CAAS China Automotive Systems Inc

 

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 12, 2014

 

China Automotive Systems, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware	000-33123	33-0885775
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

No. 1 Henglong Road, Yu Qiao Development Zone

Shashi District, Jing Zhou City

Hubei Province

The People’s Republic of China

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code (86) 27-8757 0027

 

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:

 

¨

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 November 12, 2014, China Automotive Systems, Inc. (the “Company”) issued a press release announcing financial results for the third quarter and nine months ended September 30, 2014. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 2.02 and in Exhibit 99.1 attached to this Form 8-K is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.

 

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

 

Exhibit No		Description
99.1		Press Release of China Automotive Systems, Inc., dated November 12, 2014.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		China Automotive Systems, Inc.
		(Registrant)
Date: November 13, 2014		By:	/s/ Hanlin Chen
			Hanlin Chen
			Chairman

 

 

EXHIBIT 99.1

 

 

China Automotive Systems AGAIN ReportS

HIGHER QUARTERLY Sales

 

WUHAN, China, November 12, 2014 -- China Automotive Systems, Inc. (“CAAS” or the “Company”) (NASDAQ: CAAS), a leading power steering components and systems supplier in China, today announced its unaudited financial results for the third quarter and nine months ended September 30, 2014.

 

Third Quarter 2014 Highlights

 

·

Net sales increased by 11.9% to a third-quarter record high of $101.7 million, compared to $90.9 million in the third quarter of 2013.

 

·

Gross profit increased by 24.6% to $20.6 million, compared to $16.5 million in the third quarter of 2013; gross margin was 20.2%, compared to 18.2% in the third quarter of 2013.

 

·

Net income attributable to parent company’s common shareholders was $6.7 million, or diluted earnings per share of $0.24, compared to net income attributable to parent company’s common shareholders of $8.6 million, or diluted earnings per share of $0.31.

 

First Nine Months of 2014 Highlights

 

·

Net sales increased by 15.9% to $331.5 million, compared to $286.0 million in the first nine months of 2013.

 

·

Gross profit increased by 17.0% to $63.5 million, compared to $54.3 million in the first nine months of 2013; gross margin was 19.2% in the first nine months of 2014, compared to 19.0% in the same period last year.

 

·

Operating margin was 10.6%, compared to 9.8% in the first nine months of 2013.

 

·

Diluted earnings per share attributable to parent company's common shareholders was $0.87, compared to diluted earnings per share attributable to parent company's common shareholders of $0.70 in the first nine months of 2013.

 

·

Cash and cash equivalents and short-term investments (excluding pledged deposits) were $84.8 million as of September 30, 2014, compared to $89.5 million as of December 31, 2013.

 

Mr. Qizhou Wu, chief executive officer of CAAS, commented, “We are pleased to report record high sales for any third quarter in the Company's history. Our 11.9% net sales growth far surpassed the 4.2% sales growth of the Chinese vehicle market in the third quarter as we continue to capture market share. Despite the slowdown in the vehicle market, a number of our major customers achieved significant growth. For examples, Dongfeng Peugeot Citroen Automobile's sales climbed by 30% and SAIC-GM-Wuling sales increased by 14% for the nine months of 2014. We also captured market share as our research and development program continued to create advanced steering products such as our growing line of electric power steering (EPS) products and updated hydraulic steering products. Our advanced products are receiving strong acceptance from our customers, and they are leading our sales growth, especially our mid-sized EPS products."

 

“During the third quarter, we continued to grow market share in the North American market as we again expanded our relationship with Chrysler. We are now supplying to the RAM 4500 and 5500 truck models through a new multi-year agreement, in addition to the RAM 2500 and 3500 trucks. With these additional RAM models, we are now supplying re-circulating ball (RCB) steering gears to all heavy-duty trucks produced by Fiat Chrysler in North America. After winning Chrysler's 2013 Supplier of the Year Metallic award, this new agreement is further acknowledgement of the global quality and performance of our steering products to supply Tier 1 vehicle Original Equipment Manufacturers. We believe North America remains a growth market for us where we can continue to penetrate and increase market share,” Mr. Wu concluded.

 

 

Mr. Jie Li, chief financial officer of CAAS, commented, “Our strong financial condition provides the resources to support our current growth and positions CAAS for sustainable future growth. We continue to enhance our research and development and augment our manufacturing efficiencies to control unit costs as our scale increases. Our acquisition of the remaining minority interests in Jingzhou Henglong and Shashi Jiulong will enhance our sales and earnings in the near term and give us greater control over their future operations.”

