Synutra International, Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Synutra International, Inc.	Financial_Report.xls
EX-32.2 - EXHIBIT 32.2 - Synutra International, Inc.	dp36060_ex3202.htm
EX-31.1 - EXHIBIT 31.1 - Synutra International, Inc.	dp36060_ex3101.htm
EX-32.1 - EXHIBIT 32.1 - Synutra International, Inc.	dp36060_ex3201.htm
EX-31.2 - EXHIBIT 31.2 - Synutra International, Inc.	dp36060_ex3102.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2012

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 001-33397

_________________

SYNUTRA INTERNATIONAL, INC.

_________________

DELAWARE		13-4306188
(State or Other Jurisdiction of Incorporation or Organization)		I.R.S. Employer Identification No.
	2275 Research Blvd., Suite 500 Rockville, Maryland 20850
(Address of Principal Executive Offices, Zip Code)

(301) 840-3888
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all 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 o

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 o

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 o	Accelerated filer x

Non-accelerated filer o	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of February 8, 2013, there were 57,300,713 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

Page

PART I FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)	1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3. Quantitative and Qualitative Disclosures About Market Risk	25

Item 4. Controls and Procedures	25

PART II OTHER INFORMATION

Item 1. Legal Proceedings	26

Item 1A. Risk Factors	26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3. Defaults Upon Senior Securities	26

Item 4. Mine Safety Disclosures	26

Item 5. Other Information	26

Item 6. Exhibits	26

Signatures	27

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

SYNUTRA INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars and shares in thousands, except per share data)

(UNAUDITED)

	December 31, 2012			March 31, 2012
ASSETS
Current Assets:
Cash and cash equivalents	$	41,743		$	64,793
Restricted cash		70,663			30,425
Accounts receivable, net of allowance of $6,536 and $7,845, respectively		45,203			38,753
Inventories		79,193			75,499
Due from related parties		6,656			12,262
Income tax receivable		35			227
Receivable from assets disposal		0			1,037
Prepaid expenses and other current assets		14,975			16,320
Deferred tax assets		0			17,827
Total current assets		258,468			257,143

Property, plant and equipment, net		132,177			134,902
Land use rights, net		10,863			10,198
Intangible assets, net		4,379			4,377
Restricted cash		11,328			21,019
Other assets		1,063			1,367
Deferred tax assets		0			18,907
TOTAL ASSETS	$	418,278		$	447,913

LIABILITIES AND EQUITY
Current Liabilities:
Short-term debt	$	111,872		$	86,614
Long-term debt due within one year		44,641			40,831
Accounts payable		47,510			70,927
Due to related parties		1,661			1,655
Advances from customers		11,780			5,991
Other current liabilities		57,509			40,560
Total current liabilities		274,973			246,578
Long-term debt		97,513			92,745
Deferred revenue		4,184			4,377
Capital lease obligations		7,850			4,726
Other long-term liabilities		7,582			2,395
Total liabilities		392,102			350,821

Commitments and contingencies
Equity:
Common stockholders’ equity:
Common stock, $.0001 par value: 250,000 authorized; 57,301 and 57,301 issued and outstanding at December 31, 2012 and March 31, 2012, respectively		6			6
Additional paid-in capital		135,440			135,440
Accumulated deficit		(138,775	)		(71,620	)
Accumulated other comprehensive income		29,148			32,201
Total common stockholders’ equity		25,819			96,027
Noncontrolling interest		357			1,065
Total equity		26,176			97,092

TOTAL LIABILITIES AND EQUITY	$	418,278		$	447,913

The accompanying notes are an integral part of the consolidated financial statements.

SYNUTRA INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

(UNAUDITED)

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2012			2011			2012			2011
Net sales	$	73,228		$	114,362		$	192,914		$	257,172
Cost of sales		41,717			67,078			126,628			151,810
Gross profit		31,511			47,284			66,286			105,362
Selling and distribution expenses		14,488			12,619			41,903			37,408
Advertising and promotion expenses		9,910			7,588			26,900			22,638
General and administrative expenses		6,967			7,365			21,986			20,616
Other operating income, net		216			1,721			1,181			1,901
Income (loss) from operations		362			21,433			(23,322	)		26,601
Interest expense		4,021			3,841			11,511			11,125
Interest income		604			481			1,681			1,404
Other income (loss), net		573			(509	)		2,666			63
Income (loss) before income tax expense		(2,482	)		17,564			(30,486	)		16,943
Income tax expense		10,971			7,162			37,086			7,370
Net income (loss)		(13,453	)		10,402			(67,572	)		9,573
Net income (loss) attributable to the noncontrolling interest		(183	)		116			(417	)		358
Net income (loss) attributable to common stockholders	$	(13,270	)	$	10,286		$	(67,155	)	$	9,215

Weighted average common stock outstanding – basic and diluted		57,301			57,301			57,301			57,301
Earnings (loss) per share – basic and diluted	$	(0.23	)	$	0.18		$	(1.17	)	$	0.16

The accompanying notes are an integral part of the consolidated financial statements.

SYNUTRA INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands)

(UNAUDITED)

	Three Months Ended					Nine Months Ended
	December 31,					December 31,
	2012			2011		2012			2011
Net income (loss)	$	(13,453	)	$	10,402	$	(67,572	)	$	9,573
Other comprehensive income
Currency translation adjustment		422			962		(865	)		3,900
Comprehensive income (loss)		(13,031	)		11,364		(68,437	)		13,473
Less: Comprehensive income (loss) attributable to noncontrolling interest		(183	)		120		(419	)		374
Comprehensive income (loss) attributable to common stockholders	$	(12,848	)	$	11,244	$	(68,018	)	$	13,099

The accompanying notes are an integral part of the consolidated financial statements.

SYNUTRA INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars and shares in thousands)

(UNAUDITED)

	Synutra International, Inc. Stockholders’ Equity
	Common Stock
	Shares		Amount		Additional paid-in capital		Retained earnings (accumulated deficit)			Accumulated other comprehensive income			Noncontrolling Interest			Total equity
Balance, March 31, 2011		57,301	$	6	$	135,440	$	(88,357	)	$	28,204		$	633		$	75,926
Net income (loss)		0		0		0		9,215			0			358			9,573
Currency translation adjustments		0		0		0		0			3,884			16			3,900
Other		0		0		0		0			0			85			85
Balance, December 31, 2011		57,301	$	6	$	135,440	$	(79,142	)	$	32,088		$	1,092		$	89,484
Balance, March 31, 2012		57,301	$	6	$	135,440	$	(71,620	)	$	32,201		$	1,065		$	97,092
Net loss		0		0		0		(67,155	)		0			(417	)		(67,572	)
Currency translation adjustments		0		0		0		0			(863	)		(2	)		(865	)
Disposal of subsidiaries		0		0		0		0			(2,190	)		(381	)		(2,571	)
Other		0		0		0		0			0			92			92
Balance, December 31, 2012		57,301	$	6	$	135,440	$	(138,775	)	$	29,148		$	357		$	26,176

The accompanying notes are an integral part of the consolidated financial statements.

