SEC Company Response from Enlightify Inc. (ENFY) (CIK 0000857949) (ENFY) — Feb 13, 2015
Enlightify Inc. (ENFY) (CIK 0000857949)
Date: Feb. 13, 2015 · CIK: 0000857949 · Accession: 0001144204-15-009226
AI Filing Summary & Sentiment
File numbers found in text: 001-34260
Referenced dates: July 11, 2012, July 19, 2012
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CORRESP
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CHINA GREEN AGRICULTURE, INC.
300
Walnut Street, Suite 245, Des Moines, Iowa 50309
February 13, 2015
Via
Edgar
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Mail Stop: 3561
Washington, D.C. 20549
Attention: Melissa Raminpour, Branch Chief
Re:
China Green Agriculture, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2014
Filed September 15, 2014
File No. 001-34260
Dear Ms. Raminpour:
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 January 12, 2015 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2014 (the “Form
10-K”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comment is set forth in italics
below, followed by the response of the Company.
Form 10-K for the Year Ended June 30, 2014
Risk Factors, page 25
Risks Related to Our Business, page 25
We have not obtained the land use right page 31
1.
Please refer to your response to comment
two in your response letter to the SEC Staff dated July 19, 2012. In this regard, you agreed to revise your disclosure concerning
the disputed land use right to discuss the progress of receiving the land use right, the probability you might not receive it,
the reasons why it may not be granted, and the financial exposure in RMB and USD. Please revise your disclosure accordingly and
include disclosure of any current developments in this land use right.
Response:
In our response letter dated July 11, 2012,
we mentioned that “the Company received a confirmation from the local government governing the area where the land is located,
confirming the use of the land in issue has been adjusted to be industrial use and the approval for granting the land use right
is being proceeded in due course.” As of February 12, 2015, we were informed by the local government that our application
materials for the land use right in issue has been moved up from the department in charge of general matters to the land administrative
department of the local government and is under their review. Although the final decision from the government is subject to the
macro-economic factors and the government policy, and there can be no assurance that such land use right certificate will be granted
to us, we believe the chance of the Chinese government not approving the land use rights is extremely remote. Even if the
government denies granting us the land use right and declares our current lease invalid, the only property that will be impacted
is a land of 47,333 square meters, as mentioned in our response letter dated July 11, 2012. While the buildings and improvements
might be torn down and our personnel might be evicted from the premises, and the historical cost of the above accounts for 47.8%
of the total cost for all buildings and improvements at Gufeng, the relocation will not cause any decrease in our operation because
the facilities on the premise can be easily removed, and management believes our distributors and customers will keep supporting
our business.
The Company will keep following up with
the government and take any and all measures to legally obtain the land use right over the 47,333 square meters (509,488 square
feet) of land in the Ping Gu District of Beijing.
We will revise our disclosure
accordingly and to include disclosure of any current developments in this land use right in the amended Form 10-K.
Management's Discussion and Analysis
of Financial Condition and Results of Operations, page 49
Liquidity and Capital Resources, page
59
2.
We note from your disclosure on page
61 that the significant increase in unearned revenue, or customer deposits between June 30, 2013 and June 30, 2014 is largely attributable
to the advancement deposits made by clients for the following purposes: 1) reservation and storage for the coming plant season;
and 2) locking up lower priced raw material in anticipation of price rise from this February. In light of the fact that it appears
that these customer deposits also increased significantly in the quarter ended September 30, 2014, please explain to us, and revise
your MD&A section to disclose when you expect to recognize the revenue related to these deposits.
Response:
The Company expected to recognize the
unearned revenue or customer deposits as revenue during the next six months. The Company’s MD&A will be
expanded to state such in the amended Form 10-K.
Item 9A. Controls and Procedures, page
65
Management Report on Internal Control
over Financial Reporting, page 65
3.
