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Principal Activities, Basis of Presentation and Organization | 12 Months Ended
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Sep. 30, 2014
Principal Activities, Basis of Presentation and Organization [Text Block] |
1. | Principal Activities, Basis of Presentation and Organization
Principal Activities China BAK Battery, Inc. (“China BAK”) is a corporation formed in the State of Nevada on October 4, 1999 as Medina Copy, Inc. The Company changed its name to Medina Coffee, Inc. on October 6, 1999 and subsequently changed its name to China BAK Battery, Inc. on February 14, 2005. China BAK and its subsidiaries (hereinafter, collectively referred to as the “Company”) are principally engaged in the manufacture, commercialization and distribution of a wide variety of standard and customized lithium ion (known as "Li-ion" or "Li-ion cell") high power rechargeable batteries. Prior to the disposal of BAK International Limited (“BAK International”) and its subsidiaries (see below), the batteries produced by the Company were for use in cellular telephones, as well as various other portable electronic applications, including high-power handsets telephones, laptop computers, power tools, digital cameras, video camcorders, MP3 players, electric bicycles, hybrid/electric vehicles, and general industrial applications. After the disposal of BAK International and its subsidiaries, the Company will focus on the manufacture, commercialization and distribution of high power lithium ion rechargeable batteries for use in cordless power tools, light electric vehicles, hybrid electric vehicles, electric cars, electric busses, uninterruptable power supplies and other high power applications. The shares of the Company traded in the over-the-counter market through the Over-the-Counter Bulletin Board from 2005 until May 31, 2006, when the Company obtained approval to list its common stock on The NASDAQ Global Market, and trading commenced that same date under the symbol "CBAK". Basis of Presentation and Organization On November 6, 2004, BAK International, a non-operating holding company that had substantially the same shareholders as Shenzhen BAK Battery Co., Ltd (“Shenzhen BAK”), entered into a share swap transaction with the shareholders of Shenzhen BAK for the purpose of the subsequent reverse acquisition of the Company. The share swap transaction between BAK International and the shareholders of Shenzhen BAK was accounted for as a reverse acquisition of Shenzhen BAK with no adjustment to the historical basis of the assets and liabilities of Shenzhen BAK. On January 20, 2005, the Company completed a share swap transaction with the shareholders of BAK International. The share swap transaction, also referred to as the “reverse acquisition” of the Company, was consummated under Nevada law pursuant to the terms of a Securities Exchange Agreement entered by and among China BAK, BAK International and the shareholders of BAK International on January 20, 2005. The share swap transaction has been accounted for as a capital-raising transaction of the Company whereby the historical financial statements and operations of Shenzhen BAK are consolidated using historical carrying amounts. Also on January 20, 2005, immediately prior to consummating the share swap transaction, BAK International executed a private placement of its common stock with unrelated investors whereby it issued an aggregate of 1,720,087 shares of common stock for gross proceeds of $17,000,000. In conjunction with this financing, Mr. Xiangqian Li, the Chairman and Chief Executive Officer of the Company (“Mr. Li”), agreed to place 435,910 shares of the Company's common stock owned by him into an escrow account pursuant to an Escrow Agreement dated January 20, 2005 (the “Escrow Agreement”). Pursuant to the Escrow Agreement, 50% of the escrowed shares were to be released to the investors in the private placement if audited net income of the Company for the fiscal year ended September 30, 2005 was not at least $12,000,000, and the remaining 50% was to be released to investors in the private placement if audited net income of the Company for the fiscal year ended September 30, 2006 was not at least $27,000,000. If the audited net income of the Company for the fiscal years ended September 30, 2005 and 2006 reached the above-mentioned targets, the 435,910 shares would be released to Mr. Li in the amount of 50% upon reaching the 2005 target and the remaining 50% upon reaching the 2006 target. Under accounting principles generally accepted in the United States of America (“US GAAP”), escrow agreements such as the one established by Mr. Li generally constitute compensation if, following attainment of a performance threshold, shares are returned to a company officer. The Company determined that without consideration of the compensation charge, the