10-Q 1 cxdc_10q-093013.htm FORM 10-Q FOR THE PERIOD ENDED 9/30/2013 cxdc_10q-093013.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2013

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 Number:  000-53131

CHINA XD PLASTICS COMPANY LIMITED
 (Exact name of registrant as specified in its charter)
 
Nevada
04-3836208
 (State or other jurisdiction of incorporation or
organization)
 (I.R.S. Employer Identification No.)   
 
No. 9 Dalian North Road, Haping Road Centralized Industrial Park,
Harbin Development Zone, Heilongjiang Province, PRC 150060
(Address of principal executive offices) (Zip Code)

86-451-84346600
(Registrant’s telephone number, including area code)
 
 
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check 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 x   No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  
Yes x   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  o                                                                                    Accelerated filer  o
Non-accelerated filer  o                                                                                     Smaller reporting company  x
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 8, 2013, the registrant had 47,868,772 shares of common stock, par value US$0.0001 per share, outstanding.
 
 
 

 
TABLE OF CONTENTS
 
PAGE
PART I. FINANCIAL INFORMATION
  2
     
Item 1. Financial Statements
2
     
 
Unaudited Condensed Consolidated Balance Sheets
2
     
 
Unaudited Condensed Consolidated Statements of Comprehensive Income
3
     
 
Unaudited Condensed Consolidated Statements of Cash Flows
4
     
 
Notes to the Unaudited Condensed Consolidated Financial Statements
5
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
14
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk
25
   
Item 4. Controls and Procedures
25
     
PART II. OTHER INFORMATION
26
     
Item 1. Legal Proceedings
26
     
Item 1A. Risk Factors
26
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
26
     
Item 3. Defaults Upon Senior Securities
26
   
Item 4. Mine Safety Disclosures
26
     
Item 5. Exhibits
26
     
Signatures
27
 
 
 
1

 
 
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

   
September 30, 2013
   
December 31, 2012
 
   
US$
   
US$
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
   
94,257,033
     
83,822,602
 
Restricted cash
   
5,678,105
     
16,915,359
 
Time deposits
   
180,555,556
     
47,955,923
 
Accounts receivable, net
   
265,245,509
     
143,843,764
 
Amounts due from related parties
   
4,085
     
219,360
 
Inventories
   
119,131,396
     
78,263,071
 
Prepaid expenses and other current assets
   
5,137,641
     
6,090,232
 
    Total current assets
   
670,009,325
     
377,110,311
 
Property, plant and equipment, net
   
215,669,167
     
223,780,133
 
Land use rights, net
   
10,547,002
     
10,524,451
 
Other non-current assets
   
3,046,692
     
169,414
 
    Total assets
   
899,272,186
     
611,584,309
 
                 
                 
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCKS AND STOCKHOLDERS’ EQUITY
 
Current liabilities:
               
Short-term loans
   
260,253,268
     
162,076,050
 
Bills payable
   
8,169,935
     
15,810,340
 
Accounts payable
   
111,716,226
     
7,061,259
 
Amounts due to a related party
   
368,479
     
-
 
Income taxes payable
   
16,216,348
     
8,511,679
 
Accrued expenses and other current liabilities
   
35,218,647
     
34,442,983
 
    Total current liabilities
   
431,942,903
     
227,902,311
 
Income taxes payable-non current
   
1,532,691
     
-
 
Deferred income tax liabilities
   
19,737,237
     
20,733,959
 
Warrants liability
   
700,648
     
1,008,750
 
    Total liabilities
   
453,913,479
     
249,645,020
 
                 
Redeemable Series D convertible preferred stock
   
97,576,465
     
97,576,465
 
Stockholders’ equity:
               
Series B preferred stock
   
100
     
100
 
Common stock, US$0.0001 par value, 500,000,000 shares authorized, 49,019,708 shares and 47,584,772 shares issued, 47,868,772 shares and 47,563,772 shares outstanding as of September 30, 2013 and December 31, 2012, respectively
   
4,789
     
4,758
 
Treasury stock, 21,000 shares at cost
   
(92,694
)
   
(92,694
)
Additional paid-in capital
   
74,276,252
     
72,583,910
 
Retained earnings
   
253,527,526
     
177,208,492
 
Accumulated other comprehensive income
   
20,066,269
     
14,658,258
 
    Total stockholders’ equity
   
347,782,242
     
264,362,824
 
Commitments and contingencies
   
-
     
-
 
    Total liabilities, redeemable convertible preferred stocks and stockholders’ equity
   
899,272,186
     
611,584,309
 


See accompanying notes to unaudited condensed consolidated financial statements.

 
2

 
CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

   
Three-Month Period Ended September 30,
   
Nine-Month Period Ended September 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
US$
   
US$
   
US$
   
US$
 
                         
Revenues
   
293,139,049
     
163,368,820
     
666,256,978
     
431,208,409
 
Cost of revenues
   
(227,473,486
)
   
(123,326,182
)
   
(534,250,688
)
   
(324,676,853
)
    Gross profit
   
65,665,563
     
40,042,638
     
132,006,290
     
106,531,556
 
                                 
Selling expenses
   
(143,573
)
   
(77,399
)
   
(253,565
)
   
(260,151
)
General and administrative expenses
   
(4,436,021
)
   
(2,961,496
)
   
(10,775,595
)
   
(7,597,292
)
Research and development expenses
   
(5,139,610
)
   
(5,471,242
)
   
(15,926,298
)
   
(12,536,739
)
    Total operating expenses
   
(9,719,204
)
   
(8,510,137
)
   
(26,955,458
)
   
(20,394,182
)
                                 
    Operating income
   
 55,946,359
     
31,532,501
     
105,050,832
     
 86,137,374
 
                                 
Interest income
   
1,702,488
     
1,406,161
     
4,242,205
     
3,826,177
 
Interest expense
   
(4,499,497
)
   
(1,156,056
)
   
(10,810,221
)
   
(2,555,099
)
Foreign currency exchange gains
   
550,010
     
726,389
     
1,916,626
     
 9,126
 
Government grant
   
709,655
     
-
     
919,746
     
-
 
Change in fair value of warrants liability
   
(112,229
)
   
854,991
     
308,102
     
2,717,310
 
Change in fair value of embedded derivative liability
   
-
     
235
     
-
     
547
 
    Total non-operating income (expense), net
   
(1,649,573
)
   
1,831,720
     
(3,423,542)
     
 3,998,061
 
                                 
    Income before income taxes
   
54,296,786
     
33,364,221
     
101,627,290
     
90,135,435
 
                                 
Income tax expense
   
(13,235,220)
     
(8,091,572
)
   
(25,308,256
)
   
(21,527,651
)
                                 
    Net income
   
41,061,566
     
25,272,649
     
76,319,034
     
68,607,784
 
                                 
Earnings per common share:
                               
Basic and diluted
   
0.64
     
0.40
     
1.19
     
1.08
 
                                 
Net Income
   
41,061,566
     
25,272,649
     
76,319,034
     
68,607,784
 
                                 
Other comprehensive income
                               
Foreign currency translation adjustment, net of nil income taxes
   
768,724
     
2,840,914
     
5,408,011
     
814,351
 
                                 
Comprehensive income
   
41,830,290
     
28,113,563
     
81,727,045
     
69,422,135
 
 
See accompanying notes to unaudited condensed consolidated financial statements.
 
