Cogo Group, Inc. First Quarter 2013 Preliminary Results: Highest Ever First Quarter Revenue

•    Unaudited revenue in the first quarter ended March 31, 2013, was approximately $182.4 million.

SHENZHEN, China, May 15, 2013 – Cogo Group, Inc. (“Cogo” or the “Company”) (Nasdaq: COGO), a leading gateway for global semiconductor companies to access the industrial and technology sectors in China, today announced its preliminary unaudited financial results for the quarter ended March 31, 2013.

Revenue in the first quarter was approximately $182.4 million, compared to $169.3 million reported in the first quarter of 2012. Gross margin for the first quarter was between 6.2% and 6.7%.

Total cash, including pledged bank deposits, was $143.3 million at the end of the first quarter of 2013, up from $141.5 million as of December 31, 2012. Bank borrowings decreased from $98.6 million as of December 31, 2012 to $81.2 million as of March 31, 2013. Net cash was $62.1 million as of March 31, 2013.

During the trading days of January 1, 2013 to May 13, 2013, the Company repurchased approximately 1.6 million shares of its ordinary shares at an average price per share of approximately $2.02 and a total cost of more than $3.2 million pursuant to the current stock repurchase program. Cogo has repurchased almost 5.2 million shares since September 24, 2012 under the current repurchase program, and there are approximately 4.8 million shares left of the 10 million shares authorized for the program. Cogo continues to view share buybacks as a strategic use of cash.

“While management is pleased with the Company’s business growth and sustainable profitability, we are disappointed with the Company’s stock performance, which is currently trading at far below its net asset value. The Company’s end market is still growing but competition has intensified. Therefore, pressure on our gross margin is rising and the Company may require more working capital to sustain growth. In light of the foregoing, management has been contemplating a long-term balanced strategy. Among other initiatives, we are currently exploring new service business opportunities that would provide higher margins. It remains management’s top priority to improve shareholder value,” said Mr. Jeffrey Kang, CEO and Chairman of Cogo.

Cogo 2013 Q1 Earnings Results Conference Call
Date/ Time:
May 15, 2013 (Wednesday) @ 8:00 PM (ET)

Conference Call: 
Toll-Free   1-877-941-4774
Toll/International   1-480-629-9760

Webcast/ Audio Recording: 
http://public.viavid.com/index.php?id=104673

Replay (from 5/15/2013 at 11:00 pm to 5/17/2013 at 11:59 pm ET):
US/ Canada Toll-Free: 1-877-870-5176 (Passcode: 4618503)
International: +1-858-384-5517 (Passcode: 4618503)

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is the leading gateway for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Broadcom, Xilinx, Atmel and others for a customer base of over 2,000 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as nearly 2,100 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smartphones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television “HDTV.” For further information:
Investor Relations
www.cogo.com.cn/investorinfo.html
communications@cogo.com.cn
H.K.:     +852 2730 1518
U.S.:     +1 (646) 291 8998
Fax:     +86 755 2674 3522

 

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our business or growth strategy such as growth in industrial, digital media, mobile handset and telecommunications end-markets or potential acquisitions, all of which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at  www.sec.gov.

Cogo Group, Inc. Schedules Conference Call on May 15, 2013 to Announce First Quarter of 2013 Earnings Results

SHENZHEN, China, May 6, 2013/ — Cogo Group, Inc. (NASDAQ: COGO) Cogo, one of the leading gateways for global semiconductor companies to access the industrial and technology markets in China, today announced that it will host a conference call at 8:00 p.m. Eastern Time on Wednesday, May 15, 2013 to report preliminary earnings results for the first quarter of 2013.

Cogo 2013 Q1 Earnings Results Conference Call
Date/ Time:
May 15, 2013 (Wednesday) @ 8:00 PM (ET)

Conference Call: 
Toll-Free   1-877-941-4774
Toll/International   1-480-629-9760

Webcast/ Audio Recording: 
http://public.viavid.com/index.php?id=104673

Replay (from 5/15/2013 at 11:00 pm to 5/17/2013 at 11:59 pm ET):
US/ Canada Toll-Free: 1-877-870-5176 (Passcode: 4618503)
International: +1-858-384-5517 (Passcode: 4618503)

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is the leading gateway for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Broadcom, Xilinx, Atmel and others for a customer base of over 2,000 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as nearly 2,100 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smartphones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television “HDTV.” For further information:
Investor Relations
www.cogo.com.cn/investorinfo.html
communications@cogo.com.cn
H.K.:     +852 2730 1518
U.S.:     +1 (646) 291 8998
Fax:     +86 755 2674 3522

 

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our business or growth strategy such as growth in digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at www.sec.gov.

Cogo Posts Record Annual Revenue for 2012

•    2012 unaudited revenue of $785.0 million grew 39.0% versus 2011; Fourth quarter 2012 revenue grew 17.3% to $198.8 million year-over-year

SHENZHEN, China, April 30, 2013—Cogo Group, Inc. (“Cogo”, or the “Company”) (NASDAQ: COGO), a leading gateway for global semiconductor companies to access the industrial and technology markets in China, today reported record revenues in both the fourth quarter of 2012 and the full year 2012. Fourth quarter revenue was $198.8 million, up 17.3% year-over-year from $169.5 million reported a year earlier. Full year revenue in 2012 was $785.0 million, a 39.0% increase from $564.7 million in 2011.

Net income attributable to Cogo Group, Inc. for the fourth quarter of 2012 was $0.2 million, up from net loss of $35.8 million reported in the same period last year, while Non-GAAP net income attributable to Cogo Group, Inc. was $3.9 million, down 17.0% from the same period in 2011. Diluted earnings per share (“EPS”) attributable to Cogo Group, Inc. on a U.S. GAAP basis was $0.01. Diluted EPS attributable to Cogo Group, Inc. on a Non-GAAP basis was $0.11, down 15.4% from the fourth quarter of 2011.

Net income attributable to Cogo Group, Inc. for 2012 was $3.9 million, compared to $24.9 million of net loss attributable to Cogo Group, Inc. in 2011. Diluted EPS attributable to Cogo Group, Inc. on a U.S. GAAP basis was $0.11 for the year, up from $(0.67) in 2011.

Jeffrey Kang, CEO and Chairman of Cogo, remarked, “Cogo generated record revenue in both the fourth quarter of 2012 and the full year 2012, and we remained profitable in these uncertain economic times. Management believes that the stock is currently trading far below the Company’s net asset value. We will continue to seek ways to improve and maximize shareholder value.”

Key Financial Indicators
(all numbers in US dollar thousands, except share data)

 

 

 

Q4 2012 (1)

(unaudited)

Q4 2011(1)
(unaudited)

Percentage Change

Net Revenue

$198,818

$169,505

17.3%

Cost of Sales

$186,111

$154,162

20.7%

Gross Profit

$12,707

$15,343

(17.2%)

Operating Expenses

$10,829

$50,422

(78.5%)

Net Income (Loss) attributable to Cogo Group, Inc.

$245 (2)

     $(35,789)

100.7%

Diluted EPS attributable to Cogo Group, Inc.

$0.01

        $(0.99)

101.0%

Diluted Non-GAAP EPS attributable to Cogo Group, Inc.

$0.11 (2)

          $0.13

(15.4%)

 

 

(1)    The US dollar (“USD”) amounts are calculated based on the conversion rate of $1 to Chinese Yuan (“RMB”) 6.2301 as of December 31, 2012 and $1 to Chinese Yuan (“RMB”) 6.2939 as of December 31, 2011.
(2)    Included in the Q4 2012 net income attributable to Cogo Group, Inc. was an amount of $2.8 million of share-based compensation expenses recognized in accordance with Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation, and $0.8 million of amortization of intangible assets and related deferred taxation. Q4 2012 Non-GAAP net income attributable to Cogo Group, Inc. was $3.9 million. Included in the Q4 2011 net loss attributable to Cogo Group, Inc. was an amount of $1.7 million of share-based compensation expenses recognized in accordance with ASC 718, $0.9 million of amortization of intangible assets and related deferred taxation, $0.2 million of redomestication costs, and $37.6 million of impairment loss of goodwill. Q4 2011 Non-GAAP net income attributable to Cogo Group, Inc. was $4.7 million.

Financial Results
Revenue for the fourth quarter was $198.8 million, an increase of 17.3% from $169.5 million reported for the same period in 2011. The revenue breakdown includes: $75.3 million, or 37.9 % of total sales, for digital media, representing a 24.5% increase year-over-year; $86.7 million, or 43.6% of total sales, for telecommunications equipment, representing a 15.6% increase year-over-year; $36.8 million, or 18.5% of total sales, for industrial business, representing an 8.2% increase year-over-year. The Company did not report any service revenue for the quarter. Management believes the industrial business end-market is among the fastest growing markets in China, and the Company is currently targeting opportunities in the electrical grid, smart meter, automotive, railway, clean technology and medical sectors.

