DELAWARE
|
13-4306188
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
I.R.S. Employer
Identification No.
|
|
2275 Research Blvd., Suite 500
Rockville, Maryland 20850
|
||
(Address of Principal Executive Offices, Zip Code)
|
||
(301) 840-3888
|
||
(Registrant’s Telephone Number, Including Area Code)
|
Large accelerated filer o
|
Accelerated filer x
|
Non-accelerated filer o
|
Smaller reporting company o
|
1
|
|
12
|
|
24
|
|
24
|
|
PART II
|
|
25
|
|
25
|
|
25
|
|
25
|
|
25
|
|
25
|
|
25
|
|
26
|
December 31, 2011
|
March 31, 2011
|
|||||||
unaudited
|
audited
|
|||||||
(in thousands,
except share par value)
|
||||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
45,776
|
$
|
48,741
|
||||
Restricted cash
|
28,531
|
37,690
|
||||||
Accounts receivable, net of allowance of $13,192 and $8,779, respectively
|
55,264
|
46,021
|
||||||
Inventories
|
54,372
|
67,372
|
||||||
Due from related parties
|
8,663
|
13,708
|
||||||
Income tax receivable
|
269
|
259
|
||||||
Receivable from assets disposal
|
1,378
|
1,714
|
||||||
Prepaid expenses and other current assets
|
16,195
|
11,562
|
||||||
Deferred tax assets
|
14,638
|
20,922
|
||||||
Total current assets
|
225,086
|
247,989
|
||||||
Property, plant and equipment, net
|
118,298
|
109,811
|
||||||
Land use rights, net
|
9,561
|
6,096
|
||||||
Intangible assets, net
|
3,168
|
3,140
|
||||||
Restricted cash
|
20,997
|
—
|
||||||
Other assets
|
1,303
|
4,022
|
||||||
Deferred tax assets
|
28,667
|
27,646
|
||||||
TOTAL ASSETS
|
$
|
407,080
|
$
|
398,704
|
||||
LIABILITIES AND EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Short-term debt
|
$
|
94,165
|
$
|
124,281
|
||||
Long-term debt due within one year
|
58,404
|
38,131
|
||||||
Accounts payable
|
54,586
|
52,923
|
||||||
Due to related parties
|
1,675
|
2,330
|
||||||
Advances from customers
|
6,366
|
4,890
|
||||||
Other current liabilities
|
34,627
|
25,913
|
||||||
Total current liabilities
|
249,823
|
248,468
|
||||||
Long-term debt
|
55,739
|
62,722
|
||||||
Deferred revenue
|
4,438
|
4,456
|
||||||
Capital lease obligations
|
5,741
|
5,540
|
||||||
Other long-term liabilities
|
1,855
|
1,592
|
||||||
Total liabilities
|
317,596
|
322,778
|
||||||
Equity:
|
||||||||
Synutra International, Inc. stockholders’ equity
|
||||||||
Common stock, $.0001 par value: 250,000 authorized; 57,301 and 57,301 issued and outstanding at December 31, 2011 and March 31, 2011, respectively
|
6
|
6
|
||||||
Additional paid-in capital
|
135,440
|
135,440
|
||||||
Accumulated deficit
|
(79,142
|
)
|
(88,357
|
)
|
||||
Accumulated other comprehensive income
|
32,088
|
28,204
|
||||||
Total Synutra common stockholders’ equity
|
88,392
|
75,293
|
||||||
Noncontrolling interest
|
1,092
|
633
|
||||||
Total equity
|
89,484
|
75,926
|
||||||
TOTAL LIABILITIES AND EQUITY
|
$
|
407,080
|
$
|
398,704
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
December 31,
|
December 31,
|
||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
(in thousands, except earnings per share)
|
||||||||||||||||
Net sales
|
$
|
114,362
|
$
|
44,233
|
$
|
257,172
|
$
|
169,222
|
||||||||
Cost of sales
|
67,078
|
39,211
|
151,810
|
108,943
|
||||||||||||
Gross profit
|
47,284
|
5,022
|
105,362
|
60,279
|
||||||||||||
