WEB NEWS Investor Alert
WUXI, China, August 19, 2014 /PRNewswire / -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a Chinese manufacturer of API (American Petroleum Institute) and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, announced today that on July 18, 2014, the Company has received a notice from NYSE Regulation, Inc. (the "Exchange") of failure to satisfy continued listing standards (the "Letter") because the average closing price of the Company's American Depositary Shares ("ADSs") was less than $1.00 per ADS over a consecutive 30-trading-day period. The Company is now subject to the procedures as set forth in Sections 801 and 802 of the NYSE Listed Company Manual (the "Listed Company Manual"), which allows the Company up to a six-month period following receipt of the Letter to bring its average share price back above $1.00.
The Company has a period of six months to restore compliance with the minimum unit price criteria. Under the NYSE rules, the Company's ADSs will continue to be listed on the NYSE during this period, subject to ongoing reassessment in light of current developments.
Comments & Business Outlook
WUXI, China , July 7, 2014 /PRNewswire / -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a Chinese manufacturer of API ("American Petroleum Institute") and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, announced that the People's Government of Bayingol Mongolia Prefecture (the "People's Government") has established an operation coordination group (the "Coordination Group") to restructure Bazhou Seamless Oil Pipe Co., Ltd. ("Bazhou Seamless"), a subsidiary of Wuxi Seamless Oil Pipe Co., Ltd. ("Wuxi Seamless"), in Bazhou. The Coordination Group is chaired by three deputy governors of Bazhou and includes representatives from entities such as Bazhou Seamless, the Secretariat of the People's Government, the Bazhou Economic Office (Finance Office), the Bazhou Commission of Economy and Information Technology, the Bazhou Finance Bureau, the State-owned Assets Management Co., Ltd. of Bazhou, Bank of China , Bazhou Branch, China Construction Bank, Bazhou Branch, Huaxia Bank , Urumqi Branch, and Xinjiang Tianxue Law Firm.
The Coordination Group has specifically proposed a solution for the restructuring of Bazhou Seamless, which follows the Chinese government's policy to support the development of the southern Xinjiang, in order to manage the operation of the company, stabilize the employment of employees, facilitate the introduction of strategic investors, manage the company's debts , promote the company's development and implement risk prevention measures.
Bazhou Seamless was established in August 2008 with an initial investment of RMB450 million by Wuxi Seamless, the Company's wholly-owned subsidiary, together with a bank loan of RMB1.2 billion, of whichRMB1.18 billion was guaranteed by Wuxi Seamless.
Since the completion of the construction in April 2011, Bazhou Seamless has not reached effective production. Currently, Bazhou Seamless still has an outstanding bank loan of RMB1.1 billion and requires approximatelyRMB90 million each year from Wuxi Seamless to cover working capital and other expenses. As of today, the accounts payable to Wuxi Seamless reached RMB310 million. In connection with the restructuring, Wuxi Seamless intends to transfer a majority of its equity interests in Bazhou Seamless to a state-owned investment company while retaining a small portion of the equity interests and debt . In addition, Wuxi Seamless intends to withdraw its guarantee for the bank loan owed by Bazhou Seamless.
Upon the completion of this asset disposal, Wuxi Seamless will terminate the guarantee it provided for the bank loan of RMB1.1 billion and incur cost savings of RMB90 million approximately. Bazhou Seamless is expected to reach effective production under the coordination of the local government, and Wuxi Seamless is expected recover its accounts receivable gradually.
Investor Alert
WUXI, China , June 4, 2014 /PRNewswire / -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a Chinese manufacturer of API (American Petroleum Institute) and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, announced today that the Company has received a notice of failure to satisfy continued listing standards (the "Letter") from NYSE Regulation (the "Exchange") that the Company is not in compliance with certain of the Exchange's continued listing standards as set forth in Section 802.01E of the Listed Company Manual (the "Listed Company Manual") as a result of its failure to file its annual report on Form 20-F on a timely basis. The Company has therefore become subject to the procedures and requirements in the Listed Company Manual, which allows the Company up to a six-month period from the filing due date to regain compliance, subject to ongoing oversight by the Exchange.
In the Company's Form 12B-25 filed on April 30, 2014, the Company indicated that management has encountered delays in completing the Company's consolidated financial statements and its annual audit. As such, information necessary for the filing of a complete and accurate report on Form 20-F cannot be gathered and reviewed within the prescribed time period. The Company remains committed to completing its Form 20-F at the earliest possible time, and anticipates its completion by August 2014 or such later time to be announced.
Going Private News
WUXI, China, May 30, 2014 /PRNewswire/ -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a leading Chinese manufacturer of API ("American Petroleum Institute") and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, today announced that it has agreed jointly with Wuxi Heavy Industries, Ltd. ("Parent"), WHI Acquisitions, Ltd. ("Merger Sub") and General Transactions, Inc. to terminate the previously announced merger agreement in view that the going private transaction would not be completed by May 31, 2014, the termination date of the merger agreement. The parties have released each other from all liabilities and obligations with respect to the proposed transaction, and no termination fees will be payable by either party.
Going Private News
WUXI, China , March 19, 2014 /PRNewswire/ -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a leading Chinese manufacturer of API ("American Petroleum Institute") and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling, and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, today announced that it has entered into an Amendment No. 2 and Assignment and Assumption Agreement ("Amendment No. 2") relating to the Agreement and Plan of Merger entered into on February 21, 2013 and amended on August 15, 2013 (the "Merger Agreement") with the original parties under the Merger Agreement and Wuxi Heavy Industries, Ltd. ("New Parent"), WHI Acquisitions, Ltd. ("New Merger Sub") and General Transactions, Inc. Pursuant to Amendment No. 2, the original acquiring parties under the Merger Agreement and H.D.S. Investment LLC assigned all of their respective rights and obligations under the Merger Agreement and certain related agreements to New Parent, New Merger Sub and General Transactions, Inc., respectively, and New Parent, New Merger Sub and General Transactions, Inc. assumed all such rights and obligations. Amendment No. 2 also made certain other changes to the Merger Agreement, including extending the termination date of the Merger Agreement to May 31, 2014.
