-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O+Jdohrk0IVAVEuXkMs8tZHD9oglV7BEETuSvSRGlviQpJaPQtFWE1jrvWg0vyux Lm1D4tPMTc5k6h2icW3R2A== 0001144204-10-059384.txt : 20101112 0001144204-10-059384.hdr.sgml : 20101111 20101112083031 ACCESSION NUMBER: 0001144204-10-059384 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101112 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sutor Technology Group LTD CENTRAL INDEX KEY: 0001041177 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 870578370 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33959 FILM NUMBER: 101182878 BUSINESS ADDRESS: STREET 1: 426 SOUTH 1000 EAST CITY: SALT LAKE CITY STATE: UT ZIP: 84102 BUSINESS PHONE: 8015371237 MAIL ADDRESS: STREET 1: 426 SOUTH 1000 EAST STREET 2: #704 CITY: SALT LAKE CITY STATE: UT ZIP: 84102 FORMER COMPANY: FORMER CONFORMED NAME: SUTOR TECHNOLOGY DATE OF NAME CHANGE: 20070320 FORMER COMPANY: FORMER CONFORMED NAME: BRONZE MARKETING INC DATE OF NAME CHANGE: 19990719 8-K 1 v202160_8-k.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): November 12, 2010

SUTOR TECHNOLOGY GROUP LIMITED

(Exact name of registrant as specified in its charter)

Nevada
000-51908
87-0578370
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)

No 8 Huaye Road
Dongbang Industrial Park
Changshu, 215534
People’s Republic of China

(Address of principal executive offices)

(+86) 512-52680988
(Registrant's telephone number, including area code)
 
 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 2.02. 
Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure.

On November 12, 2010, Sutor Technology Group Limited (the “Company”) issued a press release announcing earnings for the first fiscal quarter ended September 30, 2010 and conducted a conference call to discuss those results. A copy of the press release, which the Company is furnishing to the Securities and Exchange Commission, is attached as Exhibit 99.1 and incorporated by reference herein.

The information contained in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or such exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits

Exhibit
No.
Description
 
99.1       Press Release dated November 12, 2010

 
I

 
SIGNATURE


   
SUTOR TECHNOLOGY GROUP LIMITED
 
       
       
 
By:
/s/ Lifang Chen
 
   
Lifang Chen
 
   
Chief Executive Officer
 

Dated: November 12, 2010

 
 

 
 
EXHIBIT INDEX
 
Exhibit
Description
   
99.1
Press Release dated November 12, 2010

 
 

 
 
EX-99.1 2 v202160_ex99-1.htm Unassociated Document
 
SUTOR TECHNOLOGY GROUP LIMITED ANNOUNCES FIRST QUARTER FINANCIAL RESULTS OF FISCAL YEAR 2011


CHANGSHU, China, November 12/PRNewswire-Asia/ -- Sutor Technology Group Limited (the “Company”, “Sutor”) (Nasdaq: SUTR), a leading China-based manufacturer and distributor of high-end fine finished steel products and welded steel pipes used by a variety of downstream applications, today announced its financial results for the first quarter of fiscal year 2011, ended September 30 2010.

First Fiscal Quarter 2011 Financial Results:

   
1QFY2011
   
1QFY2010
   
Change
 
Revenues (million):
  $ 101.9     $ 123.8       -17.7 %
Gross profit (million):
  $ 8.4     $ 4.4       91.4 %
Gross margin
    8.3 %     3.6 %     132.4 %
Net income (million):
  $ 3.4     $ 0.5       581.6 %
EPS
  $ 0.08     $ 0.01       535.5 %

Commenting on the first fiscal quarter’s performance, Ms. Lifang Chen, Chairwoman and CEO of Sutor said, “I am pleased with the significant increases in gross profits, net income and earnings per share. In the first fiscal quarter, our orders and production output was more heavily focused on advanced PPGI products that required sophisticated processing procedures and hence more production time. The result was lower total production volume, but higher profit margin products. In addition, Sutor benefited from higher commodity prices and sales prices as inflation pressures were present in the major sectors of the economy.”

