EX-99.1 2 v194009_ex99-1.htm Unassociated Document
Exhibit 99.1

SGOCO Technology, Ltd. Announces
Second Quarter 2010 Financial Results

Jinjiang City, China – August 16, 2010 – SGOCO Technology, Ltd., formerly known as Hambrecht Asia Acquisition Corp. (the “Company” or “SGOCO”) (OTCBB: SGTLF), a distributor, designer and manufacturer of liquid crystal display (“LCD”) solutions in China, today announced its unaudited operating results for the three months ended June 30, 2010 (the “second quarter”).
 
Highlights
 
·  
Total revenue for the second quarter increased by 234.6% to $42.9 million from $12.8 million compared to the same period of the prior fiscal year.

·  
Gross margin for the second quarter of 2010 was 15.0%, compared to -0.3% in the second quarter of 2009.

·  
Operating income for the second quarter of 2010 was $5.3 million as compared to an operating loss of $0.2 million for the second quarter of 2009.

·  
Net income for the second quarter of 2010 was $3.8 million as compared to a net loss $0.4 million for the second quarter of 2009.

·  
Fully diluted EPS for the second quarter was $0.40, as compared to $(0.05) for the same period of the prior fiscal year. Non-GAAP diluted EPS, which excludes charges related to warrant derivative liability, was $0.46 in the second quarter, up from $(0.05) in the second quarter of 20091.

·  
The total number of retailers within the “SGOCO Club” network increased to 364 as of June 30, 2010, as compared to 206 as of March 31, 2010 and 70 as of December 31, 2009. The “SGOCO Club” network is a vertically integrated Direct Store Delivery (DSD) model initiated by the Company from the last quarter of 2009.

·  
We achieved strong growth in the second quarter thanks to accelerating sales growth and effective cost management both in operations and in business expansion,” said Mr. Or, President and CEO of SGOCO Technology, Ltd. “Sales through traditional channels and through the SGOCO Club model are both growing, effectively driving our expansion into China’s emerging retail market. “Looking ahead, we will continue to diversify our product portfolio, expand our distribution network and enhance the effectiveness of the operation so we can capitalize on the growth opportunities during the third and fourth quarter, which historically have represented the highest period of demand for consumer electronics and PCs in the Chinese market.
 ___________________________ 
1 The non-GAAP measures and related reconciliations to GAAP measures are described in the accompanying sections of “About Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Measures.”

 
 

 
 
Management’s Discussion & Analysis of the Results of Operations for the Three Months Ended June 30, 2010
 
The following analysis compares the results of operations for the second quarter of 2010 with the results of operations for the second quarter of 2009.
 
Revenue
Revenue for the second quarter ended June 30, 2010 was $42.9 million, an increase of 234.6% from $12.8 million in the second quarter of 2009. The Company relocated its manufacturing facility in mid-2009 which increased the Company’s production capacity thereby enabling the Company to sell more units. The Company saw strong sales growth through both traditional channels and the rapidly expanding “SGOCO Club” retail network.

Gross Margin
The gross margin as a percent of sales was 15.0% for the three months ended June 30, 2010, compared to -0.3% for the three months ended June 30, 2009. The negative gross margin in the second quarter 2009 was primarily attributed to reduced selling prices as the Company sought to clear excess inventories.
 
Operating Expenses
Selling, general and administrative expenses amounted to approximately $1.1 million for the three months ended June 30, 2010, an increase of approximately $0.9 million, or 555.3% compared to $0.2 million for the three months ended June 30, 2009.  $0.5 million of the increase was due to costs related to professional fees including audit and legal fees associated with being a public company as the Company completed the reverse merger in March 2010.

Provision for Income Taxes
Income tax was $0.66 million for the three months ended June 30, 2010 compared with $0.02 million in income tax benefits during the three months ended June 30, 2009.

Net Income and EPS
Net income for the second quarter of 2010 was $3.8 million, compared to a net loss of $0.4 million recorded for the same period last year. Non-GAAP net income which excludes charges related to warrant derivative liability was $4.4 million, compared to a net loss of $0.4 million a year ago. Diluted EPS was $0.40 in the second quarter of 2010, compared to $(0.05) in the second quarter of 2009. Non-GAAP diluted EPS, which excludes changes in fair value of warrant derivative liability, was $0.46 in the second quarter of 2010, compared to $(0.05) in the second quarter of 2009.

