Triterras, Inc. (NASDAQ:TRIT)

TRI-TECH HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 8, 2014, Tri-Tech (Beijing) Co., Ltd. (“TTB”), a subsidiary of Tri-Tech Holding Inc. (“Registrant”) entered into an agreement for divestiture of its interest in Beijing Yanyu Water Tech Co., Ltd. (“Yanyu”) to Sino Power Limited and an affiliate of Sino Power Limited (collectively, “Sino Power”). The divestiture will be completed pursuant to the terms of a Sales and Purchase Agreement (“Sales and Purchase Agreement”) entered on October 8, 2014, among TTB, Sino Power, Wanzong Zhao, Pengyu Dong, and Beijing Zhi Shui Yuan Water Tech Co., Ltd. (“Zhi Shui Yuan”), the direct owner of 92.86% of the equity interests of Yanyu. In addition, on October 8, 2014, Sino Power entered an Equity Interest Transfer Agreement (“Equity Interest Transfer Agreement” and together with the Sales and Purchase Agreement, the “Transfer Agreements”) with Wanzong Zhao and Pengyu Dong, the proxy shareholders of Zhi Shui Yuan (such shares are controlled by Tri-Tech pursuant to certain variable interest entity (“VIE”) agreements), pursuant to which Sino Power will acquire 100% shares in Zhi Shui Yuan.

Pursuant to the terms of the Sales and Purchase Agreement, the Registrant will divest its interest in Yanyu to Sino Power for a total value of approximately RMB 18.42 million. Sino Power will pay RMB 2.6 million to TTB, pursuant to previously executed VIE arrangements under which Mr. Zhao and Mr. Dong assigned all shareholder rights to the Registrant. Sino Power will also pay TTB RMB 15.82 million as consideration for the termination of the VIE agreement with TTB. In addition, Sino Power will pay RMB 400,000 to TTB on behalf of Yanyu to reduce Yanyu’s overall debt to TTB, which totaled approximately RMB 12.5 million as of the date hereof. Yanyu will remain obligated for the remaining debt, and, to secure the Registrant’s interest in such debt owed by Yanyu to third parties, Sino Power will pledge its equity interest in Zhi Shui Yuan to TTB. At such time as all such debt is repaid, the pledge interest will be released.

TRI-TECH HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Management Discussion and Analysis

Total revenues decreased by 39.5% in 2013 from the same period of 2012. This decrease is primarily attributable to the progress of the Ordos and India projects. Revenues from the Ordos project decreased by $5.6 million. For the Xushui project, 65% of the total contract amount was recognized as revenue in 2012 while only 20% was recognized in 2013, which led to a decrease of $7.0 million as compared with 2012. For the India Projects, only 5% of the total contract amount was recognized in 2013 while 25% of the contract amount was recognized in 2012, which led to a decrease of $7.0 million. The Ordos project is nearly complete, resulting in lower revenues from the project in 2013. The India projects, on the other hand, received later-than-anticipated Indian government approvals, which led to slower progress and, as a result, lower revenues, than expected.

Net loss attributable to TRIT was $13,933,160 for 2013, including net loss of BSST of $1,071,399 from January 1 to November 27, 2013. The loss on deconsolidation of BSST was $3,781,800 for 2013. Net loss attributable to TRIT was $2,264,075 for 2012.

BEIJING, April 21, 2014 /PRNewswire/ -- Tri-Tech Holding Inc. (OTC: TRITF), which provides turn-key water resources management, water and wastewater treatment, industrial safety and pollution control solutions, announced today that, on April 14, 2014, Tri-Tech Holding Inc. (the "Registrant") received a letter (the "Nasdaq Letter") from the Chief Counsel of The Nasdaq Stock Market ("Nasdaq"), notifying the Registrant that the Nasdaq Hearings Panel (the "Panel") has determined to deny the request of the Registrant for continued listing. Accordingly, the Panel suspended trading of the Registrant's shares effective as of the open of business on April 16, 2014. The Registrant's shares now trade under the symbol "TRITF" on the over the counter market.

The Panel's determination was based on its affirmation that of the Nasdaq Staff's exercise of its authority pursuant to Nasdaq Listing Rules 5101 and 5250(c)(1). Nasdaq Rule 5250(c)(1) relates to the Registrant's failure to file its annual report on Form 10-K for the year ended December 31, 2013. Nasdaq Rule 5101 provides Nasdaq with broad discretionary authority "in order to maintain the quality of and public confidence in its market, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and to protect investors and the public interest."

The Nasdaq Letter noted that the Registrant may request that the Nasdaq Listing and Hearing Review Council (the "Council") review the Panel's decision if the Registrant provides a written request for review that is received within 15 days from the date of the Panel's decision. In addition, the Council may determine on its own motion to review the decision within 45 calendar days after issuance of the Panel's decision.

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

On April 2, 2014, Tri-Tech Holding Inc. (the “Registrant”) received a letter (the “Nasdaq Letter”) from the Staff of The Nasdaq Stock Market (“Nasdaq”), notifying the Registrant that Nasdaq has determined that the Registrant’s failure to file its Form 10-K for the period ended December 31, 2013 serves as an additional basis to delist the ordinary shares of the Registrant from Nasdaq pursuant to the Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to “timely file all required periodic financial reports with the Commission through the EDGAR System or with the Other Regulatory Authority. […] All required reports must be filed with Nasdaq on or before the date they are required to be filed with the Commission or Other Regulatory Authority.” The Registrant plans to file its Form 10-K for the period ended December 31, 2013 within approximately one month, subject to resolution of outstanding matters.

The Nasdaq Letter noted that Nasdaq Hearings Panel would consider the matter in connection with their pending review of the Registrant’s continued listing on The Nasdaq Capital Market. There can be no assurance that the Registrant will be able to regain or maintain compliance with the requirements for continued listing under the Nasdaq Listing Rules. There can be no assurance that the Registrant will maintain its Nasdaq listing.

ITEM 8.01      OTHER EVENTS.

Restructure of Yanyu

On March 25, 2014, the Registrant completed the change of shareholders in one of its affiliated entities, Beijing Yanyu Water Tech Co., Ltd. (“Yanyu”). The change in the ownership of Yanyu involved a decrease in the number of nominee shareholders from 18 nominee shareholders of Yanyu to 2.

The purpose for the change in the ownership structure of Yanyu is to consolidate and improve the Registrant's control over Yanyu. The new nominee shareholders are the Chairman of the Board of Directors of the Registrant, Warren Zhao, and the Chief Financial Officer of the Registrant, Peter Dong.

The change of control involved the transfer from the 18 original nominee shareholders to the new nominee shareholders. Upon completion of this change of control, the prior control agreements between the 18 nominee shareholders and Tri-Tech (Beijing) Co., Ltd. (“WFOE”) were replaced with agreements dated as of March 25, 2014 by and between the new nominee shareholders and WFOE. Translations of such agreements will be filed by amendment to this current report on Form 8-K when available.

 
Inability toAs a result of ongoing issues related to the dete File Annual Report when Duermination of control of BSST, the Registrant advises shareholders that it anticipates being unable to file its annual report when due on March 31, 2014. In addition, due to the complexity of issues related to consolidation of BSST, the Registrant does not have a good-faith belief that it will be able to file the annual report within the time period allowed after filing a Form 12b-25. As a result, the registrant will not be filing a form 12b-25 on April 1, 2014 and instead is making use of this current report on Form 8-K to advise shareholders that such report will not be filed within the next 15 days.

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING 
 

On February 27, 2014, Tri-Tech Holding Inc. (the “Registrant”) received a letter (the “Nasdaq Letter”) from the Staff of The Nasdaq Stock Market (“Nasdaq”), notifying the Registrant that Nasdaq has determined to delist the ordinary shares of the Registrant from Nasdaq pursuant to the Staff’s discretionary authority under Listing Rule 5101 and based on the Registrant’s failure to disclose material information as required by Nasdaq Listing Rule 5250(b)(1). Nasdaq Listing Rule 5101 provides, in part, that Nasdaq “has broad discretionary authority over the initial and continued listing of securities in Nasdaq in order to maintain the quality of and public confidence in its market, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and to protect investors and the public interest.” Nasdaq Listing Rule 5250(b)(1) requires prompt disclosure to the public of any “material information that would reasonably be expected to affect the value of its securities or influence investors’ decisions.”

The Nasdaq Letter noted that the Registrant may appeal the Staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rules. A hearing request will stay the delisting of the Registrant’s securities, but will not result in resumption of trading, pending the Panel’s determination. Unless the Registrant requests an appeal, the Registrant’s ordinary shares will be delisted from NASDAQ at the opening of business on March 10, 2014 and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Registrant’s securities from listing and registration on The Nasdaq Stock Market.