Ms. Chen continued, speaking about the strategy and outlook for the Company, “We accelerated our efforts to tap into new geographic markets including opening a new regional office in Chongqing, a major economic hub in Southwestern China. The region is expected to enjoy higher economic growth rate than the rest of China due to the Chinese government’s preferential going-to-the-west policies.”

“In the coming months, we plan to participate in a number of international steel products trade shows in an effort to increase our brand recognition and build a strong global presence. As part of our long-term growth strategy, we continue to pursue selective domestic M&A opportunities and seek other opportunities for strategic cooperation with leading domestic and international steel companies to produce advanced products to meet the increasing demand from the on-going urbanization and industrial upgrading in China. We are optimistic about our financial outlook and expect improved financial performance for fiscal year 2011 over the last fiscal year.” Ms. Chen concluded.

First Fiscal Quarter 2011 Financial Results:

Revenues. Revenues were $101.9 million in the first fiscal quarter of 2011, compared to $123.8 million for the same period last year, a decrease of $21.9 million, or approximately 17.7%. The decrease was primarily attributable to lower production volume for our PPGI products and reduced trading businesses. During the first fiscal quarter of 2011, we produced more advanced PPGI products that required sophisticated processing procedures and hence more production time than we did in the same period a year ago. We also made a strategic decision to significantly reduce our subsidiary Ningbo Zhehua’s lower-margin steel trading business, which contributed to lower total sales revenues.
 

 
Gross profit. Gross profit was $8.4 million in the first fiscal quarter of 2011, compared to $4.4 million in the same period last year, an increase of $4.0 million, or approximately 91.4%. Gross margin increased to 8.3% for the first fiscal quarter of 2011 from 3.6% for the same period last year. The increased gross margin mainly resulted from changes in product mix and reduced lower margin trading revenues.

Selling expenses. Selling expenses were $1.4 million for the first fiscal quarter of 2011 compared to $1.6 million in the same period last year, a decrease of 13.9%. The decrease was mainly attributable to lower sales revenues.

General and administrative expenses. General and administrative expenses were $1.6 million in the first fiscal quarter of 2011, compared to $1.3 million in the same period last year, an increase of $0.3 million, or approximately 27.0%. The increase was partially due to a credit to the expenses related to fixed assets in the same period last year and some one-time office building renovation expenses for the current period.

Income from operations. Income from operations was $5.4 million in the first fiscal quarter of 2011 compared to $1.5 million in the same period last year, an increase of $3.9 million, or approximately 258.4%.

Net income. Net income was $3.4 million in the first quarter of fiscal 2011, compared to $0.5 million in the same period last year, an increase of $2.9 million, or approximately 581.6%.

Financial Condition:

As of September 30, 2010, the Company had cash and cash equivalents of $17.1 million plus $45.1 million in restricted cash and working capital of $107.5 million. Stockholders’ equity increased 3.9% to $177.4 million, compared to $170.8 million as of June 30, 2010. The management expects to have sufficient capital for normal operations at its current level during the remainder of fiscal year 2011.

Conference Call Information

Sutor’s management will host an earnings conference call today, November 12, 2010, at 9:00 a.m. Eastern time. Listeners may access the call by dialing US: +1-877-847-0047, CN: 800 876 5011, HK +852 3006 8101, access code: SUTR. A recording of the call will be available shortly after the call through December 12, 2010. Listeners may access it by dialing US: +1-866-572-7808, CN: 800 876 5013, HK: +852 3012 8000, access code: 480651.

Functional Currency and Translating Press Release

The functional currency of the Company is the Chinese Yuan Renminbi (“RMB”); however, the accompanying financial information has been expressed in the US Dollars (“USD”).  The consolidated balance sheets have been translated into USD at the exchange rates prevailing at each balance sheet date.  The consolidated statements of operations and cash flows have been translated using the weighted-average exchange rates prevailing during the periods of each statement. Transactions in the Company’s equity securities have been recorded at the exchange rate existing at the time of the transaction.
 

 
About Sutor Technology Group Limited

Sutor (Nasdaq: SUTR) is a leading China-based manufacturer and distributor of high end fine finished steel products and welded steel pipes used by a variety of downstream applications. The Company utilizes a variety of in-house developed processes and technologies to convert steel manufactured by third parties into fine finished steel products, including hot-dip galvanized steel, pre-painted galvanized steel, acid-pickled steel, cold-rolled steel and welded steel pipe products. To learn more about the Company, please visit http://www.sutorcn.com/en/index.php.