 
3

 
CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

   
Nine-Month Period Ended September 30,
 
   
2013
   
2012
 
   
US$
   
US$
 
Cash flows from operating activities:
           
Net cash provided by (used in) operating activities
   
60,137,200
     
(12,423,558
)
                 
Cash flows from investing activities:
               
Proceeds from maturity of time deposits
   
 145,189,952
     
-
 
Purchase of time deposits
   
(275,929,213
)
   
(28,308,042
)
Purchases of property, plant and equipment and land use rights
   
(16,086,974)
     
(72,155,807
)
Net cash used in investing activities
   
(146,826,235
)
   
(100,463,849
)
                 
Cash flows from financing activities:
               
Proceeds from bank borrowings
   
324,695,542
     
111,408,621
 
Repayments of bank borrowings
   
(230,155,513
)
   
(77,879,405
Release of restricted cash
   
4,824,298
     
-
 
Placement of restricted cash as collateral for bank borrowings
   
(4,013,492)
     
(4,733,643
)
Dividends paid to redeemable Series C convertible preferred stockholders
   
-
     
(60
Net cash provided by financing activities
   
95,350,835
     
28,795,513
 
                 
Effect of foreign currency exchange rate changes on cash and cash equivalents
   
1,772,631
     
(360,531
)
Net increase (decrease) in cash and cash equivalents
   
10,434,431
     
(84,452,425
)
                 
Cash and cash equivalents at beginning of period
   
83,822,602
     
       135,482,386
 
Cash and cash equivalents at end of period
   
94,257,033
     
51,029,961
 
                 
Supplemental disclosure of cash flow information:
               
Interest paid
   
8,316,403
     
2,084,010
 
Income taxes paid
   
17,638,502
     
19,978,772
 
                 

See accompanying notes to unaudited condensed consolidated financial statements
 
 
4

 
CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Basis of presentation, significant concentrations and risks

(a) Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the United States Securities and Exchange Commission. The condensed consolidated balance sheet as of December 31, 2012 was derived from the audited consolidated financial statements of China XD Plastics Company Limited (“China XD Plastics”) and subsidiaries (collectively, the “Company”). The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated balance sheet of the Company as of December 31, 2012, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2013.

In the opinion of the management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of September 30, 2013, the results of operations for the three-month and nine-month periods ended September 30, 2013 and 2012, and the cash flows for the nine-month periods ended September 30, 2013 and 2012, have been made.

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the recoverability of the carrying amounts of property, plant and equipment, the realizability of inventories and deferred income tax assets, the useful lives of property, plant and equipment, the collectibility of accounts receivable, the probability of the redemption of redeemable Series D convertible preferred stock, the fair values of financial instruments and stock-based compensation awards, and the accruals for tax uncertainties and other contingencies. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions.

(b) Significant concentrations and risks

Sales concentration
 
The Company sells its products, substantially through approved distributors in the People’s Republic of China (the “PRC”).  The Company's sales are highly concentrated.  Sales to four major distributors, which individually exceeded 10% of the Company's revenues for the three-month and nine-month periods ended September 30, 2013 and 2012 (with the exception of one distributor in the three-month and nine-month periods ended September 30, 2012), are as follows:
 
   
Three-Month Period Ended September 30,
 
   
2013
   
2012
 
   
US$
   
%
   
US$
   
%
 
Distributor A
   
 65,069,987
     
22.2%
     
 15,961,659
     
 9.8%
 
Distributor B
   
 56,245,919
     
19.2%
     
 55,672,801
     
 34.1%
 
Distributor C
   
 38,080,146
     
13.0%
     
 24,313,075
     
14.9%
 
Distributor D
   
  35,631,930
     
12.2%
     
24,115,942
     
14.8%
 
Total
   
  195,027,982
     
 66.6%
     
  120,063,477
     
73.6%
 
 

   
Nine-Month Period Ended September 30,
 
   
2013
   
2012
 
   
US$
   
%
   
US$
   
%
 
Distributor A
   
 170,707,884
     
25.6%
     
 34,468,238
     
8.0%
 
Distributor B
   
 137,629,782
     
20.7%
     
 143,676,477
     
33.3%
 
Distributor C
   
 90,659,257
     
13.6%
     
 64,657,926
     
15.0%
 
Distributor D
   
  85,700,647
     
12.9%
     
63,549,286
     
14.7%
 
Total
   
  484,697,570
     
72.8%
     
  306,351,927
     
71.0%
 
 
 
5

 
The Company expects revenues from these distributors to continue to represent a substantial portion of its revenue in the future. Any factor adversely affecting the automobile industry in the PRC or the business operations of these customers will have a material effect on the Company's business, financial position and results of operations.

Purchase concentration of Raw materials and Production Equipment

The principal raw materials used for the Company's production of modified plastics products are plastic resins, such as polypropylene, ABS and nylon. The Company purchases substantially all of its raw materials through three distributors.  Raw material purchases from these three suppliers, which individually exceeded 10% of the Company’s total raw material purchases, accounted for approximately 56.6% and 99.2% of the Company’s total raw material purchases for the three-month periods ended September 30, 2013 and 2012, respectively, and 79.9% and 99.6% of the Company's total raw material purchase for the nine-month periods ended September 30, 2013 and 2012, respectively. Management believes that other suppliers could provide similar raw materials on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect the Company's business, financial position and results of operations.
 