 

Third Quarter of 2014

 

In the third quarter of 2014, net sales increased by 11.9% to a record third-quarter high of $101.7 million, compared to $90.9 million in the same quarter of 2013. The net sales increase was mainly due to continued vehicle growth in the large Chinese vehicle market, with sales to SAIC-GM-Wuling Automobile, Dongfeng Peugeot Citroen and others. We continue to expand our sales to Chrysler North America, which is our largest single customer, with the recent new RAM agreement.

 

Gross profit increased by 24.6% to $20.6 million in the third quarter of 2014, compared to $16.5 million in the third quarter of 2013. The gross margin was 20.2% in the third quarter of 2014, versus 18.2% in the third quarter of 2013. The increase in gross margin was mainly due to greater sales of more advanced electric power steering ("EPS") units with a higher gross margin, and continued production efficiencies.

 

Gain on other sales was $1.1 million consisting of net amount retained from the sales of materials and property, plant and equipment. For the third quarter of 2013, the gain on other sales included $5.0 million from the sale of partial idle land use rights, which represented a pre-tax gain of $4.1 million calculated based on the difference between the land's selling price and the net book value of the related land use rights.

 

Selling expenses rose by 42.3% to $3.7 million in the third quarter of 2014, compared to $2.6 million in the third quarter of 2013. Selling expenses represented 3.7% of net sales in the third quarter of 2014, compared to 2.9% in the third quarter of 2013. The increased selling expenses were primarily due to increases in transportation expenses and compensation to salesmen resulting from higher sales volume.

 

General and administrative expenses (“G&A expenses”) increased by 32.1% to $3.7 million in the third quarter of 2014, compared to $2.8 million in the same quarter of 2013. The increase in G&A expenses was due primarily to office facilities improvement expenses and higher compensation. G&A expenses represented 3.7% of net sales in the third quarter of 2014 and 3.1% in the third quarter of 2013.

 

Research and development expenses (“R&D expenses”) increased by 5.9% to $5.4 million in the third quarter of 2014, compared to $5.1 million in the third quarter of 2013. The increase in R&D expenses was mainly due to the development and trial production of the Company's EPS and other new products, as well as improvement in production molds and higher external technical support fees. R&D expenses represented 5.3% of net sales in the third quarter of 2014 compared with 5.6% in the third quarter of 2013.

 

Net financial income was $0.4 million in the third quarter of 2014 compared to net financial income of $0.7 million in the third quarter of 2013.

 

Income from operations was $8.8 million in the third quarter of 2014, compared to $11.0 million in the same quarter of 2013. The decrease was mainly due to no gain on the sale of idle land use rights in the 2014 third quarter versus the gain of $4.1 million in the third quarter of 2013.

 

Income before income tax expenses and equity in earnings of affiliated companies was $9.3 million in the third quarter of 2014, compared to $12.2 million in the third quarter of 2013. The decrease in income before income tax expenses and equity in earnings of affiliated companies was mainly due to lower operating and net financial income in the third quarter of 2014, compared with the third quarter of 2013.

 

Net income attributable to parent company’s common shareholders was $6.7 million in the third quarter of 2014, compared to net income attributable to parent company’s common shareholders of $8.6 million, including $2.8 million of net income from idle land sales in the corresponding quarter of 2013. Diluted earnings per share were $0.24 in the third quarter of 2014, compared to diluted earnings per share of $0.31, including $0.10 from idle land sales in the third quarter of 2013.

 

The weighted average number of diluted common shares outstanding was 28,063,661 in the third quarter of 2014, compared to 28,062,297 in the third quarter of 2013.

 

 

First Nine Months of 2014

 

Net sales for the first nine months of 2014 increased by 15.9% to a nine-month record high of $331.5 million, compared to $286.0 million in the first nine months of 2013. Nine-month gross profit was $63.5 million, compared to $54.3 million in the corresponding period last year. Nine-month gross margin was 19.2%, compared to 19.0% for the corresponding period in 2013. For the nine months ended September 30, 2014, gain on other sales amounted to $10.3 million, compared to $6.8 million for the same period of 2013. This increase of $3.5 million was mainly due to the higher gain on the sales of land use rights in the second quarter of 2014. During the nine months ended September 30, 2014, CAAS sold its remaining land use rights for a gain of $7.5 million, compared with a $4.1 million gain for the same period of last year. Income from operations increased by 24.8% to $35.1 million from $28.1 million in the first nine months of 2013. Operating margin was 10.6%, compared to 9.8% for the corresponding period of 2013. Income before income tax expenses and equity in earnings of affiliated companies increased 24.4% to $36.2 million from $29.1 million in the first nine months of 2013. Net income attributable to parent company’s common shareholders increased 25.4% to $24.5 million from $19.5 million in the corresponding period last year. Diluted earnings per share were $0.87 in the first nine months of 2014, compared to diluted earnings per share of $0.70 for the corresponding period in 2013.

