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8-K - CURRENT REPORT - LianDi Clean Technology Inc.v231911_8-k.htm
Exhibit 99.1
LianDi Clean Technology Inc. Reports Financial Results for First
Quarter of Fiscal Year 2012
 
 
·
Net revenue increased 82% to $16.7 million
 
·
Gross margin excluding Anhui Jucheng increased to 45.7%
 
·
Cash and cash equivalents of $64.4 million on June 30, 2011
 
·
Backlog of $36.5 million on June 30, 2011
 
BEIJING – August 15, 2011 – LianDi Clean Technology Inc. (OTC BB: LNDT), (“LianDi” or the “Company”), a leading provider of clean technology, downstream flow equipment, engineering services and software to China’s leading petroleum and petrochemical companies, today announced financial results for the three months ended June 30, 2011, the first quarter of the fiscal year ended March 31, 2012.
 
SUMMARY FINANCIALS
 
First Quarter Fiscal 2012 Results (USD) (Unaudited)
 
(Three months ended June 30,)
    Q1 2012         Q1 2011      
CHANGE
 
Sales
  $ 16.7 million     $ 9.2 million       +82 %
Gross Profit
  $ 5.1 million     $ 4.0 million       +28 %
Net Income
                       
 (Available to Common Stockholders)
  $ 2.3 million     $ 1.8 million       +27 %
Adjusted Net Income*
                       
 (Available to Common Stockholders)
  $ 2.3 million     $ 2.9 million       -21 %
GAAP EPS (Diluted)
  $ 0.07     $ 0.06       +17 %
Adjusted EPS (Diluted)*
  $ 0.07     $ 0.09       -22 %
*See non-GAAP adjusted net income and EPS reconciliation below
 
“We had a solid beginning to our fiscal 2012,” began Jianzhong Zuo, Chairman and CEO of the Company. “While equipment sales were down, our high margin software sales grew significantly. While the first quarter is typically our slowest seasonal quarter for equipment sales, we are confident this business will show solid growth for the full year. Furthermore, we believe the progress we saw in software and technical services is just the beginning of a long term trend as the benefit from our investment in the Beijing HongTeng software and technical service subsidiary becomes more apparent.”
 
Sales breakdown-First Quarter Fiscal 2012 (USD) (Unaudited)
 
(Three months ended June 30,)
    Q1 2012         Q1 2011      
CHANGE
 
Equipment
  $ 4.0 million     $ 6.3 million       -36 %
Software
  $ 5.3 million     $ 2.8 million       +88 %
Technical services
  $ 0.2 million       -       -  
Chemical products
  $ 7.2 million       -       -  
TOTAL SALES
  $ 16.7 million     $ 9.2 million       +82 %
 
 
 

 
 
First Quarter FY 2012 Results
 
For the three months ended June 30, 2011, net revenue was $16.7 million, an increase of 82.3% from $9.2 million generated in the same period of fiscal 2010, driven primarily by strong sell through of software products. We completed 14 projects related to the sales and installation of equipment in the first quarter of 2012 compared to eight projects for the same period in fiscal 2011. The acquisition of Anhui Jucheng Fine Chemicals Co., Ltd. ("Anhui Jucheng") that occurred in July 2010 contributed approximately $7.2 million to the first quarter fiscal 2012 sales, with no contribution in the year ago period.
 
For the three months ended June 30, 2011 and 2010, LianDi sold 30 sets and 32 sets of data processing software and achieved $3.0 million and $2.8 million of software revenue, respectively. In addition, we booked approximately $2.3 million of software and technical consultancy services sales related to a purchased software use right and the related training and application program.
 
During the first three months of fiscal 2012, we also achieved approximately $0.24 million of stand-alone technical consultancy services revenue.
 
Backlog of unfilled orders was approximately $36.5 million on June 30, 2011.
 
Gross profit was $5.1 million and gross margin was 30.5% for the quarter ended June 30, 2011, compared to $4.0 million and 43.4%, respectively, for the same period in fiscal 2010. Excluding Anhui Jucheng, gross profit was $4.4 million and gross margin was 45.7% for the three months ended June 30, 2011.
 
