10-Q 1 v326188_10q.htm FORM 10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

(Mark One)

 

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2012

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number: 001-32503

 

TELESTONE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   84-1111224
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification No.)

 

Floor 10, China Ruida Plaza

No. 74 Lugu Road

Shi Jingshan District

Beijing, People’s Republic of China 100040

(Address of Principal Executive Offices)

 

(86 10) 6860-8335

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark 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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least 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 ¨

 

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 ¨   Accelerated filer ¨   Non-accelerated filer ¨   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 ¨ No x

 

As of November 19, 2012, 12,333,264 shares of the Issuer’s $0.001 par value common stock were outstanding.

 

 
 

 

TELESTONE TECHNOLOGIES CORPORATION

 

INDEX

  Page
   
PART I. FINANCIAL INFORMATION 3
   
Item 1. Condensed Financial Statements. 3
   
Condensed Consolidated Statements of Operations and Other Comprehensive Income, for the three months and nine months ended September 30, 2012  and 2011 (unaudited) 3
   
Condensed Consolidated Balance Sheets, as of Septmeber 30 (unaudited), 2012 and December 31, 2011 4
   
Condensed Consolidated Statements of Cash Flows, for the nine months ended September 30, 2012 and 2011 (unaudited) 5
   
Notes to Condensed Consolidated Financial Statements (unaudited) 6
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 25
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 39
   
Item 4. Controls and Procedures. 39
   
PART II. OTHER INFORMATION 40
   
Item 1. Legal Proceedings. 40
Item 1A. Risk Factors. 40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 40
Item 3. Defaults Upon Senior Securities. 40
Item 4. Mine Safety Disclosures. 40
Item 5. Other Information. 40
Item 6. Exhibits. 40

 

Except as otherwise indicated by the context, references in this Form 10-Q to:

 

“TSTC,” the “Company,” “we,” “our,” or “us” are references to Telestone Technologies Corporation

“U.S. Dollar,” “$” and “US$” mean the legal currency of the United States of America.

“RMB” means Renminbi, the legal currency of China.

“China” or the “PRC” are references to the People’s Republic of China.

“U.S.” is a reference to the United States of America.

“SEC” is a reference to the Securities & Exchange Commission of the United States of America.

 

 

2 of 41
 

 

Telestone Technologies Corporation

 

Condensed Consolidated Statements of Operations and Other Comprehensive Income

Nine months ended September 30, 2012 and 2011 

 

 

             
   Three months ended September 30,  Nine months ended September 30,
   2012  2011  2012  2011
Note US$’000  US$’000  US$’000  US$’000
  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
Operating revenues:            
Net sales of equipment   5,889    11,443    15,373    27,269 
Service income   11,508    18,167    36,993    41,150 
                     
Total operating revenues   17,397    29,610    52,366    68,419 
                     
Cost of operating revenues:                    
Cost of net sales   3,466    6,475    9,128    15,611 
Cost of service   7,106    10,256    23,253    22,697 
                     
Total cost of operating revenues   10,572    16,731    32,381    38,308 
                     
Gross profit   6,825    12,879    19,985    30,111 
                     
Operating expenses:                    
Sales and marketing   2,754    3,552    9,403    8,709 
General and administrative   16,616    1,988    21,744    5,353 
Research and development   483    510    1,513    1,378 
Depreciation and amortization   190    118    583    340 
                     
Total operating expenses   20,043    6,168    33,243    15,780 
                     
Operating (loss)/income   (13,218)   6,711    (13,258)   14,331 
Interest expense   (328)   (394)   (858)   (730)
Other income, net   425    108    709    432 
                     
(Loss)/Income before income taxes   (13,121)   6,425    (13,407)   14,033 
Income taxes   73    (1,182)   (464)   (2,647)
                     
Net (loss)/income   (13,048)   5,243    (13,871)   11,386 
                     
Net income attributable to non-controlling interests   (11)        (23)     
                     
Net (loss)/income attributable to Telestone Technologies Corporation common stockholders   (13,059)   5,243    (13,894)   11,386 
                     
Other comprehensive income                    
Foreign currency translation adjustment   (261)    804    483    2,715 
                     
Total comprehensive (loss)/income attributable to Telestone Technologies Corporation common stockholders   (13,320)   6,047    (13,411)   14,101 
                     
(Loss)/Earnings per share:3                  
                     
Weighted average number of common stock outstanding                   
Basic   14,133,264    12,333,264    14,133,264    12,333,264 
Effect of dilutive warrants and stock options       4,947        10,448 
                     
Diluted   14,133,264    12,338,211    14,133,264    12,343,712 
   US$    US$    US$    US$   
Net (loss)/income per share of common stock                    
Basic   (0.92)   0.43    (0.98)   0.92 
Diluted   (0.92)   0.42    (0.98)   0.92 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

  

3 of 41
 

 

Telestone Technologies Corporation

 

Condensed Consolidated Balance Sheets

As of September 30, 2012 and December 31, 2011

 

  

  

  

          As of
September 30,
    As of
 December 31,
 
         2012    2011 
ASSETS   Note    US$’000    US$’000 
         (Unaudited)      
Current assets:               
Cash and cash equivalents        9,324    18,850 
Accounts receivable, net of allowance   5    243,913    251,460 
Due from related parties   14    1,540    1,534 
Inventories, net of allowance   10    10,151    6,755 
Prepayments        1,964    2,351 
Other current assets        4,510    2,797 
                
Total current assets        271,402    283,747 
                
Goodwill   6    4,268    4,268 
Property, plant and equipment, net   7    11,252    9,264 
Lease prepayment   8    2,540    2,571 
                
         18,060    16,103 
                
Total assets        289,462    299,850 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY               
                
Current liabilities:               
Short-term bank loans   9 & 14    11,606    14,941 
Accounts payable – Trade        52,231    46,450 
Service cost payable        39,589    35,254 
Customer deposits for sales of equipment        2,515    2,684 
Due to related parties   14    1,838    1,831 
Income tax payable        19,042    18,695 
Accrued expenses and other accrued liabilities        32,393    37,229 
                
Total current liabilities        159,214    157,084 
                
Commitments and contingencies   15           
                
Stockholders’ equity:               
Preferred stock, US$0.001 par value, 10,000,000 shares
authorized, no shares issued
             
Common stock and paid-in-capital, US$0.001 par value:
Authorized – 100,000,000 shares as of September 30, 2012
and December 31, 2011
               
Issued and outstanding – 12,333,264 shares as of September 30, 2012 and December 31, 2011, respectively   13    12    12 
Additional paid-in capital        49,580    50,148 
Dedicated reserves        6,871    6,871 
Other comprehensive income        12,812    12,329 
Retained earnings        59,513    73,406 
                
Total Telestone Technologies Corporation stockholder’s equity        128,788    142,766 
                
Non-controlling interests        1,460     
                
Total equity        130,248    142,766 
                
Total liabilities and stockholders’ equity        289,462    299,850 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

4 of 41
 

 

Telestone Technologies Corporation

 

Condensed Consolidated Statements of Cash Flows

Nine months ended September 30, 2012 and 2011


 

 

    Nine months ended September 30,
    2012   2011
      US$’000       US$’000  
      (Unaudited)       (Unaudited)  
Cash flows from operating activities                
Net (loss)/income     (13,871 )     11,386  
Adjustments to reconcile net income to net cash used in operating activities:                
   Depreciation and amortization     583       340  
Loss on disposal of property, plant and equipment     4       3  
Provision for slow-moving and obsolete inventories     428        
Provision for doubtful debt     16,089       411  
Stock-based compensation     475       1,356  
Changes in assets and liabilities:                
   Accounts receivable     (7,535 )     (25,182 )
   Inventories     (3,797 )     (3,070 )
   Prepayments     395       93  
   Other current assets     (1,700 )     (2,643 )
   Accounts payable     5,594       284  
Customer deposits for sales of equipment     (180 )     189  
Due to related parties     -       (1,916 )
   Income tax payable     272       2,451  
   Service cost payable, accrued expenses and other accrued liabilities     (2,839 )     (1,141 )
                 
Net cash used in operating activities     (6,082 )     (17,439 )
                 
Cash flows from investing activities                
Proceeds from disposal of property, plant and equipment     8        
Purchase of property, plant and equipment     (459 )     (2,461 )
                 
Net cash used in investing activities     (451 )     (2,461 )
                 
Cash flows from financing activities                
Capital injection by non-controlling interests     395        
Repayment of short-term bank loans     (8,842 )     (7,029 )
Short-term bank loans raised     5,448       10,044  
                 
Net cash (used in) from financing activities     (2,999 )     3,015  
                 
Net decrease in cash and cash equivalents     (9,532 )     (16,885 )
                 
Cash and cash equivalents, beginning of the period     18,850       31,020  
                 
Effect on exchange rate changes     6       183  
                 
Cash and cash equivalents, end of the period     9,324       14,318  
                 
Supplemental disclosure of cash flow information                
Interest received     65       30  
Interest paid     (722 )     (525 )
Tax paid     (191 )     (194 )

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

5 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

1.ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Telestone Technologies Corporation (“TSTC”), formerly known as Milestone Capital, Inc., was organized under the laws of the State of Colorado in February 1987 under the name Shield Enterprises, Inc. In August 2004, TSTC reincorporated in the State of Delaware under the name Telestone Technologies Corporation.

 

Success Million International Limited ("SMI"), a company established in the Hong Kong Special Administrative Region of the People's Republic of China (the "PRC") on August 23, 2004, is a wholly owned subsidiary of TSTC and had no business operations since incorporation. Beijing Telestone Technology Company Limited ("Beijing Telestone"), a wholly-owned subsidiary of SMI established in Beijing, the PRC with an operating period until April 12, 2024, is engaged in the business of design, development, installation and trading of wireless telecommunication coverage system equipment.

  

Beijing Telestone Wireless Telecommunication Company Limited (“BTWTC”)(note), a company established in Beijing, the PRC with tenure of 20 years from September 17, 2005 to September 16, 2025 for provision of wireless telecommunication networking and system integration services, is owned by certain key management personnel of TSTC (the “Owners”). Contractual agreements have been entered into between the Owners and Beijing Telestone so as to give effect that Beijing Telestone is the beneficial owner of BTWTC. Beijing Telestone does not hold the ownership interests in BTWTC directly because Beijing Telestone is considered as a foreign entity under the PRC laws. Due to the restrictions on foreign ownership to provide and engage in certain wireless telecommunication networking services in the PRC, Beijing Telestone, through loans to the Owners, established BTWTC with a view to conduct such operations without violating the relevant PRC rules and regulations. As a result of the above contractual arrangement, Beijing Telestone has obtained control and interest over BTWTC. Beijing Telestone is considered as the primary beneficiary of BTWTC and therefore BTWTC is considered as a variable interest entity (“VIE”) of Beijing Telestone so that the financial statements of BTWTC are consolidated into the financial statements of Beijing Telestone for all periods presented in accordance with ASC Topic 810 – Consolidation (ASC 810).

 

In December 2011 and March 2012, Beijing Telestone contributed RMB10,000,000 and RMB40,000,000 to the registered capital of BTWTC respectively, which made Beijing Telestone one of the direct owners of BTWTC. The capital contribution is intended to be temporary and the capital contributed by Beijing Telestone was transferred to the Owners in April 2012. Management, having consulted the legal counsel in the PRC, is of the opinion that such temporary shareholding structure would not have any significant impact on the business and operations of BTWTC.

