6-K 1 cntc2002q3.htm QUARTERLY REPORT Converted by FileMerlin

FORM 6-K


SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20509


Report of Foreign Issuer


Pursuant to Rule 13a – 16 or 15d – 16 of

The Securities Exchange Act of 1934


For November 28, 2002





CHAI-NA-TA CORP.

5965 205A Street

Langley, British Columbia

V3A 8C4




Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F


Form 20-F – [X]     Form 40-F – [  ]




REPORT



This Form 6-K consists of:


Our news release dated November 28, 2002, titled “Chai-Na-Ta Reports 2002 Third Quarter Results”

Our MD&A for the 2002 Q3 Financial Statements.

Our 2002 Q3 Financial Statements



SIGNATURE



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.




CHAI-NA-TA CORP.


SIGNED “WILMAN WONG”


Wilman Wong

Chief Financial Officer/Corporate Secretary



FOR IMMEDIATE RELEASE



Chai-Na-Ta Corp. Reports 2002 Third Quarter Results


LANGLEY, BRITISH COLUMBIA - November 28, 2002-Chai-Na-Ta Corp. (TSX: "CC"; OTCBB: "CCCFF") today reported its financial results for the third quarter ended September 30, 2002.


Revenue fell to $3.8 million in the 2002 third quarter from $4.4 million in the comparable 2001 period. The net loss in the three months ended September 30, 2002 increased to $249,000 ($0.02 per share) from 217,000 ($0.02 per share) in the prior year period.


During the first nine months of 2002, revenue rose to $12.7 million from $12.2 million in the nine months ended September 30, 2001. The net loss was $350,000 in the 2002 period ($0.02 per share) compared to a net loss of $312,000 ($0.02 per share) in the first nine months of 2001.


The Company recorded a negative gross margin of 1% in the 2002 third quarter compared to a gross profit margin of 10% in the three months ended September 30, 2001. The gross margin was 5% for the first nine months of 2002 compared to 18% in the comparable 2001 period. The decline was due mainly to rust, which reduced the price of lower grade root from the 2001 British Columbia harvest. Rust is primarily an aesthetic problem that influences prices.


"We began our 2002 fall harvest in October, and we anticipate a good crop in British Columbia with only minor yield loss in Ontario, due to an unprecedented series of frosts in mid-May that affected the entire industry," said William Zen, Chairman and Chief Executive Officer. “We expect that ginseng root prices will trend upward over the next couple of years.”


“With 1,283 acres currently under cultivation, Chai-Na-Ta remains the market leader in ginseng farming. We intend to continue to demonstrate our ability to reduce costs, increase efficiency and maximize production through a balanced planting strategy in Ontario and British Columbia that will enhance the growth and stability of our business,” Mr. Zen added. "Moreover, we are on track to achieve our forecast of near breakeven results in 2002 and a return to profitability in 2003.”


Selling, general and administrative expenses decreased to $345,000 (9% of revenue) in the 2002 third quarter from $643,000 (15% of revenue) in the same period last year. During the nine months ended September 30, 2002, SG&A fell to $1.3 million (10% of revenue) from $2.3 million (19% of revenue) in the comparable 2001 period.


Interest and financing charges for the nine months ended September 30, 2002 were about 85% lower than in the same period last year, as bank borrowings declined due to cash flow improvement.


The Company's net cash position at September 30, 2002 rose sharply to $1.4 million from $437,000 as at December 31, 2001, largely reflecting net proceeds from the disposition of subsidiaries, together with revenue in excess of short-term borrowings repayment and operating costs.


Chai-Na-Ta Corp., based in Langley, British Columbia, is the world's largest supplier of North American ginseng. The Company farms, processes and distributes North American ginseng as bulk root, and supplies processed extract powder for the manufacture of value-added ginseng-based products.


This news release contains forward-looking statements that reflect the Company's expectations regarding future events. These forward-looking statements involve risks and uncertainties, and actual events could differ materially from those projected. Such risks and uncertainties include, but are not limited to, the success of the Company's ongoing research programs, general business conditions, and other risks as outlined in the Company's periodic filings, Annual Report, and Form 20-F.


-30-


FOR FURTHER INFORMATION PLEASE CONTACT:


Chai-Na-Ta Corp.

