-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UPK1O8ceik9Wb5UOODNCttTRV8oUmFPaiDj7BFV+fT3NZN0U9OKw3x9fM/6yLAxL KYFcehxPwnPBM3bPlihUmw== 0001116502-08-000563.txt : 20080331 0001116502-08-000563.hdr.sgml : 20080331 20080331071256 ACCESSION NUMBER: 0001116502-08-000563 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080331 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080331 DATE AS OF CHANGE: 20080331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Direct, Inc CENTRAL INDEX KEY: 0001088787 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 133876100 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33694 FILM NUMBER: 08721484 BUSINESS ADDRESS: STREET 1: 5301 N FEDERAL HIGHWAY STREET 2: SUITE 120 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 561-989-9171 MAIL ADDRESS: STREET 1: 5301 N FEDERAL HIGHWAY STREET 2: SUITE 120 CITY: BOCA RATON STATE: FL ZIP: 33487 FORMER COMPANY: FORMER CONFORMED NAME: EVOLVE ONE INC DATE OF NAME CHANGE: 20010330 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL INTERNET INC DATE OF NAME CHANGE: 19991208 FORMER COMPANY: FORMER CONFORMED NAME: CAPROCK CORP/DE/ DATE OF NAME CHANGE: 19990615 8-K 1 chinadirect8k.htm FORM 8-K China Direct 8-K March 31, 2008


 

 

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): March 31, 2008

______________

CHINA DIRECT, INC.

(Exact name of registrant as specified in charter)

______________

Florida

0-26415

13-3876100

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

431 Fairway Drive, Suite 200, Deerfield Beach, Florida  33441

(Address of principal executive offices)

(954) 363-7333

(Registrant’s Telephone Number, including Area Code)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ 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

Item 7.01

REGULATION FD DISCLOSURE


On March 31, 2008, China Direct, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year of fiscal 2007. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this current report on Form 8-K and the exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits

Exhibit No.

 

Description

99.1

     

Press Release dated March 31, 2008.




2




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.

 

CHINA DIRECT, INC.

  

 

 

  

 

 

Date: March 31, 2008 

By:

/s/ DAVID STEIN

 

 

David Stein

 

 

Chief Operating Officer




3


EX-99 2 ex991.htm EXHIBIT 99.1 China Direct Exhibit 99.1 Earning Release

Exhibit 99.1


China Direct Reports Record Financial Results for the Fourth Quarter and Full Year of Fiscal 2007

- Full year revenue reaches $174.24 million

- Full year net income increases to $11.83 million

- Full year basic EPS rises to $0.75 per share

- Full year fully-diluted EPS rises to $0.67 per share

- Company to provide updated earnings guidance for 2008 during today’s 4:30 p.m. EDT Conference Call.


Deerfield Beach, Florida – March 31, 2008 - (PR Newswire) –China Direct, Inc. (AMEX: CDS), a U.S. company that owns controlling stakes in a diversified portfolio of Chinese entities and assists Chinese businesses in accessing the U.S. capital markets, announced today the Company's audited financial results for the fourth quarter of 2007 and the full year ended December 31, 2007.


Financial Highlights


The Full Year Financial Performance


Revenues for 2007 increased to $174.24 million, as compared to revenues of $13.98 million for 2006.


Gross profit for 2007 was $18.79 million, as compared to $1.47 million for 2006.  Total operating expenses for 2007 increased to $4.48 million, as compared to $1.93 million for 2006. Operating expenses as a percentage of gross profit declined in 2007 to 23.8% down from $131.3% in 2006.  Operating income was $14.31 million for 2007 versus a loss of $459,207 for 2006, yielding an operating profit margin of 8.2% in 2007.


Net income for 2007 increased to $11.83 million as compared to net income of $169,322 in 2006.  The basic earnings were $0.75 per share as compared to $0.02 per share for 2006 on a weighted average basis.  On a fully diluted basis, the earnings per share for 2007 were $0.67 per share as compared to $0.01 per share for 2006 on a weighted average basis.  The net profit margin in 2007 improved to 6.8% from 1.2% in 2006.


