EX-99.1 2 v158388_ex99-1.htm Unassociated Document
 
Exhibit 99.1
 
 
 
 
 
Company Contact:
Investor Relations Contact:
Mr. Leo Wang
Mr. Crocker Coulson
Chief Financial Officer
President
China Wind Systems, Inc.
CCG Investor Relations
Tel: +1-877-224-6696 ext 705
Tel: +1-646-213-1915 (NY Office)
E-mail: leo.wang@chinawindsystems.com
E-mail:crocker.coulson@ccgir.com
Web site: www.chinawindsystems.com
Web site: www.ccgirasia.com
 
China Wind Systems, Inc. Reports Strong Second Quarter Fiscal 2009 Results

Net revenues increased 21.5% year-over-year to $13.6 million
Net income increased 26.2% year over year to $1.8 million, or $0.03 per diluted share

Wuxi, Jiangsu Province, China August 17, 2009 China Wind Systems, Inc. (OTC Bulletin Board: CWSI), (“China Wind Systems” or the “Company”), a leading supplier of forged products and industrial equipment to the wind power and other industries in China,  today announced its financial results for the quarter and six months ended June 30, 2009.
 
Second Quarter 2009 Highlights and Recent Events
 
 
·
Net revenues increased 21.5% to $13.6 million
 
·
Revenue from the sale of forged products for the wind power and other industries increased 139.8 to  $9.8 million, or 72% of net revenues
 
·
Revenue from the sale of forged products exclusively to the wind industry increased 118.2% to $3.6 million, or 26.8% of net revenue
 
·
Gross profit increased 12.3% to $3.1 million
 
·
Net income increased 26.2% to $1.8 million , or $0.03 per fully diluted share
 
·
Awarded government grant
 
·
Received ISO9001 certification for forged products manufacturing facility
 
·
Signed $14 million contract to supply wind tower flanges to Chengxi Shipyard Co., Ltd (“Chengxi”)
 
·
Approved one-for-three reverse stock split
 
·
Elected Megan Penick as independent director
 
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“We are very pleased with the progress of our new forged product manufacturing facility, which began production in March 2009, as forged products generated nearly three-fourths of our total revenues in the second quarter,” said Mr. Jianhua Wu, Chairman and CEO of China Wind Systems, Inc.“As we achieved greater efficiency at the new facility, our gross margins for forged products increased to 23.2%.  In July, we signed a $14 million contract to supply wind tower flanges to Chengxi, who sells to some of the premier wind power companies in the world.  We are confident that our continuous efforts to provide superior products and quality customer service will further strengthen our reputation as a leading provider of components to the wind power industry.”
 
Second Quarter 2009 Results
 
Net revenues for the second quarter of 2009 increased 21.5% to $13.6 million, compared to $11.2 million for the same period in 2008. The increase was primarily due to strong sales growth of forged rolled rings. Revenues from the sale of forged rolled rings for the wind power and other industries grew 139.8% to $9.8 million, or 72.0% of net revenue, for the second quarter of 2009, compared to $4.1 million, or 36.4% of net revenue, for the same period of the prior year. Revenue from the sale of forged rolled rings exclusively for the wind power industry rose 118.2% to $3.6 million, and represented 26.8% of net revenues, compared to $1.7 million, or 15.0% of net revenues in the year-ago period.  Revenues from the Company’s dyeing and finishing equipment segment decreased 41.7% to $3.8 million, or 28.0% of net revenues, compared to $6.5 million, or 58.3% of net revenue, for the second quarter of 2009 due to impact of the global recession on China’s textile industry.
 
Gross profit for the second quarter of 2009 increased 12.3% to $3.1 million, from $2.8 million for the same period in the prior year. Gross margin was 22.9% compared to 24.7% for the same period in 2008. The dyeing and finishing equipment segment’s gross margin was 22.1%, down from 25.9% in the comparable period in 2008. The decrease is attributable to an increase in the cost of raw materials, such as steel and other metals, which could not be passed on to customers during that period, as well as stronger competition which drove down prices. Gross margin for forged rolled rings and electric power equipment was 23.2%, compared with 23.1% in the same period last year.  The Company believes that its gross margins will improve to the extent that it is able to utilize its factory more efficiently.
 
Operating expenses decreased 18.9%, to $0.6 million in the second quarter of 2009, compared with $0.7 million in the comparable period last year, primarily the result of lower professional fees and depreciation. As a percent of net revenues, operating expenses declined to 4.4%, from 6.5% in the comparable period in 2008.
 
Operating income increased 23.6% to $2.5 million for the second quarter of 2009, from $2.0 million for the same period in the prior year.
 
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Net income increased 26.2% to $1.8 million, compared to $1.4 million in the second quarter of 2008. Diluted earnings per share grew to $0.03 from $0.02 in the comparable period last year.
 
