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Share Name | Share Symbol | Market | Type |
---|---|---|---|
New Energy Systems Grp.. | AMEX:NEWN | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
þ
|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
91-2132336
|
|
(State or other jurisdiction of
incorporation or organization)
|
(IRS Employer
identification No.)
|
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | þ |
|
|
Page
|
|||
|
PART I
|
|
|||
Item 1.
|
Financial Statements
|
4 | |||
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
27 | |||
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
35 | |||
Item 4.
|
Controls and Procedures
|
35 | |||
|
PART II
|
||||
Item 1.
|
Legal Proceedings
|
36 | |||
Item 1A.
|
Risk Factors
|
36 | |||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
36 | |||
Item 3.
|
Defaults Upon Senior Securities
|
36 | |||
Item 4.
|
Mine Safety Disclosures
|
36 | |||
Item 5.
|
Other Information
|
36 | |||
Item 6.
|
Exhibits
|
37 | |||
SIGNATURES
|
41 | ||||
NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES
|
||||
CONSOLIDATED BALANCE SHEETS
|
June 30, 2012 (Unaudited)
|
December 31,
2011
|
|||||||
Current assets
|
||||||||
Cash and equivalents
|
$ | 9,033,416 | $ | 4,528,731 | ||||
Accounts receivable
|
4,189,080 | 6,614,814 | ||||||
Inventory
|
749,766 | 1,661,515 | ||||||
Prepayments
|
116,687 | 554,375 | ||||||
Other receivables
|
8,763,242 | 13,550,209 | ||||||
Taxes receivable
|
236,070 | 217,106 | ||||||
Due from shareholders
|
283,259 | 284,337 | ||||||
Deferred compensation
|
696,475 | 686,979 | ||||||
Total current assets
|
24,067,995 | 28,098,066 | ||||||
Noncurrent assets
|
||||||||
Property and equipment
|
374,306 | 208,271 | ||||||
Deferred compensation - noncurrent
|
85,993 | 423,493 | ||||||
Goodwill
|
37,180,588 | 39,888,807 | ||||||
Intangible assets, net
|
4,303,504 | 11,051,910 | ||||||
Total noncurrent assets
|
41,944,391 | 51,572,481 | ||||||
Total assets
|
$ | 66,012,386 | $ | 79,670,547 | ||||
Current liabilities
|
||||||||
Accounts payable
|
$ | 833,868 | $ | 2,837,889 | ||||
Accrued expenses and other payables
|
928,371 | 818,452 | ||||||
Taxes payable
|
58,758 | 21,103 | ||||||
Total current liabilities
|
1,820,997 | 3,677,444 | ||||||
Deferred tax liability
|
2,505,439 | 2,764,571 | ||||||
Total Liabilities
|
4,326,436 | 6,442,015 | ||||||
Commitments and Contingencies
|
||||||||
Stockholders' equity
|
||||||||
Preferred stock, $.001 par value, 60,000,000 shares authorized, 0 shares issued and outstanding
|
- | - | ||||||
Common stock, $.001 par value, 140,000,000 shares authorized, 14,591,731 and 14,571,731 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively
|
14,591 | 14,571 | ||||||
Additional paid in capital
|
74,298,859 | 74,255,585 | ||||||
Statutory reserves
|
2,410,573 | 2,410,573 | ||||||
Other comprehensive income
|
3,255,068 | 3,292,074 | ||||||
Accumulated deficit
|
(18,293,141 | ) | (6,744,271 | ) | ||||
Total stockholders' equity
|
61,685,950 | 73,228,532 | ||||||
Total liabilities and stockholders' equity
|
$ | 66,012,386 | $ | 79,670,547 |
NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES
|
||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|
Six Months Ended June 30,
|
Three Months Ended June 30, | |||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
(Unaudited)
|
(Unaudited) | |||||||||||||||
NET SALES
|
||||||||||||||||
Battery
|
$ | 4,988,308 | $ | 11,953,882 | $ | 1,991,447 | $ | 4,984,984 | ||||||||