SYNUTRA INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(UNAUDITED)

	Nine Months Ended December 31,
	2012			2011
Operating activities:
Net income (loss)	$	(67,572	)	$	9,573
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		10,340			8,611
Bad debt expense		1,140			6,709
Deferred income tax		36,550			7,191
Foreign currency translation gain on disposal of subsidiaries		(2,190	)		0
Other		(321	)		354

Changes in assets and liabilities:
Accounts receivable		(6,714	)		(14,103	)
Inventories		(3,671	)		15,629
Due from related parties		5,594			3,884
Other assets		(747	)		(15,498	)
Accounts payable		(19,343	)		595
Due to related parties		(226	)		1,535
Advances from customers		5,780			1,351
Income tax receivable		191			(29	)
Other liabilities		24,814			13,973
Net cash provided by (used in) operating activities		(16,375	)		39,775

Investing activities:
Acquisition of property, plant and equipment		(10,547	)		(10,565	)
Change in restricted cash		(30,340	)		(9,849	)
Proceeds from assets disposal		1,817			405
Payment to minority shareholder		(386	)		0
Net cash used in investing activities		(39,456	)		(20,009	)

Financing activities:
Proceeds from short-term debt		221,533			157,951
Repayment of short-term debt		(196,681	)		(194,439	)
Proceeds from long-term debt		58,503			60,494
Repayment of long-term debt		(50,087	)		(48,555	)
Payment on capital lease obligations		(703	)		0
Net cash provided by (used in) financing activities		32,565			(24,549	)

Effect of exchange rate changes on cash and cash equivalents		216			1,818

Net change in cash and cash equivalents		(23,050	)		(2,965	)
Cash and cash equivalents, beginning of period		64,793			48,741
Cash and cash equivalents, end of period	$	41,743		$	45,776

Supplemental cash flow information:
Interest paid		9,997			10,855
Income tax paid		539			82

Non-cash investing and financing activities:
Purchase of property, plant and equipment by accounts payable		(4,028	)		(650	)

The accompanying notes are an integral part of the consolidated financial statements.

SYNUTRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

Synutra International, Inc. (the “Company” or “Synutra”) manufactures, distributes and sells dairy based nutritional products under the “Shengyuan” or “Synutra” line of brands in the People’s Republic of China (“China” or “PRC”). The Company focuses on selling infant formula products, which are supplemented by other nutritional products, such as adult powdered milk formula and prepared baby food, and certain nutritional ingredients and supplements.

2.	BASIS OF PRESENTATION

The Company is responsible for the unaudited consolidated financial statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. The Company prepared these statements following the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules, the Company condensed or omitted certain footnotes or other financial information that are normally required by US GAAP for annual financial statements. These statements should be read in combination with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012.

The Company had a high asset liability ratio as of March 31, 2012. In addition, the Company suffered loss and cash outflows from operations for the nine months ended December 31, 2012 and maintained a high asset liability ratio as of December 31, 2012. However, the Company regards the going concern assumption as appropriate, as the nine months’ net loss is mainly caused by allowance established on deferred tax assets, the short term effect of a substantial retail price increase beginning April 1, 2012 and management’s effort on rectifying sales channel. Operating loss narrowed in the third fiscal quarter compared to the second fiscal quarter, and the Company had a cash inflows from operations for the fiscal third quarter. Accordingly, management believes the Company will be able to realize its assets and satisfy its liabilities in the normal course of business. As a result, the accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

The unaudited consolidated financial statements include the financial statements of Synutra International, Inc. and its subsidiaries, its consolidated variable interest entity, Beijing Shengyuan Huimin Technology Service Co., Ltd., its subsidiaries and Heilongjiang Shengyuan Huiren Clinical Examination Co., Ltd., in which it has a controlling financial interest. A controlling financial interest is typically determined when a company holds a majority of the voting equity interest in an entity. US GAAP provides guidance on the identification and financial reporting for entities over which control is achieved through means other than voting interests, which requires certain VIEs to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Through the contractual arrangements between the Company and the VIEs, the Company controls the operating activities and holds all the beneficial interests of the VIEs and has been determined to be the primary beneficiary of the VIEs. The Company has concluded that such contractual arrangements are legally enforceable. The operations associated with the consolidated VIEs are insignificant and hold deminimis assets and liabilities.

All inter-company accounts and transactions have been eliminated in consolidation.

The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

3.	INVENTORIES

The Company’s inventories at December 31, 2012 and March 31, 2012 are summarized as follows:

(In thousands)	December 31, 2012		March 31, 2012
Raw materials	$	51,547	$	51,844
Work-in-progress		17,070		6,073
Finished goods		10,576		17,582
Total	$	79,193	$	75,499

The value of goods-in-transit included in raw materials was $13.1 million and $21.4 million as of December 31, 2012 and March 31, 2012, respectively, which mainly represented the overseas purchase of milk powder and whey protein.

4.	DUE FROM (TO) RELATED PARTIES AND RELATED PARTY TRANSACTIONS

A.	Classification of related party balances by name

a.	Due from related parties

(In thousands)	December 31, 2012		March 31, 2012
Sheng Zhi Da Dairy Group Corporation	$	1,877	$	1,874
Beijing Honnete Dairy Co., Ltd.		506		3,181
St. Angel (Beijing) Business Service Co. Ltd.		3,625		5,987
Qingdao Lvyin Waste Disposal Investment Management Co., Ltd.		1		0
Beijing Ao Naier Feed Stuff Co., Ltd.		647		1,220
Total	$	6,656	$	12,262

b.	Due to related parties

(In thousands)	December 31, 2012		March 31, 2012
Sheng Zhi Da Dairy Group Corporation	$	1,139	$	1,156
Beijing Honnete Dairy Co., Ltd.		519		499
Beijing Kelqin Dairy Co., Ltd.		3		0
Total	$	1,661	$	1,655

The Company had certain related party borrowings which were recorded in long-term debt. See Note 6. Except for the related party borrowings, the amount due to and due from related parties were unsecured and interest free.

