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 September 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.
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(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
incorporation or organization) 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 ___ Accelerated 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 November 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 nine months ended
September 30, 2006 and 2005.................................................... 3
Consolidated Statement of Changes in Stockholders' Equity (unaudited)
for the nine months ended September 30, 2006................................... 4
Consolidated Statements of Cash Flows (unaudited) for the nine months
ended September 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...................................................... 23
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......................... 37
Item 4. Controls and Procedures............................................................. 37
PART II OTHER INFORMATION
- ------- -----------------
Item 1. Legal Proceedings................................................................... 38
Item 1A. Risk Factors........................................................................ 38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......................... 38
Item 3. Defaults Upon Senior Securities..................................................... 38
Item 4. Submission of Matters to a Vote of Security Holders................................. 38
Item 5. Other Information................................................................... 38
Item 6. Exhibits ........................................................................... 38
SIGNATURES................................................................................................ 39
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 nine-month periods ended
September 30, 2006 are not necessarily indicative of the results to be expected
for the entire fiscal year or any other period.
ZHONGPIN INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN U.S. DOLLARS)
SEPTEMBER 30, 2006 DECEMBER 31, 2005
------------------ -----------------
ASSETS (Unaudited)
Current assets
Cash and cash equivalents $ 15,607,487 $ 10,142,394
Accounts receivable and other receivables (net) 14,112,217 10,002,918
Purchase deposits 496,359 220,836
Prepaid expenses and deferred charges 132,246 99,009
Inventories 10,130,309 2,347,312
Tax refund receivables 923,746 644,232
------------- -------------
Total current assets 41,402,364 23,456,701
Property, plant and equipment (net) 22,749,312 10,212,848
Related party receivables 273,117 267,658
Other receivables -- 632,063
Construction contracts 15,540,565 16,931,178
Intangible assets 5,644,927 1,753,124
------------- -------------
Total assets $ 85,610,285 $ 53,253,572
============= =============
LIABILITIES AND EQUITY
Current liabilities
Bank overdraft $ -- $ 619,579
Accounts payable and other payables 10,809,047 10,278,464
Accrued liabilities 1,409,867 759,420
Short term loans payable 21,950,510 18,995,853
Taxes payable 1,082,532 2,055,925
Deposits from clients 686,682 769,398
Research and development grants payable 1,352,528 2,436,804
Long term loans payable-current portion 145,671 145,671
------------- -------------
Total current liabilities 37,436,837 36,061,114
Long term loans payable 2,109,951 2,264,448
------------- -------------
Total liabilities 39,546,788 38,325,562
Minority interest 433,427 411,742
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;
11,752,568 shares issued and outstanding 11,753 11,753
Additional paid in capital 25,219,496 2,102,933
Retained earnings 19,343,693 12,097,834
Accumulated other comprehensive income 1,048,228 303,748
------------- -------------
Total equity 45,630,070 14,516,268
------------- -------------
Total liabilities and equity $ 85,610,285 $ 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
2006 2005 2006 2005
---- ---- ---- ----
Revenues
Sales revenues $ 33,829,525 $ 18,188,425 $ 96,100,380 $ 51,184,672
Cost of sales 28,674,782 15,300,514 81,641,757 42,683,518
------------ ------------ ------------ ------------
Gross profit 5,154,743 2,887,911 14,458,623 8,501,154
Operating expenses
General and administrative expenses 2,528,877 297,373 5,007,525 797,542
Operating expenses 883,696 401,293 2,403,932 1,093,956
------------ ------------ ------------ ------------
Total operating expenses 3,412,573 698,666 7,411,457 1,891,498
------------ ------------ ------------ ------------
Income from operations 1,742,170 2,189,245 7,047,166 6,609,656
Other income (expense)
Interest income 23,456 62,725 268,794 151,994
Other income (expenses) (724) (46,852) 35,512 (50,156)
Allowances income 6,664 2,438 1,233,509 46,520
Exchange gain 15,020 -- 33,048 (42,276)
Interest expense (300,855) (386,734) (908,670) (1,195,392)
------------ ------------ ------------ ------------
Total other income (expense) (256,439) (368,423) 662,193 (1,089,310)
------------ ------------ ------------ ------------
Net income before taxes 1,485,731 1,820,822 7,709,359 5,520,346
Provision for income taxes 124,625 54,498 441,815 177,287
------------ ------------ ------------ ------------
Net income after taxes 1,361,106 1,766,324 7,267,544 5,343,059
Minority interest 2,390 4,958 21,685 24,013
------------ ------------ ------------ ------------
Net income $ 1,358,716 $ 1,761,366 $ 7,245,859 $ 5,319,046
============ ============ ============ ============
Foreign currency translation adjustment $ 479,389 $ 254,716 $ 744,480 $ 254,716
------------ ------------ ------------ ------------
Comprehensive income $ 1,838,105 $ 2,016,082 $ 7,990,339 $ 5,573,762
============ ============ ============ ============
Basic earnings per common share $ 0.07 $ 0.15 $ 0.41 $ 0.45
Diluted earnings per common share $ 0.06 $ 0.15 $ 0.33 $ 0.45
Basic weighted average shares outstanding 11,752,568 11,752,568 11,752,568 11,752,568
Diluted weighted average shares outstanding 23,237,568 11,752,568 21,911,457 11,752,568
The accompanying notes are an integral part of these consolidated financial
statements.
3
ZHONGPIN INC.
