ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion contains forward-looking statements. Forward looking
statements are identified by words and phrases such as "anticipate", "intend",
"expect" and words and phrases of similar import. We caution investors that
forward-looking statements are only predictions based on our current
expectations about future events and are not guarantees of future performance.
Our actual results, performance or achievements could differ materially from
those expressed or implied by the forward-looking statements due to risks,
uncertainties and assumptions that are difficult to predict, including those set
forth in Item 1A above. We encourage you to read those risk factors carefully
along with the other information provided in this Report and in our other
filings with the SEC before deciding to invest in our stock or to maintain or
change your investment. We undertake no obligation to revise or update any
forward-looking statement for any reason, except as required by law.
You should read this MD&A in conjunction with the Consolidated Financial
Statements and Related Notes in Item 1.
In August 2006, the Company incorporated a new subsidiary, Shanghai LiKang
International Trade Co., Ltd. ("LiKang International"). Since its inception,
LiKang International has primarily served as an agent for third parties who
desire to export goods from China, including computers, computer components,
small medical equipment and instruments, meters, scales electromechanical
devices. In October 2006, LiKang International expanded its business to include
light weight construction materials, textile crafts, furniture, and chemical raw
materials.
OVERVIEW
Since 1988 we have developed, manufactured and distributed disinfectant health
care products primarily to the medical industry in China. In the last few years,
China has witnessed a variety of public health crises, such as the outbreak of
SARS, which demonstrated the need for increased health standards in China. In
response, beginning in 2002 the Chinese government has undertaken various
initiatives to improve public health and living standards, including continuing
efforts to educate the public about the need for proper sanitation procedures
and the establishment of production standards for the disinfectant industry in
China. As a result of this heightened license and permit system, all
disinfectant manufacturers must comply with "qualified disinfection product
manufacturing enterprise requirements" established by the Ministry of Public
Health. The requirements include standards for hardware, such as facilities and
machinery, and software, including the technology to monitor the facilities, as
well as the heightened knowledge and capability of the production staff
regarding quality control procedures. Following the adoption of the industry
standards in 2002, we have been granted 31 hygiene licenses by the Ministry of
Public Health.
We believe that the government standards adopted in July 2002 have increased the
barriers to entry for competitors in the disinfectant industry in China. The
implementation of these improved production standards and license requirements
has effectively decreased the competitive landscape as it pertains to small to
medium size manufacturers, since the new standards are especially difficult for
companies with limited product offerings and inferior technical content. In
addition, prior to the adoption of industry standards, disinfectant products
were generally marketed and sold based on price as opposed to quality. We
believe that as a result of the adoption of industry standards, the marketplace
is evolving with a more stringent focus on product quality, which we believe
will enable us to increase our base of commercial customers thereby increasing
our revenues.
Historically, our focus has been on the commercial distribution of our products.
Our customers include hospitals, medical suppliers and distribution companies
throughout China. We have made efforts to expand our distribution reach to the
retail market. We have repackaged certain of our commercial disinfectant
products for sale to the consumer market and have commenced upon expanding our
customer base to include hotels, schools, supermarkets, and pharmacies. By
virtue of the Chinese government's continuing focus on educating the Chinese
population about the benefits of proper sanitation procedures, we believe that
another key to increasing our revenues is the continued expansion of the retail
distribution of our products.
The disinfectant industry in China is an emerging industry that is populated
with small, regional companies. We estimate that there are in excess of 1,000
manufacturers and distributors of disinfectant products in China; however, most
domestic competitors offer a limited line of products and there are only a few
domestic companies with a nationwide presence. We believe that our national
marketing and sales presence throughout all 22 provinces, as well as four
autonomous regions, and four municipalities in China, gives us a competitive
advantage over many other disinfectant companies in China, and will enable us to
leverage the brand awareness for our products with commercial customers to the
retail marketplace.
Our present manufacturing facilities and production capacities are sufficient
for the foreseeable future, and we believe that we otherwise have the assets and
capital available to us necessary to enable us to increase our revenues in
future periods as the market for disinfectant products in China continues to
increase. During the remaining nine months of 2008, we will continue to focus
our efforts on the retail market for our products, as well as expanding our
traditional base of commercial customers. In addition, we may also consider the
possible acquisition of independent sales networks, which could be used to
increase our product distribution capacity and align our company with small,
regional companies in the industry.
