Item 2. Managements Discussion and Analysis or Plan of Operation.
FORWARD-LOOKING STATEMENTS
We have included forward-looking statements in this report. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward looking statements. Without limiting the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "estimate", "plan" or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors. Factors that might cause forward-looking statements to differ materially from actual results include, among other things, overall economic and business conditions, demand for the Company's products, competitive factors in the industries in which we compete or intend to compete, natural gas availability and cost and timing, impact and other uncertainties of our future acquisition plans.
GENERAL
Aida Pharmaceuticals Inc. (formerly known as BAS Consulting, Inc.) (the Company) was incorporated in the State of Nevada on December 18, 2002 (inception). The Company attempted to operate as a consulting firm and was not successful. The Company then began to seek an acquisition candidate and on December 8, 2005, we completed and closed the Share Exchange Agreement (the Agreement) dated as of June 1, 2005 by and among BAS Consulting, Inc., Earjoy Group Limited, a British Virgin Islands international business company (Earjoy), and the shareholders of Earjoy (the Earjoy Shareholders). A copy of the Agreement was previously filed as an Exhibit to our Current Report on Form 8-K dated June 1, 2005 as filed with the Securities and Exchange Commission (the SEC) on June 15, 2005.
On March 6, 2006, the Company amended its Articles of Incorporation to change the name of the Company to Aida Pharmaceuticals, Inc. As a result of the acquisition, we now operate the business of AIDA Pharmaceuticals, Inc.
On July 5, 2006, the Company registered 2,500,000 shares of its common stock, $0.001 par value on Form S-8 with the Securities and Exchange Commission. Pursuant to the registration statement, the Company issued 2,000,000 shares to employees and consultants.
The Chinese pharmaceutical industry suffers from a relatively rigorous industrial environment since last year mainly due to the frequent strict regulation policies and personnel change from State Food and Drug Administration of the Peoples Republic of China (SFDA). This negatively affected the sales of the Company in a short term. The new medicine tender system for hospitals in some regions such as some east-south areas of China, in the beginning of 2007 requires the hospitals to purchase medicines and drugs only from the manufacturer of Pharmaceutical rather than distributors, which resulted in sales returns from some distributors.
OUR BUSINESS
AIDA Pharmaceuticals, Inc. has the following subsidiaries:
a)
Earjoy Group Limited, (Earjoy)
b)
Hangzhou Aida Pharmaceutical Co., Ltd (Hangzhou Aida);
c)
Hangzhou Boda Medical Research and Development Co., Ltd. (Boda);
d)
Hainan Aike Pharmaceutical Co., Ltd. (Aike) and;
e)
Changzhou Fangyuan Pharmaceutical Co., Ltd. (Fangyuan)
f)
Shanghai Qiaer Bio-technology Co., Ltd (Qiaer)
Earjoy is an investment holding company.
Hangzhou Aida has been in operation since March 1999 and was established as a limited liability company under the laws of the Peoples Republic of China (PRC) on March 26, 1999. On December 23, 2004, Earjoy entered into a Share Purchase Agreement with Best Nation Investment Co., Ltd. for the acquisition by Earjoy of 100% of all interests in Hangzhou Aida.
Hangzhou Aida is a fully integrated pharmaceutical company engaged in the development, manufacture, marketing, licensing, and distribution of pharmaceutical products primarily in Mainland China. Aida (including its subsidiaries) has a total of nine production lines for the manufacturing of antibiotics, cardiovascular and anti-tumor drugs in various forms, including injectable powder, injectable liquid, capsules, tablets and ointments. All of them have been certified according to the Good Manufacturing Practices (GMP) guidelines issued by the State Food and Drug Administration of the People’s Republic of China (“SFDA”). Hangzhou Aida sells its Category-A antibiotic(Etimicin)under the trademark “Aida” and “PanNuo” etc. All these products are prescription drugs that are sold mainly to the hospitals in Mainland China.
Hangzhou Aidas strategy is to control all facets of its research and development efforts, including formulation development, clinical studies, regulatory submissions and manufacturing. In addition, the company markets its own branded products directly to health care professionals through its Mainland China sales operations. A key element of Hangzhou Aidas business is the development, manufacture and sale of branded pharmaceutical products that incorporate Hangzhou Aidas expertise in research and development and exclusive relationships with raw material suppliers, which provide significant therapeutic advantages over existing competing formulations.
Hangzhou Aida will also work to develop synergistic marketing partnerships in China and around the world in areas such as technology licensing, clinical research, product development, in-licensing and out-licensing of products, co-development and co-marketing agreements.
