective for us beginning in the fourth quarter of fiscal
year 2009. There was no material impact upon the adoption of this standard on
the Company’s consolidated financial statements.
In
September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740),
”Implementation Guidance on Accounting for Uncertainty in Income Taxes and
Disclosure Amendments for Nonpublic Entities”, which provides implementation
guidance on accounting for uncertainty in income taxes, as well as eliminates
certain disclosure requirements for nonpublic entities. For entities
that are currently applying the standards for accounting for uncertainty in
income taxes, this update shall be effective for interim and annual periods
ending after September 15, 2009. For those entities that have deferred the
application of accounting for uncertainty in income taxes in accordance with
paragraph
740-10-65-1(e), this update shall be
effective upon adoption of those standards. The adoption of this standard is not
expected to have an impact on the Company’s consolidated financial position and
results of operations since this accounting standard update provides only
implementation and disclosure amendments.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary
of significant accounting policies
(continued)
|
Recently issued accounting
pronouncements (continued)
In
September 2009, the FASB has published ASU 2009-12, “Fair Value Measurements and
Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net
Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10,
“Fair Value Measurements and Disclosures – Overall”, to permit a reporting
entity to measure the fair value of certain investments on the basis of the net
asset value per share of the investment (or its equivalent). This ASU also
requires new disclosures, by major category of investments including the
attributes of investments within the scope of this amendment to the
Codification. The guidance in this update is effective for interim and annual
periods ending after December 15, 2009. Early application is
permitted. The Company is in the process of evaluating the
impact of this standard on its consolidated financial position and results of
operations.
In
October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic
605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting
for multiple-deliverable arrangements to enable vendors to account for products
or services (deliverables) separately rather than as a combined unit.
Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue
Recognition-Multiple-Element Arrangements”, for separating consideration in
multiple-deliverable arrangements. This guidance establishes a selling price
hierarchy for determining the selling price of a deliverable, which is based on:
(a) vendor-specific objective evidence; (b) third-party evidence; or (c)
estimates. This guidance also eliminates the residual method of allocation and
requires that arrangement consideration be allocated at the inception of the
arrangement to all deliverables using the relative selling price method and also
requires expanded disclosures. The guidance in this update is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. Early adoption is permitted.
The adoption of this standard is not expected to have a material impact on the
Company’s consolidated financial position and results of
operations.
ASC 105,
Generally Accepted Accounting Principles (“ASC 105”) (formerly SFAS
No. 168, The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles a replacement of FASB Statement
No. 162), reorganized by topic existing accounting and reporting guidance
issued by the Financial Accounting Standards Board (“FASB”) into a single source
of authoritative generally accepted accounting principles (“GAAP”) to be applied
by nongovernmental entities. All guidance contained in the Accounting Standards
Codification (“ASC”) carries an equal level of authority. Rules and interpretive
releases of the Securities and Exchange Commission (“SEC”) under authority of
federal securities laws are also sources of authoritative GAAP for SEC
registrants. Accordingly, all other accounting literature will be deemed
“non-authoritative”. ASC 105 is effective on a prospective basis for financial
statements issued for interim and annual periods ending after September 15,
2009. The Company has implemented the guidance included in ASC 105 as of
July 1, 2009. The implementation of this guidance changed the Company’s
references to GAAP authoritative guidance but did not impact the Company’s
financial position or results of operations.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
2.
|
Summary
of significant accounting policies
(continued)
|
Recently issued accounting
pronouncements (continued)
In
January 2010, the FASB issued Accounting Standards Update No. 2010-06 (ASU
2010-06), Fair Value Measurements and Disclosures which amends ASC Topic 820,
adding new requirements for disclosures for Levels 1 and 2, separate disclosures
of purchases, sales, issuances, and settlements relating to Level 3 measurements
and clarification of existing fair value disclosures. ASU 2010-06 is
effective for interim and annual periods beginning after December 15, 2009,
except for the requirement to provide Level 3 activity of purchases, sales,
issuances, and settlements on a gross basis, which will be effective for fiscal
years beginning after December 15, 2010 (the Company’s fiscal year 2012); early
adoption is permitted. The Company is currently evaluating the impact of
adopting ASU 2009-14 on its financial statements.
|
|
Three months ended March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Bank
interest income
|
|
|
29,248
|
|
|
|
25,142
|
|
Government
sponsor
|
|
|
14,647
|
|
|
|
-
|
|
Foreign
exchange contract income
|
|
|
1,582
|
|
|
|
-
|
|
Sundry
income
|
|
|
31,897
|
|
|
|
41,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,374
|
|
|
|
66,815
|
|
|
|
Three months ended March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Interest
on trade related bank loan
|
|
|
60,073
|
|
|
|
28,200
|
|
Interest
on short-term bank loans
|
|
|
6,260
|
|
|
|
12,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,333
|
|
|
|
41,120
|
|
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
|
Three months ended March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Foreign
exchange contract expenses
|
|
|
-
|
|
|
|
51,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
51,536
|
|
The components of the provision for
income taxes are:
|
|
Three months ended March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
PRC
income taxes
|
|
|
379,414
|
|
|
|
161,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
379,414
|
|
|
|
161,067
|
|
Accounting
for Uncertainty in Income Taxes
The
Company adopted the provisions of FASB Accounting Standard Codification Topic
740 (ASC 740) “Income Taxes”. ASC 740 clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements in accordance
with ASC 740, and prescribes a recognition threshold and measurement process for
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. ASC 740 provides guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. The adoption of the provisions of ASC 740
did not have a material effect on the Company’s financial
statements.
Based on
the Company’s evaluation, the Company has concluded that there are no
significant uncertain tax positions requiring recognition in its financial
statements.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
7.
|
Prepaid
expenses and other
receivables
|
|
|
At of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Purchase
deposits paid
|
|
|
2,998,201
|
|
|
|
800,437
|
|
Advance
to staff
|
|
|
255,314
|
|
|
|
150,139
|
|
Valued-added
tax prepayment
|
|
|
176,476
|
|
|
|
339,868
|
|
Other
deposits and prepayments
|
|
|
346,657
|
|
|
|
423,058
|
|
Other
receivables
|
|
|
792,425
|
|
|
|
653,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,569,073
|
|
|
|
2,366,734
|
|
8.
|
Deferred
charges – Stock-based
compensation
|
|
|
At of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
Stock-based
compensation – consulting fee
|
|
|
-
|
|
|
|
520,000
|
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization
|
|
|
-
|
|
|
|
(520,000
|
)
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
-
|
|
|
|
-
|
|
|
Amortization
expenses included in general and administrative costs for the three months
ended March 31, 2010 and 2009 were $Nil and $130,000
respectively.
|
|
The
Company is amortizing the $520,000 cost of stock-based compensation over a
period of one year on the straight line
basis.
|
9.
|
Share
– based compensation expenses
|
|
The
Company has outstanding equity awards issued under its legacy equity plans
and equity plans assumed as a result of previous acquisitions. While the
Company maintains a number of legacy and acquired equity incentive plans
that have awards outstanding, equity awards are currently made only from
the 2008 Omnibus Incentive Plan as described
below.
|
HONG
KONG HIGHPOWER TECHNOLOGY, INC. AND
SUBSIDIARIES
|
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
9.
|
Share
– based compensation expenses
(continued)
|
|
2008 Omnibus Incentive
Plan
|
|
The
2008 Omnibus Incentive Plan (the “2008 Plan”) was approved by the
Company’s Board of Directors on October 30, 2008 and became effective upon
the approval of the Company’s stockholders on December 11, 2008. The 2008
Plan has a ten year term. The 2008 Plan reserves two million shares of
common stock for issuance, subject to increase from time to time by the
number of shares: (i) subject to outstanding awards granted under the
Company’s prior equity compensation plans that terminate without delivery
of any stock (to the extent such shares would have been available for
issuance under such prior plan), and (ii) subject to awards assumed
or substituted in connection with the acquisition of another
company.
|
|
The
2008 Plan authorizes the issuance of awards including stock options,
restricted stock units (RSUs), restricted stock, unrestricted stock, stock
appreciation rights (SARs) and other equity and/or cash performance
incentive awards to employees, directors, and consultants of the Company.
