UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
     
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended September 30, 2010
 
OR
     
¨
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from            to            
 
Commission File No.:  001-34098
 
HIGHPOWER INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
  
Delaware
 
20-4062622
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)

Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang,
Shenzhen, Guangdong, 518111,People’s Republic of China
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

(86) 755-89686238
 (COMPANY’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Hong Kong Highpower Technology, Inc.

Former Name
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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x     No  ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨     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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  ¨
Accelerated filer  ¨
   
Non-accelerated filer  ¨
Smaller reporting company   x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨     No  x
 
The registrant had 13,582,106 shares of common stock, par value $0.0001 per share, outstanding as of November 11, 2010.
 
 
 

 

HIGHPOWER INTERNATIONAL, INC.
 FORM 10-Q
 For the Quarterly Period Ended September 30, 2010
 INDEX
 
       
Page
Part I
 
Financial Information
 
           
   
Item 1.
 
Financial Statements
1
             
       
(a)
Balance Sheets as of September 30, 2010 (Unaudited) and December 31, 2009
1
             
       
(b)
Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2010 and 2009 (Unaudited)
3
             
       
(c)
Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009 (Unaudited)
4
             
       
(d)
Notes to Financial Statements (Unaudited)
5
             
   
Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
34
           
   
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
41
           
   
Item 4.
 
Controls and Procedures
42
           
Part II
 
Other Information
 
           
   
Item 1.
 
Legal Proceedings
42
           
   
Item 1A.
 
Risk Factors
42
           
   
Item 2.
 
Unregistered Sale of Equity Securities and Use of Proceeds
42
           
   
Item 3.
 
Default Upon Senior Securities
42
           
   
Item 4.
 
Removed and Reserved
42
           
   
Item 5.
 
Other Information
42
           
   
Item 6.
 
Exhibits
43
           
Signatures
44
 

Item 1. Financial Statements
 
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in US Dollars)

   
As of
 
   
September 30,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Audited)
 
   
$
   
$
 
ASSETS
           
Current Assets:
           
Cash and cash equivalents
    5,385,507       2,967,586  
Restricted cash
    7,579,676       5,478,418  
Accounts receivable
    19,459,847       14,896,503  
Notes receivable
    1,979,551       596,795  
Prepaid expenses and other receivables – Note 7
    4,958,306       2,366,734  
Inventories – Note 11
    14,773,060       10,633,566  
                 
Total Current Assets
    54,135,947       36,939,602  
Plant and equipment, net – Note 12
    13,242,801       10,284,873  
Leasehold land, net – Note 13
    2,978,606       3,019,509  
Intangible asset, net – Note 14
    812,500       850,000  
Investment securities – Note 15
    52,843       52,732  
Investment in an associate
    135,735       -  
                 
TOTAL ASSETS
    71,358,432       51,146,716  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
LIABILITIES
               
Current Liabilities:
               
Non-trading foreign currency derivatives liabilities
    11,065       11,041  
Accounts payable
    17,798,596       10,738,714  
Other payables and accrued liabilities – Note 19
    5,051,365       3,563,308  
Income taxes payable
    855,227       876,739  
Bank borrowings – Note 20
    21,704,893       14,787,714  
                 
Total Current Liabilities
    45,421,146       29,977,516  
                 
COMMITMENTS AND CONTINGENCIES – Note 22
               

(continued)
 
1

 
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Stated in US Dollars)

   
As of
 
   
September30,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Audited)
 
   
$
   
$
 
STOCKHOLDERS’ EQUITY
           
Preferred Stock
           
Par value: $0.0001
           
Authorized: 10,000,000 shares
           
Issued and outstanding: none
    -       -  
                 
 Common stock
               
Par value : $0.0001
               
Authorized: 100,000,000 shares
               
Issued and outstanding: 2010 –13,582,106 shares (2009 –13,582,106 shares)
    1,358       1,358  
Additional paid-in capital
    5,173,097       5,065,426  
Accumulated other comprehensive income
    2,082,617       2,023,858  
Retained earnings
    18,680,214       14,078,558  
                 
TOTAL STOCKHOLDERS’ EQUITY
    25,937,286       21,169,200  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
    71,358,432       51,146,716  

See accompanying notes to unaudited condensed consolidated financial statements.

 
2

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Stated in US Dollars)

   
Three months ended
 September 30,
   
Nine months ended 
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
$
   
$
   
$
   
$
 
                         
Net sales
    27,774,213       21,056,149       76,975,699       47,811,438  
Cost of sales
    (21,900,312 )     (15,835,110 )     (61,456,057 )     (37,120,495 )
                                 
Gross profit
    5,873,901       5,221,039       15,519,642       10,690,943  
DepreciationNotes 12
    (57,638 )     (50,120 )     (196,599 )     (169,309 )
Selling and distributing costs
    (1,132,812 )     (767,194 )     (2,995,314 )     (1,879,001 )
General and administrative costs, including stock-based compensation
    (2,625,900 )     (1,464,392 )     (6,247,610 )     (3,613,654 )
Loss on exchange rate difference
    (328,921 )     (6,813 )     (481,405 )     (62,402 )
Loss from associate
    (6,780 )     -       (6,780 )     -  
                                 
Income from operations
    1,721,850       2,932,520       5,591,934       4,966,577  
Change in fair value of currency forwards
    -       (7,483 )     -       (117,106 )
Other income – Note 3
    83,490       289,843       286,890       378,432  
Interest expenses – Note 4
    (89,669 )     (199,125 )     (257,113 )     (279,622 )
Other expenses - Note 5
    -       (52,878 )     -       (223,963 )
                                 