The headquarters of Hangzhou Aida is located in Hangzhou and Hangzhou Aida specializes in the production of Etimicin powder.
Boda is a wholly owned subsidiary of Hangzhou Aida and engages itself in the research and development of new drugs.
Aike was once a 50% owned subsidiary of Hangzhou Aida. In August 2006, Hangzhou Aida increased its position through an additional direct investment of $568,994 into Hainan Aike and making a $63,222 purchase of the interests held by a third-party institutional shareholder Merlin Green Canada Inc. Thereafter, Hainan Aike became a 60.61% owned subsidiary of the Company. Hangzhou Aida exercises significant influence over Aike by controlling over 60.61% of the voting rights and Aike owns 95% of Yangpu Aike Pharmaceutical Co., Ltd. (Yangpu). Aike specializes in the production of transfusion type of Etimicin AiYi.
Fangyuan is a 66% owned subsidiary of Hangzhou Aida. Fangyuan is sole supplier of the raw material of Etimicin and is also a major producer of the liquid type of Etimicin ChuangCheng.
The Company is capable of producing all types of Etimicin namely, powder, liquid and transfusion and thus has achieved a significant influence in the industry. This is a significant and unique advantage of the Company.
On August 8, 2006, the Company completed and closed the Share Purchase Agreements with Zhejiang Pharmaceutical Co., Ltd., Shanghai Handsome Biotech Co., Ltd and Zhongtuo Times Investment Co., Ltd. respectively. With these agreements, the Company acquired 77.5% of the outstanding shares of Shanghai Qiaer Bio-Technology Co., Ltd collectively.
Qiaer Bio-Tech was founded in 2001 and is located in the Zhangjiang Hi-tech development zone in Shanghai, China. The key product of Qiaer Bio-Tech is rh-Apo21, a pioneering potential biopharmaceutical therapy with genetic engineering techniques used for cancers. Qiaer Bio-Tech has applied for three patents from the Chinese government authority, one of which has been granted with the other two in process. The Phase I clinical trial of rh-Apo2l has been successfully completed and the Phase II clinical trial has been initiated.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We believe the following is among the most critical accounting policies that impact our consolidated financial statements. We suggest that our significant accounting policies, as described in our consolidated financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.
We recognize revenue in accordance with Staff Accounting Bulletin ("SAB") No. 104. All of the following criteria must exist in order for us to recognize revenue:
1. Persuasive evidence of an arrangement exists;
2. Delivery has occurred or services have been rendered;
3. The seller's price to the buyer is fixed or determinable; and
4. Collectibility is reasonably assured.
For fixed-priced refundable contracts, the Company recognizes revenue on a completion basis. Progress payments received/receivables are recognized as revenue only if the specified criteria is achieved, accepted by the customer, confirmed not refundable and continued performance of future research and development services related to the criteria are not required.
We have identified one policy area as critical to the understanding of our consolidated financial statements. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of sales and expenses during the reporting periods. With respect to net realizable value of the Company's accounts receivable, Long-lived assets and inventories, significant estimation judgments are made and actual results could differ materially from these estimates.
For the three and nine months ended September 30, 2007, management of the Company provided a reserve on its accounts receivable to reflect managements expectation on the collectibility of aged accounts receivable. Managements estimation of the reserve on accounts receivable at September 30, 2007 was based on the current facts that there are aged accounts receivable. Management has assessed the customers ability to continue to pay the outstanding invoices timely, and whether their financial position will deteriorate significantly in the future which would result in their inability to pay their debts to the Company.
For the three and nine months ended September 30, 2007, the Company had made no impairments for Long-lived assets. Long-lived assets of the Company are reviewed annually as to whether their carrying value has become impaired, pursuant to the guidelines established in SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". The Company also periodically evaluates the amortization periods of its depreciable assets to determine whether subsequent events and circumstances warrant revised estimates of the useful lives.
Management's estimation whether a provision is needed is based on managements analysis of the current facts of whether potential impairments on the current carrying value of the inventories due to potential obsolescence exist as a result of aged inventories. In making their judgments, management made their estimations of the potential impairments based on the demand for their products in the future and the trends of turnover of the inventories.
While the Company's management currently believes that there is little likelihood that the actual results of their current estimates will differ materially from such current estimates, if the financial position of its customers deteriorates, if there is a significant reduction in the carrying value of its Long-lived assets, or if, customer demand for its products decreases significantly in the near future, the Company could realize significant write downs for uncollectible accounts receivable, impairment of Long-lived assets or slow moving inventories.
