BEIJING and CHANGGE, China, May 9, 2013 /PRNewswire/ -- Zhongpin Inc. ("Zhongpin" or the "Company," Nasdaq: HOGS), a leading meat and food processing company in the People's Republic of China, today reported higher sales revenues and lower net income for the first quarter ended March 31, 2013 compared with the first quarter 2012.

First quarter 2013 highlights


    --  Sales revenues increased 2% to $382.4 million in the first quarter 2013
        from $374.1 million in the first quarter 2012 primarily due to higher
        sales volume of pork products sold at lower average selling prices.
    --  Net income decreased 13% to $10.6 million in the first quarter 2013 from
        $12.2 million in the first quarter 2012 primarily due to higher
        operating expenses in support of higher sales, more employees to support
        expansion, higher promotional activities, and higher interest expense,
        partly offset by higher gross profit. The higher expenses were mainly
        due to the higher volume of business and intense competitive pressure in
        the pork market due to the ongoing industry consolidation.
    --  Basic earnings per share (based on net income attributable to Zhongpin
        shareholders) decreased 12% to $0.29 in the first quarter 2013 from
        $0.33 in the first quarter 2012. Weighted average basic shares
        outstanding decreased 1% to 37,209,344 shares in the first quarter 2013
        from 37,498,563 shares in the first quarter 2012.
    --  Diluted earnings per share (based on net income attributable to Zhongpin
        shareholders) decreased 15% to $0.28 in the first quarter 2013 from
        $0.33 in the first quarter 2012. Weighted average diluted shares
        outstanding decreased 1% to 37,278,630 shares in the first quarter 2013
        from 37,503,019 shares in the first quarter 2012.
    --  As of March 31, 2012, Zhongpin had 40,376,182 shares of common stock
        issued, of which 37,209,344 were outstanding and 3,166,838 were held as
        treasury stock.

Mr. Xianfu Zhu, Chairman and Chief Executive Officer of Zhongpin, said, "Our results for the first quarter of 2013 clearly illustrate the intense competitive pressure in the meat industry in China.

"While the demand for all our pork products, measured by our tonnage sold, was up 10.6% in the first quarter 2013 from last year's first quarter, the average price per ton for those products dropped 7.5%. Sequentially, the first quarter 2013 average price for all our pork products was only 1.0% higher than in the fourth quarter 2012.

"Both comparisons are substantially different from the normal seasonal pattern, when the first quarter prices often peak for the year due to the high demand for pork during the Chinese New Year. Those prices reflect strong competition to gain market share that is pressuring prices and financial performance.

"Our gross profit margin increased 0.6 percentage points to 10.1% in the first quarter from 9.5% in the first quarter 2012 primarily due to higher gross profit margins on our prepared pork products and from an increase in the spread between pork prices and hog prices, due to lower hog prices.

"Our operating expenses continued to increase to support higher sales. We added more employees to support expansion and had higher promotional activities and higher interest expense, all mainly due to the higher volume of business and expansion, plus the intense competitive pressure in the pork industry.

"For the year 2013, we expect that the demand for pork in China should remain strong and that Zhongpin's revenues from pork and pork products are likely to increase modestly based on higher tonnage sold at lower average prices compared with 2012. We anticipate that our net profit margin in 2013 will decrease due to increased competition in the industry, the expected increase in labor cost and overheads, and the expected increase in quality assurance and control costs in response to increased importance on food safety placed by the government and customers."

Capacity and market expansions update

Zhongpin is investing approximately $58.5 million to build a new production, research and development, and training complex in Changge, Henan province, excluding the cost of land use rights that it has already obtained. When completed, this new facility is expected to have an annual production capacity of about 100,000 metric tons for prepared pork products. Adjacent to this new production facility, Zhongpin plans to develop a center for research and development, training, and quality assurance and control. Construction for the first phase with a production capacity of approximately 50,000 metric tons for prepared pork products started in the second quarter of 2011 and was completed in the second quarter of 2012. Trial production started in July 2012, and the plant has been in regular production since the end of the third quarter of 2012.

Zhongpin established a joint venture company in June 2011, of which the Company owns 65%, with Henan Xinda Animal Husbandry Company Limited. The joint venture company is financed by capital contributions and bank loans. All capital contributions to the joint venture company have been made. The joint venture company is expected to provide 20,000 sire boars annually. Upon the completion of the building of infrastructures for sire boar breeding in the third quarter of 2012, the joint venture company leased the facility to a third party for an annual rental in the amount of RMB 5.0 million.

