DEYU AGRICULTURE CP (ECBI.OB)
Press Release Source: Deyu Agriculture Corp. On Tuesday July 6, 2010, 9:25 am EDT
"Because of their favorable properties, grain and corn-based food is becoming an essential component of the daily diet of many Chinese people. We are increasing our marketing and brand-building efforts in order to position ourselves as a leading supplier of grain and corn products in China. As consumer awareness of the value and benefits of grain and corn continues to expand, we are confident that we will be among the first companies to serve this growing market," said Mr. Jianming Hao, Chief Executive Officer of Deyu Agriculture. "We look forward to working with CCG to communicate information about our business operations and financial performance to investors." "Years of economic growth and improved living standards in China have dramatically changed the dietary components of the Chinese people. With a population that is increasingly conscious of dietary health and nutrition, we believe that grain and corn-based food is set to experience growing demand for many years to come. Deyu Agriculture, with its broad product portfolio and premium-branded grain products, is well positioned to take advantage of this increased demand," said Crocker Coulson, President of CCG Investor Relations. In the three months ended March 31, 2010, Deyu Agriculture generated revenues of $14.4 million, a substantial increase of 110.2% from $6.9 million in the same period in 2009. Net income nearly doubled to $2.6 million from $1.3 million for the same period. In fiscal 2009, revenues were $40.7 million and net income was $7.2 million. Deyu Agriculture has entered into a make-good escrow agreement with investors, whereby approximately 1.9 million shares of the Company's stock are being held as security in the event that the Company does not achieve $11 million in audited net income for the fiscal year 2010 and $15 million in audited net income for the fiscal year 2011.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and plan of operations together with our financial statements and related notes appearing elsewhere in this Quarterly Report. Various statements have been made in this Quarterly Report on Form 10-Q that may constitute "forward-looking statements". Forward-looking statements may also be made in Eco Building International's other reports filed with or furnished to the United States Securities and Exchange Commission (the "SEC") and in other documents. In addition, from time to time, Eco Building International through its management may make oral forward-looking statements. Forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from such statements. The words "believe," "expect," "anticipate," "optimistic," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely" and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Eco Building International undertakes no obligation to update or revise any forward-looking statements.
On April 27, 2010, we completed the acquisition of City Zone Holdings Limited, an emerging organic and non-organic agricultural products distributor in the Shanxi Province of the Peoples Republic of China engaged in procuring, processing, marketing and distributing various grain and corn products ("City Zone"), by means of a share exchange (the "Share Exchange"). As a result of the Share Exchange, City Zone became a wholly-owned subsidiary of ECBI and ECBI is a holding company. Simultaneously with the acquisition, the Company completed a USD $8,211,165.60 private placement of its securities to accredited investors at $4.40 per unit, with each "Unit" consisting of one share of Series A Convertible Preferred Stock, and a warrant to purchase 0.4 shares of common stock with an exercise price of $5.06 per share.
On May 10, 2010, the Company closed on the second and final round of the private placement offering as disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2010 through the sale of 589,689 Units comprised of 589,689 shares of the Company's Series A Convertible Preferred Stock and 235,882 five year warrants with an exercise price of $5.06 per share, to certain accredited investors for total proceeds of $2,594,606.40 to the Company. The Company raised an aggregate amount of $10,805,705 in the two rounds of offerings.
Our principal office is located at Tower B, Jinshang International Building, 7th Floor, Yinbing West Street, Jinzhong City, Shanxi Province, China. Our main office for international correspondence is located at Unit 106, Tern Centre, Tower II, 251 Queen's Road, Central, Hong Kong, People's Republic of China. Our telephone number is (086) 13828824414. Our common stock is quoted on the OTC Bulletin Board under the trading symbol "ECBI."
Additionally, as a result of the Share Exchange, we changed our fiscal year to December 31.
For a more detailed description of the Share Exchange and related transactions, the information contained in the Current Report on Form 8-k filed on May 3, 2010 is referred to and incorporated herein by reference.
Description of Business
Operating through our wholly-owned subsidiaries, Jinzhong Deyu Agriculture Trading Co. Limited ("Deyu Agriculture"), Jinzhong Yongcheng Agriculture Trading Co. Limited ("Yongcheng"), and Jinzhong Yuliang Agriculture Trading Co. Limited ("Yuliang"), we are an emerging organic and non-organic agricultural products distributor in the Shanxi province of the People's Republic of China engaged in procuring, processing, marketing and distributing various grain and corn products. Deyu Agriculture focuses on processing and distributing grain products. Yongcheng and Yuliang focus on distributing corn and corn byproducts.
