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8-K - YAYI INTERNATIONAL INC. 8-K - Yayi International Inca50068779.htm

Exhibit 99.1

Yayi International Reports Second Quarter and First Half of Fiscal 2012 Financial Results

TIANJIN, China--(BUSINESS WIRE)--November 14, 2011--Yayi International Inc. (OTC Bulletin Board: YYIN) ("Yayi International" or "the Company"), the first mover and a leading producer and distributor of premium goat milk formula products for infants, toddlers, young children, and adults in the People’s Republic of China (“China”), today announced its financial results for the second quarter and first half of fiscal year 2012 ended September 30, 2011.

Second Quarter 2012 Highlights

  • Net sales increased 2.7% to $8.6 million from $8.3 million in the first quarter of fiscal 2011
  • Gross profit rose 4.1% to $5.4 million from $5.2 million in the previous quarter
  • Gross margin increased to 63.4% compared to 62.6% in the previous quarter
  • Adjusted net income was $0.2 million compared to an adjusted net income of $0.8 million in the previous quarter

Ms. Li Liu, Chief Executive Officer of Yayi International, commented, "We are pleased to achieve continued revenue growth and adjusted net income of $0.2 million for the second quarter of fiscal 2012. We believe these measures demonstrate that our continued focus on driving profitability by increasing productivity of both our staff and our existing retail locations has been effective. Furthermore, we believe our management team’s consistent focus on improving our operational strategies will also support our long term growth. We recognize that China’s dairy industry continues to remain a volatile market. However, we believe our focus on quality and our ability to adapt to market challenges will enhance our ability to deliver shareholder value in the long run.”

Sequential Comparison of Second Quarter 2012 vs. First Quarter 2012


   
Three Months ended Three Months ended
September 30, June 30,
2011 2011
(unaudited) (unaudited)
 
Net sales 8,569,544 8,343,694
 
Cost of goods sold 3,134,304   3,124,247  
 
Gross profit 5,435,240   5,219,447  
 
Operating expenses:
Sales and marketing expenses 3,935,749 2,778,562
General and administrative expenses 789,623   816,598  
 
Total operating expenses 4,725,372   3,595,160  
 
 
Income (loss) from operations 709,868   1,624,287  
 
Other income (expenses):
Interest income 17,547 18,071
Interest expenses (288,924 ) (233,444 )
Amortization of deferred financing costs and debt discount (515,578 ) (479,213 )
Change in fair value of derivative liabilities 821,710 415,031
Expense on make good provision 31,143 (12,621 )
Registration penalties - (120,852 )
Other (expenses) income (2,208 ) (23,695 )
 
Income before income tax 773,558 1,187,564
 
Income tax (expenses) (236,473 ) (459,482 )
 
Net income 537,085 728,082
 
Accretion of preferred stock (1,786,880 ) (1,626,379 )
 
Net loss attributable to common stockholders (1,249,795 ) (898,297 )
Other comprehensive income
Foreign currency translation adjustment 389,026   571,206  
 
Comprehensive loss attributable to common stockholders (860,769 ) (327,091 )
 
 
Loss per share of common stock
- Basic (0.05 ) (0.03 )
- Diluted (0.05 ) (0.03 )
 
Weighted average shares of common stock outstanding
- Basic 26,454,558   26,454,558  
- Diluted 26,454,558   26,454,558  
 

Second Quarter Fiscal 2012 Financial Performance

For the three months ended September 30, 2011, net sales increased 2.7% sequentially to $8.6 million from $8.3 million in the first quarter of fiscal 2012. The net sales increase primarily reflects lower slotting fees as the Company continued to focus on driving same store sales. Average unit sales price declined slightly to RMB195 per kilogram from RMB197 per kilogram reflecting a greater proportion of youth and adult formula products, which have a lower selling price and gross margin than infant formula products. Net sales also includes industrial milk powder sales of $299,000 compared to $377,000 in the prior quarter as demand for raw milk powder remained high as many smaller dairy manufacturers closed earlier in the year due to failure to pass government quality inspections.

