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Fushi Copperweld Reports Third Quarter 2009 Financial Results
PR Newswire

DALIAN, China, Nov. 6, 2009 /PRNewswire-Asia-FirstCall/ -- Fushi Copperweld, Inc. (Nasdaq: FSIN), the leading global manufacturer and innovator of copper-clad bimetallic wire used in a variety of telecommunication, utility, transportation and other electrical applications, today announced financial results for the third quarter ended September 30, 2009.

    Third Quarter Highlights
    -- GAAP EPS of $0.31
    -- Adjusted Non-GAAP EPS of $0.26
    -- Metric tons of volume shipped at Dalian increased 9.5% compared to
       the third quarter 2008
    -- Gross margin increased 530 basis points from 26.5% of revenues to
       31.8% of revenues
    -- Operating income increased 300 basis points from 19.2% to 22.2% of
       revenues
    -- Returned to profitability at Fayetteville facility; generated
       approximately $0.2 million of net income
    -- Generated $11.1 million of cash flow from operations in the quarter;
       $15.6 million year-to-date
    -- GAAP EPS for 4Q 2009 projected to be $0.26 - $0.30

Revenues for the third quarter of 2009 were $47.7 million compared to $63.8 million in the third quarter of the prior year, a decrease of $16.1 million or 25.2%. The decline was driven primarily by a decrease in average selling price (21.6%) resulting from lower raw material prices. Revenues were $38.9 million at the Company’s Dalian, China facility and revenues from the Fayetteville, TN and Telford, UK facilities combined accounted for $8.8 million. Volume at the Company’s Dalian facility increased 9.5% as compared to the third quarter 2008 due to increased 3G related demand, increased government spending on basic infrastructure projects in China and continued expansion into the utility market. On a consolidated basis, the Company experienced a slight decline of 3.7% in metric tons sold.

Gross profit for the third quarter of 2009 was $15.2 million compared to $16.9 million in the third quarter of the prior year, a decrease of $1.7 million or 10.1%. Gross margin as a percentage of revenues increased to 31.8% from 26.5% in the same period of the prior year. Gross margin at the Company’s Dalian, China facility increased from 32.3% in the third quarter of 2008 to 34.6% in the third quarter of 2009 as the Company cycled through lower cost inventory. The gross margin at the Company’s Fayetteville facility increased from 11.3% to 20.1% year over year mostly as a result of cost savings initiatives implemented by management. This gross margin represented the highest quarterly gross margin level achieved at the Fayetteville facility since the October 2007 acquisition of Copperweld Bimetallics.

Operating expenses for the third quarter 2009 remained relatively flat for the third quarter 2009 compared to the prior year’s period at approximately $4.6 million. On a percentage basis, operating expenses in the third quarter 2009 increased 230 basis points to 9.6% from 7.3% in the prior year’s quarter, primarily a result of lower sales in the third quarter of 2009.

Operating income was $10.6 million in the third quarter of 2009 compared $12.2 million in the third quarter of 2008, a decrease of $1.6 million or 13.6%. The decrease in operating income was primarily due to lower average selling prices resulting from lower raw material prices. On a percentage basis, operating income in the third quarter 2009 increased 300 basis points to 22.2% from 19.2% in the prior year’s quarter.

Profit before tax for Dalian and Fayetteville and Telford combined was $10.9 million and $0.2 million respectively in the third quarter of 2009. The loss at the Fushi Copperweld parent company level was $1.0 million primarily due to interest expenses on the high yield notes, non-cash stock-based compensation, non-cash charges related to changes in fair value of derivative liabilities related to the convertible notes conversion options, as well as professional fees and outside service expenses and partially offset by gain from the repurchase of the convertible notes. On a consolidated basis, profit before tax was $10.1 million and we recognized a net tax expense of $0.9 million, reflecting an 8.9% effective tax rate.


