Third Quarter 2012 Results
Capital Expenditure
For the third quarter ended March 31, 2012, the capital expenditure stood at approximately $1.9 million.
The Fourth Quarter and Fiscal Year 2012 Guidance:
For the fourth quarter ended June 30, 2012, management expects net sales of $52.5 million to $68.2 million, net income of $7.2 million to $9.8 million, and EPS of $0.27 to $0.36 based on 27.0 million fully diluted weighted average shares outstanding. For the fiscal year ended June 30, 2012, the Company raises the guidance: net sales of $212.7 million to $228.4 million, net income of $38.0 million to $40.6 million and an EPS of $1.41 to $1.50 based on 27.0 million fully diluted weighted average shares outstanding in view of the strong performance of the third fiscal quarter.
XI'AN, China, May 1, 2012 /PRNewswire-Asia-FirstCall/ -- China Green Agriculture, Inc. (NYSE: CGA; "CGA" or the "Company"), a producer and distributor of humic-acid based compound fertilizers, blended fertilizers, organic compound fertilizers, mixed organic-inorganic compound fertilizers, slow-release fertilizers, highly-concentrated water soluble fertilizers and agricultural products, such as top-grade fruits, vegetables, flowers and colored seedlings through its wholly-owned subsidiaries in China, today announced that it launched six new fertilizer products and added 18 new distributors in the third quarter ended March 31, 2012.
The six new fertilizer products, including two broad-spectrum fertilizer products launched by Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd, the Company's fertilizer operating subsidiary in Shaanxi province ("Jinong"), one humic-acid based organic-inorganic compound fertilizer product and three compound fertilizer products with different NPK contents launched by Beijing Gufeng Chemical Products Co., Ltd., the Company's fertilizer operating subsidiary in Beijing ("Gufeng") during the third quarter ended March 31, 2012.
Jinong's two new products contributed RMB561, 600 (approximately $88,284) to Jinong's fertilizer revenues during the quarter. Jinong also added 13 new distributors during the quarter, which brought the total number of Jinong's distributors to 712. These new distributors contributed RMB3, 169,860 (approximately $498,302) to Jinong's fertilizer revenues during the quarter.
Gufeng's four new products contributed no revenue to Gufeng's fertilizer revenues as of the end of the third quarter because the fertilizer certificates for these four new fertilizer products were issued beyond the quarter end. Gufeng added five new distributors during the quarter. These five new distributors contributed RMB1,088,839 (approximately $171,165) to Gufeng's fertilizer revenues during the quarter.
"Thanks to our R&D team, we successfully launched these six new fertilizer products during the quarter. These six new fertilizer products had brought our total number of fertilizer products to 471. Meanwhile, we appreciate our marketing team's effort to the ongoing business expansion, a result of which our total number of distributors amounted to 894 during the quarter," said Mr. Tao Li, the Company's Chairman and CEO.
XI'AN, China, April 16, 2012 /PRNewswire-Asia-FirstCall/ -- China Green Agriculture, Inc. (NYSE: CGA; "CGA" or the "Company"), a producer and distributor of humic acid-based compound fertilizers, blended fertilizers, organic compound fertilizers, mixed organic-inorganic compound fertilizers, slow-release fertilizers, highly-concentrated water soluble fertilizers and agricultural products, such as top-grade fruits, vegetables, flowers and colored seedlings through its wholly-owned subsidiaries in China, today announced that all of the shareholder derivative actions pending against certain of the Company's current and former officers and directors and its auditor have been resolved and dismissed.
On March 30, 2012, the judge of the First Judicial District Court of the State of Nevada in and for Carson City (the "State Court") issued an Order of Final Approval of the Settlement in the three consolidated shareholder derivative actions pending before the State Court and dismissed those actions. The dismissal and judgment was entered on April 5, 2012. As a result of this settlement, all the derivative claims are released. The plaintiffs' legal fees and expenses of $650,000 have been paid by the defendants' insurers.
In connection with the settlement of the derivative claims, on April 5, 2012, the Judge in the United States District Court of Nevada (the "Nevada Federal Court") dismissed the federal derivative action.
The dismissal of the four derivative actions does not involve the class action lawsuit filed in the Nevada Federal Court on October 15, 2010.
"We are pleased with the resolution of the derivative actions and the approval of the settlement. The settlement achieved is a recognition of the continued strengthening of our corporate governance," said Mr. Tao Li, Chairman and Chief Executive Officer of the Company. "The conclusion of the derivative actions is a significant step forward in our efforts to focus on moving the Company forward and maximizing shareholders' value."
XI'AN, China, March 8, 2012 /PRNewswire-Asia-FirstCall/ --China Green Agriculture, Inc. (NYSE: CGA) ("CGA" or the "Company"), a producer and distributor of humic acid based compound fertilizers, blended fertilizers, organic compound fertilizers, slow-release fertilizers, highly-concentrated water-soluble fertilizers and mixed organic-inorganic compound fertilizers and agricultural products, such as top-grade fruits, vegetables, flowers and colored seedlings through its wholly-owned subsidiaries in China, today announced that Mr. Tao Li, the Company's Chairman and Chief Executive Officer completed the purchase of 63,158 shares of the Company's common stock, par value $0.001 per share, in a private placement, at a purchase price of $4.75 per share, a price at the highest closing price of the Company's common stock over the last 90 trading days, for an aggregate purchase price of $300,000.50, pursuant to and in accordance with the terms and provisions of a Securities Purchase Agreement in a form previously presented to the Board of Directors.
"Given the Company's impressive growth in the compound fertilizer business, diversified product portfolio, nationwide distribution network and increasing demand for our compound fertilizer products, I believe the current stock price does not fully reflect the Company's present business performance and future growth targets. This executive share purchase demonstrates my confidence in the Company's ongoing business growth," said Tao Li.
XI'AN, China, February 10, 2012 /PRNewswire-Asia-FirstCall/ -- China Green Agriculture, Inc. (NYSE: CGA; "China Green Agriculture" or the "Company"), a producer and distributor of humic acid based compound fertilizers, blended fertilizers, organic compound fertilizers, mixed organic-inorganic compound fertilizers, slow-release fertilizers, highly-concentrated water soluble fertilizers and agricultural products, such as top-grade fruits, vegetables, flowers and colored seedlings through its wholly-owned subsidiaries in China, today announced that, on February 1, 2012, the First Judicial District Court of the State of Nevada in and for Carson City (the "Court") preliminarily approved the proposed settlement of all of the four pending derivative actions brought on behalf of China Green Agriculture, Inc.
Subject to the Court's final approval, the proposed settlement will result in a release of all claims and does not provide for the payment of monetary compensation to shareholders. Instead, it provides for the adoption by the Company certain significant corporate governance reforms designed to strengthen the Company's internal controls and for the payment of plaintiffs' attorneys' fees and expenses of $650,000, all to be contributed by the insurers.
The hearing for the final approval of the proposed settlement has been set on March 30, 2012 at 1:30 p.m., pacific time.
The proposed settlement does not involve the pending class action lawsuit filed against the Company and certain of its current and former officers in the United States District Court for the District of Nevada on October 15, 2010.
Second Quarter 2012 Results
"We are very pleased with our outstanding performance of business, generating $7.7 million net income in the second quarter ended December 31, 2011," said Mr. Li Tao, Chairman and Chief Executive Officer of China Green Agriculture." Looking ahead to the third fiscal quarter of 2012, we expect net sales of $53.0 to $56.4 million, net income of $ 9.7 to $10.7 million, and EPS of $0.36 to $0.40 based on 26.9 million fully diluted weighted average shares outstanding for the third quarter ended March 31, 2012. With our track-record history and incredible momentum in our fertilizer business, we are confident in achieving our target for the third quarter fiscal year 2012 and actively working on our 10-year growth plan released last year. We believe our growth plan will well serve the interests of our shareholders."
The Third Quarter and Fiscal Year 2012 Guidance:
For the third quarter ended March 31, 2012, management expects net sales of $53.0 to $56.4 million, net income of $9.7 to $10.7 million, and EPS of $0.36 to $0.40 based on 26.9 million fully diluted weighted average shares outstanding. For the fiscal year ended June 30, 2012, the Company raises the revenue guidance: net sales of $212.3 to $228.0 million, reaffirms the net income guidance of $37.9 to $40.5 million and an EPS of $1.41 to $1.51 based on 26.9 million fully diluted weighted average shares outstanding in view of the strong performance of the second fiscal quarter.
