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| RTBC > SEC Filings for RTBC > Form 10-Q on 13-Aug-2012 | All Recent SEC Filings |
13-Aug-2012
Quarterly Report
This quarterly report of Form 10-Q, or Form 10-Q, including the following management's discussion and analysis, and other reports filed by the registrant from time to time with the securities and exchange commission (collectively the "filings") contain forward-looking statements which are intended to convey our expectations or predictions regarding the occurrence of possible future events or the existence of trends and factors that may impact our future plans and operating results. these forward-looking statements are derived, in part, from various assumptions and analyses we have made in the context of our current business plan and information currently available to us and in light of our experience and perceptions of historical trends, current conditions and expected future developments and other factors we believe to be appropriate in the circumstances. you can generally identify forward-looking statements through words and phrases such as "seek", "anticipate", "believe", "estimate", "expect", "intend", "plan", "budget", "project", "may be", "may continue", "may likely result", and similar expressions. when reading any forward-looking statement you should remain mindful that all forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of our company, and are subject to risks, uncertainties, assumptions and other factors relating to our industry and results of operations, including but not limited to the following factors:
Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning our company and our business made in our filings. You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments. We are not obligated to update or revise any forward-looking statement contained in this report to reflect new events or circumstances unless and to the extent required by applicable law.
In this quarterly report on Form 10-Q the term refers to Rotoblock refers to
Rotoblock, the term Daifu refers to daifuWaste Management Holdings , Ltd .
Rotoblock acquired daifu Waste Management as a wholly owned subsidiary on
November 18, 2011 on a consolidated basis, and "we," "us" and "our" refer to
Rotoblock , as the context indicates.
Some of the noteworthy events for the Company that occurred through the second quarter of 2012 and through the date of this report are as follows:
Progress has continued during the quarter on our various installations in the China provinces of Sichuan, Guangdong and Guangxi and city of Beijing. The planned usage of our installations is for medical waste or specific hospitals or entire provinces in China.
Results of Operations
The following table sets forth, as a percentage of net sales, certain items
included in Rotoblock's Statements of Operations (see Financial Statements and
Notes) for the periods indicated:
Three Months Six Months
ended June 30 ended June 30
2012 2011 2012 2011
Statements of Operations Data:
Net sales 100.0 % 100.0 % 100 % 100 %
Cost of sales (66.2) (76.8) (66.2) (76.8)
Operating expenses (73.6) (50.5) (155.2) (107.3)
Loss from operations (39.9) (27.4) (121.4) (84.1)
Net Income ( loss ) (40.1) (24.3) (125.5) 126.2
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Quarter Ended June 30, 2012 Compared to Quarter Ended June 30, 2011
Sales decreased by $223,318 from $838,414 for the quarter ended June 30, 2011 to $615,096 for the quarter ended June 30, 2012. The decrease was due to the sales of lower priced equipment in the quarter ended June 30, 2012 versus higher priced in the Quarter ended June 30, 2011.
Cost of Goods Sold decreased by $236,988 from $644,407 for the quarter ended June 30, 2011 to $407,419 for the quarter ended June 30, 2012. The decrease was due to lower sales and product mix in the current quarter. As a percentage of sales, the cost of goods sold was 77% and 66% for the quarter ended June 30, 2011 and for the quarter ended June 30, 2012 respectively.
Gross profit increased by $13,670 from $194,007 for the quarter ended June 30, 2011 to $207,677 for the quarter ended June 30, 2011. The increase was primarily due to improvement in cost control where the sales margins increased from 23% to 34% for the quarter ended June 30, 2011 and for the quarter ended June 30, 2012 respectively.
Selling and distribution expenses decreased by $22,343 from $124,663 for the quarter ended June 30, 2011 to $102,320 for the quarter ended June 30, 2012. The reason for the decrease was due to sales of the low capacity equipments which results in less technical and distribution cost incurred and improvement in installation efficiency.
Administrative and other operating costs increased by $48,591 from $296,000 for the quarter ended June 30, 2011 to $344,591 for the period ended June 30, 2012. The increase was primarily due to the inclusion of Rotoblock U.S. corporate for the second quarter ended June 30, 2012. Since the merger did not occur until November 2011. The Company incurred additional expenses for the following: legal and professional fees, consulting expenses.
Depreciation increased by $3,151 from $2,964 for the quarter ended June 30, 2011 to $6,115 for the quarter ended June 30, 2012. The increase was mainly due to the acquisition with Rotoblock U.S. office for its office equipment and vehicle.
Other income decreased by $6,692 from $26,234 for the quarter ended June 30, 2011 to $19,542 for the quarter ended June 30, 2012. The other income generated for the current quarter is mainly due to service income and maintenance income for medical waste equipment.
