EX-99.2 3 exhibit99-2.htm INTERIM CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2010 Exhibit 99.2

Exhibit 99.2


CHAI-NA-TA CORP.

Interim Consolidated Financial Statements
Three and nine months ended September 30, 2010

(Unaudited - Prepared by Management)

In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company disclosed that its auditors have not reviewed the unaudited financial statements for the three and nine months ended September 30, 2010.





  Chai-Na-Ta Corp.
  Third Quarter Report
  For the period ended September 30, 2010
CHAI-NA-TA CORP.  
Consolidated Balance Sheets  
(Unaudited)  

 

In thousands of Canadian dollars Note   September 30 2010     December 31 2009  
 
ASSETS              
Current assets              
Cash   $ 1,575   $ 2,488  
Accounts receivable and other receivables     444     13  
Inventory     1,457     6,668  
Ginseng crops     4,883     3,898  
Prepaid expenses     57     87  
      8,416     13,154  
 
Ginseng crops 5   2,938     2,154  
Prepaid expenses     20     x28  
Property, plant and equipment     2,284     2,513  
    $ 13,658   $ 17,849  
 
LIABILITIES              
Current liabilities              
Accounts payable and accrued liabilities   $ 353   $ 459  
Customer deposits     673     3,301  
Current portion of long-term debt 3   1,327     446  
      2,353     4,206  
 
Long-term debt 3   4,157     6,499  
Total liabilities     6,510     10,705  
 
SHAREHOLDERS' EQUITY              
Share capital 4   38,246     38,246  
Contributed surplus     338     338  
Accumulated other comprehensive income     855     806  
Deficit     (32,291 )   (32,246 )
      (31,436 )   (31,440 )
      7,148     7,144  
      13,658     17,849  

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

Approved by the Board:

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

 




  Chai-Na-Ta Corp.
  Third Quarter Report
  For the periods ended September 30, 2010
CHAI-NA-TA CORP.  
Interim Consolidated Statements of Operations and Deficit  
(Unaudited)  

 

      Three months ended     Nine months ended  
in thousands of Canadian dollars (except per share amounts) Note   September 30 2010     September 30 2009     September 30 2010     September 30 2009  
 
Revenue   $ 2,892   $ 1,265   $ 5,697   $ 5,961  
 
Cost of goods sold                          

Cost of inventory sold

    2,544     1,342     5,240     5,479  

Shipping and handling fees

    2     17     41     91  

Write-down of ginseng crops

5   -     -     170     -  
      2,546     1,359     5,451     5,570  
                           
Gross margin (loss)     346     (94 )   246     391  
 
Selling, general and administrative expenses     185     237     602     704  
Wind-up expenses of terminated operations 6   -     18     -     467  
Interest on short-term debt     -     -     -     36  
Interest on long-term debt 3   120     53     314     240  
      305     308     916     1,447  
 
Operating income (loss)     41     (402 )   (670 )   (1,056 )
 
Other income 7   214     266     625     1,710  
 
NET EARNINGS (LOSS) FOR THE PERIOD   $ 255   $ (136 ) $ (45 ) $ 654  
 
Deficit, beginning of period     (32,546 )   (32,125 )   (32,246 )   (32,915 )
 
DEFICIT, END OF PERIOD   $ (32,291 ) $ (32,261 ) $ (32,291 ) $ (32,261 )
 
Basic and diluted earnings (loss) per share   $ 0.01   $ (0.00 ) $ (0.00 ) $ 0.02  
 
Weighted average number of shares used to calculate basic and diluted earnings (loss) per share (in thousands)     34,698     34,698     34,698     34,698  

 




  Chai-Na-Ta Corp.
  Third Quarter Report
  For the periods ended September 30, 2010
CHAI-NA-TA CORP.  
Interim Consolidated Statements of Comprehensive Income  
(Unaudited)  

 

    Three months ended     Nine months ended  
in thousands of Canadian dollars   September 30 2010     September 30 2009     September 30 2010     September 30 2009  
 
Earnings (loss) for the period $ 255   $ (136 ) $ (45 ) $ 654  
 
Other comprehensive income                        

Change in cumulative translation adjustments as a result of unrealized foreign exchange differences