First Quarter 2012 Results
Our net sales for the quarter ended September 30, 2011 were $53.1million, an increase of $13.6 million, or 34.5%, from $39.5 million for the three months ended September 30, 2010
For the three month period ended September 30, 2011 diluted net income per share was $0.40 as compared to $0.30 for the same period in 2010, based on diluted weighted average shares outstanding of 26.9 million and 26.0 million, respectively.
"We are pleased with our strong performance in the first quarter where we far exceeded the high end of our previously announced revenue and EPS guidance for the first quarter of fiscal year 2012 " said Mr. Li Tao, Chairman and Chief Executive Officer of China Green Agriculture. " With the increasing demand in the fertilizer products and our ongoing commitment on the capacity expansion, we expect the net sales of $40.9 to $44.8 million, net income of $6.9 to $7.5 million, and EPS of $0.26 to $0.28 based on 26.9 million weighted average shares for the second quarter ended December 31, 2011. Our ten-year grown plan, executed by our people in a moderate manner and supported by our patient investors, will enable us to meet farmers' increasing demands in our organic compound fertilizer products, enhance our strong position in the fertilizer industry and finally maximize our shareholders' and employees' profits."
The Second Quarter and Fiscal Year 2012 Guidance:
For the second quarter ended December 31, 2011, management expects net sales of $40.9 to $44.8 million, net income of $6.9 to $7.5 million, and EPS of $0.26 to $0.28 based on 26.9 million weighted average shares. For the fiscal year ended June 30, 2012, the Company raises the guidance: the management estimates the Company could achieve net sales of $211.8 million to $226.7 million, net income of $37.9 million to $40.5 million, and an EPS of $1.41 to $1.51 based on 26.8 million weighted average shares in view of the strong performance of the first fiscal quarter. The 2012 fiscal year guidance provided previously included net sales of $209.6 million to $224.6 million, net income of $37.1 million to $38.0 million, and an EPS of $1.38 to $1.48 based on 26.8 million weighted average shares.
Fourth Quarter and Year End 2011 Results
Financial Summary
Fourth Quarter 2011 Results (USD)
(three months ended June 30, 2011)
Q4 FY2011
Q4 FY2010
CHANGE (%)*
Net Sales
$60.3 million
$16.2 million
+ 272.0%
Gross Profit
$21.1 million
$9.1 million
+131.6%
Net Income
$9.4 million
$6.0 million
+57.4%
EPS (Diluted)
$0.38
$0.25
+ 52.0%
Weighted Average Shares Outstanding(Diluted)
26.8 million
24.6 million
+14.4%
* The Company's results for the fourth quarter of Fiscal Year 2010 is not inclusive of the operating results of Beijing Gufeng Chemical Products Co., Ltd. and its wholly-owned subsidiary, Beijing Tianjuyuan Fertilizer Co., Ltd. a company incorporated under the laws of the People's Republic of China, which the Company acquired during July 2010.
FY 2011 Results (USD)
(fiscal year ended June 30, 2011)
FY2011
FY2010
$179.7 million
$52.1 million
+ 245.0%
$63.6million
$31.0 million
+105.5%
$32.9million
$21.3 million
+54.6%
$1.27
$0.91
+ 39.9%
Weighted Average Shares Outstanding(Basic and Diluted)
25.9 million
23.5 million
+10.5%
* The Company's results for the Fiscal Year 2010 is not inclusive of the operating results of Beijing Gufeng Chemical Products Co., Ltd. and its wholly-owned subsidiary, Beijing Tianjuyuan Fertilizer Co., Ltd. a company incorporated under the laws of the People's Republic of China, which the Company acquired during July 2010.
"We are extremely pleased with our strong performance in fiscal year 2011where we far exceeded the high end of our revenue guidance," said Mr. Li Tao, Chairman and Chief Executive Officer of China Green Agriculture. "We are particularly happy with our progress in integrating and expanding Gufeng which we acquired in July 2010. I believe that we have established a solid track record that we can replicate in the future. Our performance at Gufeng validates our initial vision behind the acquisition and supports our ambitious growth plan which calls for $750 million in net sales by fiscal year 2015. Record sales at Jinong further fuel our growing momentum as we push into 2012. While demand for fertilizer products continues to grow, our strong working capital positions us well to increase market share in an industry that will continue to consolidate."
Fiscal Year 2012 Guidance
For the fiscal year ended June 30, 2012, management expects net sales of $209.6 million to $224.6 million, net income of $37.1 million to $39.8 million, and an EPS of $1.38 to $1.48 based on 26.8 million weighted average shares. For the first quarter ending September 30, 2011, management expects net sales of $46.8 to $50.0 million, net income of $7.1 to $7.9 million, and EPS of $0.26 to $0.29 based on 26.8 million weighted average shares.
Rodman and Renshaw on CGA 5/13/2011
F3Q11 Results Slightly Above Expectations; Maintain Market Perform
F3Q11 Results
China Green Agriculture (“China Green”, Ticker: CGA, Market Perform) reported F3Q11 results that were mostly above our expectations. Net revenue increased 232.2% YoY and reached $44.7 million, slightly above our estimate of $41.8 million. Gufeng subsidiary continued to be the company’s largest revenue contributor, providing $26.1 million, or 58.5% of the total sales. Jinong sales reached $16.2 million. Gross profit in the quarter came in at $17.0 million, up 110.1% YoY and above our estimate of $14.8 million. Gross margin was 38.2%%, higher than our expectation of 35.5%. G&A expenses were 3.3 million, above our estimate of $3.0 million. Management cited some Gufeng related G&A expenses, additional investor relations fees, and litigation related expenses as the major reasons for this higher than expected expense item. Selling expenses were $1.7 million, in-line with our estimate. Operating income in the quarter was $12.1 million, up 95.3% YoY and above our estimate of $10.1 million. Net income was $9.5 million, up 77.6% YoY, translating to $0.35 per diluted share, above our estimate of $8.1 million or $0.30 per diluted share. Net margin in the quarter was 21.2%, compared to our estimate of 19.3%. The company also reported that, as of March 31, 2011, it had $66.9 million of cash and cash equivalents.
Adjusting estimates and maintaining Market Perform rating
We have tweaked our financial model to reflect the F3Q11 performance. For F4Q11, we now expect the company will realize $43.0 million of revenue, $8.7 million of net income, and $0.32 of EPS. For full year F2011, we estimate total revenue of $162.5 million, net income of $32.2 million, and $1.21 EPS. Despite the stronger than expected F3Q11 results, we continue to take a conservative approach with regard to our view on the share price outlook. In light of the current market sentiment towards small Chinese RTO companies, we believe financial fundamentals are almost taking a backseat to investor sentiment and companies’ perceived corporate governance quality. In this regard, we believe China Green is still facing a number of uncertainties such as its pending litigation and auditor change. Thus we continue to take a wait and see approach and maintain our Market Perform/Speculative Risk rating on the shares of China Green.
Risks
Major risks include: 1) The seasonal variations and adverse weather conditions could impact agricultural production, which in turn could result in reduced demand for fertilizer products; 2) Delay or halt in the launch of new products or addition of new distributors could lead to stagnation or decline in revenue growth; 3) Highly competitive industry with numerous national and local players; 4) Decline in margins as the company ventures into more product areas; 5) Litigation risk; and 6) Political, regulatory, and economical risks related to operating in China.Notice Regarding Privacy and Confidentiality:This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice.Rodman & Renshaw, LLC may make a market in the securities being discussed.Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s).Member FINRA.Member SIPC.
Third Quarter Results:
GeoTeam® Note: 2011 First quarter analyst EPS estimates were $0.30.
China Green Agriculture's revenue of $44.7 million for its third quarter of fiscal year 2011 exceeded the high end of its previously announced revenue guidance for the quarter of $41.8 million to $43.6 million. Net income of $9.5 million or $0.37 per share also exceeded the Company's net income guidance for the quarter of $8.2 million to $8.6 million, or $0.31 to $0.32 per share.
For the fiscal year ending June 30, 2011, management reaffirmed its revised
XI'AN, China, April 15, 2011 /PRNewswire-Asia/ -- China Green Agriculture, Inc. (NYSE: CGA; "China Green Agriculture" or the "Company"), a producer and distributor of humic acid ("HA") based compound fertilizers, blended fertilizers, organic compound fertilizers, slow-release fertilizers, concentrated water-soluble fertilizers and mixed organic-inorganic compound fertilizers through its wholly owned subsidiaries in China, Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. ("Jinong") and Beijing Gufeng Chemical Products Co., Ltd. ("Gufeng"), today announced that Gufeng signed a fertilizer export contract (the "Agreement") with Beijing Baofengnian Agricultural Material Co. Ltd ("Baofengnian") on April 11, 2011.
