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8-K - YAYI INTERNATIONAL INC. 8K - Yayi International Inca50167375.htm

Exhibit 99.1

Yayi International Reports Third Quarter and First Nine Months of Fiscal 2012 Financial Results

TIANJIN, China--(BUSINESS WIRE)--February 14, 2012--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 third quarter and first nine months of fiscal year 2012 ended December 31, 2011.

Third Quarter 2012 Highlights

  • Net sales decreased 6.6% to $8.0 million from $8.6 million for the second quarter of fiscal 2012
  • Gross profit remained flat at $5.3 million from $5.4 million for the previous quarter
  • Gross margin increased to 66.3% from 63.4% for the previous quarter
  • Adjusted net loss was $0.8 million compared to an adjusted net income of $0.2 million for the previous quarter

Ms. Li Liu, Chief Executive Officer of Yayi International, commented, "We focused this quarter on building a stronger revenue mix by strengthening our powdered infant formula sales and increasing productivity of existing locations. From late summer to winter of 2011, the government began requiring all distributors to have permits for selling infant formula. This led to the temporary disruption in sales for some of our smaller distributors as they worked to obtain the necessary permits. As of the end of calendar 2011, the majority of our distributors had received the necessary permits. Though this temporary disruption is reflected in our financials, we do believe this regulation will lead to a stronger infant dairy industry in China and higher quality earnings for us over the long run through stronger distributor partnerships. Furthermore, by focusing on productivity, we lowered slotting fees as we slowed entry into new supermarkets to focus on existing locations. Lastly, we are pleased to note that this quarter, our powdered infant formula segment grew by over 30% sequentially in sales. Our recently launched Golden Brand particularly outperformed, with sales growing rapidly to $172,000 for the third fiscal quarter after it was launched in the second fiscal quarter. We have chosen to focus on our infant formula unit for several reasons. First, this is our highest margin product segment. As a result of the shift in revenue mix this quarter towards a higher proportion of infant formula sales, we saw gross margin rise to 66.3% from 63.4% in the previous quarter. Second, China’s infant formula market continues to grow rapidly while it is fragmented and remains troubled by infant dairy product quality crises related to cow milk. This means that there is a significant opportunity for growth and market share gains, especially for goat milk formula. Lastly, 2012 is the year of the Dragon according to the lunar calendar. As Chinese culture considers this to be a particularly auspicious year, analysts predict that China will experience a mini baby boom. We believe that by focusing on our powdered formula infant segment, we will be able to capitalize on these positive market trends to further enhance our sales performance and return for shareholders.”


Sequential Comparison of Third Quarter 2012 vs. Second Quarter 2012

  Three Months   Three Months
ended Dec 31, ended Sep 30,
2011 2011
(unaudited) (unaudited)
 
Net sales 8,005,888 8,569,544
 
Cost of goods sold 2,698,622 3,134,304
 
Gross profit 5,307,266 5,435,240
66.3% 63.4%
Operating expenses:
Sales and marketing expenses 4,215,861 3,935,749
General and administrative expenses 874,888 789,623
 
Total operating expenses 5,090,749 4,725,372
 
 
Income (loss) from operations 216,517 709,868
 
Other income (expenses):
Interest income 15,853 17,547
Interest expenses, including accretion of preferred stocks (309,365) (288,924)
Amortization of deferred financing costs and debt discount (558,711) (515,578)
Change in fair value of derivative liabilities 201,948 821,710
Loss on write down of assets held for sale (623,305) -
Expense on make good provision 17,285 31,143
Reversal of registration penalties 388,452 -
Settlement of registration penalties (392,480) -
Other (expenses) income 699 (2,208)
 
Loss before income tax (1,043,106) 773,558
 
Income tax expenses / (benefits) (111,581) (236,473)
 
Net (loss) income (1,154,687) 537,085
 
Accretion of preferred stock (1,963,220) (1,786,880)
 
Net loss attributable to common stockholders (3,117,907)   (1,249,795)
 
Other comprehensive income
Foreign currency translation adjustment 211,971 389,026
 
Comprehensive loss attributable to common stockholders (2,905,936) (860,769)
 
 
Loss per share of common stock
- Basic (0.12) (0.05)
- Diluted (0.12) (0.05)
 
Weighted average shares of common stock outstanding
- Basic 26,454,558 26,454,558
- Diluted 26,454,558 26,454,558
 

Third Quarter Fiscal 2012 Financial Performance

For the three months ended December 31, 2011, net sales decreased 6.6% sequentially to $8.0 million from $8.6 million for the second quarter of fiscal 2012. The sequential decline was primarily driven by the Company’s decision to end sales of certain lower performing product lines at the end of the calendar year. Average unit sales price increased to RMB203 per kilogram from RMB195 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 $8,000 compared to $299,000 for the prior quarter as a result of an increase in internal use of milk powder by the Company.

