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 May 2011
CHAI-NA-TA CORP.
Unit 100 12051 Horseshoe Way
Richmond, BC V7A 4V4
Attachments:
1. |
News Release dated May 9, 2011 Chai-Na-Ta Corp. Reports 2011 First Quarter Results |
2. |
Interim Consolidated Financial Statements Three Months Ended March 31, 2011 |
3. | |
4. | |
5. |
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: May 9, 2011 | |
Wilman Wong | |
Chief Executive Officer |
Exhibit 99.1
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Unit 100 - 12051 Horseshoe Way | |
Richmond, BC V7A 4V4 | ||
Canada | ||
Toll Free in Canada & USA: | ||
1-800-406-ROOT (7668) | ||
Telephone: | (604) 272-4118 | |
Facsimile: | (604) 272-4113 | |
OTCBB: CCCFF | ||
Web: www.chainata.com |
FOR IMMEDIATE RELEASE
Chai-Na-Ta Corp. Reports 2011 First Quarter Results
RICHMOND, BRITISH COLUMBIA May 9, 2011 Chai-Na-Ta Corp. (OTCBB: CCCFF), one of the worlds largest suppliers of North American ginseng, today announced first quarter 2011 net earnings of $1,162,000, or $0.03 per basic share, compared to a net loss of $97,000 in 2010, or less than $0.01 per basic share.
Revenue increased to $3.5 million in the first quarter of 2011 from $825,000 in the prior year period. The Company has a gross profit of 48% of sales in the 2011 first quarter compared to a gross profit of 9% in the same period last year.
We sold 44% of the inventory from our 2010 harvest by March 31, 2011 with over 90% of the remaining inventory committed to customers, said Derek Zen, Chairman of the Company, Chai-Na-Tas average selling price increased to $20.04 per pound in the first quarter of 2011 from $8.41 per pound in the first quarter of 2010.
The Company is planning to cease operations in their current form after completing the harvest in 2011 and selling of the inventory from that harvest in 2012, Mr. Zen continued, in the next twelve months, the Company will focus its attention on maximizing the yield and quality of the crops from its final harvest in Ontario in 2011.
The working capital position as at March 31, 2011 was a surplus of $7.1 million compared to a surplus of $8.7 million as at December 31, 2010.
Chai-Na-Ta Corp., based in Richmond, British Columbia, is one of the worlds largest suppliers of North American ginseng. The Company farms, processes and distributes North American ginseng as bulk root.
This news release contains forward-looking statements that reflect the Companys 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, general business conditions and other risks as outlined in the Companys periodic filings, Annual Financial Statements and Form 20-F.
Page 1 of 2
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FOR FURTHER INFORMATION PLEASE CONTACT:
Chai-Na-Ta Corp.
Wilman Wong
Chief Executive 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
Page 2 of 2
Exhibit 99.2
CHAI-NA-TA CORP.
Interim Condensed Consolidated Financial Statements
Three months ended March 31, 2011
(Unaudited - Prepared by Management)
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Interim Condensed Consolidated Balance Sheets | |
(Unaudited) |
In thousands of | March 31 | December 31 | |||||
Canadian dollars | Note | 2011 | 2010 | ||||
ASSETS | |||||||
Current assets |
|||||||
Cash |
$ | 1,490 | $ | 2,659 | |||
Accounts receivable |
63 | 27 | |||||
Inventory |
3,014 | 4,835 | |||||
Ginseng crops |
3,429 | 3,149 | |||||
Prepaid expenses |
47 | 78 | |||||
Total current assets | 8,043 | 10,748 | |||||
Prepaid expenses | 12 | 15 | |||||
Property, plant and equipment | 2,153 | 2,232 | |||||
Total assets | $ | 10,208 | $ | 12,995 | |||
LIABILITIES | |||||||
Current liabilities | |||||||
Accounts payable and accrued liabilities |
$ | 693 | $ | 522 | |||
Customer deposits |
294 | 1,479 | |||||
Total current liabilities | 987 | 2,001 | |||||
Long-term debt | 3 | - | 2,984 | ||||
Total liabilities | 987 | 4,985 | |||||
SHAREHOLDERS' EQUITY | |||||||
Share capital |
4 | 38,226 | 38,226 | ||||
Contributed surplus |
9,436 | 9,436 | |||||
Accumulated other comprehensive income |
966 | 917 | |||||
Deficit |
(39,407 | ) | (40,569 | ) | |||
Total shareholders' equity | 9,221 | 8,010 | |||||
$ | 10,208 | $ | 12,995 |
Commitments (Note 7)
Approved by the Board:
