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Planet Green Holdings Corp. - Quarter Report: 2014 September (Form 10-Q)

American Lorain Corp. - Form 10-Q - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2014

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-34449

AMERICAN LORAIN CORPORATION
(Exact name of registrant as specified in its charter)

Nevada 87-0430320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

BeihuanZhong Road
Junan County
Shandong, People’s Republic of China, 276600
(Address, including zip code, of principal executive offices)

(86) 539-7317959
(Registrant’s telephone number, including area code)

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 past 90 days.
Yes [X]      No [_]

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 [_]      No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer [_] Accelerated filer                   [_]
Non-accelerated filer   [_] Smaller reporting company [X]
(Do not check if a smaller reporting company)  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [_]      No [X]

The numbers of shares outstanding of the issuer’s class of common stock as of November 13, 2014 was 34,916,714


AMERICAN LORAIN CORPORATION

FORM 10-Q
For the Quarterly Period Ended June 30, 2014

TABLE OF CONTENTS

  PAGE
PART I - FINANCIAL INFORMATION  
ITEM 1 FINANCIAL STATEMENTS 3
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 41
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 48
ITEM 4 CONTROLS AND PROCEDURES 48
   
PART II - OTHER INFORMATION  
ITEM 1 LEGAL PROCEEDINGS 49
ITEM 1A RISK FACTORS 49
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 49
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 49
ITEM 4 MINE SAFETY DISCLOSURES 49
ITEM 5 OTHER INFORMATION 49
ITEM 6 EXHIBITS 49
SIGNATURES 50

1


Caution Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to the factors described in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” or the negative of such terms or other similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Use of Certain Defined Terms

Except where the context otherwise requires and for the purposes of this report only:

1.    “We,” “us” and “our” refer to ALN, and except where the context requires otherwise, our wholly-owned and majority-owned direct and indirect operating subsidiaries.

2.    “ALN” refers to American Lorain Corporation, a Nevada corporation (formerly known as Millennium Quest, Inc.).

3.    “Athena” refers to Athena, a limited liability company organized under the laws of France that is majority- owned by JunanHongrun.

4.    “ILH” refers to International Lorain Holding, Inc., a Cayman Islands company that is wholly - owned by ALN.

5.    “JunanHongrun” refers to JunanHongrun Foodstuff Co., Ltd.

6.    “Luotian Lorain” refers to Luotian Green Foodstuff Co., Ltd.

7.    “Beijing Lorain” refers to Beijing Green Foodstuff Co., Ltd.

8.    “Shandong Lorain” refers to Shandong Green Foodstuff Co., Ltd.

9.    “Dongguan Lorain” refers to Dongguan Green Foodstuff Co., Ltd.

10.  “Shandong Greenpia” refers to Shandong Greenpia Foodstuff Co., Ltd.

11.  “RMB” refers to Renminbi, the legal currency of China.

12.  “U.S. dollar”, “$” and “US$” refer to the legal currency of the United States.

13.  “China” and “PRC” refer to the People’s Republic of China (excluding Hong Kong and Macau). 1

2


ITEM 1. Financial Statements

     

AMERICAN LORAIN CORPORATION

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 AND DECEMBER 31, 2013

(Stated in US Dollars)

 

3


AMERICAN LORAIN CORPORATION

 

 

CONTENTS PAGES
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 5
   
CONSOLIDATED BALANCE SHEET 6 – 7
   
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME 8
   
CONSOLIDATED STATEMENTS OF CASH FLOWS 9
   
CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY 10
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11 – 40

4


REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Stockholders of
  American Lorain Corporation

We have reviewed the accompanying interim consolidated balance sheets of American Lorain Corporation (“the Company”) as of September 30, 2014 and December 31, 2013, and the related statements of income, stockholders’ equity, and cash flows for the three and nine months period ended September 30, 2014 and 2013. These interim consolidated financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the balance sheets of American Lorain Corporation as of December 31, 2013, and the related statements of income, comprehensive income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated March 25, 2014, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 2013, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

 

 

San Mateo, California WWC, P.C.
November 14, 2014 Certified Public Accountants

5


AMERICAN LORAIN CORPORATION
CONSOLIDATED BALANCE SHEETS
AT SEPTEMBER 30, 2014 AND DECEMBER 31, 2013
(Stated in US Dollars)

          (Audited)  
    At September     At December  
    30,     31,  
ASSETS   2014     2013  
   Current assets            
       Cash and cash equivalents $  40,787,500   $  33,857,193  
       Restricted cash   4,287,275     1,842,989  
       Trade accounts receivable   45,149,391     54,071,475  
       Other receivables   9,908,815     5,698,020  
       Related party receivable   8,679,152     -  
       Inventory   77,465,006     41,950,253  
       Advance to suppliers   36,077,781     42,400,517  
       Prepaid expenses and taxes   7,895,576     2,168,573  
     Deferred tax asset   179,417     180,679  
     Security deposits and other assets   -     3,242,259  
                       Total current assets $  230,429,913   $  185,411,958  
             
   Non-current assets            
     Property, plant and equipment, net   90,190,647     87,561,341  
     Construction in Progress, net   14,278,025     13,665,470  
     Intangible Assets, net   17,670,498     16,407,543  
     Goodwill   8,408,136     -  
TOTAL ASSETS $  360,977,219   $  303,046,312  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY        
   Current liabilities            
       Short-term bank loans $  43,556,744   $  29,400,694  
       Notes payable   7,989,867     -  
       Convertible promissory note   3,500,000     -  
       Long-term debt – current portion   9,792,885     5,713,865  
       Accounts payable   20,098,589     4,015,502  
       Taxes payable   3,537,359     4,422,133  
       Accrued liabilities and other payables   14,850,110     2,315,815  
       Deferred tax liabilities   287,305     -  
       Customers deposits   73,921     166,450  
                       Total current liabilities $  103,686,780   $  46,034,459  
             
   Long-term liabilities            
     Long-term bank loans   2,927,340     8,079,831  
       Notes payable and debenture   45,503,299     45,823,514  
TOTAL LIABILITIES $  152,117,419   $  99,937,804  

See Accompanying Notes to the Financial Statements and Accountant’s Report

6


AMERICAN LORAIN CORPORATION
CONSOLIDATED BALANCE SHEETS
AT SEPTEMBER 30, 2014 AND DECEMBER 31, 2013
(Stated in US Dollars)

    At September     (Audited)  
    30,     At December 31,  
    2014     2013  
             
STOCKHOLDERS’ EQUITY            
   Preferred Stock, $.001 par value, 5,000,000 shares authorized;
            0 shares issued and outstanding at September 30, 2014 
            and December 31, 2013, respectively
  -     -  
   Common Stock, $0.001 par value, 200,000,000 shares authorized; 
            34,916,714 shares issued and outstanding as of September 
            30, 2014 and December 31, 2013, respectively
  34,917     34,617  
   Additional paid-in capital   53,853,089     53,487,389  
   Statutory reserves   18,396,513     18,396,513  
   Retained earnings   104,167,763     99,257,837  
   Accumulated other comprehensive income   18,907,504     20,928,244  
   Non-controlling interests   13,500,014     11,003,908  
             
TOTAL STOCKHOLDER’S EQUITY $  208,859,800   $  203,108,508  
             
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY $  360,977,219   $  303,046,312  

See Accompanying Notes to the Financial Statements and Accountant’s Report

7


AMERICAN LORAIN CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2014 AND 2013
(Stated in US Dollars)

    Three months ended September 30,     Nine months ended September 30,  
    2014     2013     2014     2013  
                         
Net revenues $  55,264,211   $  53,103,910   $  119,469,809   $ 121,978,566  
Cost of revenues   46,107,620     42,786,893     96,582,685     97,233,792  
     Gross profit $  9,156,591   $  10,317,017   $  22,887,124   $ 24,744,774  
                         
Operating expenses                        
Selling and marketing expenses   3,044,877     2,174,055     5,783,319     5,561,435  
General and administrative expenses   3,361,844     1,418,386     6,756,226     4,293,756  
    6,406,721     3,592,441     12,539,545     9,855,191  
                         
Operating income $ 2,749,870   $  6,724,576   $  10,347,579     14,889,583  
                         
Government subsidy income   401,443     344,447     2,209,814     1,447,789  
Interest income   94,186     37,880     151,510     57,730  
Other income   779,644     1,107,944     935,198     1,318,999  
Other expenses   (74,946 )   (50,329 )   (220,456 )   (134,547 )
Interest expense   (2,553,415 )   (2,444,169 )   (6,332,249 )   (4,612,763 )
                         
                         
Earnings before tax $  1,396,782   $  5,720,349   $  7,091,396   $ 12,966,791  
                         
Income tax   (666,673 )   (1,233,718 )   (2,378,889 )   (3,289,034 )
                         
Net income $  730,109   $  4,486,631   $  4,712,507   $ 9,677,757  
                         
Other comprehensive income:                        
     Foreign currency translation gain   82,660     1,169,324     (2,020,740 )   4,749,225  
Comprehensive Income   812,769     5,655,955     2,691,767     14,426,982  
Net income attributable to:                        
                         
-Common stockholders $  1,179,001   $  4,256,690   $ 4,909,926   $ 9,274,971  
-Non-controlling interest   (448,892 )   229,941     (197,419 )   402,786  
  $ 730,109   $  4,486,631   $ 4,712,507   $ 9,677,757  
                         
                         
Earnings per share                        
     -   Basic $  0.03   $  0.12   $  0.15   $ 0.27  
     -   Diluted $  0.03   $  0.12   $  0.14   $ 0.27  
                         
Weighted average shares outstanding                        
     -   Basic   34,745,285     34,616,714     34,873,699     34,616,714  
     -   Diluted   34,745,285     34,616,714     34,873,699     34,616,714  

See Accompanying Notes to the Financial Statements and Accountant’s Report

8


AMERICAN LORAIN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE AND NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2014 AND 2013
(Stated in US Dollars)

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2014     2013     2014     2013  
Cash flows from operating activities                        
Net income $ 730,109   $  4,486,631   $ 4,712,507   $  9,677,757  
   Depreciation of fixed assets   1,093,167     1,038,882     2,926,095     3,155,850  
   Amortization of intangible assets   485,916     103,369     672,370     201,840  
   (Increase)/decrease in accounts & other receivables   (17,077,118 )   (15,348,361 )   2,262,344     (4,459,274 )
   (Increase)/decrease in inventories   (15,298,226 )   (4,158,037 )   (35,514,753 )   (15,793,124 )
   Decrease/(increase) in prepayment   (178,964 )   (175,611 )   (2,488,951 )   (3,010,288 )
   Decrease/(increase) in deferred tax asset   (52 )   (1,073 )   1,263     (4,703 )
   Increase/(decrease) in accounts and other payables   27,357,598     1,453,567     28,019,912     (1,552,997 )
     Net cash (used in)/provided by operating activities   (2,887,570 )   (12,600,633 )   590,787     (11,784,939 )
                         
Cash flows from investing activities                        
   (Purchase)/Sale of investment   2,100,000     -     -     270,019  
   Purchase of plant and equipment   (5,152,779 )   (449,239 )   (6,167,956 )   (3,349,076 )
   Payment for the purchase of land use rights   (2,064,247 )   (9,573,248 )   (1,935,326 )   (11,336,904 )
   (Increase)/decrease in restricted cash   198,008     1,410,693     (2,444,287 )   2,544,842  
   (Increase)/decrease in deposit   (8,427,528 )   9,448,858     (8,403,929 )   6,065,094  
   Net cash used in investing activities   (13,346,546 )   837,064     (18,951,498 )   (5,806,025 )
Cash flows from financing activities                        
   Issuance of common stock   366,000     -     366,000     -  
   Repayment of bank borrowings   (505,914 )   (1,884,630 )   (8,970,772 )   (3,536,275 )
   Proceeds from bank borrowings   7,563,144     11,889,802     21,867,129     23,748,796  
   Proceeds from long-term borrowings and
   notes payable
4,605,638 - 11,354,924 (3,775,819 )
   Net cash provided by/(used in) financing activities $ 12,028,868   $  10,005,172   $  24,617,281   $  16,436,702  
                         
Net Increase/(decrease) of Cash and Cash Equivalents   (4,205,248 )   (1,758,397 )   6,256,570     (1,154,262 )
                         
Effect of foreign currency translation on cash and cash equivalents 2,777,136 531,017 673,737 1,969,554
                         
Cash and cash equivalents–beginning of period   42,215,612     34,388,275     33,857,193     32,345,603  
Cash and cash equivalents–end of period $  40,787,500   $  33,160,895   $  40,787,500   $  33,160,895  
                         
Supplementary cash flow information:                        
         Interest received $  94,186   $  37,880   $  151,510   $  57,730  
         Interest paid $  1,482,803   $  508,724   $  3,243,753   $  2,338,057  
         Income taxes paid $  961,838   $  3,184,293   $  4,003,028   $  7,364,364  

See Accompanying Notes to the Financial Statements and Accountant’s Report

9


AMERICAN LORAIN CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2014 AND YEAR ENDED DECEMBER 31, 2013
(STATED IN US DOLLARS)

            Accumulated    
  Number   Additional     Other Non-  
  Of Common Paid-in Statutory  Retained Comprehensive Controlling  
  Shares Stock Capital Reserves  Earnings Income    Interests Total
                 
Balance, January 1, 2013 34,616,714 34,617 53,487,389 16,922,494 84,097,961 16,210,661 9,949,228 180,702,350
Net income - - - - 17,688,575 - - 17,688,575
Allocation to non-controlling interests - - - - (1,054,680) - 1,054,680 -
Appropriations to statutory reserve - - - 1,474,019 (1,474,019) - - -
Foreign currency translation adjustment - - - - - 4,717,583 - 4,717,583
Balance, December 31, 2013 34,616,714 34,617 53,487,389 18,396,513 99,257,837 20,928,244 11,003,908 203,108,508
                 
                 
Balance, January 1, 2014 34,616,714 34,617 53,487,389 18,396,513 99,257,837 20,928,244 11,003,908 203,108,508
Net income - - - - 4,712,507 - - 4,712,507
Increase in non-controlling interests from acquisition of Athena Group - - - - - - 2,693,525 2,693,525
Issuance of share based compensation 300,000 300 365,700         366,000
Allocation to non-controlling interests - - - - 197,419 - (197,419) -
Foreign currency translation adjustment - - - - - (2,020,740) - (2,020,740)
Balance, September 30, 2014 34,916,714 34,917 53,853,089 18,396,513 104,167,763 18,907,504 13,500,014 208,859,800

See Accompanying Notes to the Financial Statements and Accountant’s Report

10



1.

