UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
10-Q
_______________
|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended September 30, 2009
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition period from
______to______.
CHINA
GROWTH DEVELOPMENT, INC.
(Exact
name of registrant as specified in Charter)
|
DELAWARE
|
|
333-109458
|
|
13-4204191
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Commission
File No.)
|
|
(IRS
Employee Identification No.)
|
927
Canada CT. City of Industy California 91748
(Address
of Principal Executive Offices)
_______________
(626)
581-9069
(Issuer
Telephone number)
_______________
(Former
Name or Former Address if Changed Since Last Report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2)has been subject to such filing requirements for the past 90 days.
Yes
x
No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
o
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer”
in Rule 12b-2 of the Exchange Act (Check one):
|
Large Accelerated
Filer
o
|
Accelerated
Filer
o
|
Non-Accelerated
Filer
o
|
Smaller Reporting
Company
x
|
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
Yes
o
No
x
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of November 16, 2009: 35,505,073 shares of Common
Stock.
CHINA
GROWTH DEVELOPMENT, INC.
FORM
10-Q
September
30, 2009
INDEX
PART
I-- FINANCIAL INFORMATION
|
Item
1.
|
Financial
Statements
|
F-1
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition
|
18
|
|
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
23
|
|
Item
4T.
|
Control
and Procedures
|
23
|
PART
II-- OTHER INFORMATION
|
Item
1
|
Legal
Proceedings
|
24
|
|
Item
1A
|
Risk
Factors
|
24
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
24
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
24
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
24
|
|
Item
5.
|
Other
Information
|
24
|
|
Item
6.
|
Exhibits
|
24
|
|
|
SIGNATURE
|
25
|
Item
1. Financial Information
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
|
Assets
|
|
September
30,
2009
|
|
|
December
31,
2008
|
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
Current
Assets
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
1,345,932
|
|
|
$
|
1,543,816
|
|
|
Other
receivables, net of allowance for doubtful accounts $0 and
$4,397
|
|
|
932,359
|
|
|
|
657,911
|
|
|
Loan
to related parties
|
|
|
4,220,905
|
|
|
|
2,647,049
|
|
|
Prepaid
expenses
|
|
|
-
|
|
|
|
47,188
|
|
|
Advances
to suppliers - related party
|
|
|
11,690,282
|
|
|
|
11,741,966
|
|
|
Assets
from discontinued operations
|
|
|
-
|
|
|
|
46,280
|
|
|
Total
Current Assets
|
|
|
18,189,479
|
|
|
|
16,684,210
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
assets, net
|
|
|
73,067,515
|
|
|
|
69,523,011
|
|
|
Deferred
tax assets
|
|
|
360,063
|
|
|
|
360,258
|
|
|
Intangible
assets, net
|
|
|
9,142,054
|
|
|
|
9,309,481
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
100,759,110
|
|
|
$
|
95,876,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
116,047
|
|
|
$
|
622,589
|
|
|
Loans
payable
|
|
|
4,437,960
|
|
|
|
4,075,344
|
|
|
Due
to related parties
|
|
|
939,029
|
|
|
|
146,574
|
|
|
Construction
payable
|
|
|
5,971,723
|
|
|
|
2,714,705
|
|
|
Income
tax payable
|
|
|
2,936,035
|
|
|
|
1,643,045
|
|
|
Other
payable
|
|
|
1,841,496
|
|
|
|
695,417
|
|
|
Debentures
payable
|
|
|
55,000
|
|
|
|
-
|
|
|
Deferred
revenue - current
|
|
|
7,387,396
|
|
|
|
8,233,393
|
|
|
Liabilities
from discontinued operations
|
|
|
-
|
|
|
|
75,634
|
|
|
Total
Current Liabilities
|
|
|
23,687,895
|
|
|
|
18,206,701
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
|
47,733
|
|
|
|
-
|
|
|
Deferred
revenue - non-current
|
|
|
30,723,856
|
|
|
|
35,299,821
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
54,459,485
|
|
|
|
53,506,521
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Preferred
stock - $.0001 par value; 10,000 shares authorized, 0
shares
|
|
|
|
|
|
|
|
|
|
issued
and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
Common
stock - $.0001 par value; 200,000,000 shares authorized,
|
|
|
|
|
|
|
|
|
|
35,270,007
and 34,970,007 shares issued and outstanding
|
|
|
3,527
|
|
|
|
3,497
|
|
|
Additional
paid-in capital
|
|
|
7,382,960
|
|
|
|
7,277,990
|
|
|
Other
comprehensive income
|
|
|
3,007,028
|
|
|
|
2,813,503
|
|
|
Retained
earnings
|
|
|
18,719,764
|
|
|
|
16,354,185
|
|
|
Total
Stockholders' Equity
|
|
|
29,113,279
|
|
|
|
26,449,174
|
|
|
Noncontrolling
interest
|
|
|
17,186,346
|
|
|
|
15,921,264
|
|
|
Total
Equity
|
|
|
46,299,625
|
|
|
|
42,370,438
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Equity
|
|
$
|
100,759,110
|
|
|
$
|
95,876,960
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
|
For
The Three Months
|
|
|
For
The Nine Months
|
|
|
|
|
Ended
September 30,
|
|
|
Ended
September 30,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
4,538,636
|
|
|
$
|
4,422,398
|
|
|
$
|
12,468,597
|
|
|
$
|
11,789,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General,
selling and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
expense
|
|
|
803,031
|
|
|
|
553,543
|
|
|
|
1,990,370
|
|
|
|
1,625,088
|
|
|
Other
general, selling and administrative expenses
|
|
|
1,614,055
|
|
|
|
1,483,498
|
|
|
|
5,434,678
|
|
|
|
4,707,954
|
|
|
Total
general, selling and administrative expenses
|
|
|
2,417,086
|
|
|
|
2,037,041
|
|
|
|
7,425,048
|
|
|
|
6,333,042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
|
2,121,550
|
|
|
|
2,385,357
|
|
|
|
5,043,549
|
|
|
|
5,456,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating
income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
20,519
|
|
|
|
1,714
|
|
|
|
23,733
|
|
|
|
5,180
|
|
|
Interest
expense
|
|
|
(123,931
|
)
|
|
|
(53,747
|
)
|
|
|
(298,443
|
)
|
|
|
(226,364
|
)
|
|
Other
income (expenses)
|
|
|
4,228
|
|
|
|
(35,133
|
)
|
|
|
(66,525
|
)
|
|
|
(136,681
|
)
|
|
Total
non-operating income (expenses)
|
|
|
(99,175
|
)
|
|
|
(87,166
|
)
|
|
|
(341,235
|
)
|
|
|
(357,865
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations, before tax
|
|
|
2,022,376
|
|
|
|
2,298,191
|
|
|
|
4,702,315
|
|
|
|
5,098,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax expense
|
|
|
467,375
|
|
|
|
26,872
|
|
|
|
1,054,229
|
|
|
|
69,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations, net of tax
|
|
|
1,555,001
|
|
|
|
2,271,319
|
|
|
|
3,648,086
|
|
|
|
5,028,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(87,064
|
)
|
|
Gain
on disposal of discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
25,974
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
1,555,001
|
|
|
|
2,271,319
|
|
|
|
3,674,060
|
|
|
|
4,941,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to the noncontrolling interest
|
|
|
655,334
|
|
|
|
886,392
|
|
|
|
1,478,534
|
|
|
|
2,319,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to the common stockholders
|
|
$
|
899,667
|
|
|
$
|
1,384,927
|
|
|
$
|
2,195,526
|
|
|
$
|
2,622,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share - basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations attributable to common
stockholders
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
|
Discontinued
operations attributable to common stockholders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Net
income attributable to common stockholders
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
|
Weighted
average shares outstanding, basic and diluted
|
|
|
35,101,875
|
|
|
|
34,970,007
|
|
|
|
35,014,125
|
|
|
|
33,018,023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts
attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations, net of tax
|
|
$
|
899,667
|
|
|
$
|
1,384,927
|
|
|
$
|
2,169,552
|
|
|
$
|
2,709,544
|
|
|
Loss
from discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(87,064
|
)
|
|
Gain
on disposal of discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
25,974
|
|
|
|
-
|
|
|
Net
income
|
|
$
|
899,667
|
|
|
$
|
1,384,927
|
|
|
$
|
2,195,526
|
|
|
$
|
2,622,480
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
For
The Nine Months Ended
September
30,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
2,195,526
|
|
|
$
|
2,622,480
|
|
|
Adjustments
to reconcile net income to net cash
|
|
|
|
|
|
|
|
|
|
provided
by operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
& amortization
|
|
|
2,152,616
|
|
|
|
1,791,574
|
|
|
Minority
interest
|
|
|
1,478,534
|
|
|
|
2,319,340
|
|
|
Common
shares issued for compensation
|
|
|
105,000
|
|
|
|
-
|
|
|
Warrants
issued for compensation
|
|
|
-
|
|
|
|
191,138
|
|
|
Warrants
issued in reverse acquisition
|
|
|
-
|
|
|
|
689,347
|
|
|
Gain
on disposal of discontinued operations
|
|
|
(25,974
|
)
|
|
|
-
|
|
|
Decrease
(increase) in current assets:
|
|
|
|
|
|
|
|
|
|
