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 June 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 6666
(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.
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China Sunergy Co., Ltd. |
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By: |
/s/ Tingxiu Lu |
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Name: Tingxiu Lu
Title: Chairman and Chief Executive Officer |
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Date: June 15, 2015
Exhibit Index
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Page |
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| Exhibit 99.1 –
Press Release |
1 |
Exhibit 99.1
China
Sunergy Announces Third Quarter 2014 Financial Results
NANJING,
China, June 12, 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 third quarter ended
September 30, 2014.
Third Quarter 2014 Financial Highlights
| · | Total revenue was US$63.3 million, a decrease of 28.5% from US$88.5 million in the second
quarter of 2014. The revenue for self-branded products totaled US$60.2 million and the revenue for the products processed under
the OEM arrangement was US$1.5 million. |
| · | Shipments totaled 137.8MW, a decrease of 25.3% (46.7MW) from 184.5MW in the second quarter
of 2014. Module shipments, including module processed under OEM arrangement of 5.4MW, were 76.2MW. Cell shipments, including cell
processed under OEM arrangements of 11.3MW, were 61.6MW. |
| · | Average selling price (“ASP”) for the Company’s solar modules, excluding
those processed under OEM arrangements, was US$0.63 per watt, US$0.03 lower than US$0.66 per watt in the second quarter of 2014. |
| · | Gross losses were US$2.4 million and gross margin was negative 3.8%, compared gross profit
of US$5.5 million on gross margin of 6.2% in the second quarter of 2014. |
| · | Net loss attributable to ordinary shareholders was US$25.6 million, compared with US$5.7
million in the second quarter of 2014. |
| · | Net loss attributable to ordinary shareholders per ADS was US$1.73, compared with US$0.39
in the second quarter of 2014. |
| · | Cash, cash equivalents and restricted cash totaled
US$203.8 million, as of September 30, 2014. |
Third Quarter 2014 Financial Review
Total Revenue and Shipments
For the third quarter of 2014, total revenue was US$63.3 million,
compared with US$88.5 million in the second quarter of 2014. The decrease in revenue was mainly due to a combination of lower total
shipments and lower ASP in both cells and modules during the quarter. Revenue from the Company’s self-brand modules and cells
business totaled US$60.2 million or 95.1% of the total revenue, while revenue from the modules and cells processed under OEM arrangements,
was US$1.5 million, or for 2.4% of total revenue.
Total shipments for the third quarter of 2014 were 137.8MW,
a decrease of 25.3% from 184.5MW in the previous quarter. The decrease in total shipment was primarily due to the lower shipments
to France and India as compared with prior quarter. Total module shipments, including module processed under OEM arrangement of
5.4MW, were 76.2MW for the third quarter of 2014. Total cell shipments, including cell processed under OEM arrangements of 11.3MW,
were 61.6MW for the third quarter of 2014.
Asia continued to be the largest market for the Company, accounting
for 71.5% of total revenue in the third quarter of 2014, of which 50.6% of total revenue was generated from China market and 17.1%
of total revenue was contributed by Japan. Sales to European markets represented 23.3% of total revenue in the third quarter of
2014, with France contributing 7.0% of total revenue.
ASP
ASP for the Company’s self-branded modules for the third
quarter was US$0.63 per watt, as compared to US$0.66 per watt in the previous quarter. The decrease in module ASP was primarily
due to higher shipments into low-price regions, including China. ASP for the Company's self-branded cells during the third quarter
of 2014 was US$0.31 per watt, compared with $0.32 per watt in the previous quarter.
Wafer and Conversion Costs
Blended wafer costs in the third quarter of 2014 were US$0.24
per watt, unchanged from the previous quarter. Conversion costs of cells and modules manufactured in the third quarter of 2014
were US$0.16 and US$0.21 per watt, respectively, compared with US$0.14 and US$0.19 per watt, respectively, in the previous quarter.
The two-cent increase in the Company’s conversion costs was primarily due to the lower shipments and capacity utilization
for this quarter.
Gross Profit and Gross Margin
Gross losses for the third quarter were US$2.4 million on gross
margin of negative 3.8%, compared to gross profit of US$5.5 million on gross margin of 6.2% for the second quarter of 2014. The
decrease in gross profit and gross margin was due to a combination of the decrease in total revenue and the increase of cost of
sales.
