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8-K - FORM 8-K - SHARING ECONOMY INTERNATIONAL INC.f8k041113_cleantech.htm
EX-99.2 - PRESS RELEASE ISSUED ON APRIL 11, 2013 RELATING TO THE CONFERENCE CALL - SHARING ECONOMY INTERNATIONAL INC.f8k041113ex99ii_cleantech.htm
Exhibit 99.1
 
 
Company Contact:  
Mr. Adam Wasserman Elaine Ketchmere, CFA
Chief Financial Officer   CCG Investor Relations
Cleantech Solutions International, Inc.   Tel: +1 310 954-1345
Email: adamw@cleantechsolutionsinternational.com  Email: Elaine.Ketchmere@ccgir.com
Web: www.cleantechsolutionsinternational.com      Web: www.ccgirasia.com
 
For Immediate Release

Cleantech Solutions International Reports Fourth Quarter and Full Year 2012 Results

Wuxi, Jiangsu Province, ChinaApril 11, 2013 –Cleantech Solutions International, Inc. (“Cleantech Solutions” or “the Company”) (NASDAQ: CLNT), a manufacturer of metal components and assemblies, primarily used in the wind power, solar, dyeing and finishing equipment and other clean technology industries, today announced its financial results for the three months and year ended December 31, 2012.

“The year 2012 was marked by a challenging environment in China that impacted capital spending and demand from customers in our key end markets, particularly during the first half of the year.  Despite these challenges, we closed the year with 28.3% growth in revenue in the fourth quarter, driven by strong demand for our patented airflow dyeing machines and improving sales of forged products to customers in the wind power industry.  Although we recorded a non-cash impairment loss related to equipment which we are no longer using and which is being held for sale during the fourth quarter, we were still profitable due to greater operational efficiencies and careful cost control,” said Mr. Jianhua Wu, Chairman and CEO of Cleantech Solutions.
 
Fourth Quarter 2012 Results
Revenue for the fourth quarter of 2012 increased 28.3% to $17.6 million, compared to $13.7 million for the same period of 2011. Revenue increased slightly compared to the third quarter of 2012.

Revenue from the sale of forged rolled rings to the wind power industry and other industries increased 2.6% to $8.3 million, or 47.2% of net revenue, compared to $8.1 million, or 59.1% of net revenue, in the same period last year. The increase in revenue was mainly due to improving demand from existing customers in the wind power industry following several quarters of reduced order flow, which was counterbalanced by lower market demand for capital equipment related to the Company’s forged rolled rings and related products for other industries.

The increase in revenue is summarized as follows:

·  
Revenue from the sale of forged rolled rings exclusively to the wind power industry increased by 15.5% to $5.6 million, representing 31.7% of net revenue, compared to $4.8 million, or 35.2% of net revenue, in the comparable period last year.
 
 
 

 

Cleantech Solutions Fourth Quarter and Full Year 2012 Results
 
·  
Revenue from the sale of forged rolled rings to other industries decreased 16.5% to $2.7 million, or 15.5% of net revenue, compared with $3.3 million, or 23.9% of net revenue for the comparable period of the prior year.

Revenue from the Company’s dyeing and finishing equipment segment increased 65.5% to $9.3 million, or 52.8% of net revenues, compared to $5.6 million, or 40.9% of net revenue, for the fourth quarter of 2011. This increase was largely attributable to the dyeing industry’s response to local government’s policies which encourage the purchase of low-emission airflow dyeing machines.

Gross profit for the fourth quarter of 2012 increased 38.2% to $4.2 million, compared to $3.1 million for the same period in 2011. Gross margin increased to 24.1% during the fourth quarter of 2012 compared to 22.4% for the same period a year ago. The increase in gross margin for the fourth quarter was primarily attributable to (i) the increased operational and cost efficiencies for forged rolled rings and related products segment, including the allocation of fixed costs primarily consisting of depreciation, to cost of revenues as the Company operated at higher production levels in response to higher revenues, and (ii) the significant portion of revenue for the dyeing and finishing equipment segment generated from the sale of airflow dyeing machinery, which generates a higher gross margin than the Company’s traditional dyeing machinery.  The principal source of dyeing revenue in the fourth quarter of 2011 was traditional dyeing machinery.