 

During the period, BTWTC has applied for a project management fund from the local government. On April 20, 2012, Zhongguancun Development Group (“Zhongguancun”) entered into a Capital Injection Agreement (the “Agreement”) with BTWTC and its owners. Pursuant to the Agreement, Zhongguancun agreed to contribute additional capital of RMB15,000,000 to BTWTC by several installments. Zhongguancun has injected the first installment of the additional capital of RMB2,500,000 to BTWTC and the relevant registration procedures were completed on June 4, 2012. After the completion of the above-mentioned capital injection, Zhongguancun owns 4% of the paid-in capital of BTWTC and is considered to be the non-controlling interest in the Company as at September 30, 2012. The difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration received of RMB6.6 million, equivalent to approximately US$1.0 million, is recognized in additional paid-in capital attributed to the owners of parent.

 

6 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

1.ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)

 

On July 5, 2007, BTWTC, Shandong Guolian Telecommunication Technology Limited (“Guolian”)(note) and owners of Guolian entered into a Share Transfer Agreement (the “Agreement”). Under the Agreement, 100% equity ownership interests in Guolian and its wholly owned subsidiary, Pan-pacific Telecommunication Company Limited (“Pan-pacific”)(note), had been transferred by the owners of Guolian to BTWTC. Guolian and Pan-pacific were established in Jinan, Shandong Province, the PRC on February 9, 1999 and October 22, 1999 respectively. The principal business activities of Guolian and Pan-pacific are design, development, production and installation and trading of wireless telecommunication coverage system equipment.

 

On October 8, 2007, BTWTC established a wholly-owned subsidiary company, Beijing Telestone Communication Technology Company Limited (“BTCTC”)(note), with operating period of 20 years until October 7, 2027. The principal activity of BTCTC is developing and managing the business operations of the Company outside the PRC.

 

On December 14, 2009, Beijing Telestone established a wholly-owned subsidiary, Guan Telestone Telecommunication Technologies Company Limited (“Guan Telestone”)(note) in Guan, Hebei Province, the PRC with operating period of 20 years until December 13, 2029. Guan Telestone has been inactive since its incorporation and management plans to develop a research and development center and a manufacturing plant of telecommunication equipment in Guan County through Guan Telestone. Currently, Guan Telestone holds a land use right in Guan County for future development.

 

On October 25, 2010, Beijing Telestone and BTWTC established a wholly-owned subsidiary, Guan Bopu Network Equipment Company Limited (“Guan Bopu”) (note) in Guan, Hebei Province, the PRC with operating period of 20 years until October 24, 2030. Guan Bopu is engaged in the trading of wireless telecommunication equipment.

 

On November 7, 2011, BTWTC and the owners of Sichuan Ruideng Telecom Corporation (“SRTC”) entered into a definitive agreement. Under the agreement, 100% equity ownership interests in SRTC have been transferred by the owners of SRTC to BTWTC in exchange of a cash consideration of $2 million and 1.8 million restricted common shares of TSTC. The acquisition was completed on December 30, 2011. SRTC was founded in 1993 and based in Chengdu, Sichuan Province, the PRC. It develops and provides telecommunication local access networks and system-integration services mainly in Sichuan, Yunnan, Guizhou, Hubei and Qinghai provinces.

 

In this report, TSTC, SMI, Beijing Telestone, BTWTC, Guolian, Pan-pacific, BTCTC, Guan Telestone, Guan Bopu and SRTC are collectively referred to as the “Company”.

 

Note:These are direct translations of names in Chinese for identification purposes only and are not the official names in English.

 

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Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

These unaudited condensed consolidated financial statements have been prepared based upon Securities and Exchange Commission ("SEC") rules that permit reduced disclosure for interim periods and include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the financial position, results of operations and cash flows as of September 30, 2012 and for all periods presented.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("USA") have been condensed or omitted. The balance sheet as of December 31, 2011 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Form-10K for the year ended December 31, 2011 filed on March 30, 2012. The results of operations for the three-month and nine-month periods ended September 30, 2012 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2012.

 

The unaudited condensed consolidated financial statements and accompanying notes are presented in United States dollars and prepared in accordance with generally accepted accounting principles in the USA ("USGAAP") which requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Basis of consolidation

 

The unaudited condensed consolidated financial statements include the accounts of TSTC, its subsidiaries and a VIE. All significant intercompany accounts and transactions have been eliminated upon consolidation.

 

Revenue recognition

 

Net sales of equipment represent the contracted value of goods, net of value-added tax (“VAT”) and returns. The Company generally recognizes product revenue when persuasive evidence of an arrangement exists, delivery occurs, equipment is received and accepted by the customer, the fee is fixed or determinable, and collectibility is probable. Service revenue is recognized when the service is performed and accepted by the customer. The Company has a policy of including handling costs incurred for finished goods, which are not significant, in the sales and marketing expenses.

 

The Company provides installation services for certain sales of equipment under fixed-price contracts. Revenues from these fixed-price service contracts are recognized on the completed-contract method. Under the completed-contract method, revenue and costs of individual contracts are included in operations in the year during which they are completed. Losses expected to be incurred on contracts in progress are recognized in the period such losses are determined. This method is used because the contract is completed within a short period of time, and the financial position and results of operations do not vary significantly from those that would result from using the percentage-of-completion method. A contract is considered completed upon completion of all essential contract work and the installation has been accepted by the customer.

 

8 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Income taxes

 

Income tax expense is computed based on pre-tax income included in the consolidated statement of operations. Income taxes have been provided, using the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases assets and liabilities and their reported amounts. The tax consequences of those differences are classified as current or non-current based upon the classification of the related assets or liabilities in the consolidated financial statements.

 

Allowance for doubtful accounts

 

Accounts receivable are stated at the amount billed to customers. The Company recognizes an allowance for doubtful accounts to ensure trade and other receivables are not overstated due to uncollectibility. The Company’s estimate is based on a variety of factors, including historical collection experience, existing economic conditions and a review of the current status of the receivable.

 

3.(LOSS) EARNINGS PER SHARE

 

The Company reports (loss) earnings per share in accordance with ASC Topic 260 – Earnings Per Share (ASC 260). ASC 260 requires presentation of basic and diluted (loss) earnings per share in conjunction with the disclosure of the methodology used in computing such (loss) earnings per share.

 

Basic (loss) earnings per share is computed based upon the weighted average number of shares of common stock outstanding during each period presented, which has been adjusted for the shares of restricted common stock that the Company was obliged to issue as of the balance sheet date (see note 13).

 

Diluted (loss) earnings per share is computed based on net income attributable to Telestone Technologies Corporation common stockholders and the weighted average number of shares of common stock outstanding during each period presented, adjusted for the effect of the dilutive common stock equivalents outstanding during the periods presented.

 

The dilutive effect of warrants and stock options to purchase common stock outstanding during the three-month and nine-month periods ended September 30, 2012 and 2011 is reflected in the calculation of diluted (loss) earnings per share by applying the treasury stock method. Any anti-dilutive effect of the warrants and stock options is excluded from calculation of the (loss) earnings per share.

 

9 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

3.(LOSS) EARNINGS PER SHARE (CONTINUED)

 

For the three-month and nine-month periods ended September 30, 2011, 40,000 shares of warrants are dilutive and included in the weighted-average number of common stock outstanding for calculation of diluted earnings per share while another 40,000 shares of warrants are anti-dilutive. For the three-month and nine-month periods ended September 30, 2012, 80,000 shares of warrants are anti-dilutive.

 

The outstanding stock option of 498,135 shares and 601,663 shares for the periods ended September 30, 2012 and September 30, 2011 are anti-dilutive.

 

4.OPERATING RISK

 

(a)Concentration of major customers and suppliers

 

   Nine months ended
September 30,
 
   2012   2011 
    US$’000    US$’000 
    (Unaudited)    (Unaudited) 
Major customers with revenues of more than 10% of the Company’s total operating revenues          
       Revenues from major customers   40,237    58,818 
       Percentage of operating revenues   77%   86%
       Number   2    2 
           
Major suppliers with purchases of more than 10% of the Company’s purchases          
       Purchases from major suppliers   5,638    7,008 
       Percentage of purchases   44%   37%
       Number   3    2 

 

 

Accounts receivable related to the Company’s major customers comprised 85% and 88% of the total accounts receivables as of September 30, 2012 and December 31, 2011 respectively.

 

Credit risk represents the accounting loss that would be recognized at the reporting date if counter parties failed to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) arise from financial economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The major concentrations of credit risk arise from the Company’s accounts receivable. Even though the Company has major concentrations, it does not consider itself exposed to significant risk with regards to the related receivables.

 

10 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

4.OPERATING RISK (CONTINUED)

 

(b)Country risks

 

The Company may also be exposed to the risks as a result of its principal operation being primarily in the PRC. These include risks associated with, among others, the political, economic and legal environmental and foreign currency exchange. The Company’s results may be adversely affected by change in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. The Company’s management does not believe these risks to be significant. There can be no assurance, however, those changes in political and other conditions will not result in any adverse impact.

 

(c)Cash and time deposits

 

The Company mainly maintains its cash balances with various banks located in the PRC. In common with local practice, such amounts are not insured or otherwise protected should the financial institutions be unable to meet their liabilities. There has been no history of credit losses. There are neither material commitment fees nor compensating balance requirements for any outstanding loans of the Company.

 

5.ACCOUNTS RECEIVABLE

 

    As of
September 30,
2012
    

As of
December 31,
2011

 
    US$’000    US$’000 
    (Unaudited)      
           
Completed contracts   268,412    250,425 
Retentions   7,922    17,354 
           
    276,334    267,779 
Allowance for doubtful accounts   (32,421)    (16,319)
           
    243,913    251,460 

 

 Of the retentions balance as of September 30, 2012 and December 31, 2011, approximately US$439,000 and US$633,000 respectively are due to be paid by the debtors after one year.

 

6.GOODWILL

 

Goodwill was arisen from the acquisition of Guolian and Pan-pacific by BTWTC on July 5, 2008 and the acquisition of SRTC by Beijing Telestone on December 30, 2011. The amount represented the excess of the purchase cost over the fair value of identifiable net assets acquired at acquisition date. Goodwill is tested at least annually for impairment in accordance with ASC Topic 350 – IntangiblesGoodwill and other.

 

11 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

7.PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment are summarized as follows:

 

   Estimated
useful life
   As of
September 30,
2012
   As of
December 31,
2011
 
   (in years)   US$’000   US$’000 
       (Unaudited)     
             
Buildings   30    337    336 
Leasehold improvement   5    214    174 
Plant and machinery   5    2,623    2,264 
Office equipment   5    2,140    2,177 
Motor vehicles   5    2,040    1,984 
Construction in progress   N/A    8,873    6,730 
                
         16,227    13,665 
Accumulated depreciation        (4,975)   (4,401)
                
         11,252    9,264 

 

 

Construction-in-progress consists of factories and office buildings under construction and includes the costs of construction incurred during the period of construction or installation. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use.

 

8.LEASE PREPAYMENTS, NET

 

   As of
September 30,
2012
   As of
December 31,
2011
 
   US$’000   US$’000 
   (Unaudited)     
         
Prepaid land use rights   2,689    2,676 
Accumulated amortization   (149)   (105)
           
    2,540    2,571 
           

Lease prepayment as of September 30, 2012 and December 31, 2011 represented the land use rights for a piece of land located in Guan County, Hebei Province, the PRC. The land use rights will expire in 2059.

 

The prepaid land use rights were pledged to a bank in the PRC as collateral for short-term bank loans as at December 31, 2011 (Note 9).

 

 

 

12 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

9.SHORT-TERM BANK LOANS

 

As of September 30, 2012 and December 31, 2011, the balance included bank loans of RMB73.5 million and RMB 95 million respectively, equivalent to approximately US$11.61 million and US$14.94 million respectively, which bear interest to be charged quarterly at the standard short-term borrowing rate as stipulated by the People’s Bank of China on the date of the first withdrawal. The loans are wholly repayable within one year and secured by guarantees provided by a third party guaranty company.

