UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY OR TRANSITIONAL REPORT
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission File Number 0-20549
CHINA PEREGRINE FOOD CORPORATION
(Exact name of registrant as specified in its amended charter)
Delaware 62-1681831
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11300 US Highway 1, North Palm Beach, Florida 33408 USA
(Address of principal executive offices)
(561) 625-1411
Registrant's telephone number
- ---------------------------------------------------------------------------
(Former name, former address and former fiscal
year if changed since last report)
Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15 (d) of
the Exchange Act during the past 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[ ]
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date is as follows:
Date Class Shares Outstanding
09/30/99 Common Stock 8,905,229
CHINA PEREGRINE FOOD CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial statements F-1
Condensed consolidated balance sheets as of F-1
September 30, 1999 (unaudited) and December 31, 1998
Condensed consolidated statements of operations F-3
(unaudited) for the three and nine months ended
September 30, 1999 and 1998
Condensed consolidated statements of cash flows F-4
(unaudited) for the nine months ended
September 30, 1999 and 1998
Notes to condensed consolidated financial statements
(unaudited) F-6
Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
PART II - OTHER INFORMATION
Item 2. Changes In Securities and Use of Proceeds 13
Item 6. Exhibits and reports on Form 8-K 14
SIGNATURES 14
EXHIBITS 15
China Peregrine Food Corporation
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, 1998 September 30, 1999
----------------- ------------------
(Audited) (Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 748,590 $ 568,620
Accounts receivable, less allowances for doubtful
accounts of $648,504 and $652,987 509,717 539,043
Subscription receivable 235,000 -
Other receivable 73,963 170,699
Inventory 868,238 944,263
VAT refund receivable 57,069 -
Prepaid expenses 84,877 75,852
Deposits 19,727 10,000
-------------------------------
Total current assets 2,597,181 2,308,477
Property, plant and equipment, net 5,806,767 5,501,793
Plant contributed by Chinese Partner in Meilijan 289,140
Construction in progress 55,735 58,390
Goodwill 293,096 245,135
Licensing agreement, net - 235,714
Trademark and other deferred expenses 119,827 73,187
Proprietary technology, net 52,242 45,983
Start up costs, net 248,732 -
-------------------------------
Total assets $9,173,580 $8,757,819
===============================
</TABLE>
See accompanying notes to consolidated financial statements.
China Peregrine Food Corporation
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, 1998 September 30, 1999
----------------- ------------------
(Audited) (Unaudited)
<S> <C> <C>
Liabilities and Shareholders' Equity
Current liabilities:
Bank loan in Meilijian $ 1,425,345 $ 1,425,637
Bank loan in GFP 1,147,523 1,147,758
Current portion of obligation - licensing agreement - 85,000
Current portion of note payable 58,104 203,723
Accounts payable 868,760 690,537
Accrued liabilities 1,178,563 1,377,324
Accrued payroll 39,162 37,147
Advances from customers 241,354 350,360
Subscriptions in advance - 6,000
Dividends payable 200,667 324,694
---------------------------------
Total current liabilities 5,159,478 5,648,180
Note payable, less current portion 192,741 -
Long-term related party loan 677,583 749,058
Loan from Meilijan's Chinese Partner - 289,140
Obligation - licensing agreement, less current portion - 148,750
---------------------------------
Total liabilities 6,029,802 6,835,128
Minority interest 1,128,787 622,339
Commitments and contingencies
Shareholders' Equity
Series A convertible preferred stock; par value $0.001 per share,
500,000 shares authorized, 500,000 shares issued and
outstanding at December 31, 1998 and September 30, 1999 500 500
Series B convertible, 9% cumulative, and redeemable preferred
stock; stated value $1.00 per share, 1,260,000 shares authorized,
1,260,000 shares issued and outstanding, at December 31, 1998
and September 30, 1999 redeemable at $1,260,000 1,260,000 1,260,000
Series C convertible,8% cumulative and redeemable preferred stock,
stated value $3.00 per share , 83,334 shares and 47,723 shares
issued and outstanding at December 31, 1998 and September 30, 1999 250,000 143,170
Series D convertible, 6% cumulative and redeemable preferred stock,
stated value $10.00 per share, 80,250 shares issued and outstanding
at September 30, 1999 - 762,500
Series E convertible, 6% cumulative and redeemable preferred stock,
stated value $2.50 per share, 220,000 shares issued and outstanding
at September 30, 1999 474,642
Common stock; par value $0.001 per share, 20,000,000 shares
authorized, 7,717,957 and 8,905,229 shares issued and outstanding
at December 31, 1998 and September 30, 1999 7,718 8,905
Additional paid-in capital 7,427,082 9,474,947
Stock subscribed 235,000 -
Accumulated deficit (7,031,046) (10,684,293)
Translation adjustments (134,263) (140,019)
---------------------------------
Total shareholders' equity 2,014,991 1,300,352
---------------------------------
Total liabilities and shareholders' equity $ 9,173,580 $ 8,757,819
=================================
</TABLE>
China Peregrine Food Corporation
Consolidated Statement of Operations