ORGANIZATION, BASIS OF PRESENTATION, AND PRINCIPAL ACTIVITIES


  (a)

Organization history of American Lorain Corporation (formerly known as Millennium Quest, Inc.)

     
 

American Lorain Corporation (the “Company” or “ALN”) was originally a Delaware corporation incorporated on February 4, 1986. On November 12, 2009, the Company filed a statement of merger in the state of Nevada to transfer the Company’s jurisdiction from Delaware to Nevada.

     
  (b)

Organization History of International Lorain Holding Inc. and its subsidiaries

     
 

ALN owns 100% of the equity of International Lorain Holding Inc. (“ILH”). ILH is a Cayman Islands company incorporated on August 4, 2006 and was wholly-owned by Mr. Hisashi Akazawa until May 3, 2007. ILH presently has two direct wholly-owned subsidiaries, Junan Hongrun and Luotian Lorain, and three indirectly wholly-owned subsidiaries through Junan Hongrun, which are Beijing Lorain, Dongguan Lorain, and Shandong Greenpia Foodstuff Co., Ltd. (“Shandong Greenpia”).

     
 

In addition, the Company directly and indirectly has 80.2% ownership of Shandong Lorain. The rest of the 19.8%, which is owned by the State under the name of Shandong Economic Development Investment Co. Ltd., is not included as a part of the Group.

     
 

On April 9, 2009, the Company, through its Junan Hongrun subsidiary, invested cash to establish Dongguan Lorain. Dongguan Lorain is indirectly 100% beneficially owned by the Company.

     
 

On June 28, 2010, the Company signed an equity transfer agreement with Shandong Greenpia. Shandong Greenpia was originally directly owned by Taebong Inc. and Shandong Luan Trade Company. The Company paid $2,100,000to Korean Taebong Inc. for 50% equity of Shandong Greenpia on September 20, 2010. On September 23, 2010, the Company issued 731,707 shares of restricted stock at an agreed price of $2.87 per share to the owner of Shandong Luan Trade Company, Mr. Ji Zhenwei, for the remaining 50% equity of Shandong Greenpia. Since September 23, 2010, Shandong Greenpia was directly owned by both Junan Hongrun and ILH. As a result, Shandong Greenpia is 100% owned by the Company. Accordingly, the Company booked a gain of $383,482 which is included in the statement of income as other income.

     
    On February 7, 2014, American Lorain Corporation, through its indirect wholly owned subsidiary, Junan Hongrun entered into two Share Purchase Agreements with Intiraimi, a limited liability company organized under the laws of France and Biobranco II, a company organized under Portuguese law, respectively, to acquire 51% of the share capital of Athena Group. On June 30, 2014, Junan Hongrun officially completed the acquisition and controlled total 51% shares of Athena Group.
     
  (c)

Business Activities

     
 

The Company develops, manufactures, and sells convenience foods (including ready-to-cook (or RTC) foods; ready-to-eat (or RTE) foods and meals ready-to-eat (or MRE); chestnut products; and frozen foods, in hundreds of varieties. The Company operates through indirect Chinese and European subsidiaries. The products are sold in domestic markets as well as exported to foreign countries and regions such as Japan, Korea and Europe.

11



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


  (a)

Method of Accounting

     
 

The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements, which are compiled on the accrual basis of accounting.

     
 

The Company regrouped certain accounts in its presentation of changes in assets and liabilities in the statement of cash flows for the periods ended September 30, 2014 in order to be consistent with the presentation provided for the year ended December 31, 2013. There was no impact on earnings for the regrouping.

     
  (b)

Principles of consolidation

     
 

The consolidated financial statements which include the Company and its subsidiaries are compiled in accordance with generally accepted accounting principles in the United States of America. All significant inter-company accounts and transactions have been eliminated. The consolidated financial statements include 100% of assets, liabilities, and net income or loss of those wholly-owned subsidiaries; ownership interests of non-controlling investors are recorded as non-controlling interests.

     
 

As of September 30, 2014, the detailed identities of the consolidating subsidiaries are as follows:


    Attributable  
  Place of equity Registered
Name of Company incorporation interest % capital
Shandong Lorain Co., Ltd. PRC 80.2 $
      13,145,533
Luotian Lorain Co., Ltd. PRC 100 4,116,228
Junan Hongrun Foodstuff Co., Ltd. PRC 100 48,623,525
Beijing Lorain Co., Ltd. PRC 100 1,625,118
       
Shandong Greenpia Foodstuff Co., Ltd. PRC 100 2,496,181
Dongguan Lorain Co., Ltd. PRC 100 162,512
International Lorain Holding Inc. Cayman Islands 100 50,556,847
Athena France 51 31,718
Conserverie Minerve France 51 1,078,406
Sojafrais France 51 697,792
SCI Siam France 51 12,687
SCI Giu Long France 51 1,934
Cacovin Portugal 51 12,687

  (c)

Use of estimates

12



 

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America 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 periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates.

     
  (d)

Cash and cash equivalents

     
 

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

     
  (e)

Investment securities

     
 

The Company classifies securities it holds for investment purposes into trading or available- for-sale. Trading securities are bought and held principally for the purpose of selling them in the near term. All securities not included in trading securities are classified as available-for- sale.

     
 

Trading and available-for-sale securities are recorded at fair value. Unrealized holding gains and losses on trading securities are included in the net income. Unrealized holding gains and losses, net of the related tax effect, on available for sale securities are excluded from net income and are reported as a separate component of other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis.

     
 

A decline in the market value of any available-for-sale security below cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value. The impairment is charged as an expense to the statement of income and comprehensive income and a new cost basis for the security is established. To determine whether impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to year end, and forecasted performance of the investee.

     
 

Premiums and discounts are amortized or accreted over the life of the related available-for- sale security as an adjustment to yield using the effective-interest method. Dividend and interest income are recognized when earned.

     
  (f)

Trade receivables

     
 

Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.

     
  (g)

Inventories

13



 

Inventories consisting of finished goods and raw materials are stated at the lower of cost or market value. Finished goods are comprised of direct materials, direct labor and an appropriate proportion of overhead.

     
  (h)

Customer deposits and advances to suppliers

     
 

Customer deposits were received from customers in connection with orders of products to be delivered in future periods.

     
 

Advance to suppliers is a good faith deposit paid to the supplier for the purpose of committing the supplier to provide product promptly upon delivery of the Company’s purchase order for raw materials, supplies, equipment, building materials and other items necessary for our operations. Pursuant to the Company’s arrangements with its suppliers, this deposit is generally 20% of the total amount contracted for. This type of transaction is classified as a prepayment under the account name “Advance to Suppliers” until such time as the Company’s purchase order is delivered, at which point this account is reduced by reclassification of the applicable amount to the appropriate asset account such as inventory or fixed assets or construction in progress.

     
  (i)

Property, plant and equipment

     
 

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method with a salvage value of 10%. Estimated useful lives of the plant and equipment are as follows:


Buildings 40 years
Landscaping, plant and tree 30 years
Machinery and equipment 1-10 years
Motor vehicles 10 years
Office equipment 5 years

 

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized.

     
  (j)

Construction in progress

     
 

Construction in progress represents direct and indirect construction or acquisition costs. The construction in progress is transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until the asset is completed and ready for intended use.

     
  (k)

Land Use Rights

     
 

Land use rights are carried at cost and amortized on a straight-line basis over a specified period. Amortization is provided using the straight-line method over 40-50 years.

     
  (l)

Accounting for the Impairment of Long-Lived Assets

     
 

The long-lived assets held by the Company are reviewed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 360-10-35, “Accounting for the Impairment or Disposal of Long-Lived Assets,” for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Impairment is present if carrying amount of an asset is less than its undiscounted cash flows to be generated.

14



 

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.The Company believes no impairment has occurred to its assets during 2013 and 2012.

     
  (m)

Advertising

     
 

All advertising costs are expensed as incurred.

     
  (n)

Shipping and handling

     
 

All shipping and handling are expensed as incurred.

     
  (o)

Research and development

     
 

All research and development costs are expensed as incurred.

     
  (p)

Retirement benefits

     
 

Retirement benefits in the form of contributions under defined contribution retirement plans to the relevant authorities are charged to the consolidated statement of income as incurred.

     
  (q)

Income taxes

     
 

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

     
 

The Company has implemented ASC Topic 740, “Accounting for Income Taxes.” Income tax liabilities computed according to the United States, People’s Republic of China (PRC), and France tax laws are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of fixed assets and intangible assets for financial and tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will be either taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes. A valuation allowance is created to evaluate deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize that tax benefit, or that future realization is uncertain.

     
 

Effective January 1, 2008, PRC government implemented a new 25% tax rate across the board for all enterprises regardless of whether domestic or foreign enterprise without any tax holiday which is defined as "two-year exemption followed by three-year half exemption" hitherto enjoyed by tax payers. As a result of the new tax law of a standard 25% tax rate, tax holidays terminated as of December 31, 2007. However, PRC government has established a set of transition rules to allow enterprises that were already participating in tax holidays before January 1, 2008, to continue enjoying the tax holidays until they had been fully utilized.

15


The standard corporate income tax in France is 33.33% except for a small or new business, which may benefit from lower rates. In addition, a 3.3% of social surcharge is charged to the Company’s French subsidiaries if the standard corporate income tax liability exceeds EUR 763,000. Furthermore, a 10.7% temporary surtax applies when a company’s turnover exceeds EUR 250 million.

The Company is subject to United States Tax according to Internal Revenue Code Sections 951 and 957. Corporate income tax is imposed at progressive rates in the range of: -

  Taxable Income  
Rate Over But Not Over Of Amount Over
15% 0 50,000 0
25% 50,000 75,000 50,000
34% 75,000 100,000 75,000
39% 100,000 335,000 100,000
34% 335,000 10,000,000 335,000
35% 10,000,000 15,000,000 10,000,000
38% 15,000,000 18,333,333 15,000,000
35% 18,333,333 - -

  (r)

Statutory reserves

     
 

Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. The Company transferred $1,474,019 and $2,264,420 from retained earnings to statutory reserves for the years ended December 31, 2013 and 2012. PRC laws prescribe that an enterprise operating at a profit must appropriate, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital.

     
  (s)

Foreign currency translation

     
 

The accompanying financial statements are presented in United States dollars. The functional currencies of the Company are the Renminbi (RMB) and the Euro (EUR). The financial statements are translated into United States dollars from RMB and EUR at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

16



  9/30/2014   6/30/2014   12/31/2013   9/30/2013   6/30/2013
Period end/Year end RMB:
US$ exchange rate
6.1534
  6.1552
  6.1104
  6.1364
  6.1732
Average period/yearly RMB:
US$ exchange rate
6.1457
  6.1397
  6.1905
  6.2132
  6.2395
Period end/Year end EUR:
US$ exchange rate
0.7882
  0.7325
  0.7263
  0.7394
  0.7685
Average period/yearly EUR: 0.7377   0.7294   0.7532   0.7594   0.7616
US$ exchange rate                  

 

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US Dollars at the rates used in translation.

