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8-K - FORM 8-K - China TransInfo Technology Corp.form8k.htm


  
   
Company Contact: Investor Relations Contact:
Ms. Fan Zhou, Investor Relations Director Mr. John Harmon, CFA, Sr. Account Manager
China TransInfo Technology Corp. CCG Investor Relations
E-mail: ir@ctfo.com E-mail: john.harmon@ccgir.com
Tel: + 86 10–5169 1657 Tel: +86 10–8573 1014
  Website: www.ccgirasia.com
   
For Immediate Release:  

China TransInfo Announces Fourth-Quarter and Full Year 2011 Results

  • Revenues of $167.0 Million in 2011 Increased 36.1% Versus 2010

Beijing, China – March 29, 2012, China TransInfo Technology Corp. (NASDAQ: CTFO) (“China TransInfo” or the “Company”), a leading provider of comprehensive intelligent transportation systems (“ITS”) in China through its affiliate, China TransInfo Technology Group Co., Ltd. (the “Group Company”), today reported financial results for the fourth quarter and full year ended December 31, 2011.

Fourth-Quarter 2011 Highlights:

  • Revenue increased 24.3% year over year to $48.2 million
  • Net income was $5.0 million, or $0.20 per diluted share
  • Adjusted net income was $5.1 million, or $0.20 per diluted share(*)

Full Year 2011 Highlights:

  • Revenue increased 36.1% year over year to $167.0 million
  • Net income was $14.0 million, or $0.55 per diluted share
  • Adjusted net income was $15.1 million, or $0.60 per diluted share(*)

“We are pleased to report another quarter of strong revenue growth, including stronger-than-expected results from our transportation business in ITS markets, which pushed 2011 revenues well ahead of our guidance,” commented Mr. Shudong Xia. “On the bottom line, we achieved solid profitability despite the challenge of increasing project execution costs. In addition, we turned operating cash-flow positive in the fourth quarter due to improved collections towards year-end. We remain committed to growing our business alongside the favorable dynamics in China’s transportation market.”


CTFO Reports Fourth Quarter and Full Year 2011 Results

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Fourth-Quarter 2011 Results

For the quarter ended December 31, 2011, revenue increased 24.3% to $48.2 million from $38.8 million in the year-ago quarter. The increase in revenue was driven primarily by a 14.1% increase in transportation revenue, mainly resulting from strong performance in the highway ITS. Revenue from products and applications in the transportation business sector was $42.4 million, or 87.9% of total revenue, compared to $37.1 million, or 95.8% of total revenue, in the year-ago quarter. The remainder of revenue derived from Digital City, land and resources, and other business categories.

Gross profit decreased 8.8% to $12.6 million in the fourth quarter of 2011, as compared to $13.8 million in the year-ago quarter. The gross margin in the fourth quarter of 2011 decreased to 26.1% from 35.5% in the year-ago quarter, mainly due to lower margins year-over-year in the expanded ITS business. Sequentially, gross margin improved by more than 150 basis points from 24.5% in the third quarter of 2011.

Selling expenses were $1.6 million, compared to $1.3 million in the fourth quarter of 2010. General and administrative expenses were $8.0 million, compared to $5.9 million in the fourth quarter of 2010. The increase was primarily due to increases in year-end performance bonuses, as well as travel, entertainment and office expenses from expanded operations and higher sales volume. Total operating expenses were $9.6 million, an increase of 32.8% from $7.2 million in the year-ago quarter. Operating income decreased to $3.0 million from $6.6 million in the fourth quarter of 2010.

In the fourth quarter, subsidy income was $4.4 million, as compared to $0.1 million in the year-ago quarter, owing to several projects receiving government subsidies due to their qualification for national development policies, such as the Pedestrian Navigation project being developed by the Company.

Net income decreased 14.7% to $5.0 million, or $0.20 per diluted share, compared to $5.8 million, or $0.23 per diluted share, in the year-ago quarter. Adjusted net income, which excludes $0.1 million in non-cash stock-based compensation expense and $0.01 million in intangible amortization expense from acquisitions, decreased 10.9% to $5.1 million, or $0.20 per diluted share, compared to $5.8 million, or $0.23 per diluted share, in the comparable period of 2010(*).  Weighted average diluted shares outstanding decreased to 25,272,585 shares from 25,279,920 shares in the year-ago quarter.