In the Nasdaq Letter, Nasdaq specifically identified the following concerns: (i) the theft by the Registrant’s former Chief Executive Officer (“CEO”), Guang Cheng, of important assets of the Registrant in China; (ii) the Registrant’s ongoing failures to regain control of these assets and prevent Mr. Cheng, notwithstanding his termination as CEO, from exercising authority over a material subsidiary of the Registrant, authority which Mr. Cheng continues to exercise at present; (iii) the Registrant’s inability to disburse funds from that subsidiary’s bank accounts and engage in other corporate actions without the explicit cooperation and assistance of Mr. Cheng; and (iv) the Registrant’s failure to timely disclose the foregoing events to the public.

The Registrant plans to appeal the Staff’s determination to the Panel. There can be no assurance that the Panel will grant the appeal made by the Registrant, or that the Registrant will be able to regain or maintain compliance with the requirements for continued listing under the Nasdaq Listing Rules. There can be no assurance that the Registrant will maintain its Nasdaq listing.

On December 11, 2013, the Board of Directors (“Board”) of Tri-Tech Holding Inc. (the “Registrant”), with immediate effect, suspended the authority of Guang (Gavin) Cheng to act on behalf of the Registrant in his capacity as a member of the Registrant’s Board and authorized the Registrant’s appropriate officers to remove Mr. Cheng from any and all positions in the Registrant’s subsidiaries and affiliates. The Board further advises its shareholders that it will recommend the early replacement of Mr. Cheng from its Board at the upcoming annual shareholder meeting. The reasons for these actions, and the Registrant’s proactive steps to safeguard the Registrant and its shareholders from adverse actions by Mr. Cheng are described in greater detail in this current report and relate to (1) the Board’s determination of a breach by Mr. Cheng of the Registrant’s policies and procedures regarding wire transfers and (2) Mr. Cheng’s unauthorized withholding of the corporate chop of the Registrant’s affiliate, Beijing Satellite Science & Technology Co. (“BSST”) upon Mr. Cheng’s termination by the Registrant as its Chief Executive Officer.

Background - Termination of Gavin Cheng as Chief Executive Officer

Mr. Cheng served as the Registrant’s Chief Executive Officer from January 2013 until his termination on September 17, 2013 by unanimous consent (including Mr. Cheng’s own consent) of the Board. On or about September 16, 2013, the Board was made aware of violations of its internal policies regarding wire transfers on April 8, 2013 by Mr. Cheng in the Registrant’s subsidiary Ordos Tri-Tech Anguo Investment Co. Ltd. (“Anguo”). At such time, Mr. Cheng was Chairman of Anguo.

The accounting and internal control procedures in question require employees to provide, in advance, relevant documentation of the justification for payments, signed by designated personnel. Such documentation typically consists of the agreements upon which such payments are based, as well as approval paperwork regarding a proposed transfer.

By contrast, Mr. Cheng instructed employees of Anguo to transfer by wire RMB 1 million as a loan to a third party. Mr. Cheng did not provide a loan agreement or any internal paperwork designed for such transfer purposes prior to such transfer. Based on its review of documentation provided, the Board determined that the executed agreement provided to document the relationship was sealed by Anguo on September 16, 2013. Notwithstanding this late seal, on the books of Anguo, the transaction was recorded as stated in the agreement. Also importantly, on September 13, 2013, the entire principal of the loan was repaid to Anguo, and on September 17, 2013, the interest stated in the loan was repaid per the terms of such agreement. As a result, the Registrant and its shareholders have not recognized any loss with regard to this loan and, in fact, have received all interest and principal of such loan.

Notwithstanding the absence of actual monetary harm from this transaction to the Registrant, the Board of the Registrant unanimously determined (including Mr. Cheng’s affirmative vote) to remove Mr. Cheng from his position as an officer of the Registrant.

Based upon its internal review upon Mr. Cheng’s termination, the Board reached the following findings:

Based upon the internal review, the Registrant further strengthened its controls and procedures by implementing the following actions:

Unauthorized Retention of Company Chop

After his termination as Chief Executive Officer of the Registrant, Mr. Cheng obtained the company chop for Beijing Satellite S&T Co., Ltd (“BSST”), an affiliate of the Registrant, of which Mr. Cheng is the legal representative. Each legally registered Company in China is required to have a company chop, which has to be registered with the Public Security Bureau (“PSB”). The company chop is required on all official documents such as contracts, bank account applications and labor contracts. The company chop legally represents a company in dealing with third parties and is therefore valid even without a signature.

On November 12, 2013, Mr. Cheng contacted the Registrant and advised that Mr. Cheng had possession of and did not intend to relinquish the company chop of BSST. On November 11, November 12, and November 13, 2013, the Registrant communicated with Mr. Cheng, advising him of his obligation to return the chop immediately to the Registrant. Mr. Cheng has refused to do so through the date of this report, maintaining his right to retain the chop. Mr. Cheng’s stated refusal is based on his claim that he has a right to retain the chop due to his position as the legal representative of BSST, notwithstanding the contractual control the Registrant exercises over BSST.

On November 27, 2013, Mr. Cheng’s representative informed the Registrant that Mr. Cheng intends to challenge the validity of the contractual relationship by which the Registrant and its subsidiaries control BSST. If successful, this challenge could result in the loss of control of BSST and the subsequent deconsolidation of BSST from the financial statements of the Registrant. The Registrant will vigorously protect the interests of the Registrant and its shareholders in maintaining control over BSST.

Although the Registrant believes it has implemented and will implement sufficient protection of its relationship with BSST to retain control, the Registrant’s Board concluded in its December 11, 2013 meeting that Mr. Cheng’s efforts—even if unsuccessful—represent a serious and significant breach of his duties of loyalty to the Registrant. The Board believes that a fundamental obligation of a director is to act in the best interest of the Registrant and its shareholders. In this case, such an obligation would be expressed as efforts to maintain the business of the Registrant as a consolidated entity. Mr. Cheng’s stated intention to cause BSST to be deconsolidated from the Registrant, with no payment to be made to the Registrant or its shareholders for the loss of control over BSST and participation in its future profitability is diametrically opposed to this obligation. Due to the severity of Mr. Cheng’s actions, as of December 11, 2013, the Board has suspended Mr. Cheng’s ability to act on behalf of the Registrant in his capacity as a director and has removed him from all positions over which he has appointment authority, pending the resolution at the upcoming annual shareholder meeting. At that time, the Registrant’s shareholders will be asked whether Mr. Cheng should be replaced on the Board of the Registrant.

Results of Operations

Overview for the Three and Nine Months Ended September 30, 2013 and 2012

Key metrics for the third quarter of 2013 include the following:

The following are the operating results for the three months ended September 30, 2013 and 2012:

Key metrics for the nine months ended September 30, 2013 include the following:

BEIJING, Oct. 22, 2013 /PRNewswire/ -- Tri-Tech Holding Inc. (Nasdaq: TRIT), which provides turn-key water resources management, water and wastewater treatment, industrial safety and pollution control solutions, announced today that it has secured multiple contracts during the third quarter of 2013 in all three reporting business segments. The total value for the awarded contracts was approximately $8.75 million (RMB 54.25 million).

BEIJING, October 16, 2013 /PRNewswire/ -- Tri-Tech Holding Inc. (Nasdaq: TRIT), which provides turn-key water resources management, water and wastewater treatment, industrial safety and pollution control solutions, announced today that it has agreed with Chengdu Xingrong Investment Co. Ltd. ("CXI") not to move forward with their partnership in India.

Tri-Tech CEO Mr. Phil Fan said, "We understand that CXI's new leadership has shifted its growth strategies, and we still will continue to look to CXI as a valuable partner in China."

Second Quarter 2013 Financial Results

• Revenues for the second quarter of 2013 were $16,284,617, a decrease of 29.3%, compared with the amount for the same period last year.
• Net Loss was $0.6 million in the second quarter 2013, compared to Net Income of $1.3 million in the same period of 2012. Net Loss decreased from 2013 first quarter Net Loss of $1.1 million.
• Diluted loss per share was $0.07 compared to diluted earnings per share of $0.17 in the same period of 2012.

In discussing second quarter results, Mr. Gavin Cheng, CEO of Tri-Tech Holding Inc. commented, "Despite an overall deterioration in financial results compared to that from the same period in 2012, the Company saw a recovery in operations when compared to that of first quarter 2013: our revenue increased by 55%, our operating expenses margin declined by 15% and our gross margin maintained relatively the same at 22.3%." Management ascribes the recovery to:

• 11% reduction in headcount and improvements in employee productivity;
• Consolidation of compatible business units;
• Reduction of middle management;
• Rigorous selection of projects to reduce exposure to riskier projects; and
• Avoidance of projects with unfavorable payment terms.

BEIJING, July 17, 2013 /PRNewswire/ -- Tri-Tech Holding Inc. (Nasdaq: TRIT), which provides turn-key water resources management, water and wastewater treatment, industrial safety and pollution control solutions, announced today that the Company's U.S. subsidiary has been awarded a Basic Engineering Contract by Saudi International Petrochemical Company to design a Zero Liquid Discharge System for a waste water treatment plant. The contract is valued at approximately $545 thousand. A Detailed Engineering Contract is a contingent upon completion of the basic engineering.