Income before taxes
    1,715,671       2,962,877       5,621,711       4,724,318  
Income taxes – Note 6
    (280,062 )     (529,201 )     (1,020,055 )     (919,020 )
                                 
Net income for the period
    1,435,609       2,433,676       4,601,656       3,805,298  
                                 
Other comprehensive income
                               
- Foreign currency translation gain
    (31,010 )     (99,446 )     (54,505 )     392,618  
- Cash flow hedge
    (4,892 )     -       4,894       -  
                                 
Comprehensive income
    1,399,707       2,334,230       4,552,045       4,197,916  
                                 
Earnings per share of common stock
                               
- Basic
    0.11       0.18       0.34       0.28  
                                 
- Diluted
    0.11       0.18       0.34       0.28  
                                 
Weighted average number of common stock
                               
- Basic
    13,582,106       13,562,597       13,582,106       13,621,466  
                                 
- Diluted
    13,732,096       13,615,096       13,732,096       13,673,966  

See accompanying notes to unaudited condensed consolidated financial statements.

 
3

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in US Dollars)

   
Nine months ended September 30,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Unaudited)
 
   
$
   
$
 
Cash flows from operating activities
           
Net income
    4,601,656       3,805,298  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Amortization of intangible asset
    37,500       37,500  
Amortization of leasehold land
    40,903       47,073  
Depreciation
    1,025,489       648,681  
Change in fair value of currency forwards
    -       117,106  
Loss on disposal of plant and equipment
    66,184       24,713  
Share based payment
    97,525       216,667  
Bad debt written off
    9,408       58,407  
                 
Changes in operating assets and liabilities:
               
(Increase) decrease in -
               
Accounts receivable
    (4,563,344 )     (2,440,816 )
Notes receivable
    (1,382,756 )     31,136  
Prepaid expenses and other receivables
    (2,591,572 )     (2,421,799 )
Inventories
    (4,139,494 )     900,504  
Increase (decrease) in -
               
Accounts payable
    7,059,882       6,723,770  
Other payables and accrued liabilities
    1,488,057       5,861,389  
Income taxes payable
    (21,512 )     298,038  
                 
Net cash flows provided by operating activities
    1,727,926       13,907,667  
                 
Cash flows from investing activities
               
Acquisition of plant and equipment
    (4,269,128 )     (2,757,805 )
Investment in an associate
    (135,735 )     -  
                 
Net cash flows used in investing activities
    (4,404,863 )     (2,757,805 )
                 
Cash flows from financing activities
               
Proceeds from new short-term bank loans
    2,284,420       3,478,236  
Repayment of short-term bank loans
    (1,569,151 )     (11,956,136 )
Proceed from other secured loans
    25,036,124       -  
Repayment of other secured loans
    (18,865,440 )     -  
(Decrease) Increase in restricted cash
    (2,101,258 )     348,706  
                 
Net cash flows (used in) provided by financing activities
    4,784,695       (8,129,194 )
                 
Net (decrease) increase in cash and cash equivalents
    2,107,758       3,020,668  
Effect of foreign currency translation on cash and cash equivalents
    310,163       6,727  
Cash and cash equivalents - beginning of period
    2,967,586       4,175,780  
                 
Cash and cash equivalents - end of period
    5,385,507       7,203,175  
                 
Supplemental disclosures for cash flow information:
               
Cash paid for:
               
Interest
    257,113       279,622  

See accompanying notes to unaudited condensed consolidated financial statements.

 
4

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

1.
Organization and Basis of Presentation

Highpower International, Inc. (“Highpower” or the “Company,” formerly known as Hong Kong Highpower Technology, Inc.) was incorporated in the State of Delaware on January 3, 2006 to locate a suitable acquisition candidate to acquire.

The Company’s wholly owned subsidiary, Hong Kong Highpower Technology Company Limited, a company incorporated in Hong Kong (“HKHTC”), was organized principally to engage in the manufacturing and trading of nickel metal hydride rechargeable batteries.

As used herein, the “Company” refers to Highpower and its wholly-owned subsidiaries, unless the context indicates otherwise.

In January 2008, HKHTC invested $749,971 in HZ Highpower Technology Co., Ltd. (“HZ Highpower”). HZ Highpower is a wholly-owned subsidiary of HKHTC. HZ Highpower has not commenced business as at September 30, 2010.

In June 20, 2008, HKHTC invested $250,000 in Spring Power Technology (Shenzhen) Co., Ltd. (“SZ Spring Power”, formerly known as Sure Power Technology (Shenzhen) Co., Ltd.) which became a wholly-owned subsidiary of HKHTC. On July 9, 2008, HKHTC invested an additional $750,000 in SZ Spring Power. SZ Spring Power commenced business in June 2008 and specializes in researching and manufacturing Lithium-ion rechargeable batteries.

On June 19, 2008, the Company effected a  5-for-8 reverse stock split of the Company’s issued and outstanding shares of common stock (the Reverse Stock Split”). The par value and number of authorized shares of the common stock remained unchanged.  All references to number of shares and per share amounts included in these consolidated financial statements and the accompanying notes have been adjusted to reflect the Reverse Stock Split retroactively..

The Company’s common stock commenced trading on the Nasdaq Global Market on December 21, 2009.  Prior to December 21, 2009, shares of the Company’s common stock were listed for trading on the NYSE Amex.

