-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T4u1401fKagy6n1G86j6Ch83LyPnMutkJoBXfZIal4SvX56vmvr4n8EwKHA/95JI tsCR3HjlObJrGf5BqKLf0A== 0001176256-04-000330.txt : 20041117 0001176256-04-000330.hdr.sgml : 20041117 20041116201653 ACCESSION NUMBER: 0001176256-04-000330 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041109 FILED AS OF DATE: 20041117 DATE AS OF CHANGE: 20041116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAI NA TA CORP CENTRAL INDEX KEY: 0000889329 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20386 FILM NUMBER: 041150717 BUSINESS ADDRESS: STREET 1: UNIT 100 STREET 2: 11300 NO. 5 ROAD CITY: RICHMOND STATE: A1 ZIP: V7A 5J7 BUSINESS PHONE: 6042724118 MAIL ADDRESS: STREET 1: UNIT 100 STREET 2: 11300 NO. 5 ROAD CITY: RICHMOND STATE: A1 ZIP: V7A 5J7 FORMER COMPANY: FORMER CONFORMED NAME: CHAI NA TA GINSENG PRODUCTS LTD DATE OF NAME CHANGE: 19960826 6-K 1 form6kforedgar.htm FORM 6-K

FORM 6-K


SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


Report of Foreign Issuer


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

The Securities Exchange Act of 1934


For November, 2004




CHAI-NA-TA CORP.

Unit 100 – 11300 No. 5 Road

Richmond, BC  V7A 5J7


Attachments:


1.

News Release dated November 9, 2004

2.

Interim Consolidated Financial Statements Nine Months Ended September 30, 2004

3.

Management’s Discussion and Analysis

4.

Certificate of Interim Filing During Transition Period – CEO

5.

Certificate of Interim Filing During Transition Period – CFO


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 – [  ]


Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes – [   ] No – [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  82-___________





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”

Date:  November 9, 2004

Wilman Wong

Chief Financial Officer/Corporate Secretary






Chai-Na-Ta Corp.

 

Unit 100 – 11300 No. 5 Road

Richmond, BC

Canada  V7A 5J7

FOR IMMEDIATE RELEASE

 

Toll Free in Canada & USA:

1-800-406-ROOT (7668)

Telephone: (604) 272-4118

Facsimile: (604) 272-4113


 

TSX:  “CC”    OTCBB: “CCCFF”

Web:  www.chainata.com

Chai-Na-Ta Corp. Reports 2004 Third Quarter Results


RICHMOND, BRITISH COLUMBIA – November 9, 2004 – Chai-Na-Ta Corp. (TSX: “CC”; OTCBB: “CCCFF”), the world’s largest supplier of North American ginseng, today announced third quarter 2004 net earnings of $252,000, or $0.01 per basic share, compared to a net loss of $53,000, or $0.00 per basic share, in the quarter ended September 30, 2003.


Revenue rose to $2.7 million in the 2004 third quarter from $0.5 million in the corresponding period last year.


“Ginseng root prices rose to an average $25 a pound for our sales in the first nine months of 2004 from about $17 per pound in the same period last year. Increasing prices, combined with the strength of the Canadian dollar relative to the Hong Kong dollar, have led buyers in China and Hong Kong to postpone purchasing decisions and affected the North American ginseng industry as a whole. Consequently, we now expect that Chai-Na-Ta’s operating income and net earnings in 2004 will be significantly below 2003 levels,” said William Zen, Chairman and Chief Executive Officer.


“However, Chai-Na-Ta will reduce the average selling price of its root in the fourth quarter in order to stimulate sales. Approximately 48% of our 2003 harvest root was sold by September 30, 2004 compared to 100% of the 2002 harvest root at the same time last year. We anticipate selling close to 75% of the 2003 harvest root by year-end 2004. Meanwhile, we continue to expect that our balance sheet will strengthen year over year,” Mr. Zen said.


Gross profit margin was 36% of sales revenue in the 2004 third quarter compared to 71% in the same period last year.


Selling, general and administrative expenses in the quarter ended September 30, 2004 were $0.5 million, compared to $0.4 million in the same period last year.  


In the nine months ended September 30, 2004, revenue fell to $6.3 million from $11.8 million in the same period last year. Gross profit margin rose to 41% of sales revenue in the nine months ended September 30, 2004 from 33% in the first nine months of 2003.


Net earnings in the first nine months of 2004 were $0.7 million, or $0.03 per basic share, compared to net earnings of $1.4 million, or $0.10 per basic share in the corresponding 2003 period. The decrease in net earnings resulted mainly from lower sales volume in the nine months ended September 30, 2004 compared to the same period last year.


