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EX-31.2 - EXHIBIT 31.2 - Shiner International, Inc.exhibit31-2.htm
EX-31.1 - EXHIBIT 31.1 - Shiner International, Inc.exhibit31-1.htm
EX-32.1 - EXHIBIT 32.1 - Shiner International, Inc.exhibit32-1.htm
EX-32.2 - EXHIBIT 32.2 - Shiner International, Inc.exhibit32-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

[X] Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2013

[_] Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______ to _______.

001-33960
(Commission file number)

SHINER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Nevada 98-0507398
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

19/F, Didu Building, Pearl River Plaza,
No. 2 North Longkun Road
Haikou, Hainan Province
China 570125
(Address of principal executive offices)

011-86-898-68581104 (Issuer’s telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)

Yes [X]    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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [X]
(Do not check if a smaller reporting company)  

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 number of shares outstanding of each of the issuer’s classes of common stock, as of August 9, 2013 is as follows:

Class of Securities Shares Outstanding
Common Stock, $0.001 par value 27,541,491


EXPLANATORY NOTE

This amended Quarterly Report on Form 10-Q (the “Amendment”) amends the Quarterly Report on Form 10-Q of Shiner International, Inc. (the “Company”) for the quarter ended June 30, 2013 (the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on August 14, 2013. The Amendment is being filed to correct an error in classifying the sale of patent/license for RMB 20 million ($3.2 million) as other income instead of sales revenue as previously reported. The Consolidated Statement of Operations and Other Comprehensive Income (Loss) in this 10-Q/A has been amended to reflect the proper classification. The reclassification resulted in a decrease in Revenue from sales for the six months ended June 30, 2013 by the same amount, and a corresponding increase in Other income. The reclassification has no effect on the net income reported for the three and six months ended June 30, 2013, or on the Consolidated Statement of Cash Flows or the Consolidated Balance Sheet for the period. Corresponding changes have been made to the "Results of Operations" section under "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Amendment.

Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.


TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION  
           Item 1. Financial Statements 1
           Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19
           Item 3. Quantitative and Qualitative Disclosures About Market Risk 26
           Item 4. Controls and Procedures 26
PART II – OTHER INFORMATION  
           Item 1. Legal Proceedings 26
           Item 1A. Risk Factors 27
           Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27
           Item 3. Defaults Upon Senior Securities 27
           Item 4. Mine Safety Disclosures 27
           Item 5. Other Information 27
           Item 6. Exhibits 27



PART I.
FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS.
 
SHINER INTERNATIONAL, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

  Page(s)
   
Financial Statements  
   
   Consolidated Balance Sheets 2
   
   Consolidated Statements of Operations and Other Comprehensive Income (Loss) 3
   
   Consolidated Statements of Cash Flows 4
   
   Notes to Consolidated Financial Statements 5 - 18


SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

    June 30,     December 31,  
    2013     2012  
    (Unaudited)        
ASSETS            
             
CURRENT ASSETS:            
             
     Cash and equivalents $  5,381,045   $  4,233,183  
     Restricted cash   2,509,330     925,039  
     Accounts receivable, net of allowance for doubtful accounts of $997,763 
          and $850,123 at June 30, 2013 and December 31, 2012
  10,088,042     7,807,846  
     Advances to suppliers   13,513,886     15,141,398  
     Notes receivable   58,653     542,802  
     Inventory, net   14,339,365     10,110,732  
     Prepaid expenses and other current assets   1,740,120     711,537  
             
             Total current assets   47,630,441     39,472,537  
             
     Property and equipment, net   30,349,348     30,689,391  
     Construction in progress   5,346,403     5,840,483  
     Advance for purchase of equipment   311,940     426,536  
     Intangible assets, net   1,080,556     1,069,988  
             
             
TOTAL ASSETS $  84,718,688   $  77,498,935  
             
LIABILITIES AND EQUITY            
             
CURRENT LIABILITIES:            
             
     Accounts payable $  8,567,798   $  6,808,524  
     Other payables   8,457,086     8,213,146  
     Unearned revenue   1,032,067     1,622,318  
     Accrued payroll   150,704     147,722  
     Short-term loans   19,488,630     16,404,115  
             
             Total current liabilities   37,696,285     33,195,825  
             
     Long-term loans   11,326,000     11,095,000  
             Total liabilities   49,022,285     44,290,825  
             
Commitments and contingencies            
             
EQUITY:            
     Shiner stockholders' equity:            
           Common stock, par value $0.001; 75,000,000 shares authorized, 
                      27,603,336 shares issued and 27,541,491 shares outstanding
  27,603     27,603  
     Additional paid-in capital   14,336,456     14,336,456  
     Treasury stock (61,845 shares)   (58,036 )   (58,036 )
     Other comprehensive income   6,452,437     5,745,728  
     Statutory reserve   3,414,514     3,414,514  
     Retained earnings   11,296,405     9,526,528  
           Total Shiner stockholders' equity   35,469,379     32,992,793  
             
     Noncontrolling interest   227,024     215,317  
           Total equity   35,696,403     33,208,110  
             
             
     TOTAL LIABILITIES AND EQUITY $  84,718,688   $  77,498,935  

The accompanying notes are an integral part of these consolidated financial statements.

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SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
(Unaudited)

    Three Months Ended June 30,     Six Months Ended June 30,  
    2013     2012     2013     2012  
Net revenue $  17,950,297   $  16,401,485   $ 31,793,826   $  33,771,509  
Cost of goods sold   16,127,248     15,913,476     29,057,338     31,112,559  
Gross profit   1,823,049     488,009     2,736,488     2,658,950  
                         
Operating expenses:                        
               Selling   769,904     577,500     1,435,329     1,232,031  
               General and administrative   1,497,585     1,386,968     2,928,678     3,033,445  
                     Total operating expenses   2,267,489     1,964,468     4,364,007     4,265,476  
                         
Loss from operations   (444, 440 )   (1,476,459 )   (1,627,519 )   (1,606,526 )
                         
Non-operating income (expense):                        
               Other income (expense), net   3,572,108     294,712     4,579,548     193,529  
               Interest income   14,411     9,565     75,761     18,394  
               Interest expense   (512,850 )   (323,196 )   (887,006 )   (611,865 )
               Exchange loss   (41,011 )   (3,775 )   (79,071 )   (9,648 )
                     Total non-operating income (expense)   3,032,658     (22,694 )   3,689,232     (409,590 )
                         
Income (loss) before income tax   2,588,218     (1,499,153 )   2,061,713     (2,016,116 )
Income tax expense (benefit)   284,684     (63,222 )   284,684     15,721  
                         
Net income (loss)   2,303,534     (1,435,931 )   1,777,029     (2,031,837 )
                         
Net income (loss) attributed to noncontrolling                        
interest   7,137     (21,641 )   7,152     (63,027 )
Net income (loss) attributed to Shiner $  2,296,397   $  (1,414,290 ) $  1,769,877   $  (1,968,810 )
                         
Comprehensive income (loss):                        
               Net income (loss) $  2,303,534   $  (1,435,931 ) $  1,777,029   $  (2,031,837 )
               Foreign currency translation gain   517,918     28,762     706,709     307,086  
                         
Comprehensive income (loss) $  2,821,452   $  (1,407,169 ) $  2,483,738   $  (1,724,751 )
                         
Weighted average shares outstanding:                        
               Basic   27,541,491     27,541,491     27,541,491     27,541,491  
               Diluted   27,541,491     27,541,491     27,541,491     27,541,491  
                         
Income (loss) per share attributed to Shiner common                        
stockholders:                        
               Basic $  0.08   $  (0.05 ) $  0.06   $  (0.07 )
               Diluted $  0.08   $  (0.05 ) $  0.06   $  (0.07 )

The accompanying notes are an integral part of these consolidated financial statements.

