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8-K - FORM 8-K FOR 03-28-2011 - Lotus Pharmaceuticals, Inc.form_8-k.htm

Exhibit 99.1


Lotus Pharmaceuticals Announces Fiscal 2010 Financial Results


BEIJING, March 28, 2011 /PRNewswire-Asia-FirstCall/ -- Lotus Pharmaceuticals, Inc. (OTC Bulletin Board:LTUS.ob - News) ("Lotus" or the "Company"), a fast-growing, profitable developer, manufacturer and seller of medicine and drugs in the People's Republic of China ("PRC"), today announced its financial results for the fourth quarter and fiscal year ended December 31, 2010. Summary financial data is provided below:


Fiscal Year 2010 Financial Highlights


 

·

Revenues for the 2010 fiscal year increased by 28.7% year-over-year to $72.7 million, up from $56.5 million in 2009.


 

Wholesale revenue was $51.4 million, or 70.7% of total revenues.

 

Retail revenues were $21.3 million, or 29.3% of total revenues.


 

·

Gross profit for the year was $39.8 million, an increase of 26.6% compared to $31.4 million in 2009. Gross margin was 54.7% and 55.6% in 2010 and 2009, respectively.

 

 

 

 

·

Adjusted* net income increased 16.7% to $21.2 million, compared to $18.2 million in 2009

 

 

 

 

·

GAAP net income decreased 12.2% year-over-year to $14.4 million, compared to $16.4 million in the previous year

 

 

 

 

·

Earnings per diluted share were $0.54 for the year, compared with diluted EPS of $0.66 achieved in the previous year


Fourth Quarter Financial Highlights


 

·

Revenues for the three months ended December 31, 2010 increased by 21.9% year-over-year to $20.1 million, up from $16.5 million in the fourth quarter of 2009


 

Wholesale revenues were $13.9 million, or 69.0% of total revenues

 

Retail revenues were $6.2 million, or 31.0% of total revenues


 

·

Gross profit for the fourth quarter was $10.5 million, an increase of 25.2% compared to $8.4 million in 2009. Gross margin was 52.1% and 50.8% for the three months ended December 31, 2010 and 2009, respectively.

 

 

 

 

·

Adjusted* net income decreased 26.6% to $3.2 million, compared to $4.4 million in 2009

 

 

 

 

·

GAAP net loss for the three months ended December 31, 2010 was $3.5 million.




 

·

Loss per diluted share was $0.13 for the quarter, compared with diluted EPS of $0.11 achieved in the same period a year ago


*2010 net income adjusted for one-time impairment loss of $6.8 million ($0.25 on a diluted EPS basis) on construction in progress in Inner Mongolia. 2009 net income adjusted for one-time property and equipment impairment loss of $1.7 million ($0.07 on a diluted EPS basis) to recognize the removal of a portion of a Beijing En Ze Jia Shi building in order to construct the new Beijing facility.


Mr. Zhongyi Liu, Chairman and CEO of Lotus, stated, "We continued to expand our business in 2010 and saw especially strong growth of 83% in our retail sales segment. We entered the market for direct sales to over-the-counter drugstores in Beijing in 2010 and have already experienced tremendous success, serving more than 1,000 OTC drugstores in addition to our own 10 stores. We expect this channel to continue being a major sales growth driver in the coming year. Construction of our Beijing facility continues to progress, and we anticipate significant efficiency improvements and additional capacity for growth once we move into the new building."


Mr. Liu continued, "We plan to focus our capital expenditures in the foreseeable future on the completion of our Beijing facility and our core business in Beijing; as a result, we recognized a one-time, non-cash impairment loss for construction expenditures on our property in Inner Mongolia in 2010. Lotus has a well-established nationwide sales and distribution network, strong product development capabilities, and access to capital. Due to the trends of consolidation and increasing regulatory oversight in China's pharmaceuticals industry, we believe these characteristics position Lotus to emerge as an industry leader."


