UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2005
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
Commission File No. 0-13337
ADVANCED BATTERY TECHNOLOGIES, INC.
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(Name of Small Business Issuer in Its Charter)
DELAWARE 22-2497491
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
136-14 Northern Blvd., Suite 8E, Flushing, NY 11354
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(Address of principal executive offices)
718-359-6866
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(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports); and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of each of the issuer's class of equity as
of the latest practicable date is stated below:
Title of each class of Common Stock
Outstanding as of May 10, 2005
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Common Stock, $0.001 par value 24,237,094
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements 3
Item 2. Management's Discussion and Analysis or Plan of Operation 9
Item 3. Controls and Procedures 11
PART II - OTHER INFORMATION 11
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters To a Vote of Security Holders 11
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
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PART I - FINANCIAL INFORMATION
ADVANCED BATTERY TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
March 31,2005
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(Unaudited)
ASSETS
Current assets
Cash and cash equivalents 109,914
Accounts receivable 317
Inventories 256,947
Prepayments, deposits and other receivable 278,305
---------
Total current assets 645,483
Property, plant and equipment, net 3,722,114
Construction in process 7,656,762
Deposits for acquisition of property, plant
and equipment 398,695
Rights to use land and power, net 424,437
Patents, net 103,318
Prepaid expenses 1,481,582
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Total assets 14,432,391
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable 36,767
Accrued expenses and other payables 203,458
Notes payable 362,472
Other loans payable 325,963
Current maturities of long-term debts 1,242,207
Customer deposits 782,646
Welfare payable 65,883
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Total current liabilities 3,019,396
Long-term debts, less current maturities 1,212,700
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Total liabilities 4,232,096
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Minority interests 1,612,896
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Stockholders' equity
Common stock (Note 2) 24,237
Additional paid-in capital 11,763,223
Accumulated deficit (3,227,882)
Accumulated other comprehensive income 27,821
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Total stockholders' equity 8,587,399
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Total liabilities and stockholders' equity 14,432,391
==========
See the accompanying notes to the unaudited consolidated financial
statements
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ADVANCED BATTERY TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended March 31,
---------------------------------
2005 2004
(Unaudited) (Unaudited)
Revenue 31,407 476,009
Cost of sales (24,165) (266,566)
-------- --------
Gross profit 7,242 209,443
Other income 801 139
Selling expenses (2,996) (7,105)
General and administrative expenses (441,839) (244,707)
Research and development costs - (23,833)
Interest expense (48,716) (7,091)
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Loss before minority interests (485,508) (73,154)
Minority interests 49,217 21,946
-------- --------
Net loss (436,291) (51,208)
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Net loss per share (Note 3) 0.020 0.006
======== ========
Weighted average number of
shares outstanding 21,851,316 9,141,130
========== =========
See the accompanying notes to the unaudited consolidated financial
statements
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ADVANCED BATTERY TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31,
---------------------------------
2005 2004
(Unaudited) (Unaudited)
Three months ended
Cash flows from operating
activities :
Net loss (436,291) (51,208)
Adjustments to reconcile net
loss to net cash (used in)/
provided by operating activities :
Depreciation and amortization 49,896 43,334
Amortization of prepaid expenses 321,452 -
Minority interests (49,217) (21,946)
Changes in operating assets and
liabilities :
Increase in accounts receivable - (421,939)
Increase in inventories (23,454) (101,992)
Decrease/(increase) in prepayments,
deposits and other receivable 33,241 (12,692)
Decrease in tax receivable - 28,495
(Decrease)/increase in accounts
payable, accrued expenses and
other payable (7,861) 296,790
(Decrease)/increase in customer
deposits (31,636) 451,354
Increase in welfare payable 8,014 6,909
-------- --------
