UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10−Q
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2010
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to _____________
Commission File Number: 001-34566
CHINA BIOLOGIC PRODUCTS,
INC.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
|
75-2308816
|
(State or other jurisdiction of
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
No. 14 East Hushan Road
Taian City, Shandong 271000
Peoples Republic of China
(Address of principal executive offices,
Zip Code)
(+86) 538-620-2306
(Registrants telephone number,
including area code)
_____________________________________________________________________
(Former
name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
|
|
Non-accelerated filer [ ]
(Do not
check if a smaller reporting company)
|
Smaller reporting company [X]
|
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The number of shares outstanding of each of the issuers
classes of common stock, as of November 12, 2010 is as follows:
Class of Securities
|
Shares Outstanding
|
Common Stock, $0.0001 par value
|
24,213,533
|
CHINA BIOLOGIC PRODUCTS, INC.
Quarterly Report on Form 10-Q
Three and
Nine Months Ended September 30, 2010
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item 1.
|
Financial Statements
|
1
|
Item 2.
|
Managements Discussion and Analysis of
Financial Condition and Results of Operations
|
48
|
Item 3.
|
Quantitative and
Qualitative Disclosures About Market Risk
|
58
|
Item 4.
|
Controls and Procedures
|
58
|
PART II
OTHER INFORMATION
Item 1.
|
Legal Proceedings
|
59
|
Item 1A.
|
Risk Factors
|
63
|
Item 2.
|
Unregistered Sales of
Equity Securities and Use of Proceeds
|
63
|
Item 3.
|
Defaults Upon Senior Securities
|
63
|
Item 4.
|
(Removed and Reserved)
|
63
|
Item 5.
|
Other Information
|
63
|
Item 6.
|
Exhibits
|
63
|
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2010 AND 2009
INDEX TO FINANCIAL STATEMENTS
|
Page(s)
|
Financial Statements (unaudited)
|
|
Consolidated
Balance Sheets
|
2
|
Consolidated
Statements of Income and Other Comprehensive Income (Loss)
|
3
|
Consolidated
Statements of Changes in Equity
|
4
|
Consolidated
Statements of Cash Flows
|
5
|
Notes
to Condensed Consolidated Financial Statements
|
6
|
1
CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2010 and
DECEMBER 31, 2009
ASSETS
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
64,579,098
|
|
$
|
53,843,951
|
|
Accounts receivable, net of allowance for
doubtful accounts of $1,274,406 and $1,254,955 as of September 30, 2010
and December 31, 2009, respectively
|
|
6,338,162
|
|
|
1,767,076
|
|
Accounts receivable - related party
|
|
247,702
|
|
|
222,617
|
|
Other receivables
|
|
2,678,276
|
|
|
2,186,441
|
|
Inventories, net of allowance for obsolete of $653,340 and
$519,333 as of September 30, 2010 and December 31, 2009, respectively
|
|
46,584,094
|
|
|
35,132,724
|
|
Prepayments and deferred expense
|
|
1,679,041
|
|
|
1,299,125
|
|
Deferred tax assets
|
|
1,285,733
|
|
|
1,053,771
|
|
Total current assets
|
|
123,392,106
|
|
|
95,505,705
|
|
|
|
|
|
|
|
|
PLANT AND EQUIPMENT, net
|
|
36,992,255
|
|
|
28,873,413
|
|
|
|
|
|
|
|
|
OTHER ASSETS:
|
|
|
|
|
|
|
Investment in unconsolidated affiliate
|
|
7,443,372
|
|
|
6,627,355
|
|
Prepayments - non-current
|
|
3,470,787
|
|
|
3,223,960
|
|
Intangible assets, net
|
|
19,198,734
|
|
|
21,180,322
|
|
Goodwill
|
|
12,425,589
|
|
|
12,425,589
|
|
Total other assets
|
|
42,538,482
|
|
|
43,457,226
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
202,922,843
|
|
$
|
167,836,344
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
Accounts payable
|
$
|
3,787,455
|
|
$
|
3,701,843
|
|
Notes payable
|
|
-
|
|
|
48,598
|
|
Short term loans - bank
|
|
6,062,850
|
|
|
4,474,350
|
|
Short term loans - holder of noncontrolling interest
|
|
-
|
|
|
3,652,500
|
|
Other payables and accrued
liabilities
|
|
22,632,005
|
|
|
19,246,814
|
|
Other payable - related parties
|
|
3,150,659
|
|
|
3,087,527
|
|
Accrued interest - holder of
noncontrolling interest
|
|
-
|
|
|
2,068,526
|
|
Customer deposits
|
|
4,120,667
|
|
|
3,868,577
|
|
Taxes payable
|
|
7,415,225
|
|
|
8,774,079
|
|
Investment payable
|
|
74,816
|
|
|
2,195,365
|
|
Current maturities of notes payable,
net of discount of $6,639,846 as of September 30, 2010
|
|
860,154
|
|
|
-
|
|
Total current liabilities
|
|
48,103,831
|
|
|
51,118,179
|
|
|
|
|
|
|
|
|
OTHER LIABILITIES:
|
|
|
|
|
|
|
Other payable -
land use right
|
|
329,086
|
|
|
323,687
|
|
Derivative liability -
conversion option
|
|
11,255,816
|
|
|
19,960,145
|
|
Fair value of
derivative instruments
|
|
7,133,071
|
|
|
12,701,262
|
|
Notes payable, net of discount
of $8,464,380 as of December 31, 2009
|
|
-
|
|
|
89,760
|
|
Total other liabilities
|
|
18,717,973
|
|
|
33,074,854
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
66,821,804
|
|
|
84,193,033
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY:
|
|
|
|
|
|
|
Common stock, $0.0001 par value, 100,000,000 shares
authorized, 23,513,533 and 23,056,442 shares issued and outstanding at
September 30 ,2010 and December 31, 2009, respectively
|
|
2,351
|
|
|
2,305
|
|
Additional paid-in-capital
|
|
28,134,566
|
|
|
22,517,077
|
|
Statutory reserves
|
|
26,307,589
|
|
|
17,414,769
|
|
Retained earnings
|
|
33,567,859
|
|
|
5,302,605
|
|
Accumulated other comprehensive income
|
|
5,835,101
|
|
|
4,227,394
|
|
Total shareholders' equity
|
|
93,847,466
|
|
|
49,464,150
|
|
|
|
|
|
|
|
|
NONCONTROLLING INTEREST
|
|
42,253,573
|
|
|
34,179,161
|
|
|
|
|
|
|
|
|
Total equity
|
|
136,101,039
|
|
|
83,643,311
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
$
|
202,922,843
|
|
$
|
167,836,344
|
|
|
|
|
|
|
|
|
The accompanying notes are an
integral part of these consolidated statements.
|
2
CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
(LOSS)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
(Unaudited)
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
REVENUES
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
35,847,351
|
|
$
|
26,924,616
|
|
$
|
103,289,680
|
|
$
|
80,861,353
|
|
Revenues - related party
|
|
156,414
|
|
|
115,123
|
|
|
720,954
|
|
|
508,529
|
|
Total revenues
|
|
36,003,765
|
|
|
27,039,739
|
|
|
104,010,634
|
|
|
81,369,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUES
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
8,682,502
|
|
|
6,960,901
|
|
|
26,126,366
|
|
|
22,337,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
27,321,263
|
|
|
20,078,838
|
|
|
77,884,268
|
|
|
59,032,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
2,229,685
|
|
|
619,467
|
|
|
5,029,474
|
|
|
2,313,577
|
|
General and administrative expenses
|
|
5,832,118
|
|
|
5,169,137
|
|
|
16,700,320
|
|
|
14,996,846
|
|
Research and development expenses
|
|
431,991
|
|
|
262,500
|
|
|
1,332,025
|
|
|
1,098,083
|
|
Total operating expenses
|
|
8,493,794
|
|
|
6,051,104
|
|
|
23,061,819
|
|
|
18,408,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM OPERATIONS
|
|
18,827,469
|
|
|
14,027,734
|
|
|
54,822,449
|
|
|
40,623,780
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in loss (income) of unconsolidated affiliate
|
|
(323,015
|
)
|
|
(31,051
|
)
|
|
(668,670
|
)
|
|
19,092
|
|
Change in fair value of derivative
liabilities
|
|
(3,792,793
|
)
|
|
13,242,333
|
|
|
(9,897,199
|
)
|
|
14,931,088
|
|
Interest expense, net
|
|
511,287
|
|
|
724,771
|
|
|
1,131,345
|
|
|
1,979,538
|
|
Other income - related party
|
|
(453
|
)
|
|
-
|
|
|
(915,191
|
)
|
|
-
|
|
Other expense, net
|
|
142,736
|
|
|
337,645
|
|
|
339,970
|
|
|
372,955
|
|
Total other (income) expense , net
|
|
(3,462,238
|
)
|
|
14,273,698
|
|
|
(10,009,745
|
)
|
|
17,302,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE PROVISION FOR INCOME
TAXES AND NONCONTROLLING INTEREST
|
|
22,289,707
|
|
|
(245,964
|
)
|
|
64,832,194
|
|
|
23,321,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES
|
|
3,499,558
|
|
|
2,535,023
|
|
|
11,782,505
|
|
|
7,547,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
18,790,149
|
|
|
(2,780,987
|
)
|
|
53,049,689
|
|
|
15,773,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to
noncontrolling interest
|
|
5,115,258
|
|
|
3,412,582
|
|
|
15,891,615
|
|
|
10,738,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME ATTRIBUTABLE TO
CONTROLLING INTEREST
|
|
13,674,891
|
|
|
(6,193,569
|
)
|
|
37,158,074
|
|
|
5,035,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME
(LOSS)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
1,980,488
|
|
|
(61,912
|
)
|
|
2,412,606
|
|
|
349,415
|
|
Comprehensive (income) loss
attributable to noncontrolling interest
|
|
(666,131
|
)
|
|
(43,287
|
)
|
|
(804,899
|
)
|
|
(437,227
|
)
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING
INTEREST
|
$
|
14,989,248
|
|
$
|
(6,298,768
|
)
|
$
|
38,765,781
|
|
$
|
4,947,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC EARNINGS PER SHARE
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
|
|
23,513,533
|
|
|
21,632,793
|
|
|
23,471,084
|
|
|
21,504,002
|
|
Earnings per share
|
$
|
0.58
|
|
$
|
(0.29
|
)
|
$
|
1.58
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED EARNINGS PER SHARE
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
|
|
26,578,471
|
|
|
21,632,793
|
|
|
26,575,801
|
|
|
21,767,086
|
|
Earnings per share
|
$
|
0.53
|
|
$
|
(0.29
|
)
|
$
|
1.44
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated statements.
|
3
CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|
Common stock
|
|
|
|
|
|
Retained earnings
|
|
|
Accumulated other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in
|
|
|
Statutory
|
|
|
|
|
|
comprehensive
|
|
|
Noncontrolling
|
|
|
|
|
|
|
Shares
|
|
|
Par value
|
|
|
capital
|
|
|
reserves
|
|
|
Unrestricted
|
|
|
income (loss)
|
|
|
interest
|
|
|
Totals
|
|
BALANCE, December 31, 2008
|
|
21,434,942
|
|
$
|
2,143
|
|
$
|
10,700,032
|
|
$
|
6,989,801
|
|
$
|
15,392,253
|
|
$
|
4,159,298
|
|
$
|
4,805,381
|
|
$
|
42,048,908
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of
reclassification of warrants
|
|
|
|
|
|
|
|
(738,449
|
)
|
|
|
|
|
(929,577
|
)
|
|
|
|
|
|
|
|
(1,668,026
|
)
|
Stock based compensation
|
|
|
|
|
|
|
|
62,281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,281
|
|
Issuance of common
stock upon exercise of warrants
|
|
1,215,500
|
|
|
122
|
|
|
9,167,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,167,881
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,035,494
|
|
|
|
|
|
10,738,295
|
|
|
15,773,789
|
|
Dividend declared to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,955,392
|
)
|
|
(8,955,392
|
)
|
Noncontrolling interest acquired from
acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,525,059
|
|
|
21,525,059
|
|
Adjustment to statutory
reserve
|
|
|
|
|
|
|
|
|
|
|
6,423,552
|
|
|
(6,423,552
|
)
|
|
|
|
|
|
|
|
-
|
|
Foreign currency translation
adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(87,812
|
)
|
|
437,227
|
|
|
349,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, September 30, 2009 (unaudited)
|
|
22,650,442
|
|
$
|
2,265
|
|
$
|
19,191,623
|
|
$
|
13,413,353
|
|
$
|
13,074,618
|
|
$
|
4,071,486
|
|
$
|
28,550,570
|
|
$
|
78,303,915
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock upon exercise
of warrants
|
|
68,500
|
|
|
6
|
|
|
788,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
788,164
|
|
Issuance of common
stock upon conversion of convertible notes
|
|
250,000
|
|
|
25
|
|
|
2,187,305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,187,330
|
|
Stock option exercised
|
|
87,500
|
|
|
9
|
|
|
349,991
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
350,000
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,770,597
|
)
|
|
|
|
|
5,610,194
|
|
|
1,839,597
|
|
Adjustment to statutory reserve
|
|
|
|
|
|
|
|
|
|
|
4,001,416
|
|
|
(4,001,416
|
)
|
|
|
|
|
|
|
|
-
|
|
Foreign currency
translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155,908
|
|
|
18,397
|
|
|
174,305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, December 31, 2009
|
|
23,056,442
|
|
$
|
2,305
|
|
$
|
22,517,077
|
|
$
|
17,414,769
|
|
$
|
5,302,605
|
|
$
|
4,227,394
|
|
$
|
34,179,161
|
|
$
|
83,643,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based
compensation
|
|
|
|
|
|
|
|
681,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
681,653
|
|
Issuance of common stock upon exercise
of warrants
|
|
180,826
|
|
|
18
|
|
|
2,436,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,436,925
|
|
Issuance of common
stock upon conversion of convertible notes
|
|
263,535
|
|
|
27
|
|
|
2,498,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,498,957
|
|
Stock option exercised
|
|
12,730
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,158,074
|
|
|
|
|
|
15,891,615
|
|
|
53,049,689
|
|
Dividend declared to noncontrolling
interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,634,772
|
)
|
|
(8,634,772
|
)
|
Adjustment to statutory
reserve
|
|
|
|
|
|
|
|
|
|
|
8,892,820
|
|
|
(8,892,820
|
)
|
|
|
|
|
|
|
|
-
|
|
Noncontrolling interest transfer in
Fangcheng
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,670
|
|
|
12,670
|
|
Foreign currency
translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,607,707
|
|
|
804,899
|
|
|
2,412,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, September 30, 2010
(unaudited)
|
|
23,513,533
|
|
$
|
2,351
|
|
$
|
28,134,566
|
|
$
|
26,307,589
|
|
$
|
33,567,859
|
|
$
|
5,835,101
|
|
$
|
42,253,573
|
|
$
|
136,101,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an
integral part of these consolidated statements.
|
|
4
CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2010 AND 2009
(Unaudited)
|
|
2010
|
|
|
2009
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
|
|
|
|
|
|
Net income attributable to controlling
interest
|
$
|
37,158,074
|
|
$
|
5,035,494
|
|
Net income attributable
to noncontrolling interest
|
|
15,891,615
|
|
|
10,738,295
|
|
Consolidated net income
|
|
53,049,689
|
|
|
15,773,789
|
|
Adjustments to
reconcile net income to cash provided by
operating activities:
|
|
|
|
|
|
|
Depreciation
|
|
2,379,794
|
|
|
2,158,206
|
|
Amortization
|
|
2,614,637
|
|
|
2,654,269
|
|
Loss on disposal of equipment
|
|
9,685
|
|
|
114,246
|
|
Recovery of bad debt previously reserved
|
|
(6,694
|
)
|
|
(9,621
|
)
|
Allowance for bad debt - accounts receivables
|
|
-
|
|
|
90,442
|
|
Allowance for bad debt - other receivables and prepayment
|
|
434,105
|
|
|
659,788
|
|
Allowance for obsolete inventories
|
|
121,244
|
|
|
-
|
|
Deferred tax assets
|
|
(206,758
|
)
|
|
-
|
|
Stock based compensation
|
|
681,653
|
|
|
62,281
|
|
Change in fair value of derivative liabilities
|
|
(9,897,199
|
)
|
|
14,931,088
|
|
Amortization of deferred note issuance cost
|
|
258,753
|
|
|
110,938
|
|
Amortization of discount on convertible notes
|
|
784,822
|
|
|
45,175
|
|
Equity in (income) loss of unconsolidated affiliate
|
|
(668,670
|
)
|
|
19,092
|
|
Change in operating assets and
liabilities:
|
|
|
|
|
|
|
Accounts receivable
|
|
(4,450,082
|
)
|
|
(1,306,293
|
)
|
Accounts receivable - related party
|
|
(20,176
|
)
|
|
378,308
|
|
Other receivables
|
|
(439,357
|
)
|
|
(485,641
|
)
|
Inventories
|
|
(10,666,230
|
)
|
|
(9,729,616
|
)
|
Prepayments and deferred expenses
|
|
(746,863
|
)
|
|
(511,819
|
)
|
Accounts payable
|
|
9,738
|
|
|
(149,764
|
)
|
Other payables and accrued liabilities
|
|
1,456,220
|
|
|
4,236,622
|
|
Accrued interest - holder of noncontrolling interest
|
|
(2,068,526
|
)
|
|
1,319,555
|
|
Customer deposits
|
|
176,961
|
|
|
4,154,255
|
|
Taxes payable
|
|
(1,510,679
|
)
|
|
942,929
|
|
Net cash provided
by operating activities
|
|
31,296,067
|
|
|
35,458,229
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES:
|
|
|
|
|
|
|
Cash acquired through acquisition
|
|
-
|
|
|
11,945,303
|
|
Proceeds from dividend
receivable
|
|
-
|
|
|
147,256
|
|
Payments made for acquisition
|
|
(4,026,415
|
)
|
|
(10,373,854
|
)
|
Payments made for
unconsolidated affiliate
|
|
-
|
|
|
(3,224,980
|
)
|
Purchase of plant and equipment
|
|
(6,225,041
|
)
|
|
(2,323,903
|
)
|
Additions to intangible
assets
|
|
(88,238
|
)
|
|
(1,374,146
|
)
|
Proceeds from sale of equipment
|
|
-
|
|
|
513
|
|
Advances on non-current
assets
|
|
(1,249,980
|
)
|
|
(855,298
|
)
|
Net cash used in investing
activities
|
|
(11,589,674
|
)
|
|
(6,059,109
|
)
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
Proceeds from warrants
conversion
|
|
689,160
|
|
|
3,455,059
|
|
Proceeds from issuance of convertible
notes
|
|
-
|
|
|
8,967,516
|
|
Repayments of former
shareholders loan in acquiring company
|
|
-
|
|
|
(2,840,914
|
)
|
Proceeds from short term loans - bank
|
|
5,884,000
|
|
|
13,515,598
|
|
Payments on short term
loans - bank
|
|
(4,413,000
|
)
|
|
(2,814,528
|
)
|
Payments on long term loan - bank
|
|
-
|
|
|
(5,863,600
|
)
|
Repayments of
non-controlling shareholder loan
|
|
(3,652,500
|
)
|
|
-
|
|
Payments on notes payables
|
|
(48,731
|
)
|
|
(29,318
|
)
|
Distribution paid to noncontrolling interest shareholders
|
|
(8,628,886
|
)
|
|
(2,293,888
|
)
|
Net cash (used in) provided by
financing activities
|
|
(10,169,957
|
)
|
|
12,095,925
|
|
|
|
|
|
|
|
|
EFFECTS OF EXCHANGE RATE CHANGE IN CASH
|
|
1,198,711
|
|
|
38,472
|
|
|
|
|
|
|
|
|
INCREASE IN CASH
|
|
10,735,147
|
|
|
41,533,517
|
|
|
|
|
|
|
|
|
CASH and CASH EQUIVALENTS, beginning of periods
|
|
53,843,951
|
|
|
8,814,616
|
|
|
|
|
|
|
|
|
CASH and CASH EQUIVALENTS, end of periods
|
$
|
64,579,098
|
|
$
|
50,348,133
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
Income taxes paid
|
$
|
13,477,608
|
|
$
|
7,525,262
|
|
Interest paid
|
$
|
247,649
|
|
$
|
911,846
|
|
Non-cash investing and
financing activities:
|
|
|
|
|
|
|
Reclassification
of derivative liability to equity related to conversion of convertible
notes
|
$
|
2,498,957
|
|
$
|
5,712,822
|
|
Reclassification of derivative liability to equity related to
exercise of warrants
|
$
|
1,747,765
|
|
$
|
-
|
|
Distribution paid
in exchange of holder of noncontrolling interest loan
|
$
|
-
|
|
$
|
3,737,283
|
|
Distribution paid by offsetting accounts receivable - related party
|
$
|
-
|
|
$
|
943,907
|
|
Distribution paid
by offsetting loan due from holder of noncontrolling interest
|
$
|
-
|
|
$
|
4,470,995
|
|
Net assets acquired with prepayments made in prior periods
|
$
|
-
|
|
$
|
14,248,548
|
|
Net assets
addition with unpaid investment
|
$
|
-
|
|
$
|
2,849,710
|
|
Plant and equipment addition with unpaid commitment
|
$
|
1,485,944
|
|
$
|
-
|
|
Intangible assets
acquired with prepayments made in prior periods
|
$
|
441,300
|
|
$
|
131,931
|
|
Plant and equipment acquired with prepayments made in prior periods
|
$
|
630,925
|
|
$
|
-
|
|
|
|
|
|
|
|
|
The accompanying notes are an
integral part of these consolidated statements.
|
5
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 1 Organization background and principal activities
Principal Activities and Reorganization
China Biologic Products, Inc. (the Company or CBP) was
originally incorporated in 1992 under the laws of the state of Texas. After the
completion of an acquisition with Logic Express Limited, a British Virgin
Islands limited company, the Company was converted to a Delaware corporation.
The Company through its direct and indirect subsidiaries is principally engaged
in the research, development, commercialization, manufacture and sale of human
blood products to customers in the Peoples Republic of China (the PRC) and to
some extent in India.
Current Developments
Dalin Acquisition and Entrustment Agreement
In April 2009, Logic Express Ltd. (Logic Express), CBPs
wholly owned subsidiary, through Logic Holdings(Hong Kong)Ltd. (Logic
Holdings) completed the acquisition of a 90% equity interest in Guiyang Dalin
Biologic Technologies Co. Ltd. (Dalin), previously known as Chongqing Dalin
Biologic Technologies Co. Ltd., upon payment of 90% of the total purchase price
of approximately RMB 194,400,000 ($28,479,600). The Company paid the remaining
10% of the purchase price, RMB 19,440,000 (approximately $2,847,960), on April
9, 2010, the one-year anniversary of the local Administration for Industry and
Commerces approval of the equity transfer in a accordance with the equity
transfer agreement
On April 6, 2009, Logic Express entered into an equity transfer
and entrustment agreement, or Entrustment Agreement, among Logic Express,
Shandong Taibang Biological Products Co. Ltd (Shandong Taibang), and the
Shandong Institute of Biological Products (the Shandong Institute), the holder
of the minority interests in Shandong Taibang, pursuant to which, Logic Express
agreed to permit Shandong Taibang and the Shandong Institute to participate in
the indirect purchase of Guiyang Qianfeng Biological Products (Qianfeng)
equity interests. Under the terms of the Entrustment Agreement, Shandong Taibang
agreed to contribute 18% or RMB 35,000,000 (approximately $5,116,184) of the
Dalin purchase price and the Shandong Institute agreed to contribute 12.86% or
RMB 25,000,000 (approximately $3,654,917) of the Dalin purchase price. On April
12, 2010, the Company fully paid the Shandong Institute and Shandong Taibang
their respective investment amounts, as well as the interest, in accordance with
the Entrustment Agreement, as described in more detail in Note 3 below.
Formation of PRC Subsidiaries
On December 21, 2009, the Company established Logic Management
and Consulting (China) Co., Ltd. (Logic China), a wholly-owned subsidiary of
Logic Holding, for the purpose of being a holding company for the majority
interest in Dalin and to facilitate the Companys PRC operations at the holding
company level. On December 28, 2009, the Company transferred its 90% equity
interest in Guiyang Dalin from Logic Holding to Logic China.
6
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 1 Organization background and principal activities
(continued)
On August 5, 2010, Logic China formed a wholly-owned
subsidiary, Logic Taibang Bio-Tech Institute (Beijing), or Logic Beijing, with
registered capital of $149,700 (RMB 1 million). Logic Beijing was established to
operate all research and development activities of the Company and its
subsidiaries.
Acquisition of 20% of equity interest in Fangcheng Plasma
Co.
On January 13, 2010, Shandong Taibang acquired the 20%
non-controlling minority interest in the Fangcheng Plasma Company, and as a
result, Shandong Taibang is now the 100% owner of the Fangcheng Plasma Company.
Acquisition of Ziguang Bio-Technology Co.
On January 22, 2010, Shandong Taibang entered into an equity
transfer agreement with Yuncheng Ziguang Biotechnology Co., Ltd. located in
Yuncheng, Shandong Province. Under the terms of the equity transfer agreement,
Shandong Taibang agreed to purchase 100% of Yuncheng Ziguangs equity interest
at a purchase price of RMB 10,066,672 (approximately $1,476,781), which was paid
on February 24, 2010. The purpose of this acquisition is for relocation of
Shandong Taibangs Yang Gu Plasma Company into the nearby Yuncheng Ziguang
facility. Currently, Yuncheng Ziguang has no operations and is under
construction for such purpose.
Acquisition of the 17.24% Minority Interest of Taibang
Medical
On July 8, 2010, Logic China entered into an equity transfer
agreement to purchase 100% of the equity interest in Taibang Medical from the
Companys indirect 82.76%-owned subsidiary Shandong Taibang with a cash purchase
price of RMB 6,440,000 (approximately $947,327). The equity transfer was
registered with the local Administration for Industry and Commerce (AIC) on
September 10, 2010 and the purchase price was fully paid on September 23, 2010.
With this equity transfer, Taibang Medical is now the Companys indirect 100%
owned subsidiary and the Company will be able to consolidate its resources in
the sales and marketing of Shandong Taibang and Qianfengs products.