RESULTS OF OPERATIONS
The table below sets forth the results of operations for the three months ended
March 31, 2008 as compared to the same period ended March 31, 2007 accompanied
by the change amount and percentage of changes.
For the three months Change Variance
ended March 31, 2008 vs
2008 2007 2007 %
Sales - unaffiliated $ 4,604,117 $ 2,295,950 $ 2,308,167 101 %
Sales - related parties 128,821 549,882 (421,061 ) (77 )%
Total net revenues 4,732,938 2,845,832 1,887,106 66 %
Cost of revenues 3,502,958 1,853,120 1,649,838 89 %
Gross Profit 1,229,980 992,712 237,268 24 %
Operating Expenses:
Selling expenses 328,428 266,785 61,643 23 %
General and administrative
expenses 477,812 250,172 227,640 91 %
Total Operating Expenses 806,240 516,957 289,283 56 %
Income From Operations 423,740 475,755 (52,015 ) (11 )%
Other Income (Expenses):
Other income 152 120,514 (120,362 ) (100 )%
Interest income 1,577 1,093 484 44 %
Interest expense - related party (4,822 ) (4,297 ) (525 ) 12 %
Interest expense (15,696 ) (11,917 ) (3,779 ) 32 %
Net Other Income (Expense) (18,789 ) (105,393 ) 124,182 118 %
Income before income taxes and
Minority interest 404,951 581,148 (176,197 ) (30 )%
Income taxes (46,109 ) (43,415 ) (2,694 ) 6 %
Minority interest (30,535 ) (41,162 ) 10,627 (26 )%
Net income $ 328,307 $ 496,571 $ (168,264 ) (34 )%
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Other Key Indicators: Three months ended
March 31,
(Percent of Net Revenues) 2008 2007 Change
Cost Of Revenues 74 % 65 % 9 %
Selling Expenses 7 % 9 % (2 )%
General and Administrative Expenses 10 % 9 % (1 )%
Income From Operations 9 % 17 % (8 )%
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NET REVENUES
Net revenues for the three months ended March 31, 2008 were $4,732,938 as
compared to net revenues of $2,845,832 for the three months ended March 31,
2007, an increase of $1,887,106 or approximately 66%. Included in our net
revenues for the first three months of 2008 are revenues of $2,251,506
attributable to LiKang Disinfectant and revenues of $2,481,432 attributable to
LiKang International. Of our total net revenues for the three months ended March
31, 2008, $128,821 or approximately 3% were attributable to related parties as
compared to net revenues of $549,882, or approximately 19%, of our total net
revenues for the comparable period in fiscal 2007.
Revenues associated with LiKang Disinfectant increased $555,623, or
approximately 33%, during the three months of fiscal 2008 compared to the same
period of fiscal 2007. We believe this increase in demand was due to an increase
in our sales staff and customer recognition of our high-quality, competitively
priced disinfectant products.
LiKang Disinfectant's revenues associated with third parties increased $976,684,
or approximately 85%, while revenues associated with related parties decreased
$421,061, or approximately 77%. LiKang Disinfectant generated revenues to third
parties of $2,122,685 for the three months in fiscal 2008 as compared to
$1,146,001 for the same period of fiscal 2007; LiKang International generated
revenues from third parties of $2,481,432 for the first three months in fiscal
2008 as compared to $1,149,949 for the comparable period in fiscal 2007.
Of the $128,821 of revenues derived from related parties during the three months
ended March 31, 2008, $114,210, or approximately 89%, was from ZhongYou compared
to $549,882 for the same period of fiscal 2007, decrease of $421,061, or
approximately 327%, from the same period in fiscal 2007.
While the revenue associated with third parties increased $2,308,167, or
approximately 101% for the three months ended March 31, 2008 from the comparable
period in fiscal 2007, which included an increase of $1,331,483 attributed to
LiKang international and an increase of $976,684 attributed to LiKang
Disinfectant.
COST OF REVENUES
Cost of revenues includes raw materials and manufacturing costs, which includes
labor, rent and an allocated portion of overhead expenses such as utilities
directly related to product production. For the three months ended March 31,
2008, cost of revenues amounted to $3,502,958 or approximately 74% of net
revenues as compared to cost of revenues of $1,853,120 or approximately 65% of
net revenues for the same period in fiscal 2007. The increase of the percentage
is mainly due to the high percentage from the LiKang International.
