Land use rights
FFP is a China WFOE 100% owned by Mr. Ang, our director, executive officer and majority shareholder. FFP was incorporated on June 24, 2008 for the purpose of building a second factory for the production of PU leather in Fujian. The construction of the new plant has not started yet while FFP attempts to secure the land use rights from the Chinese government. FFP is essentially inactive and has been dormant until the land use rights issues can be resolved.
FLYING EAGLE PU TECHNICAL CORP.
Consolidated Statements of Operations
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Developments
During 2011, we have taken the following actions in connection with the construction of our proposed plants:
We have entered into call option agreements with Mr. Ang to procure the manufacturing facilities to be built by San Ming and FFP. Both call option agreements allow our subsidiary HKWeituo to purchase the shares of San Ming and FFP at 90% of the net tangible asset value as of the date of exercise of the call option to be determined by an independent third party appraiser. The total consideration for the San Ming call option agreement was $5,778,005 (RMB 38,082,546) which consisted of $5,694,515 (RMB 37,532,546) in advances made by SFP to Shishi Changsheng, which obligation was subsequently transferred to Mr. Ang and $83,490 (RMB 550,000) in advances made by SFP to San Ming which obligation was subsequently transferred to Mr. Ang. The $5,778,005 (RMB 38,082,546) in total obligations due to SFP from Mr. Ang was cancelled upon the execution of the call option and will be applied towards the purchase price of San Ming if the call option is exercised by HK Weituo. The call option agreement for San Ming expires on January 17, 2014. The San Ming Agreement also stipulates that we and San Ming are separate entities and that there are not any guarantees or commitments for us to perform or be liable for any of the debts or commitments of San Ming or Mr. Ang as the owner of San Ming.
The consideration for the FFP call option agreement was $151,800 (RMB 1,000,000) which was paid by HK Weituo to Mr. Ang in July 2011. The $151,800 will be applied towards the purchase price of the FFP if the call option is exercised by HK Weituo. The call option agreement for FFP expired on January 17, 2012 and was not exercised. Except for the forfeiture of the $151,800, there were no consequences for not exercising the FFP call option.
Neither call option agreement provides for a refund of the option consideration if such option is not exercised within the prescribed expiration date. The assignment of the San Ming or FFP shares pursuant to the call option agreements do not require government approval, but need to be filed with the relevant local Chinese authorities. It is our intent to exercise the call option to acquire the San Ming shares. In the event that we do not exercise the call option to acquire the shares of San Ming and such option lapse, San Ming will owe us money for funds advanced subsequent to entering into the call option agreement or otherwise due to us.
San Ming is a China WFOE 100% owned by Mr. Ang. San Ming was incorporated on July 20, 2010 for the purpose of building a factory for the production of PU leather in DaTian. Cash is being transferred between the two companies for cash flow purposes without a formal note or interest payments on the amounts loaned. Construction on the San Ming facility in DaTian city began in June 2010. There are three phases for the new PU leather factory. Phase 1 is still under way and consists of construction of the actual facilities that will house the production center and the purchases and installation of three wet process production lines, two dry process production lines and installation of recycling equipment to recapture and recycle chemicals used in the production process. Two wet process production lines are assembling and are ready to be placed into trial production. Phase 1 has an estimated total cost of $20.0 to $21.0 million. Phase 1 is currently on schedule. The San Ming factory has been testing its machine and equipment for the past 5 months, except for a one month break during spring holiday. San Ming is currently in production and had sales in the first quarter 2012. Phase 2 has not started yet. The timing is somewhat dependent on PU leather demand and the availability of capital resources. Phase 2 will consist of the expansion from 3 wet processing lines to 9 wet processing lines, from 2 dry process lines to 7 dry processing lines, and the addition of a resin plant and 5 base-cloth production lines. We intend to fund phase 2 from the sale of equity instruments and bank financing. After the construction of Phase 2, San Ming will decide how it wishes to proceed on Phase 3. Phase 3 consists of installing new wet and dry processing lines to manufacture super-fiber PU leather, and the ability to produce PU leather for other industries at high capacity.
San Ming was consolidated with our financial statements for the year ended December 31, 2011 in accordance with U.S. generally accepted accounting principles as a VIE because the Company is the primary beneficiary due to the related-party relationship with Mr. Ang, San Ming’s reliance on contributions from Mr. Ang and potentially the Company to build the factory, and our intention to exercise the call option agreement. During the year ended December 31, 2011, FFP was inactive with no ongoing business operations and therefore is not considered a VIE.
Short-Term Strategic Plan. Subject to the availability of funds for the remainder of the fiscal year we intend to maintain our present product structure and to develop our proposed new PU leather plant through San Ming.
FUJIAN, China, Jan. 30, 2012 /PRNewswire-Asia/ -- Sooner Holdings, Inc. (OTC Bulletin Board: SOON) (the "Company"), announced that it has changed its name to Flying Eagle PU Technical Corporation and completed a reverse stock split on a 1-for-18.29069125 shares basis. The Company's stock symbol on the NASDAQ Over-the-Counter Bulletin Board will also be changed from "SOON" to "FEPU."