Fiscal Year 2010 Results of Operations


Revenues


Revenues for the fiscal year ended December 31, 2010 were $72.7 million, compared to $56.5 million in 2009. The increase of 28.7%, or $16.2 million, was primarily due to increased sales from the Company's five new wholesale drugs added to its wholesale distribution channel in fiscal 2010. Wholesale revenue increased 14.7% year-over-year to $51.4 million, or 70.7% of total revenues. Retail revenues increased 82.9% year-over-year to $21.3 million, or 29.3% of total revenues. The growth in retail revenues was primarily attributable to the success of the Company's sales force and new general manager for its Over-the-Counter Drug Division, which served the Company's ten stores and more than 1,000 other OTC drug stores in Beijing during fiscal 2010.


2



Gross Profit


Gross profit for the year ended December 31, 2010 was $39.8 million or 54.7% of total net revenues, as compared to $31.4 million or 55.6% of total net revenues for the year ended December 31, 2009.  The increase of 26.6%, or $8.3 million, was primarily attributable to the revenue growth and the margin improvement in the wholesale segment from 2009 to 2010. The increase in wholesale gross margin was offset by higher growth in the lower-margin retail segment, as well as lower unit sales prices and higher inventory turnover in Lotus' retail operations to compensate for a loss of warehouse space due to the construction of the new Beijing facility, causing overall gross margin to decline slightly.


Income from Operations


Operating income amounted to $14.5 million for the year ended December 31, 2010 as compared to operating income of $18.0 million for the previous year. The decrease of 19.2%, or $3.5 million, was due largely to a one-time property and equipment impairment loss recognized in the amount of $6,762,659 and an increase in professional fees. The Company purchased land in Inner Mongolia in 2008 and had originally intended to build a pharmaceutical manufacturing and storage facility on a portion of the property. Construction began in August 2008 and stopped because priority of capital expenditure was given to construction of the Company's new building complex in Beijing. Because management currently believes it is probable that Lotus will not move forward with the construction of the planned facility in Inner Mongolia, the Company recorded an impairment loss on the entire construction in progress in fiscal 2010.


Net Income


Net income for the year ended December 31, 2010 was $14.4 million as compared to $16.4 million for the year ended December 31, 2009, due to the reasons set forth above. Earnings per diluted share were $0.54 for the year, compared with diluted EPS of $0.66 for the previous year.


Non-GAAP net income in 2010, adjusted net of the non-cash asset impairment expense, was $21.2 million, as compared to non-GAAP adjusted net income of $18.2 million in 2009, representing a year-over-year increase of 16.7%. Adjusted diluted EPS was $0.78 and $0.73 for fiscal 2010 and 2009, respectively.


Liquidity and Capital Resources


As of December 31, 2010, the Company's current assets were $4.5 million and current liabilities were $8.1 million. Cash and cash equivalents totaled $1.3 million as of December 31, 2010. The Company's shareholders' equity at December 31, 2010 was $89.0 million. The Company generated $26.8 million in cash from operating activities in 2010, compared to $31.4 million in 2009. The Company used $29.4 million in net cash for investing activities during 2010, compared to $28.7 million in 2009.


3



Recent Business Highlights


 

·

The Company began constructing its headquarters building in March 2010. Once completed, this state-of-the-art building will host the Company's GMP manufacturing facility, a storage warehouse, an R&D center, a sales and marketing center, and administrative offices, as well as employee apartments. Currently the building is in its final external and internal furnishing stage. Due to a number of events that are out of the Company's control, such as a temporary ban on construction projects during the National People's Congress and Chinese People's Political Consultative Conference in March, and the requirement for government inspection at numerous stages of the construction to ensure the high quality of the building, the Company now expects to complete and move into the facility by the end of the year.

 

 

 

 

·

The Company's wholly owned subsidiary, En Ze Jia Shi Pharmaceuticals, has been issued a patent by the State Intellectual Property Office of the People's Republic of China for controlled-release oral gliclazide, which is commonly used to control mild to moderate adult-onset Type 2 diabetes. The patent covers the composition and preparation methods for the drug through 2028.

 

 

 

 

·

R-bambuterol, the Company's proprietary drug candidate for the treatment of asthma, entered the clinical trial stage in August 2010 and began Phase I clinical trials in November 2010. The Phase I studies were designed to evaluate the drug's safety, tolerability, and pharmacokinetics, and Lotus expected to enroll 78 healthy volunteers. Based on the contract with the clinical research organization (CRO), Beijing Zenith International Medical Science and Technology Development Company, management expects to receive the results from the Phase I trial in the second quarter of 2011.

