0001213900-11-006119.txt : 20111115 0001213900-11-006119.hdr.sgml : 20111115 20111115100814 ACCESSION NUMBER: 0001213900-11-006119 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20111113 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111115 DATE AS OF CHANGE: 20111115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cleantech Solutions International, Inc., CENTRAL INDEX KEY: 0000819926 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 752233445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34591 FILM NUMBER: 111205854 BUSINESS ADDRESS: STREET 1: NO. 9 YANYU MIDDLE ROAD QIANZHOU VILLAGE STREET 2: HUISHAN DISTRICT, WUXI CITY CITY: JIANGSU PROVINCE, STATE: F4 ZIP: 00000 BUSINESS PHONE: (86) 51083397559 MAIL ADDRESS: STREET 1: NO. 9 YANYU MIDDLE ROAD QIANZHOU VILLAGE STREET 2: HUISHAN DISTRICT, WUXI CITY CITY: JIANGSU PROVINCE, STATE: F4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: China Wind Systems, Inc DATE OF NAME CHANGE: 20071221 FORMER COMPANY: FORMER CONFORMED NAME: MALEX INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k111311_cleantech.htm CURRENT REPORT f8k111311_cleantech.htm


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 13, 2011
 

 
CLEANTECH SOLUTIONS INTERNATIONAL, INC.
 


(Exact name of registrant as specified in Charter)
 
Delaware
 
001-34591
 
74-2235008
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee Identification No.)
 
No. 9 Yanyu Middle Road
Qianzhou Village, Huishan District, Wuxi City
Jiangsu Province, People’s Republic of China
 (Address of Principal Executive Offices)
 
(86) 51083397559
 (Registrant’s Telephone number)
 
Copies to:
Asher S. Levitsky PC
Ellenoff Grossman & Schole LLP
150 East 42nd Street
New York, New York 10017
Phone: (212) 370-1300
Fax: (646) 895-7182
E-mail: alevitsky@egsllp.com

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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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 November 14, 2011, the Company announced its results of operations for the quarter and nine months ended September 30, 2011.  A copy of the Company’s November 14, 2011 press release is included as Exhibit 99.1.
 
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2011, Fernando Liu advised the Company that he was terminating his employment as the Company’s chief financial officers upon the expiration of his employment contract on December 31, 2011 for personal reasons.  Mr. Liu’s decision did not result from any disagreement with the Company.  Mr. Liu will continue to work with the Company as a consultant to assist the Company in its efforts to expand its business in the solar, LED and other clean technology industries.

Ms. Xu Wan Fen, financial controller of Wuxi Huayang Electrical Power Equipment Co., Ltd and Wuxi Huayang Dyeing Machinery Co., Ltd., will serve as interim chief financial officer until a successor is named. Ms. Xu has been the financial controller of Wuxi Huayang Electrical Power Equipment Co., Ltd and Wuxi Huayang Dyeing Machinery Co., Ltd. between 2009 to 2011, and she was also the a senior finance manager and financial controller of Wuxi Huayang Dyeing Machinery Co., Ltd. between 2000 to 2009.  Wuxi Huayang Electrical Power Equipment Co., Ltd and Wuxi Huayang Dyeing Machinery Co., Ltd. are variable interest entities whose financial statements are included in the Company’s consolidated financial statement.

The Company announced Mr. Liu’s notice of his intention to resign in a press release dated November 14, 2011.  A copy of the Company’s November 14, 2011press release is included as Exhibit 99.2.

Item 9.01
 Financial Statements and Exhibits.

(d) Exhibits.

 
99.1
Press release issued November 14, 2011 relating to September 30, 2011 earnings
 
99.2
Press release issued November 14, 2011 relating to Mr. Liu’s termination of employment

 
 
1

 
 
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.
 
Date: November 14, 2011
Cleantech Solutions International, Inc.
   