Subject to certain restrictions, the Compensation Committee of the Board
of Directors has broad discretion to establish the terms and conditions
for awards under the 2008 Plan, including the number of shares, vesting
conditions and the required service or performance criteria. Options and
SARs have a maximum term of five years, and their exercise price may not
be less than 110% of fair market value on the date of grant. Repricing of
stock options and SARs is prohibited without stockholder approval. Each
share subject to an award other than stock options or SARs will reduce the
number of shares available for issuance under the 2008 Plan by 17,000
shares. Certain change in control transactions may cause awards granted
under the 2008 Plan to vest, unless the awards are continued or
substituted for in connection with the transaction. As of March 31,
2010, there were 1,983,000 shares authorized and available for issuance
under the 2008 Plan.
|
|
The
restricted stock activity in 2010 related to the Company’s 2008 Plan was
as follows:
|
|
|
|
|
|
Weighted
Average
Grant Date
Price
|
|
|
|
Shares
|
|
|
$
|
|
Non-vested
at December 31, 2009
|
|
|
|
|
|
|
Granted
|
|
|
17,000
|
|
|
|
8.11
|
|
Vested
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-vested
at March 31, 2010
|
|
|
17,000
|
|
|
|
8.11
|
|
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
Basic
earning per common share is computed by dividing income available to common
shareholders by the weighted-averages number of shares of common stock
outstanding during the period. Diluted earning per common share is computed by
dividing income available to common shareholders by the weighted-average number
of shares of common stock outstanding during the period increased to include the
number of additional shares of common stock outstanding that would have been
outstanding if the potentially dilutuve securities had been issued. Potentially
dilutive securities include outstanding stock options, restricted shares. The
dilutive effect of potentially dilutive securities is reflected in diluted
earning per common share by application of the treasury stock method. Under the
treasury stock method, an increase in the fair market value of the Company’s
common stock can result in a greater dilutive effect from potentially dilutive
securities.
|
The
following tables set forth the computation of basic and diluted earnings
per common share for the three months ended March 31, 2010 and
2009.
|
|
|
Three months ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
Numerator:
|
|
|
|
|
|
|
Net
income
|
|
|
1,580,700
|
|
|
|
402,966
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted-average
shares outstanding
|
|
|
13,582,106
|
|
|
|
13,562,596
|
|
Effect
of dilutive securities
|
|
|
49,990
|
|
|
|
-
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
shares diluted
|
|
|
13,632,096
|
|
|
|
13,562,596
|
|
|
|
|
|
|
|
|
|
|
Basic
earning per common share
|
|
|
0.12
|
|
|
|
0.03
|
|
|
|
|
|
|
|
|
|
|
Diluted
earning per common share
|
|
|
0.12
|
|
|
|
0.03
|
|
|
|
At of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Raw
materials
|
|
|
4,071,025
|
|
|
|
4,090,897
|
|
Work
in progress
|
|
|
1,243,926
|
|
|
|
1,086,523
|
|
Finished
goods
|
|
|
5,955,860
|
|
|
|
5,441,554
|
|
Packing
materials
|
|
|
14,390
|
|
|
|
14,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,285,201
|
|
|
|
10,633,566
|
|
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
|
At of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
$
|
|
|
$
|
|
Cost
|
|
|
|
|
|
|
Construction
in progress
|
|
|
1,068,140
|
|
|
|
1,207,274
|
|
Furniture,
fixtures and office equipment
|
|
|
1,935,902
|
|
|
|
1,748,650
|
|
Leasehold
improvement
|
|
|
587,040
|
|
|
|
750,050
|
|
Machinery
and equipment
|
|
|
9,297,524
|
|
|
|
9,040,243
|
|
Motor
vehicles
|
|
|
731,698
|
|
|
|
710,245
|
|
Building
|
|
|
248,205
|
|
|
|
61,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,868,509
|
|
|
|
13,518,363
|
|
|
|
|
|
|
|
|
|
|
Accumulated
depreciation
|
|
|
|
|
|
|
|
|
Construction
in progress
|
|
|
-
|
|
|
|
-
|
|
Furniture,
fixtures and office equipment
|
|
|
714,157
|
|
|
|
619,020
|
|
Leasehold
improvement
|
|
|
237,267
|
|
|
|
362,042
|
|
Machinery
and equipment
|
|
|
2,150,592
|
|
|
|
1,962,512
|
|
Motor
vehicles
|
|
|
314,241
|
|
|
|
288,931
|
|
Building
|
|
|
2,238
|
|
|
|
985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,418,495
|
|
|
|
3,233,490
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
Construction
in progress
|
|
|
1,068,140
|
|
|
|
1,207,274
|
|
Furniture,
fixtures and office equipment
|
|
|
1,221,745
|
|
|
|
1,129,630
|
|
Leasehold
improvement
|
|
|
349,773
|
|
|
|
388,008
|
|
Machinery
and equipment
|
|
|
7,146,932
|
|
|
|
7,077,731
|
|
Motor
vehicles
|
|
|
417,457
|
|
|
|
421,314
|
|
Building
|
|
|
245,967
|
|
|
|
60,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,450,014
|
|
|
|
10,284,873
|
|
The
components of depreciation charged are:
|
|
Three months ended March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Included
in cost of sales and selling and distribution costs
|
|
|
291,330
|
|
|
|
186,103
|
|
Included
in operating expenses
|
|
|
69,242
|
|
|
|
51,114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
360,572
|
|
|
|
237,217
|
|
HONG KONG
HIGHPOWER TECHNOLOGY, INC AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
|
At of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Cost
|
|
|
3,145,453
|
|
|
|
3,145,322
|
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization
|
|
|
(141,545
|
)
|
|
|
(125,813
|
)
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
3,003,908
|
|
|
|
3,019,509
|
|
The
leasehold land is being amortized annually using the straight-line method over
the lease terms of 50 years.