  67     194     49     320  
Comprehensive income $ 322   $ 58   $ 4   $ 974  

 

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

 

    Three months ended     Nine months ended  
in thousands of Canadian dollars   September 30 2010     September 30 2009     September 30 2010     September 30 2009  
 
Balance, beginning of period $ 788   $ 568   $ 806   $ 442  
 

Other comprehensive income for the period

  67     194     49     320  
Balance, end of period $ 855   $ 762   $ 855   $ 762  

 




  Chai-Na-Ta Corp.
  Third Quarter Report
  For the periods ended September 30, 2010
CHAI-NA-TA CORP.  
Interim Consolidated Statements of Cash Flows  
(Unaudited)  

 

    Three months ended     Nine months ended  
in thousands of Canadian dollars   September 30 2010     September 30 2009     September 30 2010     September 30 2009  
 
Operating Activities                        

Net earnings (loss)

$ 255   $ (136 ) $ (45 ) $ 654  

Items included in net earnings (loss) not affecting cash:

                       

Depreciation and amortization

  1     2     6     7  

Gain on disposition of property, plant and equipment and assets held for sale

  (98 )   (7 )   (585 )   (329 )

Cost of ginseng crops sold

  2,485     1,340     5,180     4,941  

Non-cash foreign exchange gains

  (109 )   (596 )   (81 )   (323 )

Write-down of ginseng crops

  -     -     170     -  

Changes in non-cash operating assets and liabilities:

                       

Accounts receivable and other receivables

  66     (24 )   (431 )   38  

Inventory

  30     (37 )   31     (21 )

Prepaid expenses

  15     (15 )   38     (4 )

Accounts payable and accrued liabilities

  (65 )   29     (90 )   (158 )

Customer deposits

  (1,974 )   222     (2,628 )   (93 )

Ginseng crop expenditures

  (781 )   (1,017 )   (1,710 )   (2,175 )
    (175 )   (239 )   (145 )   2,537  
 
Financing Activities                        

Bank indebtedness

  -     330     -     (2,730 )

Repayment of long-term debt

  (898 )   (455 )   (1,346 )   (527 )
    (898 )   (125 )   (1,346 )   (3,257 )
 
Investing Activities                        

Purchase of property, plant and equipment

  (19 )   (76 )   (61 )   (91 )

Proceeds from disposition of property, plant and equipment

  99     6     640     6  

Proceeds from disposition of assets held for sale

  -     -     -     956  
    80     (70 )   579     871  
                         
Effect of exchange rates changes on cash and cash equivalents   (1 )   (2 )   (1 )   (4 )
 
NET (DECREASE) INCREASE IN CASH $ (994 ) $ (436 ) $ (913 ) $ 147  
 
CASH, BEGINNING OF THE PERIOD   2,569     775     2,488     192  
                         
CASH, END OF THE PERIOD $ 1,575   $ 339   $ 1,575   $ 339  
 
 
SUPPLEMENTAL INFORMATION:                        
 
Other cash flows:                        

Interest paid

$ 178   $ 31   $ 447   $ 159  

 




  Chai-Na-Ta Corp.
  Third Quarter Report
  For the periods ended September 30, 2010
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 an operating loss of $670,000 for the nine months ended September 30, 2010 and has an accumulated deficit of $32,291,000 as at September 30, 2010. The Company is closely monitoring cash resources and has received significant financing from a company formerly under common control.

The Company's ability to continue as a going concern is dependant on achieving ongoing profitable operations 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 (Canadian 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, 2009. 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, 2010.

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) Future changes in accounting policies

In April 2008, the Canadian Accounting Standards Board confirmed that on January 1, 2011 Canadian GAAP will be replaced by International Financial Reporting Standards (“IFRS”) for publicly accountable enterprises. Management initiated its IFRS changeover plan in 2009 but has now suspended its changeover to IFRS and intends to convert to United States Generally Accepted Accounting Principles (“US GAAP”) instead of IFRS. Management believes that the conversion to US GAAP will be much less onerous and costly as the Company already reconciles to US GAAP annually as part of its filings with the United States Securities Exchange Commission. The accounting standards that will materially affect the Company's reported financial position and results of operations are disclosed in Note 12.