Marc Siegel, President of China Direct, stated “We continue to be very pleased with the financial performance of our four segments in 2007, and we are particularly encouraged by the synergies we are starting to realize from the recent acquisitions to our magnesium segment.  We believe the expansion of our magnesium segment has brought us significantly closer to achieving our goal of becoming the global leader in the production and distribution of magnesium. We continue to seek acquisitions in this segment that allow us to drive growth through manufacturing cost savings and distribution reach."


The Fourth Quarter Financial Performance


Revenues for the fourth quarter ended December 31, 2007 increased to $58.27 million as compared to revenues of $13.50 million in the fourth quarter ended December 31, 2006.  The increase in revenues was mainly attributable to increased sales from our Magnesium and Clean Technology segments acquired during 2007, as well as a strong performance from both Lang Chemical and our Consulting segment.  Additionally, revenue in the fourth quarter of 2007 increased 31% sequentially from revenues of $44.58 million in the third quarter of 2007, driven by our magnesium business.


Gross profit for the fourth quarter of 2007 was $6.82 million as compared to $1.33 million in the fourth quarter ended December 31, 2006.  Total operating expenses for the fourth quarter of 2007 increased to $1.68 million compared to $819,336 in the fourth quarter of 2006. The increase in operating expenses in the fourth quarter of 2007 reflects the continued increases to our operations in China associated with our new subsidiaries and staff additions both in the U.S. and China associated with the financial management and integration of our expanding operations.  The Company also experienced increases in travel expenses, professional consulting fees, professional insurance premiums, as well as non-cash option charges for employees, management, and professional advisors. Operating income was $5.14 million and $514,266 for the fourth quarter of 2007 and 2006, yielding operating margins of 8.8% and 3.7%, respectively.





Net income for the fourth quarter of 2007 increased to $4.71 million, or $0.23 per basic share, as compared to net income of $557,153 or $0.05 per basic share for the fourth quarter of 2006.  On a fully diluted basis, earnings per share for the fourth quarter of 2007 were $0.20 per share as compared to $0.04 per share for the fourth quarter of 2006.  Additionally, net income was up 59% sequentially from net income of $2.98 million in the third quarter of 2007.  The net profit margin improved to 8.1% in the fourth quarter of 2007 from 4.1% in the fourth quarter of 2006.


Balance Sheet


At December 31, 2007, total assets were $88.29 million, an increase of 324% from $20.84 million at December 31, 2006.  At December 31, 2007, shareholder equity reached $42.82 million, an increase of 630% from $5.86 million at December 31, 2006.  At December 31, 2007, cash and cash equivalents were $20.39 million and working capital was approximately $40.88 million, an increase of 570% and 502% from cash and cash equivalents of $3.03 million and working capital of approximately $6.79 million at December 31, 2006, respectively.  


2008 Financial Guidance


The Company sees continued robust growth in both revenue and earnings for 2008 and will provide updated earnings guidance for 2008 during its conference call today, March 31, 2008 at 4:30 PM EDT.


Mr. Siegel concluded, “We remain focused on generating internal growth of at least 30% in 2008, as we integrate our recently acquired business operations.  We see continued improvement in our average contract price for magnesium in 2008 as pre sold contracts from 2007 expire and new sales contracts are made at current price levels.  We are confident we can continue to make strategic and opportunistic acquisitions in China and believe we have gained substantial experience in 2007.  Throughout the past year we have steadily built a cohesive team which has positioned China Direct to continue its expansion in 2008 and beyond. We remain excited by the opportunities in China and continue to work responsibly and aggressively on behalf of our shareholders. We believe 2008 will be another record breaking year for China Direct.”

China Direct Conference Call to discuss the Company's financial results for the fourth quarter of 2007 and the full year of 2007 ended December 31, 2007 as well as provide updated financial guidance for 2008.