Other
receivable
|
|
|
(274,621
|
)
|
|
|
(44,557
|
)
|
|
Advances
to suppliers - related party
|
|
|
45,281
|
|
|
|
(104,688
|
)
|
|
Prepaid
expenses
|
|
|
47,123
|
|
|
|
22,885
|
|
|
Increase
(decrease) in liabilities:
|
|
|
|
|
|
|
|
|
|
Construction
payable
|
|
|
427,875
|
|
|
|
(537,629
|
)
|
|
Other
payable
|
|
|
1,145,500
|
|
|
|
230,432
|
|
|
Advance
from customers
|
|
|
550,455
|
|
|
|
269,863
|
|
|
Tax
payable
|
|
|
1,296,008
|
|
|
|
99,170
|
|
|
Accrued
expense
|
|
|
(335,951
|
)
|
|
|
(117,609
|
)
|
|
Deferred
revenue
|
|
|
(5,944,317
|
)
|
|
|
(5,467,843
|
)
|
|
Net
cash used in discontinued operations
|
|
|
-
|
|
|
|
(3,893
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
|
2,863,054
|
|
|
|
2,047,074
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Cash
surrendered in disposal of discontinued operations
|
|
|
(3,380
|
)
|
|
|
-
|
|
|
Cash
acquired on reverse acquisition
|
|
|
-
|
|
|
|
3,742
|
|
|
Advances
to related parties
|
|
|
(1,573,977
|
)
|
|
|
(114,717
|
)
|
|
Acquisition
of property & equipment
|
|
|
(2,741,672
|
)
|
|
|
(867,933
|
)
|
|
Proceeds
from loan receivables from employees
|
|
|
-
|
|
|
|
9,230
|
|
|
Net
cash used in investing activities
|
|
|
(4,319,029
|
)
|
|
|
(969,678
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net
proceeds from loans from related parties
|
|
|
791,873
|
|
|
|
127,307
|
|
|
Net
proceeds from short-term loans from others
|
|
|
412,213
|
|
|
|
-
|
|
|
Proceeds
from issuance of debentures
|
|
|
55,000
|
|
|
|
-
|
|
|
Net
repayments of short-term loan
|
|
|
-
|
|
|
|
(145,695
|
)
|
|
Net
cash provided by discontinued operations
|
|
|
-
|
|
|
|
3,531
|
|
|
Net
cash provided by financing activities
|
|
|
1,259,087
|
|
|
|
(14,857
|
)
|
|
|
|
|
|
|
|
|
|
|
|
EFFECT
OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS
|
|
|
(997
|
)
|
|
|
107,711
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
|
|
|
(197,884
|
)
|
|
|
1,170,250
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
& CASH EQUIVALENTS, BEGINNING BALANCE
|
|
|
1,543,816
|
|
|
|
1,184,621
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
& CASH EQUIVALENTS, ENDING BALANCE
|
|
$
|
1,345,932
|
|
|
$
|
2,354,871
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES:
|
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$
|
136,904
|
|
|
$
|
226,364
|
|
|
Income
tax paid
|
|
$
|
44,444
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
NOTE
1.
|
ORGANIZATION
AND BASIS OF PRESENTATION
|
China
Growth Development, Inc. (“CGDI”, or “the Company”), formerly known as Teeka Tan
Products, Inc., is a Delaware corporation that was initially engaged in the
business of marketing and retailing a broad line of high quality value-priced
sun care products in Florida through its wholly owned subsidiary, Teeka Tan,
Inc. CGDI was incorporated under the laws of the State of Delaware in
April 2002, under the name IHealth, Inc. In December 2005, Ihealth,
Inc. changed its name to Teeka Tan Products, Inc. On December 13,
2007, Teeka Tan Products, Inc. changed its name to China Growth Development,
Inc.
On May 7,
2008, the reverse acquisition between CGDI and Taiyuan Rongan Business Trading
Company, Limited (“TRBT”), a company incorporated under the laws of the People’s
Republic of China (“PRC) was effected pursuant to the Stock for Stock Equivalent
Exchange Agreement and Plan entered into by CGDI and TRBT on November 12,
2007. All of TRBT’s existing capital contributors assigned 80% of
their capital contributions in TRBT to CGDI in exchange for an aggregate of
31,500,000 shares of CGDI’s common stock and common stock purchase warrants to
purchase an aggregate of 1,400,000 shares of CGDI’s common stock at an exercise
price of $0.50 per share. Upon the effectiveness of the reverse
acquisition, TRBT has been in the process of preparing documents required by the
various divisions of the Chinese government for approval or validation of the
transaction.
TRBT was
incorporated in Taiyuan City, Shanxi Province, China in December 2005 under the
laws of the PRC. TRBT is engaged in the business of building and
operation of commercial real estates in China. TRBT holds 76.1% of
the issued and outstanding capital contributions of five subsidiaries organized
in China that owns and operates shopping malls.
The five
subsidiaries of TRBT, including Yudu Minpin Shopping Mall (“Yudu”), Xicheng
Shopping Mall (“Xicheng”, also known as Taiyuan Clothing City), Jingpin Clothing
City (“Jingpin”), Longma Shopping Mall (“Longma”), and Xindongcheng Clothing
Distribution Mall (“Xindongcheng”) were owned initially by Taiyuan Clothing City
Group (“TCCG”), the predecessor company of TRBT, prior to May,
2003. During the year 2003, these five shopping malls were acquired
by individuals and incorporated as five separate business
entities. In January, 2005, TCCG reacquired 51% ownership of each of
five shopping malls from the individual shareholders and increased its
ownerships to 76.1%.
In
December 2005, TRBT, which is related to Taiyuan Clothing City Group (“TCCG”)
through common ownership, was incorporated. In December 2005, TRBT
acquired all the shares owned by TCCG for the five shopping
malls. All five shopping malls are located in Taiyuan City, Shanxi
Province, China. TRBT leases each shopping mall booth to commercial
tenants conducting business in retail, wholesale and distribution of clothes,
shoes, cosmetics, beddings, etc.
The
accompanying unaudited interim consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission and generally accepted accounting principles for interim financial
reporting. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for fair
presentation have been included. Operating results for the nine-month
period ended September 30, 2009 are not necessarily indicative of the results
that may be expected for the year ended December 31, 2009.
|
NOTE
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis
of consolidation
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Under
accounting principles generally accepted in the United States, the share
exchange is considered to be a capital transaction in substance, rather than a
business combination. That is, the share exchange is equivalent to
the issuance of stock by CGDI for the net monetary assets of TRBT, accompanied
by a recapitalization, and is accounted for as a change in capital
structure. Accordingly, the accounting for the share exchange will be
identical to that resulting from a reverse acquisition, except no goodwill will
be recorded. Under reverse takeover accounting, the post reverse
acquisition comparative historical financial statements of the legal acquirer,
CGDI, are those of the legal acquiree which are considered to be the accounting
acquirer, TRBT. Shares and per share amounts stated have been
adjusted to reflect the merger.
Based
upon the circumstance that TRBT is considered to have acquired CGDI in the
reverse acquisition effective May 7, 2008, and that its capital contributors
currently have voting control of CGDI, the accompanying financial statements and
related disclosures in the notes to financial statements present the financial
position as of December 31, 2008 and 2007, and the operations for the years then
ended, of TRBT and its subsidiaries under the name of CGDI. The
reverse acquisition has been recorded as a recapitalization of CGDI, with the
consolidated net assets of TRBT and its subsidiaries, and net assets CGDI
brought forward at their historical bases. The costs associated with
the reverse acquisition have been expensed as incurred.
Intercompany
accounts and transactions have been eliminated in
consolidation. Certain data in the financial statements of the prior
period has been reclassified to conform to the current period
presentation.
Revenue
recognition and deferred revenue
The
Company's revenue recognition policies are in compliance with Staff Accounting
Bulletin (SAB) 104. Revenue is recognized when services are rendered
to customers when a formal arrangement exists, the price is fixed or
determinable, the delivery is completed, no other significant obligations of the
Company exist and collectability is reasonably assured. The Company
recognizes revenue net of an allowance for estimated returns, at the time the
merchandise is sold or services performed. The allowance for sales
returns is estimated based on the Company’s historical
experience. Sales taxes are presented on a net basis (excluded from
revenues and costs). If the Company had any merchandise on
consignment, the related sales from merchandise on consignment would be recorded
when the retailer sold such merchandise. Payments received before all
of the relevant criteria for revenue recognition are satisfied are recorded as
deferred revenue.