                                  Dalian  Fayetteville   Parent
                                             & Telford   Company  Consolidated
    Profit (Loss) before
     income tax                  10,947,268   218,310  (1,070,657)  10,094,921

    Income tax expense
     (credit)                     1,788,366        --    (888,378)     899,988

    Profit after income
     tax                                                             9,194,933

Net income on a GAAP basis of $9.2 million increased $0.2 million, or 2.2%, from $9.0 million for the same period in 2008. GAAP net income margin increased to 19.3% from 14.2% for the same period in 2008.

GAAP earnings per diluted share were $0.31 per diluted share compared with $0.31 per diluted share in the third quarter of 2008. GAAP results included :(1) $2.1 million charge related to changes in fair value of derivative liability -- conversion option, (2) $3.8 million of gain on the convertible notes extinguishment (3) $0.2 million of stock-based compensation cost. Excluding the non-cash gains and expenses related to changes in fair value of derivative liability and share-based compensation, adjusted non-GAAP net income was $7.5 million, or $0.26 per diluted share in the third quarter of 2009.

During the quarter, the Company generated $11.1 million of cash flows from operations, which represented a $27.3 million increase over the same period in the previous year. The Company’s cash position at the end of the third quarter was $60.0 million and the Company’s debt position was $39.0 million compared to debt of $67.3 million at December 31, 2008. Accounts receivables at September 30, 2009 were $69.1 million compared to $49.8 million on December 31, 2008, an increase of 38.8%. This increase is primarily a result of extended credit terms in 2009 to certain credible customers that have long-standing business relationships with us in order to capture increased market share.

Mr. Li Fu, Chairman and Chief Executive Officer of Fushi Copperweld, commented, "We are extremely pleased with achieving yet another successful quarter for the Company. Despite the global slowdown, we were able to realize profit at all our facilities worldwide. Our China operations remained strong and we are optimistic that our results will continue to improve as we realize further benefits from the Chinese government’s stimulus package and 3G network infrastructure build out. We have been prudently expanding our Chinese operations and believe we are well positioned to capitalize on the increasing demand. Market conditions in North America and Europe have stabilized, and despite flat sales our Fayetteville and Telford operations achieved profitability for the first quarter this year, a clear indication that cost savings initiatives have successfully lowered the breakeven levels at Fayetteville and Telford."

Mr. Fu continued, "We are especially pleased with the addition of Linda Zhang as Chief Financial Officer and the expertise she has brought at a pivotal time in our strategic growth plan. I am also very proud and pleased with the overall performance of our entire management team and their individual contributions will only serve to strengthen our team in total. I am confident that our current team will take us to the next level and build a stronger Company."

Fourth Quarter 2009 Outlook and Macro Trends

In the 2009 fourth quarter, the Company expects adjusted fully diluted earnings per share before the impact of non-cash expense related to stock- based compensation between $0.26 and $0.30 based on an estimated weighted average diluted share count of approximately 29.4 million shares. This expectation is based on an effective tax rate at the consolidated level of 8%.

Mr. Fu continued, "As we look forward, we continue to be optimistic and expect continued growth in demand for CCA-based telecom products due to China’s 3G infrastructure investments. We also continue to believe that the electrical utility market presents significant opportunities as stimulus packages increase national transmission and distribution spending and we prep the market for the introduction of 8,200 metric tons of CCS cladding capacity by the end of first quarter 2010. At our Fayetteville and Telford facilities, we have successfully lowered the breakeven level at our Fayetteville facility and have recalibrated costs to match economic conditions. With markets stabilizing, we are now in a stronger position to pursue incremental growth opportunities."

Accounting for derivative liability -- conversion option

Effective January 1, 2009, the Company adopted the provisions of EITF Issue 07-5 "Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock", which is effective for financial statements for fiscal years beginning after December 15, 2008 and which replaced the previous guidance on this topic in EITF Issue 01-6. As a result, from January 1, 2009, the Company is required to separately account for the conversion option embedded in the Company’s $5,000,000 convertible notes as a derivative instrument liability, carried at fair value and marked-to-market each period, with changes in the fair value each period charged or credited to income. In the third quarter of 2009, the Company recorded non-cash charges to income for changes in the fair value of these derivative liabilities of $2.1 million, or $0.07 per diluted share. There is no impact on periodic cash flows.