14.
|
Intangible
asset – Consumer battery license
|
|
|
At of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
$
|
|
|
$
|
|
Cost
|
|
|
|
|
|
|
Consumer
battery license fee
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization
|
|
|
(162,500
|
)
|
|
|
(150,000
|
)
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
837,500
|
|
|
|
850,000
|
|
|
Amortization
expenses included in selling and distribution costs for the three months
ended March 31, 2010 and 2009 was
$12,500.
|
|
Shenzhen
Highpower Technology Co., Ltd. (SZ Highpower), a wholly-owned subsidiary
of the Company, entered into a Consumer Battery License Agreement with
Ovonic Battery Company, Inc. (Ovonic), an unrelated party, dated May 14,
2004, pursuant to which SZ Highpower acquired a royalty-bearing,
non-exclusive license to use certain patents owned by Ovonic to
manufacture rechargeable nickel metal hydride batteries for portable
consumer applications (Consumer Batteries) in the PRC, and a
royalty-bearing, non-exclusive worldwide license to use certain patents
owned by Ovonic to use, sell and distribute Consumer Batteries. SZ
Highpower made an up-front royalty payment to Ovonic of $50,000 in
2004.
|
On August
8, 2007, SZ Highpwer and Ovonic amended the Consumer Battery License Agreement
pursuant to which SZ Highpower agreed to pay a total of $112,580, which was to
be made in two equal payments of $56,290, one of which was to be made within 15
days of August 8, 2007, and the other within 45 days of August 8, 2007, as
royalties for its use of the licensed technology in 2004, 2005 and 2006.
Both of these payments were made during 2007 and were recorded as royalty
expense in prior years, which was included in selling and distribution costs in
the statement of operations.
HONG KONG
HIGHPOWER TECHNOLOGY, INC AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
14.
|
Intangible
asset – Consumer battery license
(continued)
|
The
Consumer Battery License Agreement also requires the Company to pay an
additional up-front royalty payment of $1,000,000 by four annual installments
and an annual royalty fee based on the gross sales of consumer batteries over
the term of the Consumer Battery License Agreement. Accordingly, during the year
ended December 31, 2007, the Company recorded a total up-front royalty payment
obligation of $1,000,000, which was included in other payables and accrued
liabilities, with the related debit recorded as an intangible asset entitled
consumer battery license agreement. During the three months ended March 31,
2010, the Company recorded a total of approximately $46,623 as royalty expense,
which was included in selling and distribution costs in the statement of
operations. At March 31, 2010, accrued royalty fees payable was $1,143,438 (see
Note 19).
|
The
Company is amortizing the $1,000,000 cost of the Consumer Battery License
Agreement over a period of 20 years on the straight line basis. The
accounting for the Consumer Battery License Agreement is based on the
Company’s estimate of the useful life of the underlying technology, which
is based on the Company’s assessment of existing battery technology,
current trends in the battery business, potential developments and
improvements, and the Company’s current business
plan.
|
15.
|
Investment
Securities
|
|
|
As of
|
|
|
|
March 31,
2010
(Unaudited)
|
|
|
December 31,
2009
(Audited)
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Investment
securities - cost method
|
|
|
52,734
|
|
|
|
52,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,734
|
|
|
|
52,732
|
|
|
The
investments in less than twenty percent owned entities are accounted for
under the cost basis.
|
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
16.
|
Fair
Value Measurements
|
The
Company adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC
820”), related to the Company’s financial assets and liabilities. ASC 820
defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles and expands disclosures
about fair value measurements. ASC 820 defines fair value as the price that
would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants on the measurement date. ASC 820
also describes three levels of inputs that may be used to measure fair
value:
Level 1 —
quoted prices in active markets for identical assets and
liabilities.
Level 2 —
observable inputs other than quoted prices in active markets for identical
assets and liabilities.
Level 3 —
unobservable inputs in which there is little or no market data available, which
require the reporting entity to develop its own assumptions.
ASC 820
also provides guidance for determining the fair value of a financial asset when
the market for that asset is not active, and for determining fair value when the
volume and level of activity for an asset or liability have significantly
decreased and includes guidance on identifying circumstances that indicate when
a transaction is not orderly. The adoption of ASC 820 did not have a material
impact on the Company’s financial condition or results of
operations.
The
effective date for certain aspects of ASC 820 was deferred and are currently
being evaluated by the Company. Areas impacted by the deferral relate to
nonfinancial assets and liabilities that are measured at fair value, but are
recognized or disclosed at fair value on a nonrecurring basis. The effects of
these remaining aspects of ASC 820 are to be applied by the Company to fair
value measurements prospectively beginning November 1, 2009. The adoption
of the remaining aspects of ASC 820 is not expected to have a material impact on
its financial condition or results of operations. See Note 6 to the
consolidated financial statements in this Report on Form 10-K for
additional investment information.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
16.
|
Fair
Value Measurements
(Continued)
|
The
following table details the fair value measurements of assets and liabilities
within the three levels of the fair value hierarchy at March 31 2010 and March
31, 2009:
|
|
|
|
|
Fair Value Measurements at reporting date using
|
|
|
|
March 31,
2010
|
|
|
Quoted Price
in active
Markets for
identical
assets
(level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
13,188,095
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13,188,095
|
|
Prepaid
expenses and other receivables
|
|
|
4,569,073
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,569,073
|
|
Notes
receivable
|
|
|
687,117
|
|
|
|
-
|
|
|
|
-
|
|
|
|
687,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-trading
foreign currency derivatives liabilities
|
|
|
8,524
|
|
|
|
-
|
|
|
|
8,524
|
|
|
|
-
|
|
Accounts
payable
|
|
|
13,347,757
|
|
|
|
-
|
|
|
|
|
|
|
|
13,347,757
|
|
Other
payables and accrued liabilities
|
|
|
4,086,950
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,086,950
|
|
|
|
|
|
|
Fair Value Measurements at reporting date using
|
|
|
|
December
31, 2009
|
|
|
Quoted Price
in active
Markets for
identical
assets
(level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
14,896,503
|
|
|
|
-
|
|
|
|
-
|
|
|
|
14,896,503
|
|
Prepaid
expenses and other receivables
|
|
|
2,366,734
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,366,734
|
|
Notes
receivable
|
|
|
596,795
|
|
|
|
-
|
|
|
|
-
|
|
|
|
596,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Non-trading
foreign currency derivatives liabilities
|
|
|
11,041
|
|
|
|
-
|
|
|
|
11,041
|
|
|
|
-
|
|
Accounts
payable
|
|
|
10,738,714
|
|
|
|
-
|
|
|
|
|
|
|
|
10,738,714
|
|
Other
payables and accrued liabilities
|
|
|
3,563,308
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,563,308
|
|
Level 2
financial assets represent the fair value of our foreign currency exchange
contracts that were valued using pricing models that take into account the
contract terms as well as multiple inputs are applicable, such as currency rate.
Level 3 financial assets represent the fair value of our accounts
receivables.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
17.
|
Risk
Management Activities, Including
Derivative
|
The
Company recognized the following gains and losses attributable to its derivative
financial instruments during the following periods:
|
|
Three months ended March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
Foreign
exchange contracts, net
|
|
|
|
|
|
|
Gain
recognized in Other income, net
|
|
|
1,582
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Gain
recognized in Other expenses, net
|
|
|
-
|
|
|
|
51,536
|
|
Hedging
Activities
Due to
the volatility of the US Dollar to the Company’s functional currency, the
Company has put into place a hedging program to attempt to protect it from
significant changes to the US Dollar, which would affect the value of the
Company’s US dollar receivables and sales. At March 31, 2009, the Company had a
series of currency forwards totaling a notional amount US$2,500,000 expiring
from April 2010 to September 2010.
SZ
Highpower uses foreign currencies derivative instruments to manage foreign
exchange resulting from fluctuations in US Dollar to the Company’s functional
currency (RMB). The notional amounts of these financial instruments are based on
expected cash flow from operations.