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SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2013 AND 2012
(Unaudited)

    2013     2012  
CASH FLOWS FROM OPERATING ACTIVITIES:            
     Net income (loss) $  1,777,029   $  (2,031,837 )
     Adjustments to reconcile net income (loss) to net cash used in operating activities:        
           Depreciation   1,627,172     1,654,126  
           Amortization   11,594     118,214  
           Stock compensation expense   -     2,032  
           Change in working capital components:            
                 Accounts receivable   (2,096,694 )   280,177  
                 Inventory   (3,978,392 )   (2,276,621 )
                 Advances to suppliers   1,923,549     (2,010,504 )
                 Prepaid expenses and other current assets   (1,019,674 )   475,505  
                 Accounts payable   1,602,247     (1,942,069 )
                 Unearned revenue   (617,857 )   439,576  
                 Other payables   76,624     (219,453 )
                 Accrued payroll   (92 )   (41,167 )
             
     Net cash used in operating activities   (694,494 )   (5,552,021 )
             
CASH FLOWS FROM INVESTING ACTIVITIES:            
     Cash from the sale of assets   122,255     -  
     Issuance of notes receivable   (54,690 )   (23,764 )
     Proceeds from notes receivable   545,241     7,925  
     Payments for property and equipment   (48,258 )   (1,675,316 )
     Increase in restricted cash   (1,549,556 )   (156,619 )
             
     Net cash used in investing activities   (985,008 )   (1,847,774 )
             
CASH FLOWS FROM FINANCING ACTIVITIES:            
     Repayment of short-term loans   (16,580,059 )   (11,655,944 )
     Proceeds from short-term loans   19,295,912     18,572,677  
     Proceeds from long-term loans   -     1,061,206  
             
     Net cash provided by financing activities   2,715,853     7,977,939  
             
Effect of exchange rate changes on cash and equivalents   111,511     25,348  
             
NET INCREASE IN CASH AND EQUIVALENTS   1,147,862     603,492  
             
CASH AND EQUIVALENTS, BEGINNING BALANCE   4,233,183     2,831,808  
             
CASH AND EQUIVALENTS, ENDING BALANCE $  5,381,045   $  3,435,300  
             
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:            
             
     Interest paid $  757,239   $  546,020  
             
     Income taxes paid $  -   $  7,608  

The accompanying notes are an integral part of these consolidated financial statements.

- 4 -


SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

Note 1 - Organization and Basis of Presentation

The unaudited consolidated financial statements were prepared by Shiner International, Inc., a Nevada corporation (the “Company” or “Shiner”), pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) were omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2013. The results for the three and six months ended June 30, 2013, are not necessarily indicative of the results to be expected for the year ending December 31, 2013.

Organization and Line of Business

Shiner International, Inc. (the “Company” or “Shiner”) was incorporated in the State of Nevada on November 12, 2003. The Company, through its subsidiaries manufactures Biaxially Oriented Polypropylene (“BOPP”) tobacco film, coated films, color printing products, advanced film, and water based coatings selling to customers throughout the People’s Republic of China (“China” or “PRC”), Asia, Australia, Europe, the Middle East and North America. Our products are sold to companies in the following industries: food, tobacco, chemical, agribusiness, medical, pharmaceutical, personal care, electronics, automotive, construction, graphics, music and video publishing and other consumer goods.

Except as otherwise indicated by the context, all references in this report to “Shiner,” “Company,” “we,” “us” or “our” are to Shiner International, Inc. and its direct and indirect subsidiaries: (i) Hainan Shiner Industrial Co., Ltd., or “Hainan Shiner,” (ii) Hainan Shiny-Day Color Printing Packaging Co., Ltd., or “Shiny-Day,” (iii) Hainan Modern Hi-Tech Industrial Co., Ltd., or “Hainan Modern,” (iv) Zhuhai Modern Huanuo Packaging Material Co., Ltd., or “Zhuhai Modern,” (v) Shimmer Sun Ltd., or “Shimmer Sun,” (vi) Hainan Jingyue New Material Co., Ltd., or “Jingyue,” (vii) Hainan Shunhao New Material Co., Ltd., or “Shunhao,” (viii) Hainan Yongxin Environmental Co., Ltd., or “Yongxin,” and (ix) Ningbo Neisuoer Latex Co., Ltd., or “Ningbo”.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Shiner and its subsidiaries as follows:

  Place Percentage  
Subsidiary Incorporated Owned Parent
Shiner International, Inc.    Nevada, USA    None
Hainan Shiner    China    100%  Shiner International, Inc.
Shiny-Day    China    100%  Shiner International, Inc.
Hainan Modern    China    100%  Shiny-Day
Zhuhai Modern    China    100%  Shiny-Day
Shimmer Sun    China    100%  Shiner International, Inc.
Jingyue    China    100%  Shimmer Sun
Shunhao    China    100%  Jingyue
Yongxin    China    100%  Shunhao
Ningbo    China    65%  Yongxin

The accompanying consolidated financial statements were prepared in conformity with the accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional currency is the Chinese Yuan Renminbi (“RMB”); however, the accompanying consolidated financial statements were translated and presented in United States Dollars (“$” or “USD”).

Noncontrolling Interest

On May 2, 2011, Shiner acquired 100% of the stock of Shimmer Sun Ltd. (“Shimmer Sun”) for $3.2 million. The Company paid $1.3 million in cash and the remaining $1.9 million was paid by September 30, 2011. The acquisition gave Shiner a 65% controlling

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SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

interest in Shimmer Sun’s subsidiary, Ningbo. The transaction was accounted for under the acquisition method of accounting, with the purchase price allocated based on the fair value (“FV”) of the individual assets acquired and liabilities assumed.

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, “Consolidation,” which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. This standard also required changes to certain presentation and disclosure requirements.

The net income (loss) attributed to the NCI is separately designated in the accompanying statements of operations and other comprehensive income (loss). Losses attributable to the NCI in a subsidiary may exceed the NCI’s interests in the subsidiary’s equity. The excess attributable to the NCI is attributed to those interests. The NCI shall continue to attribute its share of losses even if that attribution results in a deficit NCI balance.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Shiner International, Inc. and its subsidiaries. All significant intercompany transactions and balances were eliminated in consolidation.

Foreign Currency Translation

The accounts of the Company’s Chinese subsidiaries are maintained in RMB and the accounts of the US parent company are maintained in USD. The accounts of the Chinese subsidiaries are translated into USD in accordance with ASC Topic 830, “Foreign Currency Matters,” with the RMB as the functional currency. According to Topic 830, all assets and liabilities are translated at the exchange rate on the balance sheet date, stockholders’ equity is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, “Comprehensive Income.” Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the statement of operations and other comprehensive income (loss).

Note 2 - Summary of Significant Accounting Policies

Use of Estimates

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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Equivalents

Cash and equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Restricted Cash

Restricted cash consists of monies restricted by the Company’s lender related to its outstanding debt obligations.

Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis.

Advances to Suppliers

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SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

To ensure a steady supply of raw materials, the Company is required from time to time to make cash advances when placing its purchase orders. Management determined no reserve was necessary for advances to suppliers. The advances to suppliers are interest free and unsecured.

Notes Receivable

Notes receivable consist of bank notes received from customers as payment of their accounts receivable. The notes are guaranteed by a bank and bear no interest. The notes are generally due within three months from the date of issuance.

Inventory, net

Inventory is valued at the lower of the inventory’s cost (weighted average basis) or the current market price of the inventory. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to market value, if lower.

Property and Equipment, net

Property and equipment are stated at cost. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

Operating equipment 10 years
Vehicles 8 years
Office equipment 5 years
Buildings and improvements 20 years

The following are the details regarding the Company’s property and equipment at June 30, 2013 and December 31, 2012:

    June 30,     December 31,  
    2013     2012  
          (audited)  
Operating equipment $  26,478,484   $  25,868,886  
Vehicles   710,210     695,724  
Office equipment   240,916     231,234  
Buildings   12,630,628     12,183,492  
    40,060,238     38,979,336  
Less: accumulated depreciation   (9,710,890 )   (8,289,945 )
  $  30,349,348   $  30,689,391  

Construction in Progress and Government Grants

Construction in progress mainly consists of amounts expended to build a manufacturing workshop in Hainan, including a product line for a BOPP tobacco line. The costs incurred and capitalized as construction in progress at June 30, 2013 and December 31, 2012 (audited) were $5.3 million and $5.8 million, respectively, which include the facility and equipment. Once the project is completed, it will be transferred from “Construction in progress” to “Property and equipment.” The total cost of the new Hainan manufacturing workshop and the BOPP tobacco line is expected to be $25.1 million. The first phase of the project was completed during 2010. In October 2009, the Company received a government grant for this project of RMB29.1 million (or $4.3 million based on the exchange rate at December 31, 2009) from the Hainan Province Finance Bureau (“HPFB”). The Company is required to provide detailed expenses of the construction project to the HPFB. At the end of the project, the government will determine if the funds were used in accordance with the grant. At June 30, 2013 and December 31, 2012 (audited), respectively, RMB25.2 million ($4.1 million based on the exchange rate at June 30, 2013) and RMB26.675 million (or $4.2 million based on the exchange rate at December 31, 2012) was recorded in “Other payables” on the accompanying consolidated financial statements (Note 6). The amount of the government grant is being amortized into other income over the useful life of the asset on the same basis used to depreciate the asset. For the three and six months ended June 30, 2013, the Company amortized $116,546 and $232,364, respectively, into “Other income.”