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 September 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) -- -- (403,689,786) (403,689)
------------ ------------ ------------ ------------
Restated December 31, 2005 -- -- 11,752,568 11,753
Increase in Preferred Stock 6,900,000 6,900 -- --
Warrant expense -- -- -- --
Net income for the period -- -- -- --
Increase in additional paid in capital -- -- -- --
Foreign currency translation adjustment -- -- -- --
------------ ------------ ------------ ------------
Balance September 30, 2006 6,900,000 $ 6,900 11,752,568 $ 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 September 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
Warrant expense 12,760 -- -- 12,760
Net income for the period -- 7,245,859 -- 7,245,859
Increase in additional paid in capital 23,103,803 -- 23,103,803
Foreign currency translation adjustment -- -- 744,480 744,480
------------ ------------ ------------ ------------
Balance September 30, 2006 $ 25,219,496 $ 19,343,693 $ 1,048,228 $ 45,630,070
============ ============ ============ ============
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)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2006 2005
----- ----
Cash flows from operating activities:
Net income $ 7,245,859 $ 5,319,046
Adjustments to reconcile net income to
net cash provided by (used in) operations:
Minority interest 21,685 219,812
Depreciation 650,132 453,933
Amortization 84,246 30,055
Exchange gain (33,048) --
Provision for allowance for bad debt (76) --
Warrants issued for services 12,760 --
Changes in operating assets and liabilities:
Accounts receivable and other receivables (3,482,695) (4,608,438)
Purchase deposits (275,523) (26,674)
Prepaid expense and deferred charges (33,237) (146,600)
Inventories (7,782,998) (2,762,146)
Tax refunds receivable (279,514) (18,985)
Accounts payable and accrued liabilities 96,754 2,219,295
Taxes payable (973,392) 103,530
Deposits from clients (82,716) 295,535
------------ ------------
Net cash used in operating activities (4,831,763) 1,078,363
Cash flows from investing activities:
Construction in progress (6,725,968) (1,987,626)
Additions to fixed assets (5,070,015) (741,326)
Additions to intangible assets (3,976,049) --
------------ ------------
Net cash used in investing activities (15,772,032) (2,728,952)
Cash flows from financing activities:
Repayment of Bank overdraft (619,579) --
Proceeds from short-term loans 24,390,081 42,565,294
Repayment of short-term loans (21,435,425) (26,475,217)
Repayment of long-term loans (154,497) (2,520,850)
Proceeds from preferred stock 23,110,703 --
Payments of dividends -- --
------------ ------------
Net cash provided by financing activities 25,291,283 13,569,227
Effect of rate changes on cash 777,605 254,716
------------ ------------
Increase (decrease) in cash and cash equivalents 5,465,093 12,173,354
Cash and cash equivalents, beginning of period 10,142,394 5,204,637
------------ ------------
Cash and cash equivalents, end of period 15,607,487 17,377,991
============ ============
Supplemental disclosures of cash flow information:
Cash paid for interest $ 901,642 $ 1,195,392
Cash paid for income taxes $ 313,540 $ 85,689
The accompanying notes are an integral part of these consolidated financial
statements.
5
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for annual
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. The consolidated operating results for the nine months ended
September 30, 2006 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2006. For further information, refer
to the financial statements and footnotes thereto included herein for the three
years ended December 31, 2005.
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 Renminbi ("RMB") ($2,528,986) 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 ($1,932,367). HZFC acquired Food Share by paying 15,040,000 RMB
($1,816,425) 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
($115,942). 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.
6
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF OPERATIONS (continued)
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 (11,752,568 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.
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 11,752,568 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:
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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%
($2,173,913)
Henan Zhongpin Import and Export Trading Company PRC/Aug. 11, 2004 5,060,000 RMB 88.93%
($611,111)
Zhumadian Zhongpin Food Company Limited PRC/June 7, 2006 5,000,000 RMB 100.00%
($625,344)
Anyang Zhongpin Food Company Limited PRC/Aug. 21, 2006 4,800,000 RMB 100.00%
($606,927)
7
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DOMICILE/DATE REGISTERED PERCENTAGE
NAME OF INCORPORATION CAPITAL OF OWNERSHIP
---- ---------------- ---------- ------------
Henan Zhongpin Fresh Food Logistics Company Limited PRC/Sept. 14, 2006 1,500,000 RMB 100.00%
($189,665)
Deyang Zhongpin Food Company Limited PRC/Sept. 25, 2006 1,000,000 RMB 100.00%
($126,443)
Henan Zhongpin Business Development Company Limited PRC/Sept. 27, 2006 5,000,000 RMB 100.00%
($632,215)
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,Zhumadian Zhongpin Food Company Limited, Anyang Zhongpin Food Company
Limited, Deyang Zhongpin Food Company Limited, Zhongpin Business Development
Company Limited and Zhongpin Fresh Food Logistics Company 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 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 Renminbi of the People's Republic of China (RMB) has been determined to
be our functional currency. The balance sheets of our company and our
subsidiaries were translated at quarter end exchange rates. Expenses were
translated at moving average exchange rates in effect during the quarters. 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
8
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
5,000,000 RMB ($603,864) to 18,000,000 RMB ($2,173,913), which required the
minority holders to increase their investment by 1,560,000 RMB ($188,406),
effectively increasing the minority interest shown on our balance sheet by
$188,406. In June 2006, Zhumadian Zhongpin Food Company Limited was registered
with a registered capital of 5,000,000 RMB ($625,344), which is 100%-owned by
Henan Zhongpin Food Share Company Limited. In August 2006, Anyang Zhongpin Food
Company Limited was registered with a registered capital of 4,800,000 RMB
($606,927), which is 100%-owned by Henan Zhongpin Food Share Company Limited. In
September 2006, Henan Zhongpin Fresh Food Logistics Company Limited, Deyang
Zhongpin Food Company Limited and Henan Zhongpin Business Development Company
Limited were registered with registered capital of 1,500,000 RMB ($189,665),
1,000,000 RMB ($126,443) and 5,000,000 RMB ($632,215), respectively, which are
all 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.
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.
9
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 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.
10
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The numerators and denominators used in the computations of basic and
diluted EPS are presented in the following table:
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
---------------------------- ----------------------------
2006 2005 2006 2005
---- ---- ---- ----
NUMERATOR FOR BASIC AND DILUTED EPS
Net income (numerator for Diluted EPS) $ 1,358,716 $ 1,761,366 $ 7,245,859 $ 5,319,046
Net income allocated to preferred stock (502,619) -- (2,484,708) --
------------ ------------ ------------ ------------
Net income to common stockholders (Basic) $ 856,097 $ 1,761,366 $ 4,761,151 $ 5,319,046
============ ============ ============ ============
DENOMINATORS FOR BASIC AND DILUTED EPS
Common stock outstanding after recapitalization and
1:35.349 reverse stock split 11,752,568 11,752,568 11,752,568 11,752,568
------------ ------------ ------------ ------------
DENOMINATOR FOR BASIC EPS 11,752,568 11,752,568 11,752,568 11,752,568
Add: Weighted average preferred as if converted 6,900,000 -- 6,133,333 --
------------
Add: Weighted average stock warrants outstanding 4,585,000 -- 4,025,556 --
------------ ------------ ------------ ------------
DENOMINATOR FOR DILUTED EPS 23,237,568 11,752,568 21,911,457 11,752,568
============ ============ ============ ============
EPS - Basic $ 0.07 $ 0.15 $ 0.41 $ 0.45
EPS - Diluted $ 0.06 $ 0.15 $ 0.33 $ 0.45
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 $512,600 and $196,600 for the
three months ended September 30, 2006 and 2005, respectively, and $1,224,100 and
$547,500 for the nine months ended September 30, 2006 and 2005, respectively.