The
Company has two major sources of revenue from its shopping mall leasing
business, including rental revenue and management services
revenue. Rent covering the entire leasing period is generally
collected up front from the tenants upon signing the lease agreements, and
recorded as deferred revenue. Rental revenue is then recognized over
the respective lease term, generally on a monthly basis. Deferred
revenue is classified as current and non-current based on the length of
maturities. In addition to rental revenue, the Company charges
management services fee from its tenants based on the size of the leasing
unit. Such management services fee is generally collected once a
month, or once every two to three months at certain locations. Fees
collected in advance to the months of services being performed will be deferred
and recognized as income in the later period being earned.
As of
September 30, 2009 and December 31, 2008, current deferred revenue was
$7,387,396 and $8,233,393, whereas non-current deferred revenue was $30,723,856
and $35,299,821, respectively.
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Shipping
and handling costs
Amounts
billed to customers in sales transactions related to shipping and handling
represent revenues earned for the goods provided and are included in
sales. Costs of shipping and handling are included in the cost of
goods sold.
Use
of estimates
The preparation of financial
statements in conformity with generally
accepted accounting principles requires management to make
estimates
and assumptions that affect the reported amounts
of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Cash
and cash equivalents
Cash and
cash equivalents include cash on hand and cash in time deposits, certificates of
deposit and all highly liquid debt instruments with original maturities of three
months or less.
Accounts
receivable
We
maintain allowances for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. If the
financial condition of customers were to deteriorate, resulting in an impairment
of their ability to make payments, additional allowances may be
required.
Provision
for slow moving and obsolete inventory
We write
down our inventory for estimated unmarketable inventory or obsolescence equal to
the difference between the cost of inventory and the estimated market value
based on assumptions about future demand and market conditions. If
actual market conditions are less favorable than those projected by management,
additional inventory write-downs may be required.
Property
and equipment
Machinery
and equipment are stated at cost. Expenditures for maintenance and repairs are
charged to earnings as incurred; additions, renewals and betterments are
capitalized. When property and equipment are retired or otherwise
disposed of, the related cost and accumulated depreciation are removed from the
respective accounts, and any gain or loss is included in
operations. Depreciation of automobiles is provided using the
straight-line method over 5 to 20 years. Depreciation of furniture is
provided using the straight-line method over 5 to 10
years. Depreciation of machinery and equipments is provided using the
straight-line method over 3 to 30 years. Depreciation of building is
provided using the straight-line method over 30 to 40 years.
Impairment
of long-lived assets
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Effective
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS 144"), which addresses financial accounting and
reporting for the
impairment or disposal of long-lived assets and supersedes SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting
the Results of Operations for a
Disposal of a Segment of a Business." The Company periodically
evaluates the carrying value of long-lived assets to be held and used in
accordance with SFAS 144. SFAS 144 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amounts. In
that event, a loss is recognized based
on the amount by which the carrying
amount exceeds the fair market value of the long-lived assets. Loss
on long-lived assets to be disposed of is determined in a similar manner, except
that fair market values are reduced for the cost of disposal. Based
on its review, the Company believes that as of September 30, 2009 and December
31, 2008, there was no significant impairment of its long-lived
assets.
Intangible
assets
SFAS No.
142, “Goodwill and Other Intangible Assets”, requires an initial impairment
assessment involving a comparison of the fair value of trademarks, patents and
other intangible assets to current value. Intangible assets
determined to have finite lives are amortized over their useful
lives. The Company tests intangible assets for impairment at least
annually, or more frequently if events or circumstances indicate that an asset
might be impaired. An impairment loss shall be recognized if the
carrying amount of an intangible asset is not recoverable and its carrying
amount exceeds its fair value. After an impairment loss is
recognized, the adjusted carrying amount of the intangible asset shall be its
new accounting basis. Subsequent reversal of a previously recognized
impairment loss is prohibited.
For the
year ended December, 31 2008, the Company performed an annual impairment test of
intangible assets. The Company considered both the income and market
approaches in determining the implied fair value of the intangible
assets. While future estimated operating results and cash flows are
considered, the Company eventually employed the market approach which required
appraisal reports from third-party appraisers or comparable market
data. As a result of this analysis, the Company concluded that the
carrying amounts of intangible assets exceeded their appraised fair values and
recorded an impairment charge of approximately $1,441,032 for the year ended
December 31, 2008. Based on its review, the Company believes that as
of September 30, 2009, there was no further impairment of its intangible
assets.
Fair
value of financial instruments
Statement
of Financial Accounting Standard No. 107, “Disclosures about Fair Value of
Financial Instruments”, requires that the Company disclose estimated fair values
of financial instruments. The carrying amounts reported in the statements of
financial position for current assets and current liabilities qualifying as
financial instruments are a reasonable estimate of fair value.
Earnings
per share
The
Company has adopted SFAS No. 128, "Earnings per Share." Earnings per
common share are computed by dividing income available to common shareholders by
the weighted average number of common shares outstanding during the
period. As of September 30, 2009 and December 31, 2008 the Company
had common stock warrants that would have converted into 1,410,000 and 1,910,000
shares of common stock, respectively. The terms of the stock warrants
allow the shares to be converted at a conversion price ranging from $0.50 to
$7.00 per share, which was above the average closing price of the Company’s
stock during the nine months ended September 30, 2009. As
such, it is more likely that the warrants would not be converted, which had no
dilutive effect to the earnings per share.
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Stock-based
compensation
Effective
January 1, 2006 The Company adopted SFAS No. 123R "Share-Based Payment" ("SFAS
123R"), a revision to SFAS No. 123 "Accounting for Stock-Based Compensation"
("SFAS 123"). Prior to the adoption of SFAS 123R, the Company
accounted for stock options in accordance with APB Opinion No. 25 "Accounting
for Stock Issued to Employees" (the intrinsic value method), and accordingly,
recognized no compensation expense for stock option grants.
Under the
modified prospective approach, the provisions of SFAS 123R apply to new awards
and to awards that were outstanding on January 1, 2006 that are subsequently
modified, repurchased pr cancelled. Under the modified prospective
approach, compensation cost recognized in the year ended December 31, 2006
includes compensation cost for all share-based payments granted prior to, but
not yet vested as of January 1, 2006, based on the grant-date fair value
estimated in accordance with the original provisions of SFAS 123, and the
compensation costs for all share-based payments granted subsequent to January
31, 2006, based on the grant-date fair value estimated in accordance with the
provisions of SFAS 123R. Prior periods were not restated to reflect
the impact of adopting the new standard.
Income
taxes
The
Company utilizes SFAS No. 109 (“SFAS 109”), "Accounting for Income Taxes," which
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred income taxes
are recognized for the tax consequences in future years of differences between
the tax bases of assets and liabilities and their financial reporting amounts at
each period end based on enacted tax laws and statutory tax rates applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized.
The
Company adopted the provisions of FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes” (“FIN 48”), effective January 1,
2007. FIN 48 was issued to clarify the requirements of SFAS 109
relating to the recognition of income tax benefits. FIN 48 provides a
two-step approach to recognizing and measuring tax benefits when the benefits’
realization is uncertain. The first step is to determine whether the
benefit is to be recognized; the second step is to determine the amount to be
recognized:
|
§
|
Income
tax benefits should be recognized when, based on the technical merits of a
tax position, the entity believes that if a dispute arose with the taxing
authority and were taken to a court of last resort, it is more likely than
not (i.e. a probability of greater than 50 percent) that the tax position
would be sustained as filed; and
|
|
§
|
If
a position is determined to be more likely than not of being sustained,
the reporting enterprise should recognize the largest amount of tax
benefit that is greater than 50 percent likely of being realized upon
ultimate settlement with the taxing
authority.
|
As a
result of the implementation of FIN 48, the Company made a comprehensive review
of its portfolio of tax positions in accordance with recognition standards
established by FIN 48. The Company recognized no material adjustments
to liabilities or stockholders’ equity in lieu of the
implementation. The adoption of FIN 48 did not have a material impact
on the Company’s financial statements.
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Segment
reporting
Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure about
Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management
approach model is based on the way a company's management organizes segments
within the company for making operating decisions and assessing
performance. Reportable segments are based on products and services,
geography, legal structure, management structure, or any other manner in which
management disaggregates a company.
Foreign
currency translation and comprehensive income
The
Company accounts for foreign currency translation pursuant to SFAS No. 52,
"Foreign Currency Translation" ("SFAS 52"). The functional currency
of the Company’s shopping mall unit leasing business in China (TRBT) is the
Chinese Yuan Renminbi (CNY). TRBT’s financial statements were
maintained and presented in CNY, which were translated into U.S. Dollars (USD)
in accordance with SFAS 52. Under SFAS 52, all assets and liabilities
are translated at the current exchange rate at the end of each fiscal period,
stockholders’ equity are translated at the historical rates, and income
statement items are translated at the average exchange rates prevailing
throughout the respective periods. Gains or losses on financial
statement translation from foreign currency are recorded as separate components
in the equity section of the balance sheet, under other comprehensive income in
accordance with SFAS No. 130, “Reporting Comprehensive Income”.