 

 

 

 

·

Liang Fang Pharmaceutical Co., the Company's operating entity, signed contracts at the PHARMCHINA 64th National Drug Fair Conference with five additional regional distributors for the Company's products from multiple regions across China. The addition of the new distributors increases Lotus' sales distribution network from 195 hospitals and distributors to 200. In addition, the Company entered into distribution contracts with six pharmaceutical manufacturing companies and will act as the exclusive distributor for their products in the Beijing area.

 

 

 

 

·

The Company announced its plan to make the best use of its land asset in Inner Mongolia. Specifically, management plans to build a 100-mu pharmaceutical distribution center in Inner Mongolia, which is expected to begin construction in 2011. For the remaining approximately 900 mu of land, the Company plans to make the best use of the asset, including co-developing or selling it to a third party.

 

 

 

 

·

The Company announced that it will add an additional 9,000 sq. meters (97,000 sq. feet) to its new headquarters building in Chaoyang District, Beijing, which is currently under construction and is scheduled to be completed by the end of June 2011. The new construction will contain between 90 and 120 apartments for employees, bringing the total gross area to 34,000 sq. meters (366,000 sq. feet).


4



 

·

Lotus submitted an application for a listing on a U.S. national securities exchange in December 2010. In February, the Company received the initial comments from the exchange. The Company filed a response letter shortly thereafter and is currently waiting for a response from the exchange.


Business Outlook for 2011


Management anticipates that 2011 will be a transitional year for Lotus Pharmaceuticals, as the Company will be completing and moving into its new headquarters and shifting its focus to the wholesale business in Beijing and the surrounding areas. After the completion of the headquarters, the Company expects strong growth driven by the wholesale business in Beijing and surrounding areas starting in 2012.


The Company expects total revenue and profitability to be flat or slightly down in fiscal 2011 compared to 2010. Specifically, management anticipates continued growth in Lotus' retail business in 2011, driven primarily by strong growth in the OTC sales division. However, revenue from the wholesale business is expected to decrease in 2011, as the Company will lose revenue from one of its self-branded products, Muxin (an eye drop), due to the termination of its outsourcing agreement and inability to stock the product. In addition, the Company will undertake a strategic shift as management prepares to enter the wholesale market in Beijing.


Conference Call and Webcast


Management will host a conference call to discuss these financial results on Wednesday, March 30, 2011 at 10:00 a.m. Eastern time (7:00 a.m. Pacific).


To participate in the call, please dial (877) 941-1430, or (480) 629-9667 for international calls, approximately 10 minutes prior to the scheduled start time.


A replay of the call will be available for two weeks from 1:00 p.m. EDT on March 30, 2011, until 11:59 p.m. EDT on April 13, 2011. The number for the replay is (877) 870-5176, or (858) 858-384-5517 for international calls; the passcode for the replay is 4428670.


About Lotus Pharmaceuticals, Inc.


Lotus Pharmaceuticals, Inc. is a fast-growing, profitable developer and producer of drugs and a licensed national seller of pharmaceutical items in the People's Republic of China (PRC). Lotus operates its business through its two controlled entities: Liang Fang Pharmaceutical, Ltd. and En Ze Jia Shi Pharmaceutical, Ltd. Lotus' current drug development is focused on the treatment of cerebro-cardiovascular diseases, asthma and diabetes. Liang Fang sells drugs directly and indirectly through its national sales channels to hospitals, clinics and drugs stores in 30 provinces of the PRC.


5



Information Regarding Forward-Looking Statements


Except for historical information contained herein, the statements in this press release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from forecasted results. These risks and uncertainties include, among other things, product demand, market competition, and risks inherent in our operations. These and other risks are described in our filings with the U.S. Securities and Exchange Commission.


Contacts:


At the Company:

Xing Shen, Ph.D.

VP of Corporate Development

Lotus Pharmaceuticals, Inc.

Ph: 415-690-7688

Email: shen@lotuspharma.com

Web: http://www.lotuspharma.com


Investor Relations:

Dave Gentry, President

RedChip Companies, Inc.

