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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 16, 2007 (November 12, 2007)
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 000-50917 | 98-0509431 |
(State of Incorporation) | (Commission File No.) | (IRS Employer ID No.) |
13/F, Shenzhen Special Zone Press Tower, Shennan Road |
(Address of Principal Executive Offices) |
(86) 755-83510888 |
Registrants 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 (see General Instruction A.2. below):
£
Written communications pursuant to Rule 425 under the Securities Act (17 CFR.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. On November 12, 2007,
China Security & Surveillance Technology, Inc., a Delaware Corporation (the
"Company") issued a press release reporting its financial results for the
quarter ended September 30, 2007 and on the same day the Company conducted a
conference call to discuss those results. A copy of the press release is hereby
furnished as Exhibit 99.1 and incorporated herein by reference. The conference call
may be accessed by replay by dialing (719) 457-0820, password: 4616988. The
replay will be available for playback from November 12, 2007 through November
19, 2007. The information
contained in this Current Report on Form 8-K and the exhibit attached hereto
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the
liabilities of that section, nor shall such information or such exhibit be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
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 SECURITY & SURVEILLANCE TECHNOLOGY, INC.
Date: November 16, 2007 |
By: |
/s/ Terence Yap |
|
Terence Yap | |
|
Chief Financial Officer |
3
EXHIBIT INDEX
Exhibit |
Description |
4
Exhibit 99.1
Press Release
China Security & Surveillance Technology Reports Third Quarter 2007 Financial Results
- 3Q07 Revenue Increases 50.6% to $65.4 Million Compared to 3Q06 -
- Company Provides Financial Outlook for 4Q07 and 2008 -
SHENZHEN, China, November 12, 2007 -- China Security & Surveillance Technology, Inc. ("China Security" or the "Company") (NYSE: CSR), a leading provider of digital surveillance technology in China, today reported its financial results for the third quarter ending September 30, 2007.
The Company reported GAAP earnings per diluted share of $0.29 for the third quarter of 2007 compared to $0.36 in third quarter of 2006. Results for the third quarter of 2007 include: (1) approximately $4.4 million, or $0.11 per diluted share, of non-cash expense related to the accrual of amounts payable under outstanding convertible notes in the event that such notes are redeemed (as described below under the caption "Explanation of Redemption Accrual"); (2) approximately $1.4 million, or $0.04 per diluted share, of non- cash expense related to the amortization of intangible assets and (3) approximately $1.0 million, or $0.02 per diluted share, of non-cash expense related to the accrual of employee compensation. Additionally, the Company realized a one-time gain of $5.5 million, or $0.14 per share, related to the disposal of property and land use rights. Excluding non-cash expenses and one- time gains for the third quarter 2007 versus the prior year period, diluted earnings per share was $0.32, compared to $0.37 per diluted share in the third quarter of 2006 (see "About Non-GAAP Financial Measures" toward the end of this release). Diluted share count increased 43% in the third quarter of 2007 to 40.5 million from 28.4 million in the third quarter of 2006.
Revenue increased 50.6% to $65.4 million compared to $43.4 million in the third quarter of 2006. Revenue growth was modestly slower than expected as a result of an increase in the size of the contracts signed, which resulted in a longer installation time. Historically, average contract size was $1-1.5 million. Recent contracts have ranged from $5-8 million. Consequently, the time duration to fulfill some of these newer contracts has increased from 6-12 weeks historically to 15-20 weeks presently.
Mr. Guo Shen Tu, Chief Executive Officer of China Security, commented, "We are pleased with the traction we are beginning to see not only in our organic business, but also with the integration of recent acquisitions and the launch of new business divisions such as operating services. During the third quarter, we secured forty-nine new contracts across a wide array of private businesses as well as local and city governments. We are seeing significant demand from government Safe-City contracts, and importantly, the size, duration, and potential margins of the contracts we are signing are increasing."
Third quarter gross profits increased $6.9 million, or 53.5%, to $19.7 million from $12.8 million for the same period last year. Gross margin for the third quarter was 30.2%, as compared to 29.6% for the same period of 2006. The increase in gross margin reflected the recognition of sales of some higher- margin Safe City projects. The sequential increase in margin from 28.6% in the second quarter reflects the Company's ongoing improvement in economies for scale and improved pricing strength.
