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8-K - FORM 8-K - CHINA VALVES TECHNOLOGY, INCform8k.htm

Exhibit 99.1

China Valves Technology, Inc. Announces Second Quarter 2011 Results

ZHENGZHOU, China, Aug. 9, 2011 -- China Valves Technology, Inc. (NASDAQ: CVVT) ("China Valves" or the "Company"), a leading Chinese metal valve manufacturer, today announced its financial results for the three and six months ended June 30, 2011.

Second Quarter 2011 Highlights

  • Second quarter net revenue reached $57.7 million, up 17.1% from $49.3 million for the same period last year
  • Organic growth accounted for the majority, or approximately 99.9% of total sales growth
  • Gross profit increased to $23.7 million, up 3.2% from $23.0 million from the same period last year
  • Net income was $10.8 million, or $0.30 per fully diluted share, compared with $14.3 million, or $0.41 per fully diluted share, for the second quarter of 2010
  • Adjusting for non-cash items related to the change in fair value of warrant liabilities and non-cash compensation expense, adjusted net income was $12.0 million, or $0.33 per diluted share, compared with adjusted net income of $13.5 million, or $0.39 per diluted share, for the second quarter of 2010
  • In June 2011, Henan Kaifeng High Pressure Valve Co., Ltd. received two purchase orders from China Guangdong Nuclear Power Group for gate valves, check valves and globe valves worth $2.0 million in total.
  • In June 2011, the Company signed a strategic cooperation agreement with Sinopec International Petroleum Service Corporation. Under the agreement, the Company would supply various valve products for Sinopec Petroleum Service's international projects.
  • In June 2011, China Valve Technology (Changsha) Valve Co., Ltd. received purchase orders for the Tibet Pangduo Hydro Project and South-to-North Water Diversion Project worth several million USD in total. The Company expects to deliver these orders in July 2012 and October 2011, respectively.
  • In June 2011, the Company announced that with guidance and coordination from the Bureau of National Energy of China, Henan Kaifeng High Pressure Valve Co., Ltd. has signed research and development agreements with another four demonstration projects, Jiangshu Jurong Power Plant, Chongqing Shuanghuai Power Plant, Henan Sanmenxia Power Plant and Jiaozhou Longyuan Power Plants, to supply main stream valves, hydraulic inlet/outlet three- way valves, extraction check valves, and turbine vacuum butterfly valves for use in 1,000 MW ultra-supercritical power plants.

"Our performance for the second quarter 2011 was mixed. We managed to maintain robust organic growth on the back of continued demand for valve products particularly in the power generation industry and the successful expansion of our international presence through the delivery of large orders to overseas customers. While our operating cash flow turned positive due to productive collection of current accounts receivable, we experienced a decline in profitability as increased raw material and labor costs and higher operating expenses strained our operating performance. Rising raw material costs have been a particular concern, since raw material prices account for approximately 80% of our production costs," said Mr. Jianbao Wang, Chief Executive Officer of China Valves. "Although we have successfully attracted larger orders and thereby gained more visibility in terms of our backlog, our involvement in more complex projects has resulted in more quality conscious customers demanding longer warranties, thereby increasing retainage. In light of China's tighter credit environment, we continue to monitor our bidding and collection practices in order to maintain a healthy operating cash flow."

Second Quarter 2011 Results

For the quarter ended June 30, 2011, the Company's total revenue was $57.7 million, up 17.1% from $49.3 million in the same quarter last year. The increase was primarily attributed to strong demand for gate valves, global valves, safety valves and butterfly valves from the power generation and water supply sectors. For the second quarter 2011, sales for the above mentioned valve products increased 27.4%, 82.8%, 96.3% and 15.3%, respectively, compared with the same period in 2010.


Gross profit for the quarter was $23.7 million, up 3.2% from $23.0 million for the same period of 2010. Gross margin was 41.1% for the quarter compared with 46.7% for the same period in 2010 due to significantly higher raw material costs, such as cost of casting and forging steel, steel bars, shafts, bolts, nuts and other raw materials, as a result of inflation in China. Higher labor cost also contributed to the lower gross margin. The Company also sold a higher percentage of medium to low pressure valves during the second quarter 2011 compared with the corresponding period last year, which also contributed to the decrease in gross profit margin.

