UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: September 30, 2013
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to _____________
 
Commission File Number: 001-34566
 
CHINA BIOLOGIC PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
75-2308816
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
18th Floor, Jialong International Building
19 Chaoyang Park Road
Chaoyang District, Beijing 100125
People’s Republic of China
(Address of principal executive offices, Zip Code)
 
(+86) 10-6598-3111
(Registrant’s telephone number, including area code)
 
_____________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x No  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  ¨
Accelerated filer  x
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)
Smaller reporting company  ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨  No x
 
The number of shares outstanding of each of the issuer’s classes of common stock, as of November 5, 2013 is as follows:
 
Class of Securities
 
Shares Outstanding
Common Stock, $0.0001 par value
 
25,573,407
 
 
  
 
Quarterly Report on Form 10-Q
Three and Nine Months Ended September 30, 2013

 
TABLE OF CONTENTS
 
PART I
 
FINANCIAL INFORMATION
 
 
Item 1.Financial Statements
1
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
14
Item 3.Quantitative and Qualitative Disclosures About Market Risk
25
Item 4.Controls and Procedures
26
 
PART II
 
OTHER INFORMATION
 
 
Item 1.Legal Proceedings
26
Item 1A.Risk Factors
27
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
28
Item 3.Defaults Upon Senior Securities
28
Item 4.Mine Safety Disclosures
28
Item 5.Other Information
28
Item 6.Exhibits
28
 
 
   
PART I
FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Contents
 
Page
Unaudited Condensed Consolidated Balance Sheets
 
1
Unaudited Condensed Consolidated Statements of Comprehensive Income
 
2
Unaudited Condensed Consolidated Statements of Changes in Equity
 
3
Unaudited Condensed Consolidated Statements of Cash Flows
 
4
Notes to the Unaudited Condensed Consolidated Financial Statements
 
6
 
 
 
CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES 
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS 
 
 
 
Note
 
September 30, 2013
 
December 31, 2012
 
 
 
 
 
USD
 
USD
 
ASSETS
 
 
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
131,496,674
 
 
129,609,317
 
Accounts receivable, net of allowance for doubtful accounts
 
2
 
22,404,534
 
 
11,206,244
 
Inventories
 
3
 
83,676,773
 
 
75,679,173
 
Prepayments and other current assets
 
 
 
6,480,946
 
 
5,664,919
 
Total Current Assets
 
 
 
244,058,927
 
 
222,159,653
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 
4
 
67,126,063
 
 
51,325,177
 
Intangible assets, net
 
5
 
2,840,550
 
 
3,541,582
 
Land use rights, net
 
 
 
7,038,767
 
 
5,818,709
 
Deposits related to land use rights
 
6
 
16,772,063
 
 
14,752,574
 
Restricted cash and deposit
 
7
 
32,064,962
 
 
2,912,145
 
Equity method investment
 
 
 
11,652,366
 
 
10,537,310
 
Total Assets
 
 
 
381,553,698
 
 
311,047,150
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
Current Liabilities
 
 
 
 
 
 
 
 
Short-term bank loans
 
8
 
4,890,000
 
 
7,935,000
 
Accounts payable
 
 
 
4,060,550
 
 
2,908,624
 
Due to related parties
 
14
 
4,208,582
 
 
4,081,624
 
Other payables and accrued expenses
 
 
 
29,625,322
 
 
25,423,349
 
Advance from customers
 
 
 
2,100,906
 
 
2,857,420
 
Income tax payable
 
 
 
5,483,734
 
 
4,513,075
 
Total Current Liabilities
 
 
 
50,369,094
 
 
47,719,092
 
 
 
 
 
 
 
 
 
 
Long-term bank loans
 
8
 
30,000,000
 
 
-
 
Deferred income
 
7
 
2,991,050
 
 
2,912,145
 
Other liabilities
 
 
 
3,468,575
 
 
2,996,749
 
Total Liabilities
 
 
 
86,828,719
 
 
53,627,986
 
 
 
 
 
 
 
 
 
 
Stockholders’ Equity
 
 
 
 
 
 
 
 
Common stock:
 
 
 
 
 
 
 
 
par value $0.0001;
 
 
 
 
 
 
 
 
100,000,000 shares authorized;
 
 
 
 
 
 
 
 
27,046,556 and 26,629,615 shares issued at September 30, 2013 and December 31, 2012,
 
 
 
 
 
 
 
 
respectively;
 
 
 
 
 
 
 
 
25,566,852 and 26,629,615 shares outstanding at September 30, 2013 and December 31, 2012,
 
 
 
 
 
 
 
 
respectively
 
 
 
2,704
 
 
2,663
 
Additional paid-in capital
 
 
 
68,698,856
 
 
62,251,731
 
Treasury stock, 1,479,704 and nil shares at September 30, 2013 and
    December 31, 2012, respectively, at cost
 
16
 
(29,594,080)
 
 
-
 
 
 
 
 
 
 
 
 
 
Retained earnings
 
 
 
164,916,809
 
 
119,143,000
 
Accumulated other comprehensive income
 
 
 
20,477,319
 
 
14,072,322
 
Total equity attributable to China Biologic Products, Inc.
 
 
 
224,501,608
 
 
195,469,716
 
 
 
 
 
 
 
 
 
 
Noncontrolling interest
 
 
 
70,223,371
 
 
61,949,448
 
 
 
 
 
 
 
 
 
 
Total Stockholders’ Equity
 
 
 
294,724,979
 
 
257,419,164
 
 
 
 
 
 
 
 
 
 
Commitments and contingencies
 
13
 
-
 
 
-
 
 
 
 
 
 
 
 
 
 
Total Liabilities and Stockholders’ Equity
 
 
 
381,553,698
 
 
311,047,150
 
 
See accompanying notes to Unaudited Condensed Consolidated Financial Statements.
 
 
1

 
CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES
  UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
 
 
 
For the three months ended
 
For the nine months ended
 
 
 
Note
 
September 30,
2013
 
September 30,
2012
 
September 30,
2013
 
September 30,
2012
 
 
 
 
 
USD
 
USD
 
USD
 
USD
 
Sales
 
12
 
53,152,141
 
53,124,050
 
160,764,396
 
150,817,850
 
Cost of sales
 
 
 
17,165,897
 
16,921,284
 
49,904,917
 
48,767,900
 
Gross profit
 
 
 
35,986,244
 
36,202,766
 
110,859,479
 
102,049,950
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Selling expenses
 
 
 
2,551,245
 
3,545,378
 
6,829,365
 
12,536,727
 
General and administrative expenses
 
 
 
9,218,798
 
11,599,779
 
26,771,966
 
26,677,945
 
Research and development expenses
 
 
 
1,053,383
 
637,397
 
2,801,625
 
2,277,474
 
Income from operations
 
 
 
23,162,818
 
20,420,212
 
74,456,523
 
60,557,804
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income/ (expenses)
 
 
 
 
 
 
 
 
 
 
 
Equity in income of an equity method investee
 
 
 
642,579
 
744,976
 
1,382,524
 
2,219,279
 
Change in fair value of derivative liabilities
 
 
 
-
 
-
 
-
 
1,769,140
 
Interest expense
 
 
 
(306,656)
 
(223,992)
 
(741,569)
 
(990,190)
 
Interest income
 
 
 
1,320,263
 
561,761
 
2,964,082
 
1,870,873
 
Other income, net
 
 
 
-
 
449,815
 
-
 
347,029
 
Total other income, net
 
 
 
1,656,186
 
1,532,560
 
3,605,037
 
5,216,131
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings before income tax expense
 
 
 
24,819,004
 
21,952,772
 
78,061,560
 
65,773,935
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
9
 
4,871,041
 
3,479,683
 
13,223,592
 
9,990,014
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
19,947,963
 
18,473,089
 
64,837,968
 
55,783,921
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: Net income attributable to noncontrolling interest
 
 
 
5,251,940
 
4,855,939
 
19,064,159
 
16,370,694
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to China Biologic Products, Inc.
 
 
 
14,696,023
 
13,617,150
 
45,773,809
 
39,413,227
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share of common stock:
 
15
 
 
 
 
 
 
 
 
 
Basic
 
 
 
0.55
 
0.51
 
1.71
 
1.51
 
Diluted
 
 
 
0.53
 
0.50
 
1.64
 
1.41
 
Weighted average shares used in computation:
 
15
 
 
 
 
 
 
 
 
 
Basic
 
 
 
26,288,154
 
26,546,929
 
26,649,563
 
26,009,707
 
Diluted
 
 
 
27,449,081
 
27,018,904
 
27,780,005
 
26,741,713
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
19,947,963
 
18,473,089
 
64,837,968
 
55,783,921
 
 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment, net of nil
    income taxes
 
 
 
1,985,434
 
(86,731)
 
7,810,690
 
1,226,404
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
 
 
 
21,933,397
 
18,386,358
 
72,648,658
 
57,010,325
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: Comprehensive income attributable to
    noncontrolling interest
 
 
 
5,586,905
 
4,926,035
 
20,469,852
 
16,692,803
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income attributable to China
    Biologic Products, Inc.
 
 
 
16,346,492
 
13,460,323
 
52,178,806
 
40,317,522
 
 
See accompanying notes to Unaudited Condensed Consolidated Financial Statements.
 
 
2

 
CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
Equity
 
 
 
 
 
 
 
 
 
Common stock
 
Additional
 
 
 
 
 
 
 
other
 
attributable
 
 
 
 
 
 
 
 
 
Number of
 
 
 
 
paid-in
 
Retained
 
Treasury
 
comprehensive
 
to China Biologic
 
Noncontrolling
 
 
 
 
 
 
shares
 
Par value
 
capital
 
earnings
 
Stock
 
income
 
Products, Inc.
 
interest
 
Total equity
 
 
 
 
 
USD
 
USD
 
USD
 
USD
 
USD
 
USD
 
USD
 
USD
 
Balance as of January 1, 2013
 
26,629,615
 
 
2,663
 
 
62,251,731
 
 
119,143,000
 
 
-
 
 
14,072,322
 
 
195,469,716
 
 
61,949,448
 
 
257,419,164
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
-
 
 
-
 
 
-
 
 
45,773,809
 
 
-
 
 
-
 
 
45,773,809
 
 
19,064,159
 
 
64,837,968
 
Other comprehensive income
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
6,404,997
 
 
6,404,997
 
 
1,405,693
 
 
7,810,690
 
Dividend declared by
    subsidiaries to noncontrolling
    interest
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(10,896,678)
 
 
(10,896,678)
 
Acquisition of noncontrolling
    interests
 
-
 
 
-
 
 
(664,662)
 
 
-
 
 
-
 
 
-
 
 
(664,662)
 
 
(1,299,251)
 
 
(1,963,913)
 
Share repurchase
 
-
 
 
-
 
 
-
 
 
-
 
 
(29,594,080)
 
 
-
 
 
(29,594,080)
 
 
-
 
 
(29,594,080)
 
Share-based compensation
 
-
 
 
-
 
 
4,076,817
 
 
-
 
 
-
 
 
-
 
 
4,076,817
 
 
-
 
 
4,076,817
 
Common stock issued in
    connection with:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- Exercise of stock options
 
353,191
 
 
35
 
 
3,034,976
 
 
-
 
 
-
 
 
-
 
 
3,035,011
 
 
-
 
 
3,035,011
 
- Vesting of restricted shares
 
63,750
 
 
6
 
 
(6)
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Balance as of September 30,
    2013
 
27,046,556
 
 
2,704
 
 
68,698,856
 
 
164,916,809
 
 
(29,594,080)
 
 
20,477,319
 
 
224,501,608
 
 
70,223,371
 
 
294,724,979
 
 
See accompanying notes to Unaudited Condensed Consolidated Financial Statements.
 