Tel: +1-800-733-2447, Ext. 104

Email: info@redchip.com

Web: http://www.redchip.com


6



LOTUS PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


 

 

For the Years Ended
December 31,

 

 

 

2010

 

2009

 

NET REVENUES:

 

 

 

 

 

 

 

 Wholesale

 

$

51,412,468

 

$

44,842,525

 

 Retail

 

 

21,284,150

 

 

11,639,923

 

 

 

 

 

 

 

 

 

   Total Net Revenues

 

 

72,696,618

 

 

56,482,448

 

 

 

 

 

 

 

 

 

COST OF REVENUES:

 

 

 

 

 

 

 

 Wholesale

 

 

16,801,703

 

 

16,700,366

 

 Retail

 

 

16,114,496

 

 

8,351,354

 

 

 

 

 

 

 

 

 

   Total Cost of Revenues

 

 

32,916,199

 

 

25,051,720

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

39,780,419

 

 

31,430,728

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

    Selling expenses

 

 

10,392,378

 

 

8,040,161

 

    Research and development expenses

 

 

86,545

 

 

 

    Impairment loss

 

 

6,762,659

 

 

1,719,884

 

    General and administrative expenses

 

 

8,016,353

 

 

3,693,869

 

 

 

 

 

 

 

 

 

       Total Operating Expenses

 

 

25,257,935

 

 

13,453,914

 

 

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

 

14,522,484

 

 

17,976,814

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

    Debt issuance costs

 

 

(52,226

)

 

(412,184

)

    Other income

 

 

784,461

 

 

1,342,197

 

    Interest income

 

 

3,142

 

 

48,520

 

    Interest expense

 

 

(612,626

)

 

(2,154,373

)

 

 

 

 

 

 

 

 

       Total Other Income (Expense)

 

 

122,751

 

 

(1,175,840

)

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

 

14,645,235

 

 

16,800,974

 

 

 

 

 

 

 

 

 

INCOME TAXES

 

 

220,292

 

 

368,680

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

14,424,943

 

$

16,432,294

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME:

 

 

 

 

 

 

 

    Foreign currency translation gain

 

 

2,789,989

 

 

131,989

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME

 

$

17,214,932

 

$

16,564,283

 

 

 

 

 

 

 

 

 

NET INCOME PER COMMON SHARE:

 

 

 

 

 

 

 

   Basic

 

$

0.55

 

$

0.74

 

   Diluted

 

$

0.54

 

$

0.66

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 

 

 

 

 

 

 

   Basic

 

 

26,177,900

 

 

22,104,928

 

   Diluted

 

 

26,996,397

 

 

25,023,191

 


The accompanying notes are an integral part of these consolidated financial statements


7



LOTUS PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


 

 

As of December 31,

 

 

 

2010

 

2009

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

Cash

 

$

1,339,972

 

$

3,945,740

 

Accounts receivable

 

 

1,973,150

 

 

1,784,194

 

Security deposit

 

 

16,682

 

 

16,132

 

Inventories

 

 

634,583

 

 

1,039,867

 

Prepaid expenses

 

 

577,077

 

 

856,691

 

Deferred debt costs

 

 

 

 

52,226

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

4,541,464

 

 

7,694,850

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

 

 

39,337,935

 

 

16,223,775

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

Prepaid expenses

 

 

 

 

1,359,583

 

Land use right held for development

 

 

29,236,891

 

 

 

Deposits and Installments on intangible assets

 

 

9,528,419

 

 

9,214,299

 

Land use right, net

 

 

12,932,421

 

 

41,673,492

 

Other intangible assets, net

 

 

7,607,485

 

 

8,214,936

 

 

 

 

 

 

 

 

 

Total Assets

 

$

103,184,615

 

$

84,380,935

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Accounts payable

 

$

37,829

 

$

 

Other payables and accrued liabilities

 

 

3,441,466

 

 

2,690,684

 

Taxes payable

 

 

2,024,565

 

 

3,131,908

 

Unearned revenue

 

 

504,442

 

 

1,163,771

 

Due to related parties

 

 

2,042,376

 

 

1,490,649

 

Series A convertible redeemable preferred stock, $.001 par value; 10,000,000 shares authorized; 607,107 and 4,967,959 shares issued and outstanding at December 31, 2010 and 2009, respectively, net of discount