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- --------------------------
1998 1999 1998 1999
-------------------------------------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Sales $1,081,607 $ 1,498,458 $ 1,484,600 $ 4,427,268
Cost of goods sold 1,064,437 1,422,284 1,524,048 4,053,531
-------------------------------------------------------
Gross margin (loss) 17,170 76,174 (39,448) 373,737
Selling expense 161,229 228,737 318,955 658,608
General and administrative expense 450,883 794,764 1,439,977 2,442,848
-------------------------------------------------------
Loss from operations (594,942) (947,327) (1,798,380) (2,727,719)
Other expense:
Interest expense, net 110,240 124,824 225,320 265,990
Other expense (income), net (35,183) (31,845) 7,833 (6,440)
-------------------------------------------------------
Loss before income taxes (669,999) (1,040,306) (2,031,533) (2,987,269)
Income taxes - - - -
-------------------------------------------------------
Loss before minority interest (669,999) (1,040,306) (2,031,533) (2,987,269)
Less: losses in subsidiaries attributed
to minority interest 165,902 173,993 375,481 506,611
-------------------------------------------------------
Loss before cumulative effect of
change in accounting principle (504,097) (866,313) (1,656,052) (2,480,658)
Cumulative effect of change in
accounting principle - write-off of
start up costs - - - 259,757
-------------------------------------------------------
Net loss (504,097) (866,313) (1,656,052) (2,740,415)
Dividends accrued for Series B
preferred stock 28,350 28,350 85,050 85,050
Dividends accrued for Series C
preferred stock - 2,931 - 11,934
Dividends accrued for Series D
preferred stock - 48,188 - 702,692
Dividends accrued for Series E
preferred stock - 113,156 - 113,156
Net loss applicable to common
Shareholders $ (532,447) $(1,058,938) $(1,741,102) $(3,653,247)
=======================================================
Loss per share $ (0.08) $ (0.12) $ (0.29) $ (0.43)
=======================================================
Weighted average number of common
shares outstanding 6,953,602 8,798,735 6,050,641 8,405,775
=======================================================
Comprehensive loss and its
components consist of the following:
Net Loss $ (504,097) $ (866,313) $(1,656,052) $(2,740,415)
Foreign currency translation
adjustment 1,185 (121) 1,185 (5,756)
-------------------------------------------------------
Comprehensive loss $ (502,912) $ (866,434) $(1,654,867) $(2,746,171)
=======================================================
</TABLE>
See accompanying notes to consolidated financial statements.
China Peregrine Food Corporation
Consolidated Statement of Operations
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1998 1999
------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities
Net loss $(1,656,052) $(2,740,415)
Adjustments to reconcile net loss to net cash
Provided by (used in) operating activities:
Depreciation and amortization 255,226 830,098
Provision for bad debts 16,176 -
Inventory provisions 24,050 -
Issuance of stock in exchange for services 66,862 64,499
Compensation cost for stock option issue - 48,563
Adjustment for prior period net losses
attributed to 2.4% minority interest
acquired during 1998 94,533 -
Loss attributed to minority interest (375,481) (506,611)
Increase (decrease) from changes in:
Accounts receivable 1,894 (33,809)
Other receivable (100,962) (96,777)
Inventory 386,369 (76,025)
Prepaids and other assets 48,179 66,094
Deposits 19,693 9,727
Accounts payable (482,971) (153,106)
Advances from customers 13,186 109,006
Accrued liabilities 479,311 177,628
----------------------------
Net cash used in operating activities (1,209,987) (2,301,128)
----------------------------
Cash flows from investing activities
Purchase of equipment and machinery (18,594) (111,245)
Additions of construction in progress - (2,655)
Acquisition of Meilijian, net of cash acquired 2,706 -
----------------------------
Net cash used in investing activities (15,888) (113,900)
----------------------------
Cash flows from financing activities
Increase in related party loan - 71,475
Repayment of Bank loan - -
Proceeds from Bank loan 94,228 -
Repayment of note payable - (46,886)
Repayment of loan obligation from licensing agreement - (66,250)
Proceeds of Series C Preferred stock - 135,000
Proceeds of Series D Preferred stock - 710,000
Proceeds of Series E Preferred stock - 711,962
Proceeds from stock warrants exercised - 83,334
Proceeds of Rule 506, Regulation D offering 1,387,500 -
Proceeds of Section 4(2) private offering - 637,200
----------------------------
Net cash provided by financing activities 1,481,728 2,235,835
----------------------------
Effect of exchange rate changes on cash 3,595 (1,103)
----------------------------
Net increase (decrease) in cash and cash equivalents 259,448 (179,970)
Cash and cash equivalents, beginning of period 435,630 748,590
----------------------------
Cash and cash equivalents, end of period $ 695,078 $ 568,620
============================
Cash paid during the period:
Interest $ 225,319 $ 241,535
Income taxes - -
============================
</TABLE>
Supplemental disclosure of non-cash activities:
An institutional holder of Preferred Stock Series C converted 27,938 shares
into 93,959 shares of common stock from January 4, 1999 through to February
23, 1999.