The Company has three production facilities, all of which are located in Harbin, Heilongjiang province of the PRC. The Company plans to construct a 300,000 metric ton plastics production project and affiliated R&D center and training center project in Yinghua Industrial Park, Shunqing District, Nanchong City, Sichuan Province (the “Construction of Sichuan Plant”), the fourth production base, in Sichuan province of the PRC. The Company purchased equipment from a major equipment distributor, which accounted for 93.1% and 99.9% of the Company’s total equipment purchases for the three-month periods ended September 30, 2013 and 2012, respectively, and accounted for 78.5% and 99.8% of the Company's total equipment purchases for the nine-month periods ended September 30, 2013 and 2012, respectively. A change of the supplier could cause a delay in manufacturing and a possible loss of sales, which could adversely affect the Company's business, financial position and results of operations.  The majority owner of the equipment distributor is also the majority owner of a major raw material supplier that supplied approximately 12.8% and 20.8% of the Company’s total raw material purchases for the three-month periods ended September 30, 2013 and 2012, and 16.0% and 23.9% of the Company’s total raw material purchases for the nine-month periods ended September 30, 2013 and 2012, respectively.  In addition, the majority owner of the equipment distributor is also the majority owner of sales Distributor D presented above.

Cash concentration

Cash and cash equivalents, restricted cash and time deposits maintained at banks consist of the following:
 
   
September 30, 2013
   
December 31, 2012
 
   
US$
   
US$
 
RMB denominated bank deposits with:
           
Financial Institutions in the PRC
   
279,774,799
     
140,788,222
 
                 
U.S. dollar denominated bank deposits with:
               
Financial Institution in the U.S.
   
78,027
     
18,391
 
Financial Institutions in the PRC
   
11
     
7,828,156
 
Financial Institution in Hong Kong Special Administrative Region
   
485,969
     
11,287
 
Euro denominated bank deposits with a financial institution in Hong Kong
   
151,433
     
-
 
 
The bank deposits with financial institutions in the PRC are not insured by any government authority.  To limit exposure to credit risk, the Company primarily places bank deposits with large financial institutions in the PRC with acceptable credit rating.

Cash that is restricted as to withdrawal or usage is reported as restricted cash in the condensed consolidated balance sheets and is not included as cash and cash equivalents in the condensed consolidated statements of cash flows.

Short-term bank deposits that are pledged as collateral for bills payable relating to purchase of raw materials are reported as restricted cash and amounted to US$1,633,987 and US$10,914,753 as of September 30, 2013 and December 31, 2012, respectively. Upon maturity and repayment of the bills payable, which is generally within 6 months, the cash becomes available for use by the Company. Short-term bank deposits that are pledged as collateral for letter of credit relating to purchase of raw materials are reported as restricted cash and amounted to nil and US$1,225,402 as of September 30, 2013 and December 31, 2012. The cash will be available for use by the Company after 60 days since the issuance of the letter of credit. The cash flows from the pledged bank deposits, which relate to purchases of raw materials, are reported within cash flows from operating activities in the condensed consolidated statements of cash flows.

 
6

 
Short-term bank deposits that are pledged as collateral for short-term bank borrowings are reported as restricted cash and amounted to US$4,044,118 and US$4,775,204 as of September 30, 2013 and December 31, 2012, respectively. The cash flows from such bank deposits are reported within cash flows from financing activities in the condensed consolidated statements of cash flows.
 
Time deposits represent certificates of deposit with an initial term of six months when purchased.  As of September 30, 2013 and December 31, 2012, the Company’s time deposits bear a weighted average interest rate of 3.0% and 3.16% per annum, respectively.
 
Note 2 - Accounts receivable

Accounts receivable consist of the following:

   
September 30, 2013
   
December 31, 2012
 
   
US$
   
US$
 
             
Accounts receivable
   
265,391,325
     
143,991,818
 
Allowance for doubtful accounts
   
(145,816
)
   
(148,054
)
    Accounts receivable, net
   
265,245,509
     
143,843,764
 

As of September 30, 2013 and December 31, 2012, the accounts receivable balances also include notes receivable in the amount of US$4,843,854 and US$927,390, respectively. 
 
There was no accrual of additional provision or write-off of accounts receivable for the three-month and nine-month periods ended September 30, 2013 and 2012.
 
Note 3 - Inventories

Inventories consist of the following:

 
September 30, 2013
 
December 31, 2012
 
 
US$
 
US$
 
         
Raw materials
   
 62,265,083
     
70,672,300
 
Work in progress
   
286,167
     
110,964
 
Finished goods
   
 56,580,146
     
7,479,807
 
    Total inventories
   
119,131,396
     
78,263,071
 
 
There were no write down of inventories for the three-month and nine-month periods ended September 30, 2013 and 2012.
 
Note 4 – Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

   
September 30, 2013
   
December 31, 2012
 
   
US$
   
US$
 
             
Advances to suppliers
   
 1,104,340
     
4,355,607
 
Interest receivable
   
 1,627,047
     
1,145,244
 
Other
   
 2,406,254
     
589,381
 
    Total prepaid expenses and other current assets
   
5,137,641
     
6,090,232
 
 
Prior to February 2013, the Company paid deposits to domestic and international suppliers for the principal raw materials ordered. The Company made advanced orders of raw materials based upon (1) the demand and supply situation in the raw materials market and (2) the forecasted demand of products. Starting from March 2013, the Company switched to 30 days credit terms for purchases from its domestic suppliers.  All advances to suppliers as of September 30, 2013 are related to the purchase of raw materials, which were subsequently received by the Company in October 2013.
 
Interest receivable mainly represents the interest earned from the three-month or six-month time deposits, as well as from the restricted cash.
 
Other mainly includes value added taxes receivables, other prepaid expenses and staff advances.
 
 
7

 

Note 5 – Property, plant and equipment, net

Property, plant and equipment consist of the following:
 
   
September 30, 2013
   
December 31, 2012
 
   
US$
   
US$
 
                 
Machinery, equipment and furniture
   
206,216,297
     
193,999,396
 
Motor vehicles
   
1,676,240
     
1,438,596
 
Workshops and buildings
   
42,876,029
     
40,357,145
 
Construction in progress
   
3,705,946
     
10,471,463
 
    Total property, plant and equipment
   
254,474,512
     
246,266,600
 
Less accumulated depreciation
   
(38,805,345
   
(22,486,467
)
    Property, plant and equipment, net
   
215,669,167
     
223,780,133
 
 
For the nine-month periods ended September 30, 2013 and 2012, no interest expense was capitalized as a component of the cost of construction in progress as the amount was inconsequential. Depreciation expense on property, plant and equipment was allocated to the following expense items:


   
Three-Month Period Ended September 30,
 
   
2013
   
2012
 
   
US$
   
US$
 
             
Cost of revenues
   
5,321,483
     
2,521,229
 
General and administrative expenses
   
  101,534
     
46,952
 
Research and development expenses
   
  430,360
     
255,729
 
    Total depreciation expense
   
  5,853,377
     
2,823,910
 

 