Selling and distribution expenses
|
12,619
|
12,714
|
37,408
|
37,551
|
||||||||||||
Advertising and promotion expenses
|
7,588
|
10,451
|
22,638
|
35,107
|
||||||||||||
General and administrative expenses
|
7,365
|
6,130
|
20,616
|
20,576
|
||||||||||||
Impairment of goodwill
|
—
|
—
|
—
|
1,440
|
||||||||||||
Other operating income, net
|
1,721
|
173
|
1,901
|
484
|
||||||||||||
Income (loss) from operations
|
21,433
|
(24,100
|
)
|
26,601
|
(33,911
|
)
|
||||||||||
Interest expense
|
3,841
|
2,626
|
11,125
|
7,401
|
||||||||||||
Interest income
|
481
|
187
|
1,404
|
432
|
||||||||||||
Other income (expense), net
|
(509
|
)
|
73
|
63
|
298
|
|||||||||||
Income (loss) before income tax expense (benefit)
|
17,564
|
(26,466
|
)
|
16,943
|
(40,582
|
)
|
||||||||||
Income tax expense (benefit)
|
7,162
|
(5,920
|
)
|
7,370
|
(8,922
|
)
|
||||||||||
Net income (loss)
|
10,402
|
(20,546
|
)
|
9,573
|
(31,660
|
)
|
||||||||||
Net income (loss) attributable to the noncontrolling interest
|
116
|
(67
|
)
|
358
|
(131
|
)
|
||||||||||
Net income (loss) attributable to Synutra International, Inc. common stockholders
|
$
|
10,286
|
$
|
(20,479
|
)
|
$
|
9,215
|
$
|
(31,529
|
)
|
||||||
Earnings (loss) per share – basic
|
$
|
0.18
|
$
|
(0.36
|
)
|
$
|
0.16
|
$
|
(0.56
|
)
|
||||||
Earnings (loss) per share – diluted
|
$
|
0.18
|
$
|
(0.36
|
)
|
$
|
0.16
|
$
|
(0.56
|
)
|
||||||
Weighted average common shares outstanding – basic
|
57,301
|
57,301
|
57,301
|
56,201
|
||||||||||||
Weighted average common shares outstanding – diluted
|
57,301
|
57,301
|
57,301
|
56,201
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
December 31,
|
December 31,
|
||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
(in thousands)
|
||||||||||||||||
Net income (loss)
|
$
|
10,402
|
$
|
(20,546
|
)
|
$
|
9,573
|
$
|
(31,660
|
)
|
||||||
Currency translation adjustments
|
962
|
1,125
|
3,900
|
3,331
|
||||||||||||
Total comprehensive income (loss)
|
11,364
|
(19,421
|
)
|
13,473
|
(28,329
|
)
|
||||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
120
|
(63
|
)
|
374
|
(120
|
)
|
||||||||||
Comprehensive income (loss) attributable to Synutra International, Inc. common stockholders
|
$
|
11,244
|
$
|
(19,358
|
)
|
$
|
13,099
|
$
|
(28,209
|
)
|
Synutra International, Inc. Common Stockholders
|
||||||||||||||||||||||||||||
Common Stock
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Additional paid-in capital
|
Retained earnings (accumulated deficit)
|
Accumulated other comprehensive income
|
Noncontrolling Interest
|
Total equity
|
||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||||||
Balance, March 31, 2010
|
54,001
|
$
|
5
|
$
|
76,607
|
$
|
(48,289
|
)
|
$
|
24,015
|
$
|
593
|
$
|
52,931
|
||||||||||||||
Net loss
|
—
|
—
|
—
|
(31,529
|
)
|
—
|
(131
|
)
|
(31,660
|
)
|
||||||||||||||||||
Issuance of common stock
|
3,300
|
1
|
58,833
|
—
|
—
|
—
|
58,834
|
|||||||||||||||||||||
Currency translation adjustments
|
—
|
—
|
—
|
—
|
3,320
|
11
|
3,331
|
|||||||||||||||||||||
Other
|
—
|
—
|
—
|
—
|
—
|
112
|
112
|
|||||||||||||||||||||
Balance, December 31, 2010
|
57,301
|
$
|
6
|
$
|
135,440
|
$
|
(79,818
|
)
|
$
|
27,335
|
$
|
585
|
$
|
83,548
|
||||||||||||||
Balance, March 31, 2011
|
57,301
