UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
_____________
For
the month of March 2015
_____________
Commission File Number: 001-33433
CHINA SUNERGY CO., LTD.
No. 123 Focheng West Road
Jiangning Economic & Technical Development Zone
Nanjing, Jiangsu 211100, People’s Republic of China
(86 25) 5276 6688
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):______
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):______
Indicate by check mark whether by furnishing
the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If "Yes" is marked, indicate
below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82- N/A
SIGNATURE
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, thereunto duly authorized.
China Sunergy
Co., Ltd.
By: /s/ Tingxiu Lu
Name: Tingxiu Lu
Title: Chairman and Chief Executive
Officer
Date: March 3, 2015
Exhibit Index
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Page |
| |
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| Exhibit 99.1 – Press Release |
4 |
Exhibit 99.1
China Sunergy Announces Second Quarter
2014 Financial Results
NANJING,
China, March 3, 2015 - China Sunergy Co., Ltd. (NASDAQ: CSUN) (“China Sunergy” or “the
Company”), a specialized solar cell and module manufacturer, today announced
its financial results for the second quarter ended June 30, 2014.
Mr. Tingxiu Lu, Chairman and CEO of China
Sunergy, commented, “We are pleased that our global manufacturing base, sales network and leading technology enabled us to
capture opportunities in both Europe and Asia, driving strong sequential shipment growth and higher gross margin in the second
quarter of 2014. Reflecting the solid second quarter results, we remain comfortable in achieving our previously-stated full-year
2014 total shipment estimates of 750 MW to 800 MW.”
“Since my return in September 2014,
we have taken many steps to improve operations, including the appointment of our new auditor in December, which initially required
additional time to complete our quarterly financial reporting. I would like to sincerely
thank our finance team and auditor for their tireless efforts in completing the second quarter’s financial reporting, which
now brings the Company current in its reporting obligations. We are committed to timely completing our 2014 annual audit and aim
to report our results for the second half of 2014 in April 2015.”
Second Quarter 2014 Financial Highlights
| · | Total revenue was US$88.5 million, an increase of 41.0% from US$62.7 million in the first
quarter of 2014. Self-branded revenue totaled US$80.8 million and OEM revenue was US$6.4 million. |
| · | Shipments totaled 184.5MW, an increase of 31.6% (44.3MW) from 140.2MW in the first quarter
of 2014. Module shipments, including module processed under OEM arrangement of 27.0MW, were 135.6MW. Cell shipments, including
cell processed under OEM arrangements of 21.2MW, were 48.9MW. |
| · | Average selling price (“ASP”) for the Company’s solar modules, excluding
those processed under OEM arrangements, was US$0.66 per watt, unchanged from that of the previous quarter. |
| · | Gross profit was US$5.5 million on gross margin of 6.2%, compared with US$2.3 million on
gross margin of 3.7% in the first quarter of 2014. Non-GAAP[1]gross profit was
US$7.2 million, and non-GAAP gross margin was 8.1%. |
| · | Net loss attributable to ordinary shareholders was
US$5.7 million, an improvement from US$14.7 million in the first quarter of 2014. Non-GAAP net loss attributable to ordinary shareholders
was US$0.8 million. |
| · | Net loss attributable to ordinary shareholders per ADS was US$0.39, an
improvement from US$0.99 in the first quarter of 2014. Non-GAAP net loss attributable to ordinary shareholders per ADS was
US$0.05. |
| |
· |
Cash, cash equivalents and restricted cash totaled US$232.7 million, as of June 30, 2014. |
Second Quarter 2014 Financial Review
Total Revenue and Shipments
For the second quarter of 2014, total revenue
was US$88.5 million, an increase of 41.0% from US$62.7million in the first quarter of 2014. The increase in total revenue was mainly
attributable to the higher shipments in the Company’s self-branded cells and module sales, while the average selling prices
remained flat compared with the prior quarter. Revenue from the Company’s self-branded modules and cells business totaled
US$80.8 million or 91.3% of the total revenue, while revenue from the modules and cells processed under OEM arrangements, was US$6.4
million, or for 7.2% of total revenue.