  Chai-Na-Ta Corp.
  Third Quarter Report
  For the periods ended September 30, 2010
CHAI-NA-TA CORP.  
Notes to the Interim Consolidated Financial Statements  
(Unaudited)  

 

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. Long-term debt

 

in thousands of Canadian dollars   September 30 2010     December 31 2009  
 
Term loan $ 5,484   $ 6,945  
 
Less: current portion   1,327     446  
  $ 4,157   $ 6,499  

On September 1, 2009 the Company agreed to a three year extension of an existing loan facility of HK$51,500,000 from a company formerly under common control. The loan is unsecured and bears interest at 6.25%. The Company has repaid HK$10,000,000 ($1,346,000) during the nine months ended September 30, 2010. For the three and nine month periods ended September 30, 2010, the Company incurred $120,000 and $314,000 (2009 - $53,000 and $240,000) of interest, respectively, which has been included in interest on long-term debt on the statements of operations and deficit.

The term loan is scheduled to be repaid over the next three fiscal years as follows (all amounts in thousands of dollars of the respective currencies):

    Scheduled repayments     Canadian dollar  
Fiscal Year   HK$     US$     equivalents  
 
2010 $ -   $ -   $ -  
2011   10,000     -     1,327  
2012   1,250     3,878     4,157  
  $ 11,250   $ 3,878   $ 5,484  

The Canadian dollar equivalents are calculated using foreign exchange rates as of September 30, 2010.

Subsequent to the end of the reporting period, the Company made an additional loan payment of HK$5,000,000 ($673,500) thus reducing the current amount due to HK$5,000,000 ($673,500).





  Chai-Na-Ta Corp.
  Third Quarter Report
  For the periods ended September 30, 2010
CHAI-NA-TA CORP.  
Notes to the Interim Consolidated Financial Statements  
(Unaudited)  

 

4. Share capital
         
In thousands   Number of Shares     Amount  
 
Common Shares            
Balance as at December 31, 2009 and September 30, 2010   34,698   $ 38,246  

 

5. Write-down of ginseng crops

During the three month period ended June 30, 2010, the Company recorded a $170,000 write-down on the long-term ginseng crops that are expected to be part of the 2011 harvest. This write-down was recorded due to frost damage at one of the Company's farm locations which damaged the ginseng crops and reduced the expected yield from that specific location which in turn reduced the net realizable value of those ginseng crops.

6. Wind-up expenses of terminated operations

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.

7. Other income

 

    Three months ended  
in thousands of Canadian dollars   September 30 2010     September 30 2009  
 
Foreign exchange gains $ 108   $ 216  
Gains on disposal of property, plant and equipment and assets held for sale 98     7  
Government supplements   -     41  
Other non-operating income   8     2  
  $ 214   $ 266  

 

    Nine months ended  
in thousands of Canadian dollars   September 30 2010     September 30 2009  
 
Foreign exchange gains $ 29   $ 383  
Gains on disposal of property, plant and equipment and assets held for sale 585     329  
Government supplements   -     995  
Other non-operating income   11     3  
  $ 625   $ 1,710  

Foreign exchange gains for the three months ended September 30, 2010 include a $15,000 loss (2009 -$231,000 loss) and for the nine months ended September 30, 2010 include a $34,000 loss (2009 -$357,000 loss) on foreign exchange forward contracts.





  Chai-Na-Ta Corp.
  Third Quarter Report
  For the periods ended September 30, 2010
CHAI-NA-TA CORP.  
Notes to the Interim Consolidated Financial Statements  
(Unaudited)  

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 forward contract with a Canadian chartered bank to purchase US$1,400,000 on March 28, 2011 to partially hedge against the term loan detailed in Note 3. If the spot Canadian/US dollar exchange rate is less than or equal to $1.0150 on the contract date, the exchange rate of the purchase will be $1.0150. If the exchange rate is greater than or equal to $1.0650 on the contract date, the exchange rate of the purchase will be $1.0650. If the exchange rate is between $1.0150 and $1.0650 on the contract date, the contract will expire and a purchase obligation will not take place. At September 30, 2010, the closing exchange rate of $1.0290 resulted in a fair market value of this contract being $NIL.