|
$
|
6
|
$
|
135,440
|
$
|
(88,357
|
)
|
$
|
28,204
|
$
|
633
|
$
|
75,926
|
||||||||||||||
Net income
|
—
|
—
|
—
|
9,215
|
—
|
358
|
9,573
|
|||||||||||||||||||||
Currency translation adjustments
|
—
|
—
|
—
|
—
|
3,884
|
16
|
3,900
|
|||||||||||||||||||||
Other
|
—
|
—
|
—
|
—
|
—
|
85
|
85
|
|||||||||||||||||||||
Balance, December 31, 2011
|
57,301
|
$
|
6
|
$
|
135,440
|
$
|
(79,142
|
)
|
$
|
32,088
|
$
|
1,092
|
$
|
89,484
|
Nine Months Ended December 31,
|
||||||||
2011
|
2010
|
|||||||
(in thousands)
|
||||||||
Operating activities:
|
||||||||
Net income (loss)
|
$
|
9,573
|
$
|
(31,660
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||
Amortization of debt issuance costs
|
—
|
175
|
||||||
Depreciation and amortization
|
8,611
|
7,834
|
||||||
Bad debt expense
|
6,709
|
2,679
|
||||||
Goodwill and intangible asset impairment
|
—
|
1,700
|
||||||
Loss (gain) on disposal of property, plant and equipment
|
269
|
(10
|
)
|
|||||
Deferred income tax
|
7,191
|
18
|
||||||
Other compensation expense
|
85
|
112
|
||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
(14,103
|
)
|
(20,579
|
)
|
||||
Inventories
|
15,629
|
(16,275
|
)
|
|||||
Due from related parties
|
3,884
|
(4,466
|
)
|
|||||
Prepaid expenses and other current assets
|
(12,101
|
)
|
(3,225
|
)
|
||||
Prepaid land use right
|
(3,397
|
)
|
—
|
|||||
Accounts payable
|
595
|
1,186
|
||||||
Due to related parties
|
1,535
|
1,413
|
||||||
Advances from customers
|
1,351
|
2,297
|
||||||
Income tax receivable
|
(29
|
)
|
(8,597
|
)
|
||||
Deferred revenue
|
(198
|
)
|
(104
|
)
|
||||
Other liabilities
|
14,171
|
7,627
|
||||||
Net cash provided by (used in) operating activities
|
$
|
39,775
|
$
|
(59,875
|
)
|
|||
Investing activities:
|
||||||||
Acquisition of property, plant and equipment
|
(10,565
|
)
|
(3,840
|
)
|
||||
Change in restricted cash
|
(9,849
|
)
|
(7,080
|
)
|
||||
Proceeds from assets disposal
|
405
|
8,795
|
||||||
Net cash used in investing activities
|
$
|
(20,009
|
)
|
$
|
(2,125
|
)
|
||
Financing activities:
|
||||||||
Proceeds from short-term debt
|
157,951
|
147,225
|
||||||
Repayment of short-term debt
|
(194,439
|
)
|
(133,197
|
)
|
||||
Proceeds from long-term debt
|
60,494
|
57,491
|
||||||
Repayment of long-term debt
|
(48,555
|
)
|
(67,339
|
)
|
||||
Payment on capital lease obligations
|
—
|
(9,104
|
)
|
|||||
Proceeds from issuance of common stock
|
—
|
62,700
|
||||||
Issuance costs for common stock issuance
|
—
|
(3,866
|
)
|
|||||
Net cash provided by (used in) financing activities
|
$
|
(24,549
|
)
|
$
|
53,910
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
$
|
1,818
|
$
|
1,389
|
||||
Net change in cash and cash equivalents
|
(2,965
|
)
|
(6,701
|
)
|
||||
Cash and cash equivalents, beginning of year
|
$
|
48,741
|
$
|
48,693
|
||||
Cash and cash equivalents, end of year
|
$
|
45,776
|
$
|
41,992
|
||||
Supplemental cash flow information:
|
||||||||
Interest paid
|
10,855
|
6,598
|
||||||
Income tax paid
|
82
|
168
|
||||||
Non-cash investing and financing activities:
|
||||||||
Purchase of property, plant and equipment by accounts payable
|
(650
|
)
|
(372
|
)
|
||||
Assets disposal by other receivable
|
—
|
1,890
|
1.
|
ORGANIZATION AND PRINCIPAL ACTIVITIES
|
2.