The cash deficit from operations was $0.3 million for the nine months ended September 30, 2004 compared to a surplus of $2.6 million in the comparable 2003 period. “This decline resulted mainly from lower revenue period over period. Notwithstanding this challenge, we are confident that our ability to generate cash in the short term through the sale of inventory is sufficient to finance the Company’s operations,” said Mr. Zen.


Net capital expenditures increased to $2.7 million in the first nine months of 2004 from $1.4 million in the same period last year, as the Company pursued its plan to construct new processing facilities in Ontario. The facilities were completed on schedule and are now in operation.


Chai-Na-Ta Corp., based in Richmond, 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 material 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) 272-4118 or (Toll Free) 1-800-406-7668

(604) 272-4113  (FAX)

E-mail:  info@chainata.com

Website: www.chainata.com





         
         
         
         
         

CHAI-NA-TA CORP.

         

Interim Consolidated Financial Statements

Nine-month ended September 30, 2004

         

(Unaudited - Prepared by Management)

         
         
         
         
         
         







CHAI-NA-TA CORP.

    

Consolidated Balance Sheets

(Unaudited)

     

In thousands of

 

 September 30

 

 December 31

Canadian dollars

 

 2004

 

2003

   

 $

 

$

ASSETS

    

Current assets

    

  Cash and cash equivalents

 

652

 

506

  Accounts receivable and other receivables

 

             776

 

                2,907

  Inventory

 

           5,827

 

             9,041

  Ginseng crops

 

       5,735

 

             4,916

  Prepaid expenses and other assets

 

             116

 

                  67

   

       13,106

 

           17,437

Ginseng crops

 

     19,244

 

           11,732

Property, plant and equipment (net of accumulated

 

        

 

 

  depreciation) 

 

 

     8,679

 

6,950

   

41,029

 

36,119

LIABILITIES

    

Current liabilities

    

  Bank overdraft

 

852   

 

-

  Bank indebtedness

 

4,060

 

1,790

  Accounts payable and accrued liabilities

 

           782

 

                458

  Customer deposits

 

404   

 

388

  Current portion of long-term debt

 

             112

 

                40

   

           6,210

 

2,676

Long-term debt

 

            248

 

                  86

Future income taxes

 

       2,630

 

            2,185

 

 

 

       9,088

 

4,947

SHAREHOLDERS' EQUITY

    

  Share capital

 

     38,246

 

           38,200

  Contributed surplus

 

338

 

-

  Cumulative translation adjustments

 

22

 

                 18

  Deficit

 

 

     (6,665)

 

            (7,046)

 

 

 

     31,941

 

           31,172

 

 

 

     41,029

 

           36,119

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

 

2004

 

2003

 

2004

 

2003

  

$

 

$

 

$

 

$

Balance, beginning of period

 

(6,917)

 

  (8,169)

 

  (7,046)

 

  (9,597)

         

Change in accounting policy for stock

        

  based compensation (Note 1b)

 

-

 

-

 

(359)

 

-

         

Net earnings (loss) for the period

 

252

 

    (53)

 

  740

 

    1,375

Balance, end of period

 

  (6,665)

 

   (8,222)

 

   (6,665)

 

 (8,222)

         
         






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 (except per share amounts)

 

2004

 

2003

 

2004

 

2003

  

$

 

$

 

$

 

$

Revenue

 

  2,682

 

    485

 

   6,346

 

 11,781

Cost of goods sold

 

  1,729

 

        142

 

   3,769

 

    7,857

 

 

  953

 

     343

 

   2,577

 

     3,924

Selling, general, and

        

  administrative expenses

 

516

 

        376

 

  1,359

 

     1,265

Interest on short-term debt

 

   28   

 

-

 

    42   

 

      -

Writedown of crop costs

 

     -   

 

       -   

 

  -

 

      1,000   

  

   544

 

   376

 

   1,401

 

    2,265

Operating income (loss)

 

409

 

    (33)

 

   1,176

 

    (1,659)

         

Other income (loss)

 

  26

 

    (6)

 

    9

 

       30

Income (loss) before taxes

 

435

 

   (39)

 

  1,185

 

    1,689

Provision for income taxes

 

183

 

      14

 

   445

 

314

         

NET EARNINGS (LOSS) FOR THE PERIOD

 

252

 

  (53)

 

740

 

1,375

     

 

 

 

 

Basic earnings (loss) per share

 

$0.01

 

$0.00

 

$0.03

 

$0.10

Diluted earnings (loss) per share

$0.01

 

$0.00

 

$0.02

 

$0.04

         

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

 

 24,299,008

 

   14,264,508

 

