AQUARIUS REPORTS RECORD YEAR-END 2010 FINANCIAL RESULTS FOR GREEN STAR

TORONTO, April 29 /CNW/ - Aquarius Capital Corp. (TSXV: AQU.P) ("Aquarius") today announced audited financial results for the 12-month period ended December 31, 2010 for Sino Elite Group Ltd. ("Sino Elite").  Sino Elite has the economic benefit in and control over Fujian Pucheng Star of Green Foodstuff Co. Ltd. ("Green Star"), an advanced processer of agricultural products such as canned fruits and vegetables for distribution to international and domestic markets.  Green Star is currently using the variable interest entity ("VIE") structure to complete a Qualifying Transaction (as such term is defined in Policy 2.4 of the TSX Venture Exchange) (the "Qualifying Transaction") with Aquarius

2010 Key Financial Results

In thousands of Canadian Dollars FY 2010 (Audited) FY 2009 (Audited) Change
Total revenue $30,292 $24,142 +25.5%
Gross profit $12,025 $9,669 +24.4%
EBITDA1 $10,875 $9,417 +15.5%
Net earnings before taxes $10,416 $8,956 +16.4%
Net earnings after taxes $7,744 $6,689 +15.8%
Total assets $21,239 $11,358 +87.0%
Cash and Cash equivalents $1,497 $893 +67.6%

"Our 2010 fiscal year-end results reflect our ability to successfully execute our growth strategy of expanding our production capacity, specifically canned tomato paste production which began in 2008, acquire additional supply of raw materials, increase our agricultural land holdings, development of a local Chinese market, and to eventually market and develop our own brand," said Guan Lianyun, Chairman and CEO of Green Star.  "We generated record revenue, record EBITDA and record profit while growing our production and sales capacity in key strategic markets."

Qualifying Transaction
On March 30, 2011, a final non-offering prospectus was filed with the securities regulatory authorities in Ontario, British Columbia and Alberta. The TSX Venture Exchange has conditionally approved the proposed Qualifying Transaction. Listing is subject to Aquarius fulfilling all the conditions of the TSX Venture Exchange.

In addition, Aquarius, Sino Elite, Green Star and Sino Elite's shareholders entered into an amendment to the acquisition agreement to provide for a concurrent private placement financing by Sino Elite and the issuance of a combination of post-consolidation Aquarius common shares and special warrants to the existing shareholders of Sino Elite as consideration for their original shares in Sino Elite to be acquired by Aquarius in the Qualifying Transaction.

Review 2010 Financial Results
Green Star's principal sources of revenue are from the sale of canned food and agriculture produce. The canned food division mainly consists of canned food manufacturing which includes the manufacturing of canned tomato paste, canned boiled bamboo shoots, canned orange, canned peach and various other types of fruit.  The agricultural produce division consists of the cultivation and harvesting of agricultural produce such as fresh oranges and bamboo shoots for sale either directly as fresh produce or canned and sold domestically and overseas.

Green Star reported consolidated revenue of $30.3 million for the fiscal year ended December 31, 2010, up 26% from $24.1 million for the fiscal year ended December 31, 2009. The revenue growth was due to additional production and sales of canned tomato paste and canned oranges within the canned food division in 2010 as well as increased prices of most of its products. The increase in prices was due to an increase in the cost of raw materials. Approximately $4.3 million and $2.5 million of the growth of revenue in 2010 arose from canned tomato paste and canned oranges respectively.

The average increase in the selling price of canned food was 1.8% from 2009 to 2010.  The quantity of sales for the canned food division increased 66% for 2010 over 2009.  In 2010, canned food revenue increased 42% versus 2009.

The average increase in the price of agricultural produce was 4.4% from 2009 to 2010. The quantity of sales for agricultural produce decreased by 1.2% compared with 2009.  Revenue from the agriculture produce division decreased by 4% from 2009.  The relatively consistent revenue from agriculture produce is due to no new agricultural producing lands being added during the year.

The revenue mix for 2010 was approximately 72% canned foods and 28% agricultural produce compared with 64% canned foods and 36% agricultural produce for 2009.  The change in the revenue mix reflects management's efforts to focus on gradually increasing the less seasonably affected canned food division.

