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ANPAC BIO-MEDICAL SCIENCE CO., LTD. INDEX TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ Unaudited condensed consolidated balance sheets as of

Key Takeaway: 0001786511--12-312021Q2false6-KAnPac Bio-Medical Science Co., Ltd.2021-06-3091926601322203427731002863100110.010.0113222034919266027731002863100P0Y ANPAC BIO-MEDICAL SCIENCE CO., LTD. INDEX TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Unaudited condensed co

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0001786511--12-312021Q2false6-KAnPac Bio-Medical Science Co., Ltd.2021-06-3091926601322203427731002863100110.010.0113222034919266027731002863100P0Y
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
INDEX TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020 F-2
Unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2021 and 2020 F-3
Unaudited condensed consolidated statements of shareholders' equity for the six months ended June 30, 2020 F-4
Unaudited condensed consolidated statements of shareholders' equity for the six months ended June 30, 2021 F-5
Unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 F-6
Notes to unaudited condensed consolidated financial statements F-7-F-32
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands of Renminbi ( RMB ) and U.S. dollars ( US$ ), except for number of shares and per share data)
December 31, 2020 June 30, 2021 June 30, 2021
RMB RMB US$
(Unaudited) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents 3,016 8,579 1,329
Advances to suppliers 5,588 5,043 781
Accounts receivable, net 7,792 10,114 1,566
Amounts due from related parties 1,277 8,262 1,280
Inventories, net 312 451 70
Other current assets, net 3,303 8,260 1,280
Total current assets 21,288 40,709 6,306
Property and equipment, net 19,267 19,466 3,015
Land use rights, net 1,166 1,152 178
Intangible assets, net 4,596 4,293 665
Goodwill 2,223 2,223 344
Long-term investments, net 883 670 104
Other assets 464 459 71
TOTAL ASSETS . 49,887 68,972 10,683
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Short-term debt 8,232 11,674 1,808
Accounts payable 2,127 1,209 186
Advances from customers 3,682 5,091 788
Amounts due to related parties 4,130 1,220 189
Accrued expenses and other current liabilities 25,353 27,121 4,201
Total current liabilities 43,524 46,315 7,172
Deferred tax liabilities 1,045 1,001 155
Other long-term liabilities 2,041 1,121 174
TOTAL LIABILITIES . 46,610 48,437 7,501
Commitments and contingencies
Shareholders' equity:
Class A Ordinary shares (US $ 0.01 par value per share; 70,000,000 shares authorized, 9,192,660 and 13,222,034 shares issued and outstanding as of December 31, 2020 and June 30, 2021, respectively) 618 879 136
Class B Ordinary shares (US $ 0.01 par value per share; 30,000,000 authorized, 2,863,100 and 2,773,100 shares issued and outstanding as of December 31, 2020 and June 30, 2021) 191 185 29
Additional paid-in capital 354,295 429,523 66,525
Accumulated deficit ( 356,951 ) ( 413,987 ) ( 64,118 )
Accumulated other comprehensive income 4,795 4,259 660
Total AnPac Bio-Medical Science Co., Ltd. shareholders' equity 2,948 20,859 3,232
Noncontrolling interests 329 ( 324 ) ( 50 )
Total shareholders' equity 3,277 20,535 3,182
TOTAL LIABILITIES AND EQUITY 49,887 68,972 10,683
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OPERATIONS OF COMPREHENSIVE LOSS
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
Six Months Ended June 30,
2020 2021 2021
RMB RMB US$
Revenues:
Cancer screening and detection tests 4,036 9,240 1,431
Physical checkup packages, net 15 16 2
Total revenues 4,051 9,256 1,433
Cost of revenues ( 2,214 ) ( 3,574 ) ( 554 )
Gross Profit 1,837 5,682 879
Operating expenses:
Selling and marketing ( 4,673 ) ( 10,812 ) ( 1,675 )
Research and development ( 7,433 ) ( 5,616 ) ( 870 )
General and administrative ( 49,825 ) ( 41,570 ) ( 6,438 )
Impairment of long-term investments ( 820 )
Loss from operations ( 60,914 ) ( 52,316 ) ( 8,104 )
Non-operating income and expenses:
Interest expense, net ( 517 ) ( 2,220 ) ( 344 )
Foreign exchange loss, net ( 2,045 ) ( 173 ) ( 27 )
Share of net gain (loss) in equity method investments 108 ( 120 ) ( 19 )
Other (expense) income, net ( 33 ) 1,442 223
Change in fair value of convertible debt 7,289 ( 4,346 ) ( 673 )
Loss before income taxes ( 56,112 ) ( 57,733 ) ( 8,944 )
Income tax benefit 35 44 7
Net loss ( 56,077 ) ( 57,689 ) ( 8,937 )
Net loss attributable to noncontrolling interests ( 18 ) ( 653 ) ( 101 )
Net loss attributable to ordinary shareholders ( 56,059 ) ( 57,036 ) ( 8,836 )
Loss per share:
Ordinary shares - basic and diluted ( 5.12 ) ( 4.58 ) ( 0.71 )
Weighted average shares outstanding used in calculating basic and diluted loss per share
Ordinary shares - basic and diluted 10,952,271 12,453,065 12,453,065
Net loss ( 56,077 ) ( 57,689 ) ( 8,937 )
Other comprehensive income, net of tax :
Fair value change relating to Company's own credit risk on convertible loan ( 108 )
Foreign currency translation differences 3,572 ( 536 ) ( 83 )
Total comprehensive loss ( 52,613 ) ( 58,225 ) ( 9,020 )
Total comprehensive loss attributable to noncontrolling interests ( 18 ) ( 653 ) ( 101 )
Total comprehensive loss attributable to ordinary shareholders ( 52,595 ) ( 57,572 ) ( 8,919 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
Attributable to AnPac Bio- Medical Science Co., Ltd. Shareholders
Total
AnPacBio-
Medical
Science Co.,
Accumulated Ltd.
