UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2006
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number : 333-112111
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Zhongpin Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 54-2100419
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
21 Changshe Road, Changge City, Henan Province, The People's Republic of China
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(Address of principal executive offices) (Zip Code)
011 86 374-6216633
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety (90) days. YES X NO
--- ---
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
One):
Large accelerated filer Accelerate filer Non-accelerated filer X
--- --- ---
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). YES NO X
--- ---
As of August 1, 2006, 11,752,568 shares of the registrant's common stock,
and 6,900,000 shares of the registrant's Series A preferred stock, each such
share convertible into one share of the registrant's common stock, were
outstanding.
ZHONGPIN INC.
FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION PAGE
- ------ --------------------- ----
Item 1. Unaudited Financial Statements:
Consolidated Balance Sheets as of June 30, 2006 (unaudited)
and December 31, 2005.......................................................... 2
Consolidated Statements of Operations
and Comprehensive Income (unaudited) for the three and
six months ended June 30, 2006 and 2005........................................ 3
Consolidated Statement of Changes in Stockholders' Equity (unaudited)
for the six months ended June 30, 2006......................................... 4
Consolidated Statements of Cash Flows (unaudited) for the six months
ended June 30, 2006 and 2005................................................... 5
Notes to Consolidated Financial Statements (unaudited).............................. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................................... 20
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......................... 33
Item 4. Controls and Procedures............................................................. 34
PART II OTHER INFORMATION
Item 1. Legal Proceedings................................................................... 35
Item 1A. Risk Factors........................................................................ 35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......................... 35
Item 3. Defaults Upon Senior Securities..................................................... 35
Item 4. Submission of Matters to a Vote of Security Holders................................. 35
Item 5. Other Information................................................................... 35
Item 6. Exhibits ........................................................................... 35
SIGNATURES................................................................................................ 36
i
ZHONGPIN INC.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited consolidated balance sheets, statements of
operations and comprehensive income, of changes in stockholders' equity, and of
cash flows and related notes thereto, have been prepared in accordance with
generally accepted accounting principles ("GAAP") for interim financial
information and in conjunction with the rules and regulations of the Securities
and Exchange Commission ("SEC"). Accordingly, they do not include all of the
disclosures required by GAAP for complete financial statements. The financial
statements reflect all adjustments consisting only of normal, recurring
adjustments, which are, in the opinion of management, necessary for a fair
presentation for the interim periods.
The accompanying financial statements should be read in conjunction
with the notes to the aforementioned financial statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
financial statements and notes thereto included in our Annual Report on Form
10-K, as amended, for the transition period from June 30, 2005 to December 31,
2005.
The results of operations for the three- and six-month periods ended
June 30, 2006 are not necessarily indicative of the results to be expected for
the entire fiscal year or any other period.
ZHONGPIN INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN U.S. DOLLARS)
JUNE 30, 2006 DECEMBER 31, 2005
------------- -----------------
ASSETS (Unaudited)
Current assets
Cash and cash equivalents $ 14,519,039 $ 10,142,394
Accounts receivable and other receivables 14,733,543 10,002,918
Purchase deposits 88,873 220,836
Prepaid expenses and deferred charges 140,985 99,009
Inventories 6,352,818 2,347,312
Tax refund receivables 794,618 644,232
------------- -------------
Total current assets 36,629,876 23,456,701
Property, plant and equipment (net) 22,638,938 10,212,848
Related party receivables 270,148 267,658
Other receivables - 632,063
Construction contracts 8,814,597 16,931,178
Intangible assets 5,476,867 1,753,124
------------- -------------
Total assets $ 73,830,426 $ 53,253,572
============= =============
LIABILITIES AND EQUITY
Current liabilities
Bank overdraft $ - $ 619,579
Accounts payable and other payables 10,363,474 10,278,464
Accrued liabilities 968,793 759,420
Short term loans payable 12,944,619 18,995,853
Taxes payable 943,674 2,055,925
Deposits from clients 250,331 769,398
Research and development grants payable 1,339,887 2,436,804
Long term loans payable-current portion 145,671 145,671
------------- -------------
Total current liabilities 26,956,449 36,061,114
Long term loans payable 2,107,165 2,264,448
------------- -------------
Total liabilities 29,063,614 38,325,562
Minority interest 431,037 411,742
Equity
Preferred stock: par value $0.001; 10,000,000 authorized;
6,900,000 shares issued and outstanding 6,900 -
Common stock: par value $0.001; 25,000,000 authorized;
11,752,578 shares issued and outstanding 11,753 11,753
Additional paid in capital 25,206,736 2,102,933
Retained earnings 18,541,547 12,097,834
Accumulated other comprehensive income 568,839 303,748
------------- -------------
Total equity 44,335,775 14,516,268
------------- -------------
Total liabilities and equity $ 73,830,426 $ 53,253,572
============= =============
The accompanying notes are an integral part of these consolidated
financial statements.
2
ZHONGPIN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(AMOUNT IN U.S. DOLLARS) (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------------- -------------------------------
2006 2005 2006 2005
---- ---- ---- ----
Revenues
Sales revenues $ 31,777,348 $ 18,591,118 $ 62,270,855 $ 32,996,247
Cost of sales 27,052,820 15,574,225 52,966,975 27,383,004
------------- ------------ ------------- -------------
Gross profit 4,724,528 3,016,893 9,303,880 5,613,243
Operating expenses
General and administrative expenses 1,023,054 276,520 1,922,078 500,169
Operating expenses 716,090 327,304 1,520,236 692,663
------------- ------------ ------------- -------------
Total operating expenses 1,739,144 603,824 3,442,314 1,192,832
------------- ------------ ------------- -------------
Income from operations 2,985,384 2,413,069 5,861,566 4,420,411
Other income (expense)
Interest income 149,648 40,364 245,338 89,269
Other income (expenses) 23,844 (17,978) 36,236 (3,304)
Allowances income 1,113,661 5,435 1,226,845 44,082
Exchange gain 4,319 (31,103) 18,028 (42,276)
Interest expense (227,587) (458,908) (607,815) (808,658)
------------- ------------ ------------- -------------
Total other income (expense) 1,063,885 (462,190) 918,632 (720,887)
------------- ------------ ------------- -------------
Net income before taxes 4,049,269 1,950,879 6,780,198 3,699,524
Provision for income taxes 171,945 122,789 317,190 122,789
------------- ------------ ------------- -------------
Net income after taxes 3,877,324 1,828,090 6,463,008 3,576,735
Minority interest 8,575 6,801 19,295 19,055
------------- ------------ ------------- -------------
Net income $ 3,868,749 $ 1,821,289 $ 6,443,713 $ 3,557,680
============= ============ ============= =============
Foreign currency translation adjustment $ 123,941 $ - $ 265,091 $ -
------------- ------------ ------------- -------------
Comprehensive income $ 3,992,690 $ 1,821,289 $ 6,708,804 $ 3,557,680
============= ============ ============= =============
Basic earnings for common share $ 0.21 $ 0.15 $ 0.37 $ 0.30
Diluted earnings per common share $ 0.17 $ 0.15 $ 0.30 $ 0.30
Basic weighted average shares outstanding 11,752,578 11,752,578 11,752,578 11,752,578
Diluted weighted average share outstanding 23,137,578 11,752,578 21,240,078 11,752,578
The accompanying notes are an integral part of these consolidated
financial statements.
3
ZHONGPIN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(AMOUNT IN U.S. DOLLARS) (UNAUDITED)
Preferred Stock Common Stock
Shares Par Value Shares Par Value
--------- --------- ----------- ------------
Balance at January 1, 2003 - $ - 1 $1,816,425
Net income for the year - -
Dividends paid - - - -
--------- --------- ------------ ----------
Balance December 31, 2003 - - 1 1,816,425
Net income for the year - - - -
--------- --------- ------------ ----------
Balance December 31, 2004 - - 1 1,816,425
Merger on May 20 - - - 115,942
Recapitalization on Sept. 15 - - 9,999 (1,922,367)
Net income for the year
Foreign currency translation adjustment - - - -
--------- --------- ------------ ----------
Balance December 31, 2005 - - 10,000 10,000
Items applied retroactively:
Recapitalization on January 30, 2006 - - 415,432,354 405,442
Reverse stock split on February
16, 2006 (1:35.349) - - (403,689,776) (403,689)
--------- --------- ------------ ----------
Restated December 31, 2005 - - 11,752,578 11,753
Increase in Preferred Stock 6,900,000 6,900 - -
Net income for the period - - - -
Increase in additional paid in capital - - - -
Foreign currency translation adjustment - - - -
--------- --------- ------------ ----------
Balance June 30, 2006 6,900,000 $ 6,900 11,752,578 $ 11,753
========= ========= ============ ==========
Accumulated
Additional Other
Paid In Retained Comprehensive
Capital Earnings Income Total
------------ ---------- -------------- -----------
Balance at January 1, 2003 $ 182,319 $1,935,634 $ - $ 3,934,378
Net income for the year - 1,536,272 1,536,272
Dividends paid - (56,392) - (56,392)
------------ ----------- ---------- ------------
Balance December 31, 2003 182,319 3,415,514 - 5,414,258
Net income for the year - 2,768,473 - 2,768,473
------------ ----------- ---------- ------------
Balance December 31, 2004 182,319 6,183,987 - 8,182,731
Merger on May 20 - - - 115,942
Recapitalization on Sept. 15 1,922,367 - - -
Net income for the year 5,913,847 - 5,913,847
Foreign currency translation adjustment - - 303,748 303,748
------------ ----------- ---------- ------------
Balance December 31, 2005 2,104,686 12,097,834 303,748 14,516,268
Items applied retroactively:
Recapitalization on January 30, 2006 (405,442) - - -
Reverse stock split on February
16, 2006 (1:35.349) 403,689 - - -
------------ ----------- ---------- ------------
Restated December 31, 2005 2,102,933 12,097,834 303,748 14,516,268
Increase in Preferred Stock - - - 6,900
Net income for the period - 6,443,713 - 6,443,713
Increase in additional paid in capital 23,103,803 - 23,103,803
Foreign currency translation adjustment - - 265,091 265,091
------------ ----------- ---------- ------------
Balance June 30, 2006 $ 25,206,736 $18,541,547 $ 568,839 $ 44,335,775
============ =========== ========== ============
The accompanying notes are an integral part of these consolidated
financial statements.