Financial expense increased by $37,963 from $1,072 for the quarter ended June 30, 2011 to $39,035 for the quarter ended June 30, 2012. The increase was mainly due to interest on loan with a related party of American Pacific Medical Group Limited for $435,641 at 7% p.a. payable of $7,582 Interest on Samyang Optics Convertible Debt for $2 millions at 6% p.a. payable of $29,917 interest on Asher Enterprises Inc. Convertible Debt for $37,500 at 8% p.a. payable of $748
Interest Income decreased slightly from $350 for the quarter ended June 30, 2011 to $210 for the quarter ended June 30, 2012 due to less cash balances in the bank accounts subject to interest
Net Loss for the quarter ended June 30, 2012 was $264,631 compared to $204,105 for the period ended June 30, 2011.
Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011
Note: Since the Company was not able to close any contracts and record revenue in the first quarter of 2012, the explanations for Sales, Cost of Goods Sold and Gross Profit are the same as the quarterly above.
Sales decreased by $223,318 from $838,414 for the six months ended June 30, 2011 to $615,096 for the six months ended June 30, 2012. The decrease was due to the sales of lower priced equipment in the six months ended June 30, 2012 versus higher priced in the six months ended June 30, 2011.
Cost of Goods Sold decreased by $236,988 from $644,407 for the six months ended June 30, 2011 to $407,419 for the six months ended June 30, 2012. The decrease was due to lower sales and product mix in the six months As a percentage of sales, the cost of goods sold was 77% and 66% for the six months ended June 30, 2011 and for the six months ended June 30, 2012 respectively.
Gross profit increased by $13,670 from $194,007 for the six months ended June 30, 2011 to $207,677 for the six months ended June 30, 2011. The increase was due the to improvement in cost control, where the sales margins increased from 23% to 34% for the six months ended June 30, 2011 and for the six months ended June 30, 2012 respectively.
Selling and distribution expenses. Decreased by $31,561 from $224,907 for the six months ended June 30, 2011 to $193,346 for the six months ended June 30, 2012. The reason for the decrease was due sales to the low capacity equipments, where less technical and distribution cost was incurred.
Administrative and other operating costs increased by $80,146 from $668,945 for the six months ended June 30, 2011 to $749,091 for the six months ended June 30, 2012 The increase was primarily due to the inclusion of Rotoblock U.S. corporate for the six months ended June 30, 2012. Since the merger did not occur until November 2011. The Company incurred additional expenses for the following: legal and professional fees, consulting expenses and stock based compensation.
Depreciation increased by $6,264 from $5,970 for the six months ended June 30, 2011 to $12,234 for the six months ended June 30, 2012. The increase was mainly due to the acquisition with Rotoblock U.S. Corporate for its office equipment and vehicle.
Other income decreased by $1.7 million from $1.76 million for the six months ended June 30, 2011 to $51,586 for the six months ended June 30, 2012. Other income of $1.8 million in 2011 was primarily due to the cancellation of two sales contract by customers where the installation deposits of approximately $1.7 million were forfeited to us.
Financial expense increased by $75,535 from $1,173 for the six months ended June
30, 2011 to $76,708 for the six months ended June 30, 2012. The increase was
mainly due to the following: interest on loan with a related party of American
Pacific Medical Group Limited for $435,641 at 7% p.a. payable of $14,718,
nterest on Samyang Optics Convertible Debt for $2 millions at 6% p.a. payable of
$59,835,interest on Asher Enterprises Inc. Convertible Debt for $37,500 at 8%
p.a. payable of $962
Interest Income. Decreased slightly from $681 for the six months ended June 30, 2011 to $382 for the six months ended June 30, 2012. The decrease is due to be less cash deposit into the saving account and escrow account.
Net Loss for the six months ended June 30, 2012 was $771,730 compared to a Net Income of $1.1 million for the six months ended June 30, 2011.
Liquidity and Capital Resources
In assessing our liquidity, we monitor and analyze our cash on-hand, liquidation value of our investment in securities, and our operating and capital expenditure commitments. Our principal liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. In assessing our liquidity, we monitor and analyze our cash on-hand, liquidation value of our investment in securities, and our operating and capital expenditure commitments. Our principal liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations.
Our principal sources of liquidity consist of our existing cash on hand, bank loans, our investment in securities with Samyang Optics, Ltd of $736,573. As of June 30, 2012, we had a loan of $410,000 due to American Pacific Medical Group Limited, a related party of daifuWaste Group, with loan interest rate at 7% per annum, from January 1, 2012. Also during the 1st quarter of 2012, we had convertible debt for $37,500 with Asher Enterprises Inc with interest rate at 8% per annum.
We will require additional capital to expand our current operations. In particular, we require additional capital to expand our customer base by the addition of qualified sales and professional staff to execute on our business plan and pursue our efforts in the research and development.