/s/ DEREK ZEN | /s/ WILMAN WONG | |||
Derek Zen | Wilman Wong | |||
Chairman | Chief Executive Officer |
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Interim Condensed Consolidated Statements of Operations | |
(Unaudited) |
Three months ended | |||||||
in thousands of | March 31 | March 31 | |||||
Canadian dollars (except per share and share amounts) | Note | 2011 | 2010 | ||||
Revenue | $ | 3,525 | $ | 825 | |||
Cost of goods sold | 1,834 | 747 | |||||
Gross margin | 1,691 | 78 | |||||
Selling, general and administrative expenses | 5 | 476 | 203 | ||||
Operating income (loss) | 1,215 | (125 | ) | ||||
Interest expense on long-term debt | (9 | ) | (70 | ) | |||
Other (loss) income | 6 | (44 | ) | 98 | |||
NET EARNINGS (LOSS) | $ | 1,162 | $ | (97 | ) | ||
Basic and diluted earnings (loss) per share | $ | 0.03 | $ | (0.00 | ) | ||
Weighted average number of shares used to calculate basic and diluted loss per share (in thousands) | 34,698 | 34,698 |
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Interim Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income (Loss) | |
(Unaudited) |
Accumulated | |||||||||||||||||||||
in thousands of Canadian | Common | Other | Total | ||||||||||||||||||
dollars (except number of | Shares | Share | Contributed | Comprehensive | Shareholders' | Comprehensive | |||||||||||||||
shares in thousands) | Outstanding | Capital | Surplus | Deficit | Income (Loss) | Equity | Income (Loss) | ||||||||||||||
Balance - January 1, 2010 | 34,698 | $ | 38,226 | $ | 9,436 | $ | (41,827 | ) | $ | 806 | $ | 6,641 | |||||||||
Net loss | - | - | - | (97 | ) | - | (97 | ) | $ | (97 | ) | ||||||||||
Cumulative translation adjustment | - | - | - | - | 68 | 68 | 68 | ||||||||||||||
Balance - March 31, 2010 | 34,698 | $ | 38,226 | $ | 9,436 | $ | (41,924 | ) | $ | 874 | $ | 6,612 | $ | (29 | ) | ||||||
Balance - January 1, 2011 | 34,698 | $ | 38,226 | $ | 9,436 | $ | (40,569 | ) | $ | 917 | $ | 8,010 | |||||||||
Net earnings | - | - | - | 1,162 | - | 1,162 | $ | 1,162 | |||||||||||||
Cumulative translation adjustment | - | - | - | - | 49 | 49 | 49 | ||||||||||||||
Balance - March 31, 2011 | 34,698 | $ | 38,226 | $ | 9,436 | $ | (39,407 | ) | $ | 966 | $ | 9,221 | $ | 1,211 |
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Interim Condensed Consolidated Statements of Cash Flows | |
(Unaudited) |
Three months ended | ||||||
in thousands of | March 31 | March 31 | ||||
Canadian dollars | 2011 | 2010 | ||||
Operating Activities | ||||||
Net earnings (loss) |
$ | 1,162 | $ | (97 | ) | |
Items included in net earnings (loss) not affecting cash: |
||||||
Cost of ginseng crops sold |
1,818 | 736 | ||||
Depreciation and amortization |
2 | 2 | ||||
Loss on disposal of property, plant and equipment |
- | 8 | ||||
Non-cash foreign exchange gains |
(13 | ) | (156 | ) | ||
Changes in non-cash operating assets and liabilities: |
||||||
Accounts receivable |
(36 | ) | 2 | |||
Inventory |
4 | (8 | ) | |||
Prepaid expenses |
34 | 44 | ||||
Accounts payable and accrued liabilities |
199 | (31 | ) | |||
Customer deposits |
(1,185 | ) | (286 | ) | ||
Crop cost expenditures |
(203 | ) | (230 | ) | ||
1,782 | (16 | ) | ||||
Financing Activities | ||||||
Repayment of long-term debt |
(2,950 | ) | (448 | ) | ||
(2,950 | ) | (448 | ) | |||
Investing Activities | ||||||
Proceeds from disposition of property, plant and equipment |
- | 6 | ||||
- | 6 | |||||
Effect of foreign exchange rates changes on cash | (1 | ) | (1 | ) | ||
NET DECREASE IN CASH | (1,169 | ) | (459 | ) | ||
CASH, BEGINNING OF THE PERIOD | 2,659 | 2,488 | ||||
CASH, END OF THE PERIOD | $ | 1,490 | $ | 2,029 |
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Notes to the Interim Condensed Consolidated Financial Statements | |
(Unaudited) | |
1. | Nature of operations |
The Company operates North American ginseng farms in Ontario, Canada, on which ginseng root is planted, cultivated and harvested. The Company sells ginseng in its primary markets of Hong Kong and China, and to a lesser extent Canada and the United States of America, through its wholly-owned subsidiaries. The Company also sells ginseng-based value-added products in Canada although they do not represent a significant percentage of sales.