 

b)     

The Company had become involved in a legal proceeding as a result of an automobile accident. During the three month period ended September 30, 2010, a legal judgment was rendered that the party intending to sue the Company as a result of the automobile accident had no legal right to do so thus absolving the Company of any legal liability.

 

9. Foreign exchange contracts

The Company has a term loan denominated in Hong Kong dollars as detailed in Note 3 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 and nine month periods ended September 30, 2010, the Company received proceeds of $NIL and $59,000, respectively, as a result of foreign exchange contracts of which $16,000 was included in other income (loss) on the statement of operations and deficit for the year ended December 31, 2009. For the three and nine month period ended September 30, 2009, the Company received (paid) proceeds of ($392,000) and $32,000, respectively, as a result of foreign exchange contracts of which $395,000 was included in other income on the statement of operations and deficit for the year ended December 31, 2008. At period-end exchange rates, the Company would neither receive nor pay any amounts to settle its existing foreign exchange contract as described in Note 8(a).

The Company also uses foreign exchange contracts to partially hedge against interest payments on the loan denominated in Hong Kong dollars. For the nine month period ended September 30, 2010, the Company recorded a gain of $9,000 as a result of these foreign exchange contracts which is included in other income on the statement of operations and deficit. There were no such contracts in the corresponding prior year periods and there are none outstanding as of September 30, 2010.

10. Segmented information

The Company operates in one industry segment and two geographic regions. The geographic region that the external revenue is derived from is determined by the residency of the customer. Intersegment revenue is determined by the residency of the subsidiary selling the product. Major customers include all customers with whom the Company has derived revenue greater than 10% of its total revenue within the reporting period.





  Chai-Na-Ta Corp.
  Third Quarter Report
  For the periods ended September 30, 2010
CHAI-NA-TA CORP.  
Notes to the Interim Consolidated Financial Statements  
(Unaudited)  

 

    Three months ended  
in thousands of Canadian dollars   September 30 2010     September 30 2009  
External revenue from operations located in:            

Canada

$ 215   $ 62  

Hong Kong and People's Republic of China

  2,677     1,203  
  $ 2,892   $ 1,265  
Intersegment revenue from operations located in:            

Canada

$ 2,592   $ 1,988  

Hong Kong and People's Republic of China

  -     -  
  $ 2,592   $ 1,988  
Net earnings (loss) from operations located in:            

Canada

$ 287   $ (214 )

Hong Kong and People's Republic of China

  (32 )   78  
  $ 255   $ (136 )

 

    Nine months ended  
in thousands of Canadian dollars   September 30 2010     September 30 2009  
External revenue from operations located in:            

Canada

$ 315   $ 1,361  

Hong Kong and People's Republic of China

  5,382     4,600  
  $ 5,697   $ 5,961  
Intersegment revenue from operations located in:            

Canada

$ 4,580   $ 4,118  

Hong Kong and People's Republic of China

  -     556  
  $ 4,580   $ 4,674  
Net earnings (loss) from operations located in:            

Canada

$ (2 ) $ 574  

Hong Kong and People's Republic of China

  (43 )   80  
  $ (45 ) $ 654  

All of the Company's long-lived assets, which comprise of all assets not classified as current assets, were in the Canadian geographic region as at September 30, 2010 and September 30, 2009.





  Chai-Na-Ta Corp.
  Third Quarter Report
  For the periods ended September 30, 2010
CHAI-NA-TA CORP.  
Notes to the Interim Consolidated Financial Statements  
(Unaudited)  

Major customers:

For the three months ended September 30, 2010, revenue consisted of sales primarily to three customers, which accounted for $1,843,000, $507,000 and $328,000, respectively, from the Hong Kong and People's Republic of China geographic region (September 30, 2009 - two customers which accounted for $642,000 and $561,000 from the Hong Kong and People's Republic of China geographic region).

