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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sharing Economy International Inc (CE) | USOTC:SEII | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 10, 2015
CLEANTECH SOLUTIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in Charter)
Nevada | 001-34591 | 90-0648920 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) | (IRS Employee Identification No.) |
No. 9 Yanyu Middle Road
Qianzhou Village, Huishan District, Wuxi City
Jiangsu Province, People’s Republic of China
(Address of Principal Executive Offices)
(86) 51083397559
(Registrant’s Telephone number)
Copies to:
Asher S. Levitsky PC
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas; Suite 1100
New York, New York 10105
Phone: (212) 370-1300
Fax: (646) 895-7182
E-mail: alevitsky@egsllp.com
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On November 13, 2015, the Company issued a press release announcing its financial results for the quarter and nine months ended September 30, 2015. A copy of the Company’s November 13, 2015press release is included as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 10, 2015, Mr. Tianxiang Zhou resigned as a director of the Company. Mr. Zhou’s resignation did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Zhou was a member of the compensation and corporate governance/ nominating committee of the board of directors..
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 | Press release issued on November 13, 2015 relating to its financial results for the quarter and nine months ended September 30, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 16, 2015 | Cleantech Solutions International, Inc. |
By: | /s/ Adam Wasserman |
Adam Wasserman | |
Chief Financial Officer |
Exhibit 99.1
For Immediate Release
Cleantech Solutions International Reports Third Quarter 2015 Results
· Revenues were $12.0 million with net income of $0.9 million, or $0.23 per basic and diluted share
Wuxi, Jiangsu Province, China – November 13, 2015 – Cleantech Solutions International, Inc. (“Cleantech Solutions” or “the Company”) (NASDAQ: CLNT), a manufacturer of metal components and assemblies used in various clean technology and manufacturing industries and textile dyeing and finishing machines, and, since the first quarter of 2015, the petroleum and chemical industries, today announced its financial results for the three and nine months ended September 30, 2015.
“In the third quarter of 2015, challenging economic conditions, falling steel prices and limited availability of credit in China presented numerous challenges for our business. Our forged rolled rings and related products segment in particular experienced a significant reduction in sales and operated at a loss during the quarter. In our dyeing equipment segment, we experienced softer demand for our low-emission airflow dyeing machines as many of our customers already upgraded to newer models last year and much of our remaining customer base does not have the ability to make significant capital expenditures at this time. We continue to deliver parts and equipment under our contract with a large state-owned enterprise for a major chemical project in Xinjiang, which helped offset the decreases in revenue from our other two segments,” said Mr. Jianhua Wu, Chairman and CEO of Cleantech Solutions. “Despite these difficult conditions, we remained profitable and our financial condition is strong.”
Third Quarter 2015 Results
Revenue for the third quarter of 2015 decreased by 40.6% to $12.0 million, compared to $20.2 million for the same period of 2014.
The Company experienced lower sales of forged rolled rings and related components to customers in the wind power and other industries and to dyeing and finishing equipment customers compared to the comparable quarter last year. These decreases were partially offset by sales of equipment to customers in the petroleum and chemical industries.
Gross profit for the third quarter of 2015 decreased by 57.2% to $2.0 million, compared to $4.7 million for the same period in 2014. Gross margin was 16.6% during the third quarter of 2015 compared to 23.1% for the same period a year ago. The decline in gross margin for the third quarter of 2015 was primarily attributable to (i) the reduced scale of operations resulting from lower revenues, including the allocation of fixed costs mainly consisting of depreciation, to cost of revenues in the forged rolled rings and related products segment combined with a slight increase in labor costs, as a result of which cost of revenue from this segment were greater than revenues, resulting in a negative gross profit from the segment, and (ii) the contribution of revenue from the sale of equipment to customers in the petroleum and chemical industries, which currently has a low gross margin because the Company is a new entrant to this market and is offering lower prices to attract customers. These decreases were partially offset by a slight increase in gross margin from the dyeing and finishing equipment segment associated with a larger proportion of higher margin models in the product mix.
Operating expenses decreased 28.0% to $0.7 million, compared to $1.0 million in the comparable period last year. The decrease was primarily due to lower selling, general and administrative expenses, partially offset by an increase in depreciation expenses related to new office equipment, furniture and other improvements which the Company started depreciating in 2014.