By:  
/s/ Fernando Liu
 
Fernando Liu
 
Chief Financial Officer

 
 2

 
EX-99.1 2 f8k111311ex99i_cleantech.htm PRESS RELEASE f8k111311ex99i_cleantech.htm
Exhibit 99.1
 
Company Contact:
Mr. Fernando Liu
Chief Financial Officer
Cleantech Solutions International, Inc.
Tel: +86-137-6134-7367
Email: fol@cleantechsolutionsinternational.com
Web: www.cleantechsolutionsinternational.com


Investor Relations Contact:
Ms. Elaine Ketchmere
CCG Investor Relations
Tel: +1-310-954-1345
Email: elaine.ketchmere@ccgir.com
Web: www.ccgirasia.com



Cleantech Solutions International Reports Third Quarter 2011 Results

 
Wuxi, Jiangsu Province, China – November 15, 2011 –Cleantech Solutions International, Inc. (“Cleantech Solutions” or “the Company”) (NASDAQ: CLNT), a manufacturer of metal components and assemblies, primarily used in the wind power, solar and other clean technology industries, today announced its financial results for the three and nine months ended September 30, 2011.
 
“We continue to face challenging market conditions and pricing environment, due to delayed capital expenditures by our wind power and other industrial customers in light of the PRC government’s tightening monetary policy,” commented Mr. Jianhua Wu, Chairman and Chief Executive Officer of China Wind Systems.

“We continue to make progress in diversifying our product offering and are optimistic about the evolution of our solar business.  We are also gaining traction in other clean energy areas, recently receiving sample orders for key components for Sapphire Growth System used in the manufacture of LED general lighting applications.  At quarter end, we had a backlog of $1.8 million in solar products and LED equipment and sample orders. We are confident our fabrication and welding expertise will allow us to further penetrate these and other areas of clean energy,” Mr. Wu concluded.
 
Third Quarter 2011 Results
 
Revenue for the third quarter of 2011 declined 45.1% to $11.7 million, compared to $21.3 million for the same period of 2010. The decline in revenue was mainly attributable to a slowdown in sales and decreased selling prices of the Company’s forged rolled rings and related products associated slower growth rate in the wind industry and increased competition. In addition, the dyeing and finishing equipment segment experienced a decline in sales largely due to the business cycle and customer delays in purchasing new equipment designed to meet the PRC government's mandatory environmental protection policies, due to monetary tightening policies implemented by the Chinese government.
 

 
 

 
 
Revenue from the sale of forged rolled rings to the wind power industry and other industries decreased 51.5% to $7.6 million, or 65.2% of revenue, compared to $15.7 million, or 73.9% of net revenue, in the same period last year.
 
Revenue from the sale of forged rolled rings exclusively to the wind power industry fell 63.9% to $4.5 million, representing 38.5% of revenue, compared to $12.4 million, or 58.4% of revenue, in the comparable period last year.
 
Revenue from the sale of forged rolled rings to other industries decreased 4.9% to $3.1 million, or 26.7% of revenue, compared with $3.3 million for the comparable period of the prior year.
 
Revenue from the Company’s dyeing and finishing equipment segment decreased 26.8% to $4.1 million, or 34.8% of net revenues, compared to $5.6 million, or 26.1% of revenue, for the third quarter of 2010.
 
Gross profit for the third quarter of 2011 decreased 51.5% to $2.6 million, compared to $5.4 million for the same period in 2010. Gross margin decreased to 22.5% during the third quarter of 2011 compared to 25.5% for the same period a year ago. The slight increase in gross margin for the dyeing segment was offset by the decline in gross margin for the forged rolled rings and related products segment, which was largely due to an increase in the cost of raw materials, which could not be fully passed on to the Company’s customers, and lower operational efficiencies as the Company operated at lower production levels.
 
Operating expenses decreased 22.3% to $1.0 million, compared to $1.3 million in the comparable period last year. The decrease was largely due to decrease in the Company’s selling, general and administrative expenses, which decreased 24.2% year over year due to lower stock-based compensation expenses, lower shipping and travel costs due to lower sales and an adjustment to bad debt expense.
 
