SEC Company Response from Enlightify Inc. (ENFY) (CIK 0000857949) (ENFY) — Nov 27, 2012
Enlightify Inc. (ENFY) (CIK 0000857949)
Date: Nov. 27, 2012 · CIK: 0000857949 · Accession: 0001144204-12-065142
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File numbers found in text: 001-34260
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CHINA
GREEN AGRICULTURE, INC.
3rd Floor, Borough A, Block A. No.181, South
Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065
November 27, 2012
Via
Edgar
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Mail Stop: 3561
Washington, D.C. 20549
Attention: David R. Humphrey, Accounting
Branch Chief
Re:
China Green Agriculture, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2012
Filed September 13, 2012
Form 10-K for the Fiscal Year Ended June 30, 2011
Filed September 12, 2011
File No. 001-34260
Dear Mr. Humphrey:
China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated October 18, 2012 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Reports on Form 10-K for the years ended June 30, 2012 and 2011. We
hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comments is set forth in italics below, followed
by the responses of the Company.
Form
10-K for the Year Ended June 30, 2012
Item
A. Rick Factors, page 28
1. Refer to the risk factor regarding the increase in accounts receivable on page 30. Based upon
your discussions here and under Operating Activities on page 60, it appears that you have utilized aggressive marketing to retain
and expand market share. We note your reference to a "tentative credit period up to 180 days" which was not mentioned
in previous filings. Please tell us more about this apparent change in your credit policies. That is, please describe the details
of this plan, tell us when it was implemented and identify the subsidiaries to which the 180 day credit policy applies. In this
regard, it appears that Gufeng and Jinong have implemented such a policy, at a minimum. Please advise supplementally and in detail.
1
CHINA
GREEN AGRICULTURE, INC.
3rd Floor, Borough A, Block A. No.181, South
Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065
Response:
The Company’s
current credit policy allows clients to pay off their receivable balance by up to 180 days from the point the revenue is recognized.
Under this policy, for receivable older than 180 days, the Company will book 100% allowance toward the outstanding balance immediately.
Such a policy became effective since the fiscal quarter period ended March 31, 2012. The extended credit period was referred to
in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2012. The current policy is a revision
of the Company’s previous credit policy, which allowed the clients to pay off receivables up to a shorter period of 90 days,
instead of 180 days.
The implementation
of the current policy was a result of the change in fertilizer market in the middle of fiscal year 2012. It applies to the Company’s
subsidiaries in fertilizer segment, Jinong and Gufeng. Starting from 2011, the economy in China slowed down. The demand in the
fertilizer market declined from previous year and remained softened toward year end. In addition, in December 2011, in overseeing
the fertilizer market in China, the Ministry of Finance under the supervision of the State Council of the Central Government of
the PRC, or the PRC authority, raised the 2012 export tariff for certain fertilizer products that Gufeng exports to in the international
market. While we always keep a balanced mix of our domestic clients and oversea clients, Gufeng’s export ability was largely
expected to be reduced during 2012 due to the prohibitively high export tariff imposed. We then had to rely on domestic clients
to fill in the orders that could be under the export contract instead. To combat the adverse effect of high export tariff, we launched
aggressive marketing campaign by forgoing advance payments and offering warehouse credit sales to selected clients. Coupled with
the marketing efforts to selected clients, Gufeng and Jinong, adopted the updated 180-day credit policy for all clients, effective beginning 2012. The updated policy eased the payback
period and provided much needed liquidity to the constraint clients. These policy adjustments and marketing tools were approved
very essential in time for the Company in expanding its sales in the domestic segment and offsetting the negative effect of reduced
export capacity up to date.
2. Describe, in detail, whether and how your assessments of customer's creditworthiness and account
collectability have changed upon your implementation of the 180 day credit policy. In this regard, given the apparent increase
in risk, please explain why your allowance for doubtful accounts fell from approximately two percent of receivables at June 30,
2011 to approximately one percent of receivables at June 30, 2012.
Response:
The
adjustment in the credit policy is an ease of payback term for all Jinong and Gufeng’s clients. As such, no specific changes
had been involved in the assessments of customer's creditworthiness and account collectability. Subsequent to the policy adjustment,
we have been closely monitoring the receivables’ aging and constantly analyzing the collection results.
The
current credit policy offers extra 90 days for Jinong and Gufeng’s clients to pay back the sales amount in addition to the
initial 90-day period in the predecessor policy. As such, in Jiong and Gufeng, any account receivables aging between 90 days to
180 days, will be considered as current, instead of delinquent any more. These accounts, under the 180-day policy, no longer incur
any allowance charge against their outstanding balance, but would have incur 100% allowance charge under the previous policy otherwise.