Effective January 1, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48"), an interpretation of FASB statement No. 109, Accounting for Income Taxes. The interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of June 30, 2007, the Company does not have a liability for unrecognized tax benefits.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," which provides enhanced guidance for using fair value to measure assets and liabilities. SFAS No. 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS No. 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS No. 157 is effective for financial statements issued in fiscal years beginning after November 15, 2007 and to interim periods within those fiscal years. The Company is currently in the process of evaluating the effect, if any, the adoption of SFAS No. 157 will have on its consolidated results of operations, financial position, or cash flows.
In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities −− Including an amendment of FASB Statement No. 115 (“FAS 159”). FAS 159, which becomes effective for the Company on January 1, 2008. This standard permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. The Company does not anticipate that election, if any, of this fair-value option will have a material effect on the results or operations or consolidated financial position
RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2007 AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2006
The following table sets forth selected statements of income data as a percentage of revenues for the three months indicated.
|
|
|
|
Three Months Ended September 30,
|
|
2007
|
2006
|
|
|
|
Revenues, net
|
100.00%
|
100.00%
|
Cost of goods sold
|
(48.25)%
|
(44.19)%
|
Gross margin
|
51.75%
|
55.81%
|
Selling and distribution
|
(18.82)%
|
(16.73)%
|
General and administrative
|
(13.44)%
|
(18.60)%
|
Research and development
|
(1.01)%
|
(0.65)%
|
Other expense
|
(5.87)%
|
0.21%
|
Income taxes
|
(2.08)%
|
(3.10)%
|
Minority interests
|
(3.49)%
|
(3.86)%
|
Net (loss) income
|
7.04%
|
13.09%
|
Revenues, Cost of Goods Sold and Gross Profit
Revenues for the three months ended September 30, 2007 were $7,373,770 an increase of $349,879 from $7,023,891 for the three months ended September 30, 2006. Compared to the third quarter of 2006, the increase in sales revenues from our group of companies engaging in the production of different types of Etimicin for the third quarter of 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
Companies
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Hangzhou Aida Pharmaceutical
Co., Ltd (Hangzhou Aida) specializes
in the production of Etimicin
powder
|
$
|
2,524,765
|
$
|
2,759,390
|
$
|
(234,625)
|
|
|
|
|
|
|
|
Hainan Aike pharmaceutical
Co., Ltd (Aike) specializes
in the production of Etimicin
transfusion
|
|
3,069,379
|
|
2,838,064
|
|
231,315
|
|
|
|
|
|
|
|
Changzhou Fangyuan Pharmaceutical Co.,
Ltd. (Fangyuan) specializes
in the production of Etimicin
injection
|
|
1,779,626
|
|
1,426,437
|
|
353,189
|
|
|
|
|
|
|
|
TOTAL
|
$
|
7,373,770
|
$
|
7,023,891
|
$
|
349,879
|
For the three months ended September 30, 2007, the sales of Hangzhou Aida decreased by $234,625 or 8.50% as compared to the same period of 2006. The decrease in sales is mainly attributable to the decrease in sales of the Etimicin powder, Aida.
For the three months ended September 30, 2007, the sales of Hainan Aike increased by $231,315 or 8.15% as compared to the same period of 2006. The increase in sales can mainly be accounted for the increase in sales of the Etimicin transfusion product, Aiyi.
For the three months ended September 30, 2007, the sales of Fangyuan increased by $353,189 or 24.76% as compared to the same period of 2006. The increase in sales is mainly attributable to an increase in sales of Etimicin material product.
The cost of goods sold for the third quarter ended June 30, 2007 was $3,557,685 an increase of $454,169 from $3,103,516 for the same period of 2006. The increase in cost of goods sold can be analyzed as follows:
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
Companies
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Hangzhou Aida Pharmaceutical Co. Ltd (Hangzhou Aida) specializes in the production of Etimicin powder
|
$
|
846,239
|
$
|
940,872
|
$
|
(94,633)
|
|
|
|
|
|
|
|
Hainan Aike pharmaceuticalCo. Ltd (Aike) specializesin the production of Etimicin
transfusion
|
|
1,941,099
|
|
1,724,307
|
|
216,792
|
|
|
|
|
|
|
|
Changzhou Fangyuan Pharmaceutical
Ltd. (Fangyuan) specializesin the production of Etimicininjection
|
|
770,347
|
|
438,337
|
|
332,010
|
|
|
|
|
|
|
|
TOTAL
|
$
|
3,557,685
|
$
|
3,103,516
|
$
|
454,169
|
The cost of goods sold of Hangzhou Aida for the three months ended September 30, 2007 decreased by $94,633, or 10.06% compared to $940,872 for the same period in 2006. The decrease in the cost of goods sold can mainly be accounted for by a decrease in sales.
