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 March 31, 2012
¨
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|
For the transition period from ______________ to _____________
Commission file number:
000-51312
SHENGTAI PHARMACEUTICAL, INC.
(Exact name of registrant as specified
in its charter)
Delaware
|
|
54-2155579
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Changda Road East, Development
District,
Changle County, Shandong, The People’s
Republic of China
|
|
262400
|
(Address of principal executive offices)
|
|
(Zip Code)
|
011-86-536-2188831
(Registrant’s 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
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
x
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
|
¨
|
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
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY
PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes
¨
No
¨
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding
of each of the issuer’s classes of common stock, as of the latest practicable date.
As of May 11, 2012, there are 9,584,912
shares of $0.001 par value common stock issued and outstanding.
INDEX
|
|
Page
|
|
|
|
PART I.
|
Financial Information (Unaudited)
|
|
|
|
|
|
Item 1. Financial Statements.
|
3
|
|
|
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
25
|
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
|
33
|
|
|
|
|
Item 4. Controls and Procedures.
|
33
|
|
|
|
PART II.
|
Other Information
|
|
|
|
|
|
Item 1. Legal Proceedings.
|
34
|
|
|
|
|
Item 1A. Risk Factors.
|
34
|
|
|
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
|
34
|
|
|
|
|
Item 3. Defaults Upon Senior Securities.
|
34
|
|
|
|
|
Item 4. Mine Safety Disclosures.
|
34
|
|
|
|
|
Item 5. Other Information.
|
34
|
|
|
|
|
Item 6. Exhibits.
|
35
|
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
SHENGTAI PHARMACEUTICAL INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2012
|
|
|
2011
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
Cash & cash equivalents
|
|
$
|
7,375,864
|
|
|
$
|
4,051,349
|
|
Restricted cash
|
|
|
11,988,029
|
|
|
|
8,972,600
|
|
Accounts receivable, net of allowance for doubtful accounts of $1,889,215 and $1,506,470,respectively
|
|
|
9,021,416
|
|
|
|
8,580,973
|
|
Notes receivable
|
|
|
1,847,695
|
|
|
|
2,815,726
|
|
Other receivables
|
|
|
1,867,222
|
|
|
|
8,359,103
|
|
Inventories
|
|
|
26,500,466
|
|
|
|
13,016,399
|
|
Prepayments and other assets
|
|
|
1,475,820
|
|
|
|
2,296,982
|
|
Total current assets
|
|
|
60,076,513
|
|
|
|
48,093,131
|
|
|
|
|
|
|
|
|
|
|
PLANT AND EQUIPMENT, net
|
|
|
80,824,243
|
|
|
|
77,029,157
|
|
|
|
|
|
|
|
|
|
|
CONSTRUCTION IN PROGRESS
|
|
|
1,379,440
|
|
|
|
4,693,018
|
|
|
|
|
|
|
|
|
|
|
EQUITY INVESTMENT
|
|
|
11,207,770
|
|
|
|
9,132,725
|
|
|
|
|
|
|
|
|
|
|
ADVANCE FOR CONSTRUCTION
|
|
|
794,625
|
|
|
|
2,039,929
|
|
|
|
|
|
|
|
|
|
|
INTANGIBLE ASSETS, NET
|
|
|
3,286,698
|
|
|
|
3,251,214
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
157,569,289
|
|
|
$
|
144,239,174
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
7,565,770
|
|
|
$
|
9,508,512
|
|
Accounts payable and accrued liabilities - related party
|
|
|
969,128
|
|
|
|
943,779
|
|
Notes payable - banks
|
|
|
16,740,029
|
|
|
|
11,447,800
|
|
Short term bank loans
|
|
|
60,922,211
|
|
|
|
48,094,740
|
|
Accrued liabilities
|
|
|
471,441
|
|
|
|
917,464
|
|
Other payable
|
|
|
1,680,144
|
|
|
|
2,642,598
|
|
Employee loans
|
|
|
295,130
|
|
|
|
261,938
|
|
Other payable - officer
|
|
|
37,033
|
|
|
|
36,285
|
|
Customer deposit
|
|
|
5,181,193
|
|
|
|
8,954,841
|
|
Taxes payable
|
|
|
1,537,280
|
|
|
|
1,809,093
|
|
Total current liabilities
|
|
|
95,399,357
|
|
|
|
84,617,050
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 2,500,000 shares authorized, no shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.001 par value, 50,000,000 shares authorized, 9,584,912 shares issued and outstanding
|
|
|
9,585
|
|
|
|
9,585
|
|
Additional paid-in capital
|
|
|
21,917,499
|
|
|
|
21,553,499
|
|
Statutory reserves
|
|
|
4,200,399
|
|
|
|
4,068,822
|
|
Retained earnings
|
|
|
26,933,971
|
|
|
|
26,148,801
|
|
Accumulated other comprehensive income
|
|
|
9,108,476
|
|
|
|
7,841,417
|
|
Total stockholders' equity
|
|
|
62,169,931
|
|
|
|
59,622,124
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
157,569,289
|
|
|
$
|
144,239,174
|
|
The accompanying notes are an
integral part of these consolidated financial statements.
SHENGTAI PHARMACEUTICAL INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
(Unaudited)
|
|
THREE MONTHS ENDED MARCH 31
|
|
|
NINE MONTHS ENDED MARCH 31
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET SALES
|
|
$
|
39,803,608
|
|
|
$
|
41,686,161
|
|
|
$
|
122,792,481
|
|
|
$
|
125,375,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF SALES
|
|
|
34,371,199
|
|
|
|
35,258,900
|
|
|
|
109,933,994
|
|
|
|
107,029,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
5,432,409
|
|
|
|
6,427,261
|
|
|
|
12,858,487
|
|
|
|
18,346,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
3,321,269
|
|
|
|
2,491,968
|
|
|
|
8,500,346
|
|
|
|
7,175,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM OPERATIONS
|
|
|
2,111,140
|
|
|
|
3,935,292
|
|
|
|
4,358,141
|
|
|
|
11,171,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE) :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings on equity investment
|
|
|
279,176
|
|
|
|
145,111
|
|
|
|
586,067
|
|
|
|
376,244
|
|
Non-operating income
|
|
|
9,721
|
|
|
|
18,344
|
|
|
|
762,704
|
|
|
|
95,955
|
|
Non-operating expense
|
|
|
(42,230
|
)
|
|
|
(74,914
|
)
|
|
|
(55,955
|
)
|
|
|
(276,766
|
)
|
Interest expense and other charges
|
|
|
(2,214,124
|
)
|
|
|
(785,351
|
)
|
|
|
(4,448,501
|
)
|
|
|
(2,336,043
|
)
|
Interest income
|
|
|
8,692
|
|
|
|
4,682
|
|
|
|
152,883
|
|
|
|
76,716
|
|
Other income (expense) , net
|
|
|
(1,958,765
|
)
|
|
|
(692,129
|
)
|
|
|
(3,002,802
|
)
|
|
|
(2,063,895
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE PROVISION FOR INCOME TAXES
|
|
|
152,375
|
|
|
|
3,243,164
|
|
|
|
1,355,338
|
|
|
|
9,107,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES
|
|
|
54,122
|
|
|
|
937,985
|
|
|
|
438,591
|
|
|
|
2,462,382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
|
98,253
|
|
|
|
2,305,177
|
|
|
|
916,748
|
|
|
|
6,644,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE ITEMS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
387,548
|
|
|
|
153,180
|
|
|
|
1,267,059
|
|
|
|
1,744,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
$
|
485,801
|
|
|
$
|
2,458,357
|
|
|
|
2,183,807
|
|
|
$
|
8,389,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
0.01
|
|
|
$
|
0.24
|
|
|
$
|
0.10
|
|
|
$
|
0.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
9,584,912
|
|
|
|
9,584,912
|
|
|
|
9,584,912
|
|
|
|
9,584,912
|
|
The accompanying notes are an integral part of these consolidated financial statements.