Operating income was $1.3 million, compared to operating income of $3.7 million in the same period of 2014. Operating margin was 10.6% compared to 18.1% in the same period of 2014.
EBITDA, a non-GAAP measurement, which adds interest expense, income tax, depreciation and amortization to net income, was $3.3 million, compared to $5.9 million in the third quarter of 2014. The calculation of EBITDA is shown in a table following the financial statements.
Net income for the third quarter of 2015 was $0.9 million, or $0.23 per basic and diluted share, compared to net income of $2.7 million, or $0.70 per basic and diluted share, in the third quarter of 2014.
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Nine Month Results
For the nine months ended September 30, 2015, revenue was $42.9 million compared to $55.4 million in the first nine months of 2014. Gross profit was $7.8 million, down from $13.0 million in the first nine months of 2014. Gross margin was 18.1%, compared to 23.5% in the first nine months of 2014. Operating income was $4.8 million compared to $10.0 million in the first nine months of 2014. EBITDA, a non-GAAP measurement, was $11.1 million, compared to $16.4 million in the first nine months of 2014. Net income was $3.4 million, compared to $7.3 million in the first nine months of 2014. Net income per basic and diluted share was $0.86 compared to $1.99 in the first nine months of 2014.
Financial Condition
As of September 30, 2015, Cleantech Solutions held cash and cash equivalents of $18.7 million compared to $7.8 million at December 31, 2014. Accounts receivable were $17.2 million compared to $20.3 million at December 31, 2014. Inventories were $3.9 million compared to $4.2 million at December 31, 2014. Total current assets were $41.7 million as of September 30, 2015. The Company had $3.1 million in short-term bank loans payable at September 30, 2015, relatively unchanged from December 31, 2014. Stockholders’ equity was $97.6 million at September 30, 2015. In the first nine months of 2015, the Company generated $11.3 million in cash flow from operations.
Business Outlook
“With China’s industrial sector facing lower fixed asset investment and slower production, we expect the next few quarters to remain challenging. In the coming months, our primary focus will be on our core dyeing and equipment operations and executing the orders we have on hand in the petroleum and chemical segment. We remain confident in the long-term growth opportunities in China, particularly in the area of clean energy, and we are exploring opportunities to expand into new lines of business,” Mr. Wu concluded.
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.
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About Cleantech Solutions International
Cleantech Solutions is a manufacturer of metal components and assemblies, primarily used in clean technology and other industries and dyeing and finishing equipment for the textile industry and forged rolled rings and related products, and a supplier of fabricated products and machining services to a range of clean technology customers, and a supplier of products for the petroleum and chemical industries. 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 and in the conference call referred to in this press release 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, 2014 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-Q for the quarter ended September 30, 2015. 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.
Company Contacts:
Cleantech Solutions International, Inc.
Adam Wasserman, CFO
E-mail: adamw@cleantechsolutionsinternational.com
Web: www.cleantechsolutionsinternational.com
Compass Investor Relations
Elaine Ketchmere, CFA
Email: eketchmere@compass-ir.com
+1-310-528-3031
Web: www.compassinvestorrelations.com
4 |
CLEANTECH SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES | ||||||||
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE (LOSS)/INCOME |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, | Spetember 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