Six Months Results

For the first half of 2009, revenues increased to $21.4 million, up 9.2% from $19.6 million in the corresponding period of 2008. Gross profit decreased 4.8% to $4.7 million, as compared to $4.9 million in the same period one year ago. Gross margin was 21.9%, compared to 25.2% during the first half of 2008. Operating income was unchanged at $3.5 million. Net income attributable to common shareholders was $2.4 million, or $0.04 per diluted share, compared to net loss available to common shareholders of $2.7 million, or ($0.07) per diluted share, in the first half of 2008. For the six months ended June 30, 2008, net loss attributable to common shareholders included $2.3 million in non-cash items related to the Company’s convertible debt and a deemed preferred stock dividend of $2.9 million which had the effect of reducing our net income available to common stockholders. Non-GAAP adjusted net income available to common shareholders for the first half of 2008, which excludes the non-cash items and deemed preferred dividend, was $2.4 million, or $0.06 per diluted share.
 
Financial Condition

As of June 30, 2009, the Company had cash and cash equivalents of $720,827, notes receivable of $401,473 and accounts receivable of $6.3 million and working capital of $4.8 million. The Company had $1.2 million in short-term loans payable, $0.8 million of long-term debt, and stockholders’ equity of $36 million.

During the first six months of 2009, China Wind generated $2.0 million in operating cash flow and spent $2.8 million in capital expenditures primarily for equipment to produce larger forged rolled rings.

Recent Events

In August, the Company approved a one-for-three reverse stock split.

In August, the Company elected Megan Penick as independent director.
 
In July, the Company signed a $14 million contract to supply wind tower flanges to Chengxi from September 2009 to June 2010 in the amount of 800 to 1,200 tons per month. Chengxi is a supplier to some of the world’s top wind turbine manufacturers.
 
In July, the Company received International Organization for Standardization Certification ISO9001:2009 that accredits China Wind Systems’ quality management system.

6

 
Business Outlook
 
“We are confident in our prospects to significantly build our wind power business, as we are gaining sales momentum and building our stature as evidenced by our recent contract with Chengxi for wind tower flanges. The Chinese government recently increased its forecast of China’s installed wind capacity from 30 GW to 150 GW in 2020, demonstrating the compelling long-term opportunities available to China Wind Systems,” said Mr. Wu. “We continue our efforts to improve our corporate governance and hope to be able to list our shares on a major US stock market.”
 
Use of Non-GAAP Financial Measures
 
China Wind Systems believes that net income adjusted for certain non-cash expenses, a non-GAAP performance measure, is a reasonable means for understanding its business in view of the significant non-cash charges which do not relate to the operation of the business. In connection with the Company's November 2007 private placement, it issued 3% convertible notes to the investors in the principal amount of the $5,525,000. Because of the favorable conversion terms, the debt was issued at a discount of $2,610,938. Upon the conversion of the debt into equity in March 2008, the unamortized debt discount of $2,263,661 was fully amortized and treated as additional interest, and the relative fair value of the warrants granted in March 2008 related to the November 2007 private placement of $2,884,062 was classified as a deemed dividend to the holders of the series A preferred stock. The amortization of the debt discount and the deemed dividend are non-cash events which do not affect the Company's operations.
 
Conference Call
 
The Company will conduct a conference call at 10:00 a.m. Eastern Time (ET) on Monday, August 17, 2009 to discuss its second quarter 2009 results. To participate in the live conference call, please dial 888-339-2688 (international callers dial 617-847-3007) approximately ten minutes prior to the start of the call and enter passcode 925 361 25.  A replay will be available for 14 days starting on August 17 at 12:00 p.m. ET. To access the replay, dial (888) 286-8010 (international callers dial 617-801-6888) and enter passcode 441 449 71.
 
About China Wind Systems, Inc.

China Wind Systems supplies forged rolled rings to the wind power and other industries and industrial equipment to the textile and energy industries in China. With its newly finished state-of-the-art production facility, the Company plans to increase its production and shipment of high-precision rolled rings and other essential components primarily to the wind power and other industries. For more information on the Company, visit http://www.chinawindsystems.com. Information on the Company’s Web site or any other Web site does not constitute a portion of this release.
 
7

 
Safe Harbor Statement
 
This release contains certain "forward-looking statements" relating to the business of the Company and its subsidiary and affiliated companies. These forward looking statements are often identified by the use of forward-looking terminology such as "believes,” “expects" or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.



