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CHGS > SEC Filings for CHGS > Form 10-Q on 19-Nov-2012All Recent SEC Filings




Quarterly Report


Forward-Looking Statements:

The following discussion of the financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto. The following discussion contains forward-looking statements. Unless the context requires otherwise, references to "we", "us", "our", "the Registrant", or the "Company" refer to China GengSheng Minerals, Inc. and its subsidiaries. The words or phrases "would be," "will allow," "expect to," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," or similar expressions are intended to identify forward-looking statements. Such statements include those concerning our expected financial performance, our corporate strategy and operational plans. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties, including: (a) those risks and uncertainties related to general economic conditions in China, including regulatory factors that may affect such economic conditions; (b) whether we are able to manage our planned growth efficiently and operate profitable operations, including whether our management will be able to identify, hire, train, retain, motivate and manage required personnel or that management will be able to successfully manage and exploit existing and potential market opportunities; (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations; and (d) whether we are able to successfully fulfill our primary requirements for cash which are explained below under "Liquidity and Capital Resources." Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.


In this Form 10-Q, unless indicated otherwise, references to:

"China GengSheng Minerals", "we", "us", "our", the "Registrant" or the "Company" refer to the combined business of China GengSheng Minerals, Inc., a Nevada corporation (formerly, China Minerals Technologies, Inc.) and its wholly-owned BVI subsidiary, GengSheng International Corporation, or GengSheng International, GengSheng International's wholly owned BVI subsidiary, Smarthigh Holdings Limited, or Smarthigh and GengSheng International's wholly-owned Chinese subsidiary, Zhengzhou Duesail Fracture Proppant Co. Ltd., or Duesail, and Duesail's wholly-owned subsidiary, Henan Yuxing Proppant Co., Ltd., or Yuxing and GengSheng International's wholly-owned Chinese subsidiary, Henan GengSheng Refractories Co., Ltd., or Refractories, and Refractories's majority-owned subsidiary, Henan GengSheng High-Temperature Materials Co., Ltd., or High Temperature, and Refractories's wholly-owned subsidiary, Henan GengSheng Micronized Powder Materials Co., Ltd., or Micronized, and Henan GengSheng's wholly-owned subsidiary, Guizhou Southeast Prefecture GengSheng New Materials Co., Ltd., or Prefecture;

"Powersmart" or "GengSheng International" refer to GengSheng International Corporation, a BVI company (formerly, Powersmart Holdings Limited) that is wholly-owned by China GengSheng Minerals;

"Securities Act" refers to the Securities Act of 1933, as amended, and "Exchange Act" refer to Securities Exchange Act of 1934, as amended;

"China" and "PRC" refer to the People's Republic of China, and "BVI" refers to the British Virgin Islands;

"RMB" refers to Renminbi, the legal currency of China; and

"U.S. dollar," "$" and "US$" refers to the legal currency of the United States. For all U.S. dollar amounts reported, the dollar amount has been calculated on the basis that RMB1 = $0.1574 for its December 31, 2011 audited balance sheet, and RMB1 = $0.1581 for its September 30, 2012 unaudited balance sheet, which were determined based on the currency conversion rate at the end of each respective period. The conversion rates of RMB1 = $0.1581 is used for the condensed consolidated statement of income and comprehensive income and consolidated statement of cash flows for the third quarter of 2012, and RMB1 = $0.1537 is used for the condensed consolidated statement of income and comprehensive income and consolidated statement of cash flows for the third quarter of 2011; both of which were based on the average currency conversion rate for each respective quarter.

Overview of Company

We are a Nevada holding company operating in the materials technology industry through our subsidiaries in China. We develop, manufacture and sell a broad range of mineral-based, heat-resistant products capable of withstanding high temperatures, saving energy and boosting productivity in industries such as steel and oil. Our products include refractory products, industrial ceramics, fracture proppants and fine precision abrasives.