CTFO Reports Fourth Quarter and Full Year 2011 Results

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Full Year 2011 Results

Revenue for the year ended December 31, 2011, increased 36.1% to $167.0 million, compared to $122.7 million in 2010. Gross profit increased 5.3% to $44.7 million from $42.4 million a year ago. Operating income declined 25.6% to $14.9 million from $20.0 million in 2010. Net income decreased 9.7% to $14.0 million, or $0.55 per diluted share compared to net income of $15.5 million, or $0.63 per diluted share, in 2010.

Adjusted net income, which excludes non-cash stock based compensation expense of $1.0 million and amortization expense of intangibles from acquisitions of $0.1 million, decreased 9.9% to $15.1 million, or $0.60 per diluted share, compared to $16.8 million, or $0.68 per diluted share, in 2010(*). Weighted average diluted shares outstanding increased to 25.3 million shares from 24.7 million shares in 2010.

(*) Please refer to the table at the end of this press release for a reconciliation of net income and diluted earnings per share (“EPS”) to exclude non-cash stock-based compensation and amortization expense of intangibles from acquisitions.

Financial Condition

As of December 31, 2011, cash and cash equivalents totaled $45.0 million, compared to $43.9 million as of December 31, 2010. The increase in cash and cash equivalents during 2011 was primarily due to a $22.1 million increase in the fourth quarter, which was primarily attributable to decreases in accounts receivable and prepayments during the fourth quarter. For the year ended December 31, 2011, cash flow from operations was positive $3.2 million due to improved collections toward the year end. Working capital increased to $97.3 million compared to $73.8 million as of December 31, 2010. Stockholders’ equity was $149.9 million compared to $111.2 million as of December 31, 2010.

Recent Developments

On February 21, 2012, the Company announced that its Board of Directors had received a preliminary, non-binding proposal from its Chairman and Chief Executive Officer, Mr. Shudong Xia, in which Mr. Xia stated his intention to acquire all of the outstanding shares of the Company’s common stock not currently owned by him in a going-private transaction at a proposed price of $5.65 per share in cash. According to the proposal letter, the acquisition is intended to be funded with a combination of debt and equity financing. Mr. Xia currently beneficially owns approximately 27.85% of the Company’s common stock.


CTFO Reports Fourth Quarter and Full Year 2011 Results

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The Company’s Board of Directors established a special committee of independent directors to consider this proposal and any additional proposals that may be made by Mr. Xia and his affiliates, if any. The special committee has retained William Blair & Company, L.L.C. as its financial advisor and Shearman & Sterling LLP as its legal counsel in consideration of such matters. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that a transaction with Mr. Xia or any other transaction will be approved or consummated.

Business Outlook

China TransInfo has successfully developed a first-generation commercial vehicle monitoring and control platform for the Ministry of Transport. To date, the Company has recorded more than 1.32 million vehicles registered on the platform and recorded approximately 460,000 active users. The Company has completed the development of its Freight Transport Safety Information Monitoring and Services System as well as the Passenger Coach Public Service Platform and put them into operation.

Mr. Xia continued, “At the end of the fourth quarter, our sales backlog was approximately $173 million, compared to $175 million at the end of the third quarter of 2011. We signed roughly $44 million in contracts during the fourth quarter. For the full 2012 fiscal year, we expect revenues to be approximately $170 million and adjusted net income, which excludes non-cash stock based compensation expense and amortization expense of intangibles from acquisitions, to be approximately $14 million.”

Conference Call

The Company will host a conference call on Thursday, March 29, 2012, at 8:00 a.m. Eastern Daylight Time to discuss its financial results for the fourth quarter and full year ended December 31, 2011.

The earnings release will be available on the Investor Relations page of the Company’s website at: http://www.chinatransinfo.com/news.html.


CTFO Reports Fourth Quarter and Full Year 2011 Results

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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 +1 (706) 643-0585. When prompted by the operator, enter conference pass code 64531687.

A replay will be available for 14 days starting on Thursday, March 29, 2012 at 10:00 a.m. Eastern Daylight Time and can be accessed by dialing (855) 859-2056. International callers should dial +1 (404) 537-3406. When prompted, enter conference pass code 64531687.

An archived webcast of the call will be available on the Company’s website at http://www.chinatransinfo.com/WebCast.aspx?sortId=44&sortPId=5. To listen to the live webcast, please go to the Company’s website at least fifteen minutes prior to the start of the call to register, download and install any necessary audio software.