Note 2 Summary of significant accounting policies
Basis of Presentation
The accompanying consolidated financial statements have been
prepared in conformity with accounting principles generally accepted in the
United States of America. The Companys functional currency is the Chinese
Renminbi (RMB) but the Companys reporting currency is the United States
Dollar (USD), therefore, the accompanying consolidated financial statements
have been translated and presented in USD. All material inter-company
transactions and balances have been eliminated in the consolidation.
While management has included all normal recurring adjustments
considered necessary to give a fair presentation of the operating results for
the periods presented, interim results are not necessarily indicative of results
for a full year. The information included in this Form 10-Q should be read in
conjunction with information included in the Companys 2009 annual report on
Form 10-K as amended.
7
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 2 Summary of significant accounting policies
(continued)
Use of Estimates
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. For example, management estimates the fair
value of stock based compensation, potential losses on outstanding receivables
and slow-moving inventories, impairment loss of long-lived assets, allocation of
plasma production cost, as well as bonus accruals for year end management bonus.
Management believes that the estimates utilized in preparing its financial
statements are reasonable and prudent. Actual results could differ from these
estimates.
Foreign Currency Translation
The reporting currency of the Company is the US dollar. The
Companys functional currency is the Chinese Renminbi (RMB), also the local
currency of the Companys principal operating subsidiaries. Results of
operations and cash flows are translated at average exchange rates during the
period. Assets and liabilities are translated at the unified exchange rate as
quoted by the Peoples Bank of China at the end of the period. Translation
adjustments resulting from this process are included in accumulated other
comprehensive income in the consolidated statements of changes in equity.
Transaction gains and losses that arise from exchange rate fluctuations on
transactions denominated in a currency other than the functional currency are
included in the results of operations as incurred.
In accordance with Financial Accounting Standards Boards
(FASB) accounting standard, cash flows from the Company's operations is
calculated based upon the local currencies. As a result, amounts related to
assets and liabilities reported on the consolidated statement of cash flows will
not necessarily agree with changes in the corresponding balances on the
consolidated balance sheet.
The consolidated balance sheet amounts, with the exception of
equity, at September 30, 2010 and December 31, 2009 were translated at RMB 6.68
to $1.00 and RMB 6.82 to $1.00, respectively. The equity accounts were stated at
their historical rate. The average translation rates applied to consolidated
statements of income for the three months ended September 30, 2010 and 2009 were
RMB 6.76 and RMB 6.82 to $1.00, respectively. The average translation rates
applied to consolidated statements of income and cash flow for the nine months
ended September 30, 2010 and 2009 were RMB 6.80 and RMB 6.82 to $1.00,
respectively.
Revenue Recognition
The Company recognizes revenue when products are delivered and
the customer takes ownership and assumes risk of loss, collection of the
relevant receivable is probable, persuasive evidence of an arrangement exists
and the sales price is fixed or determinable, which are generally considered to
be met upon delivery and acceptance of products at the customer site. Sales are
presented net of any discounts given to customers. As a policy, the Company does
not accept any product returns and based on the Companys records, product
returns, if any, are immaterial. Sales revenue represents the invoiced value of
goods, net of a value-added tax (VAT).
8
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 2 Summary of significant accounting policies
(continued)
Revenue Recognition (continued)
The Companys revenues are primarily derived from the
manufacture and sale of human blood products. The Companys revenues by
significant types of product for the three and nine months ended September 30,
2010 and 2009 are as follows:
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Human Albumin 20%/10% in 10ml, 25ml
and 50ml
|
$
|
17,482,749
|
|
$
|
11,556,199
|
|
$
|
49,171,922
|
|
$
|
39,649,829
|
|
Human Hepatitis B Immunoglobulin
|
|
2,549,295
|
|
|
1,317,786
|
|
|
8,720,728
|
|
|
2,611,945
|
|
Human Immunoglobulin for Intravenous
Injection
|
|
13,055,081
|
|
|
10,251,433
|
|
|
34,546,253
|
|
|
29,787,712
|
|
Human Rabies Immunoglobulin
|
|
1,057,488
|
|
|
1,348,213
|
|
|
6,161,885
|
|
|
3,903,464
|
|
Human Tetanus Immunoglobulin
|
|
1,476,762
|
|
|
812,201
|
|
|
3,332,432
|
|
|
2,184,811
|
|
Human Immunoglobulin
|
|
182,079
|
|
|
1,426,667
|
|
|
1,032,583
|
|
|
1,962,607
|
|
Others
|
|
200,311
|
|
|
327,240
|
|
|
1,044,831
|
|
|
1,269,514
|
|
Totals
|
$
|
36,003,765
|
|
$
|
27,039,739
|
|
$
|
104,010,634
|
|
$
|
81,369,882
|
|
The Company is engaged in sale of human blood products to
customers in China and India. The amount sold in India was less than 10% of
total sales for the three and nine months ended September 30, 2010 and 2009,
respectively.
Shipping and Handling
Shipping and handling costs related to costs of goods sold are
included in selling expenses and totaled $95,465 and $82,786 for the three
months ended September 30, 2010 and 2009, respectively. For the nine months
ended September 30, 2010 and 2009, costs totaled $254,288 and $206,577,
respectively.
Financial Instruments
On January 1, 2008, the Company adopted FASBs accounting
standard related to fair value measurements and began recording financial assets
and liabilities subject to recurring fair value measurement at the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants. These fair value principles prioritize
valuation inputs across three broad levels. Receivables, payables, short and
long term loans, and derivative liabilities qualify as financial instruments.
Management concluded the carrying values of the receivables, payables and short
term loans approximate their fair values because of the short period of time
between the origination of such instruments and their expected realization, and
if applicable, their stated rates of interest are equivalent to interest rates
currently available. The fair values of the long term debt and derivative
liabilities are measured pursuant to the three levels defined by the FASBs
accounting standard as follow:
-
Level 1: inputs to the valuation methodology are quoted prices
(unadjusted) for identical assets or liabilities in active markets.
9
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 2 Summary of significant accounting policies
(continued)
Financial Instruments (continued)
-
Level 2: inputs to the valuation methodology
include quoted prices for similar assets and liabilities in active markets,
and inputs that are observable for the assets or liability, either directly or
indirectly, for substantially the full term of the financial instruments.
-
Level 3: inputs to the valuation methodology are unobservable and
significant to the fair value.
As required by FASBs accounting standard, financial assets and
liabilities are classified in their entirety based on the lowest level of input
that is significant to the fair value measurement. Depending on the product and
the terms of the transaction, the fair value of the derivative liabilities were
modeled using a series of techniques, including closed-form analytic formula,
such as the Black-Scholes Option Pricing Model, which does not entail material
subjectivity because the methodology employed does not necessitate significant
judgment, and the pricing inputs are observed from actively quoted markets.
Derivative liabilities related to warrants issued by the Company and the
liability related to derivative instruments (including the conversion option)
embedded in the Companys Senior Secured Convertible Notes are carried at fair
value, with changes in the fair value charged or credited to income. The fair
values are determined using the Black-Scholes Model or a binomial model, defined
in FASBs accounting standard related to fair value measurements as level 2
inputs.
|
|
Carrying Value as of
|
|
|
Fair Value Measurements at
September 30, 2010
|
|
|
|
September 30, 2010
|
|
|
using Fair Value Hierarchy (Unaudited)
|
|
|
|
(Unaudited)
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Derivative liabilities-Conversion
option
|
$
|
11,255,816
|
|
$
|
-
|
|
$
|
11,255,816
|
|
$
|
-
|
|
Warrants liabilities
|
$
|
7,133,071
|
|
$
|
-
|
|
$
|
7,133,071
|
|
$
|
-
|
|
The assumptions used in calculating the fair value of the
derivative liabilities as of September 30, 2010 using the Black-Scholes option
pricing model are as follows:
|
|
Conversion
|
|
|
Warrants
|
|
|
|
Options
|
|
|
|
|
Expected dividend yield
|
|
0%
|
|
|
0%
|
|
Risk-free interest rate
|
|
0.22%
|
|
|
0.37%
|
|
Expected life (in years)
|
|
0.68
|
|
|
1.70
|
|
Weighted average expected volatility
|
|
75%
|
|
|
110%
|
|
The Company did not identify any other assets or liabilities
that are required to be presented on the balance sheet at fair value in
accordance with FASBs accounting standard.
Concentration Risks
The Company's operations are carried out in the PRC and are
subject to specific considerations and significant risks not typically
associated with companies in North America and Western Europe. Accordingly, the
Company's business, financial condition and results of operations may be
influenced by the political, economic and legal environments in the PRC, and by
the general state of the PRC economy. The Company's results may be adversely
affected by changes in governmental policies with respect to laws and
regulations, anti-inflationary measures, currency conversion and remittance
abroad, and rates and methods of taxation, among other things.
10
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 2 Summary of significant accounting policies
(continued)
Concentration Risks (continued)
The Company maintains balances at financial institutions which,
from time to time, may exceed Federal Deposit Insurance Corporation insured
limits for the banks located in the United States or may exceed Hong Kong
Deposit Protection Board insured limits for the banks located in Hong Kong.
Balances at financial institutions or state-owned banks within the PRC are not
covered by insurance. Total cash in banks as of September 30, 2010 and December
31, 2009 amounted to $64,070,180 and $53,576,495, respectively, $367,191 and
$1,009,053 of which are covered by insurance, respectively. The Company has not
experienced any losses in such accounts and does not believe that it is exposed
to any risks on its cash in bank accounts.
The Companys major product, human albumin: 20%/10ml, 20%/25ml,
20%/50ml, 10%/10ml, 10%/25ml and 10%/50ml, accounted for 48.6% and 42.7% of the
total revenues for the three months ended September 30, 2010 and 2009,
respectively, and 47.3% and 48.7% of total revenues for the nine months ended
September 30, 2010 and 2009, respectively. If the market demands for human
albumin cannot be sustained in the future or if the price of human albumin
decreases, it would adversely affect the Companys operating results.
All of the Companys customers are located in the PRC and
India. As of September 30, 2010 and 2009, the Company had no significant
concentration of credit risk. There were no customers that individually
comprised 10% or more of the revenue during the three and nine months ended
September 30, 2010 and 2009. No individual customer represented more than 10% of
trade receivables at September 30, 2010 and December 31, 2009. The Company
performs ongoing credit evaluations of its customers financial condition and,
generally, requires no collateral from its customers.
There were one and two vendors that individually comprised 10%
or more of the purchase during the three and nine months ended September 30,
2010, respectively, and no vendor that individually comprised 10% or more of the
purchase during the same period in 2009. There was one individual vendor that
represented more than 10% of accounts payables at September 30, 2010 and no
individual vendor represented more than 10% of accounts payables at December 31,
2009.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and demand
deposits in accounts maintained with state-owned banks within the PRC, Hong Kong
and the United States. The Company considers all highly liquid investments with
original maturities of three months or less at the time of purchase to be cash
equivalents.
Accounts Receivable
During the normal course of business, the Company extends
unsecured credit to its customers. Management reviews its accounts receivable on
a regular basis to determine if the allowance for doubtful accounts is adequate.
An estimate for doubtful accounts is made when collection of the full amount is
no longer probable. Account balances are written-off after management has
exhausted all efforts of collection.
11
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 2 Summary of significant accounting policies
(continued)
Inventories
Inventories are stated at the lower of cost or market using the
weighted average method. The cost of major raw materials (plasma) used in the
production are being allocated based on the managements estimation of
historical yields and market value from the annual production for each different
products. The cost of finished goods included direct costs of raw materials as
well as direct labor used in production. Indirect production costs such as
utilities and indirect labor related to production such as assembling, shipping
and handling for raw material costs are also included in the cost of
inventories.
The Company reviews its inventory periodically for possible
obsolete goods and cost in excess of net realizable value to determine if any
reserves are necessary. As of September 30, 2010 and December 31, 2009, the
Company reserved $653,340 and $519,333, respectively, as allowance for obsolete
inventory for raw material plasma that may not qualify for production due to the
90-day quarantine period rules implemented by PRC State Food and Drug
Administration (SFDA) on July 1, 2008. With the implementation of the 90-day
quarantine period rules, the Company experienced a longer staging period before
it was able to put raw material plasma into production. As a result, as of
September 30, 2010, the Company estimated that approximately $600,000 in
qualified raw material plasma that may not be consumed within one year.
Plant and Equipment
Plant and equipment are stated at cost less accumulated
depreciation. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets with 5% residual value.
Estimated useful lives of the assets are as follows:
|
|
Estimated Useful Life
|
|
Buildings and improvement
|
|
30 years
|
|
Machinery and equipment
|
|
10 years
|
|
Furniture, fixtures ,office equipment
and vehicle
|
|
5-10 years
|
|
Construction in progress represents the costs incurred in
connection with the construction of buildings, new additions, and capitalized
interest incurred in connection with the Companys plant facilities. In
accordance with the provisions of FASBs accounting standard related to
capitalization of interest, interest incurred on borrowings is capitalized to
the extent that borrowings do not exceed construction in progress. The credit is
a reduction of interest expense. No depreciation is provided for construction in
progress until such time as the assets are completed and placed into service.
Maintenance, repairs and minor renewals are charged directly to expenses as
incurred. Major additions and betterment to property and equipment are
capitalized.
12
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 2 Summary of significant accounting policies
(continued)
Plant and Equipment (continued)
The Company periodically evaluates the carrying value of
long-lived assets in accordance with FASBs accounting standard related to
accounting for impairment and disposal of long-lived assets. When estimated cash
flows generated by those assets are less than the carrying amounts of the asset,
the Company recognizes an impairment loss. Based on its review, the Company
believes that, as of September 30, 2010 and December 31, 2009, there were no
impairments of its long-lived assets.
Investment in Unconsolidated Affiliate
Equity method investments are recorded at original cost and
adjusted to recognize the Companys proportionate share of the investees net
income or losses and additional contributions made and distributions received.
The Company recognizes a loss if it is determined that an other than temporary
decline in the value of the investment exists. A subsidiary in which the Company
has the ability to exercise significant influence, but does not have a
controlling interest is accounted for using the equity method. Significant
influence is generally considered to exist when the Company has an ownership
interest in the voting stock between 20% and 50%, and other factors, such as
representation on the Board of Directors, voting rights and the impact of
commercial arrangements, are considered in determining whether the equity method
of accounting is appropriate. The Company accounts for investments in less than
20% of an entitys voting stock using the cost method.
Intangible Assets
Intangible assets are stated at cost (estimated fair value upon
contribution or acquisition), less accumulated amortization. Amortization
expense is recognized on the straight-line basis over the estimated useful lives
of the assets as follows:
Intangible assets
|
|
Estimated useful lives
|
|
Land use rights
|
|
39-50 years
|
|
Permits and licenses
|
|
5-10 years
|
|
Blood donor network
|
|
10 years
|
|
Software
|
|
3.8 years
|
|
Good Manufacturing Practice
certificate
|
|
5-10 years
|
|
Long-term customer-relationship intangible assets
|
|
4 years
|
|
All land in the PRC is owned by the government, however, the
government grants land use rights. The Company has obtained rights to use most
parcels of land for 50 years, and several parcels of land are held by Qianfeng
for 39 years. The Company amortizes the cost of the land use rights over their
useful life using the straight-line method.
Other intangible assets represent permits, licenses, blood
donor network, software, Good Manufacturing Practice (GMP) certificate and
long-term customer-relationship intangible assets. The Company amortized the
cost of these intangible assets over their useful life using the straight-line
method.
Intangible assets of the Company are reviewed at least annually
or more often if circumstances dictate, to determine whether their carrying
value has become impaired. The Company considers assets to be impaired if the
carrying value exceeds the future projected cash flows from related operations.
The Company also re-evaluates the years of amortization to determine whether
subsequent events and circumstances warrant revised estimates of useful lives.
As of September 30, 2010, the Company expects these assets to be fully
recoverable.
13
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 2 Summary of significant accounting policies
(continued)
Goodwill
Goodwill represents the excess of the cost of an acquisition
over the fair value of the Companys share of the net identifiable assets of the
acquired subsidiary at the date of acquisition. Goodwill is tested annually for
impairment and carried at cost less accumulated impairment losses. Impairment
losses on goodwill are not reversed. Gains and losses on the disposal of an
entity include the carrying amount of goodwill relating to the entity sold.
Customer Deposits
Payments received before all of the relevant criteria for
revenue recognition are recorded as customer deposits.
Research and Development Costs
Research and development costs are composed of salary, material
used and other expense as incurred.
Materials used for the production of the Companys new products
that are awaiting SFDA approval to validate for production are recorded in
research and development expenses.
Retirement and Other Post Retirement Benefits
Contributions to retirement schemes (which are defined
contribution plans) are charged to the statement of operations as and when the
related employee service is provided.
Product Liability and Loss Contingencies
The Companys products are covered by two product liability
insurance policies of approximately $2,934,000 (RMB 20,000,000) each for
Shandong Taibang and Qianfeng. As of September 30, 2010 and December 31, 2009,
no claim on the insurance policy was filed. The Company accounts for its loss
contingencies and the associated legal costs arise from litigation when such
loss is material and expected to be incurred according to the FASB ASC
450-20-S99-2.
14
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 2 Summary of significant accounting policies
(continued)
Income Taxes
The Company reports income taxes pursuant to FASBs accounting
standard for income taxes. Under the asset and liability method of accounting
for income taxes as required by this accounting standard, deferred income tax
liabilities and assets are determined based on the temporary differences between
the financial statement and tax basis of assets and liabilities using tax rates
expected to be in effect during the years in which the basis differences
reverse. A valuation allowance is recorded when it is more likely than not that
some of the deferred tax assets will not be realized. FASBs accounting standard
for accounting for uncertainty in income taxes requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements or tax returns.
Income tax positions must meet a more-likely-than-not recognition threshold to
be recognized. A tax position is recognized as a benefit only if it is more
likely than not that the tax position would be sustained in a tax examination,
with a tax examination being presumed to occur. The amount recognized is the
largest amount of tax benefit that is greater than 50% likely of being realized
on examination. For tax positions not meeting the more likely than not test,
no tax benefit is recorded.
Deferred tax is accounted for using the balance sheet liability
method in respect of temporary differences arising from differences between the
carrying amount of assets and liabilities in the financial statements and the
corresponding tax basis used in the computation of assessable tax profit. In
principle, deferred tax liabilities are recognized for all taxable temporary
differences, and deferred tax assets are recognized to the extent that it is
probable that taxable profit will be available against which deductible
temporary differences can be utilized.
Deferred tax is calculated using tax rates that are expected to
apply to the period when the asset is realized or the liability is settled.
Deferred tax is charged or credited in the income statement, except when it is
related to items credited or charged directly to equity, in which case the
deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when they
related to income taxes levied by the same taxation authority and the Company
intends to settle its current tax assets and liabilities on a net basis.
Provision for income taxes consist of taxes currently due plus
deferred taxes. Penalties and interest incurred related to underpayment of
income tax are classified as income tax expense in the year incurred. No
significant penalties or interest relating to income taxes have been incurred
during the three and nine months ended September 30, 2010 and 2009. GAAP also
provides guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosures and transition.
Value Added Tax
Enterprises or individuals, who sell products, engage in repair
and maintenance or import and export goods in the PRC are subject to a VAT in
accordance with Chinese laws. The VAT rate applicable to the Company is 6% of
the gross sales price. Products distributed by Shandong Medical are subjected to
a 17% VAT. No credit is available for VAT paid on purchases of raw material, and
immaterial credit is applied for VAT paid on supplies purchased.
15
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 2 Summary of significant accounting policies
(continued)
Stock-based Compensation
The Company accounts and reports stock-based compensation
pursuant to FASBs accounting standard related to accounting for stock-based
compensation which defines a fair-value-based method of accounting for stock
based employee compensation and transactions in which an entity issues its
equity instruments to acquire goods and services from non-employees. Stock
compensation for stock granted to non-employees has been determined in
accordance with this standard as the fair value of the consideration received or
the fair value of equity instruments issued, whichever is more reliably
measured.
Noncontrolling
Interest
Effective January 1, 2009, the Company adopted FASBs
accounting standard regarding noncontrolling interest in consolidated financial
statements. Certain provisions of this statement are required to be adopted
retrospectively for all periods presented. Such provisions include a requirement
that the carrying value of noncontrolling interests (previously referred to as
minority interests) be removed from the mezzanine section of the balance sheet
and reclassified as equity.
Further, as a result of adoption this accounting standard, net
income attributable to noncontrolling interests is now excluded from the
determination of consolidated net income.
Recently Issued Accounting Pronouncements
In January 2010, FASB issued ASU No. 2010-01- Accounting for
Distributions to Shareholders with Components of Stock and Cash. The amendments
in this Update clarify that the stock portion of a distribution to shareholders
that allows them to elect to receive cash or stock with a potential limitation
on the total amount of cash that all shareholders can elect to receive in the
aggregate is considered a share issuance that is reflected in EPS prospectively
and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity
and Earnings Per Share). The amendments in this update are effective for interim
and annual periods ending on or after December 15, 2009, and should be applied
on a retrospective basis. The Company adopted this standard and the adoption of
this standard did not have a material effect on the Companys consolidated
financial statements.
In January 2010, FASB issued ASU No. 2010-02 Accounting and
Reporting for Decreases in Ownership of a Subsidiary a Scope Clarification.
The amendments in this Update affect accounting and reporting by an entity that
experiences a decrease in ownership in a subsidiary that is a business or
nonprofit activity. The amendments also affect accounting and reporting by an
entity that exchanges a group of assets that constitutes a business or nonprofit
activity for an equity interest in another entity. The amendments in this update
are effective beginning in the period that an entity adopts SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statements An Amendment
of ARB No. 51. If an entity has previously adopted SFAS No. 160 as of the date
the amendments in this update are included in the Accounting Standards
Codification, the amendments in this update are effective beginning in the first
interim or annual reporting period ending on or after December 15, 2009. The
amendments in this update should be applied retrospectively to the first period
that an entity adopted SFAS No. 160. The Company adopted this standard and the
adoption of this standard did not have material effect on the Companys
consolidated financial statements.
16
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 2 Summary of significant accounting policies
(continued)
Recently Issued Accounting Pronouncements (continued)
In January 2010, FASB issued ASU No. 2010-06 Improving
Disclosures about Fair Value Measurements. This update provides amendments to
Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out
of Levels 1 and 2. A reporting entity should disclose separately the amounts of
significant transfers in and out of Level 1 and Level 2 fair value measurements
and describe the reasons for the transfers. 2) Activity in Level 3 fair value
measurements. In the reconciliation for fair value measurements using
significant unobservable inputs (Level 3), a reporting entity should present
separately information about purchases, sales, issuances, and settlements (that
is, on a gross basis rather than as one net number).This update provides
amendments to Subtopic 820-10 that clarify existing disclosures as follows: 1)
Level of disaggregation. A reporting entity should provide fair value
measurement disclosures for each class of assets and liabilities. A class is
often a subset of assets or liabilities within a line item in the statement of
financial position. A reporting entity needs to use judgment in determining the
appropriate classes of assets and liabilities. 2) Disclosures about inputs and
valuation techniques. A reporting entity should provide disclosures about the
valuation techniques and inputs used to measure fair value for both recurring
and nonrecurring fair value measurements. Those disclosures are required for
fair value measurements that fall in either Level 2 or Level 3.The new
disclosures and clarifications of existing disclosures are effective for interim
and annual reporting periods beginning after December 15, 2009, except for the
disclosures about purchases, sales, issuances, and settlements in the roll
forward of activity in Level 3 fair value measurements. Those disclosures are
effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. The Company is currently evaluating the
impact of this ASU, however, the Company does not expect its adoption of this
ASU to have a material impact on the Companys consolidated financial
statements.
In February 2010, the FASB issued Accounting Standards Update
2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and
Disclosure Requirements, or ASU 2010-09. ASU 2010-09 primarily rescinds the
requirement that, for listed companies, financial statements clearly disclose
the date through which subsequent events have been evaluated. Subsequent events
must still be evaluated through the date of financial statement issuance;
however, the disclosure requirement has been removed to avoid conflicts with
other SEC guidelines. ASU 2010-09 was effective immediately upon issuance and
was adopted in February 2010. The adoption of ASU 2010-09 did not have a
material impact on our consolidated financial statements.
In April 2010, the FASB issued Accounting Standards Update
2010-13, CompensationStock Compensation (Topic 718): Effect of Denominating
the Exercise Price of a Share-Based Payment Award in the Currency of the Market
in Which the Underlying Equity Security Trades, or ASU 2010-13. This Update
provides amendments to Topic 718 to clarify that an employee share-based payment
award with an exercise price denominated in currency of a market in which a
substantial porting of the entitys equity securities trades should not be
considered to contain a condition that is not a market, performance, or service
condition. Therefore, an entity would not classify such an award as a liability
if it otherwise qualifies as equity. The amendments in this Update are effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2010. The Company does not expect the adoption of ASU 2010-17
to have a significant impact on its consolidated financial statements.
17
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 2 Summary of significant accounting policies
(continued)
Recently Issued Accounting Pronouncements (continued)
In April 2010, the FASB issued Accounting Standard Update
20-10-17, Revenue RecognitionMilestone Method (Topic 605): Milestone Method of
Revenue Recognition or ASU 2010-17. This Update provides guidance on the
recognition of revenue under the milestone method, which allows a vendor to
adopt an accounting policy to recognize all of the arrangement consideration
that is contingent on the achievement of a substantive milestone (milestone
consideration) in the period the milestone is achieved. The pronouncement is
effective on a prospective basis for milestones achieved in fiscal years and
interim periods within those years, beginning on or after June 15, 2010.
Adoption of ASU 2010-17 did not have a material impact on the Companys
consolidated financial statements.
In July 2010, the FASB issued Accounting Standards Update
2010-20 which amends Receivables (Topic 310). ASU 2010-20 is intended to
provide additional information to assist financial statement users in assessing
an entitys risk exposures and evaluating the adequacy of its allowance for
credit losses. The disclosures as of the end of a reporting period are effective
for interim and annual reporting periods ending on or after December 15, 2010.
The disclosures about activity that occurs during a reporting period are
effective for interim and annual reporting periods beginning on or after
December 15, 2010. The amendments in ASU 2010-20 encourage, but do not require,
comparative disclosures for earlier reporting periods that ended before initial
adoption. However, an entity should provide comparative disclosures for those
reporting periods ending after initial adoption. ASU 2010-20 will not have
a material impact on our consolidated financial statements.