SHENGTAI PHARMACEUTICAL INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
NINE MONTHS ENDED MARCH 31
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
916,748
|
|
|
$
|
6,644,729
|
|
Adjustments to reconcile net income to cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
5,975,092
|
|
|
|
5,336,701
|
|
Amortization
|
|
|
44,533
|
|
|
|
42,103
|
|
Bad debt (reduction) provision
|
|
|
344,745
|
|
|
|
1,031,396
|
|
Share based compensation to employees
|
|
|
-
|
|
|
|
183,480
|
|
Earnings on equity investment
|
|
|
(586,067
|
)
|
|
|
(376,244
|
)
|
Loss on equipment disposal
|
|
|
-
|
|
|
|
112,354
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(578,618
|
)
|
|
|
(3,089,170
|
)
|
Notes receivable
|
|
|
1,029,493
|
|
|
|
580
|
|
Other receivables
|
|
|
6,630,677
|
|
|
|
333,225
|
|
Inventories
|
|
|
(13,198,821
|
)
|
|
|
(2,037,695
|
)
|
Prepayments and other assets
|
|
|
871,121
|
|
|
|
(3,816,540
|
)
|
Accounts payable and accrued liabilities
|
|
|
(6,540,386
|
)
|
|
|
(4,766,881
|
)
|
Accounts payable and accrued liabilities - related party
|
|
|
(2,172
|
)
|
|
|
804,432
|
|
Other payable
|
|
|
(1,019,554
|
)
|
|
|
(328,935
|
)
|
Customer deposit
|
|
|
(3,965,165
|
)
|
|
|
2,358,568
|
|
Taxes payable
|
|
|
(313,292
|
)
|
|
|
139,180
|
|
Net cash (used in) provided by operating activities
|
|
|
(10,391,666
|
)
|
|
|
2,571,283
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Increase in equity investment
|
|
|
(1,260,000
|
)
|
|
|
-
|
|
Purchase plant and equipment
|
|
|
(1,227
|
)
|
|
|
(778,845
|
)
|
Additions to construction in progress
|
|
|
(93,605
|
)
|
|
|
(3,854,359
|
)
|
Increase in land use right
|
|
|
(2,497
|
)
|
|
|
-
|
|
Advances for construction
|
|
|
1,286,740
|
|
|
|
-
|
|
Loan to related party - non-current
|
|
|
-
|
|
|
|
(855,385
|
)
|
Net cash used in investing activities
|
|
|
(70,589
|
)
|
|
|
(5,488,589
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Decrease in restricted cash
|
|
|
(3,015,429
|
)
|
|
|
10,164,504
|
|
Borrowings on notes payable - banks
|
|
|
16,644,915
|
|
|
|
7,340,200
|
|
Principal payments on notes payable - banks
|
|
|
(11,655,000
|
)
|
|
|
(16,178,400
|
)
|
Borrowings on short term bank loans
|
|
|
67,428,994
|
|
|
|
(14,186,060
|
)
|
Principal payments on short term loans
|
|
|
(55,818,165
|
)
|
|
|
18,979,660
|
|
Borrowings on employee loans
|
|
|
31,500
|
|
|
|
106,733
|
|
Principal payments on employee loans
|
|
|
(4,725
|
)
|
|
|
(234,615
|
)
|
Borrowings on long term loans
|
|
|
-
|
|
|
|
4,799,292
|
|
Payments on long term loans
|
|
|
-
|
|
|
|
(4,799,292
|
)
|
Payment on capital lease obligation
|
|
|
-
|
|
|
|
(5,757,404
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
13,612,090
|
|
|
|
234,617
|
|
|
|
|
|
|
|
|
|
|
EFFECTS OF EXCHANGE RATE CHANGE IN CASH
|
|
|
174,680
|
|
|
|
797,971
|
|
|
|
|
|
|
|
|
|
|
INCREASE
DECREASE
IN CASH & CASH EQUIVALENTS
|
|
|
3,324,516
|
|
|
|
(1,884,719
|
)
|
|
|
|
|
|
|
|
|
|
CASH & CASH EQUIVALENTS, beginning of year
|
|
|
4,051,349
|
|
|
|
4,121,541
|
|
|
|
|
|
|
|
|
|
|
CASH & CASH EQUIVALENTS, end of year
|
|
$
|
7,375,864
|
|
|
$
|
2,236,822
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
3,267,775
|
|
|
$
|
1,409,316
|
|
Income taxes paid
|
|
$
|
714,177
|
|
|
$
|
1,719,891
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Decrease of other receivable for acquisition of plant and equipment
|
|
$
|
23,108
|
|
|
$
|
-
|
|
Transfers of construction in progress-related inventory to plant and equipment
|
|
$
|
225,548
|
|
|
$
|
-
|
|
Acquisition of plant and equipment on credit on account
|
|
$
|
4,278,025
|
|
|
$
|
-
|
|
Non-cash long term prepayment transferring into construction in progress
|
|
|
-
|
|
|
|
2,374,374
|
|
Completion of construction-in-progress (transferred to plant and equipment)
|
|
$
|
7,737,709
|
|
|
$
|
2,617,116
|
|
The accompanying notes are an integral part of these consolidated financial statements.
SHENGTAI PHARMACEUTICAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(UNAUDITED)
Note 1 - Organization principal activities
Shengtai Pharmaceutical, Inc, the "Company,”
was incorporated in March 2004 in the State of Delaware. The Company, through its subsidiaries, manufactures and distributes
glucose and starch as pharmaceutical raw materials, other starch products and other glucose products such as corn meals, food and
beverage glucose and dextrin. The Company's business operations are conducted in the People's Republic of China, the "PRC.”
Note 2 – Accounting policies
Accounting principles
In the opinion of management, the accompanying
balance sheets and related interim statements of income and comprehensive income, and cash flows include all adjustments, consisting
only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted
in the United States of America (“U.S. GAAP”). 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 Company’s
2011 Form 10-K filed on October 7, 2011 with the U.S. Securities and Exchange Commission.
Principles of consolidation
The consolidated financial statements of
Shengtai Pharmaceutical, Inc. and its subsidiaries reflect the activities of the parent and its wholly-owned subsidiaries Shengtai
Holding, Inc., “SHI,” and Weifang Shengtai Pharmaceutical Co., Ltd., “Weifang Shengtai.” All material inter-company
transactions and balances have been eliminated in consolidation.
Use of estimates
The preparation of consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Reclassification
Certain reclassification has been made
to the previous year’s financial statements to conform to current year presentation.
Recently issued accounting pronouncements
In September 2011, the FASB issued guidance
on testing goodwill for impairment. The new guidance provides an entity the option to first perform a qualitative assessment to
determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity
determines that this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify
potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit (if any).
If an entity determines that the fair value of a reporting unit is less than its carrying amount, the two-step goodwill impairment
test is not required. The new guidance will be effective for us beginning July 1, 2012.
In June 2011, the FASB issued guidance
on presentation of comprehensive income. The new guidance eliminates the current option to report other comprehensive income and
its components in the statement of changes in equity. Instead, an entity will be required to present either a continuous statement
of net income and other comprehensive income or in two separate but consecutive statements. The new guidance will be effective
for us beginning July 1, 2012 and will have financial statement presentation changes only.
In December 2011, the FASB issued guidance
on offsetting (netting) assets and liabilities. Entities are required to disclose both gross information and net information about
both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject
to an agreement similar to a master netting arrangement. The new guidance is effective for annual periods beginning after January
1, 2013.
Note 3 – Earnings per share
Basic earnings per share are computed based
on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share
is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed
by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning
of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the
average market price during the period.
The components of basic and diluted earnings
per share consisted of the following:
|
|
Three months ended
March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
Net income for earnings per share
|
|
$
|
98,253
|
|
|
$
|
2,305,177
|
|
Weighted average shares used in basic and diluted computation
|
|
|
9,584,912
|
|
|
|
9,584,912
|
|
Earnings per share, basic and diluted:
|
|
$
|
0.01
|
|
|
$
|
0.24
|
|
|
|
Nine months ended
March 31,
|
|
|
|
2012
|
|
|
2011
|
|
Net income for earnings per share
|
|
$
|
916,748
|
|
|
$
|
6,644,729
|
|
Weighted average shares used in basic and diluted computation
|
|
|
9,584,912
|
|
|
|
9,584,912
|
|
Earnings per share, basic and diluted:
|
|
$
|
0.10
|
|
|
$
|
0.69
|
|
The Company’s warrants and stock
options were not included in the calculation of diluted earnings per share for the three and nine months ended March 31, 2012 and
2011 as the effect would be anti-dilutive.
Note 4 - Concentrations of risk
The Company's operations are conducted
solely within the PRC. 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 Chinese economy. The Company's operations
in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America
and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign
currency exchange. 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 others.
The cash deposits in U.S. financial institutions
exceed the amounts insured by the U.S. government. Balances at financial institutions or state owned banks within the PRC are not
covered by insurance. Non-performance by these institutions could expose the Company to losses for amounts in excess of insured
balances. At March 31, 2012 and June 30, 2011, the Company’s bank balances with the banks and cash in hand in PRC amounted
to $19,361,089 and $13,017,076, respectively, which are uninsured and subject to credit risk. The Company has not experienced nonperformance
by these institutions.
For the nine months ended March 31, 2012
and 2011, there were no customers that individually comprised 10% or more of the Company’s total revenues.
There was one customer,Weifang Century-light
Industry Co.,Ltd. that individually comprised 10.51% or $4,183,028 of the Company’s total revenues for the three months ended
March 31, 2012.
For the three and nine months ended March
31, 2011, there were no customers that individually comprised 10% or more of the Company’s total revenues.
There were no one vendor that individually
comprised 10% or more of the Company’s total purchase for the three and nine months ended March 31, 2012 and 2011, respectively
For export sales, the Company frequently
requires significant down payments or letter of credit from its customers prior to shipment. During the year, the Company maintained
export credit insurance to protect the Company against the risk that the overseas customers may default on settlement.
The following table summarizes financial
information for Company’s revenues based on geographic area:
|
|
Three months ended
|
|
|
|
March 31
|
|
|
|
2012
|
|
|
2011
|
|
Revenue
|
|
|
|
|
|
|
|
|
China
|
|
$
|
33,198,462
|
|
|
$
|
30,296,415
|
|
International
|
|
|
6,605,146
|
|
|
|
11,389,746
|
|
Total
|
|
$
|
39,803,608
|
|
|
$
|
41,686,161
|
|
|
|
Nine months ended
|
|
|
|
March 31
|
|
|
|
2012
|
|
|
2011
|
|
Revenue
|
|
|
|
|
|
|
|
|
China
|
|
$
|
101,089,984
|
|
|
$
|
99,795,115
|
|
International
|
|
|
21,702,497
|
|
|
|
25,580,474
|
|
Total
|
|
$
|
122,792,481
|
|
|
$
|
125,375,589
|
|
Note 5 - Restricted cash
The Company through its bank agreements
is required to keep certain amounts on deposit that are subject to withdrawal restrictions. These amounts were $11,988,029 and
$8,972,600 as of March 31, 2012 and June 30, 2011, respectively.
Note 6 - Other receivables
Other receivables include receivables from
unrelated parties for transactions other than sales. Other receivables amounted to $1,867,222 and $8,359,103 as of March 31, 2012
and June 30, 2011, respectively.
The other receivables include Company's
advances to employees to purchase corn of $
982,080 and $6,961,500
as of March 31,2012
and June 30, 2011, respectively. These are advances
to its purchasing department employees
as purchase advances for corn purchases. This amount is 100% secured by the personal assets of Company’s CEO as the guarantee
extended by him.
As of March 31, 2012, the other receivables
balance includes a loan to unrelated third party in the amount of $316,800. The loan will be returned in July bearing interest
rate of 0.15% per month.
Note 7 - Inventories
Inventories are stated at the lower of
cost (weighted average basis) or market and consisted of the following:
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2012
|
|
|
2011
|
|
Raw materials
|
|
$
|
3,302,545
|
|
|
$
|
2,539,104
|
|
Work-in-progress
|
|
|
11,465,543
|
|
|
|
3,203,585
|
|
Finished goods
|
|
|
11,732,378
|
|
|
|
7,273,710
|
|
Total
|
|
$
|
26,500,466
|
|
|
$
|
13,016,399
|
|
The Company reviews its inventory periodically
for possible obsolete goods or to determine if any reserves are necessary. As of March 31, 2012, the Company has determined that
no reserves are necessary.
