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Sino-Forest Corporation Reports Third Quarter 2004 Results; 'All amounts are expressed in U.S. dollars, unless otherwise indicated'.


TORONTO Toronto (tərŏn`tō), city (1998 est pop. 2,400,000), provincial capital, S Ont., Canada, on Lake Ontario. Toronto is the largest city in Canada and since the 1970s has been one of the fastest-changing cities in North America, experiencing  -- Sino-Forest Corporation ("we" or the "Company") (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
:TRE TRE Tampere (Finland)
TRE Tribunal Regional Eleitoral (Brazil)
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TRE Theologische Realenzyklopädie
) today announced its results for the three months ended September September: see month.  30, 2004.

Sino-Forest reported third quarter net income increased 35.5%, to $16.4 million compared to $12.1 million in the third quarter of 2003. Net income was $0.12 per diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 share in the third quarter of 2004 compared to $0.11 per diluted share in the third quarter of 2003. Our gross profit(1) increased 60.9%, to $32.5 million in the third quarter of 2004, compared to $20.2 million in the third quarter of 2003. Gross profit margin Gross profit margin

Gross profit divided by sales, which is equal to each sales dollar left over after paying for the cost of goods sold.


gross profit margin

A measure calculated by dividing gross profit by net sales.
 increased to 34.4% in the third quarter of 2004, compared to 25.5% in the third quarter of 2003. Our gross profit margin from sales of standing timber timber: see lumber; wood.  increased to 70.4% in the third quarter of 2004, compared to 54.2% in the third quarter of 2003. Cash flows from operating activities increased 16.1%, to $14.4 million in the third quarter of 2004, compared to $12.4 million in the third quarter of 2003 as a result of an increase in cash provided by operation offset by an increase in funding for working capital balances in the third quarter of 2004 compared to the third quarter of 2003.

Revenue increased 19.7%, to $94.7 million in the third quarter of 2004, compared to $79.1 million in the third quarter of 2003. The increase in revenue was mainly due to the increase in revenue from wood chips and standing timber sales. Revenue from sales of standing timber increased 81.0%, from $15.3 million in the third quarter of 2003 to $27.7 million in the third quarter of 2004. We sold 7,235 hectares of standing timber, compared to 5,789 hectares in the third quarter of 2003. The average selling price The average sales price of goods or commodities. Especially used in the retail sector and technology distribution.  of our standing timber in the third quarter was $3,829 per hectare hectare (hĕk`târ, –tär), abbr. ha, unit of area in the metric system, equal to 10,000 sq m, or about 2.47 acres.  compared to $2,638 per hectare in the third quarter of 2003. The increase in average selling price in the third quarter reflected the sale of pine trees from our purchased tree plantations PLANTATIONS. Colonies, (q.v.) dependencies. (q.v.) 1 Bl. Com. 107. In England, this word, as it is used in St. 12, II. c. 18, is never applied to, any of the British dominions in Europe, but only to the colonies in the West Indies and America. 1 Marsh. Ins, B. 1, c. 3, Sec. 2, page 64.  which command higher average selling prices compared to the sale of eucalyptus eucalyptus (y'kəlĭp`təs): see myrtle.
eucalyptus
 trees. In the third quarter of 2004, we sold 6,478 hectares of pine trees and 757 hectares of eucalyptus trees compared to 5,789 hectares of eucalyptus trees sold in the third quarter of 2003. Revenue from sales of wood chips increased 7.8%, from $40.8 million in the third quarter of 2003 to $44.0 million in the third quarter of 2004. We sold 463,200 bone dry metric tons (Transparent Optical Networking Services) A marketing term for providing dark fiber to a customer. The customer is responsible for generating the transmission signal and interpreting it at the other end. See dark fiber.  of wood chips in our wood chips trading operations, compared to 441,400 bone dry metric tons in the third quarter of 2003. The average selling price of wood chips in the third quarter was $95 per bone dry metric ton, compared to $92 per bone dry metric ton in the third quarter of 2003. Revenue from sales of wood-based products were $18.5 million in the third quarters of 2003 and 2004. Revenue from commission income for the third quarters of each of 2003 and 2004 was $4.5 million. Agency fees on the sale of 304,300 bone dry metric tons and 306,100 bone dry metric tons of wood chips in the third quarters of 2003 and 2004 respectively were $14.7 per bone dry metric ton.

