| SHENZHEN, China, August 5, 2011 /PRNewswire-Asia/ -- Global Pharm Holdings Group, Inc. (OTCBB:GPHG) ("Global Pharm" or the "Company"), a China-based growing vertically integrated pharmaceutical company engaged in pharmaceutical-related products distribution, and Traditional Chinese Medicine ("TCM") herbs cultivation and processing business through its subsidiaries in Anhui, Jilin and Shandong provinces, today announced that, on August 1, 2011, the Company entered into a Share Purchase Agreement (the "Acquisition Agreement") with each of eight shareholders (each a "Seller" and collectively the "Sellers") and completed the acquisition. Pursuant to the Acquisition Agreement, the Sellers agreed to sell and the Company agreed to purchase the aggregate of 50,000 ordinary shares ("Sale Shares") in Pacific Asia Pharm Investment Group Co., Limited, a company incorporated and existing under the laws of the British Virgin Islands ("Pacific Asia Pharm"), representing the entire issued share capital of Pacific Asia Pharm. The consideration for the Sale Shares is US$42,000,000, to be paid in full by Global Pharm by issuing the Consideration Shares (as defined under the Acquisition Agreement) to the Sellers within 90 days after the Closing Date (as defined under the Acquisition Agreement). The number of the Consideration Shares to be issued to the Sellers shall be equal to US$42,000,000 divided by the fair market value of Global Pharm's issued and outstanding common stock as at the Closing Date, as determined by a third-party valuer selected by Global Pharm at its discretion. With the completion of this acquisition, Pacific Asia Pharm becomes a wholly owned subsidiary of the Company.
On the date of the Acquisition Agreement, Global Pharm and the Sellers also entered into a Share Pledge Agreement pursuant to which the Sellers pledge 10% of the Consideration Shares to Global Pharm to secure the Sellers' covenants and undertakings in relation to Pacific Asia Pharm's financial performance for the financial year ending December 31, 2011 as set forth in the Acquisition Agreement.
Pacific Asia Pharm owns 100% equity interest of Hong Kong Rich Fortune Chain Drugstores Assets Management Co., Ltd. ("Rich Fortune"), a Hong Kong company who owns 100% equity interest of Guangzhou Hairui Xiexin Investment Consulting Co., Ltd. ("Hairui Xiexin"). Hairui Xiexin has entered into a number of contractual arrangements with Guangdong Guo Yao Pharmaceutical Franchises Co., Ltd. ("GDGY") and the shareholders of GDGY, pursuant to which Hairui Xiexin acts as the management company for GDGY, a PRC company mainly engaged in the business of managing and supplying retail drugstores and franchised drugstores in Guangdong province of PRC. With the completion of the acquisition, GDGY is indirectly managed by the Company.
Financial Target Agreements
Financial targert goals pertaining to a recent acquisition:
The Purchaser (GPHG) shall, within twenty (20) Business Days after it receives the 2011 Financial Statements, release the following amount of Pledged Shares to the Sellers subject to the following terms:
(i) all of the Pledged Shares, if the consolidated net revenue of the Company according to the 2011 Financial Statements is no less than RMB275,000,000;
(ii) 50% of the Pledged Shares, if the consolidated net revenue of the Company according to the 2011 Financial Statements is below RMB275,000,000 but no less than RMB250,000,000; or
(iii) none of the Pledged Shares, if the consolidated net revenue of the Company according to the 2011 Financial Statements is below RMB250,000,000 (.
Acquisition Activity
On August 3, 2011, Global Pharm Holdings Group, Inc., a company incorporated and existing under the laws of Delaware (“Global Pharm” or the “Company”), entered into a Share Purchase Agreement (the “Acquisition Agreement”) with each of the persons set forth in Schedule B-1 thereto (each a “Seller” and collectively the “Sellers”). Pursuant to the Acquisition Agreement, the Sellers agreed to sell and the Company agreed to purchase the aggregate of 50,000 ordinary shares (“Sale Shares”) in Quantum Magic Integrator Fund Co., Limited.
