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Synutra International, Inc SYNUTRA INTERNATIONAL, INC. FORM 10-K (Annual Report) Filed 06/09/10 for the Period Ending 03/31/10 Address 15200 SHADY GROVE ROAD #350 ROCKVILLE, MD 20850 Telephone 3018403888 CIK 0001293593 Symbol SYUT SIC Code 2020 - Dairy Products Industry Food Processing Sector Consumer/Non-Cyclical Fiscal Year 03/31 http://www.edgar-online.com © Copyright 2010, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2010 OR 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 000-50601 SYNUTRA INTERNATIONAL, INC. DELAWARE 13-4306188 (State or Other Jurisdiction of I.R.S. Employer Incorporation or Organization) Identification No. 2275 Research Blvd., Suite 500 Rockville, Maryland 20850 (Address of Principal Executive Offices, Zip Code) (301) 840-3888 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock $0.0001 Par Value NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No 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 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 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K 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. (Check one): Large accelerated filer Accelerated filer Non -accelerated filer 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 The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based on the closing sales price of the registrant’s common stock on September 30, 2009 (the last business day of the registrant’s most recently completed second fiscal quarter), as reported on the NASDAQ Global Select Market, was $246.8 million. For purposes of this disclosure, shares of common stock held by persons who hold more than 10% of the outstanding shares of common stock and shares held by officers and directors of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination is not necessarily conclusive for other purposes. As of June 1, 2010, there were 54,000,713 shares of the registrant’s common stock outstanding. TABLE OF CONTENTS Page PART I Item 1. Business 2 Item 1A. Risk Factors 16 Item 1B. Unresolved Staff Comments 38 Item 2. Properties 38 Item 3. Legal Proceedings 39 Item 4. [Removed And Reserved] 40 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities 40 Item 6. Selected Financial Data 41 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 42 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 63 Item 8. Financial Statements and Supplementary Data 64 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 98 Item 9A. Controls and Procedures 98 Item 9B. Other Information 100 PART III Item 10. Directors, Executive Officers and Corporate Governance 101 Item 11. Executive Compensation 105 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 108 Item 13. Certain Relationships and Related Transactions, and Director Independence 110 Item 14. Principal Accounting Fees and Services 113 PART IV Item 15. Exhibits and Financial Statement Schedules 113 Signatures 114 i CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM 10-K Except where the context otherwise requires and for purposes of this Annual Report on Form 10-K only: • “we,” “us,” “our company,” “our,” and “Synutra” refer to Synutra International, Inc., and its consolidated subsidiaries; • “China” or “PRC” refers to the People’s Republic of China, excluding Taiwan and the Special Administrative Regions of Hong Kong and Macau; • all references to “ton” or “tons” are to “tonne” or “metric ton”; • all references to “Renminbi” or “RMB” are to the legal currency of China; and • all references to “U.S. dollars,” “dollars,” or “$” are to the legal currency of the United States. Amounts may not always add to the totals due to rounding. Unless otherwise noted, all translations from Renminbi to U.S. dollars were made at the mid rate published by the People’s Bank of China, or the mid rate, as of March 31, 2010, which was RMB6.8263 to $1.00. We make no representation that the Renminbi amounts referred to in this Annual Report on Form 10-K could have been or could be converted into U.S. dollars at any particular rate or at all. On June 1, 2010, the mid rate was RMB 6.8279 to $1.00. PART I This Annual Report on Form 10-K, or Form 10-K, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on our current expectations, assumptions, estimates and projections about us and our industry. All statements other than statements of historical fact in this Form 10-K are forward-looking statements. In some cases, these forward-looking statements can be identified by words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “is/are likely to,” “may,” “plan,” “should,” “will,” “aim,” “potential,” “continue,” or other similar expressions. The forward-looking statements included in this Form 10-K relate to, among others: • our goals and strategies; • our future business development, financial condition and results of operations; • the expected growth of the nutritional products and infant formula markets in China; • market acceptance of our products; • adverse effects associated with the melamine contamination incident; • our expectations regarding demand for our products; • our ability to stay abreast of market trends and technological advances; • competition in the infant formula industry in China; • PRC governmental policies and regulations relating to the nutritional products and infant formula industries; and • general economic and business conditions in China. These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may turn out to be 1 incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in the “Item 1. Business,” “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, ” and other sections in this Form 10-K. The forward-looking statements are made as of the date of this Form 10-K. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. ITEM 1. BUSINESS General Development and Narrative Description of Business We are a leading infant formula company in China. We principally produce, market, and sell our products under the “Shengyuan” or “Synutra” name, together with other complementary brands. Our strategy is focused on selling premium infant formula products, as well as more affordable infant formulas targeting the mass market and other nutritional products and ingredients. We sell our products through an extensive nationwide sales and distribution network, including independent distributors, covering 30 provinces and provincial-level municipalities in China. As of March 31, 2010, this network comprised over 540 independent distributors and over 1,000 independent sub- distributors who sell our products in over 71,000 retail outlets. We currently have three reportable segments which are: • the powdered formula segment, which includes powdered infant and adult formula products sold under our Super, U-Smart, Mingshan and Helanruniu sub-brands; • the baby food segment, which includes prepared foods for babies and children sold under our Huiliduo sub-brand; and • the nutritional ingredients and supplements segment, which includes the production and sale of nutritional ingredients and supplements such as chondroitin sulfate, microencapsulated Docosahexanoic Acid (“DHA”) and Arachidonic Acid (“ARA”).
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