 

The guarantee provided by the independent guaranty company is secured by the following:

 

(a)Accounts receivable of the Company with an aggregate carrying value as of September 30, 2012 and December 31, 2011 amounting to RMB101.1 million and RMB235.7 million respectively, equivalent to approximately US$16 million and US$37 million respectively;

 

(b)2,000,000 restricted shares of TSTC held by Mr. Daqing Han, TSTC Chairman and Chief Executive Officer, as at September 30, 2012;

 

(c)Personal guarantee provided by Mr. Daqing Han; and

 

(d)Land use right of the Company with a carrying value as of December 31, 2011 amounting to RMB16.4 million, equivalent to approximately US$2.59 million.

 

10.INVENTORIES

 

Inventories consisted of the following:

 

   As of
September 30,
2012
   As of
December 31,
2011
 
   US$’000   US$’000 
   (Unaudited)     
           
Raw materials   1    1 
Finished goods and parts   11,049    7,223 
           
    11,050    7,224 
Provision for slow-moving and obsolete items   (899)   (469)
           
    10,151    6,755 

 

 

13 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

11.INCOME TAXES

 

TSTC and its subsidiaries are subject to income taxes on an entity basis on income arising in or derived from the tax jurisdictions in which each entity is domiciled.

 

TSTC had net operating losses carried forward for income tax reporting purposes that might be offset against future taxable income. The use of these net operating losses carried forward is severely limited when TSTC experiences a change in control. Therefore, following the re-capitalization in August 2005, the amount available to offset future taxable income is limited. No tax benefit has been reported in the financial statements, because TSTC believes that it is more likely than not that the tax loss carry-forward will finally expire and therefore cannot be used. Accordingly, the potential tax benefits of the loss carry-forward are offset by a valuation allowance of the same amount.

 

No provision for withholding or United States federal or state income taxes or tax benefits on the undistributed earnings and/or losses of the Company's subsidiaries has been made as the earnings of these subsidiaries, in the opinion of the management, will be reinvested indefinitely.

 

The Company’s income is principally generated in the PRC by Beijing Telestone, BTWTC, BTCTC, Guan Telestone, Guolian and Pan-pacific. All these entities are subject to enterprise income tax (“EIT”) in the PRC at the following applicable rates:

 

Unified EIT rate 25%      
Small scale / low profit enterprises 20%      
High / new technology enterprises (“Hi-tech enterprises”) 15%      

 

 

Beijing Telestone and BTWTC, are qualified as Hi-tech enterprises under the current Enterprise Income Tax Law in the PRC, enjoying the preferential tax rate of 15% in the PRC for a three-year period commencing from 2011 and 2009 respectively. BTWTC is applying for extension of grace period commencing from 2012 to enjoy the preferential tax rate. All other entities are subject to the unified tax rate of 25% for the nine-month and three-month periods ended September 30, 2012 and 2011.

 

Income tax expenses, comprising EIT, have been provided at the applicable rates on the respective subsidiaries’ / VIE’s estimated assessable income arising in the PRC during the periods.

 

12.SEGMENT INFORMATION

 

During the nine-month and three-month periods ended September 30, 2012 and 2011, all revenues of the Company are from its network installation and optimization services and trading of wireless telecommunication equipment. No financial information by business segment is presented.

 

As the Company operates mainly in the PRC and over 99% of its revenue during the nine-month periods ended September 30, 2012 and 2011 are from the PRC and almost all of the Company’s assets are located in the PRC, no geographical segment analysis is presented.

 

14 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

13.COMMON STOCK

 

TSTC had 12,333,264 shares of issued and outstanding common stock as of September 30, 2012 and December 31, 2011.

 

On December 31, 2010, the Board of Directors of TSTC approved a grant of 100,000 shares of restricted common stock with two years restriction for sale to certain senior officers of the Company as incentive compensation for their services rendered in previous years in improving the business result of the Company and their contribution to the success of the Company and these shares were issued on August 8, 2011.

 

As of September 30, 2012, the Company was obliged to issue 1,800,000 shares of restricted common stock of TSTC as part of the consideration for the acquisition of SRTC on December 30, 2011 (see note 1).

 

14.RELATED PARTY TRANSACTIONS

 Summary of related party transactions

 

    Note    As of
September 30,
2012
   As of
December 31,
2011
         US$’000   US$’000
         (Unaudited)    
              
Due from related parties             
Ex-stockholders of SMI/Guolian   b    1,540   1,534
           
Due to related parties          
Directors   a    250   249
Ex-stockholders of Beijing Telestone/Guolian   b    1,588   1,582
           
         1,838   1,831
           
Guarantor of short term loan               
A director   9    11,606   14,941
                

 

Note:

 

(a)The amounts due to directors represent unsecured advances made to / from those parties from time to time. These amounts are interest-free and repayable on demand.

 

15 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

14.RELATED PARTY TRANSACTIONS (CONTINUED)

 

Note: (continued)

 

(b)The amounts due to ex-stockholders of Beijing Telestone represented the consideration arising from the consummation of the business combination. The ex-stockholders of SMI had represented that they had fully settled the amount with the ex-stockholders of Beijing Telestone and also undertaken to fully indemnify SMI against any claims from the ex-stockholders of Beijing Telestone. However, an ex-stockholder of Beijing Telestone has initiated a lawsuit against SMI alleging that the consideration amount has not been settled. The court hearing commenced on May 10, 2006 and finalized on December 19, 2006. A verdict has been issued by the Second Intermediate People’s Court of Beijing (“北京市第二中級人民法院”) and announced that SMI and Beijing Telestone are not required to compensate the ex-stockholder of SMI. On October 23, 2007, another verdict was issued by the High People’s Court of Beijing (“北京市高級人民法院”) announcing that the verdict from the Second Intermediate People’s Court of Beijing was upheld and SMI was not required to compensate the ex-shareholder.

 

15.COMMITMENTS AND CONTINGENCIES

 

(a)Capital commitments

 

As of September 30, 2012, the Company had outstanding capital expenditure commitments on construction contracts of approximately RMB9.37 million, equivalent to approximate US$1.48 million.

 

(b)Operating lease commitments

 

The following table summarizes the approximate future minimum rental payments under non-cancelable operating leases in effect as of September 30, 2012:

 

    As of
September 30,
2012
 
    US$’000 
 For the period ending December 31,      
 2012    472 
 2013    1,217 
 2014    173 
 2015    66 
 2016    50 
        
 Total    1,978 

 

 

16 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

15.COMMITMENTS AND CONTINGENCIES (CONTINUED)

 

(c)Contingencies

 

The Company recognizes its revenue upon the completion of contracts and has made full tax provision in accordance with relevant national and local laws and regulations of the PRC. A contract is considered as completed upon completion of all essential contract work and the installation has been accepted by the customer. It is the common practice in the PRC that invoices are not issued to customers until payments are received. The Company follows the practice of reporting its revenue for PRC tax purposes when invoices are issued. All unbilled revenue will become taxable when invoices are issued. For PRC tax reporting purpose, the PRC subsidiaries of the Company recognize revenue on an “invoice basis” instead of when goods are delivered and services are rendered. This is not in strict compliance with the relevant laws and regulations. Accordingly, despite the fact that the PRC subsidiaries of the Company had made full tax provision in the financial statements, these PRC subsidiaries may be subject to penalties for the deferred reporting of tax obligations. The exact amount of interest and/or penalties cannot be estimated with any reasonable degree of certainty. The board of directors considers it is more-likely-than-not that interest and/or tax penalties will not be imposed.

 

16.STOCK OPTION PLAN

 

On June 27, 2005, a Stock Option Plan (the “Plan”) was approved at the 2005 annual meeting of stockholders. The purpose of the Plan is to promote the growth and general prosperity of the Company by permitting the Company to grant incentive and nonqualified stock options to purchase common stock and restricted stock of the Company to key employees, non-employee directors, and advisors. The Plan is designed to help the Company and its subsidiaries and affiliates attract and retain superior personnel for positions of substantial responsibility and to provide key employees, non-employee directors, and advisors with an additional incentive to contribute to the success of the Company.

 

On November 30, 2010, stock options to subscribe a total of 601,663 shares were granted to certain eligible employees of the Company as incentive compensation to attract and retain superior personnel for positions of substantial responsibility and to provide them with an additional incentive to contribute to the success of the Company.

 

As at September 30, 2012, certain of these eligible employees of the Company resigned and 103,528 shares of stock options were forfeited accordingly.

 

17 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

16.STOCK OPTION PLAN (CONTINUED)

 

The following table sets forth the details of the stock options as of September 30, 2012 and December 31, 2011.

 

                 
Number of shares of options                
  As of December 31,  2011   72,000     432,600      45,435 
  Forfeited during the period   -     (34,700)     (17,200)

 

As of September 30, 2012

  72,000     397,900      28,235 
                 
Exercise price   US$12.00     US$10.91     US$10.91
Vesting date          
- 1/3 on the 1st installment November 30, 2010   November 30, 2010   December 31, 2011
- 1/3 on the 2nd installment December 31, 2011   December 31, 2011   December 31, 2012
- 1/3 on the 3rd installment December 31, 2012   December 31, 2012   December 31, 2013
Expiry date November 29, 2020   November 29, 2020   November 29, 2020

 

17.STOCK-BASED COMPENSATION

 

The following table sets forth a summary of the nature of stock-based compensation recognized for the nine-month periods ended September 30, 2012 and 2011.

 

   Three months ended September 30,   Nine months ended September 30, 
   2012   2011   2012   2011 
    

US$’000

    

US$’000

    

US$’000

    

US$’000

 
    

(Unaudited)

    

(Unaudited)

    

(Unaudited)

    

(Unaudited)

 
                     
Stock options (i)   158    461    475    1,365 

 

 

The table below sets forth the functional classification of stock-based compensation recognized for the nine-month periods ended September 30, 2012 and 2011.

 

   Three months ended September 30,   Nine months ended September 30, 
   2012   2011   2012   2011 
    

US$’000

    

US$’000

    

US$’000

    

US$’000

 
    

(Unaudited)

    

(Unaudited)

    

(Unaudited)

    

(Unaudited)

 
                     
General and administrative   158    461    475    1,365 

 

 

No tax benefit was recognized for the stock-based compensation recorded for the nine-month periods ended September 30, 2012 and 2011.

 

18 of 41
 

  

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

17.STOCK-BASED COMPENSATION (CONTINUED)

 

Stock-based compensation to employees

 

(i)On November 30, 2010, 601,663 shares of stock options were granted to certain eligible employees of the Company as incentive compensation to attract and retain superior personnel for positions of substantial responsibility and to provide them with an additional incentive to contribute to the success of the Company.

 

The 601,663 shares of stock options are accounted for as equity instruments issued in exchange for receipt of services. Costs are measured at the estimated fair value of the equity instruments issued and recognized as an expense over the employee’s requisite service period.

 

During the nine-month periods ended September 30, 2012 and 2011, no stock option was granted by the Company.

 

For the nine-month periods ended September 30, 2012 and 2011, the Company recognized stock-based compensation in relation to stock options granted to employees of US$475,000 and US$1,365,000 respectively.

 

A summary of stock option activity as of September 30, 2012 and changes during the nine-month period ended September 30, 2012 is presented below:

 

   Number
of shares
   Weighted
average
exercise
price
 
       US$ 
           
Outstanding as of December 31, 2011   550,035    11.05 
Forfeited during the period   (51,900)     
           
Outstanding as of September 30, 2012   498,135    11.07 
           
Vested and exercisable as of December 31, 2011   351,558    11.06 
           
Vested and exercisable as of September 30, 2012   322,692    11.07 

 

 

19 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

17.STOCK-BASED COMPENSATION (CONTINUED)

Stock-based compensation to employees (continued)

 

(i)(continued)

 

The following tables set forth the details of stock options outstanding, vested and exercisable as of September 30, 2012 and December 31, 2011.