 24,288,063

 

   14,264,508

         

Weighted average number of shares used to calculate diluted earnings (loss) per share

 

 34,778,136

 

   14,264,508

 

 34,826,693

 

   34,663,657

         



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

2004

 

2003

 

2004

 

2003

 

$

 

$

 

 $

 

 $

OPERATING ACTIVITIES

       

  Net earnings (loss) for the period

  252

 

 (53)

 

    740

 

            1,375

        

Items not affecting cash

       

    Depreciation and amortization

  14

 

    11

 

      37

 

               50

    Future income taxes

   183

 

     14

 

     445

 

            314

    Writedown of crop costs

   -   

 

       -   

 

    -

 

             1,000   

 

    449

 

     (28)

 

   1,222

 

            2,739

Changes in non-cash operating assets

       

    and liabilities (Note 5)

2,020

 

   (305)

 

    5,063

 

          4,543

Changes in non-current cash crop costs

(3,430)

 

   (2,350)

 

  (6,536)

 

         (4,653)

 

   (961)

 

     (2,683)

 

    (251)

 

          2,629

FINANCING ACTIVITIES

       

  Bank indebtedness

      2,140   

 

       -   

 

       2,270   

 

         -

  Short-term borrowings

      -   

 

       -   

 

    -

 

         (3,632)

  Repayment of long term debt

      (11)

 

      (4)

 

    (42)

 

            (22)

  Issuance of shares for cash

-

 

-

 

25

 

-

 

       2,129

 

    (4)

 

     (2,253)

 

         (3,654)

INVESTING ACTIVITIES

       

  Purchase of property, plant and equipment, net

     (1,192)

 

     (883)

 

   (2,689)

 

            (1,441)

 

       

EFFECT OF EXCHANGE RATE CHANGES

       

 ON CASH AND CASH EQUIVALENTS

       (38)

 

      (1)

 

      (19)

 

              (111)

NET DECREASE IN CASH AND CASH

(62)

 

(3,571)

 

    (706)

 

(2,577)

  EQUIVALENTS

   

 

  

   

           


CASH AND CASH EQUIVALENTS

       

  BEGINNING OF THE PERIOD

    (138)

 

    3,751

 

506

 

          2,757

CASH AND CASH EQUIVALENTS

       

  END OF THE PERIOD

(200)

 

   180

 

      (200)

 

          180

Represented by:

       

 Cash

652

 

    180

 

652

 

          180

 Bank overdraft

        (852)   

 

      -

 

         (852)   

 

             -

 

    (200)

 

180

 

     (200)

 

          180

        




CHAI-NA-TA CORP.

    

Notes to the Interim Consolidated Financial Statements

(Unaudited)

     
    

1.  Summary of significant accounting policies

   
       

a)

Interim financial statements

    
 

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP) except that certain information and note disclosures normally included in the Company’s annual consolidated financial statements have not been presented herein. 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, 2003.  These interim consolidated financial statements are subject to seasonality due to the timing of crop harvesting which typically occurs in the fall and the timing of subsequent sales, and therefore may not be indicative of results to be expected for the year ending December 31, 2004.

  
 

The interim consolidated financial statements follow the same accounting policies and methods of application as the most recent annual consolidated financial statements, except for the change in accounting policy for stock-based compensation as described in Note 1(b).

      

b)

Stock-based compensation

    
 

Effective January 1, 2004, the Company was required to adopt the recommendations of CICA Handbook Section 3870 which requires the use of the fair value based method in accounting for stock based compensation.  This change in accounting policy has been applied on a cumulative retroactive basis without restatement of individual prior periods.  The effect of adopting the new recommendations for the fair value of stock options granted since January 1, 2002 has been reflected as at January 1, 2004 as an adjustment to the opening deficit on the statement of deficit.  Previously, compensation expenses related to the fair value of such options were disclosed on a pro-forma basis in a note to the financial statements. The fair value of all future stock-based compensation will be amortized directly to the statement of operations over the vesting period of the stock options.

  
 

There was no compensation expense related to the stock options for the period ended September 30, 2004.

  

c)

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.

       

2.  Earnings (loss) per common share

    
       

Basic earnings (loss) per share is computed by dividing the 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.