Handling costs are included in costs of sales, which were approximately $385,100
and $167,800 for the three months ended September 30, 2006 and 2005,
respectively, and $661,900 and $432,800 for the nine months ended September 30,
2006 and 2005, respectively.
ADVERTISING COSTS
Advertising costs are expensed as incurred. Advertising expenses were
approximately $105,000 and $14,400 for the three months ended September 30, 2006
and 2005, respectively, and $199,700 and $57,000 for the nine months ended
September 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
11
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
were approximately $784,600 and $398,000 for the three months ended September
30, 2006 and 2005, respectively, and $895,600 and $485,000 for the nine months
ended September 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
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 $124,625 and $54,498 for the three
months ended September 30, 2006 and 2005, respectively, and $441,815 and
$177,287 for the nine months ended September 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.
12
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 September 30, 2006 and December 31, 2005
were as follows:
September 30, 2006 December 31, 2005
------------------ -----------------
Accounts receivable $ 14,873,138 $ 10,337,838
Other receivables 990,704 2,013,757
Allowance for bad debts (1,751,625) (1,716,614)
------------ ------------
$ 14,112,217 $ 10,634,981
============ ============
Current $ 14,112,217 $ 10,002,918
Non-current -- 632,063
------------ ------------
$ 14,112,217 $ 10,634,981
============ ============
Other receivables consist primarily of cash advances to suppliers to ensure
preferential pricing and delivery. The advances bear no interest and are
expected to be repaid in cash. Repayment is typically required to be made in
less than one year. Advances that are not expected to be paid within one year
are classified as non-current.
5. INVENTORIES
Inventories at September 30, 2006 and December 31, 2005 consisted of:
September 30, 2006 December 31, 2005
------------------ -----------------
Raw materials $ 1,295,199 $ 210,288
Low value consumables & packaging 365,426 147,000
Work-in-progress 1,324,560 290,149
Finished goods 7,145,124 1,699,875
----------- -----------
Net inventories $10,130,309 $ 2,347,312
=========== ===========
13
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at cost at September 30, 2006 and December
31, 2005 consisted of:
September 30, 2006 December 31, 2005
------------------ -----------------
Machinery and equipment $ 11,935,428 $ 6,832,887
Furniture and office equipment 425,499 253,187
Motor vehicles 332,659 281,371
Buildings 12,972,162 5,084,728
------------ ------------
Subtotal 25,665,748 12,452,173
Less: accumulated depreciation (2,916,436) (2,239,325)
------------ ------------
Net property and equipment $ 22,749,312 $ 10,212,848
============ ============
Depreciation expense $ 656,747 $ 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 September 30, 2006 and December 31, 2005
consisted of the following:
September 30, 2006 December 31, 2005
------------------ -----------------
Land use rights $ 5,819,636 $ 1,840,937
Accumulated amortization (174,709) (87,813)
----------- -----------
$ 5,644,927 $ 1,753,124
=========== ===========
Amortization expense $ 85,106 $ 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.
14
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. CONSTRUCTION IN PROGRESS
Construction in progress at September 30, 2006 and December 31, 2005
consisted of:
Completion
or Estimated
Construction Project Completion Date September 30, 2006 December 31, 2005
-------------------- --------------- ------------------ -----------------
Industrial plant February 2006 $ 7,297,295 $ 16,931,178
Production line for chilled pork (in
Zhumadian) January 2007 4,570,967 --
Production line for chilled pork (in
Anyang) May 2007 3,237,943 --
Land use right of Industrial Park
No.4 land December 2007 434,360 --
------------ ------------
$ 15,540,565 $ 16,931,178
============ ============
10. LOANS PAYABLE
SHORT-TERM LOANS
Short-term loans are due within one year. Of the $21.95 million aggregate
principal amount of short-term loans at September 30, 2006, loans in the
principal amount of $4.86 million were secured by our land and plants located in
the PRC and loans in the aggregate principal amount of $17.07 million were
guaranteed by Henan Zhongpin Industry Co., Ltd. These loans bear interest at
prevailing lending rates in the PRC ranging from 5.85% to 7.34% per annum. At
September 30, 2006, there was approximately $56.71 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 September 30, 2006 and December 31, 2005
were as follows:
September 30, 2006 December 31, 2005
------------------ -----------------
Short-Term Loans Payable $21,950,510 $18,995,853
Net Long-Term Loans Payable 2,109,951 2,264,448
Add: Current Portion 145,671 145,671
----------- -----------
Total Long-Term Loans Payable 2,255,622 2,410,119
----------- -----------
$24,206,132 $21,405,972
=========== ===========
15
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. LOANS PAYABLE (continued)
Long-Term Repayment Schedule
Payments due in 2006 - current portion $ 36,418
Payments due in 2007 - 75% 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 1,636,520
-----------
$ 2,255,622
===========
11. COMMITMENTS AND CONTINGENCIES
LEGAL PROCEEDINGS
From time to time, we have disputes that arise in the ordinary course of
our business. At September 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.
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 20, 2006, we were 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 20, 2006, such registration had not become effective, and we
accrued a liability in the month of June in the amount of $414,000 plus $138,000
(10/30 times $414,000) plus related interest payable for this contingency
because a loss is reasonably possible and a loss amount can reasonably be
estimated. During the three months ended September 30, 2006, we accrued a
liability in the amount of $414,000 per month, or an aggregate of $1,242,000,
plus related interest payable to the general and administrative expenses
account. This amount of penalty has not yet been paid to the certain investors
in accordance with the registration rights agreement.
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 Nine Months Ended
September 30, September 30,
------------------ ------------------------
2006 2005 2006 2005
---- ---- ---- ----
Allowance income $6,664 $2,438 $ 1,233,509 $ 46,520
16
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. ALLOWANCES INCOME (continued)
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 nine months of 2006 or in our 2005 or 2004 fiscal years.
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
17
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. NEW ACCOUNTING PRONOUNCEMENTS (continued)
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.
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
18
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. PREFERRED STOCK (continued)
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 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. WARRANTS
In conjunction with the issuance of preferred stock discussed in Note 15,
the Company issued warrants for the purchase of 3,450,000 shares of its common
stock.
19
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16. WARRANTS (continued)
Also in conjunction with the issuance of preferred stock, the Company
issued warrants to purchase 345,000 units at an initial exercise price of $8.00
per unit. The units that may be acquired upon exercise of such warrants consist
of two shares of Series A convertible preferred stock and one warrant to
purchase one share of common stock at an initial exercise price per share of
$5.00. These warrants, if fully exercised and converted, would require the
issuance of 1,035,000 common shares.