Concurrently with the signing of Amendment No. 2, the original acquiring parties under the Merger Agreement also assigned all of their respective rights and obligations under certain rollover and voting agreements, which were entered into concurrently with the signing of the Merger Agreement on February 21, 2013, to New Parent and New Merger Sub, respectively, and New Parent and New Merger Sub assumed all such rights and obligations.
The Company will file its Schedule 13E-3/A and preliminary proxy statement with the Securities and Exchange Commission (the "SEC") as soon as possible, and expects to complete the going private transaction as soon as practicable thereafter, subject to approvals and satisfaction or waiver of conditions in the Merger Agreement.
For additional information regarding the going private transaction, please refer to our latest Schedule 13E-3/A and preliminary proxy statement filed with the SEC on November 22, 2013.
Comments & Business Outlook
WUXI, China , March 19, 2014 /PRNewswire/ -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a Chinese manufacturer of API ("American Petroleum Institute") and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, announced the disposals of two subsidiaries, Tuoketuo County Mengfeng Special Steel Co., Ltd. ("Mengfeng") and Liaoyang Seamless Oil Pipes Co., Ltd. ("Liaoyang Seamless").
The Company disposed its entire equity interest in Mengfeng for nominal cash considerations to three unrelated third parties, pursuant to a series of agreements entered into in December 2013. As a result of the disposal, the Company would incur a loss of approximately $39 million. This loss is expected to impact the Company's financial results in 2013. Mengfeng was acquired by the Company in July 2008 to supply raw materials for the Company's production. The Company stopped production at Mengfeng since the second half of 2011 as the Company has been able to obtain and produce raw materials at lower costs. Mengfeng has been operating at a loss and the Company decided that it should be disposed to prevent future losses and to reduce negative cash flow impact to the group. As part of the disposal agreement, the buyer is contracted to pay the Company RMB170 million in two installments to settle part of the inter-company owed by Mengfeng. To date a significant portion of the installments has not been received.
The Company also disposed its entire equity interest in Liaoyang Seamless for nominal cash considerations to two unrelated third parties, pursuant to a series of agreements entered into in December 2013. As a result of the disposal, the Company is expected to incur a loss of approximately $23 million. This loss is expected to impact the Company's financial results in 2013. Liaoyang was established by the Company in April 2008 to manufacture finished OCTG products. It has been operating at a loss and the Company decided that it should be disposed to prevent future losses and negative cash flow impact on the group. As part of the disposal agreement, the buyer is contracted to pay the Company RMB50 million and to assume the repayment of a RMB40 million bank loan of the Company when due. These amounts will be due soon.
The process of completing all the documents, requirements, registrations and transfers requires considerable time, although the agreements for the disposals of Mengfeng and Liaoyang Seamless have been signed. These processes are in various stages of completion.
Going Private News
WUXI, China , Jan. 2, 2014 /PRNewswire/ -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a leading Chinese manufacturer of API ("American Petroleum Institute") and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, today announced that the parties to the going private transaction of the Company previously announced on February 21, 2013 are in discussions with the special committee of the Company's board of directors regarding, among other things, extending the outside date of December 31, 2013 under the Agreement and Plan of Merger in order to give the parties more time to complete the transaction . The Company cautions its shareholders and others considering trading in its securities that there can be no assurance that an agreement will be reached.
For additional information regarding the going private transaction, please refer to our latest Schedule 13E-3/A and preliminary proxy statement filed with the Securities and Exchange Commission on November 22, 2013.
Comments & Business Outlook
First Quarter 2013 Financial Results
Revenues of $119.3 million in the first quarter of 2013, compared to $131.4 million in the fourth quarter of 2012
Basic and diluted loss per ADS were both $1.26 in the first quarter of 2013, compared to basic and diluted loss per ADS of $0.81and $1.43 for both in the first quarter of 2012 and in the fourth quarter of 2012, respectively.
"The first quarter is typically our seasonally slowest quarter of the year, and we saw a decrease in total revenues from the fourth quarter of 2012, mainly due to a decrease in domestic sales of API products. At the same time, we saw a large increase in export sales due to our efforts targeting international markets. This led to an increase in average selling prices quarter-over-quarter, primarily for API products, that contributed to the substantial increase in our gross profit," commented Mr. Longhua Piao, Chairman and CEO of WSP Holdings. "We will continue to focus our marketing efforts on new and existing international markets amidst the current global economic uncertainties."