   
Nine-Month Period Ended September 30,
 
   
2013
   
2012
 
   
US$
   
US$
 
Cost of revenues
   
14,265,007
     
6,691,838
 
General and administrative expenses
   
 827,547
     
162,241
 
Research and development expenses
   
 1,226,324
     
769,269
 
    Total depreciation expense
   
 16,318,878
     
7,623,348
 
 
Note 6 – Short-term loans

     
September 30, 2013
   
December 31, 2012
 
     
US$
   
US$
 
               
Unsecured loans
     
157,189,542
     
65,970,048
 
Loans secured by accounts receivable
     
74,673,203
     
72,229,981
 
Loans secured by bank deposits
     
20,220,588
     
23,876,021
 
                   
    Total short-term bank loans  
(a)
   
252,083,333
     
162,076,050
 
                   
Interest-free loan secured by land use rights 
(b)
   
8,169,935
     
-
 
                   
    Total short-term loans
     
260,253,268
     
162,076,050
 

(a) 
As of September 30, 2013 and December 31, 2012, the Company’s short-term bank loans bear a weighted average interest rate of 5.9% and 6.1% per annum, respectively. All short-term bank loans mature at various times within one year and contain no renewal terms.
 
As of September 30, 2013, the Company had total lines of credit with remaining terms less than 12 months of RMB1,978 million (US$323.2 million), of which RMB460.0 million (US$75.2 million) was unused.  These lines of credit are from PRC banks in Harbin, Heilongjiang province and contain certain financial covenants such as total stockholders’ equity, debt asset ratio, current ratio, contingent liability ratio and net profit. As of September 30, 2013, the Company has met these financial covenants.
 
 
8

 
(b)  
On April 11, 2013, the Company obtained a one-year interest-free loan in the amount of RMB50 million (equivalent to US$8 million) from a company affiliated with the People’s Government of Shunqing District, Nanchong City, Sichuan Province (“Shunqing Government”). The loan was issued to support Construction of Sichuan Plant. The loan will be secured by a land use right to be granted to the Company in connection with the Project.
 
Note 7 - Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:
 
   
September 30, 2013
   
December 31, 2012
 
   
US$
   
US$
 
             
Payables for purchase of property, plant and equipment
   
  27,047,616
     
30,029,901
 
Other
   
  8,171,031
     
4,413,082
 
Accrued expenses and other current liabilities
   
35,218,647
     
34,442,983
 
 
Other mainly represents accrued freight expenses, non income tax payables, accrued interest expenses, accrued payroll and employee benefits, and other accrued miscellaneous operating expenses.
Note 8 – Related party transactions

The Company entered into related party transactions with Harbin Xinda High-Tech Co., Ltd. (“Xinda High-Tech”), an entity controlled by the wife of Mr. Han, the chief executive officer and controlling stockholder of the Company, Mr. Han and Mr. Han’s son.  The significant related party transactions are summarized as follows:

     
Three-Month Period Ended September 30,
   
Nine-Month Period Ended September 30,
 
     
2013
 
2012
   
2013
   
2012
 
     
US$
 
US$
   
US$
   
US$
 
Costs and expenses resulting from transactions with  related parties:
                             
Rental expenses for plant and office spaces
(a)
 
201,146
   
192,270
     
599,416
     
448,359
 
 
The balances due from and to the related parties are summarized as follows:
 
     
September 30, 2013
 
December 31, 2012
     
US$
 
US$
Amounts due from related parties:
         
Prepaid rent expenses to Xinda High-Tech
(a)
   
-
 
219,360
Prepaid rent expenses to Mr. Han’s son
(a)
   
4,085
 
-
Total
     
4,085
 
219,360
             
Amounts due to a related party:
           
Rent payable to Xinda High-Tech
(b)
   
368,479
 
-

(a)
The Company rents the following plant and office buildings in Harbin, Heilongjiang province from Xinda High-Tech:
 
Premise Leased
 
Area (M2)
   
Annual Rental Fee (US$)
 
Period of Lease
Plant and office building
   
20,250
     
 669,919
 
Between May 1, 2012 and April 30, 2015
Office building
   
250
     
  8,170
 
Between January 1, 2012 and December 31, 2013
Office building
   
3,394
     
   110,915
 
Between May 1, 2012 and April 30, 2013
Office building
   
3,394
     
 110,915
 
Between May 1, 2013 and April 30, 2015
 
The Company also rents a facility of approximately 3,134 square meters in Harbin, Heilongjiang province from Mr. Han’s son for an annual rental fee of RMB100,000 (approximately US$16,294).  The period of the lease is from January 1, 2013 to December 31, 2013.
 
 
9

 
 
Note 9 – Income tax

The effective income tax rates for the nine-month periods ended September 30, 2013 and 2012 were 24.9% and 23.9%, respectively. The effective income tax rate for the nine-month period ended September 30, 2013 differs from the PRC statutory income tax rate of 25% primarily due to the tax rate differential and partially offsetting by the increase of valuation allowance.
 
As of and for the three-month and nine-month periods ended September 30, 2013, the Company did not have any unrecognized tax benefits, and thus no interest and penalties related to unrecognized tax benefits were recorded. In addition, the Company does not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months.

Note 10 - Warrants

The following is a summary of outstanding warrants as of September 30, 2013:
 
Warrants
   
Exercise Price
 
Number of Warrants
Outstanding
   
Remaining
Contractual Life
 
     
US$
       
Years
 
Series A investor warrants
   
4.9
 
1,320,696
   
1.17
 
Series A placement agent warrants
   
5.5
 
117,261
   
1.17
 
    Total
       
 1,437,957
       

The fair values of the warrants as of September 30, 2013 were calculated using Black-Scholes option pricing model with the following assumptions:
 
   
Series A Investor
Warrants
   
Series A Placement
Agent Warrants
 
Volatility
 
31.2%
   
31.2%
 
Expected dividends yield
   
0%
   
0%
 
Fair value of underlying common stock (per share)
   
4.60
   
4.60
 
Risk-free interest rate (per annum)
   
0.15%
   
0.15%
 

During the three-month and nine-month period ended September 30, 2013, Series C Placement Agent Warrants has expired.  
 
