KID CASTLE EDUCATIONAL CORP - Quarter Report: 2005 May (Form 10-Q)
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: June 30, 2005
Commission File Number: 333-61286
KID CASTLE EDUCATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Florida
59-2549529
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8th Floor, No. 98 Min Chuan Road, Hsien Tien
Taipei, Taiwan ROC
(Address of principal executive offices)
Registrant’s telephone number, including area code: 011-886-22218 5996
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the last ninety days. Yes [X] No _
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
As of August 19, 2005, there were 18,999,703 shares of the Registrant’s common stock outstanding.
#
ITEM 1. FINANCIAL STATEMENTS.
Kid Castle Educational Corporation
Condensed Consolidated Balance Sheets
(Expressed in US Dollars)
(Unaudited)
ASSETS
June 30, 2005
December 31, 2004
(Unaudited)
(Audited)
Current Assets:
Cash and bank balances
$
766,626
$
213,564
Bank fixed deposits – pledged
355,850
294,331
Notes and accounts receivable, net
4,570,800
2,401,904
Inventories
3,024,509
2,979,738
Other receivables
426,502
337,848
Prepayments and other currant assets
672,309
478,752
Pledged notes receivable
---
1,218,356
Deferred income tax assets
256,105
218,574
Total current assets
10,072,701
8,143,067
Deferred income tax assets
167,093
170,477
Prepaid interest in associates
---
24,165
Interest in associates
137,213
99,467
Property and equipment, net
2,189,853
2,188,092
Intangible assets, net of amortization
834,743
894,419
Long-term notes receivable
--
240,971
Pledged notes receivable
--
407,149
Other assets
620,127
613,617
Total Assets
$ 14,021,730
$ 12,781,424
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Borrowings – short-term and maturing
within one year
$ 2,177,097
$ 2,632,982
Notes and accounts payable
2,282,930
1,506,543
Accrued expenses
856,836
703,407
Other payables
511,361
283,080
Deposits received
350,801
498,266
Receipts in advance
4,316,920
2,996,558
Income tax payable
180,864
97,142
Obligation under capital leases due within one year
---
8,659
Total current liabilities
10,676,809
8,726,637
Borrowings maturing after one year
1,848,709
1,651,825
Receipts in advance
---
1,124,809
Obligation under capital leases
---
---
Deposits received
939,546
689,530
Accrued pension liabilities
219,917
160,907
Total liabilities
13,684,981
12,353,708
Minority Interests
53,139
33,791
Kid Castle Educational Corporation
Condensed Consolidated Balance Sheets
(cont.)
(Expressed in US Dollars)
(Unaudited)
June 30, 2005
December 31, 2004
(Unaudited)
(Audited)
Stockholders’ Equity:
Capital Stock
7,669,308
7,669,308
Additional paid in capital
194,021
194,021
Statutory reserve
65,320
65,320
Retained deficit
(7,570,531)
(7,312,074)
Accumulated other comprehensive
loss
(74,508)
(222,650 )
Total stockholders’ equity
283,610
393,925
Total Liabilities and Stockholders’ Equity
$
14,021,730
$
12,781,424
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
#
Kid Castle Educational Corporation
Condensed Consolidated Balance Sheets
(Expressed in US Dollars)
(Unaudited)
Six Month Periods Ended June 30,
2005
2004
Operating Revenue:
Sales of goods
$
3,549,331
$
3,216,779
Franchising income
1,308,046
1,192,740
Other operating revenue
306,348
203,914
Total net operating revenue
5,163,725
4,613,433
Operating costs:
Cost of goods sold
1,507,173
1,324,923
Cost of franchising
176,655
245,504
Other operating costs
177,271
135,739
Total operating costs
1,861,099
1,706,166
Gross profit
3,302,626
2,907,267
Advertising costs
(56,854)
( 454,492)
Other operating expenses
(3,250,544)
(3,430,104)
Loss from operations
(4,772)
(977,329)
Interest expenses, net
(115,983)
(64,936)
Share of income of investments
12,483
31,425
Other non-operating income, net
53,624
81,770
Loss before income taxes
and minority interest
(54,648)
(929,070)
Provision for taxes
( 184,750)
(1,222)
Loss before minority interest
(239,398)
(930,292)
Minority interest
in income
(19,059)
---
Net loss
$
(258,457)
$
(930,292)
Loss per share – basic and diluted
$ ( .01)
$ ( .05)
Weighted-average shares used to compute loss per share – basic and diluted