Cost of sales, which includes the aggregate purchase of components from suppliers and the direct cost of services, was $186.1 million compared to $154.2 million in the fourth quarter of 2011, representing a year-over-year increase of 20.7%. Gross profit for the fourth quarter was $12.7 million, down 17.2% compared to $15.3 million during the fourth quarter of last year. Gross margin for the fourth quarter was 6.4% compared to 9.1% reported for the fourth quarter of 2011.

Operating expenses, including selling, general and administrative, and research and development (R&D) expenses, totaled $10.8 million, down 78.5%, compared to $50.4 million reported for the fourth quarter of last year.

Net income attributable to Cogo Group, Inc. for the fourth quarter of 2012 was $0.2 million or diluted EPS attributable to Cogo Group, Inc. of $0.01 on a U.S. GAAP basis, compared to net loss attributable to Cogo Group, Inc. of $35.8 million, or  Diluted EPS attributable to Cogo Group, Inc. of $(0.99), in the fourth quarter of 2011. Non-GAAP net income attributable to Cogo Group, Inc. was $3.9 million, or $0.11 Non-GAAP diluted EPS attributable to Cogo Group, Inc. for the fourth quarter of 2012. The weighted average number of shares used in the calculation of diluted EPS was 36.8 million compared to 36.0 million in the fourth quarter of 2011.

For the full year 2012, the Company reported revenue of $785.0 million, up 39.0% from the year ended 2011. Cost of sales was $733.0 million, an increase of 46.1% from the $501.6 million reported last year. Gross profit was $52.0 million, a decrease of 17.6%, from $63.1 million in 2011. Gross margin was 6.6% of sales, compared to 11.2% last year.

Operating expenses, including selling, general and administrative expenses, research and development expenses as well as provision for doubtful accounts, and impairment loss of goodwill and intangible assets totaled $41.3 million, as compared to $84.2 million in 2011. Income from operations was $10.7 million, as compared to loss from operations of $21.0 million reported in the prior year.

Income attributable to noncontrolling interest was $3.9 million during the year, compared to $1.2 million for 2011. Net income attributable to Cogo Group, Inc. for 2012 was $3.9 million or $0.11 per fully diluted share, compared to net loss attributable to Cogo Group, Inc. of $24.9 million or $(0.67) per fully diluted share for the same period last year. 

Balance Sheets
The Company continues to be in a strong financial position with a current ratio of 2.9 to 1 and a cash position of $52.1 million. The Company had operating cash outflow of $38.7 million in the year ended December 31, 2012.

Inventories increased from $52.0 million on December 31, 2011 to $82.9 million as of December 31, 2012 as the Company continued to target new revenue growth opportunities. Inventory turnover days were 41 days in the fourth quarter of 2012 compared to 27 days in the prior quarter. Accounts receivable decreased from $149.6 million on December 31, 2011 to $113.2 million as of December 31, 2012 as a result of faster settlement from customers, while Days Sales Outstanding decreased from 61 days in the third quarter to 52 days in the fourth quarter of 2102. Accounts payable decreased from $19.3 million as of December 31, 2011 to $16.5 million as of December 31, 2012 and Days Payable Outstanding increased slightly from 7 days in the prior quarter to 8 days in the current quarter sequentially. Cogo’s cash conversion cycle increased from 81 days in the third quarter of 2011 to 85 days in the fourth quarter of 2012.

Total cash, including pledged bank deposits, decreased to $141.5 million reported at the end of the fourth quarter of 2012 from $159.5 million as of December 31, 2011. Bank borrowings decreased from $135.7 million as of December 31, 2011 to $98.6 million as of December 31, 2012.

Cogo Group, Inc. equity was $255.3 million as of December 31, 2012, an increase of 5.7% from $241.5 million as of December 31, 2011. During the trading days of January 1 2013 to April 26, 2013, the Company repurchased approximately 1.5 million shares of its common stock at an average price of $2.02 and a total cost of approximately $3.0 million pursuant to a stock repurchase plan. We repurchased approximately 5.1 million shares since September 24, 2012 under the current repurchase plan, and there are approximately 4.9 million shares left of the 10 million shares authorized for the plan. Cogo continues to view share buybacks as a strategic use of cash.

About Cogo Group, Inc.:
Cogo  Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Broadcom, Xilinx, Atmel and others for a customer base of over 2,100 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as over 2,000 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (“HDTV”).


For further information:
Investor Relations
www.cogo.com.cn/investorinfo.html
communications@cogo.com.cn
H.K.:     +852 2730 1518
U.S.:     +1 (646) 291 8998
Fax:     +86 755 2674 3522

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our businesses such as businesses with Broadcom, Atmel and Freescale or growth strategy such as growth in digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 10-K, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at
www.sec.gov.

About Non-GAAP Financial Measures:
To supplement Cogo’s consolidated financial results presented in accordance with GAAP, Cogo uses the following measures defined as Non-GAAP financial measures by the SEC: 1) Non-GAAP net income attributable to Cogo Group, Inc. which is net income attributable to Cogo Group, Inc. excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation; and 2) Non-GAAP diluted earnings per share attributable to Cogo Group, Inc., which is diluted earnings per share excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation. The presentation of these Non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these Non-GAAP financial measures, please see the table captioned “Unaudited Reconciliations of Non-GAAP measures to the most comparable GAAP measures” set forth at the end of this release.

Cogo believes that these Non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based compensation expenses, amortization of intangible assets and related deferred taxation that may not be indicative of its operating performance from a cash perspective. Cogo believes that both management and investors benefit from referring to these Non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These Non-GAAP financial measures also facilitate management’s internal comparisons to Cogo’s historical performance and liquidity. Cogo computes its Non-GAAP financial measures using the same consistent method from quarter to quarter.

Cogo believes these Non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using Non-GAAP net income attributable to Cogo Group, Inc., Non-GAAP diluted earnings per share attributable to Cogo Group, Inc., Non-GAAP income from operation and Non-GAAP operating margin is that these Non-GAAP measures exclude share-based compensation expenses and amortization of intangible assets and related deferred taxation that have been and will continue to be for the foreseeable future a recurring expense in our business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each Non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to Non-GAAP financial measures.

Tables Attached

 

COGO GROUP, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

December 31,

 

2012

2012

2011

 

USD

RMB

RMB

ASSETS

Current assets:

Cash

52,140

324,839

572,364

Pledged bank deposits

89,395

556,941

431,695

Accounts receivable, net

113,155

704,968

941,798

Bills receivable

4,486

27,945

39,889

Amount due from related party

5,737

35,743

Inventories

82,883

516,372

327,482

Income taxes receivable

337

2,098

1,932

Prepaid expenses and other receivables

9,032

56,266

51,507

 

 

Total current assets

357,165

2,225,172

2,366,667

 

Property and equipment, net

2,811

17,515

17,891

Intangible assets, net

20,675

128,810

154,105

Other assets

42

261

21,325

 

TOTAL ASSETS

380,693

2,371,758

2,559,988

 

LIABILITIES AND EQUITY

 

Current liabilities:

Accounts payable

16,513

102,878

121,538

Bank borrowings

98,561

614,045

854,234

Income taxes payable

1,148

7,155

16,046

Accrued expenses and other liabilities

5,735

35,734

22,593

 

Total current liabilities

121,957

759,812

1,014,411

Deferred tax liabilities

3,412

21,254

25,427

 

Total liabilities

125,369

781,066

1,039,838

Equity:

Common stock

Par value: USD0.01

Authorized: 200,000,000 shares

Issued: 43,423,556 shares in 2012 and 42,309,285 shares in 2011

Outstanding: 31,110,922 shares in 2012 and 33,560,467 shares in 2011

547

3,409

3,340

Additional paid in capital

232,484

1,448,396

1,382,521

Retained earnings

93,797

584,364

560,234

Accumulated other comprehensive loss

(19,665)

(122,513)

(128,254)

307,163

1,913,656

1,817,841

Less cost of common stock in treasury, 12,312,634 shares in 2012 and 8,748,818 shares in 2011

(59,263)

(369,217)

(320,025)

 

Total Cogo Group, Inc. equity

247,900

1,544,439

1,497,816

Noncontrolling interests

7,424

46,253

22,334

 

Total equity

255,324

1,590,692

1,520,150

 

TOTAL LIABILITIES AND EQUITY

380,693

2,371,758

2,559,988

COGO GROUP, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except share data)

 

Year ended December 31,

 

2012

2012

2011

2010

 

USD

RMB

RMB

RMB

Net revenue

Product sales

785,003

4,890,649

3,554,401

2,554,991

Service revenue

34,527

 

 