Operating Expenses, Operating Loss and Net Loss
Operating expenses decreased 35.2% to US$9.2 million in
the third quarter of 2014, from US$14.2 million in the second quarter of 2014. The sequential decrease in operating expenses
was primarily due to a US$4.7 million reduction in general and administration expenses. During the third quarter of 2014,
general and administration expenses were US$5.7 million, the reduction of which was partially attributable to the reversal of
bad debt provision of US$3.4 million, compared with a bad debt provision of US$3.2 million accrued in the previous
quarter.
Loss from operations was US$11.6 million in the third quarter
of 2014, compared with US$8.7 million in the second quarter of 2014. In addition, the Company had other expense of US$9.5 million,
which was primarily due to the foreign exchange loss from the depreciation of Euro against RMB, while the Company generated other
operating income of US$10.2 million during the second quarter of 2014 due to the disposal of one idle subsidiary of the Company.
Correspondingly, net loss attributable to ordinary shareholders
was US$25.6 million in the third quarter of 2014, compared with US$5.7 million in the previous quarter.
Amount Due from/to Related Parties
Amount due from related parties totaled US$74.0 million as
of September 30, 2014, a decrease of US$3.2 million compared to US$77.2 million as of June 30, 2014. Amount due to related
parties totaled US$9.1 million as of September 30, 2014, an increase of US$0.5 million compared to US$8.6 million as of
June 30, 2014.
Inventory
Inventories at the end of the third quarter of 2014 totaled
US$69.6 million, an increase of US$13.7 million from US$55.9 at the end of June 30, 2014, which is mainly due to lower shipment
during the quarter.
Cash Position
As of September 30, 2014, the Company had cash and cash equivalents
of US$21.5 million, and restricted cash of US$182.3 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.
ZhuoWang
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 |
|
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 Company’s ability in maintaining its
liquidity; 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
| | |
Sep 30,2014 | | |
Jun 30,2014 | | |
Sep 30, 2013 | |
| Total sales | |
| 63,252 | | |
| 88,461 | | |
| 57,084 | |
| Cost of goods sold | |
| (65,649 | ) | |
| (82,961 | ) | |
| (55,358 | ) |
| Gross profit | |
| (2,397 | ) | |
| 5,500 | | |
| 1,726 | |
| Operating expenses: | |
| | | |
| | | |
| | |
| Selling expenses | |
| (2,725 | ) | |
| (3,224 | ) | |
| (4,841 | ) |
| General and administrative expenses | |
| (5,657 | ) | |
| (10,403 | ) | |
| (8,419 | ) |
| Research and development expenses | |
| (855 | ) | |
| (568 | ) | |
| (1,518 | ) |
| Total operating expenses | |
| (9,237 | ) | |
| (14,195 | ) | |
| (14,778 | ) |
| Income(loss)
from operations | |
| (11,634 | ) | |
| (8,695 | ) | |
| (13,052 | ) |
| Interest expense | |
| (7,082 | ) | |
| (7,172 | ) | |
| (7,086 | ) |
| Interest income | |
| 1,668 | | |
| 1,476 | | |
| 1,723 | |
| Other income/(expenses), net | |
| (9,478 | ) | |
| 10,179 | | |
| 3,577 | |
| Income(loss)
before income tax | |
| (26,526 | ) | |
| (4,212 | ) | |
| (14,838 | ) |
| Income tax benefit(expense) | |
| 190 | | |
| (1,131 | ) | |
| 1,249 | |
| Net
income(loss) | |
| (26,336 | ) | |
| (5,343 | ) | |
| (13,589 | ) |
| Less: non-controlling interest | |
| (696 | ) | |
| 383 | | |
| (413 | ) |
| | |
| | | |
| | | |
| | |
| Net
income (loss) attributable to ordinary shareholders | |
| (25,640 | ) | |
| (5,726 | ) | |
| (13,176 | ) |
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| | | |
| | | |
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| Net income (loss) attributable to ordinary shareholders per ADS | |