Operating expenses increased 90.8% to $3.5 million, compared to $1.8 million in the comparable period last year. The increase was primarily due to a non-cash impairment loss of $2.2 million as a result of writing down the carrying value of equipment to its estimated fair value based on an impairment assessment conducted on the equipment held for sale at December 31, 2012. This equipment had been used to manufacture certain electro-slag re-melted (“ESR”) equipment that was used to produce forged products for the high performance components market.  Because the Company did not generate any revenue from these products since 2011, the Company decided to try to sell the equipment, which it classified at December 31, 2012 as equipment held for sale   The Company did not record any impairment loss in the fourth quarter of 2011.

Selling, general and administrative expenses for the three months ended December 31, 2012 decreased 27.6% to $0.9 million, as compared to $1.2 million for the three months ended December 31, 2011, primarily due to the decrease in bad debt expense in the fourth quarter of 2012 as compared to the bad debt expense for the fourth quarter of 2011.

Operating income decreased 40.8% to $0.7 million, compared to $1.2 million for the same period of 2011. Operating margin was 4.1% compared to 8.9% in the fourth quarter last year. Adjusted operating income, a non GAAP measurement, which adds back to operating income the impairment loss, was $2.9 million, up 139.0% from the same quarter last year.  Adjusted operating margin was 16.7% in the fourth quarter of 2012.

Other expense was $46,070, relatively unchanged compared to the same period in 2011.

 
 

 
 
Cleantech Solutions Fourth Quarter and Full Year 2012 Results
 
Adjusted EBITDA, a non-GAAP measurement, which adds back to net income interest expense, income tax, warrant modification expense, impairment loss, depreciation and amortization, was up 60.4% to $4.8 million, compared to $3.0 million in the same quarter last year.

Net income for the fourth quarter of 2012 was $469,313, or $0.17 per diluted share, compared to $0.8 million, or $0.31 per diluted share, in the fourth quarter of 2011.  Adjusted net income, a non-GAAP measurement which does not deduct impairment loss and warrant modification expense, was $2.7 million, or $0.98 diluted earnings per share, up 238.5% from the same quarter of last year.  Diluted earnings per share were calculated using diluted weighted average shares of 2,742,040 and 2,553,213 for the three months ended December 31, 2012 and 2011, respectively.  All share and per share information has been adjusted to reflect a one-for-ten reverse stock split effective March 6, 2012.

Results for Full Year 2012

For the year ended December 31, 2012, revenues increased 2.9% to $57.2 million from $55.6 million in 2011. Gross profit decreased 1.3% to $13.1 million, compared to $13.3 million last year. Gross margin for the year ended December 31, 2012 was 23.0%, compared to 23.9% in 2011. Operating income decreased 22.5% to $6.3 million from $8.2 million in 2011. Adjusted operating income, a non GAAP measurement which adds back the impairment loss, was $8.5 million, up 4.5% from 2011.  Adjusted EBITDA, a non GAAP measurement which adds back to net income interest expense, income tax, warrant modification expense, impairment loss, depreciation and amortization, was $15.3 million, compared to $13.7 million last year.  Net income was $4.2 million, or $1.58 per diluted share, a 27.1% decrease from $5.8 million, or $2.30 per diluted share, in 2011.  Adjusted net income, a non GAAP measurement which adds back impairment loss and warrant modification expense, was $6.6 million, or $2.51 per diluted share, in 2012.  All share and per share information has been adjusted to reflect a one-for-ten reverse stock split effective March 6, 2012.

 Financial Condition

As of December 31, 2012, Cleantech Solutions held cash and cash equivalents of $1.4 million compared with $1.2 million at December 31, 2011.  Accounts receivable were $10.1 million and total current assets of $19.1 million. The Company had $2.2 million in short-term bank loans payable and stockholders’ equity was $78.0 million. In 2012, the Company generated $10.6 million in cash flow from operations.

Recent Events

In the first quarter of 2013, the Company announced that it has received a total of five purchase orders from new and existing customers to supply 147 units of dyeing machines, including 85 airflow dyeing machines using the company’s patented production technique, for an aggregate amount of $8.9 million.

 
 

 
 
Cleantech Solutions Fourth Quarter and Full Year 2012 Results
 
On January 4, 2013, the Company renewed its loan with Bank of China in the amount of $949,953. The loan is due January 3, 2014 with interest at the annual rate of 7.35% and secured by certain assets of the Company.

On January 29, 2013, the Company appointed RBSM LLP as its independent registered public accounting firm, following Sherb & Co., LLP's, combining its practice with RBSM LLP effective January 1, 2013.

Business Outlook

“Despite a challenging environment in 2012, we saw modest growth in our top line as we diversified and expanded our product offering.  More importantly, we achieved strong growth in profitability, on an adjusted basis, and generated solid cash flow from operations to fund our capital expenditures and product development initiatives.

