-----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, OwbhjA/GEkJEGCqxY8EOfg0KCYJ9OxLOp0vyv3IaVjmdP408Bd0cYw5HTVTHo7aV YtDhZKVeGDU7X3R6oqVLbA== 0001448788-10-000109.txt : 20100517 0001448788-10-000109.hdr.sgml : 20100517 20100517164308 ACCESSION NUMBER: 0001448788-10-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100517 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100517 DATE AS OF CHANGE: 20100517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Armco Metals, Inc. CENTRAL INDEX KEY: 0001410711 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS, MINERALS (NO PETROLEUM) [5050] IRS NUMBER: 260491904 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34631 FILM NUMBER: 10839320 BUSINESS ADDRESS: STREET 1: ONE WATERS PARK DRIVE, SUITE 98 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: (650) 212-7620 MAIL ADDRESS: STREET 1: ONE WATERS PARK DRIVE, SUITE 98 CITY: SAN MATEO STATE: CA ZIP: 94403 FORMER COMPANY: FORMER CONFORMED NAME: Cox Distributing Inc. DATE OF NAME CHANGE: 20070827 8-K 1 cnam8k.htm CHINA ARMCO METALS, INC. FORM 8-K cnam8k.htm
 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 17, 2010

_________________

 
CHINA ARMCO METALS, INC.
(Exact name of registrant as specified in its charter)

 
 
NEVADA
001-34631
26-0491904
     
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
One Waters Park Drive, Suite 98 San Mateo, California
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (650) 212-7620 
 
 not applicable
(Former name or former address, if changed since last report)
 
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):
 
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  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 May 17, 2010, China Armco Metals, Inc. (the "Company") issued a press release to announce its financial results for the three month period ended March 31, 2010.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
  
The information furnished with this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, 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
 
99.1         Press Release of China Armco Metals, Inc. dated May 17, 2010 (furnished herewith).


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 ARMCO METALS, INC.
         
Date: May 17, 2010
     
/s/ Kexuan Yao
       
Kexuan Yao
Chairman, President and Chief Executive Officer
 
 
EX-99.1 2 exh99-1.htm PRESS RELEASE exh99-1.htm
 



 
Exhibit 99.1
 
 
China Armco Metals Reports Financial Results for the First Quarter of 2010
 
SAN MATEO, CA--(MARKET WIRE)—May 17, 2010 -- China Armco Metals, Inc. (NYSE AMEX: CNAM), a distributor of imported metal ore and metal recycler with a new state of the art scrap metal recycling facility in China, today announced the Company's financial results for the first quarter of 2010.

Financial Highlights
 
-1st quarter 2010 revenue increases to $8.6 million, up 59% from $5.4 Million in the 1st quarter of 2009
-1st quarter 2010 Non-GAAP Net Income of $670,000 versus $185,000 in 1st quarter of 2009
-1st quarter 2010 Non-GAAP EPS of $0.06 versus $0.02 in 1st quarter of 2009
-1st quarter 2010 GAAP net income of $53,000 after inclusion of a non-cash charge of ($324,000) for the increase of fair market value of outstanding common stock purchase warrants
-1st quarter 2010 GAAP EPS of $0.01 versus $0.03 in first quarter of 2009
Maintains Financial Forecast for Full Year 2010
- Maintains financial guidance with full year 2010 revenue exceeding $220 with full year net income exceeding $12 million
 
 
First Quarter 2010 Financial Results
 
Net revenues for the first quarter of 2010 were $8.6 million, an increase of 59% compared to the $5.4 million recorded in the first quarter of 2009.  The increase in revenue is largely attributable to a stronger overall business environment in 2010 as compared to 2009 assisted by our increased credit availability.
 
Cost of goods sold for the first quarter of 2010 were $8.0 million, as compared to $4.8 million in the first quarter of 2009.   Gross profit margins were 6.5% in the first quarter of 2010 as compared to 9.4% in the first quarter of 2009.  The decrease in margins in 2010 was mainly due to a heavy concentration of lower margin iron ore shipments in the Company’s ore sourcing and distribution operations.  Additionally, we received a favorable vendor price adjustment of $963,000 for goods previously shipped.  This was recorded as a gain related to a vendor price adjustment in other income, not as an offset to our cost of goods sold. Operating expenses for the first quarter of 2010 were $914,000, as compared to $334,000 in the first quarter of 2009. The Company’s operating expenses are c omprised of selling expenses and general and administrative expenses.  These increases are a result of a higher level of sales and additional costs related to stock based compensation, and increases in staff for the initiation of our metal recycling operations.
 