Zhongpin is investing approximately $18.0 million in a cold-chain logistics distribution center in Anyang, Henan province. This distribution center will have a temperature-adjustable warehouse with a floor area of approximately 27,000 square meters, processing capacity, a distribution center, and a quality control center. The distribution center will be used for third-party cold-chain logistics service. Zhongpin expects to put this distribution center into operation in the second quarter of 2013.

Zhongpin is investing approximately $87.5 million in a chilled and frozen food processing and distribution center in Kunshan, Jiangsu province, which is near Shanghai. The center will be built in three phases. The first phase will include a processing center, cold-chain logistics center, and business complex. Zhongpin invested about $35.0 million on the first phase that was put into operation in February 2013.

Zhongpin will be investing approximately $47.6 million to build a cold-chain logistics distribution center in Tangshan, Hebei province. This distribution center will have a 27,000 square meter temperature-adjustable warehouse, processing capacity, distribution center, and quality control center. This distribution center will be used for third-party cold-chain logistics service and is expected to be in operation in the fourth quarter of 2013.

As of March 31, 2013, Zhongpin had an annual capacity of 683,760 metric tons for chilled and frozen pork, 176,000 tons for prepared pork products, 20,000 tons for pork oil, and 30,000 tons for vegetables and fruits, for a combined total of 909,760 metric tons. In addition, its annual capacity for sausage casings was 100 million meters, and its annual capacity for the raw material to make heparin sodium was 300 billion units.

Sales revenues in the first quarter 2013

Total sales revenues increased $8.3 million or 2% to $382.4 million in the first quarter 2013 from $374.1 million in the first quarter 2012 primarily due to higher sales volume for pork and pork products sold at lower average selling prices.

The higher revenues resulted mainly from continued increases in the number of retail outlets, geographic expansion of its distribution network and processing facilities, and higher sales to chain restaurants, food service providers, and wholesalers and distributors in China, which were partially offset by lower average pork prices resulting from market fluctuations and industry competition. The following table shows tonnage, sales revenues, and average selling price per metric ton by product division for the first quarters of 2013 and 2012.



                                                        Sales by Product Division
                                                               (unaudited)
                                                               ----------

                                  First quarter ended                              First quarter ended
                                                                                      March 31, 2012
                                     March 31, 2013
                                     --------------

                           Metric                     Sales                    Average                 Metric          Sales
                                                     revenues                                                         revenues
                                                    (millions)                                                       (millions)           Average
                             tons                                             price per                 tons                            price per
                                                                              metric ton                                                metric ton
                                                                              ----------                                                ----------

    Pork and Pork Products

    Chilled pork                           92,349                                    $243.1                   $2,632             87,146            $248.8 $2,855

    Frozen pork                            25,282                                      58.6                   $2,318             25,523              67.0 $2,625

    Prepared pork products                 30,657                                      78.4                   $2,557             21,426              55.7 $2,600

    Vegetables and Fruits                   2,498                                       2.3                     $921              2,906               2.6   $895
                                            -----                                       ---                                       -----               ---

    Total                                 150,786                                    $382.4                   $2,536            137,001            $374.1 $2,731

Chilled pork revenues decreased on higher tonnage at lower average prices per metric ton. Chilled pork revenues decreased 2% in the first quarter 2013 from the first quarter 2012. Chilled pork tonnage increased 6% and the average price per metric ton decreased 8% in the first quarter 2013 from the first quarter 2012. The lower revenues from chilled pork were mainly due to lower average selling prices for chilled pork as a result of fluctuations in market prices of chilled pork or chilled pork-related products, partly offset by the higher tonnage sold.

Frozen pork revenues decreased on lower tonnage at lower average prices. Frozen pork revenues decreased 13% in the first quarter 2013 from the first quarter 2012. Frozen pork tonnage decreased 1% and the average price per metric ton decreased 12% in the first quarter 2013 from the first quarter 2012. The lower tonnage in the first quarter 2013 was primarily due to Zhongpin's strategic adjustment of its product mix towards selling less frozen pork, which has a lower profit margin. The average price per metric ton for frozen pork decreased due to fluctuations in the market prices of frozen pork or frozen pork-related products.

Prepared pork revenues increased on higher tonnage at lower average prices. Revenues from prepared pork products increased 41% in the first quarter 2013 from the first quarter 2012. Prepared pork tonnage increased 43% and the average price per metric ton decreased 2% in the first quarter 2013 from the first quarter 2012. Prepared pork products are becoming more important to our business since customers are increasingly demanding them for their flavor and convenience and are willing to pay higher average prices for these products. We plan to gradually increase sales from prepared pork products by increasing our brand recognition and expanding our capacity for these products.