Reconciliation of Non-GAAP Financial Measures

Our net income was materially impacted by certain non-cash expenses including stock-based compensation and change in the fair value of derivative liabilities related to the conversion in our outstanding convertible notes. In the third quarter 2009, we also recognized a one-time non-cash gain on redemption of convertible notes. To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use EPS as adjusted for the impact of non-cash expenses related to stock-based compensation and the change in the fair value of derivative liabilities related to the conversion option in our outstanding convertible notes. These Company-defined adjusted measures are being provided because management believes they are useful in analyzing the underlying operating performance of the business. These measures may be inconsistent with similar measures presented by other companies and should only be used in conjunction with our results reported according to accounting principles generally accepted in the United States. A reconciliation of earnings per share as reported and operating income as reported to adjusted non-GAAP earnings per share and adjusted non-GAAP operating income follows:



                                                      2009 Q3        2008 Q3


    GAAP Net Income                                 9,194,932      9,046,950

    Non-cash expense:

    Change in fair value of derivative
     liability - conversion option                  2,058,352             --

    Gain on CB extinguishment                      (3,842,935)            --

    Stock-based compensation                          179,527        523,474

    Total non-cash expense                         (1,605,056)       523,474

    Provision for income tax                          (61,039)      (177,981)

    Adjusted to Non-GAAP Net income                 7,528,837      9,392,443

    GAAP Earnings per share:
      Basic                                              0.33           0.33
      Diluted                                            0.31           0.32

    Non-GAAP Earnings per share:
      Basic                                              0.27           0.34
      Diluted                                            0.26           0.33

Explanation of Redemption of Convertible Notes

On August 13, 2009, the Company entered into a Notes Purchase Agreement (the "Repurchase Agreement") with Citadel Equity Fund Ltd. Pursuant to the Repurchase Agreement, the Company repurchased $2.0 million principal amount of the convertible notes in exchange for the issuance 440,529 shares of our common stock, valued at $4.0 million. The remaining $3.0 million principal amount will be repurchased for cash in the amount of $6,060,000. The early repurchase of the notes prior to the maturity date will result in a recognized gain of $3.8 million.

Third Quarter Earnings Call

The Company will conduct a conference call to discuss the third quarter 2009 results today, Friday, November 6, 2009, at 8:00 am ET. Listeners may access the call by dialing +1-800-355-4959. To listen to the live webcast of the event, please got to Fushi Copperweld’s website at http://www.fushicopperweld.com/fcw/index.php/events-presentations . Please go to the website 15 minutes early to download and install any necessary audio software.

A replay of the call will be available from November 6, 2009 to November 16, 2009. Listeners may access the replay by dialing +1-800-408-3053; password: 5500028.

About Fushi Copperweld, Inc.

Fushi Copperweld, Inc. through its wholly owned subsidiaries, Fushi International (Dalian) Bimetallic Cable Co, Ltd., and Copperweld Bimetallics, LLC, is the leading manufacturer and innovator of copper cladded bimetallic engineered conductor products used in the electrical, telecommunications, transportation, utilities and industrial industries. With extensive design and production capabilities and a long-standing dedication to customer service, Fushi Copperweld, Inc. is the preferred choice bimetallic products world-wide. For more information, visit: http://www.fushicopperweld.com .

Safe Harbor Statement

This press release may include certain statements that are not descriptions of historical facts, but are forward-looking statements. Forward- looking statements can be identified by the use of forward-looking terminology such as "will" "believes", "expects" or similar expressions. These forward- looking statements may also include statements about our proposed discussions related to our business or growth strategy, which is subject to change. Such information is based upon expectations of our management that were reasonable when made but may prove to be incorrect. All of 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. We do not undertake to update the forward-looking statements contained in this press release. For a description of the risks and uncertainties that may cause actual results to differ from the forward-looking statements contained in this press release, 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 http://www.sec.gov .