On a non-GAAP basis, net income for the first quarter of 2010 was $670,000, an increase of over 262% as compared to non-GAAP net income of $185,000 in the first quarter of 2010.  This resulted in Non-GAAP EPS of $0.06 as compared to non-GAAP EPS of $0.02 in the first quarter of 2009.  After deducting all non-cash items including $322,000 related to the fair market value of outstanding warrants treated as derivative liabilities, GAAP net income was $53,000 as compared to $297,000 in the first quarter of 2009 (inclusive of a gain of $170,000 from the reduction in fair market value of the same warrants).  This resulted in GAAP EPS of $0.01 as compared to GAAP EPS of $0.03 in the first quarter of 2009.
 
At March 31, 2010 shareholder equity reached $27.1 million with cash of $4.1million as compared to December 31, 2009, when shareholder equity was $17.1 million with cash of $744,000.
 
Financial Forecast for Full Year of 2010
 
As a result of a strong comparative performance in the first quarter of 2010 with continued strong demand in our distribution business coupled with the launch in the second quarter and anticipated ramp up in production at our newly operational scrap metal recycling facility, management is maintaining financial guidance with revenues for the full year of 2010 exceeding $220 million with net income exceeding $12.0 million.  Management expects its metal recycling operations to become the largest contributor to revenues progressively accelerating in the second half of 2010.
 
Commenting on China Armco Metals’ financial performance, Kexuan Yao, its CEO and Chairman stated, “We are pleased with our performance in the first quarter.  While it is traditionally our weakest quarter, we increased sales over 59% from the same period in 2009.  We anticipate that as our recycling ramps up throughout the year and our distribution business builds on the favorable trends from the first quarter of 2010, we expect to see record performance for our company in the coming years.  We are in the strongest financial position in our history and intend to put our capital to work to further fuel our growth.”
 
About China Armco Metals, Inc.
 
China Armco Metals, Inc. is engaged in the sale and distribution of metal ore and non-ferrous metals throughout the PRC and has entered the recycling business with the recent launch of operations of a 1-million ton per year capacity scrap metal shredder and recycler located on 32 acres of land in Lianyungang, China.  China Armco maintains customers throughout China which includes the fastest growing steel producing mills and foundries in the PRC. Raw materials are supplied from global suppliers in India, Hong Kong, Nigeria, Brazil, Turkey, and the Philippines. China Armco's product lines include ferrous and non-ferrous ore, iron ore, chrome ore, nickel ore, magnesium, copper ore, manganese ore and steel billet. The recycling facility is expected to be capable of recycling one million metric tons of scrap metal per year which wil l position China Armco as one of the 10 largest recyclers of scrap metal in China. China Armco estimates the recycled metal market at 70 million metric tons in 2010.
 
 

 
 

 

CHINA ARMCO METALS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
                 
             
   
March 31, 2010
   
December 31, 2009
 
   
(Unaudited)
         
 ASSETS
               
 CURRENT ASSETS:
               
 Cash
 
$
                4,125,091
   
$
                   743,810
 
 Pledged deposits
   
                   214,768
     
                   779,169
 
 Accounts receivable, net
   
              13,406,561
     
              28,390,528
 
 Inventories
   
                     37,854
     
                   496,149
 
 Advance on purchases
   
                3,481,847
     
                3,903,782
 
 Prepayments and other current assets
   
                6,017,816
     
                3,513,538
 
                 
 Total Current Assets
   
              27,283,937
     
              37,826,976
 
                 
 PROPERTY, PLANT AND EQUIPMENT, net
   
              25,157,851
     
              19,642,861
 
                 
 LAND USE RIGHTS, net
   
                2,147,100
     
                2,158,234
 
                 
 Total Assets
 
$
              54,588,888
   
$
              59,628,071
 
                 
 LIABILITIES AND STOCKHOLDERS' EQUITY
               
 CURRENT LIABILITIES:
               
 Loans payable
 
$
                               -
   
$
              17,021,558
 
 Current maturities of long-term debt
   
                2,194,234
     
                2,193,881
 
 Accounts payable
   
                7,489,100
     
                6,841,584
 
 Advances from stockholder
   
                1,870,851
     
                     35,475
 
 Customer deposits
   
                2,921,101
     
                2,453,098
 
 Corporate income tax payable
   
                2,110,849
     
                1,990,277
 
 Value added tax and other taxes payable
   
                   345,862
     
                1,312,455
 
 Accrued expenses and other current liabilities
   
                1,905,838
     
                   654,756
 
                 
 Total Current Liabilities
   
              18,837,835
     
              32,503,084
 
                 
 LONG-TERM DEBT
   
                8,045,523
     
                6,581,641
 
                 
 DERIVATIVE LIABILITY
   
                   572,396
     
                3,417,974
 
                 
Total Liabilities
   
              27,455,754
     
              42,502,699
 
                 
 COMMITMENTS AND CONTINGENCIES
               
                 
 STOCKHOLDERS' EQUITY:
               