The Company did not plant new crops in 2009 or 2010 and is expecting to cease operations in their current form after completing the harvest in 2011 and the sale of the inventory from that harvest in 2012. 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. Management anticipates there will be positive cash inflows from operations for 2011 and 2012.
The Company is publicly traded with no single shareholder holding a majority of the Company’s common shares. The largest shareholder of the Company is Wai Kee Holdings Limited (“Wai Kee”), a publicly traded Hong Kong based company, which owns 46% of the shares of the Company.
2. | Summary of significant accounting policies |
Basis of presentation
These interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (US GAAP) for interim reporting periods. The Company began reporting in accordance with US GAAP on January 1, 2011 and formerly was reporting in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). 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, 2010 which were prepared in accordance with Canadian GAAP and included a discussion of the differences between Canadian GAAP and US GAAP in Note 20.
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, 2011.
All amounts included in these interim consolidated financial statements are expressed in Canadian dollars ("CAD") unless otherwise noted.
Basis of consolidation
These interim consolidated condensed financial statements include the accounts of the Company and those of its subsidiaries. All significant intercompany transactions and balances have been eliminated.
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Notes to the Interim Condensed Consolidated Financial Statements | |
(Unaudited) | |
Revenue recognition
Sales of goods are recognized when persuasive evidence of an arrangement exists, delivery has occurred, title and risk have passed to the customer, the sales price is fixed and determinable, and collectibility is reasonably assured. These conditions are generally satisfied when the goods are delivered to the end customers or to the wholesale distributor. In instances when the above criteria are not satisfied, revenue is deferred until all conditions required for recognition of revenue are met.
Cash
Cash consists of cash on hand and cash deposited in a large, high quality financial institution.
Inventory
Inventory is valued at the lower of average cost or net realizable value. The determination of net realizable value reflects management’s best estimate of the expected selling price of its ginseng roots with a 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. All of the inventory is costed using the specific identification method.
Ginseng crops
The Company uses the full absorption costing method to value its ginseng crops. Included in the cost of ginseng crops are seeds, labour, applicable overhead and supplies. Common costs are allocated in each period based on the total number of acres under cultivation during the period. The carrying value of ginseng crops is reviewed on a regular basis for any impairment in value, using management’s best estimate as to expected future market values, yields and costs to harvest. Ginseng costs related to the acreage harvested and sold have been charged to cost of sales.
Property, plant and equipment
Property, plant and equipment are recorded at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful life of the assets as detailed in the Company's annual audited financial statements. Property, plant and equipment are reviewed on a regular basis for impairment upon the occurrence of events or changes in circumstances which indicate that the net book value of the assets may not be recoverable based on estimated undiscounted future cash flows generated by their use. To the extent not recoverable, impaired assets are written down to their fair value. Routine maintenance and repairs to items used in the farming operations are charged to ginseng crops as incurred while items used for selling, general and administrative activities are expensed as incurred. All property, plant and equipment are classified as assets held for use as at March 31, 2011.
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Notes to the Interim Condensed Consolidated Financial Statements | |
(Unaudited) | |
Financial instruments
FASB Accounting Standards Codification Topic 820, Fair Value Measurements requires disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value.
The Company has designated its cash and foreign exchange forward contracts as held-for-trading, which are measured at fair market value with changes in fair value recorded in earnings. Accounts receivable are classified as loans and receivable which are measured at amortized cost. Accounts payable, accrued liabilities and long-term debt are classified as other liabilities, which are measured at amortized cost.
ASC 820-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers and it considers assumptions that market participants would use when pricing the asset or liability.
ASC 820-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820-10 establishes three levels of inputs that may be used to measure fair value:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model- derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Notes to the Interim Condensed Consolidated Financial Statements | |
(Unaudited) | |
Concentration of credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk on accounts receivable from customers and on cash and foreign exchange forward contracts. A majority of the Company's sales are made to a small number of customers that are concentrated in Asian markets. To manage its credit risk, the Company carefully monitors credit terms, investigates credit history and only grants credit to customers with established relationships or acceptable credit ratings. Letters of credit may be used, or inventory may be held as security until payment is received, when such relationships have not been established. The credit risk on the Company's cash and foreign exchange forward contracts are substantially minimized as they are placed in, or contracted with, large, high quality financial institutions. While the Company is exposed to credit losses due to the financial collapse by those who are custodians to the Company's cash and those that are counter parties to the foreign exchange forward contracts, the Company considers this risk quite remote.