- 7 -


SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

In December 2011, the Company received a government grant of RMB14.0 million (or $2.2 million based on the exchange rate as of December 31, 2011) from the Haikou Finance Bureau (“HFB”) for the adjustment and expansion of our operations and related capital expenditures for construction and equipment purchases. The Company is required to provide detailed expenses of the construction project to HFB. At the end of the project, the government will determine if the funds were used in accordance with the grant. At June 30, 2013 and December 31, 2012 (audited), respectively, RMB12.1 million ($2.0 million based on the exchange rate at June 30, 2013) and RMB12.8 million (or $2.0 million based on the exchange rate at December 31, 2012) was recorded in “Other payables” on the accompanying consolidated financial statements (Note 6). The amount of the government grant is being amortized into “Other income” over the useful life of the asset on the same basis used to depreciate the asset. For the three and six months ended June 30, 2013, the Company amortized $56,070 and $111,790, respectively, into “Other income.”

In January 2012, the Company received a government grant of RMB1.8 million (or $0.3 million based on the exchange rate as of June 30, 2013) from the HFB for the adjustment and expansion of our operation and related capital expenditures for construction and equipment purchase. The Company is required to provide detailed expenses of the construction project to the HFB. At the end of the project, the government will determine if the funds were used in accordance with the grant. At June 30, 2013 and December 31, 2012 (audited), the entire grant was recorded in “Other payables” on the accompanying consolidated financial statements (Note 6). If the government determines the funds were used for their intended purpose, the amount of the government grant is then amortized into “Other income” over the useful life of the asset on the same basis being used to depreciate the asset. The Company has not begun amortizing the grant into “Other income.”

Long-Lived Assets

The Company applies ASC Topic 360, “Property, Plant, and Equipment,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the FV of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that FVs are reduced to recognize the cost of disposal. Based on its review, the Company believes that as of June 30, 2013 and December 31, 2012 (audited), respectively, there was no significant impairment of its long-lived assets.

Intangible Assets

Intangible assets consist of rights to use three plots of land in Haikou City granted by the Municipal Administration of China for state-owned land. For two of these plots, the Company’s rights run through January 2059 and, for the third, through October 2060. The Company evaluates intangible assets for impairment, at least on an annual basis and whenever events or changes in circumstances indicate the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible and other long-lived assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss.

Goodwill

Goodwill is the excess of purchase price over the underlying net assets of businesses acquired. Under accounting requirements, goodwill is not amortized but is subject to annual impairment tests, and more frequently if circumstances dictate. The impairment testing is based on the FV of the reporting units, which is estimated based on a discounted cash flow valuation model and the projected future cash flows of the underlying businesses.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, advances to suppliers, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their FVs due to their short maturities. In addition, the Company has long-term debt with financial institutions. The carrying amounts of the line of credit and other long-term liabilities approximate their FVs based on current rates of interest for instruments with similar characteristics.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the FV of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their FVs because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

- 8 -


SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

  • Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
  • Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
  • Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the FV measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC Topic 480, “Distinguishing Liabilities from Equity,” and ASC Topic 815, “Derivatives and Hedging.”

As of June 30, 2013 and December 31, 2012 (audited), respectively, the Company did not identify any assets and liabilities required to be presented on the balance sheet at FV.

Revenue Recognition

The Company’s revenue recognition policies comply with ASC Topic 605, “Revenue Recognition.” Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Sales revenue consists of the invoiced value of goods, which is net of value-added tax (“VAT”). All of the Company’s products sold in the PRC are subject to Chinese VAT of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing their end product. The Company recorded VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables.

Sales and purchases are recorded net of VAT collected and paid. VAT taxes are not affected by the income tax holiday.

Sales returns and allowances was $0 for the three and six months ended June 30, 2013 and 2012. The Company does not provide unconditional right of return, price protection or any other concessions to its dealers or other customers.

Other Income

The Company recognizes other income in the period it has earned the revenue and collectability is reasonably assured. Other income in 2013 and 2012 consists primarily of subsidy income received from Chinese Government Agencies for developing technology and research and development. The Company must manage the funds according to government requirements. The Company recognizes the revenue over the contract period.

Advertising Costs

The Company expenses the cost of advertising as incurred. Advertising costs for 2013 and 2012 were not significant.

Research and Development

The Company expenses its research and development (“R&D”) costs as incurred. R&D costs included in general and administrative expenses for the three and six months ended June 30, 2013 were $921,262 and $1,575,906, respectively and $649,976 and $1,336,942 for the three and six months ended June 30, 2012, respectively.

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation.” ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at FV at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date FV of stock options and other equity-based compensation issued to employees and non-employees. There were 90,000 options outstanding as of June 30, 2013.

- 9 -


SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is more than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

Basic and Diluted Earnings (Loss) Per Share

Earnings (loss) per share is calculated in accordance with ASC Topic 260, “Earnings Per Share.” Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were 90,000 options and 0 warrants outstanding as of June 30, 2013 with weighted-average exercise prices of $0.95 and $0, respectively. All options and warrants were excluded from the diluted loss per share for 2013 due to the dilutive effect. The following is a reconciliation of the number of shares (denominator) used in the basic and diluted EPS computations for the three and six months ended June 30, 2013 and 2012:

    Three Months Ended June 30,  
    2013           2012        
          Per Share           Per Share  
    Shares     Amount     Shares     Amount  
Basic earnings (loss) per share   27,541,491   $  0.08     27,541,491   $  (0.05 )
Effect of dilutive stock options and warrants   -     -     -     -  
Diluted earnings per share   27,541,491   $  0.08     27,541,491   $  (0.05 )

    Six Months Ended June 30,  
    2013           2012        
          Per Share           Per Share  
    Shares     Amount     Shares     Amount  
Basic earnings (loss) per share   27,541,491   $  0.06     27,541,491   $  (0.07 )
Effect of dilutive stock options and warrants   -     -     -     -  
Diluted earnings per share   27,541,491   $  0.06     27,541,491   $  (0.07 )

Foreign Currency Transactions and Comprehensive Income

US GAAP requires recognized revenue, expenses, gains and losses to be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s Chinese subsidiaries is the RMB. Translation gains of $6,452,437 and $5,745,728 at June 30, 2013 and December 31, 2012 (audited), respectively, are classified as an item of other comprehensive income in the stockholders’ equity section of the consolidated balance sheets.

Statement of Cash Flows

In accordance with ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based on the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

Segment Reporting

- 10 -


SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has five reportable segments. See Note 14.

Dividends

The Company's Chinese subsidiaries have restrictions on the payment of dividends to the Company. China has currency and capital transfer regulations that may require the Company's Chinese subsidiaries to comply with complex regulations for the movement of capital. These regulations include a public notice issued in October 2005 by the State Administration of Foreign Exchange (“SAFE”) requiring PRC residents, including both legal and natural persons, to register with the competent local SAFE branch before establishing or controlling any company outside of China. Although the Company believes its Chinese subsidiaries are in compliance with these regulations, should these regulations or the interpretation of them by courts or regulatory agencies change, the Company may not be able to pay dividends outside of China.

Note 3 – Advances to Suppliers

Advances to suppliers represent prepayment to vendors for the purchases of inventory.