____________________________
1 China Sunergy's Non-GAAP financial
measures are its corresponding GAAP financial measures as adjusted by excluding costs related to certain charges, including inventory
and bad debt provisions. Please refer to “Reconciliations of Non-GAAP Financial Measures to the Nearest Comparable GAAP Measures”
at the end of this press release.
Total shipments for the second quarter
of 2014 were 184.5MW, an increase of 31.6% from 140.2MW in the prior quarter. The sequential increase in total shipment was primarily
due to the higher shipments to France, China and India during the quarter. Total module shipments, including module processed under
OEM arrangement of 27.0MW, were 135.6MW for the second quarter of 2014. Total cell shipments, including cell processed under OEM
arrangements of 21.2MW, were 48.9MW for the second quarter of 2014.
Asia continued to be the largest market
for the Company, accounting for 54.7% of total revenue in the second quarter of 2014, with China, Japan and India accounting for
22.7%, 15.0% and 14.5%, respectively. Sales to European markets represented 42.4% of total revenue in the second quarter of 2014,
mainly contributed by France and Germany, which contributed 30.0% and 6.6% of the total revenue, respectively.
ASP
ASP for the Company’s self-branded
module during the second quarter of 2014 was US$0.66 per watt, remained flat compared with that of the previous quarter. ASP for
the Company’s self-branded cell during the second quarter of 2014 was US$0.32 per watt, compared with $0.28 per watt in the
previous quarter.
Wafer and Conversion Costs
Blended wafer costs in the second quarter
of 2014 were US$0.24 per watt, which was one cent or 4.3% higher than the previous quarter. Conversion costs of cells and modules
manufactured in the second quarter of 2014 were US$0.14 and US$0.19 per watt, respectively, compared with US$0.14 and US$0.20 per
watt, respectively, in the previous quarter.
Gross Profit and Gross Margin
Gross profit for the second quarter of
2014 was US$5.5 million on gross margin of 6.2%, this compared with gross profit of US$2.3 million on gross margin of 3.7% for
the first quarter of 2014. The sequential increase in gross profit and expansion of gross margin was mainly attributable to higher
sales generated from the Company’s self-branded cell and modules. Excluding inventory provision of US$1.7 million, non-GAAP
gross profit was US$7.2 million and non-GAAP gross margin was 8.1% in the second quarter of 2014.
Operating Expenses, Operating Loss
and Net Loss
Operating expenses increased to US$14.2
million in the second quarter of 2014, from US$10.1 million in the first quarter of 2014. The sequential increase in operating
expenses was primarily due to a US$4.0 million increase in general and administration expenses. During the second quarter of 2014,
general and administration expenses were US$10.4 million, which included a bad debt provision of US$3.2 million, whereas the Company
reversed US$0.4 million bad debt in the first quarter of 2014.
Loss from operations was US$8.7
million in the second quarter of 2014, compared with US$7.8 million in the first quarter of 2014. During the second quarter
of 2014, the Company sold its idle subsidiary, China Sunergy
(Shanghai) .Co.Ltd, correlated to which, the
Company generated other income of US$10.2 million, compared to other expenses of US$1.2 million in the previous quarter.
Correspondingly, net loss attributable
to ordinary shareholders improved by US$9.0 million to US$5.7 million in the second quarter of 2014, compared with US$14.7 million
from the prior quarter. Excluding inventory provision of US$1.7 million and bad debt provision of US$3.2 million, non-GAAP net
loss attributable to ordinary shareholders was US$0.8 million for the second quarter
of 2014.
Amount Due from/to Related Parties
Amount due from related parties totaled
US$77.2 million as of June 30, 2014, an increase of US$9.7 million compared to US$67.5 million as of March 31, 2014. Amount due
to related parties totaled US$8.6 million as of June 30, 2014, a decrease of US$24.4 million compared to US$33.0 million as of
March 31, 2014.
Inventory
Inventories at the end of the second quarter
of 2014 totaled US$55.9 million, a decrease of US$8.2 million from US$64.1 at the end of March 31 2014, which is mainly due to
higher shipment during the quarter.
Cash Position
As of June 30, 2014, the Company had cash
and cash equivalents of US$30.8 million, and restricted cash of US$201.9 million.
About China Sunergy Co., Ltd.