Net cash (used in)/provided by
operating activities (135,856) 217,105
-------- --------
Cash flows from investing
activities :
Purchase of property, plant
and equipment (346,979) (60,005)
Additions to construction in
process (3,545,897) (91,772)
Purchase of patents - (6,360)
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Net cash used in investing
activities (3,892,876) (158,137)
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Cash flows from financing
activities :
Net proceeds from issuance of
common stock 3,383,084 -
Repayment from officers - 71,361
Decrease in other loans payable (2,707) (37,527)
Decrease in other loans receivable - 33,326
Repayment to employee - (75,778)
Decrease in long-term debts (1,862) (2,720)
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Net cash provided by/(used in)
financing activities 3,378,515 (11,338)
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Net (decrease)/increase in cash
and cash equivalents (650,217) 47,630
Effect of foreign exchange rate
changes 2,116 -
Cash and cash equivalents,
beginning of period 758,015 8,063
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Cash and cash equivalents, end of
period 109,914 55,693
========= =========
See the accompanying notes to the unaudited consolidated financial
statements
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ADVANCED BATTERY TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
(i) The accompanying consolidated financial statements of
Advanced Battery Technologies, Inc. ("ABAT") and its subsidiaries (the
"Group") have been prepared in accordance with generally accepted
accounting principles in the United States of America for interim
consolidated financial information. Accordingly, they do not include all
the information and notes necessary for comprehensive consolidated
financial statements. These financial statements should be read in
conjunction with ABAT's audited financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2004.
In the opinion of the management of ABAT, all adjustments necessary for a
fair presentation of the financial position and the results of operations
and cash flows for the interim periods have been included. Interim
results are not necessarily indicative of results for a full year.
(ii) The Company has two subsidiaries, Cashtech Investment
Limited ("Cashtech"), a British Virgin Island corporation, and
Heilongjiang ZhongQiang Power-Tech Co., Ltd. ("ZQ Power-Tech"). ZQ Power-
Tech is a limited liability company established in the People's Republic
of China in which Cashtech owns 70% interest. Cashtech has no other
assets.
In March 2004, stockholders holding 70% ownership in ZQ Power-Tech
transferred those shares to obtain 100% ownership in Cashtech. On May 6,
2004, ABAT completed a share exchange with the stakeholders of Cashtech.
The combination of these two transactions is being treated as a reverse
merger and recapitalization of ZQ Power-Tech, which is treated as the
accounting acquirer.
The purchase method under reverse takeover accounting has been applied for
the above two share exchanges. These consolidated financial statements
issued under the name of the legal parent, ABAT, are a continuation of the
financial statements of ZQ Power-Tech. The comparative figures in the
consolidated statements of operations and cash flows are those of ZQ
Power-Tech. The 30% minority interests in ZQ Power-Tech are reflected in
the comparative figures as if the current group structure was already in
existence.
(iii) The Group has an accumulated deficit as of March 31, 2005.
However, based on the substantial backlog of orders of approximately $29
million that the Group has accumulated, the management of the Group
believes that these orders will generate sufficient revenue and cash flows
to enable the Group to continue as a going concern.
2. COMMON STOCK No. of shares Amount
Authorized :-
Common stock at $0.001 par value 60,000,000 60,000
Issued and outstanding :-
At January 1, 2005 12,940,169 12,940
Shares issued for settlement
of loan (Note 2(i)) 11,276,947 11,277
Shares issued to a consultant
(Note 2(ii)) 20,000 20
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At March 31, 2005 24,237,116 24,237
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Notes:-
(i) On January 20, 2005, the Company entered into a contract
with its chairman, Zhiguo Fu, as well as Zhijie Fu and Wenhua Yang. The
contract acknowledged that these three individuals had provided $4,832,976
to fund the construction of plant facilities owned by ZQ Power-Tech.
Since the Company has a 70% interest in ZQ Power-Tech, the contract
provided that the Company would issue a total of 11,276,947 shares of
common stock to satisfy $3,383,084 (i.e. 70%) of the loan from the three
individuals to ZQ Power-Tech. The number of shares to be issued was based
upon $0.30 per share, which represented the closing price of the Company's
common stock on the Over-the-Counter Bulletin Board on January 19, 2005.