Forward-Looking Statements

This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements.  Such statements include, among others, those concerning our ability to capitalize on the Chinese government’s policies, our expected financial performance, liquidity and strategic and operational plans, our future operating results, our expectations regarding the market for our products, our expectations regarding the steel market, as well as all assumptions, expectations, predictions, intentions or beliefs about future events.  You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause our actual results to differ materially from those anticipated, expressed or implied in the forward-looking statements.  These risks and uncertainties include, but not limited to, the factors mentioned in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended June 30, 2010, and other risks mentioned in our other reports filed with the Securities Exchange Commission, or SEC.  Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system (EDGAR) at http://www.sec.gov.  The words "believe," "expect," "anticipate," "project," "targets," "optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.  The Company assumes no obligation and does not intend to update any forward-looking statements, except as required by law.

For more information, please contact:

Mr. Jason Wang, Director of IR
Sutor Technology Group Limited
Tel: +86-512-5268-0988
Email: investor_relations@sutorcn.com
 

 
Financial Tables:

Sutor Technology Group Limited And Subsidiaries Consolidated Balance Sheets


   
September 30,
   
June 30,
 
   
2010
   
2010
 
             
ASSETS
           
Current Assets:
           
Cash and cash equivalents
  $ 17,084,036     $ 13,336,736  
Restricted cash
    45,097,082       48,315,962  
Trade accounts receivable, net of allowance for doubtful accounts of $424,523 and $498,620, respectively
    8,364,446       10,913,736  
Other receivables
    1,216,071       929,507  
Advances to suppliers, related parties
    98,558,271       96,776,181  
Advances to suppliers, net of allowance of $428,505 and $542,490, respectively
    12,277,368       8,304,246  
Inventory, net of allowance for impairment of $103,711 and $102,028, respectively
    36,814,616       40,179,358  
Notes receivable
    552,973       73,437  
Deferred income taxes
    300,626       329,414  
                 
Total Current Assets
    220,265,489       219,158,577  
                 
Property and Eqipment, net of accumulated depreciation of $28,202,200 and $25,914,352, respectively
    69,666,934       70,018,522  
Intangible Assets, net of accumulated amortization of $439,362 and $415,178, respectively
    3,027,570       2,995,488  
                 
                 
TOTAL ASSETS
  $ 292,959,993     $ 292,172,587  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current Liabilities:
               
Accounts payable
  $ 12,869,095     $ 23,954,009  
Advances from customers
    11,524,787       6,769,481  
Other payables and accrued expenses
    5,056,926       4,688,324  
Other payables - related parties
    412,057       352,495  
Short-term notes payable
    82,286,908       82,128,484  
Short-term notes payable - related parties
    597,184       587,492  
 
               
Total Current Liabilities
    112,746,957       118,480,285  
Long-Term Notes Payable
    2,859,995       2,859,995  
Long-Term Notes Payable - Related Parties
    -       -  
Total Liabilities
    115,606,952       121,340,280  
                 
Stockholders' Equity
               
Undesignated preferred stock - $0.001 par value; 1,000,000 shares authorized; no shares outstanding
    -       -  
Common stock - $0.001 par value; 500,000,000 shares authorized, 40,715,602 shares outstanding
    40,715       40,715  
Additional paid-in capital
    42,496,949       42,465,581  
Statutory reserves
    12,629,151       12,629,151  
Retained earnings
    99,577,496       96,164,928  
Accumulated other comprehensive income
    22,608,730       19,531,932  
Total Stockholders' Equity
    177,353,041       170,832,307  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 292,959,993     $ 292,172,587  


 
Sutor Technology Group Limited And Subsidiaries Consolidated Statements of Operations And Comprehensive Income


   
For The Three Months Ended
 
   
September 30
 
   
2010
   
2009
 
             
Revenue:
           
Revenue
  $ 39,560,159     $ 56,804,565  
Revenue from related parties
    62,386,937       67,003,757  
      101,947,096       123,808,322  
                 