Selling expenses were $2.8 million compared with $2.8 million in the same quarter 2010, a decrease of $0.01 million, or approximately 0.4% . The decrease was mainly due to the effects of the Company's cost control policy and the new centralized sales function.

General and administrative expenses were $6.4 million compared to $3.0 million in the second quarter of 2010. The increase was mainly due to a $1.3 million stock-based compensation expense for shares issued to directors and officers for the second quarter of 2011, compared with $0.03 million for the same period in 2010, bad debt expenses, which amounted to $0.6 million for the second quarter of 2011 compared with $0.01 million in bad debt recovery for the second quarter of 2010. Higher labor costs also resulted in higher general and administrative expenses in the period.

Income tax expense was $3.7 million, compared with $4.0 million for the second quarter of 2010. The decrease was in line with decrease in income from operations.

Net income for the second quarter of 2011 was $10.8 million, compared to $14.3 million for the corresponding quarter of 2010. Diluted earnings per share were $0.30 for the second quarter of 2011, compared to diluted earnings per share of $0.41 for the second quarter of 2010. After adjusting for a non-cash change in fair value of warrant liabilities of $77,824 and non-cash stock compensation expense of $1.3 million, the Company achieved net income of $12.0 million, or $0.33 per diluted share for the second quarter of 2011, compared to $13.5 million, or $0.39 per diluted share, for the second quarter of 2010 after adjusting for aforementioned non-cash stock compensation expense and change in fair value of warrant liabilities. Please see the table below for a reconciliation of adjusted financial information to GAAP financial information. The Company had 35,842,731 weighted average diluted shares outstanding in the second quarter of 2011 compared with 34,820,455 in the second quarter of 2010.

Six Months Ended June 30, 2011

Revenue for the first six months of 2011 was $99.6 million, up 31.0% from revenue of $76.0 million for the first six months of 2010, mainly due to the added contribution of Changsha Valve and Hanwei Valve, which were acquired in February and April 2010, respectively. Gross profit was $41.2 million, up 11.9% from gross profit of $36.8 million for the six months of 2010. Gross margin was 41.4%, compared to 48.5% for the first six months of 2010. Net income was $18.4 million, or $0.51 per diluted share, compared to $20.9 million, or $0.60 per diluted share, for the same period a year ago. After adjusting for non-cash items related to the change in fair value of warrant liabilities and non-cash compensation expense, non-GAAP net income for the first six months of 2011 was $18.6 million, or $0.52 per diluted share, compared with $20.5 million, or $0.59 per diluted share, in the corresponding period of 2010, after adjusting for aforementioned non-cash stock compensation expense, change in fair value of warrant liabilities and gain from acquisitions.

Financial Condition

As of June 30, 2011, China Valves had $37.6 million in cash and cash equivalents, $113.3 million in working capital and a current ratio of 3.2:1. Current accounts receivable were $92.5 million as of June 30, 2011 compared with $84.1 million as of December 31, 2010, while retainage was $10.3 million as of June 30, 2011 compared with $4.8 million as of December 31, 2010. Days Sales Outstanding for the six months ended June 30, 2011 were 162 compared with 112 for the corresponding period last year.

2


The Company had no long-term debt on its balance sheet as of June 30, 2011. Shareholders' equity stood at $221.5 million, compared with $188.6 million as of December 31, 2010.

Net cash provided in operating activities was $2.4 million in the six months ended June 30, 2011, compared with net cash provided by operating activities of $5.1 million in the same period in 2010. The decrease was primarily attributable to the increase in accounts receivable and inventory after the acquisitions of Hanwei Valve, Changsha Valve and Yangzhou Rock.

Net cash used in investing activities decreased to $1.2 million in the six months ended June 30, 2011, compared with $31.1 million in the same period in 2010, which was used primarily for the acquisitions of new subsidiaries. The net cash used in investing activities during the six months ended June 30, 2011 was primarily used for purchase of equipment, intangible assets and construction in progress for Changsha Valve and Kaifeng Valve.