Accordingly, the Company issued 11,276,947 shares of common stock to the
three individuals on January 20, 2005. $3,371,807, which represented the
excess of the loan amount over the par value of the stock issued, was
included in additional paid-in capital.
(ii) The Company entered into an agreement with a consultant for the
provision of consultancy services in connection with the operation of the
businesses of the Company for a period from January 24, 2005 to June 30, 2005.
As full compensation for the services to be rendered, the Company issued to
the consultant 20,000 shares of its common stock on January 24, 2005. An
amount of $10,380, which represents the aggregate fair value of the shares
in excess of par value, was included in additional paid-in capital.
3. NET LOSS PER SHARE
(i) The basic net loss per share is calculated using the net loss and the
weighted average number of common stock outstanding during the interim
periods.
Three months ended March 31,
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2005 2004
Net loss $ 436,291 $ 51,208
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Weighted average number of shares
outstanding 21,851,316 9,141,130
========== =========
Basic net loss per share $ 0.020 $ 0.006
========== =========
# The number represents the number of shares issued by ABAT for the share
exchange with Cashtech (after taking into account the reverse stock split
on July 12, 2004).
(ii) The diluted net loss per share is not presented as there was no
dilutive effect for both interim periods.
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4. SUPPLEMENTAL CASH FLOW INFORMATION
Three months ended March 31,
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2005 2004
Interest paid 48,716 7,091
Income taxes - -
Other than the above-mentioned information, during the three months ended
March 31, 2005, there was a non-cash transaction regarding the issuance of
the Company's common stock for the provision of consultancy work by a
consultant, the details of which are set out in note 2(ii).
5. COMMITMENTS
(i) At March 31, 2005, the Group had capital commitments in respect of
acquisition of property, plant and equipment, which are contracted for but
not provided in the financial statements, amounting to $150,861.
(ii) At March 31, 2005, the Group had agreed to pay $144,989 to Harbin
Institute of Technology for the research and development of polymer
lithium-ion batteries for motor vehicles.
6. WARRANTIES
The Group warrants that all batteries manufactured by it will be free from
defects in material and workmanship under normal use for a period of one
year from the date of shipment. The Group's experience for costs and
expenses in connection with such warranties has been minimal and during
the three months ended March 31, 2005, no amounts have been considered
necessary to reserve for warranty costs.
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Item 1. Management's Discussion and Analysis or Plan of Operation
Forward Looking Statements
The information in this discussion contains forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements include statements regarding
our capital needs, business strategy and expectations. Any statements
contained herein that are not statements of historical facts may be deemed
to be forward-looking statements. Readers are cautioned that there are
risks and uncertainties which may cause actual future results to differ
from the results anticipated in these forward-looking statements. A
detailed discussion of some of the risks that may cause such a difference
has been set forth in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2004 in the section numbered "Item 6" under the
heading "Risk Factors That May Affect Future Results." Readers are
cautioned not to place undue reliance on these forward-looking statements,
which reflect management's opinions only as of the date hereof. We
disclaim any obligation to publicly update these statements, or disclose
any difference between its actual results and those reflected in these
statements.
Recent Business Events
Business Overview
Advanced Battery Technologies, Inc. is a holding company with one
subsidiary: Cashtech Investment Limited, a British Virgin Islands
corporation. Cashtech Investment Limited has only one asset, which is 70%
of the capital stock of Heilongjiang ZhongQiang Power-Tech Co., Ltd., a
China limited liability company ("ZQ Power-Tech").
ZQ Power-Tech designs, manufactures and markets rechargeable polymer
lithium-ion ("PLI") batteries. PLI batteries produce a relatively high
average of 3.8 volts per cell, which makes them attractive in terms of
both weight and volume. Additionally, they can be manufactured in very
thin configurations and with large footprints. PLI cells can be
configured in almost any prismatic shape, and can be made thinner than
0.0195 inches (0.5 mm) to fill virtually any shape efficiently. The
Company's products include rechargeable PLI batteries for electric
automobiles, motorcycles, mine-use lamps, notebook computers, walkie-
talkies and other personal electronic devices.