Costs and expenses were $70.9 million in the third quarter of 2004, an increase of $9.2 million from $61.7 million in the third quarter of 2003. Our selling, general and administrative expenses increased from $2.3 million in the third quarter of 2003 to $8.0 million in the third quarter of 2004, primarily due to a charge for stock-based compensation expense of $3.1 million and the write-off Write-Off

A reduction in the value of an asset or earnings by the amount of an expense or loss. Companies are able to write off certain expenses that are required to run the business, or have been incurred in the operation of the business and detract from retained revenues.
 of certain fees and expenses totaling $1.8 million relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the aborted a·bort  
v. a·bort·ed, a·bort·ing, a·borts

v.intr.
1. To give birth prematurely or before term; miscarry.

2. To cease growth before full development or maturation.

3.
 plan to list the ordinary shares of Sino-Wood Partners, Limited in Hong Kong Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov. . Interest expense increased to $4.6 million in the third quarter of 2004 from $3.2 million in the third quarter of 2003, reflecting the issuance of the non-convertible guaranteed senior notes in the third quarter of 2004. We had an exchange loss on long-term debt Long-Term Debt

Loans and financial obligations lasting over one year.

Notes:
For example debts obligations such as bonds and notes which have maturities greater than one year would be considered long-term debt.
 of $0.5 million in the third quarter of 2004, compared to an exchange loss on long-term debt of $0.2 million, reflecting the strengthening of the Euro against the U.S. dollars in the third quarter of 2004.

We have completed the final documentation to purchase the initial 50,000 hectares of mature pine pursuant to the Heyuan Heyuan (河源) is a prefecture-level city of Guangdong Province in the People's Republic of China. Heyuan has a population of about 207,600. The majority of the people are Cantonese and Hakka. Heyuan includes many rainforests.  Pine Acquisition Undertaking. We have also commenced the sale of pine logs in October October: see month.  2004 in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with our plan.

(1) Gross profit for any period is defined as total revenue less cost of sales. Gross profit is presented as additional information because we believe that it is a useful measure for certain investors to determine our operating performance. Gross profit is not a recognized term under Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma.  GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
 and should not be considered as an alternative to net income as an indicator Indicator

Anything used to predict future financial or economic trends.

Notes:
In the context of technical analysis, an indicator is a mathematical calculation based on a securities price and/or volume. The result is used to predict future prices.
 of our operating performance or any other measure of performance derived de·rive  
v. de·rived, de·riv·ing, de·rives

v.tr.
1. To obtain or receive from a source.

2.
 in accordance with Canadian GAAP. Because it is not a Canadian GAAP measure, gross profit may not be comparable to similar measures presented by other companies. Gross profit is determined as follows:
3 Months Ended September 30  9 Months Ended September 30
                        2004       2003                2004     2003
                        ----       ----                ----     ----
                      $000's     $000's              $000's   $000's
                      ------     ------              ------   ------
Total revenue         94,715     79,066             200,316  183,403
Cost of sales        (62,166)   (58,908)           (137,655)(138,864)
                     -------    -------             -------  -------
Gross profit          32,549     20,158              62,661   44,539
                     -------    -------             -------  -------
                     -------    -------             -------  -------



Please note: This press release may contain projections and forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 regarding future events. Such forward-looking statements are not guarantees of future performance of the Company and are subject to risks and uncertainties that could cause actual results and company plans and objectives to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, but not limited to, changes in China and international economies; changes in currency exchange rates; changes in worldwide demand for the Company's products; changes in worldwide production and production capacity in the forest products industry; competitive pricing pressures for the Company's products and changes in wood and timber costs.
SINO-FOREST CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Expressed in thousands of U.S. dollars, except for earnings per
 share information)
(Unaudited)


