CHINA BIOTICS INC (NASDAQ:CHBT)

CHINA-BIOTICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND OTHER COMPREHENSIVE INCOME

(Amounts expressed in US Dollars)

 

		Three months ended June 30,
		2013				2012
Net sales		$	13,136,530			$	17,382,483
Cost of sales			6,308,168				7,278,378
Gross profit			6,828,362				10,104,105
Operating expenses:
Selling expenses			2,206,452				4,036,365
General and administrative expenses			2,951,526				2,354,571
Research and development expenses			1,573,637				1,304,525
Total operating expenses			6,731,615				7,695,461
Income from operations			96,747				2,408,644
Other income and expenses:
Interest expense			(271,933	)			(145,460	)
Interest income			184,665				194,973
Investment income, net of fees			789,869				776,683
Exchange (loss) gain, net			(2,264	)			8,987
Miscellaneous			3,693				(102,892	)
Total other income			704,030				732,291
Income before taxes			800,777				3,140,935
Income taxes			646,857				1,068,972
Net income			153,920				2,071,963
Other comprehensive income
Foreign currency translation adjustment			3,222,726				298,763
Comprehensive income		$	3,376,646			$	2,370,726
Weighted average number of shares
Basic			22,150,200				22,150,200
Diluted			22,150,200				22,326,563
Income per common stock
Basic		$	0.01			$	0.09
Diluted		$	0.01			$	0.09

CHINA-BIOTICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

(Amounts expressed in US Dollars)

 

		Years ended March 31,
		2013				2012
Net sales		$	75,716,189			$	58,873,629
Cost of sales			31,524,964				26,163,629
(Recovery) write-off of concession credits to distributors			(2,514,240	)			7,162,229
Gross profit			46,705,465				25,547,771
Operating expenses:
Selling expenses			11,638,150				5,628,820
General and administrative expenses			11,996,055				11,236,039
Research and development			4,852,830				5,084,949
Non-recoverable cost related to acquired production technology			1,905,276				-
Total operating expenses			30,392,311				21,949,808
Income from operations			16,313,154				3,597,963
Other income and expenses:
Interest expense			(651,751	)			(344,957	)
Interest income			647,104				1,762,566
Investment income, net of fee expenses			3,050,536				808,740
Exchange losses, net			(3,202	)			(94,070	)
Miscellaneous			(156,750	)			(121,264	)
Total other income			2,885,937				2,011,015
Income before taxes			19,199,091				5,608,978
Income taxes			3,815,276				2,833,168
Net income			15,383,815				2,775,810
Other comprehensive income
Foreign currency translation adjustment			1,698,438				1,825,637
Comprehensive income		$	17,082,253			$	4,601,447
Weighted average number of shares
Basic			22,150,200				22,150,200
Diluted			22,150,200				22,266,993
Income per share
Basic		$	0.69			$	0.13
Diluted		$	0.69			$	0.12

 

CHINA-BIOTICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME

(Amounts expressed in US Dollars)

 

		Years ended March 31,
		2011				2010				2009
Net sales		$	108,794,932			$	81,363,973			$	54,197,082
Cost of sales			38,926,924				24,070,203				16,197,267
Gross profit			69,868,008				57,293,770				37,999,815
Operating expenses:
Selling expenses			13,904,849				13,535,225				11,563,012
General and administrative expenses			13,498,510				4,872,670				3,016,694
Research and development			6,730,514				3,665,388				3,229,788
Other income and exchange gains			-				(60,178	)			(1,592,773	)
Total operating expenses			34,133,873				22,013,105				16,216,721
Income from operations			35,734,135				35,280,665				21,783,094
Other income and expenses:
Changes in the fair value of derivative liabilities			12,755,000				(12,137,000	)			3,092,000
Gain on extinguishment of derivative liabilities			2,042,000				-				-
Interest expense			(4,930,896	)			-				-
Interest income			512,578				292,644				254,183
Other income (expenses), net			(194,991	)			-				-
Total other (expenses) income			10,183,691				(11,844,356	)			3,346,183
Income before taxes			45,917,826				23,436,309				25,129,277
Income taxes			8,982,349				7,788,348				5,162,388
Net income			36,935,477				15,647,961				19,966,889
Other comprehensive income
Foreign currency translation adjustment			5,495,851				228,042				1,034,198
Comprehensive income		$	42,431,328			$	15,876,003			$	21,001,087
Weighted average number of share:
Basic			22,241,076				19,605,589				17,080,000
Diluted			23,689,004				19,605,589				17,080,000
Earnings per share:
Basic		$	1.66			$	0.80			$	1.17
Diluted		$	1.02			$	0.80			$	1.17

CHINA-BIOTICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

(Amounts expressed in US Dollars)

 

		Years ended March 31,
		2012				2011
Net sales		$	58,873,629			$	108,794,932
Cost of sales			26,163,629				38,926,924
Cost of product returns			7,162,229				-
Gross profit			25,547,771				69,868,008
Operating expenses:
Selling expenses			5,628,820				13,904,849
General and administrative expenses			16,320,988				20,229,024
Total operating expenses			21,949,808				34,133,873
Income from operations			3,597,963				35,734,135
Other income and expenses:
Gain on extinguishment of derivative liability			-				14,797,000
Interest expense			(344,957	)			(4,930,896	)
Interest income			2,571,306				512,578
Other income			4,885				1,665
Other expenses			(126,149	)			(55,049	)
Exchange losses, net			(94,070	)			(141,607	)
Total other income			2,011,015				10,183,691
Income before taxes			5,608,978				45,917,826
Income taxes			2,833,168				8,982,349
Net income			2,775,810				36,935,477
Other comprehensive income
Foreign currency translation adjustment			1,825,637				5,495,851
Comprehensive income		$	4,601,447			$	42,431,328
Weighted average number of shares
Basic			22,150,200				22,241,076
Diluted			22,266,993				23,689,004
Income per common stock
Basic		$	0.13			$	1.66
Diluted		$	0.12			$	0.93