At the
inception of a derivative contract, SZ Highpower historically designated the
derivative as a cash flow hedge. For all derivatives designated as cash flow
hedges, SZ Highpower formally documented the relationship between the derivative
contract and the hedged items, as well as the risk management objective for
entering into the derivative contract. To be designated as a cash flow hedge
transaction, the relationship between the derivative and the hedged items must
be highly effective in achieving the offset of changes in cash flows
attributable to the risk both at the inception of the derivative and on an
ongoing basis. SZ Highpower historically measured hedge effectiveness on a
quarterly basis and hedge accounting would be discontinued prospectively if it
was determined that the derivative was no longer effective in offsetting changes
in the cash flows of the hedged item. Gains and losses deferred in accumulated
other comprehensive income related to cash flow hedge derivatives that became
ineffective remained unchanged until the related cashflow was received. If SZ
Highpower determined that it was probable that a hedged forecasted transaction
would not occur, deferred gains or losses on the derivative were recognized in
earnings immediately.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
17.
|
Risk
Management Activities, Including Derivative
(continued)
|
Derivatives,
historically, were recorded on the balance sheet at fair value and changes in
the fair value of derivatives were recorded each period in net income or other
comprehensive income, depending on whether a derivative was designated as part
of a hedge transaction and, if it was, depending on the type of hedge
transaction. SZ Highpower’s derivatives historically consisted primarily of cash
flow hedge transactions in which SZ Highpower was hedging the variability of
cash flows related to a forecasted transaction. Period to period changes in the
fair value of derivative instruments designated as cash flow hedges were
reported in other comprehensive income and reclassified to net income in the
periods in which the contracts are settled. The ineffective portions of the cash
flow hedges were reflected in net income as an increase or decrease to other
income (expense). Gains and losses on derivative instruments that did not
qualify for hedge accounting were also recorded as an increase or decrease to
other income (expense), in the period in which they occurred. The resulting cash
flows from derivatives were reported as cash flows from operating
activities.
The cost
of the effective portion of the cash flow hedges was $8,524 and $225,235 for the
three months ended March 31, 2010 and 2009.
18.
|
Change
in fair value of share warrants
|
On June
19, 2008, the Company issued to WestPark Capital warrants to purchase 52,500
shares of common stock at an exercise price of $3.90 per share in connection
with the initial public offering. The warrants have a term of five years and are
exercisable no sooner than one year and no later than five years.
The fair
value of the warrants at June 19, 2008, the date of issue is $276,000. The fair
value of the warrants is appraised by an independent qualified
valuer.
On
December 16, 2009, a warrant holder exercised 5,000 shares of the warrants via a
cashless exercise. The Company issued 2,510 shares of common stock
upon the exercise of the warrants at no consideration. At March 31, 2010,
warrants to purchase 47,500 shares of common stock were still
outstanding.
19.
|
Other
payables and accrued liabilities
|
|
|
At of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Accrued
expenses
|
|
|
1,603,855
|
|
|
|
2,056,261
|
|
Royalty
payable
|
|
|
1,143,438
|
|
|
|
1,071,787
|
|
Sales
deposits received
|
|
|
930,724
|
|
|
|
259,550
|
|
Other
payables
|
|
|
408,933
|
|
|
|
175,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,086,950
|
|
|
|
3,563,308
|
|
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
|
At of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
$
|
|
|
$
|
|
Secured:
|
|
|
|
|
|
|
Repayable
within one year
|
|
|
|
|
|
|
Short
term bank loans
|
|
|
-
|
|
|
|
2,929,551
|
|
Other
trade related bank loans
|
|
|
15,747,410
|
|
|
|
11,858,163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,747,410
|
|
|
|
14,787,714
|
|
As of
March 31, 2010, the above bank borrowings were secured by the
following:
|
(a)
|
charge
over bank deposits of $6,054,576 which is included in restricted cash on
the Balance sheet;
|
|
(b)
|
personal
guarantee executed by the directors of the
Company;
|
|
(c)
|
the
legal charge over leasehold land with carrying amount $3,003,908 (see Note
13); and
|
|
(d)
|
other
financial covenant
|
The
interest rates of trade related bank loans were at bank’s prime lending rate per
annum with various maturity dates. The rates at March 31, 2010 ranged from 6.5%
to 8%.
For
employees in PRC, the Company contributes on a monthly basis to various defined
contribution plans organized by the relevant municipal and provincial government
in the PRC based on certain percentage of the relevant employees’ monthly
salaries. The municipal and provincial governments undertake to assume the
retirement benefit obligations payable to all existing and future retired
employees under these plans and the Company has no further constructive
obligation for post-retirement benefits beyond the contributions made.
Contributions to these plans are expenses as incurred.
The
assets of the schemes are controlled by trustees and held separately from those
of the Company. Total pension cost was $145,193 and $98,094 for the three months
ended March 31, 2010 and 2009, respectively.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
22.
|
Commitments
and contingencies
|
Operating leases
commitments
The
Company leases factory and office premises under various non-cancelable
operating lease agreements that expire at various dates through years 2010 to
2011, with an option to renew the lease. All leases are on a fixed repayment
basis. None of the leases includes contingent rentals. Minimum future
commitments under these agreements payable as of March 31, 2010 are as
follows:
Period
ending March 31,
|
|
$
|
|
|
|
|
|
2010
|
|
|
565,118
|
|
2011
|
|
|
258,517
|
|
|
|
|
|
|
|
|
|
823,635
|
|
Rent
expenses for the three months ended March 31, 2010 and 2009 were $235,616 and
$241,063 respectively.
The
Company uses the “management approach” in determining reportable operating
segments. The management approach considers the internal organization and
reporting used by the Company’s chief operating decision maker for making
operating decisions and assessing performance as the source for determining the
Company’s reportable segments. Management, including the chief operating
decision maker, reviews operating results solely by monthly revenue (but not by
sub-product type or geographic area) and operating results of the Company and,
as such, the Company has determined that the Company has one operating segment
as defined by FASB Accounting Standard Codification Topic 280 (ASC 280) “Segment
Reporting”.
HONG KONG
HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
23.
|
Segment
Information
(continued)
|
All
long-lived assets of the Company are located in the PRC. Geographic information
about the revenues and accounts based on the location of the Company’s customers
is set out as follows:
|
|
Three months ended March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
Net
revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong
Kong and China
|
|
|
12,016,686
|
|
|
|
5,013,644
|
|
Asia
|
|
|
1,134,710
|
|
|
|
539,012
|
|
Europe
|
|
|
4,628,822
|
|
|
|
4,295,698
|
|
North
America
|
|
|
2,401,611
|
|
|
|
1,368,795
|
|
South
America
|
|
|
41,543
|
|
|
|
-
|
|
Others
|
|
|
-
|
|
|
|
92,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,223,372
|
|
|
|
11,309,805
|
|
|
|
At of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
$
|
|
|
$
|
|
Accounts
receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong
Kong and China
|
|
|
9,488,154
|
|
|
|
8,511,192
|
|
Asia
|
|
|
428,261
|
|
|
|
476,659
|
|
Europe
|
|
|
2,139,042
|
|
|
|
4,050,519
|
|
North
America
|
|
|
1,108,046
|
|
|
|
1,846,832
|
|
South
America
|
|
|
-
|
|
|
|
900
|
|
Africa
|
|
|
23,992
|
|
|
|
10,300
|
|
Other
|
|
|
-
|
|
|
|
101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,188,095
|
|
|
|
14,896,503
|
|
We have
evaluated significant events and transactions that occurred from April 1, 2010
through the date of this report and have determined that there were no events or
transactions other than those disclosed in this report, if any, that would
require recognition or disclosure in our Condensed Consolidated Financial
Statements for the quarterly period ended March 31, 2010.
