Form 10QSB for SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.
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15-Dec-2006
Quarterly Report
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following analysis of our consolidated financial condition and results of operations for the six months ended October 31, 2006 and 2005, should be read in conjunction with the consolidated financial statements, including footnotes, appearing elsewhere in this quarterly report on Form 10-QSB for the period ended October 31, 2006.
Overview
Effective February 1, 2004, Sunwin Tech entered into a stock purchase agreement with Shandong Shengwang Pharmaceutical Group Corporation ("Group Corporation") and acquired 80% of the outstanding capital stock of Qufu Natural Green Engineering Company, Ltd. ("Qufu") in exchange for 100% of Sunwin Tech's capital stock which had a fair market value of $95,000. In April 2004, we acquired 100% of Sunwin Tech in exchange for approximately 17,000,004 shares of our common stock which resulted in a change of control of our company. The transaction has been accounted for as a reverse acquisition under the purchase method for business combinations. The combination of the two companies is recorded as a recapitalization of Qufu and we are treated as the continuing entity.
Prior to our acquisition of Sunwin Tech, effective February 1, 2004, Sunwin Tech acquired 80% of Qufu ("the Qufu Merger") from Shandong Shengwang Pharmaceutical Group Corporation ("Group Corporation"), a company controlled by Mr. Laiwang Zhang, our President and Chairman, in exchange for all the outstanding shares of Sunwin Tech's common stock. At the time of this merger the minority shareholders of Qufu included Shandong Shengwang Pharmaceutical Corporation Ltd. ("Corporation Ltd.") (17%) and Shandong Shengwang Group Corporation (2.5%) ("Shengwang Group"), both of which are controlled by Mr. Laiwang Zhang, our President and Chairman. The remaining minority shareholder, Qufu Veterinary Medicine Company, Ltd. ("Qufu Vet Ltd") (0.5%) was controlled by a Chinese state owned agency.
In July 2004 following the transaction with Sunwin Tech, we changed the name of our company from Network USA, Inc. to Sunwin International Neutraceuticals, Inc. ("Sunwin" or the "Company").
Subsequent to the Qufu Merger, the Shengwang Group acquired the 17% interest of Qufu owned by Corporation Ltd., and ultimately the Shengwang Group acquired the 0.5% Qufu interest owned by Qufu Vet Ltd., after Qufu Vet Ltd. was dissolved. These events subsequent to the Qufu Merger, resulted in the Shengwang Group owning 20% of Qufu.
In February 2006, the Company acquired the remaining 20% minority interest of Qufu from Shandong Shengwang Group Corporation. As a result, Qufu is a wholly-owned subsidiary of the Company, effective on February 1, 2006.
Through our subsidiaries, we manufacture and sell neutraceutical products which can be classified into three main product groups including; Stevioside, a 100% natural sweetener, veterinary medicines and animal feed additives, and traditional Chinese medicine formula extracts. All of our business and operations are located in the People's Republic of China.
The majority of our revenues are derived from our Stevioside product, and our principal customers for this product are located in Asia, primarily China and Japan where Stevioside is approved for use both as a food additive as well as a nutritional supplement.
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
This product group represented approximately 55% of our net sales for the six months ended October 31, 2006. China has grown into the world's largest exporting company of Stevioside, with volume exceeding 80% of the world's supply. We believe that we are one of the top three companies in China manufacturing Stevioside.
We also manufacture and sell a comprehensive group of veterinary medicines including seven series of more than 200 products. These veterinary medicines include traditional Chinese medicine as well as western medicine, feed additives, feeds and antibiotics.
We are an advocate of developing animal medicine from Chinese herbs, especially antivirus and feed additives. We are concentrating our efforts in this product category on developing and producing medicines which are relevant to the needs of the animal stock industry in the PRC, and developing special veterinary medicines made from pure traditional Chinese medicines or combining traditional Chinese medicine with Western medicine. This product group represented approximately 21% of our net sales for the six months ended October 31, 2006. Our last product group includes the manufacture and sale of traditional Chinese medicines formula extracts that are used in products made for use by both humans and animals. This product group represented approximately 24% of our net sales for the six months ended October 31, 2006.
Our ability to significantly increase our revenues in any of these groups faces a number of challenges. In addition to the existing laws which limit the sale of Stevioside to Western countries, we face competition in the manufacture and sale of Stevioside. There are approximately 30 Stevioside manufacturers in China, with approximately 10 companies operating on a continuing basis. Our other two product groups operate in highly competitive environments. We estimate that there are more than 5,000 companies in China selling animal medicines and more than 200 companies in China that produce Chinese traditional medicines and extracts and refined chemical products. The sale of our products in these two product groups are concentrated on domestic customers therefore our ability to expand our revenues in these product groups is limited to a certain extent by economic conditions in the PRC. In addition, since we are dependent upon raw materials which are harvested and farmed, our ability to produce our products and compete in our markets is also subject to risks including weather and similar events which may reduce the amount of raw materials we are able to purchase from farmers as well as increased competition or market pressure which may result in reduced prices for our products. Our ability, however, to expand our revenues from the sale of Stevioside is limited as the product is not approved for use as a food additive in most Western countries, including the United States, Canada and the European Union. In these countries forms of Stevioside can be marketed and sold as a nutritional supplement. In an effort to increase our competitive position within our market segment, we have built an additional Stevioside manufacturing line in order to expand our Stevioside production, upgraded our existing manufacturing Stevioside line, and relocated to a larger facility.