Solar panel
|
3,557,301 | 11,675,972 | 1,598,897 | 6,161,054 | ||||||||||||
Total revenue
|
8,545,609 | 23,629,854 | 3,590,344 | 11,146,038 | ||||||||||||
COST OF SALES
|
||||||||||||||||
Battery
|
4,639,514 | 5,745,805 | 1,763,945 | 2,466,610 | ||||||||||||
Solar panel
|
3,390,119 | 8,553,509 | 1,527,426 | 4,676,631 | ||||||||||||
Total cost of sales
|
8,029,633 | 14,299,314 | 3,291,371 | 7,143,241 | ||||||||||||
GROSS PROFIT
|
515,976 | 9,330,540 | 298,973 | 4,002,797 | ||||||||||||
OPERATING EXPENSE
|
||||||||||||||||
Selling
|
718,733 | 597,973 | 323,378 | 276,110 | ||||||||||||
General and administrative
|
3,242,307 | 2,656,014 | 1,576,709 | 1,273,582 | ||||||||||||
Impairment of goodwill and intangible assets
|
8,420,096 | - | 8,420,096 | - | ||||||||||||
Total operating expenses
|
12,381,136 | 3,253,987 | 10,320,183 | 1,549,692 | ||||||||||||
INCOME (LOSS) FROM OPERATIONS
|
(11,865,160 | ) | 6,076,553 | (10,021,210 | ) | 2,453,105 | ||||||||||
OTHER INCOME (EXPENSES)
|
||||||||||||||||
Other expense (income)
|
(606 | ) | 2,324 | (347 | ) | (290 | ) | |||||||||
Interest income
|
17,283 | 4,463 | 10,105 | 3,188 | ||||||||||||
Total other income, net
|
16,677 | 6,787 | 9,758 | 2,898 | ||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
(11,848,483 | ) | 6,083,340 | (10,011,452 | ) | 2,456,003 | ||||||||||
INCOME TAX BENEFIT (EXPENSE)
|
299,613 | (1,656,055 | ) | 114,884 | (668,954 | ) | ||||||||||
INCOME (LOSS) FROM CONTINUED OPERATIONS
|
(11,548,870 | ) | 4,427,285 | (9,896,568 | ) | 1,787,049 | ||||||||||
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX
|
- | 4,180,143 | - | 1,359,824 | ||||||||||||
NET INCOME (LOSS)
|
(11,548,870 | ) | 8,607,428 | (9,896,568 | ) | 3,146,873 | ||||||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
||||||||||||||||
Foreign currency translation
|
(37,006 | ) | 361,391 | (46,839 | ) | 246,540 | ||||||||||
COMPREHENSIVE INCOME (LOSS)
|
$ | (11,585,876 | ) | $ | 8,968,819 | $ | (9,943,407 | ) | $ | 3,393,413 | ||||||
WEIGHTED AVERAGE SHARES OUTSTANDING
|
||||||||||||||||
Basic
|
14,573,599 | 14,294,318 | 14,575,467 | 14,302,039 | ||||||||||||
Diluted
|
14,574,316 | 14,564,800 | 14,576,900 | 14,551,731 | ||||||||||||
NET INCOME (LOSS) PER SHARE FROM CONTINUING OPERATIONS
|
||||||||||||||||
Basic
|
$ | (0.79 | ) | $ | 0.31 | $ | (0.68 | ) | $ | 0.12 | ||||||
Diluted
|
$ | (0.79 | ) | $ | 0.30 | $ | (0.68 | ) | $ | 0.12 | ||||||
NET INCOME (LOSS) PER SHARE FROM DISCONTINUING OPERATIONS
|
||||||||||||||||
Basic
|
$ | - | $ | 0.29 | $ | - | $ | 0.10 | ||||||||
Diluted
|
$ | - | $ | 0.29 | $ | - | $ | 0.09 | ||||||||
NET INCOME (LOSS) PER SHARE
|
||||||||||||||||
Basic
|
$ | (0.79 | ) | $ | 0.60 | $ | (0.68 | ) | $ | 0.22 | ||||||
Diluted
|
$ | (0.79 | ) | $ | 0.59 | $ | (0.68 | ) | $ | 0.21 |
NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES
|
|||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Six Months Ended June 30,
|
||||||||
2012
|
2011
|
|||||||
(Unaudited)
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$ | (11,548,870 | ) | $ | 8,607,428 | |||
Adjustments to reconcile net income (loss) to net cash
|
||||||||
provided by operating activities:
|
||||||||
Depreciation and amortization
|
1,059,493 | 1,544,712 | ||||||
Changes in deferred taxes
|
(259,132 | ) | (337,440 | ) | ||||
Deferred stock compensation
|
345,404 | 337,500 | ||||||
Stock options and warrant expense
|
25,894 | 20,038 | ||||||