Statement
of cash flows
In
accordance with Statement of Financial Accounting Standards No. 95, “Statement
of Cash Flows,” cash flows from the Company’s operations are calculated based
upon the local currencies. As a result, amounts related to assets and
liabilities reported on the statement of cash flows will not necessarily agree
with changes in the corresponding balances on the balance sheet.
Recent
pronouncements
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157 (“SFAS 157”), “Fair Value Measurements”, which is effective for fiscal
years beginning after November 15, 2007 with earlier adoption
encouraged. SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. In February 2008, the FASB
issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157
which delayed the effective date of SFAS 157 for all non-financial assets and
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis, until January 1, 2009. The
Company has not yet determined the impact the implementation of SFAS 157 will
have on the Company’s non-financial assets and liabilities which are not
recognized or disclosed on a recurring basis. However, the Company
does not anticipate that the full adoption of SFAS 157 will significantly impact
their consolidated financial statements.
In
February 2007, FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option for
Financial Assets and Financial Liabilities”. This Statement permits
entities to choose, at specified election dates, to measure eligible financial
assets and liabilities at fair value that are not otherwise required to be
measured at fair value. The objective of SFAS 159 is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The Company adopted SFAS 159 on January 1, 2008, but the
implementation of SFAS 159 did not have a significant impact on the Company's
financial position or results of operations.
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations” (“SFAS 141R). SFAS 141R changes how a reporting
enterprise accounts for the acquisition of a business. SFAS 141R
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any noncontrolling interest in the acquiree and the
goodwill acquired. SFAS 141R also establishes disclosure requirements to enable
the evaluation of the nature and financial effects of the business combination.
SFAS 141R is effective for fiscal years beginning on or after December 15, 2008
and early adoption and retrospective application is prohibited. The
impact of adopting SFAS 141R will depend on the nature and terms of future
acquisitions.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, which is an amendment of Accounting Research
Bulletin (“ARB”) No. 51. This statement clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. This statement changes the way the consolidated
income statement is presented, thus requiring consolidated net income to be
reported at amounts that include the amounts attributable to both parent and the
noncontrolling interest. This statement is effective for the fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008. The adoption of SFAS 160 has changed the financial
statement presentation regarding non-controlling interests, but does not have
significant impact on the Company's consolidated financial position, results of
operations or cash flows.
In May
2008, FASB issued SFAS No. 162 (“SFAS 162”), “The Hierarchy of Generally
Accepted Accounting Principles”. This Standard identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting
principles. SFAS 162 directs the hierarchy to the entity, rather than
the independent auditors, as the entity is responsible for selecting accounting
principles for financial statements that are presented in conformity with
generally accepted accounting principles. The Standard is effective
60 days following SEC approval of the Public Company Accounting Oversight Board
amendments to remove the hierarchy of generally accepted accounting principles
from the auditing standards. The Company does not believe this
pronouncement will impact its financial statements.
In April
2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, “Determination of the
Useful Life of Intangible Assets”, which amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under FASB Statement No. 142,
“Goodwill and Other Intangible Assets”. This Staff Position is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal
years. Early adoption is prohibited. Application of this
FSP is not expected to have a significant impact on the financial
statements.
In May
2008, the FASB issued FASB Staff Position (FSP) APB 14-1, “Accounting for
Convertible Debt That May Be Settled in Cash upon Conversion (Including Partial
Cash Settlement)” ("FSP 14-1"). FSP 14-1 will be effective for
financial statements issued for fiscal years beginning after December 15,
2008. The FSP includes guidance that convertible debt instruments
that may be settled in cash upon conversion should be separated between the
liability and equity components, with each component being accounted for in a
manner that will reflect the entity's nonconvertible debt borrowing rate when
interest costs are recognized in subsequent periods. FSP 14-1 is not
currently applicable to the Company since the Company does not have convertible
debt.
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In June
2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions are Participating
Securities”. This FSP provides that unvested share-based payment
awards that contain nonforfeitable rights to dividends or dividend equivalents
(whether paid or unpaid) are participating securities and shall be included in
the computation of earnings per share pursuant to the two-class
method. The Company does not currently have any share-based awards
that would qualify as participating securities. Therefore,
application of this FSP is not expected to have an effect on the Company's
financial reporting.
|
NOTE
3.
|
REVERSE
ACQUISITION
|
On May 7,
2008, CGDI completed the acquisition of TRBT pursuant to the Stock for Stock
Equivalent Exchange Agreement and Plan (the “Exchange Agreement”) among CGDI,
TRBT, and each of the equity owners of TRBT (“TRBT
Shareholders”). Pursuant to the Exchange Agreement, CGDI issued
31,500,000 shares of its common stock, representing 97.3% of CGDI's issued and
outstanding common stock immediately following the acquisition and 1,400,000
warrants exercisable at the rate of one warrant for one common share at a price
of $0.5 per share, in exchange of 80% equity interest in TRBT.
As TRBT
Shareholders have become the majority shareholder of the consolidated entity
comprising CGDI and TRBT, the acquisition has been accounted for as a reverse
acquisition using the purchase method of accounting, where CGDI (the legal
acquirer) is deemed to be the accounting acquiree and TRBT (the legal acquiree)
to be the accounting acquirer. However, the acquisition is also
considered to be a capital transaction in substance as TRBT (a private operating
company) has been merged into CGDI (a public corporation with nominal
non-monetary net assets) with the shareholders of CGDI, the former public
corporation continuing only as passive investors. Hence, the cost of
the acquisition has been measured at the carrying value of the net assets of
CGDI with no goodwill or other intangible being recorded in accordance with the
accounting interpretation and guidance issued by the SEC staff. The
results of CGDI have been consolidated from the date of the
acquisition.
|
NOTE
4.
|
ADVANCES
TO SUPPLIER – RELATED PARTY
|
Advances
to supplier amounted to $11,690,282 and $11,741,966 as of September 30, 2009 and
December 31, 2008, respectively. The advances mainly included
payments made to fund a building construction through Jingpin Clothing
City. The building construction was completed in 2008 and operated
under the name “Bin Bin Clothing Square”, which is owned and operated by the
general manager of Jingpin Clothing City. On December 31, 2008,
Jingpin Clothing City agreed to covert the outstanding balance of advances to
supplier into a business loan to Bin Bin Clothing Square with principal amount
up to $11,757,990. The loan will expire in one year, bearing no
interest, and is secured by the land and building where Bin Bin Clothing Square
is located and operated at.
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
NOTE
5.
|
PROPERTY
AND EQUIPMENT
|
At
September 30, 2009 and December 31, 2008, the following were the details of the
property and equipment:
|
|
|
September
30, 2009
|
|
|
December
31,2008
|
|
|
Automobiles
|
|
$
|
1,349,711
|
|
|
$
|
1,252,142
|
|
|
Machinery &
equipment
|
|
|
4,372,143
|
|
|
|
4,330,214
|
|
|
Building
|
|
|
78,838,042
|
|
|
|
66,548,574
|
|
|
Construction in
progress
|
|
|
2,046,911
|
|
|
|
8,963,826
|
|
|
Less: Accumulated
depreciation
|
|
|
(13,539,292
|
)
|
|
|
(11,571,745
|
)
|
|
Net
|
|
$
|
73,067,515
|
|
|
$
|
69,523,011
|
|
Depreciation
expense for the three months ended September 30, 2009 and 2008 was $803,031 and
$553,543, respectively. Depreciation expense for the nine months
ended September 30, 2009 and 2008 was $1,990,370 and $1,625,088,
respectively.
|
NOTE
6.
|
INTANGIBLE
ASSETS
|
The
Company’s five shopping mall subsidiaries under TRBT are located in Taiyuan
City, Shanxi Province, People’s Republic of China. At November, 2005,
the five subsidiaries acquired the right to use the land from the Haozhuang
Village government. Per the People's Republic of China's governmental
regulations, the Government owns all land. The Company has recognized the
amounts paid for the acquisition of rights to use land as intangible asset and
amortizing over a period of 36 to 50 years.
