UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10 Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2014
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to _____________
Commission File Number: 001-34812
THT HEAT TRANSFER TECHNOLOGY,
INC.
(Exact Name of Registrant as Specified in Its
Charter)
Nevada | 20-5463509 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
THT Industrial Park
No. 5
Nanhuan Road, Tiexi District
Siping, Jilin Province 136000
Peoples
Republic of China
(Address of principal executive offices, Zip Code)
86-434-3265241
(Registrants telephone number,
including area code)
_____________________________________________________
(Former
name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] | |
Non-accelerated filer [ ] | (Do not check if a smaller reporting company) | Smaller reporting company [ X ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
The number of shares outstanding of each of the issuers classes of common stock, as of August 14, 2014 is as follows:
Class of Securities | Shares Outstanding | |||
Common Stock, $0.001 par value | 20,453,500 |
THT HEAT TRANSFER TECHNOLOGY, INC. |
Quarterly Report on Form 10-Q |
Period Ended June 30, 2014 |
TABLE OF CONTENTS
i
PART I
FINANCIAL
INFORMATION
ITEM 1. | FINANCIAL STATEMENTS. |
THT HEAT TRANSFER TECHNOLOGY,
INC.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND
SIX MONTHS ENDED JUNE 30, 2014 AND 2013
Pages(s) | |
Consolidated Balance Sheets | F-1 |
Consolidated Statements of Income and Comprehensive Income | F-2 |
Consolidated Statement of Shareholders Equity | F-3 |
Consolidated Statements of Cash Flows | F-4 |
Notes to Consolidated Financial Statements | F-5 - F-11 |
2
THT Heat Transfer Technology, Inc.
Consolidated
Balance Sheets
(Stated in US dollars)
|
June 30, | December 31, | ||||
|
2014 | 2013 | ||||
|
(Unaudited) | |||||
ASSETS |
||||||
Current assets |
||||||
Cash and cash equivalents |
$ | 2,383,841.0 | $ | 9,082,137 | ||
Restricted cash |
609,473.0 | 1,451,884 | ||||
Counter guarantee receivable |
- | 245,483 | ||||
Trade receivables, net |
43,380,862.0 | 44,316,445 | ||||
Bills receivable |
3,564,444.0 | 1,716,223 | ||||
Other receivables, prepayments and deposits, net |
17,482,790.0 | 14,489,152 | ||||
Inventories, net |
23,349,849.0 | 25,303,711 | ||||
Deferred tax assets |
168,646.0 | 169,916 | ||||
Total Current Assets |
90,939,905.0 | 96,774,951 | ||||
|
||||||
|
||||||
Restricted cash, non-current |
288,862.0 | 276,471 | ||||
Retention receivable |
1,093,797.0 | 2,208,751 | ||||
Property, plant and equipment, net |
7,712,457.0 | 7,371,951 | ||||
Land use rights, net |
6,079,315.0 | 6,190,059 | ||||
TOTAL ASSETS |
$ | 106,114,336.0 | $ | 112,822,183 | ||
|
||||||
LIABILITIES & SHAREHOLDERS EQUITY |
||||||
Current Liabilities |
||||||
Accounts payable |
5,784,827.0 | 8,912,229 | ||||
Other payables and accrued liabilities |
27,522,249.0 | 22,330,746 | ||||
Income tax payable |
72,156.0 | 599,781 | ||||
Short-term bank loans |
7,796,764.0 | 16,038,230 | ||||
Current maturities of long-term loan |
- | 981,932 | ||||
Total Current Liabilities |
41,175,996.0 | 48,862,918 | ||||
|
||||||
Non-current liabilities |
||||||
Long-term loan |
568,514.0 | 572,794 | ||||
Total Long-term Liabilities |
568,514.0 | 572,794 | ||||
|
||||||
Total Liabilities |
41,744,510.0 | 49,435,712 | ||||
|
||||||
SHAREHOLDERS EQUITY |
||||||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding Common stock, $.001 par value, 190,000,000 shares authorized, 20,453,500 shares issued and outstanding at June 30, 2014 and December 31, 2013 |
20,454.0 | 20,454 | ||||
Additional paid-in capital |
26,524,324.0 | 26,524,324 | ||||
Statutory reserve |
3,795,730.0 | 3,652,538 | ||||
Retained earnings |
28,310,121.0 | 27,043,638 | ||||
Accumulated other comprehensive income |
5,719,197.0 | 6,145,517 | ||||
TOTAL SHAREHOLDERS EQUITY |
64,369,826.0 | 63,386,471 | ||||
|
||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 106,114,336.0 | $ | 112,822,183 |
The accompanying notes are an integrated part of these unaudited consolidated financial statements
F-1
THT Heat Transfer Technology, Inc.