Additional Other Shareholders'
Class A Ordinary Shares Class B Ordinary Shares Paid-in Accumulated Comprehensive Equity Noncontrolling
Shares Amount Shares Amount Capital Deficit (Loss) Income (Deficit) interest Total Equity
Balance at January 1, 2020 7,004,900 466 2,863,100 191 257,736 ( 276,476 ) 2,110 ( 15,973 ) 49 ( 15,924 )
Net loss ( 56,059 ) ( 56,059 ) ( 18 ) ( 56,077 )
Issuance of ordinary shares, net of offering costs 1,333,360 90 75,099 75,189 75,189
Share based compensation 17,548 17,548 17,548
Fair value change relating to Company's own credit risk on convertible loan ( 108 ) ( 108 ) ( 108 )
Foreign currency translation differences 3,572 3,572 3,572
Capital contribution from noncontrolling interest holders 370 370
Balance at June 30, 2020 (unaudited) 8,338,260 556 2,863,100 191 350,383 ( 332,535 ) 5,574 24,169 401 24,570
Balance at June 30, 2020 (US$) 79 27 49,593 ( 47,067 ) 789 3,421 57 3,478
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
Attributable to AnPac Bio- Medical Science Co., Ltd. Shareholders Total
AnPacBio-
Medical
Accumulated Science Co.,
Additional Other Ltd.
Class A Ordinary Shares Class B Ordinary Shares Paid-in Accumulated Comprehensive Shareholders' Noncontrolling Total
Shares Amount Shares Amount Capital Deficit (Loss) Income Equity interest Equity
Balance at January 1, 2021 9,192,660 618 2,863,100 191 354,295 ( 356,951 ) 4,795 2,948 329 3,277
Net loss ( 57,036 ) ( 57,036 ) ( 653 ) ( 57,689 )
Issuance of shares in private placements, net of offering costs 1,243,774 80 33,239 33,319 33,319
Issuance shares for exercise of stock options 640,600 41 7,767 7,808 7,808
Issuance shares for exercise of stock options* 55,000 4 ( 4 )
Issuance shares for convertible loans 2,000,000 130 ( 130 )
Conversion of convertible loans 18,459 18,459 18,459
Transfer Class B shares to Class A shares 90,000 6 ( 90,000 ) ( 6 )
Share based compensation 15,897 15,897 15,897
Foreign currency translation differences ( 536 ) ( 536 ) ( 536 )
Balance at June 30, 2021 (unaudited) 13,222,034 879 2,773,100 185 429,523 ( 413,987 ) 4,259 20,859 ( 324 ) 20,535
Balance at June 30, 2021 (US$) 136 29 66,525 ( 64,118 ) 660 3,232 ( 50 ) 3,182
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
Six Months Ended June 30,
2020 2021 2021
RMB RMB US$
Operating activities:
Net loss ( 56,077 ) ( 57,689 ) ( 8,937 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 1,513 1,401 217
Share of net loss (gain) in equity method investments ( 108 ) 120 19
Bad debt expense ( 116 ) ( 1 )
Losses on disposal of land use rights and property and equipment 26 21 3
Foreign exchange loss, net 3,858
Share-based compensation 17,548 15,897 2,462
Fair value loss (gain) on convertible loans ( 7,289 ) 4,346 673
Inventory provision 37
Impairment of long-term investment 820
Deferred tax ( 44 ) ( 7 )
Changes in operating assets and liabilities:
Advances to suppliers ( 6,432 ) 498 77
Accounts receivable ( 808 ) ( 2,321 ) ( 359 )
Inventories 71 ( 140 ) ( 22 )
Amounts due from related parties ( 350 ) ( 717 ) ( 111 )
Other current assets ( 1,049 ) 4,465 692
Other assets 138
Accounts payable ( 291 ) ( 911 ) ( 142 )
Amounts due to related parties ( 2,588 ) ( 127 ) ( 20 )
Advance from customers ( 87 ) 1,409 218
Accrued expenses and other current liabilities ( 2,531 ) 6,453 999
Other long-term liabilities ( 171 ) ( 913 ) ( 141 )
Deferred tax liabilities ( 45 ) ( 44 ) ( 7 )
Net cash used in operating activities ( 53,931 ) ( 28,297 ) ( 4,386 )
Investing activities:
Purchases of property and equipment ( 1,180 ) ( 1,231 ) ( 191 )
Purchases of intangible assets ( 9 ) ( 9 ) ( 1 )
Proceeds from disposal of land use rights 17
Proceeds from short-term investments 191,147
Purchase of short-term investments ( 191,147 )