Acquisition Activity
On July 4, 2011, Shandong Global Pharm Co., Ltd. (“Shandong Global Pharm”), a wholly owned subsidiary of Global Pharm Holdings Group, Inc. (“Global Pharm” or the “Company”), entered into a Merger and Acquisition Agreement (the “Acquisition Agreement”) with Han Lingzhi, Gu Quanhui (collectively, the “Sellers”) and Bozhou Xinghe Pharmaceutical Co., Ltd. (“Bozhou Xinghe”). Pursuant to the Acquisition Agreement, the Sellers agreed to sell their respective 62% and 38% equity interests in Bozhou Xinghe to the Company for consideration of RMB20 million in cash, to be paid in full within 15 days after the transfer of Bozhou Xinghe’s business license by the Sellers to Shandong Global Pharm.
SHENZHEN, China, July 8, 2011 /PRNewswire-Asia/ – Global Pharm Holdings Group, Inc. (OTCBB:GPHG) (“Global Pharm” or the “Company”), a China-based growing vertically integrated pharmaceutical company engaged in pharmaceutical-related products distribution and Traditional Chinese Medicine (“TCM”) herbs cultivation through its seven subsidiaries in Anhui, Jilin and Shandong provinces, today announced that, on July 5, 2011, it completed the acquisition of 100% equity interests of a TCM herbal pieces processing plant: Bozhou Xinghe Pharmaceutical Co., Ltd. (“Bozhou Xinghe”). With the completion of this acquisition, Bozhou Xinghe becomes a wholly owned subsidiary of Shandong Global Pharm Co., Ltd. (“SD Global Pharm”), a wholly owned subsidiary of the Company. Bozhou Xinghe is a Good Manufacturing Practice (GMP) certified, TCM herbal pieces processing manufacturer located in Bozhou City, the largest TCM herbs trading market in the world.
“We are very excited to welcome Bozhou Xinghe and be afforded the opportunity to add the TCM herbal processing business segment into our integrated value chain,” stated Mr. Yunlu Yin, Chief Executive Officer of Global Pharm. “This acquisition represents a direct complement to our TCM plantation business in Bozhou and Jinan city by adding up an indispensable production capacity, so that our cultivated raw herbs can be processed directly at our own plant. In addition, this facility offers us a production platform to produce TCM pharmaceutical products in the near future. This direct-processing with our stringent quality control will further guarantee our product quality, which will reward us a premium price in the market. The new plant will also allow us to customize some herbal pieces products upon distribution customers’ request, therefore, expanding our distributed product portfolio. We believe we will offer more quality products for our rapid growing sales channels.”
Acquisition Activity
SHENZHEN, China, June 2, 2011 /PRNewswire-Asia/ – Global Pharm Holdings Group, Inc. (OTCBB: GPHG) (“Global Pharm” or the “Company”), a China-based leading vertically integrated pharmaceutical company engaged in pharmaceutical-related products distribution and Traditional Chinese Medicine (“TCM”) herbs cultivation through its subsidiaries in Anhui, Jilin and Shandong provinces, today announced that, on May 31, 2011, it completed the acquisition of 100% equity interests for two city-level pharmaceutical distribution companies in Shandong province: Tai’an Senlin Pharmaceutical Co., Ltd. (“Tai’an Senlin”) and Zibo Hongmao Pharmaceutical Sales Co., Ltd. (“Zibo Hongmao”). With the completion of these acquisitions, Tai’an Senlin and Zibo Hongmao become wholly owned subsidiaries of Shandong Global Pharm Co., Ltd. (“SD Global Pharm”), a wholly owned subsidiary of the Company.
“The completion of these acquisitions represents a significant step toward strengthening the depth and breadth of our sales coverage in Shandong province and therefore also safeguarding our sales growth,” stated Mr. Yunlu Yin, Chief Executive Officer of Global Pharm. “The acquisitions will extend SD Global Pharm’s distribution network into Tai’an and Zibo cities of Shandong province. In addition, the two newly acquired companies may broaden their products portfolios by obtaining a variety of products from their acquirer. In order to reinforce its sales channels with an extending sales coverage, Global Pharm will continue a series of acquisitions targeted in both Shandong province and other selected regions. The Company expects to form a formidable purchasing power by bringing in additional family members to Global Pharm, assisting its clients to achieve a significant cost savings and obtain additional new products.”