 

    Outstanding   Vested and exercisable 
Exercise price   Number
of shares
   Weighted
average
exercise
price
   Weighted
average
remaining
contractual
life
   Number
of shares
   Weighted
average
exercise
price
 
           US$    Years         US$ 
 As of September 30, 2012                          
                            
 10.91    426,135    10.91    8.16    274,692    10.91 
 12.00    72,000    12.00    8.16    48,000    12.00 
                            
      498,135    11.07    8.16    322,692    11.07 

 

    Outstanding   Vested and exercisable 
Exercise price   Number
of shares
   Weighted
average
exercise
price
   Weighted
average
remaining
contractual
life
   Number
of shares
   Weighted
average
exercise
price
 
           US$    Years         US$ 
                            
 As of December 31, 2011                          
 10.91    478,035    10.91    8.91    303,558    10.91 
 12.00    72,000    12.00    8.91    48,000    12.00 
                            
      550,035    11.05    8.91    351,558    11.06 

 

 

The aggregate intrinsic value of all outstanding stock options and exercisable stock options at September 30, 2012 and December 31, 2011 amounted to US$Nil. There were no options exercised during the nine-month periods ended September 30, 2012 and 2011. As of September 30, 2012 and December 31, 2011, the Company had total unrecognized compensation amounting to US$111,248 and US$668,900 respectively under ASC 718. The unrecognized compensation will be recognized over a weighted average period of approximately 2 years.

 

20 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

17.STOCK-BASED COMPENSATION (CONTINUED)

 

Stock-based compensation to employees (Continued)

 

(ii)During the nine-month period ended September 30, 2012, no share of restricted common stock was issued.

 

For the nine-month periods ended September 30, 2012 and 2011, no stock-based compensation in relation to restricted common stock granted to employees has been recognized.

 

Stock-based compensation to non-employees

 

(iii) During the period ended September 30, 2012, no warrants were expired or granted by the Company.

 

For the nine-month periods ended September 30, 2012 and 2011, no stock-based compensation in relation to warrants granted to non-employee has been recognized.

 

The following table sets forth the details of warrants outstanding, vested and exercisable as of September 30, 2012 and December 31, 2011.

 

   Outstanding, Vested and Exercisable
Exercise price  Number of
shares
  Weighted average remaining contractual life  Weighted
average
exercise
price
US$     Years  US$
          
As of September 30, 2012         
4.95  40,000  0.94   
9.55  10,000  1.19   
18.47  30,000  0.94   
          
   80,000  0.97  10.60
          

 

 

21 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

17.STOCK-BASED COMPENSATION (CONTINUED)

 

Stock-based compensation to non-employees (continued)

 

(iii)(Continued)

 

   Outstanding, Vested and Exercisable
Exercise price  Number of
shares
  Weighted average remaining contractual life  Weighted
average
exercise
price
US$     Years  US$
          
As of December 31, 2011         
4.95  40,000  1.69   
9.55  10,000  1.94   
18.47  30,000  1.69   
          
   80,000  1.72  10.60

 

18.RECENT ACCOUNTING PRONOUNCEMENTS

 

In April 2011, the FASB issued ASU No. 2011-03, “Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements.” ASU No. 2011-03 removes the transferor’s ability criterion from the consideration of effective control for repurchase agreements and other agreements that both entitle and obligate the transferor to repurchase or redeem financial assets before their maturity. It also eliminates the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets. This guidance is effective for interim and annual periods beginning on or after December 15, 2011. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

 

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards.” ASU No. 2011-04 provides a consistent definition of fair value to ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. Some of the amendments clarify the Board’s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. ASU No. 2011-04 is effective for interim and annual periods beginning after December 15, 2011. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

 

22 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

18.RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

 

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU No. 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of stockholders’ equity. It requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU No. 2011-05 is to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

 

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for impairment.” The ASU No. 2011-08 permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. The ASU No. 2011-08 are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

 

In September 2011, the FASB issued ASU No. 2011-09, “Compensation – Retirement benefits – Multiemployer Plans (Subtopic 715-80): Disclosure about an Employer’s Participation in a Multiemployer Plan. The ASU No. 2011-09 require that employers provide additional separate disclosures for multiemployer pension plans and multiemployer other postretirement benefit plans.

 

The ASU No. 2011-09 are effective for annual periods for fiscal years ending after December 15, 2011, with early adoption permitted. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

 

In December 2011, the FASB issued ASU No. 2011-10, “Property, Plant and Equipment (Topic 360): Derecognition of in Substance Real Estate – a Scope Clarification (a consensus of the FASB Emerging Issues Task Force). The ASU No. 2011-10 requires that a parent deconsolidate a subsidiary if the parent ceases to have a controlling financial interest in the subsidiary (except for a sale of in substance real estate). However, in situations other than a sale of in substance real estate, differing views exist in practice on whether the parent of an in substance real estate subsidiary must satisfy the criteria in Subtopic 360-20, Property, Plant, and Equipment – Real Estate Sales, in order to derecognize the in substance real estate. For public entities, the amendments in this Update are effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s operating results and financial position.

 

23 of 41
 

 

Telestone Technologies Corporation

 

Notes to Condensed Consolidated Financial Statements

Nine months ended September 30, 2012 and 2011

 

 

18.RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

 

In December 2011, the FASB issued ASU2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). ASU 2011-12 deferred certain aspects of ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”). The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Other than enhanced disclosures, the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

 

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU2012-02”). ASU2012-02 allowed an entity to have an option not to calculate annually the fair value of an indefinite-lived intangible asset if the entity determines that it is not more likely than not that the asset is impaired. The update also permit an entity to assess qualitative factors when testing indefinite-lived intangible assets for impairment results in guidance that is similar to the goodwill impairment testing guidance in Update 2011-08 as per above paragraph. The adoption of ASU2012-02 is not expected to have a material impact on the Company’s operating results and financial position.

 

According to FASB announcement subsequent to 30 September 2012, there are further updates on the accounting pronouncements but the management does not expect there will be material impact on its consolidated financial statements.

 

19.SUBSEQUENT EVENT REVIEW

 

The Company has evaluated subsequent events up to the date that these consolidated financial statements were approved and authorized for issue by the Board of Directors.

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following is management’s discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believe,” “anticipate,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the SEC from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be place on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements, except to the extent required by law.

 

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q.

 

Overview

 

We are a leading access-network solution provider serving the Chinese market. Since 1997, we have operated in the Chinese market and in 2006, we expanded our marketing efforts to include Vietnam, Indonesia, Malaysia, Thailand and India. In 2007, Beijing Telestone Communication Technology Corporation was established as one of our subsidiaries focusing on developing and managing our overseas businesses. Currently, our marketing efforts have expanded to 29 countries around the world, including the U.S., Vietnam, Mexico, Brazil, Russia, India, the Philippines, Thailand, Ireland, Ecuador, Mongolia, South Africa, Turkey, Indonesia, Colombia, Costa Rica, Argentina, Ukraine, Kazakhstan, Singapore, South Korea, Hong Kong (SAR), Saudi Arabia, New Zealand, Bangladesh, the UAE, Canada and Iceland. Continued expansion outside of China is one of our core strategies. We believe that the quality of our products and services will allow Telestone to be increasingly competitive internationally.

 

Our access-network solutions include the research and development (“R&D”) and application of access-network technology. In addition to our homegrown access-network equipment, which includes repeaters, antennas and radio-frequency peripherals, we also offer project design, project management, installation, maintenance and other after-sales services to our customers. Our access-network solutions are designed to further enhance the coverage of mobile telecommunications networks, which in turn improves the quality of reception for mobile phone users. The solutions we provide to the telecommunications industry can be used in indoor and outdoor environments, including hotels, residential estates, office buildings, airports, exhibition centers, underground stations, highways and tunnels.

 

In 2008, we launched WFDS (as defined below), a next generation wireless distribution system. WFDS is an all-optical network that combines the technologies of both wireless and optical telecommunications. This system supports all mobile telecom networks and various other networks, including WLAN, FTTH, traditional telephone, and video surveillance systems. In 2010, we began generating revenues from WFDS installations. For the nine months ended September 30, 2012, we have completed 609 WFDS installations.

 

In addition, our WFDS technology provides several important benefits to Telestone and its investors: WFDS offers an opportunity for us to diversify our customer base; WFDS generates 43.85% of the gross margin of the company; WFDS also targets a different customer base — property developers and managers — rather than the large telecom carriers targeted by some of our other products, and these customers tend to make payments more quickly, which should reduce our accounts-receivable days’ sales outstanding (“DSOs”) over time. Finally, WFDS is a technology platform, and we have a pipeline of WFDS technologies slated for launch over the next several years.

 

While we expanded our sales from purely consisting of a RF-based wireless product portfolio to one including sales from our Unified Local-Access Solution (“WFDS”) products, our traditional RF-based products still remain a strong growth driver for Telestone and we received more than 66.24% of our revenues from RF-based products in the third quarter of 2012.

 

We are committed to the research and development of wireless communication related technology. Over 90% of our technology is developed in-house at our R&D center. We employ an experienced and highly trained professional staff of scientists and engineers that concentrate on the invention and further advancement of wireless communication technology. We have over 100 R&D specialists, many of whom are industry experts in telecommunications — all have at least a bachelor’s degree, and 40% have a master’s degree or above. As a result of our commitment to R&D, our innovative WFDS technology, since its introduction, has received recognition in the telecommunications industry and has won awards and praise from several telecommunications carriers.

 

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Also, in order to provide fast and high quality service to our customers, we have established more than 30 locations throughout China. These locations offer sales, project survey, design, project management and installation and maintenance services. We believe that this sales and service strategy enhances our ability to increase our existing customer base in the PRC and enables us to provide timely responses to customers’ inquires as well as technical and maintenance service upon our customers’ requests. Our sales efforts are not focused in nor dependent upon any particular region or province of the PRC.

 

As the mobile market in China has matured, mobile operators have been continuing to invest for the future. For example, since 2011, the Chinese telecommunications industry has witnessed accelerated development in the form of a rapid rollout of 3G network investments as well as commitments to introduce 4G technology. Such was also evidenced by China Mobile, China Telecom, and China Unicom’s €1.178 billion ($1.625 billion) purchase of network and application solutions, and integration and maintenance services from Alcatel-Lucent on November 5, 2010 during the visit of Chinese President Hu Jintao to France.

 

We also believe that disparate technologies used by mobile carriers in the United States, and the continued roll-out of 3G and 4G also provide an environment conducive to creating potential demand for our equipment and solutions in the United States.

 

Telecom Carriers’ Layout for Next-generation Communications Market

 

The industry trend amongst international mainstream telecom carriers is to accelerate the shift towards the construction of next-generation communications networks, such as LTE. At the 2012 World Mobile Communications Conference, held in Barcelona, China Mobile and its partners jointly published plans to construct more than 500,000 TD-LTE base stations over the next three years. These base stations will service up to 2 billion people. In China, nine cities, including Shenzhen and Hangzhou, and over 20,000 base stations will be involved in commercial testing of this plan. Also, in Hong Kong, China Mobile will begin to provide LTE-TD/FDD services. China Unicom also has plans to build a LTE trial network. These investments are expected to create new opportunities in our industry.

 

To Speed up China’s Wireless City, Smart City Construction

 

In recent years Chinese large and medium-sized cities have actively constructed “wireless cities” using a variety of wireless access technologies to provide on-demand anytime, anywhere wireless network access. These networks offer a full range of information, government, business and public services, to promote the development of tourism and other industries and to enhance the image of the city.

 

The “Big 3” carriers have used Wi-Fi to accelerate the development of such wireless cities. At present, the extent to which the Big 3 have publicized the efforts to develop wireless cities clearly demonstrates that wireless cities represent not only a “flagship” product of the carriers but also the future of the telecom industry in China.