Net cash provided by financing activities was $10.1 million in the six months ended June 30, 2011, compared with net cash provided by financing activities of $24.5 million in the same period in 2010 due to the less financing activities undertaken this year.

As of June 30, 2011, the Company had no principal outstanding under its credit facilities and lines of credit.

Subsequent Events

In August 2011, the Company announced that Intertek Moody Group, a third-party technical services organization, released results for its inspection of a fully welded ball valve product manufactured by Hanwei Valve. According to the inspection report, Hanwei Valve is capable of supplying API6D large-size fully welded ball valves ranging from 42 inches to 56 inches and withstanding pressure between 150 and 900 psi.

In August 2011, Henan Tonghai Fluid Equipment Co., Ltd., China Valves' PRC holding company, has been named one of China's Top 500 Machinery Manufacturers in 2011 by the China Machinery Enterprise Management Association.

On July 12, 2011, China Valves hosted its Annual General Meeting at its headquarters in Zhengzhou, China.

Business Outlook

The Company focuses on growing its sales organically by further streamlining its operations through the consolidation of sales and raw material procurement functions between its different subsidiaries and strengthening product quality in order to attract more high profile projects. While the Company expects the power generation, water supply and petrochemical and oil sectors to drive demand for valves, the higher inflation in combination with larger orders may lengthen the sales cycle.

The Company maintains its focus on selective bidding for profitable projects. As of June 30, 2011, backlog of firm orders was $125 million of which it expects to deliver 70% by the end of the year.

"For the remainder of this year, we expect to focus on the following key areas: First, we aim to strengthen the cooperation between our operating subsidiaries to improve sales procedures and realize production efficiency. Second, we continue to emphasize our research and development capabilities in order to improve our product offerings, expand our project scopes and strengthen our competitive advantages against both domestic and international valve players in niche markets. Third, we are committed to reducing accounts receivable balance through the implementation of centralized payment terms, increased training of sales staff and linking sales commissions to successful collection," said Mr. Wang. "We maintain our outlook for 25-28% revenue growth for fiscal year 2011. Given the implementation of production efficiencies offset by ongoing raw material and labor cost pressures, we expect our gross profit margin to remain around 41-42% for the remainder of the year."

3


Conference Call

The Company will host a conference call at 9:00 a.m. Eastern Time on Tuesday August 9, 2011 to discuss its financial results for the second quarter of 2011. To participate in this live conference call, callers from United States should call 186 6242 1388. Callers from China should call 400 698 8166. Callers from other countries should call +61 2 8823 6760. The Conference Pass Code is 89252371.

If you are unable to participate in the call at this time, a replay will be available for seven days starting on Tuesday August 9, 2011 at 11:00 a.m. Eastern Time. To access the replay, callers from United States should call 186 6214 5335. Callers from China should call 400 692 0026. Callers from other countries should call +61 2 8235 5000. The Conference Pass Code is 89252371.

Non-GAAP Financial Measures

To supplement the Company's condensed consolidated financial statements for the three months and six months ended June 30, 2011 and June 30, 2010 presented on a GAAP basis, the Company provided adjusted financial information in this release that excludes the impact of gains from acquisitions, changes in fair value of derivative instruments and non-cash compensation expenses. The Company's management believes that these adjusted measures, adjusted net income and adjusted diluted earnings per share provide investors with a better understanding of how the results relate to the Company's current and historical performance. The additional adjusted information is not meant to be considered in isolation or as a substitute for GAAP financials. The adjusted financial information that the Company provides also may differ from the adjusted information provided by other companies. Management believes that these adjusted financial measures are useful to investors because they exclude non-cash expenses that management excludes when it internally evaluates the performance of the Company's business and makes operating decisions, including internal budgeting, and performance measurement, because these measures provide a consistent method of comparison to historical periods. Moreover, management believes that these adjusted measures reflect the essential operating activities of the Company. In addition, the provision of these adjusted measures allows investors to evaluate the Company's performance using the same methodology and information as that used by the Company's management. Adjusted measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and because they involve the exercise of judgment of which charges are excluded from the adjusted financial measure. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded. A reconciliation of each adjusted measure to the nearest GAAP measure appears in the table below.