Impairment of goodwill and intangible assets
|
8,420,096 | - | ||||||
(Increase) / decrease in current assets:
|
||||||||
Accounts receivable
|
2,556,709 | 1,189,052 | ||||||
Inventory
|
907,956 | (1,567,548 | ) | |||||
Prepaid expenses, deposits and other receivables
|
436,984 | (549,571 | ) | |||||
Increase/(decrease) in current liabilities:
|
||||||||
Accounts payable
|
(2,148,198 | ) | (2,494,328 | ) | ||||
Accrued expenses and other payables
|
110,571 | (233,546 | ) | |||||
Taxes payable
|
17,998 | 45,187 | ||||||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
|
(75,095 | ) | 6,561,484 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Cash from sale of disposed subsidiaries
|
4,799,936 | - | ||||||
Acquisition of property and equipment
|
(190,253 | ) | (12,964 | ) | ||||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
4,609,683 | (12,964 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Repayment of acquisition liability for subsidiaries
|
- | (6,757,273 | ) | |||||
Cash from warrant exercise
|
- | 87,500 | ||||||
NET CASH USED IN FINANCING ACTIVITIES
|
- | (6,669,773 | ) | |||||
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND EQUIVALENTS
|
(29,903 | ) | 302,182 | |||||
NET INCREASE IN CASH AND EQUIVALENTS
|
4,504,685 | 180,929 | ||||||
CASH AND EQUIVALENTS, BEGINNING OF PERIOD
|
4,528,731 | 13,065,008 | ||||||
CASH AND EQUIVALENTS, END OF PERIOD
|
$ | 9,033,416 | $ | 13,245,937 | ||||
SUPPLEMENTAL DISCLOSURES:
|
||||||||
Cash paid during the period for:
|
||||||||
Income taxes
|
$ | - | $ | 3,464,408 | ||||
Interest
|
$ | - | $ | - |
2012
|
2011
|
|||||||
Raw Materials
|
$
|
452,027
|
$
|
1,562,024
|
||||
Work-in-process
|
56,844
|
45,323
|
||||||
Finished goods
|
240,895
|
54,168
|
||||||
$
|
749,766
|
$
|
1,661,515
|
Furniture and Fixtures
|
5 years
|
Equipment
|
5 years
|
Computer Hardware and Software
|
5 years
|
Leasehold Improvement
|
1 year
|
2012
|
2011
|
|||||||
Machinery
|
$
|
296,862
|
$
|
297,992
|
||||
Office equipment
|
115,685
|
116,125
|
||||||
Leasehold improvement
|
189,726
|
-
|
||||||
Subtotal
|
602,273
|
414,117
|
||||||
Accumulated depreciation
|
(227,967
|
)
|
(205,846
|
)
|
||||
Plant and Equipment, Net
|
$
|
374,306
|
$
|
208,271
|
Six Months Ended
June 30,
|
||||||||
2012
|
2011
|
|||||||
Income (loss) from continuing operations
|
$
|
(11,548,870)
|
$
|
4,427,285
|
||||
Income (loss) from discontinued operations
|
-
|
4,180,143
|
||||||
Net income (loss)
|
$
|
(11,548,870)
|
$
|
8,607,428
|
||||
Weighted average shares outstanding - basic
|
14,573,599
|
14,294,318
|
||||||
Effect of dilutive securities:
|
||||||||
Preferred stock
|
-
|
252,482
|
||||||
Options issued
|
717
|
-
|
||||||
Weighted average shares outstanding – diluted
|
14,574,316
|
14,546,800
|
||||||
Income (loss) per share from continuing operations – basic
|
$
|
(0.79)
|
$
|
0.31
|
||||
Income (loss) per share from continuing operations – diluted
|
$
|
(0.79)
|
$
|
0.30
|
||||
Income (loss) per share from discontinued operations – basic
|
$
|
--
|
$
|
0.29
|
||||
Income (loss) per share from discontinued operations – diluted
|
$
|
--
|
$
|
0.29
|
||||
Net income (loss) per share – basic
|
$
|
(0.79)
|
$
|
0.60
|
||||
Net income (loss) per share – diluted
|
$
|
(0.79)
|
$
|
0.59
|
Three Months Ended
June 30,
|
||||||||
2012
|
2011
|
|||||||
Income (loss) from continuing operations
|
$
|
(9,896,568)
|
$
|
1,787,049
|
||||
Income (loss) from discontinued operations
|
-
|
1,359,824
|
||||||