Cash, Restricted Cash and Working Capital
As of June 30, 2010, the Company had cash and restricted cash of $9.8 million and working capital of $17.3 million, compared to $11.4 million and $7.8 million as of December 31, 2009. The Current Ratio was 1.3 as of June 30, 2010 compared to 1.2 as of December 31, 2009.
 
Our principal source of liquidity has been cash flow generated from operations and borrowing from short-term bank loans. Net cash flow from operating activities for the first half of 2010 was negative $6.7 million. The negative cash flow from operations resulted from the $12.9 million increase in accounts receivable that followed the large sales increase in the second quarter of 2010.
 
The short -term bank loans represent amounts due to various banks.  These borrowings are normally due within one year and typically renewed. Since inception, the Company has faced no difficulties rolling over these loans with lenders. These types of financing arrangements are common practice in China and similar to revolving lines of credit in the United States.
 
 
 

 

About SGOCO Technology, Ltd.

SGOCO Technology, Ltd. is a distributor, designer and manufacturer of branded LCD PC monitors, LCD TVs and application-specific display products in China. SGOCO is dedicated to providing high quality, branded LCD products at affordable prices for Chinese consumers and emerging markets worldwide.

For more information about SGOCO, please visit http://www.sgoco.com

Safe Harbor and Informational Statement
 
This press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, including, without limitation, those with respect to the objectives, plans and strategies of the Company set forth herein and those preceded by or that include the words "believe," "expect," "anticipate," "future," "intend," "plan," "estimate" or similar expressions, are "forward-looking statements". Although the Company's management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company's future results to differ materially from those anticipated. The Company assumes no obligation to update any of the information contained or referenced in this press release.
 
 
 

 
 
About Non-GAAP Financial Measures

We use non-GAAP adjusted net earnings to measure the performance of our business internally by excluding non-cash charges related to warrants and shared-based compensation. We believe that the non-GAAP adjusted financial measure allows us to focus on managing business operating performance because the measure reflects our essential operating activities and provides a consistent method of comparison to historical periods. We believe that providing the non-GAAP measures that we use internally is useful to investors for a number of reasons. The non-GAAP measure provides a consistent basis for investors to understand our financial performance in comparison to historical periods without variation of non-recurring items and non-operating related charges. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing the Company’s performance and when planning and forecasting future periods. Non-GAAP measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and because they involve the exercise of judgment regarding which charges are excluded from the non-GAAP financial measure. However, we compensate for these limitations by providing the relevant disclosure of the items excluded.
 
The following table provides a non-GAAP financial measure and a reconciliation of that non-GAAP measure to the GAAP net income:
  
SGOCO TECHNOLOGY, LTD.
Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Measures
(US dollars in thousands, except per share data and percentages)
   
Three Months Ended June 30, 2010
   
Three Months Ended June 30, 2009
 
   
GAAP
   
Adjustments
   
Non-GAAP
   
GAAP
   
Adjustments
   
Non-GAAP
 
Net income
  $ 3, 829     $ 546 (a)   $ 4,375     $ (436 )     - (c)   $ (436 )
Net margin
    8.9 %     1.3 %(a)     10.2 %     -3.4 %     - (c)     -3.4 %
Diluted EPS
  $ 0.40     $ 0.06 (d)   $ 0.46     $ (0.05 )     - (c)   $ (0.05 )
                                                 
   
Six Months Ended June 30, 2010
   
Six Months Ended June 30, 2009
 
   
GAAP
   
Adjustments
   
Non-GAAP
   
GAAP
   
Adjustments
   
Non-GAAP
 
Net income
  $ 4,384     $ 1,025 (b)   $ 5,409     $ (155 )     - (c)   $ (155 )
Net margin
    7.0 %     1.6 %(b)     8.6 %     -1.0 %     - (c)     -1.0 %
Diluted EPS
  $ 0.48     $ 0.11 (d)   $ 0.59     $ (0.02 )     - (c)   $ (0.02 )

(a)
Adjustment to exclude charges related to warrant derivative liability of $546 from other expense, which was reported in the unaudited consolidated statements of income and other comprehensive income.

(b)
Adjustment to exclude charges related to warrant derivative liability of $1,025 from other expense, which  was reported in the unaudited consolidated statements of income and other comprehensive income.

(c)
Charges related to warrant derivative liability only incurred from the first quarter of 2010. No such expense incurred in 2009.