Consolidated
Statements of Income and Comprehensive Income
(Stated in US dollars)
(Unaudited)
For Six months ended June 30, | For Three Months Ended June 30, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
|
||||||||||||
Sales revenue |
$ | 20,998,072.00 | $ | 18,822,808 | $ | 12,709,160 | $ | 10,912,373 | ||||
Cost of revenue |
(13,710,273.00 | ) | (11,819,982 | ) | (7,945,244 | ) | (6,900,145 | ) | ||||
Gross Profit |
7,287,799.00 | 7,002,826 | 4,763,916 | 4,012,228 | ||||||||
|
||||||||||||
Operating expenses |
||||||||||||
Administrative expenses |
2,025,881.00 | 2,504,628 | 1,480,830 | 1,473,514 | ||||||||
Research and development expenses |
1,680,499.00 | 634,076 | 1,340,425 | 425,290 | ||||||||
Selling expenses |
2,100,267.00 | 2,497,702 | 1,130,316 | 1,455,038 | ||||||||
Total Operating Expenses |
5,806,647.00 | 5,636,406 | 3,951,571 | 3,353,842 | ||||||||
|
||||||||||||
Income from operations |
1,481,152.00 | 1,366,420 | 812,345 | 658,386 | ||||||||
|
||||||||||||
Other Income (Expenses) |
||||||||||||
Interest income |
6,163.00 | 14,774 | 1,804 | 5,181 | ||||||||
Other income |
399,236.00 | 292,928 | 175,055 | 161,697 | ||||||||
Finance costs |
(379,160.00 | ) | (669,307 | ) | (47,702 | ) | (216,884 | ) | ||||
Other expense |
17.00 | (604 | ) | (457 | ) | (39 | ) | |||||
Total Other Expense |
26,256.00 | (362,209 | ) | 128,700 | (50,045 | ) | ||||||
|
||||||||||||
Income before income taxes and noncontrolling interests |
1,507,408.00 | 1,004,211 | 941,045 | 608,341 | ||||||||
Income tax expenses |
(97,733.00 | ) | (283,476 | ) | (12,779 | ) | (223,088 | ) | ||||
Net Income |
1,409,675.00 | 720,735 | 928,266 | 385,253 | ||||||||
|
||||||||||||
Net loss (income) attributable to noncontrolling interests |
- | (53,092 | ) | - | (31,273 | ) | ||||||
Net income attributable to THT Heat Transfer Technology, Inc. common stockholders |
$ | 1,409,675.00 | $ | 667,643 | $ | 928,266 | $ | 353,980 | ||||
|
||||||||||||
Net Income |
1,409,675.00 | 720,735 | 928,266 | 385,253 | ||||||||
Other Comprehensive Income |
||||||||||||
Foreign currency translation adjustments |
(426,320.00 | ) | 1,230,335 | 143,880 | 905,491 | |||||||
Comprehensive Income |
983,355.00 | 1,951,070 | 1,072,146 | 1,290,744 | ||||||||
Comprehensive income attributable to noncontrolling interests |
- | (25,690 | ) | - | (31,273 | ) | ||||||
Comprehensive income attributable to THT Heat Transfer |
||||||||||||
Technology, Inc. common stockholders |
$ | 983,355.00 | $ | 1,925,380 | $ | 1,072,146 | $ | 1,259,471 | ||||
|
||||||||||||
Earnings per share attributable to THT Heat Transfer Technology, Inc. common stockholders |
||||||||||||
Basic and diluted |
$ | 0.07 | $ | 0.03 | $ | 0.05 | $ | 0.02 | ||||
Weighted average number of shares outstanding |
||||||||||||
Basic and diluted |
20,453,500 | 20,453,500 | 20,453,500 | 20,453,500 |
The accompanying notes are an integrated part of these unaudited consolidated financial statements
F-2
THT Heat Transfer Technology, Inc.
Consolidated Statement
of Shareholders Equity
(Stated in US dollars)
(Unaudited)
THT Heat Transfer Technology, Inc. | ||||||||||||||||||||||||
Common Stock | Accumulated Other | |||||||||||||||||||||||
Additional Paid-in | Comprehensive | Noncontrolling | Total Shareholders' | |||||||||||||||||||||
No. of Shares | Amount | Capital | Statutory Reserve | Income | Retained Earnings | Interest | Equity | |||||||||||||||||
Balance, December 31, 2013 |
20,453,500 | 20,454 | 26,524,324 | 3,652,538 | 6,145,517 | 27,043,638.0 | - | 63,386,471 | ||||||||||||||||
Net income |
1,409,675.0 | 0 | 1,409,675 | |||||||||||||||||||||
Foreign currency translation adjustment |
(426,320 | ) | 0 | (426,320 | ) | |||||||||||||||||||
Appropriation to reserve |
143,192 | (143,192.0 | ) | - | ||||||||||||||||||||
Balance, June 30, 2014 |
20,453,500 | $ | 20,454 | $ | 26,524,324 | 3,795,730 | $ | 5,719,197 | $ | 28,310,121.0 | $ | - | $ | 64,369,826 |
The accompanying notes are an integrated part of these unaudited consolidated financial statements
F-3
THT Heat Transfer Technology, Inc.
Consolidated
Statements of Cash Flows
(Stated in US
dollars)
(Unaudited)
For the Six Months Ended June 30, | ||||||
2014 | 2013 | |||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||
|
||||||
Net income |
$ | 1,409,675 | $ | 720,735 | ||
Adjustments to reconcile net income to net cash provided by (used in) |
||||||
Depreciation and amortization |
521,727 | 597,067 | ||||
Gain from disposal of property, plant and equipment |
(8,195 | ) | ||||
Allowance for doubtful accounts |
(270,722 | ) | 203,027 | |||
|
||||||
Changes in operating assets and liabilities: |
||||||
Trade receivables |
876,555 | 2,003,633 | ||||
Bills receivable |
(1,865,438 | ) | 248,325 | |||
Other receivables, prepayments and deposits |
(3,469,506 | ) | (5,989,129 | ) | ||
Inventories |
1,768,962 | (2,955,091 | ) | |||
Retention receivable |
1,101,044 | 607,666 | ||||
Trade payables |
(3,316,737 | ) | (1,082,251 | ) | ||
Other payables and accrued expenses |
5,371,006 | 1,722,691 | ||||
Tax payable |
(524,379 | ) | (575,524 | ) | ||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
1,593,992 | (4,498,851 | ) | |||
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||
Change in restricted cash |
819,035 | 142,914 | ||||
Proceeds from disposal of property, plant and equipment |
9,769 | - | ||||
Payments to acquire property, plant and equipment |
(246,195 | ) | (83,184 | ) | ||
NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES |
582,609 | 59,730 | ||||
|
||||||
Cash flows from financing Activities |
||||||
Proceeds from bank loans |
14,327,814 | 12,812,915 | ||||
Repayment of bank loans |
(22,468,617 | ) | (16,016,144 | ) | ||
Repayment of long-term loan |
(980,745 | ) | (960,969 | ) | ||
Refund of Counter guarantee receivable |
245,186 | 240,243 | ||||
Cash paid for acquisition of non-controlling interest |
- | (404,485 | ) | |||
NET CASH FLOWS USED IN FINANCING ACTIVITIES |
(8,876,362 | ) | (4,328,440 | ) | ||
|
||||||
Effect of foreign currency translation on cash and cash equivalents |
1,465 | 101,958 | ||||
|
||||||
NET DECREASE IN CASH AND CASH EQUIVALENTS |
(6,698,296 | ) | (8,665,603 | ) | ||
|
||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
$ | 9,082,137 | $ | 10,703,199 | ||
|
||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 2,383,841 | $ | 2,037,596 | ||
|
- | |||||
Supplementary Disclosures for Cash Flow Information: |
||||||
Interest paid |
$ | 378,327 | $ | 836,635 | ||
Income taxes paid |
$ | 815,658 | $ | 669,307 |
The accompanying notes are an integrated part of these unaudited consolidated financial statements
F-4
THT Heat Transfer Technology, Inc.