 
 
10

 
Note 11 – Stockholders’ equity

The changes of each caption of stockholders’ equity for the nine-month period ended September 30, 2013 are as follows:
 
   
Series B Preferred Stock
 
Common Stock
             
Accumulated
 
 
 
   
Number
of Shares
 
Amount
 
Number
of Shares
 
Amount
 
Treasury Stock
 
Additional Paid-in
Capital
 
Retained
Earnings
 
Other
Comprehensive
Income
 
Total
Stockholders’ Equity
 
       
US$
     
US$
                     
Balance as of January 1, 2013
 
1,000,000
 
100
 
47,563,772
 
4,758
   
(92,694
)
 
72,583,910
 
177,208,492
   
14,658,258
   
264,362,824
 
Net income
 
-
 
-
 
-
 
-
   
-
   
-
 
76,319,034
   
-
   
76,319,034
 
Other comprehensive income
 
-
 
-
 
-
 
-
   
-
   
-
 
-
   
 5,408,011
   
 5,408,011
 
Vesting of unvested shares
 
-
 
-
 
305,000
 
31
   
-
   
(31
)
-
   
-
   
-
 
Stock based compensation
 
-
 
-
 
-
 
-
   
-
   
1,692,373
 
-
   
-
   
1,692,373
 
Balance as of September 30, 2013
 
1,000,000
 
100
 
47,868,772
 
4,789
   
(92,694
)
 
74,276,252
 
 253,527,526
   
20,066,269
   
 347,782,242
 


Note 12 – Stock based compensation

A summary of stock option activity is as follows:
 
   
Number of
Options
Outstanding
   
Weighted Average
Exercise Price
US$
 
Weighted Average
Remaining
Contractual Life
Years
 
Aggregate Intrinsic Value
US$
Outstanding as of December 31, 2012
   
148,500
     
8.01
       
Granted
   
 -
     
 -
       
Exercised
   
 -
     
 -
       
Forfeited
   
 -
     
 -
       
Vested
   
(148,500)
     
8.01
       
Outstanding as of September 30, 2013
   
-
     
-
 
6.86
 
-
Vested and expected to vest as of September 30, 2013
   
-
     
-
 
6.86
 
-
 
The Company recognized US$34,590 and US$83,744 of share-based compensation expense in general and administration expenses relating to stock options for the three-month periods ended September 30, 2013 and 2012, respectively, and US$127,215 and US$248,500 of share-based compensation expense in general and administration expenses relating to stock options for the nine-month periods ended September 30, 2013 and 2012, respectively. As of September 30, 2013, there was nil unrecognized compensation cost relating to stock options.
 
On May 8, 2013, the board of directors approved the grant of 26,361 nonvested shares to three independent directors, all of which vested on November 8, 2013.

On August 7, 2013, the Company's Board of Directors approved the grant of (i) 192,370 nonvested shares to certain executive officers and employees which vest on August 7, 2016; (ii) 674,205 nonvested shares to 17 consultants and two independent directors which vest on February 7, 2014.

 
 
11

 
A summary of the nonvested shares activity is as follows

 
Number of
Nonvested Shares
   
Weighted Average
Grant Date Fair Value
Per share
 
       
US$
 
Balance as of December 31, 2012
   
513,000
     
4.66
 
Granted
   
892,936
     
4.52
 
Vested
   
(285,000
)
   
4.82
 
Outstanding as of September 30, 2013
   
1,120,936
     
4.51
 

The Company recognized US$1,067,745 and US$417,364 of share-based compensation expense in general and administration expenses relating to nonvested shares for the three-month periods ended September 30, 2013 and 2012, respectively, and US$1,565,158 and US$558,921 of share-based compensation expense in general and administration expenses relating to nonvested shares for the nine-month periods ended September 30, 2013 and 2012, respectively. As of September 30, 2013, there was US$3,601,910 total unrecognized compensation cost relating to nonvested shares, which is to be recognized over a weighted average period of 1.11 years.
 
Note 13 - Earnings per share

Basic and diluted earnings per share are calculated as follows:

   
Three-Month Period Ended September 30,
   
Nine-Month Period Ended September 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
US$
   
US$
   
US$
   
US$
 
Numerator:
                               
Net income
   
41,061,566
     
25,272,649
     
76,319,034
     
68,607,784
 
Less: Dividends to Series C convertible preferred stockholders
   
-
     
(30)
     
-
     
(90)
 
Net income available to common stockholders
   
41,061,566
     
25,272,619
     
76,319,034
     
68,607,694
 
Less:
                               
Earnings allocated to participating Series C convertible preferred stock
   
-
     
(172)
     
-
     
(468)
 
Earnings allocated to participating Series D convertible preferred stock
   
 (10,168,194)
     
(6,326,835)
     
(19,000,909)
     
(17,225,253)
 
Earnings allocated to participating nonvested shares
   
 (493,187)
     
(139,195)
     
(583,257)
     
(196,695)
 
Net income for basic and dilutive earnings per share
   
 30,400,185
     
18,806,417
     
56,734,868
     
51,185,278
 
                                 
Denominator:
                               
Denominator for basic and diluted earnings per share
   
47,835,729
     
 47,559,750
     
47,774,447
     
47,544,408
 
                                 
Earnings per share:
                               
Basic and diluted
   
0.64
     
0.40
     
1.19
     
1.08
 
 
 
12

 

 
The following table summarizes potentially dilutive securities excluded from the calculation of diluted earnings per share for the three-month periods and nine-month periods ended September 30, 2013 and 2012 because their effects are anti-dilutive:
 
   
Three-Month
Period Ended September 30,
   
Nine-Month
Period Ended September 30,
 
   
2013
   
2012
   
2013
   
2012
 
                         
Shares issuable upon conversion of Series D convertible preferred stock
   
16,000,000
     
16,000,000
     
16,000,000
     
16,000,000
 
Shares issuable upon exercise of Series A investor warrant
   
1,320,696
     
1,320,696
     
1,320,696
     
1,320,696
 
Shares issuable upon exercise of Series A placement agent warrant
   
117,261
     
117,261
     
117,261
     
117,261
 
Shares issuable upon exercise of Series C placement agent warrant
   
-
     
166,667
     
-
     
166,667
 
Shares issuable upon exercise of stock options
   
-
     
148,500
     
-
     
148,500
 
 
 
Note 14 - Commitments and contingencies

(1)  
Lease commitments
 
Future minimum lease payments under non-cancellable operating leases agreements as of September 30, 2013 were as follows. 