Note 8 - Prepayments and other assets
Prepayments and other assets mainly represent
partial payments or deposits for inventory and equipment and other purchases and services. As of March 31, 2012, prepayments mainly
represent partial payments or deposits for repairing parts, decorating fee, monitoring system, consulting services, gardening fee,
and other fees.
Note 9 - Plant and equipment and construction-in-progress
Plant and equipment and construction-in-progress
consisted of the following:
|
|
March 31,
2012
|
|
|
June 30,
2011
|
|
Buildings
|
|
$
|
39,480,714
|
|
|
$
|
38,354,966
|
|
Machinery and equipment
|
|
|
78,366,555
|
|
|
|
69,170,960
|
|
Automobile
|
|
|
804,277
|
|
|
|
736,800
|
|
Electronic equipment
|
|
|
789,109
|
|
|
|
611,950
|
|
Construction-in-progress
|
|
|
1,379,440
|
|
|
|
4,693,018
|
|
Total
|
|
|
120,820,095
|
|
|
|
113,567,694
|
|
Accumulated depreciation and amortization
|
|
|
(38,616,412
|
)
|
|
|
(31,845,519
|
)
|
Plant and equipment, net and construction-in-progress
|
|
$
|
82,203,683
|
|
|
$
|
81,722,175
|
|
Construction-in-progress represents the
costs incurred in connection with the construction of buildings or new additions to the Company’s plant facilities. No depreciation
is provided for construction-in-progress until such time as the assets are completed and placed into service. Depreciation expense
for the three months ended March 31, 2012 and 2011 amounted to $2,108,906 and $1,776,286, respectively. Depreciation expense for
the nine months ended March 31, 2012 and 2011 amounted to $5,975,092 and $5,336,701, respectively. Interest costs totaling $17,903
and $252,909 were capitalized into construction-in-progress for the three months ended March 31, 2012 and 2011, respectively. Interest
costs totaling $133,118 and $675,480 were capitalized into construction-in-progress for the nine months ended March 31, 2012 and
2011, respectively.
Note 10 - Equity investment
Equity method investments are recorded
at original cost and adjusted to recognize the Company’s proportionate share of the investee’s net income or losses
and additional contributions made and distributions received. The Company recognizes a loss if it is determined that other
than temporary decline in the value of investment exists. On September 16, 2003, Weifang Shengtai entered into a joint venture
partnership with Weifang City Investment Company and Changle Century Sun Paper Industry Co., Ltd, “Changle Paper,”
and formed Changle Shengshi Redian Co., Ltd, "Changle Shengshi.” Changle Shengshi was incorporated in Weifang
City, Shandong Province, the PRC. Changle Shengshi's principal activity is to produce and sell electricity and steam to Weifang
Shengtai and Changle Paper for the use of their own production. Weifang Shengtai owns 20% of Changle Shengshi and the Company accounts
for this 20% investment under the equity method of accounting.
Summarized financial information of Changle
Shengshi is as follows:
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2012
|
|
|
2011
|
|
Current assets
|
|
$
|
62,650,529
|
|
|
$
|
45,545,505
|
|
Non-current assets
|
|
|
77,556,260
|
|
|
|
71,950,385
|
|
Total assets
|
|
$
|
140,206,789
|
|
|
$
|
117,495,890
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
$
|
86,258,590
|
|
|
$
|
63,492,149
|
|
Non-current liabilities
|
|
|
519,843
|
|
|
|
17,457,647
|
|
Stockholders' equity
|
|
|
53,428,356
|
|
|
|
36,546,094
|
|
Total liabilities and stockholders' equity
|
|
$
|
140,206,789
|
|
|
$
|
117,495,890
|
|
During the nine months ended March 31,
2012, the Company increased investment in Changle Shengshi by 8,000,000 RMB (approximately $1.27 million). Changle Paper increased
its investment proportionately, which resulted in the Company’s 20% investment in the investee.
Note 11 - Advance for construction
Advances amounted to $794,625 and $2,039,929
as of March 31, 2012 and June 30 2011, respectively. Advances for construction are paid to unrelated parties, interest free, and
with no collateral and no guarantee.
Note 12 - Intangible assets
Intangible assets consisted of the following:
|
|
March 31,
2012
|
|
|
June 30,
2011
|
|
Land use rights
|
|
$
|
3,711,721
|
|
|
$
|
3,625,020
|
|
Less: accumulated amortization
|
|
|
(431,563
|
)
|
|
|
(378,696
|
)
|
Land use rights, net
|
|
|
3,280,158
|
|
|
|
3,246,324
|
|
|
|
|
|
|
|
|
|
|
Software
|
|
|
10,888
|
|
|
|
8,181
|
|
Less: accumulated amortization
|
|
|
(4,347
|
)
|
|
|
(3,291
|
)
|
Software, net
|
|
|
6,540
|
|
|
|
4,890
|
|
Total intangible assets, net
|
|
$
|
3,286,698
|
|
|
$
|
3,251,214
|
|
Intangible assets are primarily comprised
of land use rights, which are pledged as collateral for certain bank loans. The Chinese government owns all land in the PRC. However,
the government grants "land use rights" for terms ranging from 20 to 50 years. The Company amortizes the cost of land
use rights over the usage terms using the straight-line method.
Intangible assets are reviewed at least
annually and 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 periods of amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
As of March 31, 2012, the Company determined that there had been no impairment. For the three months ended March 31,2012 and 2011,
amortization expenses for these intangible assets are amounted to $14,992 and $14,154, respectively. For the nine months ended
March 31,2012 and 2011, amortization expenses for these intangible assets are amounted to $44,533 and $42,103, respectively.
The following table consists of the expected
amortization expenses for the next five years:
Years ended March 31,
|
|
Amount
|
|
2012
|
|
$
|
56,000
|
|
2013
|
|
|
56,000
|
|
2014
|
|
|
56,000
|
|
2015
|
|
|
56,000
|
|
2016
|
|
|
56,000
|
|
Thereafter
|
|
|
3,006,698
|
|
Total
|
|
$
|
3,286,698
|
|
Note 13 - 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 value added tax in accordance with Chinese
laws. The standard value added tax rate is 17% of the gross sales price; however, for the Company’s corn, the VAT rate is
13%. A credit is available whereby VAT paid on the purchases of semi-finished products, raw materials used in the production of
the Company's finished products, and payment of freight expenses can be used to offset the VAT due on sales of the finished products.
VAT on sales and VAT on purchases amounted
to $10,158,980 and $11,398,566, respectively, for the three month ended March 31, 2012. VAT on sales and VAT on purchases amounted
to $ 4,963,530 and $5,237,092, respectively, for the three months ended March 31, 2011. VAT on sales and VAT on purchases amounted
to $ 21,235,227 and $23,139,314, respectively, for the nine month ended March 31, 2012. VAT on sales and VAT on purchases amounted
to $ 15,919,087 and $16,013,780, respectively, for the nine months ended March 31, 2011. Sales and purchases are recorded net of
VAT collected and paid as the Company acts as an agent for the Chinese government. VAT taxes are not impacted by the income tax
holiday in the PRC.
Note 14 - Notes payable
Notes payable represents arrangements with
various banks for payments to suppliers, which are normally due within one year. However, these notes can typically be renewed
with the banks on an annual basis. As of March 31,2012 and June 30, 2011, the Company’s notes payables consisted of the following:
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2012
|
|
|
2011
|
|
Bank of China, due various dates form June 2012 to August 2012, and restricted cash required 100% of loan amount, guaranteed by an unrelated third party.
|
|
$
|
3,877,949
|
|
|
$
|
3,094,000
|
|
|
|
|
|
|
|
|
|
|
Sheng Development Bank, due September 2012, and restricted cash required 100% of loan amount, guaranteed by an unrelated third party.
|
|
|
3,168,000
|
|
|
|
3,403,400
|
|
|
|
|
|
|
|
|
|
|
Weifang Bank, due August 2012, and restricted cash required 50% of loan amount, guaranteed by an unrelated third party.
|
|
|
6,336,000
|
|
|
|
4,950,400
|
|
|
|
|
|
|
|
|
|
|
China Merchants Bank, due July 2012, and restricted cash required 100% of loan amount, guaranteed by an unrelated third party.
|
|
|
190,080
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Zhongxin Bank, due September 2012, and restricted cash required 50% of loan amount, guaranteed by an unrelated third party.
|
|
|
3,168,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
16,740,029
|
|
|
$
|
11,447,800
|
|
Note 15 - Short term bank loans
Short term bank loans represent amounts due
to various banks that are normally due within one year. However, these loans can typically be renewed with the banks on an annual
basis. As of March 31, 2012 and June 30, 2011, the Company’s short term bank loans consisted of the following:
|
|
March31,
2012
|
|
|
June 30,
2011
|
|
Loans from Bank of China, due various dates from April 2012 to February 2013; quarterly interest only payments; interest rates ranging from 6.56% to 7.544% per annum, guaranteed by an unrelated third party, unsecured.
|
|
$
|
16,728,611
|
|
|
$
|
20,094,040
|
|
|
|
|
|
|
|
|
|
|
Loans from Industrial and Commercial Bank of China, due various dates from September 2012 to January 2013; monthly interest only payments; interest rates ranging from 6.56% to 7.216% per annum, guaranteed by an unrelated third party and certain collateral, unsecured.
|
|
|
9,028,800
|
|
|
|
10,983,700
|
|
|
|
|
|
|
|
|
|
|
Loan from Agriculture Bank of China, due from September 2012 to November 2012; monthly interest only payments; interest rates ranging from 6.56% to 7.22% per annum, guaranteed by an unrelated third party, unsecured.
