EX-99.2 3 exhibit99-2.htm INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2009 Exhibit 99.2

Exhibit 99.2

 

CHAI-NA-TA CORP.

Interim Consolidated Financial Statements
Three months ended March 31, 2009

(Unaudited – Prepared by Management)

 

Page 1 of 11


Chai-Na-Ta Corp.
First Quarter Report
For the period ended March 31, 2009

CHAI-NA-TA CORP.
Consolidated Balance Sheets
(Unaudited)

In thousands of  March 31   December 31  
Canadian dollars  2009   2008  
  $   $  
ASSETS         
Current assets         
 Cash  524   192  
 Accounts receivable and other assets  252   710  
 Inventory  5,025   7,928  
 Ginseng crops  2,834   2,722  
 Prepaid expenses  37   64  
  8,672   11,616  
Ginseng crops  5,056   4,764  
Prepaid expenses  35   49  
Assets held for sale (Note 3)  1,663   1,783  
Property, plant and equipment  2,604   2,678  
  18,030   20,890  
 
LIABILITIES         
Current liabilities         
 Bank indebtedness (Note 4)  1,490   3,060  
 Accounts payable and accrued liabilities  527   604  
 Customer deposits  1,736   2,454  
 Current portion of long-term debt (Note 5)  38   42  
  3,791   6,160  
Long-term debt (Note 5)  8,897   8,619  
  12,688   14,779  
SHAREHOLDERS' EQUITY         
 Share capital (Note 6)  38,246   38,246  
 Contributed surplus  338   338  
 Accumulated other comprehensive income  361   442  
Deficit  (33,603 )  (32,915 ) 
  (33,242 )  (32,473 ) 
 
  5,342   6,111  
  18,030   20,890  

Going concern (Note 1)
Commitments, contingencies and guarantees (Note 8)

Approved by the Board:

"Derek Zen"  "Wilman Wong" 
 
Derek Zen  Wilman Wong 
Director  Director 

Page 2 of 11


Chai-Na-Ta Corp.
First Quarter Report
For the period ended March 31, 2009

CHAI-NA-TA CORP.
Interim Consolidated Statements of Operations and Deficit
(Unaudited)

    Three months ended  
in thousands of    March 31     March 31  
Canadian dollars (except per share amounts)    2009     2008  
    $     $  
Revenue    2,930     4,228  
Cost of goods sold    2,944     4,182  
    (14 )    46  
             
Selling, general and administrative expenses    247     261  
Wind-up expenses of terminated operations (Note 7(a))    174     -  
Interest on short-term debt    26     45  
Interest on long-term debt    109     125  
    556     431  
             
Operating loss    (570 )    (385 ) 
             
Other loss (Note 7(b))    (118 )    (81 ) 
             
NET LOSS FOR THE PERIOD    (688 )    (466 ) 
             
Deficit, beginning of period    (32,915 )    (28,245 ) 
             
DEFICIT, END OF PERIOD    (33,603 )    (28,711 ) 
             
Basic and diluted loss per share  $ (0.02 )  $ (0.01 ) 
             
Weighted average number of shares used to calculate diluted loss per share (in thousands)    34,698     34,698  

Page 3 of 11


Chai-Na-Ta Corp.
First Quarter Report
For the period ended March 31, 2009

CHAI-NA-TA CORP.
Interim Consolidated Statements of Comprehensive Loss
(Unaudited)

  Three months ended  
in thousands of  March 31   March 31  
Canadian dollars  2009   2008  
  $   $  
Net loss for the period  (688 )  (466 ) 
         
Other comprehensive loss:         
         Adjustments as a result of foreign exchange translation of self-sustaining subsidiaries  (81 )  (66 ) 
Comprehensive loss  (769 )  (532 ) 

 

CHAI-NA-TA CORP.
Interim Consolidated Statements of Accumulated Other Comprehensive Income
(Unaudited)

  Three months ended  
in thousands of  March 31   March 31  
Canadian dollars  2009   2008  
  $   $  
Balance, beginning of period  442   902  
         
Other comprehensive loss  (81 )  (66 ) 
Balance, end of period  361   836  

Page 4 of 11


Chai-Na-Ta Corp.
First Quarter Report
For the period ended March 31, 2009

CHAI-NA-TA CORP.
Consolidated Statements of Cash Flows
(Unaudited)