Through October 31, 2006, we have invested an aggregate of approximately $1,969,308 for leasehold improvements and equipment for an additional veterinary medicine manufacturing line and $1,214,777 for a new Stevioside facility.
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
Even though we are a U.S. company, because all of our operations are located in the PRC, we face certain risks associated with doing business in that country. These risks include risks associated with the ongoing transition from state business ownership to privatization, operating in a cash-based economy, various government policies, unexpected changes in regulatory requirements, export restrictions, tariffs and other trade barriers, challenges in staffing and managing operations in a communist country, differences in technology standards, employment laws and business practices, longer payment cycles and problems in collecting accounts receivable, changes in currency exchange rates and currency exchange controls. We are unable to control the vast majority of these risks associated both with our operations and the country in which they are located and these risks could result in significant declines in our revenues and adversely affect our ability to continue as a going concern in future periods.
Foreign Exchange Considerations
Since revenues from our operations in the PRC accounted for 100% of our net revenues for fiscal 2006 and fiscal 2005, how we report net revenues from our PRC-based operations is of particular importance to understanding our financial statements. Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Transactions and balances in other currencies are converted into U.S. dollars in accordance with Statement of Financial Accounting Standards (SFAS) No. 52,"Foreign Currency Translation," and are included in determining net income or loss. For foreign operations with the local currency as the functional currency, assets and liabilities are translated from the local currencies into U.S. dollars at the prevailing exchange rate on the respective balance sheet date.
Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the financial statements. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive loss.
The functional currency of our Chinese subsidiaries is the local currency or the Chinese dollar called the Renminbi ("RMB"). The financial statements of our subsidiaries are translated to U.S. dollars using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations and were not material during the periods presented. The cumulative translation adjustment and effect of exchange rate changes on cash at October 31, 2006 was $65,935. Until 1994, the Renminbi experienced a gradual but significant devaluation against most major currencies, including the U.S. dollar. There was a significant devaluation of the Renminbi on January 1, 1994 in connection with the replacement of the dual exchange rate system with a unified managed floating rate foreign exchange system. Since 1994, the value of the Renminbi relative to the U.S. dollar has remained stable; appreciating slightly against the U.S. dollar. Countries, including the United States, have historically argued that the Renminbi is artificially undervalued due to China's current monetary policies and have pressured China to allow the Renminbi to float freely in world markets. On July 21, 2005, the PRC announced that the Renminbi would be pegged to a basket of currencies rather than just tied to a fixed exchange rate to the U.S. dollar. It also increased the value of its currency 2% higher against the U.S. dollar, effective immediately
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
If any devaluation of the Renminbi were to occur in the future, returns on our operations in China, which are expected to be in the form of Renminbi, will be negatively impacted upon conversion to U.S. dollars. Although we attempt to have most future payments, mainly repayments of loans and capital contributions denominated in U.S. dollars, if any increase in the value of the Renminbi were to occur in the future, our product sales in China and in other countries may be negatively affected.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
A summary of significant accounting policies is included in Note 1 to the audited consolidated financial statements on Form 10-KSB as filed with the Securities and Exchange Commission. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about the company's operating results and financial condition.
We record property and equipment at cost. Depreciation and amortization are provided using the straight-line method over the estimated economic lives of the assets, which are from five to twenty years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. We review the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.
The Company accounts for stock options issued to employees in accordance with the FASB Statement No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires companies to recognize in the statement of operations the grant- date fair value of stock options and other equity-based compensation issued to employees. The Company has adopted FAS No.123R in the second quarter of fiscal year 2006.
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
RESULTS OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 2006 AS COMPARED TO SIX MONTHS ENDED
OCTOBER 31, 2005
Internally we identify our products in three product groups, Stevioside, traditional Chinese medicine formula extracts and veterinary medicines. For accounting purposes, we report two segments which include Stevioside as one segment and traditional Chinese medicine extracts and veterinary medicine products as the second segment.
The following table provides certain comparative information on our results of operations for the six months ended October 31, 2006 and the six months ended October 31, 2005.