(d)
Non-GAAP diluted EPS is computed by dividing Non-GAAP net income attributable to Sgoco Technology, Ltd. by the weighted average number of dilutive ordinary shares outstanding for the respective periods.
 

 
For investor and media inquiries, please contact:
 
Ms. Peggy Yuan
Investor Relations
SGOCO Technology, Ltd.
Tel: + 86-10-5879-7435
Email: peggy@sgoco.com


 
SGOCO TECHNOLOGY, LTD. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
   
June 30,
2010
   
December 31
 2009
 
   
(Unaudited)
       
ASSETS
           
CURRENT ASSETS
           
Cash
  $ 1,980,571     $ 5,808,013  
Restricted cash
    7,822,862       5,596,699  
Accounts receivables, trade
    30,565,601       18,641,548  
Accounts receivables - related parties
    1,367,915       224,407  
Other receivables
    239,791       121,226  
Other receivables-related parties
    2,152,434        
Inventories
    11,392,204       4,011,505  
Advances to suppliers
    18,419,386       11,950,074  
Advances to suppliers - related parties
    412,917       8,954,051  
Other current assets
    129,755       20,746  
Total current assets
    74,483,436       55,328,269  
                 
PLANT AND EQUIPMENT, NET
    16,777,533       15,729,350  
                 
OTHER ASSETS
               
Intangible assets, net
    8,422,327       8,412,366  
Other non-current assets
          2,693  
Total other assets
    8,422,327       8,415,059  
                 
Total assets
  $ 99,683,296     $ 79,472,678  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
Accounts payables, trade
  $ 10,917,894     $ 3,490,937  
Accrued liabilities
    252,249       74,147  
Bank overdraft
    1,469,598       717,562  
Notes payables
    19,586,484       18,709,038  
Short term loan
    19,936,908       19,230,756  
Other payables
    475,733       382,978  
Other payables - related parties
          198,875  
Customer deposits
    1,680,046       457,761  
Customer deposits - related parties
          335,056  
Taxes payable
    2,815,296       3,872,916  
Unsecured promissory note due to shareholder
    100,000        
Total current liabilities
    57,234,208       47,470,026  
                 
OTHER LIABILITIES
               
Warrant derivative liability
    2,119,778        
Put option derivative liability
    2,000,000        
Total other liabilities
    4,119,778        
                 
Total liabilities
    61,353,986       47,470,026  
                 
COMMITMENT AND CONTINGENCIES
               
                 
SHAREHOLDERS' EQUITY
               
Preferred stock, $0.001 par value, 1,000,000 shares authorized, nil issued and outstanding as of June 30, 2010 and December 31, 2009
           
Common stock, $0.001 par value;  50,000,000 shares authorized,  16,094,756 and 14,300,000 issued and outstanding at  June 30, 2010 and December 31, 2009
    16,095       14,300  
Paid-in capital
    19,037,683       17,263,916  
Statutory reserves
    1,972,639       1,286,942  
Retained earnings
    15,092,609       11,394,086  
Accumulated other comprehensive income
    2,210,284       2,043,408  
Total shareholders' equity
    38,329,310       32,002,652  
                 
Total liabilities and shareholders' equity
  $ 99,683,296     $ 79,472,678  
 

 
SGOCO TECHNOLOGY, LTD. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
(UNAUDITED)
 
   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2010
   
2009
   
2010
   
2009
 
REVENUES:
                       
Revenues
    28,082,405       12,149,753     $ 41,166,152       13,052,419  
Revenues - related parties
    9,813,817       316,628       12,514,816       1,539,926  
Other operating income
    4,968,796       343,136       8,659,658       372,363  
TOTAL REVENUES
    42,865,018       12,809,517       62,340,626       14,964,708  
                                 
COST OF GOODS SOLD:
                               
Cost of goods sold
    24,038,131       12,310,752       34,674,228       13,057,362  
Cost of goods sold - related parties
    8,063,550       246,887       10,201,637       942,039  
Other operating expenses
    4,354,169       284,103       7,921,743       322,431  
TOTAL COST OF GOODS SOLD
    36,455,850       12,841,742       52,797,608       14,321,832  
                                 
GROSS PROFIT
    6,409,168       (32,225 )     9,543,018       642,876  
                                 
OPERATING EXPENSES:
                               
Selling expenses
    104,210       58,282       183,425       89,056  
General and administrative expenses
    1,035,719       115,685       2,354,856       268,310  
Total operating expenses
    1,139,929       173,967       2,538,281       357,366  
                                 