China Sunergy Co., Ltd. (NASDAQ:CSUN) designs,
manufactures and delivers high efficiency solar cells and modules to the world from its production centers based in China and Turkey.
China Sunergy also invests in high potential solar projects. Founded in 2004, China Sunergy is well known for its advanced solar
cell technology, reliable product quality, and excellent customer service.
For more information, please visit http://www.csun-solar.com.
Investor and Media Contacts:
China Sunergy Co., Ltd.
Zhuo Wang
Phone: + 86 25 5276 6696
Email: IR@chinasunergy.com
Asia Bridge Group Limited
|
Wendy Sun
Phone: + 86 10 8556 9033
Email: wendy.sun@asiabridgegroup.com |
Use of Non-GAAP Financial Measures
The Company has provided the three-month
gross profit, gross margin, net income and earnings per ADS on a non-GAAP basis, which excludes inventory and bad debt provisions.
The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing
its financial performance and liquidity and when planning and forecasting future periods. These non-GAAP operating measures are
useful for understanding and assessing underlying business performance and operating trends. The Company expects to continue providing
gross profit, gross margin, net income and earnings per ADS on a non-GAAP basis using a consistent method on a quarterly basis.
Investors should not view non-GAAP results on a stand-alone basis or as a substitute for results under GAAP, or as being comparable
to results reported or forecasted by other companies, and should refer to the reconciliation of non-GAAP measures to GAAP measures
for the indicated periods in this press release.
Safe Harbor Statement
This announcement may contain forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical facts in this announcement are forward-looking statements. These forward-looking statements
are based on current expectations, assumptions, estimates and projections about the Company and the industry, and involve known
and unknown risks and uncertainties, including but not limited to, the Company's failure to maintain its listing qualification
due to, among other things, volatility in the Company's ADS price; the Company's ability to raise additional capital or renew existing
bank borrowings as they become due to finance the Company's activities; the Company's customers' financial condition and creditworthiness,
and their ability to settle accounts receivables; the effectiveness, profitability, and the marketability of its products; litigations
and other legal proceedings, including any decisions by the US International Trade Committee and Department of Commerce on the
petitions filed; the economic slowdown in China and elsewhere and its impact on the Company's operations; demand for and selling
prices of the Company's products, execution of our strategy to expand into downstream solar power businesses, the future trading
of the common stock of the Company; the ability of the Company to operate as a public company; the period of time for which its
current liquidity will enable the Company to fund its operations; the Company's ability to protect its proprietary information;
general economic and business conditions; the volatility of the Company's operating results and financial condition; the Company's
ability to attract or retain qualified senior management personnel and research and development staff; future shortage or availability
of the supply of raw materials; impact on cost-competitiveness as a result of entering into long-term arrangements with raw material
suppliers and other risks detailed in the Company's filings with the Securities and Exchange Commission. The Company undertakes