 Preferred stock, $0.001 par value; 1,000,000 shares authorized;
               
 none issued or outstanding
   
                               -
     
                               -
 
 Common stock, $0.001 par value, 74,000,000 shares authorized,
               
 11,793,262 and 10,310,699 shares issued and outstanding, respectively      11,793             10,310        
 Additional paid-in capital
   
              13,017,568
     
                2,556,966
 
 Deferred compensation
   
              (1,180,108)
     
                 (676,500)
 
 Retained earnings
   
              14,990,139
     
              14,936,915
 
 Accumulated other comprehensive income:
               
 Foreign currency translation gain
   
                   293,742
     
                   297,681
 
                 
 Total Stockholders' Equity
   
              27,133,134
     
              17,125,372
 
                 
 Total Liabilities and Stockholders' Equity
 
$
              54,588,888
   
$
              59,628,071
 

 

 
 

 
CHINA ARMCO METALS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                 
   
For the three Months
   
For the three Months
 
   
Ended
   
Ended
 
   
March 31, 2010
   
March 31, 2009
 
   
(Unaudited)
   
(Unaudited)
 
                 
 NET REVENUES
 
 $
              8,576,570
   
 $
              5,357,858
 
                 
 COST OF GOODS SOLD
   
              8,017,651
     
              4,847,235
 
                 
 GROSS PROFIT
   
                 558,919
     
                 510,623
 
                 
 OPERATING EXPENSES:
               
 Selling expenses
   
                 342,705
     
                   27,293
 
 General and administrative expenses
   
                 570,872
     
                 306,641
 
                 
 Total operating expenses
   
                 913,577
     
                 333,934
 
                 
 INCOME (LOSS) FROM OPERATIONS
   
                (354,658)
     
                 176,689
 
                 
 OTHER (INCOME) EXPENSE:
               
 Interest income
   
                       (225)
     
                             -
 
 Interest expense
   
                   85,115
     
                   18,036
 
 Gain from vendor price adjustment
   
                (963,259)
     
                             -
 
 Loss (gain) on change in fair value of derivative liability
   
                 321,754
     
                (169,826)
 
 Other (income) expense
   
                     2,400
     
                   30,227
 
                 
 Total other (income) expense
   
                (554,215)
     
                (121,563)
 
                 
 INCOME (LOSS) BEFORE INCOME TAXES
   
                 199,557
     
                 298,252
 
                 
 INCOME TAXES
   
                 146,333
     
                        790
 
                 
 NET INCOME (LOSS)
   
                   53,224
     
                 297,462
 
                 
 OTHER COMPREHENSIVE INCOME:
               
 Foreign currency translation gain (loss)
   
                    (3,939)
     
                  (26,445)
 
                 
 COMPREHENSIVE INCOME (LOSS)
 
 $
                   49,285
   
 $
                 271,017
 
                 
 NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED:
               
 Basic earning (loss) per share
 
 $
                       0.01
   
 $
                       0.03
 
 Diluted earning (loss) per share
 
 $
                           -
   
 $
                       0.03
 
                 
 Weighted Average Common Shares Outstanding - basic
   
            10,571,611
     
            10,095,616
 
 Weighted Average Common Shares Outstanding - diluted
   
            12,082,551
     
            10,095,616
 
                 

 

 
 

 

Q1 Fiscal Year 2010 GAAP Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP NET INCOME

The following table reconciles the calculation of net income per share on a basic and fully diluted basis from the amounts reported in accordance with generally accepted accounting principles ("GAAP") to such amounts before giving effect to the following non-cash items: depreciation and amortization,  restricted share-based compensation expenses – employees and directors, share-based compensation expense – consultants, and gain or loss due to the change in fair value of derivative liability. This disclosure is being provided as we believe it is meaningful to our investors and other interested parties to understand our operating performance on a consistent basis without regard to the impact of expenses linked to market fluctuations. The presentation of the non-GAAP information titled "Non-GAAP net income” and " Non-GAAP net loss” is not meant to be considered in isolation or as a substitute for net income or diluted income per share prepared in accordance with GAAP.