On June 19, 2008, the Company issued 603,750 shares of common stock upon the closing of a public offering. The Company’s sale of common stock, which was sold indirectly by the Company to the public at a price of $3.25 per share, resulted in net proceeds of $1,486,400. These proceeds were net of underwriting discounts and commissions, fees for legal and auditing services, and other offering costs.

On June 19, 2008, the Company issued 160,000 shares of common stock upon the closing of the public offering. The shares are treated as compensation for investor relations services. The services provided were for the period of one year from the date of June 19, 2008 pursuant to a one-year contract with this investor relations firm, which has expired.

On November 18, 2009, HKHTC invested an additional $1,227,487 in SZ Highpower.

 
5

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Stated in US Dollars)

1.
Organization and Basis of Presentation (continued)

On May 25 2010, the Company invested $142,515 in Springpower International, Inc. (“Springpower International”) which became an associate of HKHTC. Springpower International, which is incorporated in Canada, mainly researches and develops advanced, high performance battery materials and clean energy materials.

On September 21, 2010, the Company invested $293,574 in Ganzhou Highpower Technology Co., Ltd. (“GZ Highpower”). GZ Highpower is a wholly owned subsidiary of SZ Highpower. GZ Highpower is expected to engage in trading and research of batteries, and it has not commenced business as at September 30, 2010.

In October 20, 2010, with stockholders’ approval, the Company officially changes its name from Hong Kong Highpower Technology, Inc. to Highpower International, Inc.

Description of business

The subsidiaries of the Company include the following:

Name of company
 
Place and date of
incorporation
 
Attributable equity
interest held
 
Principal activities
Hong Kong Highpower Technology Co., Ltd
(“HKHTC”)
 
Hong Kong
July 4, 2003
    100 %  
Investment holding
               
Shenzhen Highpower Technology Co., Ltd
(“SZ Highpower”)
 
PRC
October 8, 2002
    100 %
Manufacturing of batteries
               
HZ Highpower Technology Co., Ltd
(“HZ Highpower”)
 
PRC
January 29, 2008
    100 %
Inactive
               
Spring Power Technology (Shenzhen) Co., Ltd
(“SZ Spring Power”)
 
PRC
June 4, 2008
    100 %
Manufacturing of batteries
               
Ganzhou Highpower Technology Co., Ltd
(“GZ Highpower”)
 
PRC
September 21, 2010
    100 %
Trading and research of batteries

 
6

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Stated in US Dollars)

1.
Organization and Basis of Presentation (continued)

The associate of the Company includes the following:

Name of company
 
Place and date of
incorporation
 
Attributable equity
interest held
 
Principal activities
Springpower International, Inc.
(“Springpower International”)
 
Canada
March 22, 2010
    40 %  
Research and development of batteries

2.
Summary of significant accounting policies

Basis of presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The consolidated financial statements for the interim periods are unaudited. In the opinion of management, these consolidated financial statements, include all adjustments, including normal recurring adjustments, necessary for their fair presentation. Interim results are not necessarily indicative of results of operations to be expected for a full year.  The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

On June 29, 2009, the Financial Accounting Standards Board (FASB) established the FASB Accounting Standards Codification (Codification) as the single source of authoritative U.S. generally accepted accounting principles (GAAP) for all nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) are also sources of authoritative U.S. GAAP for SEC registrants. The Codification does not change U.S. GAAP but takes previously issued FASB standards and other U.S. GAAP authoritative pronouncements, changes the way the standards are referred to, and includes them in specific topic areas. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of the Codification did not have any impact on the Company’s financial statements.

Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation

Use of estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, deferred income taxes and the estimation on useful lives of plant and equipment. Actual results could differ from those estimates.

 
7

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

2.
Summary of significant accounting policies (continued)

Comparative amounts

Certain comparative amounts in prior periods have been reclassified to conform to the current period’s presentation. The principal reclassification related to the separate presentation of loss on exchange rate difference as an operating cost line item in the statement of operations, which was previously included in general and administrative costs. These reclassifications had no effect on reported total assets, liabilities, stockholders’ equity, or net income (loss).

Economic and political risks

The Company’s operations are conducted in the People’s Republic of China (the “PRC”).  Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC and by the general state of the PRC economy.

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes 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, remittances abroad and rates and methods of taxation, among other things.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable.  The Company extends credit based on an evaluation of the customer’s financial condition, generally without requiring collateral or other security.  In order to minimize the credit risk, the management of the Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts.  Further, the Company reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts.  In this regard, the directors of the Company consider that the Company’s credit risk is significantly reduced.  Other than set forth below, no customers represented 10% or more of the Company’s net sales and accounts receivable.

A substantial percentage of the Company's sales are made to the following customers.  Details of the customers accounting for 10% or more of total net revenue in any of the nine months ended September 30, 2010 and 2009 are as follows:

   
2010
   
2009
 
             
Company A
    24 %     21 %
Company B
    *       10 %
*  Less than 10%
               
                 
      24 %     31 %

 
8

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

2.
Summary of significant accounting policies (continued)

Concentrations of credit risk (Continued)

Details of the accounts receivable from the customers with the largest receivable balances at of September 30, 2010 and 2009 are as follows:

   
Percentage of accounts receivable
 
   
September 30,
   
September 30,
 
   
2010
   
2009
 
             
Company A
    40 %     24 %
Company B
    10 %     10 %
Company C
    *       12 %
 Company D
    21 %     *  
*  Less than 10%
               
Largest receivable balances
    71 %     46 %

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other liquid investments with initial maturities of three months or less.