  Three months ended  
in thousands of  March 31   March 31  
Canadian dollars  2009   2008  
  $   $  
OPERATING ACTIVITIES         
 Net loss for the period  (688 )  (466 ) 
 Items included in net loss not affecting cash (Note 10(a))  3,428   4,360  
 Changes in non-cash operating assets and liabilities (Note 10(b))  (621 )  (1,683 ) 
 Crop cost expenditures  (327 )  (620 ) 
  1,792   1,591  
 
FINANCING ACTIVITIES         
 Bank indebtedness  (1,570 )  (1,280 ) 
 Repayment of long-term debt  (6 )  (42 ) 
  (1,576 )  (1,322 ) 
 
INVESTING ACTIVITIES         
 Proceeds from disposition of property, plant and equipment  -   12  
 Proceeds from disposition of assets held for sale  115   -  
 Cash outlays included in assets held for sale  -   (7 ) 
  115   5  
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 1   1  
NET INCREASE (DECREASE) IN CASH  332   275  
 
CASH, BEGINNING OF THE PERIOD  192   307  
 
CASH, END OF THE PERIOD  524   582  
 
 
SUPPLEMENTAL INFORMATION:         
 
Other cash flows:         
       Interest paid  30   873  

Page 5 of 11


Chai-Na-Ta Corp.
First Quarter Report
For the period ended March 31, 2009

CHAI-NA-TA CORP.
Notes to the Interim Consolidated Financial Statements
(Unaudited)

1. Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced significant losses over the previous three years due to the low selling price of ginseng and has an accumulated deficit of $33,603,000 as at March 31, 2009. The Company is closely monitoring cash resources and has received significant financing from a Canadian chartered bank and a company formerly under common control. The term loan from the company formerly under common control in the amount of $8,867,000 is due on August 18, 2010. The Company is currently considering alternative sources of financing and requesting an extension of the loan maturity date. There can be no assurances that the Company will be able to refinance or repay the loan on its current due date. If the Company cannot make such arrangements, the Company may realize its assets and settle its liabilities at amounts different from the carrying values.

The Company's ability to continue as a going concern is dependant on achieving ongoing profitable operations, obtaining new sources of debt or restructuring existing debt and the continued financial support of its creditors. These consolidated financial statements do not include any adjustments to the amounts and reclassification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

2. 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. 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, 2008. 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, 2009.

 
 

The interim consolidated financial statements follow the same accounting policies and methods of computation as the most recent annual consolidated financial statements except as noted below.

 
b)      Adoption of new accounting standards
 
 

On January 1, 2009, the Company adopted CICA Handbook Section 3064, “Goodwill and Intangible Assets”. This Section establishes standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The adoption of this standard has not had a significant impact on the Company’s consolidated financial statements.

Page 6 of 11


Chai-Na-Ta Corp.
First Quarter Report
For the period ended March 31, 2009

CHAI-NA-TA CORP.
Notes to the Interim Consolidated Financial Statements
(Unaudited)

 

On January 20, 2009, the CICA published the Emerging Issues Committee (“EIC”) Abstract 173, "Credit Risk and the Fair Value of Financial Assets and Liabilities". The EIC states that an entity’s own credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and liabilities, including derivative instruments. This recommendation is to be applied retrospectively without restatement of prior periods to all financial assets and liabilities measured at fair value in interim and annual financial statements ending on or after the date of issuance of the Abstract. The Company has adopted this standard and determined that it does not have a material impact on the Company’s consolidated financial statements.

 
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 inventory, crop costs, depreciation of property, plant and equipment, fair value of assets held for sale, future income taxes and contingencies. Actual results may differ from those estimates.

3. Assets held for sale

in thousands of    March 31  December 31 
Canadian dollars    2009  2008 
    $  $ 
Land, building and related assets  (a) 1,162  1,162 
Machinery, equipment, sunshade and vehicles  (b) 501  621 
    1,663  1,783 

a)     

Since March 2007, the Company has made available for sale its property located near Kamloops, British Columbia and has reclassified the net book value of the land, buildings, pavement, dryers and related production assets. This facility has been used as the head office for the farms operations in British Columbia. The estimated selling price of these assets less estimated selling costs exceeds the amount reclassified as an asset held for sale so no impairment provision is required.

 
b)     

After the completion of the final harvest in British Columbia in December 2008, the Company made available for sale all of its remaining operating assets including machinery, equipment, sunshade, and vehicles. The estimated selling price of these assets less estimated selling costs exceeds the amount reclassified as an asset held for sale so no impairment provision is required.