We note from Management's Report on
Internal Control over Financial Reporting, that management assessed your internal control over financial reporting as of the year
ended June 30, 2014 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in the report entitled "Internal Control-Integrated Framework." Please tell us, and revise to disclose whether you used
the 1992 or 2013 COSO framework in your assessment.
Response:
Management used the 1992 COSO framework
in its assessment. We will specify this in the amended Form 10-K.
Financial Statements, page F-1
Report of Independent Registered Public
Accounting Firm, page F-1
4.
We note that the first paragraph of
your independent auditors report indicates that the audits also included the financial statement schedule listed in the Index at
Item 15(a) 2. However, it does not appear that this financial statement schedule has been included in your Form 10- K filing. Please
provide for us, and revise to disclose, the information included in this financial statement schedule.
Response:
The information
required to be presented in the financial statement schedules was included as part of the footnotes and not presented as separate
schedules in the Form 10-K. The Report of Independent Registered Public Accounting Firm incorrectly referred to these schedules
when the information was presented as part of the footnotes to the financial statements. The Company will ask the auditor
to remove the reference to the financial statement schedules in the Report of Independent Registered
Public Accounting Firm in the amended Form 10-K.
Notes to Consolidated Financial Statements,
page F-6
Note 2 - Basis of Presentation and Summary
of Significant Accounting Policies, page F-7
Accounts receivable, page F-7
5.
It appears that your accounts receivable balance has significantly increased between June 30, 2012 and June 30, 2014, however your allowance for doubtful accounts has not increased in similar proportion. In this regard, the allowance for doubtful accounts has decreased from 1% of accounts receivable at June 30, 2012, to .2% of total accounts receivable at June 30, 2014. Please explain to us why you believe your allowance for doubtful accounts is adequate as of June 30, 2014. As part of your response, please provide us an accounts receivable aging analysis as of June 30, 2013 and 2014.
Response:
The Company regularly evaluates its allowance for doubtful accounts and makes adjustments based on current information about its customers’ ability to pay their outstanding balances. The Company’s historical bad debts have been insignificant. At June 30, 2014 and 2013, the outstanding balances greater than 180 days were only 0.27% and 0.14% respectively. The Company believes that the allowance for doubtful accounts of $237,594 and $122,275 at June 30, 2014 and 2013 is adequate based on its historical experience and the aging of current receivables.
The table below
presents a summary of the accounts receivable aging:
June 30, 2014
<90
90 to 180
>180
Total
Jinong
$ 32,686,572
$ 37,377,007
$ 237,217
$ 70,300,796
Yuxing
61,248
0
0
61,248
Gufeng
11,540,756
7,116,025
377
18,657,158
$ 61,248
$ 88,720,360
$ 237,594
$ 89,019,202
Percentage
49.75%
49.98%
0.27%
100.00%
Allowance for doubtful accounts
$ 237,594
Percentage
0.27%
June 30, 2013
<90
90 to 180
>180
Total
Jinong
$ 32,934,752
$ 26,784,041
$ 121,908
$ 59,840,701
Yuxing
209,194
0
0
209,194
Gufeng
16,046,256
9,349,199
367
25,395,823
$ 49,190,202
$ 36,133,240
$ 122,275
$ 85,445,717
Percentage
55.57%
42.29%
0.14%
100.00%
Allowance for doubtful accounts
$ 122,275
Percentage
0.14%
Our policy is to maintain reserves for potential credit losses on accounts receivable. Management constantly reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Any accounts receivable of Jinong and Gufeng that is outstanding for more than 180 days will be accounted as allowance for bad debts, and any accounts receivable of Yuxing that is outstanding for more than 90 days will be accounted as allowance for bad debts.
The Company made the afore-mentioned adjustment in the credit policy to ease the payback term for all Jinong and Gufeng’s clients in 2012. 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. Therefore, for Jinong and Gufeng, any accounts receivable aging between 90 days to 180 days, are considered as current, instead of delinquent.