4
ZHONGPIN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNT IN U.S. DOLLARS) (UNAUDITED)
SIX MONTHS ENDED JUNE 30,
-----------------------------------
2006 2005
------------- ------------
Cash flows from operating activities:
Net income $ 6,443,713 $ 3,557,680
Adjustments to reconcile net income to
net cash provided by (used in) operations:
Minority interest 19,295 214,854
Depreciation 361,958 290,522
Amortization 51,605 10,923
Exchange gain (18,027) -
Provision for allowance for bad debt (76) -
Changes in operating assets and liabilities:
Accounts receivable and other receivables (4,101,052) (4,122,488)
Purchase deposits 131,963 1,580
Prepaid expense and deferred charges (41,976) (128,046)
Inventories (4,005,506) (1,059,548)
Tax refunds receivable (150,386) (1,786)
Accounts payable and accrued liabilities (802,534) (291,419)
Taxes payable (1,112,251) (46,193)
Deposits from clients (519,067) 139,634
------------- ------------
Net cash provided by (used in) operating activities $ (3,742,341) $ (1,434,287)
Cash flows from investing activities:
Construction in progress - (250,349)
Additions to fixed assets (4,669,791) (378,489)
Additions to intangible assets (3,775,109) -
------------- ------------
Net cash used in investing activities $ (8,444,900) $ (628,838)
Cash flows from financing activities:
Repayment of Bank overdraft (619,579) -
Proceeds from short-term loans 10,492,500 16,550,797
Repayment of short-term loans (16,543,734) (4,657,450)
Repayment of long-term loans (157,283) (1,582,575)
Proceeds from preferred stock 23,110,703 -
Payments of dividends - -
------------- ------------
Net cash provided by financing activities $ 16,282,607 $ 10,310,772
Effect of rate changes on cash 283,194 -
Increase (decrease) in cash and cash equivalents 4,376,645 8,247,647
Cash and cash equivalents, beginning of period 10,142,394 5,204,637
------------- ------------
Cash and cash equivalents, end of period $ 14,519,039 $ 13,452,284
------------- ------------
Supplemental disclosures of cash flow information:
Cash paid for interest $ 636,044 $ 808,658
============= ============
Cash paid for income taxes $ 312,672 $ -
============= ============
The accompanying notes are an integral part of these consolidated
financial statements.
5
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF OPERATIONS
Zhongpin Inc. ("Zhongpin") was incorporated on February 4, 2003 as
Strong Technical Inc. in the State of Delaware for the purpose of operating a
personnel outsourcing service that provides skilled workers to industry. On
March 30, 2005, an 82.4% controlling interest in our company was acquired by
Halter Capital Corporation and all previous operations were discontinued. On
January 30, 2006, we acquired Falcon Link Investment Limited ("Falcon") in a
stock exchange by issuing 397,676,704 (11,250,000 post-split) shares of our
common stock in exchange for all of the issued and outstanding capital stock of
Falcon. The acquisition transaction was accounted for as a reverse acquisition
resulting in the recapitalization of Falcon. Accordingly, the historical
financial statements of Falcon have been retroactively restated to give effect
to the recapitalization as if it had occurred at the beginning of the first
period presented. Zhongpin and its subsidiaries are collectively referred to
herein as "our company," "we," "us" and "our."
Falcon was incorporated in the Territory of the British Virgin Islands
("BVI") on July 21, 2005 as a holding company for the purpose of owning all of
the equity interests of Henan Zhongpin Food Co., Ltd. ("HZFC"), a People's
Republic of China ("PRC") company. Falcon acquired 100% ownership of HZFC by
paying 20,940,000 Renminibi ("RMB") to the holders of HZFC, who where also the
holders of Falcon. The transaction was accounted for as a transfer of entities
under common control, wherein HZFC was the continuing entity. The historical
financial statements of Falcon are essentially those of HZFC and are shown as if
the transfer had taken place at the beginning of the first period presented.
HZFC was established in the PRC on May 20, 2005 for the sole purpose of
holding the capital stock of Henan Zhongpin Food Share Company Limited ("Food
Share") and its subsidiaries. The owners of Food Share formed HZFC by investing
16,000,000 RMB. HZFC acquired Food Share by paying 15,040,000 RMB to the holders
of Food Share, who were also the holders of HZFC, in exchange for 100% ownership
of Food Share. The transaction was accounted for as a transfer of entities under
common control, wherein Food Share was the continuing entity with an increase in
registered capital of 960,000 RMB. The historical financial statements of HZFC
are essentially those of Food Share shown with an increase in capital as if the
transfer had taken place at the beginning of the first period presented.
Food Share was incorporated in the PRC. It is headquartered in Henan
Province in the PRC and its corporate office is in Changge City. Through our
subsidiaries, we are principally engaged in the production of pork, pork
products and vegetables, and the retail sales of pork, processed pork products,
vegetables and other grocery items to customers throughout the PRC and other
export countries, either directly or through its subsidiaries.
On January 30, 2006, we consummated an agreement with the shareholders
of Falcon whereby we issued 397,676,704 (11,250,000 post-split) shares of our
common stock in exchange for all of the issued and outstanding stock of Falcon.
Immediately prior to the transaction there were 17,765,650 (502,578 post-split)
shares outstanding as compared to 415,442,354 (11,752,578 post-split) shares
outstanding immediately following the transaction. Consequently, Falcon became a
wholly-owned subsidiary of our company. The transaction was accounted for as a
reverse acquisition resulting in a recapitalization of Falcon, wherein Falcon's
historical financial statements became those of our company, retrospectively
restated to reflect the adopted capital structure of our company as if the
transaction had occurred at the beginning of the first period presented. These
financial statements have been adjusted to reflect such restatement.
6
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF OPERATIONS (continued)
In conjunction with the acquisition of Falcon, on January 31, 2006, we
sold for $8.00 per unit 3.45 million units, each consisting of two shares of
Series A convertible preferred stock and a five-year warrant to purchase 35.349
(one post-split) common shares at a purchase price of $0.1414467 ($5.00 post
split) per share. Each preferred share is convertible into 35.349 (one
post-split) common shares. The outstanding shares of Series A convertible
preferred stock are convertible into an aggregate of 243,908,100 (6,900,000
post-split) common shares and the outstanding warrants are exercisable to
purchase an aggregate of 121,954,050 (3,450,000 post-split) common shares.
On February 16, 2006, we amended our articles of incorporation to
change our name from Strong Technical, Inc. to Zhongpin Inc. In the same
amendment, we changed our authorized common stock to 25,000,000 shares with a
par value of $0.001 per share and our authorized preferred stock to 10,000,000
shares with a par value of $0.001 per share.
On February 16, 2006, we effected a 1:35.349 reverse split of our
outstanding common stock. Immediately prior to the split, 415,442,354 common
shares were outstanding as compared to 11,752,578 common shares outstanding
immediately following the split. The aggregate number of shares of common stock
issuable upon conversion of our outstanding shares of Series A convertible
preferred stock was reduced from 243,908,100 common shares to 6,900,000 common
shares, and the aggregate number of shares of our common stock issuable upon the
exercise of our outstanding warrants was reduced from 121,954,050 common shares
to 3,450,000 common shares. The purchase price of the shares issuable exercise
of our outstanding warrants was increased to $5.00 per share.
Details of Food Share's subsidiaries are as follows:
DOMICILE/DATE REGISTERED PERCENTAGE
NAME OF INCORPORATION CAPITAL OF OWNERSHIP
---- ---------------- ---------- ------------
Henan Zhongpin Industrial Company Limited PRC/Jan. 17, 2004 18,000,000 RMB 88.00%
Henan Zhongpin Import and Export Trading Company PRC/Aug. 11, 2004 5,060,000 RMB 88.93%
Zhumadian Zhongpin Food Limited PRC/June 7, 2006 5,000,000 RMB 100.00%
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Zhongpin
Inc. (formerly Strong Technical, Inc.), Falcon Link Investment Limited, Henan
Zhongpin Food Co., Ltd., Henan Zhongpin Food Share Company Limited, Henan
Zhongpin Industrial Company Limited, Henan Zhongpin Import and Export Trading
Company and Zhumadian Zhongpin Food Limited. All material intercompany accounts
and transactions have been eliminated in consolidation.
The consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S.
GAAP"). The preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that
7
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. U.S. GAAP differs from that
used in the statutory financial statements of our PRC subsidiaries, which were
prepared in accordance with the relevant accounting principles and financial
reporting regulations as established by the Ministry of Finance of the PRC.
Certain accounting principles stipulated under U.S. GAAP are not applicable in
the PRC.
The RMB of the People's Republic of China has been determined to be our
functional currency. The balance sheets of our company and our subsidiaries were
translated at year end exchange rates. Expenses were translated at moving
average exchange rates in effect during the year. The effects of rate changes on
assets and liabilities are recorded as accumulated other comprehensive income.
FISCAL YEAR
Our financial statements have been prepared using December 31 as the
fiscal year end.
MINORITY INTEREST IN SUBSIDIARIES
We record minority interest expense, which reflects the minority
shareholders' portion of the earnings of Henan Zhongpin Industrial Company
Limited and Henan Zhongpin Import and Export Trading Company. During 2005, Henan
Zhongpin Industrial Company Limited increased its registered capital from
5,000,000 RMB to 18,000,000 RMB, which required the minority holders to increase
their investment by 1,560,000 RMB, effectively increasing the minority interest
shown on our balance sheet by $188,406. In June 2006, Zhumadian Zhongpin Food
Limited was registered with a registered capital of 5,000,000 RMB, which is
100%-owned by Henan Zhongpin Food Share Company Limited.
RESTRICTIONS ON TRANSFER OF ASSETS OUT OF THE PRC
Dividend payments by HZFC are limited by certain statutory regulations
in the PRC. No dividends may be paid by HZFC without first receiving prior
approval from the Foreign Currency Exchange Management Bureau. Dividend payments
are restricted to 85% of profits, after tax.
CONTROL BY PRINCIPAL STOCKHOLDERS
Our directors and executive officers and their affiliates or related
parties own, beneficially and in the aggregate, the majority of the voting power
of the outstanding shares of our common stock. Accordingly, if our directors and
executive officers and their affiliates or related parties vote their shares
uniformly, they would have the ability to control the approval of most corporate
actions, including increasing our authorized capital stock and the dissolution
or merger of our company or the sale of our assets.
START-UP COSTS
In accordance with the provisions of the American Institute of
Certified Public Accountants' Statement of Position (SOP) 98-5, "Reporting on
the Costs of Start-up Activities," we expense all start-up and organizational
costs as they are incurred.
8
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
SIGNIFICANT ESTIMATES
Several areas require significant management estimates relating to
uncertainties for which it is reasonably possible there will be a material
change in the near term. The more significant areas requiring the use of
management estimates relate to the valuation of receivables, equipment and
accrued liabilities, and the useful lives for amortization and depreciation.
CASH EQUIVALENTS
We consider all highly-liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
ACCOUNTS RECEIVABLE
Accounts receivable are stated at cost, net of allowance for doubtful
accounts. Based on our experience and current practice in the PRC, management
provides for an allowance for doubtful accounts equivalent to those accounts
that are not collected within one year plus 5% of receivables less than one year
old.