18,999,703
18,999,703
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Kid Castle Educational Corporation
Condensed Consolidated Balance Sheets
(Expressed in US Dollars)
(Unaudited)
Three Month Periods Ended June 30,
2005
2004
Operating Revenue
Sales of goods
$
1,174,176
$
1,186,926
Franchising income
710,121
664,608
Other operating revenue
156,436
151,561
Total net operating revenue
2,040,733
2,003,095
Operating costs
Cost of goods sold
579,442
650,418
Cost of franchising
63,042
113,403
Other operating costs
103,075
78,544
Total operating costs
745,559
842,365
Gross profit
1,295,174
1,160,730
Advertising costs
(23,491)
(327,850)
Other operating expenses
(1,465,044 )
(1,413,680)
Loss from operations
(193,361)
(580,800)
Interest expenses, net
(56,730)
(43,171)
Share of loss of investments
---
(15,542)
Other non-operating (loss) income, net
102,563
38,097
Loss before income taxes and
minority interest income
(147,528)
(601,416)
Provision for taxes
(41,297)
( 1,222)
Loss before minority interest
(188,825)
(602,638)
Minority interest income
(19,202 )
---
Net loss
$ (208,027)
$
(602,638)
Loss per share – basic and diluted
$ ( .01)
$
( .03)
Weighted-average shares used to computer loss
per share-basic and diluted
18,999,703
18,999,703
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
#
Kid Castle Educational Corporation
Condensed Consolidated Balance Sheets
(Expressed in US Dollars)
(Unaudited)
Six Month Periods Ended June 30 ,
2005
2004
Cash flows from operating activities:
Net loss
$
(258,457)
$
(930,292)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization
223,862
188,553
Allowance for sales returns
92,463
(13,126)
Allowance for doubtful debts
110,063
130,866
Provision for (reversal of) allowance for loss
on inventory obsolescence and slow-moving items
95,147
34,970
Minority interest in income
19,059
---
Share of gain of investments
(12,483)
(31,425)
(Increase)/decrease in:
Notes and accounts receivable
(2,371,422)
402,524
Inventories
(139,918)
(185,880)
Other receivables
(88,654)
(202,283)
Prepayments and other current assets
(169,392)
9,484
Deferred income tax assets
(34,147)
3,306
Other assets
( 6,510)
(86,257)
Increase/(decrease) in:
Notes and accounts payable
776,387
219,374
Accrued expenses
153,429
( 36,063)
Other payables
228,281
205,497
Receipts in advance
195,553
(202,230)
Income taxes payable
83,722
(3,306)
Deposits received
102,551
99,576
Accrued pension liabilities
59,010
8,882
Net cash used in operating activities
(941,456)
(387,830)
Cash flows from investing activities
Purchases of property and equipment
(165,947)
( 47,371)
Proceeds from disposal of property and equipment
---
---
Bank fixed deposits – pledged
(61,519)
(111,678)
Pledged notes receivable
1,625,505
11,407
Collection of long term notes
240,971
---
Increase in interest in associates
( 24,977)
---
Acquisition of long term investments
---
(103,346)
Net cash used in investing activities
1,614,033
(250,988)
Kid Castle Educational Corporation
Condensed Consolidated Balance Sheets
(Expressed in US Dollars)
(Unaudited)
Six Months Periods Ended June 30 ,
2005
2004
Cash flows from financing activities
Proceeds from bank borrowings
795,968
2,865,929
Repayment of bank borrowings
(1,054,969)
(2,346,878)
Proceeds from capital leases
57,086
(13,933)
Repayment of capital leases
(65,748
---
Repayment of loan from officers/stockholders
----
(585,006)
Net cash consumed by financing activities
(267,657)
(79,888)
Net increase (decrease) in cash and cash equivalents
404,920
(718,706)
Effect of changes in exchange rate on cash and
148,142
(12,829)
cash equivalents
Cash and cash equivalents at beginning of period
213,564
1,273,723
Cash and cash equivalents at end of period
$ 766,626
$
542,188
Supplemental disclosure of cash flows information:
Cash payments for income taxes were $86,801for the 2005 period and $ 1,222 in the 2004 period. Cash payments for interest were $ 106,178 in the 2005 period and $ 64,936 in the 2004 period. None of the interest was capitalized.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
#
Kid Castle Educational Corporation
Condensed Consolidated Balance Sheets
(Expressed in US Dollars)
(Unaudited)
1.