On February 25, 2012, the board of directors of China-Biotics, Inc. (the “Company”) requested the resignation of Jonathan Chan from the Company’s board of directors and from his position as the Chairman of the Company’s Audit Committee because Mr. Chan was unable to devote the necessary time to the Company in order to fulfill his duties. Mr. Chan communicated his resignation orally and has not provided the Company with a written resignation. The board of directors of the Company accepted his resignation. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On February 25, 2012, the Company announced the appointment of Mr. Ivan Chu, Siu-lun, as a new director of the Company and as the new Chairman of the Company’s Audit Committee, effective immediately, to replace the vacancy created by Mr. Chan’s resignation. Mr. Chu, age 31, brings more over 8 years of professional experience in governmental, executive and corporate finance with various public companies and investment institutions. Since September 2011, Mr. Chu has been the project director for Suncorp Technology Limited, a company listed on the Hong Kong Exchange. Since July 2011, he also has served as an independent director and a member of the audit committee of CNC Holding Limited, a Hong Kong Exchange listed company. Since September 2007, Mr. Chu also has served as the founder and executive director of HUDA Asia Investments Limited, a corporate financing company that provides services in IPO consultation, advisory services in mergers and acquisition of listed companies, management of investment funds and other securities related services. Through his professional experience, Mr. Chu has developed expertise in financial management, account reporting, mergers and acquisitions, risk control, fund valuation, SOX 404 compliance and operational management of project development.

Item 4.01(b)

Changes in Registrant’s Certifying Accountant.

 

On February 26, 2012, China-Biotics, Inc. (the “Company”) engaged Weinberg & Company, P.A. (“Weinberg”) as the Company’s principal registered independent public accounting firm to audit the Company’s financial statements. Weinberg’s engagement will be effective for the audit of the Company’s annual financial statements for the Company’s fiscal years ending from and after March 31, 2011. The engagement of Weinberg was approved by the Audit Committee of the Board of Directors of the Company.

 

During the Company’s fiscal years ended March 31, 2009 and 2010, and through February 26, 2012, neither the Company, nor anyone on its behalf, consulted with Weinberg with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided by Weinberg to the Company that Weinberg concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of either a disagreement or a reportable event.

On September 15, 2011, the staff of the U.S. Securities and Exchange Commission (the “SEC”) informed China-Biotics, Inc. (the “Company”) that it intended to recommend that the Commission institute a public administrative proceeding against the Company for alleged violations of Section 13(a) of the Securities Exchange Act of 1934 and Rules 13a-1 and 13a-13 or 13a-16 promulgated thereunder. In connection with the contemplated administrative proceeding, the staff may seek to suspend or revoke the registration of each class of the Company’s securities and issue an order suspending for ten days the trading in the Company’s securities. In accordance with Rule 5(c) of the Commission’s Rules on Informal and Other Procedures, the staff has offered the Company the opportunity to make a Wells submission.

On June 23, 2011, the Board of Directors (the “Board”) of China-Biotics, Inc. (the “Company”) unanimously voted to voluntarily delist the Company’s common stock from the Nasdaq Global Stock Market (“Nasdaq”). The Board has determined that maintaining the listing of the Company’s common stock on Nasdaq has imposed difficult burdens on the Company. These burdens have been compounded by the recent resignations of the Company’s former auditor, BDO Limited, and the Company’s Chief Financial Officer, Travis Cai, as disclosed by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 23, 2011, as well as the resignation of Mr. Simon Yick, the former Chairman of the Audit Committee of the Board, as disclosed by the Company in a Current Report on Form 8-K filed with the SEC on June 28, 2011.

On June 22, 2011, China-Biotics, Inc. (the “Company”) received a letter of resignation from BDO Limited (“BDO”) stating that it had resigned as the Company’s independent auditor, effective immediately. In its letter of resignation (the “Resignation Letter”), BDO informed the Company that its resignation is based on

(i) its determination that certain irregularities (identified in a letter dated June 10, 2011 from BDO to the Company (the “June 10 Letter”) and described more fully below) likely constitute illegal acts that could have a material effect on the financial statements of the Company for the purposes of Section 10A of the Securities Exchange Act of 1934, as amended; and

(ii) its conclusion that the Company’s Board of Directors and Audit Committee have not taken timely and appropriate remedial actions in respect of the alleged illegal acts.

The Resignation Letter further states that, as a result of such failure to take appropriate remedial actions, it is impossible for BDO to gather evidence to assess whether the Company’s accounting records have been falsified and whether there are other issues that could have a material effect on the financial statements of the Company.

