WEB NEWS Investor Alert
Item 8.01. Other Events.
On December 4, 2013, LianDi Clean Technology Inc. (“LianDi”), a Nevada corporation, issued a press release advising that on December 3, 2013 it had filed a notice of termination of registration on Form 15 with the U.S. Securities and Exchange Commission to deregister its Common Stock from the reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act"). At the time of filing the Form 15, LianDi had approximately 118 shareholders of record.
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
As provided in General Instruction B.2 of SEC Form 8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.
Comments & Business Outlook
BEIJING , Nov. 15, 2013 /PRNewswire/ -- LianDi Clean Technology Inc. (OTCPink: LNDT) ("LianDi" or the "Company") announced its intent to voluntarily deregister its Common Stock from the reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act") by filing a Form 15 with the U.S. Securities and Exchange Commission (the "SEC"). The Company anticipates filing the Form 15 with the SEC on or about December 2, 2013. The Company's Chairman Mr. Jianzhong Zuo , stated that the Board's decision to deregister its securities was made after careful and thorough consideration of the advantages and disadvantages of continuing registration and the continuing costs and demands on management time arising from compliance with SEC, Sarbanes-Oxley and other regulatory requirements. LianDi is eligible to deregister its securities because it has fewer than 300 holders of record. The Board of Directors believes the accounting, legal and administrative savings associated with deregistration, both in terms of cost and in time, are in the best interests of shareholders and the Company. For LianDi's size and the thinly-traded nature of its stock, the Board believes the financial and management burden is disproportionate to the benefits of maintaining its registered status. In light of current and expected future regulatory requirements, including requirements resulting from the Sarbanes-Oxley Act, LianDi estimates that it may realize ongoing annual savings of approximately $500,000 in addition to any indirect cost savings. LianDi also expects that management will be able to better focus its attention and resources on continuing to improve operations and enhancing shareholder value.
LianDi expects that the deregistration will become effective within 90 days after the Form 15 is filed with the SEC. Upon filing of the Form 15, LianDi's obligation to file certain reports under the Exchange Act, including Forms 10-K, 10-Q and 8-K, will immediately be suspended, and once deregistration is effective, future reports will not be available through the SEC EDGAR system.
Comments & Business Outlook
LIANDI CLEAN TECHNOLOGY INC.
(Unaudited)
Three months ended
Nine months ended
2011
2010
2011
2010
NET REVENUE:
Sales and installation of equipment
$
61,504,266
$
32,788,437
$
83,893,332
$
72,819,724
Sales of software
2,187,631
8,392,673
11,080,248
11,198,472
Services
1,261,546
62,497
3,616,454
1,200,205
Sales of industrial chemicals
-
6,837,715
12,026,140
15,328,225
64,953,443
48,081,322
110,616,174
100,546,626
Cost of revenue:
Cost of equipment sold
(52,282,829
)
(27,378,949
)
(70,852,286
)
(58,714,285
)
Amortization of intangibles
(160,741
)
(153,124
)
(476,628
)
(453,239
)
Cost of software
(97,560
)
(5,456,475
)
(1,767,606
)
(5,456,475
)
Cost of industrial chemicals
-
(6,358,085
)
(11,156,356
)
(14,155,203
)
(52,541,130
)
(39,346,633
)
(84,252,876
)
(78,779,202
)
Gross profit
12,412,313
8,734,689
26,363,298
21,767,424
Operating expenses:
Selling expenses
(639,837
)
(1,469,985
)
(1,704,996
)
(2,040,806
)
General and administrative expenses
(818,927
)
(700,800
)
(2,364,543
)
(2,495,856
)
Research and development cost
(111,076
)
(65,743
)
(333,275
)
(194,596
)
Total operating expenses
(1,569,840
)
(2,236,528
)
(4,402,814
)
(4,731,258
)
Income from operations
10,842,473
6,498,161
21,960,484
17,036,166
Other income (expenses), net