ZQ Power-Tech focused its initial marketing activities in Southeast
Asia, primarily China, Taiwan and Japan in 2004. After we expanded our
manufacturing capacity in April 2005, ZQ Power-Tech started to expand its
marketing efforts in North America and worldwide.
Completion of New Factory
ZQ Power Tech. completed the construction of a new factory and the
installation of two new production lines in February, 2005. This provides
ZQ Power Tech with 340,000 square feet of battery manufacturing capacity,
with three battery manufacturing lines, and a production capacity of
50,000AH (representing approximately $100,000 in sales volume, depending
on the products produced) per 8-hour shift. This is ten times the
capacity of the pre-existing plant. The old facility is being converted
into an R&D laboratory.
Backlog
On April 9, 2005, Aiyingsi Co., Ltd. of Taiwan renewed its purchase
order for 60,000 3.7V 200Ah Polymer Lithium-Ion (PLI) batteries. The
order has a total contract value of $21 million. As a result, ZQ Power
Tech's backlog of sales orders totaled approximately $29,000,000 as of
April 9, 2005. On March 25, 2004 our backlog of orders totaled $578,000.
Strategic Partnership
In March 2005 ABAT signed a mutually exclusive development agreement
with Altair Nanotechnologies, Inc. (Altair) for lithium polymer batteries
in China. This agreement covers the incorporation of Altair's battery
electrode nano-materials into ABAT's existing polymer battery product
lines. In April 2005, the Company received the initial shipment of battery
electrode nano-materials from Altair that will be used in the manufacture
and testing of prototype polymer lithium batteries.
-9-
The Company has signed an Agreement of Intent with ZAP to develop,
manufacture and distribute electric vehicles using our PLI batteries.
Initial testing shows that ZAP's three and four-wheel vehicles equipped
with our battery would be able to increase the run time by three times or
more over lead-acid batteries. The threefold increase in energy density of
the PLI batteries could enable a similar threefold increase in
transportation range for comparable-weight batteries.
Intellectual Property
Our US Patent application for "High Capacity Polymeric Li-Ion Cell and
Its Production Method" was published on February 3, 2005. The Publication
No. is: US 2005/0022370 A1.
On January 10, 2005, ZQ Power Tech received the required "Safety
Certificate of Approval for Coal Mining Products" from the Chinese
government, allowing the production of mine-use lamps using a PLI battery.
Employees
As a result of the new capacity additions, the Company has increased
its staff from 360 employees in December 2004 to 1,260 as of April 5, 2005.
These 1,260 employees include 120 engineers and 49 research staff with
advanced degrees.
Results of Operations for the Three-Month Periods Ended March 31, 2005
and 2004
Revenues
Revenues for the three months ended March 31, 2005 were $ 31,407 and
for the three months ended March 31, 2004 were $476,009. The decrease was
due to the suspension of the old production line while the Company built
the new factory, new facilities and new production lines in the first
quarter of 2005. During this suspension period, the old facilities could
not be used because of the upgrade of power transformer and water supply
system.
Selling, general and administrative expenses
Selling, general and administrative expenses for the three months
ended March 31, 2005 were $444,835 and for the three months ended
March 31, 2004 were $251,812. The increase in these expenses was in
connection with the expansion of facilities, the increase of employees and
the amortization of prepaid expenses attributable to consulting fees that
were prepaid by the Company by issuing common stock to the consultants.
Net Loss
Net loss for the three months ended March 31, 2005 was $436,291 and
for the three months ended March 31, 2004 was $51,208. The increase of net
loss was due to the increase of expenses related to capacity expansion,
the decrease of revenue and the amortization of prepaid expenses.
Liquidity and Capital Resources
Until December 2004, the development and initial operations of ZQ
Power-Tech were financed primarily by contributions to capital made by
Zhiguo Fu, the Company's Chairman. On December 1, 2004, ZQ Power-Tech
entered into a Loan Agreement with China Financial Bank, and received a
loan of RMB20 million (approximately $2.4 million). The Loan Agreement
requires that half of the principal be paid in a balloon in November 2005
and half in November 2006. Interest at 8.064% per annum is payable
monthly. $1.9 million of the obligation is secured by a pledge of ZQ
Power-Tech's manufacturing facilities; the remainder of the debt is
secured by a pledge of our realty assets.