no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in its
expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward
looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned
that actual results may differ materially from the anticipated results.
The
following financial information is extracted from the Company’s condensed consolidated financial statements for the respective
periods.
China Sunergy Co., Ltd
Unaudited Condensed Consolidated Income
Statement Information
(In US$'000, except ADS and per ADS data)
| | |
For
the three months ended | |
| | |
| | |
| | |
| |
| | |
Jun 30, 2014 | | |
Mar 31, 2014 | | |
Jun 30, 2013 | |
| Total sales | |
| 88,461 | | |
| 62,744 | | |
| 71,908 | |
| Cost of goods sold | |
| (82,961 | ) | |
| (60,432 | ) | |
| (65,247 | ) |
| Gross profit | |
| 5,500 | | |
| 2,312 | | |
| 6,661 | |
| Operating expenses: | |
| | | |
| | | |
| | |
| Selling expenses | |
| (3,224 | ) | |
| (3,209 | ) | |
| (4,610 | ) |
| General and administrative expenses | |
| (10,403 | ) | |
| (6,398 | ) | |
| (5,053 | ) |
| Research and development expenses | |
| (568 | ) | |
| (515 | ) | |
| (1,579 | ) |
| Total operating expenses | |
| (14,195 | ) | |
| (10,122 | ) | |
| (11,242 | ) |
| Income(loss) from operations | |
| (8,695 | ) | |
| (7,810 | ) | |
| (4,581 | ) |
| Interest expense | |
| (7,172 | ) | |
| (6,811 | ) | |
| (5,076 | ) |
| Interest income | |
| 1,476 | | |
| 1,252 | | |
| 1,785 | |
| Other income/(expenses), net | |
| 10,179 | | |
| (1,244 | ) | |
| 7,451 | |
| Income(loss) before income tax | |
| (4,212 | ) | |
| (14,613 | ) | |
| (421 | ) |
| Income tax benefit(expense) | |
| (1,131 | ) | |
| (119 | ) | |
| (1,351 | ) |
| Net income(loss) | |
| (5,343 | ) | |
| (14,732 | ) | |
| (1,772 | ) |
| Less: non-controlling interest | |
| 383 | | |
| 1 | | |
| (361 | ) |
| | |
| | | |
| | | |
| | |
| Net income (loss) attributable to ordinary shareholders | |
| (5,726 | ) | |
| (14,733 | ) | |
| (1,411 | ) |
| | |
| | | |
| | | |
| | |
| Net income (loss) attributable to ordinary shareholders per ADS | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.39 | ) | |
$ | (0.99 | ) | |
$ | (0.11 | ) |
| Diluted | |
$ | (0.39 | ) | |
$ | (0.99 | ) | |
$ | (0.11 | ) |
| | |
| | | |
| | | |
| | |
| Weighted average ADS outstanding | |
| | | |
| | | |
| | |
| Basic | |
| 14,849,292 | | |
| 14,849,292 | | |
| 13,372,292 | |
| Diluted | |
| 14,849,292 | | |
| 14,849,292 | | |
| 13,372,292 | |
China Sunergy Co., Ltd
Unaudited Condensed Consolidated Balance Sheet Information
(In US$'000)
| | |
Jun 30, 2014 | | |
Mar 31,2014 | | |
Jun 30, 2013 | |
| Assets | |
| | |
| | |
| |
| Current Assets | |
| | |
| | |
| |
| Cash and cash equivalents | |
| 30,792 | | |
| 30,132 | | |
| 60,090 | |
| Restricted cash | |
| 201,914 | | |
| 200,267 | | |
| 159,666 | |
| Accounts receivable, net | |
| 72,874 | | |
| 68,795 | | |
| 78,173 | |
| Other receivable, net | |
| 25,423 | | |
| 27,762 | | |
| 22,583 | |
| Project assets | |
| 10,460 | | |
| 10,343 | | |
| 18,557 | |
| Inventories, net | |
| 55,878 | | |
| 64,094 | | |
| 46,484 | |
| Advance to suppliers, net | |
| 6,401 | | |
| 6,411 | | |
| 4,664 | |
| Amount due from related parties | |
| 77,156 | | |
| 67,549 | | |
| 132,101 | |
| Current deferred tax assets | |
| 1,239 | | |
| 1,735 | | |
| 1,579 | |
| Restricted cash-collateral account | |
| - | | |
| - | | |
| 3,131 | |
| Assets held for sale | |
| - | | |
| 28,904 | | |
| | |
Total current assets | |
| 482,137 | | |
| 505,992 | | |
| 527,028 | |
| Property, plant and equipment, net | |
| 229,121 | | |
| 228,768 | | |
| 219,727 | |
| Prepaid land use rights | |
| 23,659 | | |
| 23,803 | | |
| 28,218 | |
| Deferred tax assets | |
| 7,399 | | |