INVENTORIES
Inventories are stated at the lower of cost, determined on a weighted
average basis, and net realizable value. Work-in-progress and finished goods are
composed of direct material, direct labor and an attributable portion of
manufacturing overhead. Net realizable value is the estimated selling price, in
the ordinary course of business, less estimated costs to complete and dispose.
LAND USE RIGHTS
We adopted the provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"), effective January 1, 2002. Under SFAS 142,
goodwill and indefinite lived intangible assets are not amortized, but are
reviewed annually for impairment, or more frequently, if indications of possible
impairment exist. We have performed the requisite annual transitional impairment
tests on intangible assets and determined that no impairment adjustments were
necessary.
REVENUE RECOGNITION
We recognize revenue on the sales of our products as earned when the
customer takes delivery of the product according to previously agreed upon
pricing and delivery arrangements, and when we believe collectibility is
reasonably assured. We sell primarily perishable and frozen food products. As
such, any
9
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
right of return is only for a few days and has been determined to be
insignificant by management. Accordingly, no provision has been made for
returnable goods.
EARNINGS PER SHARE
Basic earnings per common share ("EPS") are calculated by dividing net
income available to common stockholders by the weighted average number of common
shares outstanding during the period. Our Series A convertible preferred stock
is a participating security. Consequently, the two-class method of income
allocation is used in determining net income available to common stockholders.
Diluted EPS is calculated by adjusting the weighted average outstanding
shares, assuming conversion of all potentially dilutive securities, such as
stock options and warrants.
The numerators and denominators used in the computations of basic and
diluted EPS are presented in the following table:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ -----------------------------
2006 2005 2006 2005
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- -----------
NUMERATOR FOR BASIC AND DILUTED EPS
Net income (numerator for diluted EPS) $ 3,868,749 $ 1,821,289 $ 6,443,713 $ 3,557,680
Net income allocated to preferred stock (1,431,136) - (2,116,908) -
----------- ----------- ----------- -----------
Net income to common stockholders (Basic) $ 2,437,613 $ 1,821,289 $ 4,326,805 $ 3,557,680
DENOMINATOR FOR BASIC AND DILUTED EPS
Common stock outstanding after recapitalization
and 1:35.349 reverse stock split 11,752,578 11,752,578 11,752,578 11,752,578
----------- ----------- ----------- -----------
DENOMINATOR FOR BASIC EPS 11,752,578 11,752,578 11,752,578 11,752,578
Add: Weighted average preferred stock as if
converted 6,900,000 - 5,750,000 -
Add: Weighted average stock warrants outstanding 4,485,000 - 3,737,500 -
----------- ----------- ----------- -----------
DENOMINATOR FOR DILUTED EPS 23,137,578 11,752,578 21,240,078 11,752,578
EPS - Basic $ 0.21 $ 0.15 $ 0.37 $ 0.30
=========== =========== =========== ===========
EPS - Diluted $ 0.17 $ 0.15 $ 0.30 $ 0.30
=========== =========== =========== ===========
SHIPPING AND HANDLING COSTS
Shipping and handling amounts billed to customers in related sales
transactions are included in sales revenues. Direct shipping costs are included
in operating expenses, which were approximately $483,500 and $161,900 for the
three months ended June 30, 2006 and 2005, respectively, and $711,500 and
$350,900 for the six months ended June 30, 2006 and 2005, respectively. Handling
costs are included in costs of sales, which were approximately $96,800 and
$105,000 for the three months ended June 30, 2006
10
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
and 2005, respectively, and $276,800 and $265,000 for the six months ended June
30, 2006 and 2005, respectively.
ADVERTISING COSTS
Advertising costs are expensed as incurred. Advertising expenses were
approximately $68,700 and $26,600 for the three months ended June 30, 2006 and
2005, respectively, and $94,700 and $42,600 for the six months ended June 30,
2006 and 2005, respectively.
RESEARCH AND DEVELOPMENT COSTS
The PRC government has made a cash grant to our company specifically to
fund research and development. We have recorded this grant as a liability titled
"Research & development grants payable" on our balance sheet. Qualifying
research and development costs reduce the liability while non-qualifying
research and development costs are expensed as incurred. Research and
development costs were approximately $47,000 and $27,000 for the three months
ended June 30, 2006 and 2005, respectively, and $111,000 and $87,000 for the six
months ended June 30, 2006 and 2005, respectively.
PROPERTY AND EQUIPMENT
Impairment of long-lived assets is recognized when events or changes in
circumstances indicate the carrying amount of an asset, or related groups of
assets, may not be recoverable. Under the provisions of SFAS No. 144,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," we recognize an "impairment charge" when the expected net
undiscounted future cash flows from an asset's use and eventual disposition are
less than the asset's carrying value and the asset's carrying value exceeds its
fair value. Measurement of fair value for an asset or group of assets may be
based on appraisal, market values of similar assets or estimated discounted
future cash flows resulting from the use and ultimate disposition of the asset
or assets.
Expenditures for maintenance, repairs and betterments, which do not
materially extend the normal useful life of an asset, are charged to operations
as incurred. Upon sale or other disposition of assets, the cost and related
accumulated depreciation are removed from the accounts and any resulting gain or
loss is reflected in income.
Depreciation and amortization are provided for financial reporting
purposes primarily on the straight-line method over the estimated useful lives,
ranging from five to 50 years.
OPERATING LEASES
Operating leases represent those leases under which substantially all
the risks and rewards of ownership of the leased assets remain with the lessors.
Rental payments under operating leases are charged to expense on the
straight-line basis over the period of the relevant leases.
INCOME TAXES
Income tax expense is based on reported income before income taxes.
Deferred income taxes reflect the effect of temporary differences between assets
and liabilities that are recognized for financial reporting purposes and the
amounts that are recognized for income tax purposes. In accordance with
11
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Statement of Financial Accounting Standard ("SFAS") No. 109, "Accounting for
Income Taxes," these deferred taxes are measured by applying currently enacted
tax laws. We recorded income tax expenses of $171,945 and $122,789 for the three
months ended June 30, 2006 and 2005, respectively, and $317,190 and $122,789 for
the six months ended June 30, 2006 and 2005, respectively.
We withhold and pay income taxes on our employees' wages, which fund
the Chinese government's sponsored health and retirement programs for all of our
employees. For our employees, we were obligated to make contributions to the
social insurance bureau under the laws of the PRC for pension and retirement
benefits.
3. BUSINESS ACQUISITIONS
Food Share formed Henan Zhongpin Import and Export Trading Company on
August 11, 2004 as a joint venture with Li Jun Wei, an individual, to facilitate
exporting of our goods. We own 88.93% of Henan Zhongpin Import and Export
Trading Company.
4. ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES
We accrue an allowance for bad debts related to our receivables. The
receivable and allowance balances at June 30, 2006 and December 31, 2005 were as
follows:
June 30, 2006 December 31, 2005
------------- -----------------
Accounts receivable $ 15,881,901 $ 10,337,838
Other receivables 584,230 2,013,757
Allowance for bad debts (1,732,588) (1,716,614)
------------ ------------
$ 14,733,543 $ 10,634,981
============ ============
5. INVENTORIES
Inventories at June 30, 2006 and December 31, 2005 consisted of:
June 30, 2006 December 31, 2005
------------- -----------------
Raw materials $ 457,269 $ 210,288
Low value consumables & packaging 320,905 147,000
Work-in-progress 731,998 290,149
Finished goods 4,842,646 1,699,875
----------- -----------
Net inventories $ 6,352,818 $ 2,347,312
=========== ===========
12
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at cost at June 30, 2006 and December 31,
2005 consisted of:
June 30, 2006 December 31, 2005
------------- -----------------
Machinery and equipment $ 11,755,169 $ 6,832,887
Furniture and office equipment 350,249 253,187
Motor vehicles 329,043 281,371
Buildings 12,801,546 5,084,728
------------ -----------
Subtotal 25,236,007 12,452,173
Less: accumulated depreciation (2,597,069) (2,239,325)
------------ -----------
Net property and equipment $ 22,638,938 $10,212,848
============ ===========
Depreciation expense $ 361,958 $ 602,008
7. INTANGIBLE ASSETS
Intangible assets consist of prepaid land use rights. According to the
laws of the PRC, the government owns all of the land in the PRC. Companies or
individuals are authorized to possess and use the land only through land use
rights granted by the PRC government. Accordingly, we paid in advance for
certain land use rights. Prepaid land use rights are being amortized and
recorded as lease expense using the straight-line method over the use terms of
20 to 50 years. Intangible assets at June 30, 2006 and December 31, 2005
consisted of the following:
June 30, 2006 December 31, 2005
------------- -----------------
Land use rights $ 5,617,102 $ 1,840,937
Accumulated amortization (140,235) (87,813)
----------- -----------
$ 5,476,867 $ 1,753,124
=========== ===========
Amortization expense $ 51,605 $ 37,431
8. RELATED PARTY RECEIVABLES
Related party receivables consist of advances made by our company to
the minority interest holders of Henan Zhongpin Industrial Company Limited for
their investment in the registered capital of that entity. The advances are
non-interest bearing and have no fixed repayment terms. Consequently, they are
classified as non-current assets.
9. CONSTRUCTION IN PROGRESS
Construction in progress at June 30, 2006 and December 31, 2005
consisted of:
Completion
or Estimated
Construction Project Completion Date June 30, 2006 December 31, 2005
-------------------- --------------- ------------- -----------------
Industrial plant February 2006 $ 4,871,031 $ 16,931,178
Production line for chilled pork January 2007 3,725,925 -
Land use right of Industrial Park
No.4 land December 2007 217,641 -
----------- ------------
$ 8,814,597 $ 16,931,178
=========== ============
13
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. LOANS PAYABLE
SHORT-TERM LOANS
Short-term loans are due within one year. Of the $12.94 million aggregate
principal amount of short-term loans at June 30, 2006, loans in the principal
amount of $4.00 million were secured by our land and plants located in the PRC
and guaranteed by Henan Zhongpin Industry Co., Ltd. Loans in the principal
amount of $1.29 million were secured by our land and plants located in the PRC
and loans in the aggregate principal amount of $7.63 million were guaranteed by
Henan Zhongpin Industry Co., Ltd. These loans bear interest at prevailing
lending rates in the PRC ranging from 3.0% to 7.0% per annum. At June 30, 2006,
there was approximately $65.71 million in available unused lines of credit.
LONG-TERM LOANS
Our long-term loan bears interest at the rate of 6.0% per annum.