Tri-Tech's CFO Phil Fan commented, "Securing this contract is a testament to our experience designing Zero Liquid Discharge systems using mechanical vapor compression technology. Securing this contract demonstrates a positive step in realigning the Company's business focus."

• Revenues declined by 45.5% to $10.5 million, compared to$19.2 million in first quarter 2012.
• Gross profit declined by 55.3% to $2.3 million compared to $5.2 million in first quarter 2012. Gross margin decreased to 22.3% from 27.1% in the first quarter of 2012.  
• Net loss was $1.1 million, compared to net income of $1.4 million in the same period of 2012.
• Diluted earnings per share was a loss of $0.13 compared to a gain of $0.17 per share in the same period of 2012

Mr. Gavin Cheng, CEO of Tri-Tech Holding Inc. commented, "The Company has experienced another quarter of loss due primarily to delays in implementing a number of projects as clients required project design adjustments. These delays in turn slowed project-related revenue recognition. As new competitors entered the market and competed on pricing, our gross margin suffered. In an effort to broaden its market coverage, the Company increased spending and efforts in sales and marketing. The Company believes its strategies will position the Company well for the long term and thanks our shareholders for their continued confidence in these efforts and our Company."

BEIJING, October 1, 2012 /PRNewswire-FirstCall/ -- Tri-Tech Holding Inc. (Nasdaq: TRIT), which provides turn-key water resources management, water and wastewater treatment, industrial safety and pollution control solutions, announced today that its it has completed a financing transaction underwritten by the Bank of Nanjing to issue corporate bonds of RMB 50 million (approximately $7.89 million). The transaction closed on September 26, 2012 and the company has received the proceeds of the financing.

According to the terms of the corporate bonds issued by Tri-Tech (Beijing) Co. Ltd., a subsidiary of Tri-Tech Holding Inc., Tri-Tech will issue investors corporate bonds for capital of $7.89 million with a maturity of three years and a coupon of 6.2%. The Beijing Capital Investment & Guarantee Co. Ltd. ("Capital Guarantee") will guarantee the bonds.

Mr. Peter Dong, Tri-Tech Holding Inc. CFO, commented, "As one of the important diversification attempts to the company financing, this bond issuance will provide Tri-Tech with more capital flexibility to support our growth. Given the current valuation of Tri-Tech Holding in the capital market, we chose the corporate bonds instrument from domestic market and believe this will efficiently fund our operations on a non-dilutive manner that is in the best interests of our shareholders.

"The underwriter Bank of Nanjing conducted rigorous and comprehensive reviews of our company before agreeing to sign the Underwriting Agreement. We believe the bank's and investors' interest in these bonds reflects Tri-Tech's healthy financial status, our comprehensive business records, our visible profit growth and our favorable credibility with the banks. We believe the guarantee to the bond issuance from Capital Guarantee, a Beijing Credit Guarantee Association five-star rated guarantor enterprise for small and medium companies in Beijing, additionally highlights our good reputation in the water industry. We will continue to pursue multiple financing solutions from domestic banks to further strengthen and optimize our capital structure in support of our strong growth."

BEIJING, September 14, 2012 /PRNewswire-FirstCall/ -- Tri-Tech Holding Inc. (Nasdaq: TRIT), which provides turn-key water resources management, water and wastewater treatment, industrial safety and pollution control solutions, announced today that it has secured seven contracts for wastewater, water treatment, water supply equipment procurement and industrial gas emission control projects. The aggregate value of all contracts is approximately $2.08 million (approximately RMB 13.18 million).

According to the contracts, the company will provide system procurement services of industrial wastewater and sewage treatment, hot water softening, water supply to multiple customers including a tourist attraction in Tengchong city of Yunnan Province, Shichuang Water Supply Company in Shenyang and, in Beijing, a real estate development project, a manufacturing facility for an internationally recognized automaker, and No.39 Middle School. In addition, the Company will implement a volatile organic compounds control system for a chemical workshop for Dongbao Biotechnology Co. Ltd. in Baotou city of Inner Mongolia. Tri-Tech expects to complete all the seven projects by December 2012.

Mr. Warren Zhao, Chairman and Joint CEO of Tri-Tech Holding said, "In the third quarter, we continued to make progress in our water and wastewater treatment, water supply and pollution control businesses. The expansion phase of the Ordos Water Treatment Plant is well under way, and we currently expect the trial operation of water treatment to start in November. We further anticipate that collecting 50% of the total cost and proceeds for the initial phase by the end of 2012. The Bihar Sewage System projects progressed remarkably as we recently completed all regulatory procedures required by the Reserve Bank of India. With these approvals in hand, we can now accelerate implementation steps such as civil construction, piping and engineering of sewerage facilities. We expect to generate on-going revenue for the third quarter from the India project and to record a significant contribution for the fourth quarter accompanying an initial cash payback. We will continue to advance our corporate strategic alignment to focus future growth on water treatment facility operation, maintenance, products and water treatment and water resources management solutions."

Second fiscal quarter ended June 30, 2012 

• Net income for the quarter was $1.4 million, a 22.2% decrease from that of $1.8 million in Q2 2011.
• Gross profit was $5.8 million for the quarter, slightly higher than that for Q2 2011.
• Gross margin for the quarter declined slightly from 26.3% for the second quarter of 2011 to 25.3% for the same period this year.
• Diluted EPS was $0.17 compared to that of $0.21 in Q2 2011.

Fiscal 2012 Guidance Reaffirmation

Based on the performance in the second quarter of 2012 and the estimate for the remaining quarters, the Company reaffirms its previously announced guidance for fiscal 2012. Revenues are expected to be between$103 million to $128 million. Net income will likely be between $9.7 million and $12.1 million. Assuming the weighted average number of diluted shares remains the same, we expect our EPS to be between $1.18 and $1.47. These are the Company's targets, not predictions of actual performance. The foregoing statements regarding targets are forward-looking and actual results may differ materially.

Mr. Warren Zhao, Joint CEO of the Company, commented, "We continued to accomplish a moderate growth in the second quarter 2012. Although we reported stronger-than-expected results from our water resources management and industrial pollution control and safety segments, our municipal water and wastewater treatment business declined due to the slow progress on several key projects. The impact from the macroeconomic environment, including rising financing, labor and raw materials costs, as well as the weakened market demands, presented unprecedented challenges to our sales in the second quarter.

"To address the challenges, we are improving our profitability through enhanced corporate governance and cost efficiency. On the other hand, we also emphasize strategic market development where our core technological advantages allow us a competitive edge over our competitors. In addition, we will grow our market share in the water and wastewater treatment segment overseas in order to diversify our revenue stream portfolio."

BEIJING, July 12, 2012 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc. (Nasdaq: TRIT), which provides turn-key water resources management, water and wastewater treatment, industrial safety and pollution control solutions, announced today that it has secured contracts for flash flood early warning and small river hydrologic monitoring projects in ten provinces and municipalities in China. The projects total approximately $8.06 million (approximately RMB 50.96 million).

According to the contracts signed by Tri-Tech's affiliate, Beijing Yanyu Water Tech Co. Ltd., the company will establish and retrofit flash flood monitoring and forecasting systems for multiple districts, counties and cities in Heilongjiang, Guizhou, Shanxi, Shandong, Guangxi, Anhui, Hebei, Qinghai, and Gansu provinces and Beijing. Each system includes an information collection module, an early warning module and an information dissemination platform. In addition to the flash flood systems, the company will also implement small river hydrological monitoring systems for Heze region in Shandong Province. The scope of this project includes construction and upgrade of automatic collection and communication systems for rainfall and water level information. The company will be involved in the production and procurement of equipment, software development, installation and troubleshooting of the systems and the provision of technical training to customers. These projects are scheduled for completion at different times from the end of July through the end of December 2012.

Mr. Warren Zhao, Joint CEO of Tri-Tech Holding Inc., commented, "Since the second quarter, we have continued to promote flash flood early warning systems and have worked hard to implement the projects we have secured. These market expansion strategies for our water resources management business have grown this business segment to record levels for our company. All of our previously awarded flash flood monitoring projects are now over 70% completed. Of these projects, we have substantially completed the project in Hunan and are currently conducting system troubleshooting and anticipate the customer's acceptance following this stage. In the meanwhile, we are actively pursuing new project opportunities as scheduled. In addition, we are initiating a market survey on the National Water Resources Monitoring Capacity Construction Program and Irrigation Information System Construction Program to help the company optimize its revenue portfolio and business model for the water resources segment. We are also pursuing strategic collaboration with leading international water information technology and service providers in emerging water conservancy fields. "

BEIJING, July 6, 2012 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc. (Nasdaq: TRIT), which provides turn-key water resources management, water and wastewater treatment, industrial safety and pollution control solutions, announced today that it was awarded a water conservation irrigation contract for a forage cultivation project undertaken by the Water Resources Management Administration of Buerjin County in Xinjiang Uygur Autonomous Region. The contract amount totals $1.3 million.