On June 15, 2006, in conjunction with a one year consulting agreement, the
Company issued three year warrants to purchase 100,000 common shares at a price
of $6.50 per share. The warrants vest monthly over a one year period. These
warrants were accounted for using the fair value method, with the expense being
recognized ratably over the requisite service period of one year. Consulting
expense related to the warrants amounted to $12,760 for the nine months ended
September 30, 2006.
Stock warrant transactions are summarized as follows:
The following table provides certain information with respect to the above
referenced warrants outstanding at September 30, 2006:
Weighted
Number Weighted Average Average Life -
Exercise Price Outstanding Exercise Price Years
-------------- ----------- -------------- --------------
Warrants $4.00 - $6.50 4,585,000 $4.88 4.55
The following table provides certain information with respect to stock
options exercisable at September 30, 2006:
Number Weighted Average
Exercise Price Outstanding Exercise Price
-------------- ----------- ----------------
Warrants $4.00 - $6.50 4,521,000 $4.86
The weighted average fair value at date of grant for warrants granted
during 2006 was $0.38, and was estimated using the Black-Scholes option
valuation model with the following assumptions:
Expected life in years 3
Interest rate 4%
Volatility 6.1%
Dividend yield 0%
17. 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.
20
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. SEGMENT REPORTING (continued)
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. DOLLARS IN MILLIONS)
THREE MONTHS ENDED
SEPTEMBER 30, PERCENTAGE
-------------------------- NET CHANGE CHANGE
2006 2005 2006/2005 2006/2005
---- ---- --------- ---------
Pork and Pork Products........... $ 31.58 $ 16.69 $ 14.89 89%
Vegetables and Fruits............ 2.25 1.50 0.75 50%
------- ------- -------
Total................. $ 33.83 $ 18.19 $ 15.64 86%
======= ======= =======
SALES BY SEGMENT
(U.S. DOLLARS IN MILLIONS)
NINE MONTHS ENDED
SEPTEMBER 30, PERCENTAGE
------------------------- NET CHANGE CHANGE
2006 2005 2006/2005 2006/2005
---- ---- --------- ---------
Pork and Pork Products........... $ 91.65 $ 49.05 $ 42.60 87%
Vegetables and Fruits............ 4.45 2.14 2.31 108%
------- ------- -------
Total................. $ 96.10 $ 51.19 $ 44.91 88%
======= ======= =======
OPERATING INCOME BY SEGMENT
(U.S. DOLLARS IN MILLIONS)
OPERATING MARGIN
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, NET SEPTEMBER 30,
---------------------------- CHANGE --------------------------
2006 2005 2006/2005 2006 2005
---- ---- --------- ---- ----
Pork and Pork Products....... $ 1.58 $ 2.10 $ (0.52) 5.00% 12.58%
Vegetables and Fruits........ 0.16 0.09 0.07 7.11% 6.00%
------ ------ -------
Total............. $ 1.74 $ 2.19 $ (0.45) 5.14% 12.04%
====== ====== =======
21
ZHONGPIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. SEGMENT REPORTING (continued)
OPERATING INCOME BY SEGMENT
(U.S. DOLLARS IN MILLIONS)
OPERATING
MARGIN
NINE MONTHS
NINE MONTHS ENDED ENDED
SEPTEMBER 30, NET SEPTEMBER 30,
----------------------- CHANGE ------------------
2006 2005 2006/2005 2006 2005
---- ---- --------- ---- ----
Pork and Pork Products............ $ 6.66 $ 6.47 $ 0.19 7.27% 13.19%
Vegetables and Fruits............. 0.39 0.14 0.25 8.76% 6.54%
------ ------ ------
Total.................. $ 7.05 $ 6.61 $ 0.44 7.34% 12.91%
====== ====== ======
22
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 prospectus are those
of Falcon Link.
23
OVERVIEW
We are principally engaged in the meat and food processing business in 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 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
("Henan Zhongpin"), formed a wholly-owned subsidiary, Zhumadian Zhongpin Food
Company Limited, through which we plan to invest approximately $14.00 million to
construct a new production facility in southern Henan Province. This facility is
designed with a production capacity for chilled and frozen pork of 200 metric
tons per 8-hour working day, or approximately 72,000 metric tons on an annual
basis, of which 60% of production capacity is designed for the production of
chilled pork and 40% for the production of frozen pork. We plan to put this new
plant into operation in the second quarter of fiscal 2007.
On August 21, 2006, a new wholly-owned subsidiary, Anyang Zhongpin Food
Company Limited was formed by Henan Zhongpin. Through this subsidiary, we plan
to invest approximately $13.50 million to construct a new facility in northern
Henan Province with a production capacity of 175 metric tons per 8-hour working
day, or approximately 58,000 metric tons on an annual basis. Approximately 60%
of the production capacity will be designed for the production of chilled pork
and approximately 40% will be designed for the production of frozen pork. We
plan to put the new plant into operation in the third quarter of fiscal 2007.
On November 6, 2006, Henan Zhongpin entered into a three-year lease
agreement with Hei Longjiang Gongzhun Meat Food Co., Lt. ("Hei Longjiang"),
providing Henan Zhongpin with the full use of Hei Longjiang's meat processing
facilities in Hailun City, Hei Longjiang Province in the PRC. Our rental payment
under the lease is 1,900,000 RMB (US $251,116.75) for the first year and
2,100,000 RMB (US $266,497.46) per year for the second and third years of the
lease term. The leased facilities include a processing plant with a total of two
production lines. The total current production capacity for chilled pork and
frozen pork at the facilities is 80 metric tons per day, of which 50 metric tons
per day is for chilled pork and 30 metric tons per day is for frozen pork, based
on an 8-hour working day, or approximately 27,000 metric tons on an annual
basis.
On September 14, 2006 and September 27, 2006, Henan Zhongpin formed two
wholly-owned subsidiaries, Henan Zhongpin Fresh Food Logistics Company Limited
and Henan Zhongpin Business Development Company Limited, respectively. Henan
Zhongpin Fresh Food Logistics Company Limited was organized to provide various
logistics services, such as storage, sorting, transportation and other related
logistics services to our operating subsidiaries and to third parties. Henan
Zhongpin Business Development Company Limited was organized to coordinated our
retail distribution channel, including the management of our showcase stores,
branded stores and supermarket counters, and the promotion of our Zhongpin
brand.