Value-added taxes
Value-added taxes that are collected from customers and remitted to taxing authorities are excluded from sales. Likewise, value-added taxes that are paid and refunded by taxing authorities are excluded from cost of sales.
Income taxes
The Company follows the asset and liability method of accounting for income taxes. Under this method, the change in the net deferred tax asset or liability is included in the computation of net income. Deferred tax assets and liabilities are measured using the enacted tax rates applicable to taxable income in the years in which the temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based upon the classification of the related asset or liability in the financial statements or the expected timing of their reversal if they do not relate to a specific asset or liability. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
Under current conditions and expectations, the Company does not foresee any significant changes in unrecognized tax benefits that would be have a material impact on the Company’s financial statements. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company has not accrued interest or penalties related to uncertain tax positions as of December 31, 2010. Management is currently unaware of any issues under review that could results in significant payments, accruals or material deviations from its position.
The Company has made its assessment of the level of tax authority for each tax position (including the potential application of interest and penalties) based on the technical merits.
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Notes to the Interim Condensed Consolidated Financial Statements | |
(Unaudited) | |
Foreign currency translation
The functional and reporting currency of the Company excluding its subsidiary CNT Trading (Hong Kong) Limited ("CNTT") is the CAD. Monetary assets and liabilities denominated in currencies other than the CAD are translated into the CAD at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the CAD during the year are converted into CAD at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the interim condensed consolidated statement of operations.
The financial records of CNTT are maintained in its local currency, the Hong Kong dollar ("HKD"), which is the functional currency. Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues, expense gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income (loss) in the interim condensed consolidated statement of shareholders' equity and comprehensive income (loss). The Company has chosen the CAD as the reporting currency.
Leases
The Company leases equipment for use in its farming operations where leasing offers advantages of flexibility and lower costs compared to other forms of financing. The Company also lease agricultural land for virtually all of its plantings. All leases are evaluated upon inception and upon any subsequent modifications and are classified as either capital leases or operating leases. All of the Company's current leases for farming equipment, vehicles and agricultural land are classified as operating leases.
Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing net earnings (loss) attributable 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 share 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. There were no convertible preferred shares outstanding in 2009 or 2010.
Comprehensive income
Comprehensive income includes all changes in equity except for those resulting from investments by owners and distributions to owners and is comprised of net income and foreign-currency translation adjustments. The Company discloses this information on its statement of shareholders’ equity.
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Notes to the Interim Condensed Consolidated Financial Statements | |
(Unaudited) | |
Foreign exchange forward contracts
The Company periodically entered into foreign exchange forward contracts to manage foreign exchange risk associated with debt repayments denominated in foreign currencies. Realized and unrealized gains and losses resulting from changes in the market value of these contracts were recorded as other income unless they met specified criteria to qualify as a hedging instrument. The Company has not had any contracts that meet the criteria for a hedging instrument. Since the Company no longer has any debt denominated in foreign currencies, the Company currently has no outstanding foreign exchange forward contracts and does not anticipate entering into any new foreign exchange forward contracts.
Use of estimates
The presentation of financial statements in conformity with US GAAP 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 | March 31 | December 31 | ||||
Canadian dollars | 2011 | 2010 | ||||
Term loan | $ | - | $ | 2,984 | ||
Less: current portion | - | - | ||||
$ | - | $ | 2,984 |
On September 1, 2009, the Company agreed to a three year extension of the remaining HK$51,500,000 (equivalent to $6,438,000 at March 31, 2011) loan facility from a company formerly under common control. The loan was denominated in the amounts of HK$21,125,000 (equivalent to $2,678,000 at March 31, 2011) and US$3,878,000 (equivalent to $3,760,000 at March 31, 2011) and was unsecured and bore interest at 6.25%. The Company repaid HK$21,125,000 ($2,820,000) and US$878,000 ($892,000) during the year ended December 31, 2010 bringing the balance down to US$3,000,000 ($2,984,000) at December 31, 2010 which was repaid during the three month period ended March 31, 2011 settling the loan facility in full.