Comments & Business Outlook
For the year ended December 31,
(in thousands, except for share
2008
2009
2010
2011
2012
Selected Consolidated Income Statement Data:
Net revenues
$
912,090
$
577,029
$
470,465
$
686,125
$
561,297
Cost of revenues
(703,531
)
(496,656
)
(467,400
)
(637,615
)
(536,823
)
Gross profit
208,559
80,373
3,065
48,510
24,474
Selling and marketing expenses
(22,770
)
(18,244
)
(20,841
)
(34,486
)
(17,192
)
General and administrative expenses
(41,740
)
(44,798
)
(67,008
)
(61,774
)
(78,146
)
Impairment of long-lived assets
—
—
(17,055
)
—
—
—Gain on disposal of subsidiary
—
—
—
3,268
2,512
Other operating income, net
2,589
2,559
5,446
2,777
6,190
Income (loss) from operations
146,638
19,890
(96,393
)
(41,705
)
(62,162
)
Interest income (expense), net
(15,319
)
(17,026
)
(26,043
)
(30,609
)
(36,624
)
Other income
767
767
767
767
64
Exchange differences
(6,984
)
218
(1,484
)
(5,144
)
2,676
Income (loss) from continuing operations before provision for income taxes
125,102
3,849
(123,153
)
(76,691
)
(96,046
)
Provision for (benefit from) income taxes
(24,405
)
(2,137
)
(9,388
)
(99
)
6,131
Net income (loss) from continuing operations before earnings in equity investments
100,697
1,712
(132,541
)
(76,790
)
(89,915
)
Loss (earnings) in equity investments
1
(105
)
(211
)
(10
)
44
Net income (loss) from continuing operations
100,698
1,607
(132,752
)
(76,800
)
(89,871
)
Net income (expense) from discontinued operations
—
—
—
—
Net income (loss)
100,698
1,607
(132,752
)
(76,800
)
(89,871
)
Less: Net income (loss) attributable to the non-controlling interests
(1,349
)
2,568
13,989
8,320
5,686
Net income (loss) attributable to WSP Holdings Limited
$
99,349
$
4,175
$
(118,763
)
$
(68,480
)
$
(84,185
)
Net income (loss) per share—basic
Net income (loss) from continuing operations
$
0.48
$
0.02
$
(0.58
)
$
(0.34
)
$
( 0.41
)
Loss on discontinued operations
—
—
—
—
Net income (loss) per share
$
0.48
$
0.02
$
(0.58
)
$
(0.34
)
$
( 0.41
)
Net income (loss) per share—diluted
Net income (loss) from continuing operations
$
0.48
$
0.02
$
(0.58
)
$
(0.34
)
$
(0.41
)
Loss on discontinued operations
—
—
—
—
Net income (loss) per share
$
0.48
$
0.02
$
(0.58
)
$
(0.34
)
$
(0.41
)
Weighted average ordinary shares used in computation of earnings per share:
Basic
205,663,247
205,789,800
204,771,144
204,375,226
204,375,226
Diluted
205,663,247
205,789,800
204,771,144
204,375,226
204,375,226
Going Private News
WUXI, China, August 15, 2013 /PRNewswire / -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a Chinese manufacturer of API (American Petroleum Institute) and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, announced today that the parties to the going private transaction of the Company have amended the Agreement and Plan of Merger (the "Merger Agreement") to extend the termination date to December 31, 2013 . As previously disclosed, the Merger Agreement was entered into as ofFebruary 21, 2013.
The Company anticipates filing its annual report on Form 20-F in September 2013, and expects to complete the going private transaction as soon as practicable thereafter, subject to approvals and satisfaction or waiver of conditions in the Merger Agreement.
For additional information regarding the going private transaction, please refer to our latest Schedule 13E-3/A and preliminary proxy statement filed with the Securities and Exchange Commission on June 27, 2013.
Company Rebuttal
WUXI, China , Aug. 12, 2013 /PRNewswire / -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a Chinese manufacturer of API (American Petroleum Institute) and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, notes that certain irregular trading activity of its American depositary shares took place on August 8. The Company believes that the irregular trading activity may be attributable to recent market speculation surrounding the status of the Company's going private transaction arising from a third-party article.
The Company is currently working to address the non-compliance of its reporting obligations and complete the financial audit for the year ended December 31, 2012. The Company expects to make another announcement as soon as it has an update on the going private transaction.
Comments & Business Outlook
Fourth Quarter 2012 Results
Revenues of $131.4 million in the fourth quarter of 2012, compared to $141.3 million in the third quarter of 2012, primarily due to a decrease in revenues generated from export sales.
Gross margin in the fourth quarter of 2012 was 4.9%, compared to 5.5% in the third quarter of 2012 and 7.2% in the fourth quarter of 2011
Basic and diluted loss per ADS were both $1.43 in the fourth quarter of 2012, compared to basic and diluted loss per ADS for both of $0.93 in the fourth quarter of 2011 and $1.11 in the third quarter of 2012.
"The fourth quarter of 2012 showed a decrease in total revenues from the third quarter of 2012, mainly due to a decrease in sales volume as well as average selling price of non-API products," commented Mr. Longhua Piao, the Chairman and Chief Executive Officer of WSP Holdings. "We will continue our marketing efforts to tap into new international markets amidst the current global economic uncertainties.
Going Private News
WUXI, China , Feb. 21, 2013 /PRNewswire / -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a leading Chinese manufacturer of API (American Petroleum Institute) and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, today announced that it has entered into an Agreement and Plan of Merger (the "Merger Agreement") with WSP OCTG GROUP Ltd. ("Parent"), a company owned by H.D.S. Investments LLC, and JM OCTG GROUP Ltd., a company with limited liability and a direct wholly-owned subsidiary of Parent ("Merger Sub"). The transaction contemplated under the Merger Agreement represents a total transaction value of approximately $893.6 million, including the assumption of the Company's outstanding debt.
Subject to satisfaction or waiver of the closing conditions in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each of the Company's ordinary shares issued and outstanding immediately prior to the effective time of the Merger (the "Shares") will be cancelled and cease to exist in exchange for the right to receive $0.32 without interest, and each American Depositary Share ("ADS"), which represents ten Shares, will represent the right to surrender the ADS in exchange for $3.20 in cash without interest, except for (a) Shares held of record by Expert Master Holdings Limited ("EMH"), a company wholly-owned by Mr. Longhua Piao, the Company's Chairman and Chief Executive Officer, and UMW China Ventures (L) Ltd. ("UMW"), which will be contributed to Parent immediately prior to the Merger in exchange for equity interests of Parent, and (b) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger under the Cayman Islands Companies Law (the "Dissenting Shares"), which will be cancelled for the right to payment of fair value of the Dissenting Shares in accordance with the Cayman Islands Companies Law.