 
3

 
CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES 
  UNAUDITED CONDESENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
 
 
 
For the nine months ended
 
 
 
September 30,
2013
 
September 30,
2012
 
 
 
USD
 
USD
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net income
 
64,837,968
 
55,783,921
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation
 
4,550,598
 
4,326,425
 
Amortization
 
1,027,650
 
2,293,839
 
(Gain)/ loss on sale of property, plant and equipment
 
(138,450)
 
371,544
 
Allowance for doubtful accounts, net
 
-
 
21,876
 
Provision for doubtful accounts - other receivables and prepayments
 
37,453
 
94,567
 
Deferred tax expense/ (benefit)
 
428,037
 
(515,960)
 
Share-based compensation
 
4,076,817
 
3,074,132
 
Change in fair value of derivative liabilities
 
-
 
(1,769,140)
 
Equity in income of an equity method investee
 
(1,382,524)
 
(2,219,279)
 
Change in operating assets and liabilities:
 
 
 
 
 
Accounts receivable
 
(10,758,305)
 
1,872,418
 
Prepayment and other current assets
 
(720,340)
 
(468,800)
 
Inventories
 
(5,872,632)
 
3,507,968
 
Accounts payable
 
1,254,404
 
(1,103,617)
 
Other payables and accrued expenses
 
1,088,481
 
(398,905)
 
Advance from customers
 
(823,499)
 
(939,904)
 
Due to related parties
 
16,539
 
337,536
 
Income tax payable
 
837,760
 
517,440
 
Net cash provided by operating activities
 
58,459,957
 
64,786,061
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Payment for property, plant and equipment
 
(17,076,459)
 
(7,436,719)
 
Payment for intangible assets and land use rights
 
(1,141,197)
 
(796,707)
 
Dividend received
 
560,980
 
1,109,115
 
Purchase of short-term investment
 
-
 
(2,731,300)
 
Proceeds from sale of property, plant and equipment
 
175,808
 
-
 
Payment related to land use right
 
-
 
(13,220,568)
 
Net cash used in investing activities
 
(17,480,868)
 
(23,076,179)
 
 
See accompanying notes to Unaudited Condensed Consolidated Financial Statements.
 
 
4

 
CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
 
 
For the nine months ended
 
 
 
September 30,
2013
 
September 30,
2012
 
 
 
USD
 
USD
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Proceeds from stock option exercised
 
3,035,011
 
120,000
 
Proceeds from warrants exercised
 
-
 
4,500,000
 
Proceeds from short-term bank loans
 
4,808,400
 
11,076,100
 
Repayment of short-term bank loans
 
(8,014,000)
 
(11,106,200)
 
Proceeds from long-term bank loans
 
30,000,000
 
-
 
Payment for deposit as security for long-term bank loans
 
(30,000,000)
 
-
 
Payment for share repurchase
 
(29,594,080)
 
-
 
Acquisition of noncontrolling interest
 
(1,963,913)
 
-
 
Dividend paid by subsidiaries to noncontrolling interest shareholders
 
(10,896,678)
 
(4,379,016)
 
Net cash (used in) /provided by financing activities
 
(42,625,260)
 
210,884
 
 
 
 
 
 
 
EFFECTS OF FOREIGN EXCHANGE RATE CHANGE ON CASH
 
3,533,528
 
390,585
 
 
 
 
 
 
 
NET INCREASE IN CASH AND CASH EQUIVALENTS
 
1,887,357
 
42,311,351
 
 
 
 
 
 
 
Cash and cash equivalents at beginning of period
 
129,609,317
 
89,411,835
 
 
 
 
 
 
 
Cash and cash equivalents at end of period
 
131,496,674
 
131,723,186
 
 
 
 
 
 
 
Supplemental cash flow information
 
 
 
 
 
Cash paid for income taxes
 
11,957,795
 
9,988,536
 
Cash paid for interest expense
 
273,095
 
296,901
 
Noncash investing and financing activities:
 
 
 
 
 
Acquisition of property, plant and equipment included in payables
 
1,502,623
 
-
 
Exercise of warrants that were liability classified
 
-
 
3,641,279
 
  
See accompanying notes to Unaudited Condensed Consolidated Financial Statements.
 
 
5

 
CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 AND 2012
 
NOTE 1 – BASIS OF PRESENTATION, SIGNIFICANT CONCENTRATION AND RISKS
 
(a)
Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The December 31, 2012 consolidated balance sheet was derived from the audited consolidated financial statements of China Biologic Products, Inc. (the “Company”). The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2012 audited consolidated financial statements of the Company included in the Company’s annual report on Form 10-K for the year ended December 31, 2012.
 
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of September 30, 2013, the results of operations for the three and nine months ended September 30, 2013 and 2012, and cash flows for the nine months ended September 30, 2013 and 2012, have been made. All significant intercompany transactions and balances are eliminated on consolidation.
 
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property, plant and equipment and intangibles with definite lives, the allowance for doubtful accounts, the fair value determinations of equity instruments and stock compensation awards, the realizability of deferred tax assets and inventories, intangible assets, land use rights and property, plant and equipment, and accruals for income tax uncertainties and other contingencies.
 
(b)
Significant Concentration and Risks
 
The Company’s operations are carried out in the People’s Republic of China (the “PRC”) and are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other matters.
 
The Company maintains cash and deposit balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for its bank accounts located in the United States or may exceed Hong Kong Deposit Protection Board insured limits for its bank accounts located in Hong Kong. Cash and deposit balances maintained at financial institutions or state-owned banks in the PRC are not covered by insurance. Total cash at banks and deposits as of September 30, 2013 and December 31, 2012 amounted to $162,673,942 and $132,201,606, respectively, of which $523,559 and $76,101 are insured, respectively. The Company has not experienced any losses in uninsured bank deposits and does not believe that it is exposed to any significant risks on cash held in bank accounts.
 
The Company’s two major products are human albumin and human immunoglobulin for intravenous injection (“IVIG”). Human albumin accounted for 49.7% and 43.3% of the total sales for the three months ended September 30, 2013 and 2012, respectively, and 43.3% and 45.3% of the total sales for the nine months ended September 30, 2013 and 2012, respectively. IVIG accounted for 32.3% and 44.1% of the total sales for the three months ended September 30, 2013 and 2012, respectively, and 39.8% and 39.7% of the total sales for the nine months ended September 30, 2013 and 2012, respectively. If the market demands for human albumin and IVIG cannot be sustained in the future or the price of human albumin and IVIG decreases, the Company’s operating results could be adversely affected.
 
Substantially all of the Company’s customers are located in the PRC.  There were no customers that individually comprised 10% or more of the total sales during the three and nine months ended September 30, 2013 and 2012, respectively. No individual customer represented 10% or more of trade receivables at September 30, 2013 and December 31, 2012, respectively. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers.
 
There were no suppliers that comprised 10% or more of the total purchases for the three and nine months ended September 30, 2013 and 2012, respectively. One individual vendor represented more than 10% of accounts payable at September 30, 2013. Two vendors individually represented more than 10% of accounts payable at December 31, 2012.
 
 
6

 
NOTE 2 – ACCOUNTS RECEIVABLE
 
Accounts receivable at September 30, 2013 and December 31, 2012 consisted of the following:
 
 
September 30, 2013
 
December 31, 2012
 
 
 
USD
 
USD
 
Accounts receivable
 
 
22,831,402
 
 
11,621,851
 
Less: Allowance for doubtful accounts
 
 
(426,868)
 
 
(415,607)
 
Total
 
 
22,404,534
 
 
11,206,244
 
 
No provision for doubtful accounts was recorded during the three months ended September 30, 2013 and 2012. A provision for doubtful accounts of nil and $21,876 was recorded for the nine months ended September 30, 2013 and 2012, respectively. There was no write-off of accounts receivable for the three and nine months ended September 30, 2013 and 2012, respectively.

NOTE 3 – INVENTORIES
 
Inventories at September 30, 2013 and December 31, 2012 consisted of the following:
 
 
 
September 30, 2013
 
December 31, 2012
 
 
 
USD
 
USD
 
Raw materials
 
 
40,304,623
 
 
29,596,746
 
Work-in-process
 
 
20,417,588
 
 
24,524,142
 
Finished goods
 
 
22,954,562
 
 
21,558,285
 
Total
 
 
83,676,773
 
 
75,679,173
 
 
There were no write-down of inventories for the three and nine months ended September 30, 2013 and 2012.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT
 
Property, plant and equipment at September 30, 2013 and December 31, 2012 consisted of the following:
 
 
 
September 30, 2013
 
December 31, 2012
 
 
 
USD
 
USD
 
Buildings
 
 
31,252,689
 
 
25,183,496
 
Machinery and equipment
 
 
29,064,844
 
 
29,625,166
 
Furniture, fixtures, office equipment and vehicles
 
 
7,210,615
 
 
6,513,482
 
Total property, plant and equipment, gross
 
 
67,528,148
 
 
61,322,144
 
Accumulated depreciation
 
 
(25,032,035)
 
 
(24,356,752)
 
Total property, plant and equipment, net
 
 
42,496,113
 
 
36,965,392
 
Construction in progress
 
 
21,021,486
 
 
3,501,404
 
Prepayments for property, plant and equipment
 
 
3,608,464
 
 
10,858,381
 
Property, plant and equipment, net
 
 
67,126,063
 
 
51,325,177
 
 
Depreciation expense for the three months ended September 30, 2013 and 2012 was $1,444,859 and $2,045,202, respectively. Depreciation expense for the nine months ended September 30, 2013 and 2012 was $4,550,598 and $4,326,425, respectively.

NOTE 5 – INTANGIBLE ASSETS, NET
 
Intangible assets at September 30, 2013 and December 31, 2012 consisted of the following:
 
 
 
September 30, 2013
 
 
 
Weighted
 
 
 
 
 
 
 
 
 
average
 
Gross
 
 
 
Net
 
 
 
amortization
 
carrying
 
Accumulated
 
carrying
 
 
 
period
 
amount
 
amortization
 
amount
 
 
 
 
 
USD
 
USD
 
USD
 
Amortizing intangible assets:
 
 
 
 
 
 
 
 
 
Permits and licenses
 
10 years
 
5,122,788
 
(2,614,623)
 
2,508,165
 
GMP certificate
 
5 years
 
2,594,112
 
(2,445,289)
 
148,823
 
Long-term customer relationship
 
4 years
 
7,722,940
 
(7,722,940)
 
-
 
Others
 
 
 
344,343
 
(160,781)
 
183,562
 
Total
 
 
 
15,784,183
 
(12,943,633)
 
2,840,550
 
 
 
7

 
 
 
December 31, 2012
 
 
 
Weighted
 
 
 
 
 
 
 
 
 
average
 
Gross
 
 
 
Net
 
 
 
amortization
 
carrying
 
Accumulated
 
carrying
 
 
 
period
 
amount
 
amortization
 
amount
 
 
 
 
 
USD
 
USD
 
USD
 
Amortizing intangible assets:
 
 
 
 
 
 
 
 
 
Permits and licenses
 
10 years
 
4,987,647
 
(2,119,622)
 
2,868,025
 
GMP certificate
 
5 years
 
2,525,679
 
(1,955,360)
 
570,319
 
Long-term customer relationship
 
4 years
 
7,519,206
 
(7,519,206)
 
-
 
Others
 
 
 
214,520
 
(111,282)
 
103,238
 
Total
 
 
 
15,247,052
 
(11,705,470)
 
3,541,582
 
 
Amortization expense for intangible assets was $257,318 and $730,994 for the three months ended September 30, 2013 and 2012, respectively. Amortization expense for intangible assets was $912,470 and $2,187,804 for the nine months ended September 30, 2013 and 2012, respectively. Estimated amortization expenses for the next five fiscal years are $513,226 in 2014, $511,439 in 2015, $505,852 in 2016, $471,598 in 2017 and $428,585 in 2018.

NOTE 6 – DEPOSITS RELATED TO LAND USE RIGHTS
 
At September 30, 2013, the deposits mainly represented a RMB83,400,000 (approximately $13,594,200) refundable payment made by Guizhou Taibang to the local government in connection with the public bidding for a land use right in Guizhou Province. The payment will be refunded within one year following the completion of the bidding process. If the Company is successful in the bid, the land use right will be used for the construction of a new manufacturing facility to comply with the new GMP standard effective by the end of 2013. However, due to potential delays in government approval procedures with respect to the land use right for such site, the Company may not be able to complete the construction of the new production facility as planned. In order to mitigate the operation disruption at Guizhou Taibang, the Company started to upgrade its existing production facility to meet the new GMP standard in June 2013. The production of the related facilities was suspended and the total production capacity of the Company is expected to decrease in part of 2013 and 2014.

NOTE 7 – RESTRICTED CASH  AND DEPOSIT
 
On November 1, 2012, Guizhou Taibang entered into an agreement with the Financial Bureau of Huaxi District, Guiyang City. Pursuant to the agreement, the Financial Bureau of Huaxi District provided RMB18,350,000 (approximately $2,991,050) to Guizhou Taibang to subsidize the technical upgrade in respect of the new GMP standard (see Note 6). The agreement is valid for a three-year period. The usage of this fund is under the supervision of the Financial Bureau of Huaxi District and this fund cannot be used for other purposes. During the nine months ended September 30, 2013, RMB7,632,444 (approximately $1,244,088) was used in the technical upgrade in respect of the new GMP standard. At September 30, 2013, the balance of restricted cash was RMB10,717,556 (approximately $1,746,962).
 