Note 4 – Inventory, net

Inventory at June 30, 2013 and December 31, 2012 consisted of the following:

    June 30,     December 31,  
    2013     2012  
          (audited)  
Raw Material $  4,322,783   $  4,264,823  
Work in process   1,663,592     1,647,956  
Finished goods   9,131,781     4,960,861  
    15,118,156     10,873,640  
Less: obsolescence reserve   (778,791 )   (762,908 )
Inventory, net $  14,339,365   $  10,110,732  

Note 5 – Prepaid Expenses and Other Current Assets

Prepaid expense and other current assets at June 30, 2013 and December 31, 2012 consisted of the following:

    June 30,     December 31,  
    2013     2012  
          (audited)  
Other receivables $  1,683,128   $  651,971  
Prepaid expenses   56,992     59,566  
  $  1,740,120   $  711,537  

Note 6 - Intangible Assets, net

Intangible assets at June 30, 2013 and December 31, 2012 consisted of rights to use land as follows:

    June 30,     December 31,  
    2013     2012  
          (audited)  
Right to use land $  1,186,431   $  1,162,234  
Less: accumulated amortization   (105,875 )   (92,246 )
Intangible assets, net $  1,080,556   $  1,069,988  

- 11 -


SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

Pursuant to the regulations, the PRC government owns all land. The Company has recognized the amounts paid for the acquisition of rights to use the land as an intangible asset and amortizes such rights over the period the Company has use of the land, which range from 54 to 57 years.

Note 7 – Other Payables

Other payables at June 30, 2013 and December 31, 2012 consisted of the following:

    June 30,     December 31,  
    2013     2012  
          (audited)  
Special purpose fund for Shi Zi Ling workshop $  4,080,596   $  4,227,988  
Special purpose fund for structure and equipment   2,229,717     2,317,006  
Special purpose fund for expansion and equipment   288,813     282,922  
Taxes payable   892,556     652,751  
Miscellaneous payables   965,404     732,479  
  $  8,457,086   $  8,213,146  

The $4,080,596, $2,229,717 and $288,813 payables at June 30, 2013 are liabilities recorded pursuant to the funds received as part of government grants. See “Construction in Progress and Government Grants” in Note 2.

Note 8 - Debt

Short-term loans at June 30, 2013 and December 31, 2012 consisted of the following:

    June 30,     December 31,  
    2013     2012  
          (audited)  
             
From March 16, 2012 to February 18, 2013, with interest of 8.53% at December 31, 2012. The loan was collateralized by equipment. $  -   $  1,585,000  
             
From June 19, 2012 to June 19, 2013, with interest of 8.20% at December 31, 2012. The loan was collateralized by equipment.   -     2,377,500  
             
From June 8, 2012 to June 7, 2013, with interest of 7.26% at December 31, 2012. The loan was collateralized by equipment.   -     4,279,500  
             
Various bank acceptance bills that were payable on various dates through June 10, 2013.   -     3,758,527  
             
From December 21, 2012 to June 21, 2013, with interest of 6.16% at December 31, 2012. The loan was collateralized by a building and equipment.   -     792,500  
             
From September 10, 2012 to March 10, 2013, with interest of 6.16% at December 31, 2012. The loan was collateralized by a building and equipment.   -     697,400  
             
From September 10, 2012 to March 10, 2013, with interest of 6.16% at December 31, 2012. The loan was collateralized by a building and equipment.   -     792,500  
             
From November 27, 2012 to May 27, 2103, with various interest rates averaging 6.70%. The loan was collateralized by a letter of credit.   -     2,121,188  
             
From April 23, 2013 to October 23, 2013, with interest of 6.16% at June 30, 2013. The loan is collateralized by a building and equipment.   2,427,000     -  
             
From May 31, 2013 to May 31, 2014, with interest of 6.6% at June 30, 2013. The loan is collateralized by a building and equipment.   6,472,000     -  
             
From June 28, 2013 to September 27, 2014, with interest of 2.276% at June 30, 2013. The loan is collateralized by a building and equipment.   285,038     -  
             
From May 30, 2013 to August 29, 2014, with interest of 2.273% at June 30, 2013. The loan is collateralized by a building and equipment.   242,248     -  
             
From April 25, 2013 to July 25, 2014, with interest of 1.376% at June 30, 2013. The loan is collateralized by a building and equipment.   283,540     -  
             
From March 28, 2013 to September 19, 2013, with interest of 6.16% at June 30, 2013. The loan is collateralized by a building and equipment.   2,224,847     -  
             
From June 1, 2013 to November 19, 2014, with interest of 6.16% at June 30, 2013. The loan is collateralized by a building and equipment.   1,621,802     -  
             
From May 13, 2013 to November 11, 2014, with interest of 6.3% at June 30, 2013. The loan is collateralized by a building and equipment.   1,618,000     -  
             
Various bank acceptance bills that are payable on various dates through December 27, 2013.   4,314,155     -  
             
$ 19,488,630   $  16,404,115  

- 12 -


SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

Long-term loans at June 30, 2013 and December 31, 2012 consisted of the following:

    June 30,     December 31,  
    2013     2012  
          (audited)  
             
From January 24, 2011 to January 24, 2018, with interest of 6.60%. The loan is collateralized by buildings and land use rights. $  2,588,800   $  2,536,000  
             
From February 10, 2011 to February 10, 2018, with interest of 6.60%. The loan is collateralized by buildings and land use rights.   2,912,400     2,853,000  
             
From February 16, 2011 to February 16, 2018, with interest of 6.60%. The loan is collateralized by buildings and land use rights.   2,346,100     2,298,250  
             
From February 17, 2011 to February 17, 2018, with interest of 6.60%. The loan is collateralized by buildings and land use rights.   1,278,220     1,252,150  
             
From March 25, 2011 to March 25, 2018, with interest of 6.60%. The loan is collateralized by buildings and land use rights.   436,860     427,950  
             
From November 30, 2011 to November 30, 2018, with interest of 6.60%. The loan is collateralized by buildings and land use rights.   161,800     158,500  
             
From December 23, 2011 to December 23, 2018, with interest of 6.60%. The loan is collateralized by buildings and land use rights.   517,760     507,200  
             
From March 19, 2012 to January 18, 2018, with interest of 6.60%. The loan is collateralized by buildings and land use rights.   1,084,060     1,061,950  
             
$ 11,326,000   $  11,095,000  

- 13 -


SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

Aggregate future maturities of long-term loans at June 30, 2013 are as follows:

Year ending December 31,      
2013 $  -  
2014   -  
2015   -  
2016   -  
Thereafter    11,326,000  
  $  11,326,000  

The weighted average interest rate on long-term loans is 6.60% .

On August 2, 2010, Hainan Shiner entered into a credit facility with the Hainan Branch of the Bank of China. It is a secured revolving credit facility of RMB70 million (or $11.1 million based on the exchange rate on December 31, 2010) for seven years. Under the credit facility, Hainan Shiner may only use the loan proceeds to improve the technology of its BOPP film and to purchase certain equipment necessary for this improvement. Proceeds under the facility not used for these purposes would be subject to a misappropriation penalty interest rate that is 100% of the current interest rate on the loan.

The initial interest rate on each withdrawal from the facility will be the 5-year benchmark lending rate announced by the People’s Bank of China on the date of such withdrawal, and is subject to adjustment every 12 months based upon the benchmark. Additional interest will be paid on an overdue loan under this credit facility at 50% of the current interest rate on the loan. Hainan Shiner and certain of its affiliates, including the Company, have provided guarantees and certain land, buildings, and property as collateral under this facility.

The credit facility includes covenants that prohibit Hainan Shiner from making distributions to the Company, its sole shareholder, if (a) its after-tax net income for the fiscal year is zero or negative, (b) its after-tax net income is insufficient to make up its accumulated loss, (c) its income before tax is not utilized in paying off the capital, interest and expense of the lender, or (d) its income before tax is insufficient to pay the capital, interest and expense of the lender.

As of June 30, 2013, the Company drew down the entire RMB70 million credit facility.