According to the Agreement, Gufeng will export 30,000 Metric Tons of compound fertilizer products through Baofengnian, representing 6% of Gufeng's recently expanded annual fertilizer production capacity. Gufeng will ship all the compound fertilizers required by the Agreement from its Beijing factory by June 15, 2011.
Baofengnian is a Beijing-based wholesaler and distributor of agricultural basic materials including fertilizers, pesticides and crop seeds. Baofengnian has been a distributor of various Gufeng compound fertilizers over years in the domestic market, particularly in northern China. The Agreement is the first export contract between the two parties.
"We are very happy to expand our standing relationship with Baofengnian to the export segment" commented Mr. Tao Li, Chairman and CEO of China Green Agriculture. "This contract is important on several fronts. Firstly, it will further utilize Gufeng's recently expanded production capacity; secondly, it will contribute to our fiscal year 2011 results; and finally, it builds on our recently announced export contract with SinoAgri for 165,000 Metric Tons and reinforces the growing importance of exports in our revenues. We will continue to work with our business partners to grow exports which are an integral part of the Company's comprehensive development strategy to achieve the $3 billion annual revenue goal under our recently announced ten-year growth plan."
XI'AN, China, April 13, 2011 /PRNewswire-Asia-FirstCall/ -- China Green Agriculture, Inc. today announced that Gufeng began shipping the first 20,000 Metric Ton ("MT") batch of finished compound fertilizers to India under the 165,000 MT export contract (the "Agreement") it signed in December 2010 with SinoAgri Holding Company Limited ("SinoAgri"). As one of the largest domestic fertilizer traders in China, SinoAgri has been Gufeng's long-term business partner for fertilizer exports.
According to the Agreement, Gufeng will export 165,000 MTs of binary acid compound fertilizer products to India during calendar year 2011. This represents 29.7% of the Company's recently expanded annual fertilizer production capacity. StartingApril 1, 2011, Gufeng has been shipping 20,000 MTs of finished compound fertilizer from its Beijing factory for container loading in Port Qinhuangdao and Tianjin, respectively 150 miles and 100 miles away.
"With the launch of Gufeng's new 200,000 MT production line last week which brought Gufeng's annual production capacity to 500,000 MTs, we have the ability to produce the 165,000 MTs under this Agreement and expect that 50,000 MTs will be shipped by June 30th, the end of our 2011 fiscal year," commented Mr. Tao Li, Chairman and CEO of China Green Agriculture. "While we will continue to work with our long-term export partners, we will also pursue opportunities to develop new export clients in the future," added Chairman Li, "Export growth is critical to our ability to achieve our $3 billion annual revenue goal under our recently announced ten-year growth plan."
XI'AN, China, March 2, 2011 /PRNewswire-Asia-FirstCall/ -- China Green Agriculture, Inc. today announced that on February 28, the Company's Board of Directors approved the Company's ten-year corporate growth plan (the "Plan") for the period from 2011 to 2020.
The Plan underpins the Company's goal of becoming a leader in the overall fertilizer industry in China by 2020. It is the result of one year of intensive research and analysis covering market research, peer analysis, government information and projections, and evolved over many internal review meetings involving all managers responsible for key parts of the business.
After careful review, management and the Board of Directors concluded that the Company should work towards the following revenue targets over the next ten years:
1. at least $150 million for fiscal year 2011;
2. at least $750 million for fiscal year 2015; and
3. at least $3 billion for fiscal year 2020.
Rodman & Rodman on CGA 2/10/2011
Mixed F2Q11 Results; Maintain Market Perform
Mixed F2Q11 results
China Green Agriculture (“China Green”, Ticker: CGA, Market Perform) reported mixed F2Q11 results. Net revenue for the quarter reached $35.3 million, above the company’s previous guidance of $33.1-33.3 million as well as both Street consensus and our estimates of $33.3 million. The company’s Gufeng subsidiary was once again a major revenue contributor with $18.9 million, or 53.5% of the total sales. The Jinong unit contributed $14.3 million to the overall top line. Gross margin for the quarter was 34.9%. While it represented a significant drop from a year ago, largely due to a higher sales component of lower-margined granular fertilizer products, mostly from Gufeng, it was actually slightly better than our previous estimate of 33.2%. G&A expenses were 2.9 million, significantly above our estimate of $1.8 million. Management cited escalating litigation related expenses and higher stock based compensation as the major reasons for this higher than expected expense item. Selling expenses were $1.6 million, higher than our estimate of $1.2 million. F2Q11 operating income was $7.9 million, slightly below our estimate of $8.1 million. Net income was $6.2 million, translating to EPS of $0.24, below both respective Street consensus of $7.4 million and $0.28 and our Street-low estimates of $6.8 million and $0.26. They were also below the company’s own guidance of $7.76-7.86 million net income and $0.29 EPS.
Updated FY2011 guidance
The company updated its FY2011 guidance, with total revenue between $155.0 and $165.0 million, net income between $31.5 and $33.2 million, and EPS between $1.17 and $1.24 (based on 26.9 million weighted average shares). For F3Q11, the company now expects to realize $41.8-43.6 million of revenue, $8.2-8.6 million of net income, and $0.31-0.32 of EPS (based on 26.9 million weighted average shares).
Adjusting estimates and maintain Market Perform rating
In light of the F2Q11 performance and the company’s updated guidance, we have tweaked our financial model. For F3Q11, we now expect the company will realize $41.8 million of revenue, $8.1 million of net income, and $0.30 of EPS. For full year F2011, we estimate total revenue of $159.6 million, net income of $30.8 million, and $1.16 EPS. We are maintaining our Market Perform/Speculative Risk rating on the shares of China Green. We believe while the company could be a long term growth story, in the short term there are a number of uncertainties, such as its continued integration of the Gufeng unit and its potential engagement of a Big 4 auditor, that are keeping us on the sideline.
Major risks include: 1) The seasonal variations and adverse weather conditions could impact agricultural production, which in turn could result in reduced demand for fertilizer products; 2) Delay or halt in the launch of new products or addition of new distributors could lead to stagnation or decline in revenue growth; 3) Highly competitive industry with numerous national and local players; 4) Decline in margins as the company ventures into more product areas; 5) Litigation risk; and 6) Political, regulatory, and economical risks related to operating in China.Notice Regarding Privacy and Confidentiality: This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request. Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice. Rodman & Renshaw, LLC may make a market in the securities being discussed. Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s). Member FINRA. Member SIPC.
"We are pleased with our strong performance in the second quarter and with the continuing development, integration and expansion of the company as a whole. Gufeng added $18.9 million to our net sales while Jinong continued to turn in a solid performance with a 56.4% sales increase compared to the second quarter of fiscal 2010, allowing us to exceed our revenue guidance. While we fell short of our guidance on net income and EPS, this was mostly due to litigation related expenses and stock compensation charge triggered by our strong performance in fiscal 2010. Without these expenses, we almost would have met our net income range provided in the guidance," stated Mr. Tao Li, Chairman, President and Chief Executive Officer of China Green Agriculture.
"During this quarter we made substantial progress in many key areas of our business. With the integration process solidly on track, Gufeng's sales doubled from a year ago and they launched two new humic acid-based fertilizers as part of our strategic shift towards higher-margin products. Our new product development roll-out was complemented by the launch of four new humic-acid based liquid and powder fertilizer products by Jinong. Our nationwide distribution network continued its solid expansion into new provinces to reach a total of 755 distributors as Jinong added 10 new distributors while Gufeng added five. The construction of Yuxing [defined below] is also progressing well. In addition to the completion of the 100 sunlight greenhouses during the first quarter, which are now operational, six of the 12 intelligent greenhouses had been completed as of December 31, 2010."
Fiscal Year 2011 and the Third Quarter Guidance
For the fiscal year ending June 30, 2011, management has
For the third quarter ending March 31, 2011, management
This guidance reflects the anticipated strong sales resulting from the Company's incoming peak sales season as well as the larger sales force and better marketing efforts on the high-end fertilizer products.
Outlook
Chairman Li commented: "We continue to see great benefits ahead from the acquisition and integration of Gufeng, capacity expansion and product mix rebalancing. We expect further gains in efficiency, continued expansion of our sales network and additional roll-outs of more potent products both at Jinong and at Gufeng. Although unexpected litigation caused additional expenses for the Company in this past quarter, we will strive hard to earn better financial results to offset these litigation costs with additional revenues. We believe our enlarged portfolio of diversified and branded products combined with continued solid financial performance will position us well to capitalize on the inevitable consolidation in the highly fragmented Chinese fertilizer industry and to create value for our shareholders."
