-----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, Vire7rqPRt0Z6RmbRmm1P9115x2K/8U1kP+YxrNtLjWU6z+AwtwSQnh6te5hg5DI QPyTBTo6D5bdWdvoDaSK4A== 0001448788-10-000160.txt : 20100813 0001448788-10-000160.hdr.sgml : 20100813 20100813164719 ACCESSION NUMBER: 0001448788-10-000160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100813 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100813 DATE AS OF CHANGE: 20100813 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: 101015886 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 cnam8-k.htm CHINA ARMCO METALS, INC. FORM 8-K cnam8-k.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) August 13, 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):
 
 
[ ]  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

On August 13, 2010, China Armco Metals, Inc. (the "Company") issued a press release to announce its financial results for the six month period ended June 30, 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 August 13, 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: August 13, 2010
/s/ Kexuan Yao
 
Kexuan Yao
Chairman, President and Chief Executive Officer
 
 
EX-99.1 2 exh99-1.htm PRESS RELEASE DATED AUGUST 13, 2010 exh99-1.htm


Exhibit 99.1
China Armco Metals Reports Financial Results for the Second Quarter Ended June 30, 2010

SAN MATEO, CA--(August 13, 2010) - China Armco Metals, Inc. (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 its financial results for the second quarter of 2010.

Six Months and Second Quarter 2010 Financial Results

Net revenues for the first six months of 2010 were $25.6 million compared to the $27.9 million recorded in the first six months of 2009. The decrease in revenue is largely due to a sharp decline in customer demand midway through the second quarter of 2010 resulting from the Chinese government measures to restrain the real estate industry from overheating.  As a result, net revenues for the second quarter of 2010 were $17.0 million compared to the $22.5 million recorded in the second quarter of 2009. In the second quarter we experienced a significant decline in metal ore sales as purchasers curtailed orders in light of these policies. Management sees these pressures easing in the coming quarters and has already seen a marked pickup in activity from customers.

The soft demand in the second quarter of 2010 coupled with a declining price environment caused severe pressure on the Company’s gross margins resulting in gross profit margins declining to 1.2% in the second quarter of 2010 as compared to 18.3% in the second quarter of 2009. Additionally, there was a heavy concentration of sales of lower margin iron ore in the second quarter of 2010 compared to a large high margin shipment of chromium contributing substantially to gross margins in the second quarter of 2009. Operating expenses for the second quarter of 2010 were $1.0 million, as compared to $671,000 in the second quarter of 2009. Increases in operating expenses which are comprised of selling expenses and general and administrative expenses, were a result of stock based compensation, increases in operational costs in our US offices and costs associated with additional staff in our metal recycling operations.

We recorded a net loss of ($248,000) for the second quarter of 2010 compared to a net income of $3.1 million recorded for the second quarter of 2009.  This resulted in a loss per diluted share of ($0.02) as compared to earnings per diluted share of $0.31 in the second quarter of 2009. The net loss for the first six months of 2010 was ($194,408) or ($0.02) per diluted share as compared to net income of $3.4 million or $0.34 per diluted share in the first six months of 2009.

Our June 30, 2010 balance sheet reflects the efforts we have made to position our company for business expansion with shareholder equity reaching $42.9 million and cash of $3.2 million as compared to December 31, 2009, where shareholder equity was $17.1 million with cash of $744,000.  Working capital also increased to $18.6 million as compared to $5.3 million in December 31, 2009.

Financial Forecast for Full Year of 2010

While performance in the second quarter of 2010 suffered from a number of macroeconomic factors, we have made significant strides in the launch of our metal recycling facility.  Installation of equipment along with government approvals was completed in the second quarter of 2010 with some minor delays during our testing phase.  However, we were able to deliver approximately 10,500 metric tons of finished product to end customers in the second quarter.  Production will accelerate substantially in the third quarter and we are seeing a strong pickup in ore trading activity as well.  Based on our current production and delivery schedules in metal recycling coupled with current quoting activity in our trading operations we anticipate a very strong performance for the remainder of 2010.  The lon ger than anticipated testing phase in our metal recycling operations and soft second quarter has caused management to revise its financial guidance for 2010.  Management now expects revenues for the full year of 2010 to exceed $180 million with net income exceeding $10 million. Management expects its metal recycling operations to become the largest contributor to revenues progressively accelerating in the second half of 2010.  We will further discuss our operating results as well as our outlook for the remainder of 2010 during the conference call today, August 13, 2010 at 5:00PM EST.
 