 

As of September 30, 2014, total cash and cash equivalents and short-term investments (excluding pledged deposit) were $84.8 million, compared to $89.5 million as of December 31, 2013. Working capital was $152.4 million as of September 30, 2014, compared to $179.3 million as of December 31, 2013. Total parent company stockholders' equity was $241.6 million as of September 30, 2014, compared to $226.7 million as of December 31, 2013.

 

Business Outlook

 

Management reiterated its revenue guidance of 15% year-over-year growth for the full year 2014. This target is based on the Company’s current views on operating and market conditions, which are subject to change.

 

Conference Call

 

Management will conduct a conference call on November 12, 2014 at 8:00 A.M. EST/9:00 P.M. Beijing Time to discuss these results. A question and answer session will follow management’s presentation. To participate, please call the following numbers 10 minutes before the call start time and ask to be connected to the “China Automotive Systems” conference call:

 

Phone Number: +1-877-407-8031 (North America)

 

Phone Number: +1-201-689-8031 (International)

 

A telephone replay of the call will be available after the conclusion of the conference call through 11:59 P.M. EST on December 12, 2014. The dial-in details for the replay are:

 

U.S. Toll Free Number +1-877-660-6853

 

International dial-in number +1-201-612-7415

 

Use Conference ID “13594621” to access the replay.

 

About China Automotive Systems, Inc.

Based in Hubei Province, the People's Republic of China, China Automotive Systems, Inc. is a leading supplier of power steering components and systems to the Chinese automotive industry, operating through eight Sino-foreign joint ventures. The Company offers a full range of steering system parts for passenger automobiles and commercial vehicles. The Company currently offers four separate series of power steering with an annual production capacity of over 4.0 million sets of steering gears, columns and steering hoses. Its customer base is comprised of leading auto manufacturers, such as China FAW Group, Corp., Dongfeng Auto Group Co., Ltd., BYD Auto Company Limited, Beiqi Foton Motor Co., Ltd. and Chery Automobile Co., Ltd. in China, and Chrysler Group LLC. in North America. For more information, please visit: http://www.caasauto.com.

 

 

Forward-Looking Statements

 

This press release contains statements that are "forward-looking statements" as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our estimates and assumptions only as of the date of this press release. These forward-looking statements include statements regarding the qualitative and quantitative effects of the accounting errors, the periods involved, the nature of the Company's review and any anticipated conclusions of the Company or its management and other statements that are not historical facts. Our actual results may differ materially from the results described in or anticipated by our forward-looking statements due to certain risks and uncertainties. As a result, the Company's actual results could differ materially from those contained in these forward-looking statements due to a number of factors, including those described under the heading "Risk Factors" in the Company's Form 10-K annual report filed with the Securities and Exchange Commission on March 31, 2014, and the Company's Form 10-Q quarterly report for the quarterly period ended June 30, 2014, filed with the Securities and Exchange Commission on August 13, 2014, and in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission. We expressly disclaim any duty to provide updates to any forward-looking statements made in this press release, whether as a result of new information, future events or otherwise.

 

For further information, please contact:

 

Jie Li

Chief Financial Officer

China Automotive Systems, Inc.

Email: jieli@chl.com.cn

 

Kevin Theiss

Investor Relations

Grayling

Tel: +1-646-284-9409

Email: kevin.theiss@grayling.com

 

(Tables Follow)

 

 

China Automotive Systems, Inc. and Subsidiaries

 

Condensed Unaudited Consolidated Balance Sheets

 

(In thousands of USD unless otherwise indicated)

 