In summary, under the 180-day policy, the Company is required to book less allowance charge than under the previous policy. Therefore,
the allowance for doubtful accounts fell from approximately two percent of receivables at June 30, 2011 to approximately one percent
of receivables at June 30, 2012.
2
CHINA
GREEN AGRICULTURE, INC.
3rd Floor, Borough A, Block A. No.181, South
Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065
3. Refer to your discussion of Critical Accounting Policies on page 62. We
note that your stated policy that "any accounts receivable that is outstanding for more than three months will be accounted
as allowance for bad debts" remains unchanged. If this is the case, please explain whether and how you apply this policy to
receivables extended with a credit period of up to 180 days.
Response:
This was
a clerical error in the disclosure of Critical Accounting Policies on page 62. We will correct this in the amended annual report
for fiscal year 2012. We will keep the disclosure in future filings up to date.
Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations, page 50
Unearned
Revenue, page 61
4. We note that, despite the material increases in both sales and receivables, your unearned revenue
balance has fallen significantly as of June 30, 2012. If fewer advanced deposit payments are required from distributors prior to
delivery and sales credits are being offered please further explain why the increase in accounts receivable results in less unearned
revenue. Our concern is that you continue to state that sales revenue is recognized when "collectability is reasonably assured."
It appears that your new policies could potentially result in an increase in uncollectable accounts and a related increase in the
unearned revenue balance. Please explain why this is not the case. We may have further comments upon review of your response.
Response:
Unearned
revenue, on the Company’s financial statement, represents advance payments we received from our clients for future goods
to be delivered. When we receive the advance payment from clients, we have a liability equal to the revenue to be earned until
the delivery of the goods. Therefore such account is a liability that we owe to our clients until the revenue has been earned.
On the other hand, account receivables, represents the sales amount to be collected from the client after the revenue is recognized.
3
CHINA
GREEN AGRICULTURE, INC.
3rd Floor, Borough A, Block A. No.181, South
Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065
As
of June 30, 2011, the consolidated balances of the Company’s unearned revenue were $11,059,313. Among them, $10,253,589 were
the unearned revenue from Gufeng, while the remaining $805,723 were from Jinong. As such, the consolidated balance of unearned
revenue then concentrated on the advance payments made by Gufeng’s clients for fertilizers to be delivered.
Also
as of June 30, 2011, the consolidated balance of accounts receivable was $17,855,426. Among them, $16,294,043 were from Jinong,
$1,226,789 were from Gufeng, and the rest $67,748 were from Jintai and Yuxing.
Compared
to its unearned revenue of $10,253,589 as of June 30, 2011, the accounts receivable of Gufeng were $1,226,789, or 12% of its
unearned revenue as of June 30, 2011. This was largely due to that the majority of the sales in Gufeng at that time required its
clients to make significant amount of advance payments, either full or largely partial, and only limited credit sales were offered.
As
we addressed in our response to comment #1 above, starting from 2011, the economy in China slowed down. The demand in the fertilizer
market declined from previous year and remained softened toward the year end. To combat the adverse effect of high export tariff
and softened domestic fertilizer demand, we launched aggressive marketing campaign by forgoing advance payments and offering warehouse
credit sales to selected clients from the three-month period ended December 31, 2011.
As
of June 30, 2012, the consolidated balances of the Company’s unearned revenue were $2,625,014, compared to $11,059,313 as
of June 30, 2011. Among them, $1,952,200 were the unearned revenue from Gufeng compared to $10,253,589 as of June 30, 2011, while
$671,092 were from Jinong, compared to $805,723 as of June 30, 2011. The remaining $1,722 were from Yuxing. As such, the unearned
revenue declined significantly mainly due to the forgoing of the advance payments for Gufeng’s clients in fertilizer sales.
Also
as of June 30, 2012, the consolidated balance of accounts receivable was $62,680,426, compared to $17,855,426 as of June 30, 2011.
Among these accounts receivable of $62,680,426, $42,392,121 were from Jinong compared to a previous balance of $16,294,043 as of
June 30, 2011; $20,158,777 were from Gufeng compared to a previous balance of $1,226,789 as of June 30, 2011, and the rest $129,528
were from Yuxing compared to a previous balance $67,748 as June 30, 2011.
Compared
to its unearned revenue of $1,952,220 as of June 30, 2012, the accounts receivable of Gufeng were $20,158,777, or 10.3 times
of its unearned revenue as of June 30, 2011. This was largely due to that the majority of the sales in Gufeng in 2012 were conducted
via the discussed marketing campaign such as warehouse credit sales, as a complement and partial replacement of the advance payment
sales.
In
Jinong, a yearly increase of $26,098,078 in accounts receivable from $16,294,043 as of June 30, 2011 to $42,392,121 as of June
30, 2012 was the consequence of expanded marketing effort and relaxed credit policy in its credit sales.