 
   
Three Months Ended March 31, 2010
 
Three Months Ended March 31, 2009
   
Unaudited
 
Unaudited
         
Restated
GAAP net income
 
$
                           53,224
 
$
                                297,462
Depreciation and Amortization expense
   
                         126,038
   
                                  57,681
Restricted Share-based compensation expenses - Employees & Directors(1)
   
                           59,792
   
                                          -
Share-based compensation expenses - Consultants
   
                         109,622
   
                                          -
Change in fair value of derivative liability
   
                         321,754
   
                               (169,826)
Non-GAAP net income
   
                         670,430
   
                                185,317
 Weighted Average Common Shares Outstanding - basic and diluted
   
                    10,571,611
   
                           10,095,616
GAAP Earnings applicable to common stockholders
 
$
                           53,224
 
$
                                297,462
  GAAP Basic EPS
   
                               0.01
   
                                      0.03
  GAAP Diluted EPS
   
                               0.01
   
                                      0.03
Non-GAAP Earnings applicable to common stockholders
   
                         670,430
   
                                185,317
  Non-GAAP Basic EPS
   
                               0.06
   
                                      0.02
  Non-GAAP Diluted EPS
 
$
                               0.06
 
$
                                      0.02
Shares used in basic net income per-share calculation - GAAP
   
                    10,571,611
   
                           10,095,616
Shares used in basic net income per-share calculation - Non-GAAP
   
                    10,571,611
   
                           10,095,616
Shares used in diluted net income per-share calculation - GAAP
   
                    12,082,551
   
                           10,095,616
Shares used in diluted net income per-share calculation - Non-GAAP
   
                    12,082,551
   
                           10,095,616
             

 

 
 

 

Safe Harbor Statement
 
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, China Armco Metals, Inc., is hereby providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in forward-looking statements (as defined in such act). Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "intends," "plans," "believes" and "projects") may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially f rom those expressed in the forward-looking statements. These statements include, but are not limited to, our guidance and expectations regarding revenues, net income and earnings. In addition, any such statements are qualified in their entirety by reference to, and are accompanied by, the following key factors that have a direct bearing on our results of operations:
 
 
 
We operate in a business that is cyclical and where demand can be volatile.
 
 
Our dependence on adequate supply and availability of raw materials.
 
 
The principal markets we serve are highly competitive.
 
 
Our customers’ inability to fulfill their contractual obligations during uncertain economic conditions.
 
 
Loss of order volumes from any of our major customers could result in a significant decline in our sales and our cash flows may be reduced.
 
 
Equipment upgrades and equipment failures may lead to production curtailments or shutdowns.
 
 
Our need for additional financing to fund expansion of our recycling facility and working capital for our metal ore business and the potentially dilutive effects of those activities.
 
 
Our ability to manage growth in operations to maximize our potential growth and achieve our expected revenues.
 
 
The lack various legal protections in certain agreements to which we are a party and which are material to our operations which are customarily contained in similar contracts prepared in the United States.
 
 
Our dependence on our key management personnel.
 
 
The effect of changes resulting from the political and economic policies of the Chinese government on our assets and operations located in the PRC.
 
 
The influence of the Chinese government over the manner in which our Chinese subsidiaries must conduct our business activities.
 
 
The impact on future inflation in the PRC on economic activity in the PRC.
 
 
The impact of any recurrence of severe acute respiratory syndrome, or SAR’s, or another widespread public health problem.
 
 
The limitation on our ability to receive and use our revenues effectively as a result of restrictions on currency exchange in the PRC.
 
 
Our ability to enforce our rights due to policies regarding the regulation of foreign investments in the PRC.
 
 
The restrictions imposed under recent regulations relating to offshore investment activities by Chinese residents and the increased administrative burden we face and the creation of regulatory uncertainties that may limit or adversely affect our ability to complete the business combination with our PRC based subsidiaries.
 
 
Our ability to comply with the United States Foreign Corrupt Practices Act which could subject us to penalties and other adverse consequences.
 
 
Our ability to establish adequate management, legal and financial controls in the PRC.
 
 
The provisions of our articles of incorporation and bylaws which may delay or prevent a takeover which may not be in the best interests of our shareholders.
 
 
Our controlling stockholders may take actions that conflict with your interests.
 
We caution that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. This press release is qualified in its entirety by the cautionary statements and risk factor disclosure contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the year ended December 31, 2009.
 
Contact:
 
China Armco Metals, Inc.
Richard Galterio
Investor Relations
954-363-7333
 
ir@armcometals.com
 
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