BASIS OF PRESENTATION
The unaudited interim condensed consolidated financial statements of Kid Castle Education Corporation (“the Company”) as of June 30, 2005, and for the six month and three month periods ended June 30, 2005 and 2004, have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such periods. The results of operations for the quarter ended June 30, 2005 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2005.
Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company included in the annual report on Form 10-K for the year ended December 31, 2004.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Forward Looking Statements.
Certain of the statements contained in this Quarterly Report on Form 10-Q includes "forward looking statements". All statements other than statements of historical facts included in this Form 10-Q regarding the Company's financial position, business strategy, and plans and objectives of management for future operations and capital expenditures, and other matters, are forward looking statements. These forward-looking statements are based upon management's expectations of future events. Although we believe the expectations reflected in such forward looking statements are reasonable, there can be no assurances that such expectations will prove to be correct. Additional statements concerning important factors that could cause actual results to differ materially from our expectations ("Cautionary Statements") are disclosed in the Cautionary Statements section and elsewhere in our Form 10-K for the period ended December 31, 2004. Readers are urged to refer to the section entitled “Cautionary Statements” and elsewhere in our Form 10-K for a broader discussion of these statements, risks, and uncertainties. All written and oral forward looking statements attributable to us or persons acting on our behalf subsequent to the date of this Form 10-Q are expressly qualified in their entirety by the referenced Cautionary Statements.
GENERAL
We are engaged in the business of children’s education, focusing on the publication and sale of kindergarten language school and primary school teaching materials and magazines. We also provide management and consulting services to our franchised kindergarten and language schools. Our teaching materials include books, audio tapes, video tapes and compact discs. A major portion of our educational materials focuses on English language education. We also sell educational tools and equipment that are complementary to our business. Our major business originally started in Taiwan. In 2001, we started to expand our business in the People’s Republic of China (PRC). We officially launched our operations in Shanghai in April 2002. As in Taiwan, we offer advanced teaching materials and tools, and monthly and bi-weekly magazines to provide children ranging from 2 to 12 years of age a chance to learn exceptional English language and computer skills, and to provide a pre-school education program.
CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to product returns, bad debts, inventories, equity investments, income taxes, financing operations, pensions, commitments and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.
Revenue Recognition. We recognize sales of teaching materials and educational tools and equipment as revenue when title of the product and risk of ownership are transferred to the customer which occurs at the time of delivery, or when the goods arrive at the customer designated location, depending on the associated shipping terms. Additionally, we deliver products sold by our distributors directly to the distributors’ customers and as such the delivered goods are recognized as revenue in a similar way as sales to our direct customers. We estimate sales returns and discounts based on historical experience and record them as reductions to revenues. If market conditions were to decline, we may take actions to increase sales discounts, possibly resulting in an incremental reduction of revenue at the time when revenues are recognized.
Allowance for Doubtful Accounts. 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 our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.
Allowance for Obsolete Inventories and Lower of Cost or Market. We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about inventory aging, future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.
Investment Impairments. We hold equity interests in companies having operations in areas within our strategic focus. We record an investment impairment charge when we believe an investment has experienced a decline in value that is not temporary. Future adverse changes in market conditions or poor operating results of underlying investments could result in losses or an inability to recover the carrying value of the investments that may not be reflected in an investment’s current carrying value, thereby possibly requiring an impairment charge in the future.
Fixed Assets and Depreciation. Our fixed assets are stated at cost. Major improvements and betterments to existing facilities and equipment are capitalized. Expenditures for maintenance and repairs that do not extend the life of the applicable asset are charged to expense as incurred. Buildings are depreciated over a 50-year term. Fixtures and equipment are depreciated using the straight-line method over their estimated useful lives, which range from two-and-a-half years to ten years.
Impairment of Long-Lived Assets. We review our fixed assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset over its remaining useful life. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The estimate of fair value is generally based on quoted market prices or on the best available information, including prices for similar assets and the results of using other valuation techniques.