Net income (loss)
|
$
|
(9,896,568)
|
$
|
3,146,873
|
||||
Weighted average shares outstanding - basic
|
14,575,467
|
14,302,039
|
||||||
Effect of dilutive securities:
|
||||||||
Preferred stock
|
-
|
249,692
|
||||||
Weighted average shares outstanding – diluted
|
14,576,900
|
14,551,731
|
||||||
Income (loss) per share from continuing operations – basic
|
$
|
(0.68)
|
$
|
0.12
|
||||
Income (loss) per share from continuing operations – diluted
|
$
|
(0.68)
|
$
|
0.12
|
||||
Income (loss) per share from discontinued operations – basic
|
$
|
--
|
$
|
0.10
|
||||
Income (loss) per share from discontinued operations – diluted
|
$
|
--
|
$
|
0.09
|
||||
Net income (loss) per share – basic
|
$
|
(0.68)
|
$
|
0.22
|
||||
Net income (loss) per share – diluted
|
$
|
(0.68)
|
$
|
0.21
|
2012
|
2011
|
|||||||
Patents
|
$
|
15,167,497
|
$
|
15,167,497
|
||||
Accumulated amortization
|
(5,152,116
|
)
|
(4,115,587
|
)
|
||||
Less: impairment | (5,711,877 | ) | - | |||||
Intangible assets, net
|
$
|
4,303,504
|
$
|
11,051,910
|
2013
|
$
|
772,625
|
||
2014
|
772,625
|
|||
2015
|
772,625
|
|||
2016
|
772,625
|
|||
2017
|
772,625
|
|||
Thereafter
|
440,379
|
|||
Total
|
$
|
4,303,504
|
2012
|
2011
|
|||||||
Receivable for sale of discontinued operations
|
$
|
8,714,717
|
$
|
13,501,372
|
||||
Other receivables and deposits
|
48,525
|
48,837
|
||||||
Total
|
$
|
8,763,242
|
$
|
13,550,209
|
2012
|
2011
|
|||||||
Income tax
|
$
|
236,070
|
$
|
196,445
|
||||
VAT
|
-
|
20,661
|
||||||
Total
|
$
|
236,070
|
$
|
217,106
|
2012
|
2011
|
|||||||
VAT
|
$
|
34,392
|
$
|
-
|
||||
Other
|
24,366
|
21,103
|
||||||
Total
|
$
|
58,758
|
$
|
21,103
|
2012
|
2011
|
|||||||
Payable for expense reimbursement
|
$
|
753,127
|
$
|
540,653
|
||||
Payroll payables
|
153,497
|
201,484
|
||||||
Accrued expenses
|
21,747
|
76,315
|
||||||
Total
|
$
|
928,371
|
$
|
818,452
|
Number of Shares
|
||||
Outstanding at January 1, 2011
|
25,000
|
|||
Exercisable at January 1, 2011
|
12,500
|
|||
Granted
|
25,000
|
|||
Exercised
|
-
|
|||
Expired
|
-
|
|||
Outstanding at December 31, 2011
|
50,000
|
|||
Exercisable at December 31, 2011
|
37,500
|
|||
Granted
|
55,000
|
|||
Exercised
|
-
|
|||
Expired
|
-
|
|||
Outstanding at June 30, 2012
|
105,000
|
|||
Exercisable at June 30, 2012
|
77,500
|
Exercise Price
|
Total
Options
Outstanding
|
Weighted
Average
Remaining
Life
(Years)
|
Total
Weighted
Average
Exercise
Price
|
Options
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||
$
|
6.55 - 0.58
|
105,000
|
2.23
|
$
|
2.61
|
77,500
|
$
|
3.33
|
Number of Shares
|
||||
Outstanding at January 1, 2011
|
236,000
|
|||
Exercisable at January 1, 2011
|
200,000
|
|||
Granted
|
36,000
|
|||
Exercised
|
(17,500)
|
|||
Expired
|
82,500
|
|||
Outstanding at December 31, 2011
|
172,000
|
|||
Exercisable at December 31, 2011
|
172,000
|
|||
Granted
|
-
|
|||
Exercised
|
-
|
|||
Expired
|
-
|
|||
Outstanding at June 30, 2012
|
172,000
|
|||
Exercisable at June 30, 2012
|
172,000
|
Exercise Price
|
Total
Warrants
Outstanding
|
Weighted
Average
Remaining
Life
(Years)
|
Total
Weighted
Average
Exercise
Price
|
Warrants
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||
$
|
$5.00-$6.50
|
172,000
|
0.91
|
$
|
6.10
|
172,000
|
$
|
6.10
|
Six Months Ended June 30,
|
Three Months Ended June 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
US statutory rates
|
(34.0
|
)%
|
34.0
|
%
|
(34.0
|
)%
|
34.0
|
%
|
||||||||
Tax rate difference
|
8.4
|
%
|
(10.2
|
)%
|
8.6.