Income from operations in the third quarter increased 20.7% to $13.0 million from $10.8 million in the prior year's third quarter. Operating margin decreased to 19.9% from 24.8% in the third quarter last year which is primarily due to the increase of the Company's selling and marketing expenses and the general and administrative expenses. However, recent higher margin business led to higher sequential margins from 18.4% in the second quarter of this year.
Net income in the third quarter of 2007 increased 14% to
$11.7 million, up from $10.3 million in the same quarter last year. GAAP net
income per share was $0.29, versus $0.36 in the third quarter 2006. Net income
per share takes into account approximately $6.8 million non-cash expense, or
$0.17 per share on a diluted basis. Excluding these non-cash charges, and a
one-time gain of $0.14 on the disposal of property and land use rights, diluted
EPS for the third quarter would have been $0.32. The Company's cash position in the third quarter was $79.8
million, down from $91.8 million at the end of the second quarter. Total debt at
the end of the third quarter of 2007 was $130 million. Financial Outlook For the fourth quarter of 2007, the Company expects to
achieve revenues between $80-85 million, including revenues from completed
acquisitions. Excluding the non-cash charges related to the redemption amount
payable on convertible notes, the accrual of performance based employee
compensation and the amortization of intangible assets related to the Company's
recent acquisitions, the Company expects to achieve an adjusted net income of at
least $14 million in the fourth quarter of 2007. The Company estimates that non-cash interest expenses
associated with the redemption amount payable on convertible notes, the accrual
of performance based employee compensation and the amortization of intangible
assets related to the Company's recent acquisitions for the fourth quarter, will
be approximately $4.4 million, $2.8 million and $1.7 million respectively. Non-
cash expense related to the accrual of amounts payable on the offsetting
convertible notes should total approximately $13 million for 2007 and
approximately $17.6 million in 2008. For the full year 2008, the Company targets to achieve
revenues between $350-$370 million. Full year 2008 revenue estimates include
contributions from completed acquisitions and eight announced letter of intents
to date. The Company expects the manufacturing and systems integration
businesses to continue to be the main revenue contributors in 2008. In addition,
the Company expects to see an initial pick-up of business from operating
services and international products during 2008. Excluding the non-cash charges related to the redemption
amount payable on convertible notes, the accrual of performance based employee
compensation and the amortization of intangible assets related to the Company's
recent acquisitions, the Company expects to achieve an adjusted net income of
$65-$75 million and adjusted diluted earnings per share of $1.50 to $1.75. Mr. Tu concluded, "We are excited about our opportunities in
the security services market. Our three core operating divisions ¨C
manufacturing, security systems and installation, and operating services are all
showing signs of contributing significantly to future growth. We have shown
substantial traction in the manufacturing and systems integration business, and
with our recent first contract win for the operating services business, we are
optimistic that the operating services division will also become a key component
of our business. In the coming year, we plan to introduce an international
product division, which will help non-Chinese security solutions providers enter
the Chinese market by leveraging our distribution and sales network. This will
also allow us the opportunity to introduce international providers' products
into our total solutions. We believe that the new operating services division
and the burgeoning international product division will not only begin to shift
our revenue model from one strictly of project work to recurring revenue, it
will also ensure continued growth of our business in China.