Pork products totaled 99.4% of total sales revenues in the first quarter 2013 and 99.3% in the first quarter 2012.

Geographic coverage and distribution channels

The sales of pork and vegetable products are closely related to the particular regional markets in which our distribution channels are located. Therefore, the increase in metric tons sold in the first quarter 2013 was partly attributable to our efforts to expand our geographic coverage and broaden our distribution channels since 2011.

The following table shows sales revenues by distribution channel. In the first quarter 2013, sales to wholesalers and distributors accounted for 41% of sales revenues, restaurants and food services were 27%, retail channels were 30%, and export and import were 2%.


                                                       Sales Revenues by Distribution Channel
                                                                     (unaudited)
                                                                     ----------

    U.S. $ in millions except %   First quarter ended                    Net                  Percent
                                        March 31
                                                                        change                  change
                                                                        ------                  ------

                                        2013                 2012
                                        ----                 ----

    Wholesalers and distributors                $157.2                             $153.7              $3.5     2%

    Restaurants and food services                104.6                               96.1               8.5    9 %

    Retail channels                              115.3                              117.0              (1.7)  (1)%

    Export and import                              5.3                                7.3              (2.0) (27)%
                                                   ---                                ---              ----

    Total                                       $382.4                             $374.1              $8.3    2 %

The increase in sales revenues from different distribution channels was mainly due to the following factors: (a) we have built our brand image and brand recognition through general advertising, display promotions, and sales campaigns; (b) we have increased the number of stores and other channels through which we sell our products; and (c) we believe consumers are placing more importance on food safety considerations and are willing to pay higher prices for safe food products.

As of March 31, 2013, Zhongpin's customers included 158 international and domestic fast food companies in China, 167 processing factories, and 1,392 school cafeterias, factory canteens, hotels, army bases, hospitals, and government departments. As of March 31, 2013, Zhongpin also sold directly to consumers in 3,502 retail outlets, including supermarkets, in China.

The following table shows the retail channels and number of stores and counters that generated sales volume in the first quarters of 2013 and 2012.


                                Numbers of Retail Stores and Counters
                                      (Generating Sales Volume)
                                             (unaudited)
                                             ----------

                          As of March 31,                          Net       Percent

                                                                 change       change
                                                                 ------       ------

    Retail channels       2013                  2012
                          ----                  ----

    Showcase stores        152                   161                     (9)  (6)%

    Branded stores       1,497                 1,329                    168    13%

    Supermarket counters 1,853                 1,948                    (95)  (5)%
                         -----                 -----                    ---

    Total retail         3,502                 3,438                     64     2%

Geographic expansion and broader channel coverage together have been important factors in our long-term success, including in the first quarter 2013. The table below shows the number of cities, subdivided by the size, in which we distribute our products through all of our distribution channels at the end of the first quarters of 2013 and 2012.


                              Number of Cities by Tier
                           for All Distribution Channels
                                    (unaudited)
                                     ----------

                       As of March 31,                  Net       Percent
                                                       change
                                                                  change
                                                                  ------

                       2013                 2012
                       ----                 ----

    First-tier cities
     (largest)           29                   29                -         0%

    Second-tier cities  137                  134                3         2%

    Third-tier cities   439                  435                4         1%
                        ---                  ---              ---

    Total cities        605                  598                7         1%

Cost of sales and gross profit margin

Cost of sales primarily includes the costs of raw materials, labor costs, and overhead. Of the total cost of sales, the cost of raw materials typically accounts for about 95.5% to 95.8%, overhead typically accounts for 2.7% to 2.8%, and labor costs typically account for 1.5% to 1.7%, with slight variations from period to period. All of our meat products are derived from the same raw materials, which are live hogs. Vegetable and fruit products are purchased from farmers located close to Zhongpin's processing facility in Changge in Henan province. As a result, the purchasing costs of live hogs and vegetables and fruits represent substantially all of the costs of raw materials. The increase in our cost of sales was consistent with but considerably lower than our increase in sales revenues.


                                               Cost of Sales by Product Division
                                                          (unaudited)
                                                          ----------

                            First quarter ended                                First quarter ended
                               March 31, 2013                                    March 31, 2012
                               --------------                                    --------------

                           Metric tons                 Cost of                       Average       Metric        Cost of         Average
                                                        sales                        cost per       tons          sales         cost per
                                                      (millions)                      metric                   (millions)         metric
                                                                                        ton                                        ton
                                                                                        ---                                        ---

    Pork and Pork Products

    Chilled pork                     92,349                                  $221.3                     $2,396           87,146          $227.1 $2,606

    Frozen pork                      25,282                                    54.8                     $2,168           25,523            62.8 $2,461

    Prepared pork products           30,657                                    65.8                     $2,146           21,426            46.5 $2,170

    Vegetables and Fruits             2,498                                     2.0                       $801            2,906             2.3   $791
                                      -----                                     ---                                       -----             ---

    Total                           150,786                                  $343.9                     $2,281          137,001          $338.7 $2,472

Gross profit margin (gross profit divided by sales revenues) increased to 10.1% in the first quarter 2013 from 9.5% in the first quarter 2012 primarily due to (a) a higher percentage of revenues from prepared pork products, which contribute a higher margin than other products, and (b) an increase in the gap between pork prices over hog prices, with hogs being the bulk of our cost of sales.

