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8-K - COGO GROUP 8-K - Cogo Group, Inc.cogo_8k-031210.htm
 

Exhibit 99.1

Cogo Reports Highest Ever Annual Revenue for 2009

·  
Full year revenue of $307.1 million grew 6.9% versus 2008
·  
Management reiterates Q1 2010 guidance of $70-72 million in revenue and estimated Non-GAAP EPS Diluted of $0.14-15
·  
Company continues to target gross margins of 15% and operating margins of 10%

SHENZHEN, China, March 12, 2010—Cogo Group, Inc. (NASDAQ: COGO), a leading provider of customized design solutions for the technology manufacturing sector in China, today announced unaudited financial results for its fourth quarter and full year ended December 31, 2009. The Company reported record quarterly revenue of $88.1 million, up 7.0% year-over-year compared to $82.3 million reported in the fourth quarter of 2008.

Net income attributable to Cogo Group, Inc. for the fourth quarter of 2009 was $4.3 million, up 466.4% from $0.8 million reported in the same period last year, with Non-GAAP net income attributable to Cogo Group, Inc. up 9.1% over the same period last year.  Earnings per share (“EPS”) Diluted attributable to Cogo Group, Inc. on a U.S. GAAP basis was $0.11, and Non-GAAP EPS Diluted attributable to Cogo Group, Inc. (excluding share-based compensation expense, acquisition-related costs including amortization of intangible assets and related deferred taxation and extraordinary gain on bargain purchase) was $0.19, up 5.6% from the fourth quarter of 2008.

For the full year 2009, the Company reported revenues of $307.1 million, a 6.9% increase compared to $287.2 million reported for 2008.  Net income attributable to Cogo Group, Inc. for 2009 was $11.8 million, down 16.4% from $14.1 million in 2008, and EPS Diluted attributable to Cogo Group, Inc. on a U.S. GAAP basis was $0.32, down from $0.36 reported for the prior year.

Key Financial Indicators
(all numbers in USD thousands, except share data)
   
Q4 2009(1)
(unaudited)
   
Q4 2008(1)
(unaudited)
   
Percent
Change
 
Net Revenue
  $ 88,084     $ 82,336       6.98%  
Cost of Sales
  $ 75,274     $ 70,611       6.60%  
Gross Profit
  $ 12,810     $ 11,725       9.25%  
Operating Expenses
  $ 8,462     $ 11,941       -29.13%  
Net Income attributable to Cogo Group, Inc.
  $ 4,299 (2)   $ 759       466.40%  
EPS Diluted attributable to Cogo Group, Inc.
  $ 0.11     $ 0.02       450.00%  
Non-GAAP EPS Diluted attributable to Cogo Group, Inc.
  $ 0.19 (2)   $ 0.18       5.56%  


(1)  
The US dollar amounts are calculated based on the conversion rate of US $1 to RMB 6.8259 as of December 31, 2009 and US $1 to RMB 6.8225 as of December 31, 2008.
(2)  
Included in the Q4 2009 net income attributable to Cogo Group, Inc. was an amount of $2.2 million, a share-based compensation expense recognized in accordance with Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation and $0.7 million acquisition related costs, net, such as amortization and impairment of intangible assets and related deferred taxation, and extraordinary gain on bargain purchase. Non-GAAP net income attributable to Cogo Group, Inc., excluding the effects of share-based compensation expense and acquisition related costs, was $7.2 million.

 

 

 

Financial Results

Revenue for the fourth quarter was $88.1 million, an increase of 7.0% compared to $82.3 million reported for the same period in 2008. The revenue breakdown was as follows: $51.3 million, or 58.2% of total sales for digital media (including mobile handsets business), representing a 1.1% increase year-over-year; and $21.7 million, or 24.7% of total sales for telecommunications equipment, representing an 8.7% decrease year-over-year. The Company’s service business contributed $1.2 million in revenues for the fourth quarter and accounted for 1.4% of total sales. During the quarter, Cogo generated revenue of $13.9 million from component sales relating to the Industrial Applications Business. This end-market, which management believes is among the fastest growing markets in China, grew 98.7% versus the fourth quarter of 2008 and represented 15.7% of total sales. The Company is currently targeting opportunities in the electrical grid, smart meter, automotive and railway sectors and over time expects to expand into other verticals in the Industrial sector, such as cleantech, medical and security.