		September 30, 2014				December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents		$	41,569			$	53,979
Pledged cash deposits			31,703				33,963
Short-term investments			43,266				35,510
Accounts and notes receivable, net - unrelated parties			281,620				267,639
Accounts and notes receivable, net - related parties			22,253				17,194
Advance payments and others - unrelated parties			2,073				3,156
Advance payments and others - related parties			1,715				866
Inventories			72,691				51,392
Assets held for sale			-				925
Current deferred tax assets			6,419				5,783
Total current assets			503,309				470,407
Non-current assets:
Property, plant and equipment, net			81,710				80,018
Intangible assets, net			1,572				686
Other receivables, net - unrelated parties			1,892				252
Other receivables, net - related parties			48				108
Advance payment for property, plant and equipment - unrelated parties			3,912				3,488
Advance payment for property, plant and equipment - related parties			2,391				2,097
Long-term investments			3,660				4,023
Goodwill			642				-
Non-current deferred tax assets			4,760				4,528
Total assets		$	603,896			$	565,607
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank and government loans		$	45,565			$	37,381
Accounts and notes payable - unrelated parties			203,397				198,419
Accounts and notes payable - related parties			3,837				4,634
Customer deposits			2,979				1677
Accrued payroll and related costs			6,568				7,052
Accrued expenses and other payables			73,340				29,062
Accrued pension costs			6,044				4,626
Taxes payable			8,537				7,792
Amounts due to shareholders/directors			376				312
Current deferred tax liabilities			220				117
Total current liabilities			350,863				291,072
Long-term liabilities:
Advances payable			2,875				2,764
Non-current deferred tax liabilities			329				-
Total liabilities		$	354,067			$	293,836
Commitments and Contingencies
Stockholders’ equity:
Common stock, $0.0001 par value - Authorized - 80,000,000 shares; Issued–28,260,302 and 28,260,302 shares as of September 30, 2014 and December 31, 2013, respectively		$	3			$	3
Additional paid-in capital			27,209				39,565
Retained earnings-
Appropriated			10,178				10,048
Unappropriated			170,407				146,023
Accumulated other comprehensive income			34,794				32,061
Treasury stock – 217,283 and 217,283 shares as of September 30, 2014 and December 31, 2013, respectively			(1,000	)			(1,000	)
Total parent company stockholders' equity			241,591				226,700
Non-controlling interests			8,238				45,071
Total stockholders' equity			249,829				271,771
Total liabilities and stockholders' equity		$	603,896			$	565,607

 

 

China Automotive Systems, Inc. and Subsidiaries

 

Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income

 

(In thousands of USD, except share and per share amounts)

 

		Three Months Ended September 30,
		2014				2013
Net product sales, including $11,890 and $9,166 to related parties for the three months ended September 30, 2014 and 2013		$	101,735			$	90,919
Cost of products sold, including $6,069 and $10,500 purchased from related parties for the three months ended September 30, 2014 and 2013			81,152				74,394
Gross profit			20,583				16,525
Gain on other sales			1,132				5,030
Less: Operating expenses
Selling expenses			3,734				2,647
General and administrative expenses			3,734				2,821
Research and development expenses			5,441				5,117
Total operating expenses			12,909				10,585
Income from operations			8,806				10,970
Other income, net			113				499
Financial income, net			412				689
Income before income tax expenses and equity in earnings of affiliated companies			9,331				12,158
Less: Income taxes			1,387				1,854
Equity in earnings of affiliated companies			82				125
Net income			8,026				10,429
Net income attributable to non-controlling interests			1,293				1,805
Net income attributable to parent company’s common shareholders		$	6,733			$	8,624
Comprehensive income:
Net income		$	8,026			$	10,429
Other comprehensive income:
Foreign currency translation gain, net of tax			9				1,218
Comprehensive income			8,035				11,647
Comprehensive income attributable to non-controlling interests			1,293				2,010
Comprehensive income attributable to parent company		$	6,742			$	9,637
Net income attributable to parent company’s common shareholders per share
Basic –		$	0.24			$	0.31
Diluted-		$	0.24			$	0.31
Weighted average number of common shares outstanding
Basic			28,043,019				28,043,019
Diluted			28,063,661				28,062,297

 

 

China Automotive Systems, Inc. and Subsidiaries

 

Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income

 

(In thousands of USD, except share and per share amounts)

 