Gross profit for the second quarter of fiscal 2012 increased 4.1% to $5.4 million from $5.2 million in the previous quarter. Gross margin was 63.4% compared 62.6% in the previous quarter.

Income from operations was $0.7 million compared to $1.6 million in the previous quarter. Operating expenses rose to $4.7 million from $3.6 million in the previous quarter primarily as a result of an increase in sales and marketing spending. Sales and marketing expense rose by 41.6% to $3.9 million from $2.8 million in the previous quarter primarily as a result of an increase in promotional expenses to approximately $3.1 million from $1.8 million in the previous quarter. This increase reflects the Company’s shift in focus from TV advertising to promotion events as well as heightened promotional events for the Autumn Festival in September.

General and administrative expense remained at $0.8 million, in line with the previous quarter.

Net income was $0.5 million compared to $0.7 million in the previous quarter.

Net loss available to common stockholders was $1.2 million, or $0.05 per diluted share, compared to $0.9 million for the previous quarter.


Adjusted net income was $0.2 million compared to $0.8 million for the previous quarter. Adjusted net income available to common shareholders excludes non-cash measures including stock-based compensation expense, amortization of deferred debt issuance costs, change in fair value of derivative liabilities, make good provision expense and accretion of preferred stock. Please refer to the reconciliation table at the end of the release for more details.

First Half of Fiscal 2012 Financial Performance

Net sales for the first half of fiscal year 2012 increased 18.4% to $16.9 million from $14.3 million for first half of fiscal year 2011. Gross profit increased 22.0% to $10.7 million from $8.7 million from the prior year period. Income from operations was $2.3 million compared to a loss from operations of $1.3 million in the prior year period. Net income increased to $1.3 million from a net loss of $1.7 million for the prior year period. Net loss attributable to common stockholders increased to $2.1 million, or $0.08 per diluted share, from $1.7 million for the prior year period. Adjusted net income was $1.1 million for the first half of fiscal year of 2012 compared to adjusted net loss of $1.3 million for the prior year period.

As of September 30, 2011, Yayi International held $16.1 million in cash and cash equivalents. Net cash provided by operating activities for the first half of fiscal year of 2012 was $0.3 million.

Business Commentary

Ms. Liu remarked, “We believe our management team’s strength lies in our ability to identify market opportunities and shift our strategy to better capture them. China’s dairy market is rapidly-changing, which forms both a challenging but also exciting competitive environment. To succeed in this environment, we believe it is necessary to vigilantly monitor the landscape to recognize how our own strategies can be improved on to better capture the profitability and growth available.”

Ms. Liu continued, “This quarter, we continued to adapt our strategies to build a more efficient business model. We began testing a new distribution model that shifts from province level distributor relationships to city level distributor relationships. As with our direct sales contracts with infant-maternity retail chains, this strategy will streamline our distribution process. Our centralized sales function will directly collaborate and manage the city level distributors. To launch this new initiative, we hosted a conference attended by 68 distributors from 12 provinces. We will begin testing this new model in a few key provinces first and then implement the new model across the nation gradually. Furthermore, we have seen demand for goat milk powder products outside of the infant formula market. To meet this demand, we have increased our offerings for youth and adults and are pleased to see this segment grow significantly. Overall, the benefits of our new initiatives will take time to evaluate but we are focused on increasing efficiency and are excited about their potential.”


“This quarter, we are also pleased to see that our decision to shift towards driving organic sales has proved effective. In the past few months, we have shifted our focus from breadth of retail presence points to driving same store sales. Through this policy, we have continued to see slotting fees decrease, which in turn translates into a higher selling price. Moving forward, we believe this strategy will continue to drive sales growth while controlling slotting fees costs. In summary, we believe that Yayi has significant potential. Through a dedication to continuous improvement, we aim to better navigate China’s dynamic dairy market to strengthen Yayi’s performance in the long term.”