REVENUES | $ | 12,025,433 | $ | 20,246,555 | $ | 42,862,498 | $ | 55,409,844 | ||||||||
COST OF REVENUES | 10,023,347 | 15,570,370 | 35,094,790 | 42,375,936 | ||||||||||||
GROSS PROFIT | 2,002,086 | 4,676,185 | 7,767,708 | 13,033,908 | ||||||||||||
OPERATING EXPENSES: | ||||||||||||||||
Depreciation | 160,564 | 148,371 | 672,656 | 376,640 | ||||||||||||
Selling, general and administrative | 537,601 | 825,379 | 2,206,587 | 2,590,445 | ||||||||||||
Research and development | 23,935 | 29,328 | 81,195 | 87,447 | ||||||||||||
Total Operating Expenses | 722,100 | 1,003,078 | 2,960,438 | 3,054,532 | ||||||||||||
INCOME FROM OPERATIONS | 1,279,986 | 3,673,107 | 4,807,270 | 9,979,376 | ||||||||||||
OTHER INCOME (EXPENSE): | ||||||||||||||||
Interest income | 11,633 | 4,141 | 30,150 | 13,286 | ||||||||||||
Interest expense | (61,131 | ) | (60,487 | ) | (175,102 | ) | (178,313 | ) | ||||||||
Grant income | – | 2,735 | – | 34,821 | ||||||||||||
Foreign currency transaction (loss)/gain | – | (2 | ) | (11 | ) | 1,268 | ||||||||||
Other income | – | 33,799 | – | 67,665 | ||||||||||||
Total Other Income (Expense), net | (49,498 | ) | (19,814 | ) | (144,963 | ) | (61,273 | ) | ||||||||
INCOME BEFORE INCOME TAXES | 1,230,488 | 3,653,293 | 4,662,307 | 9,918,103 | ||||||||||||
INCOME TAXES | 326,357 | 953,552 | 1,289,172 | 2,604,100 | ||||||||||||
NET INCOME | $ | 904,131 | $ | 2,699,741 | $ | 3,373,135 | $ | 7,314,003 | ||||||||
COMPREHENSIVE INCOME: | ||||||||||||||||
NET INCOME | $ | 904,131 | $ | 2,699,741 | $ | 3,373,135 | $ | 7,314,003 | ||||||||
OTHER COMPREHENSIVE (LOSS) INCOME: | ||||||||||||||||
Unrealized foreign currency translation (loss)/gain | (4,217,933 | ) | 29,648 | (3,415,632 | ) | (645,827 | ) | |||||||||
COMPREHENSIVE (LOSS) INCOME | $ | (3,313,802 | ) | $ | 2,729,389 | $ | (42,497 | ) | $ | 6,668,176 | ||||||
NET INCOME PER COMMON SHARE: | ||||||||||||||||
Basic | $ | 0.23 | $ | 0.70 | $ | 0.86 | $ | 1.99 | ||||||||
Diluted | $ | 0.23 | $ | 0.70 | $ | 0.86 | $ | 1.99 | ||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||||||||||
Basic | 3,943,725 | 3,859,986 | 3,939,486 | 3,666,543 | ||||||||||||
Diluted | 3,943,725 | 3,859,986 | 3,939,486 | 3,666,543 | ||||||||||||
5 |
CLEANTECH SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES | |||
CONSOLIDATED BALANCE SHEETS |
September 30, 2015 | December 31, 2014 | |||||||
ASSETS | (Unaudited) | |||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 18,672,230 | $ | 7,835,791 | ||||
Restricted cash | 582,329 | 488,719 | ||||||
Notes receivable | 248,670 | 114,034 | ||||||
Accounts receivable, net of allowance for doubtful accounts | 17,158,938 | 20,316,037 | ||||||
Inventories, net of reserve for obsolete inventories | 3,854,729 | 4,241,022 | ||||||
Advances to suppliers | 629,605 | 565,581 | ||||||
Deferred tax assets | 363,012 | 375,744 | ||||||
Prepaid expenses and other | 172,104 | 153,260 | ||||||
Total Current Assets | 41,681,617 | 34,090,188 | ||||||
PROPERTY AND EQUIPMENT, net | 61,302,025 | 69,628,597 | ||||||
OTHER ASSETS: | ||||||||
Equipment held for sale | 408,222 | 422,540 | ||||||
Land use rights, net | 3,478,202 | 3,672,420 | ||||||
Total Assets | $ | 106,870,066 | $ | 107,813,745 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Short-term bank loans | $ | 3,147,723 | $ | 3,095,219 | ||||
Bank acceptance notes payable | 582,329 | 488,719 | ||||||
Accounts payable | 4,012,473 | 4,322,275 | ||||||
Accrued expenses | 556,354 | 1,059,579 | ||||||
Advances from customers | 837,408 | 495,461 | ||||||
VAT and service taxes payable | 169,913 | 500,569 | ||||||
Income taxes payable | – | 531,120 | ||||||
Total Current Liabilities | 9,306,200 | 10,492,942 | ||||||
Total Liabilities | 9,306,200 | 10,492,942 | ||||||
Commitments and contingencies | ||||||||
STOCKHOLDERS' EQUITY: | ||||||||
Preferred stock ($0.001 par value; 10,000,000 shares authorized; 0 share issued and | ||||||||
outstanding at September 30, 2015 and December 31, 2014) | – | – | ||||||
Common stock ($0.001 par value; 50,000,000 shares authorized; 3,943,986 and 3,859,986 | ||||||||
shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively) | 3,944 | 3,860 | ||||||
Additional paid-in capital | 33,803,333 | 33,517,857 | ||||||
Retained earnings | 53,120,069 | 50,039,267 | ||||||
Statutory reserve | 3,586,532 | 3,294,199 | ||||||
Accumulated other comprehensive income - foreign currency translation adjustment | 7,049,988 | 10,465,620 | ||||||
Total Stockholders' Equity | 97,563,866 | 97,320,803 | ||||||
Total Liabilities and Stockholders' Equity | $ | 106,870,066 | $ | 107,813,745 |
6 |
CLEANTECH SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES | ||||||||||||||
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
For
the Nine Months Ended September 30, | ||||||||||||||
2015 | 2014 | |||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||
Net income | $ | 3,373,135 | $ | 7,314,003 | ||||||||||
Adjustments to reconcile net income from operations to net cash | ||||||||||||||
provided by operating activities: | ||||||||||||||
Depreciation | 6,166,899 | 6,245,723 | ||||||||||||
Amortization of land use rights | 71,966 | 72,141 | ||||||||||||
Amortization of prepaid expense | – | 13,774 | ||||||||||||
Stock-based compensation | 285,560 | 271,661 | ||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
Notes receivable | (142,843 | ) | 461,461 | |||||||||||
Accounts receivable | 2,546,105 | 729,430 | ||||||||||||
Inventories | 250,193 | (2,959,168 | ) | |||||||||||
Prepaid value-added taxes on purchases | – | 256,691 | ||||||||||||
Prepaid and other current assets | 21,114 | (11,280 | ) | |||||||||||
Advances to suppliers | (85,798 | ) | 113,219 | |||||||||||
Accounts payable | (168,462 | ) | (314,445 | ) | ||||||||||
Accrued expenses | (487,275 | ) | (215,395 | ) | ||||||||||
VAT and service taxes payable | (323,532 | ) | 388 | |||||||||||
Income taxes payable | (574,783 | ) | (967,226 | ) | ||||||||||
Advances from customers | 369,986 | (1,216,756 | ) | |||||||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | 11,302,265 | 9,794,221 | ||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||
Purchase of property and equipment | (12,573 | ) | (10,822,897 | ) | ||||||||||
NET CASH USED IN INVESTING ACTIVITIES | (12,573 | ) | (10,822,897 | ) | ||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||
Proceeds from bank loans | 4,545,012 | 3,091,592 | ||||||||||||
Repayments of bank loans | (4,382,690 | ) | (3,091,592 | ) | ||||||||||
(Increase) Decrease in restricted cash | (113,625 | ) | 244,073 | |||||||||||
Increase (decrease) in bank acceptance notes payable | 113,625 | (244,073 | ) | |||||||||||
Net proceeds from sale of common stock | – | 1,623,691 | ||||||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 162,322 | 1,623,691 | ||||||||||||
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS | (615,575 | ) | (2,582 | ) | ||||||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 10,836,439 | 592,433 | ||||||||||||
CASH AND CASH EQUIVALENTS - beginning of period | 7,835,791 | 1,114,873 | ||||||||||||
CASH AND CASH EQUIVALENTS - end of period | $ | 18,672,230 | $ | 1,707,306 | ||||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||||||
Cash paid for: | ||||||||||||||
Interest | $ | 175,102 | $ | 178,313 | ||||||||||
Income taxes | $ | 1,863,955 | $ | 3,571,325 | ||||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||||||
Property and equipment acquired on credit as payable | $ | – | $ | 321,064 | ||||||||||
Common stock issued for future service | $ | – | $ | 90,554 |
7 |
Reconciliation of Net Income to EBITDA
(Amounts expressed in US$)
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net income | $ | 904,131 | $ | 2,699,741 | $ | 3,373,135 | $ | 7,314,003 | ||||||||
Add: income tax | 326,357 | 953,552 | 1,289,172 | 2,604,100 | ||||||||||||
Add: interest expense | 61,131 | 60,487 | 175,102 | 178,313 | ||||||||||||
Add: depreciation and amortization | 2,045,999 | 2,184,933 | 6,238,865 | 6,317,864 | ||||||||||||
Adjusted EBITDA | $ | 3,337,618 | $ | 5,898,713 | $ | 11,076,274 | $ | 16,414,280 |
###
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