		Nine Months Ended September 30,
		2014				2013
Net product sales, including $38,627 and $26,344 to related parties for the nine months ended September 30, 2014 and 2013		$	331,517			$	285,971
Cost of products sold, including $20,721 and $23,171 purchased from related parties for the nine months ended September 30, 2014 and 2013			268,013				231,696
Gross profit			63,504				54,275
Gain on other sales			10,267				6,762
Less: Operating expenses
Selling expenses			11,104				9,611
General and administrative expenses			11,056				10,164
Research and development expenses			16,509				13,134
Total operating expenses			38,669				32,909
Income from operations			35,102				28,128
Other income, net			491				573
Financial income, net			598				380
Income before income tax expenses and equity in earnings of affiliated companies			36,191				29,081
Less: Income taxes			6,488				5,172
Equity in earnings of affiliated companies			220				251
Net income			29,923				24,160
Net income attributable to non-controlling interests			5,409				4,616
Net income attributable to parent company’s common shareholders		$	24,514			$	19,544
Comprehensive income:
Net income		$	29,923			$	24,160
Other comprehensive income (loss):
Foreign currency translation gain (loss), net of tax			(2,413	)			5,265
Comprehensive income			27,510				29,425
Comprehensive income attributable to non-controlling interests			5,006				5,507
Comprehensive income attributable to parent company		$	22,504			$	23,918
Net income attributable to parent company’s common shareholders per share
Basic –		$	0.87			$	0.70
Diluted-		$	0.87			$	0.70
Weighted average number of common shares outstanding
Basic			28,043,019				28,043,019
Diluted			28,063,846				28,054,008

 

 

China Automotive Systems, Inc. and Subsidiaries

 

Condensed Unaudited Consolidated Statements of Cash Flows

 

(In thousands of USD unless otherwise indicated)

 

		Nine Months Ended September 30,
		2014				2013
Cash flows from operating activities:
Net income		$	29,923			$	24,160
Adjustments to reconcile net income from operations to net cash provided by operating activities:
Stock-based compensation			193				194
Depreciation and amortization			11,592				10,964
Increase (decrease) in allowance for doubtful accounts			177				(139	)
Inventory write downs			2,531				480
Deferred income taxes			(907	)			(1,611	)
Equity in earnings of affiliated companies			(182	)			(251	)
Amortization of debt issue cost			-				58
Gain on fixed assets disposals			(7,500	)			(4,288	)
Changes in operating assets and liabilities:
(Increase) decrease in:
Pledged deposits			1,953				1,413
Accounts and notes receivable			(19,173	)			(36,803	)
Advance payments and others			328				465
Inventories			(17,449	)			(9,076	)
Increase (decrease) in:
Accounts and notes payable			2,363				6,199
Customer deposits			1,313				1,016
Accrued payroll and related costs			(423	)			514
Accrued expenses and other payables			597				3,459
Accrued pension costs			1,460				653
Taxes payable			1,257				3,256
Advances payable			8				(32	)
Net cash provided by operating activities			8,061				631
Cash flows from investing activities:
Increase in other receivables			(347	)			158
Cash received from property, plant and equipment sales			6,994				6,282
Payments to acquire property, plant and equipment			(11,317	)			(9,065	)
Payments to acquire intangible assets			(252	)			(109	)
Purchase of short-term investments			(46,192	)			(32,197	)
Proceeds from maturities of short-term investments			38,115				-
Acquisition of Fujian Qiaolong, net of cash acquired			(2,976	)			-
Dividend from investment under cost method			-				66
Net cash used in investing activities			(15,975	)			(34,865	)
Cash flows from financing activities:
Proceeds from government and bank loan			15,836				15,588
Repayments of bank loan			(9,590	)			(14,758	)
Dividends paid to the non-controlling interests			(6,048	)			(1,381	)
Dividends paid to the shareholders of the Company’s common stock			(4,291	)			-
Increase (decrease) in amounts due to shareholders/directors			69				(40	)
Net cash used in financing activities			(4,024	)			(591	)
Effects of exchange rate on cash and cash equivalents			(472	)			1,878
Net decrease in cash and cash equivalents			(12,410	)			(32,947	)
Cash and cash equivalents at beginning of period			53,979				87,649
Cash and cash equivalents at end of period		$	41,569			$	54,702

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

		Nine Months Ended September 30,
		2014				2013
Cash paid for interest		$	893			$	972
Cash paid for income taxes			3,459				4,217

 

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

		Nine Months Ended September 30,
		2014				2013
Advance payments for acquiring property, plant and equipment		$	6,303			$	2,777
Non-controlling interests arising as a result of acquisition of Fujian Qiaolong			2,793				-
Payables for the acquisition of non-controlling interests of Henglong and Jiulong			37,314				-
Account receivable for the sales of land use rights			1,890				-
Dividends payable to the Company’s shareholders			757				-
Dividends payable to non-controlling interests			4,063				86
Dividends receivable from joint venture company			508				-

 

 

SUPPLEMENTAL DISCLOSURE OF ACQUISITION

 

		Nine Months Ended September 30,
		2014				2013
Purchase consideration settled in cash for Fujian Qiaolong		$	(3,007	)		$	-
Less: cash acquired			31				-
						.
Investing cash outflow for acquisitions		$	(2,976	)		$	-