Net cash used in investing activities ( 1,172 ) ( 1,240 ) ( 192 )
Financing activities:
Proceeds from short-term borrowings 12,941 2,004
Payment for short-term borrowings ( 8,000 )
Proceeds from long-term borrowings 984
Payment for related party loan ( 4,515 ) ( 699 )
Proceeds from stock options exercised 538 83
Capital contribution from noncontrolling interest holders 370
Proceeds from private placement 25,982 4,024
Payment for convertible loans ( 17,752 )
Proceeds from issuance of ordinary shares 100,655
Payment for initial public offering costs ( 17,374 )
Net cash provided by financing activities 58,883 34,946 5,412
Effect of exchange rate changes on cash and cash equivalents 62 154 28
Net increase in cash and cash equivalents 3,842 5,563 862
Cash and cash equivalents at beginning of period 6,125 3,016 467
Cash and cash equivalents at end of period 9,967 8,579 1,329
Supplemental disclosure of cash flow information:
Interest paid 17,752 2,059 319
Supplemental disclosure of non-cash activities:
Issuance shares for private placement unpaid portion 2,841 440
Issuance shares for stock option exercised by employees 1,144 179
Issuance shares for stock option exercised by Dr. Chris Chang Yu 6,125 949
Issuance shares for related party loan to Dr. Chris Chang Yu 4,496 694
Reclassification of accounts payable to convertible loan 4,548 705
Conversion of convertible loans 18,459 2,859
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
AnPac Bio-Medical Science Co., Ltd. (the Company ) was incorporated in the British Virgin Islands in January 2010. The Company and its subsidiaries (collectively, the Group ) are engaged in marketing and selling a multi-cancer screening and detection test that uses innovative, patented cancer differentiation analysis (the CDA ) technology and proprietary cancer-detection devices in the People's Republic of China (the PRC or China ). Dr. Chris Chang Yu is the Founder of the Group (the Founder ).
For the year ended June 30, 2021, the details of the Group's principal subsidiaries are as follows:
Percentage of Date of Place of
Major subsidiaries Ownership Incorporation Incorporation Major Operation
Changhe Bio-Medical Technology (Yangzhou) Co., Ltd. 100 % March 2010 the PRC Cancer screening and detection tests
Changwei System Technology (Shanghai) Co., Ltd. 100 % March 2011 the PRC Research and development
AnPac Bio-Medical Technology (Lishui) Co., Ltd. 100 % October 2012 the PRC Cancer screening detection tests and device manufacturing
Shanghai Xinshenpai Technology Co., Ltd.* 100 % October 2013 the PRC Cancer screening and detection tests
AnPac Bio-Medical Technology (Shanghai) Co., Ltd. 100 % April 2014 the PRC Cancer screening and detection tests
AnPac Technology USA Co., Ltd. ( AnPac US ) 100 % September 2015 the U.S. Clinical trials for research on cancer screening and detection tests
Lishui AnPac Medical Laboratory Co., Ltd. 100 % July 2016 the PRC Cancer screening and detection tests
Shiji (Hainan) Medical Technology Ltd. 100 % March 2013 the PRC Cancer screening and detection tests
Penghui Health Management Co., Ltd.* 100 % May 2018 the PRC Cancer screening and detection tests
Shenzhen Anchun Biomedical Technology Co., Ltd.* 51 % December 2017 the PRC Cancer screening and detection tests
Shanghai Muqing AnPac Health Technology Co., Ltd. 51 % March 2019 the PRC Cancer screening and detection tests
* Shenzhen Anchun Biomedical Technology Co., Ltd., Shanghai Xinshenpai Technology Co., Ltd. and Penghui Health Management Co., Ltd. were deregistered in December 2020. Since these entities were inactive, the deregistration does not have a material impact to the Group's consolidated financial statements for the six months ended June 30, 2020 and 2021.