B.	Sales to related parties

In the three months ended December 31, 2012, the Company sold feed grade milk powder to Ao Naier. In the nine months ended December 31, 2012, the Company’s sales to related parties mainly included whey protein powder to Honnete, feed grade milk powder to Ao Naier, and powdered formula products to St. Angel (Beijing) Business Service. In the three and nine months ended December 31, 2011, the Company’s sales to related parties included whey protein to Honnete, powdered formula products to St. Angel (Beijing) Business Service, and feed grade milk powder to Ao Naier.

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
(In thousands)	2012		2011		2012		2011
Beijing Honnete Dairy Co., Ltd.	$	0	$	163	$	773	$	1,242
St. Angel (Beijing) Business Service Co., Ltd.		0		3,679		2,463		6,303
Qingdao Lvyin Waste Disposal Investment Management Co., Ltd.		0		0		1		0
Beijing Ao Naier Feed Stuff Co., Ltd.		87		540		143		671
Total	$	87	$	4,382	$	3,380	$	8,216

Before September 2011, St. Angel (Beijing) Business Service Co., Ltd. also acted as a sub-distributor of the Company's products. From September 2011, St. Angel (Beijing) Business Service Co., Ltd. began to make all the purchases directly from the Company. Sales of powdered formula products from independent distributors to St. Angel (Beijing) Business Service were nil for the fiscal quarter ended December 31, 2011, and $7.5 million for nine months ended December 31, 2011, which were not included in the amounts disclosed above.

C.	Purchases from related parties

In the three and nine months ended December 31, 2012, major transactions included (i) the Company purchased Lactose from Honnete, and (ii) St. Angel Cultural Communication developed and implemented certain marketing strategies for the Company. In the three and nine months ended December 31, 2011, St. Angel Cultural Communication developed and implemented certain marketing strategies for the Company.

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
(In thousands)	2012		2011		2012		2011
Beijing St. Angel Cultural Communication Co. Ltd.	$	119	$	169	$	458	$	169
Beijing Honnete Dairy Co., Ltd.		185		0		4,674		0
Beijing Kelqin Dairy Co., Ltd.		0		0		7		0
Total	$	304	$	169	$	5,139	$	169

5.	PROPERTY, PLANT AND EQUIPMENT, NET

(In thousands)	December 31, 2012		March 31, 2012
Property, plant and equipment, cost:
Capital lease of building	$	5,622	$	4,321
Buildings and renovations		84,522		84,558
Plant and machinery		83,278		83,387
Office equipment and furnishings		9,681		7,986
Motor vehicles		2,937		2,951
Others		915		636
Total cost	$	186,955	$	183,839
Less: Accumulated depreciation:
Capital lease of building		580		530
Buildings and renovations		14,964		12,240
Plant and machinery		37,959		33,338
Office equipment and furnishings		3,705		2,792
Motor vehicles		2,118		1,909
Others		484		431
Total accumulated depreciation		59,810		51,240
Construction in progress		5,032		2,303
Property, plant and equipment, net	$	132,177	$	134,902

Construction in progress mainly represents headquarter renovation and manufacturing equipments.

The Company recorded depreciation expense for owned assets and capital leased assets of $3.4 million and $2.9 million for the fiscal quarters ended December 31, 2012 and 2011, respectively, and $10.2 million and $8.6 million for the nine months ended December 31, 2012 and 2011, respectively.

DEBT

As of December 31, 2012 and March 31, 2012, the Company had short-term debt from PRC banks in the amount of $111.9 million and $86.6 million, respectively. The maturity dates of the short-term debt outstanding range from January 2013 to December 2013. The weighted average interest rate on short-term debt outstanding at December 31, 2012 and March 31, 2012 was 4.9% and 5.7%, respectively. Certain portion of these debts use floating interest rates, which are calculated based on the benchmark lending interest rate published by China’s central bank or on LIBOR. The short-term debt at December 31, 2012 and March 31, 2012 were secured by the pledge of certain inventory purchased under letter of credit of $19.2 million and $25.0 million, respectively; the pledge of certain fixed assets totaling $13.4 million and $5.6 million, respectively; the pledge of the Company’s land use right of $1.4 million and $0.5 million, respectively; and the pledge of restricted cash deposits of $32.1 million and $15.8 million, respectively.

As of December 31, 2012 and March 31, 2012, the Company had long-term debt, including current portion, from banks in the amount of $139.3 million and $130.7 million, respectively. The maturity dates of the long-term debt outstanding range from February 2013 to June 2015. The weighted average interest rate of outstanding long-term debt at December 31, 2012 and March 31, 2012 was 5.9% and 6.6%, respectively. Certain portion of these debts use floating interest rates, which are calculated based on the benchmark lending interest rate published by China’s central bank or on LIBOR. The indebtedness at December 31, 2012 and March 31, 2012 was secured by the pledge of certain fixed assets with net book value of $15.8 million and $17.4 million, respectively; the pledge of land use right of $1.2 million and $1.2 million, respectively; and the pledge of restricted cash deposits of $32.4 million and $21.0 million, respectively.

As of December 31, 2012 and March 31, 2012, the Company had long-term loan due within one year from a related party of $2.9 million. The maturity date of the long-term related party loan principal and interest is in November 2013, and the loan is extendable on the same terms upon maturity as agreed by both parties. The interest rate of the long-term loan at December 31, 2012 and March 31, 2012 was 10.0%. The interest expense of related party loans for the quarters ended December 31, 2012 and 2011 was $72,000 and $72,000, respectively, and for nine months ended December 31, 2012 and 2011 was $215,000 and $265,000, respectively.

Maturities on long-term debt are as follows:

(In thousands)	Year Ending March 31,
2013	$	318
2014		90,139
2015		38,174
2016		13,523
	$	142,154

7.	OTHER CURRENT LIABILITIES

(In thousands)	December 31, 2012		March 31, 2012
Accrued sales rebate	$	21,766	$	3,242
Accrued product replacement cost		1,822		3,556
Payroll and bonus payables		8,101		7,978
Accrued selling expenses		4,290		3,750
Accrued advertising and promotion expenses		13,378		10,708
Other tax payable		1,051		2,358
Accrued rental fee		2,574		4,819
Others		4,527		4,149
Total	$	57,509	$	40,560

8.	INCOME TAXES

The effective tax rate is based on expected income (loss), statutory tax rates and incentives available in the various jurisdictions in which the Company operates. For interim financial reporting, the Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision (benefit) in accordance with the ASC No. 740-270, “Income tax – Interim reporting” (previously FIN 18, " Accounting for Income Taxes in Interim Period "). As the year progresses, the Company refines the estimates of the year’s taxable income as new information becomes available. This continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, the Company adjusts the income tax provision (benefit) during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate.