Six Months Ended October 31, % Change
2006 2005 $ Change 2006 v 2005
(unaudited (unaudited) 2006 v 2005 (+/-)
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Net sales $7,764,596 $7,223,971 540,625 +7.5%
Cost of sales 5,668,114 4,939,543 728,571 +14.7%
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Gross profit 2,096,482 2,284,428 (187,946) -8.2%
Operating expenses:
Stock based consulting expense 285,845 135,374 150,471 +111%
Selling expenses 905,356 849,311 56,045 +6.6%
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General and administrative 469,917 471,975 (2,058) -0.4%
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Total operating expenses 1,661,118 1,456,660 204,458 +14%
Income from operations 435,364 827,768 (392,404) -47.4%
Other income (expense):
Other income(expense) (2,256) 151,880 (154,136) -101%
Interest income (expense) 44,060 (14,503) 58,563 +404%
Total other income (expense) 41,804 137,377 (95,573) -69.6%
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Income before provision for income 477,168 965,145 (487,977) -50.6%
taxes
Income Tax 0 521,593 (521,593) -100%
Minority interest in income of
subsidiary 0 (332,832) 332,832 -100%
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Net income 477,168 1,153,906 (676,738) -58.6%
NM = not meaningful
Other key indicators:
Six months ended October 31,
2006 2005 % Change
---------- --------- ---------------
Cost of sales as a percentage of sales 73% 68% +5%
Gross profit as a percentage of sales 27% 32% -5%
Selling expense as a percentage of sales 12% 12% none
Total operating expenses as a percentage of sales 21% 20% +1%
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
Revenues
For the six months ended October 31, 2006, our total net sales were $7,764,596 as compared to total net sales of $7,223,971 for the six months ended October 31, 2005, an increase of $540,625 or approximately 7.5%. For six months ended October 31, 2006, sales from our Stevioside segment represented approximately 55% of our net sales and sales from our traditional Chinese medicine extracts and veterinary medicine segment represented approximately 45% of our total net sales. For six months ended October 31, 2005, sales from our Stevioside segment represented approximately 40% of our total net sales and sales from our traditional Chinese medicine extracts and veterinary medicine segment represented approximately 60% of our total net sales.
Our sales related to the manufacture and sale of Stevioside increased from $2,864,014 for the six months ended October 31, 2005 to $4,272,973 for the six months ended October 31, 2006, an increase of $1,408,959, or approximately 49%. The increase in the sales of our natural sweetener, Stevioside, reflects the completion in fiscal 2006 of our manufacturing equipment upgrade. The new facility improves the quality of our Stevioside and could enable us to capture a larger market share. We manufactured 107 tons of Stevioside and resold 123 tons during fiscal year 2006. We anticipate manufacturing 300 tons of Stevioside during fiscal year 2007. For the six months ended October 31, 2006, we manufactured 97 tons and resold 73 tons and for the six months ended October 31, 2005, we manufactured 32 tons of Stevioside and resold 73 tons. We believe that the market for Stevioside remains strong as we continue to witness growing demand for the product from consumers based in Japan resulting in increased exports to Japan. In order to ensure we have a sufficient supply of raw materials for production.
Our sales related to our traditional Chinese medicine products was $1,878,193 for the six months ended October 31, 2006 as compared to $2,182,766 for the six months ended October 31, 2005, a decrease of $304,573 or approximately 14%. Sales of our traditional Chinese medicine products include sales of products to third party animal medicine producers who use our products as a component of their own product. Sales of traditional Chinese medicine products to these animal medicine producers were sluggish due to reduced demand for animal medicine products as a result of heightened health standard which the Chinese government instituted in response to increased reports of the avian flu. These measures were strictly enforced from February 2006 through May 2006. One such measure mandates that farmers and breeders euthanize livestock upon confirmation of avian flu symptoms. This policy has caused a short term decline in the demand for animal medicine products in the market. However, the Company estimates sales will return to prior levels as government regulations have eased since May 2006 as reports of avian flu have declined. Our primary clients are veterinary facilities. As a result of the recently imposed standards to curtail the spread of the avian flu, these veterinary facilities have reduced demand for our traditional Chinese medicine products.
Our sales related to our veterinary medicine products was $1,601,357 for the six months ended October 31, 2006 as compared to $2,177,191 for the six months ended October 31, 2005, a decrease of $575,834 or approximately 26%. The decrease in the sale of our veterinary medicine products was caused by reduced demand for animal medicine products as a result of heightened health standards. However, the Company estimates sales will return to prior levels as government regulations have eased as reports of avian flu have declined.