According to the contract, Tri-Tech will provide the Township of Yelaman with four sets of water conservation irrigation systems for a new irrigation area covering 625 hectares. The irrigation systems will be used for development and cultivation of forage land. Tri-Tech will be involved in the civil construction, procurement of pipes and fittings, installation and trial operation of the systems. We expect the project to be completed by the middle of November 2012.

Mr. Gavin Cheng, the Joint CEO of Tri-Tech Holding said: "The Yelaman water conservation irrigation project is another successful initiative in the agricultural water resources infrastructure field in Xinjiang following the Yelaman BOOST municipal infrastructure project we received last year. The project will expand Yelaman's forage cultivation area and improve the efficiency of agricultural irrigation, which will benefit the development of animal farming in the area.

According to the Chinese agricultural sustainable development programs, RMB 20 billion will be spent on funding high-efficiency water conservation irrigation initiatives during the 12th Five Year Plan period. North China will prioritize development of efficient water conservation irrigation with typical models such as drip irrigation, sprinkler irrigation and micro-irrigation, which we believe will develop rapidly. As a water conservancy solution provider, Tri-Tech will continue to leverage its advantages to pursue more business in the sector."

Performance Highlights in First Quarter of 2012

• Revenue from Water Resource Management Systems and Engineering Services increased 281.1% to $6.2 million from $1.6 million in Q1 2011
• Revenue from Industrial Pollution Control and Safety increased 51.6% to $4.6 million from $3 million in Q1 2011
• Gross profit was $5.2 million, slightly above $5 million in Q1 2011
• Gross margin decreased slightly to 27.1%, compared to 28.5% for Q1 2011 but marked the first improvement in a quarter since the quarter ended June 30, 2011
• Weighted average number of diluted shares outstanding was 8,317,224 for Q1 2012, compared to 8,155,222 for Q1 2011

The decrease in net income and EPS was due to several factors in the first quarter: relatively sluggish revenue recognition from several of the Company's largest projects such as the expansion phase of the Odors water processing plant and India wastewater system projects; delays between project awards and implementation, and a substantial increase in operating expenses mainly due to continued hiring of staff for business development and project execution to meet aggressive market expansion goals. As occurs each year, the company's revenues, net income and EPS decreased from the fourth quarter of 2011 to the first quarter of 2012, as winter weather and long holiday periods adversely affected sales.

Year 2012 Guidance Reaffirmation

Based on the performance in the first quarter of 2012 and the estimate for the remaining quarters, the Company reaffirms the previously announced guidance for the year 2012. Revenue is expected to be between $103 million to $128 million. Net income will likely be between $9.7 million and $12.1 million. Assuming the number of total shares outstanding remains at 8,317,224, excluding the 21,100 shares held in treasury, we expect our earnings-per-share ("EPS") to range from $1.18 to $1.47. These are the Company's targets, not predictions of actual performance. The foregoing statements regarding targets are forward-looking and actual results may differ materially.

Mr. Warren Zhao, Joint CEO of Tri-Tech Holding commented, "We are pleased to report a quarter with solid revenue growth and operational performance, including stronger-than-expected results from our water resources management business and achievements from our international projects in India, Qatar, Canada and Mexico, despite the challenge of the increased project execution costs and market expansion expenses. We are also excited about the strong order backlog and project pipeline we are pursuing, which make us much more confident with the remaining quarters and feel more comfortable to deliver the projected earnings for 2012. Here I would like to review some recent key business developments:

BEIJING, May 2, 2012 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc. (Nasdaq: TRIT), which provides turn-key water resources management, water and wastewater treatment, industrial safety and pollution control solutions, announced today that it has secured contracts to develop core software systems for flash flood early warning and forecast projects in Beijing. The contracts totaled approximately $1.59 million (approximately RMB9.98 million).

According to the contracts signed by Tri-Tech's affiliate, Beijing Yanyu Water Tech Co. Ltd., the company will provide software systems for flash flood monitoring and forecasting systems for the City of Beijing and eight districts and counties around Beijing. In addition to the development of a series of databases and utility software, the company will be involved in procurement of equipment, system integration and installation, debugging and technical trainings to customers. These projects are scheduled for completion in early June 2012.

Mr. Warren Zhao, Joint CEO of Tri-Tech Holding commented, "In July 2011, the company won the flash flood monitoring and forecasting contracts for Changping, Yanqing and Pinggu counties in the Beijing area, and was involved in the implementation of numbers telemetry stations for flash flood early warning systems. These projects have been completed and were well received by the customers. Our new projects will mainly focus on software systems of flash flood monitoring and forecasting systems for eight districts and counties around Beijing as well as in the City of Beijing itself. As a part of a comprehensive forecast system, our projects will provide early warnings of rain storms, flash floods and debris flow to a majority of the areas around Beijing."

In terms of water conservancy dynamics, Mr. Zhao added, "We believe the government's investment in water resource management will continue to grow despite moderate overall economic growth. In 2012, the Chinese government is giving top priority to public health- and safety-related water conservancy infrastructure development. Thus, the implementation of flood control and disaster alleviation infrastructures, which ensure the safety of people's lives and properties, has been one of our core business areas. We expect spending will continue to be allocated in these developments in the next several years, and we will maintain stable sales from this key market."

BEIJING, April 24, 2012 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc. (Nasdaq: TRIT), which provides turn-key water resources management, water and wastewater treatment, industrial safety and pollution control solutions, announced today that its affiliate, Beijing Satellite Science and Technology Co. ("BSST"), bid for a project from Chuanqing Drilling Engineering Company Limited of China National Petroleum Corporation for a boundary security system and Terrestrial Trunked Radio ("TETRA ") communication system, part of the turnkey construction of a natural gas processing plant for the South Yolotan-Osman Gas Field in Turkmenistan. BSST expects the contract value will be over RMB 10 million.

Under the terms of the agreement, BSST will implement boundary alarm systems for the natural gas processing plant and the pre-processing plant and build five wireless trunked base stations and one digital trucked control center that will serve the natural gas processing plant, pre-processing plant, valve chambers and compressor station. The scope of services will include organization of equipment production, equipment procurement, software re-development and system integration, and installation, testing and commissioning of the systems. BSST expects to complete the project by the end of 2012.

Mr. Feng Han, President of BSST said, "The preventive alarm system will apply laser and optical communication technologies to monitor the surroundings of the natural gas processing plant, thereby ensuring the production safety of the plant. The TETRA communication technology, with the IP-based and control-centralized switchboard, will be responsible for a number of key functions of the gas field, including daily production scheduling, emergency command and wireless standby communication channel switching."

Mr. Gavin Cheng, Joint CEO of Tri-Tech Holding commented, "The Turkmenistan award marks another successful international industrial production safety project bid, following the natural gas analysis and monitoring project in Uzbekistan secured in May 2011. With a huge reserve and area of approximately 3,000 square kilometers, the South Yolotan-Osman Gas Field of Turkmenistan is one of the world's largest known gas fields. We are honored to participate in the construction of the gas plant boundary security and communication systems for such a giant gas field. We believe our successful bid is a testament to our capabilities and experience in project implementation, particularly production safety for oil and gas fields. As a qualified subcontractor for projects from large Chinese state-owned oil and gas companies, Tri-Tech will continue to strengthen its partnership with these companies, especially on projects in overseas markets."

BEIJING, April 20, 2012 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc. (Nasdaq: TRIT), which provides turn-key water resources management, water and wastewater treatment, industrial safety and pollution control solutions, announced today that it has secured contracts for flash flood early warning and small river hydrologic monitoring projects in five provinces in China. The projects total approximately $7.02 million (approximately RMB 44.25 million).

According to the contracts signed by Tri-Tech's affiliate, Beijing Yanyu Water Tech Co. Ltd., the company will provide flash flood monitoring and forecasting systems for eleven districts, counties and cities in Heilongjiang, Fujian and Guizhou provinces. Each system includes an information collection module, an early warning module and an information dissemination platform. In addition, the company will implement part of small river hydrological monitoring systems for Anhui and Shanxi provinces. The scope of the work includes automatic collection and communication systems for rainfall and water level information. The company will be involved in the production or procurement of equipment, software development, installation and debugging of the systems and technical trainings to customers. These projects are scheduled for completion at different times from the end of May through the end of July 2012.

Mr. Warren Zhao, Joint CEO of Tri-Tech Holding Inc., commented, "As continued government policy support and fund allocation to water conservancy demonstrate, China's water conservation industry is booming in 2012. As a leading solution provider in the industry, our company saw unprecedented growth in its flash flood early warning and small river systems business during the first quarter of 2012. By the time of this announcement, we have secured $16.5 million in flash flood early warning and small river hydrological monitoring system project contracts, already more than the total contract value we were awarded in all of 2011.