On September 25, 2006, Henan Zhongpin formed a wholly-owned subsidiary,
Deyang Zhongpin Food Company Limited, for the purpose of providing marketing,
management, training, quality control and financial services to Zhongpin's
third-party suppliers located in the Southwest of the PRC.
24
We plan to expand the production capacity for prepared meat products inside
Zhongpin Industry Park, which is located in Changge City, Henan Province, by
investing approximately $3.00 million to construct an additional facility at
this location with additional production capacity of 30 metric tons per 8-hour
working day, or approximately 10,000 metric tons on an annual basis. We expect
to put the new facility into operation in the first quarter of fiscal 2007.
Our products are sold under the Zhongpin and Shengpin brand names. Our
customers include over 14 international or domestic fast food companies in the
PRC, over 33 export-registered processing factories and over 1,360 school
cafeterias, factory canteens, army posts and national departments. We also sell
directly to over 2,480 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 by the China Meat Association
as the sixth largest producer in the national meat industry. During the past
five years, our annual average growth rate approximated 43% percent in terms of
revenues and 60% in terms of net profits. We have established distribution
networks in more than 20 provinces and four cities with special legal status 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, Russia and South Africa.
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 are believed 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.
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. We
believe 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 September 30, 2006, we were successful in
collecting approximately $0.67 million, or approximately 89%, of doubtful
accounts that were outstanding at December 31, 2005 for longer than one year. It
is the 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, and net realizable value (the estimated
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.
25
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.
The 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 assets 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.
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. In February 2006, we completed the construction of a new, fresh-chilled
meat processing facility in Zhongpin Industrial Park II and are expanding our
capability in temperature-controlled, physical logistics systems. On January 31,
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. Supply is expected to be ample, but live hog
prices are expected to increase slightly. We anticipate that our gross profit
margin will decrease slightly during the remainder of fiscal 2006 due to the
slight increase in the prices of raw materials. We anticipate strong demand for
pork throughout the remainder of fiscal 2006. We also expect to increase our
market share in the meat and meat products segment in our target markets in
fiscal 2006.
26
The following table sets forth, for the periods indicated, certain
statement of operations data:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- --------------------------
2006 2005 2006 2005
---- ---- ---- ----
(U.S. dollars in thousands)
Revenues:
Sales revenues $ 33,830 $ 18,188 $ 96,100 $ 51,185
Cost of sales 28,675 15,300 81,642 42,684
-------- -------- -------- --------
Gross profit 5,155 2,888 14,458 8,501
Operating expenses:
General and administrative expenses 2,529 298 5,008 798
Operating expenses 884 401 2,404 1,094
-------- -------- -------- --------
Total operating expenses 3,413 699 7,411 1,892
-------- -------- -------- --------
Income from operations 1,742 2,189 7,047 6,609
Other income (expense):
Interest income 24 63 269 152
Other income (1) (47) 36 (50)
Allowance income 7 2 1,233 46
Exchange gain (loss) 15 -- 33 (42)
Interest expense (301) (387) (909) (1,195)
-------- -------- -------- --------
Total other income (expense) (256) (369) 662 (1,089)
-------- -------- -------- --------
Net income before taxes 1,486 1,820 7,709 5,520
Provision for income taxes 125 54 442 177
-------- -------- -------- --------
Net income after taxes 1,361 1,766 7,267 5,343
Minority interest in gain (loss) 2 5 22 24
-------- -------- -------- --------
Net income 1,359 1,761 7,245 5,319
Foreign currency translation adjustment 479 255 745 255
-------- -------- -------- --------
Comprehensive income $ 1,838 $ 2,016 $ 7,990 $ 5,574
======== ======== ======== ========
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2005
REVENUE. Total revenue increased from $18.19 million for the three months
ended September 30, 2005 to $33.83 million for the three months ended September
30, 2006, which represented an increase of $15.64 million, or approximately 86%.
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 three months ended September 30, 2006, nine
new showcase stores, 72 new "branded" retail stores and 106
27
new supermarket counters were opened and we expanded our marketing and sales
efforts to include 13 additional second-tier cities and 13 additional third-tier
cities domestically.
During the three months ended September 30, 2006, revenues from sales to
branded stores increased to $15.7 million, which represented an increase of $6.9
million, or approximately 79%, as compared to the three months ended September
30, 2005. During the three months ended September 30, 2006, revenues from sales
to food service distributors increased to $6.2 million, which represented an
increase of $3.4 million, or approximately 121%, as compared to the three months
ended September 30, 2005. During the three months ended September 30, 2006,
revenues from sales to restaurants and non-commercial customers increased to
$9.3 million, which represented an increase of $4.6 million, or approximately
99%, as compared to the three months ended September 30, 2005. During the three
months ended September 30, 2006, revenues from export sales increased to $2.6
million, which represented an increase of $0.7 million, or approximately 37%, as
compared to the three months ended September 30, 2005.
COST OF SALES. Cost of sales increased from $15.30 million for the three
months ended September 30, 2005 to $28.67 million for the three months ended
September 30, 2006, which represented an increase of $13.37 million, or
approximately 87%. The increase of cost of sales was primarily due to the
corresponding increase in sales. The gross profit margin (gross profit divided
by total sales revenue) decreased from 15.88% for the three months ended
September 30, 2005 to 15.24% for the three months ended September 30, 2006. The
decrease in gross profit margin was primarily due to an increase in the cost of
raw materials, which was offset, in part, by a slight increase in the market
prices for pork products during the three months ended September 30, 2006.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased from $0.30 million for the three months ended September 30, 2005 to
$2.53 million for the three months ended September 30, 2006, which represented
an increase of $2.23 million, or approximately 743%. As a percentage of
revenues, general and administrative expenses increased from 1.63% for the three
months ended September 30, 2005 to 7.48% for the three months ended September
30, 2006. The increase in general and administrative expenses was primarily the
result of the accrual of a liability in the amount of $1.27 million, or
approximately 3.76% of the total revenue for three months ended September 30,
2006, that may be payable to the holders of our Series A convertible preferred
stock and related stock purchase warrants because of our failure to register in
a timely manner for resale under the Securities Act of 1933, as amended, the
shares of our common stock issuable upon the conversion or exercise of such
securities. We will continue to accrue a liability in the amount of $414,000 per
month plus interest until our registration statement relating to such shares is
declared effective by the Securities and Exchange Commission. In addition, the
increase in the percentage of general and administrative expenses to revenues
resulted from the expansion of our operations and the additional expenses we
incurred as a publicly-traded company that is reporting under the U.S. federal
securities laws. During the three months ended September 30, 2006, we incurred
an additional $0.52 million in legal, accounting and consulting fees and other
expenses relating primarily to our preparation for becoming compliant with our
obligations under the Sarbanes-Oxley Act of 2002 and, to a lesser extent, to the
registration statement we filed under the Securities Act of 1933, as amended,
seeking to register the resale of the shares of common stock underlying our
Series A convertible preferred stock and warrants and our periodic reporting
obligations under the U.S. federal securities laws. In addition, during such
period, management compensation and welfare expenses increased approximately
$0.18 million as compared to the comparable 2005 period primarily due to the
addition of senior executives and technical experts to our management team. At
the same time, our advertising expenses also increased approximately $0.09
million compared to the comparable period in fiscal 2005.