Currently, we conduct our operations in China through our wholly owned subsidiaries, Henan GengSheng Refractories Co., Ltd. ("Refractories"), Zhengzhou Duesail Fracture Proppant Co., Ltd. ("Duesail"), Henan GengSheng Micronized Powder Materials Co., Ltd. ("Micronized"), Guizhou Southeast Prefecture GengSheng New Materials Co., Ltd. ("Prefecture") and Henan Yuxing Proppant Co., Ltd., ("Yuxing"), and through our majority owned subsidiary, Henan GengSheng High-Temperature Materials Co., Ltd. ("High-Temperature"). Through our wholly owned BVI subsidiary, GengSheng International, and its wholly owned Chinese subsidiary, Refractories, which has an annual production capacity of approximately 127,000 tons, we manufacture refractories products. We manufacture fracture proppant products through Duesail, which has an annual production capacity of approximately 66,000 tons, and Yuxing, which has designed annual production capacity of approximately 60,000 tons. We manufacture fine precision abrasives products through Micronized, which has designed annual production capacity of approximately 22,000 tons. Through our majority owned subsidiary, High-Temperature, which has an annual production capacity of approximately 150,000 units, we manufacture industrial and functional ceramic products.

We sell our products to over 170 customers in the iron, steel, oil, glass, cement, aluminum, chemical and solar industries located in China and other countries in Asia, Europe and North America. Our refractory customers are companies in the steel, iron, petroleum, chemical, coal, glass and mining industries. Our fracture proppant products are sold to oil and gas companies. Our industrial ceramics are used in the utilities and petrochemical industries. Our fine precision abrasives are marketed to solar companies and optical equipment manufacturers. Our largest customers, measured by percentage of our revenue, mainly operate in the steel industry and oil industry. Currently, most of our revenues are derived from the sale of our monolithic refractory products and fracture proppants products to customers in China.

Our principal executive offices are located at No. 88 Gengsheng Road, Dayugou Town, Gongyi, Henan, People's Republic of China 451271 and our telephone number is (86) 371-6405-9863.

Corporate Structure

We conduct our operations in China through our wholly owned subsidiaries Refractories, Duesail, Yuxing, Micronized and Prefecture and through our majority owned subsidiary, High-Temperature.

The following chart reflects our organizational structure as of the date of this report.

[[Image Removed]]

Corporate History

We were originally incorporated under the laws of the State of Washington, on November 13, 1947, under the name Silver Mountain Mining Company. From our inception until 2001, we operated various unpatented mining claims and deeded mineral rights in the State of Washington, but we abandoned these operations entirely by 2001. On August 15, 2006, we changed our domicile from Washington to Nevada when we merged with and into Point Acquisition Corporation, a Nevada corporation. From about 2001 until our reverse acquisition of Powersmart on April 25, 2007, which is discussed in the next section entitled "Acquisition of Powersmart and Related Financing", we were a blank check company and had no active business operations. On June 11, 2007, we changed our corporate name from "Point Acquisition Corporation" to "China Minerals Technologies, Inc." and subsequently changed our name again to "China GengSheng Minerals, Inc." on July 26, 2007.

Acquisition of Powersmart and Related Financing

On April 25, 2007, we completed a reverse acquisition transaction through a share exchange with GengSheng International Corporation (formerly, Powersmart Holdings Limited) whereby we issued to the sole shareholder of Powersmart Holdings Limited, Shunqing Zhang, 16,887,815 shares of China GengSheng Minerals, Inc. common stock, in exchange for all of the issued and outstanding capital stock of Powersmart. By this transaction, Powersmart became our wholly owned subsidiary and Mr. Zhang became our controlling stockholder.

On April 25, 2007, we also completed a private placement financing transaction pursuant to which we issued and sold 5,347,594 shares of our common stock to certain accredited investors for $10 million in gross proceeds.

On January 4, 2011, the Company and certain institutional investors entered into a securities purchase agreement pursuant to which the Company sold to such investors an aggregate of 2,500,000 shares of common stock at a price of $4.00 per share for aggregate gross proceeds to the Company of $10,000,000. The shares of common stock, warrants to purchase common stock and shares of common stock issuable upon exercise of the investor warrants were issued pursuant to a prospectus supplement dated as of January 10, 2011, which was filed with the Securities and Exchange Commission in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-165486), which became effective on April 28, 2010, and the base prospectus dated as of April 28, 2010 contained in such registration statement.

Our Products

The following table set forth sales information about our product mix in each of
the third quarter of 2012 and 2011, and the first nine months of 2012 and 2011.