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
Cost of Sales and Gross Profit
For the six months ended October 31, 2006, cost of sales amounted to $5,668,114 or approximately 73.0% of net sales as compared to cost of sales of $4,939,543 or approximately 68.4% of net sales for the six months ended October 31, 2005, an increase of 4.6%. The cost of sales increased due to the increase in the cost of raw materials. For Chinese medicine, the cost of sales as a percentage of revenues increased from 57.9% for the six months ended October 31, 2005 to 62.6% for the six months ended October 31, 2006. The Company has witnessed an increase in the general cost of raw materials in this product segment. The Company expects that the cost of raw materials employed in the process and manufacture of Chinese medicine will continue to increase in the future. As a precaution the Company has increased its inventory levels for the raw materials employed in the process and manufacture of Chinese medicine. Gross profit for the six months ended October 31, 2006 was $2,096,482 or approximately 27% of net sales, as compared to $2,284,428, or approximately 31.6% of net sales for the six months ended October 31, 2005.
Operating Expenses
Total operating expenses were $1,661,118 for the six months ended October 31, 2006 as compared to operating expenses of $1,456,660 for the six months ended October 31, 2005, an increase of $204,458, or approximately 14.0%. Included in this increase were:
* For the six months ended October 31, 2006, we recorded non-cash compensation expense of $285,845 as compared to $135,374 for the six months ended October 31, 2005, an increase of $150,471 or approximately 111%. This amount represented the value of shares of our common stock we issued as compensation for consulting services and professional services being rendered to us. While we anticipate that we will enter into additional, similar agreements during the balance fiscal 2007, we cannot predict the amount of expense which will be attributable to such agreements;
* For the six months ended October 31, 2006, selling expenses amounted to $905,356 compared to $849,311 for the six months ended October 31, 2005 an increase of $56,045 or approximately 6.6%. For the six months ended October 31, 2006 selling expenses were approximately 11.7% of our net sales, as compared to approximately 11.8% for the six months ended October 31, 2005. For the six months ended October 31, 2006 we experienced an increase in marketing expenses for Stevia products in the North American market of $130,000; these costs are associated with the introduction of our products to the North American market. As discussed the Company formed new subsidiaries in Florida, Canada, and California. The purpose of these subsidiaries is to establish a North American distribution network for a proprietary blend of Stevioside, as well as for our traditional Chinese medicine products. The Company has experienced increased expenditures related to these efforts. As a result, the Company has been granted a trademark, UPC bar code certification, retained the services of Blue Chip Marketing and Communications to conduct extensive market research studies, created an interactive web site, hired Jeffrey G. Reynolds as the CEO of Sunwin Stevia International Corp. There is no assurance that these subsidiaries will generate substantial revenues in the near term. The increase were offset by the decrease of commission expenses of approximately $42,000, the decrease of the travel expenses of approximately $26,000 and overall decrease in other selling expenses of approximately $5,600.
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
Operating Expenses (continued)
* For the six months ended October 31, 2006, general and administrative expenses were $469,917 as compared to $471,975 for the six months ended October 31, 2005, a decrease of $2,058 or approximately 0.44%. The Company formed a wholly owned subsidiary, Sunwin California, Inc., on April 11, 2006. The Company incurred expenses related to Sunwin California, Inc. which are included in the general and administrative costs of approximately $50,000 for the six months ended October 31, 2006 which reflects expenses associated with our efforts to expand distribution of Chinese herbs in Chinese communities within California. The Company formed a wholly owned subsidiary in Canada, Sunwin (Canada) Pharmaceutical Limited, on April 20, 2006. The Canadian subsidiary related expenses included in the general and administrative costs were approximately $30,000 for the six months ended October 31, 2006 which reflects expenses associated with our efforts to expand distribution of Stevioside into Canada. For the six months ended October 31, 2006 we incurred management fees of $93,972 as compared to $24,303 in management fees for the six months ended October 31, 2005, an increase of $69,669, or 287%. The management fees for Stevioside factory and veterinary factory were waived by the Corporation for the six months ended October 31, 2005 due to the upgrade of the facility. For the six months ended October 31, 2006, the Company completed the upgrade of the facility and incurred $68,913 in management fees to Stevioside factory and the veterinary factory. Shandong Shengwang Pharmaceutical Corporation, Limited, a company controlled by Mr. Zhang, our CEO, provides management services to us which includes costs and services related to housing provided to certain of our non-management employees, government mandatory insurance for our employees and rent for our principal offices. For the six months ended October 31, 2006 we incurred advertising fees of $12,529 as compared to $0 in advertising fees for the six months ended October 31, 2005, an increase of $12,529. The advertising fees for the six months ended October 31, 2006 were for the Stevioside factory. These increases were offset by a decrease of approximately $120,877 in bad debt expenses, $21,226 in rent expenses, and $20,861 in travel expenses overall decrease in other general and administrative expenses of approximately $1,292. Bad debt expenses decreased for the six months ended October 31, 2006 as compared to the six months ended October 31, 2005. During the six months ended October 31, 2006, the Company formed a delinquent accounts receivable department whose objective is to resolve overdue accounts receivable. The . . .