“Thus far in 2013, we have seen strong order flow in our dyeing machine segment which we expect to continue throughout the year.  As a result, we have added shifts, increased staff and placed orders for additional equipment to expand capacity and meet anticipated demand. We saw a nice increase in demand from wind power customers in the fourth quarter of 2012 and expect sales to remain near these levels in the remainder of 2013.  We are also hopeful that favorable Chinese government policy towards domestic solar companies will influence demand by year end.

“We continue to utilize our expertise in manufacturing precision products to meet demand in new and existing end markets.  We recently shipped a prototype of a new model of after-treatment textile equipment and have another model in the late stages of development.  We are optimistic about sales of forged products to non-wind customers and are currently seeking to expand into other industries including oil and natural gas,” Mr. Wu concluded.

Conference Call

Cleantech Solutions will conduct a conference call at 9:00 a.m. Eastern Time on Friday, April 12, 2013 to discuss financial results for the fourth quarter and full year ended December 31, 2012.
 
To participate in the live conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: (866) 759-2078. International callers should dial (706) 643-0585. When prompted, please enter conference passcode: 35398924.
 
If you are unable to participate in the conference call at this time, a replay will be available for 14 days starting on April 12, 2013 at 10:00 am ET. To access the replay, dial (855) 859-2056. International callers dial (404) 537-3406, and enter passcode: 35398924.
 
 
 

 
 
Cleantech Solutions Fourth Quarter and Full Year 2012 Results
 
Use of Non-GAAP Financial Measures
 
The Company has included in this press release certain non-GAAP financial measures. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing the performance of the Company and when planning and forecasting future periods. Readers are cautioned not to view non-GAAP financial measures on a stand-alone basis or as a substitute for GAAP measures, or as being comparable to results reported or forecasted by other companies, and should refer to the reconciliation of GAAP measures with non-GAAP measures also included herein.

About Cleantech Solutions International

Cleantech Solutions is a manufacturer of metal components and assemblies, primarily used in clean technology industries. The Company supplies forging products, fabricated products and machining services to a range of clean technology customers, primarily in the wind power sector and supplies dyeing and finishing equipment to the textile industry. Cleantech Solutions is committed to achieving long-term growth through ongoing technological improvement, capacity expansion, and the development of a strong customer base. The Company’s website is
www.cleantechsolutionsinternational.com. Any information on the Company’s website or any other website is not a part of this press release.
 
Safe Harbor Statement
 
This release contains certain “forward-looking statements” relating to the business of the Company and its subsidiary and affiliated companies. These forward looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website, including factors described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2012. All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.

- Financial Tables Follow-
 
 
 

 

Cleantech Solutions Fourth Quarter and Full Year 2012 Results
 
CLEANTECH SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
 
                         
   
For the Three Months Ended
   
For the Years Ended
 
   
December 31,
   
December 31,
 
   
2012
   
2011
   
2012
   
2011
 
   
Unaudited
   
Unaudited
   
Audited
   
Audited
 
REVENUES
  $ 17,613,406     $ 13,728,005     $ 57,199,221     $ 55,579,262  
COST OF REVENUES
    13,373,200       10,658,894       44,062,636       42,275,919  
GROSS PROFIT
    4,240,206       3,069,111       13,136,585       13,303,343  
OPERATING EXPENSES:
                               
Depreciation
    413,283       607,443       1,535,715       1,112,769  
Impairment loss
    2,206,253       -       2,206,253       -  
Selling, general and administrative
    893,858       1,234,303       3,050,911       4,007,997  
Total Operating Expenses
    3,513,394       1,841,746       6,792,879       5,120,766  
INCOME FROM OPERATIONS
    726,812       1,227,365       6,343,706       8,182,577  
OTHER INCOME (EXPENSE):
                               
Interest income
    465       2,712       11,384       3,652  
Interest expense
    (60,974 )     (70,729 )     (305,659 )     (193,709 )
Foreign currency gain
    (6,485 )     9,863       157       5,046  
Warrant modification expense
    -       -       (235,133 )     -  
Other income
    20,924       12,069       85,727       103,448  
Total Other Income (Expense)
    (46,070 )     (46,085 )     (443,524 )     (81,563 )
INCOME BEFORE INCOME TAXES
    680,742       1,181,280       5,900,182       8,101,014  
INCOME TAXES
    211,429       390,846       1,701,602       2,340,471  
NET INCOME
  $ 469,313     $ 790,434     $ 4,198,580     $ 5,760,543  
                                 