The cost of goods sold of Aike for the three months ended September 30, 2007 increased by $216,792, or 12.57% compared to $1,724,307for the same period in 2006. The increase can mainly be explained by the decrease in sales.
The cost of goods sold of Fangyuan for the three months ended September 30, 2007 increased by $332,010, or 75.74% compared to $438,337 for the same period in 2006.The increase is mainly due to the increase in sales.
Compared to the three months ended September 30, 2006, the percentage gross profit margin for our Company decreased from 55.81% to 51.75% for the third quarter ended June 30, 2007.
Research and Developments
The cost of the research and development for the third quarter of 2007 was 74,514 representing the cost incurred for the clinical trials for Rh-Apo2l by Qiaer, as compared to $45,323 for the third quarter of 2006.
Selling and Distribution
Selling and distribution expenses increased from $1,175,000 for the three months ended September 30, 2006 to $1,387,818 for the same period this year, or a 18.11% increase.
Compared to the same period in 2006, our increase in the expenses was because of the following:
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
Breakdown of Expenses
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Traveling expenses
|
$
|
422,580
|
$
|
523,221
|
$
|
(100,641)
|
Office expenses
|
|
202,815
|
|
210,595
|
|
(7,780)
|
Payroll
|
|
131,087
|
|
52,418
|
|
78,669
|
Conference fees
|
|
76,869
|
|
17,275
|
|
59,594
|
Rent
|
|
83,906
|
|
12,774
|
|
71,132
|
Entertainment
|
|
157,452
|
|
42,368
|
|
115,084
|
Advertising expenses
|
|
17,190
|
|
162,653
|
|
(145,463)
|
Other expenses
|
|
295,919
|
|
153,696
|
|
142,223
|
|
|
|
|
|
|
|
TOTAL
|
$
|
1,387,818
|
$
|
1,175,000
|
$
|
212,818
|
For the three months ended September 30, 2007 traveling expenses and office expenses decreased by $100,641 and 7,780, respectively, compared with the same period last year. The decrease was mainly explained that the Company controlled the traveling and office expenses by effective administration.
For the three months ended September 30, 2007 advertising expenses decreased by $145,463, compared with the same period last year. The decrease was mainly explained that the Company carried out several great advertisements for sales promotion in the third quarter last year and no such great advertisements for the same period this year.
For the three months ended September 30, 2007, the rent expenses of $83,906 incurred for Aike, increased by $71,132, compared to $12,774 for the same period last year.
General and Administrative
General and administrative expenses decreased from $1,306,226 for the three months ended September 30, 2006 to $991,216 for the same period this year, representing a 24.12% decrease. The details of general and administrative expenses for the three months ended September 30, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
Breakdown of Expenses
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Traveling expenses
|
$
|
27,679
|
$
|
49,643
|
$
|
(21,964)
|
Office expenses
|
|
58,945
|
|
46,021
|
|
12,924
|
Payroll
|
|
97,654
|
|
140,111
|
|
(42,457)
|
Conference fees
|
|
19,322
|
|
17,800
|
|
1,522
|
Labor union & education & staff welfare
|
|
132,601
|
|
140,097
|
|
(7,496)
|
Consultancy fees
|
|
70,782
|
|
138,357
|
|
(67,575)
|
Entertainment
|
|
37,810
|
|
24,716
|
|
13,094
|
Depreciation
|
|
119,681
|
|
82,092
|
|
37,589
|
Amortization of intangible assets
|
|
163,064
|
|
452,463
|
|
(289,399)
|
Other expenses
|
|
263,678
|
|
214,926
|
|
48,752
|
|
|
|
|
|
|
|
TOTAL
|
$
|
991,216
|
$
|
1,306,226
|
$
|
(315,010)
|
The consultancy fees which the company pays consultants for their consultation service decreased from $138,357 for the three months ended September 30, 2006 to $70,782 for the same period this year. The decrease was mainly attributable to a decrease of $79,360 in consultation service of Aida in the third quarter this year.
Amortization of intangible assets of $163,064 for the three months ended September 30, 2007 decreased by $289,399 from $452,463 for the same period last year. The decrease was explained by that amortization of deferred expense of $311,044 for the third quarter of 2006. On July 5, 2006, the Company issued 800,000 and 1,200,000 shares of common stock on Form S-8 with the Securities and Exchange Commission to employees and consultants, respectively. The deferred compensation is amortized over the service period.