The irregularities identified by BDO in the June 10 Letter consisted of the following:

• In a Company sales contract, the purchaser’s chop (i.e., the official signature or seal) affixed on the signature page of the sales contract belongs to a different company than the one named in the sales contract;
• In connection with BDO’s review of the Company’s bank account through the Company’s e-banking system using the Company’s computer, BDO was directed by the Company to access a suspected fake website for the bank;
• A bank advice dated March 21, 2011 documenting a portion of the Company’s interest income contained mathematical errors that the Company’s management dismissed as clerical mistakes made by the bank; the Company later replaced it with a “corrected” advice from the bank; and
• The aforementioned bank advice dated March 21, 2011 used a deposit interest rate to calculate the interest income earned by the Company, which differed from the interest rate announced by the People’s Bank of China for the relevant deposit period as referred to in an undated deposit agreement that was presented to BDO to corroborate the Company’s interest income.

SHANGHAI, June 23, 2011—China-Biotics, Inc. (“China-Biotics” or the “Company”) (NASDAQ: CHBT), a leading developer, manufacturer, and distributor of probiotics products in China, today announces that on June 20, 2011, the Company received a letter from the NASDAQ Listing Qualification staff (the “NASDAQ Letter”) asserting that, because the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended March 31, 2011, and based upon disclosures made by the Company in its recently filed Form 12b-25 and additional information provided to NASDAQ, the Company no longer complies with the NASDAQ Listing Rules for continued listing.  In addition, the NASDAQ Letter requested that the Company provide to NASDAQ a formal “plan of compliance” setting forth the steps that the Company proposes to take to regain compliance for continued listing of the Company’s common stock on the NASDAQ, as well as certain other information relevant to NASDAQ’s evaluation of the plan of compliance.
 
NASDAQ has established an expedited schedule for the Company to submit its plan of compliance and related information.  The Company’s response is due no later than July 5, 2011.
 
The Company will use its best efforts to submit a plan of compliance to NASDAQ, together with the other information requested, on or before July 5, 2011.  There can be no assurance that the Company will be able to meet this deadline or that the Company’s plan of compliance and other related information will sufficiently satisfy NASDAQ to avoid delisting.

• On June 23, 2011, Mr. Travis Cai, the Company’s Chief Financial Officer, submitted his resignation to the Company, effective immediately.

• Ms. Marie Yang, Financial Manager of Growing Bioengineering (Shanghai) Company Limited (“Growing”), a subsidiary of the Company, has been appointed as the Company’s interim Chief Financial Officer, effective June 23, 2011.  She will serve as the interim Chief Financial Officer of the Company until a successor can be appointed.  Ms. Yang has more than 15 years of finance experience and has relative experience complying with the internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002.  From 2007 to 2010, Ms. Yang served as the Financial Controller for Crane Nantong Company Ltd.  Ms. Yang has served as the Financial Manager of Growing since 2010.  Ms. Yang will receive a salary of $3,000 per month as the interim Chief Financial Officer

China-Biotics, Inc. (the “Company”) was unable to timely file its Annual Report on Form 10-K for the period ended March 31, 2011 (the “Form 10-K”) by the prescribed due date of June 14, 2011. On June 10, 2011, the Company’s auditor, BDO Limited (“BDO”), notified the Company and the Company’s Audit Committee that it had identified certain serious issues as part of its ongoing audit work and would need the Company to take certain actions and provide additional information. The Company’s Audit Committee is investigating the issues raised in BDO’s June 10 letter, as well as other matters. The Company has been discussing these issues with BDO and is working to take all of the actions and to provide the requested information to BDO as promptly as reasonably practicable. The Company cannot predict at this time when it will be in a position to take all of the actions and provide all of the information requested by BDO. The Company intends to file the Form 10-K as soon as reasonably practicable.

Third Quarter FY2011 Highlights

 

• Net sales increased 39.0% y-o-y to $32.4 million;
• Bulk products sales increased 142% y-o-y to $14.3 million;  
• GAAP net income was $13.3 million, or $0.59 per diluted share;
• Excluding the non-cash changes in the fair value of convertible notes, non-GAAP net income was $10.4 million, or non-GAAP diluted EPS of $0.47;
• Cash and cash equivalents were $132.3 million.

Mr. Jinan Song, China-Biotics' Chairman and CEO commented, "We are pleased to report a solid third quarter as our successful strategic shift from retail to bulk products continues to show positive results. As dairy producers introduce greater quantities and varieties of value-added products to the market, our core probiotic cultures are gaining greater acceptance due to reliable product safety, good technical service, and competitive pricing. Furthermore, additive probiotics for the animal feed market are also expanding due to tighter government regulations on the overuse of antibiotics."

"We are also seeing more yogurt producers embracing functional probiotic additives in their products as dairy consumers in major cities are looking for better nutritional benefits. Chinese consumers are increasingly using probiotics due to their rising health consciousness."

"Our successful transition from business-to-consumer model to business-to-business model enables us to increase operating leverage and lower overall operating expenses. With strong free cash-flow generation and a healthy sales growth record, we successfully redeemed our only interest-bearing convertible debt and substantially reduced total share counts as well as enhanced our long-term shareholders' value," Mr. Song added.

Outlook for the Fiscal Year 2011

For fiscal year 2011, management maintains the expectation for net sales to achieve at least 50% year-over-year growth. This target is based on the Company's current views on the operating and market conditions, which are subject to change.