4. | Share capital |
Number of Shares | |||||||||
In thousands | Authorized | Outstanding | Amount | ||||||
Common Shares - without par value | |||||||||
Balance as at December 31, 2010 and March 31, 2011 | Unlimited | 34,698 | $ | 38,226 |
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Notes to the Interim Condensed Consolidated Financial Statements | |
(Unaudited) | |
5. | Selling, general and administrative expenses |
Three months ended | ||||||
in thousands of | March 31 | March 31 | ||||
Canadian dollars | 2011 | 2010 | ||||
Retention bonuses | $ | 63 | $ | - | ||
Other selling, general and administrative expenses | 413 | 203 | ||||
$ | 476 | $ | 203 |
During 2010, the Company agreed to pay retention bonuses totalling $485,000 to corporate and farm management and staff to ensure the stability of the operation through the expected final harvest in 2011 and the sale of the Company’s assets in 2012. These retention bonuses are contingent on the satisfactory completion of the job duties of each employee up to their termination date. During the three months ended March 31, 2011, $63,000 (2010 - $NIL) of expenses were incurred and included in accounts payable and accrued liabilities. The remaining balance will be recorded over the remaining service period for the employees and will be adjusted for changes in employees on a prospective basis.
6. | Other (loss) income |
Three months ended | ||||||
in thousands of | March 31 | March 31 | ||||
Canadian dollars | 2011 | 2010 | ||||
Foreign exchange (losses) gains | $ | (47 | ) | $ | 105 | |
Loss on disposal of property, plant and equipment | - | (8 | ) | |||
Other non-operating income | 3 | 1 | ||||
$ | (44 | ) | $ | 98 |
Foreign exchange (losses) gains for the three months ended March 31, 2011 include a $36,000 loss (2010 - $43,000 loss) on foreign exchange forward contracts.
7. | Commitments |
The Company has entered into operating leases for vehicles, farming equipment and offices expiring at various times to 2012. Total future minimum payments required under these leases are as follows:
Less than 1 year | $ | 76 | ||
1 - 2 years | 12 | |||
$ | 88 |
The Company is committed to agricultural land rentals for the next two years as follows:
Less than 1 year | $ | 23 | ||
1 - 2 years | 24 | |||
$ | 47 |
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Notes to the Interim Condensed Consolidated Financial Statements | |
(Unaudited) | |
The Company’s commitment to agriculture land rentals for 2012 can be alleviated upon completion of the harvest of the ginseng crops in 2011 and after notification has been given to the respective landlords.
The Company is committed to maintaining its ginseng crops from the time of initial planting to the time of harvesting, which usually takes three to four years. The Company expects that it will harvest all its remaining ginseng crops in 2011. The cost of maintaining these crops is currently financed through the sale of inventory and have not been included in the amounts detailed above.
8. | 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. Information by geographic region is summarized as follows:
Three months ended | ||||||
in thousands of | March 31 | March 31 | ||||
Canadian dollars | 2011 | 2010 | ||||
External revenue from operations located in: | ||||||
Canada |
$ | 2,486 | $ | 43 | ||
Hong Kong and People's Republic of China |
1,039 | 782 | ||||
$ | 3,525 | $ | 825 | |||
Intersegment revenue from operations located in: | ||||||
Canada |
$ | 1,000 | $ | 836 | ||
Hong Kong and People's Republic of China |
- | - | ||||
$ | 1,000 | $ | 836 | |||
Net earnings (loss) from operations located in: | ||||||
Canada |
$ | 1,200 | $ | (77 | ) | |
Hong Kong and People's Republic of China |
(38 | ) | (20 | ) | ||
$ | 1,162 | $ | (97 | ) |
All of the Company’s long-lived assets, which comprise of all assets not classified as current, were in the Canadian geographic region as at March 31, 2011 and March 31, 2010.
Chai-Na-Ta Corp. | |
First Quarter Report | |
For the period ended March 31, 2011 | |
CHAI-NA-TA CORP. | |
Notes to the Interim Condensed Consolidated Financial Statements | |
(Unaudited) | |
Major customers:
For the three months ended March 31, 2011, revenue included sales to three major customers which accounted for $2,376,000 from the Canadian geographic region and $641,000 and $398,000, respectively, from the Hong Kong and People's Republic of China geographic region (March 31, 2010 -two customers from the Hong Kong and People's Republic of China geographic region which accounted for $434,000 and $348,000, respectively). Major customers include all customers with whom the Company has derived revenue greater than 10% of its total revenue within the reporting period.
9. | 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, a subsidiary of the Company. The Company paid management fees of $14,000 (2010 - $21,000) for the three months ended March 31, 2011 of which $9,000 (2010 - $12,000) remains outstanding and is included in accounts payable and accrued liabilities on the consolidated balance sheet. This transaction is measured at the exchange value.
Exhibit 99.3
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND OPERATING RESULTS
For the three month period ended March 31, 2011
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. Additional comments relate to changes made to operations since the year-end and their expected financial impact.