Net
intangible assets at September 30, 2009 and December 31, 2008 were as
follows:
|
|
|
September
30, 2009
|
|
|
December
31, 2008
|
|
|
Rights to use
land
|
|
$
|
10,054,501
|
|
|
$
|
11,500,986
|
|
|
Less: Accumulated
amortization
|
|
|
(912,447
|
)
|
|
|
(750,473
|
)
|
|
|
|
|
9,142,054
|
|
|
|
10,750,513
|
|
|
Less: Impairment
charges
|
|
|
-
|
|
|
|
(1,441,032
|
)
|
|
Net intangible
assets
|
|
$
|
9,142,054
|
|
|
$
|
9,309,481
|
|
Amortization
expense for the Company’s intangible assets for the three months ended September
30, 2009 and 2008 was $54,008 and $55,685, respectively. Amortization
expense for the nine months ended September 30, 2009 and 2008 was $162,246 and
$167,174, respectively.
Amortization
expense for the Company’s intangible assets over the next five years is
estimated to be:
|
September
30,
|
|
|
|
|
2010
|
|
$
|
216,328
|
|
|
2011
|
|
|
216,328
|
|
|
2012
|
|
|
216,328
|
|
|
2013
|
|
|
216,328
|
|
|
2014 and
thereafter
|
|
|
8,276,742
|
|
|
|
|
$
|
9,142,054
|
|
The City
of Taiyuan commenced an urbanization project in 2009 to transform and convert
farmland designated for rural use in the Hao Zhuang Village, including the land
where the Company’s primary China operation and properties are located, into
urban uses. Simultaneously, the transformation will also affect the
current property titles and land use rights for all enterprises located in the
Hao Zhuang Village. Once the transformation is completed, the Company
will receive new property titles and land use rights, which will entitle the
Company to completely separate from the current rural system. The
transformation is expected to be completed in early 2010. The impact
on the Company is highly uncertain and could not be reasonably estimated as of
September 30, 2009.
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
NOTE
8.
|
CONSTRUCTION
PAYABLE
|
As of
September 30, 2009 and December 31, 2008, construction payable amounted to
$5,971,723 and $2,714,705, respectively. The Company’s construction
payable consists primarily of amounts payable for the construction of shopping
mall.
As of
September 30, 2009 and December 31, 2008 loans payable consists the
following:
|
|
|
September
30, 2009
|
|
|
December
31, 2008
|
|
|
|
|
Annual
Interest
|
|
|
Annual
Interest
|
|
|
|
|
Amount
|
|
|
Rate
|
|
|
Amount
|
|
|
Rate
|
|
|
Short-term:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outside
parties
|
|
$
|
3,878,351
|
|
|
|
0%-8.37
|
%
|
|
$
|
3,231,934
|
|
|
|
0%-8.37
|
%
|
|
Banks
|
|
|
559,609
|
|
|
|
9,2925%-
10.1775
|
%
|
|
|
843,410
|
|
|
|
1.05%-13.05
|
%
|
|
Related
parties
|
|
|
908,265
|
|
|
|
0
|
%
|
|
|
146,574
|
|
|
|
1.50
|
%
|
|
Total
|
|
$
|
5,346,225
|
|
|
|
|
|
|
$
|
4,221,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term:
|
|
$
|
47,733
|
|
|
|
5.31
|
%
|
|
$
|
-
|
|
|
|
|
|
Loans
payable include the following items:
Loans
payables to outside parties amounted to $3,878,351 and $3,231,934 at September
30, 2009 and December 31, 2008, respectively. These loans are due to
unrelated parties with various expiration dates within one year, unsecured, and
with annual interest rates of 0% - 8.37%.
Loans
payable to related parties amounted to $908,265 and $146,574
at September 30, 2009 and December 31, 2008,
respectively. These loans were payable to related parties due within
one year, unsecured, with an annual interest rate of 0%.
Loans
payable to banks amounted to $559,609 and $843,410 at September 30, 2009 and
December 31, 2008, respectively. These loans were due within one
year, unsecured, bearing annual interest rates of 9.2925% -
10.1775%.
Long-term
debt amounted to $47,733 and $0 as of September 30, 2009 and December 31,
2008. The loan was unsecured and due in January 2011, bearing annual
interest rate of 5.31%.
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
NOTE
10.
|
DEBENTURES
PAYABLE
|
The
Company has entered into two separate convertible Debenture agreements with an
individual shareholder of the Company. The total balance was $55,000
as of September 30, 2009. The Debentures are as follows:
|
Date
|
|
Loan Amount
|
|
|
Rate (%)
|
|
|
Conversion Price
|
|
Maturity Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/10/2009
|
|
$
|
30,000
|
|
|
|
7
|
|
|
$
|
0.15
|
|
5/11/2010
|
|
7/20/2009
|
|
|
25,000
|
|
|
|
7
|
|
|
$
|
0.15
|
|
7/5/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
55,000
|
|
|
|
|
|
|
|
|
|
|
The
Debentures may be converted by the debenture holder on or before the maturity
date, in whole or in part, into the number of shares of the Company’s common
stock equal to the principal amount of the Debentures (or the portion being
converted), together with all interest accrued thereon and unpaid as of the date
of the conversion, divided by the conversion price by surrendering the
Debentures. The conversion of this Debenture may not be forced by the
Company and is not separable.
|
NOTE
11.
|
EQUITY
TRANSACTIONS
|
COMMON
STOCK AND WARRANTS
On May 7,
2008, the Company completed the reverse acquisition of TRBT pursuant to the
Stock for Stock Equivalent Exchange Agreement and Plan (the “Exchange
Agreement”) among CGDI, TRBT, and each of the equity owners of TRBT (“TRBT
Shareholders”). Pursuant to the Exchange Agreement, CGDI issued
31,500,000 shares of its common stock, representing 97.3% of CGDI's issued and
outstanding common stock immediately following the acquisition and 1,400,000
warrants exercisable at the rate of one warrant for one common share at a price
of $0.5 per share, in exchange of 80% equity interest in TRBT. The
fair value of the warrants was estimated on the grant date using the
Black-Scholes option pricing model as required under SFAS 123 and EITF-96-18
with the following weighted average assumptions: expected dividend yield 0%,
volatility 157.56%, risk-free interest rate of 1.57%, and expected warrant life
of twelve months. The Company fair valued these warrants at
$689,347.
In May
2008, in consideration for services provided, the Company issued to Mirador
Consulting 500,000 warrants exercisable at the rate of one warrant for one share
of its common stock at a price of $1.00 per share expiring on November 5,
2008. The fair value of the warrants was estimated on the grant date
using the Black-Scholes option pricing model as required under SFAS 123 and
EITF-96-18 with the following weighted average assumptions: expected dividend
yield 0%, volatility 157.56%, risk-free interest rate of 1.57%, and expected
warrant life of twelve months. The Company fair valued these warrants at
$191,138.
In June
2008, the Company issued 2,590,934 shares of common stock for the settlement of
the $200,000 convertible debenture previously issued on August 24, 2004 with
interest accrued at 10% per annum amounting to $91,767.
On April
1, 2009, the Company’s Board of Directors authorized the Company to engage a
corporate advisory service firm to provide corporate consulting, investor
relations, and other services. The agreement was for a period of 3
months and the Company agreed to pay $5,000 per month and issue
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
300,000
shares of restricted common stock. The shares were issued on August
21, 2009. The Company recorded an expense of $120,000 during the nine
months ended September 30, 2009 in the consolidated financial
statements.
On July
10, 2009, the Company’s Board of Directors authorized the Company to issue a
convertible debenture (the “Debenture”) in the principal amount of $30,000 to an
individual shareholder. The Debenture is convertible into shares of
the Company’s common stock at a conversion price of $0.15, and due on May 11,
2010. Interest accrues on the outstanding principal at 7% per annum,
payable on the 15
th
day
of each September, December, March, and June. The Company also agreed
to issue 5,000 shares of the Company’s common stock to the attorney for services
rendered in connection with the issuance of the Debenture. On October
8, 2009, the $30,000 principal amount and $760 of accrued interest on the
Debenture were converted into an aggregate of 205,066 shares of the Company’s
common stock.
On July
20, 2009, the Company’s Board of Directors authorized the Company to issue
another convertible debenture (the “Debenture”) in the principal amount of
$25,000 to an individual shareholder. The Debenture is convertible
into shares of the Company’s common stock at a conversion price of $0.15, and
due on July 5, 2010. Interest accrues on the outstanding principal at
7% per annum, payable on the 15
th
day
of each September, December, March, and June. The Company also agreed
to issue 5,000 shares of the Company’s common stock to the attorney for services
rendered in connection with the issuance of the Debenture. As of
September 30, 2009, the Debenture has not been converted.
|
NOTE
12.
|
RELATED
PARTY TRANSACTIONS
|
The
parties primarily refer to the original individual shareholders of TRBT and
corporate entities related through one common shareholder, Mr. Aizhong An, CEO
and Chairman of the Company, who is also a majority shareholder in those related
corporate entities.
Loan to related
parties
Total
loan to related parties amounted to $4,220,905 and $2,647,049 as of September
30, 2009 and December 31, 2008, respectively, which included the
following:
Loans to
related parties amounted to $3,209,923 and $2,490,682 as of September 30, 2009
and December 31, 2008, respectively.