                                   3 Months Ended     9 Months Ended
                                     September 30       September 30
                                    2004     2003      2004     2003
                                       $        $         $        $
--------------------------------------------------------------------

Revenue
Sales                             90,205   74,580   191,022  174,114
Commission income                  4,510    4,486     9,294    9,289
--------------------------------------------------------------------
                                  94,715   79,066   200,316  183,403
--------------------------------------------------------------------
Costs and expenses
Cost of sales                     62,166   58,908   137,655  138,864
Selling, general and
 administration                    7,958    2,262    13,339    7,318
Depreciation and amortization        809      492     2,246    1,451
--------------------------------------------------------------------
                                  70,933   61,662   153,240  147,633
--------------------------------------------------------------------
Income from operations            23,782   17,404    47,076   35,770
Interest expense (note 2)         (4,573)  (3,188)   (8,386)  (9,063)
Exchange gain (loss) on
 long-term debt                     (498)    (170)      190   (1,969)
Interest income                      448       39       592      179
Amortization of deferred financing
 costs                            (1,129)    (248)   (1,609)    (594)
--------------------------------------------------------------------
Income before income taxes        18,030   13,837    37,863   24,323
Provision for income taxes        (1,642)  (1,732)   (2,861)  (2,179)
--------------------------------------------------------------------
Net income for the period         16,388   12,105    35,002   22,144
--------------------------------------------------------------------
--------------------------------------------------------------------

Earnings per share (note 8)
Basic                               0.12     0.15      0.30     0.29
--------------------------------------------------------------------
--------------------------------------------------------------------
Diluted                             0.12     0.11      0.30     0.23
--------------------------------------------------------------------
--------------------------------------------------------------------

Retained Earnings
Retained earnings, beginning of
 period                                             177,533  147,353
Net income for the period                            35,002   22,144
--------------------------------------------------------------------
Retained earnings, end of period                    212,535  169,497
--------------------------------------------------------------------
--------------------------------------------------------------------

See accompanying notes



SINO-FOREST CORPORATION

CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars) (Unaudited)


                                                 As at         As at
                                          September 30,  December 31,
                                                  2004          2003
                                                     $             $
--------------------------------------------------------------------

ASSETS
Current
Cash and cash equivalents                       71,137         6,929
Short-term deposits                            176,371        21,674
Accounts receivable                             66,553        67,345
Due from PRC CJV partners                        2,700         6,688
Deposit for the purchase of plantations          6,041         6,041
Other receivables and prepaid expenses           4,855         5,818
Inventories                                      2,416         1,170
--------------------------------------------------------------------
Total current assets                           330,073       115,665
--------------------------------------------------------------------
Capital assets, net                            380,957       298,410
Deferred financing costs, net                    9,193         4,230
Other assets                                       638           549
--------------------------------------------------------------------
                                               720,861       418,854
--------------------------------------------------------------------
--------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Bank indebtedness (note 3)                      30,248        39,025
Accounts payable and accrued liabilities
 (note 10)                                      21,216        22,051
Income taxes payable                            16,323        13,465
Current portion of long-term debt (note 4)           -        43,388
--------------------------------------------------------------------
Total current liabilities                       67,787       117,929
--------------------------------------------------------------------
Long-term debt (note 4)                        300,000        55,953
--------------------------------------------------------------------
Total liabilities                              367,787       173,882
--------------------------------------------------------------------
Shareholders' equity
Share capital (note 5)                         134,795        67,439
Contributed surplus (note 6)                     5,744             -
Retained earnings                              212,535       177,533
--------------------------------------------------------------------
Total shareholders' equity                     353,074       244,972
--------------------------------------------------------------------
                                               720,861       418,854
--------------------------------------------------------------------
--------------------------------------------------------------------

See accompanying notes



SINO-FOREST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)(Unaudited)


                                   3 Months Ended     9 Months Ended
                                     September 30       September 30
                                    2004     2003      2004     2003
                                       $        $         $        $
--------------------------------------------------------------------