performance thresholds for the year ended September 30, 2005 would be achieved. However, after consideration of a related compensation charge, the Company determined that such thresholds would not have been achieved. The Company also determined that, even without consideration of a compensation charge, the performance thresholds for the year ended September 30, 2006 would not be achieved. While the 217,955 escrow shares relating to the 2005 performance threshold were previously released to Mr. Li, Mr. Li executed a further undertaking on August 21, 2006 to return those shares to the escrow agent for the distribution to the relevant investors. However, such shares were not returned to the escrow agent, but, pursuant to a Delivery of Make Good Shares, Settlement and Release Agreement between the Company, BAK International and Mr. Li entered into on October 22, 2007 (the “Li Settlement Agreement”), such shares were ultimately delivered to the Company as described below. Because the Company failed to satisfy the performance threshold for the fiscal year ended September 30, 2006, the remaining 217,955 escrow shares relating to the fiscal year 2006 performance threshold were released to the relevant investors. As Mr. Li has not retained any of the shares placed into escrow, and as the investors party to the Escrow Agreement are only shareholders of the Company and do not have and are not expected to have any other relationship to the Company, the Company has not recorded a compensation charge for the years ended September 30, 2005 and 2006. At the time the escrow shares relating to the 2006 performance threshold were transferred to the investors in fiscal year 2007, the Company should have recognized a credit to donated shares and a debit to additional paid-in capital, both of which are elements of shareholders’ equity. This entry is not material because total ordinary shares issued and outstanding, total shareholders’ equity and total assets do not change; nor is there any impact on income or earnings per share. Therefore, previously filed consolidated financial statements for the fiscal year ended September 30, 2007 will not be restated. This share transfer has been reflected in these financial statements by reclassifying the balances of certain items as of October 1, 2007. The balances of donated shares and additional paid-in capital as of October 1, 2007 were credited and debited by $7,955,358 respectively, as set out in the consolidated statements of changes in shareholders’ equity. In November 2007, Mr. Li delivered the 217,955 shares related to the 2005 performance threshold to BAK International pursuant to the Li Settlement Agreement; BAK International in turn delivered the shares to the Company. Such shares (other than those issued to investors pursuant to the 2008 Settlement Agreements, as described below) are now held by the Company. Upon receipt of these shares, the Company and BAK International released all claims and causes of action against Mr. Li regarding the shares, and Mr. Li released all claims and causes of action against the Company and BAK International regarding the shares. Under the terms of the Li Settlement Agreement, the Company commenced negotiations with the investors who participated in the Company’s January 2005 private placement in order to achieve a complete settlement of BAK International’s obligations (and the Company’s obligations to the extent it has any) under the applicable agreements with such investors. Beginning on March 13, 2008, the Company entered into settlement agreements (the “2008 Settlement Agreements”) with certain investors in the January 2005 private placement. Since the other investors have never submitted any claims regarding this matter, the Company did not reach any settlement with them. Pursuant to the 2008 Settlement Agreements, the Company and the settling investors have agreed, without any admission of liability, to a settlement and mutual release from all claims relating to the January 2005 private placement, including all claims relating to the escrow shares related to the 2005 performance threshold that had been placed into escrow by Mr. Li, as well as all claims, including claims for liquidated damages relating to registration rights granted in connection with the January 2005 private placement. Under the 2008 Settlement Agreement, the Company has made settlement payments to each of the settling investors of the number of shares of the Company’s common stock equivalent to 50% of the number of the escrow shares related to the 2005 performance threshold these investors had claimed; aggregate settlement payments as of September 30, 2014 amounted to 73,749 shares. Share payments to date have been made in reliance upon the exemptions from registration provided by Section 4(2) and/or other applicable provisions of the Securities Act of 1933, as amended. In accordance