Notes to
Unaudited Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)
1. |
Corporate information |
THT Heat Transfer Technology, Inc. (the Company or THT or the Surviving Corporation) is a Nevada corporation with major operations in China. The Companys shares are quoted for trading on the Nasdaq Global Market in the United States. | |
2. |
Description of business |
The Company is a holding company whose primary business are conducted through its subsidiaries, namely SipingJuyuan which is located in the Jilin Province and Beijing Juyuan which is located in Beijing City of the PRC. The Company is engaged in the manufacturing and trading of plate heat exchangers and various related products. | |
SipingJuyuan was established in the PRC on May 31, 2006 following the division (the Division) of Siping City Juyuan Heat Exchange Equipment Co., Ltd. (Old Juyuan Company) into threecompanies, namely SipingJuyuan, Siping City Juyuan Heat Exchange Equipment Co., Ltd. (New Juyuan Company) and Siping City JuyuanHanyang Pressure Vessels Co., Ltd (JuyuanHanyang Pressure Vessels). | |
3. |
Summary of significant accounting policies |
Basis of presentation and consolidation | |
The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the SEC) including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with the Companys consolidated financial statements and accompanying notes thereto for the year ended December 31, 2013 filed with the SEC in the Companys Form 10-K on March 31, 2014. | |
In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the six-month period have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. |
F-5
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter- company balances and transactions have been eliminated on consolidation.
Fair value of financial instruments
Accounting Standards Codification (ASC) Topic 820 requires the disclosure of the estimated fair value of financial instruments including those financial instruments for which fair value option was not elected. As of June 30, 2014 and December 31, 2013, the carrying amounts of the Companys financial assets and liabilities approximated their fair values due to short maturities or the applicable interest rates approximated the current market rates.
Reclassifications
Certain amounts in the consolidated financial statements for the prior period have been reclassified to conform to the presentation of the current period for the comparative purposes.
Recently issued accounting pronouncements
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from contracts with Customers (Topic 606). This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchanged for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.
F-6
4. |
Trade receivables, net |
June 30, | December 31, | ||||||
2014 | 2013 | ||||||
(Unaudited) | |||||||
Trade receivables | $ | 50,164025 | $ | 51,422,790 | |||
Less: Allowance for doubtful accounts | (6,783,163 | ) | (7,106,345 | ) | |||
$ | 43,380,862 | $ | 44,316,445 |
As of June 30, 2014 and December 31, 2013, the Companys trade receivables of $321,961 and $501,536, respectively, were pledged as collateral under certain loan and guarantee arrangements (see Note 9).
An analysis of the allowance for doubtful accounts for the six months ended June 30, 2014 and 2013 is as follows:
Six months ended | |||||||
June 30, | |||||||
(Unaudited) | |||||||
2014 | 2013 | ||||||
Balance at beginning of period | $ | 7,106,345 | $ | 4,127,640 | |||
Adjustment of bad debt expense | (270,722 | ) | 173,391 | ||||
Translation adjustments | (52,460 | ) | 87,182 | ||||
Balance at end of period | $ | 6,783,163 | $ | 4,388,213 |
5. |
Inventories, net |
June 30, | December 31, | ||||||
2014 | 2013 | ||||||
(Unaudited) | |||||||
Raw materials | $ | 4,625,256 | $ | 5,412,793 | |||
Work-in-progress | 19,025,223 | 18,966,311 |
F-7
Finished goods | (280,810 | ) | 944,576 | ||||
23,369,669 | 25,323,680 | ||||||
Allowance for obsolete inventories | (19,820 | ) | (19,969 | ) | |||
$ | 23,349,849 | $ | 25,303,711 |
No further allowance for obsolete inventories was recognized during the six months ended June 30, 2014 and 2013.
As of June 30, 2014 and December 31, 2013, respectively, the inventory of $0 and $3,600,419 were pledged under certain loan agreements (see Note 10).
6. |
Income tax |
The effective tax rate is 1% and 37% for the three months periods ended June 30, 2014 and June 30, 2013, respectively. The effective tax rate is 6% and 28% for the six months periods ended June 30, 2014 and June 30, 2013, respectively. | |
7. |
Property, plant and equipment, net |
As of June 30, 2014 and December 31, 2013, property, plant and equipment with net book values of $4,765,536 and $4,954,744, respectively, were pledged as collateral under certain loan arrangements (see Note 9). | |
8. |
Land use rights |
As of June 30, 2014 and December 31, 2013, certain land use rights were pledged as collateral under certain loan arrangements (see Note 9). | |
During the six months ended June 30, 2014 and 2013, amortization amounted to $64,645 and $63,591, respectively. | |
9. |
Short-term bank loans |
June 30, | December 31, | ||||||
2014 | 2013 | ||||||
(Unaudited) | |||||||
Secured bank loans | $ | 7,796,764 | $ | 16,038,230 | |||
$ | 7,796,764 | $ | 16,038,230 |
F-8
The Companys bank loans carry annual interest from 100% to 120% of the benchmark interest rate published by the Peoples Bank of China (the PBOC).