Operating income decreased 60.5% to $1.6 million, compared to $4.1 million for the same period of 2010. Operating margin was 14.0% compared to 19.5% in the third quarter last year.
 
Earnings before interest, taxes, depreciation and amortization (EBITDA), a non-GAAP measurement, was $2.8 million, compared to $5.1 million in the same quarter last year.
 

 
 

 
 
Net income decreased 61.8% to $1.1 million, compared to $3.0 million in the comparable period last year. Basic earnings per share in 2011 and 2010 were $0.06 and $0.16, respectively. Basic earnings per share were calculated using basic weighted average shares of 19,976,741 and 18,177,405 for the three months ended September 30, 2011 and 2010, respectively.  Diluted earnings per share were $0.05, compared to $0.12 in the same period of 2010. Diluted earnings per share were calculated using diluted weighted average shares of 24,621,594 and 25,312,979 for the three months ended September 30, 2011 and June 30, 2010, respectively.
 
Results for Nine Months
 
For the nine months ended September 30, 2011, revenues decreased 26.7% to $41.9 million from $57.1 million in 2010. Gross profit decreased 30.9% to $10.2 million, compared to $14.8 million last year.  Gross margin for the nine months ended September 30, 2011 was 24.5%, compared to 26.0% in 2010.  Gross margin for the forged rolled rings segment was 25.7% compared to 27.9% in 2010. For the dyeing and finishing equipment segment, gross margin was 21.4% compared to 20.8% in 2010. Operating income decreased 37.2% to $7.0 million from $11.1 million in 2010. EBITDA was $10.8 million, compared to $13.3 million in the same period last year.  Net income was $5.0 million, a 37.4% decrease from $7.9 million last year. Basic earnings per share for nine months ended September 30, 2011 and 2010 were $0.26 and $0.45, respectively. Diluted earnings per share were $0.20 and $0.32, respectively.
 
Financial Condition

As of September 30, 2011, Cleantech Solutions held cash and cash equivalents of $0.5 million, down from $0.9 million at December 31, 2010.  Accounts receivable were $8.2 million and total current assets of $17.8 million. The Company had $2.3 million in short-term loans payable, no long-term debt and stockholders’ equity stood at $70.6 million. In the nine months ended September 30, 2011, the Company generated $5.9 million in cash flow from operations.

The Company’s planned capital expenditures for the next twelve months mainly relate to purchase of machinery for the manufacture of products for the solar industry and additional investment for its forged rolled rings and dying equipment segment.  The Company plans to finance these expenditures with cash flow from operations.

Subsequent Events

On October 12, 2011, the Company renewed its loan agreement with Agricultural and commercial Bank in the amount of $468,618. The loan is due on August 31, 2012 with interest at the annual rate of 7.872% and secured by certain assets of the Company.

On November 4, 2011, the Company’s board of directors approved for a one-for-five reverse split of its common stock and a reduction in the number of authorized shares of common stock.  These changes will be reflected in an amendment to the Company’s certificate of incorporation and are subject to stockholder approval.  This action by the board of directors superseded previous authorization for a one-for-three reverse split.


 
 

 
 
Business Outlook

Cleantech Solutions continues to implement its strategy of diversifying its businesses to other areas of clean energy to partially offset the recent decline in sales from the wind energy sector and other industrial customers.  Despite the apparent decline in the growth rate for the wind power industry in China, the Company believes the wind power market still provides significant opportunity for growth over the next few years, supported by Chinese government targets for additional installed capacity of 90 GW by 2015.  However, the Company is facing increased competition, which has affected its pricing, and it expects competition to continue to increase.

The Company has a growing pipeline of customers from other clean technology application areas and has received positive feedback from end customers in the solar and LED general lighting industries. The Company is on schedule to complete and ship its LED sample products before the end of the year and anticipates follow-on orders in 2012.  In addition, it also expects the airflow dyeing machines will gain traction in the coming months.