The balances of loans payable at June 30, 2006 and December 31, 2005
were as follows:
June 30, 2006 December 31, 2005
------------- -----------------
Short-Term Loans Payable $ 12,944,619 $ 18,955,853
Long-Term Loans Payable 2,107,165 2,410,119
------------ ------------
$ 15,197,455 $ 21,405,972
============ ============
Long-Term Repayment Schedule
Payments due in 2006 - current portion $ 72,835
Payments due in 2007 - 50% current portion 145,671
Payments due in 2008 145,671
Payments due in 2009 145,671
Payments due in 2010 145,671
Payments due thereafter 1,597,316
-----------
$ 2,252,835
===========
11. COMMITMENTS AND CONTINGENCIES
LEGAL PROCEEDINGS
From time to time, we have disputes that arise in the ordinary course
of our business. At June 30, 2006, there was no material legal proceeding to
which we were a party or to which any of our property was subject that will have
a material adverse effect on our financial condition.
14
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. COMMITMENTS AND CONTINGENCIES (continued)
REGISTRATION RIGHTS AGREEMENT
In connection with the issuance of our Series A convertible preferred
stock and warrants on January 30, 2006, we entered into a registration rights
agreement with certain investors. The agreement requires us to effect the
registration of our common stock issuable upon the conversion of the Series A
convertible preferred stock and the exercise of the warrants. If such
registration was not effective by June 29, 2006, we are required to pay the
investors liquidated damages in an amount equal to 1-1/2% per month times the
amount paid by the investors for the purchase of our Series A convertible
preferred stock and warrants until such registration becomes effective. This
could cost us approximately $414,000 per month until such registration becomes
effective. On June 29, 2006, such registration had not become effective, and in
July 2006 we began to accrue a liability in the amount of $414,000 per month for
this contingency because a loss is reasonably possible and a loss amount can be
reasonably estimated.
12. ALLOWANCES INCOME
"Allowances income" consists of grants from the government of the PRC
for our participation in specific programs, such as import and export, branding,
and city maintenance and construction. We received allowances income as follows:
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2006 2005 2006 2005
---- ---- ---- ----
Allowance income $1,113,661 $5,435 $1,226,845 $44,082
In addition to paying our company for our participation in ongoing
programs, the PRC government has made a cash grant to our company specifically
to fund research and development. We recorded this grant as a liability titled
"Research & development grants payable" on our balance sheet rather than as
revenue. As qualifying research and development costs are incurred, we reduce
the liability rather than recording an expense.
13. FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments" ("SFAS 107") requires entities to disclose
the fair values of financial instruments except when it is not practicable to do
so. Under SFAS No. 107, it is not practicable to make this disclosure when the
costs of formulating the estimated values exceed the benefit when considering
how meaningful the information would be to financial statement users.
As a result of the difficulties presented in the valuation of the loans
payable to related entities/parties because of their related party nature,
estimating the fair value of these financial instruments is not considered
practical. The fair values of all other assets and liabilities do not differ
materially from their carrying amounts. None of the financial instruments held
are derivative financial instruments and none were acquired or held for trading
purposes in the first six months of 2006 or in our 2005 or 2004 fiscal years.
15
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. NEW ACCOUNTING PRONOUNCEMENTS
In February 2006, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments - an
amendment of FASB Statements No. 133 and 140." The statement permits fair value
remeasurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation, clarifies which
interest-only strips are not subject to the requirements of Statement 133,
establishes a requirement to evaluate interests in securitized financial assets
to identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives, and amends Statement 140 to eliminate the prohibition
on a qualifying special-purpose entity from holding a derivative financial
instrument that pertains to a beneficial interest other than another derivative
financial instrument. The Statement is effective for financial instruments
acquired or issued after the beginning of the first fiscal year that begins
after September 15, 2006. We expect the Statement will have no material impact
on our consolidated financial statements.
In February 2006, the FASB issued Staff Position No. FAS 123(R)-4,
"Classification of Options and Similar Instruments Issued as Employee
Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent
Event." This position addresses the classification of options and similar
instruments issued as employee compensation that allow for cash settlement upon
the occurrence of a contingent event, amending paragraphs 32 and A229 of SFAS
No. 123 (revised 2004), "Share-Based Payment." As we have not traditionally paid
compensation through the issuance of equity securities, no impact is expected on
our consolidated financial statements.
In October 2005, the FASB issued Staff Position No. FAS 13-1,
"Accounting for Rental Costs Incurred during a Construction Period." This
position addresses the accounting for rental costs associated with operating
leases that are incurred during a construction period. Management believes this
position has no application to our company.
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections ("SFAS No. 154"), which replaced Accounting Principles Board Opinion
No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in
Interim Financial Statements. SFAS No. 154 changes the requirements for the
accounting for and reporting of a change in accounting principles. It requires
retrospective application to prior periods' financial statements of changes in
accounting principles, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. This statement
is effective for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. The impact on our operations will
depend on future accounting pronouncements or changes in accounting principles.
In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47,
"Accounting for Conditional Asset Retirement Obligations." FIN 47 clarifies that
the term "Conditional Asset Retirement Obligation" as used in FASB Statement No.
143, "Accounting for Asset Retirement Obligations," refers to a legal obligation
to perform an asset retirement activity in which the timing and/or method of
settlement are conditional on a future event that may or may not be within the
control of the entity. Accordingly, an entity is required to recognize a
liability for the fair value of a Conditional Asset Retirement Obligation if the
fair value of the liability can be reasonably estimated. FIN 47 is effective no
later than the end of the first fiscal year ending after December 15, 2005.
Management does not believe the adoption of FIN 47 will have a material effect
on our consolidated financial position, results of operations or cash flows.
16
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. NEW ACCOUNTING PRONOUNCEMENTS (continued)
In November 2004, the FASB issued Statement No. 151, "Inventory Costs."
SFAS No. 151 requires that items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs be recognized as current period
charges and that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities. The
statement is effective for fiscal periods beginning after June 15, 2005. We
believe the application of SFAS No. 151 will have no significant impact on our
consolidated financial statements.
15. PREFERRED STOCK
The principal terms of our Series A convertible preferred stock are as
follows.
DIVIDENDS. The holders of our Series A convertible preferred stock are
entitled to receive, when and as declared by our board of directors, dividends
in such amounts as may be determined by our board of directors from time to time
out of funds legally available therefor. No dividends (other than those payable
solely in common stock) will be paid to the holders of common stock until there
shall have been paid or declared and set apart during that fiscal year for the
holders of our Series A convertible preferred stock a dividend in an amount per
share that the holders would have received for the shares of common stock
issuable upon conversion of their shares of Series A convertible preferred
stock.
PREFERENCE ON LIQUIDATION. In the event of our merger or consolidation
or the sale of all or substantially all of our assets or other liquidation of
our company, holders of our Series A convertible preferred stock shall get a
priority in payment over all other classes of stock. In such event, the Series A
convertible preferred stock would be entitled to receive the greater of (i) the
original purchase price of the Series A convertible preferred stock or (ii) the
amount the holder would get if such holder converted all of such holder's Series
A convertible preferred stock into common stock.
VOTING. The holder of each share of Series A convertible preferred
stock (i) shall be entitled to the number of votes with respect to such share
equal to the number of shares of common stock into which such share of Series A
convertible preferred stock could be converted on the record date for the
subject vote or written consent (or, if there is no such record date, then on
the date that such vote is taken or consent is effective) and (ii) shall be
entitled to notice of any stockholders' meeting in accordance with our by-laws.
APPOINT AND ELECT A DIRECTOR. So long as the number of shares of common
stock issuable upon conversion of the outstanding shares of Series A convertible
preferred stock is greater than 10% of the number of outstanding shares of
common stock (on a fully diluted basis), the holders of record of the shares of
Series A convertible preferred stock, exclusively and as a separate class, shall
be entitled to elect one of our directors.
CONVERSION RIGHT. The holders of Series A convertible preferred stock
may convert each share of Series A convertible preferred stock into common stock
at an initial conversion price of $0.113157 ($4.00 post-split). The conversion
price will be adjusted for stock dividends, stock splits and similar events.
AUTOMATIC CONVERSION. Each share of Series A convertible preferred
stock will automatically be converted into shares of common stock at the
conversion price at the time in effect if (i) we consummate an underwritten
public offering of our common stock giving us at least $30 million in net
proceeds, (ii)(A) the closing price of our common stock equals or exceeds
$0.2828934 ($10.00 post-split) (as
17
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. PREFERRED STOCK (continued)
adjusted) for the twenty (20) consecutive-trading-day period ending within two
(2) days of the date on which we provide notice of such conversion as
hereinafter provided and (B) either a registration statement registering for
resale the shares of common stock issuable upon conversion of the Series A
convertible preferred stock has been declared effective and remains effective
and available for resale for the twenty (20)-day period, or Rule 144(k) under
the Securities Act of 1933, as amended, is available for the resale of such
shares, or (iii) by consent of at least 67% of the then-outstanding shares of
Series A convertible preferred stock.
PROTECTIVE PROVISIONS. So long as at least 1,750,000 shares of Series A
convertible preferred stock are outstanding (subject to adjustment for stock
splits, combinations and the like), the holders of a majority of the outstanding
shares of Series A convertible preferred stock shall be required (in addition to
any consent or approval otherwise required by law) for us to take certain
actions, including (1) the liquidation, dissolution or wind up of our company,
(2) the amendment, alteration or repeal of any provision of our certificate of
incorporation so as to affect the rights, preferences or privileges of the
Series A convertible preferred stock, (3) the creation of a new class of
preferred stock or any increase in the number of shares of Series A convertible
preferred stock that can be issued, or (4) the purchase or redemption, or the
payment or declaration of any dividend or the making of any distribution on, any
securities junior in priority to the Series A convertible preferred stock; or
(5) making any change in the size of our board of directors.
16. SEGMENT REPORTING
We operate in two business segments: pork and pork products, and
vegetables and fruits.
Our pork and pork products segment is involved primarily in the
processing of live market hogs into fresh, frozen and processed pork products.
Our pork and pork products segment markets its products domestically to our
branded stores and to food retailers, foodservice distributors, restaurant
operators and noncommercial foodservice establishments, such as schools, hotel
chains, healthcare facilities, the military and other food processors, as well
as to international markets.
Our vegetables and fruits segment is involved primarily in the
processing of fresh vegetables and fruits. We contract with more than 120 farms
in Henan Province and nearby areas to produce high-quality vegetable varieties
and fruits suitable for export purposes. The proximity of the contracted farms
to our operations ensures freshness from harvest to processing. We contract to
grow more than 20 categories of vegetables and fruits, including asparagus,
sweet corn, broccoli, mushrooms, lima beans and strawberries.