Mr. Jinan Song, Chairman and CEO of China-Biotics, concluded, "Entering into the fiscal fourth quarter of 2011, we are making greater efforts to ramp up the production of bulk products to meet the rising demand from the domestic dairy and animal feed markets. With the ongoing holiday seasons, we also expect strong retail products sales for the quarter. We continue to expand the presence of our retail probiotic products into other key regions in China.  We believe that, with the right distributors and sales channels, the market potential for our retail products is much larger in China. With our efforts and market prospects, we are confident to achieve our full year sales target."

On January 16, 2011 the Company entered into a written employment agreement with Mr. Travis Cai, who was appointed as the Chief Financial Officer of the Company on January 22, 2010.

SHANGHAI, Dec. 17, 2010 /PRNewswire-Asia-FirstCall/ -- China-Biotics, Inc.  today announced that it has expanded its distribution network into the Pan-Beijing area with the selection of four new distributors to sell the Company's retail products.

These local distributors will sell the Company's retail probiotics products through established distribution networks including malls, supermarkets and functional food stores adding approximately 30 new points of sale. These agreements represent the Company's first market entry into the pan-Beijing area.

Mr. Jinan Song, Chairman and CEO of China-Biotics, commented, "We are very excited about our new alliances with these distributors as they enable us to enter the highly desirable pan-Beijing area, which together with the Hebei and Shandong provinces and the municipalities of Beijing and Tianjin, command among the highest disposable income levels in China with rising nutritional food consumption. Although the signing of these distribution agreements signals the beginning of our expansion into this new geographic region, we have already started conducting studies on market potential for other regions within China."

"Rapidly growing sales of probiotics cultured yogurt products by dairy companies throughout China are paving the way for increased awareness of the benefit of probiotics. We are confident that our retail products will be well received by the health conscious middleclass consumers in this region. Our goal remains consistent: building a broader retail and bulk customer base with regular consumption and recurring revenues to maximize our long-term shareholder value," Mr. Song concluded.

Second Quarter FY2011 Highlights

• Net sales increased 37.6% yoy to $23.6 million;

• Gross bulk products sales increased 69% yoy to $9.9 million;  

• Gross profit increased 25.6% yoy to $15.3 million, with a gross margin of 64.8%;

• GAAP net income was $10.8 million, or $0.33 per diluted share;

• Excluding the non-cash gains from change in fair value of convertible bonds, non-GAAP net income was $8.1 million compared with $5.9 million.

• Non-GAAP diluted EPS $0.33 compared to $0.31.

Mr. Jinan Song, China-Biotics' Chairman and CEO, said, "We are encouraged by our consolidated bulk business despite an unusually hot summer with record temperatures in Shanghai. In response to the market dynamics and inflation trend, we have made the necessary adjustments to reduce the number of our retail outlets even with continuing growth in our retail product sales despite the seasonality factor. Our successful selling expense reduction attests to our ongoing efforts in cost control and efficiency improvement. As the first group of bulk customer base starts to stabilize, volumes are better distributed among these customers. We believe that these changes are strategically favorable to maintaining our profitability and building long-term shareholder value."

Outlook for the Fiscal Year 2011

For fiscal year 2011, the management maintains the expectation that net sales will achieve at least 50% year-over-year growth. This target is based on the Company's current views on operating and market conditions, which are subject to change.

Mr. Jinan Song, Chairman and CEO of China-Biotics, said, "We remain confident with our full-year outlook. Entering into the third quarter of fiscal year 2011, we expect that our retail product sales will accelerate as the months from October through March typically generate high demand for nutritional product sales. With our new retail operation model mainly focusing on sales through large trusted distributors, we are now rapidly expanding the points of sales of our branded Shining products and also dramatically reducing selling expenses by closing retail outlets, as retail outlets are carrying substantially higher maintenance costs due to a nationwide increase in wages and higher commercial rent in major cities. Our transition to the bulk business will continue and accelerate in the second half of our fiscal year as well. As more diary companies benefit from the stability and vitality of our probiotics cultures, our bulk products are gaining traction with these diary companies' increased yogurt production. Our plan is to increase penetration into other diary producers. With the completion of our retail operation changes and expected utilization expansion in our bulk business, we look forward to a strong operating margin in the coming quarters."

After perusing the web, we have found that analysts have issued updates on CHBT.  The company hosted a meeting  for analysts, where the company seems to have  unveiled various tax documents.  Analysts claim that sales, derived from observing VAT payments, and net income numbers match 2008 and 2009 figures reported to the SEC.

GeoTeam® Note:

While this is certainly a step in the right direction we feel that shorts will attempt to down play this development. The documents were likely provided by CHBT and not obtained independently. They may claim that the documents are forged documents that maybe even the auditors had used, which is a bigger problem. Analysts have also lowered price targets and financial forecasts, due to issues related to the lack of traction from retail operations. 

Aside from the SAIC issue, this could be a case in point of a company being too aggressive in its growth plans.  Many ChinaHybrids have the attitude that they need to grow overnight,  raise money, and dilute shareholder interests; as opposed to taking a methodical and controlled approach to expansion.

China-Biotics reported strong fiscal 2010 first quarter results this morning. 

Net sales in the first quarter of fiscal year 2011 increased by 61.8% to $24.9 million from $15.4 million in the first quarter of fiscal year 2010. The increase was primarily due to increased sales volume in retail and bulk additive products, and bulk additive products accounted for 40% of total quarterly net sales. Bulk sales increased by 170% year-over-year and 46% quarter-over-quarter from the fourth quarter of fiscal year 2010.