Cost of sales, which includes the aggregate purchase of components from suppliers and the direct cost of services, was $75.3 million compared to $70.6 million in the fourth quarter of 2008, representing an increase of 6.6% year-over-year. Gross profit for the fourth quarter was $12.8 million, up 9.2% compared to $11.7 million during the fourth quarter of last year. Gross margin for fourth quarter was 14.5% compared to 14.2% reported for the fourth quarter of 2008.

Operating expenses, including selling, general and administrative, and research and development (R&D) expenses as well as provision of doubtful accounts, totaled $8.5 million, down 29.1%, compared to $11.9 million reported for the fourth quarter of last year.

Net income attributable to Cogo Group, Inc. for the fourth quarter of 2009 was $4.3 million or EPS Diluted attributable to Cogo Group, Inc. of $0.11 on a U.S. GAAP basis, compared to net income of $0.8 million, or EPS Diluted attributable to Cogo Group, Inc. of $0.02, in the fourth quarter of 2008. Included in the fourth quarter of 2009, net income attributable to Cogo Group, Inc.  was $2.2 million for share-based compensation expense and $0.7 million for acquisition related costs, including amortization of intangible assets and related deferred taxation. Excluding stock-based compensation expenses and acquisition related costs including amortization of intangible assets and related deferred taxation, the net income attributable to Cogo Group, Inc. would have been $7.2 million or $0.19 Non-GAAP EPS Diluted attributable to Cogo Group, Inc. for the fourth quarter of 2009. The weighted average number of shares used in the calculation of diluted EPS was 38.0 million compared to 36.7 million in the fourth quarter of 2008.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
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For the full year 2009, the Company reported revenue of $307.1 million, up 6.9% from the year ended 2008. Cost of sales was $263.0 million, an increase of 9.2% compared to the $240.8 million reported last year. Gross profit was $44.1 million, a decrease of 4.9% from $46.4 million in 2008. Gross margin was 14.4% of sales, compared to 16.2% last year.

Operating expenses, including selling, general and administrative expenses, research and development expenses as well as provision for doubtful accounts, totaled $33.4 million, as compared to $35.8 million for last year.  Income from operations was $10.7 million, a slight increase of 0.7% from $10.6 million reported in the prior year.

The Company had an effective tax rate of 10.9% compared to 2.2% last year. Included in the income tax expense for the year ended December 31, 2009 was a deferred income tax benefit of $0.7 million, resulting from amortization of intangible assets of $4.2 million. There was income attributable to noncontrolling interest of $0.4 million during the year, compared to $0.2 million for 2008. Net income attributable to Cogo Group, Inc. for 2009 decreased by 16.4% to $11.8 million or $0.32 per fully diluted share, compared to $14.1 million or $0.36 per fully diluted share for the same period last year.

Balance Sheet

The Company completed fiscal year 2009 with cash of $97.8 million, down $100.6 million versus 2008, attributable to the Company’s stock repurchase program and acquisition payments. Pledged bank deposits were $17 million at the end of 2008 and 2009.  Inventory increased from $14.1 million at the end of 2008 to $21.4 million as of December 31, 2009. Accounts receivable increased from $73.0 million at the end of 2008 to $90.5 million as of December 31, 2009, and accounts payable decreased from $15.8 million in 2008 to $11.9 million in 2009. Accounts receivable and inventory increased due to the Company’s growth and expansion in the second half of 2009. Intangible assets decreased from $17.7 million at the end of 2008 to $17.0 million as of December 31, 2009, and goodwill increased from $17.1 million at the end of 2008 to $28.8 million as of December 31, 2009. Bank borrowings at the end of 2009 amounted to $17.5 million as compared to no bank borrowings reported as of December 31, 2008.  Cogo Group, Inc. equity was $226.1 million as of December 31, 2009, an increase of 9.9% from $205.8 million as of December 31, 2008.

 
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Business Outlook

As announced on February 4, 2010, management’s guidance for the first quarter of 2010 is $70-72 million in revenue and estimated Non-GAAP EPS Diluted of $0.14-0.15. The Company continues to target gross margins of 15% and operating margins of 10%.