Commenting on China Armco Metals' financial performance, Kexuan Yao, its CEO and Chairman stated, "While the second quarter was particularly challenging, we have launched our recycling operations and see production accelerating.  We have significantly strengthened our balance sheet and secured significant additional borrowing capacity giving us a great deal more financial flexibility to rapidly grow our business. We intend to make every effort to maintain a high rate of production for the remainder of 2010.  As we head into our traditionally stronger quarters we believe we are poised for a period of significant earnings growth and we intend to deliver on our aggressive plan for the benefit of our shareholders.”
 
 
- 1 -

 
 
China Armco Metals Conference Call to discuss the Company’s financial results for the second quarter of 2010.
 
The conference call will take place at 5:00 p.m. EST on Friday, August 13, 2010. Anyone interested in participating should call (877) 407-9210 if calling within the United States or (201) 689-8049 if calling internationally approximately 5 to 10 minutes prior to 5:00 p.m. Participants should ask for the China Armco Metals Second Quarter 2010 Financial Results conference call.

This call is being webcast at: http://www.investorcalendar.com/IC/CEPage.asp?ID=160960

The playback of the webcast can be accessed until August 13, 2011. 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
 
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 shredder and recycler of metals located on 32 acres of land acquired by China Armco. 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 will position China Arm co as one of the 10 largest recyclers of scrap metal in China. China Armco estimates the recycled metal market in China as 70 million metric tons. For more information about China Armco, please visit http://www.armcometals.com.

 
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CHINA ARMCO METALS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
             
   
June 30, 2010
   
December 31, 2009
 
   
(Unaudited)
         
 ASSETS
               
 CURRENT ASSETS:
               
 Cash
 
$
 3,165,154
   
$
 743,810
 
 Pledged deposits
   
 1,580,764
     
 779,169
 
 Marketable securities
   
 3,656,981
     
 -
 
 Accounts receivable, net
   
 12,026,543
     
 28,390,528
 
 Inventories
   
 3,813,377
     
 496,149
 
 Advance on purchases
   
 5,106,360
     
 3,903,782
 
 Prepaid value added taxes
   
 1,342,876
     
 -
 
 Prepayments and other current assets
   
 1,566,648
     
 3,513,538
 
 Total Current Assets
   
 32,258,703
     
 37,826,976
 
                 
 PROPERTY, PLANT AND EQUIPMENT, net
   
 30,305,862
     
 19,642,861
 
                 
 LAND USE RIGHTS, net
   
 2,144,244
     
 2,158,234
 
 Total Assets
   
 64,708,809
     
 59,628,071
 
                 
 LIABILITIES AND STOCKHOLDERS' EQUITY
               
 CURRENT LIABILITIES:
               
 Loans payable
   
 -
     
 17,021,558
 
 Current maturities of long-term debt
   
 -
     
 2,193,881
 
 Accounts payable
   
 9,986,556
     
 6,841,584
 
 Advances from stockholder
   
 375,194
     
 35,475
 
 Customer deposits
   
 1,279,812
     
 2,453,098
 
 Corporate income tax payable
   
 1,716,452
     
 1,990,277
 
 Value added tax and other taxes payable
   
 54,587
     
 1,312,455
 
 Accrued expenses and other current liabilities
   
 235,191
     
 654,756
 
 Total Current Liabilities
   
 13,647,792
     
 32,503,084
 
                 
 LONG-TERM DEBT
   
 8,078,019
     
 6,581,641
 
                 
 DERIVATIVE LIABILITY
   
 123,285
     
 3,417,974
 
Total Liabilities
   
 21,849,096
     
 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, 14,763,320 and 10,310,699 shares issued and outstanding, respectively
   
 14,763
     
 10,310
 
 Additional paid-in capital
   
 28,374,631
     
 2,556,966
 
 Deferred compensation
   
 (672,916)
     
 (676,500)
 
 Retained earnings
   
 14,742,506
     
 14,936,915
 
 Accumulated other comprehensive income:
               
 Foreign currency translation gain
   
 400,729
     
 297,681
 
                 
 Total Stockholders' Equity
   
 42,859,713
     
 17,125,372
 
 Total Liabilities and Stockholders' Equity
 
$
 64,708,809
   
$
 59,628,071
 
                 
The notes to our unaudited consolidated financial statements are an integral part of these consolidated financial statements.