Excluding the non-cash gains from the change in value of convertible bonds, non-GAAP net income was a quarterly record of $9.7 million, compared with $5.3 million in the first quarter of fiscal year 2010, a robust 83.5% year-over- year increase. Non-GAAP diluted EPS was $0.39, increased from $0.27 in the same quarter of fiscal year 2010, on a substantially greater number of shares outstanding.

"For fiscal year 2011, the management maintains the expectation that net sales to be at least 50% year-over-year growth. This target is based on the Company's current views on the operating and market conditions, which are subject to change. Mr. Jinan Song, Chairman and CEO of China-Biotics, concluded, "We remain bullish on the outlook of fiscal year 2011. We will continue to invest in R&D in probiotics studies and applications, strengthen our product portfolio. The Qingpu facility's strong utilization rate growth demonstrated not only the depth of the probiotics demand in China, but our competitiveness of our products in the marketplace as well. As Chinese government is stepping up on the food safety measures and Chinese consumers are increasing their healthcare expenditures, we expect that more and more dairy and animal feed companies will embrace and increase the use of our probiotics products."

One of the short-term road blocks that CHBT had faced was the possibility of weak EPS comparisons for its 2010 first and second quarters. With the first quarter results strong showing, beating analyst EPS expectations of $0.33, this roadblock becomes less of a concern. We will eagerly await analyst revisions of second quarter estimates, which currently stand at $0.34 vs. $0.31 for the comparable period

Added to the GeoBargain list on July 14, 2009 @ $9.70

Catalyst: Had a strong EPS outlook; Was exceeding analyst estimates; High anticipation of the benefits of a new facility to increase production capacity.

Peak performance: Reached a high of $19.74 on March 25, 2010

Current Price: $11.96

Current road block: Short investors have attempted to discredit CHBT by illustrating inconsistencies in SEC filings compared to filings located in China; The next two quarters may pose challenges for short-term investors who hold CHBT shares as analyst estimates for the next two quarters call for non-GAAP EPS growth of less than 30%, due to dilution:

• June Fiscal 2011 First Quarter Estimate: $0.31 vs. $0.27 for the comparable period.
• September Fiscal 2011 Second Quarter Estimate: $0.35 vs. $0.31 for the comparable period.

The good news for long-term investors is that EPS growth estimates for the back half of fiscal 2011 remain over 30%:

• December Fiscal 2011 Third Quarter Estimate: $0.44 vs. $0.24 for the comparable period.
• March Fiscal 2011 Fourth Quarter Estimate: $0.49 vs. $0.36 for the comparable period

Short term and risk adverse investors should be aware of the quality issues currently present in the ChinaHybrid Space, questioning the validity of what seem like solid fundamental stories. It is beginning to get ugly so be cautious and understand that more pain may have to be endured, as ChinaHybrids are easy prey for short investors. The broad brush that is being applied to theses stocks appears unfair, but we can’t ignore the psychological impact this can have on investors’ portfolio decisions. If history is our guide, fear will eventually create an immense opportunity to invest in the companies that prove they can meet quality litmus tests enact shareholder friendly moves. Credibility can also be restored if independent legal/SEC opinions validate accounting practices currently in question.

CHBT is a story we want to be involved in. However, given that one of our philosophies has been to generally avoid companies that face controversies with regards to "ethics", we will sit on the sidelines until we gain additional clarity. We will monitor the company's enforcement of its decision to commence a share buy back program enacted to instill investor confidence. Please note, that a buy back program does not obligate a firm to purchase stock, which is why we typically view insider buying as a stronger measure of confidence during controversial times.

Liquidity seems intact:

"We had cash of $155.6 million and working capital of $145.3 million as of March 31, 2010, and cash of $70.8 million and working capital of $55.0 million as of March 31, 2009. Cash generated from operations was $28.2 million for the fiscal year ended March 31, 2010, and $23.1 million for the fiscal year ended March 31, 2009."

"Our business is not capital or labor intensive. Taking into account our current cash position and our anticipated cash flows from operations, we expect we will be able to meet all our funding needs in the next twelve months, including payments required to settle our contractual obligations and for our construction of our new plant.

Let’s hope CHBT does not blindside us with an offering as so many other management teams have. This seems unlikely given its recent initiation of its stock buy back program.

Our intent over the short-term is to build a check list to assess the perceived risk position of firms in the ChinaHybrid space. For the time being this will consist of the following: (this list is likely to grow substantially

-Is the company's auditor ranked in the top 100?
-Is the auditor located in the U.S.A? If located in China the PCAOB (Public Company Oversight Board) may be denied access to investigate the practices of the auditing firm.  Short sellers have been using this information as a tool to validate their opinions. 
-Are the company's internal controls satisfactory?
-Are their any outstanding legal issues?
-Do the company's top ten customers represent less than 10% of revenues?
- Operating cash flow divided by current liabilities is greater than one. The higher the better.

- Cash divided by current liabilities. This is an the most conservative liquidity ratio. The higher the better

- Is the company buying back stock?