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
The
following discussion relates to a discussion of the financial condition and
results of operations of Hong Kong Highpower Technology, Inc. (the “Company”)
and its wholly-owned subsidiary Hong Kong Highpower Technology Co., Ltd.
(referred to herein as “HKHT”), and HKHT’s wholly-owned subsidiaries Shenzhen
Highpower Technology Co., Ltd. (“Shenzhen Highpower”) and Sure Power Technology
(Shenzhen) Co., Ltd. (“Sure Power”). HKHT’s other subsidiary, HZ Highpower
Technology Co. (“HZ Highpower”) has not yet commenced operations.
Forward-Looking
Statements
This
management’s discussion and analysis of financial condition and results of
operations should be read in conjunction with our unaudited consolidated
financial statements and the related notes that are included in this Quarterly
Report and the audited consolidated financial statements and related notes and
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” contained in our Annual Report on Form 10-K for the year ended
December 31, 2009.
This
Quarterly Report contains forward-looking statements that involve substantial
risks and uncertainties. All statements other than historical facts contained in
this report, including statements regarding our future financial position,
capital expenditures, cash flows, business strategy and plans and objectives of
management for future operations, are forward-looking statements. The words
“anticipated,” “believe,” “expect, “plan,” “intend,” “seek,” “estimate,”
“project,” “could,” “may,” and similar expressions are intended to identify
forward-looking statements. Such statements reflect our management’s current
views with respect to future events and financial performance and involve risks
and uncertainties, including, without limitation, the current economic downturn
adversely affecting demand for the our products; fluctuations in the cost of raw
materials; our dependence on, or inability to attract additional, major
customers for a significant portion of our net sales; our ability to increase
manufacturing capabilities to satisfy orders from new customers; changes in the
laws of the PRC that affect our operations; our ability to complete construction
at our new manufacturing facility on time; our ability to control operating
expenses and costs related to the construction of our new manufacturing
facility; the devaluation of the U.S. Dollar relative to the Renminbi; our
dependence on the growth in demand for portable electronic devices and the
success of manufacturers of the end applications that use our battery products;
our responsiveness to competitive market conditions; our ability to successfully
manufacture Li-ion batteries in the time frame and amounts expected; the market
acceptance of our Li-ion products; changes in foreign, political, social,
business and economic conditions that affect our production capabilities or
demand for our products; and various other matters, many of which are beyond our
control. Actual results may vary materially and adversely from those
anticipated, believed, estimated or otherwise indicated should one or more of
these risks or uncertainties occur or if any of the risks or uncertainties
described in elsewhere in this report or in the “Risk Factors” section of our
2008 Annual Report occur. Consequently, all of the forward-looking statements
made in this filing are qualified by these cautionary statements and there can
be no assurance of the actual results or developments.
Overview
We were
incorporated in the state of Delaware on January 3, 2006. We were originally
organized as a “blank check” shell company to investigate and acquire a target
company or business seeking the perceived advantages of being a publicly held
corporation. On November 2, 2007, we closed a share exchange transaction,
pursuant to which we (i) became the 100% parent of HKHT and its wholly-owned
subsidiary, Shenzhen Highpower, (ii) assumed the operations of HKHT and its
subsidiary and (iii) changed our name from SRKP 11, Inc. to Hong Kong Highpower
Technology, Inc. HKHT was incorporated in Hong Kong in 2003, under the Companies
Ordinance of Hong Kong. Shenzhen Highpower was founded in founded in
2001. HKHT formed HZ Highpower and Springpower in 2008. HZ
Highpower has not yet commenced business operations.
Through
Shenzhen Highpower, we manufacture Nickel Metal Hydride (“Ni-MH”) batteries for
both consumer and industrial applications. We have developed significant
expertise in Ni-MH battery technology and large-scale manufacturing that enables
us to improve the quality of our battery products, reduce costs, and keep pace
with evolving industry standards. In 2008, we commenced manufacturing two lines
of Lithium-Ion (“Li-ion”) and Lithium polymer rechargeable batteries through
Spring Power for higher-end, high-performance applications, such as laptops,
digital cameras and wireless communication products. Our automated
machinery allows us to process key aspects of the manufacturing process to
ensure high uniformity and precision, while leaving the non-key aspects of the
manufacturing process to manual labor.
We employ
a broad network of salespersons in China and Hong Kong, which target key
customers by arranging in-person sales presentations and providing post-sale
services. The sales staff works with our customers to better address customers’
needs.
Critical
Accounting Policies and Estimates
The SEC
defines critical accounting policies as those that are, in management's view,
most important to the portrayal of our financial condition and results of
operations and those that require significant judgments and
estimates.
The
preparation of these condensed consolidated financial statements requires our
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses, as well as the disclosure of
contingent assets and liabilities at the date of our financial statements. We
base our estimates on historical experience, actuarial valuations and various
other factors that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. Some of
those judgments can be subjective and complex and, consequently, actual results
may differ from these estimates under different assumptions or conditions. While
for any given estimate or assumption made by our management there may be other
estimates or assumptions that are reasonable, we believe that, given the current
facts and circumstances, it is unlikely that applying any such other reasonable
estimate or assumption would materially impact the financial statements. The
accounting principles we utilized in preparing our consolidated financial
statements conform in all material respects to generally accepted accounting
principles in the United States of America.
Use of
Estimates
. In preparing financial statements in conformity with
accounting principles generally accepted in the United States of America,
management makes estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the dates of the financial statements, as well as the reported amounts of
revenues and expenses during the reporting periods. These accounts and estimates
include, but are not limited to, the valuation of accounts receivable,
inventories, deferred income taxes and the estimation on useful lives of plant
and equipment. Actual results could differ from those estimates.
Accounts
Receivable
. Accounts receivable are stated at original amount less
allowance made for doubtful receivables, if any, based on a review of all
outstanding amounts at the period end. An allowance is also made when there is
objective evidence that we will not be able to collect all amounts due according
to original terms of receivables. Bad debts are written off when identified. We
extend unsecured credit to customers in the normal course of business and
believe all accounts receivable in excess of the allowances for doubtful
receivables to be fully collectible. We do not accrue interest on trade accounts
receivable.
Revenue
Recognition
.
We
recognize revenue when the goods are delivered and the customer takes ownership
and assumes risk of loss, collection of the relevant receivable is probable,
persuasive evidence of an arrangement exists and the sales price is fixed or
determinable. Sales of goods represent the invoiced value of goods, net of sales
returns, trade discount and allowances.
We do not
have arrangements for returns from customers and do not have any future
obligations directly or indirectly related to product resales by the customer.
We have no incentive programs.
Inventories
.
Inventories are stated at
the lower of cost or market value. Cost is determined on a weighted average
basis and includes purchase costs, direct labor and factory overheads. In
assessing the ultimate realization of inventories, management makes judgments as
to future demand requirements compared to current or committed inventory levels.
Our reserve requirements generally increase based on management’s projected
demand requirements, and decrease due to market conditions and product life
cycle changes. Our production process results in a minor amount of waste
materials. We do not record a value for the waste in our cost accounting. We
record proceeds on an as realized basis, when the waste is sold. We offset the
proceeds from the sales of waste materials as a reduction of production
costs.