Gross margin, excluding Anhui Jucheng, grew due to a higher contribution from software sales and technical consultancy services, which generate significantly higher margins than the corporate average. Anhui Jucheng achieved gross profit of $0.7 million and gross margin of 10%, for the three months ended June 30, 2011, an improvement from 7% to 8% for the last three quarters in fiscal 2011. Given the variance in the product mix, margins will fluctuate on a quarter by quarter basis.
 
Operating expenses for the three months ended June 30, 2011 were approximately $1.5 million, compared to $0.8 million in the same period in 2010 due primary to the acquisition of Anhui Jucheng subsequent to last years’ first fiscal quarter. Operating margins were 21.2% and 35.3% for the first quarter of 2012 and 2011, respectively.
 
Net income attributable to LianDi common shareholders increased to $2.3 million for the three months ended June 30, 2011 from $1.8 million in the same period a year ago. Earnings per share was $0.07 and $0.06 for the three month ended June 30, 2011 and 2010, respectively, based on 36.4 million and 30.1 million weighted average shares outstanding, respectively.

 
 

 
 
“Our performance during the first quarter of fiscal year 2012 reflects our ability to capitalize on the rapid growth across the entire petroleum industry value chain in China which we currently service,” continued Chairman Zuo, Chairman. “We have worked diligently to diversify our business, while increasing sales to existing major integrated oil customers in China and believe we have built a platform for sustained future growth. While Jucheng achieved the highest profitability since we acquired the business, our goal is to achieve further efficiencies in manufacturing and distribution which will enable us to make further margin improvements.”
 
Balance Sheet and Cash Flow
 
As of June 30, 2011, we had cash and cash equivalents of $64.4 million, compared to $73.2 million on June 30, 2010. A majority of our cash is held outside of the PRC at banks located in Hong Kong and Japan. The decrease of our cash and cash equivalents during the three months ended June 30, 2011 was mainly due to the repayment of approximately $6.0 million of third party loans. We had approximately $19.6 million of bank credit facilities available on June 30, 2011.
 
Working capital was $72.6 million on June 30, 2011 compared to $71.1 million on March 31, 2011. Accounts receivable increased to $17.6 million on June 30, 2011 from $12.3 million on March 31, 2011. LianDi typically carries a higher accounts receivable balance in the first quarter of its fiscal year as new orders are shipped. Approximately 57% of its June 30, 2011 accounts receivable balance is due within 90 days. The current ratio was 3.2 and 2.9 on June 30, 2011 and on March 31, 2011, respectively.
 
For the three months ended June 30, 2011, we had approximately $3 million of net outflows from operating activities and spent approximately $1.4 million on capital expenditures. The majority of the cap expenditure was related to the purchase of oil sludge cleaning equipment and expansion of Anhui Jucheng’s manufacturing facilities.
 
Fiscal year 2012 Guidance
 
Management has reaffirmed its fiscal 2012 guidance provided on April 11, 2011. We expect to achieve the following:
 
   
FY 2012
   
Year-over-year Change
 
             
Revenue
  $ 195.4 million       +39 %
Net Income
  $ 35.5 million       +47 %
 
We expect Anhui Jucheng to sell approximately 15,000 to 18,000 tons of specialty chemicals in fiscal 2012 and achieve at least $34 million of net revenue. LianDi owns a 51% equity interest in Anhui Jucheng and consolidates revenues.

 
 

 
 
Conference Call
 
Date:
Monday, August 15, 2011
Time:
10:00 a.m. Eastern Time, U.S.
Conference Dial-In (U.S.):
+1-877-941-8416
International Dial-In:
+1-480-629-9808
Conference ID:
4466488
Webcast:
http://viavid.net/dce.aspx?sid=00008BC0

Please dial in at least 10 minutes before the call to ensure timely participation. A playback will be available through August 22, 2011. To listen, please call 1-877-870-5176 within the United States or 1-858-384-5517 if calling internationally. Utilize the pass code 4466488 for the replay.

This call is being webcast by ViaVid Broadcasting and can be accessed by clicking on the following link: http://viavid.net/dce.aspx?sid=00008BC0 or at ViaVid's website at http://www.viavid.net.
 
About LianDi Clean Technology Inc.
 