Gross profit for the third quarter of fiscal 2012 remained stable at $5.3 million compared to $5.4 million for the previous quarter. Gross margin rose to 66.3% from 63.4% for the previous quarter driven by a revenue mix shift towards a greater proportion of powdered infant formula products.

Income from operations was $0.2 million compared to $0.7 million for the previous quarter. Operating expenses remained steady at $5.1 million compared to $4.7 million for the previous quarter. Sales and marketing expense rose by 7.1% to $4.2 million from $3.9 million for the previous quarter as promotional expenses remained high at approximately $3.2 million compared to $3.1 million for the previous quarter. This increase reflects the Company’s continued strategy of focusing on promotion events rather than from TV advertising. General and administrative expense remained stable at $0.9 million compared to $0.8 million for the previous quarter.

Net loss was $1.2 million compared to a net income of $0.5 million for the previous quarter. This reflects a non-cash write-down of assets held for sale of $623,000 related to the capital lease of eight goat farms in Shanxi scheduled for March 2012. The Company has chosen to streamline its goat farm operations by removing non-profitable farms and investing more on the quality control and innovation at its two goat breeding farms.

Net loss attributable to common stockholders was $3.1 million, or $0.12 per diluted share, compared to $1.2 million for the previous quarter.

Adjusted net loss was $0.8 million compared to an adjusted net income of $0.2 million for the previous quarter. Adjusted net income 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 Nine Months of Fiscal 2012 Financial Performance

Net sales for the first nine months of fiscal year 2012 increased 20.3% to $24.9 million from $20.7 million for the first nine months of fiscal year 2011. Gross profit increased 25.7% to $16.0 million from $12.7 million for the prior year period. Income from operations was $2.6 million compared to a loss from operations of $1.5 million for the prior year period. Net income was $110,000 compared to a net loss of $2.0 million for the prior year period. Net loss attributable to common stockholders was $5.3 million, or $0.20 per diluted share, compared to $2.0 million for the prior year period. Adjusted net income was $0.3 million compared to an adjusted net loss of $0.9 million for the prior year period.

As of December 31, 2011, Yayi International held $16.9 million in cash and cash equivalents. Net cash provided by operating activities for the first nine months of fiscal year 2012 was $1.0 million.

Business Commentary

Ms. Liu remarked, “We are a company focused on improving and tailoring our strategies to better fit the market and competitive environment within which we operate. This is especially important given the turbulence of China’s dairy market. Over the past year and even in the past few months, we have seen several food and especially dairy quality crises affect consumer confidence. We recognize that such a challenging environment may impact our performance from quarter to quarter. However, we remain confident in the long term potential of this market as our management team is prepared to adapt to better capture the profitability and growth available in this dynamic and rapidly growing industry.”

Ms. Liu continued, “We continue to make progress on our new distribution model, which moves from province-level distributor relationships to city-level distributor relationships to increase efficiency. This strategy extends our continued focus on shortening our distribution chain. As previously announced, we implemented direct sales contracts with infant-maternity retail chains to directly negotiate with the end retail customer. Though we are still evaluating the full impact of this strategy, we are encouraged by initial market feedback. Overall, we recognize that the benefits of our new initiatives will be realized gradually but we are confident our continual focus on increasing efficiency will contribute to shareholder returns over 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   Nine months Ended
December   September   December December   December
31, 2011 30, 2011   31, 2010 31, 2011   31, 2010
      (unaudited)     (unaudited)     (unaudited)     (unaudited)     (unaudited)
Reported net income (loss)   $ (1,154,687)   $ 537,085   $ (234,340)   $ 110,480   $ (1,956,735)
Stock based compensation     48,714     46,041     437,376     127,643     1,133,854
Amortization of deferred financing cost and debt discount     558,711     515,578     429,176     1,553,502     499,009
Change in fair value of derivative liabilities     (201,948)     (821,710)     (979,923)     (1,438,689)     (843,037)
Expense on make good provision     (17,286)     (31,143)     293,029     (35,808)     293,029
Adjusted net income(loss)     (766,496)     245,851     (54,682)     317,128     (873,880)
Accretion of preferred stock     (1,963,220)     (1,786,880)     -     (5,376,479)     -
Adjusted net income(loss) available to common shareholders     (2,729,716)     (1,541,029)     (54,682)     (5,059,351)     (873,880)
Diluted weighted average shares of common stock outstanding     26,454,558     26,454,558     26,454,394     26,454,558     26,433,743
Adjusted net (loss) available to common shareholders per diluted shares   $ (0.1)   $ (0.06)   $ (0.002)   $ (0.19)   $ (0.03)