|
|
|
6,336,000
|
|
|
|
4,641,000
|
|
|
|
|
|
|
|
|
|
|
Loan from Qingdao Bank, due June 2012, monthly interest only payments; interest rates ranging from 6.56% to 7.544% per annum, guaranteed by an unrelated third party, unsecured.
|
|
|
2,376,000
|
|
|
|
3,094,000
|
|
|
|
|
|
|
|
|
|
|
Loan from Shenzhen Development Bank, due September 2012, monthly interest only payments; interest rate of 6.06% per annum, guaranteed by an unrelated third party, unsecured.
|
|
|
3,484,800
|
|
|
|
3,403,400
|
|
|
|
|
|
|
|
|
|
|
Loan from China Merchants Bank, due April 2012, monthly interest only payments; interest rate ranging from 6.1% to 7.93% per annum, secured by certain properties.
|
|
|
1,584,000
|
|
|
|
3,094,000
|
|
|
|
|
|
|
|
|
|
|
Loan from Zhongxin Bank, due March 2013, monthly interest only payments; interest rate ranging from 6.56% to 7.872% per annum, guaranteed by certain collateral, unsecured
|
|
|
1,584,000
|
|
|
|
1,237,600
|
|
|
|
|
|
|
|
|
|
|
Loan from Bank of Communications, due August 2012, monthly interest only payments; interest rates ranging from 6.56% to 7.544% per annum, guaranteed by an unrelated third party, unsecured
|
|
|
4,752,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Loan from China Construction Bank, due from April 2012 to August 2012, monthly interest only payments; interest rate ranging from 6.1% to 7.32% per annum, guaranteed by certain collateral, unsecured
|
|
|
11,880,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Loan from Minsheng Bank, due October 2012, monthly interest only payments; interest rates ranging from 6.56% to 8.528% per annum, guaranteed by an unrelated third party, unsecured
|
|
|
3,168,000
|
|
|
|
1,547,000
|
|
Total
|
|
$
|
60,922,211
|
|
|
$
|
48,094,740
|
|
Short term bank loan interest expenses,
net of capitalized interest amounted to $1,762,443 and $555,318 for the three months ended March 31,2012 and 2011, respectively.
Short term bank loan interest expenses amounted to $3,505,656 and $2,229,477 for the nine months ended March 31, 2012 and 2011,
respectively.
Note 16 - Employee loans
From time to time, the Company borrows
money from certain employees for cash flow purposes. These loans accrue interest at 9.6%, do not require collateral, and the principal
is due upon demand. Interest expense related to these loans were approximately $7,413 and $6,543 for the three months ended March
31, 2012 and 2011, respectively. Interest expense related to these loans were approximately $20,659 and $20,135 for the nine
months ended March 31, 2012 and 2011, respectively.
Note 17 - Income taxes
Our effective tax rates were approximately
25.51% and 27.04% for the nine months ended March 31, 2012 and 2011, respectively. Our effective tax rate was lower than the U.S.
federal statutory rate primarily due to the fact that our operations are carried out in foreign jurisdictions, which are subject
to lower income tax rates.
Note 18 - Commitments and contingent
liabilities
Guarantees
As of March 31, 2012, the Company had guaranteed
loans on behalf of three unrelated parties. The Company is obligated to perform under the guarantee if those guarantee companies
fail to pay principal and interest payments when due. The maximum potential amount of future undiscounted payments under the guarantee
is $8.34 million for those guarantee companies, including accrued interest. However, the guarantees given by the Company have been
fully secured by their CEO’s personal assets. The Company has not recorded a liability for the guarantee because management
estimates that those companies are current in their payment obligations, and the likelihood of the Company having to make payments
under the guarantee is remote.
Details of guarantee amounts to unrelated
parties as of March 31, 2012 are as follows:
|
|
Short Term
|
|
Company
|
|
Bank Loans
|
|
|
|
|
|
Yuanli Chemical Engineering Inc.
|
|
$
|
4,752,000
|
|
Qingdao Shizhan Technology Co., Ltd
|
|
|
1,584,000
|
|
Weifang Century-Light Industry Co., Ltd
|
|
|
1,584,000
|
|
Total
|
|
$
|
7,920,000
|
|
As of March 31, 2012, Weifang Century-Light
Industry Co., Ltd and Yuanli Chemical Engineering Inc. guaranteed $6,652,800 and $4,752,000 for the Company, respectively.
Litigation
In April 2012, several law firms announced
investigation of the Company in connection with the receipt of a going private proposal from Chairman and Chief Executive Officer
Mr. Liu to acquire common stock at $1.65 per share in cash. To the best of our knowledge, no actions have been filed against the
Company or its current officers and directors as of the date of this quarterly report.
Note 19 - Stockholders’ equity
On November 9, 2010, the Company effected
a 1-for-2 reverse stock split of its issued and outstanding shares of Common Stock; reducing the number of its authorized shares
of Common Stock and Preferred Stock by the same reverse stock split ratio. The reverse stock split and the reduction of the
number of authorized shares of Common Stock and Preferred Stock were authorized by the stockholders of the Company at its annual
general meeting of stockholders held on October 26, 2010. As of November 12, 2010, the outstanding and issued shares were
approximately 9,584,912 shares (prior to the reverse stock split, the number outstanding was 19,169,805), before rounding
up fractional shares. The authorized number of shares of Common Stock was reduced from 100,000,000 to 50,000,000, and the
authorized number of shares of Preferred Stock was reduced from 5,000,000 to 2,500,000. These financial statements have been
adjusted retroactively to reflect the reverse stock split.
In connection with the 1-for-2 reverse
stock split, all outstanding warrants and options will have 1-for-2 reverse split with the exercise price doubled.
Warrants
On May 15, 2007, in connection with the
Share Purchase Agreement, the Company issued 2,187,500 warrants, "Investor Warrants,” which carry an exercise price
of $5.20 and a 5-year term. The Investor Warrants are callable if the Company's shares trade at or above $16.00 per share for 20
consecutive trading days and underlying shares are registered for resale. The Investor Warrants contain standard adjustment provisions
upon stock dividend, stock split, stock combination, recapitalization, and a change of control transaction. During the year ended
June 30, 2008, a total of 97,403 warrants were exercised by three stockholders.
Also in connection with the Share Purchase
Agreement, the Company issued 109,375 warrants, "Placement Agent Warrants,” to Brill Securities, the Placement Agent.
These Placement Agent Warrants have the same terms as the Investor Warrants. These warrants were issued on August 8, 2007.
Concurrent with the offering related to
the Share Purchase Agreement, the Company issued 37,500 warrants to Chinamerica Fund, LLP and 12,500 warrants to Jeff Jenson, collectively,
the "Lead Investor Warrants,” to compensate Chinamerica Fund LLP as the lead investor and Jeff Jenson in assisting in
providing the shell company, West Coast Car Company. These Lead Investor Warrants have the same terms as the Investor Warrants
except that they have an exercise price of $0.02 per share. In June 2008, Jeff Jenson exercised the 12,500 warrants issued to him.
In November 2008, Chinamerica Fund, LLP exercised the 37,500 warrants issued to the fund.
All Investor Warrants, Placement Agent
Warrants and Lead Investor Warrants meet the conditions for equity classification pursuant to ASC 815 (formerly SFAS 133, "Accounting
for Derivatives") and ASC 815 (formerly EITF 00-19, "Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company's Own Stock"). Therefore, these warrants were classified as equity and accounted
for as common stock issuance cost.
|
|
Warrants
Outstanding
|
|
|
Warrants
Exercisable
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Average
Remaining
Contractual
Life
|
|
Outstanding, June 30, 2010
|
|
|
2,199,473
|
|
|
|
2,199,473
|
|
|
$
|
5.20
|
|
|
|
2.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding, June 30, 2011
|
|
|
2,199,473
|
|
|
|
2,199,473
|
|
|
|
5.20
|
|
|
|
1.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding, March 31,2012
|
|
|
2,199,473
|
|
|
|
2,199,473
|
|
|
$
|
5.20
|
|
|
|
0.25
|
|
Stock options
On January 4, 2008, the Company adopted
the "Shengtai Pharmaceutical, Inc. 2007 Stock Incentive Plan,” the "Stock Incentive Plan.” The Company believes
that awards under the Stock Incentive Plan better align the interests of its employees with those of its stockholders. Option awards
are generally granted with an exercise price equal to the fair value of the Company's stock at the date of grant.
On May 14, 2008, the Company granted 250,000
stock options and 80,000 non-qualified stock options pursuant to the Stock Incentive Plan. All options have an exercise price of
$6.68, which was the closing price on the date of grant, and expire five years after the date of grant. All options vest over a
period of three years on a quarterly basis from the date of grant.
The Company uses the Black-Scholes option
pricing model which was developed for use in estimating the fair value of options. Option pricing models require the input of highly
complex and subjective variables, including the expected life of options granted and the Company's expected stock price volatility
over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially
affect the estimated value of the Company's employee stock options, it is management's opinion that the Black-Scholes option valuation
model may not provide an accurate measure of the fair value of the Company's employee stock options and that value may not be indicative
of the fair value observed in a willing buyer/willing seller market transaction.
The assumptions used in calculating the
fair value of options granted in 2008 using the Black-Scholes option pricing model are as follows:
Weighted average risk-free interest rate
|
|
|
3.22
|
%
|
|
|
|
|
|
Expected term
|
|
|
4 years
|
|
|
|
|
|
|
Expected volatility
|
|
|
146
|
%
|
|
|
|
|
|
Expected dividend yield
|
|
|
0
|
%
|
|
|
|
|
|
Weighted average grant-date fair value per option
|
|
$
|
6.68
|
|
The volatility of the Company's common
stock was estimated by management based on the historical volatility; 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 current and expected dividend policy. The fair value of the options was based on the Company\'s
common stock price on the date the options were granted. Because the Company does not have sufficient applicable history of employee
stock options activity, the Company uses the simplified method to estimate the life of the options by taking the sum of the vesting
period and the contractual life and then calculating the midpoint, which is the estimated term of the options.