Use of Non-GAAP Financial Information

GAAP results for the three months and the year ended December 31, 2011 and 2010 include non-cash share based compensation and amortization of intangible assets from acquisitions. To supplement the Company’s condensed consolidated financial statements presented on a GAAP basis, the Company has provided non-GAAP financial information, which are adjusted net income and adjusted earnings per share, excluding the impact of these items in this release. The Company’s management believes that these non-GAAP measures provide investors with a better understanding of how the results relate to the Company’s historical performance. The additional adjusted information is not meant to be considered in isolation or as a substitute for GAAP financials. The adjusted financial information that the Company provides also may differ from the adjusted information provided by other companies. Management believes that these adjusted financial measures are useful to investors because they exclude non-cash expenses that management excludes when it internally evaluates the performance of the Company’s business and makes operating decisions, including internal budgeting, and performance measurement, as these measures provide a consistent method of comparison to historical periods. As a result, the provision of these adjusted measures allows investors to evaluate the Company’s performance using the same methodology and information as that used by the Company’s management. Moreover, management believes that these adjusted measures reflect the essential operating activities of the Company. Non-GAAP measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and because they involve the exercise of judgment of which charges are excluded from the adjusted financial measure. However, the Company’s management compensates for these limitations by providing the relevant disclosure of the items excluded. A reconciliation of adjustments to GAAP results appears in Table 1 below.


CTFO Reports Fourth Quarter and Full Year 2011 Results

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CHINA TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARIES

Table 1—Reconciliation of Non-GAAP Financial Data

    For the three months ended     For the three months ended  
    December 31, 2011,     December 31, 2010,  
    Net Income     Diluted EPS     Net Income     Diluted EPS  
Amount per consolidated statement of operations $ 4,990,744 $ 0.20 $ 5,849,638 0.23
                         
Adjustments:                        
 Amortization of intangible assets from   11,723     0.00     48,298     0.00  
 acquisitions (1)                        
 Non-cash share based compensation   147,209     0.01     (119,203 )   0.00  
                         
Adjusted Amount $ 5,149,676   $ 0.20   $ 5,778,733   $ 0.23  
                         
                         
    For the year ended     For the year ended  
    December 31, 2011,     December 31, 2010,  
    Net Income     Diluted EPS     Net Income     Diluted EPS  
Amount per consolidated statement of operations $ 13,967,152 $ 0.55 $ 15,469,158 $ 0.63
                         
Adjustments:                        
 Amortization of intangible assets from   147,315     0.01     189,955     0.00  
 acquisitions (1)                        
 Non-cash share based compensation   1,018,431     0.04     1,127,841     0.05  
                         
Adjusted Amount $ 15,132,898   $ 0.60   $ 16,786,954   $ 0.68  

(1) Amortization of intangible assets from acquisitions of Beijing Transwiseway in 2008 and UNISITS in 2009.

About China TransInfo

China TransInfo, through its affiliate, the Group Company and the Group Company’s PRC operating subsidiaries, is primarily focused on providing urban and highway transportation management solutions and information services. The Company is a leading transportation information products and comprehensive solutions provider, and aims to be the largest real time transportation information service provider and major fleet management service provider in China. As the co-formulator of several transportation technology national standards, the Company owns nine patents and has won a majority of the model cases awarded by the PRC Ministry of Transport. As a result, the Company is playing a key role in setting the standards for transportation information solutions in China. For more information, please visit the Company’s website at http://www.chinatransinfo.com.


CTFO Reports Fourth Quarter and Full Year 2011 Results

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Safe Harbor Statement

This press release contains certain statements that may include “forward looking statements”. All statements other than statements of historical fact included herein are “forward-looking statements”. 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. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You 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 (http://www.sec.gov). All forward-looking statements attributable to the Company or 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 —

 

 



CTFO Reports Fourth Quarter and Full Year 2011 Results

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CHINA TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARIES

Consolidated Balance Sheets (unaudited)

             
    December 31,     December 31,  
    2011     2010  
ASSETS            
Current Assets            
Cash and cash equivalents $ 45,032,637   $ 43,916,597  
Restricted cash   3,560,246     3,131,660  
Accounts receivable, net of allowance for doubtful accounts of $169,060 and $92,749, respectively   36,902,155     26,881,280  
Inventories   5,993,121     1,079,221  
Costs and estimated earnings in excess of billings on uncompleted contracts   42,917,900     38,626,089  
Prepayments   8,828,290     18,551,801  
Other receivables   15,636,967     10,632,452  
Deferred tax assets   26,467     25,508  
                                               Total current assets   158,897,783     142,844,608  
             