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15-Dec-2006
Quarterly Report
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following analysis of our consolidated financial condition and results of operations for the six months ended October 31, 2006 and 2005, should be read in conjunction with the consolidated financial statements, including footnotes, appearing elsewhere in this quarterly report on Form 10-QSB for the period ended October 31, 2006.
Overview
Effective February 1, 2004, Sunwin Tech entered into a stock purchase agreement with Shandong Shengwang Pharmaceutical Group Corporation ("Group Corporation") and acquired 80% of the outstanding capital stock of Qufu Natural Green Engineering Company, Ltd. ("Qufu") in exchange for 100% of Sunwin Tech's capital stock which had a fair market value of $95,000. In April 2004, we acquired 100% of Sunwin Tech in exchange for approximately 17,000,004 shares of our common stock which resulted in a change of control of our company. The transaction has been accounted for as a reverse acquisition under the purchase method for business combinations. The combination of the two companies is recorded as a recapitalization of Qufu and we are treated as the continuing entity.
Prior to our acquisition of Sunwin Tech, effective February 1, 2004, Sunwin Tech acquired 80% of Qufu ("the Qufu Merger") from Shandong Shengwang Pharmaceutical Group Corporation ("Group Corporation"), a company controlled by Mr. Laiwang Zhang, our President and Chairman, in exchange for all the outstanding shares of Sunwin Tech's common stock. At the time of this merger the minority shareholders of Qufu included Shandong Shengwang Pharmaceutical Corporation Ltd. ("Corporation Ltd.") (17%) and Shandong Shengwang Group Corporation (2.5%) ("Shengwang Group"), both of which are controlled by Mr. Laiwang Zhang, our President and Chairman. The remaining minority shareholder, Qufu Veterinary Medicine Company, Ltd. ("Qufu Vet Ltd") (0.5%) was controlled by a Chinese state owned agency.
In July 2004 following the transaction with Sunwin Tech, we changed the name of our company from Network USA, Inc. to Sunwin International Neutraceuticals, Inc. ("Sunwin" or the "Company").
Subsequent to the Qufu Merger, the Shengwang Group acquired the 17% interest of Qufu owned by Corporation Ltd., and ultimately the Shengwang Group acquired the 0.5% Qufu interest owned by Qufu Vet Ltd., after Qufu Vet Ltd. was dissolved. These events subsequent to the Qufu Merger, resulted in the Shengwang Group owning 20% of Qufu.
In February 2006, the Company acquired the remaining 20% minority interest of Qufu from Shandong Shengwang Group Corporation. As a result, Qufu is a wholly-owned subsidiary of the Company, effective on February 1, 2006.
Through our subsidiaries, we manufacture and sell neutraceutical products which can be classified into three main product groups including; Stevioside, a 100% natural sweetener, veterinary medicines and animal feed additives, and traditional Chinese medicine formula extracts. All of our business and operations are located in the People's Republic of China.
The majority of our revenues are derived from our Stevioside product, and our principal customers for this product are located in Asia, primarily China and Japan where Stevioside is approved for use both as a food additive as well as a nutritional supplement.
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
This product group represented approximately 55% of our net sales for the six months ended October 31, 2006. China has grown into the world's largest exporting company of Stevioside, with volume exceeding 80% of the world's supply. We believe that we are one of the top three companies in China manufacturing Stevioside.
We also manufacture and sell a comprehensive group of veterinary medicines including seven series of more than 200 products. These veterinary medicines include traditional Chinese medicine as well as western medicine, feed additives, feeds and antibiotics.
We are an advocate of developing animal medicine from Chinese herbs, especially antivirus and feed additives. We are concentrating our efforts in this product category on developing and producing medicines which are relevant to the needs of the animal stock industry in the PRC, and developing special veterinary medicines made from pure traditional Chinese medicines or combining traditional Chinese medicine with Western medicine. This product group represented approximately 21% of our net sales for the six months ended October 31, 2006. Our last product group includes the manufacture and sale of traditional Chinese medicines formula extracts that are used in products made for use by both humans and animals. This product group represented approximately 24% of our net sales for the six months ended October 31, 2006.
Our ability to significantly increase our revenues in any of these groups faces a number of challenges. In addition to the existing laws which limit the sale of Stevioside to Western countries, we face competition in the manufacture and sale of Stevioside. There are approximately 30 Stevioside manufacturers in China, with approximately 10 companies operating on a continuing basis. Our other two product groups operate in highly competitive environments. We estimate that there are more than 5,000 companies in China selling animal medicines and more than 200 companies in China that produce Chinese traditional medicines and extracts and refined chemical products. The sale of our products in these two product groups are concentrated on domestic customers therefore our ability to expand our revenues in these product groups is limited to a certain extent by economic conditions in the PRC. In addition, since we are dependent upon raw materials which are harvested and farmed, our ability to produce our products and compete in our markets is also subject to risks including weather and similar events which may reduce the amount of raw materials we are able to purchase from farmers as well as increased competition or market pressure which may result in reduced prices for our products. Our ability, however, to expand our revenues from the sale of Stevioside is limited as the product is not approved for use as a food additive in most Western countries, including the United States, Canada and the European Union. In these countries forms of Stevioside can be marketed and sold as a nutritional supplement. In an effort to increase our competitive position within our market segment, we have built an additional Stevioside manufacturing line in order to expand our Stevioside production, upgraded our existing manufacturing Stevioside line, and relocated to a larger facility.