For the three months ended March 31, 2008, cost of revenues for LiKang
Disinfectant was $1,127,798, or approximately 50% of net revenues generated from
LiKang Disinfectant, as compared to $917,004 or approximately 54% of net
revenues for the three months ended March 31, 2007. Historically, LiKang
Disinfectant's cost of sales is comprised of approximately 65% for raw material
costs and approximately 35% for manufacturing costs. The increase in cost of
revenues for the three months ended March 31, 2008 as compared to the period
ended March 31, 2007 is attributable, partially, to price increases of raw
materials during the three months ended March 31, 2008. We also experienced an
increase in overhead costs, including utilities and rent during the three months
ended March 31, 2008 as compared to the three months ended March 31, 2007. We
absorbed the majority of these increased costs in order to increase our market
share in the disinfectant industry. We purchase raw materials from several
primary suppliers and we have purchase contracts with these suppliers in an
effort to ensure a steady supply of raw materials. We also purchase raw
materials and finished product from Meirui, a related party.
For the three months ended March 31, 2008, cost of sales related to LiKang
International was $2,375,160, or approximately 95% of revenues. The business of
LiKang International mainly includes export of medical equipment, mechanical
equipment and chemical products. Since 2007, the Chinese government canceled its
tax reimbursement policy for many products that had been in place in 2006. In
addition, the foreign currency exchange rate between USD and RMB has declined
overall since 2007, dropping approximately 4% from 7.31 on January 1, 2008 to
7.02 on March 31, 2008.
GROSS PROFIT
Gross profit for the three months ended March 31, 2008 was $1,229,980, or
approximately 26% of net revenues, as compared to $992,712, or approximately 35%
of revenues, for the three months ended March 31, 2007.
OPERATING EXPENSES
Total operating expenses for the three months ended March 31, 2008 were
$806,240, an increase of $289,283, or approximately 56%, from total operating
expenses for the three months ended March 31, 2007 of $516,957. This increase
included the following.
Selling Expenses
For the three months ended March 31, 2008, selling expenses were $328,428 as
compared to $266,785 for the same period in 2007, an increase of $61,643, or
approximate 23%.
Primarily items included in selling expenses during the first quarter of fiscal
2008, were expenses of $291,724 attributable to LiKang Disinfectant, an increase
of $95,433, or approximately 49% from $196,291 for the first quarter of fiscal
2007, and expenses of $36,704 attributable to LiKang International, a decrease
of $42,790, or approximately 54%, from $79,494 for the first quarter of fiscal
2007.
For the three months ended March 31, 2008, the increase in selling expenses from
LiKang Disinfectant is primarily attributable to increases in meals and
entertainment of $32,177, salaries, wages and staff benefits directly related to
the sales efforts of $15,195, repair & maintenance expenses of $28,996, travel
expense of $26,441 and conference expense of $14,755 which were offset by
decreases in office expenses which includes telephone expense of $14,912
directly tied to sales efforts and shipping and freight of $1,247.
General and Administrative Expenses
For the three months ended March 31, 2008, general and administrative expenses
were $477,812 as compared to $250,172 for the same period in 2007, an increase
of $227,640, or approximate 91%.
Primarily items included in general and administrative during the first quarter
of fiscal 2008 were expenses of $395,776 attributable to LiKang Disinfectant,
and increase of $208,835, or approximately 112%, from $186,941 for the first
quarter of fiscal 2007, and expenses of $21,446 attributable to LiKang
International, an increase of $9,505, or approximately 79%, from $11,941 for the
first quarter of 2007.
We incurred non-cash consulting fees during the three months ended March 31,
2008 of $20,168 as compared to $78,208 for the three months ended March 31,
2007, a decrease of $58,040 or approximately 74%. Non-cash consulting fees
represents the amortization of fees to consultants under agreements entered into
during the three month period ended March 31, 2008, which we pay in shares of
our common stock.