On May 30, 2011, the Company obtained the new business license for Tai’an Senlin, with registered capital of RMB 5 million (approximately USD 0.8 million). Under the terms of the transaction, the Company is required to pay approximately $1.1 million in cash to the former shareholders of Tai’an Senlin within 15 business days after the Company receives the new business license.
On May 31, 2011, the Company obtained the new business license for Zibo Hongmao, with registered capital of RMB 6 million (approximately USD 0.9 million). Under the terms of the transaction, the Company is required to pay approximately $1.2 million in cash to the former shareholders of Zibo Hongmao within 15 business days after the Company receives the new business license.
Comments & Business Outlook
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
|
|
2010 |
|
|
2009 |
|
Revenues, net |
|
$ |
140,342,778 |
|
|
$ |
86,784,002 |
|
Cost of goods sold |
|
|
113,932,845 |
|
|
|
70,725,013 |
|
Gross profit |
|
|
26,409,933 |
|
|
|
16,058,989 |
|
Expenses: |
|
|
|
|
|
|
|
|
Operating expenses |
|
|
1,495,344 |
|
|
|
792,295 |
|
General and administrative |
|
|
8,995,551 |
|
|
|
1,096,333 |
|
Income from operations |
|
|
15,919,038 |
|
|
|
14,170,361 |
|
Interest income |
|
|
27,105 |
|
|
|
21,052 |
|
Miscellaneous income (expense) |
|
|
(12,797 |
) |
|
|
8,266 |
|
Income before income taxes |
|
|
15,933,346 |
|
|
|
14,199,679 |
|
Provision for income taxes |
|
|
4,781,204 |
|
|
|
3,298,277 |
|
Net income |
|
|
11,152,142 |
|
|
|
10,901,402 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
310,437 |
|
|
|
(42,248 |
) |
Total comprehensive income |
|
$ |
11,462,579 |
|
|
$ |
10,859,154 |
|
Earnings per share of common stock: |
|
|
|
|
|
|
|
|
Basic and diluted earnings per share |
|
$ |
0.51 |
|
|
$ |
0.57 |
|
Basic and diluted weighted average shares |
|
|
21,780,718 |
|
|
|
19,094,000 |
GeoTeam Note: 2010 vs. 2009 EPS
- Full Year: $0.78 vs. $0.57
- Fourth Quarter: $0.36 vs. $0.30
On March 21, 2011, we obtained a Certificate of Approval from the Anhui Provincial Government for the establishment of a Joint Venture, “Anhui Sino-Green TCM Tech Development Co., Ltd” (“Sino-Green TCM Tech”), with foreign investment in the People’s Republic of China.
On April 6, 2011, we obtained the Business license for Sino-Green TCM Tech. Wisdom Fortune, our Hong Kong subsidiary, together with Anhui Qianyi Pharmaceutical Co., Ltd. (referred to as Qianyi Pharmaceutical), a PRC company, established Anhui Sino-Green TCM Tech Development Co., Ltd. (referred to as Sino-Green TCM Tech), a Joint Venture in Bozhou City, Anhui Province. Wisdom Fortune will invest $9.7 million and Qianyi Pharmaceutical will invest $0.3 million, reflecting 97% and 3%, respectively, of the ownership of Sino-Green TCM Tech to the Joint-Venture. Qianyi Pharmaceutical will have a total investment of $20 million and registered capital of $10 million. Wisdom Fortune and Qianyi will invest an additional $10 million in proportional amounts in the future. The Company is required to pay $1,455,000 registered capital within three months and $8,245,000 registered capital within two years after April 6, 2011. The Company will fund the registered capital by using its working capital.