Reconciliation of Adjusted Net Income

To supplement the Company's condensed consolidated financial statements presented on a GAAP basis, the Company provided adjusted financial information in this release that excludes non-cash expenses including stock-based compensation expense, amortization of deferred debt issuance costs, change in fair value of derivative liabilities, make good provision expense and accretion of preferred stock. The Company's management believes that these adjusted measures, adjusted net income and adjusted diluted earnings per share provide investors with a better understanding of how the results relate to the Company's current and historical performance. The additional adjusted information is not meant to be considered in isolation or as a substitute for GAAP financials. The adjusted financial information that the Company provides also may differ from the adjusted information provided by other companies. Management believes that these adjusted financial measures are useful to investors because they exclude non-cash expenses that management excludes when it internally evaluates the performance of the Company's business and makes operating decisions, including internal budgeting, and performance measurement, as these measures provide a consistent method of comparison to historical periods. As a result, the provision of these adjusted measures allows investors to evaluate the Company's performance using the same methodology and information as that used by the Company's management. Moreover, management believes that these adjusted measures reflect the essential operating activities of the Company. Adjusted measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and because they involve the exercise of judgment of which charges are excluded from the adjusted financial measure. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded. A reconciliation of each adjusted measures to the nearest GAAP measure appears in the table below:


     
Three Months Ended Six months Ended
September 30, 2011     June 30, 2011     September 30, 2010 September 30, 2011     September 30, 2010
      (unaudited)     (unaudited)     (unaudited)       (unaudited)     (unaudited)
Reported net income (loss)   $ 537,085     $ 728,082     $ (712,364 )     $ 1,265,167     $ (1,722,396 )
Stock based compensation     46,041       32,888       74,061         78,929       218,478  
Amortization of deferred financing cost and debt discount     515,578       479,213       69,833         994,791       69,833  
Change in fair value of derivative liabilities     (821,710 )     (415,031 )     136,887         (1,236,741 )     136,887  
Expense on make good provision     (31,143 )     12,621               (18,522 )     0  
Adjusted net income (loss)     245,851       837,773       (431,583 )       1,083,624       (1,297,197 )
Diluted weighted average shares of common stock outstanding     26,454,558       26,454,558       26,436,881         26,454,558       26,436,881  
Adjusted net income (loss) per diluted shares   $ 0.01     $ 0.03     $ (0.02 )     $ 0.04     $ (0.05 )
     

About Yayi International

Yayi International is the first mover and a leading producer and distributor of premium goat milk formula products for infants, toddlers, young children and adults in China. Its current formula product lines are targeted at the premium market segment and health-conscious consumers. The Company has a vertically-integrated production process. It sources raw goat milk from its proprietary dairy farms and neighboring goat dairy farmers on a long-term contract basis in milk collection centers, which ensures high quality control of its products. The Company's distribution network comprises of a nationwide footprint across China in 23 provinces and municipalities including domestic and multinational supermarkets, infant-maternity store chains, and drug stores as well as catalogue sales and a dedicated online store at Taobao.com.

Forward-looking Statements:

This press release contains certain statements that may include 'forward-looking statements'. All statements other than statements of historical fact included herein are 'forward-looking statements'. These forward looking statements are often identified by the use of forward-looking terminology such as 'believes,' 'expects' or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.


     
YAYI INTERNATIONAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
 

 

Three months ended Six months ended
September 30, September 30,
2011   2010 2011   2010
 
Net sales $ 8,569,544 $ 8,067,376 $ 16,913,238 $ 14,287,070
 
Cost of goods sold 3,134,304   2,874,931   6,258,551   5,555,168  
 
Gross profit 5,435,240   5,192,445   10,654,687   8,731,902  
 
Operating expenses:
Sales and marketing expenses 3,935,749 4,186,627 6,714,311 7,745,793
General and administrative expenses 789,623   1,206,659   1,606,221   2,238,185  
 
Total operating expenses 4,725,372   5,393,286   8,320,532   9,983,978  
 
 
Income (loss) from operations 709,868   (200,841 ) 2,334,155   (1,252,076 )
 