Depreciation expenses of $119,681 for the three months ended September 30, 2007 increased by $37,589 from $82,092 fot the same period last year. The increase was mainly attributable to an increase of $28,431 in the depreciation expenses for Aida.
Other Income (Expenses)
Other income (expenses) decreased from $14,551 for the three months ended September 30, 2006 to $(433,086) for the same period this year. The other income (expenses) for the three months Ended September 30, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
Breakdown of Other Income (Expenses)
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Interest expense, net
|
$
|
(465,282)
|
$
|
(459,511)
|
$
|
(5,771)
|
Government grants
|
|
46,131
|
|
551,420
|
|
(505,289)
|
Investment income (loss)
|
|
(10,457)
|
|
-
|
|
(10,457)
|
Other (loss) income, net
|
|
(3,478)
|
|
(77,358)
|
|
73,880
|
|
|
|
|
|
|
|
TOTAL
|
$
|
(433,086)
|
$
|
14,551
|
$
|
(447,637)
|
Net Interest expense for the three months ended September 30, 2007 increased slightly by $5,771 from $459,511 for the same period last year.
Government grants of $551,420 for the three months ended September 30, 2006 represented subsidies from the government. such income of $46,131 occurred for the same period this year.
Investment income (loss) of $(10,457) for the three months ended September 30, 2007 was mainly explained that he Company entered into agreement with Hangzhou Handcrafts Cooperate Association to transfer its 10.6% interest in Hangzhou Longde Medicine Machinery Co., Ltd. for $93,199 resulting in a loss of $14,285.And no such income occurred for the same period of 2006.
Income Taxes
Income tax expense was $153,182 for the three months ended September 30, 2007, as compared to $217,720 for the same period last year.
In accordance with the relevant tax laws and regulations of PRC, the corporation income tax rate is 33%. As a Company registered in Hainan, PRC, Aike is entitled a beneficial corporate income tax rate of 15% in accordance with the relevant tax laws in the PRC. Fangyuan enjoys a beneficial tax rate of 15% as it is registered in a national high-tech development zone. According to the relevant laws and regulations of PRC, the preferential tax rate of 15% is applied to companies established in the national high-tech development zone.
In accordance with the relevant taxation laws in the PRC, from the time that a company has its first profitable tax year, a foreign investment company is exempt from corporate income tax for its first two years and is then entitled to a 50% tax reduction for the succeeding three years. And the foreign investment company income tax rate is 27% in Hangzhou, PRC. Since Hangzhou Aida Pharmaceutical Co., Ltd has been a foreign investment company since 2004, so we are entitled to a 50% tax reduction in 2007.
Net (Loss) Income
In the third quarter of 2007, our net income decreased by $400,224 to a net income of $519,061 from $919,285 in the same period in 2006.
RESULTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2007 AS COMPARED TO SIX MONTHS ENDED SEPTEMBER 30, 2006
The following table sets forth selected statements of income data as a percentage of revenues for the nine months indicated.
|
|
|
|
Nine Months Ended September 30,
|
|
2007
|
2006
|
|
|
|
Revenues, net
|
100.00%
|
100.00%
|
Cost of goods sold
|
(52.13)%
|
(49.24)%
|
Gross margin
|
47.87%
|
50.76%
|
Selling and distribution
|
(18.81)%
|
(24.05)%
|
General and administrative
|
(16.09)%
|
(14.73)%
|
Research and development
|
(1.27)%
|
(0.23)%
|
Other income (expense)
|
(5.87)%
|
(0.64)%
|
Income taxes
|
(1.02)%
|
(2.26)%
|
Minority interests
|
(3.01)%
|
(2.10)%
|
Net (loss) income
|
1.78%
|
6.75%
|
Revenues, Cost of Goods Sold and Gross Profit
Revenues for the nine months ended September 30, 2007 were $18,687,283 a decrease of $971,952 from $19,659,235 for the same time last year. Compared to the nine months of 2006, the decrease in sales revenues from our group of companies engaging in the production of different types of Etimicin for the nine months of 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
Companies
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Hangzhou Aida Pharmaceutical Co., Ltd (Hangzhou Aida) specializes in the production of Etimicin powder
|
$
|
5,347,266
|
$
|
6,830,259
|
$
|
(1,482,993)
|
|
|
|
|
|
|
|
Hainan Aike pharmaceutical Co., Ltd (Aike) specializes in the production of Etimicin transfusion
|
|
9,087,966
|
|
9,609,484
|
|
(521,518)
|
|
|
|
|
|
|
|
Changzhou Fangyuan Pharmaceutical Co., Ltd. (Fangyuan) specializes in the production of Etimicin injection
|