"As backlog from our water resources management business accumulated with growing sales, we focused on increasing the efficiency of the project implementation. As an update of the projects we were awarded for 20 countries and cities in Hunan, Henan, Hubei, Liaoning and Fujian from January to the mid of February in 2012: all major equipment for these projects has been delivered to project sites for installation and debugging. In order for the flash flood early warning and forecasting systems to function properly during the flood season, local governments are increasing and accelerating project bids. We anticipate our backlog from the business will continue to increase in the upcoming quarters as we seek to participate in new project bids."

BEIJING, March 27, 2012 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc. (Nasdaq: TRIT), which provides turn-key water resources management, water and wastewater treatment, industrial safety and pollution control solutions, announced today that its subsidiary, Tri-Tech Infrastructure LLC ("Tri-Tech U.S."), was awarded a contract from Ambbio, a Mexican water company, to provide a pre-concentrator Mechanical Vapor Compression (MVC) evaporator system and final MVC concentrator for a Mexican steel plant located in Monterrey, Mexico is one of customers of Ambbio who is providing other water processing equipment like Reverse Osmosis (RO) and Ultra-Filtration (UF) systems to the plant. The contract is valued at $3.63 million.

The concentrator unit will concentrate all of the treated water from the RO units to produce pure distillate that can be reused as process water and concentrate the reject water from our unit to zero liquid discharge. The evaporator unit is used to eliminate the discharge of any liquid from the steel making plant. Under the terms of the contract, Tri-Tech U.S. will provide design, engineering, fabrication, supervision of installation, commissioning, performance testing and on-site training service. Tri-Tech U.S. expects to deliver the complete water processing unit by early April 2013.

Mr. Jim Schwartz, General Manager of J&Y Water Division of Tri-Tech U.S. said, "We were confident with our unique technologies while we competed with several global water players for the project. The water treatment unit we will provide to the steel works will use our customized, energy efficient MVC concentrator and evaporator system designs."

Mr. Phil Fan, President of Tri-Tech Holding, Inc. commented, "We are pleased with our first zero liquid discharge unit contract for industrial water treatment in Mexico. Mexico is a brand new market for us. Our successful contract bid fits our strategy of business development in overseas markets perfectly as we emphasize marketing our technical specialties, such as zero liquid discharge for industrial wastewater treatment as well as seawater desalination. We will continue to improve our competitiveness in industrial sector technologies and products and plan to seek more such opportunities in North America and Asia."

Fourth Quarter 2011 Results

• Total revenues for the fourth quarter of 2011 increased by 68.4% to $24.1 million from $14.3 million in the fourth quarter of 2010.
• Gross profit was $5.5 million for the fourth quarter of 2011, approximately equal to $5.5 million in the fourth quarter of 2010.
• Fourth quarter 2011 gross margin decreased from 38.3% to 22.6% in the corresponding period in 2010.
• Income from operations decreased by 35.9% to $2.1 million from $3.3 million in the fourth quarter of 2010.
• Net income slightly increased by 3.7% to $2.7 million from $2.6 million in the fourth quarter of 2010.
• Diluted EPS was $0.32 (based on 8.2 million weighted average diluted shares outstanding), equal to $0.32 in the fourth quarter of 2010 (based on 8.1 million weighted average diluted shares outstanding).

Mr. Warren Zhao, CEO of Tri-Tech Holding, commented, "We are pleased to report solid growth in 2011. Our successful Ordos water treatment plant project continued to contribute considerable revenue last year, and our flash flood monitoring and forecasting projects helped propel the company to record revenue levels. . Beyond the domestic market, we also expanded internationally in 2011, with three sewage water system projects in India, a hotel water treatment project in Canada and a seawater desalination project in Qatar.

"With a strong start already this year, 2012 looks to be another exciting year for Tri-Tech. Although we expect the Chinese economy's growth rate is likely to slow in 2012, we expect that the Chinese government will increase its focus on infrastructure and public health improvements. At the beginning of the year, the Chinese government issued a number of regulations and policies to motivate further development of environmental industries, where measures on pollution control and water conservancy were specified and regulatory standards were raised. We believe these changes will present growing business opportunities for Chinese water companies.

"In view of economic climate changes and the industry trends, we will continue to pursue diversified growth based on geographical expansion, development of broad customer bases across our business segments and flexible business models, such as build-operate-transfer ("BOT"), build-own-operate-subsidy-transfer ("BOOST") and other models like providing turnkey solutions and specialty products. In addition to project deployments in the West and the Northwest of China, we will focus on India, the Middle East and North America. Based on our established relationships with municipalities and government agencies, we will continue to develop opportunities from private and overseas state-owned entity industries particularly in fields such as oil, gas, petrochemical and power. To diversify and improve our revenue portfolio, we will further position ourselves as a provider of engineering, procurement and construction, build-operate-transfer, turnkey solutions, specialty products and facility management in water industry. In particular, some of specialty products, we plan to provide include emerging seawater evaporator technology and zero liquid discharge solution for industrial wastewater treatment. We believe our strategy of pursuing diversified growth in these ways will position us for continued profitability, while making our company even more resilient and less reliant on a limited number of markets and industries."

Order Backlog and Pipeline

As of December 31, 2011, we had a total order backlog of $94.5 million. This included $63.1 million in water treatment services, $16.1 million in water resource management services, and $15.3 million in industrial pollution control services.

In addition to our order backlog, we are currently pursuing prospective projects with a total expected value of $127.1 million, of which approximately $66.8 million is in wastewater treatment and municipal infrastructure, $15.7 million in water resource management and engineering services, and $44.6 million in industrial pollution control and safety. We have not been awarded any of these projects yet, and there are no guarantees that we will be selected for any such projects.

2012 Outlook

In 2012, the Company anticipates that its revenues will be in the range of $103 million to $128 million. Net income will likely be between $9.7 million and $12.1 million. Assuming the number of total outstanding shares remains at 8.26 million without any additional share issuance in 2012, the Company expects earnings-per-share to range from $1.18 to $1.47. These are the company's targets, not predictions of actual performance. The foregoing statements regarding targets are forward-looking and actual results may differ materially.

According to the contracts, the company will establish flash flood monitoring and forecasting systems in five counties in Fujian Province, two counties in Sichuan Province and three total counties and cities spread across Jilin, Hubei and Shanxi provinces. Each system includes an information collection sub-system, an early warning sub-system and an information dissemination platform. The project involves production or procurement of equipment, software development, integration and installation of the system and after-sales service. These projects should be completed at different points in time from late December 2011 to March 2012.

Third Quarter 2011 Results

Second Quarter 2011 Results

• Net revenue for the quarter was $20.2 million, an increase of $12.1 million, or 149.3%, compared to revenue of $8.1 million in the same period of 2010.
• Net income attributable to TRIT shareholders was $1.76 million, an increase of $0.34 million, or 23.9%, from $1.42 million in the same period of 2010.
• Diluted EPS was $0.21, based on net income of $1.76 million and weighted average number of diluted shares outstanding of 8,202,784 for the quarter ended June 30, 2011, compared to $0.19 in the second quarter of 2010, based on net income of $1.42 million and weighted average number of diluted shares outstanding of 7,413,836.

BEIJING, June 28, 2011 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc. (NASDAQ: TRIT), a premier Chinese company that provides leading turn-key solutions in China for water resources, water and wastewater treatment, industrial safety and the pollution control markets, announced today the company has been awarded the contract of expansion phase of the water treatment plant for the City of Ordos valued at approximately 130 million Yuan ($20 million).

This project is the follow up to the initial contract awarded to Tri-Tech in 2010. The initial build-transfer project was valued at $40 million.

The contract of expansion phase of the project will be carried out by Ordos Anguo Tri-Tech Investment Co., Ltd., the project company jointly owned by Tri-Tech (Beijing) Co. Ltd. and Beijing Anguo Water Treatment Automation Engineering Technology Co. Ltd.

Under the terms of the contract of expansion phase, Tri-Tech will provide services of design optimization, procurement, installation, startup and commissioning, owner's personnel training, operation and maintenance manual preparation of water treatment plant, and other services as needed.

The initial project will allow the Ordos facility to process 96,000 cubic meters of water per day, via traditional flocculation, sedimentation, and conventional filtration, and then go through the ultra filtration and nano-filtration treatment process.

The expansion phase is designed to allow processing of 104,000 cubic meters per day treated via the traditional flocculation, sedimentation and conventional filtration process. Then approximately 50% of the treated water, or 52,000 cubic meters, will undergo ultra filtration and nano-filtration treatment processes. The other 50% of the treated water, or 52,000 cubic meters will by-pass ultra- and nano-filtration. Upon completion of the initial and the expansion phases, the combined output of up to 200,000 cubic meters per day will comply with the national drinking water standards as spelled out in GB5749-2006, of which 148,000 cubic meters per day will be ultra filtered and nano-filtered water

The project is scheduled for initial test runs no later than June 30, 2012. After completion of the test runs, the ownership of the water purification plant will transfer to Dongsheng District of Ordos City.