Criteria	Meets Criteria	Notes
Top 100 Auditor	No	BDO Limited
Auditor Located in U.S.A.	No	Hong Kong
Satisfactory Internal Controls	Yes	"Our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures are effective"
No Legal issues	Yes	None Found
Customer Concentration	No	A substantial percentage of the Group’s sales are made to a small number of customers that accounted for more than 10% of total gross sales. For the year ended March 31, 2010, there is one customer that accounted for 13% of our sales revenue.
Cash Flow Ratio is Greater than 1	No	0.71
Cash Ratio is Greater than 1	Yes	2.02
Buying Back Stock/Insider Buying	Yes	July 7, 2010 Release

China-Biotics, Inc. announced that China-Biotics' Board of Directors approved a new share repurchase program of up to US$ 20 million of worth of its issued and outstanding common shares from time to time over the next 12 months. The repurchases will be made on the open market at prevailing market prices or in block trades and subject to restrictions relating to volume, price and timing. China-Biotics plans to fund repurchases from its available cash balance.

Mr. Jinan Song, Chairman and Chief Executive Officer of China-Biotics, commented, "Given our proven track records of business expansion and strong balance sheet, we believe that our stock is deeply undervalued. This share repurchase demonstrates our long-term commitment to sustainable growth and enhancing shareholder value. Recognizing our future growth opportunities in such a favorable macro environment for probiotics market, we think now is a great time for us to use our strong financial position to invest in China-Biotics."

China Biotics reported its 2010 fiscal year end results this morning which, as expected, portrayed flat fourth quarter EPS growth:

4Q10 Financial Highlights:

-- Revenues were a quarterly record $25.5 million for a 64.4% year-over-year increase;
-- Gross margin was 69.4% versus 68.5% in 4Q09;
-- Excluding the non-cash losses from change in fair value of convertible bonds, non-GAAP net income for Q4 was $8.8 million, or non-GAAP diluted EPS $0.36 vs $0.33 for the comparable period.
-- GAAP net income was $2.9 million, or $0.13 per diluted share;
-- Cash and cash equivalents were $155.6 million.

Fiscal Year 2010 Highlights
 
-- Annual net revenue increased 50% year-over-year to an annual record $81.4 million;
-- Gross margin was 70.4%;
-- Operating income rose 62% to $35.3 million from $21.8 million in 2009;
-- Excluding the non-cash losses from changes in fair value of convertible bonds, non-GAAP net income for the fiscal year 2010 was $27.8 million, or non-GAAP diluted EPS $1.28 vs. $0.88 for the comparable period.
-- GAAP net income was $15.6 million, or $0.80 diluted per share.
-- Free cash flow $14.4 million.

The company also issued guidance which is a little less than analyst revenue estimate growth rate of 55% yoy:

"For fiscal year 2011, the management is expecting net sales to be at least 50% year-over-year growth. This target is based on the Company's current views on the operating and market conditions, which are subject to change."

Mr. Jinan Song, Chairman and CEO of China-Biotics, stated, "With our established state-of-the-art facility in Shanghai and our growing capacity utilization, we believe that we are well positioned to ride the wave of rising market demand and increasing government support for probiotics. We will continue to broaden our distribution network as well as diversify our retail portfolio through launching new products. We also look forward to winning more bulk customers as we have received encouraging feedback from potential customers during the initial trial period."

The next two quarters may pose challenges for short-term investors who hold CHBT shares as analyst estimates for the next two quarters call for EPS growth of less than 30% due to dilution:

• Fiscal 2011 First Quarter Estimate: $0.31 vs. $0.27 for the comparable period.
• Fiscal 2011 Second Quarter Estimate: $0.35 vs. $0.31 for the comparable period.

We will keep CHBT coded as GeoBargain for long-term investors as EPS growth estimates for the back half of fiscal 2011 remain over 30%:

• Fiscal 2011 Third Quarter Estimate: $0.44 vs. $0.24 for the comparable period.
• Fiscal 2011 Fourth Quarter Estimate: $0.49 vs. $0.36 for the comparable period

Until recently, probiotics producer China Biotics shares had been in a moderate uptrend, a reflection of strong sales EPS growth and allowing the company to consistently surpass analyst estimates. However, since the CFO announced his resignation on October 23, 2009, shares have retreated by 30%. I often track high level management departure situations in order to take advantage of fallen stock prices caused by investor trepidation and uncertainty. If I can determine that there were no material reasons for the departure and that the position will be filled expediently, I often surmise that the stock will recover its losses. On January 22, 2010 CHBT announced the hiring of a new CFO. As luck would have it the news has become lost amidst the markets retreat. With a P/E of less than 10 and its recent above average EPS performance, I am banking that investor appetite for CHBT shares will return.

This evening, my thoughts have been reinforced, as CHBT reported that its fiscal 2010 EPS rose 45.45% to $0.32 on a 47.47% increase in revenues to $15.8 million.

Source: Source: PR Newswire (February 10, 2010) 

"Our robust fiscal third quarter revenue and earnings growth reflect the Company's continued expansion of our bulk and retail customer bases," said Mr. Jinan Song, Chairman and Chief Executive Officer of China-Biotics. "Commercial production at our Qingpu production plant is scheduled to begin by the end of February and we continue to expect to reach approximately 50% capacity utilization by the end of calendar year 2010. With rising demand from the dairy and animal feed manufacturers, and movement by the government to encourage the use of probiotics, China continues to be a very favorable environment to grow our bulk and retail probiotics business in 2010 and beyond."

The Company is reiterating its fiscal year 2010 revenue growth guidance of at least 50% and expects overall gross margin to remain approximately 70%.