CASH FLOWS FROM OPERATING
 ACTIVITIES
Net income for the period         16,388   12,105    35,002   22,144
Add (deduct) items not
 affecting cash
 Depletion of timber holdings      8,212    7,036    20,272   21,065
 Accretion of Exchangeable Notes       6    1,187        23    3,820
 Exchange loss (gain) on
  long-term debt                     498      170      (190)   1,969
 Depreciation and amortization       809      492     2,246    1,451
 Stock-based compensation          3,051        -     5,744        -
 Amortization of redemption
  premium on long-term debt          558      731     2,015    1,641
 Amortization of deferred
  financing costs                  1,129      248     1,609      594
 Provision for impairment of an
  interest rate cap agreement        196        -       391        -
--------------------------------------------------------------------
                                  30,847   21,969    67,112   52,684
Net change in non-cash working
 capital balances (note 7)       (16,420)  (9,619)   10,066  (15,953)
--------------------------------------------------------------------
Cash flows from operating
 activities                       14,427   12,350    77,178   36,731
--------------------------------------------------------------------
CASH FLOWS FROM FINANCING
 ACTIVITIES
Issuance of long-term debt       300,000        -   300,000   19,017
Increase (decrease) in bank
 indebtedness                        340      551    (8,777)    (977)
Issuance of shares, net of
 issue costs                          77   12,483    67,356   12,483
Increase in deferred financing
 costs                            (9,003)       -    (9,353)  (1,191)
Repayment of long-term debt      (94,385)       -  (101,189)    (941)
Decrease in amounts due to
 related parties (note 10)        (5,655)       -    (3,937)       -
--------------------------------------------------------------------
Cash flows from financing
 activities                      191,374   13,034   244,100   28,391
--------------------------------------------------------------------
CASH FLOWS USED IN INVESTING
 ACTIVITIES
Additions to capital assets      (30,955) (19,911) (102,284) (62,855)
Decrease (increase) in short
 term deposits                  (106,243)   2,619  (154,697)   6,814
Increase in other assets             (89)       -       (89)       -
--------------------------------------------------------------------
Cash flows used in investing
 activities                     (137,287) (17,292) (257,070) (56,041)
--------------------------------------------------------------------
Net increase in cash and cash
 equivalents                      68,514    8,092    64,208    9,081
Cash and cash equivalents,
 beginning of period               2,623    2,167     6,929    1,178
--------------------------------------------------------------------
Cash and cash equivalents, end
 of period                        71,137   10,259    71,137   10,259
--------------------------------------------------------------------
--------------------------------------------------------------------

Supplemental cash flow
 information
Cash payment for interest
 charged to income                 1,758      722     4,195    2,893
Cash payment for interest
 capitalized                          26      112     1,677    1,288
--------------------------------------------------------------------
--------------------------------------------------------------------

See accompanying notes


NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Tabular figures are expressed in thousands of U.S. dollars, unless
 otherwise indicated)
(Unaudited)



1. Basis of presentation

The unaudited interim consolidated financial statements Consolidated Financial Statements

The combined financial statements of a parent company and its subsidiaries.

Notes:
Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge
 do not conform in all respects to the requirements of generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
 for annual financial statements. Accordingly, these interim consolidated financial statements should be read in conjunction conjunction, in astronomy
conjunction, in astronomy, alignment of two celestial bodies as seen from the earth. Conjunction of the moon and the planets is often determined by reference to the sun.
 with the consolidated financial statements and notes included in the Company's Annual Report for the year ended December December: see month.  31, 2003.

These interim consolidated financial statements follow the same accounting policies and methods of computation Computation is a general term for any type of information processing that can be represented mathematically. This includes phenomena ranging from simple calculations to human thinking.  as used in the consolidated financial statements for the year ended December 31, 2003.

The quarterly results are not necessarily indicative indicative: see mood.  of results to be expected for the entire year. The revenue for the third quarter of the year typically represents 25% to 30% of the entire year.