-Financial Tables Follow-

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CHINA WIND SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 
   
For the Three Months Ended
   
For the Six Months Ended
 
   
June 30,
   
June 30,
       
   
2009
   
2008
   
2009
   
2008
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
NET REVENUES
  $ 13,584,030     $ 11,182,950     $ 21,444,897     $ 19,630,024  
                                 
COST OF SALES
    10,479,370       8,419,505       16,743,588       14,692,331  
                                 
GROSS PROFIT
    3,104,660       2,763,445       4,701,309       4,937,693  
                                 
OPERATING EXPENSES:
                               
     Depreciation
    83,393       141,568       160,923       219,588  
     Selling, general and administrative
    509,408       589,420       1,010,356       1,205,988  
                                 
        Total Operating Expenses
    592,801       730,988       1,171,279       1,425,576  
                                 
INCOME FROM OPERATIONS
    2,511,859       2,032,457       3,530,030       3,512,117  
                                 
OTHER INCOME (EXPENSE):
                               
     Interest income
    98       4,011       328       9,644  
     Interest expense
    (176,058 )     (18,753 )     (199,729 )     (2,278,447 )
     Foreign currency loss
    -       -       (11 )     -  
     Grant income
    146,130       -       146,130       -  
     Debt issuance costs
    -       -       (12,000 )     (21,429 )
                                 
        Total Other Income (Expense)
    (29,830 )     (14,742 )     (65,282 )     (2,290,232 )
                                 
INCOME BEFORE INCOME TAXES
    2,482,029       2,017,715       3,464,748       1,221,885  
                                 
INCOME TAXES
    701,494       606,531       1,038,155       1,060,562  
                                 
NET INCOME
    1,780,535       1,411,184       2,426,593       161,323  
                                 
DEEMED PREFERRED STOCK DIVIDEND
    -       -       -       (2,884,062 )
                                 
NET INCOME (LOSS) ALLOCABLE TO COMMON SHAREHOLDERS
  $ 1,780,535     $ 1,411,184     $ 2,426,593     $ (2,722,739 )
                                 
COMPREHENSIVE INCOME:
                               
      NET INCOME
  $ 1,780,535     $ 1,411,184     $ 2,426,593     $ 161,323  
                                 
      OTHER COMPREHENSIVE INCOME:
                               
           Unrealized foreign currency translation gain
    3,253       605,039       44,793       1,612,284  
                                 
      COMPREHENSIVE INCOME
  $ 1,783,788     $ 2,016,223     $ 2,471,386     $ 1,773,607  
                                 
NET INCOME (LOSS) PER COMMON SHARE:
                               
    Basic
  $ 0.04     $ 0.04     $ 0.05     $ (0.07 )
    Diluted
  $ 0.03     $ 0.02     $ 0.04     $ (0.07 )
                                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
                               
    Basic
    45,241,307       38,036,208       45,104,302       37,760,355  
    Diluted
    63,768,461       65,712,820       60,623,310       37,760,355  
 
See notes to unaudited consolidated financial statements

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CHINA WIND SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
   
June 30,
   
December 31,
 
   
2009
   
2008
 
   
(Unaudited)
       
ASSETS
           
             
CURRENT ASSETS:
           
    Cash and cash equivalents
  $ 720,827     $ 328,614  
    Notes receivable
    401,473       269,549  
    Accounts receivable, net of allowance for doubtful accounts (Note 2)
    6,271,623       4,518,259  
    Inventories, net of reserve for obsolete inventory (Note 3)
    2,516,385       1,892,090  
    Advances to suppliers
    123,919       117,795  
    Due from related party (Note 8)
    -       437,688  
    Prepaid value-added taxes on purchases
    234,089       -  
    Prepaid expenses and other
    72,344       21,744  
                 
        Total Current Assets
    10,340,660       7,585,739  
                 
PROPERTY AND EQUIPMENT - net (Note 4)
    28,126,754       25,939,596  
                 
OTHER ASSETS:
               
   Land use rights, net (Note 5)
    3,768,468       3,806,422  
                 
        Total Assets
  $ 42,235,882     $ 37,331,757  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES:
               
    Loans payable (Note 7)
  $ 1,168,770     $ 1,021,272  
    Accounts payable
    2,891,880       2,485,137  
    Accrued expenses
    269,991       187,605  
    VAT and service taxes payable
    -       97,341  
    Advances from customers
    471,847       45,748  
    Income taxes payable
    701,168       569,371  
                 
        Total Current Liabilities
    5,503,656       4,406,474  
                 
LONG-TERM LIABILITIES:
               
    Loan payable - net of current portion and debt discount (Note 7)
    758,397       -  
                 
        Total Liabilities
    6,262,053       4,406,474  
                 
RELATED PARY TRANSACTIONS (Note 8)
               
                 
STOCKHOLDERS' EQUITY: (Note 6)
               
    Preferred stock $0.001 par value;
               
       (June 30, 2009 and December 31, 2008 - 60,000,000 shares authorized, all of which
               
       were designated as series A convertible preferred, 13,626,728 and 14,028,189 shares issued and outstanding;
               
       at June 30, 2009 and December 31, 2008, respectively)
    13,627       14,028  
    Common stock ($0.001 par value; 150,000,000 shares authorized;
               