? Grain Products -Deyu Agriculture procures and distributes grain products including millet, green beans, soy beans, black rice, and whole wheat flour. Deyu Agriculture acquires unprocessed grains and performs premilinary value-added processes to the grains such as peeling, cleaning, grinding and packaging. The majority of our finished products are then sold directly to supermarkets and grain wholesalers. Deyu Agriculture is the only company in the Shanxi province to have a portion of its products certified as "Organic" by the China Organic Food Certification Center. The certification is effective from December 31, 2009 to December 20, 2010.
? Corn -Yongcheng and Yuliang process and distribute corn and corn byproducts. Yongcheng and Yuliang acquire unprocessed corn and perform preliminary value-added processes such as cleaning, drying, and packaging.
Results of Operation
For The Three Months
Ended March 31,
2010 2009 Change %
Net revenue $ 14,447,282 $ 6,872,918 $ 7,574,364 110 %
Cost of goods sold (10,936,119 ) (5,134,597 ) (5,801,522 ) 113 %
Gross Profit 3,511,163 1,738,321 1,772,842 102 %
Selling expenses (621,714 ) (338,799 ) (282,915 ) 84 %
General and administrative expenses (261,911 ) (85,126 ) (176,784 ) 208 %
Total Operating Expense (883,625 ) (423,925 ) (459,700 ) 108 %
Operating income 2,627,538 1,314,396 1,313,142 100 %
Interest income 912 293 619 211 %
Interest expense (61,537 ) (18,972 ) (42,565 ) 224 %
Total Other Expense (60,625 ) (18,679 ) (41,946 ) 225 %
Income before income taxes 2,566,913 1,295,717 1,271,196 98 %
Provision for income taxes - - -
Net income $ 2,566,913 $ 1,295,717 1,271,196 98 %
Net Revenue: Our sales for the quarter ended March 31, 2010 were $14,447,282, compared to sales of $6,872,918 for the quarter ended March 31, 2009, an increase of 110%.
Cost of Goods Sold: Cost of goods sold was $10,936,119 for the quarter ended March 31, 2010, compared to cost of sales of $5,134,597 for the quarter ended March 31, 2009, an increase of 113%.
Gross Profit: Gross profits for the quarter ended March 31, 2010 was $3,511,163 compared to gross profits of $1,738,321 for the comparable period in 2009, an increase of 102%.
Operating Expenses: Operating expenses, including selling expenses and general and administrative expenses were $883,625 for the quarter ended March 31, 2010 as compared to $423,925 for the comparable period in 2009, an increase of $459,700, or 108%.
Interest Expense: Interest expense for the quarter ended March 31, 2010 was $61,537 compared to interest expense of $18,972 for the comparable period in 2009, an increase of 42,565, or 224%.
Net Income: Net Income for the quarter ended March 31, 2010 was $2,566,913 compared to $1,295,717 for the quarter ended March 31, 2009, an increase of $1,271,196, or 98%.
Liquidity and Capital Resources
During the first quarter ended March 31, 2010, the Company had a net decrease in cash of $2,286,981 as compared to a net increase of $578,058 for the first quarter ended March 31, 2009. The Company's principal sources and uses of funds were as follows:
? Cash used in operating activities. The Company used $3,688,376 in cash for operating activities for the first quarter ended March 31, 2010, as compared to $6,437,147 in the first quarter ended March 31, 2009. The decrease in cash used for operating activities is primarily attributed to decrease in accounts receivable while net income increased from $1,295,717 for the quarter ended March 31, 2009 to $2,566,912 for the current quarter.
? Cash used in investing activities. The Company used $935,339 in cash for investing activities for the first quarter ended March 31, 2010, as compared to $350,148 in the first quarter ended March 31, 2009. The increase in cash used for operating activities is primarily attributed to increase in purchase of machinery and equipment during the current quarter.
? Cash provided by financing activities. The Company generated $2,337,131 from financing activities for the first quarter ended March 31, 2010, as compared to $7,365,589 in the first quarter ended March 31, 2009. All such financing activity generation was as a result of net proceeds from short-term borrowings from banks and related parties.
There was no significant impact on the Company's operations as a result of inflation for the first quarter ended March 31, 2010.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities" (SPEs).
Critical Accounting Policies
Use of estimates
The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its estimates based on historical experience and various other assumptions and information that are available and believed to be reasonable at the time the estimates are made. Therefore, actual results could differ from those estimates under different assumptions and conditions.
The Company applies the provisions of FASB ASC Topic 360 (ASC 360), "Property, Plant, and Equipment" which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360, at least on an annual basis. ASC 360 requires the impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.