LianDi was established in July 2004 to serve the largest Chinese petroleum and petrochemical companies. Through our operating subsidiaries, which are Hua Shen Trading (International) Ltd., Petrochemical Engineering Ltd., Bright Flow Control Ltd., Hongteng Technology Limited, Beijing JianXin Petrochemical Engineering Ltd., Beijing Hongteng Weitong Technology Co., Ltd., and Anhui Jucheng Fine Chemicals Co., Ltd., the Company: (i) distributes a wide range of petroleum and petrochemical valves and equipment, including unheading units for the delayed coking process, as well as provides associated value-added technical services; (ii) provides systems integration and other technical consultancy services; (iii) develops and markets proprietary optimization software; (iv) distributes and leases oil sludge cleaning equipment and provides oil sludge cleaning services; and (v) manufactures and sells industrial chemical products through its majority-owned subsidiary, Anhui Jucheng.
 
About Non-GAAP Financial Measures
 
To supplement the unaudited condensed consolidated statement of income and comprehensive income presented in accordance with the Accounting Principles Generally Accepted in the United States of America ("GAAP"), we also provided non-GAAP measures of net income available to common stockholders and the basic and diluted earnings per share for the three months ended June 30, 2010, which are adjusted from results based on GAAP to exclude the non-cash charge recorded, which related to the fair value of the escrow share allocated to the Series A preferred stock, treated as a deemed dividend, and a deduction of net income available to common stockholders for the three months ended June 30, 2010.  The non-GAAP financial measures are provided to enhance the investors' overall understanding of our current performance in on-going core operations as well as prospects for the future. These measures should be considered in addition to results prepared and presented in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.  We use both GAAP and non-GAAP information in evaluating and operating business internally and therefore deem it important to provide all of this information to investors.

 
 

 

The following table presents reconciliation of our non-GAAP financial measures to the unaudited condensed consolidated statements of income and comprehensive income for the three months ended June 30, 2010: (All amounts in US dollar)
 
   
For the three months ended 
June 30, 2010
 
   
(US $)
   
(US $)
 
   
GAAP
   
NON GAAP
 
             
Net income attributable to LianDi Clean stockholders
    3,413,114       3,413,114  
Preferred stock deemed dividend
    (1,142,513 )     -  
Preferred stock dividend
    (493,899 )     (493,899 )
Net income attributable to common stockholders -Basic
    1,776,702       2,919,215  
Preferred stock deemed dividend
    -       -  
Preferred stock dividend
    -       493,899  
Net income attributable to common stockholders -Diluted
    1,776,702       3,413,114  
                 
Earnings per share
               
Earnings per common share
               
Basic
  $ 0.06     $ 0.10  
Diluted
  $ 0.06     $ 0.09  
                 
Weighted average number of common shares outstanding:
               
Basic
    29,369,761       29,369,761  
Diluted
    30,113,633 (1)     37,188,722 (2)
 
 
 

 
 
(1)
The effect of the potential dilutive convertible preferred stock was not included, because the effect is anti-dilutive upon recognition of the deemed dividend in accordance to US GAAP.
 
(2)
The effect of the potential dilutive convertible preferred stock was included, because the effect is dilutive regardless the recognition of the deemed dividend under NON-GAAP measures.
 
Cautionary Statement Regarding Forward-Looking Information
 
This press release may contain certain "forward-looking statements" relating to the business of LianDi and its subsidiary companies. All statements, other than statements of historical fact included herein, are "forward-looking statements" including statements regarding: the impact of the proceeds from the private placement on the Company's short term business and operations; the general ability of the Company to achieve its commercial objectives, including the ability of the Company to sustain growth; the business strategy, plans and objectives of the Company and its subsidiaries; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. 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 (http://www.sec.gov)
 
For more information, please contact:
 
Investor Relations:
    MZ-HCI
    Ted Haberfield, Executive VP
    Tel:   +1-760-755-2716
    Web: www.mz-hci.com
    Email: thaberfield@hcinternational.net
 
— Financial Tables Follow –

 
 

 
 
LIANDI CLEAN TECHNOLOGY INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS

   
June 30,
   
March 31,
 
   
2011
   
2011
 
   
(Unaudited)
       