2
We believe we have built an infrastructure to optimally grow
our security and surveillance business and we expect to continue to be a market
leader and consolidator in our markets. Demand for our products and services
continues to be strong and the healthy size of our new contracts is evidence of
market confidence in our ability to deliver solutions. We believe we have put in
place the best possible strategy for growing internally and through strategic
acquisitions in order to position China Security as the leader in providing
turnkey security solutions. Our ubiquitous brand name has made our products and
services a natural choice for our customers in China. We expect that as the size
of contracts continues to grow and we are increasing able to provide a full
spectrum of security solutions to our customers, the benefits of our strategy
will be reflected in our financial performance." Explanation of Redemption Accrual The Company raised $60 million and $50 million through two
guaranteed senior unsecured convertible note financings with Citadel Equity Fund
Ltd. in February 2007 and April 2007, respectively. These notes bear interest at
a rate of 1% per annum and are due in 2012. Under the indentures, if the notes
are not converted before their respectively maturities, the notes are to be
redeemed by the Company on the maturity date at a redemption price equal to 100%
of the principal amount of the notes then outstanding plus an additional amount
of 15% per annum, calculated on a quarterly compounded basis, plus any accrued
and unpaid interest. As of September 30, 2007, the Company accrued $9.3 million as
a redemption amount payable under the notes, which was included in interest
expense in the third quarter of 2007. Unlike the annual interest rate of 1% that
the Company is actually paying out to the note holders under the note on a
semi-annual basis, the Company would only pay the accrued redemption amount
under the notes if the notes are not converted into the Company's common stock
before their respective maturities and are redeemed in accordance with its
terms. Nevertheless, the Company believes that it must accrue the entire
redemption amount under U.S. generally accepted accounting principles. This
accrual is expected to result in non-cash expense of approximately $17.6 million
annually beginning in 2008. Conference Call The Company will hold a conference call to discuss the
financial results at 5:00 p.m. ET today. The Company invites you to join the
call by dialing 913-312-1429. A live webcast of the conference call will be
available at www.csst.com. A replay
of the call will be available from November 12, 2007 to November 19, 2007.
Listeners may access the replay by dialing 719-457- 0820, passcode: 4616988. About China Security & Surveillance Technology, Inc. Based in Shenzhen, China, China Security manufactures,
distributes, installs and maintains security and surveillance systems throughout
China. China Security has manufacturing facilities in China and a R&D facility
which maintains an exclusive collaboration agreement with Beijing University.
China Security has built a diversified customer base through its extensive sales
and service network throughout China. To learn more about the Company visit
www.csst.com. About Non-GAAP Financial Measures This press release contains non-GAAP financial measures for
earnings that exclude the accrual for the redemption amount payable under
certain outstanding convertible notes issued by the Company and certain other
non-cash charges. China Security believes that these non-GAAP financial measures
are useful to investors because they exclude non-cash charges that China
Security's management excludes when it internally evaluates the performance of
China Security's business and makes operating decisions, including internal
budgeting, and performance measurement, because these measures provide a
consistent method of comparison to historical periods. Moreover, management
believes these non-GAAP measures reflect the essential operating activities of
China Security. Accordingly, management excludes the expense arising from the
accrual of redemption amounts payable under its outstanding convertible notes
and certain other non-cash charges when making operational decisions. China
Security believes that providing the non-GAAP measures that management uses to
its investors is useful to investors for a number of reasons. The non-GAAP
measures provide a consistent basis for investors to understand China Security's
financial performance in comparison to historical periods. In addition, it
allows investors to evaluate China Security's performance using the same
methodology and information as that used by China Security's management. 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 non- GAAP financial measure.
However, China Security's management compensates for these limitations by
providing the relevant disclosure of the items excluded.
3
The following table provides the non-GAAP financial measure
and the related GAAP measure and provides a reconciliation of the non-GAAP
measure to the equivalent GAAP measure. Reconciliation of GAAP to Non-GAAP Measures (Unaudited) All amounts, other than for share and per share amounts, in
millions of U.S. dollars
Three Months Ended Sept. 30, |
||||
2007 | 2006 | |||
GAAP Net Income | $ | 11.70 | 10.26 | |
Addition: | ||||
Depreciation and amortization | 1.44 | 0.38 | ||
Non-cash employee compensation | 0.99 | - | ||
Redemption accretion on convertible notes | 4.36 | - | ||
Non-GAAP Net Income | $ | 18.49 | 10.64 | |
GAAP Diluted EPS | 0.29 | 0.36 | ||
Addition: | ||||
Depreciation and amortization | 0.04 | 0.01 | ||
Non-cash employee compensation | 0.02 | 0.00 | ||
Redemption accretion on convertible notes | 0.11 | 0.00 | ||
Adjusted EPS | 0.46 | 0.37 | ||
Share used in computing net income per share (diluted) | 40,512,247 | 28,377,362 |
4
Safe Harbor Statement
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, our future operating results, our expectations regarding the market for security and surveillance products, our expectations regarding the continued growth of the security and surveillance market, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause our actual results to differ materially from those anticipated, expressed or implied in the forward-looking statements. These risks and uncertainties include, but not limited to, the factors mentioned in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2006, and other risks mentioned in our other reports filed with the Securities Exchange Commission, or SEC. Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system (EDGAR) at http://www.sec.gov. The words "believe," "expect," "anticipate," "project," "targets," "optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The Company assumes no obligation and does not intend to update any forward- looking statements, except as required by law.