Reconciliation of non-GAAP financial measures

    Three months ended June 30     Six months ended June 30  

 

  2011     2010     2011     2010  

Net income

  10,790,432     14,295,607     18,359,878     20,911,832  

Non-cash stock compensation

  1,259,861     11,924     1,268,972     32,171  

Change in fair value of warrants

  -77,824     -789,670     -990,031     564,504  

Gain from acquisitions

  0     0     0     -1,016,198  

Adjusted net income

  11,972,469     13,517,861     18,638,819     20,492,309  

Earnings per share

  0.30     0.41     0.51     0.60  

Non-cash stock compensation per share

  0.03     0.00     0.04     0.00  

Change in fair value of derivative instruments - per share

  0.00     -0.02     -0.03     0.02  

Gain from acquisitions - per share

  0.00     0.00     0.00     -0.03  

Adjusted earnings per share

  0.33     0.39     0.52     0.59  

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About China Valves Technology, Inc.

China Valves Technology, Inc. through its subsidiaries, Zhengzhou City ZD Valve Co, Ltd., Henan Kaifeng High Pressure Valve Co., Ltd., Taizhou Taide Valve Co., Ltd., Yangzhou Rock Valve Lock Technology Co., Ltd., China Valve Technology (Changsha) Valve Co., Ltd. and Shanghai Pudong Hanwei Valve Co., Ltd., is engaged in the development, manufacturing and sale of high-quality metal valves for the electricity, petroleum, chemical, water, gas and metallurgy industries. The Company has one of the best known brand names in China's valve industry, and its history can be traced back to 1959 when it was formed as a state-owned enterprise. The Company develops valve products through extensive research and development and owns a number of patents. It enjoys significant domestic market share and exports to Asia and Europe. For more information, visit http://www.cvalve.com

Safe Harbor Statements

Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors include, but are not limited to, the Company's ability to develop and market new products, the ability to access capital for expansion, the ability to acquire other companies, changes from anticipated levels of sales, changes in national or regional economic and competitive conditions, changes in relationships with customers, changes in principal product profits and other factors detailed from time to time in the Company's filings with the United States Securities and Exchange Commission and other regulatory authorities. The Company undertakes no obligation to update or revise to the public any forward-looking statements, whether as a result of new information, future events or otherwise. This press release was developed by China Valves, and is intended solely for informational purposes and is not to be construed as an offer or solicitation of an offer to buy or sell the Company's stock. This press release is based upon information available to the public, as well as other information from sources which management believes to be reliable, but it is not guaranteed by China Valves to be accurate, nor does China Valves purport it to be complete. Opinions expressed herein are those of management as of the date of publication and are subject to change without notice.

Financial Tables to Follow:

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CHINA VALVES TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2011 AND DECEMBER 31, 2010

ASSETS    

 

           

 

  JUNE 30,     December 31,  

 

  2011     2010  

 

  (Unaudited)        

CURRENT ASSETS:

           

   Cash and cash equivalents

$  37,631,595   $  25,820,607  

   Restricted cash

  2,362,731     1,164,598  

   Notes receivable

  413,241     2,815,939  

   Accounts receivable, net of allowance for doubtful accounts of $2,329,133 and $998,739 as of June 30, 2011 and December 31, 2010, respectively

  92,496,507     84,147,126  

   Accounts receivable - related party

  -     200,185  

   Other receivables, net

  5,401,684     3,176,648  

   Other receivables -related party

  1,008,304     152,179  

   Inventories, net

  22,174,115     16,251,938  

   Advances on inventory purchases

  2,646,172     1,094,670  

   Advances on inventory purchases - related party

  -     917,202  

   Prepaid expenses and other current assets

  245,418     359,353  

     Total current assets

  164,379,767     136,100,445  

 

           

PLANT AND EQUIPMENT, net

  40,118,801     40,773,562  

 

           

OTHER ASSETS:

           