Note 9 - Stock Options and Warrants

Stock Options

The following is a summary of the Company’s stock option activity for the six months ended June 30, 2013:

          Weighted        
          Average     Aggregate  
    Options     Exercise Price     Intrinsic  
    Outstanding     Price     Value  
Outstanding at December 31, 2012   90,000   $  0.95   $  -  
Granted   -              
Canceled   -              
Exercised   -              
Outstanding at June 30, 2013   90,000   $  0.95   $  -  
Exercisable at June 30, 2013   90,000   $  0.95   $  -  

- 14 -


SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

The number and weighted average exercise prices of all options outstanding as of June 30, 2013, are as follows:

  Options Outstanding                     
                    Weighted  
              Weighted     Average  
        Number     Average     Remaining  
  Range of     Outstanding     Exercise     Contractual Life  
  Exercise Price     June 30, 2013     Price     (Years)  
                       
$  0.80     60,000   $  0.80     3.44  
$  1.25     30,000   $  1.25     0.93  
        90,000              

The number and weighted average exercise prices of all options exercisable as of June 30, 2013, are as follows:

  Options Exercisable   
                    Weighted  
              Weighted     Average  
        Number     Average     Remaining  
  Range of     Outstanding     Exercise     Contractual Life  
  Exercise Price     June 30, 2013     Price     (Years)  
                       
$  0.80     60,000   $  0.80     3.44  
$  1.25     30,000   $  1.25     0.93  
        90,000              

Warrants

The following is a summary of the Company’s warrant activity for the three and six months ended June 30, 2013:

                Weighted  
          Weighted     Average  
          Average     Remaining  
    Warrants     Exercise Price     Contractual Life  
    Outstanding     Price     (Years)  
Outstanding at December 31, 2012   521,664   $  1.70     0.24  
Granted   -              
Canceled   -              
Exercised   (521,664 ) $  1.70     -  
Outstanding at June 30, 2013   -   $  -     -  
Exercisable at June 30, 2013   -   $  -     -  

Note 10 - Employee Welfare Plans

The expense for employee common welfare was $15,117 and $36,323 for the three and six months ended June 30, 2013, respectively and $40,302 and $42,805 for the three and six months ended June 30, 2012, respectively.

Note 11 - Statutory Common Welfare Fund

As stipulated by the Company Law of the PRC, net income after taxation can only be distributed as dividends after appropriation has been made for the following:

  i.

Making up cumulative prior years’ losses, if any;

- 15 -


SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

  ii.

Allocations to the “statutory surplus reserve” of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the reserve reaches 50% of the Company’s registered capital;

     
  iii.

Allocations of 5% to 10% of income after tax, as determined under PRC accounting rules and regulations, to the Company’s “statutory common welfare fund,” which is established for the purpose of providing employee facilities and other collective benefits to the Company’s employees; and

     
  iv.

Allocations to the discretionary surplus reserve, if approved in the stockholders’ general meeting.

The Company appropriated $0 and $0 as reserve for the statutory surplus reserve and statutory common welfare fund for the three and six months ended June 30, 2013 and 2012, respectively.

Note 12 - Current Vulnerability Due to Certain Concentrations

There were no customers that exceeded 10% of the Company’s sales for the six months ended June 30, 2013 or 2012. One vendor provided 16% of the Company’s raw materials for the six months ended June 30, 2013, as compared to one vendor that provided 17% of the Company’s raw material purchases for the six months ended June 30, 2012. At June 30, 2013 and December 31, 2012, the Company owed these vendors $1,460,650 and $1,143,862, respectively.

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC and by the general state of the PRC’s economy. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Note 13 – Commitments and Contingencies

At June 30, 2013, the Company was contingently liable to banks for discounted notes receivable and to vendors for endorsed notes receivable of $827,466 (RMB5,114,131).

Note 14 – Segment Information

The Company has five segments: BOPP tobacco films, water-based latex, coated film, color printed packaging, and advanced film. The water-based latex is one of the raw materials used in coated film to make the packaging more environmental friendly and the barrier property better. Approximately 60% of the water-base latex products manufactured by Ningbo are sold to Hainan Shiner, Shiny-Day and Zhuhai Modern.

The following tables summarize the Company’s segment information for the three and six months ended June 30, 2013 and 2012:

    Three Months Ended June 30,     Six Months Ended June 30,  
    2013     2012     2013     2012  
                         
Revenues from unrelated entities                        
           Tobacco film $ 10,121,060   $  10,596,958   $  17,509,118   $  20,634,999  
           Water-based latex   200,231     278,999     399,415     292,810  
           Coated film   4,684,105     3,774,754     8,202,994     7,892,170  
           Color printing   1,211,045     385,673     2,162,528     1,416,479  
           Advanced film   1,733,856     1,365,101     3,519,771     3,535,051  
  $  17,950,297   $  16,401,485   $  31,793,826   $  33,771,509  
                         
Intersegment revenues                        
           Tobacco film $  2,321,553   $  4,516,389   $  3,334,740   $  9,767,474  
           Water-based latex   263     (119 )   42,720     168,948  
           Coated film   1,019,630     1,581,823     1,502,205     3,735,720  
           Color printing   281,384     131,249     411,869     670,483  
           Advanced film   356,143     538,158     601,061     1,673,299  
  $  3,978,973   $  6,767,500   $  5,892,595   $  16,015,924  

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SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

Total revenues                        
           Tobacco film $ 12,442,613   $  15,113,347   $ 20,843,858   $  30,402,473  
           Water-based latex   200,494     278,880     442,135     461,758  
           Coated film   5,703,735     5,356,577     9,705,199     11,627,890  
           Color printing   1,492,429     516,922     2,574,397     2,086,962  
           Advanced film   2,089,999     1,903,259     4,120,832     5,208,350  
           Less Intersegment revenues   (3,978,973 )   (6,767,500 )   (5,892,595 )   (16,015,924 )
  $ 17,950,297   $  16,401,485   $ 31,793,826   $  33,771,509  
                         
Income (loss) from operations                        
           Tobacco film $ (373,976 ) $  (1,253,324 $ (1,043,068 ) $  (753,110 )
           Water-based latex   56,713     59,830     109,220     60,513  
           Coated film   87,154     (169,752 )   (259,043 )   (554,756 )
           Color printing   (29,130 )   (146,548 )   (106,995 )   (269,932 )
           Advanced film   (160,195 )   (7,624 )   (267,821 )   (65,042 )
           Holding Company   (25,006 )   40,959     (59,812 )   (24,199 )
  $  2,748,779   $  (1,476,459 $ (1,627,519 ) $  (1,606,526 )
                         
Interest income                        
           Tobacco film $ 8,982   $  6,137   $ 41,722   $  11,239  
           Water-based latex   69     152     952     159  
           Coated film   3,952     2,206     19,547     4,299  
           Color printing   936     248     5,153     772  
           Advanced film   472     822     8,387     1,925  
           Holding Company   -     -     -     -  
  $  14,411   $  9,565   $ 75,761   $  18,394  
                         
Interest expense                        
           Tobacco film $  309,454   $  212,604   $ 535,143   $  368,844  
           Water-based latex   3,218     3,622     5,566     3,837  
           Coated film   122,746     71,034     212,267     146,304  
           Color printing   24,835     10,245     42,948     29,601  
           Advanced film   51,960     25,021     89,856     61,933  
           Holding Company   637     670     1,226     1,346  
  $  512,850   $  323,196   $ 887,006   $  611,865  
                         
Income tax expense (benefit)                        
           Tobacco film $  158,886   $  (64,768 $ 158,886   $  9,274  
           Water-based latex   -     -     -     -  
           Coated film   89,848     (448 )   89,848     4,453  
           Color printing   -     -     -     -  
           Advanced film   35,950     1,994     35,950     1,994  
           Holding Company   -     -     -     -  
  $  284,684   $  (63,222 $ 284,684   $  15,721  
                         
Net income (loss)                        
           Tobacco film $ 1,102,448   $  (1,219,285 $ 750,228   $  (974,336 )
           Water-based latex   53,562     56,361     104,605     56,836  
           Coated film   1,008,392     (160,873 )   893,102     (631,283 )
           Color printing   (53,029 )   (156,545 )   (144, 790 )   (298,761 )
           Advanced film   210,667     25,763     227,770     (95,721 )
           Holding Company   (25,643 )   40,289     (61,038 )   (25,545 )