   

 

  (t)

Revenue recognition

     
 

The Company's revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment 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 collectibility is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

     
 

The Company's revenue consists of invoiced value of goods, net of a value-added tax (VAT). The Company allows its customers to return products if they are defective. However, this rarely happens and amounts returned have been de minimis.

     
 

The Company gradually switched its sales model from direct sales to third party distributor model and issues a 1% sales incentive to distributors. The Company modified its accounting policy for the recognition of revenue accordingly. Given the circumstances of how the Company conducts its incentive program, the Company books the payments settled in cash as a contra account to Gross Revenue, and includes the amount in its reported “net revenue”. The Company has considered the guidance in FASB ASC 605-50 (EITF 01-9) and will account for its sales incentive program accordingly.

     
  (u)

Earnings per share

     
 

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the sum of the weighted average number of ordinary shares outstanding and potential dilutive securities during the year. During the period ended December 31, 2013, no warrants were issued nor were options granted. For the year ended December 31, 2010, 81,155 warrants were issued to certain service providers. For the year ended December 31, 2009, 1,334,573 stock options were granted to employees pursuant to the Company’s equity incentive plan; 2,255,024 warrants were issued to investors in connection with a PIPE financing. These warrants and options could be potentially dilutive if the market price of the Company’s common stock exceeds the exercise price for these securities.

17



 

The Company computes earnings per share (“EPS”) in accordance with Statement of Financial Accounting Standards No. 128, “Earnings per share” (“SFAS No. 128”), and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). SFAS No. 128 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

     
  (v)

Financial Instruments

     
 

The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:


 

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

As of September 30, 2014 and December 31, 2013, the Company did not identify any assets and liabilities whose carrying amounts were required to be adjusted in order to present them at fair value.

The following tables present the Company’s financial assets and liabilities at fair value in accordance to ASC 820-10:

18



  At September 30,   Quoted in     Significant              
  2014:   Active Markets     Other     Significant        
      for Identical     Observable     Unobservable        
      Assets     Inputs     Inputs        
      (Level 1)   (Level 2)   (Level 3)   Total  
  Financial assets:                        
  Cash $  40,787,500   $  -   $  -   $  40,787,500  
  Restricted Cash   4,287,275     -     -     4,287,275  
  Total financial assets $  45,074,775   $  -   $  -   $  45,074,775  
                           
  Financial liabilities:                        
  Notes payable $  7,989,867   $  -   $  -   $  7,989,867  
  Total financial liabilities $  7,989,867   $  -   $  -   $  7,989,867  

  At December 31,   Quoted in     Significant              
  2013:   Active Markets     Other     Significant        
      for Identical     Observable     Unobservable        
      Assets     Inputs     Inputs        
      (Level 1)   (Level 2)   (Level 3)   Total  
  Financial assets:                        
  Cash $ 33,857,193     - $   $ -   $ 33,857,193  
  Restricted Cash  

  1,842,989

    -     -     1,842,989  
  Total financial assets $ 35,700,182     - $   $ -   $ 35,700,182  
                           
  Financial liabilities:                        
  Notes payable $  -   $  -   $ -     $  -  
  Total financial liabilities $  -   $  -   $ -     $  -  

  (w)

Commitments and contingencies

     
 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

     
  (x)

Comprehensive income

     
 

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income includes the foreign currency translation adjustment and unrealized gain or loss.

     
 

The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders. Comprehensive income for the periods ended September 30, 2014 and 2013 included net income and foreign currency translation adjustments.

19



  (y) Goodwill
     
    Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350, "Goodwill and Other Intangible Assets", goodwill is no longer subject to amortization. Rather, goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis.
     
  (z)

Recent accounting pronouncements

     
 

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements Topic 205) and Property, Plant, and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” Some stakeholders told the FASB that too many disposals of small groups of assets that are recurring in nature qualify for discontinued operations presentation under Subtopic 205-20, Presentation of Financial Statements—Discontinued Operations. That results in financial statements that are less useful for users. Other stakeholders noted that some of the guidance on reporting discontinued operations results in higher costs for preparers because it can be complex and difficult to apply. The amendments in this Update address those issues by changing the criteria for reporting discontinued operations and enhancing convergence of the FASB’s and the International Accounting Standard Board’s (IASB) reporting requirements for discontinued operations. The amendment should apply to all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years.

     
 

In June 2014, the FASB issued ASU No. 2014-12, “Compensation—Stock Compensation (Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” Entities commonly issue share-based payment awards that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards. Examples of performance targets include an entity attaining a specified profitability metric or selling shares in an initial public offering. Generally, an award with a performance target also requires an employee to render service until the performance target is achieved. In some cases, however, the terms of an award may provide that the performance target could be achieved after an employee completes the requisite service period. That is, the employee would be eligible to vest in the award regardless of whether the employee is rendering service on the date the performance target is achieved.

     
 

Current U.S. generally accepted accounting principles do not contain explicit guidance on how to account for those share-based payments. Many reporting entities account for performance targets that could be achieved after the requisite service period as performance conditions that affect the vesting of the award and, therefore, do not reflect the performance target in the estimate of the grant-date fair value of the award. Other reporting entities treat those performance targets as nonvesting conditions that affect the grant-date fair value of the award. This Update is intended to resolve the diverse accounting treatment of those awards in practice.

     
 

For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted.

     
 

As of September 30, 2014, there are no other recently issued accounting standards not yet adopted that would or could have a material effect on the Company’s consolidated financial statements


3.

RESTRICTED CASH

   

Restricted Cash represents interest bearing deposits placed with banks to secure banking facilities in the form of loans and notes payable. The restriction of funds is based on time. The funds that collateralize loans are held for 60 days in a savings account that pays interest at the prescribed national daily savings account rate. For funds that underlie the notes payable, the cash is deposited in six month time deposits that pay interest at the national time deposit rate.

20



4.

TRADE ACCOUNTS RECEIVABLE


    9/30/2014     12/31/2013  
Trade accounts receivable $  45,935,723   $  54,511,350  
Less: Allowance for doubtful accounts   (786,332 )   (439,875 )
  $  45,149,391   $  54,071,475  

Allowance for bad debt:   9/30/2014     12/31/2013  
Beginning balance $  (439,875 ) $  (443,898 )
Bad debt written-off   (346,457 )   4,023  
Ending balance $  (786,332 ) $  (439,875 )

The Company offers credit terms of between 30 to 60 days to most of their domestic customers, including supermarkets and wholesalers, around 90 days to most of their international customers, and between 0 to 15 days for most of the third-party distributors the Company works with.

   
5.

OTHER RECEIVABLES

   

Other receivables consisted of the following as of September 30, 2014 and December 31, 2013:


    9/30/2014     12/31/2013  
Advances to employees for job/travel disbursements   1,933,576     637,808  
Amount due by a non-related enterprise   28,065     163,656  
Other non-related receivables   3,383,967     333,411  
Other related party receivables   180,257     149,350  
Short-term investment sale receivable   4,382,950     4,413,795  
$ 9,908,815   $  5,698,020  

Advances to employees for job/travel disbursements consisted of advances to employees for transportation, meals, client entertainment, commissions, and procurement of certain raw materials. The advances issued to employees may be carried for extended periods of time because employees may spend several months out in the field working to procure new sales contracts or fulfill existing contracts.

Specifically, the company uses every available employee to arrange purchases with desirable chestnut or other raw material growers. However, because many of these growers are in rural farming areas of China where traditional banking and credit arrangements are difficult to implement, the Company must utilize cash purchases and also must contract for its future needs by placing a good faith deposit in cash with the growers. However none of these advances to employees for delivery to the growers on behalf of the Company are “personal loans” to the employees. Advances to employees for purchase of materials in other receivables are adjusted to advances to suppliers as of December 31, 2013.

21


Related party receivable represented advances issued by management for job or travel disbursement in the normal course of business. The receivable had no impact on earnings. As with other employees, officers sign notes when cash is issued to them as job or travel disbursement. In order to satisfy certain criteria for obtaining the long-term loan with DEG, as noted in footnote 12, Junan Hongrun lent money to Mr. You, Huadong to purchase life insurance. Related party receivable amounts are disclosed as "other related party receivables" in other receivables.

On March 13, 2011, the Company entered into an agreement with Jiangsu Heng An Industrial Investment Group Co., Ltd. to sell the Company’s short-term investment in the amount of $ 7,764,577 (RMB 49,604,000) of a parcel of land located in Junan Town, Shandong Province, to construct residential buildings. The land was sold to Jiangsu Heng An at a total sale price of RMB 69,604,000 and a guaranteed gross profit of RMB 20,000,000 without consideration of profit/(loss) of the residential building project. The gain on the sale of the short-term investment excluding taxes payable was recorded as other income on the statements of income and comprehensive income. Title of the land transferred from the Company to Jiangsu Heng An with receipt of an initial deposit of RMB 15,000,000. As of September 30, 2014, a total of RMB 42,029,955 has been received and RMB 26,970,045 (USD 4,382,950) is classified as Other Receivable. According to the contract, the Company will be entitled to receive RMB 9,000,000 within 5 days after the title transfer and construction approval is complete, and RMB 27,000,000 within 5 days after the residential building main frame is completed.

Related party receivable consisted of the following as of September 30, 2014 and December 31, 2013:

      9/30/2014     12/31/2013  
  Non-controlling parties of Athena Group $  8,679,152   $  -  
    $  8,679,152   $  -  

6.

INVENTORIES

   

Inventories consisted of the following as of September 30, 2014 and December 31, 2013:


      9/30/2014     12/31/2013  
  Raw materials $  42,755,093   $  26,262,278  
  Finished goods   34,709,913     15,687,975  
    $  77,465,006   $  41,950,253  

7.

PROPERTY, PLANT AND EQUIPMENT

   

Property, plant, and equipment consisted of the following as of September 30, 2014 and December 31, 2013:

22



      9/30/2014     12/31/2013  
  At Cost:            
         Buildings $  87,637,398   $  81,325,426  
         Land   243,112     -  
         Landscaping, plant and tree   10,897,317     10,974,003  
         Machinery and equipment   22,307,658     12,837,463  
         Office equipment   1,103,909     681,060  
         Motor vehicles   656,189     582,128  
    $  122,845,583   $  106,400,080  
  Less: Accumulated depreciation            
         Buildings   (14,095,293 )   (7,975,238 )
         Landscaping, plant and tree   (3,773,521 )   (3,081,369 )
         Machinery and equipment   (13,440,237 )   (6,916,526 )
         Office equipment   (931,557 )   (524,931 )
         Motor vehicles   (414,330 )   (340,675 )
      (32,654,938 )   (18,838,739 )
               
    $  90,190,645   $  87,561,341  

Landscaping, plants, and trees accounts for the orchards that the Company has developed for agricultural operations. These orchards as well as the young trees which were purchased as nursery stock are capitalized into fixed assets. The depreciation is then calculated on a 30- year straight-line method when production in commercial quantities begins. The orchards have begun production in small quantities and the Company has accounted for depreciation commencing July 1, 2010. During the year ended December 31, 2013, the Company purchased three greenhouses to grow seasonal crops in order to lower cost.

   
8.

LAND USE RIGHTS, NET

   

Land use rights consisted of the following as of September 30, 2014 and December 31, 2013:


      9/30/2014     12/31/2013  
  Land use rights, at cost $  17,477,949   $  17,600,945  
  Utilities rights, at cost   50,554     50,909  
  Software, at cost   468,856     59,496  
  Patent, at cost   1,650,860     1,543  
      19,648,219     17,712,893  
               
  Less: Accumulated amortization   (1,977,721 )   (1,305,350 )
    $  17,670,498   $  16,407,543  

All lands are owned by the government in China. Land use rights represent the Company’s purchase of usage rights for a parcel of land for a specified duration of time, typically 50 years. The land use rights are then amortized over the period of usage. Amortization expense for the three month periods ended September 30, 2014 and 2013 were $ 485,916 and $55,950, respectively. Amortization expense for the nine month periods ended September 30, 2014 and 2013 were $ 672,370 and $98,469, respectively.

23



9.

SHORT-TERM BANK LOANS AND NOTES PAYABLE

   

Short-term bank loans, which are comprised of bank overdrafts and short-term bank loans, consisted of the following as of September 30, 2014 and December 31, 2013:


  Bank Overdrafts   9/30/2014     12/31/2013  
               
  BNP Paribas,
Interest rate of EURIBOR+1.70% due within 3 months
  344,158     -  
  CIC Lorient Enterprises,
Interest rate of EURIBOR+1.70% due within 3 months
  160,282     -  
  Credit Agricole,
Interest rate of EURIBOR+1.70% due within 3 months
  231,034     -  
  LCL Banque et Assurance,
Interest rate of EURIBOR+1.70% due within 3 months
  100,239     -  
  Société Générale,
Interest rate of EURIBOR+1.70% due within 3 months
  288,467     -  
  Banque Tarneud,
Interest rate of EURIBOR+1.70% due within 3 months
  565,945     -  
  Banco Espirito Santo,
Interest rate of EURIBOR+1.70% due within 3 months
  274     -  
  Banco Portugues de Negocios   1,945     -  
  Banco Espirito Santo   7,919     -  
      1,700,263     -  

Bank overdrafts are collateralized by inventory.