SALES BY SEGMENT
(U.S. DOLLAR IN MILLIONS)
THREE MONTHS THREE MONTHS PERCENTAGE
ENDED ENDED NET CHANGE CHANGE
JUNE 30, 2006 JUNE 30, 2005 2006/2005 2006/2005
------------- ------------- ---------- -----------
Pork and Pork Products........... $30.30 $18.09 $12.21 67%
Vegetables and Fruits............ 1.48 0.50 0.98 196%
------ ------ ------
Total................... $31.78 $18.59 $13.19 71%
====== ====== ======
18
ZHONGPIN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16. SEGMENT REPORTING (continued)
SALES BY SEGMENT
(U.S. DOLLAR IN MILLIONS)
SIX MONTHS SIX MONTHS PERCENTAGE
ENDED ENDED NET CHANGE CHANGE
JUNE 30, 2006 JUNE 30, 2005 2006/2005 2006/2005
------------- ------------- ---------- ----------
Pork and Pork Products........... $60.07 $32.36 $27.71 86%
Vegetables and Fruits............ 2.20 0.64 1.56 244%
------ ------ ------
Total................... $62.27 $33.00 $29.27 89%
====== ====== ======
OPERATING INCOME BY SEGMENT
(U.S. DOLLARS IN MILLIONS)
OPERATING OPERATING
MARGIN MARGIN
THREE MONTHS THREE MONTHS THREE MONTHS THREE MONTHS
ENDED ENDED CHANGE ENDED ENDED
JUNE 30, 2006 JUNE 30, 2005 2006/2005 JUNE 30, 2006 JUNE 30, 2005
------------- ------------- --------- ------------- -------------
Pork and Pork Products....... $2.81 $2.37 $0.44 9.27% 13.10%
Vegetables and Fruits........ 0.18 0.04 0.14 12.16% 8.00%
----- ----- -----
Total............... $2.99 $2.41 $0.58 9.41% 12.96%
===== ===== =====
OPERATING INCOME BY SEGMENT
(U.S. DOLLARS IN MILLIONS)
OPERATING OPERATING
MARGIN MARGIN
SIX MONTHS SIX MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED CHANGE ENDED ENDED
JUNE 30, 2006 JUNE 30, 2005 2006/2005 JUNE 30, 2006 JUNE 30, 2005
------------- ------------- --------- ------------- -------------
Pork and Pork Products....... $5.61 $4.37 $1.24 9.34% 13.50%
Vegetables and Fruits........ 0.25 0.05 0.20 11.36% 7.81%
----- ----- -----
Total............... $5.86 $4.42 $1.44 9.41% 13.39%
===== ===== =====
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
THE STATEMENTS CONTAINED IN THIS REPORT WITH RESPECT TO OUR FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND BUSINESS THAT ARE NOT HISTORICAL FACTS ARE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT"). WE INTEND SUCH FORWARD-LOOKING STATEMENTS
TO BE COVERED BY THE SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS
CONTAINED IN SECTION 21E OF THE EXCHANGE ACT. FORWARD-LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "ESTIMATES,"
"PROJECTS," "PLANS," "BELIEVES," "EXPECTS," "ANTICIPATES," "INTENDS," OR THE
NEGATIVE THEREOF OR OTHER VARIATIONS THEREON, OR BY DISCUSSIONS OF STRATEGY THAT
INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER OF THE
FORWARD-LOOKING STATEMENTS THAT SUCH STATEMENTS, WHICH ARE CONTAINED IN THIS
REPORT, REFLECT OUR CURRENT BELIEFS WITH RESPECT TO FUTURE EVENTS AND INVOLVE
KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS, INCLUDING, BUT NOT
LIMITED TO, ECONOMIC, COMPETITIVE, REGULATORY, TECHNOLOGICAL, KEY EMPLOYEE, AND
GENERAL BUSINESS FACTORS AFFECTING OUR OPERATIONS, MARKETS, GROWTH, SERVICES,
PRODUCTS, LICENSES AND OTHER FACTORS DISCUSSED IN OUR OTHER FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND THAT THESE STATEMENTS ARE ONLY ESTIMATES
OR PREDICTIONS. NO ASSURANCES CAN BE GIVEN REGARDING THE ACHIEVEMENT OF FUTURE
RESULTS, AS ACTUAL RESULTS MAY DIFFER MATERIALLY AS A RESULT OF RISKS FACING OUR
COMPANY, AND ACTUAL EVENTS MAY DIFFER FROM THE ASSUMPTIONS UNDERLYING THE
STATEMENTS THAT HAVE BEEN MADE REGARDING ANTICIPATED EVENTS.
THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS ASSUMPTIONS,
RISKS AND UNCERTAINTIES THAT MAY CAUSE OUR ACTUAL RESULTS TO BE MATERIALLY
DIFFERENT FROM ANY FUTURE RESULTS EXPRESSED OR IMPLIED BY US IN THOSE
STATEMENTS. SOME OF THESE RISKS ARE DESCRIBED IN "RISK FACTORS" IN ITEM 1A OF
OUR ANNUAL REPORT ON FORM 10-K, AS AMENDED, FOR THE TRANSITION PERIOD FROM JUNE
30, 2005 TO DECEMBER 31, 2005.
THESE RISK FACTORS SHOULD BE CONSIDERED IN CONNECTION WITH ANY
SUBSEQUENT WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS THAT WE OR PERSONS ACTING
ON OUR BEHALF MAY ISSUE. ALL WRITTEN AND ORAL FORWARD LOOKING STATEMENTS MADE IN
CONNECTION WITH THIS REPORT THAT ARE ATTRIBUTABLE TO OUR COMPANY OR PERSONS
ACTING ON OUR BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THESE
CAUTIONARY STATEMENTS. GIVEN THESE UNCERTAINTIES, WE CAUTION INVESTORS NOT TO
UNDULY RELY ON OUR FORWARD-LOOKING STATEMENTS. WE DO NOT UNDERTAKE ANY
OBLIGATION TO REVIEW OR CONFIRM ANALYSTS' EXPECTATIONS OR ESTIMATES OR TO
RELEASE PUBLICLY ANY REVISIONS TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT
EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS REPORT OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS. FURTHER, THE INFORMATION ABOUT OUR
INTENTIONS CONTAINED IN THIS REPORT IS A STATEMENT OF OUR INTENTION AS OF THE
DATE OF THIS REPORT AND IS BASED UPON, AMONG OTHER THINGS, THE EXISTING
REGULATORY ENVIRONMENT, INDUSTRY CONDITIONS, MARKET CONDITIONS AND PRICES, THE
ECONOMY IN GENERAL AND OUR ASSUMPTIONS AS OF SUCH DATE. WE MAY CHANGE OUR
INTENTIONS, AT ANY TIME AND WITHOUT NOTICE, BASED UPON ANY CHANGES IN SUCH
FACTORS, IN OUR ASSUMPTIONS OR OTHERWISE.
GENERAL
During the period from March 31, 2005 to January 30, 2006, we did not
generate any significant revenue, and accumulated no significant assets, as we
explored various business opportunities. On January 30, 2006, in exchange for a
controlling interest in our publicly-held "shell" corporation, we acquired all
of the issued and outstanding capital stock of Falcon Link Investment Limited
("Falcon Link"). This transaction is commonly referred to as a "reverse
acquisition." For financial reporting purposes, Falcon Link was considered the
acquirer in such transaction. As a result, our historical financial statements
for all periods prior to January 30, 2006 included in this Report are those of
Falcon Link.
20
We are principally engaged in the meat and food processing business in
The People's Republic of China (the "PRC"). Currently, we have five processing
plants located in Henan Province in the PRC, with a total of seven production
lines. Our current total production capacity for chilled pork and frozen pork is
345 metric tons per day, based on an 8-hour working day, or approximately
132,000 metric tons on an annual basis. We began construction of a third
fully-dedicated case-ready plant in Zhongpin Industrial Park in fiscal 2005.
This plant was put into production on February 23, 2006. On a daily
8-working-hour basis, an average of 2,000 pigs (approximately 145 metric tons)
are butchered and processed at this location. We expect to increase the meat
processing capacity at this plant by 60,000 metric tons on an annual basis. We
also have production capacity for prepared meats of 40 metric tons per 8-hour
day (or approximately 14,400 metric tons on an annual basis) and for fruits and
vegetables of 35 metric tons per 8-hour day (or approximately 12,600 metric tons
on an annual basis). We utilize state-of-the-art equipment in all of our
abattoirs and processing facilities.
On June 7, 2006, our subsidiary, Henan Zhongpin Food Share Co. Limited,
formed a wholly-owned subsidiary, Zhumadian Zhongpin Food Limited, through which
we plan to invest approximately $14 million to construct a new production
facility in southern Henan Province that will be designed with a production
capacity for chilled or frozen pork of 200 metric tons per 8-hour working day,
or approximately 72,000 metric tons on an annual basis. We plan to put this new
plant into production in the first quarter of fiscal 2007.
Our products are sold under the "Zhongpin" and "Shengpin" brand names.
Our customers include over 11 international or domestic fast food companies in
the PRC, over 31 export-registered processing factories and over 1,360 school
cafeterias, factory canteens, army posts and national departments. We also sell
directly to approximately 2,300 retail outlets, including supermarkets, within
the PRC.
Since 2001, we have been one of the "leading agricultural industrial
enterprises" in the PRC and are currently ranked sixth overall, in terms of
revenue, in the national meat industry. During the past five years, our growth
rate has exceeded 50% percent in terms of both revenues and net profits. We have
established distribution networks in more than 24 provinces in the North, East,
South and South Midland of the PRC, and also have formed strategic partnerships
with leading supermarket chains and the catering industry in the PRC. In
addition, we export products to the European Union, Southeast Asia and Russia.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of
operations are based on our consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses. We evaluate, on an on-going basis, our estimates for reasonableness as
changes occur in our business environment. We base our estimates on experience,
the use of independent third-party specialists, and various other assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.
21
Critical accounting policies are defined as those that are reflective
of significant judgments, estimates and uncertainties, and potentially result in
materially different results under different assumptions and conditions.
Management believes the following are our critical accounting policies:
ACCOUNTS RECEIVABLE. We state accounts receivable at cost, net of
allowance for doubtful accounts. Based on our past experience and current
practice in the PRC, management provides for an allowance for doubtful accounts
equivalent to those accounts that are not collected within one year plus 5% of
receivables less than one year old. As of June 30, 2006, we were successful in
collecting approximately $50 million, or approximately 66%, of doubtful accounts
that were outstanding at December 31, 2005 for longer than one year. It is
management's belief that the current bad debt allowance adequately reflects an
appropriate estimate based on management's judgment.