       
   

Net earnings

Number of

 

Earnings

(in thousands except per share amounts)

(loss)

shares

 

(loss)

Three months ended

(numerator)

(denominator)

 

per share

   

$

  

$

September 30, 2004

    

Basic

 

252

24,299

 

0.01

Effect of common share equivalents

       -   

10,479

 

        -   

Diluted

 

           252

        34,778

 

    0.01

       

September 30, 2003

    

Basic

 

          (53)

       14,265

 

    (0.00)

Effect of common share equivalents

           -   

            -   

 

        -   

Diluted

 

      (53)

       14,265

 

     (0.00)

       

 

 

 

 

 

 

 

    

Number of

  

(in thousands except per share amounts)

Net earnings

shares

 

Earnings

Nine months ended

(numerator)

(denominator)

 

per share

   

$

  

$

September 30, 2004

    

Basic

 

       740

24,288

 

     0.03

Effect of common share equivalents

             -   

         10,539

 

     (0.01)

Diluted

 

       740

        34,827

 

      0.02

       

September 30, 2003

    

Basic

 

         1,375

        14,265

 

      0.10

Effect of common share equivalents

             -   

         20,399

 

      (0.06)

Diluted

 

        1,375

34,664

 

          0.04

       
       

3.  Share capital

    

 

 

 

 

 

 

 

   

Number of

  

In thousands

 

 

Shares

 

Amount

      

$

Common Shares

     

Balance as at December 31, 2003

        24,265

 

       31,125

Issued for stock options exercised

34

 

45

Balance as at September 30, 2004

24,299

 

31,170

       

Preferred Shares

    

Balance as at December 31, 2003 and September 30, 2004

         10,399

 

       7,076

 

 

 

 

 

 

      38,246

       



4.  Stock options

   

Options to purchase 552,700 shares are outstanding and exercisable as at September 30, 2004 as follows:

 

 

 

 

 

 

 

    

Weighted

Weighted

    

average

average

 

Number

Number

exercise price

contractual

 

outstanding

exercisable

($ / share)

life in years

      

Granted in 2000

10,000

10,000

$

0.68

 

0.50

Granted in 2003

 542,700

 542,700

 

0.73

 

4.21

  

552,700

552,700

$

0.73

 

4.14

       

Information regarding the Company’s stock options as at September 30, 2004 is summarized as follows:

       
      

Exercise

  

Number of

price range

   

shares

($ / share)

    

Outstanding and exercisable as at December 31, 2003

610,000

$

0.68 – 0.73

Exercised

 

34,500

 

0.73

Expired

 

22,800

 

0.73

Outstanding and exercisable as at September 30, 2004

552,700

$

0.68 – 0.73

 

 

 

 

   

5.  Changes in non-cash operating assets and liabilities

   

 

 

 

 

   
   

Three months ended

in thousands of

  

September 30

September 30

Canadian dollars

 

 

2004

 

2003

  

$

 

$

Accounts receivable and other receivables

 

                       639

 

(46)

Inventory

  

                  1,714

 

       124

Ginseng crops

  

               196

 

     (570)

Prepaid expenses and other assets

 

                       49

 

       100

Accounts payable and accrued liabilities

 

                  (43)

 

         87

Customer deposits

 

               (535)

 

-

 

 

 

 

2,020

 

(305)

       
  

Nine months ended

in thousands of

 

September 30

September 30

Canadian dollars

 

2004

 

2003

  

$

 

$

Accounts receivable and other receivables

 

2,134

 

45

Inventory

 

3,212

 

7,653

Ginseng crops

 

(599)

 

(1,226)

Prepaid expenses and other assets

 

(49)

 

10

Accounts payable and accrued liabilities

 

349

 

(105)

Customer deposits

 

16

 

(1,834)

  

5,063

 

4,543

     



6.  Segmented Information

    
       

The Company operates in one industry segment and three geographic regions.

 
       
 

 

 

Three months ended

in thousands of

  

September 30

September 30

Canadian dollars

 

 

2004

 

2003

External revenue from operations located in:

 

$

 

 $

 

Canada

  

          456

 

391

 

Other North America

 

                  -

 

        -

 

Far East

 

 

         2,226

 

    94

 

 

 

 

        2,682

 

      485

Intersegment revenue from operations located in:

$

 

$

 

Canada

3,009

 

375

 

Other North America

-

 

-

 

Far East

-

 

-

 

3,009

 

375

Net earnings (loss) from operations located in:

$

 

 $

 

Canada

  

260

 

       9

 

Other North America

 

              -

 

(1)

 

Far East

 

 

    (8)

 

   (61)

 

 

 

 

        252

 

      (53)

       
       
 

 

 

Nine months ended

in thousands of

  

September 30

September 30

Canadian dollars

 

 

2004

 

2003

External revenue from operations located in:

 

$

 

 $

 

Canada

  

            592

 

400

 

Other North America

 

           -

 

       169

 

Far East

 

 

      5,754

 

  11,212

 

 

 

 

         6,346

 

    11,781

Intersegment revenue from operations located in:

$

 

 $

 

Canada

  

7,116

 

9,529

 

Other North America

 

          -

 

         -

 

Far East

 

 

          -

 

-

 

 

 

 

7,116

 

9,529

Net earnings from operations located in:

 

$

 

$

 

Canada

  

652

 

482

 

Other North America

 

-

 

68

 

Far East

  

88

 

825

    

740

 

1,375

  



Long-lived assets comprise of all assets not classified as current assets. 

