omniture

China New Energy Announces Third Quarter FY 2010 Results

2010-11-26 20:20 1784

TIANJIN, China, Nov. 26, 2010 /PRNewswire-Asia-FirstCall/ -- China New Energy Group Company (OTC Bulletin Board: CNER) ("China New Energy" or the "Company"), a natural gas network developer and distributor of natural gas to residential, industrial, and commercial users in small and medium sized cities in China, today announced its third quarter financial results ended September 30, 2010.

Third Quarter 2010 Results

For the third quarter ended September 30, 2010, revenues were $162,066 compared to $1.1 million in the same quarter last year.  The decrease was due to a decline in number of connection households.  Revenues from connection fees were $124,803 compared to $1.1 million in the same period last year.  Revenues from natural gas sales were $37,263 compared to $42,427 for the third quarter of last year.

Gross loss was $33,339 compared to a gross profit of $0.8 million from the third quarter of 2009.  Operating expenses were $1.4 million compared to $1.3 million for the third quarter of last year.  This increase was primarily due to the fact that the Company is expanding by adding more resources in areas like business development, outside consultants, and the hiring of additional staff to help strengthen the Company's internal controls. Operating loss was $1.4 million, compared to an operating loss of $513,842 for the same period last year.  

The Company's third quarter 2010 and third quarter 2009 financial statements include the non-cash impact from the change in fair value of derivative financial instruments of ($8.3) million and $6.0 million, respectively.

Net loss from continuing operations was $10.9 million compared to net income from continuing operations of $5.4 million, or $0.06 per diluted share, in the same period last year.  Excluding the non-cash impact from the change in fair value of derivative financial instruments, the Company's adjusted net loss from continuing operations was $2.6 million, compared to an adjusted net loss from continuing operations of $0.7 million for the third quarter of last year. (*)

In March 2010, the Company sold its subsidiary, Yingkou Zhongneng Gas Development Co., Ltd., for RMB 21.9 million (approximately $3.2 million). In December 2009, the Company sold its Acheng Division for RMB 40 million (approximately $6 million). The results of Yingkou Zhongneng and Acheng Division are classified as discontinued operations on the Company's financial statements.

Net loss attributable to common shareholders was $17.3 million compared to net income attributable to common shareholders of $5.9 million, or $0.03 per diluted share, in the same period last year. Adjusted net loss attributable to common shareholders, which excludes the non-cash impact of the change in fair value of derivative financial instruments, was $9.0 million, compared to an adjusted net loss of $130,557 for the third quarter of last year (*)

(*) See table at the end of this press release for a reconciliation of income from continuing operations to exclude the non-cash impact from the change in fair value of derivative financial instruments and for a reconciliation of net income attributable to common shareholders to exclude the non-cash impact from the change in fair value of derivative financial instruments.  

First Nine Months of FY2010 Results

For the nine months ended September 30, 2010, revenues were $2.6 million compared to $1.8 million in the same period last year, an increase of 39.9%.  Revenues from connection services fees were $2.5 million compared to $1.7 million in the same period last year, an increase of 41.9%.  Sales of natural gas were relatively flat at $84,165. Gross profit was $1.7 million compared to $1.2 million in the same period last year, an increase of 46.7%. Gross margin was 67.2% compared to 64.1% last year.  Operating loss was $2.3 million compared to $1.4 million in the prior year period, an increase of 62.7%.

Net loss from continuing operations was $11.9 million compared to net income from continuing operations of $6.4 million for the nine months ended September 30, 2009. Adjusted net loss from continuing operations, which excludes the non-cash impact of the change in fair value of derivative financial instruments, was $3.9 million compared with an adjusted net loss from continuing operations of $1.6 million, for the first nine months of 2009.

Net loss attributable to common shareholders was $18.8 million compared to net income attributable to common shareholders of $8.9 million, or $0.05 per diluted share, in the first nine months of 2009. Adjusted net loss attributable to common shareholders, which excludes the non-cash impact of the change in fair value of derivative financial instruments, was $10.8 million, compared to an adjusted net income of $837,686 for the first nine months of 2009.

Financial Condition

As of September 30, 2010, the Company had cash and cash equivalents of $0.6 million.  The Company has no long term debt.  Shareholders' equity was negative $27.9 million as of September30, 2010.  During the first nine months of 2010, operating cash flow was negative $0.5 million versus negative cash from operations of $0.9 million in the prior year period. Capital expenditures for the nine months ended September 30, 2010 were approximately $38.4 million, which was primarily for the construction of gas pipelines and stations.