      (All amounts, other than percentages, in thousands of U.S. dollars)

                        Three Months Ended September 30                       Nine Months Ended September 30
                              2012         2011                               2012                             2011
                           Percentage                 Percentage                 Percentage                 Percentage
                Sales       of sales       Sales       of sales       Sales       of sales       Sales       of sales
               revenue      revenue       revenue      revenue       revenue      revenue       revenue      revenue
Refractories $   9,251          39.2%   $  13,380          62.4%   $  30,809          54.1%   $  35,859          61.7%
Ceramics           573           2.4%         157           0.7%       1,434           2.5%         879           1.5%
Proppants       12,840          54.3%       5,709          26.6%      18,059          31.7%      16,845          29.0%
Abrasive           963           4.1%       2,217          10.3%       6,656          11.7%       4,499           7.8%
             $  23,627         100.0%   $  21,463         100.0%   $  56,958         100.0%   $  58,082         100.0%


Revenue from our refractories segment accounted for approximately 39.2% of sales revenue in the third quarter of 2012. Our refractory products have high-temperature resistant qualities and can function under thermal stress that is common in many heavy industrial production environments. Because of their unique high-temperature resistant qualities, the refractory products are used as linings and key components in many industrial furnaces, such as steel production furnaces, ladles, vessels, and other high-temperature processing machines that must operate at high temperatures for a long period of time without interruption. The majority of our customers are in the iron, steel, cement, chemical, coal, glass, petro-chemical and nonferrous industries.

We provide a customized solution for each order of our monolithic refractory materials based on customer-specific formulas. Upon delivery to customers, the monolithic materials are applied to the inner surfaces of our customers' furnaces, ladles or other vessels to improve the productivity of that equipment. The product benefits our customers as it lowers the overall cost of production and improves financial performance. The reasons that the monolithic materials can help our customers improve productivity, lower production costs and achieve stronger financial performance include the following: (i) monolithic refractory castables can be cast into complex shapes which are unavailable or difficult to achieve by alternative products such as shaped bricks; (ii) monolithic refractory linings can be repaired, and in some cases, even reinstalled, without furnace cool-down periods or steel-production interruptions, and therefore improve the steel makers' productivity; (iii) monolithic refractories can form an integral surface without joints, enhancing resistance to penetration, impact and erosion, and thereby improving the equipment's operational safety and extending their useful service lives; (iv) monolithic refractories can be installed by specialty equipment either automatically or manually, thus saving construction and maintenance time as well as costs; and (v) monolithic refractories can be customized to specific requirements by adjusting individual formulas without the need to change batches of shaped bricks, which is a costly procedure. Our refractory products and their features are described as follows:

Castable, coating, and dry mix materials. Offerings within this product line are used as linings in containers such as a tundish used for pouring molten metal into a mold. The primary advantages of these products are speed and ease of installation for heat treatment.

Low-cement and non-cement castables. Our low-cement and non-cement castable products are typically used in reheating furnaces for producing steel. These castable products are highly durable and can last up to five years.

Pre-cast roofs. These products are usually used as a component of electric arc furnaces. They are highly durable, and in the case of our corundum-based, pre-cast roof, products can endure approximately 160 to 220 complete operations of furnace heating.

We also have a production line for pressed bricks, which is a type of "shaped" refractory, for steel production. The annual designed production capacity of our shaped refractory products is approximately 15,000 metric tons.

Finally, we provide a full-service option to our steel customers, which include refractory product installation, testing, maintenance, repair and replacement. Refractory product sales are often enhanced by our on-site installation and technical support personnel. Our installation services include applying refractory materials to the walls of steel-making furnaces and other high temperature vessels to maintain and extend their lives. Our technical service staff assure that our customers can achieve their desired productivity objectives. They also measure the refractory wear at our customer sites to improve the quality of maintenance and overall performance of our customers' equipment. Full-service customers contributed approximately 35.2% of the Company's total sales in the first nine months of 2012, compared with 31.1% in the same period of 2011. We believe that these services, together with our refractory products, provide us a strategic advantage.