ASSETS
           
Current Assets
           
Cash and cash equivalents
  $ 64,362,210     $ 73,242,735  
Restricted cash
    4,405,775       4,122,085  
Notes receivable
    706,955       545,519  
Accounts receivable, net of $nil allowance
    17,566,862       12,293,961  
Inventories
    5,793,815       5,920,514  
Prepayments to suppliers
    11,473,942       9,469,765  
Prepaid expenses and deposits
    1,262,922       1,612,736  
Other receivables, net of $nil allowance
    441,391       462,352  
Pledged trading securities
    11,592       11,592  
Prepaid land use right – current portion
    45,034       47,902  
Total current assets
    106,070,498       107,729,161  
Other Assets
               
Property and equipment, net
    11,141,216       11,307,135  
Intangible assets, net
    4,687,992       4,787,175  
Prepaid land use right – non-current portion
    1,847,082       1,828,266  
Deposit for land use rights
    1,378,330       1,360,503  
Deposits for fixed assets
    1,271,101       -  
Construction in progress
    1,525,522       860,738  
Goodwill
    370,318       365,528  
Total assets
  $ 128,292,059     $ 128,238,506  
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current Liabilities
               
Short term bank loans
  $ 5,209,406     $ 2,678,187  
Accounts payable
    6,202,415       4,049,470  
Deferred revenue
    1,258,359       1,257,883  
Other payables and accrued expenses
    7,801,796       15,438,576  
Provision for income tax
    1,089,161       635,142  
Due to shareholders
    7,441,350       8,046,181  
Due to non-controlling interests
    4,107,520       4,141,332  
Preferred stock dividend payable
    385,822       416,696  
Total current liabilities
    33,495,829       36,663,467  
Deferred tax liability
    668,732       675,258  
Total liabilities
    34,164,561       37,338,725  
Commitments and Contingencies
               
8% Series A contingently redeemable convertible preferred stock (25,000,000 shares authorized; par value: $0.001 per share; 5,034,940 and 5,517,970 shares issued and outstanding, respectively; aggregate liquidation preference amount: $18,008,112 and $19,729,591, including accrued but unpaid dividend of $385,822 and $416,696 at June 30, 2011 and March 31, 2011, respectively)
    12,837,153       14,068,693  
Stockholders’ Equity
               
Common stock (par value: $0.001 per share; 50,000,000 shares authorized; 31,409,910 and 30,926,880 shares issued and outstanding at June 30,2011 and March 31,2011, respectively)
    31,410       30,927  
Additional paid-in capital
    25,621,249       24,294,437  
Statutory reserves
    1,203,780       1,190,690  
Retained earnings
    45,745,587       43,505,802  
Accumulated other comprehensive income
    2,635,154       1,879,286  
Total LianDi Clean stockholders’ equity
    75,237,180       70,901,142  
Non-controlling interests
    6,053,165       5,929,946  
Total equity
    81,290,345       76,831,088  
                 
Total liabilities and stockholders’ equity
  $ 128,292,059     $ 128,238,506  
 
 
 

 

LIANDI CLEAN TECHNOLOGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

   
For the Three Months
Ended June 30,
 
   
2011
   
2010
 
   
(Unaudited)
   
(Unaudited)
 
Net revenue:
           
Sales and installation of equipment
  $ 4,039,909     $ 6,349,134  
Sales of software
    5,269,877       2,805,799  
Services
    246,112       3,101  
Sales of industrial chemicals
    7,156,538       -  
Total net revenues
    16,712,436       9,158,034  
Cost of revenue:
               
Cost of equipment sold
    (3,359,849 )     (5,031,416 )
Amortization of intangibles
    (156,897 )     (149,484 )
Cost of software
    (1,670,046 )     -  
Cost of chemical products sold
    (6,435,672 )     -  
Total cost of revenue
    (11,622,464 )     (5,180,900 )
                 
Gross profit
    5,089,972       3,977,134  
Operating expenses:
               
Selling expenses
    (593,887 )     (140,942 )
General and administrative expenses
    (842,919 )     (546,373 )
Research and development cost
    (108,074 )     (59,310 )
Total operating expenses
    (1,544,880 )     (746,625 )
                 