 

   

in thousands of

  

September 30

December 31

Canadian dollars

 

 

2004

 

2003

Long-lived assets from operations located in:

$

 

 $

 

Canada

  

               27,921

 

   18,679

 

Other North America

 

                          -

 

             -

 

Far East

 

 

                         2

 

            3

 

 

 

 

27,923

 

18,682

       

Major customers:

    
 

For the three months ended September 30, 2004, revenue consisted of sales primarily to two customers, which accounted for $1,615,600, and $430,900, respectively, (September 30, 2003 - one customer which accounted for $84,600) from the Far East geographic region and one customer for $412,500 (September 30, 2003 - $90,180) from the Canadian geographic region.

  
 

For the nine months ended September 30, 2004, revenue consisted of sales primarily to three customers, which accounted for $3,026,800, $1,579,200, and $877,021, respectively, (September 30, 2003 - two customers which accounted for $9,204,584 and $1,893,060 respectively) from the Far East geographic region.

  
 

As at September 30, 2004, accounts receivable consisted of amounts primarily from one customer, which accounted for $631,113 from the Far East geographic region (December 31, 2003 - two customers which accounted for $2,172,488 from the Far East geographic region and $649,300 from Canada, respectively).

       

7.  Commitments and Guarantees

   
       

a)

The construction of the Company's processing facility in Ontario will be completed in mid-October 2004 with total expenditures for construction and related equipments estimated to be $1.5 million. Progress payments of $1,205,000 were paid as at September 30, 2004.

b)

The Company has agreed to indemnify a landlord with respect to any environmental contamination for certain leased premises.   As the Company does not expect to incur any costs in connection with this indemnification, no amounts have been accrued as of September 30, 2004.

c)

The Company has entered into an agreement to contribute funding to support a rusty root research project conducted at Simon Fraser University.  The Company has agreed to pay a total sum of $272,550 of which $57,925 has been paid in July 2004 and the balance payable in five semi-annual payments of $42,925 commencing January 2005.




MANAGEMENT’S DISCUSSION AND ANALYSIS

For the nine months ended September 30, 2004

Dated November 8, 2004


The following discussion and analysis reviews the operating results, financial position and liquidity, risks and industry trends affecting the financial results of Chai-Na-Ta Corp.  This commentary should be read in conjunction with the unaudited interim consolidated financial statements of the Company and related notes thereto.  The discussion and analysis should also be read in conjunction with the 2003 annual audited financial statements and MD&A on the Company’s website. Amounts are expressed in Canadian dollars, unless otherwise specified.


Some of the statements made in this MD&A are forward-looking statements, such as estimates and statements that describe the Company’s future plans, objectives, or goals, including words to the effect that the Company or management expects a stated condition or result to occur.  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.  


OVERVIEW


Chai-Na-Ta Corp is the world’s largest producer of North American ginseng.  Since its inception, the Company has grown from a farming operation into a vertically integrated organization embracing farming, bulk processing, distribution and marketing of North American ginseng and value-added nutraceutical products.  The Company is headquartered in Richmond, British Columbia, Canada, with farming operations in both Ontario and British Columbia.  The Company’s wholly owned subsidiary in Hong Kong is responsible for the marketing and distribution of its products in China, Hong Kong and Southeast Asia. The Company also operates a showroom to promote and sell graded root and ginseng-based value-added products in its headquarter in Richmond, British Columbia, Canada


RESULTS OF OPERATIONS


Revenue increased to $2.7 million for the three months ended September 30, 2004 from $0.5 million in the comparative period.  Revenue decreased to $6.3 million for the nine months ended September 30, 2004 from $11.8 million in the comparative period. The decrease in revenue was primarily due to the decline in sales volumes which is a result of  the sharp increase in average price of ginseng root and the persistent strong Canadian dollars, which led buyers in China and Hong Kong to defer purchasing decisions in the first three quarters of 2004. The Company believes that selling prices will soften and volumes increase in the last quarter of 2004.  As a result, the Company believes that the future decline in prices will more than offset the increase in volume and accordingly, the Company believes that the operating income and net earnings for fiscal 2004 will be lower than those of fiscal 2003.  Approximately 48% of the 2003 ha rvest root was sold as at September 30, 2004 compared to 100% of the 2002 harvest root sold as at September 30, 2003. The major hurdle for the decline in 2004 is the increasing prices at the beginning of the selling season combined with the relative strength of Canadian dollars to the currency used by the Company’s customers.