Income
Taxes
.
We use the
asset and liability method of accounting for income taxes pursuant to SFAS No.
109, “Accounting for Income Taxes.” Under the asset and liability method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statement carrying amounts of existing assets and liabilities and loss carry
forwards and their respective tax bases. 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. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. We have also adopted FIN 48,
“Accounting for Uncertainty in Income Taxes - an interpretation of FASB
Statement No. 109.”
Foreign Currency
Translation
. Our functional currency is the Renminbi (“RMB”). We maintain
our financial statements in the functional currency. Monetary assets and
liabilities denominated in currencies other than the functional currency are
translated into the functional currency at rates of exchange prevailing at the
balance sheet dates. Transactions denominated in currencies other than the
functional currency are translated into the functional currency at the exchange
rates prevailing at the dates of the transaction. Exchange gains or losses
arising from foreign currency transactions are included in the determination of
net income for the respective periods.
For
financial reporting purposes, our financial statements, which are prepared using
the functional currency, are then translated into United States dollars. Assets
and liabilities are translated at the exchange rates at the balance sheet dates
and revenue and expenses are translated at the average exchange rates and
stockholders’ equity is translated at historical exchange rates. Any translation
adjustments resulting are not included in determining net income but are
included in foreign exchange adjustment in other comprehensive income, a
component of stockholders’ equity.
The RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions. No
representation is made that RMB amounts could have been, or could be, converted
into U.S. Dollars at rates used in translation.
Results
of Operations
Three
Months Ended March 31, 2010 and 2009
Net sales
for the three months ended March 31, 2010 were $20.2 million compared to $11.3
million for the three months ended March 31, 2009, an increase of
78.8%. This increase was largely due to a 57% increase in the number
of battery units sold and a 1% increase in the average selling price of our
battery units. The 57% increase in the number of battery units sold
was due to increased orders from our major customers. The 1% increase
in the average selling price of our battery units was due to an increase in the
average cost of nickel during the three months ended March 31, 2010 compared to
the comparable period in 2009. Net sales during the three months
ended March 31, 2010 also included $17,362 from the sale of battery seconds
(waster materials). No such sales of battery seconds occurred during
the three months ended March 31, 2009.
Cost of
sales consists of the cost of nickel and other materials. Costs of
sales were $16.0 million million the three months ended March 31, 2010 as
compared to $8.9 million for the comparable period in 2009. As a
percentage of net sales, cost of sales increased to 79.0% for the three months
ended March 31, 2010 compared to 78.8% for the comparable period in
2009. This increase was attributable to a 2% increase in the average
per unit cost of goods sold during three months ended March 31, 2010 as compared
to the comparable period in 2009, which was offset by a 1% increase in the
average selling price of our battery units during the three months ended March
31, 2010 over three months ended March 31, 2009. The 2% increase in the average
per unit cost of goods sold resulted from an 80% increase in the average cost of
nickel during the three months ended March 31, 2010 compared to the comparable
period in 2009.
Gross
profit for the three months ended March 31, 2010 was $4.2 million, or 21.0% of
net sales, compared to $2.4 million, or 21.2% of net sales, for the
comparable period in 2009. Management considers gross profit to be a
key performance indicator in managing our business. Gross profit margins are
usually a factor of cost of sales, product mix and demand for product. The
decrease in our gross profit margin for the three months ended March 31, 2010 is
primarily due to a 2% increase in the average per unit cost of goods sold during
three months ended March 31, 2010 as compared to the comparable period in
2009.
To cope
with pressure on our gross margins we intend to control production costs by
preparing budgets for each department and comparing actual costs with our
budgeted figures monthly and quarterly. Additionally, we have reorganized the
Company’s production structure and have focused more attention on employee
training to enhance efficiency. We also intend to expand our market share by
investing in greater promotion of our products in regions such as the U.S.,
Russia, Europe and India, and by expanding our sales team with more experienced
sales personnel. We have also begun production of a line of Li-ion batteries to
complement our current Ni-MH battery products so that we are less vulnerable to
price increases in nickel. We intend to expand production of our Li-ion battery
products in the future. We engaged many new customers such as LG, Shenzhen
JiaYang Battery Co., Ltd. for our Li-ion products. Our current monthly Li-ion
battery production increased by 300% during three months ended March 31, 2010 as
compared to the comparable period in 2009.
Selling
and distribution costs were $752,000 for the three months ended March 31, 2010
compared to $531,000 for the comparable period in 2009. The increase was
primarily due to the expansion of our salesforce.
General
and administrative costs were $1.5 million, or 7.2% of net sales, for the three
months ended March 31, 2010, compared to $1.1 million, or 9.8% of net sales, for
the comparable period in 2009. Management considers these expenses as a
percentage of net sales to be a key performance indicator in managing our
business. The decrease as a percentage of net sales was primarily due
to our enhanced general and administrative costs controls.
We
experienced losses on the exchange rate difference between the U.S. Dollar and
the RMB of $22,000 and $33,000, respectively, in the three months ended March
31, 2010 and 2009, a decrease of 31.7%, due to the devaluation of the U.S.
Dollar relative to the RMB over the respective periods. Although our
sales contracts do not automatically adjust to reflect changes in exchange
rates, to cope with devaluation of the U.S. Dollar relative to the RMB, each
time that we enter into new sales contracts with new or existing customers we
adjust the selling price of batteries in anticipation of an increase, and to
make up for any potential change, in the exchange rate between the two
currencies.
Interest
expense was $66,000 for the three months ended March 31, 2010, as compared to
$41,000 for the comparable period in 2009. The increase was primarily due
to higher borrowing levels. We increased our borrowings by approximately $1.0
million in the three months ended March 31, 2010 as compared to the three months
ended March 31, 2009. Further increases in borrowing rates would
further increase our interest expense, which would have a negative effect on our
results of operations.
Other
income from operations, which consists of bank interest income, exchange gains
and losses and sundry income, was $77,000, for the three months ended March 31,
2010, as compared to $67,000 for the three months ended March 31, 2009, an
increase of 15.8%. The increase was due to a $4,000 increase in bank interest
income, a $15,000 gain from government sponsor and a $2,000 in foreign exchange
contract income during the three months ended March 31, 2010 as compared to the
comparable period in 2009, partially offset by a $10,000 decrease in sundry
income.
During
the three months ended March 31, 2010, we recorded a provision for income taxes
of $379,000, as compared to $161,000 for the comparable period in
2009. The increase was a result of an increase in our net taxable
income.
Net
income for the three months ended March 31, 2010 was $1.6 million, compared to
net income of $403,000 for the comparable period in 2009.
Liquidity
and Capital Resources
To
provide liquidity and flexibility in funding our operations, we borrow amounts
under bank facilities and other external sources of financing. As of
March 31, 2010, we had in place general banking facilities with four financial
institutions aggregating $27.0 million. The maturity of these
facilities is generally up to one year. The facilities are subject to
annual review and approval. These banking facilities are guaranteed
by us and some of our shareholders, including Dang Yu Pan, Wen Liang Li and Wen
Wei Ma, and contain customary affirmative and negative covenants for secured
credit facilities of this type. However, these covenants do not have
any impact on our ability to undertake additional debt or equity
financing. Interest rates are generally based on the banks’ reference
lending rates. No significant commitment fees are required to be paid
for the banking facilities. As of March 31, 2010, we had utilized
approximately $15.7 million under such general credit facilities and had
available unused credit facilities of $11.3 million.