On August 7, 2013, the Company made a time deposit of RMB186,000,000 with China Merchants Bank Beijing Branch (“CMB BJ Branch”) as a security for an 18-month US$30,000,000 loan lent by China Merchants Bank Co., Ltd., New York Branch (“CMB NY Branch”) (see Note 8).

NOTE 8 – BANK LOANS
 
(a)
Short-term bank loans
 
The Company’s short-term bank loans at September 30, 2013 and December 31, 2012 consisted of the following:
 
 
 
Maturity
 
Annual
 
 
 
 
 
 
Loans
 
date
 
interest rate
 
 
September 30, 2013
 
December 31, 2012
 
 
 
 
 
 
 
 
USD
 
USD
 
Short-term bank loan, unsecured
 
August 1, 2013
 
6.00
%
 
-
 
3,174,000
 
Short-term bank loan, unsecured
 
September 3, 2013
 
6.00
%
 
-
 
3,174,000
 
Short-term bank loan, unsecured
 
September 3, 2013
 
6.00
%
 
-
 
1,587,000
 
Short-term bank loan, unsecured
 
May 12, 2014
 
6.00
%
 
4,890,000
 
-
 
Total
 
 
 
 
 
 
4,890,000
 
7,935,000
 
 
Interest expense on short-term bank loans was $79,195 and $91,919  for three months ended September 30, 2013 and 2012, respectively. Interest expense on short-term bank loans was $273,095 and $296,901 for the nine months ended September 30, 2013 and 2012, respectively.
 
The Company did not have any revolving line of credit at September 30, 2013.
 
 
8

 
(b)
Long-term bank loans
 
On August 8, 2013, the Company entered into a credit facility agreement with CMB NY Branch to finance the share repurchase (see Note 16). Pursuant to the facility agreement, CMB NY Branch lends to the Company an 18-month US$30,000,000 loan bearing an interest rate of 3-month LIBOR plus 1.6% per annum and a facility fee of 0.7% per annum. The loan is secured by a time deposit of RMB 186,000,000 (approximately $30,318,000 held at CMB BJ Branch.

NOTE 9 – INCOME TAX
 
On October 31, 2011, Shandong Taibang received a notice from the Shandong provincial government that the High and New Technology Enterprise qualification has been renewed for an additional three years which entitled it to a 15% preferential income tax rate from 2011 to 2013.
 
According to Cai Shui [2011] No. 58 dated July 27, 2011, Guizhou Taibang, being a qualified enterprise located in the western region of PRC, enjoys a preferential income tax rate of 15% effective retroactively from January 1, 2011 to December 31, 2020.
 
The Company’s effective income tax rates were 20% and 16% for the three months ended September 30, 2013 and 2012, respectively. The Company’s effective income tax rates were 17% and 15% for the nine months ended September 30, 2013 and 2012, respectively.
 
As of and for the nine months ended September 30, 2013, the Company did not have any unrecognized tax benefits and thus no interest and penalties related to unrecognized tax benefits were recorded. In addition, the Company does not expect that the amount of unrecognized tax benefits to change significantly within the next 12 months.

NOTE 10 – OPTIONS AND NONVESTED SHARES
 
Options
 
A summary of stock options activity for the nine months ended September 30, 2013 is as follow:
 
 
 
Number of Options
 
Weighted Average
Exercise Price
 
Weighted Average
Remaining
Contractual Term
in Years
 
Aggregate Intrinsic
Value
 
 
 
 
 
USD
 
 
 
USD
 
Outstanding at December 31, 2012
 
2,648,609
 
9.39
 
7.65
 
18,374,422
 
Granted
 
33,000
 
10.48
 
 
 
 
 
Exercised
 
(353,191)
 
8.59
 
 
 
4,669,588
 
Forfeited and expired
 
(150,680)
 
6.78
 
 
 
 
 
Outstanding at September 30, 2013
 
2,177,738
 
9.71
 
7.20
 
42,462,885
 
 
 
 
 
 
 
 
 
 
 
Vested and expected to vest
 
2,177,738
 
9.71
 
7.20
 
42,462,885
 
Exercisable at September 30, 2013
 
1,617,738
 
9.73
 
6.66
 
31,509,285
 
 
The 33,000 stock options granted during the nine months ended September 30, 2013 had a weighted average fair value of $8.37 per share or an aggregate of $276,250 on the date of grant, determined based on the Black-Scholes option pricing model using the following weighted average assumptions:
 
 
 
For the nine months ended
 
 
 
September 30, 2013
 
Expected volatility
 
 
104
%
Expected dividends yield
 
 
0
%
Expected term
 
 
5 years
 
Risk-free interest rate (per annum)
 
 
0.72
%
Fair value of underlying ordinary shares (per share)
 
$
10.57
 
 
For the three months ended September 30, 2013 and 2012, the Company recorded stock compensation expense of $651,047 and $1,028,860, respectively, in general and administrative expenses. For the nine months ended September 30, 2013 and 2012, the Company recorded stock compensation expense of $3,346,046 and $3,021,818, respectively, in general and administrative expenses.
 
At September 30, 2013, approximately $4,082,914 of stock compensation expense with respect to the non-vested stock options is expected to be recognized over approximately 2.49 years.
 
 
9

 
Nonvested shares
 
A summary of nonvested shares activity for the nine months ended September 30, 2013 is as follows:
 
 
 
Number of
nonvested shares
 
Grant date weighted
average fair value
 
 
 
 
 
USD
 
Outstanding at December 31, 2012
 
120,000
 
9.85
 
Granted
 
296,500
 
22.74
 
Vested
 
(63,750)
 
9.85
 
Forfeited
 
-
 
-
 
Outstanding at September 30, 2013
 
352,750
 
20.68
 
 
For the three months ended September 30, 2013 and 2012, the Company recorded stock compensation expense of $377,808 and $52,314 respectively in general and administrative expenses. For the nine months ended September 30, 2013 and 2012, the Company recorded stock compensation expense of $730,771 and $52,314 respectively in general and administrative expenses.
 
At September 30, 2013, approximately $6,983,867 of stock compensation expense with respect to nonvested shares is expected to be recognized over approximately 3.43 years.

NOTE 11 – FAIR VALUE MEASUREMENTS
 
Management used the following methods and assumptions to estimate the fair value of financial instruments at the relevant balance sheet dates:
 
Short-term financial instruments (including cash, accounts receivable, other receivables, short-term bank loans, accounts payable, other payables and accrued expenses, and amount due to related parties) – The carrying amounts of the short-term financial instruments approximate their fair values because of the short maturity of these instruments.
 
 
Restricted deposit – The carrying amounts of the restricted deposit approximate their fair value. The fair value is estimated using discounted cash flow analysis based on the Company’s incremental borrowing rates for similar borrowing.
 
Long-term bank loan – fair value is based on the amount of future cash flows associated with the long-term bank loan discounted at the Company’s current borrowing rate for similar debt instruments of comparable terms. The carrying value of the long-term bank loan approximate its fair value as the long-term bank loan carry variable interest rate which approximate rate currently offered by the Company’s bankers for similar debt instruments of comparable maturities.

NOTE 12 – SALES
 
The Company’s sales are primarily derived from the manufacture and sale of Human Albumin and Immunoglobulin products. The Company’s sales by significant types of product for the three months ended September 30, 2013 and 2012 are as follows:
 
 
 
For the three months ended
 
 
 
September 30,
2013
 
September 30,
2012
 
 
 
USD
 
USD
 
Human Albumin
 
26,420,902
 
22,990,891
 
Immunoglobulin products:
 
 
 
 
 
Human Immunoglobulin for Intravenous Injection
 
17,162,545
 
23,412,548
 
Other Immunoglobulin products
 
5,355,020
 
3,685,613
 
Placenta Polypeptide
 
2,762,092
 
2,726,801
 
Others
 
1,451,582
 
308,197
 
Total
 
53,152,141
 
53,124,050
 
 
The Company’s sales by significant types of product for the nine months ended September 30, 2013 and 2012 are as follows:
 
 
 
For the nine months ended
 
 
 
September 30,
2013
 
September 30,
2012
 
 
 
USD
 
USD
 
Human Albumin
 
69,686,924
 
68,320,593
 
Immunoglobulin products:
 
 
 
 
 
Human Immunoglobulin for Intravenous Injection
 
63,921,570
 
59,913,448
 
Other Immunoglobulin products
 
15,949,006
 
14,458,714
 
Placenta Polypeptide
 
7,984,246
 
7,346,812
 
Others
 
3,222,650
 
778,283
 
Total
 
160,764,396
 
150,817,850
 
 
 
10

 
NOTE 13 – COMMITMENTS AND CONTINGENCIES
 
Capital commitments
 
At September 30, 2013, commitments outstanding for the purchase of property, plant and equipment approximated $4,800,000.
 
Legal proceedings
 
Dispute among Guizhou Taibang Shareholders over Raising Additional Capital
 
In May 2007, a 91% majority of Guizhou Taibang’s shareholders approved a plan to raise additional capital from private strategic investors through the issuance of an additional 20,000,000 shares of Guizhou Taibang at RMB2.80 per share. The plan required all existing Guizhou Taibang shareholders to waive their rights of first refusal to subscribe for the additional shares. The remaining 9% minority shareholder of Guizhou Taibang’s shares, Guizhou Jie’an Company (“Jie’an”), did not support the plan and did not waive its right of first refusal. In May 2007, the majority shareholders caused Guizhou Taibang to sign an Equity Purchase Agreement with certain investors, pursuant to which the investors agreed to invest an aggregate of $7,475,832 (or RMB50,960,000) in exchange for 18,200,000 shares, or 21.4%, of Guizhou Taibang’s equity interests. At the same time, Jie’an also subscribed for 1,800,000 shares, representing its pro rata share of the 20,000,000 shares being offered. The proceeds from all parties were received by Guizhou Taibang in accordance with the agreement.
 
In June 2007, Jie’an brought suit in the High Court of Guizhou province, China, against Guizhou Taibang and the three other original shareholders of Guizhou Taibang, alleging the illegality of the Equity Purchase Agreement. In its complaint, Jie’an claimed that it had a right to acquire the 18,200,000 shares offered to the strategic investors under the Equity Purchase Agreement. In September 2008, the Guizhou High Court ruled against Jie’an and sustained the Equity Purchase Agreement. In November 2008, Jie’an appealed the Guizhou High Court judgment to the People’s Supreme Court in Beijing. In May 2009, the People’s Supreme Court sustained the original ruling and denied the rights of first refusal of Jie’an over the 18,200,000 shares.
 
During the second quarter of 2010, Jie’an requested that Guizhou Taibang register its 1.8 million shares of additional capital injection with the local Administration for Industry and Commerce, or AIC, pursuant to the Equity Purchase Agreement, and such request was approved by the majority shareholders of Guizhou Taibang in a shareholders meeting held in the second quarter of 2010. However, the Board of Directors of the Company is withholding its required ratification of the shareholders’ approval of Jie’an’s request, pending the outcome of the ongoing litigation. In March 2012, the Company received a subpoena that Jie’an brought suit in the People’s Court of Huaxi District, Guizhou Province, against Guizhou Taibang, alleging Guizhou Taibang’s withholding of its request. Jie’an requested that Guizhou Taibang register its 1.8 million shares of capital injection, pay dividends associated with these shares, as well as the related interest and penalty from May 2007 to December 2011 amounting to $3,967,500 (or RMB25,000,000) in aggregate, and return the over-paid subscription of $228,528 (or RMB1,440,000), as well as the interest and penalty, amounting to $1,587,000 (or RMB10,000,000) in aggregate. The People’s Court of Huaxi District, Guizhou Province, has accepted Jie’an’s suit. In May 2012, Guizhou Taibang was informed by the court that the case was postponed upon the request from Jie’an and no exact hearing date has been provided as of the date of this report. If the Company decides to ratify the approval or the case is ruled in Jie’an’s favor, Dalin’s ownership in Guizhou Taibang will be diluted from 54% to 52.54% and Jie’an may be entitled to receive its pro rata share of Guizhou Taibang’s profits since the date of Jie’an’s capital contribution became effective. As this case is closely tied to the outcome of the strategic investors’ dispute stated below, the Company does not expect Jie’an to prevail. At September 30, 2013, the Company had recorded, in its balance sheet, payables to Jie’an in the amounts of RMB5,040,000 (approximately $821,520) for the additional funds received in relation to the 1.8 million shares of capital infusion, RMB1,440,000 (approximately $234,720) for the over-paid subscription and RMB2,837,024 (approximately $462,435) for the accrued interest.
 