For the nine months ended December 31, 2012, the Company provided full valuation allowance on the deferred tax assets of the Company's PRC subsidiaries. The Company considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company's experience with tax attributes expiring unused and tax planning alternatives. Valuation allowances have been established for deferred tax assets based on a more-likely-than-not threshold. The Company's ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carryforward periods provided for in the tax law.

9.	EARNINGS (LOSS) PER SHARE

For purposes of calculating basic and diluted earnings per share, the Company used the following weighted average common stocks outstanding:

	Three Months Ended					Nine Months Ended
	December 31,					December 31,
(In thousands except for per share data)	2012			2011		2012			2011
Net income (loss) attributable to common stockholders	$	(13,270	)	$	10,286	$	(67,155	)	$	9,215
Weighted average common stock outstanding – basic and diluted		57,301			57,301		57,301			57,301
Earnings (loss) per share - basic and diluted	$	(0.23	)	$	0.18	$	(1.17	)	$	0.16

The Company granted ABN AMRO Bank N.V., Hong Kong Branch (now known as The Royal Bank of Scotland N.V. ("RBS")) warrants to purchase 400,000 shares of common stock in connection with the RBS Loan in fiscal year 2008. These warrants were excluded from the computation of diluted earnings per share for all periods presented as they would be anti-dilutive.

10.	CONTINGENCIES

The Company is subject to legal proceedings and claims which arise in the ordinary course of business. Claims have been made against the Company from time to time. The Company intends to contest each lawsuit vigorously. The Company is not involved in any legal proceedings which it believes will have the potential for a materially adverse impact on the Company’s business or financial condition, results of operations or cash flows.

11.	SEGMENT REPORTING

The Company focuses on selling infant formula products, which are supplemented by other nutritional products, such as adult powdered formula and prepared baby food, and certain nutritional ingredients and supplements. The activities of each segment are as follows:

Powdered Formula - Sales of powdered infant and adult formula products.

Baby Food - Sales of prepared baby food for babies and children.

Nutritional Ingredients and Supplements - Sales of nutritional ingredients and supplements such as chondroitin sulfate, and microencapsulated Docosahexanoic Acid (“DHA”) and Arachidonic Acid (“ARA”).

“All other” includes non-core businesses such as sales of ingredients and materials to industrial customers.

The Company’s underlying accounting records are maintained on a legal entity basis for government and public reporting requirements. Segment disclosures are on a performance basis consistent with internal management reporting.

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
(In thousands)	2012			2011			2012			2011
NET SALES TO EXTERNAL CUSTOMERS
Powdered formula	$	62,390		$	99,843		$	162,935		$	219,115
Baby food		86			76			196			249
Nutritional ingredients and supplements		156			195			3,632			808
All other		10,596			14,248			26,151			37,000
Net sales	$	73,228		$	114,362		$	192,914		$	257,172
INTERSEGMENT SALES
Powdered formula	$	6		$	0		$	18		$	0
Baby food		122			150			403			330
Nutritional ingredients and supplements		2,422			3,325			6,521			8,265
All other		0			61			51			1,200
Intersegment sales	$	2,550		$	3,536		$	6,993		$	9,795
GROSS PROFIT
Powdered formula	$	32,720		$	48,674		$	72,498		$	104,455
Baby food		(371	)		(372	)		(1,246	)		(1,064	)
Nutritional ingredients and supplements		(188	)		(618	)		(1,882	)		(1,374	)
All other		(650	)		(400	)		(3,084	)		3,345
Gross profit	$	31,511		$	47,284		$	66,286		$	105,362
Selling and distribution expenses		14,488			12,619			41,903			37,408
Advertising and promotion expenses		9,910			7,588			26,900			22,638
General and administrative expenses		6,967			7,365			21,986			20,616
Other operating income, net		216			1,721			1,181			1,901
Income (loss) from operations		362			21,433			(23,322	)		26,601
Interest expense		4,021			3,841			11,511			11,125
Interest income		604			481			1,681			1,404
Other income (expense), net		573			(509	)		2,666			63
Income (loss) before income tax expense	$	(2,482	)	$	17,564		$	(30,486	)	$	16,943

(In thousands)	December 31, 2012			March 31, 2012
TOTAL ASSETS
Powdered formula	$	429,521		$	436,284
Baby food		21,404			24,928
Nutritional ingredients and supplements		24,959			33,292
All other		132,126			170,386
Intersegment elimination		(189,732	)		(216,977	)
Total	$	418,278		$	447,913

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Sections of this Quarterly Report on Form 10-Q (the “Form 10-Q”) including, in particular, the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements.

Expressions of future goals and expectations or similar expressions including, without limitation, “may,” “should,” “could,” “expects,” “does not currently expect,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” or “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. The factors described in the Company’s Annual Report on Form 10-K under Part I. Item 1A. Risk Factors and below in Part II. Other Information – Item 1A. Risk Factors could cause the Company’s actual results to differ materially from those described in the forward-looking statements. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents the Company files from time to time with the SEC, particularly its Quarterly Reports on Form 10-Q, Annual Report on Form 10-K , Current Reports on Form 8-K and all amendments to those reports.

Available Information

The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the SEC. Such reports and other information filed by the Company with the SEC are available on the Company’s website at http://www.synutra.com when such reports are available on the SEC website. The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The contents of these websites are not incorporated into this filing. Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only.

Overview of Our Business

We are a leading infant formula company in China. We principally manufacture, distribute and sell dairy based nutritional products under the “Shengyuan” or “Synutra” brand, together with sub brands in mainland China. We focus on selling infant formula products, which are supplemented by other nutritional products, such as adult powdered milk formula and prepared baby food, and certain nutritional ingredients and supplements. We sell our products through an extensive nationwide sales and distribution network covering all provinces and provincial-level municipalities in mainland China. As of December 31, 2012, this network comprised over 660 independent distributors and over 690 independent sub-distributors who sell our products in approximately 27,000 retail outlets.