On June 1, 2010, the Company hired two
directors, Mr. Yaojun Liu and Mr. Fei He. In the Employment Agreements entered into on June 1, 2010 between the Company and each
director, the Company granted each director an option to purchase 40,000 shares of common stock of the Company. The shares vest
over 3 years annually starting June 1, 2010 and terminate on the third anniversary of the date of issuance of this option. The
Company valued the shares at $5.20 per share. The fair values of stock options granted to the two directors were estimated at the
date of grant amounting $165,611 using the Black-Scholes option-pricing model with the following assumptions:
Weighted average risk-free interest rate
|
|
|
2.79
|
%
|
|
|
|
|
|
Expected term
|
|
|
3 years
|
|
|
|
|
|
|
Expected volatility
|
|
|
133
|
%
|
|
|
|
|
|
Expected dividend yield
|
|
|
0
|
%
|
|
|
|
|
|
Weighted average grant-date fair value per option
|
|
$
|
3.00
|
|
The stock option activity was as follows for
the year ended June 30, 2011 and nine months ended March 31, 2012:
|
|
Options
outstanding
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding, June 30, 2010
|
|
|
342,500
|
|
|
$
|
5.95
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
80,000
|
|
|
|
5.20
|
|
|
|
160,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(167,500
|
)
|
|
|
5.35
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, June 30, 2011
|
|
|
255,000
|
|
|
|
5.95
|
|
|
|
1,274,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(40,000
|
)
|
|
|
5.20
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, March 31,2012
|
|
|
215,000
|
|
|
$
|
6.40
|
|
|
$
|
1,118,500
|
|
Following is a summary of the status of options
outstanding at March 31, 2012:
Average Exercise
Price
|
|
|
Outstanding
Options
|
|
|
Average Remaining Contractual Life
|
|
|
Average Exercise
Price
|
|
|
Exercisable
Options
|
|
$
|
6.40
|
|
|
|
215,000
|
|
|
|
4.29
|
|
|
$
|
6.58
|
|
|
|
188,333
|
|
Compensation expense from stock options
recognized for the three and nine months ended March 31,2012 were $0 and $0, respectively. Compensation expense from stock options
recognized for the three and nine months ended March 31, 2011 were $0 and $183,480, respectively. As of March 31, 2012, there is
$55,204 estimated expense with respect to unvested stock-based awards yet to be recognized as an expense over the employee's remaining
weighted average service period.
Reversal of officer's compensation
The Company's CEO agreed to give up his
accrued salaries of $210,000 since April 2010. And the Company's CFO agreed to give up his accrued salaries of $154,000 since March
2010. The total accrued salaries amounting to $364,000 was reversed by increasing additional paid in capital.
Note 20 - Statutory reserves
The laws and regulations of the PRC require
that before a Sino-foreign cooperative joint venture enterprise distributes profits to its partners, it must first satisfy all
tax liabilities, provide for losses in previous years, and make allocations in proportions determined at the discretion of the
board of directors, after the statutory reserves. The statutory reserves include the surplus reserve fund, and the enterprise fund.
These statutory reserves represent restricted retained earnings.
Surplus reserve fund
The Company is required to transfer 10%
of its net income, as determined in accordance with the PRC’s accounting rules and regulations, to a statutory surplus reserve
fund until such reserve balance reaches 50% of the Company’s registered capital. The transfer to this reserve must be made
before distribution of any dividends to stockholders. For the three months ended March 31, 2012 and 2011, the Company transferred
$16,236 and $297,206 to this reserve. For the nine months ended March 31, 2012 and 2011, the Company transferred $131,577 and $754,525
to this reserve. 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.
Pursuant to the Company’s articles
of incorporation, the Company is to appropriate 10% of its net profits as statutory surplus reserve up to $7,500,000. As of March
31, 2012 the Company had appropriated to the statutory reserve approximately $4,200,000.
Enterprise fund
The enterprise fund may be used to acquire
fixed assets or to increase the working capital to expand production and operations of the Company. No minimum contribution is
required and the Company has not made any contribution to this fund as of March 31, 2012.
Note 21 - 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. The Company is required to
make contributions to the state retirement plan at 15% to 20% of the monthly base salaries of all current permanent employees.
The PRC government is responsible for the administration and benefit liability to retired employees. For the three months ended
March 31, 2012 and 2011, the Company made contributions in the amounts of $128,378 and $107,032, respectively, to the Company’s
retirement plan. For the nine months ended March 31, 2012 and 2011, the Company made contributions in the amounts of
$403,242 and $276,038, respectively, to the Company’s retirement plan.
Note 22 - Related party transactions
The Company’s utilities (electricity
and steam) are mostly provided by Changle Shengshi. As of March 31, 2012 and June 30, 2011, the Company’s accounts payable
due to Changle Shengshi was $969,128 and $943,779, respectively, which related to a portion of the Company’s utilities being
provided by Changle Shengshi. The Company’s transaction amounts with Changle Shengshi amounted to approximately $4,293,313
and $4,121,249 for the three months ended March 31, 2012 and 2011, respectively. The Company’s transaction amounts with Changle
Shengshi amounted to approximately $11,626,034 and $11,291,527 for the nine months ended March 31, 2012 and 2011, respectively.
From time to time, the Company borrows
money from Qingtai Liu, the Company’s CEO and President, for cash flow purposes of the Company. The loans do not require
collateral and the principal is due upon demand. Before January 1, 2009, the interest rate was at 7.2% for the first nine months,
and then 10.8% thereafter until the full principal amounts are paid by the Company. After January 1, 2009, the interest rate was
changed to 7.2% for the loan period. Employee loan from officer amounted to $37,033 and $36,285 as of March 31, 2012 and June 30,
2011, respectively. Interest expense related to this loan was approximately $700 and $0 for the three months ended March 31, 2012
and 2011, respectively. Interest expense related to this loan was approximately $2,000 and $0 for the nine months ended March 31,2012
and 2011, respectively.
As of March 31, 2012, the other receivable
includes Company's advances of $982,080 to its purchasing department employees as purchase advances for corn purchases. This amount
is secured by the personal assets of CEO as per guarantee extended by him.
Reversal of officer's compensation
The Company's CEO agreed to give up his
accrued salaries of $210,000 since April 2010. And the Company's CFO agreed to give up his accrued salaries of $154,000 since March
2010. The total accrued salaries amounting to $364,000 was reversed against additional paid in capital.
Note 23 - Subsequent events
In April 2012, the Company obtained a short
term bank loan of $3,326,400 from Industrial and Commercial Bank of China, due January 2013; monthly interest only payments; interest
rates of 7.216% per annum, guaranteed by certain collateral, and unsecured.
In April 2012, the Company obtained a short
term bank loan of $3,326,400 from China Construction Bank, due March 2013; monthly interest only payments; interest rates of 6.56%
per annum, guaranteed by certain collateral, and unsecured.
In April 2012, the Company obtained a short
term bank loan of $3,960,000 from China Construction Bank, due October 2012; monthly interest only payments; interest rates of
6.71% per annum, guaranteed by certain collateral, and unsecured.
In April 2012, the Company obtained a short
term bank loan of $6,652,800 from Bank of China, due October 2012; quarterly interest only payments; interest rates of 6.10% per
annum, guaranteed by certain collateral, and unsecured.
In April 2012, the Company obtained a short
term bank loan $3,168,000 from China Merchants Bank, due April 2013; monthly interest only payments; interest rates ranging from
6.56% to 7.544% per annum, guaranteed by certain collateral, and unsecured.
In April 2012, the Company has paid back
$950,400 short term bank loan from Bank of China.
In April 2012, the Company has paid back
$3,343,811 short term bank loan from Bank of China.
In April 2012, the Company has paid back
$1,584,000 short term bank loan from China Merchants Bank.
In April 2012, the Company has paid back
$3,960,000 short term bank loan from China Construction Bank.
On April 17, 2012, the Company’s Board
of Directors received a preliminary, non-binding proposal (“Proposal”) from its Chairman and Chief Executive Officer,
Mr. Qingtai Liu ("Mr. Liu"). Pursuant to the Proposal, Mr. Liu intends to acquire all of the outstanding shares of the
Company's common stock not currently owned by him and his affiliates in a going private transaction (“Acquisition”)
at a proposed price of $1.65 per share in cash. The Acquisition is intended to be financed with a combination of debt financing
and equity financing. There is currently no arrangement between Mr. Liu and any stockholders of the Company or potential source
of debt or equity financing and Mr. Liu has no commitment with respect to the Acquisition or any other transactions under the Proposal.
A special committee of independent directors
(“Special Committee”) was formed on April 24, 2012 to consider the Proposal. No decision has been made by the Special
Committee as of the date hereof and there is no assurance that any definitive offer will be made, that any agreement will be executed
or that a transaction will be approved or consummated.
Item 2.
Management’s Discussion
and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
The following is a discussion and analysis
of the financial condition and results of operations of Shengtai Pharmaceutical, Inc., the ("Company”) and should be
read in conjunction with the Company’s financial statements and related notes contained in this Form 10-Q. This Form 10-Q
contains forward looking statements that involve risks and uncertainties. You can identify these statements by the use of forward-looking
words such as "may,” "will,” "expect,” "anticipate,” "estimate,” "believe,”
"continue,” or other similar words. You should read statements that contain these words carefully because they discuss
the Company’s future expectations, contain projections of the Company’s future results of operation or financial condition
or state other “forward-looking" information. The Company believes that it is important to communicate its future expectations
to its investors. However, there may be events in the future that the Company is unable to accurately predict or control. Those
events as well as any cautionary language in this Form 10-Q provide examples of risks, uncertainties and events that may cause
the Company’s actual results to differ materially from the expectations the Company describes in its forward-looking statements.
You should be aware that the occurrence of the events described in this Form 10-Q could have a material adverse effect on the Company’s
business, operating results and financial condition. Actual results may differ materially from current expectations.
Overview
We are, through our wholly owned subsidiary,
Shengtai Holding Inc., and its wholly owned subsidiary in the People's Republic of China, the ("PRC”), WeifangShengtai
Pharmaceutical Co., Ltd. (“WeifangShengtai”), a leading manufacturer and supplier of pharmaceutical grade glucose in
the PRC. We believe that we are a market leader and preferred domestic supplier of pharmaceutical grade glucose. We estimate that
we have about over 30% market share in Mainland China. We also manufacture glucose, cornstarch and other products for the food
and beverage industry.