OPERATING EXPENSES. Operating expenses increased from $0.40 million for the
three months ended September 30, 2005 to $0.88 million for the three months
ended September 30, 2006, which represented
28
an increase of $0.48 million, or approximately 120%. As a percentage of revenue,
operating expenses increased from 2.21% for the three months ended September 30,
2005 to 2.61% for the three months ended September 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 $0.09
million in compensation and welfare expenses within our sales department.
INTEREST EXPENSE. Interest expense decreased from $0.39 million for the
three months ended September 30, 2005 to $0.30 million for the three months
ended September 30, 2006, which represented a decrease of $0.09 million, or
approximately 22%. 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 reduce our higher-interest-
bearing bank loans. While our average outstanding bank debt increased by
approximately $0.72 million during the three months ended September 30, 2006,
from $22.63 million for the three months ended September 30, 2005 to $23.35
million for the three months ended September 30, 2006, our weighted average
borrowing rate decreased from 6.84% for the three months ended September 30,
2005 to 5.16% for the three months ended September 30, 2006.
INTEREST INCOME, ALLOWANCE INCOME, OTHER INCOME AND EXCHANGE GAIN (LOSS).
Interest income, allowances income, other income and exchange gain (loss)
increased from $18,311 for the three months ended September 30, 2005 to $44,416
for the three months ended September 30, 2006, which represented an increase of
$26,105, or approximately 143%. This increase was primarily due to a decrease in
other expenses that would have offset the other 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 including raw meat products and raw
fruits and vegetable products. The increase of $0.07 million in the provision
for income taxes for the three months ended September 30, 2006 over the three
months ended September 30, 2005 resulted from an increase of $0.21 million in
our income from the sale of prepared products for the three months ended
September 30, 2006.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2005
REVENUE. Total revenue increased from $51.18 million for the nine months
ended September 30, 2005 to $96.10 million for the nine months ended September
30, 2006, which represented an increase of $44.92 million, or approximately 88%.
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 nine months ended September 30, 2006, 384
new showcase stores, "branded" retail stores and supermarket counters were
opened and we expanded our marketing and sales efforts to include 28 additional
second-tier cities and 76 additional third-tier cities domestically.
During the nine months ended September 30, 2006, revenues from sales to
branded stores increased to $46.2 million, which represented an increase of
$21.6 million, or approximately 88%, as compared to the nine months ended
September 30, 2005. During the nine months ended September 30, 2006, revenues
from sales to food service distributors increased to $16.0 million, which
represented an increase of $7.7 million, or approximately 93%, as compared to
the nine months ended September 30, 2005. During the nine months ended September
30, 2006, revenues from sales to restaurants and non-commercial customers
increased to $25.8 million, which represented an increase of $12.8 million, or
approximately 99%, as compared to the nine months ended September 30, 2005.
During the nine months ended September 30, 2006, revenues from export sales
increased to $8.1 million, which represented an increase of $2.8 million, or
approximately 53%, as compared to the nine months ended September 30, 2005.
Within these four distribution channels, the percentage of growth was highest
for restaurant and
29
non-commercial customers. As a percentage of total sales revenue, sales to
restaurant and non-commercial customers has grown from 25% for the nine months
ended September 30, 2005 to 26% for the nine months ended September 30, 2006,
and sales through exports has decreased from 10% for the nine months ended
September 30, 2005 to 9% for the nine months ended September 30, 2006.
COST OF SALES. Cost of sales increased from $42.68 million for the nine
months ended September 30, 2005 to $81.64 million for the nine months ended
September 30, 2006, which represented an increase of $38.96 million, or
approximately 91%. The gross profit margin (total sales revenue divided by cost
of sales) decreased from 16.61% for the nine months ended September 30, 2005 to
15.05% for the nine months ended September 30, 2006. The decrease of gross
profit margin was primarily due to an increase in average raw material costs for
the nine months ended September 30, 2006 as compared to the nine months ended
September 30, 2005.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased from $0.80 million for the nine months ended September 30, 2005 to
$5.01 million for the nine months ended September 30, 2006, which represented an
increase of $4.21 million, or approximately 528%. As a percentage of revenues,
general and administrative expenses increased from 1.56% for the nine months
ended September 30, 2005 to 5.21% for the nine months ended September 30, 2006.
As discussed above, the increase in general and administrative expenses
primarily resulted from the accrual of a liability of $1.82 million, or
approximately 1.90% of total revenue for the nine months ended September 30,
2006, due to our failure to register in a timely manner the resale of the common
stock underlying our outstanding Series A convertible preferred stock and
related stock purchase warrants. In addition, the increase in general and
administrative expenses as a percentage of revenue resulted from the expansion
of our operations and the additional expenses we are incurring as a
publicly-traded company that is reporting under the U.S. federal securities
laws. There was an increase of $1.07 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, our on-going public reporting obligations under the U.S. Federal
securities laws and our preparation for becoming compliant with our obligations
under the Sarbanes-Oxley Act of 2002. In addition, during the nine months ended
September 30, 2006, we incurred $0.79 million of additional management
compensation and welfare expenses due to the addition of senior executives and
technical experts to our management team. During the nine months ended September
30, 2006, our advertising expense also increased approximately $0.13 million as
compared to our advertising expense for the nine months ended September 30,
2005.
OPERATING EXPENSES. Operating expenses increased from $1.09 million for the
nine months ended September 30, 2005 to $2.40 million for the nine months ended
September 30, 2006, which represented an increase of $1.31 million, or
approximately 120%. As a percentage of revenue, operating expenses increased
from 2.14% for the nine months ended September 30, 2005 to 2.50% for the nine
months ended September 30, 2006. The increase in operating expenses was
primarily the result of increased transportation expenses of $0.68 million due
to the increased price of gasoline and an increase of $0.54 million in
compensation and welfare expenses within our sales department.