The $0.32 per Share or $3.20 per ADS offer represents a premium of 60.0% over the Company's closing price of $2.00 per ADS (adjusted for the change in the ratio of the ADSs from one ADS representing two ordinary shares to one ADS representing ten ordinary shares effective February 15, 2012) on December 12, 2011, the last trading day prior to the Company's announcement of its receipt of a "going-private" proposal, and a premium of 52.5% to the volume-weighted average closing price calculated using the market data quoted on the New York Stock Exchange (the "NYSE") of the ADSs during the 60 trading days prior to December 12, 2011.
H.D.S. Investments LLC has provided the Company with a limited guarantee in favor of the Company guaranteeing the payment of certain monetary obligations of Parent and Merger Sub arising under the Merger Agreement up to a capped amount. H.D.S. Investments LLC has committed, at or prior to the closing of the Merger, to contribute to Parent, and to cause Parent to contribute to Merger Sub, an equity investment in an amount sufficient to fund the merger consideration and related transaction expenses upon the terms set forth in an equity commitment letter.
The Company's Board of Directors, acting upon the unanimous recommendation of a committee of the Board of Directors comprised solely of independent and disinterested directors (the "Special Committee"), approved the Merger Agreement and the Merger and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its legal and financial advisors.
The Merger, which is currently expected to close during the second quarter of 2013, is subject to the authorization and approval of the Merger Agreement by an affirmative vote of shareholders representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at a meeting of the Company's shareholders, as well as certain other customary closing conditions. EMH and UMW collectively beneficially own sufficient Shares to approve the Merger Agreement and the Merger and have agreed to vote in favor of such approval. If completed, the Merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the NYSE.
Restructuring Activity
WUXI,
China ,
October 1, 2012 /
PRNewswire / -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a leading Chinese manufacturer of API (American Petroleum Institute) and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, today announced that it has entered into a definitive agreement with Southern Tube LLC, an affiliate of Nippon Steel & Sumitomo Metal Corporation ("Southern Tube"), for the sale of certain assets of Houston OCTG Group, Inc. ("Houston OCTG"), its wholly-owned U.S. subsidiary. Under the terms of the agreement, Southern Tube will purchase production facilities held by Houston OCTG, including land, equipment and related permits and licenses, for a total consideration of
$43.0 million . The transaction is expected to close by the end of November 2012. The closing of the transaction is subject to certain customary closing conditions.
Comments & Business Outlook
Second Quarter 2012 Results
WSP Holdings reported revenues of $159.2 million in the second quarter of 2012 compared to $129.5 million in the first quarter of 2012 primarily due to an increase in revenues generated from export sales. Domestic sales and export sales accounted for 48.2% and 51.8%, respectively, of total revenues for the second quarter of 2012.
Loss from operations was $7.9 million in the second quarter of 2012, compared to loss from operations of $10.1 million and $11.3 million in the second quarter of 2011 and the first quarter of 2012, respectively.
Basic and diluted loss per ADS were both $0.77 in the second quarter of 2012, compared to basic and diluted loss per ADS for both of $0.94 and $0.81 in the second quarter of 2011 and in the first quarter of 2012, respectively.
"The second quarter of 2012 showed an increase in total revenues from the first quarter of 2012, mainly due to an increase in export sales of API products to Asia and Africa , and a modest increase in average product selling prices quarter-over-quarter." commented Mr. Longhua Piao, the Chairman and CEO of WSP Holdings. "We will continue with our concerted marketing efforts to tap into new international markets amidst the current global economic uncertainties."
Comments & Business Outlook
First Quarter 2012 Results
WSP Holdings reported revenues of $129.5 million in the first quarter of 2012 compared to $180.4 million in the fourth quarter of 2011 and $131.2 in first quarter 2011.
Loss from operations was $11.3 million in the first quarter of 2012, compared to loss from operations of $8.5 million and $16.7 million in the first quarter of 2011 and the fourth quarter of 2011, respectively.
Basic and diluted loss per ADS were both $0.81 in the first quarter of 2012, compared to basic and diluted loss per ADS of $0.67 and $0.93 for both in the first quarter of 2011 and in the fourth quarter of 2011, respectively.
Operational Environment and Business Outlook
Oil prices slid below $90 a barrel in June 2012 , having hovered above the $100 mark since mid-February 2012 , and are expected to continue fluctuating due to the ongoing European debt crisis and heightened global economic uncertainty.
On the international front, WSP Holdings continues to pursue new opportunities and broaden its customer base in South America , the Middle East and Central Asia , which provide opportunities for sales growth. On the domestic front, WSP Holdings is launching certain new series of non-API products for commercial use and will continue to focus on domestic customers in areas such as Xinjiang Autonomous Region, Sichuan Province and Shaanxi Province , which provide opportunities for sales of higher-margin, non-API products.
Comments & Business Outlook
Fourth Quarter 2011 Results
WSP Holdings generated revenues of $180.4 million in the fourth quarter of 2011 compared to $138.5 in 2010
Loss from operations was $16.7 million in the fourth quarter of 2011, compared to loss from operations of $6.4 million and $46.9 million in the third quarter of 2011 and the fourth quarter of 2010, respectively.
Basic and diluted loss per ADS were both $0.93 in the fourth quarter of 2011, compared to basic and diluted loss per ADS of $0.81 and $2.59 for both in the third quarter of 2011 and in the fourth quarter of 2010, respectively.
"The fourth quarter saw a modest decrease in both our revenues and gross margin from the third quarter of 2011, mainly due to a decrease in the average selling prices of our non-API products. Export sales decreased in the fourth quarter of 2011 primarily due to a decrease in sales of our non-API products," commented Mr. Longhua Piao, the Chairman and CEO of WSP Holdings. "This decline was partially offset by a marginal increase in domestic sales of our API products. Even so, our export sales in 2011 have improved considerably compared to 2010 due to our continued international marketing efforts. We will continue with our current strategy to focus and build upon our success in new international markets such as South America , Middle East and Central Asia ."
