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8-K - FORM 8-K - CHINA AUTOMOTIVE SYSTEMS INCv231864_8k.htm
China Automotive Systems Reports 2011 Second Quarter Financial Results
 
WUHAN, China, Aug. 9, 2011 /PRNewswire-Asia-FirstCall/ -- China Automotive Systems, Inc. ("CAAS" or the "Company"), (NASDAQ: CAAS), a leading power steering components and systems supplier in China, today announced financial results for the second quarter and six months ended June 30, 2011.
 
Second Quarter 2011 Highlights
 
·   
Net sales were $82.5 million, compared with $85.1 million in the second quarter of 2010;
 
·   
Gross profit was $14.8 million, compared to $19.8 million in the second quarter of 2010; Gross margin was 17.9%, compared with 23.3% in the same quarter in 2010;
 
·   
Net income attributable to the parent company's common shareholders was $3.9 million, or $0.14 diluted earnings per share, compared with $23.9 million, or $0.28 diluted earnings per share, in the second quarter of 2010;
 
·   
Cash and cash equivalents were $55.4 million at June 30, 2011; and
 
·   
Cash flow from operating activities in the second quarter was approximately $20.0 million; Cash used to acquire property, plant and equipment for capacity expansion was $3.0 million.
 
Mr. Qizhou Wu, Chief Executive Officer of China Automotive Systems, commented, "With the expiration of government incentive policies and monetary tightening, China's auto output and sales have slowed after two years of rapid growth. In this environment, we are focused on strengthening our relationships with key OEMs that we believe will lead the sector's recovery. We believe that in downturns such as the current one, OEMs focus on upgrading vehicle quality and making key supplier decisions, especially in the area of safety-related components. CAAS has built a powerful research and development program and it has created new products that match global quality and performance standards. Continuing to generate free cash flow is our goal while we carefully manage our financial risks. We are confident that these strategies will position us to capitalize on the eventual recovery of the automotive market, which may start as early as the 2011 fourth quarter."
 
Second Quarter 2011 Results
 
Second quarter net sales were $82.5 million, compared with $85.1 million for the second quarter of 2010. The sales decline was mainly attributable to lower automotive vehicle sales in China and a reduction in the average selling price of the Company's products.  
 
Gross profit was $14.8 million, compared to $19.8 million in the second quarter of 2010. Second quarter gross margin was 17.9%, versus 23.3% in the same quarter in 2010, mainly due to sales price declines exceeding unit cost reductions.
 
As sales volume declined, second quarter selling expenses decreased to $2.5 million, from $2.9 million in the second quarter of 2010. Selling expenses were 3.1% of sales in the second quarter, down from 3.4% in the second quarter of 2010.
 
General and administrative ("G&A") expenses were $3.5 million in the second quarter, compared with $2.1 million for the same period of 2010, but below the $3.9 million in the first quarter of 2011. The year-over-year increase was mainly attributable to a decrease in the recovery of bad debt provision and an increase in salaries and wages expenses, and labor insurance expenses.  
 
Research and development expenses were $1.6 million for the second quarter of 2011, compared to $1.7 million for the second quarter of 2010. As a percentage of sales, research and development expenses were 1.9% in the second quarter, in line with 2.0% a year ago.
 
 
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Income from operations was $7.6 million for the second quarter of 2011 as compared to $13.7 million in the second quarter of 2010. The decline resulted primarily from lower gross profit and higher operating expenses compared to the second quarter of 2010. As a result, operating margin was 9% in the second quarter of 2011, compared to 16% in the same period last year.
 
Financial expenses decreased to $0.6 million for the second quarter, compared to $0.8 million for the second quarter of 2010. This decrease was mainly due to the increase in gain on foreign currency exchange partially offset by higher interest expenses associated with the Convertible Notes.
 