Income Taxes. We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are subject to valuation allowances based upon management’s estimates of realizability. Actual results may differ significantly from management’s estimate.
RESULTS OF OPERATIONS
Comparison of The Three Months Ended June 30, 2005 and 2004
Total Net Operating Revenue. Total net operating revenue is comprised of sales of goods, franchising income and other operating revenue. Total net operating revenues increased by $37,638, or 1.9%, to $2,040,733 for the three months ended June 30, 2005 from $2,003,095 for the three months ended June 30, 2004. The increase for the 2005 period reflects a decrease in sales of goods of $12,750, and an increase of franchising income of $45,513 and other operating revenues of $4,875, all from the amounts of the comparable prior period in 2004.
Sales of goods. The decrease in sales of goods of $12,750 or 1.1%, from $1,186,926 for the three months ended June 30, 2004 to $1,174,176 for the three months ended June 30, 2005, was mainly due to the temporary suspension of publishing of Kids Talk magazine in April, 2005 and the termination of an authorized direct marketing distributor in Taiwan.
Franchising income. The increase in franchising income of $45,513 or 6.8%, from $664,608 for the three months ended June 30, 2004 to $710,121 for the three months ended June 30, 2005, was mainly due to the increase in the number of our franchised schools in Shanghai.
Other operating revenue. Our other operating revenues represent revenues from other activities and services such as training of teachers, arranging for personal English language tutors, organizing field trips and educational fairs, and fees for designing the school layout of our franchised schools. Other operating revenue increased by $4,875, or 3.2%, to $156,436 for the three months ended June 30, 2005 from $151,561 for the three months ended June 30, 2004. The increase was mainly due to revenue generated from our services rendered in connection with the construction and design layout of our franchised schools and sales of education-related equipment to our franchised schools.
Operating Costs. Operating costs are comprised o f cost of goods sold, cost of franchising and other operating costs. For the three month period ending June 30, 2005, total operating costs decreased by $96,806 or 11.5% from $842,365 for the comparable period in 2004. The decrease for the 2005 period reflects a decrease of $70,976 in costs of goods sold, a decrease of $50,361 in costs of franchising, and increase of $24,531 in other operating costs, all from the amounts of the comparable prior period in 2004.
Cost of Goods Sold. The decrease of costs of goods sold of $70,976 or 10.9% from $650,418 for the three months ended June 30, 2004 to $579,442 for the for the three months ended June 30, 2005 is due mainly to decrease in sales of goods.
Costs of Franchising. The decrease in the costs of franchising of $50,361 or 44.4% from $113,403 for the three months ended June 30, 2004 to $ 63,042 for the three months ended June 30, 2005 is due mainly to cost control in our Shanghai operation.
Other Operating costs. The increase in other operating costs of $24,531 or 31.2% from $78,544 for the three months ended June 30, 2004 to $103,075 for the three months ended June 30, 2005 is due mainly to increase in other operating revenue.
Gross Profit. Gross profit increased by $134,444, or 11.6%, to $1,295,174 for the three months ended June 30, 2005 from $1,160,730 for the three months ended June 30, 2004. The increase in gross profit was attributable to increase in Franchise income and decrease in our franchising costs for the same period.
Advertising Costs. Advertising costs decreased by $304,359, or 92.8%, to $23,491 for the three months ended June 30, 2005 from $327,850 for the three months ended June 30, 2004. This decrease was mainly due to additional expenses in connection with promotion of the Company’s new products during the three months ended June 30, 2004.
Other Operating Expenses. Other operating expenses which reflects general and administrative and selling expenses increased by $51,364, or 3.6%, to $1,465,044 for the three months ended June 30, 2005 from $1,413,680 for the three months ended June 30, 2004 due to office
i mprovements for our Shanghai office and move of a warehouse for our Shanghai operation.
Loss From Operations. Loss from operations decreased $387,439 or 66.7% from $580,800 for the three months ended June 30, 2004 to $193,361 for the three months ended June 30, 2005 for the reasons discussed above.
Interest Expenses, Net. Net interest expenses increased by $13,559, or 31.4%, to $56,730 for the three months ended June 30, 2005 from $43,171 for the three months ended June 30, 2004, primarily due to the increase in bank borrowings that occurred during the three months ended June 30, 2005.