Industrial Ceramics

Revenue from our Industrial Ceramics segment accounted for approximately 2.4% of sales revenue in the third quarter of 2012. Our industrial ceramic products, including abrasive balls and tiles, valves, electronic ceramics and structural ceramics, are components for a variety of end products such as fuses, vacuum interrupters, electrical components, mud slurry pumps, and high-pressure pumps. Such end use products are used in the electric power, electronic component, industrial pump, and metallurgy industries.

Fracture Proppants

Revenue from our Fracture Proppants segment accounted for approximately 54.3% of sales revenue in the third quarter of 2012. Our fracture proppant products are very fine ball-like pellets, used to reach pockets of oil and natural gas deposits that are trapped in the fractures under the ground. Oil drillers inject the pellets into those fractures, squeezing out the trapped oil or natural gas, which leads to higher yield. Our fracture proppant products are available in several different particle sizes (measured in millimeters). They are typically used to extract crude oil and natural gas, which increases the productivity of crude oil and natural gas wells. These products are highly resistant to pressure. In October 2007, our fracture proppant products were recognized by China National Petroleum Corporation (the "CNPC"), China Petroleum & Chemical Corporation (the "Sinopec") and China National Offshore Oil Corporation (the "CNOOC") as their supplier of fracture proppant products for their oil and gas-drilling operation.

Fine Precision Abrasives

Revenue from our Fine Precision Abrasives segment accounted for approximately 4.1% of our sales revenue in the third quarter of 2012. Fine precision abrasives are used for producing a super-fine, super-consistent finish on certain products. A high-strength polyester backing provides a uniform base for a coating of micron-graded mineral particles that are uniformly dispersed for greater finishing efficiency. Our fine precision abrasives are made from silicon carbide. They are ultra-fine, high-strength pellets with uniform shape, and they are used for surface-polishing and slicing of precision instruments such as solar panels. Currently, the type of abrasives that we produce is in high demand among solar-energy companies. Solar energy companies use fine precision abrasives to cut silicon bars and to polish equipment surfaces so that they can be smooth and reflective. Our products can be utilized in a broad range of areas including machinery manufacturing, electronics, optical glass, architecture, industry development, semiconductor, silicon chip, plastic and lens.

Third Quarter of 2012 Summary

Our financial performance in the third quarter of 2012 is summarized as follows:

Sales revenue increased by approximately $2.1 million, or 10.1%, to approximately $23.6 million for the third quarter of 2012, from approximately $21.5 million for the same period in 2011.

Gross profit decreased by approximately $380,000, or 6.9%, to approximately $5.1 million for the third quarter of 2012, from approximately $5.5 million for the same period in 2011. Gross profit margin was 21.7% for the third quarter of 2012, compared with 25.6% for the same period in 2011. The decrease in gross profit margin was largely attributed to the lower gross profit margin in our fine precision abrasives segment as weak demand from solar industry continued to drive down our selling price in the third quarter, the lower gross profit margin in fracture proppants segment as well as the rising costs of raw materials and energy in refractories segment. Net loss increased by approximately $3.1 million, to approximately $2.2 million for the third quarter of 2012, from a net income of approximately $853,000 for the same period in 2011.

Our condensed consolidated balance sheet (unaudited) as of September 30, 2012 included current assets of approximately $138.0 million and total assets of approximately $179.3 million, with working capital of approximately $3.8 million.

Uncertainties that Affect our Financial Condition

Continued Industry Consolidation of Steel Makers Further Squeezed Our Profit in Refractories Segment

Although the crude steel output in China reached a new record of approximate 696 million metric tons in 2011, the steel industry still faces overcapacity and weak demand from both domestic and international market. In addition, the PRC government's continued policy to squeeze out small to mid-sized steel makers reduced the overall demand for refractories. As revenue from our refractories segment accounted for a large portion of our total sales revenue and many of our customers are in the steel industry, the continued industry consolidation of steel makers have a deep impact on us and further squeezed our profit in the refractories segment.

Considerable Increase of Raw Material Prices and Decrease in Gross Profit Margin

In 2011, China saw its highest inflation rate in over 10 years. While the overall inflation started to ease in 2012, the increase in raw materials prices, labor costs and fuel and utilities costs continued to impact us. Also, in a fragmented market, hardly could the selling price of our products keep pace with the increase in raw materials prices on a timely basis.