Through October 31, 2006, we have invested an aggregate of approximately $1,969,308 for leasehold improvements and equipment for an additional veterinary medicine manufacturing line and $1,214,777 for a new Stevioside facility.
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
Even though we are a U.S. company, because all of our operations are located in the PRC, we face certain risks associated with doing business in that country. These risks include risks associated with the ongoing transition from state business ownership to privatization, operating in a cash-based economy, various government policies, unexpected changes in regulatory requirements, export restrictions, tariffs and other trade barriers, challenges in staffing and managing operations in a communist country, differences in technology standards, employment laws and business practices, longer payment cycles and problems in collecting accounts receivable, changes in currency exchange rates and currency exchange controls. We are unable to control the vast majority of these risks associated both with our operations and the country in which they are located and these risks could result in significant declines in our revenues and adversely affect our ability to continue as a going concern in future periods.
Foreign Exchange Considerations
Since revenues from our operations in the PRC accounted for 100% of our net revenues for fiscal 2006 and fiscal 2005, how we report net revenues from our PRC-based operations is of particular importance to understanding our financial statements. Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Transactions and balances in other currencies are converted into U.S. dollars in accordance with Statement of Financial Accounting Standards (SFAS) No. 52,"Foreign Currency Translation," and are included in determining net income or loss. For foreign operations with the local currency as the functional currency, assets and liabilities are translated from the local currencies into U.S. dollars at the prevailing exchange rate on the respective balance sheet date.
Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the financial statements. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive loss.
The functional currency of our Chinese subsidiaries is the local currency or the Chinese dollar called the Renminbi ("RMB"). The financial statements of our subsidiaries are translated to U.S. dollars using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations and were not material during the periods presented. The cumulative translation adjustment and effect of exchange rate changes on cash at October 31, 2006 was $65,935. Until 1994, the Renminbi experienced a gradual but significant devaluation against most major currencies, including the U.S. dollar. There was a significant devaluation of the Renminbi on January 1, 1994 in connection with the replacement of the dual exchange rate system with a unified managed floating rate foreign exchange system. Since 1994, the value of the Renminbi relative to the U.S. dollar has remained stable; appreciating slightly against the U.S. dollar. Countries, including the United States, have historically argued that the Renminbi is artificially undervalued due to China's current monetary policies and have pressured China to allow the Renminbi to float freely in world markets. On July 21, 2005, the PRC announced that the Renminbi would be pegged to a basket of currencies rather than just tied to a fixed exchange rate to the U.S. dollar. It also increased the value of its currency 2% higher against the U.S. dollar, effective immediately
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
If any devaluation of the Renminbi were to occur in the future, returns on our operations in China, which are expected to be in the form of Renminbi, will be negatively impacted upon conversion to U.S. dollars. Although we attempt to have most future payments, mainly repayments of loans and capital contributions denominated in U.S. dollars, if any increase in the value of the Renminbi were to occur in the future, our product sales in China and in other countries may be negatively affected.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
A summary of significant accounting policies is included in Note 1 to the audited consolidated financial statements on Form 10-KSB as filed with the Securities and Exchange Commission. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about the company's operating results and financial condition.
We record property and equipment at cost. Depreciation and amortization are provided using the straight-line method over the estimated economic lives of the assets, which are from five to twenty years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. We review the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.
The Company accounts for stock options issued to employees in accordance with the FASB Statement No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires companies to recognize in the statement of operations the grant- date fair value of stock options and other equity-based compensation issued to employees. The Company has adopted FAS No.123R in the second quarter of fiscal year 2006.
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
RESULTS OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 2006 AS COMPARED TO SIX MONTHS ENDED
OCTOBER 31, 2005
Internally we identify our products in three product groups, Stevioside, traditional Chinese medicine formula extracts and veterinary medicines. For accounting purposes, we report two segments which include Stevioside as one segment and traditional Chinese medicine extracts and veterinary medicine products as the second segment.
The following table provides certain comparative information on our results of operations for the six months ended October 31, 2006 and the six months ended October 31, 2005.