| | | |
| | | |
| | |
| Basic | |
| ($1.73 | ) | |
| ($0.39 | ) | |
| ($0.99 | ) |
| | |
| | | |
| | | |
| | |
| Diluted | |
| ($1.73 | ) | |
| ($0.39 | ) | |
| ($0.99 | ) |
| | |
| | | |
| | | |
| | |
| Weighted average ADS outstanding | |
| | | |
| | | |
| | |
| Basic | |
| 14,849,292 | | |
| 14,849,292 | | |
| 13,372,292 | |
| | |
| | | |
| | | |
| | |
| Diluted | |
| 14,849,292 | | |
| 14,849,292 | | |
| 13,372,292 | |
China Sunergy Co., Ltd
Unaudited Condensed Consolidated Balance
Sheet Information
(In US$'000)
| | |
Sep 30,2014 | | |
Jun 30,2014 | | |
Sept 30,2013 | |
| Assets | |
| | | |
| | | |
| | |
| Current Assets | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| 21,462 | | |
| 30,792 | | |
| 31,485 | |
| Restricted cash | |
| 182,347 | | |
| 201,914 | | |
| 184,943 | |
| Accounts receivable, net | |
| 58,089 | | |
| 72,874 | | |
| 67,556 | |
| Other receivable, net | |
| 24,793 | | |
| 25,423 | | |
| 18,081 | |
| Project assets | |
| 8,628 | | |
| 10,460 | | |
| 19,744 | |
| Inventories, net | |
| 69,593 | | |
| 55,878 | | |
| 65,622 | |
| Advance to suppliers, net | |
| 6,922 | | |
| 6,401 | | |
| 10,596 | |
| Amount due from related parties | |
| 74,025 | | |
| 77,156 | | |
| 99,791 | |
| Current deferred tax assets | |
| 2,411 | | |
| 1,239 | | |
| 1,816 | |
Total
current assets | |
| 448,270 | | |
| 482,137 | | |
| 499,634 | |
| Property, plant and equipment, net | |
| 228,105 | | |
| 229,121 | | |
| 219,786 | |
| Prepaid land use rights | |
| 23,516 | | |
| 23,659 | | |
| 27,870 | |
| Deferred tax assets | |
| 6,781 | | |
| 7,399 | | |
| 7,147 | |
| Long-term Investment | |
| 1 | | |
| 1 | | |
| 413 | |
| Other long-term assets | |
| 5,123 | | |
| 5,267 | | |
| 1,634 | |
| Total
assets | |
| 711,796 | | |
| 747,584 | | |
| 756,484 | |
| | |
| | | |
| | | |
| | |
| Liabilities and equity | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Short-term bank borrowings | |
| 356,826 | | |
| 375,212 | | |
| 422,010 | |
| Accounts payable | |
| 94,586 | | |
| 88,926 | | |
| 127,383 | |
| Notes payable | |
| 9,483 | | |
| 18,634 | | |
| 36,499 | |
| Accrued expenses and other current liabilities | |
| 22,858 | | |
| 16,604 | | |
| 26,113 | |
| Income tax payable | |
| 3,929 | | |
| 3,767 | | |
| 2,629 | |
| Amount due to related parties | |
| 9,116 | | |
| 8,644 | | |
| 12,487 | |
| Current deferred tax liability | |
| 0 | | |
| 0 | | |
| 60 | |
| Total
current liabilities | |
| 496,799 | | |
| 511,787 | | |
| 627,181 | |
| Long-term debt | |
| 268,529 | | |
| 264,029 | | |
| 131,935 | |
| Long-term payables | |
| 365 | | |
| 603 | | |
| | |
| Accrued warranty costs | |
| 21,285 | | |
| 20,855 | | |
| 19,533 | |
| Other liabilities | |
| 14,757 | | |
| 14,790 | | |
| 9,686 | |
| Total
liabilities | |
| 801,735 | | |
| 812,064 | | |
| 788,335 | |
| | |
| | | |
| | | |
| | |
| Equity: | |
| | | |
| | | |
| | |
| Ordinary shares: par value $0.0001; 463,247,600 shares authorized, 267,287,253 shares issued and outstanding as of September 30, 2013 and 240,701,253 issued and outstanding as of June 30, 2014 and September 30, 2014 | |
| 24 | | |
| 24 | | |
| 27 | |
| Additional paid-in capital | |
| 185,367 | | |
| 185,367 | | |
| 185,367 | |
| Treasury shares (at par value) | |
| 3 | | |
| 3 | | |
| 0 | |
| Accumulated profit(deficit) | |
| (311,295 | ) | |
| (285,653 | ) | |
| (252,033 | ) |
| Accumulated other comprehensive income | |
| 36,511 | | |
| 35,898 | | |
| 35,301 | |
| Total equity attributable to
China Sunergy Co. Ltd. | |
| (89,390 | ) | |
| (64,361 | ) | |
| (31,338 | ) |
| Non-controlling interests | |
| (549 | ) | |
| (119 | ) | |
| (513 | ) |
Total
equity | |
| (89,939 | ) | |
| (64,480 | ) | |
| (31,851 | ) |
| Total
liabilities and equity | |
| 711,796 | | |
| 747,584 | | |
| 756,484 | |