   
US$
 
Period from October 1, 2013 to December 31, 2013
   
  369,223
 
Years ending December 31,
       
2014
   
  1,436,327
 
2015
   
  751,958
 
2016
   
247,013
 
2017
   
61,114
 
    2018 and thereafter      -  
 
Rental expenses incurred for operating leases of plant and equipment and office spaces were US$336,584 and US$214,243 for the three-month periods ended September 30, 2013 and 2012, and US$734,854 and US$511,738 for the nine-month periods ended September 30, 2013 and 2012, respectively. There are no step rent provisions, escalation clauses, capital improvement funding requirements, other lease concessions or contingent rent in the lease agreements. The Company has no legal or contractual asset retirement obligations at the end of leases. The company’s leases do not contain any contingent rent payments terms.
 
(2) 
Plant construction
 
Pursuant to the agreement with Harbin Shengtong Engineering Plastics Co. Ltd. (“Harbin Shengtong”), the Company has a remaining commitment of RMB207.4 million (equivalent to US$33.9 million) as of September 30, 2013, for the acquisition of the land use rights and a plant consisting of five workshops and a building (the “Project”) in Harbin upon completion in exchange for a total consideration of RMB470 million (approximately US$76.9 million) in cash. Harbin Shengtong is responsible to complete the construction of the plant and workshops according to the Company’s specifications.  Once the Project is fully completed and accepted by the Company, Harbin Shengtong shall transfer titles of various rights under the Project to the Company.  As of September 30, 2013, five workshops were completed and placed into the service by the Company.  The titles of the five workshops, the building and the related land use rights are expected to be transferred to the Company once the Project is completed in the fourth quarter of 2013.
 
On March 8, 2013, Xinda Holding (HK) Company Limited (“Xinda Holding (HK)”), a wholly owned subsidiary of the Company, entered into an Investment Agreement with Shunqing Government, pursuant to which Xinda Holding (HK) will invest RMB1.8 billion (equivalent to US$295 million) in property, plant and equipment and approximately RMB0.6 billion (equivalent to US$98 million) in working capital, for the Construction of Sichuan Plant.
 
(3)
Equipment acquisition

As of September 30, 2013, the Company has a commitment of RMB4,926,600 (equivalent to US$805,000) for the acquisition of equipment.


 
13

 


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We make forward-looking statements in this report, in other materials we file with the Securities and Exchange Commission (the “SEC”) or otherwise release to the public, and on our website. In addition, our senior management might make forward-looking statements orally to analysts, investors, the media and others. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings) and demand for our products and services, and other statements of our plans, beliefs, or expectations, including the statements contained in this Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” regarding our future plans, strategies and expectations are forward-looking statements. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You are cautioned not to place undue reliance on these forward-looking statements because these forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements. Thus, our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in: economic conditions generally and the automotive modified plastics market specifically, legislative or regulatory changes that affect our business, including changes in regulation, the availability of working capital, the introduction of competing products, and other risk factors described herein. These risks and uncertainties, together with the other risks described from time-to-time in reports and documents that we filed with the SEC should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Indeed, it is likely that some of our assumptions will prove to be incorrect. Our actual results and financial position will vary from those projected or implied in the forward-looking statements and the variances may be material. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Overview

China XD Plastics Company Limited (“China XD”, “we”, and the “Company”, and “us” or “our” shall be interpreted accordingly) is one of the leading specialty chemical companies engaged in the research, development, manufacture and sale of modified plastics primarily for automotive applications in China. Through our wholly-owned operating subsidiaries in China, we develop modified plastics using our proprietary technology, manufacture and sell our products primarily for use in the fabrication of automobile parts and components. We have 274 certifications from manufacturers in the automobile industry as of September 30, 2013. We are the only company certified as a National Enterprise Technology Center in modified plastics industry in Heilongjiang province. Our Research and Development (the “R&D”) team consists of 173 professionals including 14 consultants, of which two consultants are members of Chinese Academy of Engineering, and one consultant is the former chief scientist of Specialty Plastics Engineering Institute of Jilin University. As a result of the integration of our academic and technological expertise, we have a portfolio of 78 patents, one of which we have obtained the patent rights and the remaining 77 of which we have applications pending in China as of September 30, 2013.
 
Our products include seven categories: modified polypropylene (PP), modified engineering plastics, modified polyamides (PA), environmentally-friendly plastics, alloy plastics, polyether ether ketone (PEEK) and modified acrylonitrile butadiene styrene (ABS).  The Company's products are primarily used in the production of exterior and interior trim and functional components of more than 24 automobile brands and 80 automobile models manufactured in China, including Audi, Volkswagen, BMW, GM, Mazda, Toyota, Cherry, Geely and Hafei new energy vehicles. Our research center is dedicated to the research and development of modified plastics, and benefits from its cooperation with well-known scientists from prestigious universities in China. We operate three manufacturing bases in Harbin, Heilongjiang in the PRC, with the Construction of Sichuan Plant underway. As of September 30, 2013, we had approximately 390,000 metric tons of production capacity across 83 automatic production lines utilizing German twin-screw extruding systems, automatic weighing systems and Taiwan conveyer systems, including the newly launched three additional factory buildings with 30 production lines completed the trial-run in December 2012 and further expanded our annual capacity potential by approximately 135,000 metric tons to support our future growth in 2013 and beyond.
 
 
14

 
Highlights for the three months ended September 30, 2013 include:
 
 Revenue was $293.1 million, an increase of 79.5% from $163.3 million in the third quarter of 2012
 Gross profit was $65.7 million, an increase of 64.3% from $40.0 million in the third quarter of 2012
 Gross profit margin was 22.4%, compared to 24.5% in the third quarter of 2012
 Net income was $41.1 million, compared to $25.3 million in the third quarter of 2012
 Total volume shipped was 90,479 metric tons, up 46.9% from 61,589 metric tons in the third quarter of 2012
 
Results of Operations
 
The following table sets forth, for the periods indicated, statements of income data in thousands of USD:

 
(in millions, except  percentage)
 
  Three Months Ended
         
 
Nine Months Ended
     
   
 September 30,
   
Change
   
September 30,
   
Change
   
 2013
   
2012
   
%
   
2013
   
2012
   
%
Revenues
 
 293.1
   
  163.3
     
79.5
%
   
666.3
     
431.2
     
54.5
 %
Cost of revenues
 
 (227.4
)
 
  (123.3
)
   
84.4
%
   
(534.3
)
   
(324.7
)
   
64.6
Gross profit
 
 65.7
   
  40.0
     
64.3
%
   
132.0
     
106.5
     
23.9
%
Total operating expenses
 
 (9.7
 
  (8.5
)
   
14.1
%
   
(26.9
   
(20.4
)
   