CGA acquired Beijing Gufeng Chemical Products Co. for a fair market price of $8.8 million in cash plus 2,275,931 shares of CGA common stock, as it reported to the SEC.
CGA’s management constructed the terms for the deal specifying 40% of the shares to be placed in escrow pending satisfaction of certain conditions such as ”make good” targets of
Dear Shareholders:You may have seen news reports about a “research report” published on January 5, 2011, that accused China Green Agriculture of misrepresenting information relevant to our market and our sales. We have carefully analyzed that report and found that it is largely inaccurate, as it contains numerous factual misstatements and also presents other information in ways that are seriously misleading.The report was issued by a small, “independent” company called J Capital Research, whichdisclosed that it has clients with short positions in CGA stock and that it may also short ourCompany’s stock. That means, of course, the clients of J Capital and J Capital itself, theorganization that published this report, will benefit financially if the price of our stock declines.
In keeping with our policy of communicating with our shareholders, we wanted to take you through the allegations made in this report and provide you with the facts.1. The J Capital report alleges that CGA’s tax reports in China suggest that we have somehow inflated sales and revenue reports to the U.S. Securities and Exchange Commission (“SEC”).
This is untrue.CGA has and will continue to fully and accurately report its sales and revenue figures to the SEC. As anyone familiar with business in China knows, there are sharply different reporting schedules, procedures and practices in China and the U.S., and that it is misleading to compare taxable revenue and tax payments in partial form. We are not aware of any company in China that reports revenue the same way to the State Administration for Industry and Commerce (“SAIC”) as it does to the SEC. It is a widely-known and well-documented fact that reports filed with the SAIC, which is a general registry of companies in China, do not reflect the comprehensive income and financial condition of a company. SAIC is the designated government registrar for official corporate documents — such as articles of incorporation, business licenses, ownership, legal persons, and registered capital. In its review of these financial reports, the SAIC’s focus is on payment and authenticity of the Company's registered capital. Given this focus, Chinese companies, particularly small or middle size companies, do not file all of their financial information in order to avoid disclosing their operating metrics to competitors, suppliers and customers. To suggest, as the J Capital report does, that a discrepancy here reflects any wrongdoing or misinformation is both false and misleading.2. The J Capital report expressed “surprise” that they could not find any CGA sales offices or online sales. Either J Capital is being intentionally misleading or they do not understand our business.CGA uses a network of distributors to sell most of its products. We do not rely on sales offices. CGA has found it more cost effective to use distributors instead of sales offices because humic acid based fertilizers are sold mainly in liquid or powdered form that are far more expensive and compact than traditional NPK fertilizers. Our distributors need to be able to explain theadvantages of humic acid and educate farmers about its benefits and applications. This is the reason we don’t simply sell online.3. The J Capital report citing anonymous sources, states that the market for humic acid is “collapsing.” Again, this is not true.The market for humic acid products is growing, and is reflected by published sales figures at CGA, where fertilizer sales rose 58.6 per cent in FY2010, and also at CGA’s peers. Humic acid is, in the farming world, a relatively high-end product that requires professional education about its benefits and special training for proper application. It is currently used by a relativelysmall percentage of farmers in China’s vast countryside, which means there is a tremendous opportunity for growth. Anyone who has smelled a rose, or tasted an apple, grown in a properly-tended garden using humic acid can tell you about the noticeable advantages of premium fertilizer. In addition to its improvement of crop yields and quality, it helps balance the soil and enhance sustainability. This is critical in China, which must feed 22 per cent of the world’s population with only 7 per cent of global arable land. A survey released by China’s Ministry of Land and Resources revealed that the country has lost 8 million hectares, or 6.6 percent, of its arable land in the past decade due to urbanization, pollution and soil degradation. With a rising food crisis, China’s government is actively supporting smarter farming techniques, likely to further fuel the market for humic acid fertilizer. A “Humic Acid Green Fertilizer System” was approved by experts in a China Humic Acid Association conference, establishing the First Preparation Project in Rural Areas as part of the government’s ‘Twelfth Five-Year Plan.’ There are many independent research reports and articles that confirm the growing market in China for humic acid fertilizer. We will mention two recent reports here, for those interested in more information: “Market Research Report of Humic Acid Based Organic Liquid Fertilizer, 2008-2010,” by the Huajing Zongheng Economic Information Center of Beijing; and “Report on Market Investigation of Humid Acid Based Fertilizer in 2010” by S& P Consulting.4. The suggestion by J Capital that CGA did not fully pay its VAT taxes, and was hiding money that had been accrued,
is alsowrong.CGA has fully paid its local taxes, as evidenced by the Company’s financial statements filed with the SEC. These filings with the SEC correctly and accurately report corporate income tax payments made in China to the State Administration of Taxation. CGA’s fertilizers were not granted a VAT exemption in 2008, as alleged in the J Capital report. What happened was this:
In Aril, 2008, China’s State Administration of Taxation (“SAT”), together with the Ministry of Finance, issued a Notice of Value Added Tax Exemption on Organic Fertilizer Products. However, there was confusion at the local SAT over exactly which type of fertilizers were entitled to the VAT exemption. The local SAT for Shaanxi Province did not allow applicants to apply for an exemption until it received clarification from the SAT in Spring 2009 on what kind of fertilizers were exempt. After such clarification was given, CGA promptly filed its formal application to the local authorities. The exemption was granted in September 2009. So CGA was required to accrue VAT (and pay VAT) on almost all of its products until the exemption took effect in September 2009.
CGA also paid its corporate income taxes. During the course of the year, CGA subsidiaries record deferred tax liabilities and/or assets, just as many U.S. companies do, but do not make payments until year-end. From a GAAP standpoint, that looks like a delayed payment. But in the Chinese system it is common practice. The fact is that CGA did pay its corporate income taxes in full. And it did so on an annual basis, with the full knowledge of the SAT. Again, the filings submitted to SEC are consistent with the filings to SAT.5. The J Capital report insinuates that because we did not name the seller with respect to a property transaction in Xi’an, we may be “self dealing.” Again, this is not true.CGA fully reported all aspects of the property transaction in Xi’an Hu County in its 2010 SEC filings, including the total cost of approximately $10.8 million. The previous tenant was also clearly named in real estate documents that were publicized in a 2010 report by an organization called “IFRA” (which does not have any business registration in China, Hong Kong or the U.S.), and which was widely quoted by J Capital. As anyone who is familiar with the way and sales occur in China knows, land is owned by the government in China and land-use rights are transferable for a price. In the case of CGA’s Xi’an property purchase, there are three distinct elements: (1) Payment of a land transfer fee to the previous owner, a state-owned enterprise, of approximately $8.1 million for giving up its current land-use rights; (2) Payment to the local government (including deed tax and registration fees) of approximately $2.7 million for land use rights, a standard fee assessed to compensate the government to obtain approval for the land use rights; and (3) Appraisal and survey fees of about $10,000. The land in question was independently appraised at $11.2 million, or approximately 3.6% more than CGA paid. Comparable transactions in the same area attest to a relatively consistent market.6. The J Capital report alleged that CGA overpaid for its Gufeng subsidiary. It erroneously reported that CGA paid $48 million for the Gufeng acquisition. The facts show these statements are not true.CGA acquired Beijing Gufeng Chemical Products Co. for a fair market price of $8.8 million in cash plus 2,275,931 shares of CGA common stock, as it reported to the SEC. The only way we can figure that J Capital came up with their $48 million price for the Gufeng subsidiary acquisition was to multiply the 2.275 million shares by $17 (which was close to the all-time high price of CGA), rather than using the price determined on the transaction date, roughly half of that. In addition, CGA’s management constructed the terms for the deal specifying 40% of the shares to be placed in escrow pending satisfaction of certain conditions such as ”make good” targets of $88.4 million in revenue and $10.6 million in net profit for Gufeng for the fiscal year ended June 30, 2011. As a result, if the earn-out conditions are not met, and the escrowed shares are forfeited, the total consideration would be significantly less. J Capital alleged we paid a “huge” multiple for Gufeng. The multiple was actually well under 3x.J Capital’s mathematical error aside, CGA did not, in our view, overpay for this acquisition. There were several compelling reasons for our acquiring this company: Gufeng provides a complimentary product line, which greatly expands CGA’s sales abilities; Gufeng has good production facilities; Gufeng has a strong management team; Gufeng’s headquarters in Beijing offers increased penetration into markets in northern China. In fact, on Jan. 6, 2011, Gufeng finalized a contract to export 165,000 metric tons of fertilizer with Sino-Agri, to buyers in India, reflecting a sharp increase in CGA’s export capacity.CGA did not, as the J Capital report alleged, pay working capital to Gufeng as purchase price payments. A Supplementary Agreement on July 1, 2010, specified that CGA would lend RMB 100 million (approximately $14.7 million) of working capital to Gufeng after the acquisition in order to facilitate its expansion by helping to reach full utilization of production capacity,purchase more raw materials and enhance marketing activities. To date, CGA has loaned Gufeng RMB 50 million, which was expected to be paid back in the future. That amount is separate from the purchase price.7. J Capital suggested the CGA’s margins were “improbable.” Once again, the only way we can figure they came to this conclusion was that they don’t understand our Company. We assume they looked at our financials as though we were a conventional compound fertilizer manufacturer.