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. generally accepted accounting principles ( GAAP ) for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2020 and 2021 are not necessarily indicative of the results that may be expected for the full year. The information included in this interim report should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in the Company's consolidated financial statements for the fiscal year ended December 31, 2020 included in its annual report in filed with the SEC on April 30, 2021.
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Principles of consolidation
The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries.
Subsidiaries are those entities in which the Group, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of the board of directors, or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.
All intercompany transactions and balances are eliminated upon consolidation.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Areas where management uses subjective judgement include, but are not limited to allowance for doubtful accounts, share-based compensation, deferred tax and uncertain tax positions, valuation of convertible loans, useful lives of intangible assets and property and equipment, and impairment of long-lived assets, goodwill and long-term investments. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences could be material to the consolidated financial statements.
The functional currency of the Group and AnPac US is the United States dollar and its reporting currency is Renminbi ( RMB ). The functional currency of the Group's PRC subsidiaries is the RMB as determined based on the criteria of Accounting Standards Codification ( ASC ) 830, Foreign Currency Matters.
The financial statements of the Company and AnPac US are translated from the functional currency to the reporting currency, RMB. Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of historical costs in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains and losses are included in the consolidated statements of comprehensive loss.
The Group uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position, respectively. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders' deficit.
Amounts in US$ are presented for the convenience of the reader and are translated at the noon buying rate of US$1.00 to RMB6.4566 on June 30, 2021, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board. No representation is made that the RMB amounts could have been, or could be converted, realized or settled into US$ at such rate or at any other rate.
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Accounts receivable, net of allowance for doubtful accounts
Accounts receivable are recorded at their invoiced amounts, net of allowances for doubtful accounts. An allowance for doubtful accounts is recorded when the collection of the full amount is no longer probable. In evaluating the collectability of receivable balances, the Group considers specific evidence, including aging of the receivable, the customer's payment history, its current creditworthiness and current economic trends. Accounts receivable are written off after all collection efforts have ceased. The Group regularly reviews the adequacy and appropriateness of the allowance for doubtful accounts.
Accounts receivable as of June 30, 2021 and December 31, 2020 were as follows:
December 31, June 30,
2020 2021
RMB RMB US$
(Unaudited) (Unaudited)
Accounts receivable 8,096 10,417 1,613
Allowance for doubtful accounts ( 304 ) ( 303 ) ( 47 )
Balance at end of period 7,792 10,114 1,566
Movement in the allowances for doubtful debts were as follows:
For the Year
Ended For the Six Months
December 31, Ended June 30,
2020 2021
RMB RMB US$
(Unaudited) (Unaudited)
Balance at beginning of period 177 304 47
Additional provision 758
Recovery ( 1 )
Write-offs ( 631 )
Balance at end of period 304 303 47
Long-term investments
The Group's long-term investments include equity method investments and equity investments without readily determinable fair values.
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Investments in entities in which the Group can exercise significant influence but does not own a majority equity interest or control are accounted for using the equity method of accounting in accordance with ASC 323, Investments-Equity Method and Joint Ventures ( ASC 323 ). Under the equity method, the Group initially records its investment at cost and the difference between the cost of the equity investee and the amount of the underlying equity in the net assets of the equity investee is accounted for as if the investee were a consolidated subsidiary. The share of earnings or losses of the investee are recognized in the consolidated statements of comprehensive loss. Equity method adjustments include the Group's proportionate share of investee income or loss, adjustments to recognize certain differences between the Group's carrying value and its equity in net assets of the investee at the date of investment, impairments, and other adjustments required by the equity method. The Group assesses its equity investment for other-than-temporary impairment by considering factors as well as all relevant and available information including, but not limited to, current economic and market conditions, the operating performance of the investees including current earnings trends, the general market conditions in the investee's industry or geographic area, factors related to the investee's ability to remain in business, such as the investee's liquidity, debt ratios, and cash burn rate and other company-specific information.
Investments in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These investments are measured at fair value on a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect. An impairment loss is recognized in the consolidated statements of comprehensive loss equal to the amount by which the carrying value exceeds the fair value of the investment.