Cost of Revenue
               
Cost of revenue
    31,930,290       54,330,912  
Cost of revenue from related party sales
    61,581,246       65,068,922  
      93,511,536       119,399,834  
                 
Gross Profit
    8,435,560       4,408,488  
                 
Operating Expenses:
               
                 
Selling expense
    1,380,478       1,604,096  
General and administrative expense
    1,643,145       1,294,215  
                 
Total Operating Expenses
    3,023,623       2,898,311  
Income from Operations
    5,411,937       1,510,177  
                 
Other Income (Expense):
               
Interest income
    189,313       480,572  
Other income
    22,037       319,803  
Interest expense
    (1,534,810 )     (1,346,898 )
Other expense
    (65,714 )     (239,589 )
Total Other Income (Expense)
    (1,389,174 )     (786,112 )
                 
Income Before Taxes
    4,022,763       724,065  
Provision for income taxes
    (610,195 )     (223,389 )
                 
Net Income
  $ 3,412,568     $ 500,676  
                 
Basic Earnings per Share
  $ 0.08     $ 0.01  
Diluted Earnings per Share
    0.08       0.01  
                 
Basic Weighted Shares Outstanding
    40,715,602       37,955,602  
Diluted Weighted Shares Outstanding
    40,715,602       37,955,602  
                 
Net Income
  $ 3,412,568     $ 500,676  
Foreign currency translation adjustment
    3,076,798       176,789  
Comprehensive Income
  $ 6,489,366     $ 677,465  
 


Sutor Technology Group Limited And Subsidiaries

Consolidated Statements of Cash Flows


   
For The Three Months Ended
 
   
September 30
 
   
2010
   
2009
 
Cash Flows from Operating Activities:
           
Net income
  $ 3,412,568     $ 500,676  
Adjustments to reconcile net income to net cash provided by operating activities
               
Depreciation and amortization
    1,876,098       1,840,352  
Deferred income taxes
    33,807       39,646  
Foreign currency exchange loss
    31,603       -  
Stock based compensation
    31,368       -  
Gain on sale of assets
    (4,670 )     -  
Changes in current assets and liabilities:
               
Trade accounts receivable, net
    2,680,916       5,922,669  
Other receivable, net
    (267,941 )     153,474  
Advances to suppliers
    (3,789,606 )     13,256,897  
Inventories
    3,978,750       5,904,564  
Accounts payable
    (11,340,879 )     (3,482,040 )
Advances from customers
    4,590,240       (3,517,770 )
Other payables and accrued expenses
    293,252       (3,935 )
Other payables - related parties
    53,095       -  
Advances to suppliers - related parties
    (24,309 )     (28,793,173 )
Net Cash Provided by (Used In) Operating Activities
    1,554,292       (8,178,640 )
                 
Cash Flows from Investing Activities:
               
Changes in notes receivable
    (472,525 )     46,776  
Purchase of property and equipment, net of value added tax refunds received
    (371,661 )     (73,792 )
Proceeds from sale of assets
    5,899       -  
Net Cash Used In Investing Activities
    (838,287 )     (27,016 )
                 
Cash Flows from Financing Activities:
               
Proceeds from issuance of notes payable
    41,910,402       61,432,374  
Payments on notes payable
    (43,092,361 )     (60,250,220 )
Proceeds from issuance of notes payable - related parties
    -       199,932  
Payments on notes payable - related parties
    -       -  
Net change in restricted cash
    3,967,261       9,680,250  
Distribution to certain shareholders in connection with the reorganization of Ningbo
    -       -  
Net proceeds from issuance of common stock and warrants
    -       -  
Proceeds from issuance of notes payable - principal shareholder
    -       -  
Net Cash Provided By Financing Activities
    2,785,302       11,062,336  
                 
Effect of Exchange Rate Changes on Cash
    245,993       8,038  
                 
Net Change in Cash
    3,747,300       2,864,718  
Cash and Cash Equivalents at Beginning of Period
    13,336,736       10,653,438  
Cash and Cash Equivalents at End of Period
  $ 17,084,036     $ 13,518,156  
 

-----END PRIVACY-ENHANCED MESSAGE-----