  Short-term Bank Loans   Remark     9/30/2014     12/31/2013  
                     
  Loan from Industrial and Commercial Bank of China,                  
         • Interest rate at 6.3% per annum; due 2/21/2014         -     4,091,386  
         • Interest rate at 5.88% per annum; due 1/8/2014         -     1,145,588  
         • Interest rate at 5.88% per annum; due 4/15/2014         -     1,129,222  
         • Interest rate at 5.88% per annum; due 4/23/2014         -     1,088,308  
         • Interest rate at 6.44% per annum; due 10/20/2014         1,007,573     -  
         • Interest rate at 6.44% per annum; due 12/1/2014         942,568     -  

24



         • Interest rate at 7.20% per annum; due 12/10/2014         1,625,118     -  
         • Interest rate at 7.28% per annum; due 3/4/2015         1,462,606        
         • Interest rate at 7.125% per annum; due 3/27/2015   A     4,062,795     -  
                     
  Loan from Linyi Commercial Bank,                  
         • Interest rate at 1.512% per annum due 1/9/2014         -     1,636,554  
         • Interest rate at 1.26% per annum due 1/10/2014         -     1,472,899  
  Loan from China Minsheng Bank Corporation, Linyi Branch                  
         • Interest rate at 7.8% per annum due 2/26/2014         -     2,454,831  
         • Interest rate at 7.8% per annum due 1/17/2015         1,625,118     -  
         • Interest rate at 7.8% per annum due 2/26/2015         2,437,677     -  
                     
  Loan from Agricultural Bank of China, Junan Branch                  
         • Interest rate at 7.8% per annum due 8/14/2015         1,625,118     -  
                     
  Loan from Agricultural Bank of China, Luotian Branch                  
         • Interest rate at 7.8% per annum due 8/20/2014         -     1,636,554  
         • Interest rate at 7.8% per annum due 9/3/2014         -     1,636,554  
         • Interest rate at 7.8% per annum due 8/28/2015         2,112,653     -  
         • Interest rate at 7.28% per annum due 3/14/2015         1,625,118     -  
                     
  China Agricultural Development Bank                  
         •Interest rate at 6.0% per annum due 1/3/2014         -     654,622  
         •Interest rate at 6.0% per annum due 8/19/2014         731,303     818,277  
         •Interest rate at 6.0% per annum due 1/5/2015         812,559     -  
                     
  Bank of Beijing,                  
         • Interest rate at 7.2% per annum due 6/19/2014         -     1,309,243  
                     
  Luotian Sanliqiao Credit Union,                  
         • Interest rate at 9.360% per annum due 12/31/2014         1,137,582     -  
         • Interest rate at 9.360% per annum due 1/21/2015         162,512     -  
                     
  Beijing International Trust Co., Ltd.,                  
         • Interest rate at 6.00% per annum due 9/23/2014         -     1,636,554  
                     
  Bank of Ningbo ,                  

25



         • Interest rate at 7.20% per annum due 9/25/2014   -     1,636,554  
               
  Hankou Bank, Guanggu Branch,            
         • Interest rate at 6.60% per annum due 9/12/2014   -     1,636,554  
         • Interest rate at 6.95% per annum due 8/24/2015   1,625,118     -  
               
  Agricultural Bank of China, Shandong Branch            
         • Interest rate at 7.2% per annum due 8/22/2014   -     1,636,554  
               
  Ping An Bank, Jinan Branch            
         • Interest rate at 6.72% per annum due 1/3/2014   -     1,145,588  
         • Interest rate at 6.72% per annum due 5/2/2014   -     818,277  
               
  Luzhen Credit Union,            
         • Interest rate at 10.40% per annum due 2/27/2014   -     490,966  
               
  China Guangfa Bank,            
         • Interest rate at 8.75% per annum due 12/27/2014   4,875,353     -  
         • Interest rate at 8.75% per annum due 4/3/2015   2,925,212     -  
               
  Bank of Rizhao,            
         • Interest rate at 7.80% per annum due 1/17/2015   1,625,118     -  
               
  China Construction Bank,            
         • Variable Interest rate, due 4/1/2014   -     801,912  
         • Variable Interest rate, due 4/30/2014   -     523,697  
         • Interest rate at 6.60% per annum due 11/28/2014   812,559     -  
         • Interest rate at 6.60% per annum due 4/15/2015   796,308     -  
         • Interest rate at 6.60% per annum due 5/11/2015   520,038     -  
  Huaxia Bank,            
         • Interest rate at 7.8% per annum due 5/19/2015   1,625,117     -  
  Bank of China, Paris Branch            
           • Interest rate at 2.50% per annum due 3/5/2015   3,780,766     -  
  Other financial institution with various interest rates and due dates   1,910,592        
  $ 41,866,481   $  29,400,694  

26


The short-term loans, which are denominated in the functional currencies Renminbi (RMB) and Euros, were primarily obtained for general working capital. If not otherwise indicated in the below remarks, short-term loans are guaranteed by either companies within the group or personnel who hold a management role within the group.

Remarks:

A. This loan is collateralized by their accounts receivable balances.

Notes Payable consisted of the following as of September 30, 2014 and December 31, 2013:

      9/30/2014     12/31/2013  
               
  Notes payable issued by Hankou Bank,            
  •        Interest rate at 5.55% per annum due 9/12/2014 $  1,625,118   $  -  
  •        Interest rate at 5.55% per annum due 10/10/2014   1,625,118     -  
               
  Notes payable issued by BNP Paribas,            
  •        Interest rate at EURIBOR + 1.7% per annum due within 3 months   1,014,971     -  
               
  Notes payable issued by CIC Lorient Enterprises,            
  • Interest rate at EURIBOR + 1.7% per annum due within 3 months   1,497,082     -  
               
  Notes payable issued by Credit Agricole,            
  • Interest rate at EURIBOR + 1.7% per annum due within 3 months   735,854     -  
               
  Notes payable issued by LCL Banque et Assurance,            
  • Interest rate at EURIBOR + 1.7% per annum due within 1 months   735,854     -  
               
  Notes payable issued by Société Générale,            
  • Interest rate at EURIBOR + 1.7% per annum due within 1 months   583,608     -  
               
  Notes issued by other financial institutions   172,262     -  
               
    $  7,989,867   $  -  

The Notes Payable are guaranteed by third party guarantors.

   
10.

CONVERTIBLE PROMISSORY NOTE

   

Convertible Promissory Note consisted of the following as of September 30, 2014 and December 31, 2013:


      9/30/2014     12/31/2013  
               
  Note issued by Jade Lane Group Limited            
  •        Interest rate at 4.50% per annum due 3/13/2015 $  3,500,000   $  -  
    $  3,500,000   $  -  

Under the terms of the Note, interest on the outstanding Principal Amount accrues at a rate of 4.5% per annum, and all accrued but unpaid interest is due and payable on September 30, 2014 and on the last day of each quarter thereafter. If the Note is not converted pursuant to the terms of the Note, additional interest on the outstanding Principal Amount shall accrue at a rate of 4.5% per annum and is payable at the maturity of the Note. Unless the Note is otherwise accelerated or converted, the unpaid Principal Amount of the Note, together with all accrued but unpaid interest, is due and payable, at the election of the Holder, on September 13, 2014 or March 13, 2015 (“Maturity Date”), provided, however, if Holder fails to notify the Company in writing by August 13, 2014 that it elects the maturity date of September 13, 2014, then the Maturity Date will be extended to March 13, 2015. The Company didn't receive the notification from the Holder to elect the maturity date of September 13, 2014, therefore, the Maturity Date will be March 13, 2015.

27



In addition, under the terms of the Note, at any time commencing on or after September 13, 2014 and before March 13, 2015, the Holder, at Holder’s option and upon five (5) days prior written notice to the Company, may convert in whole or in part the outstanding Principal Amount into a number of shares of Common Stock of the Company (“Common Stock”) on a per share conversion price of $1.15 per share, as may be adjusted from time to time pursuant to the terms and conditions of the Note (“Conversion Price”); provided, however, the Company will not effect any conversion of the Note, and the Holder will not have the right to convert any portion of the Note, to the extent (but only to the extent) that the Holder would beneficially own in excess of the Beneficial Ownership Limitation (as defined below), which beneficial ownership will be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The “Beneficial Ownership Limitation” is 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Note.

   

The Note is secured by the personal guarantee of Si Chen, the Company’s chief executive officer and chairman.

   
11.

TAXES PAYABLES

   

Taxes payable consisted of the following as of September 30, 2014 and December 31, 2013:


    9/30/2014     12/31/2013  
Value added tax payable $  327,731   $  592,341  
Corporate income tax payable   921,192     2,572,663  
Employee payroll tax withholding   1,079,049     6,344  
Property tax payable   52,767     73,768  
Stamp tax payable   1,475     1,485  
Business tax payable   163,677     158,921  
Land use tax payable   44,020     64,062  
Import tariffs   1,824     271  
Capital gain tax payable   945,624     952,278  
  $  3,537,359   $  4,422,133  

12.

ACCRUED EXPENSES AND OTHER PAYABLE

   

Accrued expenses and other payables consisted of the following as of September 30, 2014 and December 31, 2013:

28



    9/30/2014     12/31/2013  
Accrued salaries and wages $  370,939   $  32,731  
Accrued utility expenses   27,168     39,765  
Accrued interest expenses   2,416,346     927,986  
Accrued transportation expenses   726,655     144,061  
Other accruals   10,435,481     -  
Business and other taxes   361,501     885,972  
Disbursement payable   19,000     -  
Accrued staff welfare   493,020     285,300  
  $  14,850,110   $  2,315,815  

13.

LONG-TERM DEBT

   

Current portions of long-term debt consisted of the following as of September 30, 2014 and December 31, 2013:


      9/30/2014     12/31/2013  
               
  Loans from China Development Bank            
  •        Interest rate at 7.07% per annum due 5/20/2014 $  -   $  981,933  
  •        Interest rate at 7.07% per annum due 11/20/2014   1,056,327     981,932  
  •        Interest rate at 7.07% per annum due 5/20/2015   1,056,327     -  
  •        Interest rate at 7.07% per annum due 9/24/2015   1,300,093     -  
               
  Loans from Deutsche Investitions-und Entwicklungsgesellschaft mbH (“DEG”)        
  •        Interest rate at 5.510% per annum due 3/15/2014   -     1,875,000  
  •        Interest rate at 5.510% per annum due 9/15/2014   1,875,000     1,875,000  
  •        Interest rate at 5.510% per annum due 3/15/2015   1,875,000     -  
  •        Interest rate at 5.510% per annum due 9/15/2015   1,875,000     -  
               
  BNP Paribas,            
  • Interest rate at 2.30% per annum due 12/20/2014   15,062     -  
  • Interest rate at 3.80% per annum due 3/14/2015   44,215     -  
  • Interest rate at 3.00% per annum due 7/15/2015   24,293     -  
  • Interest rate at 4.20% per annum due 12/20/2016   109,331     -  
               
  CIC Lorient Enterprises,            
  • Interest rate at 2.98% per annum due 12/20/2015   28,789     -  
  • Interest rate at 4.20% per annum due 12/20/2016   107,814     -  
               
  Credit Agricole,            
  • Interest rate at 4.20% per annum due 12/20/2016   107,814     -  
  • Interest rate at 1.85% per annum due 1/25/2017   40,397     -  
               
  LCL Banque et Assurance,            
  • Interest rate at 4.20% per annum due 12/20/2016   107,814     -  
               
  Banque Tarneud,            
  • Interest rate at 3.28% per annum due 10/30/2014   75,997     -  
  • Interest rate at 2.90% per annum due 5/30/2015   93,612     -  
               
    $  9,792,885   $  5,713,865  

29


Non-current portions of long-term debt consisted of the following as of September 30, 2014 and December 31, 2013:

      9/30/2014     12/31/2013  
  Loans from Deutsche Investitions-und Entwicklungsgesellschaft mbH (“DEG”)        
  •        Interest rate at 5.510% per annum due 3/15/2016 $  1,875,000   $  5,625,000  
               
  Loans from China Development Bank            
  •        Interest rate at 7.07% per annum due 9/24/2015   -     2,454,831  
               
  BNP Paribas,            
  • Interest rate at 4.20% per annum due 12/20/2016   104,328     -  
               
  CIC Lorient Enterprises,            
  • Interest rate at 2.98% per annum due 12/20/2015   7,332     -  
  • Interest rate at 4.20% per annum due 12/20/2016   141,282     -  
               
  Credit Agricole,            
  • Interest rate at 4.20% per annum due 12/20/2016   141,282     -  
  • Interest rate at 1.85% per annum due 1/25/2017   55,038     -  
               
  LCL Banque et Assurance,            
  • Interest rate at 4.20% per annum due 12/20/2016   141,283     -  
               
  Société Générale,            
  • Interest rate at 2.90% per annum due 5/15/2016   17,745     -  
               
  BPI France,            
  • Interest rate at 3.42% per annum due 12/20/2016   444,050     -  
    $  2,927,340   $  8,079,831  

The Company began repaying its loan with DEG in semi-annual installments on September 15, 2012. As of September 30, 2014 and December 31, 2013, the Company has repaid $7,500,000 and $5,625,000 in principal. The loan was collateralized with the following terms:

  (a.)

Create and register a first ranking mortgage in the amount of about USD 12,000,000 on its land and building in favor of DEG.

  (b.)

Undertake to provide a share pledge of Mr. Si Chen's, its majority shareholder, shares as the sponsor in the amount of about USD 12,000,000 in form and substance satisfactory to DEG

  (c.)

The total amount of the first ranking mortgage as indicated in the Loan Agreement (Article 12(1)(a)) and the value of the pledged shares of Mr. Si Chen (Loan Agreement (Article 12(1)(a))) should be at least USD 24,000,000.

  (d.)

Undertake to provide a guarantee from the Shareholder in form and substance satisfactory to DEG.

Non-current portions of notes payable and debentures consisted of the following as of September 30, 2014 and December 31, 2013:

      9/30/2014     12/31/2013  
               
  Note payable issued by Shanghai Pudong Development Bank
•        Interest rate at 5.9% per annum due 12/28/2015
 
13,000,943
   
13,092,432
 
               
  Debenture issued by Guoyuan Securities Co., Ltd.
•       Interest rate at 10% per annum due 8/28/2016
 
16,251,178
   
16,365,541
 
               
  Debenture issued by Daiwa SSC Securities Co. Ltd.
•        Interest rate at 9.5% per annum due 11/8/2015
 
16,251,178
   
16,365,541
 
               
    $ 45,503,299   $ 45,823,514  

30



14.

CAPITALIZATION

  

Dating back to May 3, 2007, the Company underwent a reverse-merger and a concurrent financing transaction that resulted in 24,923,178 shares of outstanding common stock that remained unchanged through December 31, 2007. In connection with the financing, the Company also issued 1,037,858 and 489,330 warrants to the PIPE investors and placement agent, respectively. During 2008, several holders of warrants issued in connection with the financing transaction exercised their rights to purchase shares at the prescribed exercise price. The holders of the warrants exercised the right to purchase a total of 360,207 shares; however, because the holders did not pay in cash for the warrants, 110,752 of those shares were cancelled as consideration in lieu of the warrant holders paying in cash. Ultimately, 249,455 of new shares were issued to those who exercised their warrant. The Company also made an adjustment to its outstanding share count for rounding errors as a result of the split and reverse splits made at the time of the reverse merger. The number of shares in the adjustment was an addition of seven shares. The Company believes the adjustment of seven shares is immaterial to both prior and current earnings per share calculation. As detailed in the table below, the total number of outstanding shares at December 31, 2013 was 34,616,714.

  

During the year 2009, the Company issued 56,393 shares of stock to its employees and vendors and 5,011,169 shares to investors. The Company issued 1,334,573 stock options to employees on July 28, 2009; 1,753,909 shares of Series A warrants and 501,115 shares of Series B warrants were issued to investors on October 28, 2009.

  

During the year 2010, the Company issued 2,000 shares to a service provider on February 10, 2010 and 81,155 warrants to various service providers on January 5, 2010. The Company issued to investors 3,440,800 shares at an agreed price of $2.80 per share for a PIPE financing on September 10, 2010. This financing brought $8,955,730 net proceeds to the Company. The Company issued 5,000 shares to its employee on September 23, 2010. 731,707 shares of restricted stock were issued to the owner of Shandong Greenpia, Mr. Ji Zhenwei on September 24, 2010 as part of acquisition cost.

  

For the year 2010, the Company transferred $5,161,176 from retained earnings to additional paid up capital and $2,445,262 from retained earnings to statutory reserve. These transfers are to be used for future company development, recovery of losses and increase of capital, as approved, to expand production or operations.

  

For the year 2011, the Company transferred $2,636,160 from retained earnings to statutory reserve. These transfers are to be used for future company development, recovery of losses and increase of capital, as approved, to expand production or operations.

  
For the year 2012, the Company issued 108,840 shares to its employees as employee stock compensation. The Company transferred $2,264,420 from retained earnings to statutory reserve. These transfers are to be used for future company development, recovery of losses and increase of capital, as approved, to expand production or operations.
   
  For the period ended September 30, 2014, the Company issued 300,000 shares to a consulting company as its financial advisor for management consulting and advisory services.

31


American Lorain Corporation
Capitalization Reconciliation Table


Par value
authorized

Issuance date

Shares outstanding
Common stock at 1/1/2009 200,000,000   25,172,640
New shares issued to employees and vendors during 2009    Various dates 56,393
New shares issued to PIPE investors    10/28/2009 5,011,169
New shares issued to service provider during 2010    2/10/2010 2,000
New shares issued to PIPE investors    9/10/2010 3,440,800
New shares issued to employee    9/23/2010 5,000
New shares issued as acquisition consideration    9/24/2010 731,707
New shares issued to service provider during 2011    5/5/2011 25,000
New shares issued to employees per stock incentive plan    7/20/2011 27,092
New shares issued to employees per stock incentive plan    11/21/2011 36,073
New shares issued to employees per stock incentive plan    10/5/2012 108,840
New shares issued to service provider during 2014   8/22/2014 300,000
Common stock at 9/30/2014      34,916,714


Warrants and options
Number of warrants
or options

Issuance date

Expiration date
Warrants issued to investors in 2007 PIPE 1,037,858 5/3/2007 5/2/2010
Warrants issued to placement agent in 2007 PIPE 489,330 5/3/2007 5/2/2010
Employee stock options 1,334,573 7/28/2009 7/27/2014
Warrants issued to investors in 2009 PIPE - Series A 1,753,909 10/28/2009 4/28/2015
Warrants issued to investors in 2009 PIPE - Series B 501,115 10/28/2009 10/28/2012
Issued to service provider A during 2010 50,722 1/5/2010 1/2/2014
Issued to service provider B during 2010 20,289 1/5/2010 1/2/2014
Issued to service provider C during 2010 10,144 1/5/2010 1/2/2014
Total warrants and options 5,197,940    

32



15.

NON-CONTROLLING INTERESTS

     

The non-controlling interest represents the following:

     
(1)

19.8% equity of Shandong Lorain held by the Shandong Economic Development Investment Corporation, which is a state-owned interest.

     
(2)

49% equity of the Athena Group held by Biobranco II, Alcides Branco, and Nuno Branco.


16.

SALES BY PRODUCT TYPE

   

Sales by categories of product consisted of the following as of September 30, 2014 and 2013:


Category   9/30/2014     9/30/2013  
Chestnut $  60,377,549   $  58,097,797  
Convenience food   35,388,016     40,662,258  
Frozen food   23,704,244     23,218,511  
Total $  119,469,809   $  121,978,566  

Revenue by geography consisted of the following as of September 30, 2014 and 2013:

Country   9/30/2014     9/30/2013  
Australia $  114,333   $  20,154  
Austria   44,734     -  
Belgium   1,325,206     4,048,525  
China   80,974,934     91,475,565  
France   11,125,065     1,360,662  
Germany   560,363     1,125,698  
Hong Kong   283,923     64,640  
Israel   88,809     429,245  
Italy   44,295     -  
Japan   7,861,858     10,883,074  
Malaysia   1,978,031     1,082,030  
Netherlands   4,545     805,551  
New Zealand   62,295     -  
Philippines   262,984     382,991  
Poland   -     115,250  
Portugal   4,858,037     1,113,839  
Saudi Arabia   1,074,790     -  
Singapore   1,312,541     1,472,920  
South Korea   4,274,633     6,298,196  
Spain   203,156     -  
Taiwan   336,900     43,986  
Thailand   687,978     105,964  
United Kingdom   1,555,532     -  
United States   434,867     1,135,706  
Vietnam   -     14,570  
Total   119,469,809     121,978,566  

33



17.

INCOME TAXES

   

All of the Company’s operations are in the PRC, France, and Portugal, and in accordance with the relevant tax laws and regulations. The corporate income tax rate for each country is as follows:


  PRC tax rate is 25%.
  France tax rate is 33.3%
  Portugal tax rate is 23%.

The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the periods ended September 30, 2014 and 2013:

    9/30/2014     9/30/2013  
Income attributed to PRC & Europe $  7,718,719   $  13,132,057  
Loss attributed to US   (627,323 )   (165,266 )
Income before tax   7,091,396     12,966,791  
       
PRC Statutory Tax at 25% Rate   2,378,889     3,289,034  
Effect of tax exemption granted   -     -  
Income tax $  2,378,889   $  3,289,034  

Per Share Effect of Tax Exemption            
    9/30/2014     9/30/2013  
             
Effect of tax exemption granted $  -   $  -  
Weighted-Average Shares Outstanding            
Basic   34,873,699     34,616,714  
Per share effect $  -   $  -  

The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows for the periods ended September 30, 2014 and 2013:

    9/30/2014     9/30/2013  
U.S. federal statutory income tax rate   35%     35%  
Lower rates in PRC, net   -10%     -10%  
Tax holiday for foreign investments   8.55%     0.37%  
The Company’s effective tax rate   33.55%     25.37%  

Effective January 1, 2008, the PRC government implemented a new 25% tax rate across the board for all enterprises regardless of whether domestic or foreign enterprise without any tax holiday which is defined as “two-year exemption followed by three-year half exemption” hitherto enjoyed by tax payers. As a result of the new tax law of a standard 25% tax rate, tax holidays were terminated as of December 31, 2007. However, PRC government has established a set of transition rules to allow enterprises that were already participating in tax holidays before January 1, 2008, to continue enjoying the tax holidays until being fully utilized.

34


The Company has accrued a deferred tax asset as a result of its net operating loss as of and before September 30, 2014 because the Company planned to set up operations in the United States. The company anticipates that the operations within the United States will generate income in the future so that it will be able to take full advantage of the accrued tax asset. Accordingly the Company has not provided a valuation allowance for the accrued tax asset.

The Company has detailed tax rates for its subsidiaries for 2014 and 2013 in the following table.

  China Income Tax
  Rate
Subsidiary 2014 2013
International Lorain 0% 0%
Junan Hongran 25% 25%
Luotian Lorain 25% 25%
Beijing Lorain 25% 25%
Shandong Lorain 25% 25%
Shandong Greenpia 25% 25%
Dongguan Lorain 25% 25%

18.

EARNINGS PER SHARE

Components of basic and diluted earnings per share were as follows:

3 months ended September 30 9 months ended September 30
  2014 2013 2014 2013
         
Basic Earnings Per Share Numerator                        
         Net Income $  1,179,001 $  4,256,690 $ 4,909,926 $  9,274,971
         Income Available to Common Stockholders $  1,179,001   $  4,256,690   $ 4,909,926   $  9,274,971  
         
Diluted Earnings Per Share Numerator                        
         Income Available to Common Stockholders $  1,179,001 $  4,256,690 $ 4,909,926 $  9,274,971
Income Available to Common Stockholders on Converted Basis $  1,179,001   $  4,256,690   $ 4,909,926   $  9,274,971  
         
Original Shares:  

  34,616,714

   

  34,616,714

   

  34,616,714

   

  34,616,714

 
Additions from Actual Events        
-Issuance of Common Stock   300,000     -     300,000     -  
Basic Weighted Average Shares Outstanding 34,745,285 34,616,714 34,873,699 34,616,714
Dilutive Shares:                        
Additions from Potential Events        
-Exercise of Investor Warrants & Placement Agent Warrants   -     -     -     -  
- Exercise of Employee & Director Stock Options - - - -
Diluted Weighted Average Shares Outstanding:   34,745,285     34,616,714     34,873,699     34,616,714  
Earnings Per Share        
- Basic $  0.03   $  0.12   $  0.15   $  0.27  
- Diluted $  0.03 $  0.12 $  0.14 $  0.27
                         
Weighted Average Shares Outstanding        
- Basic   34,745,285     34,616,714     34,873,699     34,616,714  
- Diluted 34,745,285 34,616,714 34,873,699 34,616,714

35



19.

SHARE-BASED COMPENSATION

   

On July 27, 2009, the Company’s Board of Directors adopted the American Lorain Corporation 2009 Incentive Stock Plan (the “Plan”). The Plan provides that the maximum number of shares of the Company’s common stock that may be issued under the Plan is 2,500,000 shares. The Company’s employees, directors, and service providers are eligible to participate in the Plan.

   

For the year ended December 31, 2009, the Company recorded a total of $166,346 of shared-based compensation expense. The Company issued warrants that upon exercise would result in the issuance of 1,334,573 common shares. These stock options vest over three years, where 33.33% vest annually. The expense related to the stock options was $107,375. The Company also recorded expense of $58,971 for the issuance of 56,393 common shares to participants; these common shares vested immediately. Given the materiality and nature of share-based compensation, the entire expense has been recorded as general and administrative expenses. For the year ended December 31, 2010, the Company recorded a total of $890,209 stock option and its related general and administrative expenses.

   

During the years ended December 31, 2013 and 2012, the Company recorded a total of $0 and $503,493 stock option and related general and administrative expenses.

   

During the period ended September 30, 2014, the Company did not grant any stock options.

   

The range of the exercise prices of the stock options granted since inception of the plan are shown in the following table:


Price Range Number of Shares
$0 - $4.99 1,334,573 shares
$5.00 - $9.99 0 shares
$10.00 - $14.99 0 shares

No tax benefit has yet been accrued or realized. For the period ended December 31, 2013, the Company has yet to repatriate its earnings. Accordingly it has not recognized any deferred tax assets or liability in regards to benefits derived from the issuance of stock options.

The Company used the Black-Scholes Model to value the warrants granted. The following shows the weighted average fair value of the grants and the assumptions that were employed in the model:

36



    2012     2011  
Weighted-average fair value of grants: $  1.3629   $  1.1909  
Risk-free interest rate:   0.33%     0.96%  
Expected volatility:   59.93%     4.58%  
Expected life in months:   36.00     36.00  

20.

LEASE COMMITMENTS

   

(a.) The Company entered into an operating lease agreement leasing a factory building located in Dongguan, China. The lease was signed by Shandong Lorain on behalf of Dongguan Lorain and expires on August 9, 2018.

   

The minimum future lease payments for this property at September 30, 2014 are shown in the following table:


From   To       Lease payment  
7/1/2014   12/31/2014     $  23,171  
1/1/2015   12/31/2015       92,685  
1/1/2016   12/31/2016       92,685  
1/1/2017   12/31/2017       92,685  
1/1/2018   8/9/2018       56,641  
          $  357,867  

The outstanding lease commitment as of September 30, 2014 was $357,867.

The minimum future lease payments for this property at December 31, 2013 are shown in the following table:

From   To       Lease payment  
1/1/2014   12/31/2014     $  92,685  
1/1/2015   12/31/2015       92,685  
1/1/2016   12/31/2016       92,685  
1/1/2017   12/31/2017       92,685  
1/1/2018   8/9/2018       56,641  
          $  427,381  

   

The outstanding lease commitment as of December 31, 2013 was $427,381.

     
  (b.)

During the year ended December 31, 2013, the Company entered into three operating lease agreements leasing three plots of land where greenhouses are maintained to grow seasonal crops. The leases were signed by Junan Hongrun Foodstuff Co., Ltd. and expire on April 25, 2033, May 19, 2033, and June 19, 2033, respectively.

   

 

   

The minimum future lease payments for these properties at September 30, 2014 are shown in the following tables:

37



From   To     Greenhouse 1     From     To     Greenhouse 2     From     To     Greenhouse 3  
10/1/2014   12/31/2014   $  19,532     10/1/2014     12/31/2014   $  23,779     10/1/2014     12/31/2014   $  2,835  
1/1/2015   12/31/2015     78,128     1/1/2015     12/31/2015     95,114     1/1/2015     12/31/2015     11,339  
1/1/2016   12/31/2016     78,128     1/1/2016     12/31/2016     95,114     1/1/2016     12/31/2016     11,339  
1/1/2017   12/31/2017     78,128     1/1/2017     12/31/2017     95,114     1/1/2017     12/31/2017     11,339  
1/1/2018   12/31/2018     78,128     1/1/2018     12/31/2018     95,114     1/1/2018     12/31/2018     11,339  
1/1/2019   12/31/2019     78,128     1/1/2019     12/31/2019     95,114     1/1/2019     12/31/2019     11,339  
1/1/2020   12/31/2020     78,128     1/1/2020     12/31/2020     95,114     1/1/2020     12/31/2020     11,339  
1/1/2021   12/31/2021     78,128     1/1/2021     12/31/2021     95,114     1/1/2021     12/31/2021     11,339  
1/1/2022   12/31/2022     78,128     1/1/2022     12/31/2022     95,114     1/1/2022     12/31/2022     11,339  
1/1/2023   12/31/2023     85,773     1/1/2023     12/31/2023     102,527     1/1/2023     12/31/2023     12,097  
1/1/2024   12/31/2024     89,289     1/1/2024     12/31/2024     105,683     1/1/2024     12/31/2024     12,757  
1/1/2025   12/31/2025     89,289     1/1/2025     12/31/2025     105,683     1/1/2025     12/31/2025     12,757  
1/1/2026   12/31/2026     89,289     1/1/2026     12/31/2026     105,683     1/1/2026     12/31/2026     12,757  
1/1/2027   12/31/2027     89,289     1/1/2027     12/31/2027     105,683     1/1/2027     12/31/2027     12,757  
1/1/2028   12/31/2028     89,289     1/1/2028     12/31/2028     105,683     1/1/2028     12/31/2028     12,757  
1/1/2029   12/31/2029     89,289     1/1/2029     12/31/2029     105,683     1/1/2029     12/31/2029     12,757  
1/1/2030   12/31/2030     89,289     1/1/2030     12/31/2030     105,683     1/1/2030     12/31/2030     12,757  
1/1/2031   12/31/2031     89,289     1/1/2031     12/31/2031     105,683     1/1/2031     12/31/2031     12,757  
1/1/2032   12/31/2032     89,289     1/1/2032     12/31/2032     105,683     1/1/2032     12/31/2032     12,757  
1/1/2033   4/25/2033     42,261     1/1/2033     5/19/2033     50,322     1/1/2033     6/19/2033     5,530  
        $ 1,576,191               $  1,888,687               $  225,987  

The outstanding lease commitments for the three greenhouses as of September 30, 2014 was $3,690,865.

The minimum future lease payments for these properties at December 31, 2013 are shown in the following tables:

From   To     Greenhouse 1     From     To     Greenhouse 2     From     To     Greenhouse 3  
1/1/2014   12/31/2014   $  78,128     1/1/2014     12/31/2014   $  95,114     1/1/2014     12/31/2014   $  11,339  
1/1/2015   12/31/2015     78,128     1/1/2015     12/31/2015     95,114     1/1/2015     12/31/2015     11,339  
1/1/2016   12/31/2016     78,128     1/1/2016     12/31/2016     95,114     1/1/2016     12/31/2016     11,339  
1/1/2017   12/31/2017     78,128     1/1/2017     12/31/2017     95,114     1/1/2017     12/31/2017     11,339  
1/1/2018   12/31/2018     78,128     1/1/2018     12/31/2018     95,114     1/1/2018     12/31/2018     11,339  
1/1/2019   12/31/2019     78,128     1/1/2019     12/31/2019     95,114     1/1/2019     12/31/2019     11,339  
1/1/2020   12/31/2020     78,128     1/1/2020     12/31/2020     95,114     1/1/2020     12/31/2020     11,339  
1/1/2021   12/31/2021     78,128     1/1/2021     12/31/2021     95,114     1/1/2021     12/31/2021     11,339  
1/1/2022   12/31/2022     78,128     1/1/2022     12/31/2022     95,114     1/1/2022     12/31/2022     11,339  
1/1/2023   12/31/2023     85,773     1/1/2023     12/31/2023     102,527     1/1/2023     12/31/2023     12,097  
1/1/2024   12/31/2024     89,289     1/1/2024     12/31/2024     105,683     1/1/2024     12/31/2024     12,757  
1/1/2025   12/31/2025     89,289     1/1/2025     12/31/2025     105,683     1/1/2025     12/31/2025     12,757  
1/1/2026   12/31/2026     89,289     1/1/2026     12/31/2026     105,683     1/1/2026     12/31/2026     12,757  
1/1/2027   12/31/2027     89,289     1/1/2027     12/31/2027     105,683     1/1/2027     12/31/2027     12,757  
1/1/2028   12/31/2028     89,289     1/1/2028     12/31/2028     105,683     1/1/2028     12/31/2028     12,757  
1/1/2029   12/31/2029     89,289     1/1/2029     12/31/2029     105,683     1/1/2029     12/31/2029     12,757  
1/1/2030   12/31/2030     89,289     1/1/2030     12/31/2030     105,683     1/1/2030     12/31/2030     12,757  
1/1/2031   12/31/2031     89,289     1/1/2031     12/31/2031     105,683     1/1/2031     12/31/2031     12,757  
1/1/2032   12/31/2032     89,289     1/1/2032     12/31/2032     105,683     1/1/2032     12/31/2032     12,757  
1/1/2033   4/25/2033     42,261     1/1/2033     5/19/2033     50,322     1/1/2033     6/19/2033     5,530  
        $ 1,634,787               $  1,960,022               $  234,491  

38


The outstanding lease commitment for the three greenhouses as of December 31, 2013 was $3,829,300.

21.

INVESTMENT COMMITMENTS AND LIABILITIES

   

On February 7, 2014, American Lorain Corporation (the "Company"), through its indirect wholly owned subsidiary, Junan Hongrun Foodstuff Co., Ltd. (“Junan Hongrun”) entered into a Share Purchase Agreement with Intiraimi, a limited liability company organized under the laws of France (the "Intiraimi Purchase Agreement"). Pursuant to the terms of the Intiraimi Purchase Agreement, Junan Hongrun agreed to acquire from Intiraimi 10,000 shares of Athena, a limited liability company organized under the laws of France (“Athena”), or 40% of the share capital of Athena, for an aggregate purchase price of €1,500,000 (or approximately US$2,032,050) of which (i) €1,000,000 (or approximately US$1,354,700) will be payable within 20 days of the execution of the Intiraimi Purchase Agreement, and (ii) the remaining €500,000 (or approximately US$677,350) (“Deferred Payment”) will be payable on February 7, 2015 if certain conditions are met.

   

On February 7, 2014, Junan Hongrun also entered into a Reiterative Share Purchase Agreement with Biobranco II, a company organized under Portuguese law (the " Biobranco Purchase Agreement"). Pursuant to the terms of the Biobranco Purchase Agreement, Junan Hongrun will acquire from Biobranco 2,750 shares of Athena, or 11% of the share capital of Athena, for an aggregate purchase price of €495,000 (or approximately US$670,600), payable within 20 days of the execution of the Biobranco Purchase Agreement.

   

Upon closing of the two transactions, the Company, through Junan Hongrun, will own 51% of the share capital of Athena. Junan Hongrun agreed to pledge 12,750 shares, or 51% of share capital, of Athena acquired in the above transactions to Intiraimi to guarantee the Deferred Payment. The Company will fulfill the Deferred Payment in good faith in July 2005, pursuant to the term of the Intiraimi Purchase Agreement, provided that the conditions set forth in the Intiraimi Purchase Agreement are met.

   
  The transaction of acquisition to Athena group has been approved by Department of Commerce of Shandong Province, PRC on June 30, 2014, which represents that Junan Hongrun has officially completed and controlled total 51% shares of Athena Group.
   

In connection with the acquisition of a 51% controlling interest in Athena, on February 7, 2014, Junan Hongrun entered into a Shareholders’ Agreement (the “Shareholder Agreement”) with Athena and each of the other shareholders of Athena (“Current Shareholders”), which defines the rights of Junan Hongrun and the Current Shareholders, and their respective undertakings as they relate to Athena. The Shareholder Agreement provides, among other things, that American Lorain will finance Cacovin, a company based in Portugal and a wholly-owned subsidiary of Athena, up to three million Euros. Please refer to the form 8-K the Company filed with the Securities and Exchange Commission on February 13 for details.

39



22.

RISKS

     
A.

Credit risk

     

Since the Company’s inception, the age of account receivables have been less than one year indicating that the Company is subject to minimal risk borne from credit extended to customers.

     
B.

Interest risk

     

The company is subject to interest rate risk when short term loans become due and require refinancing.

     
C.

Economic and political risks

     

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC.

     

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

     
D.

Environmental risks

     

The Company has procured environmental licenses required by the PRC government. The Company has both a water treatment facility for water used in its production process and secure transportation to remove waste off site. In the event of an accident, the Company has purchased insurance to cover potential damage to employees, equipment, and local environment.

     
E.

Inflation Risk

     

Management monitors changes in prices levels. Historically inflation has not materially impacted the company’s financial statements; however, significant increases in the price of raw materials and labor that cannot be passed on the Company’s customers could adversely impact the Company’s results of operations.

40


ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are an integrated food manufacturing company headquartered in Shandong Province, China. We develop, manufacture and sell the following types of food products:

---Chestnut products;

--- Convenience foods (including ready-to-cook, or RTC, foods, ready-to-eat, or RTE, foods and meals ready- to-eat, or MRE);

---and Frozen food products.

We conduct our production activities mainly in China. Our products are sold in Chinese domestic markets as well as exported to foreign countries and regions such as Japan, South Korea and Europe. We derive most of our revenues from sales in China, Japan and South Korea, and we are yet trying to achieve significant expansion in sales and marketing activity in the United States. In 2014, our primary strategy is to continue building our brand recognition in China through consistent marketing efforts towards supermarkets, wholesalers, and significant customers, enhancing the cooperation with other manufacturers and factories and enhancing the turnover for our existing chestnut, convenience and frozen food products. In addition, we expect to further expand our sales channel in Europe to increase our profit margin in the future. We believe that our cost advantage and adequacy of our chestnut inventory supply contribute to our ability to compete with other competitors in a sustainable long-term operation. Domestic sales in the third quarter of 2014 accounted for 67.8% as compared to 74.9 % over the same period of last year. In the coming quarters, American Lorain anticipates that demand for its traditional chestnut product line and convenience business line in mainland China and East Asia region will continue to slightly decline. However, the revenue for the chestnut products from our French subsidiary will likely increase. Frozen foods sold primarily to select export markets, supermarkets and wholesale customers in China contributed approximately 19.8% in revenues which is slightly up for the third quarter of 2014 compared to 19.0% in the third quarter of 2013.

On February 7, 2014, American Lorain Corporation (the "Company"), through its indirect wholly owned subsidiary, Junan Hongrun Foodstuff Co., Ltd. (“Junan Hongrun”) entered into a Share Purchase Agreement with Intiraimi, a limited liability company organized under the laws of France (the "Intiraimi Purchase Agreement"). Pursuant to the terms of the Intiraimi Purchase Agreement, Junan Hongrun agreed to acquire from Intiraimi 10,000 shares of Athena, a limited liability company organized under the laws of France (“Athena”), or 40% of the share capital of Athena, for an aggregate purchase price of €1,500,000 (or approximately US$2,032,050) of which (i) €1,000,000 (or approximately US$1,354,700) will be payable within 20 days of the execution of the Intiraimi Purchase Agreement, and (ii) the remaining €500,000 (or approximately US$677,350) (“Deferred Payment”) will be payable on February 7, 2015 if certain conditions are met.

On February 7, 2014, Junan Hongrun also entered into a Reiterative Share Purchase Agreement with Biobranco II, a company organized under Portuguese law (the " Biobranco Purchase Agreement"). Pursuant to the terms of the Biobranco Purchase Agreement, Junan Hongrun will acquire from Biobranco 2,750 shares of Athena, or 11% of the share capital of Athena, for an aggregate purchase price of €495,000 (or approximately US$670,600), payable within 20 days of the execution of the Biobranco Purchase Agreement.

As of the date of this report, the transaction for the acquisition of the Athena group was approved by the Department of Commerce of Shandong Province, PRC on June 30, 2014 which mean that Junan Hongrun has officially completed the transaction and controls a total of 51% of the shares of Athena Group. Hence the accounts for Athena are consolidated.

Production Factors that Affect our Financial and Operational Condition

Our business depends on obtaining a reliable supply of various agricultural products, including chestnuts, vegetables, fruits, red meat, fish, eggs, rice, flour and packaging products. During the third quarter of 2014, the cost of our raw materials increased from $39.0million to $42.8 million, as compared to the third quarter of 2013, for an increase of approximately 9.74%. We may have to increase the number of our suppliers of raw materials and expand our own agricultural operations in the future to meet growing production demands. Despite our efforts to control our supply of raw materials and maintain good relationships with our suppliers, we could lose one or more of our suppliers at any time.

41


The loss of several suppliers may be difficult to replace and could increase our reliance on higher cost or lower quality suppliers, which could negatively affect our profitability. In addition, if we have to increase the number of our suppliers of raw materials in the future to meet growing production demands, we may not be able to locate new suppliers who can provide us with sufficient materials to meet our needs. Any interruptions to, or decline in, the amount or quality of our raw materials supply could materially disrupt our production and adversely affect our business and financial condition and financial prospects.

Seasonality

Chestnut season in China lasts from September to January. We purchase and produce raw chestnuts during these months and store them in our refrigerated storage facilities throughout the year. Once we obtain a purchase order during the rest of the year, we remove the chestnuts from storage, process them and ship them within one day of production. Since most chestnuts are produced and sold in the fourth quarter, the Company generally performs best in the fourth quarter.

Uncertainties that Affect our Financial Condition

We spend a significant amount of cash on our operations, principally to procure raw materials for our products. Many of our suppliers, including chestnut, vegetable and fruit farmers, and suppliers of packaging materials, require us to prepay for their supplies in cash or pay on the same day that such supplies are delivered to us. However, some of the suppliers with whom we have a long-standing business relationship allow us to pay on credit. We fund the majority of our working capital requirements out of cash flow generated from operations. If we fail to generate sufficient sales, or if our suppliers stop offering us credit terms, we may not have sufficient liquidity to fund our operating costs and our business could be adversely affected.

We funded approximately 34.4% of our working capital from the proceeds of short-term loans from Chinese banks in the third quarter of 2014, as compared to 25.5% over the same period last year. We expect to continue to fund our working capital requirements with such loans in the future. Such loans are generally secured by our fixed assets, receivables and/or guarantees by third parties. Our balance of short-term bank loans as of June 30, 2014 was approximately $43.6 million. The term of almost all such loans is one year or less. Historically, we have rolled over such loans on an annual basis. However, commencing 2010, the Chinese government began implementing more stringent credit policies to curb inflation and soaring property prices, which could negatively impact our ability to obtain or roll over these short term loans, and hence result in our not having sufficient funds available to pay all of our borrowings upon maturity. Failure to roll over our short-term borrowings at maturity or to service our debt could result in the imposition of penalties, including increases in rates of interest, legal actions against us by our creditors, or even insolvency. In addition, we completed two private placement financings in September 2010 and October 2009 with net proceeds of $9.0 million and $10.9 million, respectively, the proceeds of which were primarily used as working capital. We also secured a $15 million loan from Deutsche Investitions - und Entwicklungsgesellshaft (“DEG”) in May 2010, which we had fully drawn down in 2011. On March 13, 2014, the Company issued a Convertible Promissory Note for $3.5 million to Jade Lane Group Limited, a company incorporated under the laws of British Virgin Islands . We can provide no assurances that we will be able to enter into any future financing or refinancing agreements on terms favorable to us, especially considering the current instability of the capital markets.

We anticipate that our existing capital resources and cash flows from operations and current and expected short-term bank loans will be adequate to satisfy our liquidity requirements for the next 12 months. However, if available liquidity is not sufficient to meet our operating and loan obligations as they come due, our plans include obtaining alternative financing arrangements or further reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that, if required, we will be able to raise additional capital or reduce discretionary spending to provide the required liquidity. Currently, the capital markets for small capitalization companies are extremely difficult and banking institutions have become stringent in their lending requirements. Accordingly, we cannot be sure of the availability or terms of any third party financing.

Our business, operating results or financial condition will be adversely affected in the event of unfavorable economic conditions, including the ongoing global economy and capital markets disruptions. For example, we may experience declines in revenues, profitability and cash flows as a result of reduced orders, delays in receiving orders, delays or defaults in payment or other factors caused by the economic problems of our customers and prospective customers. We may experience supply chain delays, disruptions or other problems associated with financial constraints faced by our suppliers and subcontractors. In addition, changes and volatility in the equity, credit and foreign exchange markets and in the competitive landscape make it increasingly difficult for us to predict our revenues and earnings into the future.

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Results of Operations

Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013

The following table summarizes the results of our operations during the three month periods ended September 30, 2014 and September 30, 2013, respectively and provides information regarding the dollar and percentage increase or (decrease) from the three month period ended September 30, 2014 compared to the three month period ended September 30, 2013.

(All amounts, other than percentages, stated in U.S. dollar)

Three months ended Increase/ Increase/
    September 30,       Decrease     Decrease  

(In Thousands of USD)

  2014     2013     ($)     (%)  

Revenues

  55,264     53,104     2,160     4.07%  

Cost of revenues

  46,107     42,787     3,320     7.76%  

Gross profit

  9,157     10,317     (1,160 )   -11.24%  

Operating expenses

                       

Selling and marketing expenses

  3,045     2,174     871     40.06%  

General and administrative expenses

  3,362     1,418     1,944     137.09%  

Operating Income

  2,750     6,725     (3,975 )   -59.11%  

Government subsidy income

  401     344     57     16.57%  

Interest and other income

  874     1,146     (272 )   23.73%  

Other expenses

  (75 )   (51 )   24     47.06%  

Interest expense

  (2,553 )   (2,444 )   109     4.46%  

Earnings before tax

  1,397     5,720     (4,323 )   -75.58%  

Income tax

  667     1,234     (567 )   -45.95%  

Income before minority interests

  730     4,486     (3,756 )   -83.73%  

Minority interests

  (449 )   230     (679 )   -295.22%  

Net income

  1,179     4,256     (3,077 )   -72.30%  

Revenue

Revenues. Our net revenue for the three months ended September 30, 2014 amounted to $ 55.3million, which represents a slight increase of approximately $2.2 million, or 4.07%, from the three month period ended on September 30, 2013, in which our net revenue was $53.1 million. The overall increase was attributable to the increase/(decrease) in sales of each of our product segments, as reflected in the following table:

    Three months ended     Increase/     Increase/  
(in thousands of U.S. dollars)   9/30/2014     9/30/2013     Decrease     Decrease  
Chestnut   26,931,202     24,642,847     2,288,355     9.29%  
Convenience food   19,594,133     19,571,519     22,614     0.12%  
Frozen food   8,738,876     8,889,544     -150,667     -1.69%  
Total   55,264,211     53,103,910     2,160,302     4.07%  

Cost of Revenues. During the three months ended September 30, 2014, we experienced an increase in cost of revenue of $3.32 million, in comparison to the three months ended September 30, 2013, from approximately $42.8million to $46.1 million, reflecting an increase of approximately 7.76% . The main factors were: an increase in wage expense for factory workers, an increase in depreciation expenses for capital equipment and an increase in the cost of consumables used in conjunction with capital equipment.

Gross Profit. Our gross profit decreased $1.1 million, or 11.2%, to $9.2 million for the three months ended September 30, 2014 from $10.3million for the same period in 2013 as a result of increase of the cost of revenue despite the revenue being slightly up 4.07% compared to the third quarter of 2013. Our gross margins decreased from 19.4% to 16.6% .

Operating Expenses

Selling and Marketing Expenses. Our selling and marketing expenses increased $870,822, or 40.1%, to $3.0 million in the third quarter of 2014 from $2.2 million in the third quarter of 2013. The main factors that contributed to this increase is the salary of sales employees. The increases were partially offset by decreases in the dollar amount of other selling and marketing expenses, including supermarket fees and travel expenses.

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General and Administrative Expenses. We experienced an increase in general and administrative expense of $1,943,458 from approximately $1.42 million to approximately $3.36 million for the three months ended September 30, 2014, compared to the same period in 2013. The increase in general and administrative expenses was primarily attributable to increased wage pension and consulting fee.

Income Before Taxation and Minority Interest

Income before taxation and minority interest decreased $4.3 million, or 75.58%, to $1.4 million for the three months ended September 30, 2014 from $5.7 million for the same period of 2013. The decrease was mainly attributable to the increase of our cost of revenue and operating expenses in the three months ended September 30, 2014 as compared to the three months ended September 30, 2013.

Income Taxes

Income taxes decreased $567,045or 45.95%, to $0.67million in the third quarter of 2014, as compared to $1.2 million in the third quarter of 2013, primarily attributable to the lower earnings before tax.

Net Income

Net income decreased $3.1 million, or 72.30%, to $1.2 million for the three months ended September 30, 2014 from $4.3 million for the same period of 2013. The decrease was attributable to increased cost of goods sold and operating expenses in the three months ended September 30, 2014 as compared to the three months ended September 30, 2013.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

The following table summarizes the results of our operations during the nine month periods ended September 30, 2014 and September 30, 2013, respectively and provides information regarding the dollar and percentage increase or (decrease) from the nine month period ended September 30, 2014 compared to the nine month period ended September 30, 2013.

(All amounts, other than percentages, stated in U.S. dollar)

 

  Nine months ended     Increase/     Increase/  

  September 30,     Decrease     Decrease  

(In Thousands of USD)

  2014     2013     ($)     (%)  

Revenues

  119,470     121,979     (2,509 )   -2.06%  

Cost of revenues

  96,583     97,234     (651 )   -0.67%  

Gross profit

  22,887     24,745     (1,858 )   -7.51%  

Operating expenses

                       

Selling and marketing expenses

  5,783     5,561     222     3.99%  

General and administrative expenses

  6,756     4,294     2,462     57.34%  

Operating Income

  10,348     14,890     (4,542 )   -30.50%  

Government subsidy income

  2,210     1,448     762     52.62%  

Interest and other income

  1,087     1,377     (290 )   -21.06%  

Other expenses

  (221 )   (135 )   86     63.70%  

Interest expense

  (6,333 )   (4,613 )   1,720     37.29%  

Earnings before tax

  7,091     12,967     (5,876 )   -45.32%  

Income tax

  2,379     3,289     (910 )   -27.67%  

Income before minority interests

  4,712     9,678     (4,966 )   -51.31%  

Minority interests

  (197 )   403     (600 )   -148.88%  

Net income

  4,909     9,275     (4,366 )   -47.07%  

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Revenue

Revenues. Our revenue for the nine months ended September 30, 2014 amounted to $119.5 million, which represents a decrease of approximately $2.5 million, or 2.06%, from the nine month period ended on September 30, 2013, in which our revenue was $122.0 million. The overall decrease was attributable to the decrease in sales of certain product segments, as reflected in the following table:

    Nine months ended     Increase/     Increase/  

(in thousands of U.S. dollars)

  9/30/2014     9/30/2013     Decrease     Decrease  

Chestnut

  60,377,549     58,097,797     2,279,752     3.92%  

Convenience food

  35,388,016     40,662,258     -5,274,242     -12.97%  

Frozen food

  23,704,244     23,218,511     485,733     2.09%  

Total

  119,469,809     121,978,566     -2,508,757     -2.06%  

Cost of Revenues. During the nine months ended September 30, 2014, we experienced a decrease in cost of revenue of $0.6 million, in comparison to the nine months ended September 30, 2013, from approximately $97.2 million to $96.6 million, reflecting a very slight decrease of approximately 0.67% .

Gross Profit. Our gross profit decreased $1.9 million, or 7.51%, to $22.9 million for the nine months ended September 30, 2014 from $24.7million for the same period in 2013 as a result of lower revenues, partially offset by lower costs of revenues, for the reasons indicated immediately above. Our gross margins decreased slightly from 20.3% to19.2% . Gross profit margins by product segment for the nine months ended September 30, 2014 were: 23.3% for chestnuts, 20.66% for convenience foods and 17.69% for frozen foods.

Operating Expenses

Selling and Marketing Expenses. Our selling and marketing expenses increased $221,884 during the nine months ending 2014, as compared to the same period over last year. Selling and marketing expenses increased as we enhanced our efforts to expand our distribution channels in China as well as internationally, and to build the brand recognition for our chestnut and convenience food products.

General and Administrative Expenses. We experienced an increase in general and administrative expense of $2,462,470 from approximately $4.3 million to approximately $6.8 million for the nine months ended September 30, 2014, compared to the same period in 2013. The increase of general and administrative expenses was primarily attributable to increased reimbursements, entertainment expenses, pensions and employee benefits.

Income Before Taxation and Non-controlling Interest

Income before taxation and non-controlling interest decreased $5.9 million, or 45.3%, to $7.1 million for the nine months ended September 30, 2014 from $13.0 million for the same period of 2013. The decrease was mainly attributable to the decrease of our sales revenue and increases of operating expense in the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013.

Income Taxes

Income taxes decreased $910,145, or 27.7%, to $2.4 million in the nine months ended 2014, as compared to $3.3 million in the nine months ended 2013, primarily attributable to the lower earnings before tax.

Net Income

Net income decreased $4.4 million, or 47.1%, to $5.0 million for the nine months ended September 30, 2014 from $9.3million for the same period of 2013. The decrease was attributable to decreased revenue and increased operating expenses.

Liquidity and Capital Resources

As of September 30, 2014, we had cash and cash equivalents (including restricted cash) of $44.9 million. Our cash and cash equivalents increased by approximately $9.2 million from December 31, 2013 primarily due to cash provided by operating activities and financing activities, partially offset by cash used in investment activities. The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.

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Cash Flow (in thousands)

    Nine Months Ended  
    September 30,  
    2014     2013  

Net cash provided by (used in) operating activities

  591     (11,785 )

Net cash provided by (used in) investing activities

  (18,951 )   (5,806 )

Net cash provided by (used in) financing activities

  24,617     16,437  

Net cash flow (outflow)

  6,257     (1,154 )

Operating Activities

Net cash provided by operating activities was $0.6million for the nine months period ended September 30, 2014 and net cash used by operating activities in the same period in 2013 was approximately $11.8 million. The increase of approximately $12.4 million in net cash flows provided by operating activities in the three quarters of 2014 was due primarily to a higher decrease in accounts and other receivables of $6.7 million and increase in accounts and other payables of 29.6 partially offset by a higher increase in inventories of approximately $20.0 million as compared to the same period in 2013.

Investing Activities

Net cash used in investing activities for the nine months period ended September 30, 2014 was $19.0 million, representing an increase of $13.2 million in net cash used in investing activities from $5.8 million for the same period of 2013. The difference was primarily a result of an increase in purchase of plant and equipment of $2.8 million and an increase in deposit by 14.5 million.

Financing Activities

Net cash provided by financing activities for the nine months period ended September 30, 2014 was $24.6 million, representing an increase of $8.2 million from $16.4 million net cash provided by financing activities during the same period in 2013. The increase of the net cash provided by financing activities was primarily a result of higher net bank borrowings in 2014.

Loan Facilities

As of September 30, 2014, the amounts and maturity dates for our short-term bank loans are as set forth in the Notes to the Financial Statements. The total amounts outstanding were $43.6 million as of September 30, 2014, compared with $29.4 million as of December 31, 2013. In addition, we are also carrying the unpaid portion of the long term loan of $15 million from DEG due in March 2016, with eight equal semi-annual principal payments commencing September 2012. We believe that our currently available working capital, after receiving the aggregate proceeds of the credit facilities referred to above, should be adequate to sustain our operations at our current levels through at least the next twelve months.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make assumptions, estimates and judgments that affect the amounts reported in our financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require significant judgments and estimates in the preparation of financial statements, including the following: Method of Accounting We maintain our general ledger and journals with the accrual method accounting for financial reporting purposes. Accounting policies adopted by us conform to generally accepted accounting principles in the United States and have been consistently applied in the presentation of our financial statements, which are compiled on the accrual basis of accounting.

Use of estimates The preparation of the financial statements in conformity with generally accepted accounting principles in the United States 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 periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates.

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Principles of consolidation Our consolidated financial statements, which include information about our company and our subsidiaries, are compiled in accordance with generally accepted accounting principles in the United States. All significant inter-company accounts and transactions have been eliminated. Our consolidated financial statements include 100% of assets, liabilities, and net income or loss of our wholly owned subsidiaries. Ownership interests of minority investors are recorded as minority interests.

As of September 30, 2014, the details pertaining to our subsidiaries were as follows:

  Place of     Attributable
equity
    Registered  

Name of Company

  incorporation     interest %     capital  

Shandong Lorain Co., Ltd

  PRC     80.2   $  13,141,688  

Luotian Lorain Co., Ltd

  PRC     100     4,115,025  

Junan Hongrun Foodstuff Co., Ltd

  PRC     100     48,609,306  

Beijing Lorain Co., Ltd

  PRC     100     1,624,643  

Shandong Greenpia Foodstuff Co., Ltd

  PRC     100     2,495,451  

Dongguan Lorain Co,, Ltd

  PRC     100     162,464  

International Lorain Holding Inc.

  Cayman Islands     100     50,556,847  

Athena

  France     51     31,718  

Conserverie Minerve

  France     51     1,078,406  

Sojafrais

  France     51     697,792  

SCI Siam

  France     51     12,687  

SCI Giu Long

  France     51     1,934  

Cacovin

  Portugal     51     12,687  

On February 7, 2014, Junan Hongrun acquired 51% of Athena group and its subsidiaries. The investment of Athena group has been consolidated into the financial statements since the acquisition was officially completed upon receipt of approval from the Department of Commerce of Shandong Province, PRC.

Accounting for the Impairment of Long-Lived Assets The long-lived assets held and used by us are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets.

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. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the reporting period, there was no impairment loss.

Revenue recognition Our revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of ours exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Our revenue consists of invoiced value of goods, net of a value-added tax. No product return or sales discount allowance is made as products delivered and accepted by customers are normally not returnable and sales discount is normally not granted after products are delivered.

Recent Accounting Pronouncements

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements Topic 205) and Property, Plant, and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” Some stakeholders told the FASB that too many disposals of small groups of assets that are recurring in nature qualify for discontinued operations presentation under Subtopic 205-20, Presentation of Financial Statements—Discontinued Operations. That results in financial statements that are less useful for users. Other stakeholders noted that some of the guidance on reporting discontinued operations results in higher costs for preparers because it can be complex and difficult to apply. The amendments in this Update address those issues by changing the criteria for reporting discontinued operations and enhancing convergence of the FASB’s and the International Accounting Standard Board’s (IASB) reporting requirements for discontinued operations. The amendment should apply to all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years.

In June 2014, the FASB issued ASU No. 2014-12, “Compensation—Stock Compensation (Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” Entities commonly issue share-based payment awards that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards. Examples of performance targets include an entity attaining a specified profitability metric or selling shares in an initial public offering. Generally, an award with a performance target also requires an employee to render service until the performance target is achieved. In some cases, however, the terms of an award may provide that the performance target could be achieved after an employee completes the requisite service period. That is, the employee would be eligible to vest in the award regardless of whether the employee is rendering service on the date the performance target is achieved.

Current U.S. generally accepted accounting principles do not contain explicit guidance on how to account for those share-based payments. Many reporting entities account for performance targets that could be achieved after the requisite service period as performance conditions that affect the vesting of the award and, therefore, do not reflect the performance target in the estimate of the grant-date fair value of the award. Other reporting entities treat those performance targets as nonvesting conditions that affect the grant-date fair value of the award. This Update is intended to resolve the diverse accounting treatment of those awards in practice.

For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted.

As of September 30, 2014, there are no other recently issued accounting standards not yet adopted that would or could have a material effect on the Company’s consolidated financial statements.
 

47



As of September 30, 2014, there are no other recently issued accounting standards not yet adopted that would have a material effect on the Company’s consolidated financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4. CONTROLS AND PROCEDURES Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a(15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Exchange Act reports 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 our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2014. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2014, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective due to the continuing material weakness in our internal control over financial reporting.

The material weakness and significant deficiency identified by our management as of September 30, 2014 relates to the ability of the Company to record transactions and provide disclosures in accordance with U.S. GAAP. On October 28, 2014, the Company hired a new interim Chief Financial Officer with extensive IFRS experience who will instruct and train accountants in our company. The aim of the Company is to make it possible that the disclosure of the information of the Company is transparent to our shareholders and potential investors, and be in compliance with the accounting principles required by FASB. We believe that we will further support and encourage our accounting staffs to attend professional courses related to U.S. GAAP and IFRS accounting principles. We also are seeking to have an increasing number of our accountants hold licenses such as Certified Public Accountant or Certified Management Accountant in the U.S.

Changes in Internal Controls over Financial Reporting.

During the nine months ended September 30, 2014, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations Over Internal Controls.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

48


(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we have disputes that arise in the ordinary course of business. Currently, there are no material legal proceedings to which we are a party, or to which any of our property is subject.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

The following exhibits are filed as part of this Report

Exhibit Description
No.  
31.1

Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes(Oxley Act of 2002.*

31.2

Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes(Oxley Act of 2002. *

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes(Oxley Act of 2002. *

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes(Oxley Act of 2002.*

101.INS

XBRL Instance Document (1)

101.SCH

XBRL Taxonomy Extension Schema (1)

101.CAL

XBRL Taxonomy Extension Calculation Linkbase (1)

101.DEF

XBRL Taxonomy Extension Definition Linkbase (1)

101.LAB

XBRL Taxonomy Extension Label Linkbase (1)

101.PRE

XBRL Taxonomy Extension Presentation Linkbase (1)

* Filed herewith.

(1) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

49


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 19, 2014

  AMERICAN LORAIN CORPORATION
   
  /s/ Si Chen
  Si Chen
  Chief Executive Officer
  (Principal Executive Officer)
   
  /s/ Xiang Zhou
  Xiang Zhou
  Interim Chief Financial Officer
  (Principal Financial Officer and Principal Accounting Officer)

50