In September 2010, FASB issued Accounting Standard Update
2010-25, Plan AccountingDefined Contribution Pension Plans (Topic 962):
Reporting Loans to Participants by Defined Contribution Pension Plans or ASU
2010-25. The ASU clarifies how loans to participants should be classified and
measured by defined contribution plans and how IFRS compare to these provisions.
The amendments in this update are effective for fiscal years ending after
December 15 2010. The Company does not expect the adoption of this ASU to have a
material impact on the Companys consolidated financial statements.
Reclassifications
Certain prior period amounts have been reclassified to conform
to the current period presentation. These reclassifications have no effect on
net income or cash flows.
With the anticipation of two new products, human coagulation
factor VIII and human prothrombin complex concentrate, in late 2010 or early
2011, the Company allocated a portion of the raw material costs as R&D expense
in the first two quarters of 2010 prior to the approval of the two products. The
same allocation method will be applied to the cost of those two products as soon
as they are approved for commercial production. However, due to the SFDAs delay
in approving the production licenses of these two products, the Company was not
able to utilize all the raw material and was directed by Health Department of
PRC to sell those raw materials to a third party fractionation company. As a
result, the Company reclassified $905,485 and $680,619 of the allocated R&D
expenses as Cost of Sales for the quarters ended June 30, 2010 and March 31,
2010, respectively, for the sales of the raw material.
18
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 3 Related party transactions
The material related party transactions undertaken by the
Company with related parties as of September 30, 2010 and December 31, 2009 are
presented as follows:
|
|
|
|
|
September 30, 2010
|
|
|
December 31, 2009
|
|
Assets
|
|
Purpose
|
|
|
(unaudited)
|
|
|
|
|
Accounts receivable related party
(1)
|
|
Processing fees
|
|
$
|
247,702
|
|
$
|
222,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2010
|
|
|
December 31, 2009
|
|
Liabilities
|
|
Purpose
|
|
|
(unaudited)
|
|
|
|
|
Short term loans holder of
noncontrolling interest
(2)
|
|
Loan
|
|
$
|
-
|
|
$
|
3,652,500
|
|
Accrued interest holder of noncontrolling interest
(2)
|
|
Interest payable
|
|
$
|
-
|
|
$
|
2,068,526
|
|
Other payable related parties
(3)
|
|
Loan
|
|
$
|
2,166,183
|
|
$
|
2,122,772
|
|
Other payable related parties
(4)
|
|
Contribution
|
|
|
983,877
|
|
|
964,168
|
|
Distribution payable to
noncontrolling interest
|
|
Distribution
|
|
|
599
|
|
|
587
|
|
Total other payable related
parties
|
|
|
|
$
|
3,150,659
|
|
$
|
3,087,527
|
|
(1)
Qianfeng provides processing services for
Guizhou Eakan, one of the Qianfengs noncontrolling shareholders. The Companys
total processing services income amounted to $32,922 and $115,123 for the three
months period ended September 30, 2010 and 2009, respectively. The Companys
total processing services income amounted to $395,581 and $508,529 for the nine
months period ended September 30, 2010 and 2009, respectively. Starting from
second quarter of 2010, Qianfeng changed the business model from processing
services to full manufacturing, which includes raw material procurement, and the
sale of finished goods to Guizhou Eakan, The Companys sales income amounted to
$123,492 and $325,373 for the three and nine-month period ended September 30,
2010. As of September 30, 2010 and December 31, 2009, accounts receivable due
from Guizhou Eakan amounted to $247,702 and $222,617, respectively. The
outstanding balance as of September 30, 2010 was paid in cash in October 2010.
(2)
On April 6, 2009, Logic Express entered into an
equity transfer and entrustment agreement, or Entrustment Agreement, among Logic
Express, Shandong Taibang, and the Shandong Institute of Biological Products, or
the Shandong Institute, the holder of the noncontrolling interests in Shandong
Taibang, pursuant to which, Logic Express agreed to permit Shandong Taibang and
the Shandong Institute to participate in the indirect purchase of Qianfeng's
equity interests. Under the terms of the Entrustment Agreement, Shandong
Institute agreed to contribute 12.86% or $3,652,500 (RMB 25,000,000) of the
Dalin purchase price. Logic express was obligated to repay to the Shandong
Institute their investment amount on or before April 6, 2010, along with their
pro rata share, based on their percentage of the Dalin purchase price
contributed, of any distribution on the indirect equity investment in Qianfeng
payable to Logic Express during 2009. On April 12, 2010, the Company fully paid
the Shandong Institute and Shandong Taibang on the respective investment
amounts, as well as the interest, in accordance with the Entrustment Agreement.
The interest paid to the Shandong Institute was the approximately $1,154,687
final interest settlement plus additional interest of $135,541 for the six days
from April 6, 2010 to April 12, 2010. As of September 30, 2010, the Company was
able to settle the interest liability with Shandong Institute for $915,191 less
than the Companys previous estimation and resulted in an other non-operating
income of $915,191.
19
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 3 Related party transactions (continued)
(3)
Qianfeng has payables to Guizhou Eakan Investing
Corp. in the amount of approximately $2,166,183 (RMB14,470,160). Guizhou Eakan
Investing Corp. is one of the shareholders of Guizhou Eakan, one of the
Qianfengs minority shareholders. The Company borrowed this non-interest bearing
amount for working capital purposes. The balance is due on demand in the form of
cash.
(4)
Qianfeng has payables to Guizhou Jiean, a
holder of noncontrolling interest, in amount of approximately $983,505 (RMB
6,569,840). In 2007, Qianfeng received additional contributions from Guizhou
Jiean in the amount of $962,853 to maintain Jiean ownership interest in the
Company at 9%. However, due to a legal dispute among Shareholders over raising
additional capital as discussed in the legal proceeding section under commitment
and contingent liabilities, the money may be returned to Jiean. During the
second quarter of 2010, Jiean requested that Qianfeng register its 1.8 million
shares of additional capital infusion with the local AIC, pursuant to the Equity
Purchase Agreement, and such registration was approved by the majority
shareholders of Qianfeng in a shareholders meeting held in the second quarter of
2010. However, the Board of Directors of the Company is withholding its required
ratification of the shareholders approval of Jieans request until the outcome
of the ongoing litigations. If the Company decided to ratify the approval,
Dalins ownership in Qianfeng will be diluted from 54% to 52.54% and Jiean may
be entitled to receive its pro rata share of Qianfengs profits from the prior
two
years.
Note 4 Accounts receivable
Trade accounts receivable consist of the following:
|
|
September 30, 2010
|
|
|
December 31, 2009
|
|
|
|
(unaudited)
|
|
|
|
|
Trade accounts receivable
|
$
|
7,612,568
|
|
$
|
3,022,031
|
|
Less: Allowance for doubtful accounts
|
|
(1,274,406
|
)
|
|
(1,254,955
|
)
|
Total
|
$
|
6,338,162
|
|
$
|
1,767,076
|
|
The activity in the allowance for doubtful accounts for trade
accounts receivable for the nine months ended September 30, 2010 and the year
ended December 31, 2009 is as follows:
|
|
September 30, 2010
|
|
|
December 31, 2009
|
|
|
|
(unaudited)
|
|
|
|
|
Beginning allowance for doubtful
accounts
|
$
|
1,254,955
|
|
$
|
1,268,052
|
|
Additional charged to bad debt
expense
|
|
2,892
|
|
|
18,737
|
|
Recovery of amount
previously reserved
|
|
(9,586
|
)
|
|
(31,826
|
)
|
Write-off charged against the
allowance
|
|
-
|
|
|
-
|
|
Foreign currency
translation adjustment
|
|
26,145
|
|
|
(8
|
)
|
Ending allowance for doubtful accounts
|
$
|
1,274,406
|
|
$
|
1,254,955
|
|
20
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 5 Inventories
Inventories consisted of the following:
|
|
September 30, 2010
|
|
|
December 31, 2009
|
|
|
|
(unaudited)
|
|
|
|
|
Raw materials
|
$
|
26,181,774
|
|
$
|
19,720,420
|
|
Work-in-process
|
|
12,439,302
|
|
|
8,407,319
|
|
Finished goods
|
|
8,616,358
|
|
|
7,524,318
|
|
Total
|
|
47,237,434
|
|
|
35,652,057
|
|
Less: Allowance for obsolete
inventories
|
|
(653,340
|
)
|
|
(519,333
|
)
|
Current inventories, net
|
$
|
46,584,094
|
|
$
|
35,132,724
|
|
With the implementation of the 90-day quarantine period rules,
the Company experienced a longer staging period before it was able to put raw
material plasma into production. As a result, as of September 30, 2010, the
Company estimated that approximately $600,000 in qualified raw material plasma
that may not be consumed within one year.
Note 6 Other receivables, prepayments and deferred expense
Other receivables represent deposits the Company paid to
suppliers or service providers, as well as receivables from employees amounting
to $2,678,276 and $2,186,441 as of September 30, 2010 and December 31, 2009,
respectively. In 2009, Shandong Taibang sponsored two separate housing projects
with local developers to assist 107 of its employees to purchase apartments to
be constructed. Developers required deposits of at least 80% of the total
purchase price before the commencement of the project. Employees are required to
deposit at least 30% and up to 80% of the total purchase prices and Shandong
Taibang advanced $1,512,583 in total, which represents the difference between
the required deposits by the developer and the actual deposits made by the
employees, on behalf of the employees to the developer. The advances to the
employees are expected to be re-paid within one year.
Prepayments and deferred expense represent partial payments for
deposits on material purchases, prepaid leases and prepayment for insurance
expenses and amounted to $1,679,041 and $1,299,125 as of September 30, 2010 and
December 31, 2009, respectively.
Long term prepayments represent partial payments or deposits on
plant and equipment and intangible assets purchases and amounted to $3,470,787
and $3,223,960 as of September 30, 2010 and December 31, 2009, respectively.
21
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 7 Plant and equipment, net
Plant and equipment consist of the following:
|
|
September 30, 2010
|
|
|
December 31, 2009
|
|
|
|
(unaudited)
|
|
|
|
|
Buildings and improvements
|
$
|
21,946,634
|
|
$
|
12,901,205
|
|
Machinery and equipment
|
|
24,951,368
|
|
|
23,428,848
|
|
Furniture, fixtures, office equipment
and vehicle
|
|
4,788,200
|
|
|
3,862,385
|
|
Total depreciable assets
|
|
51,686,202
|
|
|
40,192,438
|
|
Accumulated depreciation
|
|
(16,556,767
|
)
|
|
(13,953,793
|
)
|
Plant and equipment, net
|
|
35,129,435
|
|
|
26,238,645
|
|
Construction in progress
|
|
1,862,820
|
|
|
2,634,768
|
|
Total
|
$
|
36,992,255
|
|
$
|
28,873,413
|
|
Depreciation expense for the three months ended September 30,
2010 and 2009 amounted to $709,473 and $568,581, respectively. Depreciation
expense for the nine months ended September 30, 2010 and 2009 amounted to
$2,379,794 and $2,158,206, respectively. No interest was capitalized into
construction in progress in the nine months ended September 30, 2010 and 2009.
Note 8 Investment in unconsolidated affiliate
On October 10, 2008, Shandong Taibang entered into an Equity
Transfer Agreement (the "Huitian Agreement") with Mr. Fan Qingchun (the
"Transferor"), a PRC citizen holding 35% of the equity interest in Huitian, a
PRC limited liability company. Pursuant to the Huitian Agreement, the Transferor
agreed to sell to Shandong Taibang, and Shandong Taibang agreed to purchase from
the Transferor, a 35% equity interest in Huitian for an aggregate purchase price
of $6,502,901 (or RMB 44,327,890) including interest of $48,101 (RMB 327,890).
Logic Express also entered into an investment entrustment
agreement (the "Investment Agreement") with the minority shareholder in Shandong
Taibang, the Shandong Institute, pursuant to which Logic Express agreed to
provide the investment amount for the acquisition and the Shandong Institute
agree to entrust Shandong Taibang to acquire the 35% equity interest of Huitian
in its name. In exchange Logic Express was also obligated to pay Shandong
Taibang approximately $17,604 (or RMB120,000) per year as consideration for
Shandong Taibang's performance under this agreement. Under the Investment
Agreement, after the acquisition, Logic Express was put in charge of Huitian's
daily operation and management, bears the costs, expenses, liabilities and
losses incurred in its operation, and enjoys its profits. Shandong Taibang is
obligated to perform relevant tasks according to Logic Express's instruction,
and will not exercise any management right over Huitian or derive any financial
return from Huitian. Logic Express agreed to indemnify Shandong Taibang for any
loss in connection with the investment and pledged its equity interest in
Shandong Taibang as collateral against such losses.
22
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 8 Investment in unconsolidated affiliate (continued)
Summarized unaudited financial information of Huitian is as
follows:
|
|
September 30, 2010
|
|
|
December 31, 2009
|
|
Current assets
|
$
|
11,457,762
|
|
$
|
9,912,775
|
|
Non-current assets
|
|
10,333,376
|
|
|
10,195,357
|
|
Total assets
|
|
21,791,138
|
|
|
20,108,132
|
|
Current liabilities
|
|
3,441,011
|
|
|
4,031,033
|
|
Non-current liabilities
|
|
314,370
|
|
|
308,070
|
|
Shareholders' equity
|
|
18,035,757
|
|
|
15,769,029
|
|
Total liabilities and shareholders'
equity
|
$
|
21,791,138
|
|
$
|
20,108,132
|
|
The portion of the difference between the cost of an investment
and the amount of underlying equity in net assets of Huitian that is recognized
as goodwill will not be amortized, but instead will continue to be reviewed for
impairment in accordance with FASBs accounting standard.
Summarized unaudited financial information of Huitian is as
follows:
|
|
Three months ended September 30,
|
|
|
Nine months ended September 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
$
|
2,914,968
|
|
$
|
1,350,117
|
|
$
|
8,069,064
|
|
$
|
4,321,473
|
|
Gross profit
|
|
1,851,221
|
|
|
733,556
|
|
|
4,632,819
|
|
|
1,782,297
|
|
Income before taxes
|
|
1,112,675
|
|
|
138,973
|
|
|
2,297,694
|
|
|
74,174
|
|
Net income (loss)
|
|
922,900
|
|
|
88,716
|
|
|
1,910,485
|
|
|
(54,550
|
)
|
Companys share of net income (loss)
|
$
|
323,015
|
|
$
|
31,051
|
|
$
|
668,670
|
|
$
|
(19,092
|
)
|
The rollforward of investment in Huitian in the balance sheet
is shown below:
|
|
Huitian - 35%
|
|
|
|
Ownership
|
|
December 31, 2008
|
$
|
-
|
|
Investment made
|
|
6,533,977
|
|
Net income from the year ended
December, 2009
|
|
566,984
|
|
Dividend declared
|
|
(473,952
|
)
|
Foreign currency translation gain
|
|
346
|
|
December 31, 2009
|
|
6,627,355
|
|
Net income from the nine months ended
September 30, 2010
|
|
668,670
|
|
Dividend declared
|
|
-
|
|
Foreign currency translation gain
|
|
147,347
|
|
September 30, 2010 (unaudited)
|
$
|
7,443,372
|
|
23
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 9 Intangible assets, net
Intangible assets consisted of the following:
|
|
September 30, 2010
|
|
|
December 31, 2009
|
|
|
|
(unaudited)
|
|
|
|
|
Land use rights
|
$
|
4,728,712
|
|
$
|
4,163,140
|
|
Permits and licenses
|
|
11,315,584
|
|
|
11,261,611
|
|
Blood donor network
|
|
2,395
|
|
|
2,347
|
|
Software
|
|
210,082
|
|
|
145,897
|
|
GMP certificate
|
|
2,327,885
|
|
|
2,327,885
|
|
Long-term customer-relationship
|
|
6,941,170
|
|
|
6,941,170
|
|
Totals
|
|
25,525,828
|
|
|
24,842,050
|
|
Accumulated amortization
|
|
(6,327,094
|
)
|
|
(3,661,728
|
)
|
Intangible assets, net
|
$
|
19,198,734
|
|
$
|
21,180,322
|
|
Total amortization expense for the three months ended September
30, 2010 and 2009 amounted to $873,978 and $950,021 respectively. Amortization
expense for the nine months ended September 30, 2010 and 2009 amounted to
$2,614,637 and $2,654,269, respectively.
The amortization expense related to purchased and other
intangible assets due to the consolidation of Dalin is $800,258 and $793,278 for
the three months ended September 30, 2010 and 2009, respectively. The
amortization expense related to purchased and other intangible assets due to the
consolidation of Dalin is $2,387,463 and $$2,379,185 for the nine months ended
September 30, 2010 and 2009, respectively.
Amortization expense for intangible assets for the next five
years is as follows:
|
|
Year 1
|
|
|
Year 2
|
|
|
Year 3
|
|
|
Year 4
|
|
|
Year 5
|
|
|
Thereafter
|
|
Amortization expense
|
$
|
3,376,808
|
|
$
|
3,370,238
|
|
$
|
1,601,438
|
|
$
|
1,503,433
|
|
$
|
1,181,031
|
|
$
|
8,165,786
|
|
Note 10 Debt
Short term loans and current maturities of long term loan
Short term loans represent renewable loans due to various banks
which are normally due within one year.
The Companys bank loans consisted of the following:
|
|
|
|
|
|
|
|
September
|
|
|
|
|
|
|
|
|
|
Annual
|
|
|
30, 2010
|
|
|
December 31,
|
|
Loans
|
|
Due by
|
|
|
interest rates
|
|
|
(Unaudited)
|
|
|
2009
|
|
Short term loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
Short term bank loan, secured
(1)
|
|
June 1, 2010
|
|
|
5.40%
|
|
$
|
-
|
|
$
|
1,467,000
|
|
Short term bank loan,
un-secured
|
|
January 28, 2011
|
|
|
5.31%
|
|
|
2,994,000
|
|
|
2,934,000
|
|
Short term loan, un-secured
|
|
On demand
|
|
|
0.00%
|
|
|
74,850
|
|
|
73,350
|
|
Short term bank loan, secured
(2)
|
|
March 21, 2011
|
|
|
5.84%
|
|
|
2,994,000
|
|
|
-
|
|
Total
|
|
|
|
|
|
|
$
|
6,062,850
|
|
$
|
4,474,350
|
|
24
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 10 Debt (continued)
Interest expense related to the bank loans totaling $80,727 and
$849,304 were incurred during the three months ended September 30, 2010 and
2009, respectively. Interest expense totaling $242,411 and $2,414,118 was
incurred during the nine months ended September 30, 2010 and 2009, respectively.
(1)
The loan in the amount of $1,467,000 as of
December 31, 2009 is secured by Shandong Taibangs land use rights and buildings
located in Taian, Shandong Province, PRC with the carrying net value as
follows:
|
|
December 31, 2009
|
|
Buildings in Taian, Shandong
|
$
|
1,238,010
|
|
Land use rights in Taian, Shandong
|
|
433,793
|
|
Total
|
$
|
1,671,803
|
|
(2)
The loan in the amount of $2,994,000 is secured
by Qianfengs buildings located in Guiyang, Guizhou Province, PRC, with carrying
net values of RMB 28,933,927 as of September 30, 2010.
Other payables and accruals
Other payables and accruals consist of the following:
|
|
September 30, 2010
|
|
|
December 31, 2009
|
|
|
|
(unaudited)
|
|
|
|
|
Other payables
(1)
|
$
|
9,106,923
|
|
$
|
7,465,640
|
|
Accruals for promotion costs and others
(2)
|
|
5,238,231
|
|
|
5,281,843
|
|
Accruals for salaries and welfare
|
|
1,139,104
|
|
|
2,341,874
|
|
Accruals for RTO expenses
|
|
-
|
|
|
245,657
|
|
Accruals for selling commission and
promotion fee
|
|
2,364,314
|
|
|
691,858
|
|
Other Payable - government grant
|
|
97,021
|
|
|
143,488
|
|
Other payable - deposit received
|
|
311,251
|
|
|
160,683
|
|
Other payable - funds
(3)
|
|
4,069,202
|
|
|
2,383,501
|
|
Accrued interest
|
|
142,500
|
|
|
81,264
|
|
Others
(4)
|
|
163,459
|
|
|
451,006
|
|
Total
|
$
|
22,632,005
|
|
$
|
19,246,814
|
|
(1)
|
The other payables mainly comprise of deposits by
potential strategic investors with the amount of $7,628,712 (or RMB
50,960,000). As of September 30, 2010, Qianfeng has received in an
aggregate amount of $7,628,712 from potential private strategic investors
in connection with subscribing shares from Qianfeng pursuant to Equity
Purchase Agreement. The registration of the new investors as Qianfengs
shareholders and the related increase in registered capital of Qianfeng
with the Administration for Industry and Commerce (AIC) is incomplete
due to shareholders dispute as disclosed in the legal proceedings section
below (Note 14). Additional interest of $1.48 million was accrued for the
year from 2007 to current quarter based on average market interest rate
around 5.9%.
|
25
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 10 Debt (continued)
Other payables and accruals (continued)
(2)
|
Accruals for promotions and others mainly represent the
payables for donors promoting expenses, payables to employees, payables to
vendors or subcontractors for construction in plasma stations in Qianfeng,
and payable to Henan Xintai for an out of court settlement as described
under the legal proceedings heading below.
|
|
|
(3)
|
Other payable-funds represents bonus accrual for all
employees based on the policy approved by the Board, as well as the best
estimated from the management.
|
|
|
(4)
|
Others mainly comprise of the contingent liability due to
the pending outcome of the preceding of Qianfengs Guarantee to a third
party as disclosed in below legal proceedings section below, Qianfeng
provisioned a loss contingency reserve during its third quarter of 2010
for approximately $163,459 (RMB 1,091,913) to cover its share of the
enforcement of the judgment for Shanghai Dahua Medical Equipment Company.
|
Other payable - land use rights
In July 2003, Shandong Taibang obtained certain land use rights
from the Taian municipal government. Shandong Taibang is required to make
payments totaling approximately $20,369 (RMB 138,848) per year to the local
state-owned entity, for the 50-year life of the rights or until the Shandong
Institute completes its privatization process. The Company recorded land use
rights equal to other payable land use rights totaling $ 329,086 and
$323,687 as of September 30, 2010 and December 31, 2009, respectively,
determined using present value of annual payments over 50 years.
Note 11 Convertible Notes
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(unaudited)
|
|
|
|
|
$9,554,140, 3.8% Senior Secured
Convertible Notes, due June 5, 2011
|
$
|
9,554,140
|
|
$
|
9,554,140
|
|
Less: converted
|
|
(2,054,140
|
)
|
|
(1,000,000
|
)
|
Total convertible notes outstanding
|
|
7,500,000
|
|
|
8,554,140
|
|
Less: unamortized discount
|
|
(6,639,846
|
)
|
|
(8,464,380
|
)
|
Notes payables, net
|
$
|
860,154
|
|
$
|
89,760
|
|
On June 5, 2009, the Company entered into a securities purchase
agreement (the Purchase Agreement) with certain accredited investors
(collectively, the Investors), pursuant to which the Company agreed to issue
to the Investors, 3.8% Senior Secured Convertible Notes in the aggregate
principal amount of $9,554,140 (the Notes) and warrants (the Warrants and
together with the Notes, the Subscribed Securities) to purchase up to
1,194,268 shares of common stock of the Company (the Warrant Shares and
together with the Conversion Shares, the Underlying Securities). The
transaction closed on June 10, 2009. Other than with respect to this
transaction, none of the Investors have had a material relationship with the
Company or any of the Companys officers, directors or affiliates or any
associate of any such officer or director.
26
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 11 Convertible Notes (continued)
The Notes accrue interest at 3.8% per annum (the Interest
Rate), from the closing until repayment, whether on maturity on June 5, 2011,
by acceleration or otherwise. Interest on the Notes is due and payable in cash
semi-annually on September 30 and March 31 of each year, commencing September
30, 2009, but the Company has the option to pay the interest due through the
issuance of its common stock at a conversion price of $4.00 per share. If the
Company defaults in the payment of the principal of or interest on the Notes
when due, then upon the Investors election, the Company is obligated to either
(a) redeem all or a portion of the Notes pursuant to the redemption rights
discussed below or (b) pay interest on such defaulted amount at a rate equal to
the Interest Rate plus 2.0%. The Notes are convertible at any time before
maturity into shares of the Companys common stock at a conversion price of
$4.00 per share, subject to certain adjustments as specified in the Notes.
The Companys obligations under the Notes are secured by a
pledge by Siu Ling Chan, the Companys board chair and a principal shareholder,
of 3,000,000 shares of common stock held by her, pursuant to the terms of a
Guarantee and Pledge Agreement among the Company, the investors and Ms. Chan. To
induce Ms. Chan to enter into the Guarantee and Pledge Agreement with the
Investors, the Company agreed to indemnify her for all damages, liabilities,
losses and expenses of any kind (losses), which may be sustained or suffered
by her, arising out of or in connection with any enforcement action instituted
by the Investors pursuant to the Guarantee and Pledge Agreement. The Companys
indemnification obligation is limited to losses that arise as the result of any
negligent or unlawful conduct of the Company that is caused unilaterally by the
Company and is beyond Ms. Chans control in her capacity as a director of the
Company, and will not exceed the fair market value of the pledged shares as of
the closing of the transaction.
The Warrants have a term of 3 years, an exercise price of $4.80
per share, subject to adjustments as provided in the Warrants, from time to time
pursuant to anti-dilution and other customary provisions, and are exercisable by
the Investors at any time after the date on which their related Notes are
converted, except that if any of the Notes is converted in part, the Investors
may only exercise a corresponding portion of the related Warrant.
The Company has granted the Investors demand and piggy-back
registration rights with respect to the Underlying Securities, pursuant to a
registration rights agreement among the Company and the Investors.
The Company paid its placement agent a cash fee of 6.1% of the
proceeds received in connection with the issuance of the Notes and also issued
to the placement agent a 3-year warrant to purchase 93,750 shares of the
Companys common stock at an exercise price of $6.00 per share, expiring after 3
years. The aggregate $870,417 fees paid to the placement agent, including the
fair value of the warrant issued to them was deferred and is being amortized
over the life of the Notes.
Because the Notes and Warrants are denominated in U.S. Dollars
but the Company's functional currency is the Chinese Renminbi, in accordance
with ASC 815-40-15-7I, the Warrants and the conversion option embedded in the
Notes are not indexed only to the Company's common stock and therefore they do
not meet the requirements of ASC 815-10-15-74. As a result, the embedded
conversion option and the Warrants are accounted for as derivative instrument
liabilities, at fair value.