Mr. Wu concluded, “Our strategy remains unchanged as we continue to explore new markets in other clean technology industries given anticipated softness in the wind power and traditional dyeing equipment in the remainder of 2011.  We will focus on seeking new customers and completing sample orders from our customers in the solar and LED general lighting industries, which will be important catalysts for the Company’s revenue and profitability going forward.”
 
Conference Call
 
Cleantech Solutions will conduct a conference call at 8:00 a.m. Eastern Time on Tuesday, November 15, 2011 to discuss results for the third quarter of fiscal 2011.

To participate in the live conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: (866) 759-2078. International callers should dial (706) 643-0585. When prompted, please enter conference passcode: 23292183.

If you are unable to participate in the conference call at this time, a replay will be available for 14 days starting on November 15, 2011 at 11:00 a.m. ET. To access the replay, dial (855) 859-2056. International callers dial (404) 537-3406, and enter passcode: 23292183.
 
 
 
 

 
 
Use of Non-GAAP Financial Measures
 
The Company has included in this press release certain non-GAAP financial measures. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing the performance of the Company and when planning and forecasting future periods. Readers are cautioned not to view non-GAAP financial measures on a stand-alone basis or as a substitute for GAAP measures, or as being comparable to results reported or forecasted by other companies, and should refer to the reconciliation of GAAP measures with non-GAAP measures also included herein.


About Cleantech Solutions International

Cleantech Solutions is a manufacturer of metal components and assemblies, primarily used in clean technology industries. The Company supplies forging products, fabricated products and machining services to a range of clean technology customers, primarily in the wind power sector. Cleantech Solutions is committed to achieving long-term growth through ongoing technological improvement, capacity expansion, and the development of a strong customer base. The Company’s website is
www.cleantechsolutionsinternational.com. Any information on the Company’s website or any other website is not a part of this press release.
 
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, including factors described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2010 and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-Q for the quarter ended September 30, 2011. 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-
 

 
 

 
 

 
CLEANTECH SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
   
 
       
   
September 30, 2011
   
December 31, 2010
 
   
(Unaudited)
       
ASSETS
 
 
       
   
 
       
CURRENT ASSETS:
 
 
       
    Cash and cash equivalents
  $ 518,274     $ 947,177  
    Restricted cash
    468,618       -  
    Notes receivable
    150,230       50,593  
    Accounts receivable, net of allowance for doubtful accounts
    8,153,522       8,207,797  
    Inventories, net of reserve for obsolete inventory
    5,448,324       3,371,128  
    Advances to suppliers
    848,256       333,923  
    Prepaid VAT on purchases
    2,022,059       2,759,763  
    Prepaid expenses and other
    176,093       36,338  
   
 
         
        Total Current Assets
    17,785,376       15,706,719  
   
 
         
PROPERTY AND EQUIPMENT - net
    60,127,451       54,742,993  
   
 
         
OTHER ASSETS:
 
 
         
   Deposit on equipment
    781,030       -  
   Land use rights, net
    3,821,480       3,767,159  
   
 
         
        Total Assets
  $ 82,515,337     $ 74,216,871  
   
 
         
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
         
   
 
         
CURRENT LIABILITIES:
 
 
         
    Short-term bank loans
  $ 2,343,091     $ 1,814,937  
    Bank acceptance notes payable
    468,618       -  
    Accounts payable
    5,124,255       7,660,768  
    Accrued expenses
    599,634       526,006  
    Capital lease obligations- current portion
    242,850       -  
    VAT and service taxes payable
    -       81,614  
    Advances from customers
    2,113,577       236,004  
    Income taxes payable
    651,310       1,331,713  
 
 
 
         
        Total Current Liabilities
    11,543,335       11,651,042  
   
 
         
OTHER LIABILITIES:
 
 
         
    Capital lease obligations- net of current portion
    419,233       -  
   
 
         
         Total Liabilities
    11,962,568       11,651,042  
   
 
         