Other non-operating income (net) which reflects changes in valuation of asset due to changes in exchange rate, lease income and penalty received from customers was $38,097 for the 2004 period compared with $102,563 mainly due to changes in exchange rate in favor of the Company.
Provision for Taxes. Provision for taxes for the three months ended June 30, 2005 and 2004 were $41,297 and $1,222, respectively. These provisions for income taxes relate to income taxes resulting from our operations in Taiwan.
Net Loss. As a result of the matters described above, we incurred a net loss of $208,027, or $(0.01) per diluted common share, for the three months ended June 30, 2005 as compared to a net loss of $602,638, or $(0.03) per diluted common share, for the three months ended June 30, 2004.
Comparison of The Six Months Ended June 30, 2005 and 2004
Total Net Operating Revenue. Total net operating revenue consists of sales of goods, franchising income and other operating revenue. Total net operating revenues increased by $550,292, or 11.9%, to $5,163,725 for the six months ended June 30, 2005 from $4,613,433 for the six months ended June 30, 2004. The increase for the 2005 period reflects increases in sales of goods of $332,552, franchising income of $115,306, and other operating revenues of $102,434 all from the amounts of the comparable prior period in 2004.
Sales of goods. The increase in sales of goods, from $3,216,779 for the six months ended June 30, 2004 to $3,549,331 for the six months ended June 30, 2005, or 10.3%, was mainly due to the increase in net sales of goods generated from our Shanghai operations offset by a small decrease in sales of good generated from our Taiwan operations.
Franchising income. The increase in franchising income, from $1,192,740 for the six months ended June 30, 2004 to $1,308,046 for the six months ended June 30, 2005, or 9.7%, was mainly due to the increase in the number of our franchised schools in Shanghai.
Other operating revenue. Our other operating revenues represent revenues from other activities and services such as training of teachers, arranging for personal English language tutors, organizing field trips and educational fairs, and fees for designing the school layout of our franchised schools. Other operating revenue increased by $102,434, or 50.2%, to $306,348 for the six months ended June 30, 2005 from $203,914 for the six months ended June 30, 2004. The increase was mainly due to revenue generated from our services rendered in connection with the construction and design layout of our franchised schools and sales of education-related equipment to our franchised schools.
Operating Costs. Operating costs are comprised o f cost of goods sold, cost of franchising and other operating costs. For the six month period ending June 30, 2005, total operating costs increased by $154,933 or 9.1 from $1,706,166 for the comparable period in 2004. The increase for the 2005 period reflects an increase of $182,250 in costs of goods sold, a decrease of $68,849 in costs of franchising, and increase of $41,532 in other operating costs, all from the amounts of the comparable prior period in 2004.
Cost of Goods Sold. The increase of costs of goods sold of $182,250 or 13.8% from $1,324,923 for the six months ended June 30, 2004 to $1,507,173 for the for the six months ended June 30, 2005 is due mainly to the sales of new versions of educational materials.
Costs of Franchising. The decrease in the costs of franchising of $ 68,849 or 28% from $ 245,504 for the six months ended June 30, 2004 to $ 176,655 for the six months ended June 30, 2005 is due mainly to cost control in our Shanghai operation.
Other Operating costs. The increase in other operating costs of $ 41,532 or 30.6% from $ 135,739 for the six months ended June 30, 2004 to $ 177,271 for the six months ended June 30, 2005 is due mainly to increase in other operating revenue.
Gross Profit. Gross profit increased by $395,359, or 13.6%, to $3,302,626 for the six months ended June 30, 2005 from $2,907,267 for the six months ended June 30, 2004. The increase in gross profit was attributable to increase in franchising income and decrease in our franchising costs for the same period.
Advertising Costs. Advertising costs decreased by $397,638, or 87.5%, to $56,854 for the six months ended June 30, 2005 from $454,492 for the six months ended June 30, 2004. This decrease was mainly due to additional expenses in connection with promotion of the Company’s new products during the three months ended June 30, 2004.
Other Operating Expenses. Other operating expenses which reflects general and administrative and selling expenses decreased by $179,560, or 5.2%, to $3,250,544 for the six months ended June 30, 2005 from $3,430,104 for the six months ended June 30, 2004, principally due to decreases in salary expenses resulting from a reduction in employee headcount in our Taiwan operations.