Wilman Wong

Chief Financial Officer/Corporate Secretary

(604) 533-8883 or Toll Free: 1-800-406-7668

(604) 533-8891  (FAX)

E-mail: info@chainata.com

Website: www.chainata.com



Management’s Discussion and Analysis

FOR THE NINE-MONTH PERIOD ENDING SEPTEMBER 30, 2002


The following discussion and analysis should be read in conjunction with the unaudited interim consolidated financial statements of the Company and notes thereto. Amounts are expressed in Canadian dollars, unless otherwise specified.


Operating Results

For the three months ended September 30, 2002, revenue decreased 13% to $3.8 million from $4.4 million for the same period last year. However, for the nine months ended September 30, 2002, revenue increased 4% to $12.7 million from $12.2 million for the same period last year. Over 90% of the 2001 harvest root were sold as at September 30, 2002.  


The Company recorded a negative gross margin of 1% in the third quarter of 2002 compared to a gross profit margin of 10% in the third quarter of 2001. For the nine months ended September 30, 2002 the Company recorded a gross margin of 5%, as compared to a gross margin of 18% for the nine months ended September 30, 2001. The percentage decline in gross margin is mainly due to the 2001 harvest in British Columbia being hard hit by rust that reduced the prices of lower grade root.


For the three months ended September 30, 2002, selling, general and administrative expenses were $0.3 million, or 9% of revenue, compared to $0.6 million, or 15% of revenue, for the same period last year. Continuous effort has been made to keep expenses to a minimum. As a result, selling, general and administrative expenses were $1.3 million, or 10% of revenue for the nine months ended September 30, 2002, compared to $2.3 million, or 19% of revenue for the same period last year.


Interest and financing charges for the nine months ended September 30, 2002 were about 85% lower than that for the same period last year. The decline is directly related to the reduction in bank borrowings as a result of cash flow improvement.


Other income for the nine months ended September 30, 2002 included a gain of $0.02 million on the disposition of subsidiaries, interest income, foreign exchange gain and other miscellaneous items.


The net loss was $0.2 million ($0.02 per share) and $0.4 million ($0.02 per share) for the three months and nine months ended September 30, 2002, respectively. In comparison, net loss was $0.2 million ($0.02 per share) and $0.3 million ($0.02 per share) for the corresponding period last year.


Financial Position and Liquidity

The cash surplus from operations was $0.4 million for the three months ended September 30, 2002, compared to a surplus of $1.4 million for the same period in 2001. The cash surplus from operations was $4.5 million for the nine months ended September 30, 2002, compared to a surplus of $4.1 million for the same period in 2001.


The Company’s cash and cash equivalents balance as at September 30, 2002 was $1.4 million, compared to a balance of $1.8 million as at September 30, 2001.


The Company’s net cash position as at September 30, 2002 was $1.4 million, compared to $0.4 million as at December 31, 2001. This increase of $1 million was mainly due to the net proceeds on the disposition of subsidiaries and the excess of revenue over the repayments of short-term borrowings and payments of operating activities.


The working capital position of the Company as at September 30, 2002 was a surplus of $5.4 million, compared to a surplus of $10.0 million as at December 31, 2001. The reduction was mainly used to finance the increase in non-current ginseng crops.


Current and non-current crop costs totaled $25.0 million at September 30, 2002, an increase of $5.2 million during the nine months ended September 30, 2002 as compared to $19.8 million at December 31, 2001.


Risks and Uncertainties

The Company has not had any significant changes to its risks and uncertainties from those that were disclosed in the Company’s fiscal 2001 Management’s Discussion and Analysis.


Outlook

With 1,283 acres currently under cultivation, the Company remains the market leader in ginseng farming and will continue its target of reducing costs, increasing efficiency and maximizing production. The Company will also continue its balanced planting strategy in both Ontario and British Columbia growing regions and believes this will enhance the growth and stability of its business.


Forward-Looking Statements

As a cautionary note, this MD&A contains forward-looking statements that reflect the Company's expectations regarding future events. Since forward-looking statements address future events and conditions by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements, by reasons of factors such as future changes in root prices.  



CHAI-NA-TA CORP.