Restricted cash

Certain cash balances are held as security for short-term bank borrowings and are classified as restricted cash in the Company’s balance sheets.

Accounts receivable

Accounts receivable are stated at the original amount less an allowance made for doubtful receivables, if any, based on a review of all outstanding amounts at period end.  An allowance is also made when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of receivables. Bad debts are written off when identified. The Company extends unsecured credit to customers in the normal course of business and believes all accounts receivable in excess of the allowances for doubtful receivables to be fully collectible. The Company does not accrue interest on trade accounts receivable.

The Company experienced bad debts of $9,408 and $58,407 during the nine months ended September 30, 2010 and 2009, respectively.

 
9

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

2.
Summary of significant accounting policies (continued)

Inventories

Inventories are stated at the lower of cost or market value. Cost is determined on a weighted average basis and includes purchase costs, direct labor and factory overheads. There are no significant freight charges, inspection costs and warehousing costs incurred for any of the periods presented. In assessing the ultimate realization of inventories, management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company’s reserve requirements generally increase based on management’s projected demand requirements, and decrease due to market conditions and product life cycle changes.  During the nine months ended September 30, 2010 and 2009, the Company did not make any allowance for slow-moving or defective inventories. The Company’s production process results in a minor amount of waste materials. The Company does not record a value for the waste in its cost accounting. The Company records proceeds on an as realized basis, when the waste is sold. The Company has offset the proceeds from the sales of waste materials as a reduction of production costs. Proceeds from the sales of waste materials were approximately $53,877 and $132,662 for the nine months ended September 30, 2010 and 2009, respectively. Generally, waste materials on hand at the end of a year are nominal.

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized.

Depreciation of plant and equipment is provided using the straight-line method over their estimated useful lives at the following annual rates:

Buildings
    5% - 10 %
Furniture, fixtures and office equipment
    20 %
Leasehold improvement
    50 %
Machinery and equipment
    10 %
Motor vehicles
    20 %

Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income.

Construction in progress represents the properties and plant and machinery in the course of development for production or buildings under development and are stated at cost, less any identified impairment losses. When the construction is completed and the asset is ready for its intended use, the related cost is transferred to an appropriate category of property, plant and equipment and depreciated in accordance with the above policy.

 
10

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

2. 
Summary of significant accounting policies(continued)

Investment Securities

Investments in less than twenty percent owned entities are accounted for under the cost basis and are reviewed for impairment periodically.

Management have strategic investments in certain debt and equity securities that are included in noncurrent “Investment securities” on our Consolidated Balance Sheets accounted for using the cost methods of accounting.

The Company ability to realize value from our strategic investments in companies that are not publicly traded depends on the success of those companies’ businesses and their ability to obtain sufficient capital to execute their business plans.  Because private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we desire to sell them we will not be able to obtain fair value for them.

Intangible Assets and Long-Lived Assets

FASB ASC 350 “Intangibles – Goodwill and Other,” requires purchased intangible assets other than goodwill to be amortized over their useful lives unless these lives are determined to be indefinite. Accordingly, the consumer battery license is being amortized over its useful life of 20 years. The Company does not have any goodwill.

The Company accounts for the impairment of long-lived assets, such as plant and equipment, leasehold land and intangible assets, under the provisions of FASB ASC 360 “Property, Plant and Equipment – Overall”. ASC 360 establishes the accounting for impairment of long-lived tangible and intangible assets other than goodwill and for the disposal of a business. Pursuant to ASC 360, the Company periodically evaluates, at least annually, whether facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. In the event that the carrying amount of long-lived assets exceeds the undiscounted future cash flows, then the carrying amount of such assets is adjusted to their fair value. The Company reports an impairment cost as a charge to operations at the time it is recognized.

There was no impairment of long-lived assets for the nine months ended September 30, 2010 and 2009.

Revenue recognition

The Company recognizes revenue when the goods are delivered and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. Sales of goods represent the invoiced value of goods, net of sales returns, trade and allowances.

The Company does not have arrangements for returns from customers and does not have any future obligations directly or indirectly related to product resales by customers.  The Company has no incentive programs.

 
11

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

2.           Summary of significant accounting policies (continued)

Advertising and promotion expenses

Advertising and promotion expenses are charged to expense as incurred.

Advertising and promotion expenses, which are included in selling and distribution costs, were not material for the nine months ended September 30, 2010 and 2009.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in consolidated statements of income in the period that includes the enactment date or date of change in tax rate. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company adopted FASB ASC 740, “Accounting for Uncertainty in Income Taxes” clarifies the accounting for uncertain tax positions. This interpretation requires that an entity recognizes in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgement occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as a component of income tax expense in the consolidated statements of income. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, which are not clearly defined. In the case of a related party transaction, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. The adoption of ASC 740 did not have a significant effect on the consolidated financial statements.

Comprehensive income

The Company has adopted FASB ASC 220 “Comprehensive income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments of the Company.

Foreign currency translation

The functional currency of the Company is the Renminbi (“RMB”). The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates.  Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective year.

 
12

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

2.
Summary of significant accounting policies (continued)

Foreign currency translation (continued)

For financial reporting purposes, the financial statements of the Company, which are prepared using the functional currency, are then translated into United States dollars.  Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment in other comprehensive income, a component of stockholders’ equity.