|
4,252,051
|
|
3,219,492
|
|
1,032,559
|
|
|
|
|
|
|
|
TOTAL
|
$
|
18,687,283
|
$
|
19,659,235
|
$
|
(971,952)
|
For the nine months ended September 30, 2007, the sales of Hangzhou Aida decreased by $1,482,993 or 21.71% as compared to the same period of 2006. The Chinese pharmaceutical industry suffers from a relatively rigorous industrial environment since last year mainly due to the frequent strict regulation policies and personnel change from SFDA. This negatively affected the sales of the Company in the short term. The new medicine tender system for hospitals in some regions such as some east-south areas of China, in the beginning of 2007 requires the hospitals to purchase medicines and drugs only from the manufacturer of Pharmaceutical rather than distributors, which resulted in sales returns from some distributors. The Company believes after renewal of distribution channel and rapid adaptation to the new system, we can overcome the short period disadvantage. In a view of the long run, the Company will benefit a lot from the restructuring of the industry and government regulation as a well-disciplined and innovative company. Meanwhile, some other Etimicin manufacturers who infringed the patent of Etimicin also created disorder of the market, thus bringing negative impact against the business performance of the company. But with the successful ongoing of the legal action, we believe that those manufacturers will stop producing and selling shortly. We see the recovery of our sales from the second quarter compared with that in the first quarter of this year. We believe that our operation and growth will continue to recover in the coming quarters. We also expect that the commercialization of our new drugs will improve the heavy reliance on Etimicin and lessen the fluctuation of our performance.
For the nine months ended September 30, 2007, the sales of Hainan Aike decreased by $521,518 or 5.43% as compared to the same period of 2006. The decrease in sales can mainly be accounted for the slight decrease in sales of the Etimicin transfusion product, Aiyi.
For the nine months ended September 30, 2007, the sales of Fangyuan increased by $1,032,559 or 32.07% as compared to the same period of 2006. The increase in sales is the result of the intense marketing and promotion programs of a new Etimicin injection product, Chuangcheng. Another reason is the increase in sales of the Etimicin material product.
The cost of goods sold for the nine months ended September 30, 2007 was $9,740,952 an increase of $61,385 from $9,679,567, for the year 2006. The increase in cost of goods sold can be analyzed as follows:
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
Companies
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Hangzhou Aida Pharmaceutical Co. Ltd (Hangzhou Aida) specializes in the production of Etimicin powder
|
$
|
1,677,909
|
$
|
1,959,058
|
$
|
(281,149)
|
|
|
|
|
|
|
|
Hainan Aike pharmaceuticalCo. Ltd (Aike) specializesin the production of Etimicin
transfusion
|
|
5,591,975
|
|
5,955,803
|
|
(363,828)
|
|
|
|
|
|
|
|
Changzhou Fangyuan Pharmaceutical
Ltd. (Fangyuan) specializesin the production of Etimicininjection
|
|
2,471,068
|
|
1,764,706
|
|
706,362
|
|
|
|
|
|
|
|
TOTAL
|
$
|
9,740,952
|
$
|
9,679,567
|
$
|
61,385
|
The cost of goods sold of Hangzhou Aida for the nine months ended September 30, 2007 decreased by $281,149, or 14.35% compared to $1,959,058 for the same period in 2006. The decrease in the cost of goods sold can mainly be accounted for by a decrease in sales by 21.71%.
The cost of goods sold of Aike for the nine months ended September 30, 2007 decreased by $363,828, or 6.11% compared to $5,5955,803 for the same period in 2006. The increase can mainly be explained by the decrease in sales.
The cost of goods sold of Fangyuan for the nine months ended September 30, 2007 increased by $706,362, compared to $1,764,706 for the same period in 2006.The increase is mainly due to the increase in sales.
Compared to the nine months ended September 30, 2006, the percentage gross profit margin for our Company decreased from 50.76% to 47.87% for the same period in 2007.
Research and Developments
The cost of the research and development for the nine months ended September 30, 2007 was 238,159 representing the cost incurred for the clinical trials for Rh-Apo2l by Qiaer, as compared to $45,111 for the same period of 2006.
Selling and Distribution
Selling and distribution expenses decreased from $4,728,989 for the nine months ended September 30, 2006 to $3,515,776 for the same period this year, or a 25.65% decrease.