For the second quarter of 2011, the loss on the change in fair value of the derivative was $0.1 million, compared with a gain of $19.6 million for the same period of 2010. The gain or loss on the change in fair value of the derivative is mainly determined by the Company's stock price movement during the period coupled with the stock price volatility and other factors. During the second quarter of 2011, the Company's common stock market price dropped slightly to $8.63 from $8.90, but with higher volatility. As a result, the fair value of compound derivative liabilities increased and caused the loss on the change in the fair value of derivatives. During the second quarter of 2010, the Company's common stock market price dropped significantly to $17.60 from $23.10. Thus, the intrinsic value of the embedded conversion feature in financial instruments decreased, the fair value of compound derivative liabilities decreased, which caused the gain on change in fair value of derivatives.
 
Income before income taxes was $7.0 million compared with $32.7 million for the three months ended June 30, 2010. This decrease was mainly due to a $6.1 million reduction in income from operations and a $19.7 million decrease in gain on change in fair value of the derivative.
 
Second quarter net income attributable to the parent company's common shareholders was $3.9 million, or $0.14 diluted earnings per share, compared with $23.9 million or $0.28 diluted earnings per share in the second quarter of last year. The weighted average number of basic common shares outstanding was 28,083,534 in the second quarter compared to 27,075,607 in the same quarter of 2010. The weighted average number of diluted common shares outstanding was 28,202,989 in the second quarter compared to 31,562,479 in same quarter of 2010.
 
As of June 30, 2011, total cash and cash equivalents were $55.4 million and working capital was $132.4 million.
 
Cash flow from operating activities in the second quarter was approximately $20.0 million. Cash used to acquire property, plant and equipment for capacity expansion was $3.0 million.
 
Six Months 2011 Results
 
Net sales for the first six months of 2011 increased 2.5% to $173.5 million compared to $169.3 million in the first six months of last year. Six-month gross profit was $34.8 million, compared with $42.3 million in the same period a year ago. Six-month gross margin was 20.0%, compared with 25.0% for the same period in 2010. Income from operations was $19.4 million, compared with $29.6 million in the first six months of 2010. Operating margin was 11.2%, compared with 17.5% for the same period of 2010. Net income attributable to the parent company's common shareholders increased to $21.2 million from $20.3 million in the first six months of 2010. Diluted earnings per share were $0.40, compared with $0.62 in the first six months of 2010.
 
Cash flows from operating activities in the first six months were approximately $16.5 million. Cash used to acquire property, plant and equipment for capacity expansion was $9.1 million in the first six months of 2011.
 
Non-GAAP Measures
 
Second quarter adjusted net income attributable to the parent company (Non-GAAP) was $5.1 million compared to adjusted net income attributable to the parent company of $8.6 million in the second quarter last year. Adjusted diluted earnings per share was $0.16 for the three months ended June 30, 2011 compared to adjusted diluted earnings per share of $0.27 for the same period of 2010.
 
 
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Six-month adjusted net income attributable to the parent company (Non-GAAP) was $12.0 million compared to adjusted net income attributable to the parent company of $18.8 million for the same period of 2010. Adjusted diluted earnings per share was $0.38 for the six months ended June 30, 2011 compared to adjusted diluted earnings per share of $0.60 for same period of 2010.
 
Reconciliation of GAAP to Non-GAAP results:
 
Non-GAAP calculation
 
   
Three Months Ended
June 30, 2011
   
Three Months Ended
June 30, 2010
 
Net income attributable to parent company's common shareholders
  $ 3,883,690     $ 23,872,723  
Add:  Allocation to convertible notes holders
    460,268       3,734,882  
Add:  Loss (gain) on change in fair value of derivative
    146,444       (19,587,135 )
Add:  Accrued make-whole redemption interest expense for convertible notes
    621,293       530,833  
Adjusted net income attributable to parent company
  $ 5,111,695     $ 8,551,303  
Diluted earnings per share:
               
GAAP
  $ 0.14     $ 0.28  
Non-GAAP
  $ 0.16     $ 0.27  
Shares used in computing diluted earnings per share:
               
