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8-K - CURRENT REPORT - SHARING ECONOMY INTERNATIONAL INC.f8k081412_cleantech.htm
EX-99.2 - PRESS RELEASE ISSUED ON AUGUST 10, 2012 RELATING TO THE CONFERENCE CALL. - SHARING ECONOMY INTERNATIONAL INC.f8k081412ex99ii_cleantech.htm
Exhibit 99.1

Company Contact:
Mr. Ryan Hua
Vice President of Operations
Cleantech Solutions International, Inc.
Email: ryanhua@cleantechsolutionsinternational.com
Web: www.cleantechsolutionsinternational.com

Investor Relations Contact:
Ms. Elaine Ketchmere
CCG Investor Relations
Tel: +1-310-954-1345
Email: elaine.ketchmere@ccgir.com
Web: www.ccgirasia.com

Cleantech Solutions International Reports Second Quarter 2012 Results
 
Wuxi, Jiangsu Province, ChinaAugust 14, 2012 –Cleantech Solutions International, Inc. (“Cleantech Solutions” or “the Company”) (NASDAQ: CLNT), a manufacturer of metal components and assemblies, primarily used in the wind power, solar, dyeing and finishing equipment and other clean technology industries, today announced its financial results for the three and six months ended June 30, 2012.
 
“During the second quarter of 2012, we experienced growing market demand for our dyeing equipment, forger rolled ring products, and solar components as compared to the first quarter of 2012. Our revenue growth compared to the first quarter of 2012 reflected an overall modest increase in market demand," commented Mr. Jianhua Wu, Chairman and Chief Executive Officer of Cleantech Solutions. “In recent years, the exponential growth of China’s wind power industry resulted in this segment accounting for a significant percentage of our total revenue. However, over the past several quarters, we have started to diversify our revenue base with great success and hope to continue to modify our product portfolio to cater to other heavy equipment industries, the solar industry, LED lighting industry and other clean technology industries,” added Mr. Wu.
 
 
1

 
 
Second Quarter 2012 Results
 
Revenue for the second quarter of 2012 increased 1.8% to $12.8 million, compared to $12.6 million for the same period of 2011. Sequentially, revenue increased 36.4% compared to the first quarter of 2012.
 
Revenue from the sale of forged rolled rings to the wind power industry and other industries decreased 5.7% to $8.2 million, or 64.0% of net revenue, compared to $8.7 million, or 69.1% of net revenue, in the same period last year. The decrease in revenue was mainly due to decline in market demand for capital equipment related to wind power industry, which was partly offset by an increase in revenue from the Company’s forged rolled rings and related products for other industries.
 
The increase in revenue is summarized as follows:
 
Revenue from the sale of forged rolled rings exclusively to the wind power industry fell 25.7% to $4.6 million, representing 36.2% of net revenue, compared to $6.2 million, or 49.5% of net revenue, in the comparable period last year.
 
Revenue from the sale of forged rolled rings to other industries increased 44.9% to $3.6 million, or 27.8% of net revenue, compared with $2.5 million, or 19.5% of net revenue for the comparable period of the prior year.
 
Revenue from the Company’s dyeing and finishing equipment segment increased 18.5% to $4.6 million, or 36.0% of net revenues, compared to $3.9 million, or 30.9% of net revenue, for the second quarter of 2011. We believe that this increase was largely attributable to the dyeing industry’s response to local government’s policies which encourage the purchase of low-emission airflow dyeing machines.

Gross profit for the second quarter of 2012 decreased 11.7% to $2.7 million, compared to $3.1 million for the same period in 2011. Gross margin decreased to 21.0% during the second quarter of 2012 compared to 24.2% for the same period a year ago. The decline in gross margin was mainly attributable to the forged rolled rings and related products segment, and was primarily due to lower operational and cost efficiencies, including the allocation of fixed costs such as depreciation to cost of revenues as the Company operated at lower production levels. Gross margin for the dyeing and finishing equipment segment declined slightly due to increase in labor cost.
 
