UNIVERSAL TRAVEL GRP (GREY:UTRA)

Fourth Quarter and Full Year 2011 Results

Fourth Quarter 2011 Highlights

• Revenue decreased 15.4% year-over-year to $47.0 million 
• Gross profit decreased 1.2% year-over-year to $14.5 million 
• Gross margin was 30.8%, compared to 26.4% in the same period of 2010
• GAAP income from operations increased 3.8% year-over-year to $8.9 million 
• GAAP net income increased 9.7% to $6.0 million or $0.30 per diluted share vs. $0.28 in prior year period.
• Non GAAP net income for fourth quarter 2011 was $0.46 vs $0.50 in prior year period

Full Year 2011 Highlights

• Revenue increased 1.37% year-over-year to $155.4 million 
• Gross profit increased 2.63% year-over-year to $42.2 million 
• Gross margin was 27.1%, compared to 26.8% in the same period of 2010
• GAAP income from operations decreased 2.1% year-over-year to $28.8 million 
• GAAP net income decreased 5.5% to $20.8 million or $1.03 per diluted share, compared to $22.0 million or $1.14 per diluted share last year

Strategic shift in the hotel reservation segment, tighter risk management and goodwill impairments position the Company for sustainable business performance.

SHENZHEN, China, April 17, 2012 /PRNewswire-Asia-FirstCall/ -- Universal Travel Group (NYSE: UTA) ("Universal Travel Group" or the "Company"), a leading travel services provider in China offering package tours, air ticketing, and hotel reservation services online and via customer service representatives, today announced that it intends to file a Form 25 with the Securities and Exchange Commission (the "Commission") to effect the voluntary withdrawal of UTA's common stock from listing on the New York Stock Exchange (the "Exchange"). The Company plans to file the Form 25 with the Commission on or about April 26, 2012.

The Company is voluntarily withdrawing its common stock from listing on the Exchange based on certain correspondence from the Exchange to which the Company cannot respond in full within the time frame that the Exchange has demanded. The Exchange has indicated that the Company faces the prospect of delisting due to the Exchange's concerns relating to the issues raised by Windes & McGlaughry Accountancy Corporation when it resigned as the Company's independent public accounting firm in April 2011, including with respect to the adequacy of the Company's cooperation in the audit being conducted by Windes prior to its resignation and the authenticity of certain documents provided to Windes in connection with the audit, as reflected in the Company's Form 8-K filed April 14, 2011 and exhibits thereto; on-going delays in the filing of certain periodic SEC filings; the Exchange's concerns with respect to the adequacy of certain of the Company's filings in light of the extensive comments that the Company has received on such filings from the SEC Division of Corporation Finance; certain discrepancies between and among certain of the Company's PRC subsidiaries' filings with the PRC's State Administration for Industry and Commerce and its SEC filings; the Exchange's concerns with respect to the accuracy of certain information provided by the Company to the Exchange; the tax implications of the Company's cash payments for acquisitions in 2010; and the adequacy of the Company's internal controls.

The Company believes that these concerns are either unjustified, have already been addressed or can be alleviated with additional time. The Company, however, does not believe that it will be able to regain compliance with the Exchange's continued listing standards in the near future. Moreover, since a trading halt was implemented by the Exchange on April 12, 2011, the Company believes that it is in the best interests of its shareholders to have its stock trade elsewhere rather than having trading remain halted indefinitely on the Exchange.

Following delisting, the Company will continue to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and by the next 10Q reporting date, intends to regain compliance in connection with the timely filing of all periodic and other reports with the SEC under applicable federal securities laws as required.

The Company expects that its common stock will cease to be listed on the Exchange upon the effectiveness of its withdrawal from listing, which will occur ten calendar days following the filing of the Form 25. The Company anticipates that its common stock will commence trading on the grey market under a symbol yet to be determined.

The Company can provide no assurance that its common stock will trade or continue trading on the grey market or in any other market.

Third Quarter 2011 Results

SHENZHEN, China, April 15, 2011 /PRNewswire-Asia/ -- Universal Travel Group Inc. today announced it has engaged EFP Rotenberg & Co, LLP as its independent registered public accounting firm with immediate effect to take over from Windes & McClaughry Accountancy Corporation ("Windes") subject to the Company clearing Rotenberg's client acceptance procedures.

On April 10, 2011, the Company received notification that its principal independent accountants, Windes, had resigned its engagement with the Company effective April 9, 2011. Windes was engaged by the Company on September 30, 2010. Windes' resignation as the Company's principal independent accountant was accepted by the Audit Committee on April 11, 2011.