INTEREST EXPENSE. Interest expense decreased from $1.20 million for the
nine months ended September 30, 2005 to $0.91 million for the nine months ended
September 30, 2006, which represented a decrease of $0.29 million, or
approximately 24%. 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 nine months ended September 30,
2006, our weighted average outstanding bank debt decreased by approximately
$1.54 million, from $21.80 million for the nine months ended September 30, 2005
to $20.26 million for the nine months ended September 30, 2006. Our weighted
average borrowing rate decreased from 7.32% for the nine months ended September
30, 2005 to 6.00% for the nine months ended September 30, 2006.
30
INTEREST INCOME, ALLOWANCE INCOME, OTHER INCOME AND EXCHANGE GAIN (LOSS).
Interest income, allowances income, other income and exchange gain (loss)
increased from an income of $0.11 million for the nine months ended September
30, 2005 to $1.57 million for the nine months ended September 30, 2006, which
represented an increase of $1.46 million or approximately 1,327%. This increase
was primarily the result of an increase of $1.19 million in allowance income.
The $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 $0.26 million in the provision
for income taxes for the nine months ended September 30, 2006 over the nine
months ended September 30, 2005 resulted from an increase of $0.80 million in
our income from the sale of prepared products during the nine months ended
September 30, 2006.
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, strawberries and capsicum.
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 September 30, 2006 and 2005, and nine months ended September
30, 2006 and 2005, and the percentage increases for each segment between fiscal
periods. The data for the three and nine months ended September 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 ENDED
SEPTEMBER 30, PERCENTAGE
------------------------------ NET CHANGE CHANGE
2006 2005 2006/2005 2006/2005
---- ---- --------- ---------
Pork and Pork Products........... $ 31.58 $ 16.69 $ 14.89 89%
Vegetables and Fruits............ 2.25 1.50 0.75 50%
------- ------- -------
Total................. $ 33.83 $ 18.19 $ 15.64 86%
======= ======= =======
31
SALES BY SEGMENT
(IN METRIC TONS)
THREE MONTHS ENDED
SEPTEMBER 30, PERCENTAGE
---------------------------- NET CHANGE CHANGE
2006 2005 2006/2005 2006/2005
---- ---- --------- ---------
Pork and Pork Products........... 25,552 15,688 9,864 63%
Vegetables and Fruits............ 4,347 975 3,372 346%
------- ------- -------
Total................. 29,899 16,663 13,236 79%
======= ======= =======
OPERATING INCOME BY SEGMENT
(U.S. DOLLARS IN MILLIONS)
OPERATING MARGIN
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, NET SEPTEMBER 30,
---------------------------- CHANGE -------------------------
2006 2005 2006/2005 2006 2005
---- ---- --------- ---- ----
Pork and Pork Products....... $ 1.58 $ 2.10 $ (0.52) 5.00% 12.58%
Vegetables and Fruits........ 0.16 0.09 0.07 7.11% 6.00%
------ ------ -------
Total............. $ 1.74 $ 2.19 $ (0.45) 5.14% 12.04%
====== ====== =======
PRODUCTION PROCESSED BY SEGMENT
(IN METRIC TONS)
THREE MONTHS ENDED
SEPTEMBER 30,
----------------------------- NET PERCENTAGE
2006 2005 CHANGE CHANGE
---- ---- ------ ------
Pork and Pork Products........... 25,626 16,904 8,722 52%
Vegetables and Fruits............ 4,226 959 3,267 341%
------ ------ ------
Total................. 29,852 17,863 11,989 67%
====== ====== ======
SALES BY SEGMENT
(U.S. DOLLARS IN MILLIONS)
NINE MONTHS ENDED
SEPTEMBER 30, PERCENTAGE
------------------------------ NET CHANGE CHANGE
2006 2005 2006/2005 2006/2005
---- ---- --------- ---------
Pork and Pork Products........... $ 91.65 $ 49.05 $ 42.60 87%
Vegetables and Fruits............ 4.45 2.14 2.31 108%
------- ------- -------
Total................. $ 96.10 $ 51.19 $ 44.91 88%
======= ======= =======
32
SALES BY SEGMENT
(IN METRIC TONS)
NINE MONTHS ENDED
SEPTEMBER 30, PERCENTAGE
--------------------------- NET CHANGE CHANGE
2006 2005 2006/2005 2006/2005
---- ---- --------- ---------
Pork and Pork Products........... 77,736 46,332 31,404 68%
Vegetables and Fruits............ 6,818 1,832 4,986 272%
------ ------ ------
Total................. 84,554 48,165 36,390 76%
====== ====== ======
OPERATING INCOME BY SEGMENT
(U.S. DOLLARS IN MILLIONS)
OPERATING MARGIN
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, NET SEPTEMBER 30,
--------------------------------- CHANGE -------------------------
2006 2005 2006/2005 2006 2005
---- ---- --------- ---- ----
Pork and Pork Products....... $ 6.66 $ 6.47 $ 0.19 7.27% 13.19%
Vegetables and Fruits........ 0.39 0.14 0.25 8.76% 6.54%
------ ------ ------
Total............. $ 7.05 $ 6.61 $ 0.44 7.34% 12.91%
====== ====== ======
PRODUCTION PROCESSED BY SEGMENT
(IN METRIC TONS)
NINE MONTHS ENDED
SEPTEMBER 30, NET PERCENTAGE
----------------------------- CHANGE CHANGE
2006 2005 2006/2005 2006/2005
---- ---- --------- ---------
Pork and Pork Products........... 80,662 47,679 32,983 69%
Vegetables and Fruits............ 7,098 1,696 5,402 319%
------ ------ ------
Total................. 87,760 49,375 38,385 77%
====== ====== ======
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 September 30, 2006 and 2005 and the nine months ended September 30,
2006 and 2005.
33
SALES BY DISTRIBUTION CHANNEL
(U.S. DOLLARS IN MILLIONS)
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
DISTRIBUTION CHANNEL 2006 2005 2006 2005
-------------------- --------------------- --------------------- -------------------- ---------------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
Branded stores............... $ 15.7 46.5% $ 8.8 48.4% $ 46.2 48.1% $ 24.6 48.1%
Food services distributors... 6.2 18.3 2.8 15.4 16.0 16.6 8.3 16.2
Restaurants and
non-commercial............. 9.3 27.4 4.7 25.6 25.8 26.8 13.0 25.3
Export ...................... 2.6 7.8 1.9 10.6 8.1 8.5 5.3 10.4
------ ----- ------ ----- ------ ----- ------ -----
Total................... $ 33.8 100.0% $ 18.2 100.0% $ 96.1 100.0% $ 51.2 100.0%
====== ===== ====== ===== ====== ===== ====== =====
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 nine-months ended September 30, 2006.