Recent Developments

In September 2010, the Company's wholly-owned PRC subsidiary, China New Energy Investment Co., Ltd, entered into certain equity transfer agreements with Beijing Fengyin Xianghe Scientific Technology Co., Ltd. a PRC company controlled by Mr. Tang Zhixiang, to acquire 70% equity interests in Beijing Century Dadi Gas Engineering Co., Ltd. and Zhoulu Dadi Gas Co. Ltd. (collectively, "Dadi Gas") for a total purchase price of RMB 270 million (approximately $40 million).

Business Outlook

Mr. Chong concluded, "We believe that we remain on track to complete three significant acquisitions by year end—Dadi Gas, Fuzhou Zhongran and Lean Longran.  These firms can add tremendously to our business prospects, since they are all players in under-penetrated, fast-growing small- and medium-sized cities.  The efforts of the Company's management are very much focused on closing the acquisitions and positioning China New Energy to execute on its business plan once the deals are concluded.  We anticipate that the acquisitions will bring about substantial synergies, including guaranteed and steady supply of gas from upstream suppliers; better pricing for gas, related products and other purchases; lower transportation costs; lower operating expenses; and flexible mobilization and placement of professional and technical staff. In addition, we expect the acquisitions to improve our cash flow and overall financial position, creating great opportunities for revenue, profit growth, and an increase in shareholder value."

Use of Non-GAAP Financial Information

GAAP results for three and nine month periods ended September 30, 2010 and 2009 include the significant non-cash charges which do not relate to the operation of the business including non-cash expenses related to the change in fair value of derivative financial instruments. These are non-cash events which do not affect the Company's operations. To supplement the Company's consolidated financial statements presented on a GAAP basis, the Company has provided non-GAAP financial information excluding the impact of these items in this release, which are adjusted net income from continuing operations, adjusted diluted earnings per share from continuing operations, adjusted net income attributable to common shareholders and adjusted earnings per share attributable to common shareholders. The Company's management believes that these non-GAAP measures provide investors with a better understanding of how the results relate to the Company's historical performance. The additional adjusted information is not meant to be considered in isolation or as a substitute for GAAP financials. The adjusted financial information that the Company provides also may differ from the adjusted information provided by other companies. Management believes that these adjusted financial measures are useful to investors because they exclude non-cash expenses that management excludes when it internally evaluates the performance of the Company's business and makes operating decisions as these measures provide a consistent method of comparison to historical periods. As a result, the provision of these adjusted measures allows investors to evaluate the Company's performance using the same methodology and information as that used by the Company's management. Moreover, management believes that these adjusted measures reflect the essential operating activities of the Company. Adjusted measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and because they involve the exercise of judgment of which charges are excluded from the adjusted financial measure. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded. A reconciliation of each adjusted measure to the nearest GAAP measure appears in the table at the end of this release.

About China New Energy Group Company

China New Energy Group Company ("China New Energy" or the "Company") is a vertically integrated natural gas company engaged in the development of natural gas distribution networks, and the distribution of natural gas to residential, industrial, and commercial users in small and medium sized cities in China. The Company generates revenues primarily from the connection fees it charges its customers for interconnecting to pipelines in its natural gas distribution networks, and fees for natural gas usage. For more information, please visit http://www.cnegc.com.

Safe Harbor Statement

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors include, but are not limited to, the Company's ability to access natural gas for distribution, and ability to identify and develop operational locations under favorable terms, changes in natural gas pricing mechanism imposed by the Chinese government, changes in the regulatory environment and future national or regional economic and competitive conditions, and other factors detailed from time to time in the Company's filings with the United States Securities and Exchange Commission and other regulatory authorities. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

-FINANCIAL TABLES FOLLOW-

CHINA NEW ENERGY GROUP COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

- (UNAUDITED)



For the three months ended

For the nine months ended



September 30,

September 30,



2010

2009

2010

2009








Revenues:






Connection services

$ 124,803

$ 1,095,454

$ 2,479,344

$ 1,747,312


Natural gas

37,263

42,427

84,165

84,670



162,066

1,137,881

2,563,509

1,831,982


Cost of Sales:






Connection services

145,435

329,665

717,113

551,248


Natural gas

49,970

48,202

123,555

106,619



195,405

377,867

840,668

657,867


Gross (Loss) Profit

(33,339)