with the 2008 Settlement Agreements, the Company filed a registration statement covering the resale of such shares which was declared effective by the SEC on June 26, 2008. Pursuant to the Li Settlement Agreement, the 2008 Settlement Agreements and upon the release of the 217,955 escrow shares relating to the fiscal year 2006 performance threshold to the relevant investors, neither Mr. Li or the Company have any obligations to the investors who participated in the Company’s January 2005 private placement relating to the escrow shares. As of September 30, 2014, the Company had not received any claim from the other investors who have not been covered by the “2008 Settlement Agreements” in the January 2005 private placement. As the Company has transferred the 217,955 shares related to the 2006 performance threshold to the relevant investors in fiscal year 2007 and we also have transferred 73,749 shares relating to the 2005 performance threshold to the investors who had entered the “2008 Settlement Agreements” with us in fiscal year 2008, pursuant to “Li Settlement Agreement” and “2008 Settlement Agreements”, neither Mr. Li nor the Company has not had any remaining obligations to those related investors who participated in the Company’s January 2005 private placement relating to the escrow shares. On October 26, 2012, the Company effected a 1 -for- 5 reverse stock split of its issued and outstanding shares of common stock and a proportional reduction of its authorized shares of common stock. All common share and per share amounts, and exercise prices of common stock options disclosed herein and in the accompanying consolidated financial statements have been retroactively restated to reflect the reverse stock split. On December 27, 2013, Dalian BAK Power was established as a wholly owned subsidiary of BAK Asia with a registered capital of $30,000,000 (Note 19(i)). Pursuant to Dalian BAK Power’s article of association and relevant PRC regulations, BAK Asia was required to contribute $6,000,000 to Dalian BAK Power as capital (representing 20% of Dalian BAK Power’s registered capital) on or before December 27, 2015. Up to the date of this report, the Company has contributed $5,000,000 to Dalian BAK Power through an injection of a series of patents. The Company’s consolidated financial statements have been prepared under accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Company’s principal subsidiaries, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the PRC, Hong Kong, India, Canada or Germany, The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company's subsidiaries to present them in conformity with US GAAP. The Company had net liabilities, a working capital deficiency, accumulated deficit from recurring net losses incurred for current and prior years and short-term debt obligations as of September 30, 2014. The Company has been suffering severe cash flow deficiencies. In order to repay Shenzhen BAK’s overdue bank loans, Shenzhen BAK borrowed from Mr. Jinghui Wang (“Mr. Wang”), an unrelated third party, in December 2013 and January 2014, an aggregate of $83.8 million (RMB520 million) bearing interest at 20% per annum and repayable by March 31, 2014 (the “Loans”). The Loans were secured by the Company’s 100% equity interest in BAK International (the “Shares”), guaranteed by BAK International and the Company (collectively the “Collateral”). The Company failed to repay the loans to Mr. Wang on March 31, 2014. On April 24, 2014, the Company received a default notice from Mr. Wang. On June 30, 2014, the Company received a further notice from Mr. Wang that due to Shenzhen BAK’s default under the Loans, he had foreclosed his security interest in BAK International and sold and transferred to a third party the Shares for a purchase price of $83.8 million (RMB520 million). Pursuant to a debt waiver agreement also dated June 30, 2014. Following the disposal and pursuant to a deed of waiver and release signed on July 4, 2014, the Company and BAK International were both released and discharged from their obligations under the corporate guarantees that they executed in favor of Mr. Wang, and the Company, Shenzhen BAK, BAK International and Mr. Wang shall have no claim whatsoever against each other. As a result of the foreclosure, the equity interest of BAK International and its wholly owned subsidiaries, namely Shenzhen BAK, BAK Battery (Shenzhen) Co., Ltd. (“BAK Battery”), BAK International (Tianjin) Ltd. (“BAK Tianjin”), Tianjin Chenhao Technological Development Limited (a subsidiary of BAK Tianjin established on May 8, 2014,“Tianjin Chenhao”), BAK Battery Canada Ltd. (“BAK Canada”), BAK Europe GmbH (“BAK Europe”) and BAK Telecom India Private Limited (“BAK India”) (collectively the “Disposal Group”) was disposed of effective on June 30, 2014. The consolidated financial statements were consolidated up to the date of disposal. The