The secured bank loans were secured by the following assets of the Company:
June 30, | December 31, | ||||||
2014 | 2013 | ||||||
(Unaudited) | |||||||
Trade receivables (Note 4) | $ | 321,961 | $ | 501,536 | |||
Property, plant and equipment (Note 7) | 4,765,536 | 4,954,744 | |||||
Land use rights (Note 8) | 995,824 | 1,014,947 | |||||
$ | 6,083,321 | $ | 6,471,227 |
10. |
Long-term loans |
Long-term Loans includes the following:
June 30, | December 31, | ||||||
2014 | 2013 | ||||||
(Unaudited) | |||||||
Secured loan | $ | - | $ | 981,932 | |||
Unsecured loan | 568,514 | 572,394 | |||||
Total | 568,514 | $ | 1,554,726 |
The secured loan borrowed from China Development Bank Company bears interest at an annual rate of 15% over of the benchmark rate of the PBOC for three-year long-term loans and guaranteed by a third party. On January 6, 2014, the Company repaid the loan balance of $981,932 in full.
The loan was secured by the following assets of the Company:
June 30, 2014 | December 31, 2013 | ||||||
(Unaudited) | |||||||
Inventories (Note 5) | $ | - | $ | 3,600,419 | |||
$ | - | $ | 3,600,419 |
F-9
As a condition of the guarantees for the loans, the Company paid 2.5% of the loan balance to the third party as compensation for acting as guarantor for the Company and made the counter guarantee deposits to the guarantor of $245,483 as of December 31, 2013. As of March 31, 2014, the deposits have been refunded to the Company upon the Companys settlement of the loan on January 6, 2014.
In December 2013, the Company also obtained a 3-year entrusted loan from a non-financial institution bearing interest at 3% per annum granted by local government.
11. |
Earnings per share |
The basic earnings per share is calculated using the net income attributable to the Companys common stockholders and the weighted average number of shares outstanding during the reporting periods. During the reporting periods, certain share-based awards were not included in the computation of diluted earnings per share because they were anti-dilutive. Accordingly, the basic and diluted earnings per share are the same.
12. |
Segment information |
The Company is solely engaged in the manufacturing and trading of plate heat exchangers and various related products. Since the nature of the products, their production processes, and their distribution methods are substantially similar, they are considered as a single reportable segment under ASC 280 Segment Reporting.
The Companys sales revenues by products for the six months ended June 30, 2014 and 2013 were as follows:
Six months ended June 30, | |||||||||||||
2014 | % | 2013 | % | ||||||||||
(Unaudited) | (Unaudited) | ||||||||||||
Plate heat exchanger | $ | 7,087,632 | 34 | $ | 7, 713,483 | 41 | |||||||
Heat exchange unit | 6,106,172 | 29 | 5,022,119 | 27 | |||||||||
Air-cooled heat exchanger | 389,645 | 2 | 1,463,539 | 8 | |||||||||
Shell-and-tube heat exchanger | 2,200,817 | 10 | 1,363,779 | 7 | |||||||||
Others | 5,213,806 | 25 | 3,259,888 | 17 | |||||||||
$ | 20,998,072 | 100 | $ | 18,822,808 | 100 |
All of the Companys long-lived assets and revenues classified based on the customers are located in the PRC.
F-10
13. |
Related party transactions |
As of June 30, 2014 and December 31, 2013, respectively, the Company advanced $9,746 and $14,987 to Mr. Zhao for handling selling and logistic activities for the Company in the ordinary course of business, which was included in "Other receivables, prepayments and deposits, net".
F-11
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Special Note Regarding Forward Looking Statements
In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as believe, expect, anticipate, project, target, plan, optimistic, intend, aim, will or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2013, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.
Use of Terms
Except where the context otherwise requires and for the purposes of this report only:
Overview of our Business
We are a leading total solution provider in the heat exchange industry. Our major products are plate heat exchangers, heat exchanger units, air-cooled heat exchangers and shell-and-tube heat exchangers. Unlike most other heat exchanger manufacturers in China, we not only provide heat exchange products, but also provide total solutions to our customers. As a total solutions provider, we analyze the working condition of our customers, provide optimized designs based on analysis and simulation, offer high quality heat exchange products, and continuously assist our customers in improving the heat exchange process.
Over the past ten years, we have successfully completed over 3,000 projects in more than 15 industries, including metallurgy, heat and power, petrochemical, food and beverage, pharmaceutical and shipbuilding. We have provided heat exchange solutions to Fortune 500 companies, including Shell, BP, BASF, LG, Sinopec and China Shenhua. We have also provided heat exchange products for important Chinese and international projects such as the Beijing 2008 Olympics Wukesong Sports Center, Guangdong Linao nuclear plant and BASF Chemical plant in Germany.
Our operations are headquartered in Siping, Jilin Province, PRC. Our primary Chinese operating subsidiaries are Siping Juyuan and Beijing Juyuan.
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Second Quarter Financial Performance Highlights
The following summarizes certain key financial information for the second quarter of 2014:
Sales revenue: Sales revenue increased by $1.80 million, or 16.47%, to $12.71 million for the three months ended June 30, 2014, from $10.91 million for the same period in 2013.
Gross profit: Gross profit increased by $0.75 million, or 18.73 %, to $4.76 million for the three months ended June 30, 2014, from $4.01 million for the same period in 2013. As a percentage of sales revenue, gross profit increased by 0.72% to 37.48% for the three months ended June 30, 2014, from 36.77% for the same period in 2013.
Net income attributable to stockholders: Net income attributable to our stockholders increased by $0.60 million, or 162.24%, to $0.93 million for the three months ended June 30, 2014, from $0.35 million for the same period in 2013.
Fully diluted net income per share: Fully diluted net income per share was $0.05 for the three months ended June 30, 2014, as compared to $0.02 for the same period in 2013.
Results of Operations
Comparison of Three Months Ended June 30, 2014 and 2013
The following table sets forth key components of our results of operations for the periods indicated.