760,014

1,722,841

1,174,115








Operating Expenses:






General and administrative expenses

1,312,808

853,577

3,797,133

1,625,875


Selling expenses

65,509

42,279

217,145

128,881


Registration right liabilities

-

378,000

-

828,000


Total operating expenses

1,378,317

1,273,856

4,014,278

2,582,756








Operating loss

(1,411,656)

(513,842)

(2,291,437)

(1,408,641)








Other Income (Expenses):






Change in fair value of derivative






financial instruments - warrants

1,654,806

6,041,231

1,946,842

8,017,275


Change in fair value of derivative






financial instruments - put options of






backstop agreements and obligation to






issuance of common stock relating to






Series D preferred stock

(9,975,502)

-

(9,975,502)

-


Interest income

11,916

5,520

14,466

7,754


Interest expense

(1,035,478)

(1,113)

(1,039,843)

(4,123)


Other income

14,476

3,307

27,566

3,400


Other expenses

(190,016)

-

(190,016)

-








Total other income (expenses)

(9,519,798)

6,048,945

(9,216,487)

8,024,306








(Loss) Income From continuing






operations, Before Income Tax

(10,931,454)

5,535,103

(11,507,924)

6,615,665








Income Tax

2,238

181,885

384,835

187,993








(Loss) Income From continuing






operations, net of Income Tax

(10,933,692)

5,353,218

(11,892,759)

6,427,672


Discontinued Operations:






(Loss) Income from discontinued






operations, net of income tax

(231)

809,506

(85,877)

1,894,543








(Loss) Income from discontinued






operations, net of Income Tax

(231)

809,506

(85,877)

1,894,543








Net (Loss) Income

(10,933,923)

6,162,724

(11,978,636)

8,322,215








Net Loss (Income) attributable to






Non-controlling Interest

4,597

(25,104)

1,876

(18,200)








Net (Loss) Income attributable to China






New Energy Group

(10,929,326)

6,137,620

(11,976,760)

8,304,015








Dividend and Deemed Dividend on






Preferred Stock

(6,378,098)

(226,946)

(6,851,248)

550,946








Net (Loss) Income attributable to China






New Energy Group Common Stockholders

(17,307,424)

5,910,674

(18,829,008)

8,854,961








Other Comprehensive Income:






Net (Loss) Income

(10,933,923)

6,162,724

(11,978,636)

8,322,215


Foreign currency translation loss

(557,564)

(13,763)

(710,103)

(24,442)


Comprehensive Income attributable to






Non-controlling interest

-

(17,052)

-

(12,026)


Comprehensive (loss) income

$ (11,491,487)

$ 6,131,909

$(12,688,739)

$ 8,285,747








(Loss) Income per share - Basic






(Loss) Income from continuing operations

$ (0.16)

$ 0.06

$ (0.18)

$ 0.05


(Loss) Income from discontinued






operations

$ (0.00)

$ 0.01

$ (0.00)

$ 0.02


Total (loss) income per share

$ (0.16)

$ 0.07

$ (0.18)

$ 0.07








(Loss) Income per share - Diluted






(Loss) Income from continuing operations

$ (0.16)

0.03

(0.18)

0.04


(Loss) Income from discontinued






operations

$ (0.00)

$ -

$ (0.00)

$ 0.01


Total (loss) income per share

$ (0.16)

$ 0.03

$ (0.18)