Company recorded a gain on disposal of subsidiaries of $61.3 million, which was mainly related to the market value appreciation of the Company’s Research and Development Centre in Shenzhen. After the disposal of the BAK International and its subsidiaries effective on June 30, 2014, the Company’s subsidiaries consisted of: i) China BAK Asia Holdings Limited(“BAK Asia”), a wholly owned limited liability company incorporated in Hong Kong on July 9, 2013; ii) Dalian BAK Trading Co., Ltd. (“Dalian BAK Trading”), a wholly owned limited company established on August 14, 2013 in the PRC; and iii) Dalian BAK Power Battery Co., Ltd. (“Dalian BAK Power”), a wholly owned limited liability company established on December 27, 2013 in the PRC. The following table represents the net assets of the Disposal Group as of June 30, 2014 (date of disposal):
|  | Carrying amount |
Cash and cash equivalents | $ | 4,163,555 |
Pledged deposits |  | 119,382 |
Trade accounts receivable, net |  | 63,539,165 |
Inventories |  | 39,941,073 |
Prepayments and other receivables |  | 25,975,982 |
Property, plant and equipment, net |  | 153,341,607 |
Construction in progress |  | 11,900,752 |
Prepaid land use rights, net |  | 21,950,651 |
Intangible assets, net |  | 583,662 |
Short-term bank loans |  | (63,181,988 | )
Accounts and bills payable |  | (100,364,485 | )
Accrued expenses and other payables |  | (24,864,086 | )
Other short term loans |  | (53,406,103 | )
Payable to the Company (Note) |  | (17,844,674 | )
Deferred revenue |  | (7,215,622 | )
Other long-term payables |  | (23,834,320 | )
Rental deposits |  | (1,144,121 | )
Deferred tax liabilities |  | (769,357 | )
Net assets of BAK International and subsidiaries upon disposal |  | 28,891,073 |
Consideration received in the form of : |  |  |
Offset against loans from Mr. Wang |  | (83,812,839 | )
Waiver of interest accruing up to June 30, 2014 |  | (8,262,566 | )
|  | (63,184,332 | )
Impairment on receivable from the Disposal Group (Note) |  | 1,836,580 |
Gain on disposal of subsidiaries | $ | (61,347,752 | )
Note: | The Disposal Group owed the Company a sum of $17,844,674. Up to September 30, 2014, the Disposal Group repaid $876,240 in cash to the Company. The former subsidiaries agreed to repay $15,131,854 primary in the form of:-
| (a) | Property, plant and equipment to be provided to the Company at a total carrying amount of $10,969,796. Title to property, plant and equipment of $4,268,397 had been passed to the Company as of September 30, 2014, $6,107,084 had been passed to the Company in December 2014 and the remaining $594,315 will be passed to the Company by the end of January 2015;
| (b) | Inventories provided to the Company at a total carrying amount of $3,295,456 as of September 30, 2014; and
| (c) | Payment of $558,577 to the Company’s subcontractors on its behalf as of September 30, 2014.
Management of the Company evaluated the collectability of the remaining amount and determined that $1.8 million should be impaired (Note 7). The following table presents the components of disposal group in relation to the manufacture, commercialization and distribution of lithium ion rechargeable batteries reported in the consolidated statements of operations and comprehensive loss for the years ended September 30, 2013 and 2014:
|  | 2013 |  |  | 2014 |
Net revenues | $ | 185,552,560 |  | $ | 121,842,765 |
Cost of revenues |  | (202,159,615 | ) |  | (112,386,074 | )
Gross (loss) profit |  | (16,607,055 | ) |  | 9,456,691 |
Operating expenses: |  |  |  |  |  |
Research and development expenses |  | (5,351,904 | ) |  | (3,977,127 | )
Sales and marketing expenses |  | (7,585,130 | ) |  | (4,489,308 | )
General and administrative expenses |  | (16,501,846 | ) |  | (10,605,462 | )
Recovery of doubtful accounts |  | 8,958,428 |  |  | 639,390 |
Impairment charge on property, plant and equipment |  | (62,527,213 | ) |  | - |
Total operating expenses |  | (83,007,665 | ) |  | (18,432,507 | )
Operating loss |  | (99,614,720 | ) |  | (8,976,816 | )
Finance costs, net |  | (11,522,580 | ) |  | (16,792,381 | )
Government grant income |  | 131,515 |  |  | 74,532 |
Other income (expense), net |  | 1,763,990 |  |  | 636,343 |
Loss before income tax and discontinued operations |  | (109,241,795 | ) |  | (25,057,322 | )
Income tax expenses |  | (6,119,964 | ) |  | (16,475 | )
Net loss from continuing operations, net of tax |  | (115,361,759 | ) |  | (25,073,797 | )
DISCONTINUED OPERATIONS The Company had also been engaged in property leasing and management of its Research and Development Centre in Shenzhen since its completion in July 2013. Following the disposal of BAK International and in subsidiaries on June 30, 2014, this business is now accounted for as discontinued operations in the accompanying consolidated financial statements for all periods presented. Accordingly, assets and liabilities, revenues and expenses, and cash flows related to the property leasing and management business have been appropriately reclassified in the accompanying consolidated financial statements as discontinued operations for all periods presented. The following table presents the major classes of assets and liabilities of discontinued operations of the property leasing and management business reported in the consolidated balance sheets:
|  | September 30, 2013 |
Prepayments and other receivables | $ | 37,239 |
Prepaid land use right, current portion |  | 28,524 |
Current assets of discontinued operations | $ | 65,763 |
Non-current assets |  |  |
Property, plant and equipment, net | $ | 41,914,724 |
Prepaid land use rights, non-current |  | 1,200,277 |
Non-current assets of discontinued operations |  | 43,115,001 |
Non-current liabilities of discontinued operations - Rental deposits from tenants | $ | (715,398 | )
The following table presents the components of discontinued operations in relation to the property leasing and management business reported in the consolidated statements of operations and comprehensive loss for the years ended September 30, 2013 and 2014:
|  | 2013 |  |  | 2014 |
Net revenues | $ | 397,516 |  | $ | 4,069,147 |
Cost of revenues |  | - |  |  | (919,470 | )
|  | 397,516 |  |  | 3,149,677 |
Gain on disposal of subsidiaries |  | - |  |  | 61,347,752 |
Income from discontinued operations | $ | 397,516 |  | $ | 64,497,429 |
As a result of the above foreclosure, the Company currently owns a Hong Kong subsidiary, BAK Asia, which in turn wholly owns two Chinese subsidiaries, Dalian BAK Trading and Dalian BAK Power. China BAK will continue to be a US listing company. The Company has outsourced its manufacturing operations to BAK Tianjin before the completion of construction and operation of facility in Dalian. BAK Tianjin is now a supplier of the Company and the Company does not have any significant benefits or liability from the operating results of BAK Tianjin except the normal risk with any major supplier. Pursuant to a memorandum of understanding with the buyer of the Company’s former subsidiaries dated August 20, 2014, Mr. Xiangqian Li remains as a director of BAK International, Shenzhen BAK, BAK Battery and BAK Battery until Shenzhen BAK’s full settlement of its bank loans of $63.1 million through various dates through March 2015. During this period, Mr. Li should not participate in any operational and managerial decision making of these entities. As of September 30, 2014, the Company is building a new manufacturing site in Dalian which will focus on production and sale of the new energy high power batteries for use in electric vehicles, light electric vehicles and other high power applications. The Company had advances from the Management Committee of Dalian Economic Zone of $24,437,131 to finance the Company’s removal of its production facilities to Dalian. The Company expects that the removal will be completed in January 2015 and formal production will commence by the end of March 2015. These advances will be recognized as income or offset against related expenditures when there are no present or future obligations for the subsidized projects. On October 17, 2014, the Company received a subsidy of $7.52 million (RMB46,150,000) from the Management Committee for costs of land use rights relating to the new manufacturing site in Dalian. The subsidy will be amortized on a straight-line basis over the estimated useful lives of the depreciable facilities constructed t After the disposal of BAK International, the Company continued its business and continued to generate revenues from sale of batteries via subcontracting the production to BAK Tianjin, a former subsidiary. BAK Tianjin before the commencement of production of the Dalian factory. The Company obtained a short term bank loan of $4.9 million (RMB30 million) from Bank of Dandong for the period from August 19, 2014 to August 18, 2015. The short term loan is bearing fixed interest at 7.8% per annum and was guaranteed by Shenzhen BAK and Mr. Li. The Company expects to renew the bank loan in August 2015 upon maturity, and plans to raise further financing from local banks to meet its daily cash demands. However, there can be no assurance that the Company will be successful in obtaining this financing. The Company believes that with the significant reduction of liabilities and disposal of traditionally low margin battery business after the foreclosure of BAK International, it can continue as a going concern and return to profitability. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty related to the Company’s ability to continue as a going concern.

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- Definition The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). + References No definition available. + Details
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