|
%
|
(10.2
|
)%
|
||||||||
Effect of tax holiday
|
-
|
(1.2
|
)%
|
-
|
(1.2
|
)%
|
||||||||||
Goodwill impairment
|
17.8
|
%
|
-
|
21.0
|
%
|
-
|
||||||||||
Valuation allowance on deferred tax on US NOL
|
5.3
|
%
|
4.6
|
%
|
3.3
|
%
|
4.6
|
%
|
||||||||
Tax expense at actual rate
|
(2.5
|
)%
|
27.2
|
%
|
(1.1
|
)%
|
27.2
|
%
|
Six Months Ended June 30,
|
Three Months Ended June 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Income tax expense (benefit) - current
|
$
|
(40,481
|
)
|
$
|
1,895,934
|
$
|
14,682
|
$
|
789,661
|
|||||||
Income tax expense (benefit) - deferred
|
(259,132
|
)
|
(239,879
|
)
|
(129,566
|
)
|
(120,707
|
)
|
||||||||
Total income tax expenses (benefit)
|
$
|
(299,613
|
)
|
$
|
1,656,055
|
$
|
(114,884
|
)
|
$
|
668,954
|
Six months ended June 30,
|
Three months ended June 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
CEIEC
|
16 | % | * | 17 | % | * |
Six months ended June 30,
|
Three months ended June 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
XingZhiJie
|
12 | % | * | 25 | % | * | ||||||||||
RunFeng
|
* | * | 10 | % | * | |||||||||||
ChuangYi
|
* | * | * | 13 | % |
Six months ended June 30,
|
Three months ended June 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenues from unaffiliated customers:
|
||||||||||||||||
Battery
|
$
|
4,988,308
|
$
|
11,953,882
|
$
|
1,991,447
|
$
|
4,984,984
|
||||||||
Solar panel
|
3,557,301
|
11,675,972
|
1,598,897
|
6,161,054
|
||||||||||||
Consolidated
|
$
|
8,545,609
|
$
|
23,629,854
|
$
|
3,590,344
|
$
|
11,146,038
|
||||||||
Operating income (loss):
|
||||||||||||||||
Battery
|
$
|
(1,532,595
|
)
|
$
|
4,164,421
|
$
|
(645,253
|
)
|
$
|
1,530,295
|
||||||
Solar panel
|
(9,487,217
|
)
|
2,728,684
|
(8,918,917
|
)
|
1,253,990
|
||||||||||
Corporation
|
(845,348
|
)
|
(816,552
|
)
|
(457,040
|
)
|
(331,180
|
)
|
||||||||
Consolidated
|
$
|
(11,865,160
|
)
|
$
|
6,076,553
|
$
|
(10,021,210
|
)
|
$
|
2,453,105
|
||||||
Net income (loss) from continuing operations
|
||||||||||||||||
Battery
|
$
|
(1,146,106
|
)
|
$
|
3,167,962
|
$
|
(450,561
|
)
|
$
|
1,163,782
|
||||||
Solar panel
|
(9,557,062
|
)
|
2,076,211
|
(8,988,762
|
)
|
954,570
|
||||||||||
Corporation
|
(845,702
|
)
|
(816,888
|
)
|
(457,245
|
)
|
(331,303
|
)
|
||||||||
Consolidated
|
$
|
(11,548,870
|
)
|
$
|
4,427,285
|
$
|
(9,896,568
|
)
|
$
|
1,787,049
|
||||||
Depreciation and amortization:
|
||||||||||||||||
Battery
|
$
|
1,043,575
|
$
|
1,007,276
|
$
|
521,632
|
$
|
506,683
|
||||||||
Solar panel
|
15,918
|
14,156
|
8,090
|
7,279
|
||||||||||||
Consolidated
|
$
|
1,059,493
|
$
|
1,021,432
|
*
|
$
|
529,722
|
$
|
513,962
|
*
|
Cash
|
$
|
4,033,446
|
||
Accounts receivable
|
2,626,389
|
|||
Other receivable
|
24,156,003
|
|||
Inventory
|
518,457
|
|||
Taxes receivable
|
1,297,924
|
|||
Property and equipment, net
|
912,775
|
|||
Intangible assets, net
|
6,285,970
|
|||
Accounts payable
|
(861,597
|
)
|
||
Other payable and accrued expenses
|
(241,125
|
)
|
||
Deferred tax liability
|
(1,362,935
|
)
|
||
Disposal gain
|
292,067
|
|||
Selling price
|
$
|
37,657,374
|
2013
|
$
|
269,000
|
||
2014
|
135,000
|
|||
$
|
404,000
|
2012
|
% of Sales
|
2011
|
% of Sales
|
|||||||||||||
Net sales
|
||||||||||||||||
Battery
|
$
|
1,991,447
|
55
|
%
|
$
|
4,984,984
|
45
|
%
|
||||||||
Solar panel
|
1,598,897
|
45
|
%
|
6,161,054
|
55
|
%
|
||||||||||
Total revenue
|
3,590,344
|
100
|
%
|
11,146,038
|
100
|
%
|
||||||||||
Cost of sales
|
||||||||||||||||
Battery
|
1,763,945
|
49
|
%
|
2,466,610
|
22
|
%
|
||||||||||
Solar panel
|
1,527,426
|
43
|
%
|
4,676,631
|
42
|
%
|
||||||||||
Total cost of sales
|
3,291,371
|
92
|
%
|
7,143,241
|
64
|
%
|
||||||||||
Gross profit
|
298,973
|
8
|
%
|
4,002,797
|
36
|
%
|
||||||||||
Operating expenses
|
||||||||||||||||
Selling
|
323,378
|
9
|
%
|
276,110
|
2
|
%
|
||||||||||
General and administrative
|
1,576,709
|
44
|
%
|
1,273,582
|
11
|
%
|
||||||||||
Impairment of goodwill and intangible assets
|
8,420,096
|
235
|
%
|
-
|
-
|
%
|
||||||||||
Total operating expenses
|
10,320,183
|
287
|
%
|
1,549,692
|
14
|
%
|
||||||||||
Income (loss) from operations