Operating expenses decreased 17.8% to $1.1 million, compared to $1.4 million in the comparable period last year. The  decrease was primarily due to decrease in fees paid for professional services, reduced bad debt expenses, decrease in payroll and benefits paid, and decrease in shipping expenses as the Company did not incur any shipping expenses in relation to its products sold to the solar industry.
 
 
2

 
 
Selling, general and administrative expenses for the three months ended June 30, 2012 decreased 26.9% to $0.8 million, as compared to $1.0 million for the three months ended June 30, 2011.
 
Operating income decreased 6.7% to $1.6 million, compared to $1.7 million for the same period of 2011. Operating margin was 12.2% compared to 13.3% in the second quarter last year.
 
Other expense was $62,000 compared to other income of $34,000 for the same period in 2011. The increase was due to an increase in interest expense as a result of increase in debt and capital lease obligations.
 
Adjusted EBITDA, a non-GAAP measurement, which excludes interest, taxes, warrant modification expense, depreciation and amortization, was up 1.5% to $3.15 million, compared to $3.10 million in the same quarter last year.
 
Net income for the second quarter of 2012 was $1.1 million, or $0.40 diluted earnings per share, compared to $1.2 million, or $0.47 diluted earnings per share, in the second quarter of 2011. Diluted earnings per share were calculated using diluted weighted average shares of 2,660,983 and 2,509,757 for the three months ended June 30, 2012 and June 30, 2011, respectively.  All share and per share information has been adjusted to reflect a one-for-ten reverse stock split effective March 6, 2012.

Results for Six Months

For the six months ended June 30, 2012, revenues decreased 26.3% to $22.2 million from $30.2 million in 2011. Gross profit decreased 39.8% to  $4.6 million, compared to  $7.6 million last year. Gross margin for the six months ended June 30, 2012 was 20.6%, compared to 25.2% in the corresponding period of 2011. Operating income decreased 54.7% to $2.4 million from $5.3 million in 2011. Adjusted EBITDA was $5.6 million, compared to $7.9 million in the same period last year. Net income was $1.4 million, or $0.53 per diluted share, a 64.2% decrease from $3.8 million, or $1.51 per diluted share, in the year ago period. Non-GAAP net income, which excluded the one-time non-cash warrant modification expense of $235,133, was $1.6 million, or $0.62 of diluted earnings per share, compared to $3.8 million, or $1.51 of diluted earnings per share, in the comparable period last year. All share and per share information has been adjusted to reflect a one-for-ten reverse stock split effective March 6, 2012.

Financial Condition

As of June 30, 2012, Cleantech Solutions held cash and cash equivalents of $1.3 million compared with $1.2 million at December 31, 2011.  Accounts receivable were $8.0 million and total current assets of $18.0 million. The Company had $2.7 million in short-term bank loans payable and $0.2 million of current capital lease obligations and stockholders’ equity was $74.2 million. In the first six months of 2012, the Company generated $3.0 million in cash flow from operations.

 
3

 

Subsequent Events

On July 9, 2012 the Company announced that it has received follow-on purchase orders to supply 20 units of solar components to its international customer and has received maintenance orders from its Chinese domestic customer, for an aggregate amount of $0.78 million.

On July 19-20, 2012 the Company held its adjourned annual meeting of stockholders, where stockholders elected Jianhua Wu, Fu Ren Chen, Xi Lui, Bao Wen Wang and Tianziang Zhou to the board of directors of the Company to serve until the next annual meeting and until their successors are elected and qualified and approved the Company’s conversion from a Delaware corporation to a Nevada corporation.

On August 8, 2012 the Company announced that it has received a new purchase order to supply 21 units of airflow dyeing machines and related components to a domestic customer for a purchase price of RMB11.6 million (approximately $1.8 million).

Business Outlook

"Due to challenges faced by the wind power industry, we foresee the demand for our products supplied to the wind power industry to remain soft in the near term. Despite these challenges, we continue to hold a positive outlook in the longer term. However, during this period our strategy is to focus our resources towards other heavy equipment industries to help diversify our revenue and customer base. We have seen a modest but steady growth in demand for our products sold to the solar industry and will continue to work with our customers to expand our product offering and benefit from the longer term growth of this sector.”