The conference call will take place at 4:30 p.m. EDT on Monday, March 31, 2008. Anyone interested in participating should call 1-800-762-8779 if calling within the United States or 1-480-248-5081 if calling internationally approximately 5 to 10 minutes prior to 4:30 p.m. EDT.  Participants should ask for the China Direct 2007 Fourth Quarter Financial Results conference call/ Conference ID 3856868. There will be a playback available until April 15, 2008. To listen to the playback, please call 1-800-406-7325 if calling within the United States or 1-303-590-3030 if calling internationally. Please use the pass code 3856868 for replay.

This call is being webcast by ViaVid Broadcasting and can be accessed at China Direct's website at http://www.chinadirectinc.com . The webcast may also be accessed at ViaVid's website at http://www.viavid.net . The webcast can be accessed through April 15, 2008 on either site. To access the webcast, you will need to have the Windows Media Player on your desktop. For the free download of the Media Player, please visit: http://www.microsoft.com/windows/windowsmedia/en/download/default.asp












 

 

December 31,

 

 

 

2007

 

2006

 

ASSETS

     

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

20,394,931

     

$

3,030,345

 

Notes receivable

 

 

1,010,781

 

 

942,117

 

Investment in trading securities

 

 

 

 

2,166,603

 

Investment in trading securities -related party

 

 

 

 

311,611

 

Investment in marketable securities held for sale

 

 

7,820,500

 

 

 

Investment in marketable securities held for sale-related party

 

 

1,315,488

 

 

1,325,400

 

Accounts receivable, net of allowance for doubtful accounts
of $290,456 and $110,611 for 2007 and 2006, respectively

 

 

9,644,880

 

 

2,770,062

 

Accounts receivable-related parties

 

 

2,283,600

 

 

 

Inventories

 

 

5,293,986

 

 

5,494,292

 

Prepaid expenses and other current assets

 

 

12,396,269

 

 

1,272,246

 

Prepaid expenses-related parties

 

 

4,150,943

 

 

 

Other receivables

 

 

3,043,193

 

 

 

Due from related parties

 

 

1,287,877

 

 

 

Total current assets

 

 

68,642,448

 

 

17,312,676

 

Restricted cash

 

 

646,970

 

 

447,713

 

Property, plant and equipment, net of accumulated depreciation of $577,801
and $97,428 for 2007 and 2006, respectively

 

 

18,010,524

 

 

2,753,468

 

Prepaid expenses

 

 

294,986

 

 

321,548

 

Other assets

 

 

138,089

 

 

 

Mining rights, net

 

 

457,226

 

 

 

Property use rights, net

 

 

96,078

 

 

 

Total assets

 

$

88,286,321

 

$

20,835,405

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Loans payable-short term

 

$

2,570,149

 

$

1,536,064

 

Loan payable-related party

 

 

410,167

 

 

 

Accounts payable and accrued expenses

 

 

9,057,790

 

 

4,517,354

 

Accounts payable-related parties

 

 

964,114

 

 

1,546,880

 

Advances from customers

 

 

6,277,767

 

 

916,764

 

Deferred revenues-short term

 

 

685,294

 

 

779,900

 

Other payables

 

 

4,097,716

 

 

45,623

 

Income tax payable

 

 

560,116

 

 

599,699

 

Deferred Income tax

 

 

 

 

440,861

 

Due to related parties

 

 

3,137,233

 

 

140,893

 

Total current liabilities

 

 

27,760,346

 

 

10,524,038

 

Loan payable—long term

 

 

166,573

 

 

22,793

 

Deferred revenue—long term

 

 

 

 

779,900

 

Minority interest

 

 

17,215,451

 

 

3,644,350

 

Stockholders' Equity:

 

 

 

 

 

 

 

Preferred Stock: $.0001 par value, 10,000,000 authorized, no shares issued
and outstanding

 

 

 

 

 

Common Stock; $.0001 par value, 1,000,000,000 authorized, 20,982,010
and 12,868,433 issued and outstanding for 2007 and 2006,respectively

 

 

2,098

 

 

1,287

 

Additional paid—in capital

 

 

30,257,644

 

 

4,927,343

 

Deferred compensation

 

 

(55,000

)

 

(226,840

)

Accumulated comprehensive income

 