   Accounts receivable - retainage, long term

  10,320,137     4,751,605  

   Goodwill

  33,610,125     32,955,163  

   Intangibles, net of accumulated amortization

  23,163,597     23,027,880  

   Other investments, cost

  806,284     790,572  

   Other non-current assets

  206,592     108,435  

     Total other assets

  68,106,735     61,633,655  

 

           

     Total assets

$  272,605,303   $  238,507,662  

 

           

LIABILITIES AND SHAREHOLDERS' EQUITY 

 

 

           

CURRENT LIABILITIES:

           

   Accounts payable - trade

$  21,571,060   $  19,530,341  

   Accounts payable - related party

  839,713     2,382,906  

   Short-term loans

  6,460,525     5,648,794  

   Other payables

  3,844,530     3,405,201  

   Other payables - related parties

  76,225     1,899,627  

   Accrued liabilities

  2,726,107     2,825,560  

   Customer deposits

  9,926,235     6,499,833  

   Taxes payable

  5,670,691     6,828,118  

   Warrant liabilities

  1,349     880,565  

         Total current liabilities

  51,116,435     49,900,945  

 

           

 

           

COMMITMENTS AND CONTINGENCIES

           

 

           

SHAREHOLDERS' EQUITY:

           

   Common stock, $0.001 par value; 300,000,000 shares authorized; 35,994,654 shares and 34,664,654 shares issued and outstanding as of June 30, 2011 and December 31, 2010, respectively

  35,994     34,664  

   Additional paid-in capital

  106,981,625     96,433,316  

   Statutory reserves

  11,042,069     10,046,713  

   Retained earnings

  87,226,140     69,861,618  

   Accumulated other comprehensive income

  16,203,040     12,230,406  

     Total shareholders' equity

  221,488,868     188,606,717  

     Total liabilities and shareholders' equity

$  272,605,303   $  238,507,662  

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CHINA VALVES TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010
(Unaudited)

 

  Three months ended June 30,     Six months ended June 30,  

 

  2011     2010     2011     2010  

SALES

$  57,668,888   $  49,257,487   $  99,622,469   $  76,041,724  

 

                       

COST OF GOODS SOLD

  33,957,886     26,272,523     58,408,217     39,197,224  

 

                       

 GROSS PROFIT

  23,711,002     22,984,964     41,214,252     36,844,500  

 

                       

OPERATING EXPENSES:

                       

 Selling

  2,765,760     2,778,385     5,060,376     4,212,462  

 General and administrative

  6,393,747     3,031,592     12,357,449     6,050,705  

 Research and development

  182,536     80,729     241,614     154,932  

Total operating expenses

  9,342,043     5,890,706     17,659,439     10,418,099  

 

                       

INCOME FROM OPERATIONS

  14,368,959     17,094,258     23,554,813     26,426,401  

 

                       

OTHER (INCOME) EXPENSE:

                       

 Other income, net

  (90,157 )   (430,665 )   (87,055 )   (395,876 )

 Gain from acquisition

  -     -     -     (1,016,198 )

 Interest and finance expense, net

  92,661     31,412     150,331     66,198  

 Change in fair value of warrant liabilities

  (77,824 )   (789,670 )   (990,031 )   564,504  

Total other income, net

  (75,320 )   (1,188,923 )   (926,755 )   (781,372 )

 

                       

INCOME BEFORE PROVISION FOR INCOME TAXES

  14,444,279     18,283,181     24,481,568     27,207,773  

 

                       

PROVISION FOR INCOME TAXES

  3,653,847     3,987,574     6,121,690     6,295,941  

 

                       

NET INCOME

  10,790,432     14,295,607     18,359,878     20,911,832  

 

                       

OTHER COMPREHENSIVE INCOME:

                       

 Foreign currency translation gain

  3,326,724     652,538     3,972,634     686,317  

 

                       

COMPREHENSIVE INCOME

$  14,117,156   $  14,948,145   $  22,332,512   $  21,598,149  

 

                       

BASIC EARNINGS PER SHARE:

                       

 Weighted average number of shares

  35,842,731     34,634,710     35,646,643     34,447,460  

 Earnings per share

  0.30     0.41     0.52     0.61  

                       

DILUTED EARNINGS PER SHARE:

                       

 Weighted average number of shares

  35,842,731     34,820,455     35,717,823     34,691,494  

 Earnings per share

$  0.30   $  0.41   $  0.51   $  0.60  

7


CHINA VALVES TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
(Unaudited)

 

  2011     2010  

 

           

CASH FLOWS FROM OPERATING ACTIVITIES:

           

   Net income

$  18,359,878   $  20,911,832  

   Adjustments to reconcile net income to cash provided by operating activities:

       

         Depreciation and amortization

  2,955,279     1,980,557  

         Bad debt provision

  1,777,651     187,257  

         Gain on acquisition

  -     (1,016,198 )

         Stock compensation

  1,268,972     32,171  

         Change in fair value of warrant liabilities

  (990,031 )   564,504  

   Change in operating assets and liabilities:

           

     Restricted cash due to sales covenant

  (1,161,261 )   325,529  

     Notes receivable

  2,429,940     20,046  

     Accounts receivable-trade and retainage, short term

  (7,894,245 )   (28,511,940 )

     Accounts receivable - related parties

  2,328     -  

     Other receivables

  (2,554,965 )   344,876  

     Other receivables - related parties

  1,164,882     -  

     Inventories, net

  (5,533,769 )   (1,403,737 )

     Advance on inventory purchases

  (1,577,620 )   (8,196 )

     Advances on inventory purchases-related party

  (1,077,704 )   204,514  

     Prepaid expenses

  36,544     -  

     Accounts receivable - retainage, long term

  (5,410,147 )   (857,187 )

     Accounts payable-trade

  1,633,261     4,900,393  

     Accounts payable-trade- related parties

  (1,377,850 )   405,679  

     Other payables

  367,308     106,605  

     Other payables - related parties

  (1,853,545 )   (304,912 )

     Accrued liabilities

  (130,932 )   251,575  

     Customer deposits

  3,258,703     3,010,373  

     Taxes payable

  (1,278,208 )   4,005,623  

          Net cash provided by operating activities

  2,414,469     5,149,364  

 

           

CASH FLOWS FROM INVESTING ACTIVITIES:

           

   Acquisition of intangible assets

  (71,468 )   (220,050 )

   Advances on equipment purchases

  (11,763 )   -  

   Cash paid for acquisitions

  -     (28,546,000 )

   Cash proceeds from sale of equipment

  40,520     -  

   Purchases of equipment and intangible assets

  (1,158,152 )   (2,330,227 )

          Net cash used in investing activities

  (1,200,863 )   (31,096,277 )

 

           

CASH FLOWS FROM FINANCING ACTIVITIES:

           

   Restricted cash due to escrow covenant

  -     (7,592 )

   Repayment of notes payable

  -     (440,100 )

   Cash proceeds from public offering and warrants exercised

  9,391,482     23,881,858  

   Proceeds from short-term loan - banks and others

  764,538     1,544,480  

   Repayments of short-term loan- banks and others

  (73,244 )   -  

   Repayments of short-term loans-related parties

  -     (444,232 )

          Net cash provided by financing activities

  10,082,776     24,534,414  

 

           

EFFECTS OF EXCHANGE RATE CHANGES ON CASH

  514,606     289,353  

 

           

INCREASE (DECREASE) IN CASH

  11,810,988     (1,123,146 )

 

           

CASH and CASH EQUIVALENTS, beginning of period

  25,820,607     14,485,408  

 

           

CASH and CASH EQUIVALENTS, ending of period

$  37,631,595   $  13,362,262  

       

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

           

   Cash paid for interest

$  148,520   $  97,809  

   Cash paid for income taxes

$  5,792,020   $  2,223,508  

8



China Valves Technology, Inc.
Gang Wei, CFO
Tel: +86-371-8601-8777
E-mail: ir@cvalve.com
http://www.cvalve.com

CCG Investor Relations
Linda Salo, Account Manager
Tel: +1 646-922-0894
E-mail: linda.salo@ccgir.com

Crocker Coulson, President
Tel: +1 646-213-1915
E-mail: crocker.coulson@ccgir.com
http://www.ccgirasia.com

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