As a result of this dispute, the strategic investors’ equity ownership in Guizhou Taibang and the related increase in registered capital of Guizhou Taibang have not been registered with the local AIC. In January 2010, the strategic investors brought suit in the High Court of Guizhou Province against Guizhou Taibang alleging Guizhou Taibang’s failure to register their equity interest in Guizhou Taibang with the local AIC and requesting the distribution of their share of Guizhou Taibang’s dividends declared since 2007. Dalin was also joined as a co-defendant as it is the majority shareholder and exercises control over Guizhou Taibang’s day-to-day operations.
 
In October, 2010, the High Court of Guizhou ruled in favor of the Company and denied the strategic investors’ right as shareholders of Guizhou Taibang, as well as their entitlement to the dividends. In light of the Guizhou ruling, the Company returned the proceeds of $1,699,040 (or RMB11,200,000) to one of the strategic investors in November 2010. In October 2010, the other strategic investors appealed to the PRC Supreme Court in Beijing on the ruling of the High Court of Guizhou. The PRC Supreme Court overruled the decision of the High Court of Guizhou and remanded the case to the High Court of Guizhou for retrial. In January 2012, the strategic investors re-filed their case to the High Court of Guizhou requesting, in addition to the share distribution, the distribution of dividends and interest in the amount of RMB18,349,345 (approximately $2,990,943) and RMB2,847,000 (approximately $464,061), respectively. In December 2012, the High Court of Guizhou affirmed the judgment against the strategic investors. In January 2013, the strategic investors appealed to the PRC Supreme Court in Beijing on the ruling again. The PRC Supreme Court accepted the case for retrial. 
 
 
11

 
In April 2013, the Company countersued the strategic investors in the Intermediate Court of Guiyang City alleging their breach of the Security Law in the PRC and requested a consideration of $6,064,800 (or RMB38,000,000) for the related expenses and losses, and Guizhou Intermediate Court accepted the case. The Company is awaiting the hearing of the above case as of the date of this report.
 
In September 2013, the PRC Supreme Court made the final judgement against the strategic investors and denied the strategic investors’ right as shareholders of Guizhou Taibang and their claim for the related dividend distribution. At September 30, 2013, Guizhou Taibang has made provision for the strategic investors’ initial fund along with RMB16,558,473 (approximately $2,699,031) in accrued interest, and RMB509,600 (approximately $83,065) for the 1% penalty imposed by the agreement for any breach in the event that Guizhou Taibang is required to return their original investment amount to the strategic investors.

NOTE 14 – RELATED PARTY TRANSACTIONS 
 
The material related party transactions undertaken by the Company for the three months ended September 30, 2013 and 2012 are as follows:
 
 
 
For the three months ended
 
 
 
 
September 30, 2013
 
 
September 30, 2012
 
 
 
 
USD
 
 
USD
 
Commission expenses with related parties(1)
 
 
815,410
 
 
1,014,193
 
   
The material related party transactions undertaken by the Company for the nine months ended September 30, 2013 and 2012 are as follows:
 
 
For the nine months ended
 
 
September 30, 2013
 
September 30, 2012
 
 
USD
 
USD
 
Commission expenses with related parties(1)
2,367,722
 
 
2,594,281
 
 
The related party balances at September 30, 2013 and December 31, 2012 are presented as follows:
 
Liabilities
 
Purpose
 
September 30, 2013
 
December 31, 2012
 
 
 
 
 
USD
 
USD
 
Other payable – a related party(1)
 
Commission
 
316,627
 
339,272
 
Other payable – a related party(2)
 
Loan
 
2,373,280
 
2,311,044
 
Other payable – a related party(3)
 
Contribution
 
1,518,675
 
1,431,308
 
Total other payable – related parties
 
 
 
4,208,582
 
4,081,624
 
 
(1)During the year ended December 31, 2011, Guizhou Taibang signed an agency contract with Guizhou Eakan Co., Ltd. (“Guizhou Eakan”), an affiliate of one of the Guizhou Taibang’s noncontrolling interest shareholders, pursuant to which Guizhou Taibang would pay commission to Guizhou Eakan for the promotion of the product of Placenta Polypeptide. At September 30, 2013, Guizhou Taibang accrued commission payable of $316,627 for service rendered by Guizhou Eakan. For the three months ended September 30, 2013, commission expense for service rendered by Guizhou Eakan was $815,410. For the nine months ended September 30, 2013, commission expense for service rendered by Guizhou Eakan was $2,367,722.
 
(2)Guizhou Taibang has payables to Guizhou Eakan Investing Corp., amounting to approximately $2,373,280 and $2,311,044 at September 30, 2013 and December 31, 2012, respectively. Guizhou Eakan Investing Corp. is one of the noncontrolling interest shareholders of Guizhou Taibang. The Company borrowed this interest free advance for working capital purpose for Guizhou Taibang. The balance is due on demand.
 
(3)Guizhou Taibang has payables to Jie’an, a noncontrolling interest shareholder of Guizhou Taibang, amounting to approximately $1,518,675 and $1,431,308 at September 30, 2013 and December 31, 2012, respectively. In 2007, Guizhou Taibang received additional contributions from Jie’an of $962,853 (or RMB6,480,000) to maintain Jie’an’s equity interest in Guizhou Taibang at 9%. However, due to a legal dispute among shareholders over raising additional capital as discussed in the legal proceeding section (see Note 13), the contribution is subject to be returned to Jie’an. During the second quarter of 2010, Jie’an requested that Guizhou Taibang register its 1.8 million shares of additional capital contribution with the local AIC, pursuant to the Equity Purchase Agreement, and such registration was approved by the majority shareholders of Guizhou Taibang in a shareholders’ meeting held in the second quarter of 2010. However, the Board of Directors of the Company is withholding its required ratification of the shareholders’ approval of Jie’an’s request until the completion of the ongoing litigations. If the Company decided to ratify the approval, Dalin’s ownership in Guizhou Taibang will be diluted from 54% to 52.54% and Jie’an will be entitled to receive its pro rata share of Guizhou Taibang’s profits since the date of Jie’an contribution became effective. As this case is closely tied to the outcome of the strategic investors’ dispute stated above, the Company has set aside Jie’an’s additional fund of RMB5,040,000 (approximately $821,520), the over-paid subscription of RMB1,440,000 (approximately $234,720) along with RMB2,837,024 (approximately $462,435) in accrued interest and penalty at September 30, 2013.
 
 
12

 
 
NOTE 15 - NET INCOME PER SHARE
 
The following table sets forth the computation of basic and diluted net income per share for the periods indicated:
 
 
 
For the three months ended
 
 
 
September 30, 2013
 
September 30, 2012
 
 
 
USD
 
USD
 
 
 
 
 
 
 
Net income attributable to China Biologic Products, Inc.
 
14,696,023
 
13,617,150
 
Earnings allocated to participating nonvested shares
 
(143,220)
 
(20,709)
 
Net income used in basic/diluted net income per common stock
 
14,552,803
 
13,596,441
 
 
 
 
 
 
 
Weighted average shares used in computing basic net income per common
    stock
 
26,288,154
 
26,546,929
 
Diluted effect of stock option
 
1,160,927
 
471,975
 
Weighted average shares used in computing diluted net income per common
    stock
 
27,449,081
 
27,018,904
 
 
 
 
 
 
 
Net income per common stock – basic
 
0.55
 
0.51
 
Net income per common stock – diluted
 
0.53
 
0.50
 
 
During the three months ended September 30, 2013, no option was antidilutive and excluded from the calculation of diluted net income per common stock.
 
During the three months ended September 30, 2012, 1,979,333 options with an average exercise price of $11.37 were excluded from the calculation of diluted net income per common stock since they were antidilutive.
 
The following table sets forth the computation of basic and diluted net income per share for the periods indicated:
 
 
 
For the nine months ended
 
 
 
September 30, 2013
 
September 30, 2012
 
 
 
USD
 
USD
 
 
 
 
 
 
 
Net income attributable to China Biologic Products, Inc.
 
45,773,809
 
39,413,227
 
Earnings allocated to participating nonvested shares
 
(303,490)
 
(20,562)
 
Net income allocated to common stockholders used in computing basic net
    income per common stock
 
45,470,319
 
39,392,665
 
Change in fair value of warrants
 
-
 
(1,769,140)
 
Net income used in diluted net income per common stock
 
45,470,319
 
37,623,525
 
 
 
 
 
 
 
Weighted average shares used in computing basic net income per common
    stock
 
26,649,563
 
26,009,707
 
Diluted effect of warrants
 
-
 
266,999
 
Diluted effect of stock option
 
1,130,442
 
465,007
 
Weighted average shares used in computing diluted net income per common
    stock
 
27,780,005
 
26,741,713
 
 
 
 
 
 
 
Net income per common stock – basic
 
1.71
 
1.51
 
Net income per common stock – diluted
 
1.64
 
1.41
 
 
During the nine months ended September 30, 2013, no option was antidilutive and excluded from the calculation of diluted net income per common stock.
 
During the nine months ended September 30, 2012, 1,979,333 options with an average exercise price of $11.37 were excluded from the calculation of diluted net income per common stock since they were antidilutive.

NOTE 16 – SHARE REPURCHASE
 
On August 2, 2013, the Company entered into an agreement with one of its individual shareholders, pursuant to which the Company repurchased 1,479,704 shares of common stock for a consideration of US$29,594,080. The transaction was completed on August 8, 2013.
 
 
13

 

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

 
Special Note Regarding Forward Looking Statements
 
In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; expectations regarding governmental approvals of our new products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A “Risk Factors” described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.
 
Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.
 
Use of Terms
 
Except as otherwise indicated by the context and for the purposes of this report only, references in this report to:
 
·     “China Biologic”, the “Company”, “we”, “us”, or “our”, are to the combined business of China Biologic Products, Inc., a Delaware corporation, and its direct and indirect subsidiaries;
·     “Taibang Biological” are to our wholly owned subsidiary Taibang Biological Limited, a BVI company, formerly Logic Express Limited;
·     “Taibang Holdings” are to our wholly-owned subsidiary Taibang Holdings (Hong Kong) Limited, a Hong Kong company, formerly Logic Holdings (Hong Kong) Limited;
·     “Taibang Biotech” are to our wholly owned subsidiary Taibang Biotech (Shandong) Co., Ltd., a PRC company, formerly Logic Management and Consulting (China) Co., Ltd.;
·     “Taibang Beijing” are to our wholly owned subsidiary Taibang (Beijing) Pharmaceutical Research Institute Co., Ltd., a PRC company, formerly Logic Taibang Biotech Institute (Beijing);
·     “Dalin” are to our wholly owned subsidiary Guiyang Dalin Biologic Technologies Co., Ltd., a PRC company;
·     “Shandong Taibang” are to our majority owned subsidiary Shandong Taibang Biological Products Co. Ltd., a sino-foreign joint venture incorporated in China;
·     “Taibang Medical” are to our wholly owned subsidiary Shandong Taibang Medical Company, a PRC company;
·     “Guizhou Taibang” are to our majority owned subsidiary Guizhou Taibang Biological Products Co., Ltd., a PRC company, formerly Guiyang Qianfeng Biological Products Co., Ltd.;
·     “Huitian” are to our minority owned investee Xi’an Huitian Blood Products Co., Ltd., a PRC company;
·     “Board” are to our board of directors;
·     “BVI” are to the British Virgin Islands;
·     “Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China;
·     “PRC” and “China” are to the People’s Republic of China;
·     “SEC” are to the Securities and Exchange Commission;
·     “Securities Act” are to the Securities Act of 1933, as amended;
·     “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
·     “Renminbi” and “RMB” are to the legal currency of China;
·     “U.S. dollars”, “dollars” ,“USD”and “$” are to the legal currency of the United States; and
·     “New GMP Standard” are to the Drug Good Manufacturing Practice Regulations enacted by China’s Ministry of Health on February 12, 2001 and the Good Manufacturing Practice Implementation Guidelines published by China’s State Food and Drug Administration on February 24, 2011.
 