Page 7 of 11


Chai-Na-Ta Corp.
First Quarter Report
For the period ended March 31, 2009

CHAI-NA-TA CORP.
Notes to the Interim Consolidated Financial Statements
(Unaudited)

4. Bank indebtedness

in thousands of    March 31  December 31 
Canadian dollars    2009  2008 
    $  $ 
Bank operating loan  (a)  490  1,060 
Bank term loan  (b)  1,000  2,000 
    1,490  3,060 

a)     

The Company has available, subject to limitations based on the value of inventory, certain receivables and the estimated value of qualifying ginseng crops, a $2,500,000 revolving demand operating loan with a Canadian chartered bank at a rate of prime plus 1.625% per annum. The loan availability will reduce to $2,000,000 effective June 1, 2009. For the three month period ended March 31, 2009, the Company incurred $6,000 (2008 - $45,000) of interest which has been included in interest on short-term debt on the statement of operations.

 
b)     

On September 4, 2008, the Company secured a $2,000,000 non-revolving term loan from a Canadian chartered bank with an interest rate of prime plus 1.875% per annum. The loan is due in full upon the earlier of receipt of the proceeds from the sale of the Company's property near Kamloops, British Columbia (see Note 3) or May 31, 2009. The loan is secured by the same property near Kamloops, British Columbia. For the three month period ended March 31, 2009, the Company incurred $20,000 of interest which has been included in interest on short-term debt on the statement of operations.

5. Long-term debt

in thousands of    March 31  December 31 
Canadian dollars    2009  2008 
    $  $ 
Term loan  (a)  8,867  8,587 
Equipment purchase loans  (b)  68  74 
    8,935  8,661 
Less: current portion    38  42 
    8,897  8,619 

a)     

On August 18, 2006, the Company established a four year term loan facility of HK$54,700,000 from a company formerly under common control. The loan is unsecured and bears interest at 1.7% per annum over the HIBOR (Hong Kong Interbank Offered Rate) or LIBOR (London Interbank Offered Rate). For the three month period ended March 31, 2009, the Company incurred $109,000 (2008 - $124,000) of interest which has been included in interest on long-term debt on the statements of operations and deficit.

 
b)     

The Company has entered into various equipment purchase loan agreements at interest rates of up to 8.75% per annum. The loans are repayable in installments maturing in various amounts to July 10, 2012 and are secured by specific assets of the Company. As at March 31, 2009, $68,000 is outstanding of which $38,000 will become due in the next twelve months.

Page 8 of 11


Chai-Na-Ta Corp.
First Quarter Report
For the period ended March 31, 2009

CHAI-NA-TA CORP.
Notes to the Interim Consolidated Financial Statements
(Unaudited)

6. Share capital

  Number of   
In thousands  Shares  Amount 
    $ 
Common Shares    
Balance as at December 31, 2008 and March 31, 2009  34,698  38,246 

7. Other loss

a)     

Wind-up expenses of terminated operations includes all expenditures associated with closing the ginseng farm operations in British Columbia after the final harvest was completed in 2008.

 
b)     

Other loss includes the following:


  Three months ended  
in thousands of  March 31   March 31  
Canadian dollars  2009   2008  
  $   $  
Foreign exchange losses  (119 )  (164 ) 
Gains on disposal of property, plant and equipment  -   12  
Government supplements  -   69  
Other non-operating income  1   2  
  (118 )  (81 ) 

Foreign exchange losses include a $82,000 gain (2008 - $45,000 gain) on foreign exchange contracts.

Government supplements include funds received from Agriculture Canada as compensation for cost of production increases and reduced margins of the Company's farming operations in prior years net of program participation fees and related costs. There are no contingencies attached to the funds received.

8. Commitments, contingencies and guarantees

a)     

The Company has entered into a contract with a Canadian bank to purchase US$2,500,000 on September 21, 2009 to partially hedge against the term loan detailed in Note 5(a). If the spot Canadian/US dollar exchange rate is less than or equal to $1.2250 on the contract date, the exchange rate of the purchase will be $1.2250. If the exchange rate is greater than or equal to $1.2400 on the contract date, the exchange rate of the purchase will be $1.2400. If the exchange rate is between $1.2250 and $1.2400 on the contract date, the contract will expire and a purchase obligation will not take place. At March 31, 2009, the closing exchange rate of $1.2613 resulted in a fair market value of this contract being $53,000 which is included in accounts receivable and other assets.