|
BASIS OF PRESENTATION
|
3.
|
INVENTORIES
|
December 31, 2011
|
March 31, 2011
|
|||||||
(In thousands)
|
||||||||
Raw materials
|
$
|
36,273
|
$
|
52,817
|
||||
Work-in-progress
|
5,446
|
4,262
|
||||||
Finished goods
|
12,653
|
10,293
|
||||||
Total
|
$
|
54,372
|
$
|
67,372
|
4.
|
DUE FROM (TO) RELATED PARTIES AND RELATED PARTY TRANSACTIONS
|
A.
|
Classification of related party balances by name
|
a.
|
Due from related parties
|
December 31, 2011
|
March 31, 2011
|
|||||||
(In thousands)
|
||||||||
Sheng Zhi Da Dairy Group Corporation
|
$
|
1,872
|
$
|
1,800
|
||||
Beijing Honnete Dairy Co., Ltd.
|
1,101
|
7,419
|
||||||
St. Angel (Beijing) Business Service Co. Ltd.
|
5,690
|
528
|
||||||
Beijing Dongan Hengxin Property Development Co., Ltd.
|
—
|
3,961
|
||||||
Total
|
$
|
8,663
|
$
|
13,708
|
b.
|
Due to related parties
|
December 31, 2011
|
March 31, 2011
|
|||||||
(In thousands)
|
||||||||
Sheng Zhi Da Dairy Group Corporation
|
$
|
1,168
|
$
|
1,639
|
||||
Beijing Honnete Dairy Co., Ltd.
|
500
|
534
|
||||||
Beijing St. Angel Cultural Communication Co., Ltd.
|
7
|
157
|
||||||
Total
|
$
|
1,675
|
$
|
2,330
|
B.
|
Sales to related parties
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
December 31,
|
December 31,
|
||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
(In thousands)
|
||||||||||||||||
Beijing Honnete Dairy Co., Ltd.
|
$
|
163
|
$
|
2,164
|
$
|
1,242
|
$
|
2,598
|
||||||||
Beijing Kelqin Dairy Co., Ltd.
|
—
|
—
|
—
|
23
|
||||||||||||
St. Angel (Beijing) Business Service Co., Ltd.
|
3,679
|
87
|
6,303
|
527
|
||||||||||||
Total
|
$
|
3,842
|
$
|
2,251
|
$
|
7,545
|
$
|
3,148
|
C.
|
Purchases from related parties
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
December 31,
|
December 31,
|
||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
(In thousands)
|
||||||||||||||||
Beijing St. Angel Cultural Communication Co. Ltd.
|
$
|
169
|
$
|
—
|
$
|
169
|
$
|
52
|
5.
|
PREPAID EXPENSES AND OTHER CURRENT ASSETS
|
December 31, 2011
|
March 31, 2011
|
|||||||
(In thousands)
|
||||||||
Prepaid expense
|
$
|
5,664
|
$
|
3,573
|
||||
Prepaid other taxes
|
5,573
|
6,781
|
||||||
Advance to suppliers
|
1,317
|
396
|
||||||
Subsidy receivable
|
1,567
|
—
|
||||||
Other
|
2,074
|
812
|
||||||
Total
|
$
|
16,195
|
$
|
11,562
|
6.
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
December 31, 2011
|
March 31, 2011
|
|||||||
(In thousands)
|
||||||||
Property, plant and equipment, cost:
|
||||||||
Capital lease of building
|
$
|
5,789
|
$
|
5,563
|
||||
Buildings
|
55,437
|
52,686
|
||||||
Plant and machinery
|
81,533
|
78,015
|
||||||
Office equipment and furnishings
|
4,145
|
3,431
|
||||||
Motor vehicles
|
2,739
|
2,606
|
||||||
Others
|
513
|
437
|
||||||
Total cost
|
$
|
150,156
|
$
|
142,738
|
||||
Less: Accumulated depreciation:
|
||||||||
Capital lease of building
|
494
|
371
|
||||||
Buildings
|
11,352
|
8,947
|
||||||
Plant and machinery
|
31,471
|
25,070
|
||||||
Office equipment and furnishings
|
2,622
|
2,139
|
||||||
Motor vehicles
|
1,815
|
1,472
|
||||||
Others
|
415
|
371
|
||||||
Total accumulated depreciation
|
48,169
|
38,370
|
||||||
Construction in progress
|
16,311
|
5,443
|
||||||
Property, plant and equipment, net
|
$
|
118,298
|
$
|
109,811
|
7.