785,003

4,890,649

3,554,401

2,589,518

Cost of sales

Cost of goods sold

(733,036)

(4,566,886)

(3,157,009)

(2,194,901)

Cost of services

(27,971)

(733,036)

(4,566,886)

(3,157,009)

(2,222,872)

Gross profit

51,967

323,763

397,392

366,646

Selling, general and administrative expenses

(25,421)

(158,377)

(188,083)

(191,855)

Research and development expenses

(16,457)

(102,531)

(101,639)

(77,888)

Provision for doubtful accounts

(2,325)

(2)

Net gain on settlement relating to the acquisition of Long Rise before goodwill impairment

43,676

Impairment loss of goodwill

(236,945)

(21,422)

Other operating income / (loss), net

569

3,546

(842)

463

Income / (loss) from operations

10,658

66,401

(132,442)

119,618

Gain on disposal of subsidiaries

90

558

Interest expense

(4,186)

(26,081)

(20,152)

(9,407)

Interest income

2,194

13,668

14,928

14,693

Earnings / (loss) before income taxes

8,756

54,546

(137,666)

124,904

Income tax expense

(937)

(5,839)

(11,553)

(11,849)

Net income / (loss)

7,819

48,707

(149,219)

113,055

Less net income attributable to noncontrolling interests

(3,945)

(24,577)

(7,386)

(680)

Net income / (loss) attributable to Cogo Group, Inc.

3,874

24,130

(156,605)

112,375

 
Basic:

0.11

0.66

(4.22)

3.01

Diluted:

0.11

0.66

(4.22)

2.94

 

Weighted average number of common shares outstanding

- Basic

36,355,124

37,094,995

37,275,427

- Diluted

36,488,041

37,094,995

38,188,814

Comprehensive income / (loss):

Net income / (loss)

7,819

48,707

(149,219)

113,055

Other comprehensive income / (loss), net of nil tax

Foreign currency translation adjustments

(128)

(798)

(11,159)

(10,486)

Less reclassification adjustment upon disposal of subsidiaries

905

5,638

Other comprehensive income / (loss)

777

4,840

(11,159)

(10,486)

Comprehensive income / (loss)

8,596

53,547

(160,378)

102,569

Less comprehensive income, net of nil tax, attributable to noncontrolling interests

(3,800)

(23,676)

(7,002)

(289)

Comprehensive income / (loss) attributable to Cogo Group, Inc.

4,796

29,871

(167,380)

102,280

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

FOR THE QUARTERS ENDED DECEMBER 31, 2012 AND 2011

(in millions, except share data)

For the

quarter ended

Dec 31, 2012

For the

quarter ended

Dec 31, 2011

Net income/(loss) USD USD
GAAP net income/(loss) attributable to Cogo Group, Inc. 0.2 (35.8)
Share-based compensation expense 2.8 1.7
Amortization of intangible assets and related deferred taxation 0.9 0.9
Redomestication costs 0.2
Impairment loss of goodwill 37.7
Non-GAAP net income attributable to Cogo Group, Inc. 3.9 4.7
Earnings/(loss) per share $ $
GAAP net income/(loss) attributable to Cogo Group, Inc. per common share-Diluted 0.01 (0.99)
Share-based compensation expense per common share – Diluted 0.08 0.05
Amortization of intangible assets and related deferred taxation per common share – Diluted 0.02 0.03
Redomestication costs per common share – Diluted 0.01
Impairment loss of goodwill per common share – Diluted 1.04
Non-GAAP net income attributable to Cogo Group, Inc. per common share-Diluted 0.11 0.13
COGO GROUP, INC.

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

FOR THE QUARTERS ENDED MARCH 31, JUNE 30, SEPTEMBER 30 AND DECEMBER 31, 2012

(in thousands, except share data)

Q1

Q2

Q3

Q4

Total

$’000

$’000

$’000

$’000

$’000

Net income
GAAP net income attributable to Cogo Group, Inc.

 1,260

 1,796

 519

245

3,820

Share-based compensation expenses

 2,451

 2,569

 2,682

 2,782

 10,484

Amortization of intangible assets and related deferred taxation

 838

 831

 840

 848

 3,357

Non-GAAP net income attributable to Cogo Group, Inc.

 4,549

 5,196

 4,041

 3,875

 17,661

Income from operation
GAAP income from operations

 2,285

 3,834

 2,628

1,878

10,625

Share-based compensation expenses

 2,451

 2,569

 2,682

 2,782

 10,484

Amortization of intangible assets

 1,004

 995

 1,006

 1,015

 4,020

Non-GAAP income from operation

 5,740

 7,398

6,316

5,675

25,129

Operating Margin
GAAP operating margin

1.3%

2.0%

1.2%

0.9%

Non-GAAP operating margin

3.4%

3.8%

2.9%

2.9%

Earnings per share

  $ 

 $

  $ 

 $

GAAP net  income per common share – Diluted

 0.03

 0.05

 0.01

0.01

Share-based compensation expenses per common share  – Diluted

 0.08

 0.07

 0.08

 0.08

Amortization of intangible assets and related deferred taxation per common share – Diluted

 0.02

 0.02

 0.02

 0.02

Non-GAAP net income attributable to Cogo Group, Inc. per common share – Diluted

 0.13

 0.14

 0.11

 0.11

Weighted average number of common shares outstanding
Basic

36,023,931

36,379,789

36,731,113

36,273,747

Diluted

36,023,931

36,379,789

36,768,927

36,753,936

Cogo Group, Inc. Fourth Quarter 2012 Preliminary Results Show Highest Quarterly Revenue in Company History

• Unaudited revenue in the fourth quarter ended December 31, 2012, was approximately $199 million, which included the revenue generated by Cogo subsidiaries sold in a transaction (“Discontinued Group”) up to November 15, 2012.

• The transaction for sale of Discontinued Group was closed on November 15, 2012.

SHENZHEN, China, February 21, 2013 – Cogo Group, Inc. (“Cogo” or the “Company”) (Nasdaq: COGO), a leading gateway for global semiconductor companies to access the industrial and technology sectors in China, today announced its preliminary unaudited financial results for its fourth quarter ended December 31, 2012.

Revenue in the fourth quarter was approximately $199 million. Gross margin for the fourth quarter was approximately between 6% and 6.5%. The results include those related to the Discontinued Group up to November 15, 2012, since then the Discontinued Group will not be consolidated in the financial results of the Company. As of December 31, 2012, the Company had cash and pledged bank deposits totaling approximately $141 million.

As of November 15, 2012, the Discontinued Group had total assets of approximately $145 million, of which approximately $141 million were current assets, and total liabilities of approximately $68 million. A table reflecting the unaudited combined net assets of the Discontinued Group follows this release.

“Once again, the Cogo team executed a strong quarter, with double digit year-on-year revenue growth. Despite the continued macroeconomic challenges, we were able to generate approximately $199 million in revenue,” said Mr. Jeffrey Kang, CEO and Chairman of Cogo.

Table Attached

 

Unaudited Combined Net Assets of Discontinued Group

As of Nov 15, 2012

$’Million

Assets
Current assets:
Cash

 71

Accounts receivable, net

 26

Bills receivable

 6

Amount due from related party

 6

Inventories

 25

Prepaid expenses and other receivables

 7

Total current assets

 141

Property and equipment, net

 1

Land use rights, net

 3

Total Assets

 145

Less: Liabilities
Current liabilities:
Accounts payable

 7

Bank borrowings

 59

Income taxes payable

 1

Accrued expenses and other liabilities

 1

Total current liabilities

 68

Total Net Assets

 77

 

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is the leading gateway for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Broadcom, Xilinx, Atmel and others for a customer base of over 1,600 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as nearly 1,500 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smartphones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television “HDTV”. For further information:
Investor Relations
www.cogo.com.cn/investorinfo.html
communications@cogo.com.cn
H.K.:     +852 2730 1518
U.S.:     +1 (646) 291 8998
Fax:     +86 755 2674 3522

 

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our business or growth strategy such as growth in digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at www.sec.gov.

Cogo Provides Update on Stock Repurchase Program

SHENZHEN, China, December 21, 2012—Cogo Group, Inc. (NASDAQ: COGO) (“Cogo” or the “Company”), one of the leading gateways for global semiconductor companies to access the industrial and technology markets in China, today announced that since the close of the sale of certain Cogo subsidiaries to Chairman and CEO Jeffrey Kang on November 15, 2012, it has repurchased 3,220,152 shares of Cogo ordinary shares in the open market. There are approximately 6.5 million shares left on the current 10 million share Cogo corporate stock buyback program. Another 10b5-1 plan has been set up to allow the Company to repurchase shares during the blackout period from December 24, 2012, to one day after the Company announces its fourth quarter preliminary results.