 
14

 
Overview of Our Business
 
We are a biopharmaceutical company principally engaged in the research, development, manufacturing and sales of human plasma-based pharmaceutical products in China. We have two majority owned subsidiaries, Shandong Taibang, a company based in Tai’an, Shandong Province and Guizhou Taibang, a company based in Guiyang, Guizhou Province. We also hold a minority equity interest in Huitian, a company based in Xi’an, Shaanxi Province. The human plasma-based biopharmaceutical manufacturing industry in China is highly regulated by both provincial and central governments. Accordingly, the manufacturing process of our products is strictly monitored from the initial collection of plasma from human donors to finished products.
 
Our principal products are human albumin and immunoglobulin products. Albumin has been used for almost 50 years to treat critically ill patients by replacing lost fluid and maintaining adequate blood volume and pressure. Immunoglobulin is used for certain disease prevention and treatment by enhancing specific immunity. These products use human plasma as the principal raw material. Human albumin and human immunoglobulin for intravenous injection, or IVIG products, are our top-selling products. Sales of human albumin products represented approximately 49.7% and 43.3% of our total sales for each of the three months ended September 30, 2013 and 2012, respectively, and 43.3% and 45.3% of our total sales for the nine months ended September 30, 2013 and 2012, respectively. Sales of IVIG products represented approximately 32.3% and 44.1% of our total sales for each of the three months ended September 30 2013 and 2012, respectively, and 39.8% and 39.7% of our total sales for the nine months ended September 30, 2013 and 2012, respectively. All of our products are prescription medicines administered in the form of injections.
 
We sell our products primarily to hospitals and inoculation centers in the PRC directly or through approved distributors. We usually sign short-term contracts with customers and therefore our largest customers have changed over the years. For the three months ended September 30, 2013 and 2012, our top 5 customers accounted for approximately 11.9% and 8.5%, respectively, of our total sales. For the nine months ended September 30, 2013 and 2012, our top 5 customers accounted for approximately 10.8% and 11.6%, respectively, of our total sales. As we continue to expand our geographic presence and diversify our customer base and product mix, we expect that our largest customers will continue to change from year to year.
 
We operate and manage our business as a single segment. We do not account for the results of our operations on a geographic or other basis.
 
Our principal executive offices are located at 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing 100125, the People’s Republic of China. Our corporate telephone number is + (86) 10-6598-3111 and our fax number is + (86) 10-6598-3222. We maintain a website at http://www.chinabiologic.com that contains information about our company, but that information is not part of this report.
 
Recent Development
 
In July 2013, Guizhou Taibang obtained the manufacturing approval certificate from the State Food and Drug Administration (“SFDA”) for human prothrombin complex concentrate (“PCC”). Guizhou Taibang is expected to obtain the GMP certification for the production facility of PCC from SFDA after the completion of the plasma production facility upgrade and commence commercial production in 2014.
 
In July 2013, Shandong Taibang received the manufacturing approval certificate from SFDA for human coagulation factor VIII (300IU) and is expected to commence the commercial production in the foreseeable future.
 
On August 2, 2013, the Company entered into an agreement with one of its individual shareholders, pursuant to which the Company repurchased 1,479,704 shares of common stock for a consideration of US$29,594,080. On August 8, 2013, the Company entered into a credit facility agreement with China Commercial Merchant Bank Co., Ltd, New York Branch (“CMB NY Branch”) to finance such share repurchase. Pursuant to the facility agreement, CMB NY Branch provided to the Company an 18-month US$30,000,000 loan bearing an interest rate that equals 3-month LIBOR plus 1.6% per annum and a facility fee of 0.7% per annum. This loan is secured by a time deposit of RMB186,000,000 (equivalent of US$30,000,000) with the Beijing Branch of China Commercial Merchant Bank Co., Ltd. The share repurchase transaction was completed on August 8, 2013. For details, please see our current report on Form 8-K filed on August 2 and August 8, 2013.
 
Third Quarter Financial Performance Highlights
 
The following are some financial highlights for the three months ended September 30, 2013:
 
·     Sales: Sales was $53,152,141 for the three months ended September 30, 2013, as compared to $53,124,050 for the same period in 2012.
 
 
15

 
·     Gross profit: Gross profit was $35,986,244 for the three months ended September 30, 2013, as compared to $36,202,766 for the same period in 2012.
 
·     Income from operations: Income from operations increased by $2,742,606, or 13.4%, to $23,162,818 for the three months ended September 30, 2013, from $20,420,212 for the same period in 2012.
 
·     Net income attributable to the Company: Net income increased by $1,078,873, or 7.9%, to $14,696,023 for the three months ended September 30, 2013, from $13,617,150 for the same period in 2012.
 
·     Diluted net income per share: Diluted net income per share was $0.53 for the three months ended September 30, 2013, as compared to $0.50 for the same period in 2012.
 
Results of Operations
 
Comparison of Three Months Ended September 30, 2013 and September 30, 2012
 
The following table sets forth key components of our results of operations for the periods indicated.
 
(All amounts, other than percentages, in U.S. dollars)
 
 
 
For the three Months Ended September 30
 
 
 
2013
 
2012
 
 
 
$
 
% of
Total
Sales
 
$
 
% of
Total
Sales
 
Sales
 
 
53,152,141
 
 
100.0
 
 
53,124,050
 
 
100.0
 
Cost of sales
 
 
17,165,897
 
 
32.3
 
 
16,921,284
 
 
31.9
 
Gross margin
 
 
35,986,244
 
 
67.7
 
 
36,202,766
 
 
68.1
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling expenses
 
 
2,551,245
 
 
4.8
 
 
3,545,378
 
 
6.7
 
General and administrative expenses
 
 
9,218,798
 
 
17.3
 
 
11,599,779
 
 
21.8
 
Research and development expenses
 
 
1,053,383
 
 
2.0
 
 
637,397
 
 
1.2
 
Total operating expenses
 
 
12,823,426
 
 
24.1
 
 
15,782,554
 
 
29.7
 
Income from operations
 
 
23,162,818
 
 
43.6
 
 
20,420,212
 
 
38.4
 
Other income/ (expenses):
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity in income of equity method investee
 
 
642,579
 
 
1.2
 
 
744,976
 
 
1.4
 
Interest expense
 
 
(306,656)
 
 
(0.6)
 
 
(223,992)
 
 
(0.4)
 
Interest income
 
 
1,320,263
 
 
2.5
 
 
561,761
 
 
1.1
 
Other income, net
 
 
-
 
 
-
 
 
449,815
 
 
0.8
 
Total other income, net
 
 
1,656,186
 
 
3.1
 
 
1,532,560
 
 
2.9
 
Earnings before income tax expense
 
 
24,819,004
 
 
46.7
 
 
21,952,772
 
 
41.3
 
Income tax expense
 
 
4,871,041
 
 
9.2
 
 
3,479,683
 
 
6.6
 
Net income
 
 
19,947,963
 
 
37.5
 
 
18,473,089
 
 
34.8
 
Less: Net income attributable to noncontrolling interest
 
 
5,251,940
 
 
9.9
 
 
4,855,939
 
 
9.1
 
Net income attributable to the Company
 
 
14,696,023
 
 
27.6
 
 
13,617,150
 
 
25.6
 
Net income per share of common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
0.55
 
 
 
 
 
0.51
 
 
 
 
Diluted
 
 
0.53
 
 
 
 
 
0.50
 
 
 
 
 
Sales
 
Our sales was $53,152,141 for the three months ended September 30, 2013, compared to $53,124,050 for the three months ended September 30, 2012. Excluding the foreign currency impact, our sales in RMB term decreased by 2.5% for the three months ended September 30, 2013, as compared to the same period in 2012. Such decrease of sales was mainly due to the reduced production volume as a result of the planned production suspension of Guizhou Taibang starting from June 2013 partially offset by increase in sales by Shandong Taibang during the same period. Guizhou Taibang reduced the sales volume of its plasma based products during the three months ended September 30, 2013 in order to smooth out the impact of the reduced production volume and maintain its sales channels and customer relationships during such period of production suspension. On the other hand, the sales of Shandong Taibang increased, which was attributable to a combined effect of price and volume increases of certain plasma based products during the three months ended September 30, 2013, as compared to the same period in 2012.
 
 
16

 
The following table summarizes the breakdown of sales by significant types of product:
 
 
 
For the three Months Ended September 30,
 
Change
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
$
 
%
 
$
 
%
 
Amount
 
%
 
Human Albumin
 
 
26,420,902
 
 
49.7
 
 
22,990,891
 
 
43.3
 
 
3,430,011
 
 
14.9
 
Immunoglobulin products:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
IVIG
 
 
17,162,545
 
 
32.3
 
 
23,412,548
 
 
44.1
 
 
(6,250,003)
 
 
(26.7)
 
Other Immunoglobulin products
 
 
5,355,020
 
 
10.1
 
 
3,685,613
 
 
6.9
 
 
1,669,407
 
 
45.3
 
Placenta Polypeptide
 
 
2,762,092
 
 
5.2
 
 
2,726,801
 
 
5.1
 
 
35,291
 
 
1.3
 
Others
 
 
1,451,582
 
 
2.7
 
 
308,197
 
 
0.6
 
 
1,143,385
 
 
371.0
 
Totals
 
 
53,152,141
 
 
100.0
 
 
53,124,050
 
 
100.0
 
 
28,091
 
 
0.1
 
 
During the three months ended September 30, 2013 as compared to the three months ended September 30, 2012:
 
·     the average price for our approved human albumin products, which accounted for 49.7% of our total sales for the three months ended September 30, 2013, increased by approximately 11.0% and, excluding the impact of foreign currency, the average price in RMB term increased by approximately 9.2%; and
 
·     the average price for our approved IVIG products, which accounted for 32.3% of our total sales for the three months ended September 30, 2013, remained stable, and excluding the impact of foreign currency, the average price in RMB term decreased by approximately 2.1%.
 
The price increase of human albumin products was mainly due to the increase of retail price ceiling announced by Chinese National Development and Reform Commission (“NDRC”) in January 2013, which came into effect on February 1, 2013. This increased retail price ceiling provides us with more flexibility in pricing our human albumin products and allows us to increase our ex-factory prices in certain regional markets. NDRC also adjusted retail price ceilings for IVIG in September 2012, which came into effect on October 8, 2012. The new retail price ceilings for IVIG products are lower than the current prevailing market prices in some of our regional markets. As a result, some of local governments revised tender price ceilings for IVIG products. We have appealed to local governments for favorable pricing policy in selective regional markets and have successfully gained support from certain provincial governments in lifting the tender price ceilings for IVIG products. Therefore, the average price of our IVIG products remained relatively stable in the third quarter of 2013 as compared to the same period of 2012.
 
The sales volumes of our products in general depend on market demands and our production volumes. The production volumes of our IVIG and human albumin products depend primarily on general plasma supply. The production volumes of our hyper-immune products, which include human rabies immunoglobulin, human hepatitis B immunoglobulin and human tetanus immunoglobulin products, are subject to the availabilities of specific vaccinated plasma and our production capacity. The supply of specific vaccinated plasma in general requires several months of lead time. Our production facility currently can only accommodate the production of one type of hyper-immune products at any given time and we rotate the production of different types of hyper-immune products from time to time in response to market demand. As such, the sales volume of any given type of hyper-immune products may vary significantly from quarter to quarter.
 
Sales volume for our human albumin products increased slightly by 2.7% in the third quarter of 2013 as compared to the same period of 2012. The increase in sales volumes of human albumin products was primarily due to increased sales volumes at Shandong Taibang, partially offset by reduced production volume as a result of the planned production suspension of Guizhou Taibang. The shipments of a few batches of albumin products at Shandong Taibang were originally scheduled in the second quarter of 2013, but were postponed due to delayed inspection by National Institutes For Food and Drug Control ( the NIFDC). As a result, these products were shipped and the sales of these products were recognized in the third quarter of 2013. Sales volume for our IVIG products decreased by 27.2% in the third quarter of 2013 as compared to the same period of 2012. The decrease in sales volume of IVIG was primarily due to the reduced production volume as a result of the planned production suspension of Guizhou Taibang during this period.
 
For the third quarter of 2013 as compared to the same period in 2012, the sales increase of other immunoglobulin products was mainly attributable to the increase of sales volume for human rabies immunoglobulin products. We increased the supply of rabies vaccinated plasma and expanded their production in Shandong Taibang for the third quarter of 2013.
 
 
17

 
For the third quarter of 2013 as compared to the same period in 2012, the sales increase of other products was mainly attributable to the newly-launched product of human coagulation factor VIII (200IU) in Shandong Taibang.
 