INVENTORY VALUATION. We value our pork inventories at the lower of
cost, determined on a weighted average basis, or market price. When the
carcasses are disassembled and transferred from primary processing to various
manufacturing departments, we adjust the net realizable value for product
specifications and further processing, which becomes the basis for calculating
inventory values. In addition, substantially all inventory expenses, packaging
and supplies are valued by the weighted average method.
GOODWILL AND OTHER INTANGIBLES. Our identifiable intangible assets are
amortized over their useful life, unless the useful life is determined to be
indefinite. The useful life of an identifiable intangible asset is based on an
analysis of several factors, including contractual, regulatory or legal
obligations, demand, competition and industry trends. Goodwill and
indefinite-lived intangible assets are not amortized, but are tested annually
for impairment.
Our goodwill impairment test is a two-step process. First, the fair
value of each reporting unit is compared with the carrying amount of the
reporting unit, including goodwill. The estimated fair value of the reporting
unit is determined on the basis of discounted cash flow. If the carrying value
exceeds fair value of the reporting unit, then a second step must be completed
in order to determine the amount of goodwill impairment that should be recorded.
In the second step, the implied fair value of the reporting unit's goodwill is
determined by allocating the reporting unit's fair value to all of its assets
and liabilities other than goodwill in a manner similar to a purchase price
allocation. The resulting implied fair value of the goodwill that results from
the application of this second step is then compared to the carrying amount of
the goodwill and an impairment charge is recorded for the difference. Annual
impairment testing for indefinite-lived intangible assets compares the fair
value and carrying value of the intangible. The fair value of indefinite-lived
intangible assets is determined on the basis of discounted cash flows. If the
carrying value exceeds fair value, the indefinite-lived intangible asset is
considered impaired and an impairment charge is recorded for the difference.
Intangible assts that are subject to amortization are evaluated for impairment
using a process similar to that used to evaluate elements of long-lived assets.
The assumptions used in the estimate of fair value are consistent with
historical performance and the estimates and assumptions used in determining
future profit plans for each reporting unit. We review product growth patterns,
market share information, industry trends, changes in distribution channels and
economic indicators in determining the estimates and assumptions used to develop
cash flow and profit plan assumptions.
INCOME TAXES. We account for income taxes in accordance with Statement
of Financial Accounting Standard No. 109, "Accounting for Income Taxes." We
compute our provision for income taxes based on the statutory tax rates and tax
planning opportunities available to us in the PRC. Significant judgment is
required in evaluating our tax positions and determining our annual tax
position.
22
RESULTS OF OPERATIONS
In fiscal 2006, we intend to continue to focus on the implementation of
our strategic plan to continue the growth we have experienced in the last four
years. As discussed above, we have completed the construction of a new,
fresh-chilled and frozen meat processing facility in Zhongpin Industrial Park II
and are expanding its capability in temperature-controlled, physical logistic
systems. On January 30, 2006, we received gross proceeds of $27.6 million from
the sale of our Series A convertible preferred stock and warrants. We expect to
continue to expand our capital base, to scale up operations and to develop new
markets, streamline supply chain management, invest in training and human
resources development and accelerate revenue and profit growth.
In fiscal 2006, we expect the results of the pork and pork products
segment of our business to remain strong. We currently expect our raw material
supply to be ample and we anticipate strong demand for pork products throughout
fiscal 2006. We anticipate operating income will be slightly impacted in fiscal
2006 by higher energy costs. We also believe the prepared food and vegetables
and fruits segment of our business will achieve accelerated growth. We
anticipate increasing market share in the meat and meat products segment of our
business in target markets in fiscal 2006.
23
The following table sets forth, for the periods indicated, certain
statement of operations data.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ -------------------------
2006 2005 2006 2005
-------- -------- -------- --------
(U.S. dollars in thousands)
Revenues:
Sales revenues........................ $ 31,777 $ 18,591 $ 62,271 $ 32,996
Cost of sales......................... 27,053 15,574 52,967 27,383
-------- -------- -------- --------
Gross profit..................... 4,724 3,017 9,304 5,613
Operating expenses:
General and administrative expenses... 1,023 277 1,922 500
Operating expenses.................... 716 327 1,520 693
------ ------- ------ -------
Total operating expenses......... 1,739 604 3,442 1,193
-------- -------- -------- --------
Income from operations.................. 2,985 2,413 5,862 4,420
Other income (expense):
Interest income....................... 150 40 245 89
Other income.......................... 24 (18) 36 (3)
Allowance income...................... 1,114 5 1,227 44
Exchange gain (loss)............... 4 (31) 18 (42)
Interest expense................... (228) (458) (608) (808)
-------- -------- -------- --------
Total other income (expense).... 1,064 (462) 918 (721)
-------- -------- -------- --------
Net income before taxes................. 4,009 1,951 6,780 3,700
Provision for income taxes............ 172 123 317 123
-------- -------- -------- --------
Net income after taxes.................. 3,877 1,828 6,463 3,577
Minority interest in gain (loss)...... 8 7 19 19
-------- -------- -------- --------
Net income.............................. 3,869 1,821 6,444 3,558
Foreign currency translation adjustment
124 - 265 -
-------- -------- -------- --------
Comprehensive income.................... $ 3,993 $ 1,821 $ 6,709 $ 3,558
======== ======== ======== ========
24
COMPARISON OF THREE MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005
REVENUE. Total revenue increased by $13.19 million, or approximately
71%, for the three months ended June 30, 2006, from $18.59 million for the three
months ended June 30, 2005 to $31.78 million for the three months ended June 30,
2006. The increase in revenues was primarily due to increased sales in our meat
and meat products segment resulting from the effects of the continued increase
in the amount of branded stores sales and increased sales to restaurants and
non-commercial customers. During the second quarter in 2006, 37 new "branded"
retail stores were opened and we expanded our marketing and sales efforts to
include six additional second-tier cities and 13 additional third-tier cities
domestically.
During the three months ended June 30, 2006, revenues from sales to
branded stores increased to $15.6 million, which represented an increase of $6.7
million, or approximately 75%, as compared to the three months ended June 30,
2005. During the three months ended June 30, 2006, revenues from sales to food
service distributors increased to $4.8 million, which represented an increase of
$1.7 million, or approximately 55%, as compared to the three months ended June
30, 2005. During the three months ended June 30, 2006, revenues from sales to
restaurants and non-commercial customers increased to $8.8 million, which
represented an increase of $4.1 million, or approximately 87%, as compared to
the three months ended June 30, 2005. During the three months ended June 30,
2006, revenues from export sales increased to $2.5 million, which represented an
increase of $0.6 million, or approximately 32%.
COST OF SALES. Cost of sales increased by $11.48 million, or
approximately 74%, for the three months ended June 30, 2006, from $15.57 million
for the three months ended June 30, 2005 to $27.05 million for the three months
ended June 30, 2006. As a percentage of revenue, total cost of sales increased
approximately 1% from approximately 84% for the three months ended June 30, 2005
to approximately 85% in the quarter ended June 30, 2006. The increase in cost of
sales was primarily due to an increase in the cost of raw materials.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased by $0.74 million, or approximately 264%, for the three months
ended June 30, 2006, from $0.28 million for the three months ended June 30, 2005
to $1.02 million for the three months ended June 30, 2006. As a percentage of
revenues, general and administrative expenses increased from 1.49% for the three
months ended June 30, 2005 to 3.22% for the three months ended June 30, 2006.
The increase in general and administrative expenses was primarily the result of
the overall expansion of our operations and the additional expenses we are now
incurring as a publicly-traded company that is reporting under the U.S. federal
securities laws. During the second quarter of 2006, we incurred $0.44 million of
legal, accounting and consulting fees and other expenses relating primarily to
our registration under the U.S. federal securities laws of certain outstanding
shares for resale in the public markets and our periodic reporting obligations
under the U.S. federal securities laws. In addition, during such period, our
management compensation expense increased $0.14 million as compared to the
comparable 2005 period primarily due to the addition of senior executives and
technical experts to our management team.
OPERATING EXPENSES. Operating expenses increased by $0.39 million, or
approximately 119%, for the three months ended June 30, 2006, from $0.33 million
for the three months ended June 30, 2005 to $0.72 million for the three months
ended June 30, 2006. As a percentage of revenue, operating expenses increased
from 1.76% for the three months ended June 30, 2005 to 2.25% for the three
months ended June 30, 2006. The increase in operating expenses was primarily the
result of increased transportation expenses of $0.32 million due to the
increased price of gasoline and an increase of $0.11 million in compensation
expenses within our sales department.
INTEREST EXPENSE. Interest expense decreased by $0.23 million, or
approximately 50%, during the three months ended June 30, 2006, from $0.46
million for the three months ended June 30, 2005 to $0.23
25
million for the three months ended June 30, 2006. The decrease in interest
expense was primarily a result of having adequate cash flow from the equity
private placement we consummated in the first quarter of 2006, which enabled us
to pay back and reduce our higher-interest-bearing bank loans. During the three
months ended June 30, 2006, our weighted average bank debt outstanding decreased
by approximately $9.08 million, from $24.28 million for the three months ended
June 30, 2005 to $15.20 million for the three months ended June 30, 2006. Our
overall weighted average borrowing rate decreased from 7.56% in the second
quarter of fiscal 2005 to 6.00% in the second quarter of fiscal 2006.
INTEREST INCOME, ALLOWANCE INCOME, OTHER INCOME AND EXCHANGE GAIN
(LOSS). Interest income, allowances income, other income and exchange gain
(loss) increased by $1.30 million during the three months ended June 30, 2006,
from an expense of $4,000 for the three months ended June 30, 2005 to $1.29
million for the three months ended June 30, 2006, primarily due to an increase
of $1.11 million in allowance income and an increase of $0.12 million in
interest income during the 2006 period. The cash grant in the amount of $2.23
million we received from the Chinese central government for the construction of
a pork production line in Zhongpin Industrial Park II was recorded as a
long-term liability in the fiscal 2005 period. When the construction was partly
completed and the facility was placed into operation during the second quarter
of 2006, the liability was reduced by $1.12 million, which was recorded as
allowance income.
INCOME TAXES. The effective tax rate in the PRC on income generated
from the sale of prepared products is 33% and there is no income tax on income
generated from the sale of raw products. The increase of $0.05 million in the
provision for income taxes for the three months ended June 30, 2006 over the
three months ended June 30, 2005 resulted from an increase of $0.15 million in
our income from the sale of prepared products for the three months ended June
30, 2006.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005
REVENUE. Total revenue increased by $29.27 million, or approximately
89%, for the six months ended June 30, 2006, from $33.00 million for the six
months ended June 30, 2005 to $62.27 million for the six months ended June 30,
2006. The increase in revenues was primarily due to increased sales in our meat
and meat products segment resulting from the effects of the continued increase
in the amount of branded stores sales and increased sales to restaurants and
non-commercial customers. During the first six months of 2006, 197 new "branded"
retail stores were opened and we expanded our marketing and sales efforts to
include 15 additional second-tier cities and 63 additional third-tier cities
domestically.