GAAP
    28,202,989       31,562,479  
Non-GAAP
    31,553,753       31,562,479  
Non-GAAP calculation
 
 
   
Six Months
Ended
June 30, 2011
   
Six Months
Ended
June 30, 2010
 
Net income attributable to parent company’s common shareholders
  $ 21,213,448     $ 20,320,320  
Add:  Allocation to convertible notes holders
    2,772,492       3,180,834  
Add:  Loss (gain) on change in fair value of derivative
    (11,585,383 )     (5,434,753 )
Add:  Accrued make-whole redemption interest expense for convertible notes
    1,204,175       758,730  
Less: Gain on convertible notes conversion
    (1,564,418 )     -  
Adjusted net income attributable to parent company
  $ 12,040,314     $ 18,825,131  
Diluted earnings per share:
               
GAAP
  $ 0.40     $ 0.62  
Non-GAAP
  $ 0.38     $ 0.60  
Shares used in computing diluted earnings per share:
               
GAAP
    31,544,808       31,558,848  
Non-GAAP
    31,567,308       31,558,848  
 
To supplement our unaudited condensed consolidated financial statements presented in accordance with generally accepted accounting principles (U.S. GAAP), we use non-GAAP measures of net income attributable to parent company and earnings per share, which are adjusted from results based on U.S. GAAP to exclude certain expenses, and gains and losses associated with the Company's Convertible Notes. These non-GAAP financial measures are provided to enhance the reader's overall understanding of our current financial performance and our prospects for the future. Specifically, we believe the non-GAAP results provide useful information to both management and investors, as these non-GAAP results exclude certain expenses, and gains and losses that we believe are not indicative of our core operating results, because these are consistent with the financial models and estimates published by many analysts who follow the Company, and these non-GAAP results assist in evaluating the Company's operating performance compared with that of other companies in its industry. These non-GAAP results are some of the primary indicators management uses for assessing our performance, allocating resources and planning, and forecasting future periods. Furthermore, management uses non-GAAP information that excludes certain non-cash charges such as accrued make-whole redemption interest expense and allocation to Convertible Notes holders associated with our Convertible Notes, as these non-GAAP items do not reflect the cash operating results of the business or the ongoing results.
 
 
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Non-GAAP net income attributable to parent company and earnings per share are not measures of performance under accounting principles generally accepted in the United States (U.S. GAAP). The Company includes them in this press release in order to:
 
·   
improve transparency for investors;
 
·   
assist investors in their assessment of the Company's performance;
 
·   
facilitate comparisons to historical performance;
 
·   
ensure that these measures are fully understood in light of how the Company evaluates its operating results; and
 
·   
properly define metrics used and confirm their calculation.
 
These non-GAAP results should not be regarded as a substitute for corresponding U.S. GAAP measures, but instead utilized as a supplemental measure of operating performance in evaluating the Company's business. The Company recognizes that the usefulness of non-GAAP measures of net income attributable to parent company and earnings per share has certain limitations, including the following:
 
·   
non-GAAP net income attributable to parent company and earnings per share do not include certain gains and losses associated with the Company's Convertible Notes. Because the Convertible Notes are a recurring, non-cash item, related gains and losses are a necessary element of the Company's costs and ability to generate profits and cash flows. Therefore, any measure that excludes certain gains and losses associated with the Company's Convertible Notes may have material limitations; and
 
·   
the manner in which the Company calculates non-GAAP net income attributable to parent company and earnings per share may differ from that of other companies, which limits their usefulness as a comparative measure.
 
The Company compensates for the aforementioned limitations by using non-GAAP net income attributable to parent company and earnings per share as comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of its operating performance. As such, these non-GAAP measures should be viewed in conjunction with the Company's financial statements prepared in accordance with U.S. GAAP, as presented above and in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 9, 2011.
 
Business Outlook
 
Reflecting current conditions, management has lowered its guidance and now expects annual revenues to increase by 5% to 10% for 2011. This target is based on the Company´s current views on operating and market conditions, which are subject to change.
 