|
DEBT
|
8.
|
OTHER CURRENT LIABILITIES
|
December 31, 2011
|
March 31, 2011
|
|||||||
(In thousands)
|
||||||||
Accrued sales deduction
|
$
|
2,523
|
$
|
3,898
|
||||
Payroll and bonus payables
|
6,865
|
4,907
|
||||||
Accrued selling and marketing expenses
|
1,428
|
1,486
|
||||||
Accrued advertising and promotion expenses
|
16,326
|
11,726
|
||||||
Other tax payable
|
3,250
|
—
|
||||||
Others
|
4,235
|
3,896
|
||||||
Total
|
$
|
34,627
|
$
|
25,913
|
9.
|
INCOME TAXES
|
10.
|
EARNINGS (LOSS) PER SHARE
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
December 31,
|
December 31,
|
||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
(In thousands)
|
||||||||||||||||
Net income (loss) attributable to common stockholders
|
$
|
10,286
|
$
|
(20,479
|
)
|
$
|
9,215
|
$
|
(31,529
|
)
|
||||||
Basic weighted average shares of common stock outstanding
|
57,301
|
57,301
|
57,301
|
56,201
|
||||||||||||
Dilutive potential shares of common stock
|
—
|
—
|
—
|
—
|
||||||||||||
Diluted weighted average shares outstanding
|
57,301
|
57,301
|
57,301
|
56,201
|
||||||||||||
Earnings (loss) per share-basic
|
$
|
0.18
|
$
|
(0.36
|
)
|
$
|
0.16
|
$
|
(0.56
|
)
|
||||||
Earnings (loss) per share-diluted
|
$
|
0.18
|
$
|
(0.36
|
)
|
$
|
0.16
|
$
|
(0.56
|
)
|
11.
|
SEGMENT REPORTING
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
December 31,
|
December 31,
|
||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
(In thousands)
|
||||||||||||||||
NET SALES TO EXTERNAL CUSTOMERS
|
||||||||||||||||
Powdered formula
|
$
|
99,843
|
$
|
20,722
|
$
|
219,115
|
$
|
137,251
|
||||||||
Baby food
|
76
|
107
|
249
|
304
|
||||||||||||
Nutritional ingredients and supplements
|
195
|
108
|
808
|
975
|
||||||||||||
All other
|
14,248
|
23,296
|
37,000
|
30,692
|
||||||||||||
Net sales
|
$
|
114,362
|
$
|
44,233
|
$
|
257,172
|
$
|
169,222
|
||||||||
INTERSEGMENT SALES
|
||||||||||||||||
Powdered formula
|
$
|
—
|
$
|
1
|
$
|
—
|
$
|
1
|
||||||||
Baby food
|
150
|
107
|
330
|
278
|
||||||||||||
Nutritional ingredients and supplements
|
3,325
|
620
|
8,265
|
6,061
|
||||||||||||
All other
|
61
|
724
|
1,200
|
1,615
|
||||||||||||
Intersegment sales
|
$
|
3,536
|
$
|
1,452
|
$
|
9,795
|
$
|
7,955
|
||||||||
GROSS PROFIT
|
||||||||||||||||
Powdered formula
|
$
|
48,674
|
$
|
3,332
|
$
|
104,455
|
$
|
59,031
|
||||||||
Baby food
|
(372
|
)
|
(462
|
)
|
(1,064
|
)
|
(674
|
)
|
||||||||
Nutritional ingredients and supplements
|
(618
|
)
|
(148
|
)
|
(1,374
|
)
|
(877
|
)
|
||||||||
All other
|
(400
|
)
|
2,300
|
3,345
|
2,799
|
|||||||||||
Gross profit
|
$
|
47,284
|
$
|
5,022
|
$
|
105,362
|
$
|
60,279
|
||||||||
Selling and distribution expenses
|
12,619
|
12,714
|
37,408
|
37,551
|
||||||||||||
Advertising and promotion expenses
|
7,588
|
10,451
|
22,638
|
35,107
|
||||||||||||
General and administrative expenses
|
7,365
|
6,130
|
20,616
|
20,576
|
||||||||||||
Impairment of goodwill
|
—
|
—
|
—
|
1,440
|
||||||||||||
Other operating income, net
|
1,721
|
173
|
1,901
|
484
|
||||||||||||
Income (loss) from operations
|
21,433
|
(24,100
|
)
|
26,601
|