Company Contact:
Kewa Luo
Tel: 212-588-0885
Email: ir@csst.com
Investor Contact:
ICR: Bill Zima & Ashley Ammon MacFarlane
Tel: 203-682-8200
-- FINANCIAL TABLES TO FOLLOW --
5
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Expressed in thousands of U.S. dollars
(Except for share and per share amounts)
|
|
September 30, |
|
December 31, |
|||
|
|
2007 |
|
2006 |
|||
|
|
(Unaudited) |
|
|
|||
|
|
USD |
|
USD |
|||
ASSETS |
|||||||
CURRENT ASSETS |
|
|
|
|
|||
Cash and cash equivalents |
|
$ |
79,787 |
$ |
30,980 |
||
Accounts receivable, net |
|
|
50,625 |
|
26,754 |
||
Related party receivables |
|
|
434 |
|
440 |
||
Inventories, net |
|
|
41,998 |
|
19,721 |
||
Prepayments & deposits |
|
|
2,532 |
|
3,533 |
||
Advances to suppliers |
|
|
3,726 |
|
2,889 |
||
Other receivables |
|
|
6,355 |
|
1,697 |
||
Tax refundable |
80 |
- |
|||||
Deferred tax assets - current portion |
|
|
39 |
|
41 |
||
Total current assets |
|
|
185,576 |
|
86,055 |
||
|
|
|
|
|
|
|
|
Deposits for acquisition of subsidiaries and properties |
|
|
40,188 |
|
- |
||
Property, plant and equipment, net |
|
|
22,937 |
|
8,339 |
||
Land use rights, net |
|
|
1,980 |
|
1,152 |
||
Intangible assets |
|
|
40,442 |
|
9,997 |
||
Investment, at cost |
|
|
13 |
|
12 |
||
Goodwill |
|
|
52,231 |
|
8,426 |
||
Deferred financing cost |
|
|
159 |
|
- |
||
Deferred tax assets - non-current portion |
|
|
480 |
|
462 |
||
TOTAL ASSETS |
|
$ |
344,006 |
$ |
114,443 |
||
|
|
|
|
|
|
|
6
|
|
September 30, |
|
December 31, |
|||
|
|
2007 |
|
2006 |
|||
|
|
(Unaudited) |
|
|
|||
|
|
USD |
|
USD |
|||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||||
CURRENT LIABILITIES |
|
|
|
|
|
|
|
Notes payable - short term |
|
$ |
10,331 |
|
$ |
2,272 |
|
Accounts payable |
|
|
16,998 |
|
|
4,000 |
|
Accrued expenses |
|
|
2,452 |
|
|
749 |
|
Advances from customers |
|
|
13,193 |
|
|
5,432 |
|
Taxes payable |
|
|
3,229 |
|
|
1,660 |
|
Payable for acquisition of business |
|
|
21,438 |
|
|
7,500 |
|
Deferred income |
|
|
859 |
|
|
831 |
|
Due to a director |
|
|
- |
|
|
76 |
|
Total current liabilities |
|
|
68,500 |
|
|
22,520 |
|
|
|
|
|
|
|
||
LONG-TERM LIABILITIES |
|
|
|
|
|
||
Notes payable - long term |
|
|
799 |
|
|
2,010 |
|
Convertible notes payable |
|
|
119,338 |
|
|
- |
|
Total liabilities |
|
|
188,637 |
|
|
24,530 |
|
|
|
|
|
|
|
||
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES |
|
|
165 |
|
|
94 |
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
Common stock, $0.0001 par value; 100,000,000 shares authorized 39,884,136 (September 30, 2007) and 31,824,938 (December 31, 2006) shares issued and outstanding |
|
|
4 |
|
3 |
||
Additional paid-in capital |
|
|
85,463 |
|
45,320 |
||
Retained earnings |
|
|
61,977 |
|
41,483 |
||
Statutory reserves |
|
|
804 |
|
804 |
||
Accumulated other comprehensive income |
|
|
6,956 |
|
2,209 |
||
Total shareholders' equity |
|
|
155,204 |
|
89,819 |
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
|
$ |
344,006 |
$ |
114,443 |
7
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Expressed in thousands of U.S. dollars
(Except for share and per share amounts)
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