Recent Business Development
The Company has recently engaged Houlihan Lokey (China ) Limited as the financial advisor to the Special Committee of its Board of Directors in relation to the non-binding proposal received from H.D.S. Investment LLC ("HDS") indicating HDS's interest in acquiring all outstanding shares of the Company in a possible going-private transaction for $3.00 per American Depository Share in cash, subject to certain conditions. The Special Committee, working with its advisors, has not set a definitive timetable for completion of its evaluation and does not currently intend to announce developments unless and until a definitive transaction or strategic option has been approved.
Share Structure
WUXI, China , February 3, 2012 /PRNewswire-Asia-FirstCall / -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a leading Chinese manufacturer of API (American Petroleum Institute) and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, today announced that the Company will change the ratio of its American Depositary Shares ("ADSs") to ordinary shares ("Shares") from 1:2 to 1:10 ("Ratio Change"), effective as of February 15, 2012 .
Pursuant to the Ratio Change, the holders of the Company's ADSs will be entitled to receive one (1) new ADS, each representing ten (10) Shares, beginning on February 15, 2012 in exchange for every five (5) ADSs, each representing two (2) Shares, currently held by them. No new Shares will be issued in connection with the Ratio Change. JPMorgan Chase Bank, N.A. will arrange for the exchange of their current ADSs for new ADSs. As a result of this Ratio Change, the ADS price is expected to automatically increase proportionally. For example, assuming a price per ADS of $0.45 , representing the market price of the ADSs as of February 2, 2012, upon completion of the Ratio Change, the price per ADS would be $2.25. The Company can give no assurance, however, that the post-Ratio Change ADS price will be equal to or greater than the pre-Ratio Change ADS price multiplied by the ratio.
The Company believes the Ratio Change will enable it to regain compliance with the continued listing standard of the New York Stock Exchange ("NYSE") relating to minimum average share price, subject to ongoing regular oversight and monitoring. NYSE Listed Company Manual Rule 802.01C requires that a company's shares trade at an average closing price of not less than $1.00 per share over any consecutive 30 trading-day period. Although the purpose of this Ratio Change is to maintain continued listing of the ADSs on the NYSE, the Company can give no assurance that this strategy will be successful.
Share Structure
WUXI,
China ,
January 12, 2012 /
PRNewswire-Asia-FirstCall / -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a leading Chinese manufacturer of API (American Petroleum Institute) and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, today announced that the Company is working with its ADS depositary, JPMorgan Chase Bank, N.A., to effectuate a change in the ratio of its American Depositary Shares
("ADSs") to ordinary shares from
1:2 to 1:10 (" Ratio Change"). The plan to effectuate the Ratio Change was approved by the board of directors of the Company. The Company anticipates the Ratio Change to bring its average
ADS price above $1.00 per share in compliance with the New York Stock Exchange continued listing standard relating to minimum average share price. The Company will update the investors immediately when the effective date of the Ratio Change is determined in due course.
Comments & Business Outlook
Third Quarter 2011 Results
Q 3 2011
Q 2 2011
Q-o-Q
Q 3 2010
Y-o-Y
Net revenues ($ million)
189.0
185.5
1.8%
137.0
38.0%
Gross profit ($ million)
16.9
6.7
151.9%
10.5
61.5%
Gross margin (% of net revenues)
9.0%
3.6%
-
7.7%
-
Loss from operations ($ million)
(6.4)
(10.1)
37.0%
(21.1)
69.7%
Net loss attributable to WSP Holdings Limited ($ million)
(16.6)
(19.2)
14.0%
(26.8)
38.3%
Loss per ADS ($)
(0.16)
(0.19)
15.8%
(0.26)
38.5%
"The third quarter saw a modest increase in our revenues and a significant increase in gross margin from the second quarter of 2011, mainly due to an increase in our average selling prices of API and non-API products attributable to our export sales. Export sales volume also increased in the third quarter of 2011 due to an increase in sales of our API and non-API products to Ecuador , Venezuela and Uzbekistan , offsetting a decrease in domestic sales," commented Mr. Longhua Piao, the Chairman and CEO of WSP Holdings. "We have experienced a gradual increase in our export sales of both API and non-API products to date in 2011 due to our continued international marketing efforts. In view of the intense competition we face in our domestic market, we will continue to focus and build upon our success in the new international markets such as South America , Middle East and Central Asia ."
Going Private News
WUXI, China , December 13, 2011 /PRNewswire-Asia-FirstCall / -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company") today announced that its board of directors has formed a special committee of independent directors consisting of Messrs Dennis D. Zhu, Weidong Wang and Michael Muhan Liu (the "Special Committee") to consider strategic alternatives which would enhance shareholder value. The Special Committee was formed after receiving a non-binding proposal letter from H.D.S. Investments LLC ("HDS") notifying the board of its interest in acquiring all of the shares of the Company in a possible going private transaction for US$0.60 per American Depositary Share in cash , subject to certain conditions.
According to the proposal letter, HDS has had preliminary and informal communications with Expert Master Holdings Limited ("EMH") and certain other significant shareholders of the Company, and HDS believes that EMH and certain other significant shareholders of the Company would be interested in pursuing a potential transaction pursuant to which an HDS special purpose vehicle would (i) acquire all of the publicly held shares of the Company for cash and (ii) exchange shares of an HDS special purpose vehicle for shares of the Company held by EMH and certain other significant shareholders of the Company. EMH is wholly owned by Mr. Longhua Piao, the Company's Chairman and Chief Executive Officer, and is currently the majority shareholder of WSP Holdings owning 50.9% of the total outstanding shares. The proposal letter indicates that funding for the proposed transaction would come from HDS's own capital. A copy of the proposal letter is attached hereto as Exhibit A.