Cost of sales & gross profit
 
 
 
For the three Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
%
 
Cost of sales
 
$
17,165,897
 
 
$
16,921,284
 
 
$
244,613
 
 
 
1.4
%
as a percentage of total sales
 
 
32.3
%
 
 
31.9
%
 
 
 
 
 
 
0.4
%
Gross Profit
 
$
35,986,244
 
 
$
36,202,766
 
 
$
(216,522)
 
 
 
(0.6)
%
Gross Margin
 
 
67.7
%
 
 
68.1
%
 
 
 
 
 
 
(0.4)
%
 
Our cost of sales was $17,165,897, or 32.3% of our sales, for the three months ended September 30, 2013, as compared to $16,921,284, or 31.9% of our sales for the same period in 2012. Our gross profit was $35,986,244 and $36,202,766 for the three months ended September 30, 2013 and 2012, respectively, representing gross margins of 67.7% and 68.1%, respectively. In general, our cost of sales and gross margin are impacted by the volume and pricing of our finished products, our raw material costs, production mix and respective yields, inventory provisions, production cycles and routine maintenance costs.
 
The increase in cost of sales in absolute term and as a percentage of sales and the decrease of gross margin were mainly due to the increase in cost of plasma paid to donors, which is the largest component of our cost of sales. In an effort to increase plasma collection volume and expand our donor base, we increased the nutrition fees paid to donors in 2013 as compared to 2012, which was in line with the industry practice. We expected the nutrition fees to be paid to donors continue to increase as a result of improving living standards and the increasing trend of urbanization in China. Consequently, future improvements on margins will need to be derived from increases in product pricing and volumes, product mix, yields and manufacturing efficiency.
 
Operating expenses
 
 
 
For the three Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
 
%
 
Operating expenses
 
$
12,823,426
 
 
$
15,782,554
 
 
$
(2,959,128)
 
 
 
(18.7)
%
as a percentage of total sales
 
 
24.1
%
 
 
29.7
%
 
 
 
 
 
 
(5.6)
%
 
Our total operating expenses decreased by $2,959,128, or 18.7%, to $12,823,426, for the three months ended September 30, 2013, from $15,782,554 for the same period in 2012. As a percentage of sales, total expenses decreased by 5.6% to 24.1% for the three months ended September 30, 2013, from 29.7% for the same period in 2012. The decrease of the total operating expenses was mainly due to the decrease of selling expenses and general and administrative expenses as discussed below.
 
Selling expenses
 
 
 
For the three Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
 
%
 
Selling expenses
 
$
2,551,245
 
 
$
3,545,378
 
 
$
(994,133)
 
 
 
(28.0)
%
as a percentage of total sales
 
 
4.8
%
 
 
6.7
%
 
 
 
 
 
 
(1.9)
%
 
For the three months ended September 30, 2013, our selling expenses decreased by $994,133, or 28.0%, to $2,551,245, from $3,545,378 for the three months ended September 30, 2012. As a percentage of sales, our selling expenses for the three months ended September 30, 2013 decreased by 1.9% to 4.8%, from 6.7% for the three months ended September 30, 2012. The decrease was mainly due to our increasingly stringent control on selling expenses since the second half of 2012.
 
General and administrative expenses
 
 
 
For the three Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
%
 
General and administrative expenses
 
$
9,218,798
 
 
$
11,599,779
 
 
$
(2,380,981)
 
 
(20.5)
%
as a percentage of total sales
 
 
17.3
%
 
 
21.8
%
 
 
 
 
 
(4.5)
%
 
 
18

 
For the three months ended September 30, 2013, our general and administrative expenses decreased by $2,380,981, or 20.5%, to $9,218,798, from $11,599,779 for the three months ended September 30, 2012. General and administrative expenses as a percentage of sales decreased by 4.5% to 17.3% for the three months ended September 30, 2013, from 21.8% for the three months ended September 30, 2012. The decrease in general and administrative expenses was mainly due to the decrease of payroll expenses in Guizhou Taibang as a result of the production suspension in the third quarter of 2013. In addition, we incurred amortization expenses of long-term customer relationship with respect to the acquisition of Guizhou Taibang in the third quarter of 2012. Given that such intangible assets has been fully amortized by the end of 2012, we did not incur the related expenses in the third quarter of 2013.
 
Research and development expenses
 
 
 
For the three Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
%
 
Research and development expenses
 
$
1,053,383
 
 
$
637,397
 
 
$
415,986
 
 
65.3
%
as a percentage of total sales
 
 
2.0
%
 
 
1.2
%
 
 
 
 
 
0.8
%
 
For the three months ended September 30, 2013 and 2012, our research and development expenses were $1,053,383 and $637,397, respectively, representing an increase of $415,986, or 65.3%. As a percentage of sales, our research and development expenses for the three months ended September 30, 2013 and 2012 were 2.0% and 1.2%, respectively. The increase in research and development expenses was primarily due to certain technical support services we engaged to improve production yields on certain hyper-immune products during the three months ended September 30, 2013. In addition, we started the clinical trial program on human fibrinogen in the third quarter of 2013.
 
Income tax
 
 
 
For the three Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
%
 
Income tax
 
$
4,871,041
 
 
$
3,479,683
 
 
$
1,391,358
 
 
40.0
%
as a percentage of total sales
 
 
9.2
%
 
 
6.6
%
 
 
 
 
 
2.6
%
 
Our provision for income taxes increased by $1,391,358, or 40.0%, to $4,871,041 for the three months ended September 30, 2013, from $3,479,683 for the same period in 2012. Our effective income tax rates were 19.6% and 15.9% for the three months ended September 30, 2013 and 2012, respectively. Tax rate applicable to our major operating subsidiaries in the PRC for 2012 and 2013 is 15%. The increase in effective income tax rate for the three months ended September 30, 2013, as compared to the same period in 2012 was due to the withholding income tax in respect of the dividend declared by Shandong Taibang in July 2013.
 
Net income attributable to the Company
 
 
 
For the three Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
%
 
Net income attributable to the Company
 
$
14,696,023
 
 
$
13,617,150
 
 
$
1,078,873
 
 
7.9
%
as a percentage of total sales
 
 
27.6
%
 
 
25.6
%
 
 
 
 
 
2.0
%
 
Our net income attributable to the Company increased by $1,078,873, or 7.9%, to $14,696,023 for the three months ended September 30, 2013, from $13,617,150 for the same period in 2012. Net income attributable to the Company as a percentage of total sales was 27.6% and 25.6% for the three months ended September 30, 2013 and 2012, respectively, as a result of the cumulative effect of the foregoing factors.
 
 
19

 
Comparison of Nine Months Ended September 30, 2013 and September 30, 2012
 
The following table sets forth key components of our results of operations for the periods indicated.
 
(All amounts, other than percentages, in U.S. dollars)
 
 
 
For the nine Months Ended September 30
 
 
 
2013
 
2012
 
 
 
$
 
% of
Total
Sales
 
$
 
% of
Total
Sales
 
Sales
 
 
160,764,396
 
 
100.0
 
 
150,817,850
 
 
100.0
 
Cost of sales
 
 
49,904,917
 
 
31.0
 
 
48,767,900
 
 
32.3
 
Gross margin
 
 
110,859,479
 
 
69.0
 
 
102,049,950
 
 
67.7
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling expenses
 
 
6,829,365
 
 
4.2
 
 
12,536,727
 
 
8.3
 
General and administrative expenses
 
 
26,771,966
 
 
16.7
 
 
26,677,945
 
 
17.7
 
Research and development expenses
 
 
2,801,625
 
 
1.7
 
 
2,277,474
 
 
1.5
 
Total operating expenses
 
 
36,402,956
 
 
22.6
 
 
41,492,146
 
 
27.5
 
Income from operations
 
 
74,456,523
 
 
46.3
 
 
60,557,804
 
 
40.2
 
Other income/ (expenses):
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity in income of equity method investee
 
 
1,382,524
 
 
0.9
 
 
2,219,279
 
 
1.5
 
Change in fair value of derivative liabilities
 
 
-
 
 
-
 
 
1,769,140
 
 
1.2
 
Interest expense
 
 
(741,569)
 
 
(0.5)
 
 
(990,190)
 
 
(0.7)
 
Interest income
 
 
2,964,082
 
 
1.8
 
 
1,870,873
 
 
1.2
 
Other income, net
 
 
-
 
 
-
 
 
347,029
 
 
0.2
 
Total other income, net
 
 
3,605,037
 
 
2.2
 
 
5,216,131
 
 
3.5
 
Earnings before income tax expense
 
 
78,061,560
 
 
48.6
 
 
65,773,935
 
 
43.6
 
Income tax expense
 
 
13,223,592
 
 
8.2
 
 
9,990,014
 
 
6.6
 
Net income
 
 
64,837,968
 
 
40.3
 
 
55,783,921
 
 
37.0
 
Less: Net income attributable to noncontrolling interest
 
 
19,064,159
 
 
11.9
 
 
16,370,694
 
 
10.9
 
Net income attributable to the Company
 
 
45,773,809
 
 
28.5
 
 
39,413,227
 
 
26.1
 
Net income per share of common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
1.71
 
 
 
 
 
1.51
 
 
 
 
Diluted
 
 
1.64
 
 
 
 
 
1.41
 
 
 
 
 
Sales
 
Our sales increased by 6.6%, or $9,946,546, to $160,764,396 for the nine months ended September 30, 2013, compared to $150,817,850 for the nine months ended September 30, 2012. The increase in sales for the nine months ended September 30, 2013 was primarily attributable to a combined effect of price and volume increases in certain of our plasma based products. In addition, foreign currency translation accounted for 1.6% of the sales increase.
 
The following table summarizes the breakdown of sales by significant types of product:
 
 
 
For the nine Months Ended September 30,
 
Change
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
$
 
%
 
$
 
%
 
Amount
 
%
 
Human Albumin
 
 
69,686,924
 
 
43.3
 
 
68,320,593
 
 
45.3
 
 
1,366,331
 
 
2.0
 
Immunoglobulin products:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
IVIG
 
 
63,921,570
 
 
39.8
 
 
59,913,448
 
 
39.7
 
 
4,008,122
 
 
6.7
 
Other Immunoglobulin products
 
 
15,949,006
 
 
9.9
 
 
14,458,714
 
 
9.6
 
 
1,490,292
 
 
10.3
 
Placenta Polypeptide
 
 
7,984,246
 
 
5.0
 
 
7,346,812
 
 
4.9
 
 
637,434
 
 
8.7
 
Others
 
 
3,222,650
 
 
2.0
 
 
778,283
 
 
0.5
 
 
2,444,367
 
 
314.1
 
Totals
 
 
160,764,396
 
 
100.0
 
 
150,817,850
 
 
100.0
 
 
9,946,546
 
 
6.6
 
 
 
20

 
During the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012:
 
·      the average price for our approved human albumin products, which accounted for 43.3% of our total sales for the nine months ended September 30, 2013, increased by approximately 10.0% and, excluding the impact of foreign currency, their average price in RMB term increased by approximately 9.2%; and
 
·      the average price for our approved IVIG products, which accounted for 39.8% of our total sales for the nine months ended September 30, 2013, remained stable, and excluding the impact of foreign currency, their average price in RMB term decreased slightly by 0.5%.
 
The price increase of human albumin products was mainly due to the increase of retail price ceiling announced by NDRC in January 2013, which came into effect on February 1, 2013. This increased retail price ceiling provides us with more flexibility in pricing our human albumin products and allows us to increase our ex-factory prices in certain regional markets. NDRC also adjusted retail price ceilings for IVIG in September 2012, which came into effect on October 8, 2012. The new retail price ceilings for IVIG products are lower than the current prevailing market prices in some of our regional markets. As a result, some of local governments revised tender price ceilings for IVIG products. We have appealed to local governments for favorable pricing policy in selective regional markets and have successfully gained support from certain provincial governments in lifting the tender price ceilings for IVIG products. Therefore, the average price of our IVIG products remained relatively stable for the nine months ended September 30, 2013 as compared to the same period of 2012.
 
The sales volumes of our products in general depend on market demands and our production volumes. The production volumes of our IVIG and human albumin products depend primarily on general plasma supply. The production volumes of our hyper-immune products, which include human rabies immunoglobulin, human hepatitis B immunoglobulin and human tetanus immunoglobulin products, are subject to the availabilities of specific vaccinated plasma and our production capacity. The supply of specific vaccinated plasma in general requires several months of lead time. Our production facility currently can only accommodate the production of one type of hyper-immune products at any given time and we rotate the production of different types of hyper-immune products from time to time in response to market demand. As such, the sales volume of any given type of hyper-immune products may vary significantly from quarter to quarter. In addition, in light of the planned production suspension of Guizhou Taibang starting from June 2013, we decreased the sales volume of some of our products from the second quarter of 2013 in order to smooth out the impact of the reduced production volume and maintain our sales channels and customer relationship during the period of Guizhou Taibang production suspension.
 