Page 9 of 11


Chai-Na-Ta Corp.
First Quarter Report
For the period ended March 31, 2009

CHAI-NA-TA CORP.
Notes to the Interim Consolidated Financial Statements
(Unaudited)

b)     

The Company has become involved in a legal proceeding as a result of an automobile accident. The Company believes that existing insurance will be sufficient to cover any claim from this matter. While the outcome of this proceeding cannot be determined at this time, no provision has been recorded as the Company believes that the resolution of this proceeding will not have a material impact on the financial condition, earnings or cash flows of the Company.

9. Foreign exchange contract

The Company has a term loan denominated in Hong Kong dollars as detailed in Note 5(a) and as a result is exposed to foreign exchange risks. The Company uses foreign exchange contracts to partially hedge against the loan. For the three month period ended March 31, 2009, the Company received proceeds of $424,000 as a result of foreign exchange contracts of which $29,000 is included in other income on the statement of operations and deficit for the three months ended March 31, 2009 and $395,000 was included in other income on the statement of operations and deficit for the three months ended December 31, 2008. For the three month period ended March 31, 2008, the Company received proceeds of $45,000 as a result of foreign exchange contracts which is included in other income on the statement of operations and deficit for the three months ended March 31, 2008. At period-end exchange rates, the Company would receive $53,000 to settle its existing foreign exchange contract as described in Note 8(a).

10. Cash flow information

a) Items included in net loss not affecting cash

  Three months ended  
in thousands of  March 31  March 31  
Canadian dollars  2009  2008  
  $  $  
 Depreciation and amortization  2  2  
 Gain on disposal of property, plant and equipment  -  (11 ) 
 Cost of ginseng crops sold  2,885  4,154  
 Non-cash realized foreign exchange losses  541  215  
  3,428  4,360  

b) Changes in non-cash operating assets and liabilities

  Three months ended  
in thousands of  March 31   March 31  
Canadian dollars  2009   2008  
  $   $  
Accounts receivable and other assets  116   15  
Inventory  17   4  
Prepaid expenses  41   6  
Accounts payable and accrued liabilities  (77 )  (970 ) 
Customer deposits  (718 )  (738 ) 
  (621 )  (1,683 ) 

Page 10 of 11


Chai-Na-Ta Corp.
First Quarter Report
For the period ended March 31, 2009

CHAI-NA-TA CORP.
Notes to the Interim Consolidated Financial Statements
(Unaudited)

11. Segmented information

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

  Three months ended  
in thousands of  March 31   March 31  
Canadian dollars  2009   2008  
Revenue from operations located in:  $   $  
         Canada  183   123  
         Far East  2,747   4,105  
  2,930   4,228  
Intersegment revenue from operations located in:  $   $  
         Canada  1,888   3,036  
         Far East  -   -  
  1,888   3,036  
Net (loss) earnings from operations located in:  $   $  
         Canada  (624 )  (479 ) 
         Far East  (64 )  13  
  (688 )  (466 ) 

Long-lived assets comprise of all assets not classified as current assets or assets held for sale.

in thousands of  March 31  March 31 
Canadian dollars  2009  2008 
Long-lived assets from operations located in:  $  $ 
         Canada  7,660  9,659 
         Far East  -  - 
  7,660  9,659 

Major customers:

For the three months ended March 31, 2009, revenue included sales to three major customers which accounted for $1,460,000, $742,000 and $545,000, respectively, from the Far East Geographic region (March 31, 2008 - three customers from the Far East geographic region which accounted for $1,778,000, $1,757,000 and $586,000, respectively).

12. Related party transactions

In the normal course of business, the Company pays management fees to Wai Kee for performing sales, accounting and administrative services for CNT Trading (Hong Kong) Limited. Wai Kee is a Hong Kong based publicly traded company which owns 38% of the shares of the Company and has a director in common with the Company. The Company paid management fees of $36,000 for the three months ended March 31, 2009 of which $21,000 remains outstanding and is included in accounts payable and accrued liabilities on the consolidated balance sheet.

In 2006, the Company established a term loan facility with a company formerly under common control as described in Note 5(a).

Both of these related party transactions are measured at the exchange value.

Page 11 of 11