Three Months Ended June 30, | $ | % | ||||||||||
2014 | 2013 | Change | Change | |||||||||
Sales revenue | $ | 12,709,160 | $ | 10,912,373 | $ | 1,796,787 | 16.47 | |||||
Cost of sales | (7,945,244 | ) | (6,900,145 | ) | (1,045,099 | ) | 15.15 | |||||
Gross profit | 4,763,916 | 4,012,228 | 751,688 | 18.73 | ||||||||
Operating expenses: | ||||||||||||
Administrative expenses | 1,480,830 | 1,473,514 | 7,316 | 0.50 | ||||||||
Research and development expenses | 1,340,425 | 425,290 | 915,135 | 215.18 | ||||||||
Selling expenses | 1,130,316 | 1,455,038 | (324,722 | ) | 22.32 | |||||||
Total operating expenses | 3,951,571 | 3,353,842 | 597,729 | 17.82 | ||||||||
Income from operations | 812,345 | 658,386 | 153,959 | 23.38 | ||||||||
Interest income | 1,804 | 5,181 | (3,377 | ) | (65.18 | ) | ||||||
Other income | 175,055 | 161,697 | 13,358 | 8.26 | ||||||||
Finance costs | (47,702 | ) | (216,884 | ) | 169,182 | (78.01 | ) | |||||
Other expense | (457 | ) | (39 | ) | (418 | ) | 1071.79 | |||||
Income before income taxes and noncontrolling | 941,045 | |||||||||||
interests | 608,341 | 332,704 | 54.69 | |||||||||
Income taxes | (12,779 | ) | (223,088 | ) | 210,309 | (94.27 | ) | |||||
Net income before noncontrolling interests | 928,266 | 385,253 | 543,013 | 140.95 | ||||||||
Net loss attributable to noncontrolling interests | - | (31,273 | ) | 31,273 | (100.00 | ) | ||||||
Net income attributable to THT common stockholders | $ | 928,266 | $ | 353,980 | $ | 574,286 | 162.24 |
Sales revenue. Our sales revenue is generated from sales of heat exchange products. Sales revenue increased by $1.80 million, or 16.47%, to $12.71 million for the three months ended June 30, 2014, from $10.91 million for the same period in 2013. Our sales volume in the three months ended June 30, 2014 amounted to 617 units, an increase of 18 units, from 599 units for the same period in 2013. Such increase was mainly due to the increased sales revenue from plate heat exchangers and heat change units in the 2014 period as compared with the 2013 period. Sales revenue from plate heat exchangers increased by $0.33 million, or 8.33%, to $4.27 million for the three months ended June 30, 2014, from $3.94 million for the same period in 2013. Sales from heat change units increased $0.16 million, or 5.69%, to $2.92 million for the three months ended June 30, 2014, from $2.77 million for the same period in 2013. The increase was a result of increased demand for our products and economy recovery in China in the first half of 2014 compared with previous years.
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The following table shows our sales revenue by product for the three months ended June 30, 2014 and 2013:
Three Months Ended June 30, | ||||||||||||
2014 | 2013 | |||||||||||
$ | % | $ | % | |||||||||
Plate heat exchanger | $ | 4,266,484 | 33.57 | $ | 3,938,396 | 36.09 | ||||||
Heat exchange unit | 2,922,955 | 22.99 | 2,765,558 | 25.34 | ||||||||
Air-cooled heat exchanger | 389,645 | 3.07 | 762,536 | 6.99 | ||||||||
Shell-and-tube heat exchanger | 1,091,374 | 8.59 | 1,321,108 | 12.11 | ||||||||
Others | 4,038,702 | 31.78 | 2,124,775 | 19.47 | ||||||||
TOTAL | $ | 12,709,160 | 100 | $ | 10,912,373 | 100 |
Cost of sales. Our cost of sales is primarily comprised of the costs of our raw materials, labor and factory overhead. Our cost of sales increased by $1.05 million, or 15.15%, to $7.95 million for the three months ended June 30, 2014, from $6.90 million for the three months ended June 30, 2013. The increase in the cost of sales was generally in line with the increase in our sales revenue. Cost of sales as a percentage of sales revenue were 62.52% and 63.23% for the three months ended June 30, 2014 and 2013, respectively, a decrease of 0.71 percentage points. The decrease was mainly attributable to the decrease in the labor costs and raw material costs in the second quarter in 2014.
Gross profit. Our gross profit is equal to the difference between our sales revenue and our cost of sales. Our gross profit increased by $0.75 million, or 18.73%, to $4.76 million for the three months ended June 30, 2014, from $4.01 million for the same period in 2013. The increase in our gross profit was mainly attributable to increased sales revenue from plate heat exchangers and heat change units. The average unit selling price of our products increased 13.07% in the three months ended June 30, 2014 in comparison with the same period in 2013. Gross profit margin for the three months ended June 30, 2014 increased to 37.48% from 36.77% for the same period in 2013. The increase in our gross profit margin was mainly attributable to the decrease in labor costs and raw material costs as noted above.
Administrative expenses. Our administrative expenses consist of the costs associated with staff and support personnel who manage our business activities. Our administrative expenses increased by $0.01 million, or 0.50%, to $1.48 million for the three months ended June 30, 2014, from $1.47 million for the same period in 2013. As a percentage of sales revenue, administrative expenses decreased to 11.65% for the three months ended June 30, 2014, as compared to 13.50% for the same period in 2013. The increase in administrative expense was primarily due to overall increase of administrative expenses in every category in the second quarter of 2014.
Research and development expenses. Our research and development expenses consist of the costs associated with research and development personnel and expense in research and development projects. Our research and development expenses increased by $0.92 million, or 215.18%, to $1.34 million for the three months ended June 30, 2014, from $0.43 million for the same period in 2013. The increase in research and development expenses was mainly attributable to our research and development of new products such as Plate air cooler used in TMSR, Plate heat exchanger used in distributed energy resource and Plate evaporator and condenser used in ship generators.