COMPREHENSIVE INCOME:
                               
NET INCOME
  $ 469,313     $ 790,434     $ 4,198,580     $ 5,760,543  
COMPREHENSIVE INCOME:
                               
Unrealized foreign currency translation gain
    201,400       403,282       543,415       2,549,278  
COMPREHENSIVE INCOME
  $ 670,713     $ 1,193,716     $ 4,741,995     $ 8,309,821  
                                 
NET INCOME PER COMMON SHARE:
                               
Basic
  $ 0.17     $ 0.39     $ 1.65     $ 2.94  
Diluted
  $ 0.17     $ 0.31     $ 1.58     $ 2.30  
                                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
                         
Basic
    2,742,040       2,036,680       2,538,246       1,962,146  
Diluted
    2,742,040       2,553,213       2,649,043       2,500,805  

 
 

 
 
Cleantech Solutions Fourth Quarter and Full Year 2012 Results
 
CLEANTECH SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES
 
AUDITED CONSOLIDATED BALANCE SHEETS
 
             
   
December 31,
 
   
2012
   
2011
 
ASSETS
           
CURRENT ASSETS:
           
    Cash and cash equivalents
  $ 1,445,728     $ 1,152,607  
    Restricted cash
    -       314,233  
    Notes receivable
    88,029       53,420  
    Accounts receivable, net of allowance for doubtful accounts
    10,078,623       7,087,958  
    Inventories, net of reserve for obsolete inventory
    5,897,555       4,276,090  
    Advances to suppliers
    593,104       219,347  
    Prepaid VAT on purchases
    542,032       1,512,213  
    Prepaid expenses and other
    428,326       110,670  
        Total Current Assets
    19,073,397       14,726,538  
PROPERTY AND EQUIPMENT - net
    59,436,100       64,042,079  
OTHER ASSETS:
               
   Deferred tax assets
    551,890       -  
   Equipment held for sale
    7,118,555       -  
   Land use rights, net
    3,756,342       3,820,536  
        Total Assets
  $ 89,936,284     $ 82,589,153  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES:
               
    Short-term bank loans
  $ 2,216,558     $ 2,356,749  
    Bank acceptance notes payable
    -       314,233  
    Accounts payable
    5,474,479       4,997,109  
    Accrued expenses
    986,824       771,597  
    Capital lease obligation - current portion
    251,413       244,747  
    Advances from customers
    1,851,987       1,166,942  
    VAT and service taxes payable
    206,527       -  
    Income taxes payable
    822,082       592,202  
        Total Current Liabilities
    11,809,870       10,443,579  
OTHER LIABILITIES:
               
    Capital lease obligation - net of current portion
    132,756       381,235  
         Total Liabilities
    11,942,626       10,824,814  
                 
STOCKHOLDERS' EQUITY:
               
    Preferred stock ($0.001 par value; 10,000,000 shares authorized and 0 share
               
       issued and outstanding at December 31, 2012; 30,000,000 shares authorized
               
       and designated  as series A convertible preferred stock and
               
       10,995,807 shares issued and outstanding at December 31, 2011)
    -       10,996  
    Common stock ($0.001 par value; 50,000,000 shares authorized;
               
       2,894,586 and 2,101,849 shares issued and outstanding
               
       at December 31, 2012 and 2011, respectively)
    2,894       2,102  
    Additional paid-in capital
    28,987,128       27,489,600  
    Retained earnings
    38,401,734       34,618,341  
    Statutory reserve
    2,479,738       2,064,551  
    Accumulated other comprehensive gain - foreign currency translation adjustment
    8,122,164       7,578,749  
        Total Stockholders' Equity
    77,993,658       71,764,339  
        Total Liabilities and Stockholders' Equity
  $ 89,936,284     $ 82,589,153  

 
 

 
 
Cleantech Solutions Fourth Quarter and Full Year 2012 Results
 
CLEANTECH SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES
 
AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
   
For the Years Ended
 
   
December 31,
 
   
2012
   
2011
 
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
  $ 4,198,580     $ 5,760,543  
Adjustments to reconcile net income from operations to net cash
               
provided by operating activities:
               