Tri-Tech Co-President Mr. Gavin Cheng said, "Although we have faced a difficult winter that slowed construction in executing the contract, thanks to our advanced technology and highly capable team working on the Ordos Project, we have already completed 70% of the construction. This reflects the high caliber of our project managers, who have been praised by the Ordos owner and partners. Tri-Tech's smooth implementation of the project set the stage for Tri-Tech to earn the expansion contract."

Tri-Tech Co-President Mr. Phil Fan said, "China continues to face heavily polluted water sources, which led the Chinese government to issue the drinking water standard (GB5749-2006). This new standard increased water quality indicators from 35 to 106 and is required to be in force by 2012.

"Most of China's water treatment still uses coagulation, sedimentation, filtration and disinfection. This traditional process is unable to process water at the rate demanded by China's population, which struggles with water quality issues such as disease-causing microorganisms, algae and algal toxins, turbidity, disinfection byproducts and unstable water quality.

"There is an urgent need for conventional water plants to be upgraded and to enhance wastewater treatment and reduce pollutant emissions, gradually reaching new drinking water standards in the country. Tri-Tech is continuously researching new and advanced membrane technology, disinfection technology, online monitoring technology, zero emission technologies and seawater utilization technology both in China and abroad. We have begun earnest cooperation with the manufacturers and research institutions and we are continuously driving the implementation of the latest and most sophisticated water and wastewater treatment technology for domestic municipal and industrial applications," Mr. Fan said.

Tri-Tech CEO Mr. Warren Zhao said, "We were very pleased to be awarded the expansion contract after our ongoing success with the initial phase construction. I want to express my sincere appreciation to those front-line engineers who have worked very hard and skillfully on the Ordos project. Following the completion of the initial and expansion phases, the Ordos plant will be the world's largest treatment facility that uses ultra filtration and nano-filtration membrane technology. The Ordos facility will be capable of producing 148,000 cubic meters ultra filtered and nano-filtered water per day. The largest similar plant is the Mery-Sur-Oise Water Treatment Plant in Paris, France, which has a daily capacity of approximately 140,000 cubic meters.

"National policy places great emphasis on upgrading China's water infrastructure. We believe this policy presents a huge market opportunity for our company. The Ordos water treatment plant project will be a highly visible example of our ability to execute large projects, deploy market resources and capital and implement innovative technology," Mr. Zhao said.

BEIJING, June 21, 2011 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc. (NASDAQ: TRIT), a premier Chinese company that provides leading turn-key solutions in China for water resources, water and wastewater treatment, industrial safety and the pollution control markets, announced today that its subsidiary, Tri-Tech High-Tech (Beijing) Co. Ltd. ("Tri-Tech Beijing") has agreed to acquire 51% of Beijing Huaxia Yuan Jie Water Technology Co., Ltd. ("Yuan Jie Water").

Yuan Jie Water is a high-tech enterprise engaged in water system integration for large high-rise buildings, R&D, manufacturing, installation and sales and operation of water treatment equipment systems directly affecting consumer use.

Under the terms of the agreement, Tri-Tech Beijing will invest approximately RMB 11 million (approximately $1.7 million) into Yuan Jie Water. This includes 10 million Yuan in cash as well as intellectual property worth 990,000 Yuan. The closing will occur upon completion of corporate and regulatory formalities in China. The two companies are in the process of capital injection and equity change registration in accordance with Chinese regulations. The transaction is expected to be completed by the end of June 2011.

BEIJING, June 14, 2011 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc.(NASDAQ: TRIT), a premier Chinese company that provides leading turn-key solutions in China for water resources, water and wastewater treatment, industrial safety and the pollution control markets, announced today that its subsidiaries, Tri-Tech International Investment Inc. and Tri-Tech Infrastructure, LLC, have acquired the operating assets of J&Y International Inc., a company based in Menomonee Falls, Wisconsin. The acquisition closed effective as of June 9, 2011.  

The purchase price is an amount up to $1,500,000 to be paid in up to four installments of cash and Tri-Tech stock, subject to an earn-out purchase price payment to be made based upon the earnings before interest, taxes, depreciation and amortization of the J&Y business through December 31, 2012.  

J&Y designs and manufactures industrial chemical water recovery systems, desalination plants, domestic and industrial wastewater treatment systems and reverse osmosis filtration systems.

BEIJING, June 8, 2011 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc.(NASDAQ: TRIT), a premier Chinese company that provides leading turn-key solutions in China for water resources, water and wastewater treatment, industrial safety and the pollution control markets, announced today that its affiliate, Beijing Yanyu Water Tech Co., Ltd. (Yanyu), has won flash flood monitoring and forecasting projects in six districts and counties in Yichun City, Heilongjiang Province. The contract value is RMB24.82 million or $3.83 million.

Tri-Tech will establish flash flood monitoring and early warning systems including production, software development, equipment procurement, system integration, installation and commissioning, technical training, technical services, equipment commissioning and after sales services. All projects are expected to begin in mid-June 2011 and be completed by mid-August 2011. Tri-Tech expects to recognize all revenues from the project in 2011.

Yanyu General Manager Mr. Yongzhen Zhuang said, "With the expanded application of Yanyu's flash flood early warning system country wide, a growing number of users and system integrators have chosen to use our monitoring and warning platform, proven RTU and intelligent voice alarm products. In the meantime, we continue to expand our product sales reach and we are working closely with local partners as well as local system integrators to further expand our market share."

Mr. Warren Zhao, CEO of Tri-Tech, said: "Following our successful bid for flash flood control projects in six counties of Anhui, Gansu and Shandong provinces, Yanyu has won the bid for six districts and counties in Yichun City of Heilongjiang Province. This demonstrates the efficiency of Yanyu's marketing team. China's flash flood prevention program is currently in full swing. After the drought in the southern region of the country in the spring of this year, heavy rainfall has created significant risk of geological disasters. Yanyu is actively participating in flash flood prevention measures for monitoring and warning systems of non-engineering construction projects in different provinces. We are confident that through our advanced monitoring and flash flood warning systems, we will be able to reduce losses in disaster-prone areas and enhance the security and well being of the people living in those areas."

BEIJING, May 25, 2011 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc.(NASDAQ: TRIT), a premier Chinese company that provides leading turn-key solutions in China for water resources, water and wastewater treatment, industrial safety and the pollution control markets, today announced that its affiliate, Beijing Yanyu Water Tech Co., Ltd ("Yanyu"), has been awarded a contract for flash flood monitoring and forecasting projects valued at 20.87 million Yuan, or $3.2 million.

According to the contract, the company will establish flash flood monitoring and forecasting systems in six counties of Anhui, Shandong, and Gansu provinces. The systems include information collection sub-systems, early warning systems and early warning information dissemination platforms. The scope of work includes production, software development, equipment procurement, system integration, installation and commissioning and after-sale service. All projects are expected to be completed by the end of June 2011.

Tri-Tech Holding CEO Mr. Warren Zhao said, "With the further allocation of water conservation construction funds, flash flood prevention work in each province is in full swing. In the past few months, we actively explored the market and intensified our communications with target customers. After winning two flash flood monitoring and forecasting projects in Hunan Province and Inner Mongolia in March 2011, we pursued these projects in Anhui, Gansu, and Shandong provinces. We are now tracking potential projects in other regions to expand our market share."

BEIJING, May 20, 2011 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc. (NASDAQ: TRIT), a premier Chinese company that provides leading turn-key solutions for the water resources, water and wastewater treatment, industrial safety and pollution control markets, today announced that its affiliate, Beijing Satellite Science & Technology Co., Ltd. ("BSST"), won a public bid to provide analysis and monitoring equipment to the Uzbekistan Branch of China Petroleum Engineering Construction Corporation ("CPECC"). The total contract amount for BSST's portion of the project is US$1.02 million.

According to the contract, BSST will provide on-site analysis systems and natural gas quality analysis and monitoring equipment to two stations of CPECC's Branch in Uzbekistan. The equipment includes a chromatographic analyzer, a water dew point analyzer, a hydrocarbon dew point analysis analyzer, a hydrogen sulfide analyzer, a combustible gas alarm apparatus, sound and light alarms, explosion-proof axial fans, explosion-proof air conditioner and other technical equipment. BSST will provide procurement of all equipment and components, system integration, installation, commissioning, etc. Completion of the project is slated for the end of October 2011.

President of Tri-Tech, Mr. Gavin Cheng, said, "Our new project will help CPECC monitor gas conditions during the gas production process to maximize the rate of qualified products and minimize the impact of gas leak on the environment. The project's closed system for on-site analysis is designed for safety at the industrial site. We have also promoted safety by making the project explosion-proof and preventing environment pollution and interference from other site activities. BSST will continue developing safety production process capabilities, enriching product and service lines for domestic and overseas safety and pollution control markets," Cheng said.