Interest income
16,950
48,029
39,303
107,776
Interest and bank charges
(113,094
)
(110,385
)
(478,842
)
(370,718
)
Exchange gains (losses), net
(325,132
)
(520,400
)
(1,192,338
)
(647,338
)
Value added tax refund
-
1,556,024
-
1,926,635
Gain on deconsolidation of subsidiary
-
-
30,407,821
-
Other
454
237,655
118,690
536,745
Total other income (expenses), net
(420,822
)
1,210,923
28,894,634
1,553,100
Income before income tax
10,421,651
7,709,084
50,855,118
18,589,266
Income tax expense
(1,311,368
)
(25,886
)
(10,255,191
)
(110,532
)
Income before equity in earnings of equity method affiliate
9,110,283
7,683,198
40,599,927
18,478,734
Equity in earnings of equity method affiliate
691,934
-
600,393
-
NET INCOME
9,802,217
7,683,198
41,200,320
18,478,734
Losses (income) attributable to noncontrolling interests
-
(49,156
)
80,823
(173,586
)
Net income attributable to LianDi Clean stockholders
9,802,217
7,634,042
41,281,143
18,305,148
Preferred stock deemed dividend
-
(1,059,568
)
-
(3,011,412
)
Preferred stock dividend
(345,745
)
(453,464
)
(1,061,322
)
(1,425,061
)
Net income available to common stockholders
$
9,456,472
$
6,121,010
$
40,219,821
$
13,868,675
Net income attributable to LianDi Clean stockholders
$
9,802,217
$
7,634,042
$
41,281,143
$
18,305,148
Other comprehensive income attributable to LianDi Clean stockholders:
Foreign currency translation adjustment
749,128
594,122
3,061,074
1,307,917
Comprehensive income attributable to LianDi Clean Stockholders
10,551,345
8,228,164
44,342,217
19,613,065
Comprehensive income attributable to non-controlling interests
-
115,923
9,531
300,835
TOTAL COMPREHENSIVE INCOME
$
10,551,345
$
8,344,087
$
44,351,748
$
19,913,900
Earnings per share attributable to LianDi Clean stockholders
Basic
$
0.30
$
0.20
$
1.28
$
0.47
Diluted
$
0.27
$
0.20
$
1.13
$
0.46
Weighted average number of shares outstanding
Basic
31,546,651
30,037,555
31,416,270
29,697,566
Diluted
36,444,850
30,149,326
36,444,850
30,040,773
GeoTeam ® Note : Third quarter Adjusted EPS was $0.27 vs $0.21
Comments & Business Outlook
Second Quarter 2011 Results
SUMMARY FINANCIALS
Second Quarter Fiscal 201 2 Results (USD) (Unaudited)
( T hree months ended September 30,)
Q 2 201 2
Q 2 201 1
CHANGE
Sales (1)
$ 2 9.0 million
$ 43.3 million
-33 %
Gross Profit
$ 8.9 million
$ 9.1 million
- 2%
Gross Margin
30.6 %
20.9 %
+46 %
Net Income ( Available to Common Stockholders )
$ 36.1 million
$ 6.0 million
+ 50 2 %
Adjusted Net Income (2) ( Available to Common Stockholders )
$ 5.7 million
$ 6. 8 million
- 1 6 %
GAAP EPS (Diluted)
$1.00
$0. 20
+400 %
Adjusted EPS (Diluted) (2)
$0.17
$0.20
-15%
"We are satisfied with our performance for the second quarter and the first half of our fiscal year 2012," began Jianzhong Zuo , Chairman and CEO of the Company. "While equipment sales were down, our high margin software and technical services sales grew significantly. While our revenue for equipment sales varies significantly on a quarterly basis, due to the fully completed method used for revenue recognition for this business segment, we are confident this business will show solid results for the full year. Furthermore, we believe the progress we made in software and technical services is just the beginning of a long term trend as the benefits from our investment in the Beijing HongTeng software and technical service subsidiary becomes more apparent."
Backlog of unfilled orders was approximately $50.95 million on September 30, 2011 . An additional backlog of approximately $11.63 million was confirmed as of November 15, 2011 .
Fiscal year 2012 Guidance
Due to Management's assessment to deconsolidate Anhui Jucheng on August 30, 2011 , and the expected completion date of the new production line of Anhui Jucheng, management has revised its fiscal 2012 guidance provided on April 11, 2011 . We expect to achieve approximately $148 million of net revenue and approximately $28 million of net income in fiscal year 2012, a 15% increase on a year over year basis, excluding the effect of Anhui Jucheng.