Other income (expenses):
Interest income 17,547 2,588 35,618 5,511
Interest expenses (288,924 ) (216,674 ) (522,368 ) (363,670 )
Amortization of deferred debt issuance cost - (69,833 ) - (69,833 )
Amortization of deferred financing costs and debt discount (515,578 ) - (994,791 ) -
Change in fair value of derivative liabilities 821,710 (136,887 ) 1,236,741 (136,887 )
Expense on make good provision 31,143 - 18,522 -
Registration penalties - - (120,852 ) -
Other (expenses) income (2,208 ) 1,388   (25,903 ) (24,801 )
 
Income (loss) before income tax 773,558 (620,259 ) 1,961,122 (1,841,756 )
 
Income tax (expense)/benefits (236,473 ) (92,105 ) (695,955 ) 119,361  
 
Net income (loss) 537,085 (712,364 ) 1,265,167 (1,722,395 )
 
Accretion of preferred stock (1,786,880 ) -   (3,413,259 ) -  
 
Net loss attributable to common stockholders (1,249,795 ) (712,364 ) (2,148,092 ) (1,722,395 )
 
Other comprehensive income
Foreign currency translation adjustment 389,026   479,146   960,232   588,402  
 
Comprehensive loss attributable to common stockholders $ (860,769 ) $ (233,218 ) $ (1,187,860 ) $ (1,133,993 )
 
Loss per share of common stock
- Basic $ (0.05 ) $ (0.03 ) $ (0.08 ) $ (0.07 )
- Diluted $ (0.05 ) $ (0.03 ) $ (0.08 ) $ (0.07 )
 
Weighted average shares of common stock outstanding
- Basic 26,454,558   26,436,881   26,454,558   26,423,362  
- Diluted 26,454,558   26,436,881   26,454,558   26,423,362  
 

       
YAYI INTERNATIONAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
September 30

  March 31  

2011 2011
(unaudited) (audited)
 
ASSETS
Current assets:
Cash and cash equivalents $ 16,070,756 $ 13,360,392
Restricted cash 408,090 1,412,404
Accounts receivable, net of allowances of $92,354 and $72,036 6,655,828 4,776,780
Other receivable, net of allowances of $40,512 and $43,230 785,404 574,383
Inventories 3,541,122 3,885,481
Prepaid expenses 171,801 309,894
Land use rights - current portion 20,147 19,611
Advances 899,960 900,033
Deferred tax asset - 374,124
Deferred financing cost 467,461 159,496
Total current assets 29,020,569 25,772,598
 
Property, plant and equipment, net 9,083,419 8,063,507
Livestock, net 514,238 563,402
Goodwill 297,564 289,643
Land use rights 948,580 942,939

Deposits on property, plant and equipment

19,675,801 19,063,439
Deferred tax asset 47,527 31,225
Deferred financing cost 499,340 867,552
 
Total assets $ 60,087,038 $ 55,594,305
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short term loans $ 12,790,680 $ 10,654,328
Accounts payable 1,884,906 884,407
Other payable, bills payable and accrued expenses 2,732,333 3,172,782
Advance from customers 65,634 90,232
Income and other tax payable 1,253,464 1,214,494
Registration penalties and make good provision– current portion 575,613 -
Long term loans - current portion - 17,697
 
Total current liabilities 19,302,630 16,033,940
 
Long-term liabilities:
Due to shareholders 5,546,828 5,450,233
Derivative liabilities 539,659 1,776,400
Convertible notes, net of discount of $3,325,695 and $3,858,839 5,594,305 5,061,161
Registration penalties and make good provision - 473,283
 
11,680,792 12,761,077
 
Total liabilities 30,983,422 28,795,017
 
Commitments and contingencies (Note 18) - -
 
PREFERRED STOCK, par value $0.001, 10,000,000 shares authorized, Series A 10% non-cumulative redeemable convertible preferred stock, redemption $9.80 per share plus internal rate of return of 25% from date of issuance to date of redemption, 1,530,612 shares issued and outstanding 19,158,424 15,745,165
 