Tri-Tech Holding CEO, Mr. Warren Zhao, added, "We are pleased with BSST's first overseas production safety project after affiliating with Tri-Tech. BSST has a strong customer base in the oil, gas and petrochemical industries. We closely track our customers' business opportunities domestically and, as this project demonstrates, internationally. We will continue to seek safety and pollution control related business opportunities with our customers in China and abroad. We believe the CPECC project in Uzbekistan provides a strong opportunity to implement our international market development strategy."

BEIJING, May 13, 2011 /PRNewswire-Asia-FirstCall/ -- Tri-Tech Holding Inc., a premier Chinese company that provides leading turn-key solutions in China for the water resources, water and wastewater treatment, industrial safety and pollution control markets, announced today that

• revenue for the first fiscal quarter ended March 31, 2011 increased 314% to $17.6 million from $4.2 million in Q1 2010.
• Net income for the quarter was $1.7 million or a 108% increase over net income of $0.8 million in Q1 2010.
• Diluted EPS was $0.21 per diluted share compared to that of $0.15 in Q1 2010.

The Company reaffirms the previously announced guidance for the year 2011.  Revenue will reach the range of $69 million to $80 million. Net income will likely be between $11.0 million and $12.8 million. These are the Company's targets, not predictions of actual performance. The foregoing statements regarding targets are forward-looking and actual results may differ materially.

Chief Executive Officer Warren Zhao said, "Tri-Tech's solid first quarter results reflected expected growth in our three lines of businesses, Water/Wastewater Treatment and Municipal Infrastructure, Water Resource Management and Engineering Services and Industrial Pollution Control and Safety. These results provide us with an excellent start to 2011 and bode well for our future. We believe Tri-Tech will continue to maintain rapid growth by providing reliable and workable solutions to complex environmental challenges faced by China's national and local governments and enterprises and addressed in the 12th Five-Year Plan. Our businesses are poised to directly benefit from the increased investment in water and environmental protection infrastructure as China focuses on the sustainability of its economic growth.

TRI-TECH HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

The Company may require additional capital to undertake new and larger projects or to complete strategic acquisitions in the future. In the event its current capital is insufficient to fund these and other business plans, the Company may take the following actions to meet such working capital needs:

  •   The Company may look into the possibilities for optimizing its funding structure by obtaining short- and/or long-term debt through commercial loans. In 2010, the Company obtained a credit line from Bank of Hangzhou for RMB 100,000,000 (approximately $15,000,000). The Company is also actively exploring opportunities with other major Chinese banks, such as ICBC and CITIC Bank, and it expects to acquire more lines of credit to enable it to gain more project opportunities in the future. Other financing instruments into which it is currently looking include supply chain financing, project financing, trust fund financing and capital leasing.

  •   The Company may improve its collection of accounts receivable. Most of its clients are central, provincial and local governments. The Company believes that its clients are in good financial positions. Therefore, it expects to collect more cash from its relatively high accounts receivable, and use the cash collected in business expansion. The accounts receivable collection should catch up with its rapid growth in the near future.
 

This GeoBargain came through with a great 2010 fourth quarter. EPS grew 33%, in-line with analyst estimates. We were equally impressed with the well articulated press release which implied that growing using equity capital is not a preferable option. We have interviewed this company in the past and actually believe them on this point!!!  The company issued an EPS guidance range of $1.35 t $1.57. The midpoint of this guidance is in line with analyst estimates of $1.45; which could prove to be conservative if the company receives additional bank financing and/or consummates an acquisition (both appear likely). TRIT will remain on the GeoBargain list. But investors should be aware that

•  EPS growth for the 2011 first quarter may be negligible, before rapidly accelerating in the remaining three quarters.
• Shares may face pressure due to the fact that the low end of the company's full year 2011 EPS guidance is less than analyst estimates.

The company will release its 10K after a 9am EST conference call Friday morning. We had hoped that the 10K would have been available before the call. We are still delving into SAIC filings that are in order except for a mismatch in liabilities.

see original note

see Dan France report

see outlook

See earnings review of all ChinaHybrids on our Blog.

FY2010 Highlights

• Revenue for FY 2010 increased 159% to $43.5 million from $16.8 million in FY 2009.
• Revenue from the Water, Wastewater Treatment and Municipal Infrastructure segment increased 113% to $19.1 million.
• Revenue from the Water Resource Management System and Engineering Service segment declined 30% to $5.5 million.
• Revenue from the new segment, Industrial Pollution Control and Safety, was $19.0 million in FY 2010.
• Gross profit (exclusive of depreciation and amortization) increased 123% to $14.8 million for FY 2010 from $6.6 million in FY 2009.
• Gross margin for FY 2010 was 34% vs 39% for FY 2009.
• Income from operations increased 113% to $8.7 million from $4.1 million in FY 2009.
• Net income increased 83.8% to $7.1 million from $3.9 million in FY 2009.
• Diluted earnings per share increased to $0.98 from $0.92 in 2009.
• Weighted average number of diluted shares outstanding was 7,208,969 for FY2010 compared to 4,170,879 for FY 2009.
• A follow-on public offering was completed on April 20, 2010 for the issuance of 2,366,833 ordinary shares at an offering price of $14.00 per share. This included the additional issuance of 224,083 ordinary shares from an over-allotment option exercised by the underwriters on May 5, 2010. The company netted $30.3 million from the offering.

Fourth Quarter 2010 Highlights

• Revenue for Q4 2010 increased 143% to $14.3 million from $5.9 million in Q4 2009.
• Gross profit (exclusive of depreciation and amortization) increased 144% to $5.5 million for Q4 2010 from $2.3 million in Q4 2009.
• Q4 2010 gross margin was 38%, equal to that of Q4 2009
• Income from operations increased 188% to $3.3 million from $1.1 million in Q4 2009.
• Net income increased 96% to $2.6 million from $1.3 million in Q4 2009.
• Diluted earnings per share increased to $0.32, from $0.24 in Q4 2009.
• Weighted average number of diluted shares outstanding was 8.11 million as of the quarter ended December 31, 2010 compared with 5.54 million as of the quarter ended December 31, 2009.

Acquisitions

The company is selectively targeting acquisitions that will add significant value and further enhance its growth. Using a disciplined and conservative approach, the company is studying several prospects and expects to close one or two deals in the near future. The company continues to pursue MBR membrane technology, forward osmosis membrane technology and the latest ecological engineering for wastewater treatment along with advanced solid-liquid separation technology.

Order Backlog and Pipelines

As of December 31, 2010, the company had a total backlog of $59.6 million to be collected in 2011, including $52.3 million in the Water, Wastewater Treatment and Municipal Infrastructure segment. The remaining $7.3 million is in the Water Resource Management ($1 million) and Industrial Pollution Control and Safety segment ($6.3 million).

The company is currently tracking potential projects with a total expected value of $89.7 million, about $58.1 million of which is in the Water, Wastewater Treatment and Municipal Infrastructure segment, $18.3 million in the Water Resource Management segment and $13.3 million in the Industrial Pollution Control and Safety segment.

2011 Outlook

In 2010, Tri-Tech exceeded the company's guidance for total revenue of $40.6 million and net income of $7.0 million. For the year of 2011, the company anticipates

• revenue will reach the range of $69 to $80 million.
• Net Income will likely be between $11.0 and $12.8 million.
• Assuming a number of total outstanding shares of 8,124,433, the company expects EPS will be within the range of $1.35 to $1.57.

These are the company's targets, not predictions of actual performance. The foregoing statements regarding targets are forward-looking and actual results may differ materially.

"We ended 2010 with cash reserves of $24.9 million and receivables of $19.4 million. In addition, we have a $15 million line of credit from the Bank of Hangzhou and we are in active negotiations with other major Chinese banks for additional lines of credit. We believe we will have sufficient funds to continue our growth in 2011.

As we hinted speculated in yesterday's note, TRIT shortfall in 2010 fourth quarter guidance is solely the result of severe weather conditions that will push revenues into 2011. The company is still confident that it will experience strong and profitable growth in 2011.

Development that  investors need to be cognizant of:

Cost of Revenue Our cost of revenue was $12,382,112 in the quarter ended September 30, 2010, an increase of $9,392,023, or 314.1%, compared to cost of revenue of $2,990,089 in the quarter ended September 30, 2009. The increase in our cost of revenue resulted directly from the increased amount of projects during the period. The increase in cost of revenue in the quarter ended September 30, 2010 was more than the increase in revenue because during the period, the proportion of revenue attributable to software sales with high gross margin declined. Meanwhile, due to the impact of the Chinese governmental stimulus plan, the basic materials and equipment price escalation caused the increase in costs, which in turn offset the increase of the revenues, resulting in the lower gross margin. The Company plans to minimize the negative impact of the increase in costs through optimization of product and system design, leveraging our purchasing bargain power, and locally sourcing equipment. As for the existing longer term projects, with a more prudent estimate, the Company foresees the impact being a continuous increase in material costs. Taking these factors into account, the Company is going to adjust its financial forecast in a timely manner to reflect more reliable cost estimates during the course of contract execution.