Corporate Governance
September 1, 2011, the board of directors (the “Board”) of LianDi Clean Technology Inc. (the “Company”) received notification from Mr. Joel Paritz that effective immediately, he
resigned as a member of the Board of the Company. At the time of his resignation, Mr. Paritz also served as the
Chairman of the Company’s Audit Committee and a member of the Company’s Compensation Committee and Nominating and
Corporate Governance Committee . The Company is currently in the process of seeking a replacement on the Board and expects to fill such position shortly. The Company will file a Current Report on Form 8-K upon such appointment.
Deal Flow
BEIJING--(
Marketwire - Sep 6, 2011) - LianDi Clean Technology Inc. (
OTCBB : LNDT), ("LianDi" or the "Company"), a leading provider of clean technology, downstream flow equipment, engineering services and software to China's leading petroleum and petrochemical companies, today announced that it had received
a $22 million investment in its Anhui Jucheng subsidiary("Jucheng").
Comments & Business Outlook
First Quarter 2012 Reuslts
For the three months ended June 30, 2011, net revenue was $16.7 million, an increase of 82.3% from $9.2 million generated in the same period of fiscal 2010, driven primarily by strong sell through of software products.
Net income attributable to LianDi common shareholders increased to $2.3 million for the three months ended June 30, 2011 from $1.8 million in the same period a year ago. Earnings per share was $0.07 and $0.06 for the three month ended June 30, 2011 and 2010, respectively, based on 36.4 million and 30.1 million weighted average shares outstanding, respectively.
SUMMARY FINANCIALS
Our performance during the first quarter of fiscal year 2012 reflects our ability to capitalize on the rapid growth across the entire petroleum industry value chain in China which we currently service," continued Chairman Zuo, Chairman. "We have worked diligently to diversify our business, while increasing sales to existing major integrated oil customers in China and believe we have built a platform for sustained future growth. While Jucheng achieved the highest profitability since we acquired the business, our goal is to achieve further efficiencies in manufacturing and distribution which will enable us to make further margin improvements.
Fiscal year 2012 Guidance
Management has reaffirmed its fiscal 2012 guidance provided on April 11, 2011. We expect to achieve the following:
Comments & Business Outlook
Fourth Quarter Results :
Net revenue was $40.3 million, an increase of 25% from $32.1 million generated in the same period of fiscal 2010
Gross profit was $8.0 million and gross margins were 19.9% for the quarter ended March 31, 2011, compared to $5.0 million and 15.5%
GAAP net income available to Liandi Clean's common stockholders for the fourth quarter of 2011 totaled $4.4 million. Adjusted net income available to Liandi Clean's common stockholders for the fourth quarter of fiscal 2011, excluding a $1 million deemed preferred stock dividend, was approximately $5.4 million, or $0.16 per diluted share, based on weighted average shares outstanding of 36.4 million, compared to $3.8 million, or$0.13 per diluted share
"I am pleased with the progress we achieved in 2011 ," stated Mr. Jianzhong Zuo, Chairman, Chief Executive Officer and President of LianDi. "Our core equipment, software and technical services business generated solid growth due to robust demand from petroleum and petrochemicals companies in China. We continue to expand our relationships with Sinopec and CNPC to capture a greater share of their budgets. As we sign more agreements with leading suppliers such as ABB, we expect to grow faster than the market ."
FY 2012 Guidance:
Revenue: $195.4m
Net Income: $35.5m
Liquidity Requirements
Before June 30, 2009, we financed our liquidity needs primarily through working capital loans obtained from our shareholders. From the second half of our fiscal year 2010, along with the significant increase of our net income and our efficient management of the collection of the trade receivables and other receivables, we started to generate positive cash flow from our operating activities, and repaid a significant portion of the shareholder loan from our Japanese shareholder. Currently, we
primarily finance our liquidity needs through net cash generated from our own operating activities.