The Joint Venture with a local company in Bozhou City represents a new stage in the development of a TCM cultivation base in Bozhou over the next five years, and is based on the Letter of Intent recently signed with the Bozhou Municipal Government. The total project is comprised of the following key components: the rent of 100,000 mu (about 6,667 hectares) of planting base from 2011 to 2015; the construction of an integrated TCM facility for health-care product research and development (refer to as R&D), herbal processing, and TCM extraction during 2011 to 2013; and the establishment of a modern information platform for the collection, compilation and analysis of TCM industrial information during 2011 and 2012. We, together with the support of the Bozhou municipal government, plan to invest approximately RMB 500 million (about $76.1 million) in aggregate capital expenditures over the next five years to support the project. The Company intends to finance future capital expenditures related to the joint venture through a combination of working capital, and possibly additional debt and equity financings.
Liquidity Requirements
We believe that the funds and cash generated from operations available to us are adequate to meet our operating needs in 2011.
The Company intends to finance future capital expenditures related to a recent joint venture through a combination of working capital, and possibly additional debt and equity financings.
Comments & Business Outlook
SHENZHEN, China, March 1, 2011 /PRNewswire-Asia/ -- Global Pharm Holdings Group, Inc. (OTC Bulletin Board: GPHG) ('Global Pharm" or the "Company"), a Shenzhen-based, leading vertically integrated pharmaceutical company engaged in pharmaceutical product distribution, herbal Traditional Chinese Medicine (TCM) planting and processing, through its subsidiaries in Anhui, Jilin, and Shandong provinces, today announced that it has signed a Letter of Intent with the Bozhou municipal government to develop a Traditional Chinese Medicine base in Bozhou City, Anhui province, over the next five years.
The project is comprised of the following key components: the lease of 100,000 mu (about 6,667 hectares) of planting base from 2011 to 2015; the construction of an integrated TCM facility for health-care product R&D, herb processing, and TCM extraction during 2011 to 2013; and the establishment of a modern information platform for the collection, compilation, and analysis of TCM industrial information during 2011 and 2012. Global Pharm, together with the support of the Bozhou municipal government, plans to invest approximately RMB 500 million (about $76.1 million) in capital expenditures over the next five years to support the project.
Corporate Governance
On
February 18, 2011, the board of directors of Global Pharm Holdings Group, Inc., a Delaware corporation (the “Company”), increased the size of the Company’s board of directors from one to five and appointed An Fu, its Chief Financial Officer, Gene Michael Bennett, Peitong Yu and Zhixian Long (collectively, “New Directors”) to serve as directors of the Company.Along with the appointment of New Directors, the board of directors also established the Audit Committee, the Compensation Committee and the Nominating Committee of the Company and adopted the respective committee charters and a code of ethics.
Liquidity Requirements
Historically, operations has been sufficient to meet our cash needs. We believe that we will be able to generate revenue from operations to provide the necessary cash flow to meet anticipated working capital requirements. However, our actual working capital needs for the long and short term will depend upon numerous factors, including operating results, competition, the opportunity to acquire or start-up new businesses, and the availability of credit facilities, none of which can be predicted with certainty. Due to our rapid growth and expansion, our need for additional capital may arise, and
management will seek to raise capital for the maintenance and expansion of our operations through the issuance of debt or equity if necessary.
Reverse Merger Activity
On August 12, 2010 Global Pharm Holdings Group became a public entity via a
reverse merger transaction
Company Snapshot:
Engaged in the wholesale and retail distribution of pharmaceuticals-related products
Industry Snapshot Provided by the Company:
- As part of its Eleventh Five-Year Plan (2006-2010), the PRC government has actively supported the PRC healthcare industry by creating a number of incentives and enacting programs, including increased funding for building additional hospitals, research centers and other healthcare facilities, enacting healthcare reforms and standards and subsidizing healthcare services for its citizens. The PRC government has announced it will spend an additional RMB850 billion on healthcare programs from 2009 to 2011, which will significantly bolster the PRC healthcare market.