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SHINER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 (Unaudited)

  $  2,296,397   $  (1,414,290 $ 1,769,877   $  (1,968,810 )
                         
Provision for depreciation                        
           Tobacco film $  472,691   $  631,228   $ 977,146   $  992,620  
           Water-based latex   9,623     10,716     19,943     21,446  
           Coated film   187,495     219,625     387,590     393,727  
           Color printing   37,936     34,892     78,421     79,662  
           Advanced film   79,369     81,292     164,072     166,671  
           Holding Company   -     -     -     -  
  $  787,114   $  977,753   $ 1,627,172   $  1,654,126  

    As of     As of              
    June 30,     December 31,              
    2013     2012              
Total assets         (audited)              
           Tobacco film $  44,175,606   $  34,457,224              
           Water-based latex   657,568     961,826              
           Coated film   17,522,471     16,599,954              
           Color printing   3,545,306     4,268,660              
           Advanced film   7,417,519     8,140,512              
           Holding Company   11,400,218     13,070,759              
  $  84,718,688   $  77,498,935              

Note 15 - Geographical Sales

The geographical distribution of Shiner’s revenue for the three and six months ended June 30, 2013 and 2012 is as follows:

    Three Months Ended June 30,     Six Months Ended June 30,  
Geographical Areas   2013     2012     2013     2012  
                         
Chinese Main Land $ 15,039,914   $  13,569,643   $ 25,724,940   $  27,947,584  
Asia (outside Mainland China)   1,457,552     1,282,973     2,976,198     2,455,536  
Australia   813,377     997,009     1,856,941     1,920,232  
North America   482,795     374,903     794,045     632,842  
Middle East   51,494     99,183     159,154     419,020  
Europe   73,382     77,774     184,173     338,108  
Africa   -     -     -     33,841  
South America   31,783     -     98,375     24,346  
  $ 17,950,297   $  16,401,485   $  31,793,826   $  33,771,509  

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; and any statements regarding future economic conditions or performance, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. Potential risks and uncertainties include, among other things, the factors discussed in Item 1A, “Risk Factors” included in the Company annual report on Form 10-K filed on March 29, 2013.

Because the factors discussed in this report could cause our actual results or outcomes to differ materially from those expressed in any forward-looking statement made by us or on our behalf, you should not place undue reliance on any such forward-looking statement. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Use of Terms

Except as otherwise indicated by the context, all references in this report to:

  • “Shiner,” “Company,” “we,” “us” or “our” are to Shiner International, Inc., a Nevada corporation, and its direct and indirect subsidiaries: (i) Hainan Shiner Industrial Co., Ltd., or “Hainan Shiner,” (ii) Hainan Shiny-Day Color Printing Packaging Co., Ltd., or “Shiny-Day,” (iii) Hainan Modern Hi-Tech Industrial Co., Ltd., or “Hainan Modern,” (iv) Zhuhai Modern Huanuo Packaging Material Co., Ltd., or “Zhuhai Modern,” (v) Shimmer Sun Ltd., or “Shimmer Sun,” (vi) Hainan Jingyue New Material Co., Ltd ., or “Jingyue,” (vii) Hainan Shunhao New Material Co., Ltd., or “Shunhao,” (viii) Hainan Yongxin Environmental Co., Ltd., or “Yongxin,” and (ix) Ningbo Neisuoer Latex Co., Ltd., or "Ningbo".
  • “SEC” are to the United States Securities and Exchange Commission;
  • “Securities Act” are to the Securities Act of 1933, as amended; and “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
  • “RMB” are to Renminbi, the legal currency of China; and “U.S. dollar,” “USD,” “US$” and “$” are to the legal currency of the United States;
  • “China,” “Chinese” and “PRC” are to the People’s Republic of China; and

Overview

We were incorporated in Nevada in November 2003, but since July 2007, have been headquartered in Hainan, China. Through our operating subsidiaries, Hainan Shiner, Shiny-Day, Hainan Modern, Zhuhai Modern, Shimmer Sun, and Ningbo we manufacture and sell packaging and anti-counterfeit plastic film to manufacturers and producers in China. We sell anti-counterfeit film, coated film, and color printing, in international markets through a network of distributors and converters.

Our primary business consists of the manufacture and distribution of technology driven advanced packaging film products in five business segments: bi-axially oriented polypropylene, or BOPP, film for wrapping tobacco; water-based latex; coated film; color printed packaging; and advanced film. Our products are sold to customers in the food, tobacco, chemical, medical and pharmaceutical, personal care, electronics, automotive, construction, graphics, music and video publishing industries. Our current production capacity consists of: five coated film lines with a capacity of 15,000 tons a year; two BOPP tobacco film production lines with a capacity of 13,500 tons a year; one BOPP film production line with a capacity of 7,000 tons a year; three color printing lines; four anti-counterfeit film lines with a capacity of 2,500 tons a year; and two water-based latex reaction kettles with a capacity of 3,000 tons a year.

- 19 -


The table below shows the percentage of revenue by each of our business segments for the three and six months ended June 30, 2013, and 2012:

    Percent of Revenue     Percent of Revenue  
    Three Months Ended June 30,     Six Months Ended June 30,  
    2013     2012     2013     2012  
                         
BOPP tobacco film   56.4%     64.6%     55.0%     61.1%  
Water-based latex   1.1%     1.7%     1.3%     0.9%  
Coated film   26.1%     23.0%     25.8%     23.4%  
Color printing   6.7%     2.4%     6.8%     4.2%  
Advanced film   9.7%     8.3%     11.1%     10.4%  
    100.0%     100.0%     100.0%     100.0%  

We have 27 patents issued by the State Intellectual Property Office of China and have 75 patent applications relating to our products and manufacturing processes pending. Although our patents and processes provide us a competitive advantage, we do not believe the loss of any single patent would have a material adverse effect on our business.

Our principal executive offices are located at 19th Floor, Didu Building, Pearl River Plaza, No. 2 North Longkun Road, Haikou, Hainan Province, China 570125. Our telephone number is +86-898-68581104 and our website is www.shinerinc.com.

Principal Factors Affecting Our Financial Performance

We believe that the following factors will continue to affect our financial performance:

  • Global Economic Fragility – The ongoing turmoil in the global economy may have an impact on our business and our financial condition, and we may face challenges if economic conditions do not improve. These economic conditions impact levels of consumer spending, which have deteriorated and may remain depressed for the foreseeable future. If demand for our products fluctuates as a result of these economic conditions or otherwise, our revenue and gross margin could be harmed.

  • Fuel Prices Significant fluctuations in fuel prices could have both a positive and negative effect on our business and operations. Significant fluctuations in world fuel prices could significantly increase the price of shipping or transporting our products which we may not be able to pass on to our customers.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements and the notes thereto for the three-month periods ended June 30, 2013 and 2012 included herein. The following tables set forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of sales revenue and key components of our revenue for the periods indicated in dollars and percentages.

Comparison of Three Months Ended June 30, 2013 and 2012

The following table summarizes the results of our operations during the three-month periods ended June 30, 2013 and 2012 and provides information regarding the dollar and percentage increase or (decrease) in such periods:

    Three Months Ended June 30,     $     %  
    2013     2012     Change     Change  
Revenues $ 17,950,297   $  16,401,485   $ 1,548,812     9.4%  
Cost of goods sold   16,127,248     15,913,476     213,772     1.3%  
Gross profit   1,823,049     488,009     1,335,040     273.6%  
Selling, general and administrative expenses   2,267,489     1,964,468     303,021     15.4%  
Interest expense, net of interest income   498,439     313,631     184,808     58.9%  
Other income, net   3,572,108     294,712     3,277,396     1,112.1%  
Exchange (loss)   (41,011 )   (3,775 )   (37,236 )   986.4%  
Income tax expense (benefit)   284,684     (63,222 )   347,906     550.3%  
Net income (loss) attributed to noncontrolling interest   7,137     (21,641 )   28,778     133.0%  
Net income attributed to Shiner $  2,296,397   $  (1,414,290 ) $  3,710,687     262.4%  

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Revenues

Revenues for the three months ended June 30, 2013 increased $1.5 million (or 9.4%), to $17.9 million, compared to $16.4 million in the 2012 period. The increase was primarily attributable to increased revenues generated from the sale of coated film, color printing and advanced film, which, was partially offset by a decrease in revenues generated from the sale of BOPP tobacco and water-based latex. In the second quarter of 2013, revenue from advanced film increased $0.37 million (or 27.0%) to $1.7 million, up from $1.4 million; revenue from coated film increased $0.9 million (or 24.1%) to $4.7 million, from $3.8 million, revenue from color printing increased $0.8 million (or 214.0%) to $1.2 million, from $0.4 million; revenue from BOPP tobacco decreased $0.5 million (or 4.5%) to $10.1 million, down from $10.6 million and revenue from water-based latex decreased $78,768 (or 28.2%) to $0.2 million, from $0.3 million, as compared to the 2012 period. In the second quarter of 2013, our domestic sales (in mainland China) increased as a percentage of total sales, from 82.7% in the second quarter of 2012, to 83.8% in the second quarter of 2013.