Compared to the same period in 2006, our decrease in the expenses was because of the following:
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|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
Breakdown of Expenses
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Traveling expenses
|
$
|
1,081,545
|
|
1,713,380
|
$
|
(631,835)
|
Sale commissions
|
|
81,084
|
|
431,207
|
|
(350,123)
|
Office expenses
|
|
632,859
|
|
799,684
|
|
(166,825)
|
Payroll
|
|
343,879
|
|
249,098
|
|
94,781
|
Conference fees
|
|
136,786
|
|
141,647
|
|
(4,861)
|
Rent
|
|
283,638
|
|
105,807
|
|
177,831
|
Entertainment
|
|
351,711
|
|
117,031
|
|
234,680
|
Advertising expenses
|
|
21,873
|
|
566,413
|
|
(544,540)
|
Other expenses
|
|
582,401
|
|
604,722
|
|
(22,321)
|
|
|
|
|
|
|
|
TOTAL
|
$
|
3,515,776
|
$
|
4,728,989
|
$
|
(1,213,213)
|
For the nine months ended September 30, 2007 sale commissions of $81,084 decreased by $350,123, compared with the same period last year. The decrease was due to the decrease in the sales with commissions for Fangyuan.
For the nine months ended September 30, 2007 traveling expenses, office expenses and advertising expenses decreased by $631,835, $166,825 and $544,540 respectively, compared with the same period last year. The decrease was mainly explained that the Company controlled the selling expenses by effective administration.
For the nine months ended September 30, 2007, the rent expenses of $283,638 incurred for the Beijing office , the biggest sales office for Aike, increased by $177,831, compared to $105,807 for the same period last year.
General and Administrative
General and administrative expenses increased from $2,896,205 for the nine months ended September 30, 2006 to $3,006,799 for the same period this year, representing a 3.82% increase. The details of general and administrative expenses For the nine months ended September 30, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
Breakdown of Expenses
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Traveling expenses
|
$
|
203,104
|
$
|
188,765
|
$
|
14,339
|
Office expenses
|
|
157,273
|
|
133,073
|
|
24,200
|
Payroll
|
|
526,580
|
|
422,687
|
|
103,893
|
Conference fees
|
|
42,253
|
|
27,564
|
|
14,689
|
Labor union & education & staff welfare
|
|
590,563
|
|
417,895
|
|
172,668
|
Consultancy fees
|
|
160,150
|
|
245,646
|
|
(85,496)
|
Entertainment
|
|
173,158
|
|
75,770
|
|
97,388
|
Depreciation
|
|
328,248
|
|
230,212
|
|
98,036
|
Amortization of intangible assets
|
|
537,449
|
|
680,617
|
|
(143,168)
|
Other expenses
|
|
288,021
|
|
473,976
|
|
(185,955)
|
|
|
|
|
|
|
|
TOTAL
|
$
|
3,006,799
|
$
|
2,896,205
|
$
|
110,594
|
The labor union expenses & education expenses & staff welfare of $590,563 for the nine months ended September 30, 2007 increased by $172,668 from $417,895 for the same period last year. The increase was explained by the increase in the payroll per staff. And the payroll expenses of $526,580 for the nine months ended September 30, 2007 increased by $103,893 from $422,687 for the same period last year.
Amortization of intangible assets of $537,449 for the nine months ended September 30, 2007 decreased by $143,168 from $680,617 for the same period last year. The decrease was explained by that amortization of deferred expense of $311,044 for the third quarter of 2006. On July 5, 2006, the Company issued 800,000 and 1,200,000 shares of common stock on Form S-8 with the Securities and Exchange Commission to employees and consultants, respectively. The deferred compensation is amortized over the service period.
Depreciation expenses of $328,248 for the nine months ended September 30, 2007 increased by $98,036 from $230,212 for the same period last year. The increase was mainly attributable to an increase of $42,302 in the depreciation expenses for Fangyuan.
Other Income (Expenses)
Other income (expenses) decreased from $(124,625) for the nine months ended September 30, 2006 to $(1,097,792) for the same period this year. The other income (expenses) for the nine months ended September 30, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
Breakdown of other income/(expenses)
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Interest expense, net
|
$
|
(1,180,813)
|
$
|
(1,114,105)
|
$
|
(66,708)
|
Government grants
|
|
95,998
|
|
1,097,724
|
|
(1,001,726)
|
Investment income
|
|
(10,457)
|
|
12,490
|
|
(22,947)
|
Gain on sale of marketable securities
|
|
120,356
|
|
-
|
|
120,356
|
Other (loss) income, net
|
|
(122,876)
|
|
(120,734)
|
|
(2,142)
|
|
|
|
|
|
|
|
TOTAL
|
$
|
(1,097,792)
|
$
|
(124,625)
|
$
|
(973,167)
|
Net Interest expense for the nine months ended September 30, 2007 increased by $66,708 from $1,114,105 for the same period last year. The increase is mainly due to an increase in the interest for the short-term borrowings.