STOCKHOLDERS' EQUITY:
 
 
         
    Preferred stock $0.001 par value (60,000,000 shares authorized, all of which  were designated
 
 
         
       as series A convertible preferred, 13,375,983 and 16,205,268 shares issued and outstanding
 
 
         
       at September 30, 2011 and December 31, 2010, respectively)
    13,376       16,205  
    Common stock ($0.001 par value; 150,000,000 shares authorized;
 
 
         
       20,168,813 and 18,751,128 shares issued and outstanding
 
 
         
       at September 30, 2011 and December 31, 2010, respectively)
    20,169       18,751  
    Additional paid-in capital
    27,451,299       26,579,053  
    Retained earnings
    33,847,632       29,264,152  
    Statutory reserve
    2,044,826       1,658,197  
    Accumulated other comprehensive gain - foreign currency translation adjustment
    7,175,467       5,029,471  
   
 
         
        Total Stockholders' Equity
    70,552,769       62,565,829  
   
 
         
        Total Liabilities and Stockholders' Equity
  $ 82,515,337     $ 74,216,871  

 
 
 

 

 
CLEANTECH SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
 
(Unaudited)
 
                         
`
 
For the Three Months Ended
   
For the Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
REVENUES
  $ 11,676,696     $ 21,262,054     $ 41,851,257     $ 57,080,010  
                                 
COST OF REVENUES
    9,046,015       15,840,889       31,617,025       42,264,893  
                                 
GROSS PROFIT
    2,630,681       5,421,165       10,234,232       14,815,117  
                                 
OPERATING EXPENSES:
                               
     Depreciation
    84,531       78,478       505,326       239,493  
     Selling, general and administrative
    913,198       1,206,058       2,773,694       3,502,239  
                                 
        Total Operating Expenses
    997,729       1,284,536       3,279,020       3,741,732  
                                 
INCOME FROM OPERATIONS
    1,632,952       4,136,629       6,955,212       11,073,385  
                                 
OTHER INCOME (EXPENSE):
                               
     Interest income
    110       490       940       3,212  
     Interest expense
    (60,452 )     (23,923 )     (122,980 )     (117,336 )
     Foreign currency loss
    (1,476 )     (6,172 )     (4,817 )     (13,073 )
     Grant income
    -       132       -       49,278  
     Other income
    14,266       -       91,379       -  
                                 
        Total Other Income (Expense)
    (47,552 )     (29,473 )     (35,478 )     (77,919 )
                                 
INCOME BEFORE INCOME TAXES
    1,585,400       4,107,156       6,919,734       10,995,466  
                                 
INCOME TAXES
    450,410       1,133,566       1,949,625       3,051,682  
                                 
NET INCOME
  $ 1,134,990     $ 2,973,590     $ 4,970,109     $ 7,943,784  
                                 
COMPREHENSIVE INCOME:
                               
      NET INCOME
  $ 1,134,990     $ 2,973,590     $ 4,970,109     $ 7,943,784  
                                 
      OTHER COMPREHENSIVE INCOME:
                               
           Unrealized foreign currency translation gain
    655,213       908,803       2,145,996       1,124,886  
                                 
      COMPREHENSIVE INCOME
  $ 1,790,203     $ 3,882,393     $ 7,116,105     $ 9,068,670  
                                 
NET INCOME PER COMMON SHARE:
                               
    Basic
  $ 0.06     $ 0.16     $ 0.26     $ 0.45  
    Diluted
  $ 0.05     $ 0.12     $ 0.20     $ 0.32  
                                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
                               
    Basic
    19,976,741       18,177,405       19,370,281       17,671,530  
    Diluted
    24,621,594       25,312,979       25,126,373       24,904,210  

 
 
 

 
 
 
CLEANTECH SOLUTIONS INTERNATIONAL, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
 
 
 
 
 
For the Nine Months Ended
 
 
 
September 30,
 
 
 
2011
   
2010
 
 
 
 
   