This commentary has been prepared as of May 6, 2011 and should be read in conjunction with the unaudited interim consolidated financial statements as at March 31, 2011 and for the three month periods ended March 31, 2011 and 2010 and their accompanying notes prepared in accordance with United States generally accepted accounting principles (US GAAP). The Company began reporting in accordance with US GAAP on January 1, 2011 and formerly was reporting in accordance with Canadian generally accepted accounting principles (Canadian GAAP). The discussion and analysis should also be read in conjunction with the 2010 annual audited financial statements and MD&A which can be found on the Companys website. The 2010 annual audited financial statements were prepared in accordance with Canadian GAAP and included a discussion of the differences between Canadian GAAP and US GAAP in Note 20. Upon reporting in accordance US GAAP, certain historic equity related transactions were classified differently compared to Canadian GAAP which changed the reported balances of share capital, contributed surplus and deficit but in aggregate did not affect total shareholders equity. Amounts are expressed in Canadian dollars, unless otherwise specified.
Some of the statements made in this analysis are forward-looking statements, such as estimates and statements that describe the Companys 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. The forecasts and projections that make up the forward-looking information are based on assumptions, which include, but are not limited to, no significant operational disruptions or environmental liability as a result of a catastrophic event or environmental upset; the competitiveness of ginseng pricing; access to capital at borrowing rates acceptable to the Company; interest rates; and exchange rates. Actual results in each case could differ materially from those currently anticipated in such statements.
OVERVIEW
Chai-Na-Ta Corp. is one of the worlds largest suppliers of North American ginseng and is headquartered in Richmond, British Columbia, Canada, with farming operations in Ontario. The Company did not plant new crops in 2009 or 2010 and is planning to cease operations in their current form after completing the harvest in 2011 and the sale of the inventory from that harvest in 2012. The intention to cease operations resulted in the Company offering retention bonuses to certain management and staff to ensure continuity and operational efficiency until the intended closure date. The Companys wholly owned subsidiary in Hong Kong is responsible for the marketing and distribution of its products in China, Hong Kong and Southeast Asia.
1
The Company continued to sell its inventory from the 2010 harvest in the first quarter of 2011 and recorded a gross margin of $1.7 million on revenue of $3.5 million for the three month period ended March 31, 2011 compared to a gross margin of $78,000 on revenue of $825,000 for the three month period ended March 31, 2010. The increase in revenue and gross margin was due to an increase in the volume of sales and higher prices achieved. This also resulted in the Company recording net earnings of $1,162,000 for the three month period ended March 31, 2011 compared to a net loss of $97,000 for the same period in the prior year.
RESULTS OF OPERATIONS
Revenue increased more than four fold to $3,525,000 in the first quarter of 2011 from $825,000 in the first quarter of the previous year. The Company sold 176,000 pounds of root for an average price of $20.04 per pound in the first three months of 2011 compared to 98,000 pounds of root sold for an average price of $8.41 per pound in the first three months of 2010. The increase in the quantity sold was the result of an increase in customer demand in the first quarter of 2011 compared to 2010 in which customers took delivery of a greater proportion of inventory from the 2009 harvest in the last three quarters of 2010. The higher average sales price during the three month period ended March 31, 2011 was a result of the higher quality, five-year-old root that was harvested by the Company during the 2010 harvest season. The low average sales price during the first three months of 2010 was due to the majority of the inventory sold being from the 2008 harvest in British Columbia which was inferior in quality. The Company still has 304,000 pounds of inventory with a cost of over $3.0 million from its 2010 harvest of which 90% has been committed to by customers. The Company expects to sell all of its remaining inventory from the 2010 harvest during the remainder of 2011.
Cost of goods sold was 52% of sales revenue in the first quarter of 2011, compared to 91% in the previous year period. The Company had a gross margin of 48% of sales in the first quarter of 2011 compared to a gross margin of 9% of sales in the first quarter of 2010. The increase in gross margin in the current period was a result of higher sale prices achieved for the 2010 harvest inventory sold in 2011 which was due to a higher quality of product and an increase in overall market demand.
For the three month period ended March 31, 2011, selling, general and administrative expenses increased to $476,000 from $203,000 for the three month period ended March 31, 2010. For 2011, this amount included $63,000 in retention bonuses for management and staff which were accrued as at March 31, 2011. The amount for the current period also includes a performance bonus of $225,000 to the management and farm staff which was approved by the Board of Directors during the three month period ended March 31, 2011 and is included in accounts payable and accrued liabilities as at March 31, 2011.
2
The Company expects that its total selling, general and administrative expenses will continue to increase in 2011 compared to 2010 due to the continued accrual of retention bonuses.