  

Consolidated Balance Sheets

  
   
 

 September 30

 December 31

In thousands of

 2002

2001

Canadian dollars

(Unaudited)

(Audited)

 

 $

$

ASSETS

  

Current assets

  

  Cash and cash equivalents

 1,439

 2,087

  Accounts receivable

 69

 241

  Inventory

 639

 10,746

  Ginseng crops

 8,103

 8,099

  Prepaid expenses and other assets

 105

 147

 

 10,355

 21,320

Ginseng crops

 16,941

 11,713

Capital assets

 6,671

 8,095

 

 33,967

 41,128

   

LIABILITIES

  

Current  liabilities

  

  Line of credit

 -   

 1,650

  Short-term borrowings

 3,592

 6,424

  Accounts payable and accrued liabilities

 1,118

 1,304

  Customer deposits

 -   

 1,356

  Current portion of long-term debt

 216

 573

 

 4,926

 11,307

Long-term debt

 30

 147

Other liabilities

 -   

 -   

Capital due to co-venturer

 -   

 -   

Future income taxes

 1,191

 1,462

 

 6,147

 12,916

SHAREHOLDERS' EQUITY

  

  Share capital

 38,200

 38,200

  Equity component of convertible

  

    debt and warrants

 -   

 -   

  Cumulative translation adjustments

 (99)

 (57)

  Deficit

 (10,281)

 (9,931)

 

 27,820

 28,212

 

 33,967

 41,128

On behalf of the Board:

  
   

"William Zen"

"Steven Hsieh"

 
   

 William Zen

Steven T.M. Hsieh

 Director  

Director

 




CHAI-NA-TA CORP.

    

Consolidated Statements of Deficit

   
     

Unaudited

 Three months ended

Nine months ended

in thousands of

September 30

September 30

September 30

September 30

Canadian dollars

2002

2001

2002

2001

 

$

$

$

$

Balance, beginning of period

 (10,032)

 (7,869)

 (9,931)

 (7,774)

     

Net loss for the period

 (249)

 (217)

 (350)

 (312)

Balance, end of period

 (10,281)

 (8,086)

 (10,281)

 (8,086)



CHAI-NA-TA CORP.

    

Consolidated Statements of Operations

   
     

Unaudited

 Three months ended

Nine months ended

in thousands of

September 30

September 30

September 30

September 30

Canadian dollars

2002

2001

2002

2001

 

$

$

$

$

Revenue

 3,835

 4,429

 12,689

 12,225

Cost of goods sold

 3,860

 3,988

 12,086

 10,082

 

 (25)

 441

 603

 2,143

     
     

Selling, general, and

    

  administrative expenses

 345

 643

 1,278

 2,314

Interest on short-term debt

 7

 22

 20

 131

 

 352

 665

 1,298

 2,445

Operating loss

 (377)

 (224)

 (695)

 (302)

     

Other income (loss)

 38

 7

 74

 (10)

Non-controlling interests

 -   

 -   

 -   

 -   

Loss before taxes

 (339)

 (217)

 (621)

 (312)

Provision for income taxes

 90

 -   

 271

 -   

     

NET LOSS FOR THE PERIOD

 (249)

 (217)

 (350)

 (312)

     

Basic loss per share

($0.02)

($0.02)

($0.02)

($0.02)

Fully diluted loss per share

($0.02)

($0.02)

($0.02)

($0.02)

     

Weighted average number of shares used to calculate basic loss per share

 14,264,508

 14,264,508

 14,264,508

 14,264,508

     

Weighted average number of shares used to calculate fully diluted loss per share

 14,264,508

 14,264,508

 14,264,508

 14,264,508




CHAI-NA-TA CORP.

    

Consolidated Statements of Cash Flows

   
     
     

Unaudited

 Three months ended

Nine months ended

in thousand of

September 30

September 30

September 30

September 30

Canadian dollars

2002

2001

 

2001

 

$

$

 $

 $

OPERATING ACTIVITIES

    

  Net loss for the period

 (249)

 (217)

 (350)

 (312)

     

Items not affecting cash

    

    Depreciation and amortization

 19

 13

 58

 60

    Gain on disposition of subsidiaries    (Note 6)

 -   

 -   

 (20)

 -   

    Future income taxes

 (90)

 -   

 (271)

 -   

Net loss after items not affecting cash

 (320)

 (204)

 (583)

 (252)

     

Changes in non-cash operating assets

    

    and liabilities (Note 4)