Jeffrey Kang, CEO and Chairman of Cogo, remarked, “Management is encouraged by Cogo’s results in the fourth quarter of 2009, and we are very optimistic about 2010. We are seeing promising new lines of business in the automotive, HDTV, smart meters and 3G handset areas. We are using our balance sheet to help drive growth and buyback stock, and we see tremendous new opportunities in the industrial applications end-markets and expect a growing Small and Medium Enterprise customer base. The 3G handset situation is improving with increased demand and increase in dollar content per device. We believe that the opportunities for growth within our telecom business are stronger than popular opinion would suggest. The new, five million share stock repurchase program firmly supports our belief in the Company’s long-term growth potential. I would like to reiterate our view that the worst of China’s economic situation is behind us, and we are ready to move forward into a high-growth and margin expansion mode for 2010.”

Currency Exchange Rates Impacts on Annual Results

The annual revenue for the full year 2009 was $307.1 million. Total revenue normalized by adding the results of the four quarters together would have been $307.0 million*. Normalized Non-GAAP EPS Diluted based on the addition of the results of the four quarters would have been $0.64. Because the Chinese Yuan has appreciated against the US dollar during 2009, the full year revenue was $0.1 million higher than the normalized revenue.

* The US dollar amounts are calculated based on the conversion rates of USD 1 to RMB 6.8329 as of March 31, 2009 for the first quarter, USD 1 to RMB 6.8302 as of June 30, 2009 for the second quarter, USD 1 to RMB 6.8262 as of September 30, 2009 for the third quarter and US $1 to RMB 6.8259 as of December 31, 2009 for the fourth quarter and the consolidated 2009 full year.
 
About Cogo Group, Inc.:
 
Cogo Group, Inc. (NASDAQ: COGO) is a leading provider of customized module and subsystem design solutions in China. The Company believes it acts as a proxy to China's technology industry as it works with virtually all the major ODMs and OEMs in China. Cogo leverages these relationships and combines their IP to create designs that Cogo then sells to electronic manufacturers. These designs allow manufacturers to reduce their time to market for new products and ultimately increase sales. Cogo focuses on the telecommunications equipment, digital media and industrial applications end-markets for their customized design modules while also offering business and engineering services to their large telecommunications equipment vendor customers. Over the last fifteen years, Cogo has grown its customer list to include nearly 1,400 manufacturers across the telecommunications equipment, digital media and industrial applications markets, covering both multinational Chinese subsidiaries and Chinese domestic companies.
 
 
For further information:
Investor Relations
 
www.comtech.com.cn/investorinfo.html
communications@cogo.com.cn
 
H.K.:           +852 2730 1518 
U.S.:           +1 (646) 291 8998
Fax:           +86 755 2674 3522
 
Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our business or growth strategy such as growth in digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 10-K, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system (EDGAR) at www.sec.gov.

About Non-GAAP Financial Measures:
To supplement Cogo's consolidated financial results presented in accordance with GAAP, Cogo uses the following measures defined as Non-GAAP financial measures by the SEC: 1) Non-GAAP net income attributable to Cogo Group, Inc. which is net income attributable to Cogo Group, Inc. excluding share-based compensation expenses and acquisition related costs, net, such as amortization and impairment of intangible assets, related deferred taxation, extraordinary gain on bargain purchase and impairment of goodwill and 2) Non-GAAP basic and diluted earnings per share attributable to Cogo Group, Inc., which is basic and diluted earnings per share excluding share-based compensation expenses and acquisition related costs such as amortization and impairment of intangible assets, related deferred taxation, extraordinary gain on bargain purchase and impairment of goodwill. The presentation of these Non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these Non-GAAP financial measures, please see the table captioned “Unaudited Reconciliations of Non-GAAP measures to the most comparable GAAP measures” set forth at the end of this release.
 
 
 
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Cogo believes that these Non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based expenses and acquisition related costs such as amortization and impairment of intangible assets that may not be indicative of its operating performance from a cash perspective. Cogo believes that both management and investors benefit from referring to these Non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These Non-GAAP financial measures also facilitate management's internal comparisons to Cogo's historical performance and liquidity. Cogo computes its Non-GAAP financial measures using the same consistent method from quarter to quarter. Cogo believes these Non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using Non-GAAP net income, Non-GAAP basic and diluted earnings per share, Non-GAAP income from operation and Non-GAAP operating margin is that these Non-GAAP measures exclude share-based compensation charge and acquisition related costs such as amortization and impairment of intangible assets, related deferred taxation, extraordinary gain on bargain purchase and impairment of goodwill that have been and will continue to be for the foreseeable future a recurring expense in our business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each Non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to Non-GAAP financial measures.