Long-term investments   10,638,712     8,760,692  
             
Property and equipment, net   10,848,345     10,878,276  
             
Long-term prepayment for land use right   3,694,493     -  
             
Intangible assets, net   16,383,300     7,402,829  
             
Goodwill   10,707,525     10,319,768  
             
Other assets   337,258     319,679  
             
Total assets   211,507,416     180,525,852  
             
LIABILITIES AND SHAREHOLDERS' EQUITY            
Current Liabilities:            
Accounts payable   29,010,462     32,296,459  
Short-term borrowings from banks   7,791,300     13,728,850  
Billings in excess of costs and estimated earnings on uncompleted contracts   12,760,278     14,080,475  
Accrued liabilities and other current liabilities   12,043,530     8,988,180  
                                               Total current liabilities   61,605,570     69,093,964  
             
Other long-term liability   -     200,699  

Total liabilities

     61,605,570       69,294,663  

Commitments and contingencies

           

 

           

Stockholders' equity :

           

Preferred stock, par value $0.001 per share, 10,000,000 shares authorized and 0 shares issued and outstanding

- -

Common stock, par value $0.001 per share, 150,000,000 shares authorized, 25,270,069 and 25,270,069 issued and outstanding, respectively

25,270 25,270

Additional paid-in capital

  51,484,878     42,887,452  

Retained earnings

  61,384,633     47,417,481  

Accumulated other comprehensive income

  9,618,689     5,027,744  

Total China TransInfo Technology Corp Stockholders

           

equity

  122,513,470     95,357,947  

Noncontrolling interests

  27,388,376     15,873,242  

 

           

Total stockholders' equity

  149,901,846     111,231,189  
             
Total liabilities and stockholders' equity   211,507,416     180,525,852  


CTFO Reports Fourth Quarter and Full Year 2011 Results

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CHINA TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARIES

Consolidated Statements Income (unaudited)
         
  Three Months Ended December 31, Twelve Months Ended December 31,
  2011 2010 2011 2010

Net sales

$  48,187,903   $  38,755,028   $  167,023,594   $  122,727,958  

Cost of sales

35,634,641 24,990,937 122,347,769 80,279,465

Gross profit

  12,553,262     13,764,091     44,675,825     42,448,493  

Total operating expenses

9,550,904 7,194,543 29,825,080 22,481,758

Income from operations

  3,002,358     6,569,548     14,850,745     19,966,735  

Non-operating income (expense):

       

                 Interest income

  70,087     26,561     251,877     127,468  

                 Interest expense

(153,022 ) (144,653 ) (832,811 ) (470,711 )

                 Subsidy income

  4,355,261     147,336     4,792,137     1,574,928  

                 Other income (expense), net

36,005 156,019 189,864 (54,443 )

                       Total non-operating income

  4,308,331     185,263     4,401,067     1,177,242  

Income before income taxes, noncontrolling interests, and gain on equity investments in affiliates

7,310,689 6,754,811 19,251,812 21,143,977

Income taxes

  627,777     626,173     1,955,760     2,074,187  

Net income before non-controlling interests and gain on

       

equity investments in affiliates net income

  6,682,912     6,128,638     17,296,052     19,069,790  

Gain (loss) on equity investments in affiliates due to

       

proportional shares of the affiliates net income

  708,671     1,447,671     2,483,068     1,307,679  

Net income before non-controlling interests

7,391,583 7,576,309 19,779,120 20,377,469

Non-controlling interests in net income of subsidiary

  2,400,839     1,726,671     5,811,968     4,908,311  
Net income   4,990,744     5,849,638   $  13,967,152   $  15,469,158  
Weighted average number of shares of outstanding:                        
                   Basic   25,270,069     25,270,069     25,270,069     24,647,707  
                   Diluted   25,272,585     25,279,920     25,273,236     24,683,208  
Earnings per share -                        
                   Basic   0.20   $  0.23   $  0.55   $  0.63  
                   Diluted   0.20   $  0.23   $  0.55   $  0.63  
Comprehensive income                        
                 Net income including noncontrolling interest $  7,391,583   $  7,576,309   $  19,779,120   $  20,377,469  
                 Translation adjustments   1,080,981     1,249,862     4,590,945     2,912,698  
Comprehensive income $  8,472,564   $  8,826,171   $  24,370,065   $  23,290,167  
                 Comprehensive income attributable to noncontrolling interest $