Cost of goods sold was 64% of sales revenue for the three months ended September 30, 2004, compared to 29% in the comparative period. Cost of goods sold was 59% of sales revenue for the nine months ended September 30, 2004, compared to 67% for the comparative period.


Gross margin was 36% of sales revenue for the three months ended September 30, 2004, compared to 71% for the same period last year.  The higher gross margin in 2003 is mainly due to sales of a small number of high margin products comprising most of the sales in the third quarter of 2003.  Gross margin was 41% of sales revenue for the nine months ended September 30, 2004, compared to 33% for the same period last year. The increase in 2004 is mainly due to sales of the 2003 harvest at a higher average price of $25 per pound in the nine months ended September 30, 2004.


For the three months ended September 30, 2004 selling, general and administrative expenses were $0.5 million, compared to $0.4 million for the same period last year.  For the nine months ended September 30, 2004 selling, general and administrative expenses were $1.4 million, compared to $1.3 million for the same period last year. The increase in 2004 is primarily due to the payment of R & D expenditure of $58,000.  Selling, general and administrative expenses as a percentage of revenues may not be meaningful given the variation in the timing of sales and hence revenues from period to period.  


Other income (loss) reflected foreign exchange gains or losses, interest income and other miscellaneous items.


Net earnings for the three months ended September 30, 2004 was $252,000, or $0.01 per basic share, compared to net loss of $53,000, or $0.00 per basic share for the corresponding period last year.  Net earnings for the nine months ended September 30, 2004 were $0.7 million, or $0.03 per basic share, compared to net earnings of $1.4 million, or $0.10 per basic share for the corresponding period last year. The decrease in net earnings resulted primarily from the reduction in sales for the nine months ended September 30, 2004.


The Company did not declare any dividends on any class of shares during the period ended September 30, 2004 or for any period in the previous three fiscal years ended December 31, 2003.


QUARTERLY RESULTS OF OPERATIONS


The following table sets forth unaudited quarterly information for each of the eight quarters ended December 31, 2002 through September 30, 2004.  This information has been derived from unaudited interim consolidated financial statements that, in the opinion of the Company’s management, have been prepared on a basis consistent with the audited annual consolidated financial statements.


(Stated in Thousands of Canadian Dollars except per share amounts)

2004

                 2003

                 2002

 

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q4

         

Total revenue

2,682

1,434

2,230

4,800

485

4,871

6,425

3,328

         

Operating income (loss)

409

24

743

2,039

(33)

252

1,440

664

         

Net earnings (loss)

252

(18)

506

1,176

(53)

403

1,025

684

         
         

Net earnings (loss) per share:

        

  Basic

0.01

(0.00)

0.02

0.08

(0.00)

0.03

0.07

0.05

  Diluted

0.01

(0.00)

0.01

0.03

(0.00)

0.01

0.03

0.02


Ginseng crops are harvested in the fall every year, so revenues and earnings usually tend to be higher in the fourth quarter of the year and the first two quarters of the following year as the harvested roots are sold. Significant fluctuations in revenues and earnings in any period are impacted by the quantity and quality of root sold, the selling price of such root and the relative strength of the Canadian dollar to the currency used by the customers.


LIQUIDITY AND CAPITAL RESOURCES


The cash deficit from operations was $1.0 million for the three months ended September 30, 2004, compared with a deficit of $2.7 million for the same period in 2003. The cash deficit from operations was $0.3 million for the nine months ended September 30, 2004, compared with a surplus of $2.6 million for the same period in 2003. The significant decrease in cash from operations in 2004 was mainly due to the decrease in revenue for reasons as stated above. The Company believes that its ability to generate sufficient amounts of cash in the short term through the sale of inventory is sufficient to finance its operations.   


The Company has available a $6.5 million revolving operating loan with a Canadian chartered bank. As at September 30, 2004 $4.1 million has been drawn under the operating loan to finance the Company’s operations and capital expenditures.


Net capital expenditures for the nine months ended September 30, 2004 were $2.7 million compared to $1.4 million in 2003. Major additions included agricultural land purchased for $0.8 million and construction costs and related equipments of the Ontario processing facilities for $1.2 million.  


The Company believes that its existing cash resources, bank credit facilities, loans and cash flows from operations are still sufficient to fund expected capital requirements and operating expenditures through 2004.