Income from operations
    3,545,092       3,230,509  
Other income (expenses), net
               
Interest income
    8,499       26,014  
Interest and bank charges
    (145,938 )     (145,631 )
Exchange losses, net
    (366,175 )     (69,768 )
Value added tax refund
    -       369,183  
Others
    67,377       2,807  
Total other income (expenses), net
    (436,237 )     182,605  
                 
Income before income tax
    3,108,855       3,413,114  
Income tax expense
    (446,735 )     -  
                 
NET INCOME
    2,662,120       3,413,114  
Income attributable to noncontrolling interests
    (45,309 )     -  
                 
Net income attributable to LianDi Clean stockholders
  $ 2,616,811     $ 3,413,114  
Preferred stock deemed dividend
    -       (1,142,513 )
Preferred stock dividend
    (363,936 )     (493,899 )
                 
Net income available to LianDi Cleans common stockholders
  $ 2,252,875       1,776,702  
                 
Net income attributable to LianDi Clean stockholders
  $ 2,616,811     $ 3,413,114  
                 
Other comprehensive income attributable to LianDi Clean stockholders:
               
Foreign currency translation adjustment
    755,868       154,889  
                 
Comprehensive income attributable to LianDi Clean stockholders:
    3,372,679       3,568,003  
                 
Comprehensive income attributable to non-controlling interests
    123,219       -  
                 
TOTAL COMPREHENSIVE INCOME
  $ 3,495,898     $ 3,568,003  
                 
Earnings per share attributable to LianDi Clean stockholders:
               
Basic
  $ 0.07     $ 0.06  
Diluted
  $ 0.07     $ 0.06  
                 
Weighted average number of shares outstanding:
               
Basic
    31,236,783       29,369,761  
Diluted
    36,444,850       30,113,633  
 
 
 

 

LIANDI CLEAN TECHNOLOGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

   
For the Three Months
Ended June 30,
 
   
2011
   
2010
 
   
(Unaudited)
   
(Unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
  $ 2,662,120     $ 3,413,114  
Adjustments for:
               
Depreciation of property and equipment
    348,459       15,779  
Amortization of intangible assets
    169,774       151,976  
Loss on disposal of fixed assets
    2,292       -  
Deferred tax liabilities
    (15,305 )     -  
Share-based compensation costs
    95,755       -  
Decrease (increase) in assets:
               
Accounts receivable
    (5,105,199 )     1,901,965  
Notes receivable
    (153,587 )     -  
Inventories
    203,351       11,111  
Prepayments to suppliers
    (2,940,096 )     (3,161,029 )
Prepaid expenses and other current assets
    390,177       (5,705,645 )
Increase (decrease) in liabilities:
               
Accounts payable
    2,593,185       2,894  
Deferred revenue and accruals
    (1,704,253 )     (425,027 )
Income tax payable
    444,365       -  
Net cash used in operating activities
    (3,008,962 )     (3,794,862 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchase of property, plant and equipment
    (541,658 )     (61,282 )
Prepayment for construction in progress
    (429,347 )     -  
Deposits for fixed assets
    (459,482 )     -  
Purchase of intangible assets
    -       (15,657 )
Advance to other entities
    -       (4,828,972 )
Net cash used in investing activities
    (1,430,487 )     (4,905,911 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Increase in restricted cash
    (263,648 )     (1,466,596 )
Repayment of short term bank loans
    (695,392 )     -  
New bank loans
    3,200,629       -  
Repayment to non-controlling interests
    (87,677 )     -  
Repayment to shareholders
    (678,136 )     (343,194 )
Repayment to other entities
    (6,090,809 )     -  
Payment of preferred stock dividend
    (394,810 )     -  
Net cash used in financing activities
    (5,009,843 )     (1,809,790 )
                 
Effect of foreign currency translation on cash
    568,766       127,673  
                 
Decrease in cash and cash equivalents
    (8,880,525 )     (10,382,890 )
Cash and cash equivalents, beginning of period
    73,242,735       59,238,428  
                 
CASH AND CASH EQUIVALENTS, end of period
  $ 64,362,210     $ 48,855,538