“Additionally, demand for our new energy-efficient air flow dyeing machines is gaining momentum due to the industry’s response to the policies offered by the local government in Jiangsu province, where China’s textile industry is concentrated. We are seeing strong order growth from this segment as the PRC government is encouraging textile manufacturers to replace obsolete machinery with low-emission and environmental friendly dyeing machines," Mr. Wu concluded.
 
Conference Call
 
Cleantech Solutions will conduct a conference call at 9:00 a.m. Eastern Time on Wednesday, August 15, 2012 to discuss financial results for the second fiscal quarter ended June 30, 2012.
 
To participate in the live conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: (866) 759-2078. International callers should dial (706) 643-0585. When prompted, please enter conference passcode: 19727529.
 
 
4

 

If you are unable to participate in the conference call at this time, a replay will be available for 14 days starting on August 15, 2012 at 12:00 noon ET. To access the replay, dial (855) 859-2056. International callers dial (404) 537-3406, and enter passcode: 19727529.

Use of Non-GAAP Financial Measures

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

About Cleantech Solutions International

Cleantech Solutions is a manufacturer of metal components and assemblies, primarily used in clean technology industries. The Company supplies forging products, fabricated products and machining services to a range of clean technology customers, primarily in the wind power sector and supplies dyeing and finishing equipment to the textile industry. Cleantech Solutions is committed to achieving long-term growth through ongoing technological improvement, capacity expansion, and the development of a strong customer base. The Company’s website is www.cleantechsolutionsinternational.com. Any information on the Company’s website or any other website is not a part of this press release.
 
Safe Harbor Statement
 
This release contains certain “forward-looking statements” relating to the business of the Company and its subsidiary and affiliated companies. These forward looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website, including factors described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2011 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-Q for the quarter ended June 30, 2012. All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.

- Financial Tables Follow-
 
 
5

 
 
CLEANTECH SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
             
   
June 30,
   
December 31,
 
   
2012
   
2011
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
             
CURRENT ASSETS:
           
    Cash and cash equivalents
 
$
1,307,312
   
$
1,152,607
 
    Restricted cash
   
284,824
     
314,233
 
    Notes receivable
   
47,471
     
53,420
 
    Accounts receivable, net of allowance for doubtful accounts
   
8,011,584
     
7,087,958
 
    Inventories, net of reserve for obsolete inventory
   
5,911,511
     
4,276,090
 
    Advances to suppliers
   
1,601,450
     
219,347
 
    Prepaid VAT on purchases
   
608,960
     
1,512,213
 
    Prepaid expenses and other
   
199,190
     
110,670
 
                 
        Total Current Assets
   
17,972,302
     
14,726,538
 
                 
PROPERTY AND EQUIPMENT - net
   
64,668,749
     
64,042,079
 
                 
OTHER ASSETS:
               
   Land use rights, net
   
3,800,970
     
3,820,536
 
                 
        Total Assets
 
$
86,442,021
   
$
82,589,153
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES:
               
    Short-term bank loans
 
$
2,690,001
   
$
2,356,749
 
    Bank acceptance notes payable
   
284,824
     
314,233
 
    Accounts payable
   
4,843,331
     
4,997,109
 
    Accrued expenses
   
948,011
     
771,597
 
    Capital lease obligations- current portion
   
248,046
     
244,747
 
    Advances from customers
   
2,394,167
     
1,166,942
 
    VAT and service taxes payable
   
54,736
     
-
 
    Income taxes payable
   
484,216
     
592,202
 
                 
        Total Current Liabilities
   
11,947,332
     
10,443,579
 
                 
OTHER LIABILITIES:
               
    Capital lease obligations - net of current portion
   
254,800
     
381,235
 
                 
         Total Liabilities
   
12,202,132
     
10,824,814
 
                 
STOCKHOLDERS' EQUITY:
               