Six Months Ended October 31, % Change
2006 2005 $ Change 2006 v 2005
(unaudited (unaudited) 2006 v 2005 (+/-)
--------------------------------------------------
Net sales $7,764,596 $7,223,971 540,625 +7.5%
Cost of sales 5,668,114 4,939,543 728,571 +14.7%
--------- ---------
Gross profit 2,096,482 2,284,428 (187,946) -8.2%
Operating expenses:
Stock based consulting expense 285,845 135,374 150,471 +111%
Selling expenses 905,356 849,311 56,045 +6.6%
------- -------
General and administrative 469,917 471,975 (2,058) -0.4%
------- -------
Total operating expenses 1,661,118 1,456,660 204,458 +14%
Income from operations 435,364 827,768 (392,404) -47.4%
Other income (expense):
Other income(expense) (2,256) 151,880 (154,136) -101%
Interest income (expense) 44,060 (14,503) 58,563 +404%
Total other income (expense) 41,804 137,377 (95,573) -69.6%
--------------------------------------------------
Income before provision for income 477,168 965,145 (487,977) -50.6%
taxes
Income Tax 0 521,593 (521,593) -100%
Minority interest in income of
subsidiary 0 (332,832) 332,832 -100%
-
Net income 477,168 1,153,906 (676,738) -58.6%
NM = not meaningful
Other key indicators:
Six months ended October 31,
2006 2005 % Change
---------- --------- ---------------
Cost of sales as a percentage of sales 73% 68% +5%
Gross profit as a percentage of sales 27% 32% -5%
Selling expense as a percentage of sales 12% 12% none
Total operating expenses as a percentage of sales 21% 20% +1%
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
Revenues
For the six months ended October 31, 2006, our total net sales were $7,764,596 as compared to total net sales of $7,223,971 for the six months ended October 31, 2005, an increase of $540,625 or approximately 7.5%. For six months ended October 31, 2006, sales from our Stevioside segment represented approximately 55% of our net sales and sales from our traditional Chinese medicine extracts and veterinary medicine segment represented approximately 45% of our total net sales. For six months ended October 31, 2005, sales from our Stevioside segment represented approximately 40% of our total net sales and sales from our traditional Chinese medicine extracts and veterinary medicine segment represented approximately 60% of our total net sales.
Our sales related to the manufacture and sale of Stevioside increased from $2,864,014 for the six months ended October 31, 2005 to $4,272,973 for the six months ended October 31, 2006, an increase of $1,408,959, or approximately 49%. The increase in the sales of our natural sweetener, Stevioside, reflects the completion in fiscal 2006 of our manufacturing equipment upgrade. The new facility improves the quality of our Stevioside and could enable us to capture a larger market share. We manufactured 107 tons of Stevioside and resold 123 tons during fiscal year 2006. We anticipate manufacturing 300 tons of Stevioside during fiscal year 2007. For the six months ended October 31, 2006, we manufactured 97 tons and resold 73 tons and for the six months ended October 31, 2005, we manufactured 32 tons of Stevioside and resold 73 tons. We believe that the market for Stevioside remains strong as we continue to witness growing demand for the product from consumers based in Japan resulting in increased exports to Japan. In order to ensure we have a sufficient supply of raw materials for production.
Our sales related to our traditional Chinese medicine products was $1,878,193 for the six months ended October 31, 2006 as compared to $2,182,766 for the six months ended October 31, 2005, a decrease of $304,573 or approximately 14%. Sales of our traditional Chinese medicine products include sales of products to third party animal medicine producers who use our products as a component of their own product. Sales of traditional Chinese medicine products to these animal medicine producers were sluggish due to reduced demand for animal medicine products as a result of heightened health standard which the Chinese government instituted in response to increased reports of the avian flu. These measures were strictly enforced from February 2006 through May 2006. One such measure mandates that farmers and breeders euthanize livestock upon confirmation of avian flu symptoms. This policy has caused a short term decline in the demand for animal medicine products in the market. However, the Company estimates sales will return to prior levels as government regulations have eased since May 2006 as reports of avian flu have declined. Our primary clients are veterinary facilities. As a result of the recently imposed standards to curtail the spread of the avian flu, these veterinary facilities have reduced demand for our traditional Chinese medicine products.
Our sales related to our veterinary medicine products was $1,601,357 for the six months ended October 31, 2006 as compared to $2,177,191 for the six months ended October 31, 2005, a decrease of $575,834 or approximately 26%. The decrease in the sale of our veterinary medicine products was caused by reduced demand for animal medicine products as a result of heightened health standards. However, the Company estimates sales will return to prior levels as government regulations have eased as reports of avian flu have declined.