The Special Committee has retained Kirkland & Ellis and Conyers Dill & Pearman to act as its U.S. and Cayman legal counsel, respectively, and also intends to retain an independent financial advisor to assist it in its work. The Special Committee, working with its advisors, intends to proceed in a timely and orderly manner, but has not set a definitive timetable for completion of its evaluation and does not currently intend to announce developments unless and until a definitive transaction or strategic option has been approved. The board of directors cautions the Company's shareholders and others considering trading in its securities that no decisions have been made by the Special Committee with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.
Comments & Business Outlook
Second quarter 2011 results
Q2 2011
Q1 2011
Q-o-Q
Q2 2010
Y-o-Y
Net revenues ($ million)
185.5
131.2
41.4%
134.1
38.4%
Gross profit ($ million)
6.7
11.9
-43.4%
7.5
-10.6%
Gross margin (% of net revenues)
3.6%
9.1%
-
5.6%
-
Loss from operations ($ million)
(10.1)
(8.5)
-19.4%
(5.8)
-76.1%
Net loss attributable to WSP Holdings Limited ($ million)
(19.2)
(13.7)
-40.1%
(12.0)
-60.3%
Loss per ADS ($)
(0.19)
(0.13)
-46.2%
(0.12)
-58.3%
"The second quarter saw an overall increase in our revenues from the first quarter of 2011, mainly due to an increase in sales of API products in China . Export sales also increased in the second quarter of 2011 due to an increase in sales of non-API products to Venezuela . We are encouraged by the overall increase in our revenues that resulted from increases in domestic and export sales," commented Mr. Longhua Piao, the Chairman and CEO of WSP Holdings. "We expect to see a gradual increase in our export sales of both API and non-API products to countries in South America , Middle East and Central Asia as we continue to build upon our success in these new international markets."
Operational Environment and Business Outlook
Crude oil prices have traded between $91 and $100 a barrel until end of July 2011 , down from highs of $114 a barrel in April, 2011. According to statistics from Baker Hughes, a top-tier oilfield service company, worldwide rig counts have been increasing. US rig counts reached 2,012 as of October 7, 2011 , up from 1,671 as of October 8, 2010 while international rig counts reached 1,174 as of September 2011 , up from 1,120 as of September 2010 . The global economic uncertainty, as intensified by the series of political developments in North Africa and the Middle East , had caused oil prices to continue trending upward steadily since the beginning of 2011. However, oil prices began to fluctuate and trade below $100 a barrel in the second quarter of 2011 amid signs of slowing global economic growth and growing concerns of a European debt crisis. In mid-August 2011 , oil prices fell to their lowest levels in six months to below $80 a barrel as US investors worried about another recession after the downgrade of the US credit rating by Standard & Poor's before rising to barely above $80 a barrel most recently in early October 2011 . On the whole, oil prices are expected to continue fluctuating in the near term due to escalating disruption to oil production in the OPEC nations before rising gradually in the longer term as global economic growth leads to higher demand for oil.
Deal Flow
WUXI,
China ,
September 8, 2011 /
PRNewswire-Asia-First Call/ -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a leading Chinese manufacturer of API (American Petroleum Institute) and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, today announced that its wholly-owned subsidiary, Wuxi Seamless Oil Pipes Company Limited ("WSP China"), entered into a syndicated bank credit facility agreement with two major lead banks and six other participating commercial banks for up to
RMB3.5 billion (approximately
$547.9 million ). Out of this amount,
RMB2.86 billion (approximately
$447.7 million ) of the syndicated loan facility has been approved and made immediately available to WSP China, while the remaining balance of
RMB640 million (approximately
$100.2 million ) is subject to the banks' further approval over the next three years.
Liquidity Requirements
We financed our liquidity requirements from short-term and long-term bank loans, loans and capital contributions from shareholders, including the proceeds from our initial public offering in 2007. In 2009, we experienced a significant decline in sales to the United States due to anti-dumping and countervailing duty on seamless pipes made in China, imposed by the United States government and intense competition in China. Our cash flow from operations was hence adversely impacted. We have taken various actions to conserve cash, procure additional financing and improve the liquidity.
2009 20F (Still has not filed 2010 20F).
Investor Alert
WUXI, China , August 5, 2011 /PRNewswire-Asia-FirstCall / -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a leading Chinese manufacturer of API (American Petroleum Institute) and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, today announced that the Company was notified by the New York Stock Exchange (the "NYSE") that the Company is not in compliance with certain NYSE continued listing standards.
The NYSE notified the Company that it is not in compliance with the continued listing standard requiring a listed security to maintain a minimum average closing price of $1.00 per share over a consecutive 30-trading-day period. The Company has six months from receipt of the notification to bring its average ADS price above $1.00 . The Company is considering several options to regain compliance with this standard.
The NYSE also notified the Company that it is not in compliance with the continued listing standard requiring the timely filing of its annual report on Form 20-F for the year ended December 31, 2010 (the "2010 20-F"). The Company previously filed a Form 12b-25 with the U.S. Securities and Exchange Commission (the "SEC") notifying the SEC that the Company had been unable to finalize all the information required for the 2010 20-F by the June 30, 2011 prescribed filing date. The deadline to file the Company's 2010 20-F was extended to July 15, 2011 .
The Company will further delay its filing of the 2010 20-F due to its evaluation of bill financing arrangements with commercial banks. This includes the Company's review of current and past bill financing transactions, its procedures and controls with respect to such transactions, and the consequences of entering into these transactions so that the Company can accurately report them in its 2010 20-F. The Company's management has notified the NYSE that it is committed to filing the 2010 20-F as soon as possible and will continue to actively update the NYSE on these matters.