Gross profit increased to $12.0 million in 2010 from $9.7 million in 2009, an increase of 24%. Gross profit as a percentage of sales has been maintained at approximately 40% for both 2010 and 2009. The consistent gross profit percentage for 2010 and 2009 is a result of maintaining stable sales margins for both the canned food division and the agricultural produce division. The canned food division's gross profit margin was 32.4% in 2010 and 30.6% in 2009. The agricultural produce division's gross profit was 58.7% in 2010 and 56.7% in 2009.

General and administrative expenses totaled $1.1 million in 2010, up from $0.2 million for 2009.  The increase was a result of a combination of $0.6 million relating to costs associated with the Qualifying transaction and other cost relating to write downs associated with damage incurred by a flood and an increase in interest expenses.

EBITDA was $10.9 million for 2010, up 16% from $9.4 million for 2009. The increase was due to the increase of sales and an increase in prices as discussed previously.

Green Star generated net income of $7.7 million in 2010, up 16% from $6.9 million for 2009.  The increase in net income reflects Green Star's growth in sales and production.

At December 31, 2010, Green Star held cash of $1.5 million and working capital of $8.8 million. This compares to $0.9 million and $1.6 million, respectively, for 2009. The increase in both cash and working capital is a result of improved operating results for the fiscal year.

Outlook
"In 2011 we look forward to continuing to leverage our competitive advantages of raw material supply, diversification of products, high quality standards and industry expertise by increasing our production capacity, diversifying into less seasonally affected products such as tomato paste, and potentially expand into new markets," said Mr. Guan. "Specifically, we plan to begin construction on two new tomato paste production lines in the third quarter of 2011 which we expect to complete by the beginning of 2012.  We look forward to completing the planned Qualifying Transaction and begin trading on the TSX Venture Exchange."

About Green Star
Through Green Star, Sino Elite operates two main divisions, agricultural and food processing.  The agricultural division consists of the cultivation and harvesting of agricultural produces such as fresh fruit/vegetable for sale either directly as fresh fruit/vegetable or canned and sold overseas and domestically.  The food processing division mainly consists of canned food manufacturing which includes the manufacturing of canned tomato paste, canned boiled bamboo shoots, canned orange, canned peach and various other types of fruit and vegetable

Green Star specializes in the advanced processing of agricultural products, including canned fruits and vegetables. The company has been operating for 16 years, and has focused on maintaining excellence through the application of science and technology in production, business operation and management. Key assets include a well established management team, production facilities, and a close partnership with rural households.

Aquarius Capital Corp is a capital pool company listed on the TSX Venture Exchange under the symbol "AQU.P."

Completion of the Qualifying Transaction is subject to a number of conditions including but not limited to, due diligence and Exchange acceptance. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the non-offering prospectus to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Caution Regarding Forward-Looking Information:

Certain information contained in this press release constitutes forward-looking information, which is information relating to future events or Aquarius' future performance and which is inherently uncertain.  All information other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking information contained in this press release includes, but is not limited to, Green Star's plan of continuing to leverage its competitive advantages, increasing its production capacity, diversifying into less seasonally affected products such as tomato paste, potentially expanding into new markets, constructing two new tomato paste production lines, expected completion date for the new production lines, and regarding the terms and conditions of the Qualifying Transaction and associated transactions.  Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.  Aquarius and Green Star believe the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and readers are cautioned not to place undue reliance on forward-looking information contained in this press release.  Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking information contained in this press release include, but are not limited to: the risks that the parties will not proceed with the Qualifying Transaction and associated transactions, that the ultimate terms of the Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities) and other risks included in the Aquarius' prospectus dated March 30, 2011 available at www.sedar.com.  The forward-looking information contained in this press release are made as of the date hereof and Aquarius undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

_______________________________
1 Unaudited.  Earnings before interest, taxes and amortization (EBITA) is often used as a measure of financial performance. However, EBITA is a not a term that has specific meaning in accordance with generally accepted accounting principles, and may be calculated differently by other companies.


 

SOURCE Aquarius Capital Corp.

For further information:

Green Star Agricultural Corp.
Michael Lam
Chief Financial Officer            
416 840 6011                                     
Aquarius Capital Corp.
James Phillipson
Chief Financial Officer
905-731-8255

 

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