2,400,839

$

1,726,671

$

5,811,968

$

4,908,311

                 Comprehensive income attributable to CTFO $  6,071,725   $  7,099,500   $  18,558,097   $  18,381,856  

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CHINA TRANSINFO TECHNOLOGY CORP. AND SUBSIDIARIES    
             
Condensed Consolidated Statements of Cash Flows (unaudited)    
             
    Twelve Months Ended December 31,  
    2011     2010  
Cash flows from operating activities:            
Net income $  13,967,152   $  15,469,158  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:        
                   Noncontrolling interests   5,811,968     4,908,311  
                   Depreciation and amortization expenses   2,579,679     2,007,246  
                   Stock-based compensation   1,090,827     1,160,016  
                   Gain on equity investments in affiliates due to proportional shares of the affiliates net income   (2,483,068 )   - (1,307,679 )
                   Gain on disposal of portion equity of subsidiary to noncontroling interest   (41,041 )    
                   Dividends income   (26,780 )      
                   Loss on disposal of property and equipment   24,984     (1,615 )
                   Allowance for doubtful accounts   71,697     51,918  
                   Deferred Income Tax   -     4,081  
                   (Increase) Decrease in assets:            
                               Restricted cash   (306,097 )   (1,449,515 )
                               Accounts receivable   (8,942,846 )   (11,171,621 )
                               Inventories   (4,797,803 )   (566,109 )
                               Prepaid expenses and other current assets   10,257,131     (12,215,219 )
                               Other receivables   (4,815,425 )   (3,224,644 )
                               Cost and estimated earnings in excess of billings on uncompleted contracts   (2,796,436 )   (3,528,851 )
                               Other assets   44,938     564,805  
                   (Decrease) Increase in liabilities:         -  
                               Accounts payable   (3,658,735 )   10,592,767  
                               Billings in excess of costs and estimated earnings on uncompleted contracts   (1,820,592 )   - (3,434,336 )
                               Accrued liabilities and other current liabilities   (922,079 )   6,007,590  
Net cash used in operating activities $  3,237,474   $  3,866,303  
             
Cash flows from investing activities:            
       Proceeds from disposal of property and equipment $  54,303   $  64,861  
       Purchases of property and equipment   (2,679,638 )   (1,841,087 )
       Purchases of intangible assets   (2,064,112 )   (2,933,180 )
       Payments for acquisition of companies   (890,989 )   (260,966 )
       Payments for land use right   (3,637,221 )      
       Dividends from equity or cost investees   984,901     822,855  
       Cash received from disposal of minority-owned company   221,283      
             

CTFO Reports Fourth Quarter and Full Year 2011 Results

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       Cash from acquisition         73,970  
       Net cash used in investing activities   (8,011,473 )   (4,073,547 )
             
Cash flows from financing activities:            
       Proceeds from short-term borrowings   8,910,451     13,388,570  
       Payments of short-term borrowings   (15,263,811 )   (7,544,940 )
       Noncontrolling interest's capital contribution   12,172,108     209,335  
Payment of dividends to noncontrolling interests from subsidiaries   (1,543,820 )   (51,779 )
       Proceeds from issuing common shares   -     10,000,000  
       Payments to third parties for stock financing   (8,500 )   (611,601 )
Net cash provided by financing activities   4,266,428     15,389,585  
             
Effect of foreign currency exchange translation   1,623,612     1,333,836  
             
Net increase in cash   1,116,040     16,516,177  
             
Cash and cash equivalents - beginning   43,916,597     27,400,420  
Cash and cash equivalents - ending $  45,032,637   $  43,916,597  
    -        
Supplemental disclosures:            
       Interest paid $  835,998   $  416,554  
       Income taxes paid $  1,920,446   $  787,449  
             
Supplemental disclosures of cash flow for non-cash transaction:        
       Payment of dividends to noncontrolling interests from subsidiaries $  327,950   $  -  
       Noncontrolling interest's capital contribution $  116,220   $  -  
       Noncontrolling interest shareholders’ contributed intangible assets as investment $  6,915,059   $  -  

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