Interest expense on long-term debt decreased to $9,000 in the first quarter of 2011 from $70,000 in the first quarter of 2010. The decrease in interest on long-term debt is due to a reduction in the loan balance as the Company began repaying its debt during 2010 and settled the debt obligation in full during the first quarter of 2011. The Company does not expect to incur any additional interest expense.
For the three month period ended March 31, 2011, the Company incurred operating income of $1,214,000 compared to an operating loss of $125,000 for the three month period ended March 31, 2010. The increase in operating income was primarily due to the gross margin earned on sales from the 2010 harvest in the current period.
The Company had other non-operating losses of $44,000 for the three month period ended March 31, 2011 compared to other non-operating income of $98,000 for the three month period ended March 31, 2010. The other non-operating loss in the current period is primarily due to $47,000 in foreign exchange losses in the first quarter of 2011 compared to foreign exchange gains of $105,000 for the same period in the prior year.
For the three month period ended March 31, 2011, the Company incurred net earnings of $1,162,000, or $0.03 per basic share, compared to a net loss of $97,000, or less than $0.01 per basic share, for the three month period ended March 31, 2010. The net earnings increased primarily due to the gross margin earned on sales from the 2010 harvest in the current period.
The Company did not declare any dividends on any class of shares during the three month period ended March 31, 2011 or for any period in the previous three fiscal years ended December 31, 2010.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operations was $1,782,000 for the three month period ended March 31, 2011, compared with $16,000 used by operations for the same period in 2010. Cash provided by operations increased during the current period primarily due to an increase in the amount of proceeds received from customers from the sale of inventory compared to the three month period ended March 31, 2010.
Crop cost expenditures before depreciation totalled $203,000 for the three month period ended March 31, 2011 compared to $230,000 for the same period in the prior year. The decrease in expenditures was due to a reduction in the number of acres under cultivation.
As of March 31, 2011, the Company had received $294,000 in deposits from customers. These deposits are on orders that management expects will be fulfilled in the remaining three quarters of 2011.
3
During the three month period ended March 31, 2011, the Company repaid US$3,000,000 in long-term debt at a cost of $2,950,000 which fully settled the Companys long-term debt obligation to a company formerly under common control. The Company had repaid $448,000 in the first quarter of 2010 and repaid $3,712,000 for the year ended December 31, 2010.
The Companys cash as at March 31, 2011 was $1,490,000 compared to a balance of $2,659,000 at December 31, 2010, a net decrease of $1,169,000. The working capital position of the Company at March 31, 2011 was a surplus of $7,056,000 compared to a surplus of $8,748,000 at December 31, 2010. The decrease in cash and working capital was primarily due to the $2,950,000 repayment of long-term debt.
The Company believes that its existing cash resources, together with the cash generated from future sales of inventory, will be sufficient to meet its working capital and operating requirements for the next twelve months. If the Company cannot generate sufficient cash from its existing resources, it will become necessary to secure additional financing; however there is no assurance that additional financing will be available or available on terms favourable to the Company.
As at March 31, 2011, the Company had the contractual obligations and commercial commitments outlined in the table below:
Contractual Obligations | |||||||||||
(Stated in Canadian Dollars) | Payments Due by Period | ||||||||||
Less Than | More Than | ||||||||||
Total | 1 Year | 1 - 3 Years | 3 - 5 Years | 5 Years | |||||||
Operating leases (1) | 88,000 | 76,000 | 12,000 | - | - | ||||||
Agricultural land leases (2) | 47,000 | 23,000 | 24,000 | - | - | ||||||
Total Contractual Obligations | $ | 135,000 | $ | 99,000 | $ | 36,000 | $ | - | $ | - |
(1) |
Operating leases comprise of the Companys long-term leases of equipment, office facilities and vehicles. |
(2) |
Agricultural land leases comprise of the Companys land rentals in Ontario for the cultivation of ginseng. The Companys commitment to agriculture land rentals for 2012 can be alleviated upon completion of the harvest of the ginseng crops in 2011 and after notification has been given to the respective landlords. |
The Company is committed to maintaining its ginseng crops from the time of initial planting to the time of harvesting, which usually takes three to four years. The Company expects that it will harvest all its remaining ginseng crops in 2011. The cost of maintaining these crops is currently financed through the sale of inventory. This commitment is not included in the Contractual Obligations table.