Comments & Business Outlook
2011/012 Year Guidance
Revenue
2011: $130 million
2012: $195.4 million
50.3% yoy gain
Net Income
2011: $25 million
2012: $35.5 million
42% yoy growth
"We expect strong organic growth across each of our businesses in fiscal 2012, driven by strong demand from our two largest customers, Sinopec and China National Petroleum ," began Mr. Jianzhong Zuo, Chairman, Chief Executive Officer and President of LianDi. "By meeting key infrastructure needs of the largest oil and gas producers in China, we anticipate our core equipment and software businesses to be key growth conduits. We believe the addition of the sludge treatment services through our partnership with System Kikou will leverage new government mandates to provide incremental, high margin revenue. We are also excited about the long-term growth prospects for our specialty chemicals business, Anhui Jucheng, which expands our product portfolio to another market vertical. We will continue to evaluate ways to expand our product and service portfolio as we move through 2011 ."
Investor Presentations
On March 7, 2011, management of LianDi Clean Technology Inc. intends to hold
presentations for potential investors.
Liquidity Requirements
As of December 30, 2010, we still owe our shareholders approximately US$12 million , which consisted of approximately US$4.4 million due to Mr. Zuo and approximately US$7.6 million due to our Japanese shareholder, SJ Asia Pacific Limited. We did not sign any written agreement with Mr. Zuo in regards to the loan we borrowed from him. Based on the loan agreements we signed with our Japanese shareholder, these outstanding loans bear interest at 3%-5% per annum. Any delayed repayment of these loans without the prior consent from our Japanese shareholder is subject to a 1% penalty. Although we did not receive any commitment from our Japanese shareholder not to demand repayment of the loan, we believe that, along with the rapid growth of our revenue and cash generated from operating activities in fiscal year 2011, our financial position has improved to the point which allows us to repay our shareholders’ loan using money earned from operations on demand without having any significant adverse impact on our financial position and operations.
Comments & Business Outlook
Third Quarter Fiscal 2011 Results (USD) (unaudited)
(Three months ended December 31)
Q3 2011
Q3 2010
CHANGE
Sales
$48.1 million
$16.8 million
+186.0%
Gross Profit
$8.7 million
$5.4 million
+60.4%
GAAP Net Income
(Available to Common Stockholders)
$6.1 million
$4.6 million
+31.7%
Adjusted Net Income
(Available to Common Stockholders)
$7.2 million(1)
$4.6 million
+54.5%
GAAP EPS (Diluted)
$0.20
$0.17
+19.5%
Adjusted EPS (Diluted)
$0.21
$0.17
+22.9%
Fiscal year 2011 Guidance
For fiscal year 2011, management reaffirmed
Revenue guidance of $130 million , representing year-over-year growth of 40.2% over fiscal 2010, and
net income guidance of approximately $25 million for fiscal year 2011, representing year-over-year growth of approximately 40% . Management expects software and the related technical service sales to contribute 8-10% of total revenues for fiscal year 2011. Guidance does not include any contribution from the oil sludge cleaning business. This is the Company's current and preliminary view, which is subject to change. The Company had 28 contracts with an aggregate value of $47 million in backlog at December 31, 2010.
Comments & Business Outlook
BEIJING, Jan. 26, 2011 /PRNewswire-Asia-FirstCall / -- LianDi Clean Technology Inc. today provided a business update.
Total orders during the first nine months of fiscal year ending March 31, 2011 were $85 million , an increase of 86.4% compared to the same period last year. Equipment orders grew by 86.2% to $72.8 million .
"We continue to benefit from the strong growth in spending by the large domestic oil and gas and petrochemical companies," stated Mr. Jianzhong Zuo, Chairman, Chief Executive Officer and President of the Company. "The growth in orders and contract renewals reflect the successes we have achieved to date. As our customers' needs expand and become more complex, they have consolidated more of their spending among a smaller number of trusted suppliers, which has benefited our company significantly."
Mr. Zuo continued, "Our collaboration with leading global suppliers and broad portfolio of cutting-edge products enhances our ability to drive business value and high performance for our clients. These strategic partnerships with some of the largest organizations in the oil and gas industry around the world allow us to leverage proven technology and industry solutions to optimize our services and offer our clients complete solutions to meet their business challenges. By complementing this with proprietary software and additional products and services, we seek to drive incremental revenue and earnings for 2011."