    Preferred stock $0.001 par value (30,000,000 shares authorized, all of which
               
       were designated as series A convertible preferred, 0 and 10,995,807 shares
               
       issued and outstanding at June 30, 2012 and December 31, 2011, respectively)
   
-
     
10,996
 
    Common stock ($0.001 par value; 50,000,000 shares authorized;
               
       2,667,017 and 2,101,849 shares issued and outstanding
               
       at June 30, 2012 and December 31, 2011, respectively)
   
2,667
     
2,102
 
    Additional paid-in capital
   
28,089,776
     
27,489,600
 
    Retained earnings
   
35,892,733
     
34,618,341
 
    Statutory reserve
   
2,164,324
     
2,064,551
 
    Accumulated other comprehensive gain - foreign currency translation adjustment
   
8,090,389
     
7,578,749
 
                 
        Total Stockholders' Equity
   
74,239,889
     
71,764,339
 
                 
        Total Liabilities and Stockholders' Equity
 
$
86,442,021
   
$
82,589,153
 

 
6

 

CLEANTECH SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                         
`
 
For the Three Months Ended
   
For the Six Months Ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
REVENUES
 
$
12,832,863
   
$
12,608,181
   
$
22,242,092
   
$
30,174,561
 
                                 
COST OF REVENUES
   
10,138,628
     
9,557,236
     
17,665,171
     
22,571,010
 
                                 
GROSS PROFIT
   
2,694,235
     
3,050,945
     
4,576,921
     
7,603,551
 
                                 
OPERATING EXPENSES:
                               
     Depreciation
   
373,924
     
340,208
     
748,536
     
420,795
 
     Selling, general and administrative
   
751,544
     
1,028,695
     
1,417,667
     
1,860,496
 
                                 
        Total Operating Expenses
   
1,125,468
     
1,368,903
     
2,166,203
     
2,281,291
 
                                 
INCOME FROM OPERATIONS
   
1,568,767
     
1,682,042
     
2,410,718
     
5,322,260
 
                                 
OTHER INCOME (EXPENSE):
                               
     Interest income
   
346
     
118
     
5,850
     
830
 
     Interest expense
   
(70,363
)
   
(32,826
)
   
(160,396
)
   
(62,528
)
     Foreign currency gain (loss)
   
1,115
     
(1,884
)
   
5,391
     
(3,341
)
     Warrants modification expense
   
-
     
-
     
(235,133
)
   
-
 
     Other income
   
6,635
     
68,463
     
13,280
     
77,113
 
                                 
        Total Other Income (Expense)
   
(62,267
)
   
33,871
     
(371,008
)
   
12,074
 
                                 
INCOME BEFORE INCOME TAXES
   
1,506,500
     
1,715,913
     
2,039,710
     
5,334,334
 
                                 
INCOME TAXES
   
435,130
     
545,954
     
665,545
     
1,499,215
 
                                 
NET INCOME
 
$
1,071,370
   
$
1,169,959
   
$
1,374,165
   
$
3,835,119
 
                                 
COMPREHENSIVE INCOME:
                               
      NET INCOME
 
$
1,071,370
   
$
1,169,959
   
$
1,374,165
   
$
3,835,119
 
                                 
      OTHER COMPREHENSIVE INCOME:
                               
           Unrealized foreign currency translation gain
   
59,938
     
1,084,955
     
511,640
     
1,490,783
 
                                 
      COMPREHENSIVE INCOME
 
$
1,131,308
   
$
2,254,914
   
$
1,885,805
   
$
5,325,902
 
                                 
NET INCOME PER COMMON SHARE:
                               
    Basic
 
$
0.42
   
$
0.61
   
$
0.58
   
$
2.01
 
    Diluted
 
$
0.40
   
$
0.47
   
$
0.53
   
$
1.51
 
                                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
                               
    Basic
   
2,572,753
     
1,919,660
     
2,370,138
     
1,906,203
 
    Diluted
   
2,660,983
     
2,509,757
     
2,592,864
     
2,537,761
 

 
7

 
 
CLEANTECH SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
             
   
For the Six Months Ended
 
   
June 30,
 
   
2012
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
 
$
1,374,165
   
$
3,835,119
 
Adjustments to reconcile net income from operations to net cash
         
provided by operating activities:
               