OTHER INCOME (EXPENSE)
For the three months ended March 31, 2008 total other expenses amounted to
$18,789 as compared to other income $105,393 for the three months ended March
31, 2007. This other income is primarily the result of a decrease of $120,362,
or approximately 100% in other income, an increase of $484, or approximately 44%
in interest income and an increase of $3,779, or approximately 32% in interest
expense. We also recorded interest expense of $4,822. This interest expense
reflects interest due to Ecolab with the loan of $400,000.
MINORITY INTEREST
For the three months ended March 31, 2008, we reported a minority interest
expense of $30,535 as compared to $41,162 for the three months ended March 31,
2007. The minority interest expense is attributable to LiKang Disinfectant's
minority shareholder, and had the effect of reducing our net income. However, on
March 25, 2008, our wholly-owned subsidiary Linkwell Tech complete the
Disinfectant Stock Purchase Agreement and acquired the remaining 10% equity
interest of LiKang Disinfectant from Shanhai. Now the Company owns 100% equity
interest in LiKang Disinfectant.
LIQUIDITY AND CAPITAL RESOURCES
As shown in the accompanying financial statements, our working capital increased
$191,625 or approximately 3% from $5,563,984 on December 31, 2007 to $5,755,609
on March 31 2008. With the expansion of our businesses, we anticipate a strong
demand on our capital resource in the near future. In addition to our working
capital on hand, we intend to obtain required capital through a combination of
bank loans and the sale of our equity securities. Although there are no
commitments or agreements on the part of anyone at this time to provide us with
additional bank financing or purchase of securities, we are optimistic to obtain
additional capital resources to fund our business expansions.
We currently have no material commitments for capital expenditures. At March 31,
2008, we had approximately $1,133,102 in short term loans which will mature
before December 31, 2008. Other than our working capital and loans, we presently
have no other alternative capital resources available to us. We plan to build
additional product lines and upgrade our manufacturing facilities, in order to
expand our production capacity and improve the quality of our products. Based on
our preliminary estimates, upgrades and expansion will require additional
capital of approximate $1 million.
We need to raise additional capital resources to meet the demands described
above. We may raise additional capital through the sale of equity securities.
There can be no assurances that any additional debt or equity financing will be
available to us on acceptable terms, if at all. The inability to obtain debt or
equity financing could have a material adverse effect on our operating results,
and as a result we could be required to cease or significantly reduce our
operations, seek a merger partner or sell additional securities on terms that
may be disadvantageous to shareholders.
NET CASH FROM OPERATING ACTIVITES
Net cash used in operating activities for the three months ended March 31, 2008
was $100,734 as compared to net cash used in operating activities of $373,799
for the same period ended March 31, 2007, a decrease of $273,065 or
approximately 73%. For the three months ended March 31, 2008, we used cash to
fund a net decrease in accounts receivable of $464,944, including a decrease of
$290,183 in accounts receivables from related parties, an increase of $203,664
in inventories, an increase in advance from customers of $529,526 and a decrease
of $226,656 in other receivables. These increases were offset by our net income,
a decrease of $125,042 in prepaid expenses and other current assets and an
increase of $534,331 in accounts payable, accrued expenses and other payables
and increase of $27,328 in taxes payable.
NET CASH FROM INVESTING ACTIVITIES
Net cash used in investing activities for the three months ended March 31, 2008
was $560,948 as compared to net cash used in investing activities of $649,300
for the same period in 2007, a decrease of $88,352 or approximately 14%. This
change is attributable to an increase of $117,008 due from related parties, an
increase of $395,800 in cash paid in acquisition and an increase of $48,140 in
purchases of property, plant and equipment.
NET CASH FROM FINANCING ACTIVITIES:
Net cash provided by financing activities was $530,491 for the three months
ended March 31, 2008, as compared to net cash provided by financing activities
of $124,311 for the three months ended March 31, 2007, an increase of $406,180
or approximately 327%. The increased cash flow from financing activities is
chiefly resulted from an increase of proceeds from loans payable of $404,822
and an increase of repayment of loans from related parties of $125,669.