Contract Awards
WUXI, China, June 23, 2011 /PRNewswire-Asia-FirstCall / -- WSP Holdings Limited (NYSE: WH) ("WSP Holdings" or the "Company"), a leading Chinese manufacturer of API (American Petroleum Institute) and non-API seamless casing, tubing and drill pipes used in oil and natural gas exploration, drilling and extraction ("Oil Country Tubular Goods" or "OCTG"), and other pipes and connectors, today announced that its wholly-owned subsidiary, Wuxi Seamless Oil Pipes Company Limited ("WSP China"), received $97 million in new orders from state-owned oil companies in Venezuela and Ecuador.
WSP China received 22 new purchase orders for API and non-API casing pipe, API tubing pipe, line pipe and connectors from PDVSA Services B.V., a state-owned hydrocarbons company in Venezuela. These new purchase orders are for a total of 37,705 tonnes of API and non-API casing pipe and API tubing pipe and 4,600 tonnes of line pipe, worth approximately $81 million. Among these, non-API casing pipe accounts for $48 million, or 60% of the total. The Company expects to complete delivery of these orders by the end of September 2011.
In addition, WSP China received a new purchase order from PETROAMAZONAS EP, a state-owned oil corporation in Ecuador. The new purchase order is for a total of 9,063 tonnes of API casing pipe and 1,110 tonnes of non-API tubing pipe, worth approximately $16.4 million. The Company expects to complete delivery of the order by the end of July 2011.
"We continue to make inroads into South America by securing these sizable orders in Venezuela and Ecuador. This speaks to the high performance characteristics of our API and non-API products and ability to compete in the global OCTG market," said Mr. Longhua Piao, Chairman and CEO of WSP Holdings. "Once the hot-rolling lines in our Thailand plant and the heat treatment line in Houston begin commercial production in the third quarter of 2011, we expect to see an increase in sales to North America. On the whole, we expect our international market share to increase as brand awareness of our products in North and South America and other parts of the world continues to expand."
Comments & Business Outlook
First Quarter 2011 Highlights
Q1 2011
Q4 2010
Q-o-Q
Q1 2010
Y-o-Y
Net revenues ($ million)
131.2
138.5
-5.3%
60.9
115.4%
Gross (loss) profit ($ million)
11.9
(0.8)
-
(14.2)
-
Gross margin (% of net revenues)
9.1%
(0.5)%
-
(23.3)%
-
Loss from operations ($ million)
(8.5)
(46.4)
81.7%
(22.7)
62.7%
Net loss attributable to WSP Holdings Limited ($ million)
(13.7)
(52.4)
73.8%
(27.0)
49.2%
Loss per ADS ($)
(0.13)
(0.51)
74.5%
(0.26)
50.0%
"The first quarter is typically our seasonally slowest quarter of the year, and we saw a modest decrease in total revenues from the fourth quarter of 2010, mainly due to a decrease in sales of green pipes in China. Export sales increased mainly due to increased sales of API products to Venezuela. We are encouraged by the overall increase in our average selling prices quarter-over-quarter, resulting from stronger pricing for API products, which contributed to the substantial improvement in our gross margin," commented Mr. Longhua Piao, the Chairman and CEO of WSP Holdings. "With our continued success in penetrating into the international markets especially the South American market, and rising global oil demand on the back of worldwide economic recovery, we expect to see an improvement in our performance this year."
Comments & Business Outlook
Fourth Quarter Results :
"In the fourth quarter, we saw a modest increase in total revenue from the third quarter of 2010, driven primarily by sales in the domestic market. Demand for API products was strong, as reflected in the 51.9% quarter-over-quarter increase in sales volume. While selling prices for API products declined slightly quarter-over-quarter, we saw meaningful increases in selling prices for our non-API products ," commented Mr. Longhua Piao, the Chairman and CEO of WSP Holdings. "Export sales declined mainly due to lower sales volume. However, we are encouraged by our recent success in securing additional contract wins worth a total of approximately $91.8 million to sell our API and non-API products to Venezuela which represents our increased penetration into the South American market. We expect to see a further improvement in our performance in the coming years, as global demand for oil continues to rise on the back of the worldwide economic recovery ."
WSP Holdings reported slightly higher revenues of $138.5 million in the fourth quarter of 2010 compared to$137.0 million in the third quarter of 2010 due to an increase in revenues generated from domestic sales
Net loss attributable to WSP Holdings Limited was $52.4 million in the fourth quarter of 2010, compared to net loss of $15.5 million and $26.8 million in the fourth quarter of 2009 and the third quarter of 2010, respectively.
Basic and diluted loss per ADS were both $0.51 in the fourth quarter of 2010, compared to basic and diluted loss per ADS of $0.15 and $0.26 for both in the fourth quarter of 2009 and in the third quarter of 2010, respectively.
CFO Trail
WUXI, China, March 1, 2011 /PRNewswire-Asia-FirstCall / -- WSP Holdings Limited announced today the appointment of Mr. Choon-Hoi Then as Chief Financial Officer of the Company effective March 1st, 2011.
Comments & Business Outlook
WSP Holdings reported slightly higher revenues of $137.0 million in the third quarter of 2010 compared to $134.1 million in the second quarter of 2010 due to an increase in international sales. was 7.7% , compared to 5.6% in the second quarter of 2010 and 5.0% in the third quarter of 2009. Higher quarter-over-quarter and year-over-year gross margins were primarily due to higher average selling prices of API products in the third quarter of 2010.
Loss from operations was $21.1 million in the third quarter of 2010, compared to loss from operations of $8.0 million and $5.8 million in the third quarter of 2009 and the second quarter of 2010, respectively.
Net loss was $26.8 million in the third quarter of 2010, compared to net loss of $11.7 million and $12.0 million in the third quarter of 2009 and the second quarter of 2010, respectively.