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Intel, Broadcom, Xilinx, SanDisk, Freescale, Atmel and others for a customer base of 2,100 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as 2,000 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (“HDTV”).

 

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our business or growth strategy such as growth in digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at www.sec.gov.

Cogo Reports Highest Ever Quarterly Revenue

•    Q3 Net Revenue: $216.4 million in accordance with Generally Accepted Accounting Principles (“GAAP”) (a year-over-year increase of 47.8%) and Diluted Earnings per share (“EPS”) attributable to Cogo Group, Inc. of $0.01 GAAP and $0.11 Non-GAAP (a year-over-year decrease of 31.3% Non-GAAP)
•    Completion of the purchase of certain Cogo subsidiaries for $78 million by CEO and Chairman Jeffrey Kang.

SHENZHEN, China, November 15, 2012—Cogo Group, Inc. (NASDAQ: COGO) (“Cogo” or the “Company”), one of the leading gateways for global semiconductor companies to access the industrial and technology markets in China, today announced unaudited financial results for its third quarter ended September 30,2012. The Company reported quarterly revenue of $216.4 million, up 47.8% year-over-year compared to $146.4 million reported in the third quarter of 2011.

Jeffrey Kang, CEO and Chairman of Cogo, commented, “During the third quarter of 2012, we continued to see strong revenue growth across all of our end-markets, particularly among our blue chip customers.  The credit situation for our SME customers remains tight and the increase in revenue to SME customers continues to negatively affect our gross margin and we continue to see higher operating costs as we attempt to drive scale in this uncertain macro environment.  Still, we managed to stay solidly profitable.  In the quarter, Cogo grew its customer base by nearly 10% from the prior quarter to 2,300.”

Mr. Kang continued, “Additionally, from September 24, 2012 to November 14, 2012, Cogo purchased 302,164 shares of its common stock, as a clear demonstration of the Company’s belief that shares of Cogo are under-valued and trading at approximately 40% of the Company’s tangible book value of over $6.00 per share.”

Mr Kang said, “Finally, I am pleased to announce that my purchase of certain Cogo subsidiaries for $78 million was completed today.   I believe that this will be an important milestone towards demonstrating the legitimacy of Cogo’s financial assets.”

Financial Results

Net income attributable to Cogo Group, Inc. for the third quarter of 2012 was $0.5 million, down 77.4% from $2.3 million reported in the same period in 2011, with Non-GAAP net income attributable to Cogo Group, Inc. of $4.0 million, down 32.2% from $5.9 million reported for the same period in 2011. Diluted EPS attributable to Cogo Group, Inc. on a U.S. GAAP basis was $0.01, and Non-GAAP Diluted EPS attributable to Cogo Group, Inc. was $0.11, down by 83.3% and 31.3% respectively from the third quarter of 2011.

Key Financial Indicators
(all numbers in USD thousands, except share data)

 

Q3 2012(1)
(unaudited)

Q3 2012(1)
(unaudited)

Percentage Change

Net Revenue

$216,443

$146,428

47.8%

 
Cost of Sales

$202,941

$131,269

54.6%

 
Gross Profit

$13,502

$15,159

-10.9%

 
Operating Expenses

$10,874

$11,813

-7.9%

 
Net Income attributable to Cogo Group, Inc.

$519(2)

$2,296

-77.4%

 
EPS Diluted attributable to Cogo Group, Inc.

$0.01

$0.06

-83.3%

 
Non-GAAP EPS Diluted attributable to Cogo Group, Inc.

$0.11

$0.16

-31.3%

 

 

 

(1)    The US dollar (“USD”) amounts are calculated based on the conversion rate of $1 to RMB6.2848 as of September 30, 2012 and $1 to RMB6.3780 as of September 30, 2011.

(2)    Included in the Q3 2012 net income attributable to Cogo Group, Inc. was $2.7 million of share-based compensation expenses recognized in accordance with Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation and $0.8 million of amortization of intangible assets and related deferred taxation. Non-GAAP net income attributable to Cogo Group, Inc. was $4.0 million.

Revenue Review

Revenue for the third quarter was $216.4 million, an increase of 47.8% compared to $146.4 million reported for the same period in 2011. The revenue breakdown includes: $82.3 million, or 38.0% of total sales for digital media, representing a 40.7% increase year-over-year; $94.7 million, or 43.8% of total sales for telecommunications equipment, representing a 63.6% increase year-over-year; and $39.4 million, or 18.2% of total sales relating to industrial business, representing a 31.3% increase year-over-year. The Company did not record any services revenue in the third quarter of 2012 or 2011. The Company is currently participating in what management believes to be some of the fastest growing industrial end-markets in China, including the smart grid, wind power, smart meter, automotive, high-speed railway and medical equipment sectors. Over time, the Company expects to expand into other verticals in the industrial business end-market, such as electronic security.

Customers Update

In the third quarter of 2012, blue-chip customers accounted for approximately 72% of the Company’s total revenue, down from approximately 74% for the same period in 2011. Small and medium enterprise (“SME”) customers accounted for the remaining approximately 28% of total revenue in the quarter. Management’s goal is to achieve 50% of total sales from SME customers in the longer term. It is expected that gross margins in our SME business will remain higher than our blue-chip customers in the future.

Cost of sales, which includes the aggregate purchase of components from suppliers, was $202.9 million compared to $131.3 million in the third quarter of 2011, representing an increase of 54.6% year-over-year. Gross profit for the third quarter was $13.5 million, down 10.9%, compared to $15.2 million during the third quarter of last year. Gross margin for the third quarter of 2012 was 6.2%, compared to 10.4% reported for the third quarter of 2011.

Operating expenses, including selling, general and administrative, and research and development expenses, totaled $10.9 million, down 7.9%, compared to $11.8 million reported for the third quarter of 2011.

Income from operations was $2.6 million, a decrease of 21.5% from $3.3 million reported in the same period of 2011. Operating margin for the third quarter of 2012 was 1.2% compared to 2.3% for the third quarter of 2011. Excluding the effects of share-based compensation expenses and amortization of intangible assets and related deferred taxation, operating margin would have been 2.9% for the third quarter of 2012, compared to 4.8% for the same period in 2011. The effective tax rate for the third quarter of 2012 was 13.0%, compared to 14.4% for the same period in 2011.  Noncontrolling interests’ share of income was $1.3 million for the third quarter of 2012 as compared with $0.3 million for the third quarter of 2011.

Net income attributable to Cogo Group, Inc. for the third quarter of 2012 was $0.5 million or Diluted EPS attributable to Cogo Group, Inc. of $0.01 on a U.S. GAAP basis, compared to net income of $2.3 million, or Diluted EPS attributable to Cogo Group, Inc. of $0.06, in the third quarter of 2011. Included in the third quarter of 2012 was $2.6 million attributable to share-based compensation expenses and $0.8 million attributable to amortization of intangible assets and related deferred taxation. Excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation, the Non-GAAP net income would have been $4.0 million, or $0.11 Non-GAAP Diluted EPS attributable to Cogo Group, Inc. for the third quarter of 2012. The weighted average number of shares used in the calculation of diluted EPS was 36.8 million compared to 36.3 million in the third quarter of 2011.

For the nine-month period ended September 30, 2012, the Company reported revenue of $581.1 million, an increase of 49.0% as compared to the $390.0 million reported during the nine-month period ended September 30, 2011. Gross profit was $38.9 million, a decrease of 17.6% from the $47.2 million reported during the nine-month period ended September 30, 2011. Gross margin was 6.7% of sales, compared to a gross margin of 12.1% for the same period last year. Net operating expenses were $30.1 million, a decrease of 9.6% as compared to $33.3 million for the same period last year. Income from operations was $8.8 million, a decrease of 36.7% from the $13.9 million reported during the prior year period. The Non-GAAP operating margin, excluding share-based compensation expense and amortization of intangible assets, was 3.4%, as compared to 6.7% for the same period last year, as a result of decreased gross margin. The Company had an effective tax rate of 12.2% compared to 11.5% during the prior year period. Non-controlling interests’ share of income was $3.0 million as compared to $1.2 million during the same period last year. Net income attributable to Cogo Group, Inc. for the nine-month period was down 66.6% at $3.6 million from the same period last year.

Balance Sheets and Cash Flows

Total cash, including pledged bank deposits, was $162.7 million at the end of the third quarter of 2012, up from $159.5 million as of December 31, 2011. Bank borrowings increased to $137.1 million as of September 30, 2012, up from $135.7 million as of December 31, 2011. The Company has a current ratio of 2.5 to 1 and generated negative operating cash flow of $8.2 million during the third quarter of 2012, largely due to an increase in accounts receivable and inventory necessary to drive expected future business growth opportunities.