Third Quarter 2010 Financial Performance

• Revenue was $16.9 million in the quarter ended September 30, 2010, an increase of $12.0 million, or 244%, compared to revenue of $4.9 millionin the same period of 2009.

• Net income attributable to the shareholders of TRIT was $2.2 million, an increase of $1.17 million, or 109%, compared to net income attributable to the shareholders of TRIT of $1.1 million in the same period of 2009.

• Diluted EPS was $0.28 based on net income of $2.24 million and diluted shares outstanding of 7.93 million as of September 30, 2010. This compares with net income of $1.1 million or $0.27 diluted EPS based on diluted shares outstanding of 3.95 million in Q3' 2009.

Chief Executive Officer Warren Zhao said, "Strong results from our Water/Wastewater Treatment and Municipal Infrastructure segment contributed to our strong financial performance in the quarter. We also realized excellent results from our Industrial Pollution Control and Safety business segment and continuing growth from our Water Resources, Management Systems and Engineering Services segment. This growth will likely enable us to meet our performance expectations for the year. We experienced a strong increase in our growing pipeline of projects and increasing opportunities for new business are very visible.

"We are actively working with local Chinese banks to provide us with financial support. We have been granted a total line of credit for RMB100 million (approximately US$15 million) by the Bank of Hangzhou, Beijing Branch. We are also working with other major Chinese banks and expect to acquire more lines of credit to enable us to bid on more and larger projects. The line of credit provides us with the ability to expand and grow our business in a non-dilutive manner. It also strengthens our financial flexibility and optimizes our capital structure," Mr. Zhao said.

Order Backlog

As of October 29, 2010, the Company had a total backlog of $54.9 million, most likely to be collected by the end of 2011. This included $50.5 million in Municipal Water and Wastewater Services, $0.4 million in Water Resources Services and $4.0 million in Industrial Sector Services.

Updated 2010 Outlook

For 2010, the Company now anticipates revenues will reach $40.6 million. Net income is expected to reach $7 million. These are the Company's targets, not predictions of actual performance. The foregoing statements regarding targets are forward-looking and actual results may differ materially.

GeoTeam Note:

TRIT's guidance is at the low end of its previous guidance and appears to be well short of analyst 2010 fourth quarter EPS estimates of $0.44. We calculate that fourth quarter EPS will now come in at around $0.23. Unfortunately, the press release did not address the reasons for the low end guidance, an oversight we put squarely on the shoulders of the investor relation firm.  We are assuming that the light guidance is a result of the lumpy nature of TRIT's business and that revenues will be pushed into 2011, but we need to listen to the conference call tomorrow morning to confirm this thought. We had pointed out this risk in our most recent note.  The one positive from the release and what could regain investor confidence is the inference that TRIT is close to securing debt financing. If this comes to fruition TRIT can bid on much more projects in 2011.

On October 21, 2010, we issued a short-term trade alert on TRIT @ $13.00.  Subsequently, we  coded TRIT as a GeoBargain.  Here are some key points supporting our rationale:

1. With the current quality issues taking place in the ChinaHybrid space, we tend to approach ChinaHybrid companies that listed in the U.S. via an initial public offering with added enthusiasm.  While not a certainty, the due diligence performed by investment bankers should be more intense as compared to reverse takeover (RTO) transactions. It should be noted that the investment bank that brought TRIT public is not a high profile name, a fact that could give investors some pause.

2. The market opportunity that TRIT is chasing is huge and supported by government initiatives.

China’s environmental infrastructure in general, and its water infrastructure in particular, are under great stress. China has a smaller water supply than the United States but approximately five times as many people. China faces water scarcity, frequent floods in the south and east and droughts in the north and west, serious water pollution and heavy strains on the environment. Water usage in China has quintupled since 1949. In short, China struggles to procure, clean and provide enough potable water for a growing population.

As a result of the high population density in China, the poor ratio of available water supply to demand, and the further regional imbalances in available water resources, China faces serious challenges in managing its supply of usable water.

To address these challenges, the Chinese government has enacted stricter environmental standards and invested significantly in water treatment projects to promote sustainable economic growth to provide the population with affordable, purified water

3. TRIT is Building investor confidence

• On October 28, 2010, Tri-Tech Holding announced $15 million line of credit with Bank of Hangzhou, adding credibility to its story.
• TRIT approved a share buy back program on May 27, 2010 when the price per share was $9.31.

4. After the 2010 third quarter, EPS is expected to grow at least 36% for the next five quarters.  2011 EPS is expected to increase 37% to $1.53. We feel significant upside to analyst EPS estimates exist if the company is able to obtain more debt financing. 

5. Dilution appears to be a low level probability.

Due to the increase in purchase orders, our company has experienced some pressure from a shortage in working capital. We received net proceeds from our follow-on offering of approximately $30.67 million in 2010, which we are using for working capital, product research and development, acquisition and sales and marketing.

However, we may require additional capital to undertake new and larger projects or complete strategic acquisitions in the future. In the event that our current capital is insufficient to fund these or other business purposes, we may take the following actions to meet such working capital needs:

We can improve our collection of accounts receivable. Most of our clients are central, provincial and local governments. Due to the current situation with the central government stimulus plan and increases in bank liquidity, we believe our clients are in good financial positions. Therefore, we expect to collect more cash from our relatively high accounts receivable, and use the cash collected in our business expansion;

We may incur short-and/or long-term debt through commercial loans. As of June 30, 2010, our company had long-term debt of $36,556 that will be repaid within 10 months and short-term debt of $0. Therefore, we believe we are in a strong position to utilize debt, if deemed appropriate by management.

It appears that TRIT is in a situation where it can't keep up with demand. This gives us a degree of confidence that bank loans should be easy to come by. We have urged the company to issue EPS guidance, signaling that an imminent equity raise may not be around the corner.

Sell Discipline:

As with all ChinaHybrid portfolio holdings, we plan to methodically sell shares if the stock's price rises or if the fundamental picture changes.  We believe that TRIT has the potential to be a $23.00 stock if management can convince investors that it is a high quality growth company.

Review of SAIC filings

2008 SAIC filings are fairly close to 2008 SEC filings, giving us some of confidence that TRIT can attain premium valuation multiples.  Investors may want to know that TRIT management believes that drastic differences between SAIC and SEC filings should not be taken lightly.  TRIT is a variable interest entity (VIE), which makes our findings even more surprising.

2008 Income Statement SEC vs. SAIC 

• Revenues are 25% higher in SEC filings.  However, the cost of goods sold is also higher in the SEC filing with operating expenses within 4% of the SAIC filing, leading to nearly identical pre-tax income.
• We need to probe into the amount of PRC  taxes TRIT paid in 2008.  The SAIC filing does not contain a tax paid entry; Net income is identical to pret-tax income.  The SEC filing does contain entries for deferred taxes and taxes payable which could explain this issue.

Balance Sheet SEC vs SAIC 

• Total assets are within 4.5%
• Total liabilities are understated by 44%.  Of course, we have some concerns regarding  this matter and have asked management for an explanation. We can not guarantee they will respond.

We have asked GeoInvesting Contributor, Dan France, to take a look at the TRIT story. 

Risks associated with TRI-Tech:

• We have not been able to obtain SAT filing data to confirm SAIC information.
• Company needs to explain difference between total liabilities in the SAIC and SEC filings.
• Quarters can be difficult to predict due to timing issues related to large contracts.
• Rino Intl (NASDAQ:RINO), a company with a similiar industry focus as TRIT, has been targeted by Muddy Waters. 
• We have not performed on the ground due diligence
• Although TRIT is expected to report above average growth starting in the 2010 fourth quarter, analysts expect EPS growth of only 6% in the 2010 third quarter ($0.29 vs $0.27). Investors may sell shares if the company does not handily beat estimates. Assuming guidance is intact, we would view this scenario as noise.  Also, ChinaHybrid stocks have been pulling back upon the release of financial reports. Conservative investors may want to review third quarter financials, slated to be released on November 15, 2010, before making an investment decision.

Second Quarter 2010 Financial Performance:

Order Backlog

As of August 13, 2010, the company had a total backlog of $20.9 million, including $15 million in municipal water and wastewater services, $1.1 million in water resources services and $4.8 million in industrial sector services.

Updated 2010 Outlook

For 2010, the company reaffirms its previously announced guidance:

• Revenues will range between $40.6 million and $50.5 million.
• Net income is expected to reach between $7 million and $9.2 million.

Management Comment

Chief Executive Officer Warren Zhao said, "Strong results from our Water/Wastewater Treatment and Municipal Infrastructure, Water Resources, Management Systems and Engineering Services and our newly formed Industrial Pollution Control and Safety business segments have provided a solid foundation toward meeting our performance expectations for the year. We have a large pipeline of projects as well as increasing opportunities for new business.

"As a result of our successful capital raise, our company is financially strong enough to execute our plans with over $31 million in cash and working capital of over $50 million.