Notes
receivable from related party amounted to $156,282 and $156,367 as of September
30, 2009 and December 31, 2008, respectively. Interest receivable
associated with the notes and amounted to $9,788 and $8,153 as of September 30,
2009 and December 31, 2008, respectively.
Due to related
parties
Loans
from related parties amounted to $939,029 and $146,574 as of September 30, 2009
and December 31, 2008, respectively. Interest rates ranged from 0% to
1.05% per annum. All loans mature within one year.
Management Fee
Expense
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the
nine months ended September 30, 2009 and 2008, management fee allocated from
Taiyuan Clothing City Group, a related party of TRBT through common ownership,
amounted to $412,343 and $0, respectively.
|
NOTE
13.
|
DISCONTINUED
OPERATIONS
|
During
the third quarter of 2008, the Company planned to exit the business of marketing
and retailing sun care products operated at Teeka Tan, Inc. in
Florida. On September 1, 2008, the Board of Directors of the Company
decided and approved a resolution to discontinue such operations of the sun care
product business. The Company intends to dispose all assets and
settle all liabilities of the discontinued operation in the next twelve-month
period.
On March
18, 2009, the Company entered into an Agreement of Assumption and Release with
Brian S. John and Richard S. Miller, two former officers of the Company, to
transfer all assets of Teeka Tan, Inc. to these two individuals, who have agreed
to assume all liabilities relating to Teeka Tan, Inc., including, but not
necessarily limited to, all amounts payable by the Company with respect to Teeka
Tan, Inc. or all obligations, whether past, present or future of the Company
with respect to Teeka Tan, Inc. A Bill of Sale was also signed on
March 18, 2009 between the Company and the two individuals, and executed on the
same day.
The
following gain on disposal of discontinued operations was recognized based on
the assets transferred to and the liabilities assumed by the two
individuals:
|
Cash
surrendered
|
|
$
|
3,380
|
|
|
Current
assets
|
|
|
43,247
|
|
|
Fixed assets,
net
|
|
|
3,033
|
|
|
Current
liabilities
|
|
|
(75,634
|
)
|
|
|
|
|
|
|
|
Gain on disposal of
discontinued operations
|
|
$
|
(25,974
|
)
|
The
Company is registered in the State of Delaware and has operations in primarily
two tax jurisdictions - the PRC and the United States. For certain
operations in the U.S., the Company has incurred net accumulated operating
losses for income tax purposes. The Company believes that it is more
likely than not that these net accumulated operating losses will not be utilized
in the future. Therefore, the Company has provided full valuation
allowance for the deferred tax assets arising from the losses at these locations
as of September 30, 2009 and December 31, 2008. Accordingly, the
Company has no net deferred tax assets on the U.S. operations.
United States of
America
The
Company has significant income tax net operating losses (“NOL”) carried forward
from prior years. Due to the change in ownership of more than fifty
percent, the amount of NOL which may be used in any one year will be subject to
a restriction under section 382 of the Internal Revenue Code. Due to
the uncertainty of the realizability of the related deferred tax assets, a
reserve equal to the amount of deferred income taxes has been established at
September 30, 2009 and December 31, 2008. The Company has provided 100%
valuation allowance to the deferred tax assets as of September 30, 2009 and
December 31, 2008.
CHINA
GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
People’s Republic of China
(PRC)
Under the
Enterprise Income Tax (“EIT”) of the PRC, prior to 2007, Chinese enterprises are
generally subject to an income tax at an effective rate of 33% (30% statutory
income taxes plus 3% local income taxes) on income reported in the statutory
financial statements after appropriate tax adjustments, unless the enterprise is
located in a specially designated region for which more favorable effective tax
rates are applicable. Beginning January 1, 2008, the new EIT law has
replaced the existing laws for Domestic Enterprises (“DEs”) and Foreign Invested
Enterprises (“FIEs”). The new standard EIT rate of 25% will replace
the 33% rate previously applicable to both DES and FIEs. The two year
tax exemption, six year 50% tax reduction and tax holiday for
production-oriented FIEs will be eliminated. The Company is currently
evaluating the effect of the new EIT law on its financial position.
The
provision for income taxes from continuing operations on income consists of the
following for the nine months ended September 30, 2009 and
2008:
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Income
tax expense – current
|
|
$
|
1,054,229
|
|
|
$
|
69,941
|
|
|
Income
tax expense – deferred
|
|
|
-
|
|
|
|
-
|
|
|
Total
income tax expense
|
|
$
|
1,054,229
|
|
|
$
|
69,941
|
|
The
following is a reconciliation of the statutory tax rate to the effective tax
rate for the nine months ended September 30, 2009 and 2008:
|
|
|
2009
|
|
|
2008
|
|
|
U.S.
Federal tax at statutory rate
|
|
|
34.0
|
%
|
|
|
34
|
%
|
|
U.S.
State tax net of federal taxes
|
|
|
8.7
|
%
|
|
|
6
|
%
|
|
Valuation
allowance
|
|
|
(42.7
|
%)
|
|
|
(40
|
%)
|
|
Foreign
income tax – PRC
|
|
|
25
|
%
|
|
|
25
|
%
|
|
Net
effect of non-taxable income/non-deductible expenses
|
|
|
(2.58
|
%)
|
|
|
(23.63
|
%)
|
|
Effective
tax rate
|
|
|
22.42
|
%
|
|
|
1.37
|
%
|
Deferred
taxes
The tax
effect of temporary differences that give rise to the Company’s deferred tax
asset as of September 30, 2009 and December 31, 2008 are as
follows:
|
|
|
September
30,
2009
|
|
|
December
31, 2008
|
|
|
Deferred
tax asset – non-current
|
|
|
|
|
|
|
|
Impairment
loss on intangible assets
|
|
$
|
360,063
|
|
|
$
|
360,258
|
|
|
Valuation
allowance
|
|
|
-
|
|
|
|
-
|
|
|
Net
deferred tax asset
|
|
$
|
360,063
|
|
|
$
|
360,258
|
|
|
|
|
|
|
|
|
|
|
|
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Caution Regarding
Forward-Looking Information
Certain
statements contained herein, including, without limitation, statements
containing the words “believes”, “anticipates”, “expects” and words of similar
import, constitute forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of the Company, or industry
results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements.
Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous
filings.
Given
these uncertainties, readers of this prospectus and investors are cautioned not
to place undue reliance on such forward-looking statements.
Overview
The
following discussion is an overview of the important factors that management
focuses on in evaluating our businesses, financial condition and operating
performance and should be read in conjunction with the financial statements
included in this Current Report on Form 8-K. This discussion contains
forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those
anticipated in these forward looking statements as a result of any number of
factors, including those set forth under the section entitled “Risk Factors” and
elsewhere in this Current Report on Form 8-K.
Our
Business
TRBT
operates six (6) shopping malls all located in the Chaoyang Street
area in the city of Taiyuan, Shanxi Province, China.
Principal
Factors Affecting our Financial Performance
We
believe that the following factors affect our financial
performance:
|
·
|
Ability
to successfully acquire new shopping malls and increase foot traffic to
these locations;
|
|
·
|
Continue
to attract consumers to our shopping malls;
and
|
|
·
|
Attract
profitable retailers to lease space in our shopping malls;
and
|
|
·
|
Continue
to keep a low debt to asset ratio.
|
In
addition, the following “global” factor will have an affect on our financial
performance:
|
·
|
Growth
of the Economy in China
|
China’s
economy has experience significant growth over the past few years and Chinese
consumers have been continuing to spend money at a record breaking pace with no
signs of a slowdown and TRBT expects this trend to continue.