Inventories increased from $52.0 million as of December 31, 2011 to $59.4 million as of September 30, 2012 as the Company prepares for seasonal order strength in the second half of 2012 from its rapidly growing customer base. Inventory turnover days was 27 days in the third quarter of 2012 compared to 31 days in the fourth quarter of 2011. Accounts receivable decreased from $149.6 million as of December 31, 2011 to $143.5 million as of September 30, 2012 and the Days Sales Outstanding decreased from 80 days as of December 31, 2011 to 61 days.  Accounts payable decreased from $19.3 million at the end of 2011 to $16.4 million as of September 30, 2012 and Days Payable Outstanding decreased significantly from 11 to 7 days sequentially. Cogo’s cash conversion cycle decreased from 100 days in the fourth quarter of 2011 to 81 days in the third quarter of 2012.

Total equity was $256.4 million as of September 30, 2012, an increase of 6.2% from $241.5 million as of December 31, 2011.  During the third quarter of 2012, the Company repurchased 38,935 shares. The Company continues to view share buybacks as a strategic use of cash.

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Intel, Broadcom, Xilinx, SanDisk, Freescale, Atmel and others for a customer base of 2,100 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as nearly 2,000 Small and Medium Enterprises (“SMEs”). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (“HDTV”).

 

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our business or growth strategy such as growth in digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at 
www.sec.gov.

About Non-GAAP Financial Measures:
To supplement Cogo’s unaudited consolidated financial results presented in accordance with GAAP, Cogo uses the following measures defined as Non-GAAP financial measures by the SEC: 1) Non-GAAP net income attributable to Cogo Group, Inc. which is net income attributable to Cogo Group, Inc. excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation, and 2) Non-GAAP diluted EPS attributable to Cogo Group, Inc., which is diluted EPS excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation. The presentation of these Non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these Non-GAAP financial measures, please see the table captioned “Unaudited Reconciliation of Non-GAAP measures to the most comparable GAAP measures” set forth at the end of this release.

Cogo believes that these Non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation that may not be indicative of its operating performance from a cash perspective. Cogo believes that both management and investors benefit from referring to these Non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These Non-GAAP financial measures also facilitate management’s internal comparisons to Cogo’s historical performance and liquidity. Cogo computes its Non-GAAP financial measures using the same consistent method from quarter to quarter.

Cogo believes these Non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using Non-GAAP net income attributable to Cogo Group, Inc., Non-GAAP diluted Earnings Per Share attributable to Cogo Group, Inc., Non-GAAP income from operation and Non-GAAP operating margin is that these Non-GAAP measures exclude share-based compensation expenses and amortization of intangible assets and related deferred taxation that have been and will continue to be for the foreseeable future a recurring expense in our business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each Non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to Non-GAAP financial measures.

Tables Attached

 

 

 

 

 

FINANCIAL INFORMATION

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

COGO GROUP, INC. and SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2012

and December 31, 2011

December
31,

September 30, 2012

2011

USD’000

RMB’000

RMB’000

Assets
Current assets:
Cash

83,215

522,987

572,364

Pledged bank deposits

79,500

499,642

431,695

Accounts receivable, net

143,545

902,150

941,798

Bills receivable

11,883

74,683

39,889

Inventories

59,362

373,079

327,482

Income taxes receivable

282

1,774

1,932

Prepaid expenses and other receivables

13,481

84,725

51,507

Total current assets

391,268

2,459,040

2,366,667

Property and equipment, net

3,278

20,599

17,891

Land use rights, net

3,036

19,080

Intangible assets, net

21,502

135,133

154,105

Other assets

101

633

21,325

Total Assets

419,185

2,634,485

2,559,988

Liabilities and equity
Current liabilities:
Accounts payable

16,396

103,047

121,538

Bank borrowings

137,075

861,487

854,234

Income taxes payable

2,506

15,747

16,046

Accrued expenses and other liabilities

3,306

20,776

22,593

Total current liabilities

159,283

1,001,057

1,014,411

Deferred tax liabilities

3,548

22,297

25,427

Total liabilities

162,831

1,023,354

1,039,838

Equity
Common stock:
Par value: USD0.01
Authorized: 200,000,000 Shares
  Issued: 42,635,821 shares in 2012, 42,309,285 shares in 2011
  Outstanding: 33,848,068 shares in 2012, 33,560,467 shares in 2011

535

3,360

3,340

Additional paid in capital

227,710

1,431,112

1,382,521

Retained earnings

92,737

582,836

560,234

Accumulated other comprehensive loss

(20,236)

(127,181)

(128,254)

300,746

1,890,127

1,817,841

Less cost of common stock in treasury, 8,787,753 in 2012, 8,748,818 shares in 2011

(51,003)

(320,542)

(320,025)

Total Cogo Group, Inc. equity

249,743

1,569,585

1,497,816

Noncontrolling interests

6,611

41,546

22,334

Total equity

256,354

1,611,131

1,520,150

Total liabilities and equity

419,185

2,634,485

2,559,988

 

 

COGO GROUP, INC. and SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Income and

Comprehensive Income for the three months ended September 30, 2012 and 2011

Three Months ended September 30,

2012

2012

2011

USD’000

RMB’000

RMB’000

Net Revenue
Product sales

216,443

1,360,302

933,919

Service revenue

-

-

-

216,443

1,360,302

933,919

Cost of sales
Cost of goods sold

(202,941)

(1,275,443)

(837,234)

Cost of service

-

-

-

(202,941)

(1,275,443)

(837,234)

Gross profit

13,502

84,859

96,685

Selling, general and administrative expenses

(6,860)

(43,114)

(50,302)

Research and development expenses

(4,024)

(25,293)

(25,059)

Other operating income

10

59

23

Income from operations

2,628

16,511

21,347

Interest expense

(1,070)

(6,725)

(6,322)

Interest income

514

3,232

4,066

Earnings before income taxes

2,072

13,018

19,091

Income tax expense

(269)

(1,688)

(2,745)

Net income

1,803

11,330

16,346

Less net income attributable to noncontrolling interests

(1,284)

(8,070)

(1,705)

Net income attributable to Cogo Group, Inc.

519

3,260

14,641

Earnings per share attributable to Cogo Group, Inc.
Basic

0.01

0.09

0.40

Diluted

0.01

0.09

0.40

Weighted average number of common shares outstanding
Basic

36,731,113

36,317,706

Diluted

36,768,927

36,317,706

Comprehensive income:
Net income

1,803

11,330

16,346

Other comprehensive income
Foreign currency translation adjustments

(285)

(1,790)

(2,461)

1,518

9,540

13,885

Comprehensive income
Less: comprehensive income attributable to noncontrolling interests

(1,333)

(8,377)

(1,663)

Comprehensive income attributable to Cogo Group, Inc.

185

1,163

12,222

 

COGO GROUP, INC. and SUBSIDIARIES

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

Three Months ended
September 30,

2012

2011

$’000  

$’000   

Net Income
GAAP net income attributable to Cogo Group, Inc.

519

2,296

Share-based compensation expenses

2,682

2,943

Amortization of intangible assets and related deferred taxation

840

613

Non-GAAP net income attributable to Cogo Group, Inc.

4,041

5,852

Income from operation
GAAP income from operations

2,628

3,346

Share-based compensation expenses

2,682

2,943

Amortization of intangible assets

1,006

734

Non-GAAP income from operation

6,316

7,023

Operating Margin
GAAP operating margin

1.2%

2.3%

Non-GAAP operating margin

2.9%

4.8%

Earnings per share

$

$

GAAP net income attributable to Cogo Group, Inc. per common share-Diluted

0.01

0.06

Non-GAAP net income attributable to Cogo Group, Inc. per common share-Diluted

0.11

0.16

Weighted average number of common shares outstanding
Basic

36,731,113

36,317,706

Diluted

36,768,927

36,317,706

Cogo Group, Inc. Schedules Conference Call on November 15, 2012 to Announce Third Quarter of 2012 Earnings Results

SHENZHEN, China, November 9, 2012—Cogo Group, Inc. (NASDAQ: COGO), one of the leading gateways for global semiconductor companies to access the industrial and technology markets in China, today announced that it will host a conference call at 4:30 p.m. Eastern Time on Thursday, November 15, 2012 to report preliminary earnings results for the third quarter of 2012.

Cogo 2012 Q3 Earnings Results Conference Call
Date/ Time: 
November 15, 2012 (Thursday) @ 4:30 PM (ET)
Conference Call: 
US/ Canada Toll-Free: 1-877-941-2069
International: + 1-480-629-9713
Webcast/ Audio Recording: 

http://public.viavid.com/index.php?id=102480

Replay (from 11/15/2012 at 7:30 pm to 11/17/2012 at 11:59 pm ET): 
US/ Canada Toll-Free: 1-877-870-5176 (Passcode: 4574991)
International: +1-858-384-5517 (Passcode: 4574991)

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Intel, Broadcom, Xilinx, SanDisk, Freescale, Atmel and others for a customer base of 2,100 Chinese OEMs/ODMs. Cogo’s customer list includes over 100 blue-chip companies, including ZTE, BYD and NARI, as well as nearly 1,900 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (HDTV).