During the six months ended June 30, 2006, revenues from sales to
branded stores increased to $30.5 million, which represented an increase of
$14.7 million, or approximately 93%, as compared to the six months ended June
30, 2005. During the six months ended June 30, 2006, revenues from sales to food
service distributors increased to $9.8 million, which represented an increase of
$4.3 million, or approximately 78%, as compared to the six months ended June 30,
2005. During the six months ended June 30, 2006, revenues from sales to
restaurants and non-commercial customers increased to $16.5 million, which
represented an increase of $8.2 million, or approximately 99%, as compared to
the six months ended June 30, 2005. During the six months ended June 30, 2006,
revenues from export sales increased to $5.5 million, which represented an
increase of $2.1 million, or approximately 62%, as compared to the six months
ended June 30, 2005.
COST OF SALES. Cost of sales increased by $25.59 million, or
approximately 93%, for the six months ended June 33, 2006, from $27.38 million
for the six months ended June 30, 2005 to $52.97 million for the six months
ended June 30, 2006. As a percentage of revenue, total cost of sales increased
approximately 2% from approximately 83% for the six months ended June 30, 2005
to approximately 85% for the six months ended June 30, 2006. The increase in
cost of sales was primarily due to an
26
increase in raw material costs for the six months ended June 30, 2006 as
compared to the six months ended June 30, 2005.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased by $1.42 million, or approximately 284%, for the six months
ended June 30, 2006, from $0.50 million for the six months ended June 30, 2005
to $1.92 million for the six months ended June 30, 2006. As a percentage of
revenues, general and administrative expenses increased from 1.52% for the six
months ended June 30, 2005 to 3.09% for the six months ended June 30, 2006. As
discussed above, the increase in general and administrative expenses was
primarily the result of an increase of $0.64 million in legal and accounting
fees and other expenses relating to our private placement of equity securities,
our reverse acquisition of a controlling interest in a publicly-held "shell"
company and our on-going public reporting obligations under the U.S. Federal
securities laws. In addition, during the 2006 period, we incurred $0.52 million
of additional management compensation expense due to the addition of senior
executives and technical experts to our management team.
OPERATING EXPENSES. Operating expenses increased by 0.83 million, or
approximately 120%, for the six months ended June 30, 2006, from $0.69 million
for the six months ended June 30, 2005 to $1.52 million for the six months ended
June 30, 2006. As a percentage of revenue, operating expenses increased from
2.10% for the six months ended June 30, 2005 to 2.44% for the six months ended
June 30, 2006. The increase in operating expenses was primarily the result of
additional compensation expenses in the amount of $0.38 million we incurred in
our sales department and additional transportation expenses in the amount of
$0.36 million we incurred due to our increased sales, the expansion of our
distribution network and the increased price of gasoline.
INTEREST EXPENSE. Interest expense decreased by $0.20 million, or
approximately 25%, during the six months ended June 30, 2006, from $0.81 million
for the six months ended June 30, 2005 to $0.61 million for the six months ended
June 30, 2006. At June 30, 2006, total bank debt had declined by approximately
$0.79 million from the amount of bank debt that existed at December 31, 2005.
The average debt outstanding was approximately $17.47 million for the six months
ended June 30, 2006 and $22.10 million for the six months ended June 30, 2005.
Our overall weighted average borrowing rate decreased from 7.32% in the six
months ended June 30, 2005 to 6.96% in the six months ended June 30, 2006.
INTEREST INCOME, ALLOWANCE INCOME, OTHER INCOME AND EXCHANGE GAIN
(LOSS). Interest income, allowances income, other income and exchange gain
(loss) increased by $1.44 million, or approximately 1,539%, for the six months
ended June 30, 2006, from $0.09 million for the six months ended June 30, 2005
to $1.53 million for the six months ended June 30, 2006. The increase was
primarily the result of an increase of $1.18 million in allowance income and an
increase of $0.16 million in interest income. In addition, as discussed above,
$1.12 million of the $2.23 million cash grant we received from the Chinese
central government for the construction of an additional pork production line
was recharacterized from a long-term liability to allowance income when the
production line was partially completed and placed into operation during the
second quarter of 2006.
INCOME TAXES. The effective tax rate in the PRC on income generated
from the sale of prepared products is 33% and there is no income tax on income
generated from the sale of raw products including raw meat products and raw
fruits and vegetable products. The increase of $0.19 million in the provision
for income taxes for the six months ended June 30, 2006 over the six months
ended June 30, 2005 resulted from an increase of $0.59 million in our income
from the sale of prepared products during the 2006 period.
27
SEGMENT INFORMATION
We operate in two business segments: pork and pork products, and
vegetables and fruits.
Our pork and pork products segment is involved primarily in the
processing of live market hogs into fresh, frozen and processed pork products.
Our pork and pork products segment markets its products domestically to our
branded stores, food retailers, foodservice distributors, restaurant operators
and noncommercial foodservice establishments, such as schools, hotel chains,
healthcare facilities, the military and other food processors, as well as to
international markets.
Our vegetables and fruits segment is involved primarily in the
processing of fresh vegetables and fruits. We contract with more than 120 farms
in Henan Province and nearby areas to produce high-quality vegetable varieties
and fruits suitable for export purposes. The proximity of the contracted farms
to our operations ensures freshness from harvest to processing. We contract to
grow more than 20 categories of vegetables and fruits, including asparagus,
sweet corn, broccoli, mushrooms, lima beans and strawberries.
The following tables set forth our revenues, sales in metric tons,
operating income and production processed in metric tons by segment for the
three months ended June 30, 2006 and 2005 and the six months ended June 30, 2006
and 2005, and the percentage increases for each segment between fiscal periods.
The data for the three-month and six-month periods ended June 30, 2006 are not
necessarily indicative of the results to be expected for the entire year, for
any other interim period or for any future year.
SALES BY SEGMENT
(U.S. DOLLARS IN MILLIONS)
THREE MONTHS THREE MONTHS PERCENTAGE
ENDED ENDED NET CHANGE CHANGE
JUNE 30, 2006 JUNE 30, 2005 2006/2005 2006/2005
------------- ------------- ---------- ----------
Pork and Pork Products........... $ 30.30 $ 18.09 $ 12.21 67%
Vegetables and Fruits............ 1.48 0.50 0.98 196%
------- ------- -------
Total................... $ 31.78 $ 18.59 $ 13.19 71%
======= ======= =======
SALES BY SEGMENT
(U.S. DOLLARS IN MILLIONS)
SIX MONTHS SIX MONTHS PERCENTAGE
ENDED ENDED NET CHANGE CHANGE
JUNE 30, 2006 JUNE 30, 2005 2006/2005 2006/2005
------------- ------------- ---------- ----------
Pork and Pork Products........... $ 60.07 $ 32.36 $ 27.71 86%
Vegetables and Fruits............ 2.20 0.64 1.56 244%
------- ------- -------
Total................... $ 62.27 $ 33.00 $ 29.27 89%
======= ======= =======
28
SALES BY SEGMENT
(IN METRIC TONS)
THREE MONTHS THREE MONTHS PERCENTAGE
ENDED ENDED NET CHANGE CHANGE
JUNE 30, 2006 JUNE 30, 2005 2006/2005 2006/2005
------------- ------------- ---------- ----------
Pork and Pork Products........... 25,767 16,687 9,080 54%
Vegetables and Fruits............ 1,450 552 898 163%
------ ------
Total................... 27,217 17,239
====== ======
SALES BY SEGMENT
(IN METRIC TONS)
SIX MONTHS SIX MONTHS PERCENTAGE
ENDED ENDED NET CHANGE CHANGE
JUNE 30, 2006 JUNE 30, 2005 2006/2005 2006/2005
------------- ------------- ---------- ----------
Pork and Pork Products........... 52,184 30,645 21,539 70%
Vegetables and Fruits............ 2,471 857 1,614 188%
------ ------
Total................... 54,655 31,502
====== ======
OPERATING INCOME BY SEGMENT
(U.S. DOLLARS IN MILLIONS)
OPERATING OPERATING
MARGIN MARGIN
THREE MONTHS THREE MONTHS NET THREE MONTHS THREE MONTHS
ENDED ENDED CHANGE ENDED ENDED
JUNE 30, 2006 JUNE 30, 2005 2006/2005 JUNE 30, 2006 JUNE 30, 2005
------------- ------------- --------- ------------- -------------
Pork and Pork Products....... $ 2.81 $ 2.37 $ 0.44 9.27% 13.10%
Vegetables and Fruits........ 0.18 0.04 0.14 12.16% 8.00%
------ ------ ------
Total............... $ 2.99 $ 2.41 $ 0.58 9.41% 12.96%
====== ====== ======
OPERATING INCOME BY SEGMENT
(U.S. DOLLARS IN MILLIONS)
OPERATING OPERATING
MARGIN MARGIN
SIX MONTHS SIX MONTHS NET SIX MONTHS SIX MONTHS
ENDED ENDED CHANGE ENDED ENDED
JUNE 30, 2005 JUNE 30, 2005 2006/2005 JUNE 30, 2006 JUNE 30, 2005
------------- ------------- --------- ------------- -------------
Pork and Pork Products....... $ 5.61 $ 4.37 $ 1.24 9.34% 13.50%
Vegetables and Fruits........ 0.25 0.05 0.20 11.36% 7.81%
------ ------ ------
Total............... $ 5.86 $ 4.42 $ 1.44 9.41% 13.39%
====== ====== ======
29
PRODUCTION PROCESSED BY SEGMENT
(IN METRIC TONS)
THREE MONTHS THREE MONTHS PERCENTAGE
ENDED ENDED NET CHANGE CHANGE
JUNE 30, 2006 JUNE 30, 2005 2006/2005 2006/2005
------------- ------------- ---------- ----------
Pork and Pork Products........... 27,049 16,822 10,227 61%
Vegetables and Fruits............ 1,135 485 650 134%
------ ------
Total................... 28,184 17,307
====== ======
PRODUCTION PROCESSED BY SEGMENT
(IN METRIC TONS)
SIX MONTHS SIX MONTHS PERCENTAGE
ENDED ENDED NET CHANGE CHANGE
JUNE 30, 2006 JUNE 30, 2005 2006/2005 2006/2005
------------- ------------- ---------- ----------
Pork and Pork Products........... 55,036 30,775 24,261 79%
Vegetables and Fruits............ 2,872 737 2,135 290%
------ ------
Total................... 57,908 31,512
====== ======
ADDITIONAL OPERATING DATA
In assessing our existing operations and planning our future growth and
the development of our business, management considers, among other factors, our
revenue growth and growth in sales volume by market segment, as well as our
sales by distribution channel and geographic market coverage.