About China Automotive Systems, Inc.
 
Based in Hubei Province, the People's Republic of China, China Automotive Systems, Inc. is a leading supplier of power steering components and systems to the Chinese automotive industry, operating through nine Sino-foreign joint ventures. The Company offers a full range of steering system parts for passenger automobiles and commercial vehicles. The Company currently offers four separate series of power steering with an annual production capacity of over 3.5 million sets, steering columns, steering oil pumps and steering hoses. Its customer base is comprised of leading Chinese auto manufacturers, such as China FAW Group, Corp., Dongfeng Auto Group Co., Ltd., BYD Auto Company Limited, Beiqi Foton Motor Co., Ltd., Chery Automobile Co., Ltd. and Chrysler North America outside of North America. For more information, please visit: http://www.caasauto.com.
 
 
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Forward Looking Statements
 
This press release contains statements that are "forward-looking statements" as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our estimates and assumptions only as of the date of this press release. Our actual results may differ materially from the results described in or anticipated by our forward-looking statements due to certain risks and uncertainties, including those described under the heading "Risk Factors" in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on June 28, 2011, and in documents subsequently filed by the Company from time to time. The Company expressly disclaims any duty to provide updates to any forward-looking statements made in this press release, whether as a result of new information, future events or otherwise.
 
For further information, please contact:
 
   
Jie Li
 
Chief Financial Officer
 
China Automotive Systems, Inc.
 
Email: jieli@chl.com.cn
 
   
Kevin Theiss
 
Investor Relations
 
Grayling
 
Tel:   +1-646-284-9409
 
Email: kevin.theiss@grayling.com
 
 
 
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China Automotive Systems, Inc.
Condensed Consolidated Statements of Income (Unaudited)
 
   
Three Months Ended June 30,
 
   
2011
   
2010
 
                 
Net product sales, including $13,121,030 and $2,941,718 to related parties for the three months ended June 30, 2011 and 2010
  $ 82,505,886     $ 85,081,138  
Cost of product sold, including $4,710,325 and $5,248,896 purchased from related parties for the three months ended June 30, 2011 and 2010
    67,705,216       65,270,878  
Gross profit
    14,800,670       19,810,260  
Add: Gain on other sales
    480,735       681,999  
Less: Operating expenses
               
Selling expenses
    2,537,012       2,903,125  
General and administrative expenses
    3,514,000       2,134,773  
Research and development expenses
    1,589,628       1,741,405  
Total operating expense
    7,640,640       6,779,303  
Income from operations
    7,640,765       13,712,956  
Add: Other income, net
    72,934       250,851  
Financial expenses, net
    (560,929 )     (840,683 )
Gain (loss) on change in fair value of derivative
    (146,444 )     19,587,135  
Income before income tax expenses and equity in earnings of affiliated companies
    7,006,326       32,710,259  
Less: Income taxes
    1,289,769       2,291,292  
Add: Equity in earnings of affiliated companies
    47,635       -  
Net income
    5,764,192       30,418,967  
Net income attributable to noncontrolling interest
    1,420,234       2,811,362  
Net income attributable to parent company
    4,343,958       27,607,605  
Allocation to convertible notes holders
    (460,268 )     (3,734,882 )
Net income attributable to parent company's common shareholders
  $ 3,883,690     $ 23,872,723  
Net income attributable to parent company's common shareholders per share
               
Basic
  $ 0.14     $ 0.88  
Diluted
  $ 0.14     $ 0.28  
Weighted average number of common shares outstanding
               
Basic
    28,083,534       27,075,607  
Diluted
    28,202,989       31,562,479  
 
 
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China Automotive Systems, Inc.
Condensed Consolidated Statements of Income (Unaudited)
 