Tables Attached
 
 
5

 
 
COGO GROUP, INC.

 
UNAUDITED CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2009 AND 2008
(in thousands, except share data)

   
December 31,
 
   
2009
   
2009
   
2008
 
   
USD
   
RMB
   
RMB
 
ASSETS
                 
Current assets:
                 
Cash
    97,764       667,320       686,379  
Pledged bank deposits
    17,000       116,040       115,983  
Accounts receivable, net
    90,481       617,613       497,992  
Bills receivable
    2,577       17,592       13,555  
Inventories
    21,408       146,132       95,855  
Income taxes receivable
    185       1,263        
Prepaid expenses and other receivables
    4,114       28,083       20,211  
                         
Total current assets
    233,529       1,594,043       1,429,975  
                         
Property and equipment, net
    2,110       14,406       17,993  
Intangible assets, net
    16,965       115,804       120,602  
Goodwill
    28,840       196,858       116,632  
Other assets
    61       416       1,608  
TOTAL ASSETS
    281,505       1,921,527       1,686,810  
                         
LIABILITIES AND EQUITY
                       
                         
Current liabilities:
                       
Accounts payable
    11,887       81,140       107,512  
Bank borrowings
    17,492       119,402        
Income taxes payable
    1,736       11,847       8,225  
Accrued expenses and other liabilities
    20,218       138,008       141,925  
Total current liabilities
    51,333       350,397       257,662  
Deferred tax liabilities
    2,799       19,108       19,693  
Total liabilities
    54,132       369,505       277,355  
Equity:
                       
Common stock
                       
Par value: USD0.01
                       
      Authorized: 200,000,000 shares
                       
      Issued: 40,079,336 shares
                       
      Outstanding: 35,770,025 shares in 2009
                       
        35,231,661 shares in 2008
    477       3,258       3,196  
Additional paid in capital
    178,957       1,221,538       1,146,840  
Retained earnings
    88,554       604,464       524,240  
Accumulated other comprehensive loss
    (15,732 )     (107,384 )     (107,645 )
      252,256       1,721,876       1,566,631  
                         
Less cost of common stock in treasury, 4,309,311 shares in 2009 and  3,944,411 shares in 2008
    (26,122 )     (178,309 )     (162,687 )
                         
Total Cogo Group, Inc. equity
    226,134       1,543,567       1,403,944  
Noncontrolling interest
    1,239       8,455       5,511  
Total equity
    227,373       1,552,022       1,409,455  
                         
Commitments and contingencies
                       
                         
TOTAL LIABILITIES AND EQUITY
    281,505       1,921,527       1,686,810  


6

 
COGO GROUP, INC.
 
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
(in thousands, except share data)

   
Year ended December 31,
 
   
2009
   
2009
   
2008
   
2007
 
   
USD
   
RMB
   
RMB
   
RMB
 
Net revenue
                       
Product sales
    302,790       2,066,815       1,931,845       1,597,818  
Services revenue
    4,307       29,401       27,695       68,690  
      307,097       2,096,216       1,959,540       1,666,508  
Cost of sales
                               
Cost of goods sold
    (259,477 )     (1,771,166 )     (1,624,101 )     (1,297,225 )
Cost of services
    (3,475 )     (23,716 )     (18,664 )     (46,368 )
      (262,952 )     (1,794,882 )     (1,642,765 )     (1,343,593 )
Gross profit
    44,145       301,334       316,775       322,915  
Selling, general and administrative expenses
    (18,290 )     (124,842 )     (152,898 )     (120,580 )
Research and development expenses
    (9,889 )     (67,504 )     (50,947 )     (40,973 )
Provision for doubtful accounts
    (5,272 )     (35,992 )     (6,847 )     (15,051 )
Impairment loss of goodwill and intangible assets
                  (33,759 )      
Other operating income, net
    17       116       214       170  
                                 
Income from operations
    10,711       73,112       72,538       146,481  
Interest expense
    (288 )     (1,963 )     (1,056 )     (2,335 )
Interest income
    2,123       14,490       27,895       25,637  
                                 
Earnings before income taxes and extraordinary item
    12,546       85,639       99,377       169,783  
Income tax expense
    (1,349 )     (9,207 )     (2,215 )     (14,275 )
                                 
Income before extraordinary item
    11,197       76,432       97,162       155,508  
Extraordinary item, net of nil tax
    987       6,737              
                                 
Net income
    12,184       83,169       97,162       155,508  
Less net income attributable to noncontrolling interest.
    (431 )     (2,945 )     (1,255 )     (3,065 )
Net income attributable to Cogo Group, Inc.
    11,753       80,224       95,907       152,443  
                                 
                                 
Earnings per share attributable to Cogo Group, Inc.
                               