(33,911
|
)
|
||||||||||
Interest expense
|
3,841
|
2,626
|
11,125
|
7,401
|
||||||||||||
Interest income
|
481
|
187
|
1,404
|
432
|
||||||||||||
Other income (expense), net
|
(509
|
)
|
73
|
63
|
298
|
|||||||||||
Income (loss) before income tax expense (benefit)
|
$
|
17,564
|
$
|
(26,466
|
)
|
$
|
16,943
|
$
|
(40,582
|
)
|
December 31, 2011
|
March 31, 2011
|
|||||||
(In thousands)
|
||||||||
TOTAL ASSETS
|
||||||||
Powdered formula
|
$
|
400,049
|
$
|
398,801
|
||||
Baby food
|
27,224
|
26,991
|
||||||
Nutritional ingredients and supplements
|
30,371
|
32,637
|
||||||
All other
|
152,959
|
138,385
|
||||||
Intersegment elimination
|
(203,523
|
)
|
(198,110
|
)
|
||||
Total
|
$
|
407,080
|
$
|
398,704
|
12.
|
CONTINGENCIES
|
13.
|
SUBSEQUENT EVENTS
|
o
|
Powdered formula segment: Powdered formula segment covers the sale of powdered infant and adult formula products. Major brands include Super, U-Smart, My Angel and Helanruniu;
|
o
|
Baby food segment: Baby food segment covers the sale of prepared baby food for babies and children. It includes the brand of Huiliduo;
|
o
|
Nutritional ingredients and supplements segment: Nutritional ingredients and supplements segment covers the production and sale of nutritional ingredients and supplements such as chondroitin sulfate, and microencapsulated Docosahexanoic Acid (“DHA”) and Arachidonic Acid (“ARA”).
|
Fiscal Year 2011
|
Fiscal Year 2012
|
|||||||||||||||||||||||||||
Q1
|
Q2
|
Q3
|
Q4
|
Q1
|
Q2
|
Q3
|
||||||||||||||||||||||
Powdered formula segment
|
(in thousands)
|
|||||||||||||||||||||||||||
- Net sales
|
$
|
79,244
|
$
|
37,285
|
$
|
20,722
|
$
|
48,318
|
$
|
40,163
|
*
|
$
|
79,109
|
#
|
$
|
99,843
|
||||||||||||
- Gross profit
|
45,054
|
10,645
|
3,332
|
19,280
|
16,936
|
38,845
|
48,674
|
|||||||||||||||||||||
- Gross margin
|
56.9%
|
28.6%
|
16.1%
|
39.9%
|
42.2%
|
49.1%
|
48.8%
|
|||||||||||||||||||||
Overall
|
||||||||||||||||||||||||||||
- Income (loss) from operations
|
16,290
|
(26,101
|
)
|
(24,100
|
)
|
(6,431
|
)
|
(9,859
|
)
|
15,027
|
21,433
|
·
|
Sales volume of powdered formula products increased to 9,088 tons for the fiscal quarter ended December 31, 2011 from 4,063 tons for the same period in the previous year, due primarily to the recovery from the prematurity event.
|
·
|
The average selling price of our powdered formula products for the fiscal quarter ended December 31, 2011 was $10,986 per ton, compared to $5,100 per ton for the same period in the previous year. The increase in average selling price is mainly due to our fixed discounts to our distributors. Since our sales volume increased as a result of recovery from the prematurity event and the discounts have decreased as a percentage of sales, our average selling price has improved and returned to the level before the prematurity event.
|
·
|
Sales volume of powdered formula products was 21,716 tons for the nine months ended December 31, 2011, compared to 18,870 tons for the same period in the previous year, due primarily to the recovery from the prematurity event since the second quarter of fiscal year 2012.