Source: Source: PR Newswire (February 10, 2010)

"We look forward with anticipation to the remainder of fiscal 2010 and are excited about the traction we are gaining in our bulk additives business. Our new manufacturing facility is expected to begin commercial production in the first quarter of calendar year 2010, and our pipeline of potential new bulk additives customers continues to be strong," Mr. Song said. "As the new capacity comes online, we will be able to resume our Shining retail outlet expansion later in the fiscal year. We are already directing our attention to the second phase of the capacity expansion, which we expect to begin by December 31, 2009. Demand for our bulk additive products has been significant, which should result in revenue growth of at least 50% during the 2010 fiscal year."

Source: PR Newswire (November 17, 2009)

China-Biotics came through once again reporting improves third quarter financial results, exceeding analyst estimates by $0.10.

Qtr. Ended September; Fiscal Yr. Ends in March	2nd Quarter 2010	2nd Quarter 2009	Period Change
GAAP Revenue	$17.1 million	$11.5 million	52.2%
GAAP EPS	-$0.20	$0.26	n/a
Company Supplied Non-GAAP EPS	$0.31	$0.13	138.5%
Fully Diluted Shares	19.2 million	19.2 million	0.0%

Source: PR Newswire (November 17, 2009)

These results are encouraging and give us hope that the company will be able to work the potential dilution of a recent stock offering.

 

 

Valuation Scenarios

Added to GeoBargain List June 14, 2009. ($10.00). 

Data Inputs:

Fiscal Year Ends in March
2009 Tax-Adjusted EPS:  $0.83
2010 Analyst Estimate: $1.30

Date	8/17/09
Price	$12.17
12 Months Trailing EPS a,b	$0.87
Tax-Adjusted 2010 Analyst EPS Estimatesa,b	$1.13
Future EPS Growth Rate Based on Tax-Adjusted 2010 Analyst EPS Estimates a,b	36.1%
Trailing P/E Ratio a,b	13.99
PEG Ratio (P/E divided by growth rate) a,b	0.39

^a CHBT is not paying a full U.S. tax rate.  Therefore, all EPS numbers have been adjusted by the GeoTeam® to reflect a tax rate of 36%.

^b EPS figures are non-GAAP.  Non-GAAP EPS Figures exclude certain non-operating gains and losses as well as certain non-cash items. Non-GAAP information should not be viewed in isolation or as a substitute for reported, or GAAP information . For a more complete explanation of the company's definition of non-GAAP please refer to its financial press releases. The GeoTeam® non-GAAP figures may, from time to time,  differ from company supplied figures.

Short-Term Valuation Scenarios

Date	8/17/09
Price Based on P/E of 25 on Four Quarters Trailing EPS c,d	$21.75
Price Based on P/E of 20 on Four Quarters Trailing EPS c,d	$17.40
Price Based on P/E of 15 on Tax-Adjusted 2010 Analyst EPS Estimates	$16.95

Long-Term (12 Months Forward) Valuation Scenarios

Date	8/17/09
Price Based on P/E of 25 on Tax-Adjusted 2010 Analyst EPS Estimates	$28.25
Price Based on P/E of 20 on Tax-Adjusted 2010 Analyst EPS Estimates	$22.60

Peg Ratio Analysis - Common rule of thumb that PEG ratio should be less than 1.0

PEG Ratio Less than 1?

YES

These scenarios are not investment advice, but are scenarios based on some commonly used investment guidelines.  They are provided to aid investors in making their own investment decisions.

The GeoTeam® participated in the China-Biotics (NASDAQ:CHBT) 2009 first quarter conference call. 

Conference Call Highlights:

• Expects full year fiscal 2010 revenues to grow at least 50% to $81.3 million
• As the stock may be perceived to be currently "undervalued", investors voiced concerns over dilution related to the potential issuance of shares to complete future acquisitions.  The Company did a thorough job addressing this concern, implying the possibility of using cash over stock to complete an acquisition.  Furthermore, if shares were issued there is still a good chance that a transaction will be accretive to earnings per share.

1st FISCAL QUARTER  2010 vs. 2009 FINANCIAL SNAPSHOT ENDED JUNE

	1st Quarter 2010	1st Quarter 2009	Period Change
GAAP Revenue	$15.4 million	$11.4 million	35.5%
GAAP EPS	$0.34	$0.19	78.9%
Company Supplied Non-GAAP EPS	$0.31	$0.26	19.2%
Reported Tax Rate	22.6%	29.9%	-24.4%
Fully Tax-Adjusted Company Suppled Non-GAAP EPS b	$0.26	$0.22	18.2%
Fully Diluted Shares	17,080,000	17,080,000	00.0%

Source: See Release, August 17, 2009 

---

FULL YEAR 2009 vs. 2008 FINANCIAL SNAPSHOT ENDED MARCH

	Full Year 2009	Full Year 2008	Period Change
GAAP Revenue	$54.2 million	$42.3 million	28.1%
GAAP EPS	$1.17	$1.03	13.6%
Company Supplied Non-GAAP EPS a	$0.99	$0.83	7.2%
Tax Rate	20.5%	22.0%	-6.8%
Fully Tax-Adjusted Non-GAAP EPS a	$0.83	$0.72	15.3%
Fully Diluted Shares	17,080,000	17,080,000	0.0%

Source: See Release, July 15, 2009 

^a Non-GAAP EPS Figures exclude certain non-operating gains and losses as well as certain non-cash items. Non-GAAP information should not be viewed in isolation or as a substitute for reported, or GAAP information . For a more complete explanation of the company's definition of non-GAAP please refer to its financial press releases. The GeoTeam® non-GAAP figures may, from time to time,  differ from company supplied figures.