2. Interest expense
3 Months Ended     9 Months Ended
                                     September 30       September 30
                                    2004     2003      2004     2003
                                       $        $         $        $
--------------------------------------------------------------------
Interest on long-term debt         3,621    1,985     5,150    6,064
Interest on short-term debt          394      472     1,221    1,358
Amortization of redemption premium
 on long-term debt                   558      731     2,015    1,641
--------------------------------------------------------------------
                                   4,573    3,188     8,386    9,063
--------------------------------------------------------------------
--------------------------------------------------------------------



3. Bank indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421.
     2.


Certain of the Company's banking facilities are collateralized by:

(a) charges over certain of the Company's land-use rights, buildings and timber holdings which have an aggregate net book value at the consolidated balance sheet consolidated balance sheet

A balance sheet in which assets and liabilities of a parent company and its controlled subsidiaries are combined, thereby presenting balance sheet items for the parent and its subsidiaries as if they were a single firm.
 date of $8,326,000 (December 31, 2003 - $9,161,000); and

(b) certain short-term Short-term

Any investments with a maturity of one year or less.


short-term

1. Of or relating to a gain or loss on the value of an asset that has been held less than a specified period of time.
 deposits at the consolidated balance sheet date of $8,780,000 (December 31, 2003 - $8,540,000).

In respect of the timber holdings pledged pledge  
n.
1. A solemn binding promise to do, give, or refrain from doing something: signed a pledge never to reveal the secret; a pledge of money to a charity.

2.
a.
 in (a) above, the PRC CJV CJV Cooperative Joint Venture  partners have undertaken to counter-indemnify the Company from their 30% share of the harvested timber.

4. Long-term debt

On August 17, 2004, the Company issued $300 million non-convertible guaranteed senior notes. The notes bear interest at a rate of 9.125% per annum Per annum

Yearly.
 and payable semi-annually. The notes mature on August 17, 2011. Approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 $94 million of the proceeds from the notes offering were used to repay all the other long-term debts of the Company.

Effective August 16, 2004, the Company entered into a currency swap Currency Swap

A swap that involves the exchange of principal and interest in one currency for the same in another currency.

Notes:
Currency swaps were originally done to get around the problem of exchange controls.
 contract. Under the terms of the contract, the Company hedged hedge  
n.
1. A row of closely planted shrubs or low-growing trees forming a fence or boundary.

2. A line of people or objects forming a barrier: a hedge of spectators along the sidewalk.
 RMB RMB Right Mouse Button
RMB Regional Management Board (USACE)
RMB Rolf Maier Bode (musician, band)
RMB Ren Min Bi (currency of People's Republic of China) 
113,290,070 on each of August 17 and February February: see month.  17 in exchange for $13,687,500. The U.S. dollars will be used to fully pay the Company's interest payments on the $300 million senior notes due on those dates. The term of the contract is five years. The Company received $750,000 from the counter party to enter into this contract. This amount will be amortized into income over the term of the contract.

5. Share capital

Pursuant to a special resolution passed on June June: see month.  21, 2004, the Class A Subordinate-Voting Shares of the Company were reclassified as common shares.

During the nine-month period ended September 30, 2004, 200,000 stock options have been exercised for proceeds of $272,000 and 200,000 common shares were issued.

In May 2004, the Company completed a placement of 38,970,000 common shares for aggregate gross proceeds of $74,284,000. Share issue costs relating to the placement amounted to $7,277,000.

In conjunction with the completion of the equity offering in May 2004, the Company purchased from management certain rights to acquire shares in Sino-Wood Partners, Limited pursuant to securities purchase agreements for approximately Cdn$12,000,000. The amount is paid by the issuance of 2,400,000 common shares valued at Cdn$2.65 per share based upon the offering price. One half of the shares will vest 90 days following the completion of the offering and the remaining one half will vest on the first anniversary of the completion of the offering. The Company will record compensation expense of approximately $7,800,000 over the vesting Vesting

The process by which employees accrue non-forfeitable rights over employer contributions that are made to the employee's qualified retirement plan account.