Under the Company's restated certificate of incorporation filed with the Oklahoma Secretary of State, 18.29069125 shares of the Company's common stock issued and outstanding were combined and changed into one share of common stock. Any resulting fractional share was rounded up to the next higher whole number. The reverse stock split affects all issued and outstanding shares of the Company's common stock immediately prior to the effective date of the reverse stock split. On January 30, 2012, the split-adjusted shares of the Company's common stock will trade under the symbol "SOOND" for 20 trading days to signify that the reverse stock split has occurred. Thereafter, the "D" will be removed and the new symbol will be "FEPU". In addition, as a result of the reverse stock split, in accordance to the terms of the Series A Preferred Stock, each share of Series A Preferred Stock issued and outstanding automatically converted into 1,000 shares of common stock (on a post reverse stock basis), resulting in the automatic conversion of 19,200 shares of Series A Preferred Stock of the Company into approximately 19,200,000 shares of common stock of the Company.
Mr. Ang Kang Han, President of the Company stated, "We believe our new name Flying Eagle PU Corporation better reflects our brand and business operations. In addition, the symbol change will help our shareholders and potential shareholders identify our stock with our Company."
The decrease of gross margin was mainly due to an increase in raw materials and labor costs, and our sales of footwear had decreased approximately 34% during the three months ended September 30, 2011, compared to same period in 2010. Net income decreased 46.2% to $501 thousand versus $932 thousand for Q3 2010 due to the increased administrative expenses in this quarter and in 2011 the Company no longer enjoyed the preferential income tax holiday rate of 12.5% in 2010 and is paying the normal income tax rate of 25% in 2011.
Ang Kang Han, Chairman and President, commented, the liquidity imbalance on the condensed consolidated balance sheet is primarily due to the fact that the Company is investing towards its future expansion plans. Overall, we believe we are extremely well positioned to capture market share due to insufficient local supply of PU leather and the high grade characteristics of our synthetic leather. We have a new facility in San Ming that we expected to commence operation by the end of 2011, which will increase our capacity dramatically, and allow us to capitalize on the growing demand and new opportunities from our customers."
Second Quarter 2011 Results
Ang Kang Han, Chairman and President, commented, "We continue to generate strong cash flow to fund our growth. In the second quarter of 2010 we entered a major cooperation agreement with one of our distributors who placed significant orders in anticipation of a major expansion initiative. This distributor accounted for approximately $0.26 million and $2.52 million of sales in the second quarter of 2011 and 2010, respectively. Excluding sales to this distributor, our revenue increased 13.9% over the same period last year.
"Overall, we believe we are extremely well positioned to capture market share due to insufficient local supply of PU leather and the high grade characteristics of our synthetic leather. We have built a very efficient and scalable operation with capacity to produce over 12 million meters of PU leather per year. We have a new facility in San Ming that we expected to commence operation by the second half of 2011, which will increase our capacity by more than 80%, and allow us to capitalize on the growing demand and new opportunities from our customers."
"We are in a strong competitive position due to the fact we are one of only a few fully integrated companies in Fujian. Operating our own resin plant, base cloth production line and PU leather plant has assisted us in mitigating increases in our raw material costs and enables us to customize products to meet the needs of our customers. Looking ahead, we expect to benefit from our new capacity coming online, while increasing higher margin direct-to-customer sales, entering new regional markets in China, such as Hunan and Jiangxi Provinces, and increasing our presence in high-end overseas markets."
NON GAAP EPS for the Second Quarter 2011 .04 vs .08
Make good agreemeent pursuant to terms of the recent reverse merger with Chinese Weituo,
in the event that Chinese Weituo’s subsidiary Shishi Feiying Plastic Co., Ltd.’s (“SFP”) net income is less than $5.5 million as determined in accordance with generally accepted accounting principles of the United States and set forth in SFP’s audited financial statements for the year ended December 31, 2010, then we will be required to issue an additional 113,637 shares of common stock (post consolidation) in the aggregate to the Control Shareholders. The December 31, 2010 net income as reported in SFP’s audited financial statements contained in this Current Report was over $5.5 million; therefore, there were no additional shares issued pursuant to the Securities Exchange Agreement.
First Quarter Results:
Ang Kang Han, Chairman and President, commented, "We are pleased to report that we experienced strong growth in our business throughout 2010 that continued into the first quarter of 2011. Insufficient local supply of PU leather and the high grade characteristics of our synthetic leather are driving demand for our products. With our headquarters in Shishi, Fujian, we are strategically located in close proximity to one of the largest PU leather markets in China with over 3,000 shoe manufacturers producing over one billion pairs of shoes annually. In this market, local demand far outstrips supply and we believe we are extremely well positioned with strong brand recognition and established long-term distributor relationships."
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