$ 0.05








Weighted average common shares






outstanding






Basic

106,687,887

100,000,041

102,488,123

100,000,041


Diluted

252,046,676

217,949,744

234,554,522

199,844,225










CHINA NEW ENERGY GROUP COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



September 30,

December 31,



2010

2009


ASSETS




CURRENT ASSETS




Cash and cash equivalents

$ 580,731

$ 2,672,884


Restricted cash

39,691

180,352


Accounts receivable, net of allowance for doubtful accounts




of $219,842 and $-

3,306,894

4,619,232


Receivable from sale of a subsidiary

3,368,119

5,119,055


Inventories, net

338,008

271,104


Prepaid expenses

197,389

179,011


Deemed receivable from former shareholders of subsidiaries




acquired for settlement of certain liabilities

1,250,976

1,983,782


Current assets held for sale

1,430,758

1,768,278


NET CURRENT ASSETS

10,512,566

16,793,698






Property, plant and equipment, net

10,472,634

8,000,069


Other receivables

1,546,130

2,091,092


Deposits for acquisitions of subsidiaries

18,822,946

197,696


Intangible assets, net

1,195,612

1,186,272


Deposits paid for acquisition of long term assets

2,245,362

1,972,162


Goodwill

229,150

224,488


Non-current assets held for sale

10,135,011

9,760,345


Derivative assets - put options

1,598,093

-






TOTAL ASSETS

$ 56,757,504

$ 40,225,822






LIABILITIES AND EQUITY




CURRENT LIABILITIES




Accounts payable

$ 422,944

$ 614,642


Deposits receipt for disposal

1,045,072

-


Accruals and other payable

539,449

187,904


Acquisition consideration payable

1,353,474

1,651,888


Short term bank loan

223,944

-


Tax payable

174,358

1,323,815


Registration rights penalties payable

2,160,000

2,160,000


Related party payables

99,926

97,893


Dividends payable on preferred stock

249,411

509,381


Derivative financial instruments - warrants

4,821,264

6,768,106


Derivative financial instruments - call options related to




Series D Convertible Preferred Stock

43,665,345

-


Liabilities to be settled by former shareholders of




subsidiaries acquired

1,250,976

1,983,782


Convertible notes

4,034,315

-


Current liabilities held for sale

437,761

548,832


TOTAL CURRENT LIABILITIES

60,478,239

15,846,243


Preferred Stock : 10,000,000 shares authorized, $0.001 par value Series A Convertible Preferred Stock : 2,098,918 and 2,098,918 shares issued and outstanding, liquidation preference of $10,137,774 and $10,137,774 as of September 30, 2010 and December 31, 2009

7,031,818

7,031,818






Series B Convertible Preferred Stock: 1,116,388 and 1,116,388 shares issued and outstanding, liquidation preference of $5,399,969 and $5,399,969 as of September 30, 2010 and December 31, 2009

2,153,307

2,153,307






Series C Convertible Preferred Stock : 18.73 and 0 shares issued and outstanding, liquidation preference of $15,000,000 and $0 as of September 30, 2010 and December 31, 2009

15,000,000

-






CHINA NEW ENERGY'S STOCKHOLDERS' EQUITY




Series D Convertible Preferred Stock (see Derivative financial instruments - call options): 4 and 0 shares issued and outstanding, liquidation preference of $ 0 as of both September 30, 2010 and December 31, 2009

-

-






Common Stock: 500,000,000 shares authorized, $0.001 par value, 107,070,281 and 101,788,199 shares issued and outstanding, respectively

107,070

101,788






Additional paid in capital

(14,831,844)

10,152,971


(Accumulated deficit)/ Retained earnings

(17,405,485)

1,423,523


Statutory surplus reserve fund

1,746,890

1,746,890


Accumulated other comprehensive income

2,311,044

1,600,941


TOTAL CHINA NEW ENERGY'S STOCKHOLDERS' EQUITY (DEFICIT)

(28,072,325)

15,026,113






Non-controlling interest

166,465

168,341


TOTAL EQUITY (DEFICIT)

(27,905,860)

15,194,454






TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY (DEFICIT)

$ 56,757,504

$ 40,225,822








CHINA NEW ENERGY GROUP COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)



For The Nine Months Ended



September 30,



2010

2009






Cash flows from operating activities:




Net (loss) income

$ (11,978,636)

$ 8,322,215


Net loss (income) from discontinued operations

85,877

(1,894,543)


Net (loss) income from continuing operations

$ (11,892,759)

$ 6,427,672






Adjustments to reconcile net (loss) income to net cash used in operating activities




:




Change in fair value of derivative financial instruments -





(1,946,842)

(8,017,275)


Change in fair value of derivative financial instruments -




put options of backstop agreements and obligation to issuance of common stock relating to Series D preferred stock

9,975,502

-






Registration rights penalties

-

828,000


Depreciation and amortization

269,782

140,275


Non cash interest

1,034,314

-






Changes in operating assets and liabilities:




Accounts receivable

1,383,826

(3,063,448)


Other receivables

578,176

183,628


Inventories

(60,210)

(37,228)


Prepayment

(14,544)

18,010


Other current assets

-

(87,610)


Accounts payable

(200,914)

(461,528)


Accruals and other payables

1,370,634

(541,671)


Tax payable

(1,156,523)

(765,519)


Cash used in operating activities - continuing operations

(659,558)

(5,376,694)


Cash provided by (used in) operating activities -




discontinued operations

172,504

4,461,586






Net cash used in operating activities

(487,054)