We currently have three reportable segments which are:

●	Powdered formula segment: Powdered formula segment covers the sale of powdered infant and adult formula products. Major brands include Super, U-Smart, My Angel and Helanruniu;

●	Baby food segment: Baby food segment covers the sale of prepared baby food for babies and children. It includes the brand of Huiliduo;

●	Nutritional ingredients and supplements segment: Nutritional ingredients and supplements segment covers the production and sale of nutritional ingredients and supplements such as chondroitin sulfate, and microencapsulated Docosahexanoic Acid (“DHA”) and Arachidonic Acid (“ARA”).

Our Other business includes non-core businesses such as sales of surplus milk powder and whey protein to industrial customers.

Executive Summary

We initiated a “gold mining” marketing strategy (“the Strategy“) in September 2012 to strengthen our management of sales channel, aiming at more effective use of the marketing and promotional expenditures and improving net profit. In the past, we provided sales discounts and rebates to distributors to offset part of the marketing and promotional expenditures incurred at retail outlets. As part of the Strategy, we are now centrally monitoring the spending in each retail outlet to ensure more efficient allocation of marketing and promotional expenditures. We have terminated our relationship with those retail outlets with low sales volume and low yield rate on the slotting fees, and focused our resources on those retail outlets with high sales volume and high yield rate on the slotting fees. In order to strengthen our management of sales channel, we have also set up an inventory tracking system to track our products from factory all the way to the retail outlets to prevent distributors from selling out of their permitted area. We are still in the process of implementing the Strategy as of December 31, 2012, and are adjusting our sales discounts and rebates policies according to the reaction of the market to best stimulate retail outlets. As of December 31, 2012, the number of active retail outlets the Company monitors closely was approximately 27,000.

We started to communicate the Strategy to our distributors in August 2012. While most distributors welcome the Strategy as it strengthens our control on sales channel and promotes more orderly competition among distributors, some of them have reduced their recent orders, as they believed the implementation of the Strategy may have a negative short term impact on their performance. The reduced orders from distributors as we implement the Strategy resulted in the lower sales volume of the fiscal quarter ended December 31, 2012 compared to the prior year period. We estimate the Strategy will continue to negatively impact our short term performance but we believe the successful implementation of the Strategy is vital to the efficiency of our sales channel system and we are committed to continuing the implementation of the Strategy.

Three Months Results of Operations

Below is a summary of selected comparative results of operations for the quarters ended December 31, 2012 and 2011:

	Three Months Ended December 31,
(In thousands, except per share data)	2012			2011		% Change
Net sales	$	73,228		$	114,362		-36%
- Powdered formula segment		62,390			99,843		-38%
Cost of sales		41,717			67,078		-38%
- Powdered formula segment		29,670			51,169		-42%
Gross profit		31,511			47,284		-33%
- Powdered formula segment		32,720			48,674		-33%
Gross Margin		43%			41%
- Powdered formula segment		52%			49%
Income (loss) from operations		362			21,433		-98%
Interest expense, net		3,417			3,360		2%
Income (loss) before income tax expense (benefit)		(2,482	)		17,564		-114%
Income tax expense		10,971			7,162		53%
Net income (loss)		(13,453	)		10,402		-229%
Net income (loss) attributable to common stockholders	$	(13,270	)	$	10,286		-229%
Weighted average common stock outstanding – basic and diluted		57,301			57,301
Income (loss) per share – basic and diluted	$	(0.23	)	$	0.18		-229%

Unless otherwise noted, all translations from Renminbi to U.S. dollars were made at the mid rate published by the People’s Bank of China, or the mid rate, as of December 31, 2012, which was RMB 6.2855 to $1.00. We make no representation that the Renminbi amounts referred to in this Quarterly Report on Form 10-Q could have been or could be converted into U.S. dollars at any particular rate or at all. On February 4, 2013, the mid rate was RMB 6.2860 to $1.00.

Net Sales

Our net sales by reportable segments are shown in the table below:

	Three Months Ended December 31,						% Change in
(In thousands, except percentage data)	2012		2011		% Change		Volume		Price
Powdered formula	$	62,390	$	99,843		-38%		-35%		-3%
Baby food		86		76		13%
Nutritional ingredients and supplements		156		195		-20%
All other		10,596		14,248		-26%
Net sales	$	73,228	$	114,362		-36%

Net sales of our powdered formula segment include powdered formula products for infants, children and adults. The decrease of net sales of our powdered formula products was mainly due to the following factors:

●

Sales volume of powdered formula products for the fiscal quarter ended December 31, 2012 was 5,875 tons, as compared to 9,088 tons for the same period in the previous year, due primarily to the reduced order from distributors as we implement the Strategy as discussed above.

●

The average selling price of our powdered formula products for the fiscal quarter ended December 31, 2012 was $10,620 per ton, compared to $10,986 per ton for the same period in the previous year. Average selling price is calculated as net sales of powdered formula segment, after deducting sales discounts and rebates, divided by sales volume. The slight decrease in average selling price was the result of increased sales discounts and rebates per ton, partially offset by the retail price increase we instituted on April 1, 2012. We provided sales discounts and rebates to offset part of the marketing and promotional expenditures incurred at retail outlets.

The product mix in baby food segment is comprised mainly of prepared baby food, such as cooked meat and vegetables. We currently focus our efforts on the powdered formula segment, and did not develop the baby food segment as planned.

The product mix in nutritional ingredients and supplements segment is comprised of external sales of chondroitin sulfate to third parties, and inter-segment sales of microencapsulated DHA and ARA to the powdered formula segment. While our cost was high as we produced less amount than our normal capacity and we incurred gross loss on our chondroitin sulfate sales, we began selling to certain international pharmaceutical companies in the fiscal quarter ended June 30, 2012. A major customer’s business was adversely affected by a hurricane in October 2012. As a result, that customer's orders and shipments were delayed and hence no revenue recognized for this major customer, which was the main reason for our decreased sales and cost in the quarter ended December 31, 2012.

Our Other business mainly included sales of raw milk powder of $6.1 million and whey protein of $3.3 million for the quarter ended December 31, 2012. Our Other business mainly included sales of raw milk powder of $12.2 million for the quarter ended December 31, 2011.