Sales volume for our human albumin products decreased by 8.0% during the nine months ended September 30, 2013 as compared to the same period of 2012. The decrease in sales volumes of human albumin products was primarily due to our increase of inventory level of these products in preparation for the production suspension in Guizhou Taibang during the suspension period. Sales volume for our IVIG products increased by 5.7% during the nine months ended September 30, 2013 as compared to the same period of 2012. The increase in sales volumes of IVIG products was primarily due to our marketing efforts focusing on IVIG promotion and the engagement of new distributors to sell IVIG in new territories for the nine months ended September 30, 2013, partially offset by reduced production volume in the third quarter of 2013.
 
For the nine months ended September 30, 2013 as compared to the same period in 2012, the sales increase of other immunoglobulin products was mainly attributable to the increase of sales volume for human rabies immunoglobulin products. We increased the supply of rabies vaccinated plasma and expanded the related production in Shandong Taibang in the third quarter of 2013.
 
For the nine months ended September 30, 2013 as compared to the same period in 2012, the sales increase of others was mainly attributable to the newly-launched product of human coagulation factor VIII (200IU) in Shandong Taibang.
 
Cost of sales & gross profit
 
 
For the nine Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
 
%
 
Cost of sales
 
$
49,904,917
 
 
$
48,767,900
 
 
$
1,137,017
 
 
 
2.3
%
as a percentage of total sales
 
 
31.0
%
 
 
32.3
%
 
 
 
 
 
 
(1.3)
%
Gross Profit
 
$
110,859,479
 
 
$
102,049,950
 
 
$
8,809,529
 
 
 
8.6
%
Gross Margin
 
 
69.0
%
 
 
67.7
%
 
 
 
 
 
 
1.3
%
 
Our cost of sales was $49,904,917, or 31.0% of our sales, for the nine months ended September 30, 2013, as compared to $48,767,900, or 32.3% of our sales for the same period in 2012. Our gross profit was $110,859,479 and $102,049,950 for the nine months ended September 30, 2013 and 2012, respectively, representing gross margins of 69.0% and 67.7%, respectively. In general, our cost of sales and gross margin are impacted by the volume and pricing of our finished products, our raw material costs, production mix and respective yields, inventory provisions, production cycles and routine maintenance costs.
 
 
21

 
The increase in cost of sales in absolute term for the nine months ended September 30, 2013 as compared to the same period in 2012 was in line with the sale increase. The decrease of cost of sales as a percentage of total sales and the increase of our overall gross margin for the nine months ended September 30, 2013, as compared to the same period in 2012, was mainly due to the improved gross margin of human albumin products as a result of price increases and the improved utilization efficiency of plasma following the newly-launched Factor VIII products.
 
Operating expenses
 
 
For the nine Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
 
%
 
Operating expenses
 
$
36,402,956
 
 
$
41,492,146
 
 
$
(5,089,190)
 
 
 
(12.3)
%
as a percentage of total sales
 
 
22.6
%
 
 
27.5
%
 
 
 
 
 
 
(4.9)
%
 
Our total operating expenses decreased by $5,089,190, or 12.3%, to $36,402,956, for the nine months ended September 30, 2013, from $41,492,146 for the same period in 2012. As a percentage of sales, total expenses decreased by 4.9% to 22.6% for the nine months ended September 30, 2013, from 27.5% for the same period in 2012. The decrease of the total operating expenses was mainly due to the decrease of the selling expenses as discussed below.
 
Selling expenses
 
 
For the nine Months Ended September 30,
 
 
Change
 
 
 
 
2013
 
 
2012
 
 
Amount
 
 
%
 
 
Selling expenses
 
$
6,829,365
 
 
$
12,536,727
 
 
$
(5,707,362)
 
 
 
(45.5)
%
 
as a percentage of total sales
 
 
4.2
%
 
 
8.3
%
 
 
 
 
 
 
(4.1)
%
 
 
For the nine months ended September 30, 2013, our selling expenses decreased by $5,707,362, or 45.5%, to $6,829,365, from $12,536,727 for the nine months ended September 30, 2012. As a percentage of sales, our selling expenses for the nine months ended September 30, 2013 decreased by 4.1% to 4.2%, from 8.3% for the nine months ended September 30, 2012. The decrease was mainly due to the fact that we imposed more stringent selling expenses control since the second half of 2012.
 
General and administrative expenses
 
 
For the nine Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
 
%
 
General and administrative expenses
 
$
26,771,966
 
 
$
26,677,945
 
 
$
94,021
 
 
 
0.4
%
as a percentage of total sales
 
 
16.7
%
 
 
17.7
%
 
 
 
 
 
 
(1.0)
%
 
For the nine months ended September 30, 2013 and 2012, our general and administrative expenses was $26,771,966 and $26,677,945, respectively. General and administrative expenses as a percentage of sales decreased by 1.0% to 16.7% for the nine months ended September 30, 2013, from 17.7% for the nine months ended September 30, 2012. The general and administrative expenses remained consistent for the nine months ended September 30, 2013 as compared to the same period in 2012. The impact of long-term customer relationship which has been fully amortized by the end of 2012 was mainly offset by higher legal expenses for the nine months ended September 30, 2013 as compared to the same period in 2012.
 
Research and development expenses
 
 
For the nine Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
 
%
 
Research and development expenses
 
$
2,801,625
 
 
$
2,277,474
 
 
$
524,151
 
 
 
23.0
%
as a percentage of total sales
 
 
1.7
%
 
 
1.5
%
 
 
 
 
 
 
0.2
%
 
For the nine months ended September 30, 2013 and 2012, our research and development expenses were $2,801,625 and $2,277,474, respectively, representing an increase of $524,151, or 23.0%. As a percentage of sales, our research and development expenses for the nine months ended September 30, 2013 and 2012 were 1.7% and 1.5%, respectively. The increase in research and development expenses was primarily due to the fact that we acquired technical support services on certain hyper-immune products for the nine months ended September 30, 2013. In addition, we started the clinical trial program on human fibrinogen in 2013.
 
 
22

 
 
 
Change in fair value of derivative liabilities
 
 
For the nine Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
 
%
 
Change in fair value of derivative liabilities
 
$
-
 
 
$
1,769,140
 
 
$
(1,769,140)
 
 
 
(100.0)
%
as a percentage of total sales
 
 
-
 
 
 
1.2
%
 
 
 
 
 
 
(1.2)
%
 
Our warrants issued in June 2009 are classified as derivative liabilities carried at fair value. For the nine months ended September 30, 2013 and 2012, we recognized a gain from the change in fair value of derivative liabilities in the amounts of nil and $1,769,140, respectively. The recognized gain from the change in the fair value of derivative liabilities for the nine months ended September 30, 2012 was mainly due to a decrease in the price of our common stock from $10.46 per share as of December 31, 2011 to $8.55 and $9.22, respectively, as of the two warrants exercise dates. All warrants have been exercised by the end of June 2012.
 
Income tax
 
 
For the nine Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
 
%
 
Income tax
 
$
13,223,592
 
 
$
9,990,014
 
 
$
3,233,578
 
 
 
32.4
%
as a percentage of total sales
 
 
8.2
%
 
 
6.6
%
 
 
 
 
 
 
1.6
%
 
Our provision for income taxes increased by $3,233,578, or 32.4%, to $13,223,592 for the nine months ended September 30, 2013, from $9,990,014 for the same period in 2012. Our effective income tax rates were 16.9% and 15.2% for the nine months ended September 30, 2013 and 2012, respectively. Tax rate applicable to our major operating subsidiaries in the PRC for 2012 and 2013 is 15%. The effective income tax rate increased due to the withholding income tax paid with respect to the dividend declared by Shandong Taibang in the nine months ended September 30, 2013.
 
Net income attributable to the Company
 
 
For the nine Months Ended September 30,
 
 
Change
 
 
 
2013
 
 
2012
 
 
Amount
 
 
%
 
Net income attributable to the Company
 
$
45,773,809
 
 
$
39,413,227
 
 
$
6,360,582
 
 
 
16.1
%
as a percentage of total sales
 
 
28.5
%
 
 
26.1
%
 
 
 
 
 
 
2.4
%
 
Our net income attributable to the Company increased by $6,360,582, or 16.1%, to $45,773,809 for the nine months ended September 30, 2013, from $39,413,227 for the same period in 2012. Net income attributable to the Company as a percentage of total sales was 28.5% and 26.1% for the nine months ended September 30, 2013 and 2012, respectively, as a result of the cumulative effect of the foregoing factors.
 
Liquidity and Capital Resources
 
To date, we have financed our operations primarily through cash flows from operations, augmented by short-term bank borrowings and equity contributions by our stockholders. As of September 30, 2013, we had $131,496,674 in cash and cash equivalents, primarily consisting of cash on hand and demand deposits.
 
The following table provides the summary of our cash flows for the periods indicated:
 
Cash Flow
 
 
 
Nine Months Ended September 30,
 
 
 
2013
 
 
2012
 
Net cash provided by operating activities
 
$
58,459,957
 
 
$
64,786,061
 
Net cash used in investing activities
 
 
(17,480,868)
 
 
 
(23,076,179)
 
Net cash (used in) / provided by financing activities
 
 
(42,625,260)
 
 
 
210,884
 
Effects of exchange rate change on cash
 
 
3,533,528
 
 
 
390,585
 
Net increase in cash and cash equivalents
 
 
1,887,357
 
 
 
42,311,351
 
Cash and cash equivalents at beginning of the period
 
 
129,609,317
 
 
 
89,411,835
 
Cash and cash equivalents at end of the period
 
$
131,496,674
 
 
$
131,723,186
 
 
 
23

 
Operating Activities
 
Net cash provided by operating activities for the nine months ended September 30, 2013 was $58,459,957, as compared to $64,786,061 for the same period in 2012. The decrease in net cash provided by operating activities was mainly due to the increase in the accounts receivable and the inventories in 2013. As an increasing number of our hospital clients stocked up inventory level in the second half of September 2013 in preparation for the long National Holiday in October 2013, we made more shipments towards the end of September 2013 as compared to the same month of last year, resulting in a greater balance of accounts receivable as of September 30, 2013. The increase of inventories was mainly due to the planned production suspension of Guizhou Taibang.
 
Investing Activities
 
Our use of cash for investing activities is primarily for the acquisition of property, plant and equipment and land use rights. Net cash used in investing activities for the nine months ended September 30, 2013 was $17,480,868, as compared to $23,076,179, for the nine months ended September 30, 2012. During the nine months ended September 30, 2013, we paid $17,076,459 for acquisition of property, plant and equipment at Shandong Taibang and Guizhou Taibang. The investing activities for the nine months ended September 30, 2013 mainly consisted of construction of premises at Cao Xian Plasma Company, production facility for new product Factor VIII at Shandong Taibang, office building at Shandong Taibang, and production facility upgrade for placenta polypeptide and plasma based products at Guizhou Taibang. During the nine months ended September 30, 2012, we paid $8,233,426 for acquisition of property, plant and equipment, intangible assets and land use right at Shandong Taibang and Guizhou Taibang. In addition, we also made a refundable payment of $13,220,568 to the local government in connection with our bid for the land use right for the site which we plan to use for the new production facility for Guizhou Taibang during the nine months ended September 30, 2012.
 
Financing Activities
 
Net cash used in financing activities for the nine months ended September 30, 2013 totaled $42,625,260, as compared to net cash provided by financing activities of $210,884 for the same period in 2012. The net cash used in financing activities for the nine months ended September 30, 2013 mainly consisted of a payment of $29,594,080 for share repurchase and a dividend of $10,896,678 paid by our subsidiaries to the noncontrolling interest shareholders. The net cash provided by financing activities for the nine months ended September 30, 2012 was mainly due to the net proceeds of $4,500,000 from warrants exercise partially offset by a $4,379,016 dividend paid by our subsidiaries to the noncontrolling interest shareholders.
 
Management believes that the Company has sufficient cash on hand and continuing positive cash inflow, from the sale of its plasma-based products in the PRC market, for its operations.
 