Income before extraordinary item
    0.29       2.01       2.49       4.12  
Extraordinary item
    0.03       0.19       -       -  
                                 
- Basic
    0.32       2.20       2.49       4.12  
Income before extraordinary item
    0.29       1.95       2.42       3.98  
Extraordinary item
    0.03       0.18       -       -  
                                 
- Diluted
    0.32       2.13       2.42       3.98  
                                 
Weighted average number of common shares outstanding
                               
- Basic
            36,541,037       38,488,861       36,974,100  
- Diluted
            37,673,351       39,585,921       38,306,969  
                                 
Amounts attributable to Cogo Group, Inc.
                               
Income before extraordinary item
    10,766       73,487       95,907       152,443  
Extraordinary item
    987       6,737       -       -  
Net income attributable to Cogo Group, Inc.
    11,753       80,224       95,907       152,443  
                                 
                                 
Comprehensive income:
                               
Net income
    12,184       83,169       97,162       155,508  
Other comprehensive income (loss), net of tax
                               
Foreign currency translation adjustments
    38       260       (44,570 )     (45,766 )
                                 
Comprehensive income
    12,222       83,429       52,592       109,742  
Less:  comprehensive income, net of tax attributable to noncontrolling interest
    (431 )     (2,944 )     (1,256 )     (2,955 )
                                 
Comprehensive income attributable to Cogo Group, Inc.
    11,791       80,485       51,336       106,787  
 
 
7


 
COGO GROUP, INC.

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

FOR THE QUARTERS ENDED DECEMBER 31, 2009 AND 2008
(in thousands, except share data)

   
For the quarter ended
   
For the quarter ended
 
   
Dec 31, 2009
   
Dec 31, 2008
 
   
(unaudited)
   
(unaudited)
 
Net Income
  $’ 000     $’ 000  
GAAP net income attributable to Cogo Group, Inc.
    4,299       759  
Share-based compensation expense
    2,191       1,504  
Acquisition related costs, net - amortization and impairment of intangible assets and related deferred taxation, extraordinary gain on bargain purchase and impairment of goodwill
    734       4,332  
Non-GAAP net income attributable to Cogo Group, Inc.
    7,224       6,595  
                 
Earnings per share
    $       $  
GAAP net income attributable to Cogo Group, Inc. per common share-Diluted
    0.11       0.02  
Non-GAAP net income attributable to Cogo Group, Inc. per common share-Diluted
    0.19       0.18  
                 

 
 
 
 
 
 
 
 
 
 

 
8


 
COGO GROUP, INC.
 
UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

FOR THE QUARTERS ENDED MARCH 31, JUNE 30, SEPTEMBER 30 AND DECEMBER 31, 2009
(in thousands, except share data)

   
Quarters Ended
       
   
Mar 31
   
Jun 30
   
Sep 30
   
Dec 31
   
Total
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
   
$'000
   
$'000
   
$'000
   
$'000
   
$'000
 
                               
Revenue
    63,268       73,589       82,042       88,084       306,983  
                                         
Net Income
                                       
GAAP net income attributable to Cogo Group, Inc.
    1,555       2,532       3,363       4,299       11,749  
Share-based compensation expense
    2,082       2,183       2,191       2,191       8,647  
Acquisition related costs, net - amortization and impairment of intangible assets, related deferred taxation and extraordinary gain on bargain purchase
    899       966       1,129       734       3,728  
Non-GAAP net income
    4,536       5,681       6,683       7,224       24,124  
                                         
                                         
Earnings per share
  $     $     $     $     $  
GAAP net income attributable to Cogo Group, Inc. per common share- Diluted
    0.04       0.07       0.09       0.11       0.31  
Non-GAAP net income attributable to Cogo Group, Inc. per common share- Diluted
    0.12       0.15       0.18       0.19       0.64  
                                         
Weighted average number of shares outstanding
   #      #      #      #          
- Basic
    35,929,788       36,330,036       36,809,304       37,086,445          
- Diluted
    37,264,100       37,698,805       37,745,926       37,996,249          



 
 
 
 
 
 
 
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