An institutional holder of Preferred Stock Series C converted a total of
50,000 shares of Preferred Stock Series C into 150,000 shares of common
stock on February 18, 1999 and February 19, 1999, respectively, (25,000
shares per each conversion)
During March 1999 the Company issued 3,500 shares of Preferred Stock
Series D at $10 per share to pay the relevant finder's fee for the first
tranche of 50,000 shares of Preferred Stock Series D.
During April 1999 the Company issued 1,750 shares of Preferred Stock
Series D at $10 per share to pay the relevant finder's fee for the second
tranche of 25,000 shares of Preferred Stock Series D.
During June 1999, the Company issued 1,999 shares of common stock at a
market price of approximately $1 per share in exchange for $2,000 of
consulting fees and 4,084 shares of common stock at a market price of
approximately $1.47 in exchange for $6,000 of consulting fees with the same
consulting service provider.
During June 1999, the Company signed stock option agreements with five non-
employees, who had provided bookkeeping, research and organization services
to the Company, for a total of 55,000 restrictive shares of common stock
pursuant to Section 4(2) of the 1933 Act. These option agreements contain
an exercise price of $1 per share and expire in five years. Accordingly,
the Company recognized non-employee compensation cost of $48,563.
During July 1999, an institutional holder of Preferred Stock Series C
converted 7,672 shares into 20,000 shares of common stock.
During July 1999, four accredited and sophisticated holders of Preferred
Stock Series E converted 60,000 shares into 104,896 shares of common stock.
During August 1999, the Company issued 1,082 shares of common stock at a
market price of $1.85 per share in exchange for $2,000 of consulting fees
and 1,274 shares of common stock at a market price of $1.57 per share in
exchange for a further $2,000 of consulting fees with the same service
provider.
Four accredited and sophisticated investors converted a total of 50,000
shares of Preferred Stock Series E into 89,444 shares of common stock on
August 3, 1999 (40,000 shares), and August 23, 1999 (10,000 shares),
respectively.
China Peregrine Food Corporation
Notes to Consolidated Financial Statements
(unaudited)
Organization and Business
China Peregrine Food Corporation (the Company) was incorporated under the
laws of the State of Delaware on April 26, 1996.
The Company and its subsidiaries, Green Food Peregrine (GFP) and Hangzhou
Meilijian (Meilijian), are engaged in the processing, marketing and
distribution of dairy products in the People's Republic of China. Among
the equity interest of GFP, the Company accounted for 70% and China
National Green Food Corporation accounted for 30% as of September 30, 1999.
In Hangzhou Meilijan, the Company accounted for 52% of equity interest and
a Chinese joint venture partner accounted for the remaining equity interest
as of September 30, 1999. The Company also plans to acquire or construct
other dairy processing plants in cities located in the People's Republic of
China having a population of at least two million.
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. All significant inter-company accounts and
transactions have been eliminated in consolidation. The minority interest
in the Chinese joint venture has been reported as a separate line item on
the consolidated balance sheet. The consolidated financial statements are
presented in U.S. dollars. Accordingly, the accompanying financial
statements do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for fair presentation have been
included. Operating results for the three-month period and nine-month
period ended September 30, 1999 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report for the year
ended December 31, 1998.