Loss From Operations. Loss from operations decreased $972,557 or 99.5% from $977,329 for the six months ended June 30, 2004 to $4,772 for the six months ended June 30, 2005 for the reasons discussed above.
Interest Expenses, Net. Net interest expenses increased by $51,047, or 78.6%, to $115,983 for the six months ended June 30, 2005 from $64,936 for the six months ended June 30, 2004, primarily due to the increase in bank borrowings during the six months ended June 30, 2005 comparing to the six months ended June 30, 2004.
Other non-operating income (net) which reflects changes in valuation of asset due to changes in exchange rate, lease income and penalty received from customers was $81,770 for the 2004 period compared with $53,624 due to changes in exchange rate not in favor of the Company.
Provision for Taxes. Provision for taxes for the six months ended June 30, 2005 and 2004 were $184,750 and $1,222, respectively. These provisions for income taxes relate to income taxes resulting from our operations in Taiwan.
Net Loss. As a result of the matters described above, we incurred a net loss of $258,457, or $(0.01) per diluted common share, for the six months ended June 30, 2005 as compared to a net loss of $930,292, or $(0.05) per diluted common share, for the six months ended June 30, 2004.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2005, our principal sources of liquidity included cash and bank balances of $766,626 which increased from $213,564 at December 31, 2004, an increase of 553,062. The increase is results of investment in operations in PRC operations occurred during 2004.
Net cash used in operating activities was $941,456 and $387,830 during the six months ended June, 2005 and 2004, respectively. The increase during the six months ended June, 2005 was primarily attributed to increase in Prepayments and other current assets.
Net cash provided by (used in) investing activities were $1,614,033 and $(250,988) during the six months ended June 30, 2005 and 2004, respectively. The changes was primarily attributable to changes in pledged notes receivable and collection of long term notes.
Net cash consumed by financing activities during the six months ended June, 2005 was $267,657 as compared to $79,888 during the six months ended June 30, 2004. The difference was primarily attributable to the decrease of net proceeds from bank borrowings and no Repayment of loans to officers/shareholders. The Repayment of loans to officers/shareholders was $585,006 during the six months ended June 30, 2004.
Off-Balance Sheet Arrangements
As of June 30, 2005, we did not engage in any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K promulgated by the SEC under the Securities Exchange Act of 1934.
Bank Borrowing
One of our financing sources is from bank borrowings. As of June 30, 2005 the balances of bank borrowings were $4,025,806.
Equity Investments in Joint Ventures
On May 28, 2004, we signed a joint venture agreement with Zhangjhou Yu Hua Educational Investment Co., Ltd. in Henan Province, PRC to establish a company, Henan Kid Castle Education Development Co., Ltd. with registered capital of RMB$300,000. Pursuant to this joint venture agreement, we and Zhangjhou Yu Hua Educational Investment Co., Ltd. own 65% and 35% interests in Henan Kid Castle Education Development Co., Ltd., respectively. No capital contribution has yet been made for the joint venture as of June 30, 2005.
On June 29, 2004, we signed a joint venture agreement with Li Kai and Zhang Wuen Shou in the PRC to establish a company, Shanxi Kid Castle Education Development Co., Ltd. with registered capital of RMB$500,000. Pursuant to this joint venture agreement, we , Li Kai and Zhang Wuen Shou own, respectively, 51%, 30% and 19% interests in Shanxi Kid Castle Education Development Co., Ltd. No capital contribution has yet been made for the joint venture as of June 30, 2005.
Operating Leases
We have entered into several non-cancelable lease arrangements for administrative office space, warehouse space and sales offices for various lengths of time.
Going Concern
The accompanying financial statements have been prepared assuming we will continue as a going concern. As we are aggressively expanding its business in the PRC and our PRC operation is still in an emerging stage and has not turned profitable, we ha ve suffered recurring losses from operations. The above conditions raise substantial doubt about our ability to continue as a going concern, if the investment in the PRC does not gradually see returns. The majority of our existing loans were guaranteed by two directors who have expressed their continuous support to us until other sources of funds have been obtained. Management believes that, with continuous growth in the sales in the PRC, the existing directors’ support and the new bank facilities, we will have sufficient funds for operations. The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
NEW ACCOUNTING PRONOUNCEMENTS
In September 2004, the EITF delayed the effective date for the recognition and measurement guidance previously discussed under EITF Issue No. 03-01, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“EITF 03-01”) as included in paragraphs 10-20 of the proposed statement until further guidance is issued for its application. The proposed statement will clarify the meaning of
other-than-temporary impairment and its application to investments in debt and equity securities, in particular investments within the scope of FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and investment accounted for under the cost method. The Group is currently evaluating the effect of this proposed statement on its financial position and results of operations.