27
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 11 Convertible Notes (continued)
On December 22, 2009, two of the Companys Note holders
exercised their rights to convert $1,000,000 of their Notes into an aggregate of
250,000 shares of the Companys common stock. On January 13, 2010, two Note
holders continued to exercise their rights to convert $1,054,140 of their
remaining Notes into an aggregate of 263,535 shares of the Companys common
stock. The fair value market of conversion options of $2,627,557, carrying value
of $14,428, accrued interest of $8,550 and deferred fees of $134,479 were
included in additional paid-in-capital upon conversion of the convertible notes.
As a result, Notes in the principal amount of $7,500,000 is outstanding as of
September 30, 2010.
Interest is being recognized on the carrying value of the Notes
at an effective annual interest rate of approximately 365%. Interest expense is
expected to be approximately $2,120,105 and $5,713,032 for the years ended
December 31, 2010 and 2011, respectively.
Note 12 - Earnings (loss) per share
Basic earnings/(loss) per share is computed by dividing net
income by the weighted average number of common shares outstanding during the
period. Diluted earnings/(loss) per share is calculated by dividing net income
by the weighted average number of common shares outstanding and dilutive
potential common shares outstanding during the period.
Earnings (loss) per share is as follows for the three months
ended September 30,
Basic earnings per share
|
|
2010
|
|
|
2009
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Net income attributable to controlling
interest for basic earnings per share
|
$
|
13,674,891
|
|
$
|
(6,193,569
|
)
|
|
|
|
|
|
|
|
Weighted average shares used in basic
computation
|
|
23,513,533
|
|
|
21,632,793
|
|
Earnings per share - Basic
|
$
|
0.58
|
|
$
|
(0.29
|
)
|
Diluted earnings per share
|
|
2010
|
|
|
2009
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Net income attributable to controlling
interest for basic earnings per share
|
$
|
13,674,891
|
|
$
|
(6,193,569
|
)
|
Add: interest of convertible notes
|
|
543,814
|
|
|
-
|
|
Net income attributable to controlling
interest for diluted earnings per share
|
$
|
14,218,705
|
|
$
|
(6,193,569
|
)
|
|
|
|
|
|
|
|
Weighted average shares used in basic
computation
|
|
23,513,533
|
|
|
21,632,793
|
|
Diluted effect of convertible debentures, warrants and
options
|
|
3,064,938
|
|
|
-
|
|
Weighted average shares used in
diluted computation
|
|
26,578,471
|
|
|
21,632,793
|
|
|
|
|
|
|
|
|
Earnings per share - Diluted
|
$
|
0.53
|
|
$
|
(0.29
|
)
|
28
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 12 - Earnings (loss) per share (continued)
For the three months ended September 30, 2010, 1,021,000 shares
of stock option were excluded from the calculation because of their
anti-dilutive nature. All other warrants, stock options and conversion options
were included in the calculation of diluted earnings per share because of their
dilutive nature.
For the three months ended September 30, 2009, all of the
warrants, stock options and conversion options were excluded in the calculation
of diluted earnings per share because of their anti-dilutive nature.
Earnings (loss) per share is as follows for the nine months
ended September 30,
Basic earnings per share
|
|
2010
|
|
|
2009
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Net income attributable to controlling
interest for basic earnings per share
|
$
|
37,158,074
|
|
$
|
5,035,494
|
|
|
|
|
|
|
|
|
Weighted average shares used in basic
computation
|
|
23,471,084
|
|
|
21,504,002
|
|
Earnings per share - Basic
|
$
|
1.58
|
|
$
|
0.23
|
|
Diluted earnings per share
|
|
2010
|
|
|
2009
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Net income attributable to controlling
interest for basic earnings per share
|
$
|
37,158,074
|
|
$
|
5,035,494
|
|
Add: interest of convertible notes
|
|
1,000,125
|
|
|
-
|
|
Net income attributable to controlling
interest for diluted earnings per share
|
$
|
38,158,199
|
|
$
|
5,035,494
|
|
|
|
|
|
|
|
|
Weighted average shares used in basic
computation
|
|
23,471,084
|
|
|
21,504,002
|
|
Diluted effect of convertible debentures, warrants and
options
|
|
3,104,717
|
|
|
263,084
|
|
Weighted average shares used in
diluted computation
|
|
26,575,801
|
|
|
21,767,086
|
|
|
|
|
|
|
|
|
Earnings per share - Diluted
|
$
|
1.44
|
|
$
|
0.23
|
|
For the nine months ended September 30, 2010, 1,021,000 shares
of stock option were excluded from the calculation because of anti-diluted
nature. All other warrants, stock options and conversion options were included
in the calculation of diluted earnings per share because of their dilutive
nature.
For the nine months ended September 30, 2009, the average stock
price was greater than the exercise prices of the 1,284,000 warrants which
resulted in additional weighted average common stock equivalents of 263,084.
However, 4,644,053 warrants, stock options and conversion options were excluded
in the calculation of diluted earnings per share because of their anti-dilutive
nature.
29
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 13 Taxes
Income taxes
Commencing January 1, 2008, all of the Companys Chinese
subsidiaries, except plasma companies, became subject to 25% income tax rate
according to the newly issued Income Tax Laws of PRC. According to PRCs central
government policy, certain new technology or high technology companies will
enjoy preferential tax treatment of 15%, instead of 25%.
On February 12, 2009, Shandong Taibang received the new
technology or high technology certification from the Shandong provincial
government. This certification allows Shandong Taibang to receive the 15%
preferential income tax rate, for a period of three years starting from January
1, 2008.
Qianfeng is currently enjoying the preferential income tax rate
of 15% also under the 10-year Western Development Tax Concession, which started
in January 2001 and ends in December 2010. The PRC tax authority is studying the
possibility of extending the concession, especially for industries that
encouraged by the PRC government, such the biopharmaceutical industry. In the
event that PRC tax authorities discontinue the concession, Qianfeng will also
apply for the new or high technology preferential tax treatment of 15%.
All of the Companys plasma companies are qualified as small
scale taxpayers and are subject to a tax rate of 6% in 2010.
Commencing January 1, 2008, all dividends paid to foreign
parents are subject to a 10% income tax. As a result, Logic Express recorded $
1,835,583 and $374,073 income tax expense during the nine months ended September
30, 2010 and 2009, respectively, for dividends Shandong Taibang distributed to
its foreign parent, Logic Express.
The following table reconciles the U.S. statutory rates to the
Companys effective tax rate for the three and nine months ended September 30,
2010 and 2009:
|
|
For the three months ended
|
|
|
For the nine months ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
U.S. Statutory rates
|
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
Foreign Income
|
|
(34.0
|
)
|
|
(34.0
|
)
|
|
(34.0
|
)
|
|
(34.0
|
)
|
China Tax rates
|
|
25.0
|
|
|
25.0
|
|
|
25.0
|
|
|
25.0
|
|
China income tax exemption
|
|
(10.0
|
)
|
|
(10.0
|
)
|
|
(10.0
|
)
|
|
(10.0
|
)
|
Temporary differences (China)
(1)
|
|
(0.7
|
)
|
|
-
|
|
|
(0.3
|
)
|
|
-
|
|
Other items
(2)
|
|
1.4
|
|
|
(15.0
|
)
|
|
3.5
|
|
|
17.4
|
|
Effective income tax rates
|
|
15.7
|
%
|
|
0.0
|
%
|
|
18.2
|
%
|
|
32.4
|
%
|
(1)
The 0.7% represents the effect of realization of
temporary difference of $165,825 for the three months ended September 30, 2010.
The 0.3% represents the effect of realization of temporary difference of
$231,962 for the nine months ended September 30, 2010.
30
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 13 Taxes (continued)
Income taxes (continued)
(2)
The other items represent $1.6 million of
expense incurred by CBP, Logic Express and Logic Holding that are not deductible
in the PRC, offset by $3.8 million in gains (not taxable) from fair value
changes of derivative liabilities for the three months ended September 30, 2010.
The 15.0% represents the $13.2 million derivative mark-to-market expense and the
$1.7 million in expenses incurred by CBP, Logic Express and Logic Holding that
are not deductible in the PRC for the three months ended September 30, 2009,
which caused a loss of $245,964 before provision for income taxes and
noncontrolling interest. Therefore, we have incurred a zero effective tax rate
for the three months ended September 30, 2009 due to a loss before provision for
income tax.
The other items represent $1.8 million of income tax expense
for dividends that Shandong Taibang distributed to Logic Express, its foreign
parent and $5.9 million of expense incurred by CBP, Logic Express and Logic
Holding that are not deductible in PRC offset by $9.9 million gains (not
taxable) from fair value changes of derivative liabilities for the nine months
ended September 30, 2010. The 17.4% represents the $14.9 million derivative
mark-to-market expense and the $5.0 million in expenses incurred by CBP, Logic
Express and Logic Holding that are not deductible in the PRC for the nine months
ended September 30, 2009.
The estimated tax savings due to the tax exemption for the
three months ending September 30, 2010 and 2009 amounted to $1,452,382 and
$1,514,862, respectively. The net effect on earnings per share if the income tax
had been applied would decrease basic earnings per share for the three months
ended September 30, 2010 and 2009 by $0.06 and $0.07, respectively. The net
effect on earnings per share if the income tax had been applied would decrease
diluted earnings per share for the three months ended September 30, 2010 and
2009 by $0.05 and $0.07, respectively. The estimated tax savings due to the tax
exemption for the nine months ending September 30, 2010 and 2009 amounted to
$5,722,159 and $4,506,389, respectively. The net effect on earnings per share if
the income tax had been applied would decrease basic earnings per share for the
nine months ended September 30, 2010 and 2009 by $0.24 and $0.21, respectively.
The net effect on earnings per share if the income tax had been applied would
decrease diluted earnings per share for the nine months ended September 30, 2010
and 2009 by $0.22 and $0.21, respectively.
The provision for income taxes consists of the following for
the unaudited three months and nine months ended September 30, 2010 and 2009:
|
|
Three months ended,
|
|
|
Nine months ended,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Foreign (China)
|
|
3,665,383
|
|
|
2,535,023
|
|
|
12,014,467
|
|
|
7,547,318
|
|
|
|
3,665,383
|
|
|
2,535,023
|
|
|
12,014,467
|
|
|
7,547,318
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Foreign (China)
|
|
(165,825
|
)
|
|
-
|
|
|
(231,962
|
)
|
|
-
|
|
|
|
(165,825
|
)
|
|
-
|
|
|
(231,962
|
)
|
|
-
|
|
Provision for income taxes
|
$
|
3,499,558
|
|
$
|
2,535,023
|
|
$
|
11,782,505
|
|
$
|
7,547,318
|
|
31
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 13 Taxes (continued)
Deferred taxes
In assessing the realizability of deferred tax assets, the
Company considers whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The ultimate realization of
deferred tax assets is dependent upon the future operation during the periods in
which those temporary differences are utilized. Based upon an assessment of the
historical operations and factors, the Company believes that it will be able to
realize the deferred tax assets.
The Companys deferred taxes reflect the tax effect of
temporary differences recorded as assets for financial reporting purposes and
the comparable amounts recorded for income tax purpose. The deferred tax assets
are measured using the enacted tax rates and law. Significant components of the
deferred tax assets as of September 30, 2010 and December 31, 2009 are as
follows:
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(unaudited)
|
|
|
|
|
Current
|
|
|
|
|
|
|
Accrued salary and
bonus expenses
|
$
|
567,979
|
|
$
|
512,586
|
|
Accrued selling and marketing expenses
|
|
354,467
|
|
|
108,112
|
|
Accrued interest and
penalty payable to Qianfeng strategic investors
|
|
221,731
|
|
|
172,145
|
|
Accrued cost of raw material
|
|
141,376
|
|
|
260,928
|
|
Total deferred tax
assets in Chinese entities
|
|
1,285,733
|
|
|
1,053,771
|
|
U.S.
loss carry forwards
|
|
317,969
|
|
|
477,944
|
|
Total current deferred
tax assets
|
|
1,603,702
|
|
|
1,531,715
|
|
|
|
|
|
|
|
|
Non-Current
|
|
|
|
|
|
|
U.S.
loss carry forwards
|
|
1,496,885
|
|
|
1,018,941
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
3,100,587
|
|
|
2,550,656
|
|
Valuation allowance
|
|
(1,814,854
|
)
|
|
(1,496,885
|
)
|
Net deferred tax assets
|
$
|
1,285,733
|
|
$
|
1,053,771
|
|
CBP was incorporated in the United States and has incurred net
operating losses for income tax purposes for the period ended September 30,
2010. The estimated net operating loss carry forwards for United States income
taxes amounted to $5,337,807 and $4,402,604 as of September 30, 2010 and
December 31, 2009, respectively, which may be available to reduce future years
taxable income. These carry forwards will expire, if not utilized, from 2026
through 2029. Management believes that the realization of the benefits from
these losses appears uncertain due to the Companys limited operating history
and continuing losses for United States income tax purposes. Accordingly, the
Company has provided a 100% valuation allowance on the deferred tax asset
benefit from CBP to reduce the asset to zero. Management reviews this valuation
allowance periodically and makes adjustments as warranted. The following table
represents the rollforward of the deferred tax valuation allowance:
32
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 13 Taxes (continued)
Deferred taxes (continued)
|
|
For the nine months ended
|
|
|
For the year ended
|
|
|
|
September 30, 2010
|
|
|
December 31, 2009
|
|
|
|
(unaudited)
|
|
|
|
|
Balance of January 1,
|
$
|
1,496,885
|
|
$
|
1,018,941
|
|
Increase
|
|
317,969
|
|
|
477,944
|
|
Deferred tax valuation allowance
|
$
|
1,814,854
|
|
$
|
1,496,885
|
|
The Company has cumulative undistributed earnings of foreign
subsidiaries of approximately $81 million as of September 30, 2010, which is
included in consolidated retained earnings and will continue to be indefinitely
reinvested in international operations. Accordingly, no provision has been made
for U.S. deferred taxes related to future repatriation of these earnings, nor is
it practicable to estimate the amount of income taxes that would have to be
provided if we concluded that such earnings will be remitted in the future.
Value added tax
VAT on sales amounted to $2,584,299 and $1,981,600 for the
three months ended September 30, 2010 and 2009, respectively. VAT on sales
amounted to $7,523,153 and $5,834,961 for the nine months ended September 30,
2010 and 2009, respectively. Sales are recorded net of VAT collected and paid as
the Company acts as an agent for the government. VAT taxes are not impacted by
the income tax holiday.
Taxes payable consisted of the following:
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(unaudited)
|
|
|
|
|
VAT tax payable
|
$
|
1,101,737
|
|
$
|
1,110,216
|
|
Income tax payable
|
|
6,042,728
|
|
|
7,479,279
|
|
Other miscellaneous tax payable
|
|
270,760
|
|
|
184,584
|
|
|
$
|
7,415,225
|
|
$
|
8,774,079
|
|
Note 14 Commitments and contingent liabilities
Capital and lease commitments
The Companys 82.76% owned subsidiary, He Ze Plasma Company,
entered into a lease agreement on January 13, 2005, with the Yun Cheng Lan Tian
Transportation Company in Yun Cheng County, Shandong Province, to lease land use
rights for a period of 10 years. The annual lease amount is approximately $1,751
(RMB 12,000) with no early termination penalty. The Company has the right of
first refusal to renew the lease after the ten year lease term.
The Companys 82.76% owned subsidiary, Qi He Plasma Company,
entered into a lease agreement on April 26, 2007, with the Zhang Bo Shi Village
in Qi He County, Shandong Province, to lease land use rights for a period of 50
years. The annual lease amount is approximately $4,566 (RMB 31,144) with no
early termination penalty.
33
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 14 Commitments and contingent liabilities (continued)
Capital and lease commitments (continued)
The Companys 82.76% owned subsidiary, Zhang Qiu Plasma
Company, leased land use right and the use of building and equipment for a
period of 10 year from January 1, 2007 with annual lease payment of $43,977
(RMB300,000). The lease was terminated in March 2008. The Company entered into a
lease agreement on April 1, 2008, with the Zhang Qiu Red Cross Blood Center, to
lease land use rights and the use building and equipment for a period of 10
years. The annual lease payment is approximately $1,466 (RMB 10,000) with no
early termination penalty.
The Companys 48.6% indirectly owned subsidiary, Qianfeng,
entered into a lease agreement on June 1, 2006 with a group of individuals in an
area located next to its production facility, to lease and use the space for
processing industrial waste for 10 years. The annual lease amount is
approximately $1,530 (RMB 10,438).
On January 28, 2010, the Companys wholly owned subsidiary,
Logic Management and Consulting (China) Co., Ltd, entered into a thirty-six (36)
months lease agreement with Beijing Jialong Real Estate Company, commencing
March 2010, for an office space for its Beijing office. The annual lease payment
is approximately $190,187 (RMB 1,291,152).
The Company recognizes lease expense on a straight line basis
over the term of the lease in accordance to FASBs accounting standard related
to leases. Total contractual commitments for construction in progress and
operating lease commitments outstanding as of September 30, 2010 (unaudited):
|
|
9/30/2011
|
|
|
9/30/2012
|
|
|
9/30/2013
|
|
|
9/30/2014
|
|
|
9/30/2015
|
|
|
Thereafter
|
|
Property and equipment, not yet
received
|
$
|
181,984
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Operating Lease
|
|
273,295
|
|
|
289,682
|
|
|
247,714
|
|
|
54,428
|
|
|
53,596
|
|
|
216,985
|
|
Total
|
$
|
455,279
|
|
$
|
289,682
|
|
$
|
247,714
|
|
$
|
54,428
|
|
$
|
53,596
|
|
$
|
216,985
|
|
For the three months ended September 30, 2010 and 2009, total
rent expense amounted to $147,508 and $44,395, respectively. For the nine months
ended September 30, 2010 and 2009, total rent expense amounted to $205,679 and
$102,721, respectively.
Legal proceedings
Bobai County Collection Station
In January 2007, the Company's PRC subsidiary, Shandong Taibang,
advanced $413,697 (RMB3.0 million) to Feng Lin, the 20% minority shareholder in
Fang Cheng Plasma Company, the Company's majority owned subsidiary, for the
purpose of establishing or acquiring a plasma collection station. Mr. Lin and
Shandong Taibang intended to establish the Bobai Kangan Plasma Collection Co.,
Ltd. (Bobai) in Bobai County, Guangxi and on January 18, 2007, Shandong
Taibang signed a letter of intent to acquire the assets of the Bobai Plasma
Collection Station, which was co-owned by Mr. Lin and Mr. Keliang Huang.
However, in January 2007, Hua Lan Biological Engineering Co., Ltd. (Hua Lan)
filed suit in the District Court of Hong Qi District, Xin Xiang City, Henan
Province, alleging that Feng Lin, Keliang Huang and Shandong Taibang established
and/or sought to operate the Bobai Plasma Collection Station using a permit for
collecting and supplying human plasma in Bobai County, that was originally
granted to Hua Lan by the government of the Guangxi region, without Hua Lan's
permission. The establishment and registration of Bobai was never realized as a
result of this law suit. On January 29, 2007, on Hua Lan's motion, the District
Court entered an order to freeze funds in the amount of approximately $386,100
(RMB3,000,000) held by the defendants in the case, including approximately
$65,750 (RMB500,000) in funds held in Shandong Taibang's bank account in Tai'an
City. A hearing was held on June 25, 2007 and judgment was entered against the
defendants along with a $226,780 (RMB1,700,000) joint financial judgment. The
Company appealed the District Court judgment to the Xinxiang City Intermediate
Court. In November 2007, the Intermediate Court affirmed the judgment against
the three defendants and increased the amount of the joint financial judgment to
approximately $405,954 (RMB3,000,000).
34
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 14 Commitments and contingent liabilities (continued)
Legal proceedings (continued)
In January 2008, Hua Lan enforced the judgment granted by the
Intermediate Court to freeze the Company's bank accounts. Shandong Taibang has
filed a separate action against Hua Lan before the Tai'an City District Court to
seek recovery of any losses in connection with Hua Lan's claim and to request
that the Tai'an City District Court preserve Hua Lan's property or freeze up to
approximately $411,300 (RMB 3 million) of Hua Lan's assets to secure the return
of such funds to the Company. The intermediate court in Tai'an City accepted the
application on February 14, 2008 but the matter is still pending. Pending the
outcome of the proceedings, Shandong Taibang increased its loss contingency
reserve during its fourth quarter of 2007 from approximately $75,593
(RMB566,667) to $133,400 (RMB1,000,000) to cover its share of the enforcement of
this judgment. During the fourth quarter of 2008, full amount of the judgment,
including Feng Lin and Keliang Huang's portions of the judgment and the related
fees, approximately $456,222 (RMB 3,109,900) has been withdrawn from Shandong
Taibang's account. The Company recorded Feng Lin and Keliang Huang's portion of
the judgment, approximately $304,143 (RMB2,073,234), as receivable as a result
of the withdrawal. As of December 31, 2008, the Company determined that it is
unlikely that the Company will be able to recover such receivable from those two
individuals and wrote off the receivable as bad debt expense. In January 2010,
Feng Lin transferred his 20% equity in Fang Cheng Plasma Company as a repayment
to such receivable. As a result, the Company is now the 100% owner of the Fang
Cheng Plasma Company.
In October 2009, Shandong Taibang appealed to the High Court of
Henan Province requesting the court to reverse judgments from the Hong Qi
District Court based on Shandong Taibang's belief that Hua Lans involvement in
Bobai was in violation of PRC Blood Products Regulations as Hua Lan did not
invest, as Shandong Taibang did, in Bobai as required by the Regulation. The
Company was awaiting the judgment of the Henan High Court as of the date of this
report. In light of the foregoing, it is unlikely that the Company's planned
acquisition of the assets of Bobai will go forward.
Dispute among Qianfeng Shareholders over Raising
Additional Capital
On May 28, 2007, a 91% majority of Qianfeng's shareholders
approved a plan to raise additional capital from private strategic investors
through the issuance of an additional 20,000,000 shares of Qianfeng equity
interests at RMB 2.80 per share. The plan required all existing Qianfeng
shareholders to waive their rights of first refusal to subscribe for the
additional shares. The remaining 9% minority holder of Qianfeng's shares, the
Guizhou Jie'an Company, or Jie'an, did not support the plan and did not agree to
waive its right of first refusal. On May 29, 2007, the majority shareholders
caused Qianfeng to sign an Equity Purchase Agreement with certain investors,
pursuant to which the investors agreed to invest an aggregate of RMB 50,960,000
(approximately $7,475,832) in exchange for 18,200,000 shares, or 21.4%, of
Qianfeng's equity interests. At the same time, Jie'an also subscribed for
1,800,000 shares, representing its 9% pro rata share of the 20,000,000 shares
being offered. The proceeds from all parties were received by Qianfeng in
accordance with the agreement.
35
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 14 Commitments and contingent liabilities (continued)
Legal proceedings (continued)
In June 2007, Jie'an brought suit in the High Court of Guizhou
province, China, against Qianfeng and the three other original Qianfeng
shareholders, alleging the illegality of the Equity Purchase Agreement. In its
complaint, Jie'an alleged that it had a right to acquire the shares waived by
the original Qianfeng shareholders and offered to the investors in connection
with the Equity Purchase Agreement. On September 12, 2008, the Guizhou High
Court ruled against Jie'an and sustained the Equity Purchase Agreement, but on
November 2008, Jie'an appealed the Guizhou High Court judgment to the People's
Supreme Court in Beijing. On May 13, 2009, the People's Supreme Court sustained
the original ruling and denied the rights of first refusal of Jie'an over the
additional shares waived by the original Qianfeng's shareholders. The
registration of the new investors as Qianfeng's shareholders and the related
increase in registered capital of Qianfeng with the Administration for Industry
and Commerce are still pending. On January 27, 2010, the strategic investors
brought suit in the High Court of Guizhou Province against Qianfeng alleging
Qianfengs failure to register their equity interest in Qianfeng with the local
AIC and requesting the distribution of their share of Qianfengs dividends.
Dalin was also joined as a co-defendant as it is the majority shareholder and
exercises control over Qianfengs day-to-day operations. The Company does not
expect the strategic investors to prevail because, upon evaluation of the Equity
Purchase Agreement, the Company believes that the Equity Purchase Agreement is
void due to certain invalid pre-conditions and the absence of shareholder
authorization of the initial investment. In the event that Qianfeng is required
to return their original investment amount to the strategic investors, as of
September 30, 2010, Qianfeng has set aside the strategic investors fund along with
RMB 9.35 million (approximately $1.4 million) in accrued interests, and RMB 519,600
(approximately $74,712) for the 1% penalty imposed by the agreement for any
breach. If strategic investors prevail in their suit, Dalin's interests in
Qianfeng may be reduced to approximately 41.3%. The High Court of Guizhou heard
the case on April 8, 2010 and encouraged, and accepted by both parties, to
settle the dispute outside the court but both parties failed to reach a mutual
agreeable term.
On October 14, 2010, the High Court of Guizhou ruled in favor
of the Company and denied the strategic investors right as shareholders of
Qianfeng, as well as their entitlement to the dividends. On October 26, 2010,
the strategic investors appealed to the PRC Superior Court in Beijing on the
ruling and the Company is waiting to hear whether the Court will accept the
appeal.
During the second quarter of 2010, Jiean requested that
Qianfeng register its 1.8 million shares of additional capital infusion with the
local AIC, pursuant to the Equity Purchase Agreement, and such request was
approved by the majority shareholders of Qianfeng in a shareholders meeting held
in the second quarter of 2010. However, the Board of Directors of the Company is
withholding its required ratification of the shareholders approval of Jieans
request until the outcome of the ongoing litigations. If the Company decides to
ratify the approval, Dalins ownership in Qianfeng will be diluted from 54% to
52.54% and Jiean may be entitled to receive its pro rata share of Qianfengs
profits from the prior two years.