Selling expenses. Our selling expenses include sales commissions, the cost of advertising and promotional materials, salaries and fringe benefits of sales personnel, after-sale support services and other sales-related costs. Our selling expenses decreased by $0.33 million, or 22.32%, to $1.13 million for the three months ended June 30, 2014, from $1.46 million for the same period in 2013. As a percentage of sales revenue, selling expenses decreased to 8.89% for the three months ended June 30, 2014, as compared to 13.33% for the same period in 2013. The decrease was mainly attributable to the decreased transportation costs. Transportation costs decreased by $0.59 million, or 83.30%, to $0.12 million for the six months ended June 30, 2014, from $0.71 million for the same period in 2013.
Income before income taxes. Income before income taxes increased by $0.33 million, or 54.69%, to $0.94 million for the three months ended June 30, 2014, from $0.61 million for the same period in 2013. Such increase was mainly attributable to the increase in our gross profit.
Income taxes. Our income taxes decreased to $0.01 million for the three months ended June 30, 2014, from $0.22 million for the same period in 2013.
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Net income attributable to common stockholders. As a result of the cumulative effect of the foregoing factors, our net income attributable to common stockholders increased by $0.58 million, or 162.24%, to $0.93 million for the three months ended June 30, 2014, from $0.35 million for the same period in 2013. As a percentage of sales revenue, our net income attributable to common stockholders was 7.30% and 3.24% for the three months ended June 30, 2014 and 2013, respectively.
Comparison of Six Months Ended June 30, 2014 and June 30, 2013
The following table sets forth key components of our results of operations for the periods indicated.
Six Months Ended June 30, | $ | % | ||||||||||
2014 | 2013 | Change | Change | |||||||||
Sales revenue |
$ | 20,998,072 | $ | 18,822,808 | $ | 2,175,264 | 11.56 | |||||
Cost of sales |
(13,710,273 | ) | (11,819,982 | ) | 1,890,291 | 15.99 | ||||||
Gross profit |
7,287,799 | 7,002,826 | 284,973 | 4.07 | ||||||||
Operating expenses: |
||||||||||||
Administrative expenses |
2,025,881 | 2,504,628 | (478,747 | ) | (19.11 | ) | ||||||
Research and development expenses |
1,680,499 | 634,076 | 1,046,423 | 165.03 | ||||||||
Selling expenses |
2,100,267 | 2,497,702 | (397,435 | ) | (15.91 | ) | ||||||
Total operating expenses |
5,806,647 | 5,636,406 | 170,241 | 3.02 | ||||||||
Income from operations |
1,481,152 | |||||||||||
|
1,366,420 | 114,732 | 8.40 | |||||||||
Interest income |
6,163 | 14,774 | (8,611 | ) | (58.28 | ) | ||||||
Other income /(expenses) |
399,236 | 292,928 | 106,308 | 36.29 | ||||||||
Finance costs |
(379,160 | ) | (669,307 | ) | (290,147 | ) | 43.35 | |||||
Other expense |
17 | (604 | ) | 621 | (102.81 | ) | ||||||
|
||||||||||||
Income before income taxes and noncontrolling |
1,507,408 | |||||||||||
interests |
1,004,211 | 503,197 | 50.11 | |||||||||
Income taxes |
(97,733 | ) | (283,476 | ) | 185,743 | (65.52 | ) | |||||
Net income before noncontrolling interests |
1,409,675 | 720,735 | 688,940 | 95.59 | ||||||||
Net loss attributable to noncontrolling interests |
- | (53,092 | ) | 53,092 | (100.00 | ) | ||||||
Net income attributable to THT common stockholders |
$ | 1,409,675 | $ | 667,643 | $ | 742,032 | 111.14 |
Sales revenue. Our sales revenue increased by $2.18 million, or 11.56%, to $21.00 million for the six months ended June 30, 2014, from $18.82 million for the same period in 2013. Our sales volume in the six months ended June 30, 2014 amounted to 1,113 units, an increase of 131 units, from 982 units for the same period in 2013. Such increase was mainly due to the increased sales revenue from shell-and-tube heat exchangers and heat change units in the 2014 period as compared with the 2013 period. Sales revenue from shell-and-tube heat exchangers increased by $0.84 million, or 61.38%, to $2.20 million for the six months ended June 30, 2014 from $1.36 million for the same period in 2013. Sales revenue from heat exchange units increased $1.09 million, or 21.59%, to $6.11 million for the six months ended June 30, 2014 from $5.02 million for the same period in 2013. The increase was a result of increased demand for our products and economy recovery of China in the first half of 2014 compared with previous years.
The following table shows our sales revenue by product for the six months ended June 30, 2014 and 2013:
Six Months Ended June 30, | ||||||||||||
2014 | 2013 | |||||||||||
$ | % | $ | % | |||||||||
Plate heat exchanger | $ | 7,135,054 | 33.98 | $ | 7, 713,483 | 40.98 | ||||||
Heat exchange unit | 6,106,172 | 29.08 | 5,022,119 | 26.68 | ||||||||
Air-cooled heat exchanger | 389,645 | 1.86 | 1,463,539 | 7.78 | ||||||||
Shell-and-tube heat exchanger | 2,200,817 | 10.48 | 1,363,779 | 7.24 | ||||||||
Others | 5,166,384 | 24.60 | 3,259,888 | 17.32 | ||||||||
TOTAL | $ | 20,998,072 | 100 | $ | 18,822,808 | 100 |
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Cost of sales. Our cost of sales increased by $1.89 million, or 15.99%, to $13.71 million for the six months ended June 30, 2014, from $11.80 million for the six months ended June 30, 2013. The increase in the cost of sales was generally in line with the increase in our sales revenue. Cost of sales as a percentage of sales revenue were 65.29% and 62.80% for the six months ended June 30, 2014 and 2013, respectively, an increase of 2.49 percentage points. The increase was mainly attributable to the significant increase in labor costs and raw material costs in the first quarter in 2014.
Gross profit. Our gross profit increased by $0.29 million, or 4.07%, to $7.29 million for the six months ended June 30, 2014, from $7.00 million for the same period in 2013. The increase in our gross profit was mainly attributable to increased sales revenue from shell-and-tube heat exchangers and heat change units. The average unit selling price of our products decreased 1.57% in the six months ended June 30, 2014 in comparison with the same period in 2013. Gross profit margin for the six months ended June 30, 2014 dropped to 34.71% from 37.20% for the same period in 2013. The decrease in our gross profit margin was mainly attributable to the increase in labor costs and raw material costs as noted above.