Comments & Business Outlook
BEIJING, Jan. 20, 2011 /PRNewswire-Asia-FirstCall / -- LianDi Clean Technology Inc. today announced it has signed an agreement with Ruhrpumpen, a leading manufacturer of pumps located in Witten, Germany, to become a distributor of Ruhrpumpen's products in China. Ruhrpumpen, with manufacturing or sales offices in six countries located on four continents, is a leading manufacturer of pumps and pumping technologies for a variety of industries, including oil and gas.
"We are delighted to have Ruhrpumpen as our new distribution partner in Asia," explained Mr. Jianzhong Zuo, Chairman, Chief Executive Officer and President of the Company. "This agreement allows us to expand into pump solutions, a more than $1.5 billion market in the oil and gas and petrochemical industry and a new product offering for LianDi. By combining Ruhrpumpen's broad product portfolio with our strong relationships and servicing capabilities, we believe we are well positioned to capture a larger share of the Chinese oil refiners' rising capital expenditures."
Legal Insights
Annual Inspection : (Page 14).
Comments & Business Outlook
Fiscal Quarter of 2011:
Revenue increased 27.7% to $9.2 million .
Gross margins improved 1540 basis points to 43.4 %.
Net income increased 156.1% to $3.4 million .
Adjusted EPS (Diluted) of $0.09 vs. $0.05.
Company reaffirms FY2011 guidance of $117 million in revenue and net income of $24.6 million.
"We are optimistic about meeting our 2011 fiscal year guidance , as reflected in the significant increase in our signed contracts and order backlog. Our performance during the first quarter of fiscal year 2011 reflects our ability to successfully service the needs of our petroleum and petrochemical based customers located throughout China . As the industry continues its growth trend, LianDi's products, technical services and optimization software allow companies to produce, distribute and handle petroleum based products more efficiently and in ways that are safer for the environment."
"We are currently advancing several large development projects which will drive future incremental revenue growth. In addition, we are making further progress with our DeltaValve initiative focused on building and installing unheading units used in the delayed coking process, which will be the first of their kind in China .
Fiscal year 2011 Guidance
For fiscal year 2011 management reaffirmed:
Revenue guidance of $117 million , representing year-over-year growth of 50.6% over fiscal 2010. Net income guidance of approximately $24.6 million for fiscal year 2011, representing year-over-year growth of approximately 58.7% . Management expects software sales to contribute 8 to 10% of total revenues for fiscal year 2011.
We had 34 contracts with an aggregate value of $60.3 million in our backlog at June 30, 2010 , representing a 100% and 82% increase year-over-year, respectively.
GeoSpecial Notes
For those who did not read our initial article on Liandi please go
here.
Comments & Business Outlook
Outlook from the March 5, 2010 release
For full fiscal years 2010 and 2011, respectively, China LianDi provided
Revenue guidance of $70.2 million and $116.7 million, representing year-over-year growth of 124% for fiscal 2010 and 60% for 2011. Net income guidance of approximately $15.1 million for fiscal year 2010 and $25.0 million for 2011, representing year-over-year growth of approximately 113% and 66% for the respective years.
"We look forward to meeting the needs of our many valued petroleum and petrochemical customers as China increases its crude oil exploration and consumption, and as refiners are required to implement clean solutions which improve production efficiencies while helping the environment," added Mr. Zuo. "By the fall of 2010, we expect to have our first installation of our totally enclosed unheading units, which are being developed through a partnership with DeltaGuard for the delayed coking process, and are the first of their kind in China. We are constructing a manufacturing facility to assemble and customize various products in our distribution portfolio, while creating the necessary capacity to produce the new unheading units. These new facilities will be a key component to support future growth."
Share Structure
Excerpt From March 1, 2010 release:
As a result of this placement, the Company now has 28,571,430 shares of common stock issued and outstanding, 7,086,078 shares of preferred stock outstanding (convertible into the same number of shares of common stock), and warrants outstanding exercisable for an aggregate of 3,936,726 shares of common stock. Assuming our preferred stock is fully converted and no warrants are exercised, management and insiders own approximately 80.5% of the common stock of the Company.
Total Share Count: 39.6 million.