Basic and diluted loss per ADS were both $0.26 in the third quarter of 2010, compared to basic and diluted loss per ADS of $0.11 and $0.12 in the third quarter of 2009 and in the second quarter of 2010, respectively.
"In this quarter, we saw a continuous improvement in the sales of our non-API products while sales of our API products have decreased despite an increase in average prices, mainly due to lower sales volume resulting from the difficult domestic market environment that we have been facing. Domestic sales have seen an increase in volume mainly due to sales of iron ore pellets, and international sales have improved compared to the second quarter of 2010 due to our continued penetration efforts," commented Mr. Longhua Piao, the Chairman and CEO of WSP Holdings. "As 2010 comes to an end, although we have seen signs of economic growth in several of our key markets, the world economy is still far from full recovery. Therefore, we do not expect to see a noticeable improvement in our business sales volume and prices in the near term. However, we expect a recovery in the coming years due to increasing global demand for oil as the worldwide economy gathers growth momentum, consumer and business sentiments recover and spending increases, and as we ramp up the production facilities at our subsidiaries to begin contributing to our bottom line."
Comments & Business Outlook
WSP Holdings reported higher revenues of $134.1 million in the second quarter of 2010 compared to $60.9 million in the previous quarter due to increases in both domestic and international sales. Domestic sales and international sales accounted for 62.8% and 37.2% , respectively, of total revenues for the second quarter of 2010.
Loss from operations was $5.8 million , compared to income from operations of $14.0 million in the second quarter of 2009 and loss from operations of $22.7 million in the first quarter of 2010.
The Company recorded an income tax benefit of $0.07 million in the second quarter of 2010, compared to income tax expense of $ 1.5 million in the second quarter of 2009.
Net loss was $12.0 million in the second quarter of 2010, compared to $ 10.0 million of net income in the second quarter of 2009 and net loss of $27.0 million in the first quarter of 2010.
Basic and diluted loss per ADS were both $ 0.12 in the second quarter of 2010 , compared to earnings per basic and diluted ADS of $0.10 in the second quarter of 2009 and loss per basic and diluted ADS of $0.26 in the first quarter of 2010.
Comments & Business Outlook
'The second quarter of 2009 presented major challenges for OCTG providers as customer demand declined significantly in international markets such as the United States. We experienced erosion in both revenue and profitability during the quarter due to lower average selling prices and a greater contribution of lower-margin API products in our sales mix.
'Although WSP Holdings' performance in the first half of 2009 declined compared to the same period of last year, we believe our results exceeded those of most other major industrial players under current market conditions,' said Mr. Piao.
'In July and August, we have seen an uptick in purchase orders due to more exploration activities and we expect domestic demand for both API and non-API products to improve in the second half of 2009.
Source: PR Newswire (August 11, 2009)
Comments & Business Outlook
"Despite weak OCTG demand from international markets, we had solid performance in the first quarter of 2009. We expect stable and eventually increasing prices for oil and gas to lead to increased exploration and production activities and eventually increased demand for our OCTG products,' said Mr. Piao. 'We have increased our sales to existing and new Chinese customers, and we have successfully sold our products to new customers in Central and South America, North Africa and Central and Southeast Asia, including Algeria and Ecuador. We are increasing our marketing efforts in the Middle East and Russia, and seeking more orders to supply our products to overseas projects of SINOPEC, CNPC and CNOOC."
The company did not comment on its previously issued guidance on March 11, 2009 .
Source: PR Newswire (May 14, 2009 )
Comments & Business Outlook
Guidance Report:
'In 2009, we expect selling prices in China for our non-API products to remain at current levels for some time because our products are needed in extreme oil and gas exploration environments and our customers recognize the technological advantages of our products, such as our T-series premium connection and anti-corrosion pipes which use our proprietary technologies. Our non-API products have price advantages compared to our international competitors because of our lower costs of production, and we provide faster delivery to our international customers than most of our international competitors to attract more international customers. It is difficult to predict how selling prices for our API products in China will change during the remainder of 2009 because of a current oversupply of API products and aggressive price competition in the Chinese market. Based on the purchase contracts we won in February 2009 , we estimate that average selling prices to our largest domestic customers will be lower and order volume will remain constant throughout 2009 ,' commented Mr. Piao. 'Looking forward, we cannot predict what will happen to raw material prices in 2009 , which will have an important impact on our API and non-API sales margins
Full Year Fiscal 2009 Guidance Ending December
2009 Guidance
2008 Reported
Period Change
GAAP Revenue
$650 million and $750 million
$912 million
-28.73% to -17.76%
*GAAP Net Income
$70 million to $80 million
$99 million
-29.51% to -19.44%
*The company did not provide EPS guidance.
Source: PR Newswire (March 11, 2009 )
Comments & Business Outlook
Guidance Report:
Full Year 2008 Guidance Ending December
2008 Revenue Guidance
2007 Revenue
Period Chane in Revenue
2008 Net Income Guidance
2007 Net Income
Period Change in Net Income
$850 to $950 million
$483 million
76% tp 97%
$95 to $105 million
$74 million
28.38% to 41.89%
"Net income is expected to be lower than the Company's previously announced guidance of at least $110 million primarily due to an increase in provisions for bad debts that resulted from uncollectible letters of credit.
The letters of credit were issued in connection with the sale of casing and drill pipe products to two Russian companies. The Russian bank that issued the letters of credit for these two Russian companies was unable to make payment under the letters of credit due to the bank's financial difficulties. WSP Holdings is actively exploring various ways to recover these debts."
Source: PR Newswire (January 21, 2009 )
GeoTeam® Comment:
The GeoTeam® is uncertain as to why the company did not provide EPS guidance. As a result, some investors may infer that there could be dilutive events in the future. However, published estimates do show EPS of $0.94 for 2008 and $1.34 for 2009.