31.9
%
Operating income
 
 55.9
   
  31.5
     
77.5
%
   
105.1
     
86.1
     
22.1
%
Interest income
 
 1.7
   
1.4
     
21.4
%    
4.2
     
3.8
     
10.5
%
Interest expense
 
(4.5
 
  (1.2
   
275.0
%
   
(10.8
)
   
(2.6
)
   
315.4
%
Income before income taxes
 
 54.3
   
  33.4
     
62.6
     
101.6
     
90.1
     
12.8
%
Income tax expense
 
 (13.2
 
  (8.1
   
63.0
%
   
(25.3
)
   
(21.5
)
   
17.7
%
Net income
 
 41.1
   
  25.3
     
62.5
%
   
76.3
     
68.6
     
11.2
%
 
Three Months Ended September 30, 2013 compared to three months ended September 30, 2012

Revenues

Revenues were US$293.1 million in the third quarter ended September 30, 2013, an increase of US$129.8 million, or 79.5%, compared to US$163.3 million in the same period of last year, due to approximately 46.9% increase in sales volume and 18.0% increase in the average RMB selling price of our products. The increase of sales volume was driven by the strong demand of modified plastics in the PRC market and higher penetration of our business in our existing markets supported by our additional 30 production lines which commenced production in December 2012, as well as the marketing efforts to develop new customers, in particular those in Eastern and Southwestern China. Such increase in demand was driven by increasing demand for middle and high-end automobiles by Chinese consumers, continuing substitution of imported modified plastics by domestic suppliers, as well as the increase of plastic content on the per-vehicle-basis in China. The increase of average RMB selling price was due to the shift of product mix towards higher-end products.

 
 
15

 
The following table summarizes the breakdown of revenues by product mix in millions of US$:
 
(in millions, except percentage)
 
Revenues
For the Three Months Ended September 30,
               
   
2013
   
2012
               
   
Amount
 
%
   
Amount
   
%
   
Change in Amount
     
Change in
%
Modified Polypropylene (PP)
 
76.2
 
26.0
%
   
80.1
   
49.0
%
   
(3.9
)
   
(4.9
)%
                                         
Engineering Plastics
 
74.5
 
25.4
%
   
32.9
   
20.1
%
   
41.6
     
126.4
%
                                         
Modified Polyamide (PA)
 
49.8
 
17.0
%
   
12.9
   
7.9
%
   
36.9
     
286.0
%
                                         
Environment Friendly Plastics
 
42.3
 
14.5
%
   
18.4
   
11.3
%
   
23.9
     
129.9
 %
                                         
Alloy Plastics
 
41.4
 
14.1
%
   
10.5
   
6.5
%
   
30.9
     
294.3
%
                                         
Modified Acrylonitrile Butadiene Styrene (ABS)
 
8.0
 
2.7
%
   
6.9
   
4.2
%
   
1.1
     
15.9
%
                                         
     Sub-total
 
292.2
 
99.7
%
   
161.7
   
99.0
%
   
130.5
     
80.7
%
                                         
After-sales Service
 
0.5
 
0.2
%
   
1.6
   
1.0
%
   
(1.1
)
   
(68.8
)%
Overseas trading
 
0.4
 
0.1
%
   
-
      -
%
   
0.4
     
-
%
                                         
Total Revenues
 
293.1
 
100
%
   
163.3
   
100
%
   
129.8
     
79.5
%

The reduction of after-sales service fee was due to the discounts given to our distributors as part of our marketing strategy to further penetrate our less-developed markets, especially in East China and Southwest China.
 
The following table summarizes the breakdown of metric tons (MT) by product mix:
 
(in MTs, except percentage)
   
Sales Volume
 For the Three Months Ended September  30,
               
     
2013
   
2012
               
     
MT
   
%
   
MT
     
%
   
Change in 
MT
     
Change in 
%
Modified Polypropylene (PP)
   
36,617
   
40.5
%
   
38,469
     
62.6
%
   
(1,852
)
   
(4.8
)%
                                               
Engineering Plastics
   
13,430
   
14.8
%
   
6,661
     
10.8
%
   
6,769
     
101.6
                                               
Modified Polyamide (PA)
   
9,795
   
10.8
%
   
2,737
     
4.4
%
   
7,058
     
257.9
%
                                               
Environment Friendly Plastics
   
18,012
   
19.9
%
   
8,140
     
13.2
%
   
9,872
     
121.3
%
                                               
Alloy Plastics
   
9,948
   
11.0
%
   
2,972
     
4.8
%
   
6,976
     
234.7
%
                                               
Modified Acrylonitrile Butadiene Styrene (ABS)
   
2,677
   
3.0
%
   
2,610
     
4.2
%
   
67
     
2.6
%
                                               
Total sales volume
   
90,479
   
100
%
   
61,589
     
100
%
   
28,890
     
46.9
%

The Company has shifted product mix from traditional Modified Polypropylene (PP) to higher-end products such as Modified Polyamide (PA), alloy plastics, Environmental Friendly Plastics, and Engineering Plastics, primarily due to (i) the increasing demand of advanced modified plastics in luxury automobile models in China, (ii) the stronger demand promoted by Chinese government for clean energy vehicles and (iii) stronger sales of higher-end cars made by automotive manufacturers from China and Germany, U.S. and Japanese joint ventures, which tend to use more and higher-end modified plastics in quantity per vehicle in China.

 
 
16

 
Gross Profit and Gross Profit Margin

   
Three-Month Period Ended September 30,
   
Change
 
(in millions, except percentage)
 
2013
   
2012
   
Amount
   
%
 
Gross Profit
 
$
65.7
   
$
40.0
   
$
25.7
     
64.3%
 
Gross Profit Margin
   
22.4%
     
24.5%
             
(2.1)%
 

Gross profit was US$65.7 million in the third quarter ended September 30, 2013 compared to US$40.0 million in the same period of 2012, representing an increase of 64.3%. Our gross margin decreased to 22.4% in the second quarter ended September 30, 2013 from 24.5% during the same quarter of 2012.
 
The decrease of gross profit margin was primarily due to:
 
(i)             The decrease of gross profit margin was primarily due to an average 6.5% discount on the listed prices for the three month period ended September 30, 2013 to distributors as part of our marketing initiatives to increase our market share in Eastern China and Southwestern China.  The discount is primarily aimed at further expanding into the Eastern China and Southwestern China market. As a result, revenues contribution from Eastern China and Southwest China grew to 32.4% and 3.2% of our total sales during the three-month period ended September 30 30, 2013 compared to 22.8% and nil in the same period of 2012, respectively. We plan to maintain such discount rate for the rest of 2013.