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 BALANCE SHEETS
 
December 31 March 31
2011 2011
(unaudited)
 
ASSETS
Current assets:
Cash and cash equivalents $ 16,894,253 $ 13,360,392
Restricted cash 408,090 1,412,404
Accounts receivable, net of allowances of $91,699 and $72,036 5,993,752 4,776,780
Other receivable, net of allowances of $59,428 and $43,230 862,149 574,383
Inventories 3,872,826 3,885,481
Prepaid expenses 155,304 309,894
Land use rights - current portion 20,263 19,611
Advances 861,918 900,033
Deferred tax asset - 374,124
Deferred financing cost 337,237 159,496
Total current assets 29,405,792 25,772,598
 
Property, plant and equipment, net 6,619,985 8,063,507
Construction in progress, net
Livestock, net 287,168 563,402
Assets held for sale 1,871,623 -
Goodwill 299,281 289,643
Land use rights 950,678 942,939
Deposits on property, plant and equipment 19,865,064 19,063,439
Deferred tax asset 46,122 31,225
Deferred financing cost 655,162 867,552
Other assets    
 
Total assets $ 60,000,875 $ 55,594,305
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short term loans $ 13,120,881 $ 10,654,328
Accounts payable 2,196,524 884,407
Notes payable
Other payable, bills payable and accrued expenses 2,939,263 3,172,782
Dividend payable -
Advance from customers 133,215 90,232
Income and other tax payable 1,039,405 1,214,494
Make good provision 169,875 -
Long term loans - current portion - 17,697
 
Total current liabilities 19,599,163 16,033,940
 
Long-term liabilities:
Due to stockholders 5,567,772 5,450,233
Derivative liabilities 730,191 1,776,400
Convertible notes, net of discount of $3,025,865 and $3,858,839 5,894,135 5,061,161
Deferred tax liability -   -
12,192,098 12,761,077
 
Total liabilities 31,791,261 28,795,017
 

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

21,121,644 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
Stock subscription receivable
Additional paid-in capital 2,931,498 5,840,290
Statutory surplus reserve fund 1,442,434 1,142,397
Retained earnings - 2,529,601
Accumulated other comprehensive income 2,687,584 1,515,381
 
Total stockholders’ equity 7,087,970 11,054,123
 
Total liabilities and stockholders' equity $ 60,000,875 $ 55,594,305
 

       
YAYI INTERNATIONAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
 
Three months ended Nine months ended
December 31, December 31,
2011 2010 2011 2010
 
 
Net sales $ 8,005,888 $ 6,429,936 $ 24,919,126 $ 20,717,005
 
Cost of goods sold 2,698,622 2,467,795 8,957,173 8,022,963
 
Gross profit 5,307,266 3,962,141 15,961,953 12,694,042
 
Operating expenses:
Sales and marketing expenses 4,215,861 3,089,641 10,930,172 10,835,434
General and administrative expenses 874,888 1,127,672 2,481,109 3,365,857
 
Total operating expenses 5,090,749 4,217,313 13,411,281 14,201,291
 
 
Income (loss) from operations 216,517 (255,172) 2,550,672 (1,507,249)
 
Other income (expenses):
Interest income 15,853 5,782 51,471 11,293
Interest expenses (309,365) (142,583) (831,733) (506,253)
Amortization of deferred financing costs and debt discount (558,711) (429,176) (1,553,502) (499,009)
Change in fair value of derivative liabilities 201,948 979,923 1,438,689 843,037
Loss on write down of assets held for sale (623,305) - (623,305) -
Expense on make good provision 17,286 (293,029) 35,808 (293,029)
Reversal of registration penalties 388,452 - 267,600 -
Settlement of registration penalties (392,480) - (392,480) -
Other (expenses) income 699 (1,555) (25,204) (26,356)
 
(Loss) income before income tax (1,043,106) (135,810) 918,016 (1,977,566)
 