|
(10,021,210
|
)
|
(279
|
)%
|
2,453,105
|
22
|
%
|
|||||||||
Other income, net
|
9,758
|
-
|
%
|
2,898
|
-
|
%
|
||||||||||
Income (loss) before income taxes
|
(10,011,452
|
)
|
(279
|
)%
|
2,456,003
|
22
|
%
|
|||||||||
Income tax expense (benefit)
|
114,884
|
3
|
%
|
(668,954
|
)
|
(6
|
)%
|
|||||||||
Income (loss) from continued operations, net of tax
|
(9,896,568
|
)
|
(276
|
)%
|
1,787,049
|
16
|
%
|
|||||||||
Income from discontinued operations, net of tax
|
-
|
-
|
%
|
1,359,824
|
12
|
%
|
||||||||||
Net income (loss)
|
$
|
(9,896,568
|
)
|
(276
|
)%
|
$
|
3,146,873
|
28
|
%
|
2012
|
% of Sales
|
2011
|
% of Sales
|
|||||||||||||
Net sales
|
||||||||||||||||
Battery
|
$
|
4,988,308
|
58
|
%
|
$
|
11,953,882
|
51
|
%
|
||||||||
Solar panel
|
3,557,301
|
42
|
%
|
11,675,972
|
49
|
%
|
||||||||||
Total revenue
|
8,545,609
|
100
|
%
|
23,629,854
|
100
|
%
|
||||||||||
Cost of sales
|
||||||||||||||||
Battery
|
4,639,514
|
93
|
%
|
5,745,805
|
48
|
%
|
||||||||||
Solar panel
|
3,390,119
|
95
|
%
|
8,553,509
|
73
|
%
|
||||||||||
Total cost of sales
|
8,029,633
|
94
|
%
|
14,299,314
|
61
|
%
|
||||||||||
Gross profit
|
515,976
|
6
|
%
|
9,330,540
|
39
|
%
|
||||||||||
Operating expenses
|
||||||||||||||||
Selling
|
718,733
|
8
|
%
|
597,973
|
3
|
%
|
||||||||||
General and administrative
|
3,242,307
|
38
|
%
|
2,656,014
|
11
|
%
|
||||||||||
Impairment of goodwill and intangible assets
|
8,420,096
|
99
|
%
|
-
|
-
|
%
|
||||||||||
Total operating expenses
|
12,381,136
|
145
|
%
|
3,253,987
|
14
|
%
|
||||||||||
Income (loss) from operations
|
(11,865,160
|
)
|
(139
|
)%
|
6,076,553
|
25
|
%
|
|||||||||
Other income, net
|
16,677
|
-
|
%
|
6,787
|
-
|
%
|
||||||||||
Income (loss) before income taxes
|
(11,848,483
|
)
|
(139
|
)%
|
6,083,340
|
25
|
%
|
|||||||||
Income tax expense (benefit)
|
299,613
|
4
|
%
|
(1,656,055
|
)
|
(7
|
)%
|
|||||||||
Income (loss) from continued operations, net of tax
|
(11,548,870
|
)
|
(135
|
)%
|
4,427,285
|
18
|
%
|
|||||||||
Income from discontinued operations, net of tax
|
-
|
%
|
4,180,143
|
18
|
%
|
|||||||||||
Net income (loss)
|
$
|
(11,548,870
|
)
|
(135
|
)%
|
$
|
8,607,428
|
36
|
%
|
|||||||
2012
|
2011
|
|||||||
Cash provided by (used in):
|
||||||||
Operating Activities
|
$
|
(75,095)
|
$
|
6,561,484
|
||||
Investing Activities
|
4,609,683
|
(12,964
|
)
|
|||||
Financing Activities
|
-
|
(6,669,773
|
)
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 4.
|
CONTROLS AND PROCEDURES.
|
ITEM 6.
|
EXHIBITS.
|
(a)
|
Exhibits
|
Exhibit No.
|
Title of Document
|
Location
|
||
2.1
|
Share Exchange Agreement, dated February 14, 2006, between us, UPE Limited (Far East), Shenzhen Zhuo Tong Power Supply Industry Co., Ltd., and the shareholders of UPE Limited
|
Incorporated by reference as Exhibit 2.1 to Form 8-K filed February 21, 2006
|
||
2.2
|
Amended and Restated Share Exchange Agreement, dated March 22, 2006, between us, Galaxy View International Ltd., Shenzhen Sono, and the shareholders of Galaxy View International Ltd.
|
Incorporated by reference as Exhibit 2.1 to Form 8-K filed March 24, 2006
|
||
2.3
|
Share Exchange Agreement and Plan or Reorganization
|
Incorporated by reference as Exhibit 10.1 to Form 8-K filed September 29, 2004
|
||
3.1.1
|
Articles of Incorporation
|
Incorporated by reference as Exhibit 3(i)(1) to Form 8-K filed September 16, 2004
|
||
3.1.2
|
Amendment to Articles of Incorporation
|
Incorporated by reference as Exhibit 3(i)(2) to Form 8-K filed September 16, 2004
|
||
3.1.3
|
Amendment to Articles of Incorporation
|
Incorporated by reference as Exhibit 3(i)(3) to Form 8-K filed September 16, 2004
|
||
3.1.4
|
Certificate of Designation of Series A Convertible Preferred Stock
|
Incorporated by reference as Exhibit 3(i) to Form 8-K filed July 28, 2006
|
||
3.1.5
|
Certificate of Amendment to Articles of Incorporation
|
Incorporated by reference as Exhibit 3.1 to Form 8-K filed on November 19, 2009
|
||
3.1.6
|
Amendment to the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock
|
Incorporated by reference as Exhibit 3.1 to Form 8-K filed on October 21, 2010.