Administrative expenses. Our administrative expenses decreased by $0.48 million, or 19.11%, to $2.03 million for the six months ended June 30, 2014, from $2.50 million for the same period in 2013. As a percentage of sales revenue, administrative expenses decreased to 9.65% for the six months ended June 30, 2014, as compared to 13.31% for the same period in 2013. The decrease in administrative expense was primarily due to the decrease in the allowance for doubtful accounts in the first half of 2014.
Research and development expenses. Our research and development expenses increased by $1.05 million, or 165.03%, to $1.68 million for the six months ended June 30, 2014, from $0.63 million for the same period in 2013. The increase in research and development expenses was mainly attributable to our research and development of new products such as Plate air cooler used in TMSR, Plate heat exchanger used in distributed energy resource and Plate evaporator and condenser used in ship generators in the first half in 2014.
Selling expenses. Our selling expenses decreased by $0.40 million, or 15.91%, to $2.10 million for the six months ended June 30, 2014, from $2.50 million for the same period in 2013. As a percentage of sales revenue, selling expenses increased to 10.00% for the six months ended June 30, 2014, as compared to 13.28% for the same period in 2013. The decrease was mainly attributable to the decreased transportation costs. Transportation costs decreased by $0.59 million, or 71.72%, to $0.23 million for the six months ended June 30, 2014, from $0.82 million for the same period in 2013.
Income before income taxes. Income before income taxes increased by $0.50 million, or 50.11%, to $1.51 million for the six months ended June 30, 2014, from $1.00 million for the same period in 2013. Such increase was mainly attributable to increased gross profit.
Income taxes. Our income taxes decreased to $0.10 million for the six months ended June 30, 2014, from $0.28 million for the same period in 2013.
Net income attributable to common stockholders. As a result of the cumulative effect of the foregoing factors, our net income attributable to common stockholders increased by $0.74 million, or 111.14%, to $1.41 million for the six months ended June 30, 2014, from $0.67 million for the same period in 2013. As a percentage of sales revenue, our net income attributable to common stockholders was 6.71% and 3.55% for the six months ended June 30, 2014 and 2013, respectively.
Liquidity and Capital Resources
As of June 30, 2014, we had cash and cash equivalents of $2.38 million, primarily consisting of cash on hand and demand deposits. We can use our land as collateral to borrow approximately $4.76 million. In addition, we have an approximately $32.13 million credit line from Bank of Communications. We anticipate that cash on hand and borrowing capacity under our bank loans will be sufficient to satisfy our ongoing obligations.
We believe our allowance for doubtful accounts is appropriate. We have an installment payment arrangement with our customers. Chinas tightened credit policy led to delayed payments and delayed delivery schedules by our customers, which in turn caused us to increase our allowance for doubtful accounts from a reversal of allowance of $0.20 million in the six months ended June 30, 2013 to $0.27 million in the same period in 2014. To control inflation after a massive stimulus plan, the Chinese government tightened its credit policy. As a result, state-owned banks limited their lending to large state-owned corporations and privately held companies continue to have difficulty accessing capital. Most of our customers have been affected by the tightened credit policy and have limited access to capital. The Company records an allowance for doubtful accounts at a rate of 25% for receivables aged between 1 to 2 years, 50% for receivables aged between 2 to 3 years and 100% for receivables aged over 3 years.
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Our allowance of obsolete inventory is also appropriate because we purchase raw materials after we receive purchase orders. Although our customers may delay their payment or delivery schedules, which increase our inventories, they do not cancel their orders so as to cause us to classify the delayed inventories as obsolete inventories.
We expect that the trend of delayed customer payments and delayed delivery schedules will continue in the future. We have been taking the following measures to mitigate the situation: 1) send the collection letters or call the customers to request payment; 2) appoint specialists to visit our customers to collect payment; 3) file law suits.
PRC legal restrictions permit payments of dividends by our PRC subsidiaries only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiaries are also required under PRC laws and regulations to allocate at least 10% of their annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amounts in said fund reaches 50% of our registered capital. Allocations to these statutory reserve funds can only be used for specific purposes and are not transferable to us in the form of loans, advances, or cash dividends. Given that the Company and the PRC subsidiaries do not intend to pay dividends for the foreseeable future, we consider the impact of restrictions on our liquidity, financial condition and results of operations is not significant.
The following table provides a summary of our net cash flows from operating, investing, and financing activities.
Cash Flow
Six Months Ended June 30, | ||||||
2014 | 2013 | |||||
Net cash provided by (used in) operating activities |
$ | 1,593,992 | $ | (4,498,851 | ) | |
Net cash provided by investing activities |
582,609 | 59,730 | ||||
Net cash used in financing activities |
(8,876,362 | ) | (4,328,440 | ) | ||
Effects of exchange rate change in cash |
1,465 | 101,958 | ||||
Net decrease in cash and cash equivalents |
(6,698,296 | ) | (8,665,603 | ) | ||
Cash and cash equivalents at beginning of the period |
9,082,137 | 10,703,199 | ||||
Cash and cash equivalent at end of the period |
$ | 2,383,841 | $ | 2,037,596 |
Operating Activities
Net cash provided by operating activities was $1.59 million for the six months ended June 30, 2014, compared with $4.50 million used in operating activities for the same period in 2013. The decrease in net cash used in operating activities was mainly attributable to less payments made to acquire inventories, less payments made for other payable and accrued expenses, and less increase of other receivable, prepayments and deposits, offset by more payments made for trade payable, more increase in bill payable, and less decrease in trade receivables.
Investing Activities
Net cash provided by investing activities was $0.58 million for the six months ended June 30, 2014, compared with $0.06 million used in investing activities for the same period in 2013. The increases of cash provided by investing activities were mainly attributable to decreased restricted cash offset by more cash used in the purchase of equipment during the six months ended June 30, 2014.