As at September 30, 2004, the Company had the following contractual obligations and commercial commitments:


Contractual Obligations

Payments Due by Period

(Stated in Canadian Dollars)

 
 

Total

Less Than  One Year

2-3 Years

3-4 Years

After 5 Years

Long-term Debt

359,112  

121,778

190,996

46,338

-

      

Operating Leases

118,105

88,868

29,237

-

-

      

Research and Development

214,625

85,850

128,775

  
      

Agricultural Land Leases

2,723,781

956,015

1,312,746

455,020

-

      

Total Contractual

3,415,623

1,252,511

1,661,754

501,358

-

  Obligations

     
      

There have been no material changes in the above contractual obligations including payments due for each of the next five years and thereafter, since December 31, 2003 except for the following items:


The Company entered into equipment and vehicles purchase loan agreements for $294,000 in the nine months ended September 30, 2004 at interest rates of up to 3.9% per annum.


The Company has started the construction of the processing facilities in Ontario with total expected expenditures for construction and related equipment of $1.5 million of which progress payments of $1.2 million were paid as at September 30, 2004.


The Company has entered into an agreement to contribute funding to support research at Simon Fraser University.  The Company agreed to pay a total sum of $272,550 payable over the next three years.


The following commitment is not included in the Contractual Obligations table above:


The Company has agreed to indemnify a landlord with respect to any environmental contamination for certain leased premises. As the Company does not expect to incur any costs in connection with this indemnification, no amounts have been accrued as of September 30, 2004.


CRITICAL ACCOUNTING ESTIMATES


The preparation 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.  Actual results may differ from these estimates and from judgments made under different assumptions or conditions.


The following items require the most significant estimates and judgments in the preparation of the Company’s financial statements:


Inventory


The Company periodically reviews the carrying value of inventory to determine if write-downs are required to state the inventory at the lower of cost and net realizable value.  The determination of net realizable value reflects management’s best estimate of the expected selling price of the roots as well as consideration of qualitative factors such as size, shape, colour and taste.  The carrying value of inventory also reflects management’s expectation that the inventory will eventually be sold.  Although management does not believe that provisions are required to align the carrying value of certain inventory with market values, future events may indicate that the inventory is not saleable or that such inventory is not saleable at prices above carrying value.


Ginseng Crops


The Company uses the full absorption costing method to value its ginseng crops and periodically reviews their carrying value for evidence of impairment.  Included in the cost of crops are seed, labour, applicable overhead, interest and supplies required to bring a crop to harvest.  The determination of impairment requires complex calculations and significant management estimation with respect to future costs to bring the crop to harvest; demand for and the market price of harvested ginseng roots; and expectations as to the yield and quality of ginseng roots harvested.  The estimation process is further complicated by the relatively long growing cycle of three to four years and the fact that roots remain underground.  Although the Company’s assumptions reflect management’s best estimates, future events may result in materially different outcomes with respect to the recoverability of ginseng crop costs and the time r equired to bring the crops to harvest.


RECENT ACCOUNTING PRONOUNCEMENTS


Revenue Recognition


Effective January 1, 2004, the Company was required to adopt the Canadian Institute of Chartered Accountants (“CICA”) Emerging Issues Committee (“EIC”) Abstract 141.  The purpose of this Abstract is to summarize the principles set forth in SAB 101 that, in the Committee’s view, are generally appropriate as interpretive guidance on the application of CICA Handbook Section 3400.  The provisions of this Abstract were to be applied prospectively and should be applied to sales transactions in the first interim or annual fiscal period beginning subsequent to December 17, 2003. The adoption of this Abstract did not have a significant impact on the Company’s consolidated financial statements.


Stock-Based Compensation


Effective January 1, 2004, the Company was required to adopt the recommendations of CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments” which requires the use of the fair value based method in accounting for stock-based compensation. This change in accounting policy has been applied on a cumulative retroactive basis without restatement of individual periods.  The effect of adopting the new recommendations for the fair value of stock options granted since January 1, 2002 have been reflected as at January 1, 2004 as an adjustment to the opening deficit on the statement of deficit. Previously, compensation expenses related to the fair value of such options were disclosed on a pro-forma basis in a note to the financial statements.  The fair value of all future stock-based compensation will be amortized directly to the statement of operations over the vesting period of the stock options.


There was no compensation expense related to stock options for the period ended September 30, 2004.


Asset Retirement Obligations


Effective January 1, 2004, the Company adopted the provisions of CICA Handbook Section 3110 “Asset Retirement Obligations” which focus on the recognition, measurement and disclosure of liabilities for obligations associated with the retirement of property, plant and equipment when those obligations result from the acquisition, construction, development or normal operation of the assets. Management has determined that there are no asset retirement obligations and therefore the adoption of this new standard did not have a significant impact on the Company's consolidated financial statements.