       46,039,342 and 44,895,546 shares issued and outstanding
               
       at June 30, 2009 and December 31, 2008, respectively)
    46,038       44,896  
    Additional paid-in capital
    16,147,706       15,571,288  
    Retained earnings
    15,858,198       13,639,641  
    Statutory reserve
    829,239       621,203  
    Committments (Note 11)
    -       -  
    Other comprehensive gain - cumulative foreign currency translation adjustment
    3,079,020       3,034,227  
                 
        Total Stockholders' Equity
    35,973,828       32,925,283  
                 
        Total Liabilities and Stockholders' Equity
  $ 42,235,881     $ 37,331,757  
 
See notes to unaudited consolidated financial statements

10


CHINA WIND SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
For the Six Months Ended
 
   
June 30,
 
   
2009
   
2008
 
   
(Unaudited)
   
(Unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
  $ 2,426,593     $ 161,323  
Adjustments to reconcile net income from operations to net cash
               
provided by operating activities:
               
Depreciation
    697,127       322,923  
Amortization of debt discount to interest expense
    16,997       2,263,661  
Amortization of debt offering costs
    -       21,429  
Amortization of land use rights
    43,191       66,761  
Increase in allowance for doubtful accounts
    143,620       170,024  
Interest expense related to debt converion
    128,489       -  
Stock-based compensation expense
    119,612       75,000  
Changes in assets and liabilities:
               
Notes receivable
    (131,584 )     -  
Accounts receivable
    (1,891,180 )     (1,860,346 )
Inventories
    (621,840 )     (911,684 )
Prepaid value-added taxes on purchases
    (234,142 )     -  
Prepaid and other current assets
    (50,602 )     235,398  
Advances to suppliers
    (5,964 )     647,106  
Due from related party
    438,389       -  
Accounts payable
    403,527       (137,507 )
Accrued expenses
    82,146       3,085  
VAT and service taxes payable
    (97,497 )     (230,670 )
Income taxes payable
    131,045       74,150  
Advances from customers
    426,134       864  
                 
NET CASH PROVIDED BY OPERATING ACTIVITIES
    2,024,061       901,517  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Decrease in due from related parties
    -       98,058  
Proceeds from sale of cost-method investee
    -       35,348  
Deposit on long-term assets - related party
    -       (88,783 )
Deposit on long-term assets
    -       (2,648,096 )
Purchase of property and equipment
    (2,849,156 )     (2,126,847 )
                 
NET CASH USED IN INVESTING ACTIVITIES
    (2,849,156 )     (4,730,320 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from loans payable
    1,133,612       141,390  
Proceeds from exercise of warrants
    83,111       854,340  
Payments on related party advances
    -       (101,905 )
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    1,216,723       893,825  
                 
EFFECT OF EXCHANGE RATE ON CASH
    585       184,068  
                 
NET INCREASE (DECREASE) IN CASH
    392,213       (2,750,910 )
                 
CASH  - beginning of year
    328,614       5,025,434  
                 
CASH - end of period
  $ 720,827     $ 2,274,524  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid for:
               
Interest
  $ 46,443     $ 35,505  
Income taxes
  $ 921,760     $ 1,169,603  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:
               
Debt discount for grant of warrants
  $ 92,985     $ -  
Deemed preferred stock dividend reflected in paid-in capital
  $ -     $ 2,884,062  
Convertible debt converted to series A preferred stock
  $ -     $ 5,525,000  
Deposit on long-term assets-related party reclassified to intangible assets
  $ -     $ 5,500,030  
Series A preferred converted to common shares
  $ 401     $ 759  
Common stock issued for debt
  $ 152,963     $ -  
 
See notes to unaudited consolidated financial statements.
 
11


CHINA WIND SYSTEMS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS AND DILUTED EPS
 
   
For the Six Months ended June 30,
   
2009
   
2008
 
   
Net Income
   
Diluted EPS
   
Net Income
   
Diluted EPS
 
Adjusted Amount of Net Income available to Common Shareholders
  $ 2,426,593     $ 0.04     $ 2,424,984     $ 0.06  
Adjustment
                               
    Interest expenses related to amortization of convertion of convertible debt to common stock (1)
    -       -       2,263,661       0.06  
    Deemed preferred stock dividend (2)
                    2,884,062.0       0.08  
Amount per consolidated statement of operations
  $ 2,426,593     $ 0.04     $ (2,722,739 )   $ (0.07 )
 
(1) One-time, non-cash interest expenses related to amortization of debt discount to interest expense, Q1 2008 and Q1 2009  
(2) Deemed preferred stock dividend related to Weighted average diluted shares, 60,623,311 for six months ended June 30,2009 and 37,760,355 for six months ended June 30, 2008
 
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