(915,108)






Cash flows from investing activities




Deposit paid for property, plant and equipment

(2,749,365)

(1,108,880)


Deposits paid for acquisitions of subsidiaries

(18,625,250)

-


Payment made to acquire subsidiary - Chensheng

-

(1,838,946)


Proceeds from sale of subsidiary

1,825,010

-


Acquisition consideration payable

(313,949)

-


Cash provided by (used in) investing activities-continuing operations

(19,863,554)

(2,947,826)


Cash used in investing activities-discontinued operations

(179,733)

(2,083,662)






Net cash provided by (used in) investing activities

(20,043,287)

(5,031,488)






Cash flows from financing activities




Proceeds from convertible loan

3,000,000

-


Proceeds from short term bank loan

220,058

-


Change from restricted cash

140,661

24,279


Proceeds from issuance of preferred stock

15,000,000

4,752,140


Cash provided by financing activities-continuing operations

18,360,719

4,776,419


Cash provided by financing activities-discontinued operations

-

439,060






Net cash flows provided by financing activities

18,360,719

5,215,479






Effect of exchange rate changes in cash and cash equivalents

77,469

(2,488)






Net increase (decrease) in cash and cash equivalents

(2,092,153)

(733,605)






Cash and cash equivalents - beginning of period

2,672,884

5,612,356






Cash and cash equivalents - end of period

$ 580,731

$ 4,878,751






Supplemental disclosure of cash flow information:




Cash paid for interest

$  -

$  -


Cash paid for income tax

$ 1,420,494

$ 448,252






Supplemental disclosure of non-cash investing and financing activities:








Preferred stock dividends payable

$ 260,872

$ 135,000


Preferred stock dividends paid in common stock

$ 948,884

$  -


Registration rights payable

$ 2,160,000

$ 900,000


Acquisition consideration payable related to the acquisition of Wuyuan

$ 636,850

$ -






Acquisition consideration payable related to the acquisition of Zhanhua Jiutai

$ 716,624

$ -






Receivable for disposal of discontinued operations

$ 3,368,119

$ -








RECONCILIATION OF NON-GAAP FINANCIAL MEASURES










Three Months Ended September 30,


Nine Months Ended September 30,


Adjusted Net Income (Loss) and Diluted EPS From Continuing Operations

2010

2009


2010

2009









GAAP Net Income (Loss) from Continuing Operations

(10,933,692)

5,353,218


(11,892,759)

6,427,672


Less: Change in fair value of derivative financial instruments - warrants

1,654,806

6,041,231


1,946,842

8,017,275


Less: Change in fair value of derivative financial instruments - Options

(9,975,502)

-


(9,975,502)

-


Adjusted Amount Net Income from Continuing Operations

(2,612,996)

(688,013)


(3,864,099)

(1,589,603)


Weighted average number of shares - Diluted

252,046,676

217,949,744


234,554,522

199,844,225


Adjusted Diluted EPS from Continuing Operations

(0.01)

(0.00)


(0.02)

(0.01)










Three Months Ended September 30,


Nine Months Ended September 30,


Adjusted Net Income (Loss) and Diluted EPS Attributable to Common Shareholders

2010

2009


2010

2009









GAAP Net Income (Loss) and Attributable to Common Shareholders

(17,307,424)

5,910,674


(18,829,008)

8,854,961


Less: Change in fair value of derivative financial instruments - warrants

1,654,806

6,041,231


1,946,842

8,017,275


Less: Change in fair value of derivative financial instruments - Options

(9,975,502)

-


(9,975,502)

-


Adjusted Amount

($8,986,728)

($130,557)


($10,800,348)

$837,686


Weighted average number of shares - Diluted

252,046,676

217,949,744


234,554,522

199,844,225


Adjusted Diluted EPS Attributable to Common Shareholders

($0.04)

($0.00)


($0.05)

$0.00











Company Contact:


Eric Yu, Chief Financial Officer


Email: ericyu@cnegc.com


Website: www.cnegc.com




Investor Relations Contact:


CCG Investor Relations


Mr. Athan Dounis, Account Manager


Phone: +1-646-213-1916


Email: athan.dounis@ccgir.com




Mr. Crocker Coulson, President


Phone: +1-646-213-1915


Email: crocker.coulson@ccgir.com


Website: www.ccgirasia.com



Source: China New Energy Group Company
Related Stocks:
OTC:CNER
collection