Financial assets and liabilities measured at fair value
FASB ASC 820, "Fair Value Measurements" (formerly SFAS No. 157) defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance applies to other accounting pronouncements that require or permit fair value measurements. On February 12, 2008, the FASB finalized FASB Staff Position (FSP) No. 157-2, Effective Date of FASB Statement No. 157 (ASC 820). This Staff Position delays the effective date of SFAS No. 157 (ASC 820) for nonfinancial assets and liabilities to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years, except for those items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of SFAS No. 157 (ASC 820) had no effect on the Company's financial position or results of operations.
The Company's revenue recognition policies are in compliance with the SEC Staff Accounting Bulletin No. 104 ("SAB 104"). The Company recognizes product revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) our price to the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured. The Company recognizes revenue for product sales upon transfer of title to the customer. Customer purchase orders and/or contracts are generally used to determine the existence of an arrangement. Shipping documents and the completion of any customer acceptance requirements, when applicable, are used to verify product delivery or that services have been rendered. The Company assesses whether a price is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment.
The Company's revenue is recognized net of value-added tax (VAT), reductions to revenue for estimated product returns, and sales discounts based on volume achieved in the same period that the related revenue is recorded. The estimates are based on historical sales returns, analysis of credit memo data, and other factors known at the time. For the three months ended March 31, 2010 and 2009, sales discounts were $374,976 and $223,812, respectively.
The Company accounts for income taxes in accordance with FASB ASC Topic 740, "Income Taxes." ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. The adoption had no effect on the Company's consolidated financial statements.
Foreign currency translation and comprehensive income
U.S. GAAP requires that recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company is Renminbi ("RMB"). The unit of RMB is in Yuan. Translation gains are classified as an item of other comprehensive income in the stockholders' equity section of the consolidated balance sheet.
Recent Accounting Pronouncements
In July 2009, the FASB's ASC became the single, official source of authoritative, non-governmental GAAP in the United States. The historical GAAP hierarchy was eliminated and the ASC became the only level of authoritative GAAP, other than guidance issued by the Securities and Exchange Commission (the "SEC"). This guidance is effective for interim and annual periods ending after September 15, 2009. The Company adopted the provisions of this guidance for the year ended December 31, 2009. The Company's accounting policies were not affected by the conversion to the ASC. However, references to specific accounting standards have been changed to refer to the appropriate section of the ASC.
In December 2007, the FASB issued guidance now incorporated in ASC Topic 810 "Consolidation" (formerly SFAS No. 160). The guidance clarifies the accounting for noncontrolling interests and establishes accounting and reporting standards for the noncontrolling interest in a subsidiary, including classification as a component of stockholders' equity. The Company does not believe this pronouncement will impact its consolidated financial statements.
In March 2008, the FASB issued guidance now incorporated in ASC Topic 815 "Derivatives and Hedging" (formerly SFAS No. 161). The guidance is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand how and why an entity uses derivative instruments and the instruments' effects on an entity's financial position, financial performance and cash flows. The guidance is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. This pronouncement is related to disclosure and did not have a material impact on the Company's consolidated financial statements.
In December 2008, the FASB issued guidance now incorporated in ASC Topic 860 "Transfers and Servicing" (formerly FASB Staff Position ("FSP") SFAS 140-4 and FASB Interpretation ("FIN") 46R). The guidance increases disclosure requirements for public companies and is effective for reporting periods (interim and annual) that end after December 15, 2008. The guidance requires public entities to provide additional disclosures about transferors' continuing involvements with transferred financial assets. It also requires public enterprises, including sponsors that have a variable interest in a variable interest entity, to provide additional disclosures about their involvement with variable interest entities. This pronouncement is related to disclosure only and did not have a material impact on the Company's consolidated financial statements.
In April 2009, the FASB issued guidance now incorporated in ASC Topic 825 "Financial Instruments" (formerly FSP SFAS 107-1). The guidance requires that the fair value disclosures required for financial instruments be included in interim financial statements. In addition, the guidance requires public companies to disclose the method and significant assumptions used to estimate the fair value of those financial instruments and to discuss any changes of method or assumptions, if any, during the reporting period. The guidance was effective for the Company's year ended December 31, 2009. This pronouncement is related to disclosure only and did not have a material impact on the Company's consolidated financial statements.
In May 2009, the FASB issued guidance now incorporated in ASC Topic 855 "Subsequent Events" (formerly SFAS No. 165). This guidance establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. Among other items, the guidance requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. It is effective for interim and annual periods ending after June 15, 2009. There was no material impact upon the adoption of this standard on the Company's financial statements.
In June 2009, the FASB issued guidance now incorporated in ASC Topic 810 "Consolidation" (formerly SFAS No. 167) amending the consolidation guidance applicable to variable interest entities and the definition of a variable interest entity, and requiring enhanced disclosures to provide more information about a company's involvement in a variable interest entity. This guidance also requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity. The Company does not believe this pronouncement will impact its financial statements.