36
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 14 Commitments and contingent liabilities (continued)
Legal proceedings (continued)
Administration Interference
Qianfeng is party to an administrative proceeding against the
government of the Qiandongnan Autonomous Region, or the Qiandongnan Authorities,
in Guizhou Province, China, in connection with the ownership of three of
Qianfeng's entitled eight plasma stations in Guizhou Province. Qianfeng was
authorized to acquire a total of eight plasma stations in Guizhou Province based
on several national and provincial administrative authorizations issued by the
PRC State Council and the Guizhou Ministry of Health between 2006 and 2007, but
to date, the governmental authorizations have not been fully implemented by the
Qiandongnan Authorities. In early 2007, Qianfeng submitted RMB 8,010,000
(approximately $1,173,465) to the local finance department of Sansui County,
Qiandongnan, for acquiring the Sansui Plasma Collection Station (Sansui), but
the local finance department refused to honor the purchase and returned the full
consideration to Qianfeng. Furthermore, subsequent local rulings published by
the Qiandongnan Authorities February 28, 2008 appear to authorize another
private company to acquire the Sansui and two other stations, the Zhengyuan
Plasma Collection Station and the Shibing Plasma Collection Station. In December
2008 Qianfeng filed an administrative review application with the People's
Government of Guizhou Province, or the Guizhou Provincial Government, but the
Guizhou Provincial Government has delayed making a final decision pending
further review of regulations regarding administrative authorizations. Qianfeng
has received verbal notification from staff in the Guizhou Provincial Government
that the Qiandongnan Authorities have withdrawn the local rulings. As a result,
Qianfeng has withdrawn its application with the Guizhou Provincial Government to
facilitate further negotiation with Qiandongnan Authorities on its right to
acquire all eight plasma stations in Guizhou Province. In addition, Qianfeng has
set aside the funds necessary to purchase Sansui pending the outcome of the
administrative review. There have been no further developments on this case as
of the date of this report.
Qianfeng's Guarantee to a Third Party
In 2007, as a condition to purchase Huang Ping Plasma Station,
Qianfeng entered into an agreement with Guizhou Zhongxin Investment Company, or
Zhongxin, in which Qianfeng agreed to repay Zhongxin's debt out of Qianfeng's
payables to Zhongxin arising from plasma purchased from Zhongxin. In the same
agreement, Qianfeng also delivered a guarantee to the Huang Ping County
Hospital,, the former co-owner of the Huang Ping Plasma Station, that it would
pay RMB3,074,342 (approximately, $451,006) in debt that Zhongxin owed to the
hospital. On June 1, 2009, Huang Ping Hospital brought suit, in the Huang Ping
County People's Court of Guizhou Province, against Zhongxin for non-payment of
its payables and debt due to Huang Ping Hospital and against Qianfeng as the
guarantor. On November 2, 2009, the court ruled in favor of the plaintiff and
Qianfeng as the guarantor became obligated to repay the Zhongxins debt to the
Huang Ping Hospital on behalf of Zhongxin. In October 2009, Qianfeng appealed to
the Middle Court of Kaili District in Guizhou Province which sustained the
original judgment on April 8, 2010. . Under the Equity Transfer Agreement
pursuant to which we acquired a 90% interest in Dalin, Qianfeng's majority
shareholder, provides that the sellers will be responsible, based on their pro
rata equity interest in Qianfeng, for damages incurred by Qianfeng from
Zhongxin's debt and that they will repay Dalin their pro rata share of payments
made by Qianfeng to creditors in connection with Zhongxin's debt within 10 days
after payment by Qianfeng. The RMB 3,074,342 contingent liability and
proportionate share of the liability to be recovered from the sellers were
properly reflected in the financials as of December 31, 2009. On September 30,
2010, Qianfeng brought suit against Zhongxin in the Middle Court of Guiyang City, to recover the full judgment
amount of RMB 3,074,342 plus court fee of RMB 32,340 that Qianfeng has already
paid on behalf of Zhongxin.
37
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 14 Commitments and contingent liabilities (continued)
Legal proceedings (continued)
On September 13, 2010, Zhongxin countersued the Company for a
consideration of RMB 500,000 (approximately $74,850) for the alleged loss of its
share of income from the Huang Ping Plasma Station since the Company acquired
the station in April 2007. The Company believes Zhongxins claim is unwarranted
since the Company acquired the station from its rightful owner, the Treasury
Department of Huangpin County, Guizhou Province.
Qianfeng, Huang Ping Plasma Station Business Contract
On January 4, 2009, a supplier to the Huang Ping Plasma
Stations predecessor, Shanghai Dahua Medical Equipment Company, sued the
station and the Company in the Peoples Court of Huang Ping County, Guizhou for
the repayment of an unpaid payable of RMB 885,650, and accrued interest of RMB
191,539, owed by the predecessor of the station. The Court accepted the case and
ruled on June 20, 2010 in favor of the plaintiff and required the Company to
assume the liabilities resulting connection with the Companys acquisition of
the station. The Company has accrued the judgment amount and is in the process
of appealing to the court.
Shandong Taibang Equity Interests
Mr. Zu Ying Du was one of the original equity holders in the
Companys operating subsidiary, Shandong Taibang. Pursuant to a joint venture
agreement, among the original equity holders, Mr. Du was obligated to make a
capital contribution of RMB 20 million (or approximately $2.6 million) for a 25%
interest in Shandong Taibang. Mr. Du made this contribution using funds borrowed
from the Beijing Chen Da Technology Investment Company, or Beijing Chen Da. Mr.
Du failed to repay Beijing Chen Da for his loan of the capital contribution
amount. Mr. Du disputes that the money was due and owing. A Beijing court found
that Beijing Chen Da had given money to Mr. Du but found that the loan agreement
failed to comply with Chinese law. A notice was issued on July 5, 2004 by the
Shenzhen Public Security Bureau Economic Crime Investigation Unit requesting a
stay of the Beijing action pending their investigation into money laundering
relating to the 20 million RMB loan to Zu Ying Du.
Subsequently, Beijing Chen Da entered into an equity transfer
agreement with Mr. Du, pursuant to which Mr. Du's 25% equity interest in
Shandong Taibang was transferred to Beijing Chen Da as repayment of the RMB 20
million debt. This agreement was signed by Mr. Du's brother who held a power of
attorney from Mr. Du. Mr. Du disputes the legitimacy of this transfer and has
argued that his brother, Du Hai Shan, exceeded the scope of the power of
attorney. Mr. Du sued his brother in the court of Jianli County, Hubei province,
relating to the propriety of the brother's actions under the power of attorney.
Initially the county court found in its judgment that the act had exceeded the
scope of the power of attorney. Subsequently the Intermediate Court of Jingzhou
City, Hubei province, ruled on December 10, 2008 to suspend the judgment based
on the grounds that the original court lacked jurisdiction to hear the case. The
case is slated to be reviewed again by the Hubei Jingzhou Intermediate Court.
Missile Engineering, another original equity holder wholly
controlled by Mr. Du, was obligated to contribute RMB 32.8 million (or $4.2
million) for a 41% interest in Shandong Taibang by means of cash, equipment and
patent technology. It was obligated to obtain new drug certificate and
production license of its patent technology from the government within a
stipulated period in order to be recognized as a valid capital contribution, or
in the alternative, make a cash payment. The patent technology was valued as RMB
26.4 million (or approximately $3.4 million). However, Missile Engineering
failed to obtain the new drug certificate and production license within the
stipulated period. Mr. Du also disputes whether the period for obtaining the
certificate and license had expired. Pursuant to a stockholders resolution on
September 26, 2004, Missile Engineering agreed to sell its 41% interest in
Shandong Taibang to Up-Wing and Up-Wing agreed to take up the obligation of
Missile Engineering to pay the RMB 26.4 million in cash. Missile Engineering
disputes this transaction and sued the brother of Mr. Du in the court of Jianli
County, Hubei province, relating to the propriety of the brother's actions under
the power of attorney. Initially the county court found in its judgment that the
act had exceeded the scope of the power of attorney. Subsequently the
Intermediate Court of Jingzhou City, Hubei province, ruled on December 10, 2008
to suspend the judgment based on the grounds that the original court lacked
jurisdiction to hear the case. The case is slated to be reviewed again by the
Hubei Jingzhou Intermediate Court.
38
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 14 Commitments and contingent liabilities (continued)
Legal proceedings (continued)
In June 10, 2005, Beijing Chen Da also sold its equity interest
in Shandong Taibang to Up-Wing Investments Limited, or Up-Wing, pursuant to a
share transfer agreement, which became effective on September 2, 2005, upon
approval by the Shandong Provincial Department of Foreign Trade and Economic
Cooperation, or the Shandong COFTEC. In March 2006, Up-Wing sold its equity
interests in Shandong Taibang to Logic Express, the Companys subsidiary.
In 2006, Missile Engineering applied for arbitration before the
China International Economic and Trade Arbitration Commission, or CIETAC, to
challenge the effectiveness of the transfer to Up-Wing Investments Limited, of
the equity interests in Shandong Taibang formerly owned by Missile Engineering.
The equity transfer had been approved by the Shandong Provincial Department of
Foreign Trade and Economic Cooperation, or the Shandong COFTEC. Missile
Engineering later voluntarily withdrew this application and instead applied for
administrative reconsideration of the equity transfer, but this application was
rejected by the Ministry of Commerce in 2007. Missile Engineering applied with
the District Court of Lixia District, Jinan City, Shandong province requesting
revocation of Shandong COFTEC's approval of the equity transfer to Up-wing by
Missile Engineering. Missile Engineering later voluntarily withdrew the action.
In April 2007, Logic Express initiated an arbitration proceeding before the
Shandong Tai'an Arbitration Committee, to establish that Logic Express is the
lawful shareholder of Shandong Taibang. The parties to that proceeding were
Logic Express Ltd. and Shandong Taibang Biological Products Co., Ltd. The
Arbitration Committee's decision on September 6, 2007 confirmed that Logic
Express had legitimate ownership as a result of the transfer of Shandong Taibang.
Up-Wing started an action in the Intermediate Court of Tai'an City, Shandong
province requesting the court to establish that Up-Wing is the lawful
shareholder of Shandong Taibang. The Intermediate Court of Tai'an City, Shandong
province on December 20, 2007 rejected the application on the basis that the
same matter had been tried by the arbitration panel.
Up-Wing filed a defamation case in the District Court of
Hi-technology and Industry Development District, Tai'an City, Shandong province
claiming defamation against Mr. Du and the 21
st
Century Economic
Report Newspaper. Judgment in favor of Up-Wing was rendered on July 22, 2008
ordering the newspaper and Mr. Du to publish an apology to Up-Wing.
Mr. Du and Missile Engineering subsequently filed two actions
in the Intermediate Court of Wuhan City, Hubei province, against Du Hai Shan,
his brother, Beijing Chen Da and Logic Express, requesting that the court
restore the equity interests originally held by the plaintiffs, 25% equity
interest held by Mr. Du and 41% equity interest held by Missile Engineering and
the court issued a preliminary order attaching 66% of the equity of Shandong
Taibang pending the outcome of the case. On September 25, 2009, the Higher
People's Court of Hubei overruled the Wuhan Intermediate Court's acceptance of
jurisdiction over the case and ruled that the Tai'an Intermediate Court in
Shandong Province, where the Company is located, had the proper jurisdiction
over the parties' dispute. The court ruled that while the plaintiffs had the
right to bring a lawsuit for the validity of the share transfer agreement
because they did not attend the previous arbitration hearing and never reached
an arbitration agreement regarding their dispute, the Tai'an Intermediate Court
has the proper jurisdiction over the dispute pursuant to the prior agreement of
the parties. As a result, the attached 66% of the equity of Shandong Taibang was
released. On November 16, 2009, the Wuhan Intermediate Court permitted Mr. Du
and Missile Engineering to withdraw their suits against Logic Express and the
other defendants.
39
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 14 Commitments and contingent liabilities (continued)
Legal proceedings (continued)
On September 30, 2010, the Company received a notice advising
the Company that the PRC Supreme Court has accepted an appeal for judicial
review of the Hubei High Court ruling dismissing the case. On November 2, 2010,
the Company submitted its counter-argument and related materials to the PRC
Supreme Court and is awaiting the court's ruling. Failure to resolve this
dispute in the Company's favor may adversely affect the Company's business and operations.
Dispute over Raw Plasma Supply Agreement with Xintai
On March 10, 2009, Henan Xintai Medicine Company (previously
known as Henan Zhongtai Medicine, Xintai) brought suit against Shandong
Taibang and its two wholly-owned plasma collecting subsidiaries in Shandong for
breach of a raw plasma supply agreement. The suit was subsequently withdrawn by
Xintai on May 31, 2009. The agreement, signed by Shandong Taibang and Xintai on
October 10, 2006, requires the two subsidiaries to provide to Xintai 45 metric
tons of raw plasma per year from 2007 to 2009. The subsidiaries provided more
than 34 metric tons of plasma to Xintai during 2007. However, the Company ceased
its delivery of plasma to Xintai in late 2007 to avoid contravention of new PRC
regulation. Clause 43 of an October 31, 2007, PRC State Department Regulation on
Plasma Collection Stations, prohibits plasma collecting stations from providing
raw plasma to any manufacturer other than their direct parent (the
Regulation). On March 12, 2009, Shandong Taibang filed a suit in the Shandong
Tai'an Middle Court against Xintai seeking damages of RMB50,000 (approximately,
$7,335) for the plasma already supplied to Xintai during 2007. On June 29, 2009,
Xintai re-filed its suit in the Shandong Tai'an Middle Court against Shandong
Taibang and the two subsidiaries seeking compensation of RMB6,000,000
(approximately, $880,200) for alleged breach of contract and demanding that
Shandong Taibang and the subsidiaries continue to honor the agreement. On
October 20, 2009, the Tai'an Middle Court combined and heard the two suits and
ruled on January 20, 2010 in favor of Shandong Taibang on all accounts.
On February 17, 2010, Xintai appealed to the High Court of
Shandong Province and on August 10, 2010, the High Court remanded the suit to
the Taian Middle Court for retrial on grounds of insufficient evidence.
40
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 14 Commitments and contingent liabilities (continued)
Legal proceedings (continued)
On November 8, 2010, the Company and Xintai reached an out of
court settlement whereby Shandong Taibang agreed to pay Xintai RMB 4,000,000
(approximately $598,800), payable on or before November 22, 2010, and RMB 43,950
(approximately $6,430) in court costs. The Company has included the costs of its
settlement agreement with Xintai under legal expenses as of September 30, 2010.
Note 15 Warrants and options
Warrants
On June 5, 2009, the Company entered into a securities purchase
agreement with certain accredited investors pursuant to which the Company issued
3.8% Senior Secured Convertible Notes in the aggregate principal amount of
$9,554,140 and Warrants to purchase up to 1,194,268 shares of common stock of
the Company. The Warrants have a term of 3 years, an exercise price of $4.80 per
share, as adjusted from time to time pursuant to anti-dilution and other
customary provisions, and are exercisable by the Investors at any time after the
date on which their related Notes are converted, except that if any of the Notes
is converted in part, the Investors may only exercise a corresponding portion of
the related Warrant. The Company also issued to the placement agents 93,750
Warrants to purchase common stock at an exercise price of $6.00 per share,
expiring after 3 years. During the first quarter of 2010, 143,575 shares of the
Investors Warrants and all of the placement agents Warrants were converted into
the Companys common stock and the related derivative liabilities amounted to
$2,436,907 were transferred to additional paid-in capital accordingly.
These common stock purchase warrants were not issued with the
intent of effectively hedging any future cash flow, fair value of any asset,
liability or any net investment in a foreign operation. The warrants do not
qualify for hedge accounting, and as such, all future changes in the fair value
of these warrants will be recognized currently in earnings until such time as
the warrants are exercised or expire.
The summary of warrant activity is as follows:
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
Warrants
|
|
|
Average
|
|
|
Remaining
|
|
|
|
Outstanding
|
|
|
Exercise Price
|
|
|
Contractual Life
|
|
December 31, 2008
|
|
1,284,000
|
|
$
|
2.84
|
|
|
2.55
|
|
Granted
|
|
1,288,018
|
|
|
4.89
|
|
|
2.70
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
(1,215,500
|
)
|
|
2.84
|
|
|
1.81
|
|
September 30, 2009 (unaudited)
|
|
1,356,518
|
|
$
|
4.78
|
|
|
2. 67
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
(68,500
|
)
|
|
2.84
|
|
|
1.57
|
|
December 31, 2009
|
|
1,288,018
|
|
$
|
4.89
|
|
|
2.44
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
(237,325
|
)
|
|
5.27
|
|
|
1.69
|
|
September 30, 2010 (unaudited)
|
|
1,050,693
|
|
$
|
4.80
|
|
|
1.70
|
|
41
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 15 Warrants and options (continued)
Options
On May 9, 2008, the Company adopted the 2008 Equity Incentive
Plan, which provides up to 5,000,000 shares of Companys Common Stock to be made
available to employees and directors at various prices as established by the
Board of Directors of the Company. On January 7, 2010, the Board of Directors
granted to one of the employees, options to purchase 50,000 shares of the
Companys common stock under the 2008 plan, with an exercise price of $12.60,
immediate vesting and an expiration date of January 7, 2020 , in accordance with
his employment agreement with the company. On February 4, 2010, the board of
directors granted to a newly appointed director options to purchase 20,000
shares of the Companys common stock, with an exercise price of $10.66, 10,000
shares of which vested on August 4, 2010 and the remaining 10,000 shares will be
vested on February 4, 2011.
On July 11, 2010, the Companys Board of Directors authorized
the grant to Mr. Sean Shao, Dr. Tong Jun Lin, Dr. Xiangmin Cui and Mr. Chaoming
Zhao, of options to purchase 40,000 shares each of the Companys common stock,
and to Mr. Y. Tristan Kuo of options to purchase 35,000 shares of the Companys
common stocks, and to Mr. Tung Lam, the Chief Executive Officer of Shandong
Taibang and certain other employees of the Company of options to purchase
776,000 shares of the Company's common stocks, all pursuant to the 2008 Equity
Incentive Plan. These options will be exercisable at $12.26, the fair market
price as of the grant date, and will be vested in 12 equal quarters with an
initial vesting date of October 11, 2010. As of September 30, 2010, there were
2,961,500 shares available under the plan.
The fair value of each option granted on May 9, 2008, July 24,
2008, January 7, 2010, February 4, 2010 and July 11, 2010 are estimated on the date of grant
using the Black-Scholes option pricing model with the following assumptions:
Granted on
|
|
May 9,
|
|
|
July 24,
|
|
|
January 7,
|
|
|
February 4,
|
|
|
July 11,
|
|
|
|
2008
|
|
|
2008
|
|
|
2010
|
|
|
2010
|
|
|
2010
|
|
Expected dividend yield
|
|
0%
|
|
|
0%
|
|
|
0%
|
|
|
0%
|
|
|
0%
|
|
Risk-free interest rate
|
|
3.56%
|
|
|
3.56%
|
|
|
2.62%
|
|
|
2.29%
|
|
|
1.85%
|
|
Expected life (in years)
|
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
Weighted average expected volatility
|
|
59.4%
|
|
|
81.2%
|
|
|
130.0%
|
|
|
130.0%
|
|
|
135.0%
|
|
The volatility of the Companys common stock was estimated by
management based on the historical volatility of the Companys common stock, the
risk free interest rate was based on Treasury Constant Maturity Rates published
by the U.S. Federal Reserve for periods applicable to the estimated life of the
options, and the expected dividend yield was based on the Companys current and
expected dividend policy. The value of the options was based on the Companys
common stock price on the date the options were granted. Because the Company
does not have a history of employee stock options, the Company utilized the
simplified method to estimate the life of the options which is the same as
assuming that the options are exercised at the mid-point between the vesting
date and expiration date. For the three months ended September 30, 2010 and
2009, the Company expensed $63,812 and $7,314 in compensation expense. For the
nine months ended September 30, 2010 and 2009, the Company expensed $681,653 and
$62,281 in compensation expense. As of September 30, 2010, approximately
$10,459,146 of estimated expense with respect to non-vested stock-based awards
has yet to be recognized and will be recognized as an expense over the
employee's remaining weighted average service period of approximately 3.0 years.
The options are accounted for as equity under FASBs accounting standard related
to derivative instruments and hedging activities. The options activity is as
follows:
42
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 15 Warrants and options (continued)
Options (continued)
|
|
Options
|
|
|
Options
|
|
|
Weighted
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
Outstanding
|
|
|
Exercisable
|
|
|
Average
|
|
|
Remaining
|
|
|
Intrinsic
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
Price
|
|
|
Life
|
|
|
|
|
December 31, 2008
|
|
997,500
|
|
|
937,500
|
|
$
|
4.00
|
|
|
9.43
|
|
$
|
-
|
|
Granted
|
|
-
|
|
|
60,000
|
|
|
4.00
|
|
|
9.06
|
|
|
-
|
|
Forfeited
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Exercised
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
September 30, 2009 (unaudited)
|
|
997,500
|
|
|
997,500
|
|
$
|
4.00
|
|
|
8.68
|
|
$
|
-
|
|
Granted
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Forfeited
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Exercised
|
|
(87,500
|
)
|
|
(87,500
|
)
|
|
4.00
|
|
|
8.42
|
|
|
-
|
|
December 31, 2009
|
|
910,000
|
|
|
910,000
|
|
$
|
4.00
|
|
|
8.43
|
|
$
|
7,352,800
|
|
Granted
|
|
1,041,000
|
|
|
60,000
|
|
|
12.25
|
|
|
9.79
|
|
|
-
|
|
Forfeited
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Exercised
|
|
(20,000
|
)
|
|
(20,000
|
)
|
|
4.00
|
|
|
7.67
|
|
|
-
|
|
September 30, 2010 (unaudited)
|
|
1,931,000
|
|
|
950,000
|
|
$
|
8.45
|
|
|
8.79
|
|
$
|
1,363,070
|
|
Note 16 Change in fair value of derivative liabilities
Loss (gain) on change in fair value of derivative liabilities
for the nine months ended September 30, 2010 comprised as following:
|
|
Fair value at
|
|
|
Fair value
|
|
|
Fair value
|
|
|
|
|
|
Change in
|
|
|
|
January 1,
|
|
|
at dates of
|
|
|
at date of
|
|
|
Fair value at
|
|
|
fair value at
|
|
|
|
2010 or
|
|
|
warrants
|
|
|
notes
|
|
|
September
|
|
|
September
|
|
Change in fair value of derivative liabilities of:
|
|
issuance date
|
|
|
exercised
|
|
|
conversion
|
|
|
30, 2010
|
|
|
30, 2010
|
|
Conversion option of convertible notes
( note 11)
|
$
|
19,960,145
|
|
$
|
-
|
|
$
|
2,627,557
|
|
$
|
11,255,816
|
|
$
|
(6,076,772
|
)
|
Warrants attached to convertible notes (note 15)
|
|
11,804,253
|
|
|
1,078,788
|
|
|
-
|
|
|
7,133,071
|
|
|
(3,592,394
|
)
|
Warrants issued to placement agent
(note 15)
|
|
897,010
|
|
|
668,977
|
|
|
-
|
|
|
-
|
|
|
(228,033
|
)
|
Total
|
$
|
32,661,408
|
|
$
|
1,747,765
|
|
$
|
2,627,557
|
|
$
|
18,388,887
|
|
$
|
(9,897,199
|
)
|
Note 17 Interest expense (income), net
Interest expense (income), net for the three months ended
September 30, 2010 and 2009 comprised as following:
Interest expense (income), net
|
|
2010
|
|
|
2009
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Interest expense bank and other loans
|
$
|
80,727
|
|
$
|
713,364
|
|
Interest expense due to strategic investors
|
|
102,255
|
|
|
-
|
|
Interest expense convertible notes
|
|
543,814
|
|
|
135,940
|
|
Interest expense other
|
|
8,221
|
|
|
-
|
|
Interest income
|
|
(223,730
|
)
|
|
(124,533
|
)
|
Total
|
$
|
511,287
|
|
$
|
724,771
|
|
43
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 17 Interest expense (income), net (continued)
Interest expense (income), net for the nine months ended
September 30, 2010 and 2009 comprised as following:
Interest expense (income), net
|
|
2010
|
|
|
2009
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Interest expense bank and other loans
|
$
|
242,411
|
|
$
|
2,257,000
|
|
Interest expense due to strategic investors
|
|
301,776
|
|
|
-
|
|
Interest expense convertible notes
|
|
1,000,125
|
|
|
157,118
|
|
Interest expense other
|
|
143,763
|
|
|
-
|
|
Interest income
|
|
(556,730
|
)
|
|
(434,580
|
)
|
Total
|
$
|
1,131,345
|
|
$
|
1,979,538
|
|
Note 18 Statutory reserves
In accordance with the Law of the PRC on Joint Ventures Using
Chinese and Foreign Investment and the Companys Articles of Association,
appropriations from net profit should be made to the Reserve Fund and the
Enterprise Expansion Fund, after offsetting accumulated losses from prior years,
and before profit distributions to the investors. The percentages to be
appropriated to the Reserve Fund and the Enterprise Expansion Fund are
determined by the Board of Directors of the Company.
Reserve fund
10% of the net income determined in accordance with PRC
accounting rules and regulations are transferred to a statutory surplus reserve
fund until such reserve balance reaches 50% of the Companys registered capital.
As of September 30, 2010, approximately $26.3 million was reserved. Although
Shandong Taibang and Qianfeng have met 50% of its registered capital, the board
of directors decided to continue to make such reserve. For other subsidiaries in
PRC, as of September 30, 2010, $4.7millions funds still need to be reserved. The
transfer to this reserve must be made before distribution of any dividend to
shareholders. The surplus reserve fund is non-distributable other than during
liquidation and can be used to fund previous years losses, if any, and may be
utilized for business expansion or converted into share capital by issuing new
shares to existing stockholders in proportion to their shareholding or by
increasing the par value of the shares currently held by them, provided that the
remaining reserve balance after such issue is not less than 25% of the
registered capital.
Enterprise expansion fund
The enterprise fund may be used to acquire plant and equipment
or to increase the working capital to expend on production and operation of the
business. The Companys policy is to transfer 5% of Shandong Taibangs net
income to this fund determined in accordance with the Companys policy.
Note 19 Retirement benefit plans
Regulations in the PRC require the Company to contribute to a
defined contribution retirement plan for the benefit of all permanent employees.
All permanent employees are entitled to an annual pension equal to their basic
salaries at retirement. The PRC government is responsible for the benefit
liability to these retired employees. The Company is required to make
contributions to the state retirement plan at 20% of the monthly base salaries
of the current employees. For the three months ended September 30, 2010 and
2009, the Company made pension contributions in the amount of $147,718 and
$145,089, respectively. For the nine months ended September 30, 2010 and 2009,
the Company made pension contributions in the amount of $357,075 and $487,459,
respectively.