The Company’s cornstarch production
facility has a maximum capacity of 400,000 tons per year. The facility allows us to use self-produced cornstarch to
produce glucose and to be able to ensure the adequacy and quality of the cornstarch we use. Since cornstarch is produced on our
premises, we are able to eliminate costs to ship the cornstarch to our glucose production facility, thus resulting in lower manufacturing
costs.
We have been improving dextrose anhydrous
and animal feeds production lines and building an additional warehouse to store purchased corn. The warehouse was completed
in October 2011 and can be used to store an additional 14,000 tons of corn. As a result, we have successfully expanded our corn
storage from 36,000 tons to 50,000 tons from October 2010 to October 2011. Because corn prices have been increasing since 2009,
the expansion of our warehousing capacity will allow us to store more corn and better control the cost of production.
During the nine months ended March 31,
2012, we used internally 116,900 metric tons of cornstarch to satisfy our own glucose production needs. The excess cornstarch
was or will be sold to outside customers in the pharmaceutical, food and beverage and other industries. Cornstarch sales amounted
to $33.75 million and accounted for 27.49% of our total net sales for the nine months ended March 31, 2012. Our business may be
severely affected by movements in the commodity markets. Corn is the principal raw material for our cornstarch and the price of
cornstarch as a commodity tends to follow the price of corn. Beginning September 2008, corn prices began decreasing due to large
corn harvests. However, by July 2009, corn prices began to increase. This trend continued into fiscal year 2012. Corn prices
for the nine months ended March 31, 2012 were approximately 13.01% higher than for the same period in 2011. While it is hard to
accurately predict the trend of corn prices, we remain focused on improving our pricing ability and maintaining a stable profit.
The Chinese government has been increasing
its effort in controlling corn prices. We believe that these government efforts will continue to have mixed effects on our operations.
Stable corn prices will help maintain the availability of raw materials and tend to stabilize our gross profit margin over time,
although market and economic conditions may have negative effects on our operations.
During the nine months ended March 31,
2012, we sold a total of 98,563 metric tons of glucose, and our sales of pharmaceutical grade glucose and other glucose products
were $56.47 million, or 45.98% of our net sales. During the three months ended March 31, 2012, we sold a total of 31,329
metric tons of glucose, and our sales of pharmaceutical grade glucose and other glucose products were $17.36 million, or 43.62%
of our net sales.
In addition to our pharmaceutical glucose
and cornstarch products, we also produce other products such as dextrin, corn embryo, fibers, and protein power, which are
used for pharmaceutical, food and beverages, and other production purposes. The net sales generated from these products
were $10.22 million and $32.58 million, and constituted approximately 25.67% and 26.53% of our total net sales for the three and
nine months ended March 31, 2012, respectively.
We believe that production capacity and
product quality are key factors in maintaining and improving our competitive position and enhancing our long-term competitiveness.
As a result, we emphasize (i) product quality control, (ii) enhancement of operating efficiency and employee competence, (iii)
expansion of geographical coverage and diversification of customer base and (iv) expansion of our production capacity utilization.
We have a three-tier quality control system
and a well-equipped quality inspection center to ensure timely detection and reprocessing of non-conforming products.
Our glucose production facility passed
GMP inspection and our facilities and many of our products are fully certified for GMP, ISO9001,ISO22000 and HACCP international
quality standards and globally certified Halal, Kosher and NON-GMO IP.
Our sales network presently covers almost
all provinces of Mainland China except the Tibet Autonomous Region.
For the nine months ended March 31, 2012,
we exported products to around 49 countries, with the Netherlands, Korea and Thailand, being the leading importers. For the nine
months ended March 31, 2012, our international sales comprised approximately 17.67% of our total net sales. During the same
period in 2011, our international sales comprised approximately 20.40% of our total net sales. For the three months ended March
31, 2012, our international sales comprised approximately 16.59% of our total net sales. During the same period in 2011, our
international sales comprised approximately 27.32% of our total net sales. Glucose, cornstarch, and other products equal 60.75%,
0.54%, and 38.70% of the total exporting sales for the three months ended March 31, 2012, respectively. Glucose, cornstarch, and
other products equal 47.61%, 0.33%, and 52.05% of the total exporting sales for the nine months ended March 31, 2012, respectively.
Glucose, cornstarch, and other products occupies 59.55%, 7.42%, and 33.03% of the total exporting sales for the three months ended
March 31, 2011, respectively. Glucose, cornstarch, and other products equal 66.42%, 3.35%, and 30.23% of the total exporting
sales for the nine months ended March 31, 2011, respectively.
Our target customers are drug makers, medical
supply companies, medical supply exporters and food and beverage companies. We constantly strive to broaden and diversify our customer
base. We believe that a broader customer base will mitigate our reliance on certain major customers. We believe that a broader
market for our products can increase demand for our products, reduce our vulnerability to market changes and provide additional
areas of growth in the future. For the nine months ended March 31, 2012, our top ten customers accounted for 33.74% of our total
net sales. For the three months ended March 31, 2012, our top ten customers accounted for 41.95% of our total net sales.
Below is list of customers who account
for more than 5% of our net sales.
Three months ended March 31,2012
Customer Name
|
|
AR
|
|
|
Sales
|
|
|
%
|
|
Weifang Century-light Industry Co.,Ltd
|
|
$
|
2,707,120
|
|
|
$
|
4,183,028
|
|
|
|
10.51
|
%
|
Shandong Kaixiang biological chemical Co., LTD
|
|
$
|
(21,422
|
)
|
|
$
|
2,528,079
|
|
|
|
6.35
|
%
|
Qingdao Shizhan Technology Co.,Ltd
|
|
$
|
(507,261
|
)
|
|
$
|
2,464,322
|
|
|
|
6.19
|
%
|
Results of Operations
Three Months Ended March 31, 2012 Compared
with Three Months Ended March 31,2011
The following table shows our operating
results for the three months ended March 31, 2012 and 2011:
|
|
Three months
Ended
March 31,
2012
|
|
|
Three months
Ended
March 31,
2011
|
|
Net Sales
|
|
$
|
39,803,608
|
|
|
$
|
41,686,161
|
|
Cost of Sales
|
|
|
34,371,199
|
|
|
|
35,258,900
|
|
Gross Profit
|
|
|
5,432,409
|
|
|
|
6,427,261
|
|
Selling, General and Administrative Expenses
|
|
|
3,321,269
|
|
|
|
2,491,968
|
|
Income From Operations
|
|
|
2,111,140
|
|
|
|
3,935,293
|
|
Other (Expense), Net
|
|
|
(1,958,765
|
)
|
|
|
(692,129
|
)
|
Income Before Provision For Income Taxes
|
|
|
152,375
|
|
|
|
3,243,162
|
|
Provision For Income Taxes
|
|
|
54,122
|
|
|
|
937,985
|
|
Net Income
|
|
$
|
98,253
|
|
|
$
|
2,305,177
|
|
The following table shows the breakdown
of production and sales by product categories, and between self-use by WeifangShengtai and the sales of cornstarch to third parties,
for the three months ended March 31, 2012 and 2011:
Products
|
|
Metric Tons
Three months
ended
March 31, 2012
|
|
|
Metric Tons
Three months
ended
March 31, 2011
|
|
|
Net Sales (%)
Three months
ended
March 31, 2012
|
|
|
Net Sales (%)
Three months
ended
March 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Glucose–Sales
|
|
|
31,329
|
|
|
|
30,197
|
|
|
$
|
17,363,009(43.62
|
)%
|
|
$
|
16,479,475 (39.53
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cornstarch-Self use
|
|
|
39,899(57.37
|
)%
|
|
|
37,694(51.67
|
)%
|
|
|
|
|
|
|
|
|
Cornstarch-Sales
|
|
|
29,651(42.63
|
)%
|
|
|
35,263(48.33
|
)%
|
|
$
|
12,223,288(30.71
|
)%
|
|
$
|
13,969,076 (33.51
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cornstarch
|
|
|
69,550(100
|
)%
|
|
|
72,957(100
|
)%
|
|
|
|
|
|
|
|
|
Other Sales
|
|
|
25,754
|
|
|
|
|
|
|
$
|
10,217,311(25.67
|
)%
|
|
$
|
11,237,610 (26.96
|
)%
|
Total Sales
|
|
|
|
|
|
|
|
|
|
$
|
39,803,608(100
|
)%
|
|
$
|
46,686,161(100
|
)%
|
Net sales for the three months
ended March 31, 2012 were $39,803,608, a decrease of $ 1,882,553 or 4.52%, compared with the same period in 2011. The
decrease in net sales primarily resulted from decreased sales quantities for the three months ended March 31, 2012, compared
to the same period last year. For the three months ended March 31, 2012 compared to the same period last year, the quantity
of our glucose products sold increased about 3.75%, while the average unit selling price of our glucose products decreased
about 3.51%. For the three months ended March 31, 2012 compared to the same period last year, the quantity of our
cornstarch products sold decreased about 15.92%, while the average unit selling price of our cornstarch products decreased
about 0.94%. For the three months ended March 31, 2012 compared to the same period last year, the quantity of our
other products sold decreased about 19.09%, while the average unit selling price of our other products increased about 5.73%.
The increased unit selling prices are caused by the increased raw material cost during the quarter ended March 31, 2012
compared to the same period last year. The sales quantity decreased mainly because of competition in the market of
cornstarch and other products.
Net sales from exports for the three months
ended March 31, 2012 decreased approximately 42.01 % compared with the same period in 2011. The decrease is mainly attributable
to the decreased sales quantities during the three months ended March 31, 2012 compared to the same period last year. The sales
quantity decreased mainly because of a decrease in demand during the three months ended March 31, 2012.
Cost of sales for the three months ended
March 31, 2012 was $34,371,199, a decrease of $887,701 or 2.52%, compared with the same period in 2011. The decrease in cost of
sales was mainly due to the decrease of sales offset by the increase in the price of corn, our main raw material.