For the
three months ended March 31, 2010, net cash provided by operating activities was
approximately $4.3 million, as compared to $3.7 million for the comparable
period in 2009. The increase in net cash provided by operating activities is
primarily attributable to an increase in accounts payable levels.
Net cash
used in investing activities was $568,000 for the three months ended March 31,
2009 compared to $560,000 for the comparable period in 2008. The increase of
cash used in investing activities was primarily attributable to a slight
increase in the acquisition of plant and equipment over the respective
periods.
Net cash
provided by financing activities was $$383,000 during the three months ended
March 31, 2010, as compared to net cash used in financing activities of $3.8
million for the three months ended March 31, 2009. The increase
in net cash provided by financing activities was attributable to an increase in
bank borrowings of $1.0 million over the respective periods.
For the
three months ended March 31, 2010, our inventory turnover was 5.7 times, as
compared to 4.9 times at March 31, 2009. The average days outstanding of our
accounts receivable at March 31, 2010 were 63 days, as compared to 64 days at
March 31, 2009. Inventory turnover and average days outstanding are key
operating measures that management relies on to monitor our
business. In the next 12 months, we expect to expand our research,
development and manufacturing of lithium-based batteries and anticipate
additional capital expenditures of approximately $1.0 million.
We are
required to contribute a portion of our employees’ total salaries to the Chinese
government’s social insurance funds, including medical insurance, unemployment
insurance and job injuries insurance, and a housing assistance fund, in
accordance with relevant regulations. We expect these contributions will
contribute to administrative and other operating expenses in an amount of
approximately $41,000 per month based on the size of our current workforce. We
expect the amount of our contribution to the government’s social insurance funds
to increase in the future as we expand our workforce and
operations.
Based
upon our present plans, we believe that cash on hand, cash flow from operations
and funds available under our bank facilities will be sufficient to fund our
capital needs for the next 12 months. However, our ability to
maintain sufficient liquidity depends partially on our ability to achieve
anticipated levels of revenue, while continuing to control costs. If we did not
have sufficient available cash, we would have to seek additional debt or equity
financing through other external sources, which may not be available on
acceptable terms, or at all. Failure to maintain financing arrangements on
acceptable terms would have a material adverse effect on our business, results
of operations and financial condition.
The use
of working capital is primarily for the maintenance of our accounts receivable
and inventory. We provide our major customers with payment terms ranging from 30
to 75 days. Additionally, our production lead time is approximately 30 to 40
days, from the inspection of incoming materials, to production, testing and
packaging. We need to keep a large supply of raw materials and work in process
and finished goods inventory on hand to ensure timely delivery of our products
to our customers. We use two methods to support our working capital needs: (1)
paying our suppliers under payment terms ranging from 30 to 60 days; and (2)
using short-term bank loans. We use our accounts receivable as collateral for
our loans. Upon receiving payment for our accounts receivable, we pay our
short-term loans. Our working capital management practices are designed to
ensure that we maintain sufficient working capital.
Recent Accounting
Pronouncements
ASC 805,
Business Combinations (“ASC 805”) (formerly included under Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations)
contains guidance that was issued by the FASB in December 2007. It requires the
acquiring entity in a business combination to recognize all assets acquired and
liabilities assumed in a transaction at the acquisition-date fair value, with
certain exceptions. Additionally, the guidance requires changes to the
accounting treatment of acquisition related items, including, among other items,
transaction costs, contingent consideration, restructuring costs,
indemnification assets and tax benefits. ASC 805 also provides for a substantial
number of new disclosure requirements. ASC 805 also contains guidance that was
formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies
which was intended to provide additional guidance clarifying application issues
regarding initial recognition and measurement, subsequent measurement and
accounting, and disclosure of assets and liabilities arising from contingencies
in a business combination. ASC 805 was effective for business combinations
initiated on or after the first annual reporting period beginning after December
15, 2008. The Company implemented this guidance effective January 1, 2009.
Implementing this guidance did not have an effect on our financial position or
results of operations; however it will likely have an impact on our accounting
for future business combinations, but the effect is dependent upon acquisitions,
if any, that are made in the future.
In March
2008, the FASB issued ASC 815 (formerly SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133”) to amend and expand the disclosures about derivatives and hedging
activities. The standard requires enhanced qualitative disclosures about an
entity’s objectives and strategies for using derivatives, and tabular
quantitative disclosures about the fair value of derivative instruments and
gains and losses on derivatives during the reporting period. This standard is
effective for both fiscal years and interim periods that begin after November
15, 2008. The adoption of this standard on December 29, 2008, the beginning of
our fiscal year, did not have a material impact on our consolidated financial
statements
ASC 855,
Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting
Standards No. 165, Subsequent Events) includes guidance that was issued by the
FASB in May 2009, and is consistent with current auditing standards in defining
a subsequent event. Additionally, the guidance provides for disclosure regarding
the existence and timing of a company’s evaluation of its subsequent events. ASC
855 defines two types of subsequent events, “recognized” and “non-recognized”.
Recognized subsequent events provide additional evidence about conditions that
existed at the date of the balance sheet and are required to be reflected in the
financial statements. Non-recognized subsequent events provide evidence about
conditions that did not exist at the date of the balance sheet but arose after
that date and, therefore; are not required to be reflected in the financial
statements. However, certain non-recognized subsequent events may require
disclosure to prevent the financial statements from being misleading. This
guidance was effective prospectively for interim or annual financial periods
ending after June 15, 2009. We implemented the guidance included in ASC 855 as
of April 1, 2009. The effect of implementing this guidance was not material to
our financial position or results of operations.
In August
2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends
ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional
guidance on the measurement of liabilities at fair value. These amended
standards clarify that in circumstances in which a quoted price in an active
market for the identical liability is not available, we are required to use the
quoted price of the identical liability when traded as an asset, quoted prices
for similar liabilities, or quoted prices for similar liabilities when traded as
assets. If these quoted prices are not available, we are required to use another
valuation technique, such as an income approach or a market approach. These
amended standards are effective for us beginning in the fourth quarter of fiscal
year 2009. There was no material impact upon the adoption of this standard on
our consolidated financial statements.
In
September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740),
”Implementation Guidance on Accounting for Uncertainty in Income Taxes and
Disclosure Amendments for Nonpublic Entities”, which provides implementation
guidance on accounting for uncertainty in income taxes, as well as eliminates
certain disclosure requirements for nonpublic entities. For entities
that are currently applying the standards for accounting for uncertainty in
income taxes, this update shall be effective for interim and annual periods
ending after September 15, 2009. For those entities that have deferred the
application of accounting for uncertainty in income taxes in accordance with
paragraph 740-10-65-1(e), this update shall be effective upon adoption of those
standards. The adoption of this standard is not expected to have an impact on
our consolidated financial position and results of operations since this
accounting standard update provides only implementation and disclosure
amendments
In
September 2009, the FASB has published ASU 2009-12, “Fair Value Measurements and
Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net
Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10,
“Fair Value Measurements and Disclosures – Overall”, to permit a reporting
entity to measure the fair value of certain investments on the basis of the net
asset value per share of the investment (or its equivalent). This ASU also
requires new disclosures, by major category of investments including the
attributes of investments within the scope of this amendment to the
Codification. The guidance in this update is effective for interim and annual
periods ending after December 15, 2009. Early application is
permitted. We are in the process of evaluating the impact of
this standard on our consolidated financial position and results of
operations.