 

As a result of the demands of rapid urban population growth and in order to efficiently use resources, a growing number of cities have begun implementing “smart city” building strategies. Such smart cities will focus on the integration of technology into a strategic approach to sustainability, citizen well-being, and economic development. Such integration will enhance the functionality of buildings, the provision of utilities, the convenience of transportation, and the effectiveness of government. It is expected that the telecommunications industry will be a major beneficiary of these activities. In 2012, China will focus on building smart cities. In building smart cities, the government will promote the use of wireless, digital, and intelligent buildings which will inevitably become an important part of such construction. Also, at present, China has hundreds of cities proposing to begin construction of smart cities and/or wireless cities.

 

Growth in Mobile Subscribers

 

Growth in the wireless infrastructure market has also been driven by the significant increase in the number of mobile subscribers and in the amount of data transmitted over wireless networks by smart phones in China. This growth has resulted in increasing burdens being placed on the carriers’ wireless infrastructure. Overworked wireless networks result in poor wireless service, slow data transfer rates and dropped calls. In order to alleviate the burdens being put on the wireless infrastructure and to increase wireless network capacity, the Big-3 continue to deploy and upgrade their wireless infrastructure equipment.

 

“The Internet of Things”

 

In Chinese organizations and businesses, a budding phenomenon referred to as “the internet of things” has developed. The internet of things literally translates into “the connection of things”, whether they are products, components or systems, so that individuals can communicate intelligently with one another and can communicate remotely with their home and office computers, home appliances and other electronic devices. Everything from home appliances, public infrastructure and facilities to logistic processes will be assigned an IP address and connected to the internet of things through a wired or wireless connection. This demand is expected to increase the need for wireless infrastructure.

 

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Increasing and Evolving Need for Indoor Wireless Coverage

 

Historically, “indoor wireless” meant only Wi-Fi enabled laptops, but currently, mobile users in China also rely on mobile phones and smart phones, BlackBerry devices, PDAs, and two-way radios to communicate. All of these devices require indoor wireless coverage to operate effectively. However, while many residential and commercial properties in China may have wireless local-area networks (LAN networks), the vast majority do not have indoor wireless cellular coverage for mobile or smart phones. In order to better serve the needs of their tenants, we expect that property owners will increasingly look to deploy indoor wireless coverage solutions.

 

The state has decided the integration of telecommunications networks, TV and radio broadcasting networks, and the internet to be the next step in the evolution of these industries. Such integration shall include telecommunications, broadcasting, internet communications, broadband, digital TV, next-generation internet, network interoperability and resource sharing, voice, data and broadcasting, etc. This integration does not mean unification of these industries, but rather integration of services provided by players in each of the respective industries. This broad extension of the market space will create more development opportunities.

 

Integration involves systems, management, business and other complex distribution of benefits problems. In order to overcome these integration issues, the potential monopoly issues must be overcome. A comprehensive integration can only be achieved when true peer-to-peer access becomes possible, in other words, true distribution of business content and business interests in order to form an effective mode of operation.

 

It is crucial to break the barriers created by potential monopolies to ensure coordination between the broadcasting businesses and telecommunications services. Users should be able to select networks to access the internet, watch TV, communicate over the phone and use other telecommunications value-added services through the network. As a result, traditional monopolies will be diminished, and gradually new industry standards will be established. We expect this integration will play a significant role in benefitting the ecology of the telecommunications and broadcasting industries.

 

The Broadband Strategy Project will Benefit the Entire Communications Industry

 

The 12th Five-Year National Strategic Emerging Industries Development Plan (“the 12th Five-Year Plan”) issued by the State Council, for the first time stated the implementation of the “Broadband Strategy Project” and included it in the “20 major projects”. The Broadband Strategy Project demands that by the end of the “12th Five-Year Plan” city and rural households’ broadband should have more than 20 megabits and 4 megabits access capability, respectively. It also demands wide promotion of the integration of telecommunications networks, TV and radio broadcasting networks, and the internet.

 

The Broadband Strategy Project will be included in “20 major projects” in strategic emerging industries. It will accelerate the construction of next generation information networks using ultra-high-speed fiber and wireless communications technology and therefore be beneficial for both telecommunication and IP network equipment providers.

 

The main methods of the Broadband Strategy Project are to accelerate the construction of the broadband optical access network to promote coverage of the third generation mobile communication (3G) network, and to carry out large-scale commercial demonstrations of TD-LTE. It also promotes the implementation of next-generation internet, full implementation of the radio and television digital transformation, network integration, organization of key technologies, equipment, intelligent terminal research and development and industrialization.

 

4G Development in China

 

The 4G wireless network development is led by the China Mobile TD-LTE. In 2012, China Mobile’s TD-LTE scale technology pilot cities have been expanded from 6 cities at the early stage, including Shanghai, Nanjing, Hangzhou, Guangzhou, Shenzhen and Xiamen, to 13 cities, with Beijing, Tianjin, Qingdao, Shenyang, Ningbo, Chengdu and Fuzhou being newly covered.

 

Due to the competitive disadvantage of 3G, China Mobile has been urged to develop TD-LTE, and mobile companies from different cities compete for inclusion in the scale technology pilot cities. The bidding process for TD-LTE terminals will begin in the second half of 2012. China Mobile plans to complete 20,000, 200,000 and 350,000 TD- LTE base stations by the end of 2012, 2013 and 2014, respectively.

 

In early 2012, China Unicom conducted a test of LTE-FDD technology in Shanghai. According to releases from the Ministry of Industry and Information Technology, China 4G licenses will be issued in China within the next two to three years.

 

Our Solution

 

We design, engineer and sell RF-based local-access network solutions for indoor and outdoor wireless coverage and WFDS solutions for unified local access-network coverage. In the past, our focus has been on RF-based local access-network solutions, but in the future we expect to leverage our WFDS technology to transition our customers to a unified local access-network solution. Our WFDS solutions are designed for use by property owners of all types of buildings including enterprises, municipalities, small businesses and homes. Our unified local access-network WFDS solutions integrate multiple access services, have a lower total cost of ownership and provide better wireless coverage.

 

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We plan to leverage our WFDS technology in order to increase our penetration into the Chinese market and to strengthen our relationships with the Big-3 for whom we believe our WFDS solution is a critical component to remain aligned with industry trends and government-sponsored initiatives.

 

Key benefits of our unified local access-network WFDS solution include:

 

·Compatibility with the Big-3’s technologies and integrated services. Our WFDS solution is the industry’s first solution capable of providing integrated services on a single integrated platform. Our unified solution approach as well as our commitment to research and development have strategically positioned us to be a beneficiary of the Chinese government’s directive for network convergence.

 

·Reduction in capital expenditures. The combination of integrating services along with the use of our patented fiber-optic technology should enable the Big-3 to significantly reduce their wireless infrastructure capital expenditures.

 

·Reduction in space required. Thanks to our WFDS technology, property owners can reduce the installation space required for mobile wireless cable and internet service by consolidating eleven devices into one. In a single compact and completely optical platform, we offer integrated solutions streamlined to meet our customers’ requirements.

 

·Easy to install, use and maintain. Our WFDS solution enables a property owner to deploy a single multi-functional platform in a simple and consolidated form. WFDS is easy to install, centrally managed, compatible with 2G and 3G services, and is forward compatible with 4G services.

 

RF-based Local Access Network Solutions

 

We provide RF-based local access-network solutions to the telecommunications industry for various venues and premises including hotels, residential estates, office buildings, airports, exhibition centers, underground stations, highways and tunnels. Our suite of products that we deploy as part of these solutions includes base stations and tower mounted amplifiers, antennas, couplers and splitters. Our RF-based products support various 2G and 3G transmission standards, including CDMA, W-CDMA, GSM and TD-SCDMA.

 

We provide the public mobile communication access resident wireless access network U-DAS solution to our customers. U-DAS applications include transportation hubs (airports, railway stations), large venues (sports stadiums, convention centers), office and commercial buildings (office buildings, hotels, shopping centers), hospitals, campuses, residential quarters, etc., where it provides signal access and coverage for the operators of 2G, 3G, and even LTE-FDD and LTE-TDD networks.

 

TIPS Solutions

 

Telestone Intelligence Premises System (“TIPS”) is a groundbreaking technology based on Telestone’s WFDS technology. The core of TIPS is Telestone’s Unified Premises Information Network System (“UPINS”) technology, which, in real-time, distributes all information generated or required at any time and at any location within a premises network. TIPS networks are characterized by ultra-wide bandwidth, long transmission distances, and multi-cascading technology. As of September 30, 2012, we have completed the theoretical research and development of the core technology for TIPS.

 

TIPS is expected to be used in a broad range of applications including municipal projects, airports, railways, highways, streets, communities, buildings, houses, and medical facilities, etc. For internal communications capabilities, the functions of TIPS can be divided into IP fiber optic networks and wireless telephony features, office computing optical networks and wireless access capabilities, and wireless access teleconferencing, etc. For external public communications services, the functions of TIPS can be divided into wireless signal coverage for public communications, WLAN coverage for telecommunications carriers, and cable TV access functions, etc. For network management and maintenance, the functions of TIPS can be divided into network monitoring and traffic management, information security management, and behavior management, etc. For security management, the functions of TIPS can be divided into entrance guard and attendance management, video intercom management, and multimedia publishing, etc.

 

TIPS is closely related to the integration of telecommunications, TV and radio broadcasting and internet access into one unified network, a project initiated by the State Council. TIPS also provides reliable solutions to developing “smart cities” via its comprehensive network integration capabilities, intelligent management, cost-saving materials and unique energy-saving features.

 

Our Competitive Strengths

 

We believe that the following competitive strengths enable us to compete effectively and to take advantage of the growth opportunities in our markets:

 

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Strong Research and Development Capabilities

 

Our R&D capabilities rank among the best in the PRC’s telecommunications industry. We have a robust engineering project management system and an experienced engineering team. Our research and development center is equipped with the latest equipment and testing facilities, which give our research and development personnel the tools they require to make significant advances in access-network technologies. In addition, we provide our employees with continuing education which is administered through internal programs.

 

Our R&D capabilities are recognized and approved by the PRC government and have won accolades such as the Project Certificate of National-level Torch Program and the Project Certificate of Nation-level Spark Program. In addition, a number of our products and systems, several of which have been patented or are patent pending, have been awarded various science and technology honors by PRC provincial and municipal governments. We focus on increasing our research and development efforts to develop superior and proprietary technologies.

 

Our proprietary WFDS, which is a result of our R&D efforts, is one of the leading indoor access-network products in China. Compared with other traditional wireless distribution systems, our WFDS system has many advantages. Firstly, WFDS uses fiber optic cable to transmit signals. Because of the low signal-loss characteristic of fiber optic cable, signals can be transmitted over long distances, the main unit (“MU”) can be placed closer to the signal source and the remote unit (“RU”) can be placed closer to the subscribers. Therefore, a micro-power signal source can be used, which reduces interference and noise, generates low electromagnetic interference, and expands the coverage area. Secondly, due to the input port of the MU connecting to the signal combiner, WFDS systems can support multiple signals’ access and network integration. WFDS can provide all broadband communication services access in the 500 kHz ~ 3 GHz band for subscribers. Thirdly, due to the fact that each node of the system has the same bandwidth and flow characteristics, WFDS can provide the same communication services for every subscriber. Finally, WFDS systems are easy to manage and flexible for implementing expansion and system upgrades with minimum cost.

 

Broad and Diverse Market Base

 

Our business covers a wide region. We have 30 branches throughout China and our business covers approximately 29 countries worldwide.

 

Experienced Marketing Staff

 

We employ a group of experienced telecommunications experts and an experienced and technologically savvy marketing staff in China.

 

Strong Customer Relations

 

We have maintained long-term relationships with China Unicom, China Mobile, China Telecom and China Netcom as customers for approximately 14 years.

 

Governmental Support

 

As a high-tech enterprise with an established track record, our company enjoys the stimulus plans offered by China’s industry governmental authorities and by local authorities, including the Ministry of Science and Technology, the Ministry of Industry and Information Technology, the Beijing municipal government and the Administrative Committee of Z-Park.