    For more information, please contact:

     Nathan J. Anderson
     Vice President of Investor Relations
     Fushi Copperweld, Inc.
     Tel:   +1-931-433-0482
     Email: IR@fushicopperweld.com

     Judy Zhu
     IR Manager
     Fushi Copperweld, Inc.
     Tel:   +1-931-433-0482
     Email: jzhu@fushicopperweld.com



                     FUSHI COPPERWELD, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008

                               ASSETS
                                              September 30,      December 31,
                                                   2009              2008
                                                Unaudited
    CURRENT ASSETS:
      Cash                                     $60,009,611       $65,611,770
      Restricted cash                                   --         1,000,000
      Accounts receivable, trade, net of
       allowance of bad debt of $1,181,365
       and $318,529 as of September 30, 2009
       and December 31, 2008, respectively      69,052,683        49,782,548
      Inventories                               10,657,786         6,977,852
      Other receivables and prepaid expenses       656,439         1,041,273
      Advances to suppliers                      5,164,959        20,261,585
      Deposit in derivative hedge                1,000,000         1,000,000
      Prepaid taxes                                     --           670,805
        Total current assets                   146,541,478       146,345,833

      PLANT AND EQUIPMENT, net                 115,610,582       119,761,027

    OTHER ASSETS:
      Advances to suppliers, non-current         5,862,776         4,022,879
      Notes receivables, non-current               729,106           799,106
      Intangible assets, net of
       accumulated amortization                 12,042,501        12,406,920
      Deferred loan expense, net                 2,500,375         3,317,725
      Deferred tax assets                       11,057,111         7,804,027
        Total other assets                      32,191,869        28,350,657

          Total assets                        $294,343,929      $294,457,517


                      LIABILITIES AND SHAREHOLDERS’ EQUITY

    CURRENT LIABILITIES:
      Revolver line of credit                   $3,988,509        $4,712,075
      Accounts payable, trade                    3,335,847         7,204,156
      Notes payable, current                    10,000,000         5,000,000
      Short-term bank loans                             --        17,588,400
      Other payables and accrued
       liabilities                               8,385,214         4,751,460
      Extinguished convertible note
       liabilities                               6,060,000                --
      Customer deposits                            297,533           542,540
      Taxes payable                              3,314,803                --
      Cross currency hedge payable               1,071,557           104,324
      Obligation under capital lease,
       current                                      68,976                --
      Loan from shareholder                      4,553,731                --
       Total current liabilities                41,076,170        39,902,955

    LONG-TERM LIABILITIES:
      Notes payable, non-current                25,000,000        40,000,000
      Obligation under capital lease,
       non-current                                 174,046                --
      Fair value of derivative instrument        7,652,664         4,377,076
        Total long-term liabilities             32,826,710        44,377,076

          Total liabilities                     73,902,880        84,280,031

      COMMITMENTS AND CONTINGENCIES                     --         7,197,794

    SHAREHOLDERS’ EQUITY:
      Preferred stock, $0.001 par value,
       5,000,000 shares authorized, none
       issued or outstanding as of September
       30, 2009 and December 31, 2008                   --                --
      Common stock, $0.006 par value,
       100,000,000 shares authorized,
       September 30, 2009: 30,543,716 shares
       issued and 28,343,716 outstanding
       December 31, 2008: 27,499,034 shares
       issued and 27,399,034 outstanding           170,063           164,395
      Restricted common stock in escrow             13,200               600
      Additional paid in capital               105,197,671        91,172,890
      Common stock subscription receivable      (5,919,597)               --
      Statutory reserves                        14,979,861        12,316,147
      Retained earnings                         88,450,844        78,613,158
      Accumulated other comprehensive
       income                                   17,549,007        20,712,502
        Total shareholders’ equity             220,441,049       202,979,692

          Total liabilities and
           shareholders’ equity               $294,343,929      $294,457,517