||||||||
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
||||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
|
||||
|
|
USD |
|
USD |
|
USD |
|
USD |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Revenues |
|
$ |
65,438 |
|
$ |
43,448 |
|
$ |
156,014 |
|
$ |
66,057 |
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of goods sold |
|
|
45,700 |
|
|
30,588 |
|
|
111,265 |
|
|
45,763 |
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
19,738 |
|
|
12,860 |
|
|
44,749 |
|
|
20,294 |
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
1,455 |
|
|
393 |
|
|
2,913 |
|
|
686 |
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
3,836 |
|
|
1,302 |
|
|
9,395 |
|
|
1,975 |
|
(including non-cash employee compensation for the three and nine months ended September 30, 2007 and 2006 of $989, $2,055, $0 and $0, respectively) |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
1,436 |
|
|
383 |
|
|
3,326 |
|
|
572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
13,011 |
|
|
10,782 |
|
|
29,115 |
|
|
17,061 |
|
|
|
|
|
|
|
|
|
|
|
||||
Rental income received from related party |
|
|
124 |
|
|
127 |
|
|
380 |
|
|
373 |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
89 |
|
|
- |
|
|
314 |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
(4,768 |
) |
|
- |
|
|
(10,192 |
) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Equity in net loss of affiliated companies |
- |
(7 |
) |
- |
(7 |
) |
|||||||
Gain on disposal of land use right and property |
5,517 |
- |
5,517 |
- |
|||||||||
Other income, net |
|
|
329 |
|
|
123 |
|
|
1,047 |
577 |
|
||
|
|
|
|
|
|
|
|
||||||
Income before income taxes and minority interest |
|
|
14,302 |
|
|
11,025 |
|
|
26,181 |
18,004 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|||
Minority interest in income of consolidated subsidiaries |
|
|
(19 |
) |
|
(6 |
) |
|
(17 |
) |
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
(2,587 |
) |
|
(773 |
) |
|
(5,670 |
) |
|
(1,716 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
11,696 |
|
|
10,246 |
|
|
20,494 |
|
|
16,282 |
|
Loss from discontinued operations, net of taxes |
- |
(18 |
) |
- |
(18 |
) |
|||||||
|
|
|
|
|
|
|
|
|
|
||||
Gain on disposal of discontinued operations, net of taxes |
|
|
- |
|
|
34 |
|
|
- |
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
11,696 |
10,262 |
20,494 |
16,298 |
|||||||||
Foreign currency translation gain |
2,185 |
708 |
4,747 |
925 |
|||||||||
Comprehensive income |
|
$ |
13,881 |
|
$ |
10,970 |
|
$ |
25,241 |
|
$ |
17,223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.30 |
|
$ |
0.37 |
|
$ |
0.57 |
|
$ |
0.66 |
|
Diluted |
|
$ |
0.29 |
|
$ |
0.36 |
|
$ |
0.54 |
|
$ |
0.65 |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
38,547,263 |
|
|
27,647,979 |
|
|
35,807,815 |
|
|
24,597,358 |
|
Diluted |
|
|
40,512,247 |
|
|
28,377,362 |
|
|
37,772,753 |
|
|
25,118,122 |
|
8
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Expressed in thousands of U.S. dollars
|
|
Nine Months Ended September 30, |
|
||||
|
|
2007 |
|
2006 |
|
||
|
|
(Unaudited) |
|
(Unaudited) |
|
||
|
|
USD |
|
USD |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
||