CRITICAL ACCOUNTING POLICIES
The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements; we believe the following
critical accounting policies involve the most complex, difficult and subjective
estimates and judgments: allowance for doubtful accounts; income taxes;
stock-based compensation; asset impairment.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
We maintain an allowance for doubtful accounts to reduce amounts to their
estimated realizable value. A considerable amount of judgment is required
when we assess the realization of accounts receivables, including assessing the
probability of collection and the current credit-worthiness of each customer. If
the financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, an additional provision for
doubtful accounts could be required. We initially record a provision for
doubtful accounts based on our historical experience, and then adjust this
provision at the end of each reporting period based on a detailed assessment of
our accounts receivable and allowance for doubtful accounts. In estimating the
provision for doubtful accounts, we consider: (i) the aging of the accounts
receivable; (ii) trends within and ratios involving the age of the accounts
receivable; (iii) the customer mix in each of the aging categories and the
nature of the receivable; (iv) our historical provision for doubtful accounts;
(v) the credit worthiness of the customer; and (vi) the economic conditions of
the customer's industry as well as general economic conditions, among other
factors.
INCOME TAXES
We account for income taxes in accordance with SFAS No. 109, Accounting
for Income Taxes. SFAS 109 prescribes the use of the liability method. Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial
statement carrying amounts and the tax basis of assets and liabilities. Deferred
tax assets and liabilities are measured using the enacted tax rates expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. We then assess the likelihood that our
deferred tax assets will be recovered from future taxable income and to the
extent we believe that recovery is not likely, we establish a valuation
allowance. To the extent we establish a valuation allowance, or increase or
decrease this allowance in a period, we increase or decrease our income tax
provision in our statement of operations. If any of our estimates of our prior
period taxable income or loss prove to be incorrect, material differences could
impact the amount and timing of income tax benefits or payments for any period.
In addition, as a result of the significant change in the Company's ownership,
the Company's future use of its existing net operating losses may be limited.
The Company operates in several countries. As a result, we are subject to
numerous domestic and foreign tax jurisdictions and tax agreements and treaties
among the various taxing authorities. Our operations in these jurisdictions are
taxed on various bases: income before taxes, deemed profits and withholding
taxes based on revenue. The calculation of our tax liabilities involves
consideration of uncertainties in the application and interpretation of complex
tax regulations in a multitude of jurisdictions across our global operations.
We recognize potential liabilities and record tax liabilities for anticipated
tax audit issues in the U.S. and other tax jurisdictions based on our estimate
of whether, and the extent to which, additional taxes will be due. The tax
liabilities are reflected net of realized tax loss carry forwards. We adjust
these reserves upon specific events; however, due to the complexity of some of
these uncertainties, the ultimate resolution may result in a payment that is
different from our current estimate of the tax liabilities. If our estimate of
tax liabilities proves to be less than the ultimate assessment, an additional
charge to expense would result. If payment of these amounts ultimately proves to
be less than the recorded amounts, the reversal of the liabilities would result
in tax benefits being recognized in the period when the contingency has
been resolved and the liabilities are no longer necessary.
Changes in tax laws, regulations, agreements and treaties, foreign currency
exchange restrictions or our level of operations or profitability in each taxing
jurisdiction could have an impact upon the amount of income taxes that we
provide during any given year.
STOCK- BASED COMPENSATION
We account for share-based payments in accordance with SFAS No. 123(R),
Share-Based Payment. Under the fair value recognition provisions of this
statement, share-based compensation cost is measured at the grant date based on
the value of the award and is recognized as expense over the vesting period.
Determining the fair value of share-based awards at the grant date requires
judgment, including estimating expected volatility. In addition, judgment is
also required in estimating the amount of share-based awards that are expected
to be forfeited. If actual results differ significantly from these estimates,
stock-based compensation expense and our results of operations could be
materially impacted.
ASSET IMPAIRMENT
We periodically evaluate the carrying value of other long-lived assets,
including, but not limited to, property and equipment and intangible assets,
when events and circumstances warrant such a review. The carrying value of
along-lived asset is considered impaired when the anticipated undiscounted cash
flows from such asset is less than its carrying value. In that event, a loss is
recognized based on the amount by which the carrying value exceeds the fair
value of the long-lived asset. Fair value is determined primarily using the
anticipated cash flows discounted at a rate commensurate with the risk involved.
Significant estimates are utilized to calculate expected future cash flows
utilized in impairment analyses. We also utilize judgment to determine other
factors within fair value analyses, including the applicable discount rate
OFF-BALANCE SHEET ARRANGEMENTS
There are no off-balance sheet arrangements that have or are reasonably likely
. . .