For the six months ended June 30, 2020 and 2021, the Group recognized an impairment on its equity investment in Jiangsu Anpac Health Management Co., Ltd. of RMB820 and Nil, respectively.
Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable assets acquired less liabilities assumed of an acquired business. The Group's goodwill at December 31, 2020 and June 30, 2021 was related to its business acquisition in November 2017. Goodwill acquired in a business combination are not amortized, but instead tested for impairment at least annually, or more frequently if certain circumstances indicate a possible impairment may exist.
In accordance with ASC 350-20, Intangibles-Goodwill and Other, Goodwill, ( ASC 350-20 ) the Group has assigned and assessed goodwill for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment. The Group has determined that it has one reporting unit, which is also its only reportable segment.
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
The Group has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step test in accordance with ASC 350-20. If the Group believes, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, the two-step quantitative impairment test described below is required. Otherwise, no further testing is required. In the qualitative assessment, the Group considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. In performing the two-step quantitative impairment test, the first step compares the carrying amount of the reporting unit to the fair value of the reporting unit based on either quoted market prices of the ordinary shares or estimated fair value using a combination of the income approach and the market approach. If the fair value of the reporting unit exceeds the carrying value of the reporting unit, goodwill is not impaired, and the Group is not required to perform further testing. If the carrying value of the reporting unit exceeds the fair value of the reporting unit, then the Group must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. The fair value of the reporting unit is allocated to its assets and liabilities in a manner similar to a purchase price allocation in order to determine the implied fair value of the reporting unit goodwill. If the carrying amount of the goodwill is greater than its implied fair value, the excess is recognized as an impairment loss.
For the six months ended June 30, 2020 and 2021, the Group performed a qualitative assessment for the reporting unit. Based on the requirements of ASC 350-20, the Group evaluated all relevant qualitative and quantitative factors, weighed all factors in their entirety and concluded that it was not more-likely-than-not that the fair value of the reporting unit was less than its carrying amount. Therefore, no goodwill impairment was recognized as of December 31, 2020 and June 30, 2021.
Impairment of long-lived assets other than goodwill
The Group evaluates its long-lived assets, including property and equipment and intangibles with finite lives, for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Group evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. The adjusted carrying amount of the assets become new cost basis and are depreciated over the assets' remaining useful lives. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Given no events or changes in circumstances indicating the carrying amount of long-lived assets may not be recovered through the related future net cash flows, the Group did not provide any impairment loss for the six months ended June 30, 2020 and 2021.
Fair value of financial instruments
The Group applies ASC 820, Fair Value Measurements and Disclosures, ( ASC 820 ). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 Other inputs that are directly or indirectly observable in the marketplace.
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Amounts in thousands of RMB and US$, except for number of shares and per share data)
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Level 3 Unobservable inputs which are supported by little or no market activity.
ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
The Group's financial instruments include cash and cash equivalents, accounts receivables, accounts payable, other receivables, other payables and short-term debt. The carrying values of these financial instruments approximate their fair values due to their short-term maturities.
The Group elected the fair value option to account for its convertible loans. The Group engaged an independent valuation firm to perform the valuation. The fair value of the convertible loans included in short term debts as of December 31, 2020 and June 30, 2021 was RMB2,232 and RMB5,674 calculated using the binomial tree model. The convertible loans are classified as level 3 instruments as the valuation was determined based on unobservable inputs which are supported by little or no market activity and reflect the Group's own assumptions in measuring fair value. Significant estimates used in developing the fair value of the convertible loans include time to maturity, risk-free interest rate, straight debt discount rate, probability to convert and expected timing of conversion. Refer to Note 8 for additional information.
As the inputs used in developing the fair value for level 3 instruments are unobservable, and require significant management estimate, a change in these inputs could result in a significant change in the fair value measurement.
The following is a reconciliation of the beginning and ending balances for convertible loans measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of December 31,2020 and June 30, 2021:
December 31, June 30, June 30,
2020 2021 2021
RMB RMB US$
(Unaudited) (Unaudited)
Opening balance 24,568 2,232 346
New convertible loans issued 1,830 12,941 2,004
Conversion of accounts payable to convertible loan 4,548 705
Repayments ( 17,261 )
Conversion of convertible loans ( 18,459 ) ( 2,859 )
Loss on change in fair value of convertible loan 532 4,346 673
Gain on settlement of convertible loan ( 7,162 )
Other comprehensive income -foreign exchange translations ( 275 ) 66 10
Total 2,232 5,674 879
The Group adopted ASC 606, Revenue from Contracts with Customers and subsequent amendments to the initial ( ASC 606 ).
ANPAC BIO-MEDICAL SCIENCE CO., LTD.
Last updated: Oct 12, 2021