In November 2004, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 151, Inventory Costs, which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. SFAS No. 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We do not believe the adoption of SFAS No. 151 will have a material impact on our financial statements.
In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, which eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 will be effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. We do not believe the adoption of SFAS No. 153 will have a material impact on our financial statements.
Non-GAAP Financial Measures
None.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to changes in interest rates and foreign currency exchange rates that may adversely affect our results of operations and financial position. In seeking to minimize the risks and/or costs associated with such activities, we manage exposure to changes in interest rates and foreign currency exchange rates through our regular operating and financing activities.
We do not presently use derivative instruments to adjust our interest rate risk profile. We do not utilize financial instruments for trading or speculative purposes, nor do we utilize leveraged financial instruments.
Foreign currency exposure
We have operations in both Taiwan and the PRC. The functional currency of Higoal Development Ltd. and its subsidiary, Kid Castle Internet Technologies Ltd. is NT Dollars and the financial records are maintained and the financial statements are prepared for these entities in NT Dollars. The functional currency of Kid Castle Educational Software Development Company Ltd. and its consolidated investee, Jiangsi 21th Century Kid Castle Culture Media Co. Ltd. is RMB and the financial records are maintained and the financial statements are prepared for these entities in RMB. In the normal course of business, these operations are not exposed to fluctuations in currency values. We do not generally enter into derivative financial instruments in the normal course of business, nor do we use such instruments for speculative purposes. The translation from the applicable local currency assets and liabilities to the U.S. Dollar is performed using exchange rates in effect at the balance sheet date except for shareholders’ equity, which is translated at historical exchange rates. Revenue and expense accounts are translated using average exchange rates during the period. Gains and losses resulting from such translations are recorded as a cumulative translation adjustment, a separate component of shareholders’ equity.
ITEM 4. CONTROLS AND PROCEDURES
We are in the process of identifying, developing and implementing measures to improve the effectiveness of our disclosure controls and procedures, and, in particular, internal controls, including plans to enhance our resources, systems and training with respect to our financial reporting and disclosure responsibilities, and to review our actions with the audit committee and independent auditors. Since April 2004, we have been in the process of implementing a system with respect to internal control over financial reporting. In May 2004, we began installing a new ERP system through an application service provider, and we expect the installation to be completed in the fourth quarter of 2005. Our CEO and our CFO believe that such measures will help improve our disclosure controls and procedures. Based on this information, as of June 30, 2005, our CEO and our CFO believe that, subject to the limitations noted above, our disclosure controls and procedures are effective in ensuring that material information required to be included in Kid Castle’s SEC reports is made known to them on a timely basis.
In May 2005, our accounting manager, who assisted our CFO with our internal control over financial reporting, resigned. We are in the process of searching for a candidate to hire as an accounting manager to handle our internal control over financial reporting. Although this personnel change caused a temporary interruption of our internal control over financial reporting, we believe that the ongoing implementation of our new system with respect to internal control over financial reporting and the installation of our ERP system have minimized any adverse effect that may have been caused by such resignation.
PART II -
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We have no material pending legal proceedings.
ITEM 2. CHANGES IN SECURITIES
None
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 AND REPORTS ON FORM 8-K
A. Exhibits
31 .1 Certification of Kuo-An Wang, Chief Executive Officer of the
registrant, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Yu-En Chiu, Chief Financial Officer of the registrant, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification s of Kuo-An Wang, Chief Executive Officer and Yu-En Chiu, Chief Financial Officer of the
registrant, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
B. Reports on Form 8-K
On April 15, 2005, we filed a Form 8-K reporting the resignation of Yuanchau Liour as a member of our board of directors and from our Audit Committee which occurred on April 12, 2005.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: August 22, 2005
By: /s/ Kuo-An Wang
Name: Kuo-An Wang
Title: Chief Executive Officer
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