|
||
3.2
|
Bylaws
|
Incorporated by reference as Exhibit 3.4 to Form SB-2/A filed March 22, 2002
|
||
4.1
|
Form of Stock Certificate
|
Incorporated by reference as Exhibit 4.1 to Form SB-2/A filed March 22, 2002
|
||
4.2
|
2004 Equity Incentive Plan
|
Incorporated by reference as Exhibit 4.1 to Form S-8 filed March 2, 2004
|
||
4.3
|
Form of Class A, B and C Warrants
|
Incorporated by reference as Exhibit 4.3 to Form 10-KSB filed March 30, 2006
|
||
4.4
|
Form of Subscription Agreement dated March 17, 2004 by and among Jasmine's Garden and the Investors
|
Incorporated by reference as Exhibit 4.1 to Form 8-K filed March 22, 2004
|
||
4.5
|
2011 Equity Incentive Plan
|
Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 2, 2012
|
10.1
|
Sales Contract dated April 21, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Shenzhen Gao Yi Electonics Co. LTD.
|
Incorporated by reference as Exhibit 10.1 to Form 8-K filed April 22, 2005
|
||
10.2
|
Sales Contract dated July 12, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Wuhan Jie Xin Communication Development Co., LTD.
|
Incorporated by reference as Exhibit 2.1 to Form 8-K filed July 14, 2005
|
||
10.3
|
Sales Contract dated December 31, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Yin Si Qi Electronics Co.
|
Incorporated by reference as Exhibit 2.1 to Form 8-K filed January 6, 2006
|
||
10.4
|
Loan Agreement dated March 10, 2006, between New Energy Systems Group and United Private Equity (The Pacific) Limited
|
Incorporated by reference as Exhibit 2.1 to Form 8-K filed March 15, 2006
|
||
10.5
|
Employment Agreement dated December 10, 2009 between New Energy Systems Group and Weihe Yu
|
Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 15, 2010
|
||
10.6
|
Employment Agreement dated July 1, 2009 between New Energy Systems Group and Fushun Li
|
Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 15, 2010
|
||
10.7
|
Employment Agreement dated September 1, 2009 between New Energy Systems Group and Junfeng Chen
|
Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 15, 2010
|
||
10.8
|
Share Exchange Agreement, dated November 10, 2010, by and among Shenzhen Anytone Technology Co. Ltd, Shenzhen Kim Fai Solar Energy Technology Co., Ltd., and the Company.
|
Incorporated by reference as Exhibit 10.1 to Form 8-K filed November 12, 2010
|
||
10.9
|
Letter of Appointment, dated June 11, 2010, by and between Mr. Elan Yaish and the Company.
|
Incorporated by reference as Exhibit 10.1 to Form 8-K filed June 17, 2010
|
||
10.10
|
Lease Agreement, dated August 28, 2009, by and between Shenzhen Longgang District Tailian Industrial Development Co., Ltd. and Shenzhen NewPower Technology Co., Ltd.
|
Incorporated by reference as Exhibit 10.10 to Form 10-K filed March 28, 2011
|
||
10.11
|
Lease Agreement, dated January 1, 2009, by and between China Great wall calculator Shenzhen Co., Ltd. And Shenzhen Anytone Technology Co., Ltd.
|
Incorporated by reference as Exhibit 10.11 to Form 10-K filed March 28, 2011
|
||
10.12
|
2004 Equity Incentive Plan
|
Incorporated by reference to the Registration Statement on Form S-8 filed on March 2, 2004
|
||
10.13
|
China Digital Communication Group 2009 Equity Incentive Plan
|
Incorporated by reference to the Registration Statement on Form S-8 filed on October 28, 2009
|
||
10.14
|
Employment Agreement, dated September 1, 2008, by and between Nian Chen and Shenzhen Anytone Technology Co., Ltd.