We intend to fund our long term liquidity needs related to operations through the incurrence of indebtedness, equity financing or a combination of both. Although we believe that these sources will provide sufficient liquidity for us to meet our future liquidity and capital obligations, our ability to fund these needs will depend on our future performance, which will be subject in part to general economic, financial, regulatory and other factors beyond our control, including trends in our industry and technological developments. However, we may not be able to obtain this additional financing on terms acceptable to us or at all.
We used cash in operations of $332,340 and of $222,860 during the six months ended June 30, 2012 and 2011 respectively.
Cash used in operations during the first six months ended June 30, 2012 was the result of the net loss incurred for the periods of $771,730, offset by non-cash expenses of $274,619. In the first six months of 2012, non-cash expenses were due to depreciation and amortization, non-cash interest, non-controlling interest, stock/warrants issued for compensation and consulting fees.
Cash used in operations for the first six months ended June 30, 2011 was the result of the net profit of $1,057,682, offset by non-cash expenses of $76,825. In the first six months of 2011, non-cash expenses were due to depreciation and amortization, non-controlling interest and stock based compensation for certain equity instruments.
For the first six months ended June 30, 2012, the net change in operating assets and liabilities resulted in a cash increase of $164,771. The change was primarily due to the following: an increase of $501,987 in deferred revenue, an increase of $200,983 in other payables and accrued liabilities as a result of $212,623 for executive pay, legal and accounting fee with offset a decrease in VAT Taxes of $11,640, an increase of $324,960 in accounts receivable and an increase of $275,856 in inventory, offset by an decrease of $62,617 in prepayment.
For the first six months ended June 30, 2011, the net change in operating assets and liabilities resulted in a cash decrease of $1,357,367. The change was primarily due to the following: a decrease of $1.8 million in deferred revenue which was recognized into income, an increase of $143,879 in other payables and accrued liabilities mainly for executive pay, a decrease of $83,272 in accounts receivable and a decrease of $432,745 in payment to suppliers, offset by an increase of $177,437 in inventory.
Investing activities used cash of $0 for the first six months ended June 30, 2012, however, cash of $293,590 was used in the first six months ended June 30, 2011, to acquire a 35% share interest in a MWT center in Qinghai Province. The center was expected to start business in the second quarter of 2012. However, due to delay of utilities supply, it is expected to start business once the government approval is granted.
Financing activities provided cash of $295,619 for the first six months ended June 30, 2012 and provided cash of $178,375 for the first six months ended June 30, 2011. In the first six months ended June 30, 2012, we received cash of $17,000 through the issuance of convertible debt and used $64,022 of cash to deposit in a restricted cash account to ensure certain project performances. Also we received $342,641 from two related parties of daifuWaste Group for operating use.
In the first six months of 2011, we received total cash of $178,375 from the exercise of stock options of $100,000 and the release of previously restricted cash of $78,375.
We had cash and cash equivalents of $107,745 at June 30, 2012 as compared to $144,202 at December 31, 2011. We had working capital deficits of $3.1 and $2.6 million at June 30, 2012 and December 31, 2011, respectively.
We will need additional funding to sustain our operations at our current levels through the next twelve months.
Critical Accounting Policies and Use of Estimates
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared in conformity with U.S. generally accepted accounting principles which requires our management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting period. The amounts estimated could differ from actual results.
The preparation of financial statements in conformity with United States generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. The more significant estimates relate to revenue recognition, contractual allowances and uncollectible accounts, intangible assets, accrued liabilities, income taxes, litigation and contingencies. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for judgments about results and the carrying values of assets and liabilities. Actual results and values may differ significantly from these estimates.
The Company accounts for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation-Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes-Merton option pricing model (the "Black-Scholes model"). The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. We estimate forfeitures at the time of grant and revise our estimate in subsequent periods if actual forfeitures differ from those estimates.
The Company accounts for stock-based compensation awards and warrants granted to non-employees in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees ("ASC 505-50"). Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete.
Allowance for Doubtful Accounts
The Company provides an allowance for doubtful accounts when management estimates collectability to be uncertain. Accounts receivable are continually reviewed to determine which, if any, accounts are doubtful of collection. In making the determination of the appropriate allowance amount, the Company considers current economic and industry conditions, relationships with each significant customer, overall customer credit-worthiness and historical experience. The Company determined that no allowance was needed at June 30, 2012 and 2011.
Inventories
Inventories consist primarily of raw materials and are valued at the lower of cost or market value with cost determined on a specific identification basis. In assessing the ultimate realization of inventories, management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company's reserve requirements generally increase/decrease due to management's projected demand requirements, market conditions and product life cycle changes. During the first six months ended June 30, 2012, the Company did not make any allowance for slow-moving or defective inventories.
Off-Balance Sheet Arrangements
None.
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