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
Cost of Sales and Gross Profit
For the six months ended October 31, 2006, cost of sales amounted to $5,668,114 or approximately 73.0% of net sales as compared to cost of sales of $4,939,543 or approximately 68.4% of net sales for the six months ended October 31, 2005, an increase of 4.6%. The cost of sales increased due to the increase in the cost of raw materials. For Chinese medicine, the cost of sales as a percentage of revenues increased from 57.9% for the six months ended October 31, 2005 to 62.6% for the six months ended October 31, 2006. The Company has witnessed an increase in the general cost of raw materials in this product segment. The Company expects that the cost of raw materials employed in the process and manufacture of Chinese medicine will continue to increase in the future. As a precaution the Company has increased its inventory levels for the raw materials employed in the process and manufacture of Chinese medicine. Gross profit for the six months ended October 31, 2006 was $2,096,482 or approximately 27% of net sales, as compared to $2,284,428, or approximately 31.6% of net sales for the six months ended October 31, 2005.
Operating Expenses
Total operating expenses were $1,661,118 for the six months ended October 31, 2006 as compared to operating expenses of $1,456,660 for the six months ended October 31, 2005, an increase of $204,458, or approximately 14.0%. Included in this increase were:
* For the six months ended October 31, 2006, we recorded non-cash compensation expense of $285,845 as compared to $135,374 for the six months ended October 31, 2005, an increase of $150,471 or approximately 111%. This amount represented the value of shares of our common stock we issued as compensation for consulting services and professional services being rendered to us. While we anticipate that we will enter into additional, similar agreements during the balance fiscal 2007, we cannot predict the amount of expense which will be attributable to such agreements;
* For the six months ended October 31, 2006, selling expenses amounted to $905,356 compared to $849,311 for the six months ended October 31, 2005 an increase of $56,045 or approximately 6.6%. For the six months ended October 31, 2006 selling expenses were approximately 11.7% of our net sales, as compared to approximately 11.8% for the six months ended October 31, 2005. For the six months ended October 31, 2006 we experienced an increase in marketing expenses for Stevia products in the North American market of $130,000; these costs are associated with the introduction of our products to the North American market. As discussed the Company formed new subsidiaries in Florida, Canada, and California. The purpose of these subsidiaries is to establish a North American distribution network for a proprietary blend of Stevioside, as well as for our traditional Chinese medicine products. The Company has experienced increased expenditures related to these efforts. As a result, the Company has been granted a trademark, UPC bar code certification, retained the services of Blue Chip Marketing and Communications to conduct extensive market research studies, created an interactive web site, hired Jeffrey G. Reynolds as the CEO of Sunwin Stevia International Corp. There is no assurance that these subsidiaries will generate substantial revenues in the near term. The increase were offset by the decrease of commission expenses of approximately $42,000, the decrease of the travel expenses of approximately $26,000 and overall decrease in other selling expenses of approximately $5,600.
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
Operating Expenses (continued)
* For the six months ended October 31, 2006, general and administrative expenses were $469,917 as compared to $471,975 for the six months ended October 31, 2005, a decrease of $2,058 or approximately 0.44%. The Company formed a wholly owned subsidiary, Sunwin California, Inc., on April 11, 2006. The Company incurred expenses related to Sunwin California, Inc. which are included in the general and administrative costs of approximately $50,000 for the six months ended October 31, 2006 which reflects expenses associated with our efforts to expand distribution of Chinese herbs in Chinese communities within California. The Company formed a wholly owned subsidiary in Canada, Sunwin (Canada) Pharmaceutical Limited, on April 20, 2006. The Canadian subsidiary related expenses included in the general and administrative costs were approximately $30,000 for the six months ended October 31, 2006 which reflects expenses associated with our efforts to expand distribution of Stevioside into Canada. For the six months ended October 31, 2006 we incurred management fees of $93,972 as compared to $24,303 in management fees for the six months ended October 31, 2005, an increase of $69,669, or 287%. The management fees for Stevioside factory and veterinary factory were waived by the Corporation for the six months ended October 31, 2005 due to the upgrade of the facility. For the six months ended October 31, 2006, the Company completed the upgrade of the facility and incurred $68,913 in management fees to Stevioside factory and the veterinary factory. Shandong Shengwang Pharmaceutical Corporation, Limited, a company controlled by Mr. Zhang, our CEO, provides management services to us which includes costs and services related to housing provided to certain of our non-management employees, government mandatory insurance for our employees and rent for our principal offices. For the six months ended October 31, 2006 we incurred advertising fees of $12,529 as compared to $0 in advertising fees for the six months ended October 31, 2005, an increase of $12,529. The advertising fees for the six months ended October 31, 2006 were for the Stevioside factory. These increases were offset by a decrease of approximately $120,877 in bad debt expenses, $21,226 in rent expenses, and $20,861 in travel expenses overall decrease in other general and administrative expenses of approximately $1,292. Bad debt expenses decreased for the six months ended October 31, 2006 as compared to the six months ended October 31, 2005. During the six months ended October 31, 2006, the Company formed a delinquent accounts receivable department whose objective is to resolve overdue accounts receivable. The . . .
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