 

Impairment of Long-Lived Assets


Effective January 1, 2004, the Company adopted the provisions of CICA Handbook Section 3063 “Impairment of Long-Lived Assets” which establishes standard for the recognition, measurement and disclosure of the impairment of non-monetary long-lived assets, including property, plant and equipment, intangible assets with finite useful lives, deferred pre-operating costs and long-term prepaid assets. The adoption of this new standard did not have a significant impact on the Company's consolidated financial statements.


Hedging Relationships


Effective January 1, 2004, the Company adopted the recommendations of the Accounting Guideline AcG-13 with respect to “Hedging Relationships”. This guideline presents its view on the identification, designation, documentation and effectiveness of hedging relationships for the purpose of applying hedge accounting. The adoption of this guideline did not have a significant impact on the Company's consolidated financial statements.


RISKS AND UNCERTAINTIES


The Company’s revenue and earnings are affected by the world price of ginseng root, which is determined by reference to factors including the supply and demand for North American ginseng root, negotiations between buyers and sellers, the quality and aesthetic characteristics of the root and the relative strength of the Canadian dollar to the currency used by the Company’s customers.  A percentage change in the market price of ginseng root tends to have a corresponding impact on the revenue reported by the Company.


The Company’s revenue is derived principally from the sale of ginseng roots to a limited number of customers that are concentrated in Asian markets.  In order to manage its credit risk, the Company carefully monitors credit terms, investigates credit history and grants credit to customers with established relationships or acceptable credit ratings.  Payments or deposits are usually received before shipments of inventory.  Inventory may be held as security until payment is received, when such relationships have not been established. As the Company’s significant customers do not necessarily use the ginseng themselves but instead distribute the ginseng to smaller wholesalers, distributors and retailers, the Company does not believe that it is economically dependent on any one customer, nor that the loss of any one wholesaler would impact the ability of the Company to market roots through other channels. There can be no ass urance, however, that adverse changes in the above noted factors will not materially affect the Company’s business, financial condition, operating results and cash flows.


The Company identifies Canada as the primary economic environment in which it operates and uses the Canadian dollar as its functional currency.  A minor portion of the Company’s revenue and receivables are denominated in U.S. dollars and Hong Kong dollars and the Company is also exposed to foreign exchange risk through its net investment in a self sustaining foreign subsidiary. The Company monitors its exposure to foreign exchange risk and balances its foreign currency holdings to reduce exposures to any one currency by repatriating any excess funds.   


Interest income from cash and cash equivalent and interest expense from bank borrowings are subject to interest rate changes. Interest income and interest expense fluctuate directly with changes in interest rates.


OUTLOOK


The Company will continue its balanced planting strategy in Ontario and British Columbia to minimize farming risks and enhance the stability of its business. The Company is also considering the feasibility of establishing a presence in Wisconsin, a growing area in the U.S. where the quality of root is perceived as being superior and therefore prices for ginseng originating from this area have historically been the highest.


The Company will continue to promote its graded root and ginseng-based value-added products in the showroom located in our purchased property in Richmond.  The Company expects to expand into higher-margin products like CNT 2000™, a standardized ginseng powder extract with initial sales commencing this year.



ADDITIONAL INFORMATION


Additional information with respect to the Company is available on the SEDAR website at www.sedar.com









Certificate of Interim Filings during Transition Period

Form 52-109FT2





I, William Zen, Chairman and Chief Executive Officer of Chai-Na-Ta Corp., certify that:


1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certificate of Disclosure in Issuers’ Annual and interim Filings) of Chai-Na-Ta Corp., (the issuer) for the interim period ending September 30, 2004;


2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and



3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flow of the issuer, as of the date and for the periods presented in the interim filings.



Date: November 8, 2004


              “ William Zen”

_______________________________________


William Zen

Chairman and Chief Executive Officer

Chai-Na-Ta Corp.  







Certificate of Interim Filings during Transition Period

Form 52-109FT2





I, Wilman Wong, Chief Financial Officer of Chai-Na-Ta Corp., certify that:


4.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certificate of Disclosure in Issuers’ Annual and interim Filings) of Chai-Na-Ta Corp., (the issuer) for the interim period ending September 30, 2004;


5.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and



6.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flow of the issuer, as of the date and for the periods presented in the interim filings.



Date: November 8, 2004


                “Wilman Wong”

_______________________________________


Wilman Wong

Chief Financial Officer

Chai-Na-Ta Corp.  



-----END PRIVACY-ENHANCED MESSAGE-----