Depreciation
   
3,092,511
     
2,503,759
 
Amortization of land use rights
   
46,727
     
45,138
 
(Decrease) increase in allowance for doubtful accounts
   
(46,631
)
   
166,640
 
Warrants modification expense
   
235,133
     
-
 
Stock-based compensation expense
   
101,590
     
214,807
 
Changes in assets and liabilities:
               
Restricted cash
   
-
     
(152,714
)
Notes receivable
   
6,324
     
(139,095
)
Accounts receivable
   
(825,725
)
   
1,439,402
 
Inventories
   
(1,603,500
)
   
(705,682
)
Prepaid value-added taxes on purchases
   
913,184
     
752,472
 
Prepaid and other current assets
   
(32,988
)
   
(91,109
)
Advances to suppliers
   
(1,379,275
)
   
(1,610,347
)
Bank acceptance notes payable
   
-
     
152,714
 
Accounts payable
   
(188,919
)
   
(2,838,972
)
Accrued expenses
   
171,338
     
438,205
 
VAT and service taxes payable
   
54,685
     
(82,407
)
Income taxes payable
   
(112,101
)
   
(605,803
)
Advances from customers
   
1,217,798
     
1,139,208
 
                 
NET CASH PROVIDED BY OPERATING ACTIVITIES
   
3,024,316
     
4,461,335
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchase of property and equipment
   
(3,263,008
)
   
(4,796,171
)
                 
NET CASH USED IN INVESTING ACTIVITIES
   
(3,263,008
)
   
(4,796,171
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Principal payments on capital lease
   
(127,477
)
   
-
 
Proceeds from bank loans
   
2,213,264
     
1,832,570
 
Repayment of bank loans
   
(1,897,083
)
   
(1,374,428
)
Decrease in restricted cash
   
31,618
     
-
 
Decrease in bank acceptance notes payable
   
(31,618
)
   
-
 
Proceeds from sale of common stock
   
-
     
125,000
 
Proceeds from exercise of warrants
   
198,142
     
400,000
 
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
386,846
     
983,142
 
                 
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS
   
6,551
     
29,087
 
                 
NET INCREASE IN CASH AND CASH EQUIVALENTS
   
154,705
     
677,393
 
                 
CASH AND CASH EQUIVALENTS - beginning of period
   
1,152,607
     
947,177
 
                 
CASH AND CASH EQUIVALENTS - end of period
 
$
1,307,312
   
$
1,624,570
 
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         
Cash paid for:
               
Interest
 
$
160,396
   
$
62,528
 
Income taxes
 
$
777,646
   
$
2,105,018
 
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:
               
Series A preferred converted to common shares
 
$
13,198
   
$
936
 
Common stock issued for future service
 
$
54,880
   
$
113,317
 
 
 
8

 

Reconciliation of Net Income to Adjusted EBITDA
(Amounts expressed in US$)

   
For the Three Months Ended June 30,
   
For the Six Months Ended June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Net Income
  $ 1,071,370     $ 1,169,959     $ 1,374,165     $ 3,835,119  
Add: Income Tax
    435,130       545,954       665,545       1,499,215  
Add: Interest expense, net
    70,017       32,708       154,546       61,698  
Add: Warrant modification expense
    -       -       235,133       -  
Add: Depreciation and Amortization
    1,568,510       1,349,467       3,139,238       2,548,897  
EBITDA
  $ 3,145,027     $ 3,098,088     $ 5,568,627     $ 7,944,929  
 
 
Reconciliation of Net Income to Non-GAAP Net Income
(Amounts expressed in US$)

   
For the Six Months Ended June 30,
 
   
2012
   
2011
 
             
Net Income
  $ 1,374,165     $ 3,835,119  
Add: Warrant modification expense
    235,133       -  
Non-GAAP Net Income
  $ 1,609,298     $ 3,835,119  
Non-GAAP Diluted EPS
  $ 0.62     $ 1.51  
 
 
9