In
October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic
605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting
for multiple-deliverable arrangements to enable vendors to account for products
or services (deliverables) separately rather than as a combined unit.
Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue
Recognition-Multiple-Element Arrangements”, for separating consideration in
multiple-deliverable arrangements. This guidance establishes a selling price
hierarchy for determining the selling price of a deliverable, which is based on:
(a) vendor-specific objective evidence; (b) third-party evidence; or (c)
estimates. This guidance also eliminates the residual method of allocation and
requires that arrangement consideration be allocated at the inception of the
arrangement to all deliverables using the relative selling price method and also
requires expanded disclosures. The guidance in this update is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. Early adoption is permitted.
The adoption of this standard is not expected to have a material impact on our
consolidated financial position and results of operations.
ASC 105,
Generally Accepted Accounting Principles (“ASC 105”) (formerly SFAS No. 168, The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles a replacement of FASB Statement No. 162), reorganized by
topic existing accounting and reporting guidance issued by the Financial
Accounting Standards Board (“FASB”) into a single source of authoritative
generally accepted accounting principles (“GAAP”) to be applied by
nongovernmental entities. All guidance contained in the Accounting Standards
Codification (“ASC”) carries an equal level of authority. Rules and interpretive
releases of the Securities and Exchange Commission (“SEC”) under authority of
federal securities laws are also sources of authoritative GAAP for SEC
registrants. Accordingly, all other accounting literature will be deemed
“non-authoritative”. ASC 105 is effective on a prospective basis for financial
statements issued for interim and annual periods ending after September 15,
2009. The Company has implemented the guidance included in ASC 105 as of July 1,
2009. The implementation of this guidance changed our references to GAAP
authoritative guidance but did not impact our financial position or results of
operations.
In
January 2010, the FASB issued Accounting Standards Update No. 2010-06 (ASU
2010-06), Fair Value Measurements and Disclosures which amends ASC Topic 820,
adding new requirements for disclosures for Levels 1 and 2, separate disclosures
of purchases, sales, issuances, and settlements relating to Level 3 measurements
and clarification of existing fair value disclosures. ASU 2010-06 is
effective for interim and annual periods beginning after December 15, 2009,
except for the requirement to provide Level 3 activity of purchases, sales,
issuances, and settlements on a gross basis, which will be effective for fiscal
years beginning after December 15, 2010 (our fiscal year 2012); early adoption
is permitted. We are currently evaluating the impact of adopting ASU
2009-14 on our financial statements.
Item
3. Quantitative and Qualitative Disclosures About Market Ris
k
Credit
Risk
We are
exposed to credit risk from our cash at bank, fixed deposits and contract
receivables. The credit risk on cash at bank and fixed deposits is limited
because the counterparts are recognized financial institutions. Contract
receivables are subject to credit evaluations. We periodically record a
provision for doubtful collections based on an evaluation of the collectibility
of contract receivables by assessing, among other factors, the customer’s
willingness or ability to pay, repayment history, general economic conditions
and our ongoing relationship with the customers.
Foreign
Currency and Exchange Risk
The
Company maintains its financial statements in the functional currency of
Renminbi (“RMB”). Substantially all of our operations are conducted in the PRC
and we pay the majority of our expenses in RMB. Approximately 75% of our sales
are made in U.S. Dollars. During the three months ended March 31, 2010, the
exchange rate of the RMB to the U.S. Dollar decreased approximately 0.03% from
the level at the end of December 31, 2009. This fluctuation resulted in a slight
increase in our material costs during the three months ended March 31, 2010. A
future appreciation of the RMB against the U.S. Dollar would increase our costs
when translated into U.S. Dollars and could adversely affect our margins unless
we make sufficient offsetting sales. Conversion of RMB into foreign currencies
is regulated by the People’s Bank of China through a unified floating exchange
rate system. Although the PRC government has stated its intention to support the
value of the RMB, there can be no assurance that such exchange rate will not
continue to appreciate significantly against the U.S. Dollar. Exchange rate
fluctuations may also affect the value, in U.S. Dollar terms, of our net assets.
In addition, the RMB is not freely convertible into foreign currency and all
foreign exchange transactions must take place through authorized institutions.
Due to the volatility of the US Dollar to our functional currency the Company
put into place in 2008 a hedging program to attempt to protect it from
significant changes to the US Dollar which affect the value of its US dollar
receivables and sales. At March 31, 2010, the Company had a series of currency
forwards totaling a notional amount US$2.5 million expiring from April 2010 to
September 2010. The terms of these derivative contracts are generally for 12
months or less. Changes in the fair value of these derivative contracts are
recorded in earnings to offset the impact of foreign currency transaction gains
and losses. We experienced $1,582 gain in the value of currency forwards in the
three months ended March 31, 2010 as compared to a $51,536 loss on currency
forwards during the comparable period in 2009.
Country
Risk
The
substantial portion of our business, assets and operations are located and
conducted in Hong Kong and China. While these economies have experienced
significant growth in the past twenty years, growth has been uneven, both
geographically and among various sectors of the economy. The Chinese government
has implemented various measures to encourage economic growth and guide the
allocation of resources. Some of these measures benefit the overall economy of
Hong Kong and China, but may also have a negative effect on us. For example, our
operating results and financial condition may be adversely affected by
government control over capital investments or changes in tax regulations
applicable to us. If there are any changes in any policies by the Chinese
government and our business is negatively affected as a result, then our
financial results, including our ability to generate revenues and profits, will
also be negatively affected.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures, which are designed to ensure that
information required to be disclosed in the reports we file or submit under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer, or CEO,
and Chief Financial Officer, or CFO, as appropriate to allow timely decisions
regarding required disclosure.
Based on
an evaluation carried out as of the end of the period covered by this quarterly
report, under the supervision and with the participation of our management,
including our CEO and CFO, our CEO and CFO have concluded that, as of the end of
such period, our disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934) were
effective as of March 31, 2010.
Changes
in Internal Control Over Financial Reporting
Based on
the evaluation of our management as required by paragraph (d) of Rule 13a-15 of
the Exchange Act, there were no changes in our internal control over financial
reporting that occurred during our last fiscal year that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Part II.
Other Information
Item
1. Legal Proceedings
None.
Not applicable to smaller reporting
companies.
Item
2. Unregistered Sale of Equity Securities and Use of Proceeds
None.
Item
3. Default Upon Senior Securities
None.
Item
4. Submission of Matters to a Vote of Security Holders
None.
Item
5. Other Information
None.
(a) Exhibits
Exhibit
Number
|
|
Description of Document
|
|
|
|
31.1
|
|
Certification
of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31.2
|
|
Certification
of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1
|
|
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
|
*
|
This
exhibit shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, whether made before or after the date hereof and irrespective of any
general incorporation language in any
filings.
|
HONG
KONG HIGHPOWER TECHNOLOGY, INC.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
Hong
Kong Highpower Technology, Inc.
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|
|
|
Dated:
May 12, 2010
|
/s/
|
Dang
Yu Pan
|
|
By:
|
Dang
Yu Pan
|
|
Its:
|
Chairman
of the Board and Chief Executive Officer
|
|
|
|
|
/s/
|
Henry
Ngan
|
|
By:
|
Henry
Ngan
|
|
Its:
|
Chief
Financial
Officer
|