Deferred assets, page F-8
6.
We note that your balance of deferred
assets has increased significantly in each of the last two fiscal years. We also note your disclosure that deferred assets represent
amounts that distributors owed to the company in their marketing efforts and developing standards stores to expand the company's
product competitiveness and market shares, and such amount will be expensed over three years, the term stated in the cooperation
agreement. We further note from page F-11 that these marketing related assets were previously included in PP&E as of June 30,
2013 but were reclassified from property, plant and equipment to deferred assets during 2014. Given that you disclose that the
amounts are owed to you from distributors, but are a cash outflow in the statement of cash flows, the nature of this asset is unclear.
Please clearly explain to us the nature of the amounts paid to the distributors and tell us why you believe the amounts are appropriately
capitalized under ASC 340-20. Your response should clearly explain your accounting, including why the deferred amounts represent
an asset and explain the reasons for the significant increase in recent years. Also, please tell us why you believe they are appropriately
presented as an investing cash flow on the statement of cash flows. We may have further comment upon receipt of your response.
Response:
The deferred asset represents
money expended by the Company to help its distributors present a more common storefront for their customers by developing standard
stores to expand the Company’s products’ competitiveness and market share. The money was used to help the distributors
expand their place of business, improve signage and appearance in an effort to better present the Company’s brand name and
image and to make its products more accessible to the end customers. The money was spent on item that would ordinarily be capitalized
as fixed assets. The Company started this practice in fiscal year 2012 and had capitalized these costs as part of its property,
plant and equipment. During the beginning of fiscal 2014, the Company significantly expanded the practice of assisting its distributors
in an effort to increase its revenue. For the September 30, 2013 Form 10Q, this asset had become a large portion of property,
plant and equipment so the Company made the decision to show this assets as a separate line item on its balance sheet. The cooperation
agreement the Company has with its distributors provides for the Company pays for the physical improvements to the distributors
stores in return for the distributors actively selling the Company’s products. If a distributor breaches, defaults, or terminates
the agreement with the Company within a three-year period, a proportionate of the amount expended by the Company is to be repaid
by the distributor. The Company is amortizing this assets over the three-year period of the cooperation agreement which is the
period the Company expects to receive the benefit of increased revenue from investing in its distributors’ stores.
The Company has accounted for these deferred
assets similar to how they would account for leasehold improvements with a three-year term. The Company spent money improving the
distributors’ stores that had a benefit to the Company. The Company has shown the amounts paid for these assets in the investing
section of the cash flow statement since the assets is similar to a leasehold improvement which would be classified in the investing
section of the cash flow statement. The Company does not believe that ASC 340-20 applies in this situation since this guidance
is for direct-response advertising activities and for tangible asset used for several advertising campaigns. The Company is not
involved in direct-response advertising and did not purchase tangible assets to be used in advertising campaigns. Also, these amounts
are to be returned to the company by the distributors if a distributor breaches, defaults, or terminates the agreement with the
Company within a three-year period.
Rather, the Company sources, procures,
performs, and assists to perform certain improvements to its distributors’ stores. These deferred assets are comparable to
the capital leasehold improvements, which get amortized over the useful life time of these improvements such as fixtures and paints,
etc. When the improvements get capitalized, the Company records it as an asset on the balance sheet and starts to amortize the
cost of the improvements. The benefits from these improvements to the Company are intangible, as the improvement contributes to
the sales indirectly because the distributors have to make certain marketing efforts and reach specific sales goals so as to offset
the investments provided by the Company. The Company expects the improvement provides most meaningful effects of assisting the
sales during the first 36 months after the improvement is installed. The distributors do not own the improvements during the period
of first 36 months. Instead, the Company owns and expenses these deferred assets during the period, whereas amortization applies
to the deferred assets the Company owns.
The term of the amortization centers at the circumstance surrounding the useful life of the improvements.
At the end of the 36-month period, th