Cost of Sales

Our cost of sales by reportable segments is shown in the table below:

	Three Months Ended December 31,
(In thousands, except percentage data)	2012		2011		% Change
Powdered formula	$	29,670	$	51,169		-42%
Baby food		457		448		2%
Nutritional ingredients and supplements		344		813		-58%
All other		11,246		14,648		-23%
Cost of sales	$	41,717	$	67,078		-38%

The decrease in the cost of sales of the powdered formula segment was mainly due to the decrease in sales volume and decreased free products provided to distributors.

The decrease in the cost of sales of nutritional ingredients and supplements segment was mainly due to the delayed order and shipment from a major customer as discussed above.

Cost of our Other business mainly included cost of raw milk powder of $6.0 million and whey protein of $2.7 million for the quarter ended December 31, 2012. Cost of our Other business mainly included cost of raw milk powder of $13.2 million for the quarter ended December 31, 2011.

Gross Profit and Gross Margin

	Three Months Ended December 31,
(In thousands, except percentage data)	2012		2011		% Change
Gross profit	$	31,511	$	47,284		-33%
- Powdered formula		32,720		48,674		-33%
Gross margin		43%		41%
- Powdered formula		52%		49%

The increase in gross margin of powdered formula segment was mainly due to less free product per ton and redemption policy change for customer loyalty program in the fiscal quarter ended December 31, 2012.

Expenses

	Three Months Ended December 31,
(In thousands, except percentage data)	2012		2011		% Change
Selling and distribution expenses	$	14,488	$	12,619		15%
Advertising and promotion expenses		9,910		7,588		31%
- Advertising expenses		3,320		2,629		26%
- Promotion expenses		6,590		4,959		33%
General and administrative expenses		6,967		7,365		-5%
Other operating income, net		216		1,721		-87%

Selling and distribution expenses primarily include compensation expense for sales staff, freight charges, travel expense and service charge for our customer loyalty program. The increase in selling and distribution expenses in the fiscal quarter ended December 31, 2012 from the same period in the previous year was mainly due to the increase in sales staff compensation.

Advertising expenses primarily include media expenses paid to national and local TV stations, and e-commerce providers. The increase in advertising expenses in the fiscal quarter ended December 31, 2012 was due to our decision to increase efforts on network media advertising. Promotion expenses primarily include promotional products to end customers. The increase in promotion expenses in the fiscal quarter ended December 31, 2012 was mainly due to more consumer loyalty program expenses for end customers.

General and administrative expenses primarily include salaries for staff and management, depreciation, and office supply in the fiscal quarter ended December 31, 2012. The slight decrease in general and administrative expenses in the fiscal quarter ended December 31, 2012 from the same period in the previous year was mainly due to the decrease in bad debt expense.

Other operating income represented the receipt of general purpose subsidies from local governments.

Interest Expense and Interest Income

Interest expense increased slightly in the fiscal quarter ended December 31, 2012 compared to the same period in the previous year, as a result of increased loan balance, and decreased average interest rate as we used more trade financing to purchase inventory with lower interest rates.

The increase in interest income in the fiscal quarter ended December 31, 2012 from the same period in the previous year was mainly due to an increase in average restricted cash balance, which earned a higher interest rate than cash and cash equivalents.

Other Income, Net

Other income for the fiscal quarter ended December 31, 2012 mainly included a gain from exchange rate changes.

Income Tax Expense

The increase in income tax expense was primarily due to $11.1 million charge from the increase in the valuation allowance for deferred tax assets of certain PRC subsidiaries.

Net Income (Loss) Attributable to Noncontrolling Interest

Net income (loss) attributable to noncontrolling interest mainly represents the interest held by third parties in Meitek Technology (Qingdao) Co., Ltd.

Net Income (Loss) Attributable to Common Stockholders

As a result of the foregoing, net loss attributable to common stockholders for the fiscal quarter ended December 31, 2012 was $13.3 million, compared to a net income of $10.3 million for the same period in the previous year.

Nine Months Results of Operations

Below is a summary of selected comparative results of operations for the nine months ended December 31, 2012 and 2011:

	Nine Months Ended December 31,
(In thousands, except per share data)	2012			2011		% Change
Net sales	$	192,914		$	257,172		-25%
- Powdered formula segment		162,935			219,115		-26%
Cost of sales		126,628			151,810		-17%
- Powdered formula segment		90,437			114,660		-21%
Gross profit		66,286			105,362		-37%
- Powdered formula segment		72,498			104,455		-31%
Gross Margin		34%			41%
- Powdered formula segment		45%			48%
Income (loss) from operations		(23,322	)		26,601		*
Interest expense, net		9,830			9,721		1%
Income (loss) before income tax expense		(30,486	)		16,943		*
Income tax expense		37,086			7,370		*
- Effective tax rate		-122.4%			43.5%
Net income (loss)		(67,572	)		9,573		*
Net income (loss) attributable to common stockholders	$	(67,155	)	$	9,215		*
Weighted average common stock outstanding – basic and diluted		57,301			57,301
Loss per share – basic and diluted	$	(1.17	)	$	0.16		*

* not meaningful

Net Sales

Our net sales by reportable segments are shown in the table below:

	Nine Months Ended December 31,						% Change in
(In thousands, except percentage data)	2012		2011		% Change		Volume		Price
Powdered formula	$	162,935	$	219,115		-26%		-27%		1%
Baby food		196		249		-21%
Nutritional ingredients and supplements		3,632		808		350%
All other		26,151		37,000		-29%
Net sales	$	192,914	$	257,172		-25%

●

Sales volume of powdered formula products for the nine months ended December 31, 2012 was 14,860 tons, as compared to 20,225 tons for the same period in the previous year, due primarily to the significant purchase by distributors prior to our retail price increase effective on April 1, 2012, and the reduced order from distributors as we implement the Strategy as discussed above.

●

The average selling price of our powdered formula products for the nine months ended December 31, 2012 was $10,965 per ton, compared to $10,834 per ton for the same period in the previous year. Average selling price is calculated as net sales of powdered formula segment, after deducting sales discounts and rebates, divided by sales volume. The slight increase in average selling price was mainly due to the retail price increase we instituted on April 1, 2012, partially offset by increased sales discounts and rebates per ton. We provided sales discounts and rebates to offset part of the marketing and promotional expenditures incurred at retail outlets. The sales discounts and rebates does not fluctuate directly with current period sales because it is based on a prorated annual estimate.

The sales volume and average selling price exclude the amount of free products provided to customers, which is recorded as cost of sales in the period. The prior year period sales volume and average selling price had been adjusted for consistency.