Windes had informed the Company in its resignation letter that it was no longer able to complete the audit process. Windes stated this was due in part to the Company's management and/or the Audit Committee being non-responsive, unwilling or reluctant to proceed in good faith and imposing scope limitations on Windes' audit procedures.

Windes also stated that it had lost confidence in the Board of Director's and the Audit Committee's commitment to sound corporate governance and reliable financial reporting.

Prior to its resignation, Windes raised the following issues, some of which may be considered to be disagreements, encountered during the audit, including issues related to the authenticity of confirmations, a loss of confidence in confirmation procedures carried out under circumstances which Windes believed to be suspicious; issues concerning the lack of evidence of certain tour package contracts and related cash payments.

As a result, Windes had requested authority to perform additional audit procedures and the above issues to be addressed by an independent Audit Committee investigation. Windes stated in its resignation letter that, in its view, the Company was not willing to proceed in good faith with the course of action requested by Windes. Windes also stated in its resignation letter that in its opinion, it believed that certain statements made by Management and the Audit Committee, between March 29, 2011 and its resignation letter, impaired its independence as it related to the Company.

Universal Travel Group disagrees with Windes' reasons for resignation, in particular, the Company and/or the Audit Committee's purported unwillingness or reluctance and/or non-responsiveness to proceed in good faith and imposition of scope limitations on Windes' audit procedures, the Company's purported unwillingness to proceed in good faith with courses of action requested by Windes and the Company's management and the Audit Committee's purported impairment of Windes' independence in relation to the Company a result of certain statement made by them.

Universal Travel Group believes that it has acted responsively, prudently and in good faith to address the numerous issues raised by Windes during the entire audit process. Windes disagrees. The Company's management, the Audit Committee and Windes attempted to resolve these disagreements to no avail.

The Company has authorized Windes to respond fully to the inquiries of its successor accountant regarding the subject matter of each of such disagreements.

Windes has not provided any opinions, qualification or modification to the Company's financial statements for each of the past two fiscal years. The Company does not have, as otherwise disclosed above, any other disagreements or reportable events as described under Item 304(a)(1) of Regulations S-K.

On April 10, 2011, Universal Travel Group  received notification that its principal independent accountants, Windes & McClaughry Accountancy Corporation  had resigned its engagement with the Company effective April 9, 2011. Windes was engaged by us on September 30, 2010. Windes’ resignation as the Company’s principal independent accountant was accepted by the Audit Committee on April 11, 2011.

Windes had informed the Company in its resignation letter that it was no longer able to complete the audit process. Windes stated this was due in part to Management and/or the Audit Committee being non-responsive, unwilling or reluctant to proceed in good faith and imposing scope limitations on Windes’ audit procedures.

 SHENZHEN, China, Feb. 24, 2011 /PRNewswire-Asia/ -- Universal Travel Group Inc. following its previous announcement on its new business expansion plan to franchise its recently obtained International Travel License from China National Tourism Association, announces it has granted its franchise to five more franchisees.

"We have granted our franchise to local travel agencies in Beijing, Hainan, Tianjin, Nanjing, and Guangzhou. Like our previous franchisees, they have converted their business model, adopted our franchise operating scheme, and obtained their local business registration to run this franchise officially," said Ms. Jiangping JIANG, Chairwoman and Chief Executive Officer of Universal Travel Group. "We believe with their existing client base and our growing brand awareness, we will achieve market share growth and greater brand acceptance," Ms. Jiang add

SHENZHEN, China, Feb. 8, 2011 /PRNewswire-Asia-FirstCall/ -- Universal Travel Group Inc. announces a new business expansion strategy to franchise  the International Travel License it recently obtained from the National Travel Authority, and under which it can offer and operate international package tours worldwide, to local travel agencies throughout China.

"We have granted our franchise to three local travel agencies in Shenyang, Dalian and Qingdao. They have converted their business model, adopted our franchise operating scheme, and updated their local business registration to run this franchise officially," said Ms. Jiangping JIANG, Chairwoman and Chief Executive Officer of Universal Travel Group. This franchise strategy will allow us to expand our national footprint faster to capture the opportunities resulting from our newly received International Travel License and increase our brand recognition. As Chinese citizens are increasingly visiting foreign countries, we will be able to offer high quality tours that will be tailored to the needs of our existing customers and those of our franchisees.