 2,709

 4,093

 9,161

 9,191

Changes in non-current cash crop costs

 (2,008)

 (2,453)

 (4,076)

 (4,805)

 

 381

 1,436

 4,502

 4,134

FINANCING ACTIVITIES

    

  Line of credit

 -   

 (540)

 (1,650)

 (390)

  Short-term borrowings

 -   

 451

 (2,982)

 682

  Repayment of long term debt

 (33)

 16

 (474)

 (2,857)

 

 (33)

 (73)

 (5,106)

 (2,565)

INVESTING ACTIVITIES

    

  Net proceeds from disposition of  subsidiaries (Note 6)

 -   

 -   

 459

 -   

  Purchase of capital assets, net

 (70)

 (250)

 (480)

 (411)

 

 (70)

 (250)

 (21)

 (411)

EFFECT OF EXCHANGE RATE CHANGES

    

 ON CASH AND CASH EQUIVALENTS

 6

 8

 (23)

 11

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 284

 1,121

 (648)

 1,169

 

    

CASH AND CASH EQUIVALENTS

    

  BEGINNING OF THE PERIOD

 1,155

 657

 2,087

 609

CASH AND CASH EQUIVALENTS

    

  END OF THE PERIOD

 1,439

 1,778

 1,439

 1,778

Represented by:

    

 Cash

 1,079

 1,518

 1,079

 1,518

 Term deposits

 360

 260

 360

 260

 

 1,439

 1,778

 1,439

 1,778

     


CHAI-NA-TA CORP.

Notes to the Interim Consolidated Financial Statements


1.  Summary of significant accounting policies

a)

Interim financial statements

These consolidated financial statements have been prepared in accordance with the Canadian Institute of Chartered Accountants’ (“CICA”) recommendations for the preparation of interim financial statements. Certain information and note disclosures normally included in the Company’s annual consolidated financial statements are not presented. These interim consolidated financial statements and notes should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2001.  These interim consolidated financial statements are not necessarily indicative of the results to be expected for the year ending December 31, 2002.

b)

Use of estimates

The presentation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and other disclosures as at the end of or during the reporting periods.  Significant estimates are used for, but not limited to, the accounting for doubtful accounts, net realizable value of assets, future income taxes and contingencies.  Actual results may differ from those estimates.

c)

These interim consolidated financial statements follow the same accounting policies and methods of their application as the Company’s most recent annual consolidated financial statements except for the changes in accounting principles for the valuation of goodwill and other intangible assets and stock-based compensation described below.


Goodwill and other intangible assets


Effective January 1, 2002, the Company adopted, on  a prospective basis, the new recommendations of the Canadian Institute of Chartered Accountants (the “CICA”) with respect to the valuation of goodwill and other intangible assets.  Under the new recommendations, goodwill and intangible assets with an indefinite life will no longer be amortized, but will be tested for impairment at least on an annual basis.  Intangible assets with definite lives will continue to be amortized over their useful lives and tested for impairment when conditions indicate the carrying value may not be recoverable in its entirety.  For the nine-month and three-month periods ended September 30, 2002, application of the new recommendations had no impact on net income.


Stock-based compensation


The Company has adopted the recommendations of the CICA with respect to stock-based compensation and other stock-based payments effective January 1, 2002.  This section establishes standards for recognition, measurement and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services.  The standard requires that all stock-based awards made to non-employees be measured and recognized using a fair value based method.  The standard encourages the use of a fair value based method for all awards granted to employees, but only requires application of specified accounting methods to direct awards of stock, stock appreciation rights and awards that call for settlement in cash or other assets.  If an alternative other than the fair value based method is used, pro-forma fair value based information must be disclosed.


The Company does not have any plans which result in the direct award of stock, stock appreciation rights and awards that call for settlement in cash or other assets and will continue to use the intrinsic value based method to account for stock based transactions with employees.  For the nine-month and three-month period ended September 30, 2002, the Company’s net income and loss per share would not have been significantly impacted had compensation cost for the Company’s stock-based compensation plan been determined under the fair value based method of accounting.  The Company has not included those options outstanding at the date of adoption in its assessment of the pro-forma impact of adopting this standard.


2.