For the nine months ended September 30, 2010, revenue consisted of sales primarily to four customers, which accounted for $2,103,000, $1,843,000, $760,000 and $676,000, respectively, from the Hong Kong and People's Republic of China geographic region (September 30, 2009 - three customers which accounted for $2,013,000 and 1,460,000, respectively, from the Hong Kong and People's Republic of China geographic region and $1,040,000 from the Canadian geographic region).

11. Related party transaction

In the normal course of business, the Company pays management fees to Wai Kee Holdings Limited ("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. For the three and nine month periods ended September 30, 2010, the Company paid management fees of $15,000 and $51,000 (September 30, 2009 -$27,000 and $87,000), respectively, of which $10,000 remains outstanding and is included in accounts payable and accrued liabilities on the consolidated balance sheet.

12. Differences between Canadian GAAP and US GAAP

The Company has identified the following differences between Canadian GAAP and US GAAP which have a material impact on the financial statements of the Company.

Under Canadian GAAP, interest relating to expenditures on ginseng crop costs has been capitalized. The interest is included in inventory when the ginseng crops are harvested and cost of goods sold when the inventory is sold. Under US GAAP, the portion of interest relating to expenditures on ginseng crop costs would not be eligible for capitalization to ginseng crop costs. The amount would be expensed as period costs and accordingly, the carrying value of crop costs and inventory under US GAAP would be different. Similarly, interest that had been capitalized under Canadian GAAP and included in cost of sales would not have been reported as cost of sales for the period under US GAAP since such costs would have previously have been expensed as period costs.

Under Canadian GAAP, inventory and ginseng crops are recorded at the lower of cost or estimated net realizable value. Any write-down to estimated net realizable value can be reversed in subsequent periods if there is a change in circumstances which result in an increase in the estimated net realizable. Under US GAAP, inventory and ginseng crops are also recorded at the lower of cost or estimated net realizable value but there is no allowance to reverse a write-down to estimated net realizable value as there is under Canadian GAAP.





  Chai-Na-Ta Corp.
  Third Quarter Report
  For the periods ended September 30, 2010
CHAI-NA-TA CORP.  
Notes to the Interim Consolidated Financial Statements  
(Unaudited)  

Under Canadian GAAP, interest and finance charges are presented as operating expenses and are included in the calculation of operating income. Under US GAAP, interest and finance charges would be presented as non-operating expenses and would therefore be excluded from the calculation of operating income.

As a result of these differences, the balance sheet of the Company as at September 30, 2010 would change under US GAAP as follows:

                Increase  
                (Decrease) in  
  Canadian     US     Shareholders'  
in thousands of Canadian dollars   GAAP     GAAP     Equity  
Assets                  

Inventory

$ 1,458   $ 1,293   $ (165 )

Short-term ginseng crops

  4,883     4,879     (4 )
  $ 6,341   $ 6,172   $ (169 )
 
Shareholders' Equity $ 7,148   $ 6,979   $ (169 )

The statement of operations for the three month period ended September 30, 2010 would change under US GAAP as follows:

                Increase  
  Canadian     US     (Decrease)  
in thousands of Canadian dollars   GAAP     GAAP     in Earnings  
 
Cost of goods sold $ 2,546   $ 2,303   $ 243  
 
Operating income $ 41   $ 439   $ 398  
 
Net earnings $ 255   $ 498   $ 243  

 




  Chai-Na-Ta Corp.
  Third Quarter Report
  For the periods ended September 30, 2010
CHAI-NA-TA CORP.  
Notes to the Interim Consolidated Financial Statements  
(Unaudited)  

The statement of operations for the nine month period ended September 30, 2010 would change under US GAAP as follows:

                Increase  
  Canadian     US     (Decrease)  
in thousands of Canadian dollars   GAAP     GAAP     in Earnings  
 
Cost of goods sold $ 5,451   $ 5,118   $ 333  
 
Operating loss $ (670 ) $ (23 ) $ 647  
 
Net earnings (loss) $ (45 ) $ 288   $ 333  

 

There was no change in interest expense during the three and nine month periods ended September 30, 2010 as the Company did not capitalize any interest under Canadian GAAP.