Our Other business mainly included sales of raw milk powder of $18.4 million and whey protein of $5.7 million for the nine months ended December 31, 2012. Our Other business mainly included sales of raw milk powder of $28.2 million, whey protein of $2.2 million and raw milk of $3.3 million for the nine months ended December 31, 2011.

Cost of Sales

Our cost of sales by reportable segments is shown in the table below:

	Nine Months Ended December 31,
(In thousands, except percentage data)	2012		2011		% Change
Powdered formula	$	90,437	$	114,660		-21%
Baby food		1,442		1,313		10%
Nutritional ingredients and supplements		5,514		2,182		153%
All other		29,235		33,655		-13%
Cost of sales	$	126,628	$	151,810		-17%

The decrease in the cost of sales of the powdered formula segment was mainly due to the decrease in sales volume, partially offset by the increased cost of whey protein powder and inventory write-down for imported Super series.

The increase in the cost of sales of nutritional ingredients and supplements segment was mainly due to the sales of chondroitin sulfate to certain international pharmaceutical companies as discussed above.

Cost of our Other business mainly included cost of raw milk powder of $20.2 million and whey protein of $4.7 million for the nine months ended December 31, 2012. Cost of our Other business mainly included cost of raw milk powder of $28.2 million, whey protein of $1.2 million and raw milk of $3.3 million for the nine months ended December 31, 2011.

Gross Profit and Gross Margin

	Nine Months Ended December 31,
(In thousands, except percentage data)	2012		2011		% Change
Gross profit	$	66,286	$	105,362		-37%
- Powdered formula		72,498		104,455		-31%
Gross margin		34%		41%
- Powdered formula		45%		48%

The decrease in gross margin of powdered formula segment was mainly due to increased cost of whey protein powder and inventory write-down for imported Super series for the nine months ended December 31, 2012.

Expenses

	Nine Months Ended December 31,
(In thousands, except percentage data)	2012		2011		% Change
Selling and distribution expenses	$	41,903	$	37,408		12%
Advertising and promotion expenses		26,900		22,638		19%
- Advertising expenses		10,068		8,090		24%
- Promotion expenses		16,832		14,548		16%
General and administrative expenses		21,986		20,616		6%
Other operating income, net		1,181		1,901		-38%

Selling and distribution expenses primarily include compensation expense for sales staff, freight charges, travel expense and service charge for our customer loyalty program. The increase in selling and distribution expenses in the nine months ended December 31, 2012 from the same period in the previous year was mainly due to the increase in sales staff compensation, and in a service charge for our consumer loyalty program administered by a third party since the fourth quarter of fiscal year 2012.

Advertising expenses primarily include media expenses paid to national and local TV stations, and e-commerce providers. The increase in advertising expenses in the nine months ended December 31, 2012 was due to our decision to increase efforts on network media advertising. Promotion expenses primarily include promotional products to end customers. The increase in promotion expenses in the nine months ended December 31, 2012 was mainly due to more customer loyalty program expenses for end customers.

General and administrative expenses primarily include salaries for staff and management, depreciation, and office supplies in the nine months ended December 31, 2012. The increase in general and administrative expenses in the nine months ended December 31, 2012 from the same period in the previous year was mainly due to the increased depreciation expense related to the new headquarter renovation.

Other operating income represented the receipt of general purpose subsidies from local governments.

Interest Expense and Interest Income

The slight increase in interest expense in the nine months ended December 31, 2012 from the same period in the previous year was mainly due to an increase in average borrowing balance, partially offset by decreased average interest rate as we used more trade financing to purchase inventory with lower interest rates.

The increase in interest income in the nine months ended December 31, 2012 from the same period in the previous year was mainly due to an increase in average restricted cash balance, which earned a higher interest rate than cash and cash equivalents.

Other income, net

Other income for the nine months ended December 31, 2012 mainly include foreign currency translation gains of $2.2 million reclassified from accumulated comprehensive income as a result of substantial completion of the disposal of Heilongjiang Baoquanling Shengyuan Dairy Co., Ltd. and Heilongjiang Baoquanling Shengyuan Dairy Cow Breeding Co., Ltd.

Income Tax Expense

The increase in income tax expense was primarily due to $36.5 million charge from the increase in the valuation allowance for deferred tax assets of certain PRC subsidiaries for the nine months ended December 31, 2012.

Net Income (Loss) Attributable to Noncontrolling Interest

Net income (loss) attributable to noncontrolling interest mainly represents the interest held by third parties in Meitek Technology (Qingdao) Co., Ltd.

Net Loss Attributable to Common Stockholders

As a result of the foregoing, net loss attributable to common stockholders for the nine months ended December 31, 2012 was $67.2 million, compared to a net income of $9.2 million for the same period in the previous year.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash on hand, cash from operations and available borrowings. Cash flows from operating activities represent the inflow of cash from our customers and the outflow of cash for inventory purchases, manufacturing, operating expenses, interest and taxes. Cash flows used in investing activities primarily represent capital expenditures for equipment and buildings. Cash flows from financing activities primarily represent proceeds and repayments of borrowings.

Cash and cash equivalents totaled $41.7 million at December 31, 2012, of which $40.9 million was held outside of the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. Under that assumption, it is expected that assets will be realized and liabilities will be satisfied in the normal course of business. Management believes the Company has the ability to meet its financial obligations as they come due, for at least the next twelve months and will continue as a going concern.

On September 17, 2012, the Company entered into a partnership agreement, a milk supply agreement, a whey supply agreement, a whey powder supply agreement, and a technical assistance agreement with Sodiaal Union, a French agricultural cooperative company (“Sodiaal”), and Euroserum SAS (“Euroserum”), a French subsidiary of Sodiaal, relating to a long-term industrial and commercial partnership between Sodiaal and the Company. Under these agreements, the Company will build a new drying facility in Carhaix, France, intended to manufacture powdered milk and fat-enriched demineralized whey. Pursuant to the partnership agreement, the operational commissioning of the Site will take place no later than January 2, 2015. In the event of a delay beyond January 2, 2015 and save for limited exceptions, the Company undertakes to compensate, according to the circumstance, Sodiaal or Euroserum for the loss incurred as a result of such delay. The loss incurred by Sodiaal or Euroserum in case of a delay of the operational commissioning of the new drying facility beyond January 2, 2015 shall amount to the loss of profits actually suffered, as the case may be, by Sodiaal or Euroserum under the milk supply agreement or the whey supply agreement. The estimated cost to build is € 90 million (approximately $117 million). The Company is still negotiating with the banks and plans to finance a major part of the amount with long-term borrowings from the banks, and the remaining amount with its own funds. The Company committed to purchase, and Sodiaal and Euroserum committed to sell, 288 million liters of milk per year for ten years, an amount of whey equivalent to 24,000 tons of 70% demineralized pre-concentrated dry whey extract per year for ten years, and 6,000 tons of 70% demineralized whey powder per year, or an equivalent quantity of liquid whey, for ten years, to satisfy the production needs of the new drying facility. If the Company purchased less than the agreed amount, the Company should compensate Sodiaal or Euroserum for the loss suffered. The Company shall obtain approvals of the Chinese government within six months of the execution of the partnership agreement, failing which, the agreement shall be deemed terminated without penalty. As of February 8, 2013, the Company is in the process of obtaining approvals from the Chinese government.