Note 2 - Income Taxes
As of December 31, 1998, for federal income tax purposes, the Company had
approximately $902,832 in net operating loss carryforwards expiring through
2013. The annual utilization of the operating loss carryforward may be
significantly limited due to the adverse resolution, if any, with respect
to the loss carryover provisions of Internal Revenue Code Section 382 in
connection with certain stock issuances by the Company.
Note 3 - Licensing Agreement with Warner Brothers Consumer Products Co.
In January 1999 the Company signed a Master Licensing Agreement with Warner
Brothers Consumer Products Co. and obtained the right to utilize Warner
Brothers' Looney Tunes character images and names in the Shanghai and
Hangzhou greater metropolitan areas. This licensing agreement gives the
Company exclusive rights to such images and names in the defined geographic
regions for use in connection with specified categories of products sold by
the Company's subsidiaries in those areas. The company started to introduce
these Looney Tunes products in the Shanghai in October, 1999 and has not
started to introduce these Looney Tunes products in Hangzhou markets as of
September 30, 1999.
The Company recorded the gross amount of $300,000 as licensing agreement
and an obligation to licensing agreement of $300,000 simultaneously. An
amount of $45,000 was payable upon the signing of this agreement and the
balance be paid by ten installments of $21,250 per installment payment
on or before the following dates: September 30, 1999, December 31,
1999; March 31, 2000; June 30, 2000; September 30, 2000; December 31, 2000;
March 31, 2001; June 30, 2001; September 30, 2001; December 31, 2001 and
one final payment of $42,500 on or before March 31, 2002.
Note 4 - Transactions in Shareholders' Equity
In January 1999 the Company collected net proceeds of $135,000, net of
issuance expenses of $15,000 and issued 50,000 shares of Preferred stock
Series C accordingly.
In March 1999 the Company collected proceeds of $30,000 which represented
30,000 warrants exercised at a price of $1.00 per share and issued 30,000
shares of common stock accordingly. These warrants were issued in November
1998, as part of the Company's Rule 504 offering of its Series C
Convertible Preferred Stock.
From January 1 to March 31, 1999 the Company conducted a private sale of
its common stock and received total proceeds of $415,000 through issuing
415,000 share of common stock. Among $415,000 received, $105,000 were paid
back to investors per their request for cancellation in April, 1999.
Accordingly, 105,000 shares of common stock were cancelled.
In March 1999, the Company conducted a Rule 506, Regulation D offering to
issue 100,000 shares of its Series D Convertible Preferred Stock, with
possible total gross proceeds of $1,000,000. The Company also issued 3,500
shares of the Series D Preferred Stock at a price of $10.00 per share to
pay a finder's fee to a financial institution. On March 9, 1999, the
Company issued 50,000 shares of the Series D Preferred Stock. The net
proceeds of these 50,000 shares of Preferred Stock Series D was $470,000,
net of $15,000 placement fee and $15,000 of legal expense. In line with
the conversion feature embedded in Series D Preferred Stock, the Company
recognized a total of $677,502 of deemed dividends for the period from the
date of issuance to the first date that conversion could occur.
In April 1999, the Company issued 25,000 shares of Preferred Stock Series D
at $10 per share. The net proceeds of this issuance were $240,000, net of
$7,500 of placement fee and $2,500 legal expense. The Company also issued
1,750 shares of Series D Preferred Stock in exchange for a finder's fee at
$10 per share. In line with the conversion feature embedded in Series D
Preferred Stock, the Company recognized $106,485 of deemed dividends for
the second tranche of 26,750 shares of Series D in the second quarter.
During April, the Company issued 53,334 shares of common stock at $1 per
share as the result of exercising 53,334 warrants related to the previous
83,334 shares of Series C Preferred Stock.
During May and June, the Company conducted a private sale of its common
stock and received total proceeds of $262,200 and issued 262,200 shares of
common stock.
During June 1999, the Company issued 1,999 shares of its common stock at a
market price of approximately $1 per share in exchange of $2,000 consulting
fee and 4,084 shares of common stock at a market price of approximate $1.47
per share in exchange for $6,000 of consulting fee with the same consulting
service provider.
During June 1999, the Company signed stock option agreements with five non-
employee people, who had provided bookkeeping, research and organization
services to the Company, for a total of 55,000 restrictive shares of common
stock pursuant to Section 4(2) of the 1933 Act. These option agreements
contain an exercise price of $1 per share and expire in five years.