   
Six Months Ended June 30,
 
   
2011
   
2010
 
Net product sales, including $22,656,851 and $4,602,111 to related parties for the six months ended June 30, 2011 and 2010
  $ 173,520,056     $ 169,313,827  
Cost of product sold, including $10,130,095 and $9,596,184 purchased from related parties for the six months ended June 30, 2011 and 2010
    138,734,478       126,968,550  
Gross profit
    34,785,578       42,345,277  
Add: Gain on other sales
    893,921       1,133,609  
Less: Operating expenses
               
Selling expenses
    4,952,288       4,770,928  
General and administrative expenses
    7,454,837       6,061,350  
Research and development expenses
    3,900,359       3,043,163  
Total operating expenses
    16,307,484       13,875,441  
Income from operations
    19,372,015       29,603,445  
Add: Other income, net
    105,574       266,379  
Financial expenses, net
    (1,623,142 )     (1,348,904 )
Gain on change in fair value of derivative
    11,585,383       5,434,753  
Gain on convertible notes conversion
    1,564,418       -  
Income before income tax expenses and equity in earnings of affiliated companies
    31,004,248       33,955,673  
Less: Income taxes
    3,246,364       4,576,814  
Add: Equity in earnings of affiliated companies
    86,546       -  
Net income
    27,844,430       29,378,859  
Net income attributable to noncontrolling interest
    3,858,490       5,877,705  
Net income attributable to parent company
    23,985,940       23,501,154  
Allocation to convertible notes holders
    (2,772,492 )     (3,180,834 )
Net income attributable to parent company's common shareholders
  $ 21,213,448     $ 20,320,320  
Net income attributable to parent company's common shareholders per share
               
Basic
  $ 0.76     $ 0.75  
Diluted
  $ 0.40     $ 0.62  
Weighted average number of common shares outstanding
               
Basic
    27,780,965       27,060,925  
Diluted
    31,544,808       31,558,848  
 
 
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China Automotive Systems, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
 
   
June 30, 
2011
   
December 31, 
2010
 
             
ASSETS
           
Current assets
           
Cash and cash equivalents
  $ 55,425,262     $ 49,424,979  
Pledged cash deposits
    19,951,263       20,983,891  
Accounts and notes receivable, net, including $9,823,653 and $5,466,842 from related parties at June 30, 2011 and December 31, 2010
    206,909,413       195,858,988  
Advance payments and other, including $1,133,425 and $1,334,069 to related parties at June 30, 2011 and December 31, 2010
    4,958,665       4,226,137  
Inventories
    45,679,605       36,870,272  
Current deferred tax assets
    3,594,617       3,511,421  
Total current assets
    336,518,825       310,875,688  
Long-term Assets:
               
Other receivables, net, including $577,779 and $350,464 from related parties at June 30, 2011 and December 31, 2010
    1,481,747       2,801,434  
Long term investments
    3,323,022       3,162,136  
Property, plant and equipment, net
    79,874,992       75,380,747  
Intangible assets, net
    612,152       662,089  
Advance payments for property, plant and equipment, including $6,406,683 and $7,534,440 to related parties at June 30, 2011 and December 31, 2010
    9,345,959       9,373,977  
Non-current deferred tax assets
    3,695,782       3,271,594  
Total assets
  $ 434,852,479     $ 405,527,665  
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Bank loans
  $ 3,090,426     $ 6,794,812  
Accounts and notes payable, including $1,591,176 and $1,867,926 to related parties at June 30, 2011 and December 31, 2010
    161,324,177       148,517,423  
Convertible notes payable
    -       30,000,000  
Compound derivative liabilities
    -       25,271,808  
Customer deposits
    1,996,632       720,883  
Accrued payroll and related costs
    4,344,976       4,927,200  
Accrued expenses and other payables
    23,814,832       29,072,710  
Accrued pension costs
    3,726,459       3,851,988  
Taxes payable
    5,042,283       6,860,946  
Amounts due to shareholders/directors
    352,406       353,817  
Deferred tax liabilities
    408,145       312,304  
Total current liabilities
    204,100,336       256,683,891  
Long-term liabilities:
               