- The pharmaceutical distribution market connects pharmaceutical manufacturers with pharmaceutical retailers, including hospital pharmacies, drugstore chains and independent community drugstores, community clinics and other points of sale retail outlets. Distributors can increase the operating efficiencies of manufacturers by acting as the latter’s direct customers and relieving them from the burden of delivery to, and collecting payment from, numerous retailers. On the other hand, by using distributors as suppliers, retailers benefit from reduced transaction costs and administrative burdens as well as improved confidence in their product supply.
Post Merger Share Calculation:
- 24,200,000: Pre reverse merger outstanding shares
- 1,800,000: Newly issued shares of Common Stock
GeoTeam® best effort calculation of total post reverse merger shares assuming full conversions: 26,000,000
Financial Snapshot: December Year End
2009 vs. 2008
- Revenues: $86.8 million vs $54.5 million
- Net Income: $10.9 million vs. $6.1 million
Nine Months 2010 vs 2009
- Revenues: $90.2 million vs. $57.4 million
- Net Income: $10.9 million vs. $7.1 million
Pro Forma Valuation: using current price of $3.55 and new share count
- Trailing EPS (ADS): $0.28
- Trailing P/E: 12.5
Financials
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME |
FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30 |
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Revenues, net |
|
$ |
30,617,820 |
|
|
$ |
18,362,383 |
|
|
$ |
90,176,505 |
|
|
$ |
57,415,438 |
|
Cost of Goods Sold |
|
|
24,711,477 |
|
|
|
14,895,327 |
|
|
|
73,622,656 |
|
|
|
46,682,503 |
|
Gross Profit |
|
|
5,906,343 |
|
|
|
3,467,056 |
|
|
|
16,553,849 |
|
|
|
10,732,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
360,572 |
|
|
|
149,663 |
|
|
|
725,424 |
|
|
|
448,308 |
|
General and administrative |
|
|
701,882 |
|
|
|
307,600 |
|
|
|
1,305,317 |
|
|
|
823,457 |
|
Income from Operations |
|
|
4,843,889 |
|
|
|
3,009,793 |
|
|
|
14,523,108 |
|
|
|
9,461,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income (Expense) |
|
|
2,842 |
|
|
|
7,312 |
|
|
|
21,048 |
|
|
|
21,343 |
|
Miscellaneous Income (Expense) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,023 |
) |
Income before Income Taxes |
|
|
4,846,731 |
|
|
|
3,017,105 |
|
|
|
14,544,156 |
|
|
|
9,481,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Income Taxes |
|
|
1,184,907 |
|
|
|
745,852 |
|
|
|
3,609,764 |
|
|
|
2,365,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
3,661,824 |
|
|
$ |
2,271,253 |
|
|
$ |
10,934,392 |
|
|
$ |
7,115,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares |
|
|
26,000,000 |
|
|
|
26,000,000 |
|
|
|
26,000,000 |
|
|
|
26,000,000 |
|
Earnings per share of common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share |
|
$ |
0.14 |
|
|
$ |
0.09 |
|
|
$ |
0.42 |
|
|
$ |
0.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
3,661,824 |
|
|
$ |
2,271,253 |
|
|
$ |
10,934,392 |
|
|
$ |
7,115,764 |
|
Foreign currency translation adjustment |
|
|
192,213 |
|
|
|
40,700 |
|
|
|
165,488 |
|
|
|
(1,584 |
) |
Total comprehensive income |
|
$ |
3,854,037 |
|
|
$ |
2,311,953 |
|
|
$ |
11,099,880 |
|
|
$ |
7,114,180 |
|
×You are attempting to access a page that requires a full Platinum Membership. Because you currently have access to and receive our Premium Alerts, we believe the ability to read why we issue our alerts is invaluable.
Our alerts reference every facet of our research:
- Premium emails
- RFT's (Reasons for Tracking)
- In-depth due diligence reports
- Spotlight research updates
- Positions Screens & Mock Portfolios
Because you have already subscribed to our Premium Alert service, we are happy to extend to you an upgrade at a very steep discount.
Just use code code TWEETUP12 to receive an 80% discount off our Annual Platinum plan, which blows away the current 60% discount we regularly offer.
And even better yet, you get one week to decide if it's right for you.
Upgrade Now and Join Thousands Who Read Our Research Every Day