Gross profit for the three months ended
March 31, 2012 was $5,432,409, a decrease of $994,852 or 15.48%, compared with the same period in 2011. The decrease of gross
profit is mainly because the unit selling prices of our products did not increase as fast as the corn prices. Gross profit margin
for the three months ended March 31, 2012 was 13.65%, a decrease from 15.42% for the same period in 2011. The reason for the decrease
of gross profit margin is mainly because the price of corn, our main raw material, increased approximately 10.06% for the three
months ended March 31, 2012 compared to the same period last year whereas the average selling prices did not increase as much.
The Company believes that the market is taking its time to respond to the increased corn prices and will reach a more profitable
price level in the near future. At the same time, the Company believes that the Company’s actions to improve gross profit
margin, such as expanding raw material storage facilities to reduce the impact of fluctuation on the price of our raw materials,
will benefit us in maintaining our profitability.
For the three months ended March 31, 2012,
selling, general and administrative expenses were $3,321,269, an increase of $829,300 or 33.28%, compared to $2,491,968 for the
three months ended March 31, 2011. The selling, general, and administrative expenses increased mainly due to increased shipping
expenses caused by increased gas prices. The Company incurred $0 non-cash stock option expenses for the three months ended March
31, 2012 and 2011, respectively.
Net income for the three months ended March
31, 2012 was $98,253, a decrease of $2,206,924, compared with $2,305,177 for the same period in 2011. The decrease in net income
was primarily attributable to the decreased gross profit and increased interest expenses.
Nine Months Ended March 31, 2012 Compared
with Nine Months Ended March 31,2011
The following table shows our operating
results for the nine months ended March 31, 2012 and 2011:
|
|
Nine months
Ended
March 31,
2012
|
|
|
Nine months
Ended
March 31,
2011
|
|
Net Sales
|
|
$
|
122,792,481
|
|
|
$
|
125,375,589
|
|
Cost of Sales
|
|
|
109,933,994
|
|
|
|
107,029,421
|
|
Gross Profit
|
|
|
12,858,487
|
|
|
|
18,346,168
|
|
Selling, General and Administrative Expenses
|
|
|
8,500,346
|
|
|
|
7,175,162
|
|
Income From Operations
|
|
|
4,358,141
|
|
|
|
11,171,006
|
|
Other Income (Expense), Net
|
|
|
(3,002,802
|
)
|
|
|
(2,063,895
|
)
|
Income Before Provision For Income Taxes
|
|
|
1,355,338
|
|
|
|
9,107,111
|
|
Provision For Income Taxes
|
|
|
438,591
|
|
|
|
2,462,382
|
|
Net Income
|
|
$
|
916,748
|
|
|
$
|
6,644,729
|
|
The following table shows the breakdown
of production and sales by product categories, and between self-use by WeifangShengtai and the sales of cornstarch to third parties,
for the nine months ended March 31, 2012 and 2011:
Products
|
|
Metric Tons
Nine months ended
March 31,
2012
|
|
|
Metric Tons
Nine months ended
March 31,
2011
|
|
|
Net Sales (%)
Nine months ended
March 31,
2012
|
|
|
Net Sales (%)
Nine months ended
March 31,
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Glucose–Sales
|
|
|
98,563
|
|
|
|
102,520
|
|
|
$
|
56,465,602(45.98
|
)%
|
|
$
|
51,316,631 (40.93
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cornstarch-Self use
|
|
|
116,900(59.30
|
)%
|
|
|
111,428(49.77
|
)%
|
|
|
|
|
|
|
|
|
Cornstarch-Sales
|
|
|
80,242(40.70
|
)%
|
|
|
112,465(50.23
|
)%
|
|
$
|
33,749,961(27.49
|
)%
|
|
$
|
42,139,921 (33.61
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cornstarch
|
|
|
197,142(100
|
)%
|
|
|
223,893 (100
|
)%
|
|
|
|
|
|
|
|
|
Other Sales
|
|
|
|
|
|
|
|
|
|
$
|
32,576,917(26.53
|
)%
|
|
$
|
31,919,037 (25.46
|
)%
|
Total Sales
|
|
|
|
|
|
|
|
|
|
$
|
122,792,481(100
|
)%
|
|
$
|
125,375,589 (100
|
)%
|
Net sales for the nine months ended
March 31, 2012 were $122,792,481, a decrease of $2,583,108 or 2.06%, compared with the same period in 2011. The decrease in
net sales primarily resulted from decreased sales quantities for the nine months ended March 31, 2012, compared to the same
period last year. For the nine months ended March 31, 2012 compared to the same period last year, the quantity of our glucose
products sold decreased about 3.86%, while the average unit selling price of our glucose products increased about 8.86%. For
the nine months ended March 31, 2012 compared to the same period last year, the quantity of our cornstarch products sold
decreased about 28.65%, while the average unit selling price of our cornstarch products increased about 6.76%. For the
nine months ended March 31, 2012 compared to the same period last year, the quantity of our other products
sold decreased about 11.78%, while the average unit selling price of our other products increased about 9.77%. The
increased unit selling prices are caused by the increased raw material cost during the quarter ended March 31, 2012 compared
to the same period last year. The sales quantity was affected mainly because of lower market demand as well as the
Company’s efforts to maintain a certain gross profit with the increased corn prices.
Net sales from
exports for the nine months ended March 31, 2012 decreased approximately 15.16% compared with the same period in 2011.
The
decrease is mainly attributable to the decreased sales quantities due to decreased demand for the nine months ended March 31, 2012
compared to the same period last year.
Cost of sales for the nine months ended
March 31, 2012 was $109,933,994, an increase of $2,904,573, or 2.71%, compared with the same period in 2011. The increase in cost
of sales was mainly due to the increase in the price of corn, our main raw material.
Gross profit for the nine months ended
March 31, 2012 was $12,858,487, a decrease of $5,487,681 or 29.91%, compared with the same period in 2011. The decrease of gross
profit is mainly because the unit selling prices of our products did not increase as fast as the corn prices. Gross profit margin
for the nine months ended March 31, 2012 was 10.47%, a decrease from 14.63% for the same period in 2011. The reason for the decrease
of gross profit margin is mainly because the price of corn, our main raw material, increased approximately 13.01% for the nine
months ended March 31, 2012 compared to the same period last year where the average selling prices did not increase proportionally. The Company
believes that the market is taking its time to respond to the increased corn prices and will reach a more profitable price level
in the near future. At the same time, the Company believes that the Company’s actions to improve gross profit margin, such
as expanding raw material storage facilities to reduce the impact of fluctuation on the price of our raw materials, will benefit
us in maintaining our profitability.
For the nine months ended March 31, 2012,
selling, general and administrative expenses were $8,500,346, an increase of $1,325,184 or 18.47%, compared to $7,175,162 for the
nine months ended March 31, 2011. The selling, general, and administrative expenses increased mainly due to increased selling
and general and administrative expenses caused by increased inventory loss. The Company incurred $0 and $183,480 non-cash stock
option expenses for the nine months ended March 31, 2012 and 2011, respectively. The option expenses are included in selling, general
and administrative expenses.
Net income for the nine months ended March
31, 2012 was $916,748, a decrease of $5,727,981, compared with $6,644,729 for the same period in 2011. The decrease in net income
was primarily attributable to the decreased gross profit.
Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities for
the nine months ended March 31, 2012 was $10,391,666, an increase of 504.14%, or $12,962,949 compared with $2,571,283 provided
by operating activities for the same period in 2011. The reasons for increased cash used in operating activities include less net
income generated due to decreased net income caused by increased corn prices, more payments made to acquire inventories, increased
accounts payable and accrued liabilities, and more fulfillment for customer deposit, offset by collection of advances to employees
for corn purchases.
Investing Activities
Net cash used in investing activities for
the nine months ended March 31, 2012 was $70,589, a decrease of 98.71%, or $5,418,000, compared with $5,488,589 used in investing
activities for the same period in 2011. The decrease is due to less investment in progressing construction, plant and equipment,
and an increase in equity investment during the nine months ended March 31, 2012 compared to the same period last year.
Financing Activities
Net cash provided by financing
activities for the nine months ended March 31, 2012 was $13,612,090, an increase of 5701.83%, or $13,377,473, compared
with $234,617 provided by financing activities for the same period in 2011. The increase is due to increased
restricted cash caused by increased notes payable during the nine months ended March 31, 2012 compared to the same period
last year.
Loans
Other than the equity financing in 2008,
our PRC operating subsidiary, WeifangShengtai financed its operations and capital expenditure requirements primarily through bank
loans and operating income. WeifangShengtai had a total of $60,922,211 and $48,094,740 short term bank loans outstanding as of
March 31, 2012 and June 30, 2011, respectively. The loans were secured by WeifangShengtai’s properties and accounts
receivable. The terms of all these short term loans were all for one year. WeifangShengtai has never defaulted on any loans. In
addition, Weifang Shengtai had $16,740,029 and $11,447,800 in short-term notes due to the banks as of March 31, 2012 and June 30, 2011,
respectively. These notes were due within one year and secured by 50% to 100% of the loan amount in restricted cash. Some
were guaranteed by unrelated third parties.
WeifangShengtai does not have any long
term loans from local banks. The outstanding long-term loans, or the non-current portion of payables, and the non-current portion
of capital lease obligation, which can be classified as long term liabilities, were $0 and $0, as of March 31, 2012 and June 30, 2011,
respectively.
Guarantees
We have guaranteed certain borrowings of
other unrelated third parties including short term bank loans, lines of credit and bank notes. The total guaranteed amounts were
$7,920,000 and $7,735,000 as of March 31, 2012 and June 30, 2011. Some unrelated third parties have guaranteed approximately $11,404,800
and $11,138,400 of our debt, as of March 31, 2012 and June 30, 2011, respectively.