 

162,045

 

 

532,379

 

Retained earnings

 

 

12,456,706

 

 

630,155

 

Total stockholders’ equity

 

 

42,823,493

 

 

5,864,324

 

Total liabilities and stockholders’ equity

 

$

88,286,321

 

$

20,835,405

 








 

 

For the Year  Ended
December 31,

 

 

 

2007

 

2006

 

Revenues

     

$

169,696,524

     

$

13,467,337

 

Revenues-related party

 

 

4,539,059

 

 

517,000

 

Total revenues

 

 

174,235,583

 

 

13,984,337

 

Cost of revenues

 

 

155,448,012

 

 

12,515,035

 

Gross profit

 

 

18,787,571

 

 

1,469,302

 

Operating expenses:

 

 

 

 

 

 

 

Selling, general, and administrative

 

 

4,476,967

 

 

1,900,111

 

Selling, general, and administrative-related party

 

 

 

 

28,398

 

Total operating expenses

 

 

4,479,967

 

 

1,928,509

 

Operating income (loss)

 

 

14,542,154

 

 

(459,207

)

Other income (expense):

 

 

 

 

 

 

 

Other income

 

 

1,090,709

 

 

44,336

 

Interest income (expense)

 

 

280,342

 

 

(6,624

)

Unrealized gain on trading securities

 

 

 

 

600,339

 

Realized gain on sale of marketable securities

 

 

616,045

 

 

81,170

 

Realized (loss) gain on sale of marketable securities-related party

 

 

(41,885

)

 

85,774

 

Net income before income taxes

 

 

16,252,815

 

 

345,788

 

Income taxes expense

 

 

(727,479

)

 

(176,466

)

Income before minority interest

 

 

15,525,336

 

 

169,322

 

Minority interest in income of subsidiary

 

 

(3,698,785

)

 

 

Net income

 

 

11,826,551

 

 

169,322

 

Foreign currency translation gain

 

 

1,314,343

 

 

137,443

 

Unrealized loss on marketable securities held for sale,
net of income taxes

 

 

(174,212

)

 

 

Unrealized (loss) gain on marketable securities held

 

 

 

 

 

 

 

For sale-related party, net of income taxes

 

 

(1,510,465

)

 

349,636

 

Comprehensive income

 

$

11,357,230

 

$

656,401

 

Basic earnings per common share

 

$

0.74

 

$

0.02

 

Diluted earnings per common share

 

$

0.67

 

$

0.01

 

Basic weighted average common shares outstanding

 

 

15,841,560

 

 

10,572,745

 

Diluted weighted average common shares outstanding

 

 

17,605,664

 

 

13,849,556

 





About China Direct, Inc.

China Direct, Inc. (Amex: CDS) is a diversified management and advisory services organization headquartered in the U.S. Our management services division acquires a controlling interest in entities operating in China. Our ownership control enables China Direct to provide management advice, as well as financing to Chinese entities. This infrastructure creates a platform to expand business opportunities globally while effectively and efficiently accessing the U.S. capital markets. Our advisory services division provides comprehensive advisory and consulting services critical to the success of Chinese entities seeking to access the U.S. capital markets. As a direct link to China, China Direct serves as a vehicle allowing investors to directly participate in the rapid growth of the Chinese economy in a diversified and balanced manner. For more information about China Direct, please visit http://www.chinadirectinc.com .

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward- looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning the Company's operations, financial performance and, condition. For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements. The Company cautions that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, but not limited to, the impact of competitive products, pricing and new technology; changes in consumer preferences and tastes; and effectiveness of marketing; changes in laws and regulations; fluctuations in costs of production, and other factors as those discussed in the Company's reports filed with the Securities and Exchange Com mission from time to time. In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

Contact:


Investor Relations,


HC International, Inc.
Alan Sheinwald, Partner
Tel: (914) 669-0222
Email: Alan.Sheinwald@HCinternational.net


Company,


China Direct, Inc.
Richard Galterio, Executive Vice President
Tel: 1-877-China-57
Email: Richard@cdii.net



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