Government grants for the nine months ended September 30, 2007 decreased by $1,001,726 from $1,097,724 for the same period last year. The decrease is due to the decrease in subsidies from the government.
Investment income of $12,490 for the nine months ended September 30, 2006 represented the sold income of 8.33% outstanding shares of Zhejiang Anglikang Pharmaceutical Co., Ltd at a price of $12,490 and the investment income (loss) of $(10,457) for the same period this year was mainly explained that he Company entered into agreement with Hangzhou Handcrafts Cooperate Association to transfer its 10.6% interest in Hangzhou Longde Medicine Machinery Co., Ltd. for $93,199 resulting in a loss of $14,285
Gain on sale of marketable securities of $120,356 for the nine months ended September 30, 2007 represented income from Chinese securities investment and no such income was incurred for the same period last year.
Income Taxes
Income tax expense was $191,349 for the nine months ended September 30, 2007, as compared to $445,047for the same period last year.
In accordance with the relevant tax laws and regulations of PRC, the corporation income tax rate is 33%. As a Company registered in Hainan, PRC, Aike is entitled a beneficial corporate income tax rate of 15% in accordance with the relevant tax laws in the PRC. Fangyuan enjoys a beneficial tax rate of 15% as it is registered in a national high-tech development zone. According to the relevant laws and regulations of PRC, the preferential tax rate of 15% is applied to companies established in the national high-tech development zone.
In accordance with the relevant taxation laws in the PRC, from the time that a company has its first profitable tax year, a foreign investment company is exempt from corporate income tax for its first two years and is then entitled to a 50% tax reduction for the succeeding three years. And the foreign investment company income tax rate is 27% in Hangzhou, PRC. Since Hangzhou Aida Pharmaceutical Co., Ltd has been a foreign investment company since 2004, so we are entitled to a 50% tax reduction in 2007.
Net (loss) Income
For the nine months ended September 30, 2007, our net income decreased by $993,285 to a net income of $333,388 from $1,326,673 in the same period in 2006.
LIQUIDITY AND CAPITAL RESOURCES
Cash
Our cash balance increased by $1,576,484 to $7,693,300 as of September 30, 2007, as compared to $6,116,816 as of December 31, 2006. The increase was mainly attributable to cash in flow of financing activities and depreciation and amortization of $3,058,496 and $1,476,339, respectively, a decrease in accounts receivable of $5,566,175. The increase in cash flow was partially offset by cash out flow of investment activities of $7,940,071, an increase in inventories of $1,319,475, and a decrease in accounts payable of $885,626. The net cash flow was $1,576,484 for the nine months ended September 30, 2007.
Our cash flow from operations amounted to $6,506,533 for the nine months ended September 30, 2007, compared to $579,266 for the same period last year.
Our cash flow used in investing activities amounted to $7,940,071 of which $2,312,740 was issuance of notes receivable. The Company invested $2,578,149 in the deposit for long term investment, invested $1,924,724 in the purchases of plant and equipment and lent to employees $1,279,916.
The net cash used in financing activities amounted to $3,058,496 of which $23,290,420 was the proceeds from short-term debt.
At September 30, 2007, the Company had short-term debt of $29,405,234 of which $22,507,589 was short-term bank borrowings and the remaining $6,897,645 represented notes payable to unrelated parties. The interest for the short-term borrowings varied from 5.3625% to 8.541% per annum whereas the notes payable to unrelated parties is interest free. The Company believes that the cash generated from normal operation will be sufficient to pay off its liabilities as the short-term borrowings and commitments fall due.
Working Capital
Our working capital deficiency increased by $3,099,206
to $8,848,137 at September 30, 2007, as compared to $5,748,931 at December 31, 2006. The increase in working capital deficiency at September 30, 2007 was mainly attributable to our increase in short term debt of $5,489,782 and customer deposits of $727,669 and a decrease in accounts receivable of $5,582,631 offset by the decrease in accounts payable and current portion of long-term debt of $885,627 and $2,385,964 and an increase in cash of $1,576,484, notes receivable of $1,403,648, due from employees of $1,279,915 and inventories of $1,319,475.
The Company currently generates its cash flow through operations and the Company believes that its cash flow generated from operations will be sufficient to sustain operations for the next twelve months. Also, from time to time, the Company may require extra funding through financing activities and investments for expansion. Also, from time to time, the Company may come up with new expansion opportunities for which our management may consider seeking external funding and financing. However, as of September 30, 2007, the Company had no solid plan for additional capital through external funding and financing.