Notes:
 period. The compensation expense recorded in the third quarter of 2004 amounted to $2,846,000.

On May 11, 2004, options to acquire 2,820,000 common shares were granted to employees and independent directors at an exercise price of Cdn$2.72 in accordance with the Company's stock option plan. The options granted will vest over 3 years and expire expire /ex·pire/ (ek-spi´er)
1. to exhale.

2. to die.


ex·pire
v.
1. To breathe one's last breath; die.

2. To exhale.
 on May 10, 2009. The fair value of the stock options granted was estimated to be $2,458,000 on the date of grant using the Black & Scholes Scholes(/skowlz/ or /šowlz/) could refer to the following places:

United Kingdom:
  • Scholes, Greater Manchester
  • Scholes, South Yorkshire
  • Scholes, Cleckheaton, Kirklees, West Yorkshire
  • Scholes, Holmfirth, Kirklees, West Yorkshire
 option-pricing model with the following assumptions:
--------------------------------------------------------------------
Dividend Yield                                                  0.0%
Volatility                                                     54.6%
Risk-free interest rate                                         3.7%
Expected option lives (in years)                                3.5
Weighted average fair value of each option (in U.S. dollars)  $0.87
--------------------------------------------------------------------
--------------------------------------------------------------------



The compensation expense recorded for the third quarter of 2004 with respect to the above option granted amounted to $205,000.

6. Contributed surplus

The contributed surplus of $5,744,000 represents stock-based compensation and options granted over the vesting period which was charged to the income statement during the period ended September 30, 2004.

7. Net change in non-cash working capital balances

The net change in non-cash working capital balances comprises the following:
3 Months Ended     9 Months Ended
                                     September 30       September 30
                                    2004     2003      2004     2003
                                       $        $         $        $
--------------------------------------------------------------------
Accounts receivable              (20,609) (17,874)      792  (33,480)
Due from LFB                           -    6,621         -   10,202
Due from PRC CJV partners            (97)  (2,197)    3,988    2,684
Other receivables and prepaid
 expenses                            954     (494)      572     (897)
Inventories                         (389)     618    (1,246)    (239)
Accounts payable and accrued
 liabilities                       2,080    1,977     3,102    3,608
Income taxes payable               1,641    1,730     2,858    2,169
--------------------------------------------------------------------
                                 (16,420)  (9,619)   10,066  (15,953)
--------------------------------------------------------------------
--------------------------------------------------------------------



8. Earnings per share

Basic earnings per share is based on the weighted average number of common shares outstanding during the period. The common shares pledged under the Company's share purchase loans were deducted de·duct  
v. de·duct·ed, de·duct·ing, de·ducts

v.tr.
1. To take away (a quantity) from another; subtract.

2. To derive by deduction; deduce.

v.intr.
 from the weighted average number of common shares outstanding in calculating basic earnings per share. Diluted earnings per share diluted earnings per share

An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of
 is based on the weighted average number of common shares outstanding, adjusted for stock options outstanding, shares to be issued for the purchase of certain rights to acquire shares in Sino-Wood Partners, Limited and shares acquired under share purchase loans.

The weighted average number of common shares outstanding for the period were as follows:
--------------------------------------------------------------------
                                                  Weighted average
                                                Basic        Diluted
--------------------------------------------------------------------

3 months ended September 30, 2004         136,029,000    137,034,000
9 months ended September 30, 2004         116,311,000    116,577,000
3 months ended September 30, 2003          80,727,000     90,903,000
9 months ended September 30, 2003          77,382,000     81,816,000
--------------------------------------------------------------------
--------------------------------------------------------------------


9. Segmented information

By industry segment

                              3 Months Ended          3 Months Ended
                          September 30, 2004      September 30, 2003
                       ---------------------   ---------------------
                       Plant-   Wood-          Plant-   Wood-
                       ation   Based   Total   ation   Based   Total
                           $       $       $       $       $       $
--------------------------------------------------------------------