Accordingly, the Company recognized non-employee compensation cost of
$48,563.
During July, August and September 1999, the Company conducted a private
sale of its convertible Preferred Stock Series E and issued 330,000 shares
in five tranches to twenty-four accredited and sophisticated investors at
$2.50 per share. The net proceeds of this issuance were $711,963 net of
$113,037 of finder's fee, legal and printing expenses. In line with the
conversion feature embedded in Series E Preferred Stock, the Company
recognized $62,552 of deemed dividends for the first tranche, $26,250 and
$22,500 of deemed dividends for the second and third tranche respectively.
The deemed dividends were not applicable for the fourth and fifth tranche
respectively because the floor price of $1.25 was higher than the market
price on the date of issuance for each tranche.
During August 1999, the Company issued 1,082 shares of common stock at a
market price of $1.85 per share in exchange for $2,000 of consulting fees
and 1,274 shares of common stock at a market price of approximately $1.57
in exchange for a further $2,000 of consulting fees with the same service
provider.
During August the Company conducted a private sale of its common stock
pursuant to Section 4(2) of the Securities Act of 1933, and received total
proceeds of $65,000 and issued 65,000 shares of common stock.
Note 5 - Plant Contributed by Chinese Partner in Meilijian
In September 1999, Hangzhou United Dairy, the Chinese partner in Meilijian
joint venture, contributed a dairy plant valued at $289,140 to Meilijian in
order to increase Meilijian's production scale in Hangzhou in accordance
with a December 30, 1998 resolution of the Meilijian Board of Directors.
This contribution is currently being treated as a loan to the joint venture
until the Foreign Investment Commission of Zhejiang Province in China
approves the increase in the registered capital. Once approved, the
contribution of that plant will become contributed capital in Meilijian
from Hangzhou United Dairy. Accordingly, the Company has already planned
to contribute cash of $300,000 in order to maintain its existing equity
ratio in the joint venture. The Company has not contributed the $300,000
cash as of September 30, 1999.
Note 6 - Subsequent Events
During September 1999, the Company issued 1,163 shares of common stock, at
a market price of $1.72 per share, in exchange for $2,000 of consulting fee
to a service provider.
During October 1999, sixteen accredited and sophisticated investors holding
Convertible Preferred Stock Series E, converted a total of 220,000 shares
of Preferred Stock Series E into 440,000 shares of common stock.
During October 1999, the Company signed stock option agreements with three
non-employees who are to provide advisory and consulting services to the
Company, for a total of 1,016,000 shares of common stock pursuant to Form
S-8 registration statement under the 1933 Act. These option agreements
contain an exercise price of $0.50 per share for 516,000 options and an
exercise price of $0.75 per share for 500,000 options. These option
agreements expire on October 17, 2000. Accordingly, the Company will
recognize a non-employee compensation cost of $467,360.
MANAGEMENT DISCUSSION AND ANALYSIS ON FINANCIAL CONDITION
AND OPERATION RESULTS
Period from January 1, 1999 to September 30, 1999
- -------------------------------------------------
RESULTS OF OPERATIONS
At September 30, 1999, the Company had an accumulated deficit of
$10,684,293. The Company had cash on hand of $568,620 and reported total
shareholders' equity of $1,300,352.
The Company had net sales of $4,427,268 and a gross profit of $373,737. In
addition to the $4,053,531 of cost of sales, the Company had selling
expenses of $658,608 and general and administrative expenses of $2,442,848.
After interest expenses of $265,990 and other income of $6,440 and the
cumulative effect of a change in accounting principle of $259,757, the
Company had a net loss of $2,740,415, resulting in a loss per share of
$0.43.
As the same as in the prior period, general and administrative expenses for
the nine months ended September 30, 1999 have been and are continuing to be
a significant percentage of revenue at this stage of the Company's
existence.
Nine Month Period Ended September 30, 1999
Compared to Nine Month Period Ended September 30, 1998
- ------------------------------------------------------
Revenues increased almost 198% to $4,427,268 in 1999 from $1,484,600 in
1998. The main reason for this increase is the inclusion of the revenues
from Meilijian for the nine months ended September 30, 1999, compared to
the inclusion of revenues from Meilijian for two months for the nine month
period ended September 30, 1998.