Cost of Goods Sold

For the three months ended June 30, 2013, cost of goods sold (“COGS”) increased $0.2 million (or 1.3%), from $15.9 million in the 2012 period, to $16.1 million. COGS for the second quarters of 2013 and 2012 were 89.8% and 97.0% of our revenues, respectively. The decrease in COGS as a percentage of revenues was primarily caused by improved utilization of equipment and higher material utilization.

Gross Profit

Our gross profit for the three months ended June 30, 2013 was $1.8 million, with a profit margin of 10.2%, a 7.2% increase from 3.0% in the second quarter of 2012. The increase in profit margin was primarily a consequence of increased sales revenue resulting from an increase in unit price and the improved utilization of equipment and material that lowered our cost of goods sold.

Selling, General and Administrative (“SG&A”) Expenses

For the three months ended June 30, 2013, our SG&A expenses increased by $0.3 million (or 15.4%) to $2.3 million, compared to $2.0 million in the 2012 period. SG&A expenses include rent, management and staff salaries, insurance, marketing, accounting, legal, and research and development (“R&D”) expenses. The increase in SG&A expenses was mainly due to an increase of $0.3 million R&D expenses.

Interest Expense, net

For the three months ended June 30, 2013, interest expense, net increased by $184,808 (or 58.9%) to $498,439 compared to $313,631 in the 2012 period, primarily due to additional short-term and long-term loans.

Other Income, net

For the three months ended June 30, 2013, there was other income of $3.6 million, representing an increase of $3.3 million (or 1,112.1%), compared to $294,712 for the same period in 2012. In the second quarter of 2013 and 2012, we recognized approximately $0.3 million in subsidy income from PRC governmental agencies for developing technology and R&D projects. In addition, in the second quarter of 2013, we also recognized approximately $3.2 million as a gain from the sale of a patent.

Income Tax Expense (benefit)

For the three months ended June 30, 2013, we recorded a tax provision of $284,684, compared to a tax benefit of $63,222 in the 2012 period. Our effective tax rates for the second quarters of 2013 and 2012 were 11.0% and 4.2%, respectively. The change in the effective tax rate is due to losses incurred by certain subsidiaries where the loss was not able to offset income generated by other subsidiaries.

- 21 -


Net Income (Loss)

For the three months ended June 30, 2013, we generated net income of $2.3 million, representing an increase of $3.7 million (or 262.4%) from a net loss of $1.4 million during the 2012 period. The change in net income (loss) was principally due to an increase in revenue and increases in our gross margins, as explained above.

Comparison of Six Months Ended June 30, 2013 and 2012

The following table summarizes the results of our operations during the three-month periods ended June 30, 2013 and 2012 and provides information regarding the dollar and percentage increase or (decrease) in such periods:

    Six Months Ended June 30,     $     %  
    2013     2012     Change     Change  
Revenues $  31,793,826   $  33,771,509   $ (1, 977,683 )   -5.9%  
Cost of goods sold   29,057,338     31,112,559     (2,055,221 )   -6.6%  
Gross profit   2,736,488     2,658,950     77,538     2.9%  
Selling, general and administrative expenses   4,364,007     4,265,476     98,531     2.3%  
Interest expense, net of interest income   811,245     593,471     217,774     36.7%  
Other income, net   4,579,548     193,529     4,386,019     2,266.3%  
Exchange (loss)   (79,071 )   (9,648 )   (69,423 )   719.6%  
Income tax expense   284,684     15,721     268,963     1710.9%  
Net income (loss) attributed to noncontrolling interest   7,152     (63,027 )   70,179     111.3%  
Net income (loss) attributed to Shiner $  1,769,877   $  (1,968,810 ) $  3,738,687     189.9%  

Revenues

Revenues for the six months ended June 30, 2013 decreased $2.0 million (or 5.9%), to $31.8 million, compared to $33.8 million in the 2012 period. The decrease was primarily attributable to decreased revenues generated from the sale of BOPP tobacco and advanced film which was partially offset by an increase in coated film, color printing, and water-based latex. In the six months ended June 30, 2013 revenue from BOPP tobacco decreased $3.1 million (or 15.1%) to $17.5 million, down from $20.6 million; revenue from advanced film decreased $15,280 (or 0.4%) to $3.5 million; revenue from water-based latex increased $0.1 million (or 36.4%) to $0.4 million from $0.3 million; revenue from coated film increased $0.3 million (or 3.9%) to $8.2 million, from $7.9 million, and revenue from color printing increased $0.7 million (or 52.7%) to $2.2 million, from $1.4 million. In the six months ended June 30, 2013 the percentage of revenue from domestic and international sales did not change significantly from the percentages in 2012. In the six months ended June 30 of 2013 and 2012, sales generated domestically accounted for 80.9% and 82.8%, respectively.

Cost of Goods Sold

For the six months ended June 30, 2013, COGS decreased $2.1 million (or 6.6%), from $31.1 million in the 2012 period, to $29.1 million. COGS for the six months ended June 30, 2013 and 2012 was 91.4% and 92.1% of our revenues, respectively. The decrease in COGS as a percentage of revenues was not significant.

Gross Profit

Our gross profit for the six months ended June 30, 2013 was $2.7 million, with a profit margin of 8.6%, a .07% increase from 7.9% for the six months ended June 30, 2012. The increase in profit margin was primarily a consequence of increased sales revenue resulting from an increase in unit price and the improved utilization of equipment and material that lowered our cost of goods sold.

Selling, General and Administrative (“SG&A”) Expenses

For the six months ended June 30, 2013, our SG&A expenses increased by $98,531 (or 2.3%) to $4.4 million, compared to $4.3 million in the 2012 period. SG&A expenses include rent, management and staff salaries, insurance, marketing, accounting, legal, and research and development (“R&D”) expenses. The increase in SG&A expenses was not significant.

- 22 -


Interest Expense, net

For the six months ended June 30, 2013, interest expense, net increased by $217,774 (or 36.7%) to $811,245 compared to $593,471 in the 2012 period, primarily due to additional short-term and long-term loans.

Other Income, net

For the six months ended June 30, 2013, other income increased by $4.4 million (or 2,266.3%) to $4.6 million, compared to $0.2 in the 2012 period. For the six months ended June 30, 2013 we recognized $1.1 million in subsidy income from PRC governmental agencies for developing technology and R&D projects compared to $0.2 million in the 2012 period and recognized approximately $3.2 million as a gain from the sale of a patent in 2013.

Income Tax Expense

For the six months ended June 30, 2013, we recorded a tax provision of $284,684, compared to $15,721 in the 2012 period. Our effective tax rates for the six months ended June 30 2013 and 2012 were 13.8% and (.08)%, respectively. The change in the effective tax rate is due to losses incurred by certain subsidiaries where the loss was not able to offset income generated by other subsidiaries. This resulted in us providing a provision for income taxes in the six months ended June 30, 2012 even though we incurred an overall net loss.

Net Income (Loss)

For the six months ended June 30, 2013, we incurred a net income of $1.8 million, representing an increase of $3.7 million or 189.9% from a net loss of $2.0 million during the 2012 period. The change in net income (loss) was principally due to an increase in revenue and increases in our gross margins, as explained above.