44
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 20 - Noncontrolling interest and distribution
The roll forward of noncontrolling interest in the balance
sheet is shown below (other comprehensive income-translation gain was allocated
to the noncontrolling interest):
|
|
Fang Cheng
|
|
|
Shandong
|
|
|
Guizhou
|
|
|
Guiyang
|
|
|
|
|
|
|
|
|
|
Plasma Co.
|
|
|
Taibang
|
|
|
Renyuan
|
|
|
Qianfeng
|
|
|
Guiyang
|
|
|
|
|
|
|
Minority
|
|
|
Minority
|
|
|
Minority
|
|
|
Minority
|
|
|
Dalin
|
|
|
Total
|
|
|
|
Owner
|
|
|
Owner
|
|
|
Owners
|
|
|
Owners
|
|
|
Minority
|
|
|
Noncontrolling
|
|
|
|
(20%)
|
|
|
(17.24%)
|
|
|
(75%)
|
|
|
(46%)
|
|
|
Owner (10%)
|
|
|
interest
|
|
December 31, 2008
|
$
|
-
|
|
$
|
4,805,381
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
4,805,381
|
|
Dalin acquisition
|
|
-
|
|
|
-
|
|
|
2,444,203
|
|
|
17,317,241
|
|
|
1,763,615
|
|
|
21,525,059
|
|
Net income(loss)
|
|
(12,670
|
)
|
|
5,321,062
|
|
|
(111,753
|
)
|
|
9,884,220
|
|
|
1,267,631
|
|
|
16,348,490
|
|
Foreign currency translation gain/(loss)
|
|
-
|
|
|
(187
|
)
|
|
115,238
|
|
|
330,316
|
|
|
10,256
|
|
|
455,623
|
|
Dividend declared
|
|
-
|
|
|
(1,212,834
|
)
|
|
-
|
|
|
(7,327,205
|
)
|
|
(415,353
|
)
|
|
(8,955,392
|
)
|
December 31, 2009
|
$
|
(12,670
|
)
|
$
|
8,913,422
|
|
$
|
2,447,688
|
|
$
|
20,204,572
|
|
$
|
2,626,149
|
|
$
|
34,179,161
|
|
Net income(loss)
|
|
|
|
|
5,164,984
|
|
|
(158,237
|
)
|
|
9,779,525
|
|
|
1,105,343
|
|
|
15,891,615
|
|
Reverse for 20% acquisition
|
|
12,670
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
12,670
|
|
Foreign currency translation
gain/(loss)
|
|
-
|
|
|
366,195
|
|
|
72,910
|
|
|
365,126
|
|
|
668
|
|
|
804,899
|
|
Dividend declared
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(7,450,620
|
)
|
|
(1,184,152
|
)
|
|
(8,634,772
|
)
|
September 30, 2010 (unaudited)
|
$
|
-
|
|
$
|
14,444,601
|
|
$
|
2,362,361
|
|
$
|
22,898,603
|
|
$
|
2,548,008
|
|
$
|
42,253,573
|
|
Dividends declared are split pro rata between the shareholders
according to their ownership interest. The payment of the dividends may occur at
different times to the shareholders resulting in distributions which do not
appear to be reflective of the minority ownership percentages. As of September
30, 2010, minority shareholders owned 17.24% of the Shandong Taibang, 10% of
Dalin and 46% of Qianfeng. The table below shows the minority shareholder and
dividends outstanding.
|
|
Shandong
|
|
|
Guiyang
|
|
|
Guiyang
|
|
|
|
|
|
|
Taibang
|
|
|
Qianfeng
|
|
|
Dalin
|
|
|
Total
|
|
|
|
Noncontrolling
|
|
|
Noncontrolling
|
|
|
Noncontrolling
|
|
|
Noncontrolling
|
|
|
|
shareholder
|
|
|
shareholder
|
|
|
shareholder
|
|
|
shareholder
|
|
Distribution payable, December 31,
2008
|
$
|
3,252,354
|
|
$
|
-
|
|
$
|
-
|
|
$
|
3,252,354
|
|
Dividend declared
|
|
1,212,834
|
|
|
7,327,205
|
|
|
415,353
|
|
|
8,955,392
|
|
Dividend paid
|
|
(4,479,381
|
)
|
|
(7,330,671
|
)
|
|
(415,353
|
)
|
|
(12,225,405
|
)
|
Foreign currency translation adjustments
|
|
14,780
|
|
|
3,466
|
|
|
-
|
|
|
18,246
|
|
Distribution payable, December 31,
2009
|
$
|
587
|
|
|
-
|
|
|
-
|
|
$
|
587
|
|
Dividend declared
|
|
-
|
|
|
7,450,620
|
|
|
1,184,152
|
|
|
8,634,772
|
|
Dividend paid
|
|
-
|
|
|
(7,450,620
|
)
|
|
(1,184,152
|
)
|
|
(8,634,772
|
)
|
Foreign currency translation adjustments
|
|
12
|
|
|
-
|
|
|
-
|
|
|
12
|
|
Distribution payable, September 30,
2010 (unaudited)
|
$
|
599
|
|
$
|
-
|
|
$
|
-
|
|
$
|
599
|
|
45
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 21 Business combinations
Acquisition of Ziguang Bio-Technology Co.
On January 22, 2010, Shandong Taibang entered into an Equity
Transfer Agreement with Yuncheng Ziguang Biotechnology Co., Ltd. which is
located in Yuncheng, Shandong Province. Under the terms of the Equity Transfer
Agreement, Shandong Taibang agreed to purchase 100% of Yuncheng Ziguangs equity
interest at a purchase price of RMB 10,066,672 (approximately $1,476,781), which
was paid on February 24, 2010. Yuncheng Ziguangs main business is
manufacturing, packing and selling of health drinks and foods. Among its assets,
Yuncheng Ziguang owns six buildings and a right to acquire a land use right to
approximately 323,000 square feet of land. The purpose of this acquisition is
mainly for the relocation of Shandong Taibangs Yang Gu plasma station, which is
adjacent to Yuncheng Ziguang, into the existing building and the land that
Yuncheng Ziguang currently owns or is entitled to own. The Yun Cheng plasma
station is the oldest and smallest among the Company's five stations in
Shandong. Management expects that the relocation of the plasma station into the
new facility will increase its plasma collection capacity with a low investment
cost.
The following table summarizes the fair value of the assets
acquired and liabilities assumed at the date of acquisition, which represents
the purchase price allocation at the date of the acquisition of Ziguang based on
an independent third party appraiser. The appraiser conducted an on-site visit,
inspected each item, conducted market research and investigation, followed some
asset evaluation policies and regulations issued by the Chinese government, and
provided an evaluation report.
|
|
Fair Value
|
|
Current assets
|
$
|
334
|
|
Property, plant and equipment, net
|
|
1,613,370
|
|
Total assets
|
|
1,613,704
|
|
Total liabilities
|
|
(136,924
|
)
|
Net assets
|
$
|
1,476,780
|
|
No material acquisition-related costs were incurred and
recognized in the Companys income statement for the three and nine months ended
September 30, 2010.
No supplemental pro forma information was disclosed as Ziguang
had not commenced operations for the period ended September 30, 2010 due to that
it is under construction in preparation for the relocation of Yang Gu Plasma
Company.
46
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
Note 22 Subsequent Events
Distributions declaration by Shandong Taibang
On October 9, 2010, the Board of Directors of Shandong Taibang
declared a RMB 70,000,000 (approximately $10,479,000) distribution to its 82.76%
shareholder Logic Express and the 17.24% shareholder Shandong Institute. The
distribution to Logic Express has been used to pay off the RMB 55,000,000
(approximately $8,233,500) loan due from Shandong Taibang and the distribution
to Shandong Institute was transferred to its account on October 25, 2010. Logic
Express will pay 10% of the dividend amounted to RMB 5,500,000
(approximately $823,350) as dividend tax to Chinese tax bureau.
Redemption of the convertible notes
On November 10, 2010, the remaining holder of the convertible
notes, issued in the Companys June 2009 financing, exercised its right to
convert $2,800,000 of its note into an aggregate of 700,000 shares of the
Companys common stock. As a result, only a convertible note in the principal
amount of $4,700,000 remains outstanding as of the date of this report.
The Company has performed an evaluation of subsequent events
through the date these consolidated financial statements were issued to
determine whether the circumstances warranted recognition and disclosure of
those events or transactions in the consolidated financial statements as of
September 30, 2010.
47
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Special Note Regarding Forward Looking Statements
In addition to historical information, this report contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. We use words such as believe, expect, anticipate, project,
target, plan, optimistic, intend, aim, will or similar expressions
which are intended to identify forward-looking statements. Such statements
include, among others, those concerning market and industry segment growth and
demand and acceptance of new and existing products; any projections of sales,
earnings, revenue, margins or other financial items; any statements of the
plans, strategies and objectives of management for future operations; any
statements regarding future economic conditions or performance; as well as all
assumptions, expectations, predictions, intentions or beliefs about future
events. You are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, including
those identified in Item 1A, Risk Factors described in our Annual Report on
Form 10-K for our fiscal year ended December 31, 2009, as well as assumptions,
which, if they were to ever materialize or prove incorrect, could cause the
results of the Company to differ materially from those expressed or implied by
such forward-looking statements.
Readers are urged to carefully review and consider the various
disclosures made by us in this report and our other filings with the SEC. These
reports attempt to advise interested parties of the risks and factors that may
affect our business, financial condition and results of operations and
prospects. The forward-looking statements made in this report speak only as of
the date hereof and we disclaim any obligation, except as required by law, to
provide updates, revisions or amendments to any forward-looking statements to
reflect changes in our expectations or future events.
Use of Terms
Except as otherwise indicated by the context and for the
purposes of this report only, references in this report to:
-
China Biologic, the Company, we, us, or our, are to the combined
business of China Biologic Products, Inc., a Delaware corporation, and its
direct and indirect subsidiaries;
-
Logic Express are to our wholly owned subsidiary Logic Express Limited,
a BVI company;
-
Logic Holdings are to our wholly-owned subsidiary Logic Holdings (Hong
Kong) Limited, a Hong Kong company;
-
Logic China are to our wholly owned subsidiary Logic Management and
Consulting (China) Co., Ltd., a PRC company
-
Dalin are to our majority owned subsidiary Guiyang Dalin Biologic
Technologies Co., Ltd., a PRC limited company;
-
Shandong Taibang are to our majority owned subsidiary Shandong Taibang
Biological Products Co. Ltd., a sino-foreign joint venture incorporated in
China;
-
Taibang Medical are to our wholly owned subsidiary Shandong Taibang
Medical Company, a PRC company;
-
Qianfeng are to our majority owned subsidiary Qianfeng Biological
Products Co., Ltd., PRC company;
-
Huitian are to our minority owned subsidiary Xi'an Huitian Blood
Products Co., Ltd., a PRC company;
-
BVI are to the British Virgin Islands;
-
Hong Kong are to the Hong Kong Special Administrative Region of the
Peoples Republic of China;
-
PRC, China, and Chinese, are to the Peoples Republic of China;
-
SEC are to the Securities and Exchange Commission;
-
Securities Act are to the Securities Act of 1933, as amended;
-
Exchange Act are to the Securities Exchange Act of 1934, as amended;
-
Renminbi and RMB are to the legal currency of China; and
-
U.S. dollars, dollars and $ are to the legal currency of the United
States.
Overview of Our Business
We are a biopharmaceutical company and through our indirect
majority-owned Chinese subsidiaries, Shandong Taibang and Qianfeng, and
minority-owned Chinese subsidiary, Huitian, we are principally engaged in the
research, development and manufacturing of plasma-based pharmaceutical products
in China. Shandong Taibang operates from our manufacturing facility located in
Tai'an City, Shandong Province and Qianfeng operates in Guizhou Province. Our
minority owned subsidiary, Huitian, operates from facilities in Shaanxi
Province. The plasma-based biopharmaceutical manufacturing industry in China is
highly regulated by both the provincial and central governments. Accordingly,
the manufacturing process of our products is strictly monitored from the initial
collection of plasma from human donors to finished products. Our principal
products include our approved human albumin and immunoglobulin products.
48
We are approved to sell human albumin 20%/10ml, 20%/25ml,
20%/50m, 10%/10ml, 10%/25ml, 10%/50ml and 25%/50ml. Human albumin is our
top-selling product. Sales of these human albumin products represented
approximately 48.6% and 42.7% of our total revenues for the three months ended
September 30, 2010 and 2009, respectively, and 47.3% and 48.7% of our total
revenues for the nine months ended September 30, 2010 and 2009, respectively.
Human albumin is principally used to increase blood volume while immunoglobulin,
one of our other major products, is used for certain disease preventions and
cures. The Companys approved human albumin and immunoglobulin products use
human plasma as the basic raw material. Albumin has been used for almost 50
years to treat critically ill patients by replacing lost fluid and maintaining
adequate blood volume and pressure. All of our products are prescription
medicines administered in the form of injections.
We sell our products to customers in the PRC, mainly hospitals
and inoculation centers. Our sales have historically been made on the basis of
short-term arrangements and our largest customers have changed over the years.
For the three months ended September 30, 2010 and 2009, our top 5 customers
accounted for approximately 19.1% and 17.7%, respectively, of our total revenue.
For the nine months ended September 30, 2010 and 2009, our largest 5 customers
accounted for approximately 12.3% and 4.8% of our revenue, respectively. As we
continue to diversify our geographic presence, customer base and product mix, we
expect that our largest customers will continue to change from year to year.
We operate and manage our business as a single segment. We do
not account for the results of our operations on a geographic or other
basis.
Our principal executive offices are located at No. 14 East
Hushan Road, Taian City, Shandong, Peoples Republic of China 271000. Our
corporate telephone number is (+86) 538-620-2306 and our fax number is (+86)
538-620-3895. We maintain a website at
http://www.chinabiologic.com
that contains information
about our operating company, but that information is not part of this report.
Recent Developments
Acquisition of the 17.24% Minority Interest of Taibang
Medical
On July 8, 2010, Logic China, our wholly-owned PRC subsidiary,
entered into an equity transfer agreement to purchase 100% equity interest in
Shandong Medical from the Companys indirect 82.76% -owned subsidiary Shandong
Taibang, for a purchase price of RMB 6,440,000 (approximately $947,327), payable
in cash. The equity transfer was registered with the local Administration for
Industry and Commerce (AIC) on September 10, 2010 and the purchase price was
fully paid on September 23, 2010. As a result of the equity transfer, Taibang
Medical is now our indirect 100% owned subsidiary and its resources in sales and
marketing of Taibang and Qianfeng products may be consolidated in our financial
statements.
Third Quarter Financial Performance Highlights
We continued to experience strong demand for our products and
services during the three months ended September 30, 2010, which resulted in
growth in our revenue and net income. The following are some financial
highlights for the three months ended September 30, 2010:
-
Revenue
: Revenue increased $8,964,026, or 33.2%, to
$36,003,765 for the three months ended September 30, 2010, from $27,039,739
for the same period in 2009.
-
Gross Profit
: Gross profit increased $7,242,425, or 36.1%,
to $27,321,263 for the three months ended September 30, 2010, from $20,078,838
for the same period in 2009. As a percentage of sales, gross profit increased
1.6% to 75.9% for the three months ended September 30, 2010 from 74.3% for the
same period in 2009.
-
Income from operations
: Income from operations increased
$4,799,735, or 34.2%, to $18,827,469 for the three months ended September 30,
2010, from $14,027,734 for the same period in 2009.
-
Net income attributable to controlling interest
: Net income
increased $19,868,460, or 320.8%, to $13,674,891 for the three months ended
September 30, 2010, from net loss of $6,193,569 for the same period in 2009.
-
Fully diluted net income per share
: Fully diluted net income
per share was $0.53 for the three months ended September 30, 2010, as compared
to net loss of $0.29 for the same period in 2009.
49
For the three months ended September 30, 2010 and 2009, we
reported a net income of $13,674,891 and a net loss of $6,193,569, respectively.
Our results of operations in the third quarter of 2010, as compared to the same
period in 2009, was materially impacted by unit price increases and sales volume
increases of our products, as well as the $3.8 million other income from the
change in derivative liabilities compared with the $13 million loss from the
change in derivative liabilities.
Results of Operations
Comparison of Three Months Ended September 30, 2010 and
September 30, 2009
The following table sets forth key components of our results of
operations for the periods indicated.
(All amounts, other than percentages, in U.S. dollars)
|
|
Three Months Ended
|
|
|
$
|
|
|
%
|
|
|
|
September 30, 2010
|
|
|
Increase
|
|
|
Increase
|
|
|
|
2010
|
|
|
2009
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
35,847,351
|
|
$
|
26,924,616
|
|
$
|
8,922,735
|
|
|
33.1%
|
|
Revenues -
related party
|
|
156,414
|
|
|
115,123
|
|
|
41,291
|
|
|
35.9%
|
|
Total revenues
|
|
36,003,765
|
|
|
27,039,739
|
|
|
8,964,026
|
|
|
33.2%
|
|
Cost of revenues
|
|
8,682,502
|
|
|
6,960,901
|
|
|
1,721,601
|
|
|
24.7%
|
|
Gross Profit
|
|
27,321,263
|
|
|
20,078,838
|
|
|
7,242,425
|
|
|
36.1%
|
|
Gross Profit As a Percentage of
Sales
|
|
75.9%
|
|
|
74.3%
|
|
|
1.6%
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
2,229,685
|
|
|
619,467
|
|
|
1,610,218
|
|
|
259.9%
|
|
General and administrative
expenses
|
|
5,832,118
|
|
|
5,169,137
|
|
|
662,981
|
|
|
12.8%
|
|
Research and
development expenses
|
|
431,991
|
|
|
262,500
|
|
|
169,491
|
|
|
64.6%
|
|
Total operating expenses
|
|
8,493,794
|
|
|
6,051,104
|
|
|
2,442,690
|
|
|
40.4%
|
|
Income from operations
|
|
18,827,469
|
|
|
14,027,734
|
|
|
4,799,735
|
|
|
34.2%
|
|
Other (income) expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in loss
(income) of unconsolidated affiliate
|
|
(323,015
|
)
|
|
(31,051
|
)
|
|
(291,964
|
)
|
|
(940.3%
|
)
|
Change in fair value of
derivative liabilities
|
|
(3,792,793
|
)
|
|
13,242,333
|
|
|
(17,035,126
|
)
|
|
(128.6%
|
)
|
Interest
expense, net
|
|
511,287
|
|
|
724,771
|
|
|
(213,484
|
)
|
|
(29.5%
|
)
|
Other income - related party
|
|
(453
|
)
|
|
-
|
|
|
(453
|
)
|
|
(100.0%
|
)
|
Other expense,
net
|
|
142,736
|
|
|
337,645
|
|
|
(194,909
|
)
|
|
(57.7%
|
)
|
Total other (income) expense, net
|
|
(3,462,238
|
)
|
|
14,273,698
|
|
|
(17,735,936
|
)
|
|
(124.3%
|
)
|
Income before provision for income taxes
and noncontrolling interest
|
|
22,289,707
|
|
|
(245,964
|
)
|
|
22,535,671
|
|
|
9162.2%
|
|
Provision for income taxes
|
|
3,499,558
|
|
|
2,535,023
|
|
|
964,535
|
|
|
38.0%
|
|
Net income
attributable to noncontrolling interest
|
|
5,115,258
|
|
|
3,412,582
|
|
|
1,702,676
|
|
|
49.9%
|
|
Net income attributable to controlling interest
|
$
|
13,674,891
|
|
$
|
(6,193,569
|
)
|
$
|
19,868,460
|
|
|
320.8%
|
|
Revenues
. Our revenues are derived primarily from
the sales of our human albumin and immunoglobulin products. Our revenues
increased 33.2%, or $8,964,026, to $36,003,765 for the three months ended
September 30, 2010, compared to revenues of $27,039,739 for the three months
ended September 30, 2009. The growth in revenue is mainly due to a general
increase in the price, as a result of growing demand, of our products, which
contributed about more than one-third of the growth for the quarter, as well as
a 1.2% increase in foreign exchange translation. Most of our approved products
recorded price increases ranging from 6.2% to 55.8%, except for human albumin
products and human immunoglobulin products, which decreased by 4.3% and 11.8%,
respectively. For the quarter ended September 30, 2010, the average price for
our approved human albumin products, which contributed 48.6% to our total
revenues, decreased 4.3%, the average price for our approved human hepatitis B
immunoglobulin products, which contributed 7.1% to our total revenues, increased
55.8%, the average price for our approved human immunoglobulin for intravenous
injection products, which contributed 36.3% to our revenues, increased 27.0%,
the average price for our approved human rabies immunoglobulin products, which
contributed 2.9% to our revenues, increased 51.4%, the average price for our
approved human tetanus immunoglobulin products, which contributed 4.1% to our
revenue, increased 6.2%, and the average price for our approved human
immunoglobulin products, which contributed 0.5% to our revenue, decreased 11.8%,
as compared to the same period in 2009. The average price decrease in human
albumin products is mainly due to an increase in the imported volume of this
product during 2010.
50
Cost of revenues
. Our cost of revenues increased
$1,721,601, or 24.7%, to $8,682,502 for the quarter ended September 30, 2010,
from $6,960,901 during the same period in 2009. This increase was mainly due to
the 33.2% increase in revenue and increase in fees paid to plasma donors, as
well as the 1.2% increase in foreign exchange translation. Cost of revenues as a
percentage of sales was 24.1% for the quarter ended September 30, 2010, as
compared to 25.7% during the same period in 2009.
Gross profit and gross margin
. Gross profit
increased by $7,242,425, or 36.1% to $27,321,263 for the quarter ended September
30, 2010, from $20,078,838 for the same period in 2009. As a percentage of sales
revenue, our gross profit margin increased by 1.6% to 75.9% for the quarter
ended September 30, 2010, from 74.3% for the same period in 2009. The increase
in gross profit is mainly due to increases in the unit price and sales volume of
our products, as well as the 1.2% increase in foreign exchange translation.
Operating expenses
. Our total operating expenses
increased by $2,442,690, or 40.4%, to $8,493,794 for the quarter ended September
30, 2010, from $6,051,104 for the same period in 2009. The increase was
primarily attributable to a 259.9% increase in our selling expenses, a 12.8%
increase in our general and administrative expenses and a 64.6% increase in our
research and development expenses. As a percentage of sales revenue, total
operating expenses increased by 1.2% to 23.6% for the quarter ended September
30, 2010, from 22.4% for the same period in 2009.
Selling expenses
. For the quarter ended September 30,
2010, our selling expenses increased to $2,229,685, from $619,467 for the
quarter ended September 30, 2009, an increase of $1,610,218 or 259.9%. As a
percentage of sales, our selling expenses for the quarter ended September 30,
2010 increased by 3.9%, to 6.2%, from 2.3% for third quarter 2009. The increase
in selling expenses is mainly due to an increase in our promotional and
conference activities as we continue our efforts in expanding our customer base
into hospital and inoculation centers throughout the PRC.
General and administrative expenses
. For the three
months ended September 30, 2010, our general and administrative expenses
increased $662,981, or 12.8%, to $5,832,118, from $5,169,137 for the quarter
ended September 30, 2009. General and administrative expenses as a percentage of
sales decreased by 2.9%, to 16.2%, for the third quarter of 2010, from 19.1% for
the same period in 2009. Non-cash employee compensation for the three months
ended September 30, 2010 increased by $56,498 to $63,812, from $7,314 for the
same period in 2009. The increase in general and administrative expenses is due
mainly to the increase in legal expense, as a result of the $594,865 settlement
of a law suit with Henan Xintai as described under the legal proceedings heading
below, and a mild increases in rent, depreciation and maintenance expenses.
Research and development expenses
. For the quarter ended
September 30, 2010 and 2009, our research and development expenses were $431,991
and $262,500, respectively, an increase of $169,491, or 64.6%. As a percentage
of revenues, our research and development expenses for the quarter ended
September 30, 2010 and 2009 were 1.2% and 1.0%, respectively. The increase in
research and development expenses is primarily due to the allocation of cost
associated with the development of two new products which are at the end of
their respective development stage. We expect to receive approval for these two
new products from the PRC State Food and Drug Administration, or the SFDA, in
early 2011.
Change in fair value of derivative
liabilities
.
The embedded derivatives (including the conversion
option) in our senior secured convertible notes and warrants issued in June 2009
are classified as derivative liabilities carried at fair value. For the three
months ended September 30, 2010 and 2009, we recognized an income from the
change in fair value of derivative liabilities in the amounts of $3,792,793 and
a loss of $13,242,333, respectively. The recognized income from the change in
the fair value of derivative liabilities in the third quarter of 2010 is mainly
due to a decrease in the price of our common stock from $10.99 to $9.88 as of
June 30, 2010 and September 30, 2010, respectively. Future changes in the market
price of our common stock could cause the fair value of these derivative
financial instruments to change significantly in future periods.
Interest expense (income), net
. Our net of
interest expense (income) decreased by $213,484, or 29.5%, to an expense of
$511,287 for the quarter ended September 30, 2010, from an interest expense, net
of $724,771 for the same period in 2009. The decrease in interest expenses is
primarily due to our paying off a related party loan related to the acquisition
of Dalin in the second quarter of 2010, conversion of $2.5 million of our
outstanding convertible notes in the fourth quarter of 2009 and the first
quarter of 2010 and an increase in interest income from our short term deposits
with financial institutions.
Income tax expense
.
Our provision for
income taxes increased $964,535, or 38.0%, to $3,499,558 for the quarter ended
September 30, 2010, from $2,535,023 for the same period in 2009. The increase of
income tax provision was consistent with our increase of net operation income
for the three months ended September 30, 2010 compared with same period in prior
year.
Net income
.
Our net income
increased $19,868,460, or 320.8%, to $13,674,891 for the quarter ended September
30, 2010, from a net loss of $6,193,569 for the same period in 2009. Net income
and net loss as a percentage of revenues was 38.0% and 21.9% for the quarter
ended September 30, 2010 and 2009, respectively. The increase in net
income is mainly due to increases in the selling price and sales volume of our
products, as well as the decrease in the change in fair value of our derivative
liabilities.
51
Comparison of Nine Months Ended September 30, 2010 and
September 30, 2009
The following table sets forth key components of our results of
operations for the periods indicated.