RELATED PARTY TRANSACTIONS
4
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, a subsidiary of the Company. Wai Kee is a Hong Kong based publicly traded company which owns 46% of the shares of the Company and has a director in common with the Company. The Company paid management fees of $14,000 (2010 - $21,000) for the three month period ended March 31, 2011 of which $9,000 (2010 - $12,000) remains outstanding and is included in accounts payable and accrued liabilities on the consolidated balance sheet. This transaction is measured at the exchange value.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, 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 Companys 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 managements 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 managements expectation that the inventory will eventually be sold. Although management does not believe that additional provisions are required to align the carrying value of certain inventory with its net realizable 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 and supplies required to bring them to harvest. The determination of impairment requires complex calculations and significant management estimation with respect to future costs to bring crops 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 Companys assumptions reflect managements best estimates, future events may result in materially different outcomes with respect to the recoverability of ginseng crop costs and the time required bringing the crops to harvest.
5
Income Taxes
The Company estimates its income taxes in each of the jurisdictions that it operates. The process involves estimating the current income tax exposure, together with assessing temporary differences from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities that are included in the consolidated balance sheet to the extent that a net deferred income tax asset or liability exists. The valuation of any deferred income tax assets or liabilities is reviewed quarterly and adjusted, if necessary, by use of a valuation allowance to reflect the estimated realizable amount. The process of determining if a valuation allowance is necessary includes estimates of the recoverability of inventory and ginseng crops as detailed above and an estimate of deferred interest expense. Future events may result in a materially different outcome than is estimated with respect to the recoverability of both inventory and ginseng crops.
RISKS AND UNCERTAINTIES
The Companys 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 currencies used by the Companys 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 identifies Canada as the primary economic environment in which it operates, and uses the Canadian dollar as its functional currency except for its active foreign subsidiary that operates in Hong Kong and which uses the Hong Kong dollar as its functional currency. A minor portion of the Companys accounts receivable is denominated in Hong Kong dollars. The Company monitors its exposure to foreign exchange risk and balances its foreign currency holdings to reduce exposure to any one currency by engaging in foreign exchange contracts and by repatriating any excess funds.
The Companys 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 Companys 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 or that the loss of any one wholesaler would impact the Companys ability to market roots through other channels. There can be no assurance, however, that adverse changes in the above noted factors will not materially affect the Companys business, financial condition, operating results and cash flows.
6
The Company is exposed to currency exchange risk as a result of its international markets and operations. The majority of the Companys revenue comes from buyers who are located outside of Canada and as a result, the selling price that the Company can achieve in those markets is exposed to changes in exchange rates.
FINANCIAL INSTRUMENTS
Financial instruments of the Company are represented by cash, accounts receivable and other assets, bank indebtedness, accounts payable and accrued liabilities and long-term debt. The carrying value of these instruments approximates their fair value due to the short-term maturity of such items or their bearing market related rates of interest.
OUTLOOK
The Company has improved both the quality and quantity of its annual harvest in Ontario which is reflected in the Companys profitability during the current period. However, the Company did not plant new ginseng crops in 2009 or 2010 so any effort to continue operations would result in a substantial reduction in revenue from potential harvests in 2012 through 2014. Also, the Company believes that there will continue to be a high amount of uncertainty for the market price of ginseng and does not believe that current market prices will be sustained in the long-term. The Company is planning to cease operations in their current form after completing the harvest in 2011 and selling of the inventory from that harvest in 2012. In the next twelve months, the Company will focus its attention on maximizing the yield and quality of the crops from its final harvest in Ontario in 2011.
7
Exhibit 99.4
Form 52-109FV2 - Certification of Interim Filings
Venture Issuer Basic Certificate
I, Wilman Wong, Chief Executive Officer of Chai-Na-Ta Corp., certify the following:
1. |
Review: I have reviewed the interim financial statements and interim MD&A (together, the interim filings) of Chai-Na-Ta Corp., (the issuer) for the interim period ended March 31, 2011. | |
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, 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, for the period covered by the interim filings. | |
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, 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 flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: May 9, 2011
Wilman Wong
Wilman Wong
Chief Executive Officer
NOTE TO READER In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of | ||
i) |
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specific in securities legislation; and | |
ii) |
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuers GAAP. | |
The issuers certifying officers are responsible for ensuring that process are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |
Exhibit 99.5
Form 52-109FV2 - Certification of Interim Filings
Venture Issuer Basic Certificate
I, Terry Luck, Chief Financial Officer of Chai-Na-Ta Corp., certify the following:
1. |
Review: I have reviewed the interim financial statements and interim MD&A (together, the interim filings) of Chai-Na-Ta Corp., (the issuer) for the interim period ended March 31, 2011. | |
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, 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, for the period covered by the interim filings. | |
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, 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 flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: May 9, 2011
Terry Luck
Terry Luck
Chief Financial Officer
NOTE TO READER In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of | ||
i) |
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specific in securities legislation; and | |
ii) |
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuers GAAP. | |
The issuers certifying officers are responsible for ensuring that process are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |