SEC Company Response from Smart Powerr Corp. (CREG) (CIK 0000721693) (CREG) — Mar 8, 2019
Smart Powerr Corp. (CREG) (CIK 0000721693)
Date: March 8, 2019 · CIK: 0000721693 · Accession: 0001213900-19-003830
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File numbers found in text: 000-12536
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CORRESP
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filename1.htm
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2016
OR
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from
to
Commission
File No. 000-12536
China
Recycling Energy Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
90-0093373
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer
Identification
No.)
12/F,
Tower A
Chang
An International Building
No.
88 Nan Guan Zheng Jie
Xi’an
City, Shaanxi Province, China
(Address
of Principal Executive Offices, Zip Code)
Registrant’s
Telephone Number, Including Area Code: + 86-29-8765-1097
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 ☐ No
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant
is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer,” accelerated filer” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The number of shares outstanding of the registrant’s Common
Stock, as of August 10, 2016 was 8,310,198.
EXPLANATORY NOTE
In response to
a comment letter received from the Securities and Exchange Commission (the “SEC”), dated December 4, 2018, China Recycling
Energy Corporation (the “Company,” “we,” “us” or “our”) is filing this Amendment
No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, originally filed with the
SEC on August 15, 2016 (the “Original Form 10-Q”) for the following purposes: reevaluate the leases for Erdos TCH
as a result of a supplemental agreement effective on May 1, 2016, wherein Erdos TCH cancelled monthly minimum lease payments from
Erdos, charged Erdos based on actual electricity sold at RMB 0.30 / Kwh, and concluded the lease payments that depend on a factor
directly related to the future use of the leased property were contingent rentals and, accordingly, were excluded from minimum
lease payments in their entirety. The Company therefore wrote off the net investment receivables of these leases on May 1, 2016.
This Form 10-Q/A
should be read in conjunction with the Company’s periodic filings made with the SEC subsequent to the filing date of the
Original Form 10-Q, including any amendments to those filings, as well as any Current Reports, filed on Form 8-K subsequent to
the date of the Original Form 10-Q. In addition, in accordance with applicable rules and regulations promulgated by the SEC, the
Company’s Chief Executive Officer and Chief Financial Officer are providing currently dated certifications in connection
with this Form 10-Q/A. The certifications are filed as Exhibits 31.3, 31.4, 32.3 and 32.4. Because this Form 10-Q/A sets forth
the Original Form 10-Q in its entirety, it includes both items that have been changed as a result of the amended disclosures and
items that are unchanged from the Original Form 10-Q. Other than the revision of the disclosures as discussed above, this Form
10-Q/A speaks as of the original filing date of the Original Form 10-Q and has not been updated to reflect other events occurring
subsequent to the original filing date. This includes forward-looking statements and all other sections of this Form 10-Q/A that
were not directly impacted by this amendment, which should be read in their historical context.
INDEX
Page No.
PART
I - FINANCIAL INFORMATION
1
Item
1.
Consolidated
Financial Statements
1
Consolidated
Balance Sheets as of June 30, 2016 (Unaudited) and December 31, 2015
1
Consolidated
Statements of Income and Comprehensive Income (Loss) (Unaudited) – Three and Six Months Ended June 30, 2016 and June
30, 2015
2
Consolidated
Statements of Cash Flows (Unaudited) – Three and Six Months Ended June 30, 2016 and June 30, 2015
3
Notes
to Consolidated Financial Statements (Unaudited)
4
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
29
Item
3.
Quantitative
and Qualitative Disclosures About Market Risk
47
Item
4.
Controls
and Procedures
47
PART
II - OTHER INFORMATION
Item
1.
Legal
Proceedings
48
Item
1A.
Risk
Factors
48
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
48
Item
3.
Defaults
Upon Senior Securities
48
Item
4.
Mine
Safety Disclosures
48
Item
5.
Other
Information
48
Item
6.
Exhibits
49
PART
I – FINANCIAL INFORMATION
Item 1.
Financial Statements
CHINA
RECYCLING ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
AS
OF JUNE 30, 2016 (UNAUDITED) AND DECEMBER 31, 2015
2016 (Restated)
2015
ASSETS
CURRENT ASSETS
Cash and equivalents
$ 42,736,716
$ 41,749,388
Restricted cash
542,888
1,130,344
Accounts receivable
35,289,806
15,399,778
Current portion of investment in sales-type leases, net
5,690,343
6,679,019
Interest receivable on sales type leases
1,258,536
555,451
Prepaid expenses
373,355
1,179,778
Other receivables
238,834
553,886
Total current assets
86,130,478
67,247,644
NON-CURRENT ASSETS
Investment in sales-type leases, net
54,213,910
133,079,634
Long term investment
1,035,110
950,470
Long term deposit
55,850
57,033
Property and equipment, net
14,249
17,724
Construction in progress
88,629,529
115,522,068
Total non-current assets
143,948,648
249,626,929
TOTAL ASSETS
$ 230,079,126
$ 316,874,573
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
$ 797,368
$ 427,732
Notes payable - bank acceptances
995,295
1,130,344
Taxes payable
1,163,427
1,058,417
Accrued liabilities and other payables
2,596,722
3,199,395
Due to related parties
44,328
44,059
Deferred tax liability, net
1,071,441
1,538,105
Loans payable - current
1,432,622
6,159,911
Interest payable on entrusted loans
239,294
268,801
Current portion of entrusted loan payable
42,224,635
43,119,379
Total current liabilities
50,565,132
56,946,143
NONCURRENT LIABILITIES
Deferred tax liability, net
3,018,445
10,771,348
Refundable deposit from customers for systems leasing
1,070,696
1,555,378
Loans payable
-
18,187,138
Entrusted loan payable
15,381,831
15,707,773
Total noncurrent liabilities
19,470,972
46,221,637
Total liabilities
70,036,104
103,167,780
CONTINGENCIES AND COMMITMENTS
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 100,000,000 shares authorized, 8,310,159
shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
8,310
8,310
Additional paid in capital
111,789,166
111,789,166
Statutory reserve
14,059,947
13,823,789
Accumulated other comprehensive income
(493,581 )
3,210,315
Retained earnings
34,591,218
84,661,602
Total Company stockholders' equity
159,955,060
213,493,182
Noncontrolling interest
87,962
213,611
Total equity
160,043,022
213,706,793
TOTAL LIABILITIES AND EQUITY
$ 230,079,126
$ 316,874,573
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
1
CHINA
RECYCLING ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
SIX MONTHS ENDED
JUNE
30,
THREE MONTHS ENDED
JUNE 30,
2016 (Restated)
2015
2016 (Restated)
2015
Revenue
Sales of systems
$ -
$ 24,474,612
$ -
$ 24,474,612
Contingent rental income
1,107,721
275,427
1,100,962
101,089
Total revenue
1,107,721
24,750,039
1,100,962
24,575,701
Cost of sales
Cost of systems and contingent rental income
921
21,476,876
--
21,464,596
Total cost of sales
921
21,476,876
--
21,464,596
Gross profit
1,106,800
3,273,163
1,100,962
3,111,105
Interest income on sales-type leases
8,197,534
12,821,625
3,316,004
6,329,343
Total operating income
9,304,334
16,094,788
4,416,966
9,440,448
Operating expenses
General and administrative
1,632,106
1,256,900
1,135,489
552,339
Impairment loss of net investment receivable
58,352,244
-
58,352,244
-
Total operating expenses
59,984,350
1,256,900
59,487,733
552,339
Income from operations
(50,680,016 )
14,837,888
(55,070,767 )
8,888,109
Non-operating income (expenses)
Interest income
63,502
53,816
31,814
21,529
Interest expense
(3,381,989 )
(1,802,684 )
(2,032,419 )
(1,308,979 )
Loss on sale of construction in progress of Xuzhou Zhongtai
(2,822,679 )
-
-
-
Loss on systems repurchase from Yida
(417,952 )
-
(417,952 )
-
Gain on systems repurchase from Jitie
-
4,594,922
-
4,594,922
Other income
76,418
14,319
74,091
377,268
Total non-operating income (expenses), net
(6,482,700 )
2,860,373
(2,344,466 )
3,684,740
Income (loss) before income tax
(57,162,716 )
17,698,261
(57,415,233 )
12,572,849
Income tax expense (benefit)
(7,181,285 )
2,299,463
(7,392,056 )
1,301,511
Income (loss) before noncontrolling interest
(49,981,431 )
15,398,798
(50,023,177 )
11,271,338
Less: loss attributable to noncontrolling interest
(147,205 )
(16,117 )
(95,925 )
(7,779 )
Net income (loss) attributable to China Recycling Energy Corporation
(49,834,226 )
15,414,915
(49,927,252 )
11,279,117
Other comprehensive items
Foreign currency translation
gain (loss) attributable to China Recycling Energy Corporation
(3,703,896 )
219,035
(4,773,553 )
1,012,750
Foreign currency translation
gain attributable to noncontrolling interest
21,556
187
21,021
1,151
Comprehensive income (loss) attributable
to China Recycling Energy Corporation
$ (53,538,122 )
$ 15,633,950
$ (54,700,805 )
$ 12,291,867
Comprehensive loss attributable to noncontrolling interest
$ (125,649 )
$ (15,930 )
$ (74,904 )
$ (6,628 )
Basic and diluted weighted average shares outstanding
8,310,159
8,307,823
8,310,159
8,308,404
Basic and diluted earnings per share
$ (6.00 )
$ 1.86
$ (6.01 )
$ 1.36
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
2
CHINA
RECYCLING ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
JUNE
30,
2016 (Restated)
2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Income including noncontrolling interest
$ (49,981,431 )
$ 15,398,798
Impairment loss of net investment receivable
Adjustments to reconcile income including noncontrolling
interest to net cash provided by operating activities:
58,352,244
-
Depreciation and amortization
3,156
21,705
Stock option expense
-
13,264
Investment income
(105,975 )
(8,487 )
Changes in deferred tax
(8,087,193 )
(1,436,483 )
Loss on sale of construction in progress of Xuzhou Zhongtai
2,822,679
-
Changes in assets and liabilities:
Interest receivable on sales type leases
(825,579 )
376,983
Collection of principal on sales type leases
19,668,078
47,907,042
Prepaid expenses
794,023
789,347
Accounts receivable
(19,809,195 )
(7,326,079 )
Other receivables
(181,410 )
(1,213,615 )
Construction in progress
22,051,212
(9,595,562 )
Accounts payable
271,044
1,463,130
Taxes payable
128,935
1,039,073
Interest payable on entrusted loan
(24,299 )
(25,891 )
Accrued liabilities and other payables
(1,014,498 )
394,477
Net cash provided by operating activities
24,061,791
47,797,702
CASH FLOWS FROM INVESTING ACTIVITIES:
Changes of restricted cash
572,715
-
Acquisition of property and equipment
-
(20,164 )
Net cash provided by (used in) investing activities
572,715
(20,164 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loans
(22,755,463 )
(27,941,848 )
Long term payable