Increase in Financing Costs Further Limited Our Ability to Expand Business

The unfavorable payment term offered by our customers in refractories segment and fine precision abrasives segment strained our working capital needs, and as a result significantly increased our financing costs, as banks charged higher interest rates when we discounted more bills receivables to meet our working capital needs.

Uncertainties Facing Our Fracture Proppants Segment

Starting from 2012, more and more Chinese manufacturers of fracture proppants products started to sell their products directly in the U.S. market. Since our sales of fracture proppants products in the U.S. market were mainly through wholesalers and distributors, the change in the market condition made it nearly impossible for us to continue sales in the U.S. market while still maintaining a reasonable profit margin. As a result, our sales in the U.S. market were discontinued temporarily in the first nine months of 2012. We are currently looking at other alternatives to increase our sales of fracture proppants products, especially restore our profitable sales in the U.S. market; however, we cannot guarantee sales and gross profit margin in fracture proppants segment can maintain the level seen in 2011.

Deteriorating Market for Our Fine Precision Abrasives Segment

China's solar industry is experiencing severe challenge with many large solar panel manufacturers struggling to survive. As a supplier of solar-energy companies, we are facing remarkable uncertainties in maintaining our current customers. If we cannot continue our sales of fine precision abrasives products to solar industry or have to reduce selling price significantly, our revenue will decline and we may need to discontinue our production.

Results of Operations

Comparison of Three-Month Periods ended September 30, 2012 and 2011

The following table summarizes the results of our operations during the
three-month periods ended September 30, 2012 and 2011, and provides information
regarding the dollar and percentage increase or (decrease) during the
three-month periods ended September 30, 2012 and 2011.

             (All amounts, other than percentages, in U.S. dollars)

                                  Three-Month Period               Three-Month Period
                               Ended September 30, 2012         Ended September 30, 2011
                                                As a                             As a
                             Dollars in     percentage of     Dollars in     percentage of
Statement of operations      thousands      sales revenue     thousands      sales revenue

Sales Revenue                    23,627            100.0%         21,463            100.0%
Cost of goods sold              (18,503 )          -78.3%        (15,959 )          -74.4%
Gross profit                      5,124             21.7%          5,504             25.6%

Operating expenses
     General and
administrative expenses           1,693              7.2%          1,683              7.8%
     Research and
development expenses                308              1.3%            272              1.3%
     Selling expenses             3,599             15.2%          2,100              9.8%
Total operating expenses          5,600             23.7%          4,055             18.9%

(Loss) income from
operations                         (476 )           -2.0%          1,449              6.7%

Government grant income             164              0.7%            360              1.7%
Guarantee income                    142              0.6%            174              0.8%
Guarantee expenses                 (137 )           -0.6%            (67 )           -0.3%
Equity in net loss of a
non-consolidated affiliate          (24 )           -0.1%              -              0.0%
Interest income                     186              0.8%            368              1.7%
Change in fair value of
warranty liabilities                  -              0.0%             60              0.3%
Other income                          1              0.0%             36              0.2%
Finance costs                    (1,989 )           -8.4%         (1,364 )           -6.4%

(Loss) income before
income taxes and
noncontrolling interest          (2,133 )           -9.0%          1,016              4.7%
Income taxes                        (59 )           -0.3%           (176 )           -0.8%
Noncontrolling interest              (8 )            0.0%             13              0.1%

Net (loss) income
attributable to Company's
common stockholders              (2,200 )           -9.3%            853              4.0%

                              Three-Month       Three-Month      Dollar ($)     Percentage
                             Period Ended      Period Ended       Increase       Increase
                             September 30,     September 30,     (Decrease)     (Decrease)
Dollars in thousands             2012              2011

Sales Revenue                       23,627            21,463          2,164          10.1%
Cost of goods sold                 (18,503 )         (15,959 )        2,544          15.9%
Gross profit                         5,124             5,504           (380 )        -6.9%
Operating expenses
     General and
administrative expenses              1,693             1,683             10           0.6%
     Research and
development expenses                   308               272             36          13.2%
   Selling expenses                  3,599             2,100          1,499          71.4%
Total operating expenses             5,600             4,055          1,545          38.1%

(Loss) income from
operations                            (476 )           1,449         (1,925 )      -132.9%

Government grant income                164               360           (196 )       -54.4%
. . .
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