Cost of goods sold increased approximately 166% to $4,053,531 in 1999 from
$1,524,048 in 1998. The increase was due mainly to higher revenue that
requires a corresponding increase in cost of goods sold. However, the cost
of goods sold as a percentage of revenue decreased to 92% in 1999 from 103%
in 1998. Consequently, the gross profit ratio increased to 8% in 1999 from
negative 3% in 1998. The reason for negative gross profit in 1998 was that
the production volume was still under the necessary volume that would bring
the Company to a break-even level.
Selling expenses increased approximately 106% to $658,608 in 1999 from
$318,955 in 1998. This was also due to the inclusion of the operating
results of Meilijian for the nine months ended September 30, 1999, compared
to the inclusion of operating results from Meilijian for two months for the
nine month period ended September 30, 1998.
General and administrative expenses increased approximately 70% to
$2,442,848 in 1999 from $1,439,977 in 1998. The US corporate office's
general and administrative expenses increased approximately 123% to
$1,736,786 in 1999 from $778,959 in 1998. Among the $1,736,786 of U.S.
corporate expense approximately $224,430 related to people working in
China. The other major items of approximately $729,976 resulting in the
increase in U.S. corporate expenses, were professional fees and travel
expenses related to raising capital and China operations. The general and
administrative expenses incurred in the China operations, increased
approximately 7% to $706,062 in 1999 from $661,019 in 1998. This was also
due to the inclusion of the operating results of Meilijian for the nine
months ended September 30, 1999, compared to the inclusion of operating
results from Meilijian for two months, for the nine month period ended
September 30, 1998. Overall, as a percentage of total revenue, the general
and administrative expenses decreased to 55% in 1999 from 97% in 1998.
Interest expense increased approximately 18% to $265,990 in 1999 from
$225,320 in 1998. The increase was due to the inclusion of the operating
results of Meilijian for the nine months ended September 30, 1999, compared
to the inclusion of operating results of Meilijian for two months, for the
nine months ended September 30, 1998.
Consequently, the net loss applicable to the common shares increased
approximately 110% to $3,653,247 in 1999 from $1,741,102 in 1998. The net
loss to the common shares as a percentage of revenue decreased to 83% in
1999 from 117% in 1998.
The Company reported a loss per share of $0.43 in 1999 and $0.29 in 1998.
The increase in the loss per share was due mainly to the recognition of
deemed dividends associated with the issuance of convertible Preferred
Stock Series C, D and E. The total deemed dividends recognized during the
nine month period were approximately $788,804. As of September 30, 1998
there were 7,552,957 shares of common stock outstanding and as of September
30, 1999 there were 8,905,229 shares of common stock outstanding. Due to
the timing of issuance of new shares, the weighted average number of common
shares outstanding in 1999 was only 8,405,775.
Three Month Period Ended September 30, 1999
Compared to Three Month Period Ended September 30, 1998
- -------------------------------------------------------
Revenues increased almost 39% to $1,498,458 in 1999 from $1,081,607 in
1998. The main reason for this is the inclusion of the revenues from
Meilijian for the three months ended September 30, 1999, compared to the
inclusion of revenue from Meilijian for two months, for the three month
period ended September 30, 1998.
Cost of goods sold increased approximately 37% to $1,422,284 in 1999 from
$1,064,437 in 1998. The increase was due mainly to higher revenue that
requires a corresponding increase in cost of goods sold. However, the cost
of goods sold as a percentage of revenue decreased to 95% in 1999 from 98%
in 1998. Consequently, the gross profit ratio increased to 5% in 1999 from
2% in 1998.
Selling expenses increased approximately 13% to $124,824 in 1999 from
$110,240 in 1998. This was also due to the inclusion of the operating
results of Meilijian for the three months ended September 30, 1999,
compared to the inclusion of operating results of Meilijian for two months,
for the three month period ended September 30, 1998.
General and administrative expenses increased approximately 76% to $794,764
in 1999 from $450,883 in 1998. The U.S. corporate office's general and
administrative expenses increased approximately 183% to $553,747 in 1999
from $196,013 in 1998. Among the $553,747 of U.S. Corporate expenses,
approximately $99,430 of expenses were related to people working in China.
The other major items of approximately $166,976 resulting in the increase
in U.S. Corporate expenses, were professional fees and travel expenses
related to raising capital and China operations. The general and
administrative expenses incurred in the China operations, decreased
approximately 5% to $241,017 in 1999 from $254,870 in 1998. This was also
due to the inclusion of the operating results of Meilijian for the three
months ended September 30, 1999, compared to the inclusion of operating
results of Meilijian for two months, for the three month period ended
September 30, 1998. Overall, as a percentage of total revenue, the general
and administrative expenses increased to 53% in 1999 from 42% in 1998.