Earnings (loss) per common share


Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution of common shares by including other common shares equivalents in the weighted average number of common shares outstanding for a period, if dilutive. Common share equivalents consist of convertible preferred shares and the incremental number of shares issuable upon the exercise of stock options and share purchase warrants.


 

Net loss

Number of shares

 

Unaudited

in thousands

in thousands

Loss

Three months ended

(numerator)

(denominator)

per share

 

$

 

$

September 30, 2002

   

Basic

 (249)

 14,265

 (0.02)

Effect of common share equivalents

 -   

 -   

 -   

Diluted

 (249)

 14,265

 (0.02)

    

September 30, 2001

   

Basic

 (217)

 14,265

 (0.02)

Effect of common share equivalents

 -   

 -   

 -   

Diluted

 (217)

 14,265

 (0.02)

    
    
 

Net loss

Number of shares

 

Unaudited

in thousands

in thousands

Loss

Nine months ended

(numerator)

(denominator)

per share

 

$

 

$

September 30, 2002

   

Basic

 (350)

 14,265

 (0.02)

Effect of common share equivalents

 -   

 -   

 -   

Diluted

 (350)

 14,265

 (0.02)

    

September 30, 2001

   

Basic

 (312)

 14,265

 (0.02)

Effect of common share equivalents

 -   

 -   

 -   

Diluted

 (312)

 14,265

 (0.02)

    

At September 30, 2002 there were 20,399,149 convertible preferred shares and 10,000 stock options outstanding that could potentially dilute basic earnings per share in the future, but were not included in the computation of diluted earnings per share because the effects would have been anti-dilutive.


3.  Share capital

  
   

Unaudited

Number of

 

In thousands

Shares

Amount

  

$

Common Shares

  

As at December 31, 2001 and September 30, 2002

 14,265

 24,321

   

Preferred Shares

  

As at December 31, 2001 and September 30, 2002

 20,399

 13,879

  

 38,200


   

4.  Changes in non-cash operating items

  
   

Unaudited

 Three months ended

in thousands of

September 30

September 30

Canadian dollars

2002

2001

 

$

$

Accounts receivable

 (17)

 189

Inventory

 3,749

 3,962

Ginseng crops

 (514)

 (220)

Prepaid expenses and other assets

 4

 22

Accounts payable

 (5)

 140

Customer deposits

 (508)

 -   

 

 2,709

 4,093

   
   
   

Unaudited

 Nine months ended

in thousands of

September 30

September 30

Canadian dollars

2002

2001

Accounts receivable

 169

 173

Inventory

 10,066

 9,885

Ginseng crops

 388

 (985)

Prepaid expenses and other assets

 34

 118

Accounts payable

 (140)

 -   

Customer deposits

 (1,356)

 -   

 

 9,161

 9,191

   

5.  Reconciliation of earnings to U.S. GAAP

  
   

Unaudited

 Three months ended

in thousands of

September 30

September 30

Canadian dollars

2002

2001

 

$

 $

Net loss under Canadian GAAP

 (249)

 (217)

Adjustments to reflect GAAP differences:

  

      Accounting for interest

 44

 403

      Financial instruments

 38

 43

Net income (loss) per US GAAP

 (167)

 229

Basic earnings (loss) per share - US GAAP

($0.01)

$0.02

Fully diluted earnings (loss) per share - US GAAP

($0.01)

$0.01

   

Unaudited

 Nine months ended

in thousands of

September 30

September 30

Canadian dollars

2002

2001

 

$

 $

Net loss under Canadian GAAP

 (350)

 (312)

Adjustments to reflect GAAP differences:

  

      Accounting for interest

 705

 841

      Financial instruments

 106

 108

Net income per US GAAP

 461

 637

Basic earnings per share - US GAAP

$0.03

$0.04

Fully diluted earnings per share - US GAAP

$0.01

$0.02

   

Basic earnings per share were diluted by the outstanding convertible preferred shares and stock options as at September 30, 2002, except where such a dilution would be anti-dilutive.

   

6.  Disposition of subsidiaries

  

 

  

During the quarter ended June 30, 2002, the Company disposed of its subsidiary CNT International Wellness Pharmaceutical Limited, including its subsidiary Wuxi CNT Wellness Health Products Technology Ltd., for net cash proceeds of $459,000. The disposition resulted in a gain of $20,000, which is included in Other Income/(Loss) in the Consolidated Statements of Operations.