Depreciation
    6,519,394       5,351,359  
Amortization of land use rights
    93,537       91,316  
Decrease in inventory reserve
    (37,882 )     -  
(Decrease) increase in allowance for doubtful accounts
    (46,672 )     720,302  
Loss on impairment of equipment held for sale
    2,206,253       -  
Warrant modification expense
    235,133       -  
Stock-based compensation expense
    167,714       355,856  
Changes in operating assets and liabilities:
               
Notes receivable
    (34,178 )     (848 )
Accounts receivable
    (2,887,716 )     694,014  
Inventories
    (1,549,740 )     (761,072 )
Prepaid value-added taxes on purchases
    981,236       1,331,923  
Prepaid and other current assets
    (43,513 )     (64,667 )
Advances to suppliers
    (371,849 )     125,396  
Accounts payable
    438,945       (3,425,206 )
Accrued expenses
    209,831       224,493  
VAT and service taxes payable
    206,405       (83,358 )
Income taxes payable
    (326,373 )     (777,914 )
Advances from customers
    675,667       906,282  
                 
NET CASH PROVIDED BY OPERATING ACTIVITIES
    10,634,772       10,448,419  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchase of property and equipment
    (10,744,247 )     (11,115,640 )
                 
NET CASH USED IN INVESTING ACTIVITIES
    (10,744,247 )     (11,115,640 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Principal payments on capital lease
    (246,485 )     (156,918 )
Proceeds from bank loans
    3,481,101       4,325,320  
Repayments of bank loans
    (3,639,333 )     (3,861,893 )
Decrease (increase) in restricted cash
    316,464       (308,951 )
(Decrease) increase in bank acceptance notes payable
    (316,464 )     308,951  
Proceeds from sale of common stock
    -       125,000  
Proceeds from sale of common stock - related parties
    612,903       -  
Proceeds from exercise of warrants
    198,142       400,000  
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    406,328       831,509  
                 
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS
    (3,732 )     41,142  
                 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    293,121       205,430  
                 
CASH AND CASH EQUIVALENTS - beginning of year
    1,152,607       947,177  
                 
CASH AND CASH EQUIVALENTS - end of year
  $ 1,445,728     $ 1,152,607  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid for:
               
Interest
  $ 305,659     $ 193,709  
Income taxes
  $ 2,027,976     $ 3,118,384  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:
               
Security deposit and leased property in exchange for capital lease obligations
  $ -     $ 772,379  
Increase in property in exchange for increase in payable
  $ -     $ 516,531  
Series A preferred converted to common shares
  $ 13,198     $ 5,916  
Common stock issued for future service
  $ 281,265     $ 7,833  

 
 

 
 
Cleantech Solutions Fourth Quarter and Full Year 2012 Results
 
Reconciliation of Net Income to Adjusted EBITDA
 
(Amounts expressed in US$)
 
                         
   
For the Three Months Ended December 31,
   
For the Years Ended December 31,
 
   
2012
   
2011
   
2012
   
2011
 
Net income
  $ 469,313     $ 790,434     $ 4,198,580     $ 5,760,543  
Add: income tax
    211,429       390,846       1,701,602       2,340,471  
Add: interest expense
    60,974       70,729       305,659       193,709  
Add: warrant modification expense
    -       -       235,133       -  
Add:  impairment loss
    2,206,253       -       2,206,253       -  
Add: depreciation and amortization
    1,823,094       1,723,362       6,612,931       5,442,675  
Adjusted EBITDA
  $ 4,771,063     $ 2,975,371     $ 15,260,158     $ 13,737,398  
                                 
                                 
Reconciliation of Adjusted Operating Income, Net Income and EPS
 
(Amounts expressed in US$)
 
                                 
   
For the Three Months Ended December 31,
   
For the Years Ended December 31,
 
      2012       2011       2012       2011  
Income from operations
  $ 726,812     $ 1,227,365     $ 6,343,706     $ 8,182,577  
Add:  impairment loss
    2,206,253       -       2,206,253       -  
Adjusted income from operations
  $ 2,933,065     $ 1,227,365     $ 8,549,959     $ 8,182,577  
                                 
Net income
  $ 469,313     $ 790,434     $ 4,198,580     $ 5,760,543  
Add:  impairment loss
    2,206,253       -       2,206,253       -  
Add:  warrant modification expense
    -       -       235,133       -  
Adjusted net income
  $ 2,675,566     $ 790,434     $ 6,639,966     $ 5,760,543  
                                 
Weighted average shares - diluted
    2,742,040       2,553,213       2,649,043       2,500,805  
                                 
Adjusted diluted EPS
  $ 0.98     $ 0.31     $ 2.51     $ 2.30  

 
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