   
September 30,
2010
   
September 30,
2009
 
             
Quarter end RMB : US$ exchange rate
    6.8126       6.8178  
Average quarterly RMB : US$ exchange rate
    6.8150       6.8425  

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.  No representation is made that RMB amounts could have been, or could be, converted into US$ at rates used in translation.

Transactions and balances

Transactions in foreign currencies are translated into the functional currency at the approximate rates of exchange ruling on the transaction date. Exchange gains and losses resulting from this translation policy are recognized in the statements of operations.

Fair value of financial instruments

The carrying values of the Company’s financial instruments, including cash and cash equivalents, restricted cash, trade and other receivables, deposits, trade and other payables, approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates.

The Company is exposed to certain foreign currency risk from export sales transactions and the related accounts receivable as they will affect the future operating results of the Company.

Foreign currency derivative

From time to time the Company may utilize forward foreign currency exchange contracts to reduce the impact of foreign currency exchange rate risks. Forward contracts are cash flow hedges of the Company’s foreign currency exposures and are recorded at the contract’s fair value. The effective portion of the forward contract is initially reported in “Accumulated other comprehensive income,” a component of shareholders’ equity, with a corresponding asset or liability recorded based on the fair value of the forward contract. When the hedged transaction is recorded (generally when revenue on the associated sales contract is recognized), any unrecognized gains or losses are reclassified into results of operations in the same period. Any hedge ineffectiveness is recorded to operations in the current period. The Company measures hedge effectiveness by comparing changes in fair values of the forward contract and expected cash flows based on changes in the spot prices of the underlying currencies. Cash flows from forward contracts accounted for as cash flow hedges are classified in the same category as the cash flows from the items being hedged.

 
13

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

2. 
Summary of significant accounting policies(continued)

Earnings per share

The Company reports earnings per share in accordance with FASB Accounting Standard Codification Topic 260 (“ASC 260”) “Earnings Per Share.” Basic earnings per share is computed using the weighted average number of common shares outstanding during the periods presented. The weighted average number of shares represents the common stock outstanding during the years, as adjusted retroactively to reflect the November 2007 recapitalization as described at Note 1. Diluted earnings per common share computations are based on the weighted average number of common shares outstanding during the period, plus the dilutive effect of stock options, warrants and restricted stock awards.

Stock-Based Compensation

The Company accounts for stock-based payment transactions in which the Company receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. Stock-based compensation cost for restricted stock units (“RSUs”) is measured based on the closing fair market value of the Company’s common stock on the date of grant. Stock-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. The Company recognizes stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period. The Company will recognize a benefit from stock-based compensation in equity if an incremental tax benefit is realized by following the ordering provisions of the tax law. In addition, the Company accounts for the indirect effects of stock-based compensation on the research tax credit, the foreign tax credit and the domestic manufacturing deduction through the income statement. Further information regarding stock-based compensation can be found in Note 9, “Shareholders’ Equity and Stock-Based Compensation.”

Share-based compensation expense was $97,525 and $216,667 and for the nine months ended September 30, 2010 and 2009, respectively.

 
14

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

2. 
Summary of significant accounting policies(continued)

Recently issued accounting pronouncements

ASC 805, Business Combinations (“ASC 805”) (formerly included under Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations) contains guidance that was issued by the FASB in December 2007. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with certain exceptions. Additionally, the guidance requires changes to the accounting treatment of acquisition related items, including, among other items, transaction costs, contingent consideration, restructuring costs, indemnification assets and tax benefits. ASC 805 also provides for a substantial number of new disclosure requirements. ASC 805 also contains guidance that was formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies which was intended to provide additional guidance clarifying application issues regarding initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805 was effective for business combinations initiated on or after the first annual reporting period beginning after December 15, 2008. The Company implemented this guidance effective January 1, 2009. Implementing this guidance did not have an effect on the Company’s financial position or results of operations; however it will likely have an impact on the Company’s accounting for future business combinations, but the effect is dependent upon acquisitions, if any, that are made in the future.

In March 2008, the FASB issued ASC 815 (formerly SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133”) to amend and expand the disclosures about derivatives and hedging activities. The standard requires enhanced qualitative disclosures about an entity’s objectives and strategies for using derivatives, and tabular quantitative disclosures about the fair value of derivative instruments and gains and losses on derivatives during the reporting period. This standard is effective for both fiscal years and interim periods that begin after November 15, 2008. The adoption of this standard on December 29, 2008, the beginning of the Company’s fiscal year, did not have a material impact on its consolidated financial statements.

ASC 855, Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized”. Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

 
15

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

2. 
Summary of significant accounting policies(continued)

Recently issued accounting pronouncements (continued)

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, we are required to use the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities, or quoted prices for similar liabilities when traded as assets. If these quoted prices are not available, we are required to use another valuation technique, such as an income approach or a market approach. These amended standards are effective for us beginning in the fourth quarter of fiscal year 2009. There was no material impact upon the adoption of this standard on the Company’s consolidated financial statements.

In September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740), ”Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities”, which provides implementation guidance on accounting for uncertainty in income taxes, as well as eliminates certain disclosure requirements for nonpublic entities.  For entities that are currently applying the standards for accounting for uncertainty in income taxes, this update shall be effective for interim and annual periods ending after September 15, 2009. For those entities that have deferred the application of accounting for uncertainty in income taxes in accordance with paragraph 740-10-65-1(e), this update shall be effective upon adoption of those standards. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial position and results of operations since this accounting standard update provides only implementation and disclosure amendments.