 

 

 

 

4,170,572

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

8,050,678

 

 

12,647,584

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

 

 

Due to related parties

 

 

869,067

 

 

866,102

 

Notes payable - related parties

 

 

5,241,829

 

 

5,069,023

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

14,161,574

 

 

18,582,709

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTIGENCIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

Preferred stock ($.001 par value; 10,000,000 shares authorized; 607,107 and 4,967,959 shares issued and outstanding at December 31, 2010 and 2009, respectively)

 

 

607

 

 

 

Common stock ($.001 par value; 100,000,000 and 200,000,000 shares authorized; 26,763,485 and 23,653,166  shares issued and outstanding at December 31, 2010 and 2009, respectively)

 

 

26,763

 

 

23,653

 

Additional paid—in capital

 

 

21,679,147

 

 

15,672,981

 

Statutory reserves

 

 

6,240,202

 

 

5,674,324

 

Retained earnings

 

 

53,925,101

 

 

40,066,036

 

Accumulated other comprehensive income

 

 

7,151,221

 

 

4,361,232

 

 

 

 

 

 

 

 

 

Total stockholders' Equity

 

 

89,023,041

 

 

65,798,226

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$

103,184,615

 

$

84,380,935

 


The accompanying notes are an integral part of these consolidated financial statements


8



LOTUS PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


 

 

 

For the Years Ended

 

 

 

 

December 31,

 

 

 

 

2010

 

 

2009

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income

 

$

14,424,943

 

$

16,432,294

 

Adjustments to reconcile net income from operations to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation

 

 

480,046

 

 

425,895

 

Amortization of intangible assets

 

 

1,767,722

 

 

1,560,466

 

Loss on impairment

 

 

6,762,659

 

 

1,719,884

 

Amortization of deferred debt issuance costs

 

 

52,226

 

 

412,184

 

Amortization of discount on convertible redeemable preferred stock

 

 

151,553

 

 

1,196,106

 

Amortization of prepaid expense attributable to warrants

 

 

 

 

14,849

 

Warrants issued for service

 

 

170,041

 

 

 

Interest expense attributable to beneficial conversion feature of preferred shares

 

 

184,660

 

 

 

Stock issued for service

 

 

765,749

 

 

 

Stock issued for compensation

 

 

246,000

 

 

282,083

 

Interest expenses caused by escrow shares transfer

 

 

 

 

337,500

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

(124,976

)

 

4,361,619

 

Other receivable

 

 

 

 

(336

)

Other receivable - related party

 

 

 

 

2,031,902

 

Inventories

 

 

429,879

 

 

2,755,869

 

Prepaid expenses

 

 

1,654,229

 

 

11,643

 

Accounts payable

 

 

36,898

 

 

(172,330

)

Other payables and accrued liabilities

 

 

1,173,055

 

 

1,054,423

 

Taxes payable

 

 

(1,184,209

)

 

(1,895,451

)

Unearned revenue

 

 

(681,787

)

 

596,414

 

Due to related parties

 

 

467,088

 

 

237,452

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

 

26,775,776

 

 

31,362,466

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Payments on intangible assets

 

 

 

 

(17,581,071

)

Purchase of property and equipment

 

 

(29,448,568

)

 

(11,118,884

)

 

 

 

 

 

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

(29,448,568

)

 

(28,699,955

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY  FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

EFFECT OF EXCHANGE RATE ON CASH

 

 

67,024

 

 

4,421

 

 

 

 

 

 

 

 

 

NET (DECREASE) INCREASE IN CASH

 

 

(2,605,768

)

 

2,666,932

 

 

 

 

 

 

 

 

 

CASH  - beginning of year

 

 

3,945,740

 

 

1,278,808

 

 

 

 

 

 

 

 

 

CASH - end of year

 

$

1,339,972

 

$

3,945,740

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

Interest

 

$

 

$

 

Income taxes

 

$

647,189

 

$

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

Common stock issued for conversion of convertible redeemable preferred stock

 

$

4,048,200

 

$

1,110,000

 

Convertible redeemable preferred stock reclassified to permanent equity

 

$

595,233

 

$

 


The accompanying notes are an integral part of these consolidated financial statements


9