In fact, humic acid fertilizers come in a variety of concentrated forms and are not a plain commodity like traditional fertilizers, which have standard content specifications and require negligible education before application. As a result, gross margins for humic acid fertilizer suppliers are far higher than those for traditional fertilizer suppliers, which are typically 5-15%. It is misleading to compare an old-fashioned commodity business model that needs little explanation or education for its users with a more modern business model based on quality, brand-name awareness and customer service. CGA’s gross margins are higher still, above those of its peers in the humic acid business, largely because of CGA’s value-added, higher-margin liquid based humic acid fertilizers and its fully-automated production line. In addition, CGA’s more efficient business model, with central control of cash, inventory and operations, contributes to the higher net margin that CGA has over its peers who generally operatein multiple locations with smaller capacity at each plant. Here is yet another example of how the J Capital report demonstrates it doesn’t understand CGA or the industry in which CGA operates. We don’t understand how J Capital came up with a net margin of 30% for Gufeng. It was certainly not from Gufeng’s historical financials in our SEC filings, nor from the “make good” targets of $88.4 million in revenue and $10.6 million in net profit as expected for fiscal 2011, which would convert to a net margin of less than 12%.
8. The J Capital report states that CGA engages in dubious related-party transactions. This is not true. There have been no “dubious” transactions between CGA and Kingtone Wireless Information Inc. One is an agriculture products company, while the other is a technology company. One of Kingtone’s specialties is automation technology for offices as well as factories. The two companies have co-existed in an office building in Xi’an for 10 years; there have been only three material transactions between them during that time, and they were conducted at market prices: (1) Kingtone technology was used in the system integration ofhigh-efficiency, high-capacity agriculture facilities; (2) It was used to create automated fertilizer production lines; and (3) It is being used for the development of new electronic control systems for “smart greenhouses.”9. The J Capital Report states that CGA executives receive excessive stock-based compensation. This statement is not true.
As the founder of CGA, I was issued 3,156,808 “make good” shares and 6,535,675 call option shares in December 2007, which were recorded properly as part of the purchase price under the reverse merger but not a compensation expense at the time of its issuance. All these shares, according to the “make good” escrow agreement and call option agreement, represent a return of shares in compliance with China’s laws and regulations. I gave up my controlling equity interest in Shaanxi TechTeam Jinong, which is now a wholly-owned subsidiary of CGA, without receiving any compensation. These shares formed my only consideration in the disposal of my controlling entity which had revenue and net income of $15.1 million and $6.9 million, respectively, in the year ended June 30, 2007. These shares were issued in December 2007 and were then considered as part of the outstanding shares in the earnings per share (“EPS”) calculation. Anyone who knows basic accounting would understand that there is no future dilution to shareholders when shares were returned, much less the 30% dilution that J Capital alleged.
Other incentive shares issued to other directors, staffs and service providers were within the normal compensation arrangement based on the compensation study provided by an independent compensation consulting firm engaged by the compensation committee.
10. Despite assertions in the J Capital report to the contrary, CGA did not misrepresent who our suppliers are, or misreport the technology we use.
CGA holds two significant technology patents, which give it an edge over competitors. One patent is related to the method for preparing water-soluble fertilizer containing humic acid; the other is related to the apparatus that produces it. J Capital accuses CGA of purchasing humic acid from another Chinese company, Taiyuan Meibang Biotech Development Company. This is true. We bought fertilizer products not only from Meibang, but also from other fertilizer rivals. As a leading humic acid fertilizer manufacturer, we monitor the development of products by other companies in the market and constantly procure sample quantities for comparative analysis and experimental testing with our own products. In the Meibang case, CGA started to purchase humic acid potassium from Meibang in August 2009, and CGA only used it in fertilizer research and development of humic acid potassium for comparative field testing and experimental design of a new fertilizer formula. We have not bought any products from Meibang since June 2010.
11. J Capital also alleged that Shanghai Luyeyuan said it was not selling CGA-branded products.
In fact, Shanghai Luyeyuan’s branch in Henan Province has been selling CGA’s products for over seven years and is one of the prime distributors in CGA’s distribution network. After the J Capital report came out, at least one U.S. analyst asked to interview senior management atShanghai Luyeyuan, and executives at Shanghai Luyeyuan agreed to speak with the analyst directly to confirm their working relationship with CGA.
12. J Capital also said it was “perplexed” that CGA’s annual report in FY2010 cited that weathered coals constituted only 0.37 per cent of the Company’s raw material costs.
That figure is accurate, and it represents the particularly low price of weathered coal, which is a waste product of coal mining companies. While it is a valuable source of humic acid for CGA, coal miners are happy to get rid of it, hence the low price. Furthermore, the author of the J Capital report apparently confused the percentage of weathered coal costs with the percentage of humic acid concentration in finished products. All of CGA’s humic acid based fertilizers have clear specifications about the humic acid concentration along with other ingredients on the packaging label. It is the same with common multi-vitamin supplements, where a tiny percentage of raw material costs do not correlate to the percentage of nutrients listed in the table on a vitamin bottle.13. J Capital alleges that they were blocked from obtaining information.
This is not true.
CGA has consistently welcomed inquiries and visitors to our headquarters and transparently provides information about all relevant aspects of our production, management and sales. Any number of shareholders, analysts and potential investors can attest to that. The author of the report in fact attended meetings with Company executives. She did not call ahead, but showed up unannounced, refusing to identify herself and surreptitiously and disruptively tried to interview Company employees, and to obtain proprietary customer information. Just prior to releasing her report, she emailed the Company during a holiday period and then reported that “repeated requests” for information were rebuffed. It is interesting to note that when Rene Vanguestaine, CEO of CGA’s investor relations firm, referred to the IFRA allegations and the company’s rebuttal in press releases during the meeting with her in Beijing a few hours beforeshe published the report, the author denied knowing about the IFRA report. Yet her report relies on and cites the IFRA report repeatedly.
The foregoing are the main issues raised in the report, but there are other factual errors littered throughout. Whether from a lack of accounting knowledge, a poor understanding of Chinese business practices, or an intent to mislead, the author makes countless errors, including on information which is readily available in public filings or press releases.
On September 13, 2010, CGA received a letter from the SEC requesting that it voluntarily provide information in connection with an informal inquiry. Since being contacted by the SEC, CGA has provided the SEC with all the information it has requested. The Company’s U.S.-based lawyers have also made a voluntary presentation to the SEC. CGA is fully cooperating with the SEC in its informal inquiry. CGA has not received any subpoenas.I hope you find this letter helpful. We remain open to any questions you may have, and are happy to hear from you at any time. We want to thank you for your continued interest in and support of our Company. Please be assured that we are working veryhard to maximize shareholder value.Sincerely,Tao LiChairman, President and Chief Executive OfficerChina Green Agriculture, Inc.
China Green Agriculture, Inc. is filing this Amendment No. 1 on Form 10-K/A to supplement the disclosure regarding certain relationships and related transactions in Item 13 of Part III of its Annual Report on Form 10-K for the year ended June 30, 2009 filed with the Securities and Exchange Commission on September 17, 2009.
Certain Relationships and Related Transactions
On June 19, 2008, Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., our wholly-owned subsidiary (“Jinong”), signed an agreement with Xi’an Kingtone Information Technology Co., Ltd., a PRC company (“Kingtone Information”), pursuant to which Kingtone Information produced certain fertilizer processing equipment for Jinong. Mr. Tao Li, our Chairman, President and Chief Executive Officer, is a principal shareholder and the Chairman of Kingtone Information. Kintone Information is now an indirect contractually-controlled subsidiary of Kingtone Wirelessinfo Solution Holding, Ltd (KONE), a publicly traded company (“Kingtone”). Mr. Li beneficially owns a controlling interest in Kingtone and serves as Kingtone’s Chairman. The total contracted value of this agreement, including value-added taxes and other taxes, was RMB 4 million, or approximately $586,000. The project was performed from May 2009 to June 2009. Pursuant to the agreement, Kingtone Information provided certain services including designing, manufacturing, installing and adjusting the production facilities for Jinong’s compound fertilizer for drip irrigation. Kingtone Information was also responsible for debugging the system and training Jinong employees to operate the production line. The agreement required Kingtone Information to complete the project within 25 days unless there were causes for delay beyond its control. The agreement sets forth an eighteen month warranty period during which Jinong is entitled to receive certain spare parts for the facilities and to receive maintenance and repair services at no cost.