                     FUSHI COPPERWELD, INC.  AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
                                   (UNAUDITED)

                            Three months ended          Nine months ended
                               September 30,              September 30,
                             2009         2008          2009          2008

    REVENUES             $47,676,346  $63,823,927  $131,234,427  $180,369,083

    COST OF GOODS SOLD    32,506,879   46,931,400    93,672,906   131,996,263

    GROSS PROFIT          15,169,467   16,892,527    37,561,521    48,372,820

    OPERATING EXPENSES
      Selling expenses     1,078,158    1,223,087     3,366,719     3,274,048
      General and
       administrative
       expenses            3,510,034    3,418,704     9,747,637    11,335,948
        Total operating
         expenses          4,588,192    4,641,791    13,114,356    14,609,996

    INCOME FROM
     OPERATIONS           10,581,275   12,250,736    24,447,165    33,762,824

    OTHER INCOME
     (EXPENSE)

      Interest income         76,094      176,830       242,717       529,651
      Interest expense    (1,201,014)  (1,800,738)   (4,150,086)   (7,386,274)
      (Loss) gain on
       derivative
       instrument         (1,199,438)     (32,482)   (1,581,812)      322,708
      Gain on convertible
       note
       extinguishment      3,842,935           --     3,842,935            --
      Change in fair
       value of
       derivative
       liability -
       warrants                   --           --      (752,114)           --
      Change in fair
       value of
       derivative
       liability -
       conversion option  (2,058,352)          --    (7,181,198)           --
      Other income
       (expense)              53,421      (71,653)     (193,061)     (179,655)
        Total other
         expense, net       (486,354)  (1,728,043)   (9,772,619)   (6,713,570)

    INCOME BEFORE INCOME
     TAXES                10,094,921   10,522,693    14,674,546    27,049,254

    PROVISION FOR INCOME
     TAXES                   899,988    1,475,743       815,996     3,150,962

    NET INCOME             9,194,933    9,046,950    13,858,550    23,898,292

    OTHER COMPREHENSIVE
     INCOME
      Unrealized gain on
       marketable
       securities                 --           --            --        22,301
      Foreign currency
       translation
       adjustment             72,136    1,899,163       112,093    14,062,515
      Change in fair
       value of
       derivative
       instrument            237,768    3,940,908    (3,275,588)    3,209,403

    COMPREHENSIVE INCOME  $9,504,837  $14,887,021   $10,695,055   $41,192,511

    EARNINGS PER SHARE:
      Basic                    $0.33        $0.33         $0.50         $0.88
      Diluted                  $0.31        $0.31         $0.48         $0.83

    WEIGHTED AVERAGE
     SHARES:
      Basic               28,084,416   27,387,302    27,827,152    27,263,638
      Diluted             29,206,508   28,446,786    28,676,832    28,601,237



                     FUSHI COPPERWELD, INC.  AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
                                   (UNAUDITED)

                                                   2009               2008
    CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income                             $13,858,550        $23,898,292
      Adjustments to reconcile net income
       provided by (used in) operating
       activities:
        Bad debt expense                           862,302            355,293
        Inventories write-off                      119,133                 --
        Reserve for inventories                     62,914            401,646
        Depreciation                             7,191,842          4,728,235
        Loss on sale of property and
         equipment                                 117,430                 --
        Deferred taxes                          (3,253,085)        (1,295,286)
        Amortization of intangible assets          357,449            256,722
        Amortization of loan commission            817,349          2,525,756
        Interest penalty                                --            710,544
        Amortization of stock
         compensation expense                    1,108,254          1,437,557
        Loss (gain) on derivative instrument     1,581,812           (322,708)
        Gain on convertible note extinguishment (3,842,935)                --
        Change in fair value of derivative
         liability - conversion option           7,181,198                 --
        Change in fair value of derivative
         liability - warrants                      752,114                 --
        Investment loss on marketable
         securities                                     --             16,158
      (Loss) gain on derivative instrument
        Accounts receivable                    (20,177,587)       (24,965,036)
        Inventories                             (3,756,514)        (7,885,132)
        Other receivables and prepayments          501,770          1,092,497
        Advances to suppliers - current         15,073,210        (22,061,823)
        Accounts payable                        (3,839,555)         2,521,359
        Other payables and accrued
         liabilities                            (2,863,124)        (2,737,772)
        Customer deposits                         (250,861)           528,731
        Taxes payable                            3,984,006            960,752
          Net cash provided by (used in)
           operating activities                 15,585,672        (19,834,215)