Revenue from external
 customers

Sale of wood chips    43,963       -  43,963  40,791       -  40,791
Sale of wood-based
 products                  -  18,536  18,536       -  18,516  18,516
Sale of standing
 timber               27,706       -  27,706  15,273       -  15,273
Commission income      4,510       -   4,510   4,486       -   4,486
--------------------------------------------------------------------
                      76,179  18,536  94,715  60,550  18,516  79,066
--------------------------------------------------------------------
--------------------------------------------------------------------

Income (loss) from
 operations           25,295  (1,513) 23,782  18,432  (1,028) 17,404
--------------------------------------------------------------------
--------------------------------------------------------------------

Identifiable assets  586,790 134,071 720,861 297,336 104,492 401,828
--------------------------------------------------------------------
--------------------------------------------------------------------

Interest income          432      16     448      35       4      39
--------------------------------------------------------------------
--------------------------------------------------------------------

Interest expense       2,329   2,244   4,573     375   2,813   3,188
--------------------------------------------------------------------
--------------------------------------------------------------------

Depreciation and
 amortization            103     706     809      16     476     492
--------------------------------------------------------------------
--------------------------------------------------------------------

Provision for
 (recovery of)
 income taxes          1,720     (78)  1,642   1,772     (40)  1,732
--------------------------------------------------------------------
--------------------------------------------------------------------

Depletion of timber
 holdings included
 in cost of sales      8,212       -   8,212   7,036      -    7,036
--------------------------------------------------------------------
--------------------------------------------------------------------

Additions to capital
 assets               29,694   1,261  30,955  19,156    755   19,911
--------------------------------------------------------------------
--------------------------------------------------------------------


By industry segment

                              9 Months Ended          3 Months Ended
                          September 30, 2004      September 30, 2003
                       ---------------------   ---------------------
                       Plant-   Wood-          Plant-   Wood-
                       ation   Based   Total   ation   Based   Total
                           $       $       $       $       $       $
--------------------------------------------------------------------


Revenue from external
 customers

Sale of wood chips    92,015       -  92,015  85,823       -  85,823
Sale of wood-based
 products                  -  43,367  43,367       -  48,827  48,827
Sale of standing
 timber               55,640       -  55,640  39,464       -  39,464
Commission income      9,294       -   9,294   9,289       -   9,289
--------------------------------------------------------------------
                     156,949  43,367 200,316 134,576  48,827 183,403
--------------------------------------------------------------------
--------------------------------------------------------------------

Income (loss) from
 operations           50,224  (3,148) 47,076  37,875  (2,105) 35,770
--------------------------------------------------------------------
--------------------------------------------------------------------

Identifiable assets  586,790 134,071 720,861 297,336 104,492 401,828
--------------------------------------------------------------------
--------------------------------------------------------------------

Interest income          432     160     592      36     143     179
--------------------------------------------------------------------
--------------------------------------------------------------------

Interest expense       3,248   5,138   8,386   1,168   7,895   9,063
--------------------------------------------------------------------
--------------------------------------------------------------------

Depreciation and
 amortization            121   2,125   2,246      62   1,389   1,451
--------------------------------------------------------------------
--------------------------------------------------------------------

Provision for
 (recovery of)
 income taxes          3,028    (167)  2,861   2,212     (33)  2,179
--------------------------------------------------------------------
--------------------------------------------------------------------

Depletion of timber
 holdings included
 in cost of sales     20,272       -  20,272  20,479     586  21,065
--------------------------------------------------------------------
--------------------------------------------------------------------

Additions to capital
 assets               99,715   2,569 102,284  56,623   6,232  62,855
--------------------------------------------------------------------
--------------------------------------------------------------------



By geographic geographic /geo·graph·ic/ (je?o-graf´ik) in pathology, of or referring to a pattern that is well demarcated, resembling outlines on a map.

geographic

pertaining to geography.
 segment

The Company conducts substantially all of its operations in one geographic area, East Asia East Asia

A region of Asia coextensive with the Far East.