Income tax (expense)/benefits (111,581) (98,530) (807,536) 20,831
 
Net (loss) income (1,154,687) (234,340) 110,480 (1,956,735)
 
Accretion of preferred stock (1,963,220) - (5,376,479) -
 
Net loss attributable to common stockholders (3,117,907) (234,340) (5,265,999) (1,956,735)
 
Other comprehensive income
Foreign currency translation adjustment 211,971 405,959 $ 1,172,203 994,361
Comprehensive (loss) income attributable to common stockholders $ (2,905,936) $ 171,619 (4,093,796) $ (962,374)
 
Add: Net loss (income) attributable to noncontrolling interests - - - -
 
Net (loss) income attributable to Yayi International, Inc. $ (2,905,936) $ 171,619 $ (4,093,796) $ (962,374)
 
Loss per share of common stock
- Basic $ (0.12) $ (0.01) (0.20) $ (0.07)
- Diluted $ (0.12) $ (0.01) (0.20) $ (0.07)
 
Weighted average shares of common stock outstanding
- Basic 26,454,558 26,454,394 26,454,558 26,433,743
- Diluted 26,454,558 26,454,394 26,454,558 26,433,743
 

   
YAYI INTERNATIONAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
Nine Months Ended
December 31,
2011 2010
(unaudited) (restated)
Cash flow from operating activities
Net (loss) income $ 110,480 $ -1,956,735
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization of livestock 791,130 503,235
Amortization of land use rights 23,392 12,724
Amortization of deferred financing costs 118,428 72,506
Allowance of bad debts 31,128 3,620
Employee stock-based compensation 127,643 1,133,854
Sales return allowance - (45,520)
Loss on write down of assets held for sale 623,305 -
Change in fair value of derivative liabilities (1,438,689) (843,037)
Accretion of debt discount 832,974 426,503
Settlement of registration penalties 124,880
 
(Increase) decrease in operating assets:
Restricted cash - 29,665
Accounts receivable (1,031,086) (716,068)
Other receivable (288,048) 210,722
Inventories 139,378 (1,714,974)
Prepaid expenses 159,786 939
Advances 63,316 422,022
Deferred tax asset and current assets 366,698 (281,850)
 
Rental Deposit
Increase (decrease) in operating liability:
Accounts payable 1,234,068 866,248
Advance from customers 39,687 (98,496)
Income and other tax payable (217,268) (176,197)
Other payable, bills payable and accrued expenses (823,076) 142,288
Registration penalties and make good provision payable (35,808) 293,029
Net cash provided by (used in) operating activities 952,318 (1,715,522)
 
Cash flows from investing activities
Purchase of property, plant and equipment (851,808) (578,270)
Deposit for construction of factory and warehouse (78,759) -
Deposit for purchase of machinery and equipment (73,112) (723,842)
Proceeds from sale of livestock 56,639 62,973
Purchase and breeding of livestock (19,915) (60,392)
   
Net cash used in investing activities (966,955) (1,299,531)
 
Cash flows from financing activities
Proceeds from short term loans 11,747,751 11,114,894
Repayment of short term loans (9,670,225) (9,608,176)
Repayment of long term loans - (30,965)
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 (0) (6,026)
Net cash provided by financing activities 3,098,971 9,093,456
Effect of exchange rate changes in cash 449,527 153,780
 
Net increase in cash and cash equivalents 3,533,861 6,232,183
 
Cash and cash equivalents, beginning of period 13,360,392 4,727,677
 
Cash and cash equivalents, end of period $ 16,894,253 $ 10,959,860
 
Supplemental disclosure of cash flow information
Cash paid during the period
 
Interest paid $ 1,230,903 $ 464,016
 
Income tax paid $ 803,202 $ 327,710
 
Supplemental disclosure of non-cash financing and investing activities:
 
Accretion of preferred stock $ 5,376,479 $ -
 
Acquisition of property, plant and equipment in other payable $ 700,291 $ -
Dividend payable $ $
 
Non-cash exercise of warrants into common stock $ - $ 67
Deposits transferred to construction in progress $ - 65,828
 
Deposits transferred to property, plant and equipment $ 9,765 -
 
Accrued interest on convertible notes $ 200,700 $ -
 
Fair value of placement agent warrants in deferred cost financing $ - $ 231,929
 
Transfer of property, plant and equipment and livestock to assets held for sale $ 1,871,623 $ -
 
Bank balance as per BS 16,894,253 10,959,860

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