Franchisees are stringently evaluated and selected base on their financial strength, scale, customer base, and experience in operating package tours. Franchisees will benefit from the Company's nationwide advertising campaigns, its well established brand name, and complete operational support, including training and an efficient booking system. Each booking by any of the franchisees will generate a fee payable to the Company.

Third Quarter 2010 Highlights

• Revenue increased 55.4% year-over-year to $46.3 million

• Excluding contribution of newly acquired businesses, revenue increased 16.6% year-over-year to $34.7 million  

• Gross profit increased 37.4% year-over-year to $13.5 million

• Gross margin was 29.1%, compared to 32.9% in the prior year period and improved from 28.7% in the prior quarter period

• Income from operations increased 27.8% to $9.5 million

• Net income from continuing operations was $7.3 million or $0.36 per diluted share, compared to $4.7 million or $0.31 per diluted share in the prior year period, a year over year increase of 55.3%

"We are pleased with our third quarter results," said Ms. Jiangping Jiang, Chairwoman and Chief Executive Officer. "Our packaged tour segment continued to grow and remains our largest business segment as a result of our five recent acquisitions and the efficacy of our various marketing programs.  Our air ticketing revenues benefited from increased sales volume as we sold approximately 250,000 more tickets in the third quarter of 2010 compared to same period last year.  Our hotel business was flat year-over-year due to the temporary disruption in the supply of hotel room inventory available for advance purchase from the Shanghai World Expo.  We expect the growth of our hotel business to resume when market conditions return to normal."

Business Outlook

Ms. Jiang commented, “We continue to focus on improving our sales and profitability by encouraging cross selling across our three businesses and implementing operating efficiencies as we move forward with the integration process for our newly acquired businesses.  We remain optimistic about our business prospects given the strength of the travel market in China, our expanded geographic reach, and the comprehensive travel platform we offer our customers.”  

As previously announced, for full year 2010, the Company expects to achieve

• between $145.0 million and $155.0 million in revenue

• $27.0 million and $28.0 millionin net income

• $1.35 and $1.40in diluted EPS, excluding the effect of non-cash charges related to the change in fair value of derivative liabilities and stock-based compensation and assuming no further dilutive effect from financings or acquisitions.

Second Quarter 2010 Highlights:

• Revenue increased 99.6% year-over-year to $36.7 million.
• Adjusted income from operations, which excludes the effect of non-cash charges related to stock-based compensation of $0.3 million, increased 40.4% to $7.4 million.
• GAAP net income from continuing operations was $6.0 million or $0.33 per diluted share, compared to a loss of $1.9 million or $0.13 per diluted share in the prior year period.
• Adjusted net income from continuing operations, which excludes the effect of the non-cash gain on change in fair value of derivative liabilities of $0.8 million and the non-cash charge related to stock-based compensation of $0.3 million, increased 29.3% to $5.5 million, or $0.30 per diluted share.

"We are pleased to announce another quarter of strong growth in our business," said Ms. Jiangping Jiang, Chairwoman and Chief Executive Officer. "Our second quarter sales grew both organically and via our recently closed acquisitions. During the quarter, we saw strong demand for our travel services as the Chinese economy continues to expand, providing more and more consumers in China with disposal income for travel and tourism. We continue to see success in cross-marketing and selling our travel related products across our three business segments and increased brand awareness from our online presence and the deployment of our TRIPEASY kiosks."

"Our bottom line performance benefited from our strong sales growth and higher margins in our air ticketing business as airlines in China increased prices in response to the booming travel market. This was offset by an increased proportion of our sales coming from package tours, which have a lower profit margin due to the way revenues are recognized, as well as from lower margins when compared to last year in our hotel reservation segment and our package tour business. The slight decrease in our hotel reservation margin was due to a year-over-year reclassification of costs. The decrease in margin in our package tour business was the result of the five travel service providers we acquired having lower margins than our existing business. Although currently these businesses have lower profit margins than our existing business, we expect their margin contribution to improve as we integrate them into our platform, and their strong local networks are critical in our nationwide expansion strategy."

Business Outlook:

As previously announced, for full year 2010, the Company expects to achieve between:

• $145.0 million and $155.0 million in revenue.
• $27.0 million and $28.0 million in net income.
• $1.35 and $1.40 in diluted EPS, excluding the effect of non-cash charges related to the change in fair value of derivative liabilities.