|
Incorporated by reference as Exhibit 10.14 to Form 10-K filed March 28, 2011
|
||
10.15
|
Lease Agreement, dated December 23, 2005, by and between Kim Fai
|
Incorporated by reference as Exhibit 10.15 to Form 10-K filed March 28, 2011
|
10.16
|
Branding Strategy Consulting Agreement, dated August 18, 2009, by and between the Company and Rui Wang, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
|
Incorporated by reference as Exhibit 10.15 to Form 10-K/A filed August 19, 2011
|
||
10.17
|
Branding Strategy Consulting Agreement, dated August 18, 2009, by and between the Company and Qiong Xiong, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
|
Incorporated by reference as Exhibit 10.16 to Form 10-K/A filed August 19, 2011
|
||
10.18
|
Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Zhiyong Xu, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
|
Incorporated by reference as Exhibit 10.17 to Form 10-K/A filed August 19, 2011
|
||
10.19
|
Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Changsuo Li, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
|
Incorporated by reference as Exhibit 10.18 to Form 10-K/A filed August 19, 2011
|
||
10.20
|
Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Fang Gao, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
|
Incorporated by reference as Exhibit 10.19 to Form 10-K/A filed August 19, 2011
|
||
10.21
|
Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Xi Li, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
|
Incorporated by reference as Exhibit 10.20 to Form 10-K/A filed August 19, 2011
|
||
10.22
|
Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Shuang Yang, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
|
Incorporated by reference as Exhibit 10.21 to Form 10-K/A filed August 19, 2011
|
||
10.23
|
Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Jie Zhang and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
|
Incorporated by reference as Exhibit 10.22 to Form 10-K/A filed August 19, 2011
|
||
10.24
|
Loan Agreement between New Energy Systems Group and Chuangding Investment Consulting (Shenzhen) Co., Ltd., dated April 21, 2011.
|
Incorporated by reference as Exhibit 10.1 to Form 8-K filed April 26, 2011
|
||
10.25
|
Security Agreement between New Energy Systems Group and Chuangding Investment Consulting (Shenzhen) Co., Ltd., dated April 21, 2011.
|
Incorporated by reference as Exhibit 10.2 to Form 8-K filed April 26, 2011
|
||
10.26
|
Guarantee Letter with between New Energy Systems Group and Chuangding Investment Consulting (Shenzhen) Co., Ltd., dated April 21, 2011.
|
Incorporated by reference as Exhibit 10.3 to Form 8-K filed April 26, 2011
|
10.27
|
Loan Agreement between New Energy Systems Group and Beijing Guojincheng Asset Management Co., Ltd., dated April 21, 2011.
|
Incorporated by reference as Exhibit 10.4 to Form 8-K filed April 26, 2011
|
||
10.28
|
Security Agreement New Energy Systems Group and Beijing Guojincheng Asset Management Co., Ltd., dated April 21, 2011.
|
Incorporated by reference as Exhibit 10.5 to Form 8-K filed April 26, 2011
|
||
10.29
|
Guarantee Letter New Energy Systems Group and Beijing Guojincheng Asset Management Co., Ltd., dated April 21, 2011.
|
Incorporated by reference as Exhibit 10.6 to Form 8-K filed April 26, 2011
|
||
10.30
|
Equity Transfer Agreement between New Energy Systems Group and Billion Electronics Limited (BVI), dated November 24, 2011.
|
Incorporated by reference as Exhibit 10.1 to Form 8-K filed November 30, 2011
|
||
10.31
|
Security Agreement between New Energy Systems Group and Shenzhen E’Jenie Technology Development Co., Ltd., dated November 24, 2011.
|
Incorporated by reference as Exhibit 10.2 to Form 8-K filed November 30, 2011
|
||
10.32
|
Guarantee Agreement made to New Energy Systems Group by Xuemei Fang, dated November 24, 2011.
|
Incorporated by reference as Exhibit 10.3 to Form 8-K filed November 30, 2011
|
||
10.33
|
Guarantee Agreement made to New Energy Systems Group by Weirong Xu, dated November 24, 2011.
|
Incorporated by reference as Exhibit 10.4 to Form 8-K filed November 30, 2011
|
||
14.1
|
Code of Ethics
|
Incorporated by reference as Exhibit 14.1 to Form 8-K filed June 17, 2010
|
||
21.1
|
Subsidiaries
|
Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 2, 2012
|
||
Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.
|
Filed herewith
|
|||
Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.
|
Filed herewith
|
|||
Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002.
|
Filed herewith
|
|||
Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.
|
Filed herewith
|
|||
101.INS | XBRL Instance Document* | |||
101.SCH | XBRL Taxonomy Extension Schema.* | |||
101.CAL | XBRL Taximonomy Extension Calculation Linkbase* | |||
101.DEF | XBRL Taximonomy Extension Definition Linkbase* | |||
101.LAB | XBRL Taximonomy Extension Label Linkbase* | |||
101.PRE | XBRL Taximonomy Extension Presentation Linkbase* |
NEW ENERGY SYSTEMS GROUP | |||
Dated: August 14, 2012
|
By:
|
/s/ Weihe Yu | |
Name: Weihe Yu | |||
Title: Chief Executive Officer |
Dated: August 14, 2012
|
By:
|
/s/ Junfeng Chen | |
Name: Junfeng Chen | |||
Title: Chief Financial Officer |
1 Year New Energy Systems Grp.. Chart |
1 Month New Energy Systems Grp.. Chart |
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