(All amounts, other than percentages, in U.S. dollars)
|
|
Nine Months Ended
|
|
|
$
|
|
|
%
|
|
|
|
September 30, 2010
|
|
|
Increase
|
|
|
Increase
|
|
|
|
2010
|
|
|
2009
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
103,289,680
|
|
$
|
80,861,353
|
|
$
|
22,428,327
|
|
|
27.7%
|
|
Revenues -
related party
|
|
720,954
|
|
|
508,529
|
|
|
212,425
|
|
|
41.8%
|
|
Total revenues
|
|
104,010,634
|
|
|
81,369,882
|
|
|
22,640,752
|
|
|
27.8%
|
|
Cost of revenues
|
|
26,126,366
|
|
|
22,337,596
|
|
|
3,788,770
|
|
|
17.0%
|
|
Gross Profit
|
|
77,884,268
|
|
|
59,032,286
|
|
|
18,851,982
|
|
|
31.9%
|
|
Gross Profit As a Percentage of
Sales
|
|
74.9%
|
|
|
72.5%
|
|
|
2.4%
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
5,029,474
|
|
|
2,313,577
|
|
|
2,715,897
|
|
|
117.4%
|
|
General and administrative
expenses
|
|
16,700,320
|
|
|
14,996,846
|
|
|
1,703,474
|
|
|
11.4%
|
|
Research and
development expenses
|
|
1,332,025
|
|
|
1,098,083
|
|
|
233,942
|
|
|
21.3%
|
|
Total operating expenses
|
|
23,061,819
|
|
|
18,408,506
|
|
|
4,653,313
|
|
|
25.3%
|
|
Income from operations
|
|
54,822,449
|
|
|
40,623,780
|
|
|
14,198,669
|
|
|
35.0%
|
|
Other (income) expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in loss
(income) of unconsolidated affiliate
|
|
(668,670
|
)
|
|
19,092
|
|
|
(687,762
|
)
|
|
(3602.4%
|
)
|
Change in fair value of
derivative liabilities
|
|
(9,897,199
|
)
|
|
14,931,088
|
|
|
(24,828,287
|
)
|
|
(166.3%
|
)
|
Interest
expense, net
|
|
1,131,345
|
|
|
1,979,538
|
|
|
(848,193
|
)
|
|
(42.8%
|
)
|
Other income - related party
|
|
(915,191
|
)
|
|
-
|
|
|
(915,191
|
)
|
|
(100.0%
|
)
|
Other expense,
net
|
|
339,970
|
|
|
372,955
|
|
|
(32,985
|
)
|
|
(8.8%
|
)
|
Total other (income) expense, net
|
|
(10,009,745
|
)
|
|
17,302,673
|
|
|
(27,312,418
|
)
|
|
(157.9%
|
)
|
Income before provision for income taxes
and noncontrolling interest
|
|
64,832,194
|
|
|
23,321,107
|
|
|
41,511,087
|
|
|
178.0%
|
|
Provision for income taxes
|
|
11,782,505
|
|
|
7,547,318
|
|
|
4,235,187
|
|
|
56.1%
|
|
Net income
attributable to noncontrolling interest
|
|
15,891,615
|
|
|
10,738,295
|
|
|
5,153,320
|
|
|
48.0%
|
|
Net income attributable to controlling interest
|
$
|
37,158,074
|
|
$
|
5,035,494
|
|
$
|
32,122,580
|
|
|
637.9%
|
|
Revenues
. Our revenues are derived primarily from
the sales of our human albumin and immunoglobulin products. Our revenues
increased 27.8%, or $22,640,752, to $104,010,634 for the nine months ended
September 30, 2010, compared to revenues of $81,369,882 for the nine months
ended September 30, 2009. The growth in revenue is mainly due to an increase in
the unit price, as a result of growing demand, of our products, which
contributed more than one-third of the growth for the nine month period, as well
as a 0.4% increase in foreign exchange translation. Almost all of our approved
products recorded price increases ranging from 15.1% to 213.6%, except for human
albumin products, which decreased by 0.6%. For the nine months ended September
30, 2010, the average price for our approved human albumin products, which
contributed 47.3% to our total revenues, decreased 0.6%, the average price for
our approved human hepatitis B immunoglobulin products, which contributed 8.4%
to our total revenues, increased 213.6%, the average price for our approved
human immunoglobulin for intravenous injection products, which contributed 33.2%
to our revenues, increased 30.7%, the average price for our approved human
rabies immunoglobulin products, which contributed 5.9% to our revenues,
increased 27.5%, the average price for our approved human tetanus immunoglobulin
products, which contributed 3.2% to our revenue, increased 15.1%, and the
average price for our approved human immunoglobulin products, which contributed
1.0% to our revenue, increased 32.5%, as compared to the same period in 2009. As
the volume of imported human albumin continues to increase, the Company expects
that the price of human albumin may continue to experience downward pressure for
the remainder of 2010, while the price of our other products should remain
stable.
Cost of revenues
. Our cost of revenues increased
$3,788,770, or 17.0%, to $26,126,366 for the nine months ended September 30,
2010, from $22,337,596 during the same period in 2009. This increase was mainly
due to a 16.6% increase in the cost of revenues as a result of our increased
sales and the increase in fees paid to the plasma donors, as well as a 0.4%
increase due to foreign exchange translation. Cost of revenues as a percentage
of sales was 25.1% for the nine months ended September 30, 2010, as compared to
27.5% during the same period in 2009. The increase in cost of revenues is due to the increase
in sales, while the decrease in cost of revenues as a percentage of sales is due
to a change in the mix of products that were sold during the 2010 period.
52
Gross profit and gross margin
. Gross profit
increased by $18,851,982, or 31.9%, to $77,884,268 for the nine months ended
September 30, 2010, from $59,032,286 for the same period in 2009. As a
percentage of sales revenue, our gross profit margin increased by 2.4% to 74.9%
for the nine months ended September 30, 2010, from 72.5% for the same period in
2009. The increase in gross profit is due mainly to increases in the selling
price and sales volume of our products during the 2010 period, as compared to
the same period last year.
Operating expenses
. Our total operating expenses
increased by $4,653,313, or 25.3%, to $23,061,819 for the nine months ended
September 30, 2010, from $18,408,506 for the same period in 2009. The increase
was primarily attributable to a 21.3% increase in our research and development
expenses, a 117.4% increase in our selling expense and an 11.4% increase in our
general and administrative expenses during the 2010 period. As a percentage of
sales revenue, total operating expenses decreased by 0.4% to 22.2% for the nine
months ended September 30, 2010, from 22.6% for the same period in 2009.
Selling expenses
. For the nine months ended September
30, 2010, our selling expenses increased to $5,029,474, from $2,313,577 for the
same period in 2009, an increase of 2,715,897, or 117.4%. As a percentage of
sales, our selling expenses for the nine months ended September 30, 2010
increased by 2.0%, to 4.8%, from 2.8% for the same period in 2009. The increase
in selling expenses is primarily due to an increase in our promotional and
conference activities as we continue our efforts in expanding our customer base
into hospital and inoculation centers throughout the PRC.
General and administrative expenses
. For the nine months
ended September 30, 2010, our general and administrative expenses increased
$1,703,474, or 11.4%, to $16,700,320, from $14,996,846 for the same period in
2009. General and administrative expenses as a percentage of sales decreased by
2.3% to 16.1% for the first nine months of 2010, from 18.4% for the same period
in 2009. The increase in general and administrative expenses during the nine
months of 2010, as compared to the same period of 2009, is primarily due to the
increases in travel and general office expenses as we continue to our efforts to
integrate our two main operating entities, as well as legal expense, non-cash
employee compensation and depreciation and amortization expenses, which were
offset by the decrease in bad debt, payroll. The increase in legal expense is
due to the $594,865 settlement of a law suit with Henan Xintai as described
under the legal proceedings heading below. Non-cash employee compensation for
the nine months ended September 30, 2010 increased by $619,372 to $681,653, from
$62,281 for the same period in 2009, as a result of the amortization of the
grant of stock options to a director in the first quarter of 2010.
Research and development expenses
. For the nine months
ended September 30, 2010 and 2009, our research and development expenses were
$1,332,025 and $1,098,083, respectively, an increase of $233,942, or 21.3%. As
a percentage of revenues, our research and development expenses for the nine
months ended September 30, 2010 and 2009 were both 1.3%. The increase in
research and development expenses is primarily due to the allocation of cost
associated with the development of two new products that are at the end of their
respective development stage. We expect to receive SFDA approval for these two
new products in early 2011.
Change in fair value of derivative
liabilities
.
The embedded derivatives (including the conversion
option) in our senior secured convertible notes and warrants that were issued in
June 2009 are classified as derivative liabilities carried at fair value. For
the nine months ended September 30, 2010 and 2009, we recognized an income from
the change in fair value of derivative liabilities in the amounts of $9,897,199
and a loss of $14,931,088, respectively. The recognized income from the change
in the fair value of derivative liabilities in the first nine months of 2010 is
mainly due to a decrease in the price of our common stock from $12.08 to $9.88
as of December 31, 2009 and September 30, 2010, respectively. Future changes in
the market price of our common stock could cause the fair value of these
derivative financial instruments to change significantly in future periods.
Interest expense (income), net
. Our net of
interest expense (income) decreased by $848,193, or 42.8%, to an expense of
$1,131,345 for the nine months ended September 30, 2010, from an interest
expense of $1,979,538 for the same period in 2009. The decrease in net of
interest expense (income) is primarily due to our payment of a related party
loan related to the acquisition of Dalin in the second quarter of 2010,
conversion of $2.5 million of our outstanding convertible notes in the fourth
quarter of 2009 and the first quarter of 2010 and the $0.6 million increase in
interest income from our short term deposits with financial institutions.
Other income-related party
. The other
non-operating income from related party was due to $0.9 million less in interest
expenses be settled with Shandong Institute than our previous estimation in
accordance with the Entrustment Agreement, dated April 6, 2009, among Logic
Express, Shandong Taibang and the Shandong Institute of Biological Products, the
holder of the minority interests in Shandong Taibang.
Income tax expense
.
Our provision for
income taxes increased $4,235,187, or 56.1%, to $11,782,505 for the nine months
ended September 30, 2010, from $7,547,318 for the same period in 2009. Our
effective tax rate for the nine months ended September 30, 2010 and 2009 was
18.2% and 32.4%, respectively. Among the increase in income taxes, $1.8 million
is due to the dividend tax imposed by PRC tax authorities on dividends
distributed by our two main operating entities to Logic Express during the 2010
period.
53
Net income attributable to controlling
interest
.
Our net income increased $32,122,580, or 637.9%, to
$37,158,074 for the nine months ended September 30, 2010, from $5,035,494 for
the same period in 2009. Net income as a percentage of revenues was 35.7% and
6.2% for the nine months ended September 30, 2010 and 2009, respectively.
Liquidity and Capital Resources
To date, we have financed our operations primarily through cash
flows from operations, augmented by short-term bank borrowings and equity
contributions by our stockholders. As of September 30, 2010, we had $64,579,098
in cash and cash equivalents, primarily consisting of cash on hand and demand
deposits.
The following table provides the statements of net cash flows
for the nine months ended September 30, 2010 compared to September 30, 2009
(Unaudited):
Cash Flow
(all amounts in U.S. dollars)
|
|
Nine Months Ended September 30,
|
|
|
|
2010
|
|
|
2009
|
|
Net cash provided by operating
activities
|
$
|
31,296,067
|
|
$
|
35,458,229
|
|
Net cash used in investing activities
|
|
(11,589,674
|
)
|
|
(6,059,109
|
)
|
Net cash (used in) provided by
financing activities
|
|
(10,169,957
|
)
|
|
12,095,925
|
|
Effects of exchange rate change on cash
|
|
1,198,711
|
|
|
38,472
|
|
Net increase in cash and
cash equivalents
|
|
10,735,147
|
|
|
41,533,517
|
|
Cash and cash equivalents at beginning of the period
|
|
53,843,951
|
|
|
8,814,616
|
|
Cash and cash equivalents at end of
the period
|
$
|
64,579,098
|
|
$
|
50,348,133
|
|
Operating activities
Net cash provided by operating activities was $31.3 million for
the nine months ended September 30, 2010, as compared to $35.5 million net cash
provided by operating activities for the same period in 2009. The net cash
provided by operating activities in the nine months ended September 30, 2010 was
mainly due to the cash-related consolidated net income of $49.6 million and
offset by cash outflow for inventory, accounts receivable, accrued interest, and
taxes payable of $10.7 million, $4.5 million, $2.1 million, and $1.5 million,
respectively. The cash outflow for inventory is a direct result of the
implementation of the 90-day quarantine period by the PRC government, which
caused a longer staging period for its raw material plasma inventory. As the
Company increased its sales directly to the end-users, hospitals and inoculation
centers with extended credit term, we experienced a slower turn-over with our
accounts receivable. The cash provided by operating activities in the same
period in 2009 was mainly from cash-related net income of $36.6 million,
advanced receipt from customer of $4.2 million and the $4.2 million increase in
other payables, and offset by $9.7 million in cash paid for inventory.
Investing activities
Net cash used in investing activities for the nine months ended
September 30, 2010 was $11.6 million, as compared to $6 million net cash used in
investing activities in the same period of 2009. During the nine months ended
September 30, 2010, we paid $1.5 million to acquire a new Company, Ziguang
Bio-tech Company, with $1.5 million net assets, paid the final $2.5 million
payment for the Dalin acquisition to Dalins old shareholders, and paid $1.8
million for equipment for Shandong Taibang and $5.8 million for our plasma
companies' buildings and construction in progress in Dalin.
On January 22, 2010, Shandong Taibang entered into an Equity
Transfer Agreement with Yuncheng Ziguang Biotechnology Co., Ltd., which is
located in Yuncheng, Shandong Province. Under the terms of the Equity Transfer
Agreement, Shandong Taibang agreed to purchase 100% of Yuncheng Ziguangs equity
interest at a purchase price of RMB 10,066,672 (approximately $1,476,781), which
was subsequently paid as of February 24, 2010. Yuncheng Ziguangs main business
is manufacturing, packing and selling of health drinks and foods. Among its
assets, Yuncheng Ziguang owns six buildings and a right to acquire a land use
right for approximately 323,000 square feet of land. The purpose of this
acquisition is mainly for the relocation of Shandong Taibangs Yun Cheng plasma
station, which is adjacent to Yuncheng Ziguang, into the existing building and
the land that Yuncheng Ziguang currently owns or entitled to own. The Yun Cheng
plasma station is the oldest and smallest among our five stations in Shandong.
Management expects that the relocation of the plasma station into the new
facility will increase its plasma collection capacity with a low investment
cost.
54
Financing activities
Net cash used in financing activities for the nine months ended
September 30, 2010 totaled $10.2 million as compared to $12.1 million provided
by financing activities in the same period of 2009. The increase of the cash
used in financing activities was mainly attributable to the $8.6 million
dividend paid to the Shandong Taibang minority shareholder, repayment of a
non-controlling shareholder loan of $3.7 million, repayment of short term bank
loan of $4.4 million and offset by short-term bank loans and proceeds from
warrants conversion of $5.9 million and $0.7 million, respectively.
Management believes that the Company has sufficient cash on
hand and continuing positive cash inflow, from the sale of its plasma-based
products in the PRC market. Our management expects continued growth in revenues
throughout the term of the convertible notes, largely due to the ongoing limited
supply of plasma-based products in the PRC market in connection with the
introduction of more stringent health and safety measures which we already meet.
In light of the foregoing, we believe that we will have the financial ability to
fulfill our payment obligations under the convertible notes when they come due.
Obligations under Material Contracts
On June 5, 2009, we entered into a securities purchase
agreement with certain accredited investors, pursuant to which we agreed to
issue to the investors 3.8% Senior Secured Convertible Notes in the aggregate
principal amount of $9,554,140 and warrants to purchase up to 1,194,268 shares
of our common stock. The transaction closed on June 10, 2009. On December 22,
2009, two of the note holders exercised their rights to convert $1,000,000 of
their notes into an aggregate of 250,000 shares of our common stock. On January
13, 2010, two note holders continued to exercise their rights to convert
$1,054,140 of their remaining notes into an aggregate of 263,535 shares of our
common stock. The fair value market of conversion options of $2,627,558,
carrying value of $14,428, accrued interest of $8,550 and deferred fee of
$134,479 were included in additional paid-in-capital upon conversion of the
convertible notes. As a result, notes in the principal amount of $7,500,000 are
outstanding as of September 30, 2010. On November 10, 2010, the remaining note
holder exercised its right to convert $2,800,000 of its note into an aggregate
of 700,000 shares of our common stock. As a result, only a note in the principal
amount of $4,700,000 remains outstanding as of the date of this report.
Qianfeng has payables to Guizhou Eakan Investing Corp. in the
amount of approximately $2,166,183 (RMB14,470,160). Guizhou Eakan Investing
Corp. is one of the shareholders of Guizhou Eakan, one of the Qianfengs
minority shareholders. The Company borrowed this non-interest bearing amount for
working capital purposes.
Critical Accounting Policies
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires our
management to make assumptions, estimates and judgments that affect the amounts
reported, including the notes thereto, and related disclosures of commitments
and contingencies, if any. We have identified certain accounting policies that
are significant to the preparation of our financial statements. These accounting
policies are important for an understanding of our financial condition and
results of operation. Critical accounting policies are those that are most
important to the portrayal of our financial conditions and results of operations
and require management's difficult, subjective, or complex judgment, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain and may change in subsequent periods. Certain accounting
estimates are particularly sensitive because of their significance to financial
statements and because of the possibility that future events affecting the
estimate may differ significantly from management's current judgments. We
believe the following critical accounting policies involve the most significant
estimates and judgments used in the preparation of our financial statements.
Fair Value of Financial Instruments
On January 1, 2008, the Company adopted FASB's accounting
standard related to fair value measurements and began recording financial assets
and liabilities subject to recurring fair value measurement at the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants. These fair value principles prioritize
valuation inputs across three broad levels. The Company considers the carrying
amount of cash, receivables, payables including accrued liabilities and short
term loans to approximate their fair values because of the short period of time
between the origination of such instruments and their expected realization and
if applicable, their stated rates of interest are equivalent to interest rates
currently available. The fair values are measured pursuant to the three levels
defined by the FASB's accounting standard as follow:
55
-
Level 3: inputs to the valuation methodology are unobservable and
significant to the fair value.
Revenue Recognition
We recognize revenue when products are delivered and the
customer takes ownership and assumes risk of loss, collection of the relevant
receivable is probable, persuasive evidence of an arrangement exists and the
sales price is fixed or determinable, which are generally considered to be met
upon delivery and acceptance of products at the customer site. Sales are
presented net of any discounts given to customers. As a policy, we do not accept
any product returns and based on our records, product returns, if any, are
immaterial. Sales revenue represents the invoiced value of goods, net of a
value-added tax, or VAT. All products produced by us and sold in the PRC are
subject to a Chinese VAT at a rate of 6% of the gross sales price or at a rate
approved by the Chinese local government. Products distributed by Taibang
Medical are subjected to a 17% VAT.
Inventories
Due to its unique nature, our principal raw material, human
blood plasma is subject to various quality and safety control issues which
include, but are not limited to, contaminations and blood born diseases. In
addition, limitations of current technology pose biological hazards inherent in
plasma that have yet to be discovered, which could result in a widespread
epidemic due to blood infusion. In the event that human plasma is discovered to
contain pathogens or infectious agents or other bio-hazards, we would be
required to write down our inventory to net realizable value. We determine the
net realizable value of our inventories on the basis of anticipated sales
proceeds less estimated selling expenses. The cost of major raw materials
(plasma) used in the production are being allocated based on the management's
estimation of historical yields and market value from the annual production for
each different products. At each balance sheet date, we evaluate inventories
that may be worth less than current carrying amounts. Total inventories amounted
to $46.6 million as of September 30, 2010. In order to ensure that the growing
demand for our products is met, as well as the 90-day quarantine period
requirement on plasma raw material implemented by the PRC government, we have
been gradually increasing our inventory level of raw materials. We strictly
follow the production processes required by government regulations resulting in
the relatively high level of work-in-progress customary to our industry.
Impairment of Long-Lived Assets
We review periodically the carrying amounts of long-lived
assets including property, plant and equipment, and intangible assets with
finite useful lives, to assess whether they are impaired. We evaluate these
assets for impairment whenever events or changes in circumstances indicate that
their carrying amounts may not be recoverable such as a change of business plan,
technical obsolescence, or a period of continuous losses. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to the estimated undiscounted future cash flows expected to be
generated by the asset. If the carrying amount of an asset exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of the asset exceeds the fair value of the asset. In determining
estimates of future cash flows, significant judgment in terms of projection of
future cash flows and assumptions is required.
Use of Estimates
The preparation of consolidated financial statements in
accordance with U.S. GAAP requires us to make a number of estimates and
assumptions relating to the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates. On an
ongoing basis, we review our estimates and assumptions, including those related
to the fair value of stock based compensation, potential losses on outstanding
receivables and slow-moving inventories, the recoverability of the carrying
amount and the estimated useful lives of long-lived assets, allocation of plasma
production cost as well as bonus accruals for year end management bonus. Changes
in facts and circumstances may result in revised estimates.
Contingencies
In the normal course of business, we are subject to
contingencies, including, legal proceedings and claims arising out of the
business that relate to a wide range of matters, including among others, product
liability. We recognize a liability for such contingency if we determine that it
is probable that a loss has occurred and a reasonable estimate of the loss can
be made. We may consider many factors in making these assessments, including
past history and the specifics of each matter. As we have not become aware of
any product liability claim since operations commenced, we have not recognized a
liability for any product liability claims.
Recent Accounting Pronouncements
In January 2010, FASB issued ASU No. 2010-01 Accounting for
Distributions to Shareholders with Components of Stock and Cash. The amendments
in this Update clarify that the stock portion of a distribution to shareholders
that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all
shareholders can elect to receive in the aggregate is considered a share
issuance that is reflected in EPS prospectively and is not a stock dividend for
purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The
amendments in this update are effective for interim and annual periods ending on
or after December 15, 2009, and should be applied on a retrospective basis. The
Company adopted this standard and the adoption of this standard did not have a
material effect on the Companys consolidated financial statements.
56
In January 2010, FASB issued ASU No. 2010-02 Accounting and
Reporting for Decreases in Ownership of a Subsidiary a Scope Clarification.
The amendments in this Update affect accounting and reporting by an entity that
experiences a decrease in ownership in a subsidiary that is a business or
nonprofit activity. The amendments also affect accounting and reporting by an
entity that exchanges a group of assets that constitutes a business or nonprofit
activity for an equity interest in another entity. The amendments in this update
are effective beginning in the period that an entity adopts SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statements An Amendment
of ARB No. 51. If an entity has previously adopted SFAS No. 160 as of the date
the amendments in this update are included in the Accounting Standards
Codification, the amendments in this update are effective beginning in the first
interim or annual reporting period ending on or after December 15, 2009. The
amendments in this update should be applied retrospectively to the first period
that an entity adopted SFAS No. 160. The Company adopted this standard and the
adoption of this standard did not have material effect on the Companys
consolidated financial statements.
In January 2010, FASB issued ASU No. 2010-06 Improving
Disclosures about Fair Value Measurements. This update provides amendments to
Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out
of Levels 1 and 2. A reporting entity should disclose separately the amounts of
significant transfers in and out of Level 1 and Level 2 fair value measurements
and describe the reasons for the transfers. 2) Activity in Level 3 fair value
measurements. In the reconciliation for fair value measurements using
significant unobservable inputs (Level 3), a reporting entity should present
separately information about purchases, sales, issuances, and settlements (that
is, on a gross basis rather than as one net number).This update provides
amendments to Subtopic 820-10 that clarify existing disclosures as follows: 1)
Level of disaggregation. A reporting entity should provide fair value
measurement disclosures for each class of assets and liabilities. A class is
often a subset of assets or liabilities within a line item in the statement of
financial position. A reporting entity needs to use judgment in determining the
appropriate classes of assets and liabilities. 2) Disclosures about inputs and
valuation techniques. A reporting entity should provide disclosures about the
valuation techniques and inputs used to measure fair value for both recurring
and nonrecurring fair value measurements. Those disclosures are required for
fair value measurements that fall in either Level 2 or Level 3.The new
disclosures and clarifications of existing disclosures are effective for interim
and annual reporting periods beginning after December 15, 2009, except for the
disclosures about purchases, sales, issuances, and settlements in the roll
forward of activity in Level 3 fair value measurements. Those disclosures are
effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. The Company is currently evaluating the
impact of this ASU, however, the Company does not expect the adoption of this
ASU to have a material impact on its consolidated financial statements.
In February 2010, the FASB issued Accounting Standards Update
2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and
Disclosure Requirements, or ASU 2010-09. ASU 2010-09 primarily rescinds the
requirement that, for listed companies, financial statements clearly disclose
the date through which subsequent events have been evaluated. Subsequent events
must still be evaluated through the date of financial statement issuance;
however, the disclosure requirement has been removed to avoid conflicts with
other SEC guidelines. ASU 2010-09 was effective immediately upon issuance and
was adopted in February 2010.
In April 2010, the FASB issued Accounting Standards Update
2010-13, CompensationStock Compensation (Topic 718): Effect of Denominating
the Exercise Price of a Share-Based Payment Award in the Currency of the Market
in Which the Underlying Equity Security Trades, or ASU 2010-13. This Update
provides amendments to Topic 718 to clarify that an employee share-based payment
award with an exercise price denominated in currency of a market in which a
substantial porting of the entitys equity securities trades should not be
considered to contain a condition that is not a market, performance, or service
condition. Therefore, an entity would not classify such an award as a liability
if it otherwise qualifies as equity. The amendments in this Update are effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2010. The Company does not expect the adoption of ASU 2010-17
to have a significant impact on its consolidated financial statements.
In April 2010, the FASB issued Accounting Standard Update
20-10-17, Revenue RecognitionMilestone Method (Topic 605): Milestone Method of
Revenue Recognition or ASU 2010-17. This Update provides guidance on the
recognition of revenue under the milestone method, which allows a vendor to
adopt an accounting policy to recognize all of the arrangement consideration
that is contingent on the achievement of a substantive milestone (milestone
consideration) in the period the milestone is achieved. The pronouncement is
effective on a prospective basis for milestones achieved in fiscal years and
interim periods within those years, beginning on or after June 15, 2010. The
adoption of ASU 2010-17 does not have a significant impact on its consolidated
financial statements.