    CASH FLOWS FROM INVESTING ACTIVITIES:
        Proceeds from sale of marketable
         securities                                     --          2,983,842
        Payments on derivative instrument         (614,580)                --
        Proceeds from derivative instrument             --            973,556
        Deposit in derivative hedge                     --         (1,000,000)
        Purchase of land use right                      --         (1,687,468)
        Proceeds from sale of property
         and equipment                             424,444                 --
        Purchases of property and equipment     (3,292,007)       (15,540,210)
        Net of refund and (payments) on
         prepayment of equipment                (1,877,177)        (3,148,802)
          Net cash used in investing
           activities                           (5,359,320)       (17,419,082)

    CASH FLOWS FROM FINANCING ACTIVITIES:
        Release of restricted cash               1,000,000                 --
        Net (payments) borrowings on
         revolver line of credit                  (723,566)         2,279,289
        Proceeds from short-term bank loans             --         16,908,000
        Proceeds from shareholder loan           4,552,000                 --
        Payments on short-term bank loans      (17,553,600)       (17,268,032)
        Payment on capital lease
         obligation                                (23,575)                --
        Payment of high yield notes payable     (5,000,000)                --
        Proceeds from exercise of stock
         warrants                                       --            139,394
        Proceeds on issuance of common
         stock and warrants                      1,920,000                 --
         Net cash (used in) provided by
          financing activities                 (15,828,741)         2,058,651

        EFFECT OF EXCHANGE RATE ON CASH                230          5,323,298

    DECREASE IN CASH                            (5,602,159)       (29,871,348)

    CASH, beginning of period                   65,611,770         79,914,758

    CASH, end of period                        $60,009,611        $50,043,410

    Supplemental cash flow disclosures:
      Interest paid                             $3,650,785         $5,895,129
      Income tax paid                           $3,609,505         $2,907,756



                      FUSHI COPPERWELD, INC AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

                                      Common stock
                          Shares outstanding   Shares In escrow    Additional
                            Number     Par       Number    Par       paid in
                          of shares   value    of shares  value      capital

    BALANCE, December
     31, 2007            25,211,304  $151,268    100,000    $600  $77,665,064

      CB transfer to
       common stock
       @$7.00             2,142,857    12,857                      14,987,143
      Adjustment to
       shares
       outstanding            4,851        29                             (29)
      Exercise of
       warrants for
       cash @ $3.11          44,873       270                         139,124
      Stock compen-
       sation expense                                               1,437,557
      Net income
      Allocation of
        APIC due to
        Kuhn’s
       litigation                                                  (3,487,250)
      Adjustment to
        statutory
        reserve
      Change in fair
        value of
       derivative
        instrument
      Foreign currency
        translation gain
      Reverse unrealized
        loss on
       marketable
        securities

    BALANCE, September
     30, 2008
     (unaudited)         27,403,885   164,424    100,000     600   90,741,609

      Adjustment to
       shares
       outstanding           (4,851)      (29)                             29
      Stock compensation
       expense                                                        431,252
      Net income
      (Loss) gain on
       derivative
       instrument
      Change in fair
       value of
       derivative
       instrument
      Foreign currency
       translation gain

    BALANCE, December
     31, 2008, as
     previously
     reported            27,399,034   164,395    100,000     600   91,172,890