Therefore,
due to the ongoing marketing campaign by Jinong and Gufeng in 2012 and certain forgoing of advance payments in Gufeng, we experienced
the increase of accounts receivable and the decrease of unearned revenue. The length of the credit term has no direct correlation
with the amount of unearned revenues.
4
CHINA
GREEN AGRICULTURE, INC.
3rd Floor, Borough A, Block A. No.181, South
Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065
Financial
Statements
Note
2 — Basis of Presentation and Significant Accounting Policies, page F-6
Accounts
Receivable, net, page F-7
5. We note from your presentation here and on the face of your financial statements that, although
your revenue has increased on 34% year over year, your accounts receivable (net) balance has increased 254% while your allowance
for doubtful accounts has increased only 201%. Please provide us with an accounts receivable aging as of June 30, 2012 and 2011,
and as of September 30, 2012. Please accompany this aging with an explanation of any receivables balance 180 days outstanding or
older as of June 30, 2012 and September 30, 2012.
Response:
Below
are the snapshots of the Company’s accounts receivable aging as of June 30, 2012 and 2011, and as of September 30,
2012.
Table
1. The Aging of Accounts Receivable As of June 30, 2012
The Aging of Accounts Receivable As of June 30, 2012
Jinong
Gufeng
Yuxing
Total
Allowance
Total Net
Aging (0~30 days)
$ 7,256,724
$ 5,239,902
$ 129,528
$ 12,626,153
$ -
$ 12,626,153
Aging (30~60 days)
$ 8,033,790
$ 2,544,438
$ -
$ 10,578,228
$ -
$ 10,578,228
Aging (60~90 days)
$ 8,793,176
$ 6,884,442
$ -
$ 15,677,617
$ -
$ 15,677,617
Aging (90~120 days)
$ 8,124,837
$ 1,502,051
$ -
$ 9,626,888
$ -
$ 9,626,888
Aging (120~150 days)
$ 7,903,250
$ 3,987,945
$ -
$ 11,891,195
$ -
$ 11,891,195
Aging (150~180 days)
$ 1,601,076
$ -
$ -
$ 1,601,076
$ -
$ 1,601,076
Aging (180 days above)
$ 679,268
$ -
$ -
$ 679,268
$ 679,268
$ -
Total
$ 42,392,121
$ 20,158,777
$ 129,528
$ 62,680,426
$ 679,268
$ 62,001,159
5
CHINA
GREEN AGRICULTURE, INC.
3rd Floor, Borough A, Block A. No.181, South
Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065
Table
2. The Aging of Accounts Receivable As of June 30, 2011
The Aging of Accounts Receivable As of June 30, 2011
Jinong
Gufeng
Jintai
Yuxing
Total
Allowance
Total Net
Aging (0~30 days)
$ 5,166,296
$ 604,926
$ 108,156
$ 67,748
$ 5,947,126
$ -
$ 5,947,126
Aging (30~60 days)
$ 5,773,494
$ 236,925
$ 46,277
$ -
$ 6,056,695
$ -
$ 6,056,695
Aging (60~90 days)
$ 5,150,320
$ 251,070
$ 112,414
$ -
$ 5,513,804
$ -
$ 5,513,804
Aging (90 days above)
$ 203,933
$ 133,868
$ -
$ -
$ 377,801
$ 377,801
$ -
Total
$ 16,294,043
$ 1,226,789
$ 266,846
$ 67,748
$ 17,855,426
$ 377,801
$ 17,517,625
Table 3. The
Aging of Accounts Receivable As of September 30, 2012
The Aging of Accounts Receivable As of September 30, 2012
Jinong
Gufeng
Yuxing
Total
Allowance
Total Net
Aging (0~30 days)
$ 9,071,103
$ 3,703,576
$ 132,315
$ 12,906,995
$ -
$ 12,906,995
Aging (30~60 days)
$ 9,303,362
$ 826,621
$ -
$ 10,129,983
$ -
$ 10,129,983
Aging (60~90 days)
$ 8,893,094
$ 3,356,008
$ -
$ 12,249,103
$ -
$ 12,249,103
Aging (90~120 days)
$ 6,981,228
$ 5,880,350
$ -
$ 12,861,578
$ -
$ 12,861,578
Aging (120~150 days)
$ 7,512,548
$ -
$ -
$ 7,512,548
$ -
$ 7,512,548
Aging (150~180 days)
$ 7,605,197
$ 4,433,771
$ -
$ 12,038,968
$ -
$ 12,038,968
Aging (180 days above)
$ 977,433
$ -
$ -
$ 977,433
$ 977,433
$ -
Total
$ 50,343,966
$ 18,200,326
$ 132,315
$ 68,676,607
$ 977,433
$ 67,699,174
As of June
30, 2012, the Company had an amount of $62,001,159 in accounts rec