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
   
 
 
 
Net income
  $ 4,970,109     $ 7,943,784  
 
Adjustments to reconcile net income from operations to net cash
 
 
   
 
 
 
 
provided by operating activities:
 
 
   
 
 
 
 
Depreciation
    3,651,168       2,145,463  
 
 
Amortization of debt discount to interest expense
    -       44,993  
 
 
Amortization of land use rights
    68,145       65,042  
 
 
Increase in allowance for doubtful accounts
    389,120       550,006  
 
 
Stock-based compensation expense
    282,259       478,390  
 
Changes in assets and liabilities:
 
 
   
 
 
 
 
Notes receivable
    (96,409 )     (16,598 )
 
 
Accounts receivable
    (70,783 )     (2,966,377 )
 
 
Inventories
    (1,935,112 )     (1,918,385 )
 
 
Prepaid value-added taxes on purchases
    814,967       (1,564,513 )
 
 
Prepaid and other current assets
    (48,340 )     174,823  
 
 
Advances to suppliers
    (495,317 )     (1,028,678 )
 
 
Accounts payable
    (2,741,480 )     3,345,974  
 
 
Accrued expenses
    58,098       (212,262 )
 
 
VAT and service taxes payable
    (82,941 )     62,311  
 
 
Income taxes payable
    (712,490 )     148,220  
 
 
Advances from customers
    1,839,882       89,848  
 
 
 
 
 
 
   
 
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
    5,890,876       7,342,041  
 
 
 
 
 
 
   
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
   
 
 
 
 
Payments for deposit on equipment
    (768,520 )     -  
 
 
Purchase of property and equipment
    (6,413,874 )     (9,212,125 )
 
 
 
 
 
 
   
 
 
NET CASH USED IN INVESTING ACTIVITIES
    (7,182,394 )     (9,212,125 )
 
 
 
 
 
 
   
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
   
 
 
 
 
Principal payments on capital lease
    (143,545 )     -  
 
 
Proceeds from loans payable
    2,612,969       1,320,345  
 
 
Repayment of loans payable
    (2,151,857 )     (2,090,460 )
 
 
Increase in restricted cash
    (461,112 )     -  
 
 
Increase in bank acceptance notes payable
    461,112       -  
 
 
Proceeds from sale of preferred stock, net
    125,000       -  
 
 
Proceeds from exercise of warrants
    400,000       2,100,000  
 
 
 
 
 
 
   
 
 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    842,567       1,329,885  
 
 
 
 
 
 
   
 
 
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS
    20,048       35,270  
 
 
 
 
 
 
   
 
 
NET DECREASE IN CASH AND CASH EQUIVALENTS
    (428,903 )     (504,929 )
 
 
 
 
 
 
   
 
 
CASH AND CASH EQUIVALENTS - beginning of year
    947,177       2,278,638  
 
 
 
 
 
 
   
 
 
CASH AND CASH EQUIVALENTS - end of period
  $ 518,274     $ 1,773,709  
 
 
 
 
 
 
   
 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
 
   
 
 
 
Cash paid for:
 
 
   
 
 
 
 
 
Interest
  $ 122,980     $ 74,486  
 
 
 
Income taxes
  $ 2,662,115     $ 2,903,462  
 
 
 
 
 
 
   
 
 
NON-CASH INVESTING AND FINANCING ACTIVITIES:
 
 
   
 
 
 
Security deposit and leased property in exchange for capital lease obligations
  $ 795,022     $ -  
 
Series A preferred converted to common shares
  $ 3,536     $ 2,911  
 
Common stock issued for future service
  $ 63,576     $ 3,900  
 
 
 

 
 

 

 

 
Reconciliation of Net Income to EBITDA
 
(Amounts expressed in US$)
 
 
 
For the Three Months Ended September 30,
   
For the Nine Months Ended September 30,
 
 
 
2011
   
2010
   
2011
   
2010
 
 
                   
 
 
 
                   
 
 