Cash Flows

The following table sets forth, for the periods indicated, certain information relating to our cash flows:

	Nine Months Ended December 31,
(In thousands)	2012			2011
Cash flow provided by/(used in):
Operating activities
Net income (loss)	$	(67,572	)	$	9,573
Depreciation and amortization		10,340			8,611
Bad debt expense		1,140			6,709
Deferred income tax		36,550			7,191
Foreign currency translation gain on disposal of subsidiaries		(2,190	)		0
Other		(321	)		354
Changes in assets and liabilities		5,678			7,337
Total operating activities		(16,375	)		39,775
Investing activities		(39,456	)		(20,009	)
Financing activities		32,565			(24,549	)
Effect of foreign currency translation on cash and cash equivalents		216			1,818
Net decrease in cash and cash equivalents	$	(23,050	)	$	(2,965	)

Cash flow used in operating activities in the period is a result of the net loss incurred, non-cash expense and income, and changes in working capital. The changes in working capital for the nine months ended December 31, 2012 were primarily related to $24.8 million increase in other liabilities, partially offset by $19.3 million decrease in accounts payable. In the nine months ended December 31, 2012, we spent $201.0 million to purchase raw materials and other production materials, $37.3 million in staff compensation and social welfare, $19.6 million in value-added tax and other taxes, $51.6 million in operating expenses, $10.0 million in interest, and received $303.1 million from our customers.

Cash flow used in investing activities represents $10.5 million payment for our new headquarter renovation and purchase of equipment, $30.3 million outflow for restricted cash required as a pledge for new loans and as a collateral for new letters of credit, $1.8 million in proceeds from disposed assets, and $0.4 million payment to minority interest shareholders during the nine months ended December 31, 2012.

Cash flow used in financing activities mainly represents net cash inflow of $24.9 million of short-term loans and net cash inflow of $8.4 million of long-term loans, and $0.7 million payment for capital leased assets.

Outstanding Indebtedness

For information on our short-term and long-term borrowings, see “Item 1. Financial Statements—Note 6”.

Capital Expenditures

Our capital expenditures were $8.5 million and the corresponding cash outflow was $10.5 million for the nine months ended December 31, 2012, which mainly represented expenditure for our new headquarter renovation and purchase of equipment.

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There is no material change in the information reported under Item 7A, “Foreign Exchange Risk”, “Inflation”, “Interest Rate Risk”, “Concentration of Credit Risk” and “Commodities Risk” contained in our Form 10-K for the fiscal year ended March 31, 2012.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding Effectiveness of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of December 31, 2012.

Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2012, the Company’s disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Chief Executive Officer and Chief Financial Officer’s conclusion regarding the Company’s disclosure controls and procedures is based solely on management’s conclusion that the Company’s internal control over financial reporting was not effective, as described below.

As of March 31, 2012, we had the following material weakness:

The Company lacked a Chief Financial Officer with requisite skills to perform a sufficient review of the US GAAP consolidated financial statements and related footnote disclosures. As a result, the Company was unable to effectively operate period-end financial reporting and disclosure controls related to unusual and complex transactions.

The Company has hired a new Chief Financial Officer on December 18, 2012. However, we do not believe that the newly hired Chief Financial Officer had sufficient time to become acquainted with our operations, systems, and processes. Therefore, we have concluded that the material weakness still exists as of December 31, 2012.

Remediation and Changes in Internal Control over Financial Reporting

The Company has taken and is continuing to take actions to improve our internal control over financial reporting including actions to address the previously identified material weakness. On December 18, 2012 we hired Ms. Ning Cai to be our Chief Financial Officer. We are also in the process of developing and implementing alternative controls on period-end financial reporting and disclosure process related to unusual and complex transactions.

Other than as described above, there have not been any other changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2012, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting. As described above, we plan to implement changes to our internal controls over financial reporting for the year ending March 31, 2013.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of December 31, 2012, the end of the period covered by this report, the Company was subject to various legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. In the opinion of management, the Company does not have a potential liability related to any current legal proceedings and claims that would individually or in the aggregate have a material adverse effect on its financial condition or operating results. However, the results of legal proceedings cannot be predicted with certainty. The Company intends to contest each lawsuit vigorously but should the Company fail to prevail in any of these legal matters or should several of these legal matters be resolved against the Company in the same reporting period, the operating results of a particular reporting period could be materially and adversely affected.

ITEM 1A. RISK FACTORS

For information regarding the risks and uncertainties affecting our business, please refer to “Part I, Item 1A Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2012. There have been no material changes to these risks and uncertainties during the quarter ended December 31, 2012.

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

None.

ITEM 6. EXHIBITS

Exhibit Number		Description
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)

32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)

101		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets—December 31, 2012 and March 31, 2012, (ii) the Consolidated Statements of Operations—Three and Nine Months Ended December 31, 2012 and 2011, (iii) the Consolidated Statements of Comprehensive Income(Loss)—Three and Nine Months Ended December 31, 2012 and 2011, (iv) the Consolidated Statements of Equity—Nine Months Ended December 31, 2012 and 2011, (v) the Consolidated Statements of Cash Flows—Nine Months Ended December 31, 2012 and 2011, and (vi) Notes to Consolidated Financial Statements.*

*	As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SYNUTRA INTERNATIONAL, INC.



Date: February 8, 2013	By:	/s/ Liang Zhang
		Name:	Liang Zhang
		Title:	Chief Executive Officer and Chairman

	By:	/s/ Ning Cai
		Name:	Ning Cai
		Title:	Chief Financial Officer

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