 

Our Growth Strategy

 

In order to maintain our position as one of the leading companies in the PRC’s access-network solutions sector, and to expand and diversify our revenue streams, we have adopted the following strategies:

 

Continue to Focus on Research and Development

 

We plan to continue to invest in research and development for our key technologies and products to enhance our leading position in the access network technology market and take full advantage of the PRC’s investment in 3G and 4G networks. We have dedicated research and development programs to advance access-network solutions for the continuous development of our business.

 

Seek Selective Acquisitions and Strategic Investments

 

In the domestic market, we intend to maintain strong relationships with Chinese mobile telecommunications carriers and potentially make selective acquisitions in major provincial markets where we do not have a leading market share. Our potential targets are companies that enjoy a leading market position and have strong business networks in their provincial markets, have strong production capabilities, own applicable value added products and whose customer network platforms adapt to WFDS. We believe that we will further our penetration into provincial markets and raise our overall market share through selective acquisitions and the promotion of new solutions.

 

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Strengthen International Market Presence

 

We plan to focus on increasing our presence in markets outside of the PRC. We will continue to strengthen our presence abroad by leveraging our expertise and our leading access-network products and solutions. In the United States, we plan to seek cooperation with peers that have strong research and development abilities and develop technology and products that are suitable for the PRC market. We also seek partners within the integration business to sell our products. In developing countries, we only seek cooperation with local integration partners to deliver our access network solution technologies. We then work with these partners to set up our local product distribution channels.

 

Description of Products and Engineering Services

 

We design and sell electronic equipment used to provide access-network solutions to our customers. Many of these types of equipment, including WFDS products, RFPA products, passive components and base station antennas as well as engineering supporting fiber optic cable, cable and other auxiliary materials for 2G, 3G, 4G, Broadband access and CATV networks, are highly specialized active microwave components designed to meet the needs of our customers.

 

In addition to designing and selling our products, we also provide systems integration services to our customers. The primary systems integration services provided to our customers are project design and engineering, specifically, the development and design of indoor (living quarters, hospital systems, and hotels) and outdoor (expressways, railways and no coverage zones) wireless signal complementary coverage solutions and their applied products. This includes the design of the required equipment, implementation, project quality evaluation as well as after-sale maintenance and optimization for system integration products, constructive products for engineering design projects and wireless network optimization products.

 

Research & Development

 

We maintain a research and development center where the majority of our products are designed by our staff of engineers and scientists. Our research and development center is equipped with the latest equipment and testing facilities, which give our research and development personnel the tools they require to make significant advances in access-network technologies. The center is comprised of three research centers including (i) the Premises Neural Network Research and Development Center, (ii) the Joint Development center, and (iii) the System Product Research Center, and seven professional research departments including: (i) the Resident Neural Network Research and Development Department, (ii) the Radio Station Network Development Department, (iii) the Equipment R&D Department, (iv) the Parts Development Department, (v) the IP Resident Network Research and Development Department, (vi) the Government Intelligent Systems Research and Development Department, and (vii) the Business Intelligent Systems Research Department.

 

We seek to remain at the forefront of current and future technologies, paying close attention to evolving development trends in domestic and international technologies. Our R&D capabilities are recognized and affirmed by the PRC government and have won awards such as the Project Certificate of National-level Torch Program and the Project Certificate of Nation-level Spark Program. In addition, a number of our products and systems, several of which have been patented or are patent pending, have been awarded various science and technology honors by PRC provincial and municipal governments.

 

Competition

 

Our main domestic competitors are Guangdong Comba, Wuhan Hongxin and China GrenTech.

 

·Guangdong Comba was one of the first Chinese domestic telecom manufacturers. The company is listed on the Hong Kong Stock Exchange under the stock symbol 2342.HK.

 

·Wuhan Hongxin, originally a state-owned enterprise under the management of Wuhan Post & Telecom Academy, has a strong technical background and sales network. Wuhan Hongxin is a large company with a diverse group of products that extend beyond the wireless coverage sector.

 

·China GrenTech, formerly known as Powercom Holdings Limited, was founded in 1999 and is based in Shenzhen. China GrenTech is a leading China based wireless coverage products and services provider, and a leading developer of radio frequency technology and products.

 

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Our potential international competitors include Powerwave Technologies and Andrew Corporation. We believe that our overseas competitors are not key threats to Telestone because they have no competitive advantage with respect to product costs and are not accustomed to the marketplace of the PRC.

 

·Powerwave Technologies, Inc. is a global provider of end-to-end wireless infrastructure solutions for use in wireless communications networks. They offer original equipment manufacturers (“OEMs”), operators and network providers in the wireless communications industry a portfolio of antenna systems, base station systems and coverage systems.

 

·Andrew Corporation (“Andrew”) is a global designer, manufacturer, and supplier of communications equipment, services and systems. Andrew’s products and expertise are found in communications systems throughout the world, including devices for wireless and distributed communications, land mobile radio, cellular and personal communications, broadcast, radar and navigation.

 

Government Regulation

 

The following is a summary of the principal governmental laws and regulations that are or may be applicable to our operations in the PRC. The scope and enforcement of many of the laws and regulations described below are uncertain. We cannot predict the effect of further developments in the Chinese legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement of laws.

 

The telecommunications industry, including certain access-network solution provider services, is highly regulated in the PRC. Regulations issued or implemented by the State-owned Assets Supervision and Administration Commission of the State Council, Ministry of Information Industry of PRC and other relevant government authorities cover many aspects of telecommunications network operations, including entry into the telecommunications industry, the scope of permissible business activities, interconnection and transmission line arrangements, tariff policies and foreign investment.

 

The principal regulations governing the telecommunications services business in the PRC include:

 

·Telecommunications Regulations (2000), (the “Telecom Regulations”). The Telecom Regulations categorize all telecommunications businesses in the PRC as either infrastructure telecommunications businesses or value-added telecommunications businesses. Under the Telecom Regulations, certain services are classified as being of a value-added nature, including telecommunication information services, online data processing and translation processing, call centers and internet access providers, and require the commercial operator of such services to obtain an operating license. The Telecom Regulations also set forth extensive guidelines with respect to different aspects of telecommunications operations in the PRC.

 

·Regulations for the Administration of Foreign-Invested Telecommunications Enterprises (2002), (the “FI Telecom Regulations”). The FI Telecom Regulations set forth detailed requirements with respect to capitalization, investor qualifications and application procedures in connection with the establishment of a foreign-invested telecom enterprise.

 

·Foreign Exchange Controls. The principal regulations governing foreign exchange in the PRC are the Foreign Exchange Control Regulations (1996) and the Administration of Settlement, Sale and Payment of Foreign Exchange Regulations (1996), (“the Foreign Exchange Regulations”). Under the Foreign Exchange Regulations, Renminbi (“RMB”) is freely convertible into foreign currency for current account items, including the distribution of dividends. Conversion of RMB for capital account items, such as direct investment, loans and security investment, however, is still subject to the approval of the State Administration of Foreign Exchange (“SAFE”). Under the Foreign Exchange Regulations, foreign-invested enterprises are required to open and maintain separate foreign exchange accounts for capital account items. In addition, foreign-invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from SAFE.

 

Gross Margin

 

Our gross margin has been, and will continue to be, affected by a variety of factors, including:

 

·product mix and average selling prices;

 

·new product introductions and enhancements both by us and by our competitors;

 

·demand for our products and services;

 

·our ability to attain volume manufacturing pricing from our manufacturers or other component suppliers;

 

·losses associated with excess and obsolete inventory; and

 

·growth in our headcount and other related costs incurred in our professional services organization.

 

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Operating Expenses

 

Operating expenses consist of sales and marketing expenses, general and administrative expenses, and research and development expenses. The largest component of our operating expenses is personnel costs. Personnel costs consist of salaries, benefits and other compensation for our employees. We had approximately 1430 full-time employees as of September 30, 2012.

 

Sales and marketing expenses represent the largest component of our operating expenses and primarily consist of sales and marketing expenses and compensation for sales personnel and travel expenses related to sales of products and market development. We expense sales and marketing expenses as incurred.

 

We plan to continue to invest strategically in sales and marketing with the intent of adding new customers and increasing penetration within our existing customer base, expanding our domestic and international sales and marketing activities, building brand awareness and sponsoring additional marketing events. We expect future sales and marketing expenses to continue to be our most significant operating expenses.

 

General and administrative expenses primarily consist of compensation for personnel, travel expenses, materials expenses related to ordinary administration, fees for professional services, and provisions for doubtful accounts.

 

Research and development expenses primarily consist of compensation for research and development staff, material expenses, travel expenses and facility expenses. We are devoting substantial resources to the continuous development of additional functionality for existing products and the development of new products. We intend to continue to invest in our research and development efforts because we believe they are essential for maintaining our competitive edge. The amount invested in our research and development activities will increase as we continue to increase our revenue. However, as a percentage of revenue, research and development costs are expected to remain relatively low.

 

Interest Expense

 

Interest expense includes interest we pay on our short-term bank loans.

 

Other Income (Expense), Net

 

Other income (expense), net includes interest income on cash balances, gains or losses on disposal of fixed assets, gains or losses on the conversion of non-Renminbi transactions into Renminbi, and gains from governmental subsidies. Cash has historically been invested in highly liquid investments with original maturities of three months or less.

 

Income Tax Expense

 

Income tax expense is computed based on pre-tax income included in the condensed consolidated statement of operations. Income taxes have been provided, using the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities and their reported amounts. The tax consequences of those differences are classified as current or non-current based upon the classification of the related assets or liabilities in the condensed consolidated financial statements.

 

Critical Accounting Policies

 

Our condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These accounting principles require us to make estimates and judgments that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. We believe that the estimates and judgments upon which we rely are reasonable based upon information available to us at the time that these estimates and judgments are made. To the extent there are material differences between these estimates and actual results, our condensed consolidated financial statements will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include revenue recognition, foreign currency translation, inventory valuation, allowances for doubtful accounts, and goodwill.

 

Revenue Recognition

 

Our revenue is derived primarily from two sources: (1) product revenue and  (2)  professional services revenue.

 

Product revenue represents the contracted value of goods, net of value-added tax (“VAT”) and returns. The Company generally recognizes product revenue when persuasive evidence of an arrangement exists, delivery occurs, the fee is fixed or determinable, and collectability is probable. Professional service revenue is recognized when the service is performed and accepted by the customer.

 

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As part of professional services, the Company provides installation services for certain sales of equipment under fixed-price contracts. Revenues from these fixed-price service contracts are recognized on the completed-contract method. Under the completed-contract method, revenue and costs of individual contracts are included in operations in the year during which they are completed. Losses expected to be incurred on contracts in progress are recognized in the period such losses are determined. This method is used because the contract is completed within a short period of time, and the financial position and results of operations do not vary significantly from those that would result from using the percentage-of-completion method. A contract is considered completed upon completion of all essential contract work and once the installation has been accepted by the customer.

 

Foreign Currency Translation

 

All major subsidiaries of the Company consider Renminbi as their functional currency as a substantial portion of their business activities is conducted in Renminbi. However, the Company has chosen the United States dollar as its reporting currency.

 

Transactions in currencies other than the functional currency during the year are translated into the functional currency at the applicable rates of exchange prevailing at the time of the transactions. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the applicable rates of exchange in effect on the balance sheet date. Exchange gains and losses are recorded in the condensed consolidated statements of operations.

 

For translation of financial statements into the reporting currency, assets and liabilities are translated at the exchange rate on the balance sheet date, equity accounts are translated at historical exchange rates, and revenue, expenses, gains and losses are translated at the weighted average rates of exchange prevailing during the period. A translation adjustment, when material, resulting from this process is recorded in accumulated other comprehensive income within stockholders’ equity.