Interest expense increased approximately 13% to $124,824 in 1999 from
$110,241 in 1998.
Consequently, the net loss applicable to the common shares increased
approximately 99% to $1,058,938 in 1999 from $532,448 in 1998. The net
loss to the common shares as a percentage of revenue increased to 70% in
1999 from 49% in 1998.
The Company reported a loss per share of $0.12 in 1999 and $0.08 in 1998.
The increase in the loss per share was due mainly to the recognition of
deemed dividends associated with the issuance of convertible Preferred
Stock Series D and Convertible Preferred Stock Series E. The total deemed
dividends recognized during the three month period were approximately
$147,319. Due to the timing of issuance of new shares, the weighted
average number of common shares outstanding in 1999 was only 8,798,735.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1998, the Company reported that net cash used in
operating activities was $1,209,987, net cash used in investing activities
was $15,888 and net cash provided by financing activities was $1,481,728
with a positive $3,595 effect of exchange rate changes on cash.
As of September 30, 1999, the Company reported that net cash used in
operating activities was $2,301,178, net cash used in investing activities
was $113,900 and net cash provided by financing activities was $2,235,835
with a negative $1,153 effect of exchange rate changes on cash.
Net cash used in operating activities increased 90% to $2,300,965 in the
first nine months of 1999 from $1,209,987 used in operating activities in
the same period of 1998. The cash used in operating activities increased
mainly due to net losses from operating activities of $2,740,415.
Net cash used in investing activities increased to $113,900 in the first
nine months of 1999 from $15,888 in the same period of 1998 was due to the
increase of fixed assets in Meilijian.
Net cash provided by financing activities increased to $2,235,835 in the
first nine months of 1999 from $1,481,728 in the same period of 1998. The
major reason for this increase was due to many fund raising exercises
conducted in the first nine months of 1999.
The Company's requirements for cash (other than for acquisition activities)
consist of (1) purchasing transportation equipment for distribution of its
products; (2) expenses relating to product development, marketing and
advertising in Shanghai and, to a lesser extent, in Hangzhou; and (3)
repaying loans to state-owned Chinese banks in the aggregate amount of
approximately $1.5 million by the end of 1999.
EFFECTS OF INFLATION
The Company believes that inflation has not had material effect on its net
sales and results of operations.
EFFECT OF FLUCTUATION IN FOREIGN EXCHANGE RATES
The Company's operating subsidiaries, Green Food Peregrine and Hangzhou
Meilijian, are located in China. They buy and sell products in China using
Chinese Renminbi as functional currency. Based on Chinese government
regulation, all foreign currencies under the category of current account
are allowed to freely exchange with hard currencies. During the past two
years of operation, there were no significant changes in exchange rates.
However, there is no assurance that there will be no significant change in
exchange rates in the near future.
YEAR 2000 STATEMENT
We are currently in the process of identifying, evaluating and implementing
changes to computer systems in the United States and the Green Food
Peregrine facility in Shanghai, Peoples' Republic of China, as necessary.
At present, the operation of the Company's Hangzhou facility does not
utilize computers. This issue affects computer systems that have date
sensitive software programs or chipsets that may not recognize the year
2000. Systems that do not recognize such information properly could
generate erroneous data or cause a system to fail, resulting in an
interruption of normal business activities.
We have arranged with a third party vendor to conduct a comprehensive
analysis of the Company's in-house computers with respect to potential Year
2000 problems. Our internal analysis has revealed the existence of one
micro computer which, owing to its age, bears a high risk of date sensitive
operation. We anticipate the completion of the third party analysis prior
to the end of the 1999 fouth quarter, and immediate remediation, if
necessary, owing to the small number of micro computers (less than 10)
utilized by the Company and its subsidiaries. Given the benefit to the
Company of utilizing technology more advanced than exists in its present
computers, and the utilization of readily available off the shelf hardware
and software, the Company is prepared to upgrade or replace all problem
computers immediately, where appropriate.
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
During July, August and September 1999, we conducted a private sale of
Series E Convertible Preferred Stock and issued 330,000 shares in five
tranches to twenty-four accredited and sophisticated investors at $2.50 per
share. The issuance of this Series E Preferred Stock was pursuant to an
exemption from registration provided by Rule 506 of Regulation D. The
proceeds of the sale of the Series E Preferred Stock were utilized for
working capital. The net proceeds of this issuance were $711,963 net of
$113,037 of finder's fee, legal and printing expenses.