The following table sets forth our revenues by sales channel for the
three months ended June 30, 2006 and 2005 and the six months ended June 30, 2006
and 2005.
SALES BY DISTRIBUTION CHANNEL
(U.S. DOLLARS IN MILLIONS)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
-------------------------------------------- ------------------------------------------
DISTRIBUTION CHANNEL 2006 2005 2006 2005
-------------------- ---------------------- -------------------- ------------------- ---------------------
Amount Percent Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ ------- ------ -------
Branded stores............... $ 15.6 49.2% $ 8.9 48.0% $ 30.5 48.9% $ 15.8 48.0%
Food services distributors... 4.8 15.2 3.1 16.8 9.8 15.7 5.5 16.8
Restaurants and non-
commercial................ 8.8 27.6 4.7 25.0 16.5 26.6 8.3 25.0
Export....................... 2.5 8.0 1.9 10.2 5.5 8.8 3.4 10.2
------ ----- ------ ----- ------ ----- ------ -----
Total................... $ 31.7 100.0% $ 18.6 100.0% $ 62.3 100.0% $ 33.0 100.0%
====== ===== ====== ===== ====== ===== ====== =====
The following table sets forth information with respect to the average
number of products offered by our company, the average number of stores in our
retail network and the number of provinces and cities in the PRC in which we
offered and sold our products for each of the three years ended December 31,
2003, 2004 and 2005 and the three- and six-month periods ended June 30, 2006.
30
YEAR ENDED DECEMBER 31,
------------------------------- THREE MONTHS ENDED SIX MONTHS ENDED
2003 2004 2005 JUNE 30, 2006 JUNE 30, 2006
---- ---- ---- ------------------ ----------------
No. of products..................... 107 125 168 189 196
No. of retail stores................ 712 978 2,100 2,260 2,297
Expansion of Market Coverage
No. of Provinces................. 21 23 24 24 24
No. of first-tier cities......... 21 23 24 24 24
No. of second-tier cities........ 32 36 49 58 64
No. of third-tier cities......... 85 109 142 192 205
LIQUIDITY AND CAPITAL RESOURCES
We financed our operations over the six months ended June 30, 2006
primarily through cash from an equity financing and borrowings under our lines
of credit with various lending banks in the PRC. In January 2006, we completed a
private placement of our Series A convertible preferred stock and common stock
purchase warrants and received net proceeds of approximately $23.11 million. At
June 30, 2006, we had cash and cash equivalents of $14.52 million, an increase
of approximately $4.38 million and $1.07 million compared to the balances of
cash and cash equivalents at December 31, 2005 and June 30, 2005, respectively.
Net cash provided by (used in) operating activities was ($3.74) million
in the six months ended June 30, 2006. Net cash provided by operating activities
in the six months ended June 30, 2006 consisted primarily of net profit of $6.44
million due to increased revenue. Net cash used in operating activities for the
six months ended June 30, 2006 was primarily attributable to an increase of
$4.10 million in accounts receivable, which consisted of an increase of $5.54
million in accounts receivable due to increased sales and a reduction of $1.43
million in other accounts receivable, and an increase of $4.01 million in
inventory due to increased sales. During the first half of 2006, management
focused on reducing the average age of our accounts receivable and increasing
the rate at which we turn our inventory. Our average accounts receivable
turnover decreased from approximately 45 days during the six months ended June
30, 2005 to approximately 36 days during the six months ended June 30, 2006. In
addition, our average inventory turnover rate decreased from approximately 23
days during the 2005 period to approximately 14 days during the 2006 period.
Net cash used in investing activities was $8.44 million in the six
months ended June 30, 2006. In the six months ended June 30, 2006, construction
in progress in the amount of $8.12 million for the construction of Zhongpin
Industrial Park II was completed and transferred to fixed assets. During the six
months ended June 30, 2006, we expended $4.67 million for the purchase of fixed
assets. In addition, we expended $3.78 million for an investment in land use
rights during the first six months of 2006.
Net cash provided by financing activities was $16.28 million in the six
months ended June 30, 2006. In the six months ended June 30, 2006, cash provided
by financing activities included net proceeds from the issuance of Series A
convertible preferred stock and common stock purchase warrants of $23.11
million, and the net cash used in financing activities included the repayment of
short-term indebtedness in the aggregate amount of $6.05 million and the
repayment of bank overdrafts of $0.62 million.
At June 30, 2006, Henan Zhongpin had short-term bank and governmental
loans in the aggregate amount of $12.94 million with an average interest rate
per annum of 6.96%, and lines of credit with aggregate credit availability of
$78.63 million, as follows:
31
MAXIMUM
CREDIT AMOUNT INTEREST
BANK AVAILABILITY BORROWED RATE MATURITY DATE
- ---- ------------ -------- ---- -------------
Agriculture Bank of China.................... $ 18,722,000 $ 750,413 6.70% 8/1/2006
800,440 3.00 9/29/2006
1,138,126 6.70 12/11/2006
187,603 6.70 12/29/2006
500,275 6.70 12/30/2006
787,933 7.02 4/27/2007
Industrial and Commercial Bank of China...... 6,241,000 1,876,032 5.85% 3/30/2007
1,250,688 6.14 4/30/2007
1,876,032 5.85 5/24/2007
-
Bank of China................................ 7,489,000 625,344 6.70% 7/15/2006
China Construction Bank...................... 11,233,000 625,344 6.42% 12/22/2006
625,344 6.42 12/23/2006
625,344 6.42 1/16/2007
Agriculture Development Bank of China........ 14,978,000 -
Shanghai Pudong Development Bank of China.... 3,744,000 -
CITIC Industrial Bank........................ 6,241,000 -
Commercial Bank of China..................... 6,241,000 -
Guangdong Development Bank................... 3,744,000 1,250,688 6.14% 9/16/2006
City Finance -short-term..................... - 25,013 0.00% 4/1/2007
------------ ------------
Total...................... $ 78,633,000 $ 12,944,619
============ ============
Canadian Government Transfer Loan............ 1,853,275 * 5/15/2043
City Finance................................. 253,890 0.00% None
- ---------------
* 58% of the principal amount of this loan bears interest at the rate of 6.02%
per annum and the remaining principal amount of this loan is interest free.
All repayments are applied first to the interest-bearing portion of this
loan.
Of our outstanding short-term indebtedness at June 30, 2006, $3.24
million aggregate principal amount of loans was secured by our land and
production facilities located in the PRC.
We believe our existing cash and cash equivalents and our available
lines of credit, which totaled approximately $78.63 million at June 30, 2006,
will be sufficient to finance our operating requirements and anticipated capital
expenditures of approximately $13.09 million over the next 12 months.
32
CONTRACTUAL COMMITMENTS
The following table summarizes our contractual obligations at June 30,
2006 and the effect those obligations are expected to have on our liquidity and
cash flow in future periods.
PAYMENTS DUE BY PERIOD
(U.S. DOLLARS IN THOUSANDS)
LESS THAN MORE THAN
CONTRACTUAL OBLIGATIONS TOTAL 1 YEAR 1-3 YEARS 3-5 YEARS 5 YEARS
- ----------------------- ----- ------ --------- --------- -------
Long-Term Debt Obligations............... $ 2,254 $ 219 $ 292 $ 292 $ 1,451
Capital Lease Obligations................ - - - - -
Operating Lease Obligations.............. - - - - -
Purchase Obligations..................... - - - - -
Other Obligations........................ - - - - -
------- ----- ----- ----- -------
Total........................... $ 2,254 $ 219 $ 292 $ 292 $ 1,451
======= ===== ===== ===== =======
INFLATION AND SEASONALITY
While demand for our products, in general, is relatively high before
the Chinese New Year in January or February each year and lower thereafter, we
do not believe our operations have been materially affected by inflation or
seasonality.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK. We may be exposed to changes in financial market
conditions in the normal course of business. Market risk generally represents
the risk that losses may occur as a result of movements in interest rates and
equity prices. We currently do not use financial instruments in the normal
course of business that are subject to changes in financial market conditions.
CURRENCY FLUCTUATIONS AND FOREIGN CURRENCY RISK. Substantially all of
our operations are conducted in the PRC, with the exception of our export
business and limited overseas purchases of raw materials. Most of our sales and
purchases are conducted within the PRC in Chinese Renminbi, which is the
official currency of the PRC. As a result, the effect of the fluctuations of
exchange rates is considered minimal to our business operations.
Substantially all of our revenues and expenses are denominated in
Renminbi. However, we use the United States dollar for financial reporting
purposes. Conversion of Renminbi into foreign currencies is regulated by the
People's Bank of China through a unified floating exchange rate system. Although
the PRC government has stated its intention to support the value of the
Renminbi, there can be no assurance that such exchange rate will not again
become volatile or that the Renminbi will not devalue significantly against the
U.S. dollar. Exchange rate fluctuations may adversely affect the value, in U.S.
dollar terms, of our net assets and income derived from our operations in the
PRC.
INTEREST RATE RISK. We do not have significant interest rate risk, as
our debt obligations are primarily short-term in nature, with fixed interest
rates.
33
CREDIT RISK. We have not experienced significant credit risk, as most
of our customers are long-term customers with superior payment records. Our
receivables are monitored regularly by our credit managers.
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES. Our management, with the
participation our chief executive officer and chief financial officer, has
evaluated the effectiveness of our disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
the end of the period covered by this report. Based on such evaluation, our
chief executive officer and chief financial officer have concluded that, as of
the end of such period, our disclosure controls and procedures are effective in
recording, processing, summarizing and reporting, on a timely basis, information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act.
INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not been any
changes in our internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
34
ZHONGPIN INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
During the three months ended June 30, 2006, there were no material
changes to the risk factors previously disclosed in our Annual Report on Form
10-K, as amended, for the transition period from June 30, 2005 to December 31,
2005.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) None.
(b) Not Applicable.
(c) None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
(a) None.
(b) None.
ITEM 6. EXHIBITS
The exhibits required by this item are set forth on the Exhibit Index
attached hereto.
35
ZHONGPIN INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, we
have duly caused this report to be signed on our behalf by the undersigned
thereunto duly authorized.
ZHONGPIN INC.
(Company)
Date: August 10, 2006
By: /s/ Xianfu Zhu
------------------------------
Xianfu Zhu
Chief Executive Officer
By: /s/ Yuanmei Ma
------------------------------
Yuanmei Ma
Chief Financial Officer
36
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
- ----------- ----------------------------------------------------------------
31.1* Certification of our Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of our Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of our Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of our Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
* filed herewith
37