On October 20, 2008, we entered into an agreement with Kingtone Information with respect to the construction of the phase II expansion of an integrated pipeline control project for Jinong. The total contracted value, including VAT and other taxes, was RMB 5.2 million, or approximately $760,000. The project was performed from December 2008 to June 2009. The term of the agreement is from the date of its signing until one year after the operation of the subject project. Pursuant to the agreement, Kingtone Information provided services in order to develop and install the automation system solution for Jinong’s phase II production line and to upgrade the automation system solution for its phase I production line. Work related to the phase II production line included the development of automation system software, setup of integrated automation management and control computer network to realize relevant data collection, and automatic management and control of the production process. Work related to the phase I production line included upgrading the existing automation system so that phase I and phase II automation systems become integrated into the same management and control system. In addition to the wired automation system, Kingtone Information also developed and installed a wireless system solution for Jinong. This wireless system solution integrates into Jinong’s production automation system and the plant video surveillance system.
Rodman & Renshaw on CGA
F1Q10 results: Maintain Market Perform Rating
China Green Agriculture (“China Green”, Ticker: CGA, Market Perform) reported its F1Q11 results that were more or less in-line with expectations. Net revenue grew 250% YoY to $39.5 million, beating both Street consensus and our estimate of $38.4 million. The newly acquired Gufeng subsidiary was the major revenue contributor with $21.8 million, or 55.2% of the total revenue. The Jinong subsidiary contributed $16.6 million, or 42% of the total revenue. The Jintai unit, which produced agricultural products, registered a flat YoY sales performance, generating $1.1 million of revenue. The Yuxing unit had no revenue for the past quarter. Gross margin for F1Q10 declined YoY to 33.3%, below our estimate of 37.3%. A higher sales component of lower-margined granular fertilizer products, mostly from Gufeng, was a major reason for the decline in gross margin. Operating income for the quarter was $9.6 million, up 55% YoY and higher than our expectation of $9.1 million. Net income was $7.8 million, up 48% YoY and in-line with our estimate, but a touch shy of the $7.9 million Street consensus. Diluted EPS for F1Q10 was $0.30, a shade above our estimate of $0.29 but in-line with the Street consensus. At the end of September, the company had $53.9 million of cash and cash equivalent.
FY2011 guidance maintained
The company maintained its FY2011 guidance, with total revenue of $150.5-$152.8 million, net income of $36.2-$36.8 million, and EPS of $1.35-$1.37 (based on 26.8 million weighted average shares). For the next quarter (F2Q11), the company expects to realize $33.1-33.3 million of revenue, $7.76-7.86 million of net income, and $0.29 of EPS (based on 26.9 million weighted average shares).
We have tweaked our financial model in accordance with the F1Q11 performance. For F2Q11, we now expect the company will realize $33.3 million of revenue, $6.8 million of net income, and $0.26 of EPS. For full year F2011, we estimate total revenue of $151.8 million, net income of $32.8 million, and $1.25 of EPS. We are maintaining our Market Perform/Speculative Risk rating on the shares of China Green. While the past quarter's financial performance was overall in-line with expectations, we believe uncertainties remain with regard to the company's integration of Gufeng and slower organic growth. In addition, while we had anticipated significant margin compression due to increased sales of lower-margin granular fertilizers, the actual F1Q11 gross margin figure was 400bps below our already lowered estimate. Thus we will keep a close eye on the company's margin trend during the upcoming quarters. We continue to like the company's long term growth potential; however in the short term we are taking a more conservative approach, both in our financial projections and our rating.Notice Regarding Privacy and Confidentiality: This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request. Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice. Rodman & Renshaw, LLC may make a market in the securities being discussed. Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s). Member FINRA. Member SIPC.
Third Quarter 2010 Results
First Quarter FY 2011 Results (USD)
(Three months ended September 30, 2010)
Q1 FY2011
Q1 FY2010
CHANGE*
$39.5 million
$11.3 million
+250.1%
$13.1 million
$7.0 million
+88.8%
$7.8 million
$5.2 million
+48.4%
EPS (Basic and Fully Diluted)
$0.30
$0.24
+ 23.9%
Basic Weighted Average Shares Outstanding
21.6 million
+19.8%
Fully Diluted Weighted Average Shares Outstanding
26.0 million
21.7 million
+20.3%
Fiscal Year 2011 and the Second Quarter Guidance
Fiscal 2011 Second Quarter Guidance:
Chairman Li commented: "Our strong organic sales growth augmented by the Gufeng acquisition gives us a solid platform for continuous growth. With the integration of Gufeng underway, we will continue to enhance our product portfolio and distribution channels, fully utilize and expand capacity, and optimize operational efficiency. We believe our enlarged portfolio of diversified and branded products combined with continued solid financial performance will position us well to capitalize on the inevitable consolidation in the highly fragmented Chinese fertilizer industry and to create value for our shareholders."
On July 2, 2010, China Green Agriculture, Inc. closed an acquisition with Beijing Gufeng Chemical Products Co., Ltd and its direct, wholly-owned subsidiary Beijing Tianjuyuan Fertilizer Co., Ltd to purchase all of Gufeng’s outstanding equity interests.
Price Paid: $31.8 million
CGA has prepared the unaudited fiscal 2010 year ended pro forma condensed combined financial information using the acquisition method of accounting.
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GeoTeam® Note:
Upon our initial inspection a few things stand out
In essence, CGA paid close to 9 times net income for a firm, that at first glance, has worse fundamentals than CGA or many ChinaHybrid firms we follow. This is even more eye opening as CGA had no problem offering their stock at ?? times earnings in its last two raises.
We asked CPA and GeoContributor, Dan France, to possibly shed some light on this topic. We have speculated that maybe the large unearned revenue figure is somewhat related to inventory levels.
Dan's input:
According to Ken Ren in the fiscal 2010 first quarter conference call, Gufeng was operating with 10% gross margin . An explanation for Unearned Revenue, high inventory and low AR is customers prepaying for product in exchange of favorable (fire sale prices?) pricing.
The Company may have been in need for cash and possibly followed the practice of accepting prepayments from customers in exchange for selling at distressed prices. A risk is will CGA lose some of those customers when they raise the rent?
Net, property, plant & equipment tells me the assets were at least 50% depreciated. Cap ex plans include major upgrade of production lines.
CGA thinks they can eventually generate 30% gross margins from the Gufeng after upgrades and with improved management. If they can, the acquisition could prove to be a good deal provided they hang on to existing business and also sell liquid fertilizer to granular customers. Also, Gufeng is strong in Northern China where CGA has limited presence.
Ken Ren – China Green Agriculture – Chief Financial Officer
Let me spend a few minutes updating you on a few of our strategic initiatives. In the fiscal year 2010, we introduced 23 new products, including nine new high margin liquid fertilizer products in the fourth quarter alone. We added 43 new distributors during the past twelve months bringing our total number of distributors to 573 number of distributors. Having signed agreements with existing distributors to becoming authorized reseller of our products in 608 of their retail stores, we are aggressively expanding our distribution. Finally, we have opened 15 directly-owned stores since launching our pilot program in January 2010. The Company owned and operated stores enhanced China Green Agriculture brands in new markets where we do not compete our existing distributors. In June, we completed each one of our research and development centers, completing the construction of a hundred sunlight greenhouses on our 88 acre facility in Beijing. The land purchase prior subsidy reported in our SEC filing is accurate and truly reflects the total cost per U.S. debt. The transaction was constructed through a land transfer acquisition from a state owned entity. It was not conducted at a public auction from the Land and the Natural Resource Bureau. The purchase cost was reported at approximately $10.8 million, which included our land transfer fee, land compensation fee, land use rights transfer fee, state tax, registration fee, survey and mapping fee, and appraisal fee.
The land purchase prior subsidy reported in our SEC filing is accurate and truly reflects the total cost per U.S. debt. The transaction was constructed through a land transfer acquisition from a state owned entity. It was not conducted at a public auction from the Land and the Natural Resource Bureau. The purchase cost was reported at approximately $10.8 million, which included our land transfer fee, land compensation fee, land use rights transfer fee, state tax, registration fee, survey and mapping fee, and appraisal fee.