In September 2009, the FASB has published ASU 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted.   The Company is in the process of evaluating the impact of this standard on its consolidated financial position and results of operations.

In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

 
16

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

2. 
Summary of significant accounting policies(continued)

Recently issued accounting pronouncements (continued)

ASC 105, Generally Accepted Accounting Principles (“ASC 105”) (formerly SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162), reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative”. ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures which amends ASC Topic 820, adding new requirements for disclosures for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements and clarification of existing fair value disclosures.  ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010 (the Company’s fiscal year 2012); early adoption is permitted.  The Company is currently evaluating the impact of adopting ASU 2009-14 on its financial statements.

In January 2010 the FASB issued guidance that eliminates the concept of a “qualifying special-purpose entity” (QSPE), revises conditions for reporting a transfer of a portion of a financial asset as a sale (e.g., loan participations), clarifies the derecognition criteria, eliminates special guidance for guaranteed mortgage securitizations, and changes the initial measurement of a transferor’s interest in transferred financial assets. This guidance is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2009. We adopted the provisions of this guidance effective January 1, 2010, which did not have a material impact on our financial statements.

In January 2010 the FASB issued guidance that revises analysis for identifying the primary beneficiary of a variable interest entity, or VIE, by replacing the previous quantitative-based analysis with a framework that is based more on qualitative judgments. The new guidance requires the primary beneficiary of a VIE to be identified as the party that both (i) has the power to direct the activities of a VIE that most significantly impact its economic performance and (ii) has an obligation to absorb losses or a right to receive benefits that could potentially be significant to the VIE. This guidance is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2009. We adopted the provisions of this guidance effective January 1, 2010, which did not have a material impact on our financial statements.

 
17

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

2. 
Summary of significant accounting policies(continued)

Recently issued accounting pronouncements (continued)

 In January 2010, the FASB issued guidance that expands the interim and annual disclosure requirements of fair value measurements, including the information about movement of assets between Level 1 and 2 of the three-tier fair value hierarchy established under its fair value measurement guidance. This guidance also requires separate disclosure for purchases, sales, issuances and settlements in the reconciliation for fair value measurements using significant unobservable inputs using Level 3 methodologies. Except for the detailed disclosure in the Level 3 reconciliation, which is effective for the fiscal years beginning after December 15, 2010, all the other disclosures under this guidance became effective during the six months ended June 30, 2010. We adopted the relevant provisions of this guidance effective January 1, 2010, which did not have a material impact on our financial statements.

3. 
Other income

   
Three months ended 
September 30,
   
Nine months ended 
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
$
   
$
   
$
   
$
 
                         
Bank interest income
    26,555       9,748       76,408       42,517  
Foreign exchange contract income
    (1,167 )     -       4,189       -  
Government sponsor
    9,952       210,726       59,865       210,726  
Sundry income
    48,150       69,369       146,428       125,189  
                                 
      83,490       289,843       286,890       378,432  

4.
Interest expenses

   
Three months ended 
September 30,
   
Nine months ended 
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
$
   
$
   
$
   
$
 
                         
Interest on trade related bank loan
    84,512       72,016       236,513       135,419  
Interest on short-term bank loans
    5,157       127,109       20,600       144,203  
                                 
      89,669       199,125       257,113       279,622  

 
18

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

5.
Other expenses

   
Three months ended 
September 30,
   
Nine months ended 
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
$
   
$
   
$
   
$
 
                         
Foreign exchange contract expenses
    -       52,878       -       223,963  
                                 
      -       52,878       -       223,963  

6.
Income taxes

The components of the provision for income taxes are:

   
Three months ended 
September 30,
   
Nine months ended 
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
$
   
$
   
$
   
$
 
                                 
PRC income taxes
    280,062       529,201       1,020,055       919,020  

 Accounting for Uncertainty in Income Taxes

The Company adopted the provisions of FASB Accounting Standard Codification Topic 740 (ASC 740) “Income Taxes.” ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with ASC 740, and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The adoption of the provisions of ASC 740 did not have a material effect on the Company’s financial statements.

Based on the Company’s evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.

 
19

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

7.
Prepaid expenses and other receivables

   
At of
 
   
September 30,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Unaudited)
 
   
$
   
$
 
             
Purchase deposits paid
    1,809,234       800,437  
Advance to staff
    95,285       150,139  
Valued-added tax prepayment
    1,688,910       339,868  
Other deposits and prepayments
    340,104       423,058  
Other receivables
    1,024,773       653,232  
                 
      4,958,306       2,366,734  

8.
Deferred charges – Stock-based compensation

   
At of
 
   
September 30,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Audited)
 
   
$
   
$
 
             
Cost
           
Stock-based compensation – consulting fee
    -       520,000  
                 
Accumulated amortization
    -       (520,000 )
                 
Net
    -       -  

Amortization expenses included in general and administrative costs for the nine months ended September 30, 2010 and 2009 were $Nil and $216,667 respectively.

The Company is amortizing the $520,000 cost of stock-based compensation over a period of one year on the straight line basis.

 
20

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

9.
Share – based compensation expenses

The Company has outstanding equity awards issued under its legacy equity plans and equity plans assumed as a result of previous acquisitions. While the Company maintains a number of legacy and acquired equity incentive plans that have awards outstanding, equity awards are currently made only from the 2008 Omnibus Incentive Plan as described below.