Cogo Announces Signing of Agreement for sale of certain Subsidiaries to Chairman and CEO Jeffrey Kang

•    Buyback Program in Place since September 24th
•    Deal Validates Company’s Tangible Book Value of Approximately $6.00 per Share

SHENZHEN, China, October 23, 2012—SHENZHEN, China, October 22, 2012—Cogo Group, Inc. (NASDAQ: COGO), one of the leading gateways for global semiconductor companies to access the industrial and technology markets in China, today announced that it had entered into a definitive agreement for the sale of certain subsidiaries to its Chairman and CEO Jeffrey Kang.  The main terms of the deal are unchanged from the Company’s press release on September 24, 2012.

On September 24, 2012, Cogo began executing a stock buyback program to repurchase its shares on the open market pursuant to a 10b5-1 plan.  Given that Cogo’s shares trade at approximately 35% of its Tangible Book Value (“TBV”) of approximately $6 per share, as reported at the end of the second quarter of 2012, the Company believes that a buyback program is a prudent use of cash.

Mr. Kang commented, “The signing of a definitive agreement regarding my proposal to purchase certain subsidiaries for $78 million brings us one step closer towards maximizing value for shareholders of Cogo.  We believe this deal validates the financial assets of Cogo that are currently being significantly discounted by the financial markets and we believe that the ongoing share buybacks are accretive for our shareholders.”

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our business or growth strategy such as growth in digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at www.sec.gov.

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Intel, Broadcom, Xilinx, SanDisk, Freescale, Atmel and others for a customer base of 2,100 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as 2,000 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (“HDTV”).

Cogo Announces Current Status of the Proposed Acquisition of Certain Cogo Subsidiaries by Chairman and CEO Jeffrey Kang

SHENZHEN, China, September 24, 2012—Cogo Group, Inc. (NASDAQ: COGO) Cogo, one of the leading gateways for global semiconductor companies to access the industrial and technology markets in China, today announced the current status of the proposal by its CEO and Chairman, Jeffrey Kang, through his personal investment vehicle, Envision Global Group (“Envision”), to purchase certain Company subsidiaries[i]  representing approximately 30% of the Company’s total assets, liabilities and business operations.  The Audit Committee continues to conduct due diligence to understand the legal and accounting ramifications in the many different jurisdictions involved.

However, the material terms are anticipated to be as follows:
•    Total consideration will be $78 million, which will be paid in two installments, $10 million at closing and an additional $68 million on or before December 31, 2012.
•    In the event the second installment payment is not made, title to the target companies will be transferred back to Cogo.
•    Cross guarantees to banking institutions among the companies will be maintained, subject to approval by applicable banks, in order to maintain better financing terms for all the companies.

Additionally, since Cogo is not currently in possession of any material insider information, it can begin executing a stock buyback program for Cogo shares on the open market pursuant to a 10b5-1 plan it has put in place with its broker.  In May 2012, at the company’s Annual General Meeting, Cogo shareholders authorized a 10 million-share buyback program. Given that Cogo shares trade at approximately 30% of Tangible Book Value (“TBV”) as reported at the end of the second quarter of 2012, the Company believes that a buyback program is a prudent use of cash.

Consistent with prior publicly reported figures, Envision would have gross margins in the range of 5-6%, which is below the 7.1% gross margins reported for all of Cogo in the second quarter of 2012.  Additionally, Envision would currently constitute approximately 25-30% of total Cogo revenue.

Envision will operate independently from Cogo.  Both Cogo and Envision will make reasonable efforts to maintain the operations of Envision in the ordinary historical course consistent with past practices and to preserve its relationships with its major customers, suppliers and others having business dealings with the Cogo.

Mr Kang commented, “I believe this transaction is the most effective way to achieve multiple goals, including maximizing shareholder value.  First, this helps to validate Cogo’s significant financial assets.  At the end of the second quarter of 2012, the estimated TBV for Cogo was well over $6.00 a share, which is more than triple our current market capitalization.  Second, the logistics of the sale should not disrupt any business operations and our plan going forward is intended to continue fulfillment of all commitments in a seamless manner. Guaranteeing that these relationships and commitments will not be negatively affected by this transaction is a critical element for me.”

Mr Kang commented, “I anticipate very little, if any business or end market overlap, between Cogo and Envision.  Although the two entities may initially target similar end markets and customers, Cogo and Envision will utilize different products from different suppliers, and, therefore, we thus see limited, if any, business competition between the two entities.  We expect each entity to continue to grow its business, continuing to service its customers and generate solid operating profit even in these uncertain macro-economic conditions.”

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our business or growth strategy such as growth in digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at www.sec.gov.

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Intel, Broadcom, Xilinx, SanDisk, Freescale, Atmel and others for a customer base of 2,100 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as 2,000 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (“HDTV”).

 _____________________________________________________

[i] The subsidiaries to be acquired are as follows:-

(1) Comtech (China) Holding, including its direct and indirect subsidiaries- Comtech Communication Technology (Shenzhen) Company Limited, Comtech Communication Technology (Hong Kong) Company Limited and Comtech Software Technology (Shenzhen) Company Limited but excluding its direct and indirect subsidiaries- Shenzhen Comtech International Limited, Shanghai E&T System Company Limited, Chengdu Comtech Communication Technology Company Limited, Wuhan Comtech Communication Technology Company Limited, Hangzhou Mega Sky Communication Technology Company Limited, Nanjing Youyingjie Communication Technology Company and Shanghai Comtech Electronic Technology Company Limited;

(2) Comtech (HK) Holding, including its direct and indirect subsidiaries- Comtech International (HK) Company Limited and Hong Kong JJT Limited; and

(3) Alphalink Global Limited, including its direct subsidiary Epcot Multimedia Technology (Shenzhen) Limited but excluding its indirect subsidiary Beijing JJT Limited

Cogo Reports Highest Ever Quarterly Revenue

•    Q2 Net Revenue: $192.9 million in accordance with Generally Accepted Accounting Principles (“GAAP”) (a year-over-year increase of 43.3%) and Diluted Earnings per share (“EPS”) attributable to Cogo Group, Inc. of $0.05 GAAP and $0.14 Non-GAAP (a year-over-year decrease of 36.4% Non-GAAP)
•    
Audit committee continuing to review Cogo Chairman and CEO’s proposed purchase of 30% of Cogo’s total assets, liabilities and business operations

SHENZHEN, China, August 13, 2012—Cogo Group, Inc. (NASDAQ: COGO) (“Cogo” or the “Company”), one of the leading gateways for global semiconductor companies to access the industrial and technology markets in China, today announced unaudited financial results for its second quarter ended June 30, 2012. The Company reported quarterly revenue of $192.9 million, up 43.3% year-over-year compared to $134.6 million reported in the second quarter of 2011.

Jeffrey Kang, CEO and Chairman of Cogo, commented, “Our solid execution continued in the second quarter of 2012 as both our revenue and EPS exceeded consensus estimates. However, as everyone is aware, economic conditions in China remain challenging and it is very difficult to exactly forecast a bottom in the macro environment. If the macro environment deteriorates from current levels, we believe that we will weather the storm and continue to generate positive earnings, as we have in all previous periods of difficult economic periods. On the other hand, if economic conditions begin to improve, we also believe we are well positioned to gain profitable market share. Credit for SME businesses in China largely remains tight.”

Mr. Kang added, “In the last 18 months, we have made good headway in transitioning our business focus towards increased footprint and scale. I am cautiously optimistic that our transition period will be completed within the next few quarters. Although it is still early in the process, we are starting to see some benefit of increased scale, achieved through higher levels of both customers and suppliers and from increased semiconductor content per account. Our operating margins increased slightly sequentially for the second straight quarter. We added more than 200 Small and Medium (“SME”) customers in the quarter, driving our total SME customer count to nearly 2,000, up 26% year over year. The previous record for SME customer additions by Cogo in a given quarter was 138 in the fourth quarter of 2011.”

Mr. Kang said, “During 2012, we entered into a service relationship with Cogobuy, an independent online marketplace for semiconductor content and IT supply chain platform. The website is owned and operated by an independent third party, not related to Cogo or any of its affiliates. The Cogobuy marketplace has already begun to help drive part of our recent SME customer additions. As traction for the website increases and the offerings continue to mature, we anticipate Cogobuy can help accelerate our footprint in the all-important SME marketplace.”