In July 2010, the FASB issued Accounting Standards Update
2010-20 which amends Receivables (Topic 310). ASU 2010-20 is intended to
provide additional information to assist financial statement users in assessing
an entitys risk exposures and evaluating the adequacy of its allowance for credit losses. The disclosures as of the end of a
reporting period are effective for interim and annual reporting periods ending
on or after December 15, 2010. The disclosures about activity that occurs during
a reporting period are effective for interim and annual reporting periods
beginning on or after December 15, 2010. The amendments in ASU 2010-20
encourage, but do not require, comparative disclosures for earlier reporting
periods that ended before initial adoption. However, an entity should provide
comparative disclosures for those reporting periods ending after initial
adoption. ASU 2010-20 will not have a material impact on our consolidated
financial statements.
57
In September 2010, FASB issued Accounting Standard Update
2010-25, Plan AccountingDefined Contribution Pension Plans (Topic 962):
Reporting Loans to Participants by Defined Contribution Pension Plans or ASU
2010-25. The ASU clarifies how loans to participants should be classified and
measured by defined contribution plans and how IFRS compare to these provisions.
The amendments in this update are effective for fiscal years ending after
December 15 2010. The Company does not expect the adoption of this ASU to have a
material impact on the Companys consolidated financial statements.
Seasonality of our Sales
Our operating results and operating cash flows historically
have not been subject to seasonal variations. This pattern may change, however,
as a result of new market opportunities or new product introductions.
Inflation
Inflation does not materially affect our business or the
results of our operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to our investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer
to controls and other procedures designed to ensure that information required to
be disclosed in the reports we file or submit under the Securities Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the SEC and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
As required by Rule 13a-15(e), our management has carried out
an evaluation, with the participation and under the supervision of our Chief
Executive Officer, Mr. Chao Ming Zhao and our Chief Financial Officer, Mr. Y.
Tristan Kuo, of the effectiveness of the design and operation of our disclosure
controls and procedures, as of September 30, 2010. Based upon, and as of the
date of this evaluation, Messrs. Zhao and Kuo, determined that, because of the
material weaknesses described in Item 9A. Controls and Procedures on our
annual report on Form 10-K for the year ended December 31, 2009, which we are
still in the process of remediating, as of September 30, 2010, our disclosure
controls and procedures were not effective. Investors are directed to Item 9A of
annual report on Form 10-K for the year ended December 31, 2009 for the
description of these weaknesses.
Changes in Internal Control over Financial Reporting
We regularly review our system of internal control over
financial reporting and make changes to our processes and systems to improve
controls and increase efficiency, while ensuring that we maintain an effective
internal control environment. Changes may include such activities as
implementing new, more efficient systems, consolidating activities, and
migrating processes.
58
During its evaluation of the effectiveness of internal control
over financial reporting as of December 31, 2009, the management concluded that,
after adding two qualified accountants, the Company still needs to increase its
qualified accounting personnel and enhance the supervision, monitoring and
reviewing of financial statements preparation processes. The Company has already
taken measures to remediate these material weaknesses by seeking an additional
financial reporting and accounting staff member with relevant accounting
experience, skills and knowledge in the preparation of financial statements in
accordance with U.S. GAAP and financial reporting disclosure requirements under
SEC rules. In addition, the Company is working closely with its outside
consultant in reinforcing the rigorous process for collecting and reviewing
information required for the preparation of the financial statements including
footnotes.
Other than the foregoing changes, there were no changes in our
internal controls over financial reporting during the third quarter of fiscal
2010 that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits
and legal proceedings, which arise, in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these,
or other matters, may arise from time to time that may harm our business. Other
than the legal proceedings set forth below, we are currently not aware of any
such legal proceedings or claims that we believe will have a material adverse
affect on our business, financial condition or operating results.
Bobai County Collection Station
In January 2007, our PRC subsidiary, Shandong Taibang, advanced
$413,697 (RMB3.0 million) to Feng Lin, the 20% minority shareholder in Fang
Cheng Plasma Company, our majority owned subsidiary, for the purpose of
establishing or acquiring a plasma collection station. Mr. Lin and Shandong
Taibang intended to establish the Bobai Kangan Plasma Collection Co., Ltd., or
Bobai, in Bobai County, Guangxi and on January 18, 2007, Shandong Taibang signed
a letter of intent to acquire the assets of the Bobai Plasma Collection Station,
which was co-owned by Mr. Lin and Mr. Keliang Huang. However, in January 2007,
Hua Lan Biological Engineering Co., Ltd., or Hua Lan, filed suit in the District
Court of Hong Qi District, Xin Xiang City, Henan Province, alleging that Feng
Lin, Keliang Huang and Shandong Taibang established and/or sought to operate the
Bobai Plasma Collection Station using a permit for collecting and supplying
human plasma in Bobai County, that was originally granted to Hua Lan by the
government of the Guangxi region, without Hua Lan's permission. The
establishment and registration of Bobai was never realized as a result of this
law suit. On January 29, 2007, on Hua Lan's motion, the District Court entered
an order to freeze funds in the amount of approximately $386,100 (RMB3,000,000)
held by the defendants in the case, including approximately $65,750 (RMB500,000)
in funds held in Shandong Taibang's bank account in Tai'an City. A hearing was
held on June 25, 2007 and judgment was entered against the defendants along with
a $226,780 (RMB1,700,000) joint financial judgment. The Company appealed the
District Court judgment to the Xinxiang City Intermediate Court. In November
2007, the Intermediate Court affirmed the judgment against the three defendants
and increased the amount of the joint financial judgment to approximately
$405,954 (RMB3,000,000).
In January 2008, Hua Lan enforced the judgment granted by the
Intermediate Court to freeze the Company's bank accounts. Shandong Taibang has
filed a separate action against Hua Lan before the Tai'an City District Court to
seek recovery of any losses in connection with Hua Lan's claim and to request
that the Tai'an City District Court preserve Hua Lan's property or freeze up to
approximately $411,300 (RMB 3 million) of Hua Lan's assets to secure the return
of such funds to the Company. The intermediate court in Tai'an City accepted the
application on February 14, 2008 but the matter is still pending. Pending the
outcome of the proceedings, Shandong Taibang increased its loss contingency
reserve during its fourth quarter of 2007 from approximately $75,593
(RMB566,667) to $133,400 (RMB1,000,000) to cover its share of the enforcement of
this judgment. During the fourth quarter of 2008, full amount of the judgment,
including Feng Lin and Keliang Huang's portions of the judgment and the related
fees, approximately $456,222 (RMB 3,109,900) has been withdrawn from Shandong
Taibang's account. The Company recorded Feng Lin and Keliang Huang's portion of
the judgment, approximately $304,143 (RMB2,073,234), as receivable as a result
of the withdrawal. As of December 31, 2008, the Company determined that it is
unlikely that the Company will be able to recover such receivable from those two
individuals and wrote off the receivable as bad debt expense. In January 2010,
Feng Lin transferred his 20% equity in Fang Cheng Plasma Company as a repayment
to such receivable. As a result, the Company is now the 100% owner of the Fang
Cheng Plasma Company.
In October 2009, Shandong Taibang appealed to the High Court of
Henan Province requesting the court to reverse judgments from the Hong Qi
District Court based on Shandong Taibang's belief that Hua Lans involvement in
Bobai was in violation of PRC Blood Products Regulations as Hua Lan did not
invest, as Shandong Taibang did, in Bobai as required by the Regulation. The
Company was awaiting the judgment of the Henan High Court as of the date of this
report. In light of the foregoing, it is unlikely that the Company's planned
acquisition of the assets of Bobai will go forward.
59
Dispute among Qianfeng Shareholders over Raising
Additional Capital
On May 28, 2007, a 91% majority of Qianfeng's shareholders
approved a plan to raise additional capital from private strategic investors
through the issuance of an additional 20,000,000 shares of Qianfeng equity
interests at RMB 2.80 per share. The plan required all existing Qianfeng
shareholders to waive their rights of first refusal to subscribe for the
additional shares. The remaining 9% minority holder of Qianfeng's shares, the
Guizhou Jie'an Company, or Jie'an, did not support the plan and did not agree to
waive its right of first refusal. On May 29, 2007, the majority shareholders
caused Qianfeng to sign an Equity Purchase Agreement with certain investors,
pursuant to which the investors agreed to invest an aggregate of RMB 50,960,000
(approximately $7,475,832) in exchange for 18,200,000 shares, or 21.4%, of
Qianfeng's equity interests. At the same time, Jie'an also subscribed for
1,800,000 shares, representing its 9% pro rata share of the 20,000,000 shares
being offered. The proceeds from all parties were received by Qianfeng in
accordance with the agreement.
In June 2007, Jie'an brought suit in the High Court of Guizhou
province, China, against Qianfeng and the three other original Qianfeng
shareholders, alleging the illegality of the Equity Purchase Agreement. In its
complaint, Jie'an alleged that it had a right to acquire the shares waived by
the original Qianfeng shareholders and offered to the investors in connection
with the Equity Purchase Agreement. On September 12, 2008, the Guizhou High
Court ruled against Jie'an and sustained the Equity Purchase Agreement, but on
November 2008, Jie'an appealed the Guizhou High Court judgment to the People's
Supreme Court in Beijing. On May 13, 2009, the People's Supreme Court sustained
the original ruling and denied the rights of first refusal of Jie'an over the
additional shares waived by the original Qianfeng's shareholders. The
registration of the new investors as Qianfeng's shareholders and the related
increase in registered capital of Qianfeng with the Administration for Industry
and Commerce are still pending. On January 27, 2010, the strategic investors
brought suit in the High Court of Guizhou Province against Qianfeng alleging
Qianfengs failure to register their equity interest in Qianfeng with the local
AIC and requesting the distribution of their share of Qianfengs dividends.
Dalin was also joined as a co-defendant as it is the majority shareholder and
exercises control over Qianfengs day-to-day operations. The Company does not
expect the strategic investors to prevail because, upon evaluation of the Equity
Purchase Agreement, the Company believes that the Equity Purchase Agreement is
void due to certain invalid pre-conditions and the absence of shareholder
authorization of the initial investment. In the event that Qianfeng is required
to return their original investment amount to the strategic investors, as of
September 30, 2010, Qianfeng has set aside the strategic investors fund along with
RMB 9.35 million (approximately $1.4 million) in accrued interests, and RMB 519,600
(approximately $74,712) for the 1% penalty imposed by the agreement for any
breach. If strategic investors prevail in their suit, Dalin's interests in
Qianfeng may be reduced to approximately 41.3%. The High Court of Guizhou heard
the case on April 8, 2010 and encouraged, and accepted by both parties, to
settle the dispute outside the court but both parties failed to reach a mutual
agreeable term.
On October 14, 2010, the High Court of Guizhou ruled in favor
of the Company and denied the strategic investors right as shareholders of
Qianfeng, as well as their entitlement to the dividends. On October 26, 2010,
the strategic investors appealed to the PRC Superior Court in Beijing on the
ruling and the Company is waiting to hear whether the Court will accept the
appeal.
During the second quarter of 2010, Jiean requested that
Qianfeng register its 1.8 million shares of additional capital infusion with the
local AIC, pursuant to the Equity Purchase Agreement, and such request was
approved by the majority shareholders of Qianfeng in a shareholders meeting held
in the second quarter of 2010. However, the Board of Directors of the Company is
withholding its required ratification of the shareholders approval of Jieans
request until the outcome of the ongoing litigations. If the Company decides to
ratify the approval, Dalins ownership in Qianfeng will be diluted from 54% to
52.54% and Jiean may be entitled to receive its pro rata share of Qianfengs
profits from the prior two years.
Administration Interference
Qianfeng is party to an administrative proceeding against the
government of the Qiandongnan Autonomous Region, or the Qiandongnan Authorities,
in Guizhou Province, China, in connection with the ownership of three of
Qianfeng's entitled eight plasma stations in Guizhou Province. Qianfeng was
authorized to acquire a total of eight plasma stations in Guizhou Province based
on several national and provincial administrative authorizations issued by the
PRC State Council and the Guizhou Ministry of Health between 2006 and 2007, but
to date, the governmental authorizations have not been fully implemented by the
Qiandongnan Authorities. In early 2007, Qianfeng submitted RMB 8,010,000
(approximately $1,173,465) to the local finance department of Sansui County,
Qiandongnan, for acquiring the Sansui Plasma Collection Station (Sansui), but
the local finance department refused to honor the purchase and returned the full
consideration to Qianfeng. Furthermore, subsequent local rulings published by
the Qiandongnan Authorities February 28, 2008 appear to authorize another
private company to acquire the Sansui and two other stations, the Zhengyuan
Plasma Collection Station and the Shibing Plasma Collection Station. In December
2008 Qianfeng filed an administrative review application with the People's
Government of Guizhou Province, or the Guizhou Provincial Government, but the
Guizhou Provincial Government has delayed making a final decision pending
further review of regulations regarding administrative authorizations. Qianfeng
has received verbal notification from staff in the Guizhou Provincial Government
that the Qiandongnan Authorities have withdrawn the local rulings. As a result,
Qianfeng has withdrawn its application with the Guizhou Provincial Government to
facilitate further negotiation with Qiandongnan Authorities on its right to
acquire all eight plasma stations in Guizhou Province.
60
In addition, Qianfeng has set aside the funds necessary to
purchase Sansui pending the outcome of the administrative review. There have
been no further developments on this case as of the date of this report.
Qianfeng's Guarantee to a Third Party
In 2007, as a condition to purchase Huang Ping Plasma Station,
Qianfeng entered into an agreement with Guizhou Zhongxin Investment Company, or
Zhongxin, in which Qianfeng agreed to repay Zhongxin's debt out of Qianfeng's
payables to Zhongxin arising from plasma purchased from Zhongxin. In the same
agreement, Qianfeng also delivered a guarantee to the Huang Ping County
Hospital, the former co-owner of the Huang Ping Plasma Station, that it would
pay RMB3,074,342 (approximately, $451,006) in debt that Zhongxin owed to the
hospital. On June 1, 2009, Huang Ping Hospital brought suit, in the Huang Ping
County People's Court of Guizhou Province, against Zhongxin for non-payment of
its payables and debt due to Huang Ping Hospital and against Qianfeng as the
guarantor. On November 2, 2009, the court ruled in favor of the plaintiff and
Qianfeng as the guarantor became obligated to repay the Zhongxins debt to the
Huang Ping Hospital on behalf of Zhongxin. In October 2009, Qianfeng appealed to
the Middle Court of Kaili District in Guizhou Province which sustained the
original judgment on April 8, 2010. Under the Equity Transfer Agreement pursuant
to which we acquired a 90% interest in Dalin, Qianfeng's majority shareholder,
provides that the sellers will be responsible, based on their pro rata equity
interest in Qianfeng, for damages incurred by Qianfeng from Zhongxin's debt and
that they will repay Dalin their pro rata share of payments made by Qianfeng to
creditors in connection with Zhongxin's debt within 10 days after payment by
Qianfeng. The RMB 3,074,342 contingent liability and proportionate share of the
liability to be recovered from the sellers were properly reflected in the
financials as of December 31, 2009. On June 30, 2010, Qianfeng brought suit
against Zhongxin in the Middle Court of Guiyang City, to recover the full
judgment amount of RMB 3,074,342 plus court fee of RMB 32,340 that Qianfeng has
already paid on behalf of Zhongxin.
On September 13, 2010, Zhongxin counter sued the Company for a
consideration of RMB 500,000 (approximately $74,850) for the alleged loss of its
share of income from the Huang Ping Plasma Station since the Company acquired
the station in April 2007. The Company believes Zhongxins claim is unwarranted
since the Company acquired the station from its rightful owner, the Treasury
Department of Huangpin County, Guizhou Province.
Qianfeng, Huang Ping Plasma Station Business Contract
On January 4, 2009, a supplier to the Huang Ping Plasma
Stations predecessor, Shanghai Dahua Medical Equipment Company, sued the
station and the Company in the Peoples Court of Huang Ping County, Guizhou for
the repayment of an unpaid payable of RMB 885,650, and accrued interest of RMB
191,539, owed by the predecessor of the station. The Court accepted the case and
ruled on June 20, 2010 in favor of the plaintiff and required the Company to
assume the liabilities resulting connection with the Companys acquisition of
the station. The Company has accrued the judgment amount and is in the process
of appealing to the court.
Shandong Taibang Equity Interests
Mr. Zu Ying Du was one of the original equity holders in the
Companys operating subsidiary, Shandong Taibang. Pursuant to a joint venture
agreement, among the original equity holders, Mr. Du was obligated to make a
capital contribution of RMB 20 million (or approximately $2.6 million) for a 25%
interest in Shandong Taibang. Mr. Du made this contribution using funds borrowed
from the Beijing Chen Da Technology Investment Company, or Beijing Chen Da. Mr.
Du failed to repay Beijing Chen Da for his loan of the capital contribution
amount. Mr. Du disputes that the money was due and owing. A Beijing court found
that Beijing Chen Da had given money to Mr. Du but found that the loan agreement
failed to comply with Chinese law. A notice was issued on July 5, 2004 by the
Shenzhen Public Security Bureau Economic Crime Investigation Unit requesting a
stay of the Beijing action pending their investigation into money laundering
relating to the 20 million RMB loan to Zu Ying Du.
Subsequently, Beijing Chen Da entered into an equity transfer
agreement with Mr. Du, pursuant to which Mr. Du's 25% equity interest in
Shandong Taibang was transferred to Beijing Chen Da as repayment of the RMB 20
million debt. This agreement was signed by Mr. Du's brother who held a power of
attorney from Mr. Du. Mr. Du disputes the legitimacy of this transfer and has
argued that his brother, Du Hai Shan, exceeded the scope of the power of
attorney. Mr. Du sued his brother in the court of Jianli County, Hubei province,
relating to the propriety of the brother's actions under the power of attorney.
Initially the county court found in its judgment that the act had exceeded the
scope of the power of attorney. Subsequently the Intermediate Court of Jingzhou
City, Hubei province, ruled on December 10, 2008 to suspend the judgment based
on the grounds that the original court lacked jurisdiction to hear the case. The
case is slated to be reviewed again by the Hubei Jingzhou Intermediate Court.
Missile Engineering, another original equity holder wholly
controlled by Mr. Du, was obligated to contribute RMB 32.8 million (or $4.2
million) for a 41% interest in Shandong Taibang by means of cash, equipment and
patent technology. It was obligated to obtain new drug certificate and production license of its patent technology
from the government within a stipulated period in order to be recognized as a
valid capital contribution, or in the alternative, make a cash payment. The
patent technology was valued as RMB 26.4 million (or approximately $3.4
million). However, Missile Engineering failed to obtain the new drug certificate
and production license within the stipulated period. Mr. Du also disputes
whether the period for obtaining the certificate and license had expired.
Pursuant to a stockholders resolution on September 26, 2004, Missile Engineering
agreed to sell its 41% interest in Shandong Taibang to Up-Wing and Up-Wing
agreed to take up the obligation of Missile Engineering to pay the RMB 26.4
million in cash. Missile Engineering disputes this transaction and sued the
brother of Mr. Du in the court of Jianli County, Hubei province, relating to the
propriety of the brother's actions under the power of attorney. Initially the
county court found in its judgment that the act had exceeded the scope of the
power of attorney. Subsequently the Intermediate Court of Jingzhou City, Hubei
province, ruled on December 10, 2008 to suspend the judgment based on the
grounds that the original court lacked jurisdiction to hear the case. The case
is slated to be reviewed again by the Hubei Jingzhou Intermediate Court.
61
In June 10, 2005, Beijing Chen Da also sold its equity interest
in Shandong Taibang to Up-Wing Investments Limited, or Up-Wing, pursuant to a
share transfer agreement, which became effective on September 2, 2005, upon
approval by the Shandong Provincial Department of Foreign Trade and Economic
Cooperation, or the Shandong COFTEC. In March 2006, Up-Wing sold its equity
interests in Shandong Taibang to Logic Express, the Companys subsidiary.
In 2006, Missile Engineering applied for arbitration before the
China International Economic and Trade Arbitration Commission, or CIETAC, to
challenge the effectiveness of the transfer to Up-Wing Investments Limited, of
the equity interests in Shandong Taibang formerly owned by Missile Engineering.
The equity transfer had been approved by the Shandong Provincial Department of
Foreign Trade and Economic Cooperation, or the Shandong COFTEC. Missile
Engineering later voluntarily withdrew this application and instead applied for
administrative reconsideration of the equity transfer, but this application was
rejected by the Ministry of Commerce in 2007. Missile Engineering applied with
the District Court of Lixia District, Jinan City, Shandong province requesting
revocation of Shandong COFTEC's approval of the equity transfer to Up-wing by
Missile Engineering. Missile Engineering later voluntarily withdrew the action.
In April 2007, Logic Express initiated an arbitration proceeding before the
Shandong Tai'an Arbitration Committee, to establish that Logic Express is the
lawful shareholder of Shandong Taibang. The parties to that proceeding were
Logic Express Ltd. and Shandong Taibang Biological Products Co., Ltd. The
Arbitration Committee's decision on September 6, 2007 confirmed that Logic
Express had legitimate ownership as a result of the transfer of Shandong
Taibang. Up-Wing started an action in the Intermediate Court of Tai'an City,
Shandong province requesting the court to establish that Up-Wing is the lawful
shareholder of Shandong Taibang. The Intermediate Court of Tai'an City, Shandong
province on December 20, 2007 rejected the application on the basis that the
same matter had been tried by the arbitration panel.
Up-Wing filed a defamation case in the District Court of
Hi-technology and Industry Development District, Tai'an City, Shandong province
claiming defamation against Mr. Du and the 21
st
Century Economic
Report Newspaper. Judgment in favor of Up-Wing was rendered on July 22, 2008
ordering the newspaper and Mr. Du to publish an apology to Up-Wing.
Mr. Du and Missile Engineering subsequently filed two actions
in the Intermediate Court of Wuhan City, Hubei province, against Du Hai Shan,
his brother, Beijing Chen Da and Logic Express, requesting that the court
restore the equity interests originally held by the plaintiffs, 25% equity
interest held by Mr. Du and 41% equity interest held by Missile Engineering and
the court issued a preliminary order attaching 66% of the equity of Shandong
Taibang pending the outcome of the case. On September 25, 2009, the Higher
People's Court of Hubei overruled the Wuhan Intermediate Court's acceptance of
jurisdiction over the case and ruled that the Tai'an Intermediate Court in
Shandong Province, where the Company is located, had the proper jurisdiction
over the parties' dispute. The court ruled that while the plaintiffs had the
right to bring a lawsuit for the validity of the share transfer agreement
because they did not attend the previous arbitration hearing and never reached
an arbitration agreement regarding their dispute, the Tai'an Intermediate Court
has the proper jurisdiction over the dispute pursuant to the prior agreement of
the parties. As a result, the attached 66% of the equity of Shandong Taibang was
released. On November 16, 2009, the Wuhan Intermediate Court permitted Mr. Du
and Missile Engineering to withdraw their suits against Logic Express and the
other defendants.
On September 30, 2010, the Company received a notice advising
the Company that the PRC Supreme Court has accepted an appeal for judicial
review of the Hubei High Court ruling dismissing the case. On November 2, 2010,
the Company submitted its counter-argument and related materials to the PRC
Supreme Court and is awaiting the court's ruling. Failure to resolve this
dispute in our favor may adversely affect our business and operations.
Dispute over Raw Plasma Supply Agreement with Xintai
On March 10, 2009, Henan Xintai Medicine Company (previously
known as Henan Zhongtai Medicine, Xintai) brought suit against Shandong
Taibang and its two wholly-owned plasma collecting subsidiaries in Shandong for
breach of a raw plasma supply agreement. The suit was subsequently withdrawn by
Xintai on May 31, 2009. The agreement, signed by Shandong Taibang and Xintai on
October 10, 2006, requires the two subsidiaries to provide to Xintai 45 metric
tons of raw plasma per year from 2007 to 2009. The subsidiaries provided more
than 34 metric tons of plasma to Xintai during 2007. However, the Company ceased
its delivery of plasma to Xintai in late 2007 to avoid contravention of a new
PRC regulation. Clause 43 of an October 31, 2007, PRC State Department
Regulation on Plasma Collection Stations, prohibits plasma collecting stations from providing raw plasma
to any manufacturer other than their direct parent (the Regulation). On March
12, 2009, Shandong Taibang filed a suit in the Shandong Tai'an Middle Court
against Xintai seeking damages of RMB50,000 (approximately, $7,335) for the
plasma already supplied to Xintai during 2007. On June 29, 2009, Xintai re-filed
its suit in the Shandong Tai'an Middle Court against Shandong Taibang and the
two subsidiaries seeking compensation of RMB6,000,000 (approximately, $880,200)
for alleged breach of contract and demanding that Shandong Taibang and the
subsidiaries continue to honor the agreement. On October 20, 2009, the Tai'an
Middle Court combined and heard the two suits and ruled on January 20, 2010 in
favor of Shandong Taibang on all accounts.
62
On February 17, 2010, Xintai appealed to the High Court of
Shandong Province and on August 10, 2010, the High Court remanded the suit to
the Taian Middle Court for retrial on grounds of insufficient evidence.
On November 8, 2010, the Company and Xintai reached an out of
court settlement whereby Shandong Taibang agreed to pay Xintai RMB 4,000,000
(approximately $598,800), payable on or before November 22, 2010, and RMB 43,950
(approximately $6,430) in court costs. The Company has included the costs of its
settlement agreement with Xintai under legal expenses as of September 30, 2010.
ITEM 1A. RISK FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. (REMOVED AND RESERVED).
ITEM 5. OTHER INFORMATION.
We have no information to disclose that was required to be in a
report on Form 8-K during the period covered by this report, but was not
reported. There have been no material changes to the procedures by which
security holders may recommend nominees to our board of directors.
ITEM 6. EXHIBITS.
The following exhibits are filed as part of this report or
incorporated by reference:
63
SIGNATURES
In accordance with Section 13 or
15(d) of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: November 15, 2010
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CHINA BIOLOGIC PRODUCTS, INC.
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|
|
|
By:
/s/ Chao Ming
Zhao
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Chao Ming Zhao, Chief Executive Officer
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(Principal Executive Officer)
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|
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By:
/s/ Y. Tristan
Kuo
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Y. Tristan Kuo, Chief Financial Officer
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(Principal Financial Officer and
Principal
|
|
Accounting Officer)
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64
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