 

Inventory Valuation

 

Inventory consists of equipment and related component parts and is stated at the lower of weighted average cost or market value. We record inventory write-downs for potential excess inventory based on forecasted demand, economic trends and technological obsolescence of our products. If future demand or market conditions are less favorable than our projections, additional inventory write-downs could be required and would be reflected in cost of product revenue in the period the revision is made. At the time of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

 

Allowances for Doubtful Accounts

 

We record a provision for doubtful accounts based on historical results and a detailed assessment of the collectability of our accounts receivable. In estimating the allowance for doubtful accounts, our management considers, among other factors, (1) the aging of the accounts receivable, including trends within and ratios involving the age of the accounts receivable, (2) our historical write-offs, (3) the credit-worthiness of each customer, (4) the economic conditions of the customer’s industry, and (5) general economic conditions. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet their financial obligations to us, we record a specific allowance against amounts due from the customer, and thereby reduce the net recognized receivable to the amount we reasonably believe will be collected.

 

Goodwill

 

We apply ASC Topic 350 – Goodwill and Other Intangibles and perform an annual goodwill impairment test, or test more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Goodwill is allocated to cash-generating units for the purpose of the impairment test and determination of gain or loss on disposal.

 

Goodwill on acquisition of businesses, being the excess of the cost of the acquisition over the Company’s share of the fair value of the identifiable assets, liabilities and contingent liabilities, is recognized as a separate asset. Goodwill is carried at cost less accumulated impairment losses. An impairment loss on goodwill is not reversed. We did not recognize impairment charges in any of the periods presented.

 

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Results of Operations

 

Our operating results are presented for the quarter ended September 30, 2012, as compared to the quarter ended September 30, 2011.

 

The following is the statement of our operations for the three months ended September 30, 2012 and 2011:

 

Item   Three Months Ended September 30, 2012     Three Months Ended September 30, 2011     Comparisons  
    $'000     % of revenue     $'000     % of revenue     $'000     %  
Revenue     17,397               29,610               -12,213       -41.25 %
Equipment and services costs     10,572       60.77 %     16,731       56.5 0%     -6,159       -36.81 %
Gross profit     6,825       39.23 %     12,879       43.50 %     -6,054       -47.01 %
Sales and marketing expenses     2,754       15.83 %     3,552       12.00 %     -798       -22.47 %
General and administrative expenses     16,616       95.51 %     1,988       6.71 %     14,628       735.81 %
Research and development expenses     483       2.78 %     510       1.72 %     -27       -5.29 %
Depreciation and Amortization     190       1.09 %     118       0.40 %     72       61.02 %
Interest expenses     328       1.89 %     394       1.33 %     -66       -16.75 %
Other income, net     425       2.44 %     108       0.36 %     317       293.52 %
Net (loss)/ Income before income tax     -13,121       -75.42 %     6,425       21.70 %     -19,546       -304.22 %
Income tax     -73       -0.42 %     1,182       3.99 %     -1,255       -106.18 %
Net(loss)/ income     -13,048       -75.00 %     5,243       17.71 %     -18,291       -348.87 %

 

The following is the statement of our operations for the nine months ended September 30, 2012 and 2011:

 

Item   Nine Months Ended
September 30, 2012
    Nine Months Ended 
September 30, 2011
    Comparisons  
    $'000     % of revenue     $'000     % of revenue     $'000     %  
Revenue     52,366               68,419               -16,053       -23.46 %
Equipment and services costs     32,381       61.84 %     38,308       55.99 %     -5,927       -15.47 %
Gross profit     19,985       38.16 %     30,111       44.01 %     -10,126       -33.63 %
Sales and marketing expenses     9,403       17.96 %     8,709       12.73 %     6,94       7.97 %
General and administrative expenses     21,744       41.52 %     5,353       7.82 %     16,391       306.20 %
Research and development expenses     1,513       2.89 %     1,378       2.01 %     135       9.80 %
Depreciation and Amortization     583       1.11 %     340       0.50 %     243       71.47 %
Interest expenses     858       1.64 %     730       1.07 %     128       17.53 %
Other income, net     709       1.35 %     432       0.63 %     277       64.12 %
Net (loss)/Income before income tax     -13,407       -25.60 %     14,033       20.51 %     -27,440       -195.54 %
Income tax     464       0.89 %     2,647       3.87 %     -2,183       -82.47 %
Net(loss)/ income     -13,871       -26.49 %     11,386       16.64 %     -25,257       -221.83 %

 

For the three months ended September 30, 2012: our revenue was $17,397,000, decreased by $12,213,000 or 41.25% when compared to the same period in 2011. For the nine months ended September 30, 2012: our revenue was $52,366,000, decreased by $16,053,000 or 23.46% from the same period in 2011. For the three months ended 2012: our gross profit was 6,825,000 and our gross profit margin was 39.23%. For the nine months ended September 30, 2012: the gross profit was $19,985,000 and the gross profit margin was 38.16%. For the three months ended September 30, 2012: the net loss was -$13,048,000 and the net loss ratio was -75.0%. For the nine months ended September 30, 2012: the net loss was -$13,871,000 and the net loss ratio was -26.49%. We have recorded net loss for both the three month and the nine month periods ended September 30, 2012 while there were profits recorded in the same periods in 2011.

 

For the three months and nine months ended September 30, 2012, our revenue declined dramatically mainly due to two factors: First, the decrease in amount of the network construction invested in by telecom carrier customers: 3G investment and construction has been completed, however, China Mobile’s 4G investment is still in the exploration stage and access network construction has not yet started. In addition, China Unicom and China Telecom’s 4G network standards have not been determined; therefore, investment in wireless coverage has been substantially reduced. Second, the company completed many projects in the 3G network investment stage and thus created a large amount of account receivables which have been collected very slowly so far. Therefore, the company controlled business development in certain regions that tend to have relatively long accounts receivable collection periods which resulted in a decrease in revenue.

  

34 of 41
 

 

The loss incurred in the three months ended September 30, 2012 was mainly due to a bad debt provision of $14,219,000, which has been made on a number of account receivables the recoverability of which are in doubt.

 

Revenue

 

Three months ended September 30, 2012 and 2011:

 

    Three Months Ended 
September 30, 2012
    Three Months Ended 
September 30, 2011
    Growth  
    $'000     % of revenue     $'000     % of revenue     $'000     %  
Product sales     5,889       33.85 %     11,443       38.65 %     -5,554       -48.54 %
Service sales     11,508       66.15 %     18,167       61.35 %     -6,659       -36.65 %
Total     17,397       100.00 %     29,610       100.00 %     -12,213       -41.25 %

 

Nine months ended September 30, 2012 and 2011:

 

    Nine Months Ended 
September 30, 2012
    Nine Months Ended 
September 30, 2011
    Growth  
    $'000     % of revenue     $'000     % of revenue     $'000     %  
Product sales     15,373       29.36 %     27,269       39.86 %     -11,896       -43.62 %
Service sales     36,993       70.64 %     41,150       60.14 %     -4,157       -10.10 %
Total     52,366       100.00 %     68,419       100.00 %     -16,053       -23.46 %

 

For the three months ended September 30, 2012: revenue generated from product sales was $5,889,000 and accounted for 33.85% of the third quarter’s total revenue. For the three months ended September 30, 2012, revenue generated from service sales was $11,508,000 and accounted for 66.15% of the third quarter’s total revenue. Changes in product sales and service revenues were subtle when compared to the same period in 2011.

 

The equipment services were mainly provided in FuJian, Beijing, and HeBei.  There were decreases in revenue in several provinces, including BeiJing, HeBei and HeiLongJiang.

 

For the nine months ended September 30, 2012, revenue generated from product sales was $15,373,000 which accounted for 29.36% of the total revenue for the nine months ended September 30, 2012. Revenue generated from service sales was $36,993,000 and accounted for 70.64% of the nine months’ total revenue.

 

Revenue generated from products decreased by 43.6%, whereas revenue generated from services decreased by 10% as compared to the nine months ended 2011. The main contributor to the decrease in product revenue was our main customers’ (i.e., telecom carriers) equipment procurement delays this year which caused significant revenue decreases in Heibei, Hubei, Shandong and Yun’nan provinces. Yun’nan, Tianjin and He’nan are the main cities that contributed to the service revenue decrease.

 

Breakdown by Customers

 

Three months ended September 30, 2012 and 2011:

 

    Three Months Ended 
September 30, 2012
    Three Months Ended 
September 30, 2011
    Growth  
    $’000     % of revenue     $’000     % of revenue     $’000     %  
China Mobile     9,032       51.92 %     17,710       59.81 %     -8,678       -49.00 %
China Unicom     3,313       19.04 %     7,471       25.23 %     -4,158       -55.66 %
China Telecom     1,682       9.66 %     3,670       12.39 %     -1,988       -54.17 %
Others     3,343       19.22 %     759       2.56 %     2,584       340.45 %
Overseas     27       0.16 %     0       0 %     27       100 %
Total     17,397       100 %     29,610       100 %     -12,213       -41.25 %

 

Nine months ended September 30, 2012 and 2011:

 

    Nine Months Ended 
September 30, 2012
    Nine Months Ended 
September 30, 2011
    Growth  
    $’000     % of revenue     $’000     % of revenue     $’000     %  
China Mobile     26,556       50.71 %     37,008       54.09 %     -10,452       -28.24 %
China Unicom     13,681       26.13 %     21,450       31.35 %     -7,769       -36.22 %
China Telecom     3,902       7.45 %     5,904       8.63 %     -2,002       -33.91 %
Others     8,143       15.55 %     3,998       5.84 %     4,145       103.68 %
Overseas     84       0.16 %     59       0.09 %     25       42.37 %
Total     52,366       100.0 %     68,419       100.0 %     -16,053       -23.46 %

  

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Revenues from the wireless telecom carriers were the Company’s major source of revenue, among which the majority of the revenue was from China Mobile and China Unicom. For the three months ended September 30, 2012, our revenue generated from China Mobile accounted for 51.92% of our total revenue. Our revenue generated from China Unicom over the same period accounted for 19.04% of total revenue. For the nine months ended September 30, 2012, our revenue generated from China Mobile accounted for 50.71% of total revenue and revenue from China Unicom accounted for 26.13% of total revenue. Compared with the same period of 2011, there was a decrease in the proportion of revenue generated from China Mobile and China Telecom. The decrease in revenue generated from China Mobile mainly came from Beijing, FuJian, and ShanDong. The decrease in revenue generated from China Telecom mainly came from HeBei, HeNan, and JiangXi. However, the proportion of revenue generated from other customers increased as compared to the same period in 2011, which was primarily attributable to the TIPS solution.

 

Breakdown by Type of Technology

 

Three months ended September 30, 2012 and 2011:

 

    Three Months Ended 
September 30, 2012
    Three Months Ended 
September 30, 2011
    Growth  
    $’000     % of revenue     $'000     % of revenue     $'000     %  
WFDSTM     5,873       33.76 %     10,567       35.69 %     -4,694       -44.42 %
Traditional products     11,524       66.24 %     19,043       64.31 %     -7,519       -39.48 %
Total     17,397       100 %     29,610       100 %     -12,213       -41.25 %

 

Nine months ended September 30, 2012 and 2011:

 

    Nine months ended 
September 30, 2012
    Nine months ended 
September 30, 2011
    Growth  
    $’000     % of revenue     $'000     % of revenue     $'000     %  
WFDSTM     13,247       25.30 %     20,027       29.27 %     -6,780       -33.85 %
Traditional products     39,119       74.70 %     48,392       70.73 %     -9,273       -19.16 %
Total     52,366       100 %     68,419       100 %     -16,053       -23.46 %

 

The revenue from WFDS products was $5,873,000 in the third quarter of 2012, which accounted for 33.76% of total revenue. For the nine months ended September 30, 2012, revenue of WFDS products was $13,247,000, which accounted for 25.30% of total revenue. The proportion of revenue generated from WFDS decreased slightly for both the three months and nine months ended September 30, 2012 with a large decrease in Fujian and a slight decrease in Beijing.