Financing Activities
Net cash used in financing activities was $8.88 million for the six months ended June 30, 2014, compared with $4.33 million for the same period in 2013. The increase in net cash used in financing activities resulted from more net payments to bank loans for the six months ended June 30, 2014 compared to the same period last year.
8
Capital Expenditures
Our capital expenditures were used primarily for the purchase of equipment to expand our production capacity. The table below sets forth the breakdown of our capital expenditures by use for the periods indicated.
Six Months Ended June 30, | ||||||
2014 | 2013 | |||||
Construction costs | $ | 48,331 | $ | - | ||
Purchase of equipment | 197,863 | 83,184 | ||||
Prepayment for land use right | - | |||||
Total capital expenditures | $ | 246,194 | $ | 83,184 |
We estimate that our total capital expenditures in fiscal year 2014 will reach approximately $3.00 million to buy the equipment for necessary products used in the nuclear power industry.
Seasonality
Our operating results and operating cash flows historically have been subject to seasonal variations. Our revenues usually increase over each quarter of the calendar year with the first quarter usually the slowest quarter because fewer projects are undertaken during and around the Chinese spring festival.
Inflation
Inflation and changing prices have not had a material effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in the Chinese economy and our industry and continually maintain effective cost controls in operations.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.
Critical Accounting Policies
Critical accounting policies are those we believe are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. See Note 3 to our unaudited condensed consolidated financial statements included elsewhere in this report.
Recent Accounting Pronouncements
See Note 3 to our unaudited condensed consolidated financial statements included elsewhere in this report.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Not Applicable.
ITEM 4. | CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
9
As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer, Mr. Guohong Zhao, and Interim Chief Financial Officer, Mr. Zhigang Xu, of the effectiveness of the design and operation of our disclosure controls and procedures, as of June 30, 2014. Based upon, and as of the date of this evaluation, Messrs. Zhao and Xu determined that because of the material weaknesses described in Item 9A Controls and Procedures of our Annual Report on Form 10-K for the year ended December 31, 2013, which we are still in the process of remediating as of June 30, 2014, our disclosure controls and procedures were not effective. Investors are directed to Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2013 for the description of these weaknesses.
Changes in Internal Control over Financial Reporting
We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
During its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2012, our management identified material weakness related to our lack of: (1) sufficient and adequately trained accounting and finance personnel; (2) qualified resources to perform the internal audit functions properly; and (3) an internal audit department which renders ineffective our ability to prevent and detect control lapses and errors in the accounting of certain key areas. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013, our management has identified the steps necessary to address the material weaknesses, and in the second quarter of 2014, we continued to implement these remedial procedures.
Other than in connection with the implementation of the remedial measures described above, there were no changes in our internal controls over financial reporting during the second quarter of 2014 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. |
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, cash flows, financial condition or operating results.
ITEM 1A. | RISK FACTORS. |
Not applicable.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None.
ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
ITEM 5. | OTHER INFORMATION. |
We have no information to disclose that was required to be in a report on Form 8-K during the second quarter of 2014, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
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ITEM 6. | EXHIBITS. |
The list of exhibits in the Exhibit Index to this report is incorporated herein by reference.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 14, 2014 | THT HEAT TRANSFER TECHNOLOGY, INC. | |
By: | /s/ Guohong Zhao | |
Guohong Zhao, Chief Executive Officer | ||
(Principal Executive Officer) | ||
By: | /s/ Zhigang Xu | |
Zhigang Xu, Interim Chief Financial Officer | ||
(Principal Financial Officer and
Principal Accounting Officer) |
EXHIBIT INDEX
Exhibit 31.1
CERTIFICATIONS
I, Guohong Zhao, certify that: | ||
1. | I have reviewed this quarterly report on Form 10-Q of THT Heat Transfer Technology, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and | |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): | |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 14, 2014
/s/ Guohong Zhao
Guohong Zhao
Chief Executive Officer
(Principal
Executive Officer)
Exhibit 31.2
CERTIFICATIONS
I, Zhigang Xu, certify that: | ||
1. |
I have reviewed this quarterly report on Form 10-Q of THT Heat Transfer Technology, Inc.; | |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and | |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): | |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 14, 2014
/s/ Zhigang Xu
Zhigang Xu
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Guohong Zhao, the Chief Executive Officer of THT HEAT TRANSFER TECHNOLOGY, INC. (the Company), DOES HEREBY CERTIFY that: | |
1. | The Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (the Report), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and |
2. | Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
IN WITNESS WHEREOF, each of the undersigned has executed this statement this 14th day of August, 2014. |
/s/ Guohong Zhao | |
Guohong Zhao | |
Chief Executive Officer | |
(Principal Executive Officer) |
A signed original of this written statement required by Section 906 has been provided to THT Heat Transfer Technology, Inc. and will be retained by THT Heat Transfer Technology, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Zhigang Xu, the Chief Financial Officer of THT HEAT TRANSFER TECHNOLOGY, INC. (the Company), DOES HEREBY CERTIFY that: | |
1. | The Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (the Report), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and |
2. | Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
IN WITNESS WHEREOF, each of the undersigned has executed this statement this 14th day of August, 2014.
/s/ Zhigang Xu | |
Zhigang Xu | |
Interim Chief Financial Officer | |
(Principal Financial Officer) |
A signed original of this written statement required by Section 906 has been provided to THT Heat Transfer Technology, Inc. and will be retained by THT Heat Transfer Technology, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Schedule of Assets Used to Secure Long-Term Loans (Details) (USD $)
|
6 Months Ended |
---|---|
Jun. 30, 2014
|
|
Long-term Loans Schedule Of Assets Used To Secure Long-term Loans 1 | $ 0 |
Long-term Loans Schedule Of Assets Used To Secure Long-term Loans 2 | 3,600,419 |
Long-term Loans Schedule Of Assets Used To Secure Long-term Loans 3 | 0 |
Long-term Loans Schedule Of Assets Used To Secure Long-term Loans 4 | $ 3,600,419 |
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