Obligations under Material Contracts
 
The following table sets forth our material contractual obligations as of September 30, 2013:
 
 
 
Payments Due by Period
 
Contractual Obligations
 
Total
 
Less than 
1 year
 
1-3 years
 
3-5 years
 
More than 
5 years
 
Short-term bank loans
 
$
4,890,000
 
 
4,890,000
 
 
-
 
 
-
 
 
-
 
Long-term bank loans
 
 
30,000,000
 
 
-
 
 
30,000,000
 
 
-
 
 
-
 
Interest on short-term and long-term bank loans
 
 
1,217,362
 
 
944,939
 
 
272,423
 
 
-
 
 
-
 
Operating lease commitment
 
 
1,316,403
 
 
471,485
 
 
659,926
 
 
12,047
 
 
172,945
 
Capital commitment
 
 
4,800,000
 
 
4,400,000
 
 
400,000
 
 
-
 
 
-
 
Total
 
$
42,223,765
 
 
10,706,424
 
 
31,332,349
 
 
12,047
 
 
172,945
 
 
Seasonality of Our Sales
 
Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introductions.
 
Inflation
 
Inflation does not materially affect our business or the results of our operations.
 
 
24

 
Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.
 
Critical Accounting Policies
 
Critical accounting policies are those we believe are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
 

ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 
Our operations are carried out in the PRC and we are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. Accordingly, our business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. Our results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
 
Interest Rate Risk
 
We are exposed to interest rate risk primarily with respect to our bank loans. Although our bank loans are fixed for the terms of the loans, the terms are typically three to eighteen months for bank loans and interest rates are subject to change upon renewal. There was no material changes in interest rates for bank loans acquired during the nine months ended September 30, 2013.
 
A hypothetical 1.0% increase in the annual interest rates for all of our credit facilities under which we had outstanding borrowings as of September 30, 2013 would decrease net income before provision for income taxes by approximately $261,675 for the nine months ended September 30, 2013.
 
Management monitors the banks’ prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk.
 
Foreign Exchange Risk
 
All of our consolidated revenues and consolidated costs and majority of expenses are denominated in RMB. All of our assets are denominated in RMB, except certain cash balances. However, ceratin of our loan facilities is denominated in U.S. Dollar and our reporting currency is U.S. Dollar. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between U.S. Dollars and RMB. If RMB depreciates against the U.S. Dollar, the value of our RMB revenues, earnings and assets as expressed in our U.S. Dollar financial statements will decline. Assets and liabilities are translated at exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and shareholders’ equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income but are included in determining other comprehensive income, a component of stockholders’ equity. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.
 
The value of the RMB against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and economic conditions. Since July 2005, the RMB has not been pegged to the U.S. dollar. Although the People’s Bank of China regularly involved in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future, PRC authorities may lift restrictions on fluctuations in RMB exchange rate and lessen involvement in the foreign exchange market.
 
Cash and Deposit Balances
 
We maintain balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for the banks located in the United States or may exceed Hong Kong Deposit Protection Board insured limits for the banks located in Hong Kong. Balances at financial institutions or state-owned banks within the PRC are not covered by insurance. Total cash at banks and deposits as of September 30, 2013 and December 31, 2012 amounted to $162,673,942 and $132,201,606, respectively, $523,559 and $76,101 of which are covered by insurance, respectively. We have not experienced any losses in such accounts and we do not believe that we are exposed to any significant risks on our cash at banks and deposits.
 
 
25

 
Inflation
 
Inflationary factors such as increases in the cost of our sales and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net sales if the selling prices of our products do not increase with these increased costs.
 
Market for Human Albumin and IVIG
 
Our two major products, human albumin and IVIG, accounted for 49.7% and 32.3% of the total sales for the three months ended September 30, 2013, respectively. If the market demands for human albumin or IVIG cannot be sustained in the future or if there is substantial price decrease in either or both products, our operating results could be materially and adversely affected.
 

ITEM 4.        CONTROLS AND PROCEDURES.

 
Evaluation of Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer, Mr. David (Xiaoying) Gao and our Chief Financial Officer, Mr. Ming Yang, of the effectiveness of the design and operation of our disclosure controls and procedures, as of September 30, 2013. Based on that evaluation, Mr. Gao and Mr. Yang concluded that our disclosure controls and procedures were effective as of September 30, 2013.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting during the third quarter of 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 

PART II

OTHER INFORMATION

 

ITEM 1.        LEGAL PROCEEDINGS.

 
From time to time, we may become involved in various lawsuits and legal proceedings arising in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. Other than the legal proceedings set forth below, we are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
 
Dispute among Guizhou Taibang Shareholders over Raising Additional Capital
 
In May 2007, a 91% majority of Guizhou Taibang’s shareholders approved a plan to raise additional capital from private strategic investors through the issuance of an additional 20,000,000 shares of Guizhou Taibang at RMB2.80 per share. The plan required all existing Guizhou Taibang shareholders to waive their rights of first refusal to subscribe for the additional shares. The remaining 9% minority shareholder of Guizhou Taibang’s shares, Guizhou Jie’an Company (“Jie’an”), did not support the plan and did not waive its right of first refusal. In May 2007, the majority shareholders caused Guizhou Taibang to sign an Equity Purchase Agreement with certain investors, pursuant to which the investors agreed to invest an aggregate of $7,475,832 (or RMB50,960,000) in exchange for 18,200,000 shares, or 21.4%, of Guizhou Taibang’s equity interests. At the same time, Jie’an also subscribed for 1,800,000 shares, representing its pro rata share of the 20,000,000 shares being offered. The proceeds from all parties were received by Guizhou Taibang in accordance with the agreement.
 
In June 2007, Jie’an brought suit in the High Court of Guizhou province, China, against Guizhou Taibang and the three other original shareholders of Guizhou Taibang, alleging the illegality of the Equity Purchase Agreement. In its complaint, Jie’an claimed that it had a right to acquire the 18,200,000 shares offered to the strategic investors under the Equity Purchase Agreement. In September 2008, the Guizhou High Court ruled against Jie’an and sustained the Equity Purchase Agreement. In November 2008, Jie’an appealed the Guizhou High Court judgment to the People’s Supreme Court in Beijing. In May 2009, the People’s Supreme Court sustained the original ruling and denied the rights of first refusal of Jie’an over the 18,200,000 shares.
 
 
26

 
 
 
During the second quarter of 2010, Jie’an requested that Guizhou Taibang register its 1.8 million shares of additional capital injection with the local Administration for Industry and Commerce, or AIC, pursuant to the Equity Purchase Agreement, and such request was approved by the majority shareholders of Guizhou Taibang in a shareholders meeting held in the second quarter of 2010. However, the Board of Directors of the Company is withholding its required ratification of the shareholders’ approval of Jie’an’s request, pending the outcome of the ongoing litigation. In March 2012, the Company received a subpoena that Jie’an brought suit in the People’s Court of Huaxi District, Guizhou Province, against Guizhou Taibang, alleging Guizhou Taibang’s withholding of its request. Jie’an requested that Guizhou Taibang register its 1.8 million shares of capital injection, pay dividends associated with these shares, as well as the related interest and penalty from May 2007 to December 2011 amounting to $3,967,500 (or RMB25,000,000) in aggregate, and return the over-paid subscription of $228,528 (or RMB1,440,000), as well as the interest and penalty, amounting to $1,587,000 (or RMB10,000,000) in aggregate. The People’s Court of Huaxi District, Guizhou Province, has accepted Jie’an’s suit. In May 2012, Guizhou Taibang was informed by the court that the case was postponed upon the request from Jie’an and no exact hearing date has been provided as of the date of this report. If the Company decides to ratify the approval or the case is ruled in Jie’an’s favor, Dalin’s ownership in Guizhou Taibang will be diluted from 54% to 52.54% and Jie’an may be entitled to receive its pro rata share of Guizhou Taibang’s profits since the date of Jie’an’s capital contribution became effective. As this case is closely tied to the outcome of the strategic investors’ dispute stated below, the Company does not expect Jie’an to prevail. As of September 30, 2013, the Company had recorded, in its balance sheet, payables to Jie’an in the amounts of RMB5,040,000 (approximately $821,520) for the additional funds received in relation to the 1.8 million shares of capital infusion, RMB1,440,000 (approximately $234,720) for the over-paid subscription and RMB2,837,024 (approximately $462,435) for the accrued interest.
 
As a result of this dispute, the strategic investors’ equity ownership in Guizhou Taibang and the related increase in registered capital of Guizhou Taibang have not been registered with the local AIC. In January 2010, the strategic investors brought suit in the High Court of Guizhou Province against Guizhou Taibang alleging Guizhou Taibang’s failure to register their equity interest in Guizhou Taibang with the local AIC and requesting the distribution of their share of Guizhou Taibang’s dividends declared since 2007. Dalin was also joined as a co-defendant as it is the majority shareholder and exercises control over Guizhou Taibang’s day-to-day operations.
 
In October, 2010, the High Court of Guizhou ruled in favor of the Company and denied the strategic investors’ right as shareholders of Guizhou Taibang, as well as their entitlement to the dividends. In light of the Guizhou ruling, the Company returned the proceeds of $1,699,040 (or RMB11,200,000) to one of the strategic investors in November 2010. In October 2010, the other strategic investors appealed to the PRC Supreme Court in Beijing on the ruling of the High Court of Guizhou. The PRC Supreme Court overruled the decision of the High Court of Guizhou and remanded the case to the High Court of Guizhou for retrial. In January 2012, the strategic investors re-filed their case to the High Court of Guizhou requesting, in addition to the share distribution, the distribution of dividends and interest in the amount of RMB18,349,345 (approximately $2,990,943) and RMB2,847,000 (approximately $464,061), respectively. In December 2012, the High Court of Guizhou affirmed the judgment against the strategic investors. In January 2013, the strategic investors appealed to the PRC Supreme Court in Beijing on the ruling again.
 
In September 2013, the PRC Supreme Court made the final judgment against the strategic investors and denied the strategic investors’ right as shareholders of Guizhou Taibang and their claim for the related dividend distribution. As of September 30, 2013, Guizhou Taibang has made provision for the strategic investors’ initial fund along with RMB16,558,473 (approximately $2,699,031) in accrued interest, and RMB509,600 (approximately $83,065) for the 1% penalty imposed by the agreement for any breach in the event that Guizhou Taibang is required to return their original investment amount to the strategic investors.
 
In April 2013, the Company countersued the strategic investors in the Intermediate Court of Guiyang City alleging their breach of the Security Law in the PRC and requested a consideration of $6,064,800 (or RMB38,000,000) for the related expenses and losses, and Guizhou Intermediate Court accepted the case. The Company is awaiting the hearing of the above case as of the date of this report. 
 

ITEM 1A.     RISK FACTORS.

 
As of the date of this filing, there have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K filed on March 12, 2013. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially affect our operations. The risks, uncertainties and other factors set forth in our Annual Report on Form 10-K may cause our actual results, performances and achievements to be materially different from those expressed or implied by our forward-looking statements. If any of these risks or events occurs, our business, financial condition or results of operations may be adversely affected.
 
 
27

 
ITEM 2.        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

We have not sold any equity securities during the third quarter of 2013 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the quarter. On August 8, 2013, we repurchased 1,479,704 shares of common stock for a consideration of $29,594,080 from one of our individual shareholders.
                                                                                                                                                

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES.

 
None.
 

ITEM 4.        MINE SAFETY DISCLOSURES.

 
Not applicable.
 

ITEM 5.        OTHER INFORMATION.

 
We have no information to disclose that was required to be in a report on Form 8-K during the third quarter of 2013, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
 

ITEM 6.        EXHIBITS.

 
The list of exhibits in the Exhibit Index to this report is incorporated herein by reference.
 
 
28

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: November 5, 2013
CHINA BIOLOGIC PRODUCTS, INC.
 
 
 
 
By:
/s/ David (Xiaoying) Gao
 
 
David (Xiaoying) Gao, Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
 
By:
/s/ Ming Yang
 
 
Ming Yang, Chief Financial Officer
 
 
(Principal Financial Officer and Principal Accounting Officer)
 
 
 
29

  
EXHIBIT INDEX
 
Exhibit No.
 
Description
3.1
 
Amended and Restated Certificate of Incorporation of China Biologic Products, Inc. (incorporated by reference to Exhibit 3.1 of the quarterly report on Form 10-Q filed by the Company on August 9, 2012)
3.2
 
Second Amended and Restated Bylaws of China Biologic Products, Inc. (incorporated by reference to Exhibit 3.2 of the quarterly report on Form 10-Q filed by the Company on August 9, 2012)
31.1
 
Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
 
Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
 
Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith)
 
 
30