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------- -----------------
2003 2004 2005 2006
---- ---- ---- ----
No. of products........................... 107 125 168 216
No. of retail stores...................... 712 978 2,100 2,484
Expansion of Market Coverage
No. of Provinces....................... 20 20 20 20
No. of first- tier cities.............. 21 23 29 29
No. of second- tier cities............. 32 36 44 72
No. of third- tier cities.............. 85 109 142 218
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations over the three years ended December 31,
2005 and the nine months ended September 30, 2006 primarily through cash from
operating activities 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 December 31, 2003,
2004 and 2005 and at September 30, 2006 we had cash and cash equivalents of
$6.14 million, $5.20 million, $10.14 million and $15.61 million, respectively.
Net cash used in operating activities was $4.83 million in the nine months
ended September 30, 2006. Net cash provided by operating activities in the nine
months ended September 30, 2006 consisted primarily of net profit of $7.25
million due to increased revenue. Net cash used in operating activities for the
nine months ended September 30, 2006 was primarily attributable to an increase
of $7.78 million in inventory. We increased our inventory levels during the
period primarily due to our increased sales. In addition, due to the increasing
prices of raw materials during the period, we increased the level of our
inventories in an effort to improve our gross profit margins during such period.
During the nine months ended September 30, 2006, accounts receivable increased
by $3.48 million, which consisted of an increase of $4.11 million in accounts
receivable due to increased sales, which was offset in part by a reduction of
$0.63 million in other accounts receivable. During the nine months ended
September 30, 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 days decreased from
34
approximately 44 days during the nine months ended September 30, 2005 to
approximately 34 days during the nine months ended September 30, 2006. In
addition, our average inventory turnover days decreased from approximately 24
days during the nine months ended September 30, 2005 to approximately 15 days
during the nine months ended September 30, 2006.
Net cash used in investing activities was $15.77 million in the nine months
ended September 30, 2006. At September 30, 2006, our investment in facility
construction in progress increased by approximately $6.73 million as compared to
the amount of such investment at December, 31, 2005. During the nine months
ended September 30, 2006, a total of $5.07 million was invested in the purchase
of fixed assets, including the construction in progress of Zhongpin Industrial
Park II, which was completed and transferred to fixed assets. In addition, we
expended an additional $3.98 million for an investment in land use rights during
the nine months ended September 30, 2006.
Net cash provided by financing activities was $25.29 million in the nine
months ended September 30, 2006. During the nine months ended September 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 net proceeds from short-term loans of $24.39
million. The net cash used in financing activities included the repayment of
short-term indebtedness in the aggregate amount of $21.44 million, the repayment
of long-term indebtedness in the amount of $0.15 million and the repayment of
bank overdrafts of $0.62 million.
At September 30, 2006, Henan Zhongpin had short-term bank and governmental
loans in the aggregate amount of $21.95 million with a weighted average interest
rate per annum of 6.16%, and lines of credit with aggregate credit availability
of $56.71 million, as follows:
MAXIMUM CREDIT INTEREST
BANK AVAILABILITY AMOUNT BORROWED RATE MATURITY DATE
- ---- -------------- --------------- -------- -------------
Agriculture Bank of China.................... $ 18,722,000 $ 1,150,632 6.70% 12/11/2006
505,772 6.70 12/30/2006
796,591 7.02 04/27/2007
2,402,418 7.34 09/10/2007
Industrial and Commercial Bank of China...... 6,241,000 1,896,645 5.85% 03/30/2007
1,896,645 5.85 05/24/2007
China Construction Bank...................... 11,233,000 632,215 6.42% 12/22/2006
632,215 6.42 12/23/2006
632,215 6.42 01/16/2007
CITIC Industrial Bank........................ 6,241,000 5,057,721 5.85% 07/16/2007
Agriculture Development Bank of China........ 14,978,000 3,793,291 5.85% 07/03/2007
2,528,861 5.85 07/17/2007
Bank of China................................ 7,489,000 --
Shanghai Pudong Development Bank of China.... 3,744,000 --
Commercial Bank of China..................... 6,241,000 --
35
MAXIMUM CREDIT INTEREST
BANK AVAILABILITY AMOUNT BORROWED RATE MATURITY DATE
- ---- -------------- --------------- -------- -------------
Guangdong Development Bank................... 3,744,000 --
City Finance -short-term..................... -- 25,289 0.00% 04/01/2007
------------ ------------
Total...................... $ 78,633,000 $ 21,950,510
============ ============
Canadian Government Transfer Loan............ $ 1,853,271 * 05/15/2043
Canadian Government Transfer Loan - Current
portion................................... $ 145,671 6.02% 05/15/2007
City Finance................................. $ 256,679 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 September 30, 2006, $4.86
million aggregate principal amount of loans was secured by our land and plants
located in the PRC and $17.07 million aggregate principle amount of loans was
guaranteed by Henan Zhongpin Industrial Co., Ltd.
We believe our existing cash and cash equivalents, together with our
available lines of credit, will be sufficient to finance our investment to the
new facilities, operating requirements and anticipated capital expenditures of
approximately $22.10 million over the next 12 months.
CONTRACTUAL COMMITMENTS
The following table summarizes our contractual obligations at September 30,
2006 and the effect those obligations are expected to have on our liquidity and
cash flow in future periods.
PAYMENTS DUE BY PERIOD
(IN THOUSANDS)
-------------------------------------------------------
LESS THAN MORE THAN
CONTRACTUAL OBLIGATIONS TOTAL 1 YEAR 1-3 YEARS 3-5 YEARS 5 YEARS
- ----------------------- ----- ------ --------- --------- -------
Long-Term Debt Obligations............... $2,256 $146 $292 $292 $1,526
Capital Lease Obligations................ -- -- -- -- --
Operating Lease Obligations.............. -- -- -- -- --
Purchase Obligations..................... -- -- -- -- --
Other Obligations........................ -- -- -- -- --
------ ---- ---- ---- ------
Total........................... $2,256 $146 $292 $292 $1,526
====== ==== ==== ==== ======
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.
36
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DISCLOSURES ABOUT 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 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.
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.
37
ZHONGPIN INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
During the three months ended September 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.
38
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: November 14, 2006
By: /s/ Xianfu Zhu
-------------------------
Xianfu Zhu
Chief Executive Officer
By: /s/ Yuanmei Ma
-------------------------
Yuanmei Ma
Chief Financial Officer
39
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