 
- 3 -

 


CHINA ARMCO METALS, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
 
                         
   
For the Three Months Ended June 30,
   
For the Six Months Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
 NET REVENUES
 
$
16,999,602
   
$
22,537,814
   
$
25,576,172
   
$
27,895,672
 
 COST OF GOODS SOLD
   
16,802,757
     
18,415,683
     
24,820,408
     
23,262,918
 
 GROSS PROFIT
   
196,845
     
4,122,131
     
755,764
     
4,632,754
 
                                 
 OPERATING EXPENSES:
                               
   Selling expenses
   
379,392
     
385,103
     
722,097
     
412,396
 
   General and administrative expenses
   
631,122
     
285,960
     
1,201,994
     
592,601
 
   Total operating expenses
   
1,010,514
     
671,063
     
1,924,091
     
1,004,997
 
 INCOME (LOSS) FROM OPERATIONS
   
(813,669
)
   
3,451,068
     
(1,168,327
)
   
3,627,757
 
                                 
 OTHER (INCOME) EXPENSE:
                               
   Interest income
   
(5,631
   
(45,018
)
   
(5,856
)
   
(45,018
)
   Interest expense
   
-
     
119,120
     
85,115
     
137,156
 
   Import and export agency income
   
-
     
(47,244
)
   
 -
     
 (47,244
   Gain from vendor price adjustment
   
-
     
-
     
(963,259
)
   
-
 
   Loss (gain) on change in fair value of derivative liability
   
(427,881
)
   
244,550
     
(106,127
)
   
74,724
 
   Loss on forward foreign currency contracts
   
-
     
(12,079
)
   
-
     
(12,079
)
   Loan  guarantee cost
   
31,583
     
-
     
31,583
     
-
 
   Other (income) expense
   
(149,647
)
   
66,945
     
(147,247
)
   
97,172
 
   Total other (income) expense
   
(551,576
)
   
326,274
     
(1,105,791
)
   
204,711
 
                                 
 INCOME BEFORE INCOME TAXES
   
(262,093
)
   
3,124,794
     
(62,536
)
   
3,423,046
 
                                 
 INCOME TAXES
   
(14,461
)
   
(716
)
   
131,872
     
74
 
                                 
 NET INCOME
   
(247,632
)
   
3,125,510
     
(194,408
)
   
3,422,972
 
                                 
 OTHER COMPREHENSIVE INCOME (LOSS):
                               
   Foreign currency translation gain (loss)
   
99,109
     
(31,956
)
   
103,048
     
(58,401
)
                                 
 COMPREHENSIVE INCOME
 
$
(148,523
)
 
$
3,093,554
   
$
(91,360
)
 
$
3,364,571
 
                                 
 NET EARNINGS PER COMMON SHARE - BASIC AND DILUTED:
                               
 -  Earning per share - Basic
 
$
(0.02
)
 
$
0.31
   
$
(0.01
)
 
$
0.34
 
 -  Earnings per share - Diluted
 
$
(0.02
)
 
$
0.31
   
$
(0.01
)
 
$
0.34
 
                                 
   Weighted Average Common Shares Outstanding - basic
   
13,900,753
     
10,096,538
     
13,900,753
     
10,096,538
 
   Weighted Average Common Shares Outstanding - diluted
   
13,900,753
     
10,096,538
     
13,900,753
     
10,096,538
 
                                 
The notes to our unaudited consolidated financial statements are an integral part of these consolidated financial statements.
 


 
- 4 -

 
 
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, earnings and scrap metal production. 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
U.S. Representative
954-363-7333
ir@armcometals.com

 
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