In July, we completed seedling conservation and expected seedling transportation, transplantation, for this a hundred greenhouses by October 2010. We were also on schedule to complete Phase II of the project, which includes the construction of 12 intelligent greenhouses by the end of calendar year 2011. Once completed, this new research and development opportunity will allow us to introduce more customized, higher margin fertilizer products and the conservation of more agriculture products. We also launched nine new liquid-based fertilizer products, accounting for almost 4% of our fertilizer revenues in the fourth quarter. We also added 21 new distributors during the quarter and selected over 300 stores as China Green Agriculture authorized retailers of our JiNong branded humic acid-based compound fertilizer products. We need to first lay the foundation for sustained growth in our fully line product and revenues and profit margins. In July, we closed our acquisition of Gufeng and its wholly-owned subsidiary Tianjuyuan for a total purchase price of approximately $31.8 million in cash and stock as we disclosed in our 8-K filed on July 7, 2010. We also intend to provide up to $14.7 million to Gufeng for their working capital needs in the future as needed. In the three months ended March 31, 2010 Gufeng’s revenue increased 22.4% to $17.1 million, and net income increased 46.8% to $1.1 million. We continue to believe that Gufeng will contribute at least 88.4% in revenue and at least $10.6 million in net income for the fiscal 2011, which will end on June 30, 2011. I will provide a detailed breakdown of our financial projections regarding Gufeng in a minute when I discuss our fiscal year 2011 guidance. Let me review the strategic rationale for this acquisition. Gufeng improves our competitive position in three ways. It provides us with significantly greater capacity to 355k metric tons per year, it advances our distribution by 26.0% to over 700 distributors, and it broadens our portfolio of organic and non-organic fertilizer to serve a larger base of customers. We have already discussed several images with Gufeng’s management team that we will implement over the next 3 to 12 months.
Now, our guidance, for the fiscal year ending June 30, 2011, we are forecasting revenues of $150.5 million to $152.8 million, net income of $36.2 million to $36.8 million, and earnings per share of $1.35 to $1.37 based on $26.8 million weighted average shares with presenting growth of 188%, 72.6%, and 49.5%, respectively. For the first quarter ended September 30, 2010, we expect revenues of $38.2 million to $38.6 million, net income of $7.7 million to $8.0 million, and earnings per share of $0.29 to $0.30 based on $26.8 million weighted average shares. This guidance reflects the anticipated strong sales resulting from the Company's increased production capacity from 55k metric tons to 355k metric tons, which reflect a full year contribution from Gufeng incorporating our consolidated fiscal year 2011, financial guidance is approximately $88.4 million of revenue and $10.6 million of net income from Gufeng.
Currently, one-third of Gufeng's 300k metric tons production facility is capable of producing organic compound fertilizers. We plan to invest $7.7 million in capital expenditures for Gufeng, which include $1.3 million to convert existing 100k metric tons of production facility from chemical fertilizers to higher market humic acid-based organic compound fertilizers with full conversions to be completed by the end of the calendar year 2010. In addition, we will also spend $6.3 million to build a new 200k metric ton production line, which will produce humic acid organic compound fertilizers with construction beginning this September and the production commencing by March 2011. Upon completion Gufeng's production capacity will increase by 66.0% to 500k metric tons, out of which 400k metric tons will be producing humic acid-based organic compound fertilizers. In addition, we will spend approximately $14.7 million on working capital to ramp up Gufeng's production utilization from the current 60.0% to 80.0% by annual fiscal 2012. Once we are able to fully transition Gufeng's production and distribution to our target levels, we expect a $140 million in revenue contribution from Gufeng in fiscal 2012. We also expect Gufeng's gross margin to improve from approximately 10.0% in the fiscal third quarter ended March 2010 to 20% by the fiscal fourth quarter ended June 30, 2011. Finally, we expect Gufeng to introduce 15 new products and add over 30 new distributors in the fiscal year 2010, two months after closing acquisition. Management remains very confident about the financial and strategic benefits that this acquisition will provide for our Company and to our shareholders. Before I conclude my prepared remarks, I would like to discuss our strong operating model. We ended fiscal year 2010 with over $62 million of cash and cash equivalents and no debt on our balance sheet, $86.2 million of working capital generated $12.2 million of cash flows from operation, and have minimal bad debt exposure. We were able to sustain a healthy growth in profits and cash flows for several reasons. Our value-added products increased our customers' yields; thereby, improving their sales and profits. We have a significant opportunity to grow our market share in a highly risk fragmented fertilizer market in China by introducing new products and expanding in new territories. The ongoing research and development efforts and significantly expanded manufacturing capacity and the product portfolio from Gufeng provides the foundation of future growth. In September 2009, JiNong was granted with a value-added tax exemption from September 1, 2009 to December 31, 2015 by the Local Taxation Bureau. We have ongoing productivity discussions with local and central government officials about ways we can help reduce pollution and improve the welfare of newer farmers. On the corporate governance front, we are committed by abiding the high standards that comes with being a NYSE-listed Company. As such, management is evaluating and looking to implement specific action items to help us accomplish this goal. I, along with the rest of our management team and board of directors, remain extremely confident in our ability to execute and with the integrity of our financial controls to ensure accurate and complete reporting. We look forward to providing you with current updates on improvements we make in this regard.
This concludes our prepared remarks for the fourth quarter of fiscal year 2010. I would now like to invite listeners to ask any questions you may have with Chairman Mr. Li and myself.
Rodman & Renshaw on CGA:
F4Q10 results overview: China Green Agriculture (“China Green”, Ticker: CGA, Market Perform) reported its F4Q10 results that on balance exceeded our expectations. Total revenue grew 54.5% YoY to $16.2 million, beating our estimate of $14.8 million and Street consensus of $15.1 million. The growth was primarily driven by Jinong branded fertilizer products, which grew 61.4% YoY to $15.3 million and accounted for 94.2% of total sales. This strong performance of Jinong was in turn mainly attributable to larger sales volume which soared 119.5% YoY to 9,315 tons. ASP, on the other hand, decreased to $1,638/ton (derived from sales volume and revenue) from ASP of $2,098/ton in Q3. We believe this was mostly due to the company’s increased sales of powder and granular fertilizer products that commanded lower prices. Gross profit increased 42.8% YoY to $9.1 million. However Q4 gross margin of 56.3% was lower than the 60.9% in F4Q09 and 60.3% in F3Q10. Increased sales of lower margin granular fertilizers again contributed to the lower gross margin, in our opinion. Net income increased 35.5% YoY to $6.0 million, or $0.24 per diluted share, slightly better than our estimate of $5.7 million, or $0.23 per diluted share, but in-line with Street consensus. For the full fiscal 2010, total revenue came in at $52.1 million, exceeding the company’s previous guidance of $50.6 - $51.2 million. Net income reached $21.3 million, or $0.91 per diluted share, within the guidance range of $21.1-$21.4 million, or EPS of $0.90-$0.91.
FY2011 guidance lower than our expectations: China Green provided its FY2011 guidance with total revenue of $150.5-$152.8 million, net income of $36.2-$36.8 million, and EPS of $1.35-$1.37. The guidance takes into consideration of the revenue and net income contributions of $88.4 million and $10.6 million from Beijing Gufeng Chemical Products Co. (“Gufeng”) it acquired in July. (Please refer to our report published on July 7, 2010 for more details.) We note that this guidance is lower than our previous expectations of $158.6 million of revenue, $39.0 million of net income, and $1.46 EPS. Excluding the revenue and net income contribution from Gufeng, it appears that management expects top-line organic growth will be in the range of 19.2%-23.6% and bottom-line organic growth will be between 20.2% and 23.1%. Both are significantly lower than the YoY 48.0% revenue growth and 40.9% net income growth in F2010. With regard to the Gufeng acquisition, while we believe it can prove to be attractive both financially and strategically for China Green, we await realized benefits from the integration, upgrade of Gufeng’s current chemical fertilizer production facility to organic humic acid-based fertilizer production lines, and capacity utilization ramp-up. We also believe the increased sales of granular fertilizers will significantly compress gross margin in the near term.
Adjusting estimates and maintaining Market Perform rating: We are maintaining our Market Perform rating on the shares of China Green in light of slower organic growth, margin compression, and uncertainties related to the integration of Gufeng. We have adjusted our estimates in accordance with management’s guidance. For FY2011, we now expect total revenue of $152.5 million, net income of $35.8 million, and $1.33 EPS. Our respective estimates for F1Q11 are $38.4 million, $7.8 million, and $0.29.