Future Cash Commitments and Needs
The Company estimates the need for capital
to run new production facilities. The exact amount will be determined based on both the market demand for the Company’s products
and the time needed for these facilities to run at full capacity. The Company will carefully review its financial condition and
consider financing with internally generated cash, bank loans or additional equity. The Company expects that its proceeds
from operating cash flows and its cash balances, together with amounts available under its loans, will be sufficient to meet its
anticipated liquidity needs for the next twelve months.
Critical Accounting Policies and Estimates
We have disclosed in the notes to our financial
statements those accounting policies that we consider to be significant in determining our results of operations and our financial
position which are incorporated by reference herein. The following reflects the more critical accounting policies that currently
affect our financial condition and results of operations.
Revenue recognition
The Company recognizes revenue when the
goods are delivered, title has passed, pricing is fixed, and collection is reasonably assured. Sales revenue represents the invoiced
value of goods, net of value-added tax (“VAT”), and estimated returns of product from customers. Most of the Company’s
products sold in the PRC are subject to a VAT rate of 17% of the gross sales price or at a rate approved by the Chinese local government.
This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing their
finished products and certain freight expenses. We allow our customers to return products only if our product is later determined
by us to be ineffective. Based on our historical experience over the past nine years, product returns have been insignificant throughout
all of our product lines. Therefore, we do not estimate deductions or allowance for sales returns. Sales returns are taken against
revenue when products are returned from customers. Sales are presented net of any discounts given to customers.
Use of estimates
In preparing the consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities
at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant
estimates, required by management, include the recoverability of long-lived assets and the valuation of inventories. Actual results
could differ from those estimates.
Accounts receivable
In the normal course of business, the Company
extends credit to its customers without requiring collateral or other security interests. Management reviews its accounts receivable
at each reporting period to provide for an allowance against accounts receivable for an amount that could become uncollectible.
This review process may involve the identification of payment problems with specific customers. The Company estimates this allowance
based on the aging of the accounts receivable, historical collection experience, and other relevant factors, such as changes in
the economy and the imposition of regulatory requirements that can have an impact on the industry. These factors continuously change,
and can have an impact on collections and the Company’s estimation process. These impacts may be material.
Certain accounts receivable amounts are
charged off against allowances after designated periods of collection. Subsequent cash recoveries are recognized as income in the
period when they occur.
Property and equipment
Property and equipment are stated at cost
less accumulated depreciation. Depreciation is computed using the straight-line method, with a 3% residual value, over the estimated
useful lives of the assets.
Foreign currency translation
Our functional currency is Renminbi
(“RMB”) Foreign currency transactions are translated at the applicable rates of exchange in effect at the
transaction dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated
at the applicable rates of exchange in effect at that date. Revenues and expenses are translated at the average exchange
rates in effect during the reporting period.
Translation adjustments arising from the
use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated
Other Comprehensive Income.” Gains and losses resulting from foreign currency translations are included in Accumulated Other
Comprehensive Income.
Recently Issued Accounting Pronouncements
In September 2011, the FASB issued guidance on testing goodwill
for impairment. The new guidance provides an entity the option to first perform a qualitative assessment to determine whether it
is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that
this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill
impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit (if any). If an entity determines
that the fair value of a reporting unit is less than its carrying amount, the two-step goodwill impairment test is not required.
The new guidance will be effective for us beginning July 1, 2012.
In June 2011, the FASB issued guidance on presentation of comprehensive
income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement
of changes in equity. Instead, an entity will be required to present either a continuous statement of net income and other comprehensive
income or in two separate but consecutive statements. The new guidance will be effective for us beginning July 1, 2012 and will
have financial statement presentation changes only.
In December 2011, the FASB issued guidance on offsetting (netting)
assets and liabilities. Entities are required to disclose both gross information and net information about both instruments and
transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement
similar to a master netting arrangement. The new guidance is effective for annual periods beginning after January 1, 2013.
Item 3. Quantitative and Qualitative
Disclosures about Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Mr. Qingtai Liu, the Company’s Chief
Executive Officer, and Mr. Yongqiang Wang, the Company’s current financial controller, have evaluated the effectiveness of
the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act, as of the end of the period covered by this Report. Based on that evaluation which, among other
things, identified personnel turnover in the areas concerned, mainly referring to our chief financial officer’s resignations
during the last two years, the Company’s officers concluded that disclosure controls and procedures were not effective and
was not adequately designed to ensure that the information required to be disclosed by the Company in the reports the Company submits
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules
and forms and that such information was accumulated and communicated to the Company’s chief executive officer and chief financial
officer in a manner that allowed for timely decisions regarding required disclosure.
Notwithstanding the existence of such material
weakness in our internal controls over financial reporting, our management, including our Chief Executive Officer, believes that
the financial statements included in this report fairly present in all material respects our financial condition, results of operations
and cash flows for the periods presented.
Management is committed to remediating
the material weakness as quickly as possible. Additionally, and in recognition of immediate financial reporting needs, the Company
intends to implement additional controls and procedures during the current fiscal year to continue to ensure timely and accurate
financial reporting objectives. Such additional controls and procedures may include: The retention of a U.S. based CPA as Chief
Financial Officer with U.S. GAAP experience and appropriate knowledge of internal controls over financial reporting, for purposes
of appropriate oversight of the financial reporting process and continued training of the accounting staff; recruitment of additional
personnel with relevant U.S. GAAP experience to enhance our financial reporting and internal control function; and retention of
the services of a consultant for advisory services with respect to SOX 404 compliance.
Changes in Internal Control over Financial
Reporting
During the quarter ended March 31, 2012,
there has been no material change in internal control over financial reporting that has materially affected, or is reasonable likely
to materially affect the Company’s internal control over financial reporting.
A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Because
of the inherent limitations in all control systems no evaluation of controls can provide absolute assurance that all control issues,
if any, within a company have been detected. Such limitations include the fact that human judgment in decision-making can be faulty
and that breakdowns in internal control can occur because of human failures, such as simple errors or mistakes or intentional circumvention
of the established process.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
On April 17, 2012, the Company’s Board of Directors received
a preliminary, non-binding proposal (“Proposal”) from its Chairman and Chief Executive Officer, Mr. Qingtai Liu . Pursuant to the Proposal, Mr. Liu intends to acquire all of the outstanding shares of the Company's common stock not
currently owned by him and his affiliates in a going private transaction (“Acquisition”) at a proposed price of $1.65
per share in cash. A special committee of independent directors (“Special Committee”) was formed on April 24, 2012
to consider the Proposal.
In April 2012, several law firms announced investigation of
the Company in connection with the receipt of the Proposal. No actions have been filed against the Company or its current officers
and directors as of May 11, 2012.
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. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
Not Applicable.
Item 6. Exhibits.
Exhibit No.
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Title of Document
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3.1
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Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on March 10, 2004, as amended to date (incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-SB filed on September 26, 2005 in commission file number 000-51312).
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3.2
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Certificate of Amendment filed with Secretary of State of Delaware on November 9, 2010 (incorporated by reference to Exhibit 99.1 to the registrant's Form 8-K filed on November 12, 2010).
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3.3
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Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to the registrant’s Form 10-SB filed on September 26, 2005 in commission file number 000-51312).
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4.1
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Form of Warrants to Investors (incorporated by reference to Exhibit 4.1 to the registrant’s Form 8-K filed on May 21, 2007 in commission file number 000-51312).
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10.1
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Share Exchange Agreement dated May 15, 2007 by and among the Company and Shengtai Holding, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed on May 21, 2007 in commission file number 000-51312).
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10.2
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Share Purchase Agreement dated as of May 15, 2007 between the Company and the Purchasers (incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed on May 21, 2007 in commission file number 000-51312).
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10.3
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Research and Development Agreement between Hebei University and Technology of the Company, dated December 8, 2010 (incorporated by reference to Exhibit 10.3 to the registrant’s Form 10-K filed on October 6, 2011 in commission file number 000-51312).
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10.4
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Employment Agreement between the Company and Qingtai Liu, dated July 8th , 2009 (incorporated by reference to Exhibit 10.4 to the registrant’s Form 10-K filed on October 6, 2011 in commission file number 000-51312).
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10.5
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Employment Agreement between the Company and Yongqiang Wang, dated September 1st, 2009 (incorporated by reference to Exhibit 10.3 to the registrant’s Form 10-K/A filed on April 9, 2012 in commission file number 000-51312).
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10.6
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2010 Addendum between the Company and Qingtai Liu, dated June 30, 2010 (incorporated by reference to Exhibit 10.3 to the registrant’s Form 10-K/A filed on April 9, 2012 in commission file number 000-51312).
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10.7
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2010 Addendum between the Company and Yongqiang Wang, dated June 30, 2010 (incorporated by reference to Exhibit 10.3 to the registrant’s Form 10-K/A filed on April 9, 2012 in commission file number 000-51312).
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10.8
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2011 Addendum between the Company and Qingtai Liu, dated June 30, 2011 (incorporated by reference to Exhibit 10.8 to the registrant’s Form 10-K/A filed on April 9, 2012 in commission file number 000-51312).
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10.9
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2011 Addendum between the Company and Qingtai Liu, dated June 30, 2011 (incorporated by reference to Exhibit 10.8 to the registrant’s Form 10-K/A filed on April 9, 2012 in commission file number 000-51312).
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16.1
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Letter dated October 20, 2009 from Moore Stephens Wurth Frazer and Torbet, LLP (incorporated by reference to Exhibit 16.1 to the registrant’s Form 8-K filed on October 21, 2009 in commission file number 000-51312).
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21.1
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List of subsidiaries of the registrant (incorporated by reference to Exhibit 21.1 to the registrant’s Form 8-K filed on May 21, 2007 in commission file number 000-51312).
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31.1
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Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS
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XBRL Instance Document*
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101.SCH
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XBRL Taxonomy Extension Schema*
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase*
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101.PRE
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XBRL Extension Presentation Linkbase*
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*
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The Exhibits attached to this Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 15, 2012
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SHENGTAI PHARMACEUTICAL, INC.
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By:
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/s/ Qingtai Liu
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Qingtai Liu
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Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ Yongqiang Wang
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Yongqiang Wang
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Financial Controller
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(Principal Financial Officer)
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