 

WFDS is the most advanced technological solution developed for targeting Multi-network integration coverage. However, due to the slow progress of the “Three Network Integration” initiated by the State Council in China, WFDS’s sales in the Chinese market are facing difficulties.

 

Gross Profit

 

For the three months ended September 30, 2011 and 2012, a tabular summary of our gross profit is presented below:

 

    Three Months Ended 
September 30, 2012
    Three Months Ended 
September 30, 2011
    Growth  
    $’000     % of revenue     $'000     % of revenue     $'000     %  
Revenue     17,397               29,610               -12,213       -41.25 %
Equipment and services costs     10,57     60.77 %     16,731       56.50 %     -6,159       -36.81 %
Gross profit     6,825       39.23 %     12,879       43.50 %     -6,054       -47.01 %

For Nine months ended September 30, 2012 and 2011:

 

    Nine Months Ended 
September 30, 2012
    Nine Months Ended 
September 30, 2011
    Growth  
    $’000     % of revenue     $'000     % of revenue     $'000     %  
Revenue     52,366               68,419               -16,053       -23.46 %
Equipment and services costs     32,381       61.84 %     38,308       55.99 %     -5,927       -15.47 %
Gross profit     19,985       38.16 %     30,111       44.01 %     -10,126       -33.63 %

 

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Our gross profit was $6,825,000 and the gross profit ratio was 39.23% in the third quarter of 2012, decreased by $6,054,000 or 47.01% as compared to the third quarter of 2011. For the nine months ended September 30, 2012, our gross profit was $19,985,000 and the gross profit ratio was 38.16% decreased by $10,126,000 or 33.63% as compared to the same period of 2011.

 

The main contributor to the decrease in gross profit margin was that so far most of our revenue still comes from traditional products which are facing intense market competition. Meanwhile, the newly acquired Sichuan Ruideng company mainly provides engineering services with low technical content and lower gross margin which also contributed to the decrease in our gross margin.

 

Operating Expenses

 

Three months ended September 30, 2012 and 2011:

 

    Three Months Ended
September 30, 2012
    Three Months Ended 
September 30, 2011
    Growth  
    $’000     % of revenue     $'000     % of revenue     $'000     %  
Sales and Marketing expenses     2,754       15.83 %     3,552       12.00 %     -798       -22.47 %
General and Administrative expenses     16,616       95.51 %     1,988       6.71 %     14,628       735.81 %
Research and Development expenses     483       2.78 %     510       1.72 %     -27       -5.29 %
Depreciation and Amortization     190       1.09 %     118       0.40 %     72       61.02 %
Total     20,043       115.21 %     6,168       20.83 %     13,875       224.95 %

 

Nine months ended September 30, 2012 and 2011:

 

    Nine Months Ended 
September 30, 2012
    Nine Months Ended 
September 30, 2011
    Growth  
    $’000     %  of revenue     $'000     % of revenue     $'000     %  
Sales and Marketing expenses     9,403       17.96 %     8,709       12.73 %     694       7.97 %
General and Administrative expense     21,744       41.52 %     5,353       7.82 %     16,391       306.20 %
Research and Development Expense     1,513       2.89 %     1,378       2.01 %     135       9.80 %
Depreciation and Amortization     583       1.11 %     340       0.50 %     243       71.47 %
Total     33,243       63.48 %     15,780       23.06 %     17,463       110.67 %

 

Sales and Marketing expenses

 

Sales and marketing expenses were $2,754,000 or 15.83% of our revenue for the three months ended September 30, 2012, as compared to $3,552,000, or 12.00% of our revenue for the same period in 2011.

 

Sales and marketing expenses for the three months ended September 30, 2012 decreased by 798,000 or 22.47% as compared to the same period of 2011. Sales and marketing expenses decreased in the three months ended September 30, 2012 as business expenses were paid in different quarters in 2012 than in 2011.

 

Sales and marketing expenses were $9,403,000, or 17.96% of our revenue for the nine months ended September 30, 2012, as compared to $8,709,000 or 12.73% of our revenue for the same period in 2011.

 

The slight increase in sales and marketing expenses for the nine months ended September 30, 2012 was mainly due to the increase in the staff salary at the Beijing, Hebei and Fujian branch offices of the Company.

 

General and Administrative expenses

 

General and administrative expenses were $16,616,000 or 95.51% of our revenue for the three months ended September 30, 2012, as compared to $1,988,000 or 6.71% of revenue for the same period in 2011. For the nine months ended September 30, 2012, general and administrative expenses were $21,744,000 or 41.52% of our revenue, as compared to $5,353,000 or 7.82% of revenue for the same period in 2011.

 

The increase in general and administrative expenses for the nine months ended September 30, 2012 was mainly due to a provision for bad debts of accounts receivable of $16,089,000 that has been made for the nine months ended September 30, 2012.  The provision for bad debts of accounts receivable was $14,219,000 for the three months ended September 30, 2012 as compared to $410,000 in the same period in 2011.

 

The state system has caused serious inequality between domestic telecom operators and non-state-owned integration suppliers. In order to maintain long-term business relationships with the telecom operators, integration suppliers have had to compromise to the telecom carriers’ business management models which has caused the account receivable collection period to be extended repeatedly.

 

Research and Development expenses

 

Research and development expenses were $483,000 or 2.78% of revenues for the three months ended September 30, 2012, as compared to $510,000, or 1.72% of revenues for the same period in 2011.

 

Research and development expenses for the three months ended September 30, 2012 decreased by $27,000 or 5.29% as compared to the same period in 2011 and such decrease was mainly due to both the decrease in R&D project expenses and R&D daily expenses for the three months ended September 30, 2012. 

 

For the nine months ended September 30, 2012 the R&D expenses were $1,513,000 or 2.89% of revenues, as compared to $1,378,000 or 2.01% of revenues for the same period in 2011.

 

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Overall there were no significant changes to R&D expenses, except the expenses were made in different quarters of the year according to our R&D plan. 

 

Interest Expense

 

Three months ended September 30, 2012 and 2011:

 

    Three Months Ended 
September 30, 2012
    Three Months Ended 
September 30, 2011
    Growth  
    $’000     % of revenue     $'000     % of revenue     $'000     %  
Interest expenses     328       1.89 %     394       1.33 %     -66       -16.75 %

Nine months ended September 30, 2012 and 2011:

 

    Nine Months Ended 
September 30, 2012
    Nine  Months Ended 
September 30, 2011
    Growth  
    $’000     % of revenue     $'000     % of revenue     $'000     %  
Interest expenses     858       1.64 %     730       1.07 %     128       17.53 %

 

Interest expenses

 

Interest expenses were $328,000 for the three months ended September 30, 2012, a subtle decrease of 16.75% as compared to $394,000 for the same period in 2011. The reason for the decrease in interest expenses for the three months ended September 30, 2012 was the lower benchmark interest rate. The benchmark interest rate of the People's Bank was 6% for the three months ended September 30, 2012 compared to 6.56% in the same period of 2011, which was why the interest paid showed a relative decrease. 

 

For the nine months ended September 30, 2012, interest expenses were $858,000, an increase of $128,000 or 17.53% as compared to the same period in 2011. Interest expenses increased for the nine months ended 2012 because more interest was paid on the increased short-term loans during the period. The Company’s short-term loans were $46,501,713 for nine months ended September 30, 2012 compared to $45,159,559 in the same period of 2011.

 

Liquidity and Capital Resources

 

We generally finance our operations from internally generated cash flow and short-term bank loans. As of September 30, 2012, we had current assets of $271,402,000. Our current assets were mainly comprised of: inventories of $10,151,000, accounts receivable of $243,913,000, prepayments of $1,964,000, other current assets of $4,510,000 and cash and cash equivalents of $9,324,000. Current liabilities were $159,214,000 which were mainly comprised of accounts payable of $52,231,000, income tax payables of $19,042,000, short-term loans of $11,606,000, customer deposits for sales of equipment of $2,515,000, amounts due to related parties of $1,838,000, and service cost payable, other payables and accruals amounting to $71,982,000.

 

Our net cash used in operating activities was $6,082,000 during the nine months ended September 30, 2012 and cash and cash equivalents amounted to $9,324,000 as of September 30, 2012. Current assets were $271,402,000 and current liabilities were $159,214,000, reflecting a current ratio (current assets/current liabilities) of 1.70:1.

 

Our trading terms with our customers are mainly on credit. The accounts receivable turnover period for the three months ended September 30, 2012 was 1,232 days. We have experienced a long accounts receivable turnover period. This is due to the fact that most of our projects are integrated projects and the accounts receivable turnover period for these kinds of sales is usually longer. Most of our major competitors focus on pure equipment sales, which lead to shorter accounts receivable turnover periods. In addition, most of our customers are the “Big Three”, which are known as “blue chip” customers and their payment cycles are comparatively long.

 

Our inventory turnover period for the three months ended September 30, 2012 was 271 days. Also, our inventory turnover period for the nine months ended September 30, 2012 was 250 days.

 

In 2012, our cash and bank balances are mainly denominated in RMB and U.S. Dollars, while our bank borrowings are mainly denominated in RMB. Our revenue, expenses, assets and liabilities are mainly denominated in RMB and U.S. Dollars.

  

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any off-balance sheet arrangements.

 

CONTINGENT LIABILITIES

 

We recognize our revenue upon the completion of contracts and have made full tax provision in accordance with relevant national and local laws and regulations of the PRC. A contract is considered completed upon completion of all essential contract work and when installation has been accepted by the customer. It is the common practice in the PRC that invoices are not issued to customers until payments are received. We follow the practice of reporting our revenue for PRC tax purposes when invoices are issued. All unbilled revenue will become taxable when invoices are issued. Despite the fact that we have made full tax provision in our financial statements, we may be subject to surcharge and penalty for the deferred reporting of tax obligations. The Board of Directors considers it is unlikely that the tax surcharge and penalty will be imposed.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required for smaller reporting company.

 

Item 4. Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures

 

Under supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”); and whether any change has occurred in the Company’s internal control over financial reporting pursuant to Exchange Act Rules 13a-15(d) and 15d-15(d). Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. This information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective due to the fact that the material weaknesses in the Company’s internal control over financial reporting described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 have not been remediated as of the Evaluation Date, although steps have been taken toward remediation during the quarter ended September 30, 2012.

 

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

(b) Changes in internal control over financial reporting

 

During the quarter ended September 30, 2012, there were no changes to our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II

 

OTHER INFORMATION

 

Item 1.  Legal Proceedings.

 

None.

 

Item 1A.  Risk Factors.

 

Not required.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3.  Defaults Upon Senior Securities.

 

None.

 

Item 4.  Mine Safety Disclosures.

 

Not Applicable.

 

Item 5.  Other Information.

 

None.

 

Item 6.  Exhibits.

 

The following documents are filed or furnished as part of this report:

 

31.1*   Chief Executive Officer Certification furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2*   Chief Financial Officer Certification furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1**   Chief Executive Officer Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2**   Chief Financial Officer Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS†   XBRL Instance Document
     
101.SCH†   XBRL Taxonomy Extension Schema Document
     
101.CAL†   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF†   XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB†   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE†   XBRL Taxonomy Extension Presentation Linkbase Document

 

*Filed herewith.

 

†Furnished herewith.

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  TELESTONE TECHNOLOGIES CORPORATION  
     
Date:       November 19, 2012 By: /s/ Han Daqing  
    Han Daqing, Chief Executive Officer
    (Principal Executive Officer)
     
Date:       November 19, 2012 By: /s/ Yu Xiaoli  
    Yu Xiaoli, Chief Financial Officer
    (Principal Financial Officer)

 

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