|
·
|
The average selling price of our powdered formula products for the nine months ended December 31, 2011 was $10,090 per ton from $7,274 per ton for the same period in the previous year. The increase in average selling price is mainly due to our fixed discounts to our distributors. Since our sales volume increased along with our recovery from the prematurity event and the discounts have decreased as a percentage of sales, our average selling price has been improving and has returned to the level before the prematurity event.
|
Nine Months Ended December 31,
|
||||||||
2011
|
2010
|
|||||||
(in thousands)
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
39,775
|
$
|
(59,875
|
)
|
|||
Net cash used in investing activities
|
(20,009
|
)
|
(2,125
|
)
|
||||
Net cash provided by (used in) financing activities
|
(24,549
|
)
|
53,910
|
|||||
Effect of foreign currency translation on cash and cash equivalents
|
1,818
|
1,389
|
||||||
Net cash flow
|
$
|
(2,965
|
)
|
$
|
(6,701
|
)
|
Exhibit Number
|
Description
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
|
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)
|
|
32.2
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)
|
|
101
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets—December 31, 2011 and March 31, 2011, (ii) the Condensed Consolidated Statements of Operation—Three Months and Nine months Ended December 31, 2011 and 2010, (iii) the Condensed Consolidated Statements of Comprehensive Income(Loss)—Three Months and Nine months Ended December 31, 2011 and 2010, (iv) the Condensed Consolidated Statements of Equity—Nine months Ended December 31, 2011 and 2010, (v) the Condensed Consolidated Statements of Cash Flows—Nine months Ended December 31, 2011 and 2010, and (vi) Notes to Condensed Consolidated Financial Statements (unaudited).*
|
*
|
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
|
SYNUTRA INTERNATIONAL, INC.
|
||||||
Date: February 9, 2012
|
By:
|
/s/ Liang Zhang
|
||||
Name:
|
Liang Zhang
|
|||||
Title:
|
Chief Executive Officer and Chairman
|
|||||
By:
|
/s/ Weiguo Zhang
|
|||||
Name:
|
Weiguo Zhang
|
|||||
Title:
|
Interim Chief Financial Officer and President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Synutra International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Liang Zhang
|
|
Name: Liang Zhang
|
|
Title: Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Synutra International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Weiguo Zhang
|
|
Name: Weiguo Zhang
|
|
Title: Interim Chief Financial Officer and President
|
Date: February 9, 2012
|
/s/ Liang Zhang
|
|
Name: Liang Zhang
|
||
Title: Chief Executive Officer
|
Date: February 9, 2012
|
/s/ Weiguo Zhang
|
|
Name: Weiguo Zhang
|
||
Title: Interim Chief Financial Officer and President
|
Basis Of Presentation
|
9 Months Ended |
---|---|
Dec. 31, 2011
|
|
Basis Of Presentation [Abstract] | |
Basis Of Presentation | 2. BASIS OF PRESENTATION The Company is responsible for the unaudited condensed consolidated financial statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. The Company prepared these statements following the requirements of the U.S. Securities and Exchange Commission (the "SEC") for interim reporting. As permitted under those rules, the Company condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. These statements should be read in combination with the consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2011. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Under that assumption, it is expected that assets will be realized and liabilities will be satisfied in the normal course of business. In August 2010, there were several media reports alleging the Company's infant formula products caused symptoms of hormone-triggered sexual prematurity in infants in the Hubei province of China ("prematurity event"). Although the Ministry of Health ("MOH") of China conducted tests on samples of the Company's products and concluded that there was no link between the infant milk powder products and premature development in infants, the Company's business was significantly impacted. As a result, the Company experienced a net loss and negative cash flows from operations in the year ended March 31, 2011. The Company initiated a series of marketing strategies to emphasize close communication with the end customers, including reiterating the safety of formula products on major TV stations, inviting consumers to visit the production plant, after the prematurity event. As a result of the Company's effort, sales order amounts have been increasing quarter by quarter, the Company has returned to profitability and has positive operating cash flow for the fiscal quarters ended September 30, 2011 and December 31, 2011. Considering these facts, the Company regards the going concern assumption as appropriate. The Company will be able to realize its assets and satisfy its liabilities in the normal course of business. As a result, the accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The unaudited condensed consolidated financial statements include the financial statements of Synutra International, Inc. and its subsidiaries, its consolidated variable interest entity, Beijing Shengyuan Huimin Technology Service Co., Ltd., and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year |