East Asian adj. & n.
. During the quarter ended September 30, 2004, sales in the PRC and to other countries amounted to approximately $90,205,000 (September 30, 2003 - $73,134,000) and $nil (September 30, 2003 - $1,446,000), respectively.

10. Related party transactions

(a) Pursuant to the respective service agreements, the Company pays consultancy fees consultancy fee nhonoraires mpl d'expert

consultancy fee nonorario di consulenza 
 to companies controlled by certain directors who are also executives officers in lieu of Instead of; in place of; in substitution of. It does not mean in addition to.  their compensation. The consultancy fees incurred for the period amounted to $398,000 (September 30, 2003 - $410,000).

In addition, as at September 30, 2004, the Company had an aggregate amount of $19,000 (December 31, 2003 - $1,249,000) owed to these related companies.

(b) The Company had provided interest free loans to employees under its stock option plan to finance the acquisition of common shares upon the exercise of options. When the Company made these loans, the proceeds of the sale of the relevant common shares were delivered to the Company, the loan was repaid, and the balance of the proceeds was held by the Company on behalf of the employees. During the third quarter ended September 30, 2004, $3,937,000 (December 31, 2003 - $3,937,000) of the proceeds held by the Company was repaid. These amounts were non-interest bearing and payable on demand.

The Company had also assisted its employees in facilitating the sale of blocks of common shares held by employees. The proceeds of these sales were deposited in the Company's accounts on a temporary basis to be held by the Company on behalf of the employees. During the first quarter of 2004, the Company facilitated the sale of common shares for an executive officer. During the third quarter ended September 30, 2004, the balance of $1,718,000 (December 31, 2003 - nil) due to this executive officer was repaid. This amount was non-interest bearing and payable on demand. The Company does not intend to facilitate sales of common shares for employees in the future.

(c) Interest expenses for the period ended September 30, 2004 on the Exchangeable Notes was $27,000 (September 30, 2003 - $4,235,000) in which one of the directors of the Company is an officer and shareholder in a management company that provides certain advisory, management and general administrative services to the entity that ultimately holds the Exchangeable Notes.

(d) Interest expense and redemption premium redemption premium

See call premium.
 charged for the period ended September 30, 2004 on the Convertible Instruments amounted to $433,000 (September 30, 2003 - $347,000) and $1,614,000 (September 30, 2003 - $1,314,000) respectively in which one of the directors of the Company is an officer and shareholder in a management company that provides certain advisory, management and general administrative services to the entity that ultimately holds the Convertible Instruments.

11. Commitments

As at September 30, 2004, the Company has various commitments to make capital contributions to the PRC wholly foreign owned enterprises Wholly Foreign Owned Enterprises (WFOEs) have become the investment vehicle of choice for the international investor wishing to manufacture, process, or assemble in China. It negates the need for a Chinese partner and does not require large amounts of registered capital to fund.  of $16,617,000 (December 31, 2003 - $18,442,000). In addition, the Company has capital commitments in respect of buildings, timber holdings, plant and machinery of $19,631,000 (December 31, 2003 - $15,887,000). Commitments under operating leases Operating Lease

A lease contract that allows the use of an asset, but does not convey rights similar to ownership of the asset.

Notes:
An operating lease is not capitalized it is accounted for as a rental expense.
 for land and buildings are as follows:
$
--------------------------------------------------------------------

Within 1 year                                                    858
In the second year                                               683
In the third year                                                306
In the fourth year                                               307
In the fifth year                                                294
Thereafter                                                    21,213
--------------------------------------------------------------------
                                                              23,661
--------------------------------------------------------------------
--------------------------------------------------------------------



12. Comparative Financial Statements

The comparative consolidated financial statements have been reclassified from statements previously presented to conform to Verb 1. conform to - satisfy a condition or restriction; "Does this paper meet the requirements for the degree?"
fit, meet

coordinate - be co-ordinated; "These activities coordinate well"
 the presentation of the September 30, 2004 consolidated financial statements.
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Publication:Business Wire
Geographic Code:9CHIN
Date:Nov 9, 2004
Words:4005
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