Ms. Jiang commented, "We are optimistic about our business prospects. Our main base of operations in Shenzhen in the Pearl River Delta region of China continues to perform well and the expansion of our business into Western China, through our second home base in the Chongqing Delta region is ramping up nicely. We are very pleased with our recently completed acquisitions as they were made at attractive valuations and enable Universal Travel Group to expand into additional under-penetrated domestic travel markets

"Our three newly acquired businesses are traditional travel agencies with a minimal online presence and the bulk of their business comes from selling package tours. As such, we see many opportunities to improve sales and profitability by expanding their online bookings and air ticketing and hotel reservation sales as we integrate these businesses and their customers into our wider travel platform over the coming weeks and months. We expect this initiative not only to increase sales, but also to help improve overall margin performance given that online bookings, air ticketing and hotel reservations all have higher margins than sales via customer service representatives and, given the way revenues are recognized, sales of package tours. We expect to see the results of our efforts as the year progresses and expect stronger overall margin performance in the second half of 2010 as a result of these initiatives, but also because the package tour business is seasonal and the third and fourth quarters typically outperform the first two quarters of the year."

"We recently announced our intent to acquire an additional four travel agencies in China. These companies have a greater focus on air ticketing and hotel reservations versus package tours. Following the closing of these acquisitions, our geographic coverage will have expanded to ten provinces in mainland China and we are confident that these acquisitions will have a positive impact on our top and bottom line performance for the year and beyond."

For full year 2010, the Company reiterates its previously issued guidance of achieving a growth rate range of between 45% and 55% in both revenues and net income, excluding the effect of non-cash charges related to the change in fair value of derivative liabilities and stock-based compensation. This guidance does not include any impact from the four companies the Company has announced it is in the process of acquiring.

Historically, operations and short term financing have been sufficient to meet our cash needs. We believe that we will be able to generate revenue from operations to provide the necessary cash flow to meet anticipated working capital requirements. However, our actual working capital needs for the long and short term will depend upon numerous factors, including operating results, competition, the opportunity to acquire or start-up new businesses, and the availability of credit facilities, none of which can be predicted with certainty. Due to our rapid growth and expansion, our need for additional capital may arise, and management will seek to raise capital for the maintenance and expansion of our operations through the issuance of debt or equity if necessary. To satisfy these capital needs due to our broad expansion in PRC, as well as to set up more TRIPEASY kiosks, we may incur additional capital expenditure.

We filed a Registration Statement on Form S-3 to register $50,000,000 worth of securities on Aug 7, 2009, which became effective on November 5, 2009. There can be no assurance that such financing will be available or, if available, will be on terms acceptable to us. Future expansion will be limited by the availability of financing. Unless otherwise indicated in a prospectus supplement, we intend to use the net proceeds from the sale of the securities under the S-3 registration for general corporate purposes, including expanding our products, and for general working capital purposes. We may also use a portion of the net proceeds to acquire or invest in businesses and products that are complementary to our own, although we have no current plans, commitments or agreements with respect to any acquisitions as of the date of the S-3 registration.

Universal Travel Group has updated guidance to now include EPS guidance. Previous guidance did not provide EPS information, although the GeoTeam did calculate an implied EPS figure.

The Company remains optimistic due to the increased activities in the travel and leisure industry in the PRC, as well as its comprehensive marketing strategies and online service platform.

^a The above forecasts reflect the Company's current and preliminary views and are therefore subject to change. Please refer to the Company's Safe Harbor Statement (usually in press releases) for the factors that could cause actual results to differ materially from those contained in any forward-looking statement.

^b Non-GAAP EPS Figures exclude certain non-operating gains and losses as well as certain non-cash items. Non-GAAP information should not be viewed in isolation or as a substitute for reported, or GAAP information . For a more complete explanation of the company's definition of non-GAAP please refer to its financial press releases. The GeoTeam® non-GAAP figures may, from time to time, differ from company supplied figures.

Guidance Report:

Full Year Fiscal 2009 Guidance Ending December

The GeoTeam® is concerned that the company did not issue EPS guidance for 2009.

EPS Figures exclude non-operating gains and losses (Non-GAAP).

'We remain very confident that we are on track to achieve guidance for fiscal year 2008. In addition, we believe we can grow in 2009 due to China's steadily growing tourism industry,' stated Ms. Jiangping Jiang, CEO of Universal Travel Group. 'Over the last year, China's domestic travel fueled our growth. According to the National Tourism Administration of the People's Republic of China, China's domestic travel income receipts grew by 12.6% over 2007, and total tourism receipts accounted for 3.9% of China's total GDP in 2008.'

Source: PR Newswire (February 10, 2009)