Net Income
  $ 1,134,990     $ 2,973,590     $ 4,970,109     $ 7,943,784  
Income Tax
  $ 450,410     $ 1,133,566     $ 1,949,625     $ 3,051,682  
Interest expense, net
  $ (60,342 )   $ (23,433 )   $ (122,040 )   $ (114,124 )
Depreciation and Amortization
  $ 1,170,416     $ 923,024     $ 3,719,313     $ 2,210,505  
EBITDA
  $ 2,816,158     $ 5,053,613     $ 10,761,087       13,320,095  

 
###

EX-99.2 3 f8k111311ex99ii_cleantech.htm PRESS RELEASE f8k111311ex99ii_cleantech.htm
Exhibit 99.2
 
Company Contact:
Mr. Fernando Liu
Chief Financial Officer
Cleantech Solutions International, Inc.
Tel: +86-137-6134-7367
Email: fol@cleantechsolutionsinternational.com
Web: www.cleantechsolutionsinternational.com

Investor Relations Contact:
Ms. Elaine Ketchmere
CCG Investor Relations
Tel: +1-310-954-1345
Email: elaine.ketchmere@ccgir.com
Web: www.ccgirasia.com

Cleantech Solutions Announces Resignation of Chief Financial Officer
 
Wuxi, Jiangsu Province, China November 14, 2011 –Cleantech Solutions International, Inc. ("Cleantech Solutions" or "the Company") (NASDAQ: CLNT), a manufacturer of metal components and assemblies, primarily for the wind power industry as well as solar and other industries, today announced that Fernando Liu will step down as chief financial officer for personal reasons effective upon the expiration of his employment agreement on December 31, 2011.
 
Following his departure, Mr. Liu will continue serving as a consultant to continue contributing his knowledge and expertise to the Company in its efforts to expand in the solar, LED and other clean technology industries.  The Company plans to initiate a search for a qualified chief financial officer with international management and U.S. capital markets experience. Ms. Xu Wan Fen, financial controller of Wuxi Huayang Electrical Power Equipment Co., Ltd and Wuxi Huayang Dyeing Machinery Co., Ltd., will serve as interim chief financial officer until a successor is named. Ms. Xu has been the financial controller of Wuxi Huayang Electrical Power Equipment Co., Ltd and Wuxi Huayang Dyeing Machinery Co., Ltd. between 2009 to 2011, and she was also the a senior finance manager and financial controller of Wuxi Huayang Dyeing Machinery Co., Ltd. between 2000 to 2009.  Wuxi Huayang Electrical Power Equipment Co., Ltd and Wuxi Huayang Dyeing Machinery Co., Ltd. are variable interest entities whose financial statements are included in the Company's consolidated financial statement.
 
"Mr. Liu has been a valuable member of our team and I would like to personally thank him for his contribution to Cleantech Solutions," said Mr. Jianhua Wu , Chairman and CEO of Cleantech Solutions. "We will continue to benefit from Fernando's industry and capital markets knowledge as a consultant to the Company.  In the mean time, with his background and history with Cleantech Solutions, we are confident that Ms. Xu is prepared to serve as interim chief financial officer as we initiate our search for a permanent replacement."
 
"It has been a great experience serving as Cleantech Solutions' CFO this year.  I look forward to continue working with the management team in a consulting role," commented Mr. Liu.  "I will work closely with Ms. Xu and the rest of the management team to ensure a smooth transition."
 
 
 

 
 
About Cleantech Solutions International
 
Cleantech Solutions supplies forgings products, fabricated products and machining services to a range of clean technology customers, primarily in the wind power sector. Cleantech Solutions is committed to achieving long-term growth through ongoing technological improvement, capacity expansion, and the development of a strong customer base. For more information visit our website at http://www.cleantechsolutionsinternational.com. Information contained on our website and any other website does not constitute a part of this press release.
 
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, including factors described in "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K for the year ended December 31, 2010 and in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-Q for the quarter ended September 30, 2011 . 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.