      Cumulative effect
       of reclassification
       of conversion option

    BALANCE, January
     1, 2009, as
     adjusted
     (unaudited)         27,399,034   164,395    100,000     600   91,172,890

      Shares issued for
       cash @ $4.80         400,000     2,400                       1,706,157
      Shares issued for
       convertible note
       extinguishment
       @ $9.80              440,529     2,643                       3,997,357
      Shares placed in
       escrow
       (subscription
       receivable)                             2,200,000  13,200    6,249,481
      Shares removed
       from escrow as
       payment of
       liability            100,000       600   (100,000)   (600)
      Reclassification
       of derivative
       liability-warrant
       to equity                                                      963,557
      Exercise of stock
       option                 4,153        25                             (25)
      Stock compensation
       expense                                                      1,108,254
      Net income
      Adjustment to
       statutory reserve
      Change in fair
       value of derivative
       instrument
      Foreign currency
       translation gain

    BALANCE, September
     30, 2009
     (unaudited)         28,343,716  $170,063  2,200,000 $13,200 $105,197,671



              Common stock    Retained earnings      Accumulated
              subscription  Statutory Unrestricted  comprehensive
               receivable   reserves    earnings    income (loss)   Totals

    BALANCE,
     December
     31, 2007        $--  $8,321,726  $54,133,070    $4,015,930   $144,287,658

      CB transfer
       to common
        stock @$7.00                                                15,000,000
      Adjustment
        to shares
        outstanding                                                         --
      Exercise of
        warrants
        for cash
        @ $3.11                                                        139,394
      Stock compen-
       sation expense                                                1,437,557
      Net income                                     23,898,292     23,898,292
      Allocation of
        APIC due to
        Kuhn’s litigation                                           (3,487,250)
      Adjustment to
        statutory reserve  3,254,932   (3,254,932)                          --
      Change in fair value
        of derivative
        instrument                                    3,209,403      3,209,403
      Foreign currency
        translation gain                             14,062,515     14,062,515
      Reverse unrealized
       loss on marketable
       securities                                        22,301         22,301

    BALANCE, September
       30, 2008
       (unaudited)    --  11,576,658   74,776,430    21,310,149    198,569,870

      Adjustment to
       shares
       outstanding                                                          --
      Stock compen-
       sation expense                                                  431,252
      Net income                        4,576,217                    4,576,217
      (Loss) gain on
       derivative
       instrument            739,489     (739,489)                          --
      Change in fair
       value of
       derivative
       instrument                                       928,917        928,917
      Foreign currency
       translation gain                              (1,526,564)    (1,526,564)

    BALANCE, December
     31, 2008, as
     previously
     reported         --  12,316,147   78,613,158    20,712,502    202,979,692

      Cumulative
       effect of
       reclassify-
       cation of
       conversion
       option                          (1,357,150)                  (1,357,150)
    BALANCE, January
     1, 2009, as
     adjusted
     (unaudited)      --  12,316,147   77,256,008    20,712,502    201,622,542

      Shares issued
       for cash
       @ $4.80                                                       1,708,557
      Shares issued
       for convertible
       note
       extinguishment
       @ $9.80                                                       4,000,000
      Shares placed
       in escrow
       (subscription
       receivable)
              (6,262,681)                                                   --
      Shares removed
       from escrow
       as payment of
       liability
                 343,084                                               343,084
      Reclassifi-
       cation of
       derivative
       liability-
       warrant to
       equity                                                          963,557
      Exercise of
       stock option                                                         --
      Stock compen-
       sation expense                                                1,108,254
      Net income                       13,858,550                   13,858,550
      Adjustment to
       statutory
       reserve             2,663,714   (2,663,714)                          --
      Change in fair
       value of
       derivative
       instrument                                    (3,275,588)    (3,275,588)
      Foreign currency
       translation gain                                 112,093        112,093

    BALANCE,
     September
     30, 2009
     (unaudited)
            $(5,919,597) $14,979,861  $88,450,844   $17,549,007   $220,441,049

SOURCE Fushi Copperweld, Inc.

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