Liquidity and Capital Resources

At June 30, 2013, we had $5.4 million in cash and equivalents on hand, compared to $4.2 million at December 31, 2012. We had working capital of $9.9 million at June 30, 2013, compared to $6.3 million at December 31, 2012. The increase in working capital is attributed to the net income generated during the first half of 2013. Our principal demands for liquidity are: increasing capacity, purchasing raw materials, sales distribution and the possible acquisition of new subsidiaries in our industry, as well as other general corporate purposes.

Below is a tabular summary of our cash flows for the six months ended June 30, 2013, and 2012:

    Six Months Ended June 30,  
    2013     2012  
Net cash used in operating activities $  (694,494 ) $  (5,552,021 )
Net cash used in investing activities   (985,008 )   (1,847,774 )
Net cash provided by financing activities   2,715,853     7,977,939  
Effect of exchange rate changes on cash and equivalents   111,511     25,348  
Net increase in cash and equivalents   1,147,862     603,492  
Cash and equivalents at beginning of period   4,233,183     2,831,808  
Cash and equivalents at end of period $  5,381,045   $  3,435,300  

Operating Activities

Net cash flows used in operating activities during the six months ended June 30, 2013 was $0.7 million, a decrease of $4.9, compared to $5.6 million in the 2012 period. The decrease in cash used in operating activities during the six months ended June 30, 2013 was primarily attributable to our generating net income during the six months ended June 30, 2013 compared to a net loss during the same period in 2012.

Investing Activities

Net cash flows used in investing activities during the six months ended June 30, 2013 was $1.0 million, a decrease of $0.9 million, compared to $1.9 million in the 2012 period. During 2012, we used $1.6 million for the acquisition of property and equipment, compared to $48,258 in 2013. The property and equipment were purchased for the construction of a new BOPP film production line and a fully automated plant equipped with state-of-the-art production machinery. In the 2013 period there was cash provided from the repayment of notes receivable of $0.5 million, offset by an increase in restricted cash of $1.5 million.

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Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2013 was $2.7 million, a decrease of $5.3 million compared to the 2012 period. During the 2013 period, we decreased our net cash provided by financing activities by repaying $16.6 million of short-term loans, an increase of $4.9 million from $11.7 million in the 2012 period, and increased our proceeds from our loans from $18.6 million during the 2012 period to $19.3 in 2013.

Assets

Our total assets as of June 30, 2013 were $84.7 million, an increase of $7.2 million, compared to $77.5 million as of December 31, 2012. The increase was primarily due to the increase of cash of $1.1 million, restricted cash of $1.6 million, accounts receivable of $2.3 million and inventory of $4.2 million, offset by a decrease in advances to suppliers of $1.6 million. We intend to continue our efforts to maintain accounts receivable at reasonable levels in relation to our sales.

Liabilities

Our current liabilities increased by $4.5 million as of June 30, 2013, compared to December 31, 2012, principally due to an increase in accounts payable of $1.8 million and short-term loans of $3.1 million.

Loan Commitments

On August 2, 2010, Hainan Shiner, our wholly owned subsidiary, entered into a credit facility with the Hainan Branch of the Bank of China. The credit facility is comprised of a seven-year RMB70 million, or $11.1 million, secured revolving credit facility. On each of January 24, February 10, February 16, February 17, March 25, November 30, December 23, 2011 and March 19, 2012, Hainan Shiner made withdrawals on the credit facility of $2.5 million, $2.6 million, $2.2 million, $1.2 million, $0.4 million, $0.2 million, $0.5 million and $1.1 million, respectively. Hainan Shiner may only use the loan proceeds to improve the technology of its BOPP film and to purchase certain equipment necessary for these improvements. Proceeds under the facility not used for these purposes may be subject to a misappropriation penalty interest rate of 100% of the current interest rate (6.6% at June 30, 2013) on the loan.

The initial interest rate on each withdrawal from the facility is the 5-year benchmark lending rate announced by the People’s Bank of China on the date of such withdrawal, and is subject to adjustment every 12 months based upon this benchmark. Additional interest is paid on any overdue loan under this credit facility of 50% of the current interest rate on the loan. Hainan Shiner and certain of its affiliates, including the Company, provided guarantees and certain land use rights, buildings, and property as collateral under this facility.

The credit facility includes financial covenants that prohibit Hainan Shiner from making distributions to its sole shareholder if (a) its after-tax net income for the fiscal year is zero or negative, (b) its after-tax net income is insufficient to make up its accumulated loss for the last several fiscal years, (c) its income before tax is not utilized in paying off the capital, interest and expense of the lender, or (d) the income before tax is insufficient to pay the capital, interest and expense of the lender.

During the six months ended June 30, 2013, we paid $16.6 million of our short-term loans and borrowed an additional $19.3 million in short-term loans. The current outstanding short-term loans are due through June 2014. We intend to meet our liquidity requirements, including capital expenditures related to the purchase of equipment, purchase of raw materials, and the expansion of our business, through cash flow provided by operations, and our current credit facilities.

Obligations Under Material Contracts

We have no material payment obligations other than the loan commitments disclosed above.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.

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Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis.

Inventory, Net

Inventory is valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventory with this market value and allowance is made to write down inventory to market value, if lower.

Revenue Recognition

The Company’s revenue recognition policies comply with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition.” Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Sales revenue consists of the invoiced value of goods, which is net of value-added tax (“VAT”). All of the Company’s products are sold in the PRC and are subject to Chinese VAT of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing their end product. The Company recorded VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables.

Sales and purchases are recorded net of VAT collected and paid. VAT taxes are not affected by the income tax holiday.

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation.” ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value (“FV”) at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date FV of stock options and other equity-based compensation issued to employees and non-employees.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

Basic and Diluted Earnings Per Share

Earnings per share (“EPS”) is calculated in accordance with the ASC Topic 260, “Earnings Per Share.” Basic EPS is based upon the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

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Recent Accounting Pronouncements

In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” This ASU requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. In January 2013, this guidance was amended by ASU 2013-01, “Clarifying the Scope of Disclosure about Offsetting Assets and Liabilities,” which limits the scope of ASU No. 2011-11 to certain derivatives, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions. This guidance is effective for annual and interim reporting periods beginning on or after January 1, 2013. The adoption of this standard did not have a material impact on our consolidated results of operations, financial condition, or liquidity.

Seasonality of Our Sales

The first quarter of the calendar year is typically the slowest season of the year for us due to the Chinese New Year holiday. During this period, accounts receivable collection tends to be very slow and we also need to purchase raw materials to prepare for upcoming busier seasons.

Inflation

Inflation does not materially affect our business or the results of our operations.

Off-Balance Sheet Arrangements

As of June 30, 2013, we did not have any off-balance sheet arrangements.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer, Mr. Qingtao Xing and our Interim Chief Financial Officer, Xuezhu Xu, of the effectiveness of the design and operation of our disclosure controls and procedures, as of June 30, 2013. Based upon, and as of the date of this evaluation, Mr. Xing and Mr. Xu, determined that, as of June 30, 2013, and as of the date of this report, our disclosure controls and procedures were effective.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting during the six months ended June 30 of fiscal 2013 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

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ITEM 1A. RISK FACTORS.

There are no material changes from the risk factors previously disclosed in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.    OTHER INFORMATION

We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6.    EXHIBITS

Exhibit

Description of Exhibit

 

 

31.1

Certification of our Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended, filed herewith

 

 

31.2

Certification of our Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended, filed herewith

 

 

32.1

Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

 

 

32.2

Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

 

 

101*

Interactive data files pursuant to Rule 405 of Regulation S-T


_______________________
*

Filed with this Form 10-Q for Shiner International, Inc. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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SIGNATURES

            Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  SHINER INTERNATIONAL, INC.
   
August 15, 2013 By: /s/ Qingtao Xing
  Name: Qingtao Xing
  Title: President and Chief Executive Officer
  (Principal Executive Officer)
   
August 15, 2013 By: /s/ Xuezhu Xu
  Name: Xuezhu Xu
  Title: Interim Chief Financial Officer
  (Principal Financial and Accounting Officer)