During July 1999, an institutional holder of Series C Preferred Stock
converted 7,672 shares into 20,000 shares of common stock. This holder was
an accredited and sophisticated investor and the issuance of the 20,000
shares of underlying common stock was pursuant to an exemption from
registration provided by Rule 504 of Regulation D. The proceeds of the
sale of the Series C Preferred Stock were earmarked and utilized in
connection with the increase in our registered capital contributions to the
Green Food Peregrine Children's Food Company, Limited joint venture,
located in Shanghai, PRC. When approved by the Ministry of Foreign Trade
and Economic Cooperation, this additional contribution will increase our
majority interest in the joint venture from 70% to 76%. We did not realize
any proceeds upon the conversion of the 7,672 shares of Series C Preferred
Stock to 20,000 shares of common stock.
During July 1999, four accredited and sophisticated holders of Series E
Preferred Stock converted 60,000 shares into 104,896 shares of common
stock. In addition, four accredited and sophisticated investors converted a
total of 50,000 shares of Series E Preferred Stock into 89,444 shares of
common stock on August 3, 1999 (40,000 shares) and August 23, 1999 (10,000
shares), respectively. The issuance of the common stock underlying the
Series E Preferred Stock was pursuant to an exemption from registration
provided by Rule 506 of Regulation D. We did not realize any proceeds upon
the conversion of the 110,000 shares of Series E Preferred Stock to 194,340
shares of underlying common stock.
During August we conducted a private sale of its common stock to three
accredited and sophisticated investors, pursuant to Section 4(2) of the
Securities Act of 1933, and received total proceeds of $65,000 and issued
65,000 shares of common stock. The proceeds of these sales were utilized
for working capital.
During August 1999, we issued 1,082 shares of common stock at a market
price of $1.85 per share in exchange for $2,000 of consulting fees and
1,274 shares of common stock at a market price of $1.57 per share in
exchange for a further $2,000 of consulting fees with the same service
provider, pursuant to an advisor and consultant stock compensation plan.
Subsequent Events
During September 1999, we 1,163 shares of common stock, at a market price
of $1.72 per share, in exchange for $2,000 of consulting fee to a service
provider, pursuant to an advisor and consultant stock compensation plan.
During October 1999, sixteen accredited and sophisticated investors holding
Convertible Preferred Stock Series E, converted a total of 220,000 shares
of Preferred Stock Series E into 440,000 shares of common stock.
During October 1999, the Company signed stock option agreements with three
non-employees who are to provide advisory and consulting services to the
Company, for a total of 1,016,000 shares of common stock pursuant to Form
S-8 registration statement under the 1933 Act. These option agreements
contain an exercise price of $0.50 per share for 516,000 options and an
exercise price of $0.75 per share for 500,000 options. These option
agreements expire on October 17, 2000. Accordingly, the Company will
recognize a non-employee compensation cost of $467,360.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - Required by Item 601 of Regulation S-B.
(27) Financial data schedule
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter
ended September 30, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf of the
undersigned, duly authorized.
CHINA PEREGRINE FOOD CORPORATION
(Registrant)
Date: November 15,1999
/s/Roy G. Warren
--------------------------------
Roy G. Warren, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
September 30, 1999 unaudited financial statements and is qualified in its
entirety by such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1997
<CASH> 568,620
<SECURITIES> 0
<RECEIVABLES> 1,192,030
<ALLOWANCES> 652,987
<INVENTORY> 944,263
<CURRENT-ASSETS> 2,308,477
<PP&E> 5,501,793
<DEPRECIATION> 830,098
<TOTAL-ASSETS> 8,757,819
<CURRENT-LIABILITIES> 5,648,180
<BONDS> 0
0
2,640,812
<COMMON> 8,905
<OTHER-SE> 9,474,947
<TOTAL-LIABILITY-AND-EQUITY> 8,757,819
<SALES> 4,427,268
<TOTAL-REVENUES> 4,433,708
<CGS> 4,053,531
<TOTAL-COSTS> 4,712,139
<OTHER-EXPENSES> 2,442,848
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 265,990
<INCOME-PRETAX> (2,740,415)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (788,804)
<CHANGES> (259,757)
<NET-INCOME> (3,653,247)
<EPS-BASIC> (0.43)
<EPS-DILUTED> (0.43)
</TABLE>