 
STOCKHOLDERS' EQUITY
 
Common stock, par value $0.001, 100,000,000 shares authorized, 26,454,558 shares issued and outstanding, respectively 26,454 26,454
Additional paid-in capital 5,919,219 5,840,290
Statutory surplus reserve fund 1,142,397 1,142,397
Retained earning 381,509 2,529,601
Accumulated other comprehensive income 2,475,613 1,515,381
 
Total stockholders’ equity 9,945,192 11,054,123
 
Total liabilities and stockholders' equity $ 60,087,038 $ 55,594,305
 

   
YAYI INTERNATIONAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
Six Months Ended
September 30,
2011     2010
 
Cash flow from operating activities
Net income (loss) $ 1,265,167 $ (1,722,395 )
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization of livestock 526,307 317,040
Amortization of land use rights 20,018 7,893
Amortization of deferred financing costs 60,247 56,491
Allowance of bad debts 13,652 45,137
Employee stock-based compensation 78,929 696,478
Sales return allowance - (45,520 )
Change in fair value of derivative liabilities (1,236,741 ) 136,887
Accretion of debt discount 533,144 13,342
 
(Increase) decrease in operating assets:
Restricted cash - (17,336 )
Accounts receivable (1,732,017 ) (3,275,779 )
Other receivable (194,429 ) (142,864 )
Inventories 450,311 (1,314,873 )
Prepaid expenses 142,424 7,020
Advances 20,126 950,192
Deferred tax asset and current assets 365,021 (380,380 )
 
Increase (decrease) in operating liability:
Accounts payable 949,892 1,071,662
Advance from customers (27,443 ) (16,118 )
Income and other tax payable 3,789 7,636
Other payable, bills payable and accrued expenses (1,023,771 ) 227,790
Registration penalties and make good provision payable 102,330   -  
Net cash provided by (used in) operating activities 316,956   (3,377,697 )
 
Cash flows from investing activities
Purchase of property, plant and equipment (754,159 ) (242,986 )
Deposit for construction of factory and warehouse (59,973 ) -
Deposit for purchase of machinery and equipment (10,782 ) (530,026 )
Proceeds from sale of livestock 18,433 53,363
   
Net cash used in investing activities (806,481 ) (719,649 )
 
Cash flows from financing activities
Proceeds from short term loans 8,066,994 8,865,013
Repayment of short term loans (6,245,570 ) (9,608,176 )
Repayment of long term loans - (20,500 )
Net proceeds from issuance of Series A preferred stock - 8,031,819
Change in restricted cash 1,021,445 (408,090 )
Due (from) to shareholders -   (5,609 )
Net cash provided by financing activities 2,842,869   6,854,457  
 
Effect of exchange rate changes in cash 357,020   68,762  
 
Net increase (decrease) in cash and cash equivalents 2,710,364 2,825,873
 
Cash and cash equivalents, beginning of period 13,360,392   4,727,677  
 
Cash and cash equivalents, end of period $ 16,070,756   $ 7,553,550  
 
Supplemental disclosure of cash flow information
 
Cash paid during the period
 
Interest paid $ 923,768   $ 321,433  
 
Income tax paid $ 424,892   $ 221,187  
 
Supplemental disclosure of non-cash financing and investing activities:
 
Accretion of preferred stock $ 3,413,259   $ -  
 
Acquisition of property, plant and equipment in other payable $ 572,686   $ -  
 
Non-cash exercise of warrants into common stock $ -   $ 63  
 
Deposits transferred to property, plant and equipment $ 4,267   $ -  
 
Fair value of placement agent warrants in deferred cost financing $ -   $ 231,929  
 

CONTACT:
Yayi International Inc.
Ms. Veronica Chen, Chief Financial Officer
+86-22-2798 4169
veronica.chen@milkgoat.com.cn
or
Investor Relations:
+1-646-328-0705
IR@milkgoat.com.cn