This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.
Fourth Quarter FY2010 Results
"Fiscal year 2010 has been a monumental year for our Company which resulted in exceeding our revenue and net income guidance," stated Mr. Tao Li, Chairman, President and Chief Executive Officer of China Green Agriculture. "We successfully implemented several growth initiatives resulting in the increase of our production capacity and geographic footprint, expanding our product line, and instilling brand awareness. At the end of June, we completed Phase I construction of our new research and development center, which consisted of one hundred sunlight greenhouses. We also launched 23 new liquid-based fertilizer products and added 43new distributors during the fiscal year 2010. To date, we have opened 15 directly-owned retail stores and selected 608 stores as 'China Green Agriculture Authorized Retailer' of our Jinong branded HA compound fertilizer products. In July, we closed on the acquisition of Beijing Gufeng Chemical Products Co., Ltd., which expanded our annual fertilizer production capacity from 55,000 metric tons to 355,000 metric tons. The facility extends our distribution network and broadens our product mix to meet the growing demand for both traditional and organic fertilizers in China, and is expected to contribute at least $10.6 million in net income in fiscal year 2011. With our strong working capital position, growing product offering and expanding R&D capabilities, we feel we are well positioned to gain market share and build on being one of the leading fertilizer producers in China."
Fiscal Year 2011 Guidance
For the fiscal year ending June 30, 2011, management expects
For the first quarter ending September 30, 2010, management expects
This guidance reflects the anticipated strong sales resulting from the Company's increased production capacity from 55k metric tons to 355k metric tons.
We have removed China Green Agriculture (NYSE Amex:CGA) from the GeoBargain list. It had a nice run from our initial article on April 2, 2009 at $3.38. The Fiscal 2010 EPS growth rate guidance is below the GeoBargain 30% requirement.
Why is EPS growth slowing down in 2010?
We will continue to track the CGA story due to the tendency of the company to exceed its guidance. Also, investors that can look beyond the upcoming year will notice that estimates indicate EPS growing over 50% in Fiscal 2011 to $1.33. The stock is still selling at discount to its long-term growth rate, which may attract long-term investors.
Valuation Scenarios:Coded as a GeoBargain on April 2, 2009 at a price of $3.38
Data Inputs:
Fiscal Year Ends in June
a CGA is not paying a full U.S. tax rate. Therefore, All EPS numbers have been adjusted by the GeoTeam® to reflect an U.S. tax rate of 36%.
b Growth rate calculated assuming that China Green meets its 2009 earnings per share objectives.Short-Term Valuation Scenarios
Guidance Report:
"We are well positioned to capitalize on the market opportunities within China's fertilizer and agriculture industry. With a national distribution network, state-of-the-art research and development, automated production, and superior after-sales support, we have successfully built one of the premier organic compound fertilizer producers in China today,' stated Mr. Li. By leveraging our new facility, which will be on line in August of 2009, we feel China Green Agriculture is well positioned to gain further market share in China's green fertilizer market, which will translate into long term revenue and net income growth."
Full Year 2009 Guidance Ending June
* CGA does not pay a standard United States tax rate.
Full Year 2009 EPS Guidance Ending June Adjusted for a Standard Tax Rate
2009 Guidance 2008 Reported Period Change *EPS $0.56 to $0.59 $0.38 47.37% to 55.26%
CGA is the newest addition to the GeoBargain® List and meets Nine of the Ten GeoBargain® requirements. After reviewing the company's press releases and SEC filings it appears that the company is participating in the right industry at the right time.
Understanding CGA:
CGA is a ''green" company with Two principal product lines motivated by a complex natural, organic ingredient called humic acid, an essential constituent for fertile soil, . "When plant or animal matter decomposes, it naturally turns into a form of humic acid-rich material, such as peat, lignite or weathered coal." In plain English the company, through its manufacturing process, extracts humic acid to be used as a fertilizer.
The GeoTeam® was initially impressed that company utilizes its operations to create two product lines from one source, which we feel may be beneficial for branding, cross marketing and efficiency goals.
Fertilizer Products; approximately 80% of sales:
Techteam, the manufacturing division of CGA, produces the fertilizer: The ultimate end user for its fertilizer products are farmers dispersed across 27 of the 28 Chinese provinces. The company does not sell directly to the end user, but uses a network of approximately 500 distributors who place its products among private wholesalers and retailers. CGA currently has approximately 125 products in its fertilizer line and are used by roughly 20 million farmers.
Expansion goals:
Agricultural Products; approximately 20% of sales:
Jintai is the R&D/testing arm for the company: In the process of testing Techteam’s fertilizers, Jintai produces products for commercial sale: "We purchase the seeds of green vegetables and fruits from the agents who import and apply our fertilizers to those products."
Jintai product categories:
Although the company will continue to maximize opportunities in both divisions, the driver of future growth will stem from its higher margin fertilizer division.
Reasons CGA has piqued the GeoTeam's interest:
1) Efficiency:
2) Strategic management decision
3) Favorable Industry Trends
China is the world's largest consumers and producer of fertilizer.
4) Confidence
CGA has many of the characteristics that make this a company worth following. It is operating in an industry with above-average growth rates and has a management team that is keenly aware of its target market. To help maximize shareholder value, the company recently engaged HC International, Inc. to help them tell their story to the investment community. The GeoTeam® will provide updates on CGA as information becomes available.
See also, Potential Valuation Scenarios
Sources: SEC Filings, Press Releases, Company Investor Presentation Material.
GeoNuggets®- Quick Check List Highlighting Undiscovered Opportunities.
China Green Agriculture Inc (AMEX:CGA)
Price: $3.31
Trailing P/E (tax adjusted): 8.49
Fiscal Year Ends In June
**12 Months trailing EPS (tax adjusted ): $0.39
**Published analyst estimates for 2010 (tax adjusted): $0.71
Description: Produces and distributes humic acid ('HA') based liquid compound fertilizer. All of company’s fertilizer products are certified by the PRC government as green products and suitable for growing Grade AA 'green' foods
Reasons for optimism:
1. The company meets nine out of ten GeoBargain categories
Recent 52-week highThe stock has recently attained a new 52-week high. 30% EPS growth rateEarnings per share (EPS) growth rate should generally be a minimum of 30% and increasing year over year. 10% revenue growthThe company has the ability to grow revenues by at least 10% year over year. Strong balance sheetThe company has strong a balance sheet. 15% ROEReturn on Equity (ROE) is at least 15%. 8% pre-tax marginsThe company is seeking profit margin improvements to ultimately achieve minimum pretax operating margins of 8%. Under 50m sharesThe company should generally have fewer than 50 million shares outstanding, but exceptions to this rule are routinely made. High insider ownershipThere is high insider ownership of this stock. Limited institutional ownershipThere is limited institutional ownership of this stock. P/E at least 1/2 of EPS growth rateThe company's price-to-earnings ratio (P/E) should be least half of its earnings per share (EPS) growth rate.
2. The company operates in a favorable Industry with favorable growth trends of over 30%.
3. The company has a diversified customer base.
4. Opportunities to capture market share are attractive, as the company holds less than a 5% market share position.
5. The company may be recession resistant. A significant amount of the company’s products are marketed to farmers whose end market is food products for the consumer
Potential valuation scenarios if the company can achieve its EPS growth goals.
Potential value based on fully taxed adjusted trailing EPS
o P/E 15* $0.39= $5.85
o P/E 20* $0.39= $7.80
o P/E 25* $0.39= $9.75
Potential value based on fully taxed adjusted 2010 EPS published analyst estimates
o P/E 10* $0.71 = $7.10
o P/E 15* $0.71 = $10.65
** All EPS numbers have been adjusted by the GeoTeam to reflect a United States standard tax rate.
The GeoTeam will provide a follow-up discussion in the near future.
These scenarios are not intended to be investment advice, but are scenarios based on some commonly used investment guidelines. They are provided to aid investors in making their own investment decisions.
'Through our recent capacity upgrade to 15,000 metric tons per year, we expect to continue to grow. We anticipate continued strong performance from our greenhouse R&D center with strong growth toward the end of our fiscal year in fertilizer sales as we move into the peak growing season. With the completion of our new, 40,000 metric ton facility, which will come online in the first quarter of our 2010 fiscal year, we expect to maintain our expansion well into the future.'
Third Quarter 2009 Guidance Ending March
Third Quarter 2009 EPS Guidance Ending March Adjusted for a Standard Tax Rate
Source: PR Newswire (February 11, 2009)
June 30
Agriculture
cgagri.com