 

Recall comments from our previous note on July 14, 2009:

Further due diligence confirms the company meets 8 out of 10 GeoBargain criteria.  However, the company does not meet the minimum 30% earnings per share (EPS) growth threshold. 

Given that it beat analyst estimates, the GeoTeam® will need to access the company's outlook to determine if it can achieve 30% EPS growth, .  We will also monitor any changes in analyst estimates.  If it becomes apparent that 30% EPS growth is currently unachievable we will re-code the stock as a GeoSpecial based on its low tax adjusted PEG Ratio (~.55).

Today the company announced strong first quarter fiscal 2010 financial results. The company easily exceeded analyst estimates giving the GeoTeam® confidence that China-Biotics may be able to achieve a minimum of 30% earnings per share growth rate for the coming year.  Before today, analyst estimates also echoed this sentiment indicating earnings per share growing of over 30% to $1.30.

See the GeoTeam®  updated valuation scenarios.

'With the ramp-up of our new facility this year, we will be able to accept larger purchase orders from major dairy producers and animal feed manufacturers, which remain the most prominent sources of demand for bulk additives,' Mr. Song said. 'Same-store sales for Shining retail stores that have been in operation at least one year are expected to grow significantly year-over-year, and we hope to continue to expand the number of Shining retail outlets during the year. Although global economic growth remains suppressed, we believe there is pent-up demand for our bulk additive products, which should generate substantial growth in revenues and net income during the 2010 fiscal year.'

Source: PR Newswire (July 15, 2009)

The GeoTeam® listened the China-Biotics (NASDAQ:CHBT) 2009 fourth quarter conference call.  On the whole, the company was very bullish regarding its future growth prospects.  A good deal of the optimism surrounding the China-Biotics story is the anticipated impact from its new manufacturing facility which is expected to begin to make a meaningful contribution to revenue in the third quarter of fiscal year 2010.

Strategy Going Forward:

1.  Launch the new manufacturing facility, which at full capacity is forecast to generate $110 million in revenues with gross margins of approximately 70%.

2.  Sign new bulk additive customers in anticipation of increased production capacity.  New customer agreements have increased 45% from 11 to 16.  China-Biotics is currently in negotiations with 200 additional companies.

3.  Develop new consumer probiotics products.

4.  Increase the "Shining" brand presence in retail outlets.

Recall that GeoBargain's® generally require an earnings per share growth rate of at least 30%.  Even though full year ending March 2010 non-GAAP EPS growth rate is forecast to be approximately 20%, we are still coding China-Biotics as a GeoBargain®.  This is due to the fact that analyst estimates for the third and fourth quarters translate into an average EPS growth rate of 59%.

A potential caveat to the story is the company's recent S3 Filing allowing it to potentially raise up to $80 million.   This could open the door for future earnings per share dilution, but that depends on how the funds are used. 

China-Biotics year end press release is now available.  In the The GeoTeam's® previous note we mentioned that it appeared that fourth quarter earnings per share growth was negative. However, the press release has shed further light on the situation and highlights that fourth quarter earnings per share, on a non-GAAP basis, was actually up 22.2% to $0.32.

Company comments also are encouraging:

"With the ramp-up of our new facility this year, we will be able to accept larger purchase orders from major dairy producers and animal feed manufacturers, which remain the most prominent sources of demand for bulk additives," Mr. Song said. "Same-store sales for Shining retail stores that have been in operation at least one year are expected to grow significantly year-over-year, and we hope to continue to expand the number of Shining retail outlets during the year. Although global economic growth remains suppressed, we believe there is pent-up demand for our bulk additive products, which should generate substantial growth in revenues and net income during the 2010 fiscal year.

The GeoTeam® will participate in the China-Biotics conference call this morning at 10:00 am EST.  The The GeoTeam® is still awaiting revisions to 2010 analyst estimates.  We will provide details if warranted. 

China-Biotics ($10.00) is currently coded a as a GeoBargain on the Radar stock.  The company just filed its 2009 10K which at first glance shows non-GAAP earnings per share coming in at $1.00.  Analyst estimates were $0.83  No press release has been issued yet. However, due to the company's apparent strong 2009 financial results, we are taking a chance and now coding the stock as a GeoBargain.  More details will be provided upon further due diligence.

____________________________________________________________________________

($10.55) Further due diligence confirms the company meets 8 out of 10 Geobargain criteria.  However, the company does not meet the minimum 30% earnings per share (EPS) growth threshold. 

• Non-GAAAP 2009 EPS growth was approximately 20%
• It appears that fourth quarter EPS growth was negative.
• Fiscal 2010 eps growth is currently projected to be about 17%.

Given that it beat analyst estimates, the GeoTeam® will need to access the company's outlook to determine if it can achieve 30% eps growth, .  We will also monitor any changes in analyst estimates.  If it becomes apparent that 30% eps growth is currently unachievable we will re-code the stock as a GeoSpecial based on its low tax adjusted PEG Ratio (~.55).

CHBT remains confident that the company can maintain its positive growth trend for the coming year, despite a weakening global scenario.

Source: Third Quarter 2009 Conference Call ( February 17, 2009)

CHBT may qualify as a GeoBargain. The GeoTeam will keep you posted on our findings.

The GeoTeam holds a position in CHBT