(ii)             The decrease of gross profit margin was also due to increase in shipping expenses to US$4.5 million in the three months ended September 30, 2013 from US$0.3 million in the three months ended September 30, 2012. We started bearing the shipping expenses, which is a part of our marketing tactic to grow market shares since the first quarter of 2013. Such arrangement is expected to continue in the future.
 
General and Administrative Expenses

   
Three-Month Period Ended September 30,
   
Change
 
(in millions, except percentage)
 
2013
   
2012
   
Amount
   
%
 
General and Administrative Expenses
 
$
4.4
   
$
3.0
   
$
1.4
     
46.7%
 
as a percentage of revenues
   
1.5%
 
   
1.8%
 
           
(0.3)%
 

General and administrative (G&A) expenses were US$4.4 million in the third quarter ended September 30, 2013 compared to US$3.0 million in the same period in 2012, representing an increase of 46.7%, or US$1.4 million, primarily due to the increase of share based compensation, taxation, office and traveling and transportation expense with the business expansion. On a percentage basis, G&A expenses in the third quarter of 2013 decreased to 1.5% of revenues from 1.8% in the second quarter of 2012.
 
Research and Development Expenses

   
Three–Month Period Ended September 30,
   
Change
 
(in millions, except percentage)
 
2013
   
2012
   
Amount
   
%
 
Research and Development Expenses
 
$
5.1
   
$
5.5
   
$
(0.4)
     
(7.3)%
 
as a percentage of revenues
   
1.7%
 
   
3.4%
 
           
(1.7)%
 

Research and development (“R&D”) expenses were US$5.1 million during the quarter ended September 30, 2013 compared with US$5.5 million during the same period in 2012, a decrease of US$0.4 million, or 7.3%. The decrease of our R&D expenses during this quarter was due to decreased expenses associated with the early conclusion of some research and development experiments after our R&D strategic review and we recalibrated our R&D efforts to target more longer-term but higher-end applications in fields such as aerospace, high-speed train, biological and medical. During the quarter ended September 30, 2013, the Company successfully launched 11new automobile manufacturers certified products (“AMCP”), which increased its total number of AMCP to 274. As of September 30, 2013, the Company had 75 products in the process of being certified by automotive and non-automotive manufacturers.
 
We expect to complete and realize economic benefits on approximately 25% of the projects in the near term. The remaining projects are expected to be carried out for a longer period. The majority of the projects are in the field of modified plastics in automotive applications and the rest are in advanced fields such as ships, airplanes, high-speed rail and medical devices.

 
17

 
Operating Income

Total operating income was US$55.9 million in the third quarter ended September 30, 2013 compared to US$31.5 million in the same period of 2012, representing an increase of 77.8% or US$24.5 million. This increase is primarily due to higher gross profit, partially offset by higher G&A expenses.
 
Interest Income (Expenses)
 
   
Three-Month Ended September 30,
   
Change
 
(in millions, except percentage)
 
2013
   
2012
   
Amount
   
%
 
Interest Income
 
$
1.7
   
$
1.4
   
$
0.3
     
21.4%
 
Interest Expenses
   
(4.5)
     
(1.2)
     
(3.3)
     
275.0%
 
Net Interest Income (Expenses)
 
$
(2.8)
   
$
0.2
   
$
(3.0)
     
(1,500.0)%
 
as a percentage of revenues
   
(1.0)%
     
0.1%
             
(1.1)%
 

Net interest expense was US$2.8 million for the three-month period ended September 30, 2013, compared to net interest income of US$0.2 million in the same period of 2012, primarily due to increase of short-term loans to meet the need of our future capacity expansion in Southwest China. The average loan balance for the three months ended September 30, 2013 was US$63.6 million as compared to US$12.6 million as of that of the prior year, leading to US$3.3 million more interest expense.
 
Income Taxes

   
Three–Month Period Ended September 30,
   
Change
 
(in millions, except percentage)
 
2013
   
2012
   
Amount
   
%
 
Income before Income Taxes
 
$
54.3
   
$
33.4
   
$
20.9
     
62.6%
 
Income Tax Expense
   
(13.2
   
(8.1
   
(5.1
   
63.0%
 
Effective income tax rate
   
 24.4%
 
   
24.3%
 
           
0.1%
 

The effective income tax rates for the three-month periods ended September 30, 2013 and 2012 were 24.4% and 24.3%, respectively. The effective income tax rate for the three-month period ended September 30, 2013 differs from the PRC statutory income tax rate of 25% primarily due to the tax rate different for Sichuan Xinda and partially offsetting by the increase of valuation allowance against deferred income tax assets. 
 
Our PRC subsidiaries have US$280.5 million of cash and cash equivalents, restricted cash and time deposits as of September 30, 2013, which is planned to be indefinitely reinvested in the PRC. The distributions from our PRC subsidiaries are subject to the U.S. federal income tax at 34%, less any applicable foreign tax credits. Due to our policy of indefinitely reinvesting our earnings in our PRC business, we have not provided for deferred income tax liabilities on undistributed earnings of our PRC subsidiaries.
 
Net Income

As a result of the above factors, we had a net income of US$41.1 million in the third quarter of 2013 compared to net income of US$25.3 million in the same quarter of 2012.

Nine Months Ended September 30, 2013 compared to nine months ended September 30, 2012

Revenues

Revenues were US$666.3 million for the nine months ended September 30, 2013, an increase of US$235.1 million, or 54.5%, compared to US$431.2 million in the same period of last year, due to approximately 37.4% increase in sales volume and 9.5% increase in the average RMB selling price of our products. The increase of sales volume was driven by the strong demand of modified plastics in the PRC market and higher penetration of our business in our existing markets supported by our additional 30 production lines which commenced production in December 2012, as well as the marketing efforts to develop new customers, in particular those in Eastern and Southwestern China. Such increase in demand was driven by increasing demand for middle and high-end automobiles by Chinese consumers, continuing substitution of imported modified plastics by domestic suppliers, as well as the increase of plastic content on the per-vehicle-basis in China. The increase of average RMB selling price was due to the shift of product mix towards higher-end products.
 
 
18

 
Product Mix
 
The following table summarizes the breakdown of revenues by product mix in millions of US$:
 
(in millions, except percentage)
 
Revenues
 For the Nine Months Ended September 30,
       
   
2013
 
2012
       
   
Amount
   
%
 
Amount
   
%
 
Change in
Amount
 
Change in
%
Modified Polypropylene (PP)
 
194.5
   
 29.2%
 
216.1
   
50.2%
 
(21.6)
 
(10.0)%