| 7,831 | | |
| 6,628 | |
| Long-term investment | |
| 1 | | |
| - | | |
| | |
| Intangible assets | |
| - | | |
| - | | |
| 524 | |
| Other long-term assets | |
| 5,267 | | |
| 5,410 | | |
| 1,930 | |
| Total assets | |
| 747,584 | | |
| 771,804 | | |
| 784,055 | |
| | |
| | | |
| | | |
| | |
| Liabilities and equity | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Short-term bank borrowings | |
| 375,212 | | |
| 365,414 | | |
| 472,229 | |
| Accounts payable | |
| 88,926 | | |
| 86,032 | | |
| 126,837 | |
| Notes payable | |
| 18,634 | | |
| 27,779 | | |
| 20,326 | |
| Accrued expenses and other current liabilities | |
| 16,604 | | |
| 17,858 | | |
| 19,584 | |
| Income tax payable | |
| 3,767 | | |
| 3,718 | | |
| 3,473 | |
| Amount due to related parties | |
| 8,644 | | |
| 32,988 | | |
| 25,800 | |
| Collateral account payable | |
| - | | |
| - | | |
| 3,131 | |
| Liability held for sale | |
| - | | |
| 44 | | |
| | |
| Current deferred tax liability | |
| - | | |
| 7 | | |
| 219 | |
| Total current liabilities | |
| 511,787 | | |
| 533,840 | | |
| 671,599 | |
| Long-term debt | |
| 264,029 | | |
| 265,340 | | |
| 103,134 | |
| Long-term payables | |
| 603 | | |
| 838 | | |
| | |
| Accrued warranty costs | |
| 20,855 | | |
| 20,244 | | |
| 18,813 | |
| Other liabilities | |
| 14,790 | | |
| 10,308 | | |
| 9,046 | |
| Total liabilities | |
| 812,064 | | |
| 830,570 | | |
| 802,592 | |
| | |
| | | |
| | | |
| | |
| Equity: | |
| | | |
| | | |
| | |
| Ordinary shares: par value $0.0001; 463,247,600 shares authorized, 267,287,253 shares issued and outstanding as of June 30, 2013 and 240,701,253 issued and outstanding as of March 31, 2014 and June 30, 2014 | |
| 24 | | |
| 24 | | |
| 27 | |
| Additional paid-in capital | |
| 185,367 | | |
| 185,367 | | |
| 185,367 | |
Treasury shares (at par value) | |
| 3 | | |
| 3 | | |
| | |
| Accumulated profit(deficit) | |
| (285,653 | ) | |
| (279,929 | ) | |
| (238,857 | ) |
| Accumulated other comprehensive income | |
| 35,898 | | |
| 36,414 | | |
| 35,344 | |
| Total equity attributable to China Sunergy Co. Ltd. | |
| (64,361 | ) | |
| (58,121 | ) | |
| (18,119 | ) |
| Non-controlling interests | |
| (119 | ) | |
| (645 | ) | |
| (418 | ) |
| Total equity | |
| (64,480 | ) | |
| (58,766 | ) | |
| (18,537 | ) |
| Total liabilities and equity | |
| 747,584 | | |
| 771,804 | | |
| 784,055 | |
Reconciliation of Non-GAAP results of Operations Measures to the Nearest
Comparable GAAP Measures
(In US$'000, except ADS and per ADS data)
| | |
For the three months ended | |
| | |
| | |
| | |
| |
| | |
Jun 30, 2014 | | |
Mar 31, 2014 | | |
Jun 30, 2013 | |
| | |
| | |
| | |
| |
| GAAP gross profit | |
| 5,500 | | |
| 2,312 | | |
| 6,661 | |
| Inventory write down | |
| 1,706 | | |
| 547 | | |
| 12 | |
| Non-GAAP gross Profit | |
| 7,206 | | |
| 2,859 | | |
| 6,673 | |
| | |
| | | |
| | | |
| | |
| GAAP net loss attributable to ordinary shareholders | |
| (5,726 | ) | |
| (14,733 | ) | |
| (1,411 | ) |
| Inventory Write Down | |
| 1,706 | | |
| 547 | | |
| 12 | |
| Bad Debts provision | |
| 3,209 | | |
| (364 | ) | |
| (2,031 | ) |
| Non-GAAP net loss attributable to ordinary shareholders | |
| (811 | ) | |
| (14,550 | ) | |
| (3,430 | ) |
| Non-GAAP net loss attributable to ordinary shareholders per ADS | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.05 | ) | |
$ | (0.98 | ) | |
$ | (0.26 | ) |
| Diluted | |
$ | (0.05 | ) | |
$ | (0.98 | ) | |
$ | (0.26 | ) |
| | |
| | | |
| | | |
| | |
| Weighted average ADS outstanding | |
| | | |
| | | |
| | |
| Basic | |
| 14,849,292 | | |
| 14,849,292 | | |
| 13,372,292 | |
| Diluted | |
| 14,849,292 | | |
| 14,849,292 | | |
| 13,372,292 | |