Results of
Operations
The
following tables set forth key components of our results of operations for the
periods indicated, in dollars, and key components of our revenue for the period
indicated, in dollars.
|
|
|
For
The Three Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
vs. 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
4,538,636
|
|
|
$
|
4,422,398
|
|
|
$
|
116,238
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General,
selling and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
expense
|
|
|
803,031
|
|
|
|
553,543
|
|
|
|
249,488
|
|
|
45
|
%
|
|
Other
general, selling and administrative expenses
|
|
|
1,614,055
|
|
|
|
1,483,498
|
|
|
|
130,557
|
|
|
9
|
%
|
|
Total
general, selling and administrative expenses
|
|
|
2,417,086
|
|
|
|
2,037,041
|
|
|
|
380,045
|
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
|
2,121,550
|
|
|
|
2,385,357
|
|
|
|
(263,807
|
)
|
|
-11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating
income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
20,519
|
|
|
|
1,714
|
|
|
|
18,805
|
|
|
1097
|
%
|
|
Interest
expense
|
|
|
(123,921
|
)
|
|
|
(53,747
|
)
|
|
|
(70,174
|
)
|
|
131
|
%
|
|
Other
income (expense)
|
|
|
4,228
|
|
|
|
(35,133
|
)
|
|
|
39,361
|
|
|
-112
|
%
|
|
Total
non-operating income (expenses)
|
|
|
(99,175
|
)
|
|
|
(87,166
|
)
|
|
|
(12,009
|
)
|
|
14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations, before tax
|
|
|
2,022,376
|
|
|
|
2,298,191
|
|
|
|
(275,815
|
)
|
|
-12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax expense
|
|
|
467,375
|
|
|
|
26,872
|
|
|
|
440,503
|
|
|
1639
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations, net of tax
|
|
|
1,555,001
|
|
|
|
2,271,319
|
|
|
|
(716,319
|
)
|
|
-32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
|
Gain
on disposal of discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
1,555,001
|
|
|
|
2,271,319
|
|
|
|
(716,319
|
)
|
|
-32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to the noncontrolling interest
|
|
|
655,334
|
|
|
|
886,392
|
|
|
|
(231,058
|
)
|
|
-26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to the common stockholders
|
|
$
|
899,667
|
|
|
$
|
1,384,927
|
|
|
$
|
(485,260
|
)
|
|
-35
|
%
|
Net
Revenue:
Net
revenue increased by $116,238 from $4.42 million for the quarter ended September
30, 2008 to $4.54 million for the quarter ended September 30, 2009, a 3%
increase. The increase was mainly due to the expansion of Longma
Shopping Mall being completed and starting to operate. The associated
deferred revenue collected previously from commercial tenants started to
amortize and recognize over the leasing period. Management service
income collected from the new commercial tenants also increased
revenue. In addition, management also increased the management
service income per square meter at several clothing mall booths at Xicheng
Shopping Mall. Those increases were partially offset by decrease in
rental income at Jingpin Shopping Mall and Xicheng Shopping Mall, primarily
affected by the economy downturn.
General, selling and administrative
expenses
:
Total
general, selling and administrative expenses increased by $380,045 from $2.04
million for the quarter ended September 30, 2008 to $2.42 million for the
quarter ended September 30, 2009, a 19% increase. The higher expense
for the current quarter was mainly a result of higher maintenance and repair
expenses, increased salaries and wages, and higher depreciation as compared to
the same quarter of prior year resulting from the expansion of the Company’s
operating facilities.
Income from continuing
operations
:
We
observed a decrease in income from continuing operations by $275,815, from $2.3
million for the quarter ended September 30, 2008 to $2.0 million for the quarter
ended September 30, 2009, a 12% decrease. Such decrease was mainly
attributable to increases in total general, selling and administrative expenses
as stated above
Income tax
expense
:
Income
tax expense increased by $440,503 from $26,872 for the quarter ended September
30, 2008 to $467,375 for the quarter ended September 30, 2009. The
increase was mainly due to change in the effective tax rate to our operations in
PRC, increasing from 1.37% for the second quarter of 2008 to 22.42% for the
current quarter, due to the lack of favorable tax policy granted by local
governments to the Company.
Net
income attributable to the noncontrolling interest
Net
Income attributable to the noncontrolling interest was $886,392 for the
quarter ended September 30, 2008 and $655,334 for the quarter ended September
30, 2009, a decrease of $231,058, or 26%. TRBT owns 76.1% of each of
its five subsidiaries in China, leaving 23.9% noncontrolling
interest. Pursuant to the reverse merger in May 2008, CGDI owns 80%
of TRBT which added an additional 20% of noncontrolling interest out of the
76.1% ownership over TRBT’s five subsidiaries. Such ownership
structure has not changed since then. The decrease was substantially
in line with the decrease in net earnings during the current
quarter.
Net
income attributable to the common stockholders
Net
income attributable to the common stockholders was $899,667 for the quarter
ended September 30, 2009, compared to $1,384,927 for the quarter ended September
30, 2008, a decrease of $485,260 or 35%. The decreased net income for
the current quarter was attributable to the higher total general, selling and
administrative expenses incurred as described above.
|
|
|
For
The Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
vs. 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
12,468,597
|
|
|
$
|
11,789,732
|
|
|
$
|
678,865
|
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General,
selling and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
expense
|
|
|
1,990,370
|
|
|
|
1,625,088
|
|
|
|
365,282
|
|
|
|
22
|
%
|
|
Other
general, selling and administrative expenses
|
|
|
5,434,678
|
|
|
|
4,707,954
|
|
|
|
726,724
|
|
|
|
15
|
%
|
|
Total
general, selling and administrative expenses
|
|
|
7,425,048
|
|
|
|
6,333,042
|
|
|
|
1,092,006
|
|
|
|
17
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
|
5,043,549
|
|
|
|
5,456,690
|
|
|
|
(413,141
|
)
|
|
|
-8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating
income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
23,733
|
|
|
|
5,180
|
|
|
|
18,553
|
|
|
|
358
|
%
|
|
Interest
expense
|
|
|
(298,443
|
)
|
|
|
(226,364
|
)
|
|
|
(72,079
|
)
|
|
|
32
|
%
|
|
Other
expense
|
|
|
(66,525
|
)
|
|
|
(136,681
|
)
|
|
|
70,156
|
|
|
|
-51
|
%
|
|
Total
non-operating expenses
|
|
|
(341,235
|
)
|
|
|
(357,865
|
)
|
|
|
16,630
|
|
|
|
-5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations, before tax
|
|
|
4,702,315
|
|
|
|
5,098,825
|
|
|
|
(396,510
|
)
|
|
|
-8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax expense
|
|
|
1,054,229
|
|
|
|
69,941
|
|
|
|
984,288
|
|
|
|
1407
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations, net of tax
|
|
|
3,648,086
|
|
|
|
5,028,884
|
|
|
|
(1,380,798
|
)
|
|
|
-27
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
(87,064
|
)
|
|
|
-
|
|
|
|
0
|
%
|
|
Gain
on disposal of discontinued operations
|
|
|
25,974
|
|
|
|
-
|
|
|
|
25,974
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
3,674,060
|
|
|
|
4,941,820
|
|
|
|
(1,267,760
|
)
|
|
|
-26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to the noncontrolling interest
|
|
|
1,478,534
|
|
|
|
2,319,340
|
|
|
|
(840,806
|
)
|
|
|
-36
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to the common stockholders
|
|
$
|
2,195,526
|
|
|
$
|
2,622,480
|
|
|
$
|
(426,954
|
)
|
|
|
-16
|
%
|
Net
Revenue:
Net
revenue increased by $678,865 from $11.79 million for the nine months ended
September 30, 2008 to $12.47 million for the nine months ended September 30,
2009, a 6% increase. The increase was mainly due to the expansion of
Longma Shopping Mall being completed and starting to operate. The
associated deferred revenue collected previously from commercial tenants started
to amortize and recognize over the leasing period. Management service
income collected from the new commercial tenants also increased
revenue. In addition, management also increased the management
service income per square meter at several clothing mall booths at Xicheng
Shopping Mall. Those increases were partially offset by decrease in
rental income at Jingpin Shopping Mall and Xicheng Shopping Mall, primarily
affected by the economy downturn.
General, selling and administrative
expenses
:
Total
general, selling and administrative expenses increased by $1,092,006 from $6.33
million for the nine months ended September 30, 2008 to $7.43 million for the
nine months ended September 30, 2009, a 17% increase. The increase
was primarily driven by increases in management fee expense, salaries and wages,
maintenance and repair expense, and depreciation expense. Management
fee expense increased by $412,343 for the current period compared to the same
period prior year. Such fee was allocated from and paid to Taiyuan
Clothing City Group, a related party through common ownership of TRBT, for
general management services provided to all affiliated
companies. Increase in salaries and wages was mainly due to
headcounts increased to support the expanded operations of the
Company. Increase in depreciation expense was also triggered by the
expansion of the Company’s operating facilities. The above increases
were partially offset by decrease in electricity expense and heating
expense. The higher amounts in those expenses in 2008 were driven by
two major construction projects for Xicheng Shopping Mall Phase II and the
Longma expansion.
Income from continuing
operations
:
We
observed a decrease in income from continuing operations by $1,380,798, from
$5.03 million for the nine months ended September 30, 2008 to $3.65 million for
the nine months ended September 30, 2009, a 27% decrease. Such
decrease was primarily attributable to increases in general, selling and
administrative expenses as discussed previously.
Income tax
expense
:
Income
tax expense increased by $984,288 from $69,941 for the nine months ended
September 30, 2008 to $1,054,229 for the nine months ended September 30,
2009. The increase was mainly due to change in the effective tax rate
to our operations in PRC, increasing from 1.37% for the first nine months of
2008 to 22.42% for the current period, due to the lack of favorable tax policy
granted by local governments to the Company.