2008 Omnibus Incentive Plan

The 2008 Omnibus Incentive Plan (the “2008 Plan”) was approved by the Company’s Board of Directors on October 30, 2008 and became effective upon the approval of the Company’s stockholders on December 11, 2008. The 2008 Plan has a ten year term. The 2008 Plan reserves two million shares of common stock for issuance, subject to increase from time to time by the number of shares: (i) subject to outstanding awards granted under the Company’s prior equity compensation plans that terminate without delivery of any stock (to the extent such shares would have been available for issuance under such prior plan), and (ii) subject to awards assumed or substituted in connection with the acquisition of another company.

The 2008 Plan authorizes the issuance of awards including stock options, restricted stock units (RSUs), restricted stock, unrestricted stock, stock appreciation rights (SARs) and other equity and/or cash performance incentive awards to employees, directors, and consultants of the Company. Subject to certain restrictions, the Compensation Committee of the Board of Directors has broad discretion to establish the terms and conditions for awards under the 2008 Plan, including the number of shares, vesting conditions and the required service or performance criteria. Options and SARs have a maximum term of five years, and their exercise price may not be less than 110% of fair market value on the date of grant. Repricing of stock options and SARs is prohibited without stockholder approval. Each share subject to an award other than stock options or SARs will reduce the number of shares available for issuance under the 2008 Plan by 17,000 shares. Certain change in control transactions may cause awards granted under the 2008 Plan to vest, unless the awards are continued or substituted for in connection with the transaction. As of September 30, 2010, there were 1,983,000 shares authorized and available for issuance under the 2008 Plan.

The restricted stock activity in 2010 related to the Company’s 2008 Plan was as follows:

         
Weighted
Average
Grant Date
Price
 
   
Shares
   
$
 
Non-vested at December 31, 2009
           
Granted
    17,000       8.11  
Vested
    (8,500 )     5.74  
Forfeited
    -       -  
                 
Non-vested at September 30, 2010
    8,500       10.48  

 
21

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

9.
Share – based compensation expenses (continued)

The share option activity in 2010 related to the Company’s 2008 Plan was as follows:

         
Weighted
   
Weighted
 
   
Number of
   
average
exercise
   
average
remaining
 
   
options
   
price
   
life
 
                   
Balance as of January 1, 2010
    -       -       -  
                         
Granted during the period
    100,000       3.85       10.00  
Forfeited during the period
    -       -          
Balance as of September 30, 2010
    100,000       3.85       9.92  

         
Weighted
   
Weighted
 
   
Number of
   
average
exercise
   
average
remaining
 
   
options
   
price
   
life
 
                   
Exercisable as of January 1, 2010
    -       -       -  
                         
Exercisable during the period
    33,333       3.85       10.00  
Forfeited during the period
    -       -          
Exercisable as of September 30, 2010
    33,333       3.85       9.92  

10.
Earning per share

Basic earning per common share is computed by dividing income available to common shareholders by the weighted-averages number of shares of common stock outstanding during the period. Diluted earning per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock outstanding that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, restricted shares. The dilutive effect of potential dilutive securities is reflected in diluted earning per common share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities.

 
22

 

HONG KONG HIGHPOWER TECHNOLOGY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

10.
Earning per share (continued)

 
The following tables set forth the computation of basic and diluted earnings per common share for the nine months ended September 30, 2010 and 2009.

   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Unaudited)
 
   
$
   
$
 
Numerator:
           
Net income
    4,601,656       3,805,298  
                 
Denominator:
               
Weighted-average shares outstanding
    13,582,106       13,621,466  
Effect of dilutive securities
    149,990       52,500  
Denominator:
               
                 
Weighted-average shares diluted
    13,732,096       13,673,966  
                 
Basic earning per common share
    0.34       0.28  
                 
Diluted earning per common share
    0.34       0.28  

11.
Inventories

   
As of
 
   
September 30,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Unaudited)
 
   
$
   
$
 
             
Raw materials
    5,741,470       4,090,897  
Work in progress
    1,946,189       1,086,523  
Finished goods
    7,074,162       5,441,554  
Packing materials
    11,239       14,592  
                 
      14,773,060       10,633,566  

 
23

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

12.
Plant and equipment

   
At of
 
   
September 30,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Audited)
 
   
$
   
$
 
Cost
           
Construction in progress
    3,056,425       1,207,274  
Furniture, fixtures and office equipment
    2,263,326       1,748,650  
Leasehold improvement
    681,289       750,050  
Machinery and equipment
    10,365,661       9,040,243  
Motor vehicles
    899,089       710,245  
Building
    248,719       61,901  
                 
      17,514,509       13,518,363  
                 
Accumulated depreciation
               
Construction in progress
    -       -  
Furniture, fixtures and office equipment
    875,851       619,020  
Leasehold improvement
    421,085       362,042  
Machinery and equipment
    2,592,709       1,962,512  
Motor vehicles
    372,876       288,931  
Building
    9,187       985  
                 
      4,271,708       3,233,490  
                 
Net
               
 Construction in progress
    3,056,425       1,207,274  
Furniture, fixtures and office equipment
    1,387,475       1,129,630  
Leasehold improvement
    260,204       388,008  
Machinery and equipment
    7,772,952       7,077,731  
Motor vehicles
    526,213       421,314  
Building
    239,532       60,916  
                 
      13,242,801       10,284,873  

The components of depreciation charged are:

   
Three months ended 
September 30,
   
Nine months ended 
September30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
$
   
$
   
$
   
$
 
                         
Included in factory overheads
    293,555       174,554       828,890       479,372  
Included in operating expenses
    57,638       50,120       196,599       169,309  
                                 
      351,193       224,674       1,025,489       648,681  
 
24

 
HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

13. 
Leasehold land

   
At of
 
   
September 30,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Audited)
 
   
$
   
$
 
             
Cost
    3,151,964       3,145,322  
                 
Accumulated amortization
    (173,358 )     (125,813 )
                 
Net
    2,978,606       3,019,509  

The leasehold land is being amortized annually using the straight-line method over the lease terms of 50 years.