Mr. Kang followed, “The extreme pessimism that has affected Chinese equities is less apparent in our actual business results. I firmly believe we will fully exit the financial crisis a stronger company with an increasingly broad customer and supplier footprint, ready and able to take continued profitable market share from weakened competition.”

Mr. Kang said, “Our focus on working capital and cash flow continues to yield solid results. Our net cash position at the end of the quarter was $32.8 million, an increase of over $4.0 million sequentially.  We have now increased our net cash for three quarters in a row. Our cash conversion cycle fell sequentially from 100 days in the fourth quarter of 2011 to 84 days in the current quarter. Our net asset value adjusted for intangible assets, land use rights and deferred tax liabilities at the end of the quarter was $6.26 per share, up 5.0% from the fourth quarter of prior year. Cogo’s adjusted net asset value per share is approximately 3.5 times the closing price of Cogo’s shares on August 9, 2012.  Clearly, a major disconnect exists between our stock price and our financial performance and one of my primary goals as CEO and Chairman of Cogo is to remedy this imbalance.”

Mr. Kang added, “Additionally, the Audit Committee, comprised of the three Independent Board Members of Cogo, continue to make progress in the due diligence process relating to my proposal to purchase certain Cogo assets, liabilities and operating business units. Target companies of the deal account for roughly 26% of the group’s revenue, with a gross margin of 5-6% in the second quarter of 2012, versus total Cogo gross margins of 7%. I continue to believe that this purchase, which may possibly place an overall value of Cogo at $6-$8 a share, will help to legitimize the value of our financial assets.”

Financial Results
Net income attributable to Cogo Group, Inc. for the second quarter of 2012 was $1.8 million, down 59.5% from $4.2 million reported in the same period in 2011, with Non-GAAP net income attributable to Cogo Group, Inc. of $5.2 million, down 38.8% from $8.5 million reported for the same period in 2011. Diluted EPS attributable to Cogo Group, Inc. on a U.S. GAAP basis was $0.05, and Non-GAAP Diluted EPS attributable to Cogo Group, Inc. was $0.14, down 36.4% from the second quarter of 2011.

Key Financial Indicators
(all numbers in USD thousands, except share data)

Q2 2012(1)
(unaudited)

Q2 2012(1)
(unaudited)

Percentage Change

Net Revenue

$192,861

$134,584

43.3%

Cost of Sales

$179,104

$118,028

51.7%

Gross Profit

$13,757

$16,556

-16.9%

Operating Expenses

$9,923

$11,303

-12.2%

Net Income attributable to Cogo Group, Inc.

$1,796(2)

$4,170

-56.9%

EPS Diluted attributable to Cogo Group, Inc.

$0.05

$0.11

-54.5%

Non-GAAP EPS Diluted attributable to Cogo Group, Inc.

$0.14

$0.22

-36.4%

(1)    The US dollar (“USD”) amounts are calculated based on the conversion rate of $1 to RMB6.353 as of June 30, 2012 and $1 to RMB6.4635 as of June 30, 2011.

(2)    Included in the Q2 2012 net income attributable to Cogo Group, Inc. was $2.6 million of share-based compensation expenses recognized in accordance with Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation and $0.8 million of amortization of intangible assets and related deferred taxation. Non-GAAP net income attributable to Cogo Group, Inc. was $5.0 million.
  
Revenue Review
Revenue for the second quarter was $192.9 million, an increase of 43.3% compared to $134.6 million reported for the same period in 2011. The revenue breakdown includes: $72.9 million, or 37.8% of total sales for digital media (including the mobile handset business), representing a 25.9% increase year-over-year; $84.6 million, or 43.9% of total sales for telecommunications equipment, representing a 68.9% increase year-over-year; and $35.4 million, or 18.3% of total sales relating to industrial business, representing a 32.7% increase year-over-year. The Company did not record any revenue from the service business in the second quarter of 2012 or 2011. The Company is currently participating in what management believes to be some of the fastest growing Industrial end-markets in China, including the smart grid, wind power, smart meter, automotive, high-speed railway and medical equipment sectors. Over time, the Company expects to expand into other verticals in the industrial business end-market, such as electronic security.Customers UpdateIn the second quarter of 2012, blue-chip customers accounted for approximately 72% of the Company’s total revenue, up from approximately 71% for the same period in 2011. Small and medium enterprise (“SME”) customers accounted for the remaining approximately 28% of total revenue in the quarter. Management’s goal is to achieve 50% of total sales from SME customers in the longer term. It is expected that gross margins in our SME business will remain higher than our blue-chip customers in the future.Cost of sales, which includes the aggregate purchase of components from suppliers and the direct cost of services, was $179.1 million compared to $118.0 million in the second quarter of 2011, representing an increase of 51.8% year-over-year. Gross profit for the second quarter was $13.8 million, down 16.9%, compared to $16.6 million during the second quarter of last year. Gross margin for the second quarter of 2012 was 7.1%, compared to 12.3% reported for the second quarter of 2011.

Operating expenses, including selling, general and administrative, and research and development expenses, totaled $9.9 million, down 12.2%, compared to $11.3 million reported for the second quarter of 2011.

Income from operations was $3.8 million, a decrease of 28.3% from $5.3 million reported in the same period of 2011. Operating margin for the second quarter of 2012 was 2.0% compared to 3.9% for the second quarter of 2011. Excluding the effects of share-based compensation expenses and amortization of intangible assets and related deferred taxation, operating margin would have been 3.8% for the second quarter of 2012, compared to 7.2% for the same period in 2011. The effective tax rate for the second quarter of 2012 was 10.8%, compared to 10.5% for the same period in 2011. Included in the income tax expense for the quarter ended June 30, 2012 was a deferred income tax benefit of $0.2 million as a result of the amortization of intangible assets of $1.0 million. Non-controlling interests’ share of income was $1.1 million for the second quarter of 2012 as compared with $0.5 million for the second quarter of 2011.

Net income attributable to Cogo Group, Inc. for the second quarter of 2012 was $1.8 million or Diluted EPS attributable to Cogo Group, Inc. of $0.05 on a U.S. GAAP basis, compared to net income of $4.2 million, or Diluted EPS attributable to Cogo Group, Inc. of $0.11, in the second quarter of 2011. Included in the second quarter of 2012 was $2.6 million attributable to share-based compensation expenses and $0.8 million attributable to amortization of intangible assets and related deferred taxation. Excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation, the Non-GAAP net income would have been $5.2 million, or $0.14 Non-GAAP Diluted EPS attributable to Cogo Group, Inc. for the second quarter of 2012. The weighted average number of shares used in the calculation of diluted EPS was 36.4 million compared to 38.7 million in the second quarter of 2011.

For the six-month period ended June 30, 2012, the Company reported revenue of $360.7 million, an increase of 50.0% on the $240.4 million reported during the first-half year of 2011. Gross profit was $25.1 million, a decrease of 20.6% from $31.6 million reported during the first-half year of 2011. Gross margin was 7.0% of sales, compared to a gross margin of 13.1% for the same period last year. Net operating expenses were $19.0 million, a decrease of 10.4% as compared to $21.2 million for the same period last year. Income from operations was $6.1 million, a decrease of 41.3% from the $10.4 million reported during the prior year period. The Non-GAAP operating margin, excluding share-based compensation expense and amortization of intangible assets, was 3.6%, as compared to 7.8% for the same period last year, as a result of decreased gross margin. The Company had an effective tax rate of 11.9% compared to 10.6% during the prior year period. Non-controlling interests’ share of income was $1.7 million as compared to $0.9 million during the first-half year of 2011. Net income attributable to Cogo Group, Inc. for the half-year period was down 64.3% at $3.0 million from the same period last year.

Balance Sheets and Cash Flows
Total cash, including pledged bank deposits, was $157.4 million at the end of the second quarter of 2012, down from $159.5 million as of December 31, 2011. Bank borrowings decreased to $124.7 million as of June 30, 2012, down from $135.7 million as of December 31, 2011. The Company has a current ratio of 2.4 to 1 and generated operating cash flow of $4.7 million during the second quarter of 2012.

Inventories increased from $52.0 million as of December 31, 2011 to $67.7 million as of June 30, 2012 as the Company prepares for seasonal order strength in the second half of 2012 from its rapidly growing customer base. Consequently, inventory turnover days was 34 days in the second quarter of 2012 compared to 31 days in the fourth quarter of 2011. Accounts receivable decreased from $149.6 million as of December 31, 2011 to $136.0 million as of June 30, 2012 and the Days Sales Outstanding decreased from 80 days as of December 31, 2011 to 64 days. Accounts payable increased from $19.3 million at the end of 2011 to $28.6 million as of June 30, 2012 and Days Payable Outstanding increased slightly from 11 to 14 days sequentially. Cogo’s cash conversion cycle decreased from 100 days in the fourth quarter of 2011 to 84 days in the second quarter of 2012.