Net income |
|
$ |
20,494 |
|
$ |
16,298 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
|
|
|
|
|
||
Depreciation and amortization |
|
|
3,326 |
|
|
572 |
|
Amortization of loan origination fees |
-- |
10 |
|||||
Issue of warrants for investor relation services |
-- |
185 |
|||||
Amortization of consultancy services |
|
|
91 |
|
|
78 |
|
Amortization of deferred financing cost |
|
|
18 |
|
|
-- |
|
Non-cash employee compensation |
|
|
2,055 |
|
|
-- |
|
Gain on disposal of land use right and property |
(5,517 |
) |
|||||
Redemption accretion on convertible notes |
|
|
9,338 |
|
|
-- |
|
Equity in net loss of affiliated companies |
-- |
7 |
|||||
Non-cash adjustments related to discontinued operations |
-- |
(16 |
) |
||||
Deferred taxes |
|
|
7 |
|
|
(1,088 |
) |
Minority interest |
|
|
17 |
|
6 |
||
|
|
|
|
|
|
||
Changes in operating assets and liabilities, net of effects from business acquisitions: |
|
|
|
|
|
||
(Increase) decrease in: |
|
|
|
|
|
||
Accounts receivable |
|
|
(16,669 |
) |
|
(5,061 |
) |
Related party receivables |
|
|
23 |
|
2,674 |
||
Inventories |
|
|
(10,299 |
) |
|
(12,687 |
) |
Prepayments & deposits |
|
|
1,074 |
|
62 |
||
Advances to suppliers |
|
|
183 |
|
(2,936 |
) |
|
Other receivables |
|
|
(3,369 |
) |
|
(2,269 |
) |
|
|
|
|
|
|
||
Increase in: |
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
|
2,640 |
|
1,690 |
||
Advances from customers |
|
|
6,664 |
|
-- |
||
Related party payables |
-- |
109 |
|||||
Tax payable |
|
|
1,236 |
|
|
631 |
|
Deferred income |
|
|
61 |
|
|
599 |
|
Net cash provided by (used in) operating activities |
|
|
11,373 |
|
(1,136 |
) |
|
|
|
|
|
|
|
|
|
9
|
|
Nine Months Ended September 30, |
|
||||
|
|
2007 |
|
2006 |
|
||
|
|
(Unaudited) |
|
(Unaudited) |
|
||
|
|
USD |
|
USD |
|
||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
|
(9,273 |
) |
|
(4,427 |
) |
Additions to intangible assets |
|
|
(854 |
) |
|
(31 |
) |
Additions to land use rights |
|
|
(587 |
) |
|
- |
|
Deposits paid for acquisition of subsidiaries |
|
|
(18,148 |
) |
|
- |
|
Deposits paid for acquisition of properties and intangible assets |
|
|
(22,040 |
) |
|
- |
|
Net cash outflow for acquisition of subsidiaries (net of cash acquired from subsidiaries) |
|
|
(36,378 |
) |
|
(107 |
) |
Proceeds from dispositions of discontinued operations |
- |
571 |
|||||
Proceeds from disposal of land use right and property |
6,125 |
- |
|||||
Net cash used in investing activities |
|
|
(81,155 |
) |
|
(3,994 |
) |
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
Due to a director |
|
|
(73 |
) |
|
12 |
|
Issuance of common stock, net of issuing expenses |
|
|
2,654 |
|
|
22,285 |
|
New borrowings, net of issuing cost |
|
|
117,812 |
|
|
3,508 |
|
Repayment of borrowings |
|
|
(3,481 |
) |
|
- |
|
Net cash provided by financing activities |
|
|
116,912 |
|
|
25,805 |
|
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH |
|
|
1,677 |
|
|
526 |
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS |
|
|
48,807 |
|
|
21,201 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
30,980 |
|
|
2,277 |
|
CASH AND CASH EQUIVALENTS, END OF PERIOD |
|
$ |
79,787 |
|
$ |
23,478 |
|
10