Convertible notes payable
    23,571,429       -  
Compound derivative liabilities
    9,944,852       -  
Accrued make-whole redemption interest expense of convertible notes
    6,333,301       -  
Advances payable
    648,988       603,983  
Total liabilities
    244,598,906       257,287,874  
Commitments and contingencies
               
Stockholders' equity:
               
Preferred stock, $0.0001 par value - Authorized - 20,000,000 shares; issued and outstanding – None
    -       -  
Common stock, $0.0001 par value - Authorized - 80,000,000 shares; issued and outstanding –28,083,534 shares and 27,175,826 shares at June 30, 2011 and December 31, 2010
     2,808       2,717  
Additional paid-in capital
    38,676,931       28,565,153  
Retained earnings-
               
Appropriated
    9,026,960       8,767,797  
Unappropriated
    82,706,628       58,979,851  
Accumulated other comprehensive income
    20,102,114       15,957,500  
Total parent company stockholders' equity
    150,515,441       112,273,018  
Noncontrolling interests
    39,738,132       35,966,773  
Total stockholders' equity
  $ 190,253,573     $ 148,239,791  
Total liabilities and stockholders' equity
  $ 434,852,479     $ 405,527,665  
 
 
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China Automotive Systems, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
 
   
Six Months Ended June 30,
 
   
2011
   
2010
 
Cash flows from operating activities:
           
Net income
  $ 27,844,430     $ 29,378,859  
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
               
Stock-based compensation
    -       250,026  
Depreciation and amortization
    6,573,562       4,909,679  
Allowance for doubtful accounts recovered
    (94,953 )     (599,863 )
Deferred income taxes assets and liabilities
    (265,444 )     (392,613 )
Equity in earnings of affiliated companies
    (86,546 )     -  
Gain on convertible notes conversion
    (1,564,418 )     -  
Gain on change in fair value of derivative
    (11,585,383 )     (5,434,753 )
Other operating adjustments
    36,441       14,275  
Changes in operating assets and liabilities:
               
(Increase) decrease in:
               
Pledged deposits
    1,510,294       (6,521,746 )
Accounts and notes receivable
    (6,136,625 )     (24,024,295 )
Advance payments and other
    (627,519 )     (814,827 )
Inventories
    (7,820,897 )     (11,987,567 )
Increase (decrease) in
               
Accounts and notes payable
    9,191,802       27,953,517  
Customer deposits
    1,259,258       448,291  
Accrued payroll and related costs
    (690,765 )     (35,015 )
Accrued expenses and other payables
    1,123,640       1,517,959  
Accrued pension costs
    (213,287 )     15,083  
Taxes payable
    (1,965,450 )     (852,725 )
Net cash provided by operating activities
    16,488,140       13,824,285  
Cash flows from investing activities:
               
Decrease (increase) in other receivables
    1,375,812       (830,493 )
Cash received from equipment sales
    109,036       374,399  
Cash paid to acquire property, plant and equipment
    (9,087,607 )     (14,134,717 )
Cash paid to acquire intangible assets
    (16,697 )     (38,498 )
Net cash used in investing activities
    (7,619,456 )     (14,629,309 )
Cash flows from financing activities:
               
Proceeds from (repayment of) bank loans
    (3,863,033 )     3,685,215  
Dividends paid to the non-controlling interest holders of joint-venture companies
    -       (1,744,982 )
Shares issued for stock options exercised
    -       259,476  
Increase (decrease) in amounts due to shareholders/directors
    (13,329 )     110,271  
Net cash provided by (used in) financing activities
    (3,876,362 )     2,309,980  
Effects of exchange rate on cash and cash equivalents
    1,007,961       261,087  
Net increase in cash and cash equivalents
    6,000,283       1,766,043  
Cash and cash equivalents at beginning of period
    49,424,979       43,480,176  
Cash and cash equivalents at end of period
  $ 55,425,262     $ 45,246,219  

 
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