Total equity was $249.5 million as of June 30, 2012, an increase of 3.3% from $241.5 million as of December 31, 2011. During the second quarter of 2012, the Company did not repurchase any shares due to blackout restrictions. The Company continues to view share buybacks as a strategic use of cash.

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Intel, Broadcom, Xilinx, SanDisk, Freescale, Atmel and others for a customer base of 2,100 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as nearly 2,000 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (“HDTV”).

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our business or growth strategy such as growth in digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at 
www.sec.gov.

About Non-GAAP Financial Measures:
To supplement Cogo’s unaudited consolidated financial results presented in accordance with GAAP, Cogo uses the following measures defined as Non-GAAP financial measures by the SEC: 1) Non-GAAP net income attributable to Cogo Group, Inc. which is net income attributable to Cogo Group, Inc. excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation, and 2) Non-GAAP diluted EPS attributable to Cogo Group, Inc., which is diluted EPS excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation. The presentation of these Non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these Non-GAAP financial measures, please see the table captioned “Unaudited Reconciliation of Non-GAAP measures to the most comparable GAAP measures” set forth at the end of this release.

Cogo believes that these Non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation that may not be indicative of its operating performance from a cash perspective. Cogo believes that both management and investors benefit from referring to these Non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These Non-GAAP financial measures also facilitate management’s internal comparisons to Cogo’s historical performance and liquidity. Cogo computes its Non-GAAP financial measures using the same consistent method from quarter to quarter.

Cogo believes these Non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using Non-GAAP net income attributable to Cogo Group, Inc., Non-GAAP diluted Earnings Per Share attributable to Cogo Group, Inc., Non-GAAP income from operation and Non-GAAP operating margin is that these Non-GAAP measures exclude share-based compensation expenses and amortization of intangible assets and related deferred taxation that have been and will continue to be for the foreseeable future a recurring expense in our business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each Non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to Non-GAAP financial measures.

Tables Attached

FINANCIAL INFORMATION
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
COGO GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011

 

December 31,
June 30, 2012 2011
USD’000 RMB’000 RMB’000
Assets
Current assets:
  Cash 77,926 495,067 572,364
  Pledged bank deposits 79,500 505,064 431,695
  Accounts receivable, net 135,956 863,730 941,798
  Bills receivable 9,982 63,416 39,889
  Inventories 67,740 430,351 327,482
  Income taxes receivable 282 1,793 1,932
  Prepaid expenses and other receivables 11,580 73,566 51,507
Total current assets 382,966 2,432,987 2,366,667
  Property and equipment, net 2,348 14,916 17,891
  Land use rights, net 3,019 19,177
  Intangible assets, less accumulated amortization, RMB163,916 thousand (USD25,801 thousand) in 2012 and RMB151,268 thousand in 2011 22,266 141,457 154,105
  Other assets 100 633 21,325
Total Assets 410,699 2,609,170 2,559,988
Liabilities and equity
Current liabilities:
  Accounts payable 28,622 181,838 121,538
  Bank borrowings 124,651 791,909 854,234
  Income taxes payable 2,096 13,316 16,046
  Accrued expenses and other liabilities 2,166 13,759 22,593
Total current liabilities 157,535 1,000,822 1,014,411
Deferred tax liabilities 3,674 23,340 25,427
Total liabilities 161,209 1,024,162 1,039,838
Equity
Common stock:Par value: USD0.01Authorized: 200,000,000 Shares

Issued: 42,630,169 shares in 2012, 42,309,285 shares in 2011

Outstanding: 33,881,351 shares in 2012, 33,560,467 shares in 2011

529 3,360 3,340
Additional paid in capital 222,612 1,414,255 1,382,521
Retained earnings 91,229 579,576 560,234
Accumulated other comprehensive loss (19,727) (125,327) (128,254)
294,643 1,871,864 1,817,841
Less cost of common stock in treasury, 8,748,818 shares in 2012 and 2011 (50,374) (320,025) (320,025)
Total Cogo Group, Inc. equity 244,269 1,551,839 1,497,816
Noncontrolling interests 5,221 33,169 22,334
Total equity 249,490 1,585,008 1,520,150
Total liabilities and equity 410,699 2,609,170 2,559,988

 

 

COGO GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Income and
Comprehensive Income for the three months ended June 30, 2012 and 2011

2012 2012 2011
USD’000 RMB’000 RMB’000
Net Revenue
  Product sales 192,861 1,225,247 869,881
  Service revenue
192,861 1,225,247 869,881
Cost of sales
  Cost of goods sold (179,104) (1,137,850) (762,873)
  Cost of service
(179,104) (1,137,850) (762,873)
Gross profit 13,757 87,397 107,008
Selling, general and administrative expenses (6,142) (39,023) (48,682)
Research and development expenses (3,779) (24,009) (24,381)
Other operating income (expense) (2) (12) 4
Income from operations 3,834 24,353 33,949
Interest expense (1,061) (6,741) (3,759)
Interest income 568 3,608 3,589
Earnings before income taxes 3,341 21,220 33,779
Income tax expense (360) (2,286) (3,540)
Net income 2,981 18,934 30,239
Less net income attributable to noncontrolling interests (1,185) (7,528) (3,284)
Net income attributable to Cogo Group, Inc. 1,796 11,406 26,955
Earnings per share attributable to Cogo Group, Inc.
  Basic 0.05 0.31 0.71
  Diluted 0.05 0.31 0.70
Weighted average number of common shares outstanding
  Basic 36,379,789 38,078,756
  Diluted 36,379,789 38,719,290
Comprehensive income:
Net income 2,981 18,934 30,239
Other comprehensive income
  Foreign currency translation adjustments 413 2,624 (2,442)
Comprehensive income 3,394 21,558 27,797
Less: comprehensive income attributable to noncontrolling interests (1,067) (6,783) (3,254)
Comprehensive income attributable to Cogo Group, Inc. 2,327 14,775 24,543

COGO GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Income and
Comprehensive Income for the Six months ended June 30, 2012 and 2011

Six Months ended June 30,
2012 2012 2011
USD’000 RMB’000 RMB’000
Net Revenue
  Product sales 360,725 2,291,688 1,553,643
  Service revenue
360,725 2,291,688 1,553,643
Cost of sales
  Cost of goods sold (335,582) (2,131,953) (1,349,497)
  Cost of service
(335,582) (2,131,953) (1,349,497)
Gross profit 25,143 159,735 204,146
Selling, general and administrative expenses (11,778) (74,823) (91,013)
Research and development expenses (7,539) (47,898) (46,126)
Other operating income (expense) 272 1,729 (6)
Income from operations 6,098 38,743 67,001
Interest expense (1,906) (12,110) (6,862)
Interest income 1,201 7,627 6,719
Earnings before income taxes 5,393 34,260 66,858
Income tax expense (643) (4,082) (7,113)
Net income 4,750 30,178 59,745
Less net income attributable to noncontrolling interests (1,706) (10,836) (5,734)
Net income attributable to Cogo Group, Inc. 3,044 19,342 54,011
Earnings per share attributable to Cogo Group, Inc.
  Basic 0.08 0.53 1.42
  Diluted 0.08 0.53 1.39
Weighted average number of common shares outstanding
  Basic 36,201,755 38,036,997
  Diluted 36,201,755 38,958,170
Comprehensive income:
Net income 4,750 30,178 59,745
Other comprehensive income
  Foreign currency translation adjustments 461 2,926 (3,520)
Comprehensive income 5,211 33,104 56,225
Less: comprehensive income attributable to noncontrolling interests (1,705) (10,835) (5,648)
Comprehensive income attributable to Cogo Group, Inc. 3,506 22,269 50,577

 

COGO GROUP, INC. and SUBSIDIARIES
UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

Three Months ended June,
2012 2011
$’000 $’000
Net Income
GAAP net income attributable to Cogo Group, Inc. 1,796 4,170
Share-based compensation expenses 2,569 2,842
Amortization of intangible assets and related deferred taxation 831 1,466
Non-GAAP net income attributable to Cogo Group, Inc. 5,196 8,478
Income from operation
GAAP income from operations 3,834 5,253
Share-based compensation expenses 2,569 2,842
Amortization of intangible assets 995 1,646
Non-GAAP income from operation 7,398 9,741
Operating Margin
GAAP operating margin 2.0% 3.9%
Non-GAAP operating margin 3.8% 7.2%
Earnings per share $ $
GAAP net income attributable to Cogo Group, Inc. per common share-Diluted 0.05 0.11
Non-GAAP net income attributable to Cogo Group, Inc. per common share-Diluted 0.14 0.22
Weighted average number of common shares outstanding
Basic 36,379,789 38,078,756
Diluted 36,379,789 38,719,290