Net
income attributable to the noncontrolling interest
Net
Income attributable to the noncontrolling interest was $2.32 million for
the nine months ended September 30, 2008 and $1.48 for the nine months ended
September 30, 2009, a decrease of $0.84 or 36%. TRBT owns 76.1% of
each of its five subsidiaries in China, leaving 23.9% noncontrolling
interest. Pursuant to the reverse merger in May 2008, CGDI owns 80%
of TRBT which added an additional 20% of noncontrolling interest out of the
76.1% ownership over TRBT’s five subsidiaries. Such ownership
structure has not changed since then. The decrease was substantially
in line with the decrease in net earnings during the current period, which was
triggered by higher income tax expense accrued.
Net
income attributable to the common stockholders
Net
income attributable to the common stockholders was $2.20 million for the nine
months ended September 30, 2009, compared to $2.62 million for the nine months
ended September 30, 2008, a decrease of $426,954, or 16%. The lower
net income for the current period was attributable to the increased income tax
expense accrued as described above.
LIQUIDITY
AND CAPITAL RESOURCES
The
Company currently generates its cash flow through operations which it believes
will be sufficient to sustain current level operations for at least the next
twelve months. In 2009, we intend to continue to work to expand our
presence in the commercial real estate market, including the acquisition of
another shopping mall.
To the
extent we are successful in growing our business, identifying potential
acquisition targets and negotiating the terms of such acquisition, and the
purchase price includes a cash component, we plan to use our working capital and
the proceeds of any financing to finance such acquisition costs. Our opinion
concerning our liquidity is based on current information. If this information
proves to be inaccurate, or if circumstances change, we may not be able to meet
our liquidity needs.
2009 –
2010 Outlook
Over the
course of the next few years, we intend to grow and expand our commercial real
estate business. We expect to acquire an additional 2 shopping
centers within the next three years. These acquisitions will be
financed either through revenues of the Company or by financings and sales of
the Company’s stock or other securities. In addition, TRBT expects to
complete the acquisition of development rights to 3,000 square metric units of
prime commercial land.
The City
of Taiyuan commenced an urbanization project in 2009 to transform and convert
farmland designated for rural use in the Hao Zhuang Village, including the land
where the Company’s primary China operation and properties are located, into
urban uses. Simultaneously, the transformation will also affect the
current property titles and land use rights for all enterprises located in the
Hao Zhuang Village. Once the transformation is completed, the Company
will receive new property titles and land use rights, which will entitle the
Company to completely separate from the current rural system. The
transformation is expected to be completed in early 2010. The impact
on the Company is highly uncertain and could not be reasonably estimated as of
September 30, 2009.
Critical
Accounting Policies
Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to
be reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ
from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this
report.
Recent
Accounting Pronouncements
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157 (“SFAS 157”), “Fair Value Measurements”, which is effective for fiscal
years beginning after November 15, 2007 with earlier adoption
encouraged. SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. In February 2008, the FASB
issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157
which delayed the effective date of SFAS 157 for all non-financial assets and
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis, until January 1, 2009. The
Company has not yet determined the impact the implementation of SFAS 157 will
have on the Company’s non-financial assets and liabilities which are not
recognized or disclosed on a recurring basis. However, the Company
does not anticipate that the full adoption of SFAS 157 will significantly impact
their consolidated financial statements.
In
February 2007, FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option for
Financial Assets and Financial Liabilities”. This Statement permits
entities to choose, at specified election dates, to measure eligible financial
assets and liabilities at fair value that are not otherwise required to be
measured at fair value. The objective of SFAS 159 is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The Company adopted SFAS 159 on January 1, 2008, but
the implementation of SFAS 159 did not have a significant impact on the
Company's financial position or results of operations.
In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations” (“SFAS 141R). SFAS 141R changes how a reporting
enterprise accounts for the acquisition of a business. SFAS 141R
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any noncontrolling interest in the acquiree and the
goodwill acquired. SFAS 141R also establishes disclosure requirements to enable
the evaluation of the nature and financial effects of the business combination.
SFAS 141R is effective for fiscal years beginning on or after December 15, 2008
and early adoption and retrospective application is prohibited. The
impact of adopting SFAS 141R will depend on the nature and terms of future
acquisitions.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, which is an amendment of Accounting Research
Bulletin (“ARB”) No. 51. This statement clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. This statement changes the way the consolidated
income statement is presented, thus requiring consolidated net income to be
reported at amounts that include the amounts attributable to both parent and the
noncontrolling interest. This statement is effective for the fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008. The adoption of SFAS 160 has changed the financial
statement presentation regarding non-controlling interests, but does not have
significant impact on the Company's consolidated financial position, results of
operations or cash flows.
In May
2008, FASB issued SFAS No. 162 (“SFAS 162”), “The Hierarchy of Generally
Accepted Accounting Principles”. This Standard identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities
that are presented in conformity with generally accepted accounting
principles. SFAS 162 directs the hierarchy to the entity, rather than
the independent auditors, as the entity is responsible for selecting accounting
principles for financial statements that are presented in conformity with
generally accepted accounting principles. The Standard is effective
60 days following SEC approval of the Public Company Accounting Oversight Board
amendments to remove the hierarchy of generally accepted accounting
principles from the auditing standards. The Company does not believe
this pronouncement will impact its financial statements.
In April
2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, “Determination of the
Useful Life of Intangible Assets”, which amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under FASB Statement No. 142,
“Goodwill and Other Intangible Assets”. This Staff Position is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal
years. Early adoption is prohibited. Application of this
FSP is not expected to have a significant impact on the financial
statements.
In May
2008, the FASB issued FASB Staff Position (FSP) APB 14-1, “Accounting for
Convertible Debt That May Be Settled in Cash upon Conversion (Including Partial
Cash Settlement)” ("FSP 14-1"). FSP 14-1 will be effective for
financial statements issued for fiscal years beginning after December 15,
2008. The FSP includes guidance that convertible debt instruments
that may be settled in cash upon conversion should be separated between the
liability and equity components, with each component being accounted for in a
manner that will reflect the entity's nonconvertible debt borrowing rate when
interest costs are recognized in subsequent periods. FSP 14-1 is not
currently applicable to the Company since the Company does not have convertible
debt.
In June
2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions are Participating
Securities”. This FSP provides that unvested share-based payment
awards that contain nonforfeitable rights to dividends or dividend
equivalents (whether paid or unpaid) are participating securities and shall
be included in the computation of earnings per share pursuant to the two-class
method. The Company does not currently have any share-based awards
that would qualify as participating securities. Therefore,
application of this FSP is not expected to have an effect on the Company's
financial reporting.
Off-Balance Sheet
Arrangements
We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
required for Smaller Reporting Companies.
Item
4T. Controls and Procedures
a)
Evaluation of
Disclosure Controls.
Pursuant to Rule 13a-15(b) under the Securities
Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation,
with the participation of the Company’s management, including the Company’s
Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the
Company’s principal financial and accounting officer), of the effectiveness of
the Company’s disclosure controls and procedures (as defined under Rule
13a-15(e) under the Exchange Act) as of the end of the period covered by
this report. Based upon that evaluation, the Company’s CEO and CFO concluded
that the Company’s disclosure controls and procedures are effective to ensure
that information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to the
Company’s management, including the Company’s CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.
(b)
Changes in
internal control over financial reporting.
There have been no changes in
our internal control over financial reporting that occurred during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the executive officers of our company or any of
our subsidiaries, threatened against or affecting our company, our common stock,
any of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Item
1A. Risk Factors.
A smaller
reporting company is not required to provide the information required by this
item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On April
1, 2009, the Company’s Board of Directors authorized the Company to engage a
corporate advisory service firm to provide corporate consulting, investor
relations, and other services. The agreement was for a period of 3
months and the Company agreed to pay $5,000 per month and issue 300,000 shares
of restricted common stock. The shares were issued on August 21,
2009. The Company recorded an expense of $120,000 during the nine
months ended September 30, 2009 in the consolidated financial
statements.
On July
10, 2009, the Company’s Board of Directors authorized the Company to issue a
convertible debenture (the “Debenture”) in the principal amount of $30,000 to an
individual shareholder. The Debenture is convertible into shares of
the Company’s common stock at a conversion price of $0.15, and due on May 11,
2010. Interest accrues on the outstanding principal at 7% per annum,
payable on the 15
th
day of
each September, December, March, and June. The Company also agreed to
issue 5,000 shares of the Company’s common stock to the attorney for services
rendered in connection with the issuance of the Debenture. On October
8, 2009, the $30,000 principal amount and $760 of accrued interest on the
Debenture were converted into an aggregate of 205,066 shares of the Company’s
common stock.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None
Item
6. Exhibits.
(a) Exhibits
31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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|
CHINA
GROWTH DEVELOPMENT, INC.
|
|
|
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Date:
November 16, 2009
|
By:
|
/s/ Aizhong
An
|
|
|
|
Aizhong
An
Chief
Executive Officer
|
25
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