The arrangement with China Financial Bank provided ZQ Power-Tech with
working capital. Nevertheless, the expansion of its manufacturing
facilities that has been ongoing since early 2004 required that Mr. Fu and
two business associates contribute $4,832,976 to fund construction. In
January 2005 Advanced Battery compensated Mr. Fu and his associates for
70% of that contribution by issuing them a total of 11,276,947 common
shares. The remaining 30% of the cash was treated as a contribution to
the capital of ZQ Power-Tech, 30% of which is owned by Mr. Fu.
-10-
At March 31, 2005 ZQ Power-Tech had a working capital deficit of
$2,373,913, an increase in the deficit of $621,268 during the first
quarter of 2005. The increase in the deficit was primarily the result of
the Company's operating loss and its use of cash to fund new construction.
Among the principal factors in the deficit were customer deposits totaling
$782,646 provided by ten customers. These deposits will be amortized as
products are delivered to the customers, all of whose orders are scheduled
for delivery no later than September 2005. Also a factor in our working
capital deficit is an unsecured note payable to a Chinese institutional
lender in the amount of $362,472. The note was due in January 2005 and is
now payable on demand. To date, the lender has not taken any action to
collect the debt.
Despite its negative working capital, ZQ Power-Tech has sufficient
liquidity to fund its near-term operations. The principal capital
resource available is $12,202,008 in property, plant and equipment,
construction in process, related deposits and real property rights, which
ZQ Power-Tech owns subject only to the China Financial Bank lien for $2.4
million. Based on the substantial backlog of orders that ZQ Power-Tech
has accumulated, it believes that additional secured financing will be
available to it on favorable terms when needed. Until then, if short-term
cash shortages occur, Mr. Fu has committed to provide financing as needed.
Based upon the financial resources available to ZQ Power-Tech,
management believes that it has sufficient capital and liquidity to
sustain operations for the foreseeable future.
Item 2. Controls and Procedures
We carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures as of the end of the period
covered by this report. The evaluation was undertaken in consultation
with our accounting personnel. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, given our
limited operations, our disclosure controls and procedures are currently
effective to ensure that information required to be disclosed by us in the
reports that it files or submits under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms. As
we develop new business or if we engage in an extraordinary transaction we
will review our disclosure controls and procedures and make sure that they
are adequate.
We made no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the
date of the evaluation of those controls by the Chief Executive and Chief
Financial officers. We have also undertaken to periodically review our
disclosure controls and procedures and internal controls for adequacy and
effectiveness.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
In January 2005 the Company issued a total of 11,276,947 shares of
common stock to Zhiguo Fu (its Chairman), Zhijie Fu and Wenhua Yang. The
shares were issued for a purchase price of $3,383,084, representing the
market price of the common stock when issued. The sale was exempt
pursuant to Section4(2) of the Securities Act since the sale was not made
in a public offering and was made to individuals who had access to
detailed information about ABAT and were acquiring the shares for their
own accounts. There was no underwriter.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters To a Vote of Security Holders
Not applicable.
-11-
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
31.1 Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
Reports on Form 8-K
Report dated January 20, 2005 under Item 3.02 concerning sale of equity
securities.
Report dated February 22, 2005 under Item 5.02 concerning resignation by
a director.
Report dated March 2, 2005 under Item 5.02 concerning election of a
director.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ADVANCED BATTERY TECHNOLOGIES, INC.
(Registrant)
Date: May 13, 2005 By:/s/Zhiguo Fu
--------------------------------------------
Name: Zhiguo Fu
Title: Chief Executive Officer and Chairman
of the Board
Date: May 13, 2005 By: /s/Guohua Wan
--------------------------------------------
Name: Guohua Wan
Title: Chief Financial Officer
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