14. 
Intangible asset – Consumer battery license
 
   
At of
 
   
September 30,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Audited)
 
   
$
   
$
 
Cost
           
Consumer battery license fee
    1,000,000       1,000,000  
                 
Accumulated amortization
    (187,500 )     (150,000 )
                 
Net
    812,500       850,000  

Amortization expenses included in selling and distribution costs for the nine months ended September 30, 2010 and 2009 was $37,500.

Shenzhen Highpower Technology Co., Ltd. (SZ Highpower), a wholly-owned subsidiary of the Company, entered into a Consumer Battery License Agreement with Ovonic Battery Company, Inc. (Ovonic), an unrelated party, dated May 14, 2004, pursuant to which SZ Highpower acquired a royalty-bearing, non-exclusive license to use certain patents owned by Ovonic to manufacture rechargeable nickel metal hydride batteries for portable consumer applications (Consumer Batteries) in the PRC, and a royalty-bearing, non-exclusive worldwide license to use certain patents owned by Ovonic to use, sell and distribute Consumer Batteries. SZ Highpower made an up-front royalty payment to Ovonic of $50,000 in 2004.

On August 8, 2007, SZ Highpwer and Ovonic amended the Consumer Battery License Agreement pursuant to which SZ Highpower agreed to pay a total of $112,580, which was to be made in two equal payments of $56,290, one of which was to be made within 15 days of August 8, 2007, and the other within 45 days of August 8, 2007, as royalties for its use of the licensed technology in 2004, 2005 and 2006.  Both of these payments were made during 2007 and were recorded as royalty expense in prior years, which was included in selling and distribution costs in the statement of operations.

 
25

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

14. 
Intangible asset – Consumer battery license(continued)

The Consumer Battery License Agreement also requires the Company to pay an additional up-front royalty payment of $1,000,000 by four annual installments and an annual royalty fee based on the gross sales of consumer batteries over the term of the Consumer Battery License Agreement. Accordingly, during the year ended December 31, 2007, the Company recorded a total up-front royalty payment obligation of $1,000,000, which was included in other payables and accrued liabilities, with the related debit recorded as an intangible asset entitled consumer battery license agreement. During the nine months ended September 30, 2010, the Company recorded a total of approximately $269,832 as royalty expense, which was included in selling and distribution costs in the statement of operations. At September 30, 2010, accrued royalty fees payable was $1,233,752 (see Note 19).

The Company is amortizing the $1,000,000 cost of the Consumer Battery License Agreement over a period of 20 years on the straight line basis. The accounting for the Consumer Battery License Agreement is based on the Company’s estimate of the useful life of the underlying technology, which is based on the Company’s assessment of existing battery technology, current trends in the battery business, potential developments and improvements, and the Company’s current business plan.

15. 
Investment Securities

   
As of
 
   
September 30,
2010
(Unaudited)
   
December 31,
2009
(Audited)
 
   
$
   
$
 
             
Investment securities - cost method
    52,843       52,732  
                 
      52,843       52,732  

The investments in less than twenty percent owned entities are accounted for under the cost basis.

16. 
Fair Value Measurements

The Company adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), related to the Company’s financial assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also describes three levels of inputs that may be used to measure fair value:
 
Level 1 — quoted prices in active markets for identical assets and liabilities.
 
Level 2 — observable inputs other than quoted prices in active markets for identical assets and liabilities.
 
Level 3 — unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.

 
26

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

16. 
Fair Value Measurements (continued)

ASC 820 also provides guidance for determining the fair value of a financial asset when the market for that asset is not active, and for determining fair value when the volume and level of activity for an asset or liability have significantly decreased and includes guidance on identifying circumstances that indicate when a transaction is not orderly. The adoption of ASC 820 did not have a material impact on the Company’s financial condition or results of operations.
 
The effective date for certain aspects of ASC 820 was deferred and are currently being evaluated by the Company. Areas impacted by the deferral relate to nonfinancial assets and liabilities that are measured at fair value, but are recognized or disclosed at fair value on a nonrecurring basis. The effects of these remaining aspects of ASC 820 are to be applied by the Company to fair value measurements prospectively beginning November 1, 2009. The adoption of the remaining aspects of ASC 820 is not expected to have a material impact on its financial condition or results of operations. See Note 6 to the consolidated financial statements in this Report on Form 10-K for additional investment information.

The following table details the fair value measurements of assets and liabilities within the three levels of the fair value hierarchy at September 30, 2010 and December 31, 2009:

         
Fair Value Measurements at reporting date using
 
   
September 30,
2010
   
Quoted Price
in active
Markets for
identical assets
(level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Other
Unobservable
Inputs
(Level 3)
 
   
$
   
$
   
$
   
$
 
Assets
                       
Accounts receivable
    19,459,847       -       -       19,459,847  
Prepaid expenses and other receivables
    4,958,306       -       -       4,958,306  
Notes receivable
    1,979,551       -