INCOME (LOSS)  FROM OPERATIONS
    5,269,239       (206,192 )     7,004,737       285,510  
                                 
OTHER INCOME (EXPENSES):
                               
Interest income
    19,917       902       42,762       1,596  
Interest expense
    (127,872 )     (205,330 )     (392,520 )     (357,888 )
Other income (expenses)
    (122,662 )     (47,828 )     (289,088 )     (103,548 )
Change in fair value of warrant derivative liability
    (546,288 )           (1,024,828 )      
Total other income (expenses), net
    (776,905 )     (252,256 )     (1,663,674 )     (459,840 )
                                 
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES
    4,492,334       (458,448 )     5,341,063       (174,330 )
                                 
PROVISION (BENEFIT) FOR INCOME TAXES
    662,909       (22,809 )     956,843       (19,331 )
                                 
NET INCOME (LOSS)
    3,829,425       (435,639 )     4,384,220       (154,999 )
                                 
OTHER COMPREHENSIVE INCOME
                               
Foreign currency translation adjustment
    169,379       (91,807 )     166,876       (271,541 )
                                 
COMPREHENSIVE INCOME (LOSS)
    3,998,804       (527,446 )     4,551,096       (426,540 )
                                 
EARNING PER SHARE
                               
Basic
  $ 0.04       (0.05 )   $ 0.48       (0.02 )
Diluted
  $ 0.04       (0.05 )   $ 0.48       (0.02 )
                                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
                               
Basic
    9,527,932       8,500,000       9,124,710       8,500,000  
Diluted
    9,566,229       8,500,000       9,151,044       8,500,000  
 

 
SGOCO TECHNOLOGY, LTD. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
Six months ended
June 30,
 
   
2010
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income (loss)
  $ 4,384,220     $ (154,999 )
Adjustments to reconcile net income to cash used in operating activities:
               
Depreciation and amortization
    444,832       266,357  
Change in fair value of warrant derivative liability
    1,024,828        
Change in fair value of put option
           
Change in operating assets and liabilities
               
Accounts receivables, trade
    (11,811,110 )     (4,452,283 )
Accounts receivables - related parties
    (1,137,858 )     (327,391 )
Other receivables
    (188,950 )     (1,135 )
Inventories
    (7,333,795 )     (8,335,557 )
Advances to suppliers
    (6,393,848 )     (4,876,702 )
Advances to suppliers - related parties
    8,542,234       32,019  
Other current assets
    (24,145 )     (13,900 )
                 
Change in operating liabilities
               
 Accounts payables, trade
    7,381,981       1,472,638  
Accrued liabilities
    43,271       (231 )
Notes payables
    797,609       1,705,939  
Other payables
    90,812       33,931  
Other payables - related parties
    (2,342,382 )     7,747,948  
Customer deposits
    1,215,360       150,339  
Customer deposits - related parties
    (335,034 )     1,427,445  
Taxes payable
    (1,069,014 )     (1,416,473 )
Net cash used in operating activities
    (6,710,989 )     (6,742,055 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Payments on equipments and construction-in-progress
    (2,133,720 )     (2,779,341 )
Purchase of intangible assets
          (4,896,875 )
Cash received from legal acquirer
    5,913        
Net cash used in investing activities
    (2,127,807 )     (7,676,216 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Increase in restricted cash
    (2,194,147 )     (757,168 )
Bank overdraft
    745,998        
Proceeds from government
    733,450       1,905,410  
Proceeds from short-term loan
    16,299,657       12,311,880  
Repayments on short-term loan
    (15,674,758 )      
Shareholder contribution
    366,780       2,090,000  
Proceeds from recapitalization
    5,388,083        
Payments of financing costs
    (666,468 )      
Net cash provided by financing activities
    4,998,595       15,550,122  
                 
EFFECT OF EXCHANGE RATE ON CASH
    12,759       (238,250 )
                 
(DECREASE) /INCREASE IN CASH
    (3,827,442 )     893,601  
                 
CASH, beginning of period
    5,808,013       352,568  
                 
CASH, end of period
  $ 1,980,571     $ 1,246,169  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
Interest expenses paid (net of amount capitalized)
  $ 392,520     $ 357,888  
Income taxes paid
  $ 331,700     $  
Non-cash investing activities
               
Construction-in-progress transferred to property plant and equipment
  $ 2,380,237     $