General, administrative, and selling expenses

General and administrative expenses increased $1.7 million or 18% to $11.1 million in the first quarter 2013 from $9.4 million in the first quarter 2012. As a percent of revenues, general and administrative expenses increased to 2.9% in the first quarter 2013 from 2.5% in the first quarter 2012. The higher general and administrative expenses in the first quarter 2013 were primarily the result of a $0.2 million increase in bad debt provision due to higher accounts receivable on March 31, 2013, a $0.3 million increase in salary expenses because the average salary paid to employees increased, and a $0.7 million increase in administrative expenses due mainly to higher expenses related to the going private transaction.

Selling expenses increased $2.3 million or 34% to $8.7 million in the first quarter 2013 from $6.4 million in the first quarter 2012. Selling expenses as a percent of revenues increased to 2.3% in the first quarter 2013 from 1.7% in the first quarter 2012. The higher selling expenses were primarily the result of the higher sales of pork and pork products and were primarily due to a $0.3 million increase in salary expenses because of an increase in the average salary paid to employees, $0.8 million increase in promotion expenses for higher promotional activities to compete more effectively in the industry, and a $0.6 million increase in super market management fees.

Interest expense, net

Interest expense, net of interest income, increased $0.7 million or 9% to $8.3 million in the first quarter 2013 from $7.6 million in the first quarter 2012. The increase in interest expense, net of interest income, was primarily due to higher average outstanding loan balances in the first quarter 2013 compared with the first quarter 2012.

Other income and government subsidies

Other income and government subsidies decreased $0.3 million or 20% to $1.2 million in the first quarter 2013 from $1.5 million in the first quarter 2012 primarily due to a $0.2 million decrease in other income and a $0.1 million decrease in government subsidies.

Provision for income taxes

The enterprise income tax rate in China on income generated from the sale of prepared products is 25% and there is no income tax on income generated from the sale of raw products, including raw meat products and raw vegetable and fruit products. The provision for income taxes decreased $0.4 million in the first quarter 2013 from the first quarter 2012 due to higher sales of prepared pork products at lower gross profit margins.

Net income

As a result of the foregoing, net income decreased $1.6 million or 13% to $10.6 million in the first quarter 2013 from $12.2 million in the first quarter 2012. The net profit margin (net income divided by sales revenues) declined to 2.8% in the first quarter 2013 from 3.3% in the first quarter 2012.

Earnings per share

The earnings per share numbers below are based on net income attributable to Zhongpin Inc. shareholders.

Basic earnings per share decreased 12% to $0.29 in the first quarter 2013 from $0.33 in the first quarter 2012. Weighted average basic shares outstanding decreased 1% to 37,209,344 shares in the first quarter 2013 from 37,498,563 shares in the first quarter 2012.

Diluted earnings per share decreased 15% to $0.28 in the first quarter 2013 from $0.33 in the first quarter 2012. Weighted average diluted shares outstanding decreased 1% to 37,278,630 shares in the first quarter 2013 from 37,503,019 shares in the first quarter 2012.

As of March 31, 2013, Zhongpin had 40,376,182 shares of common stock issued, of which 37,209,344 were outstanding and 3,166,838 were held as treasury stock.

Liquidity and capital resources

During the first quarter 2013, Zhongpin's cash and cash equivalents increased by $117.9 million. Cash and cash equivalents (excluding restricted cash) totaled $294.3 million as of March 31, 2013 compared with $176.4 million as of December 31, 2012. As of March 31, 2013, working capital (current assets minus current liabilities) was $31.6 million.

Net cash used in operating activities in the first quarter 2013 was $16.6 million, primarily from net income that provided $10.6 million, depreciation and amortization that provided $6.5 million, a provision for allowance for bad debts that provided $1.9 million, accounts receivable and accounts payable that used a net total of $35.7 million, inventories that provided $3.5 million, deposits from customers that used $2.6 million, and other items that used $0.8 million, net.

Net cash used in investing activities in the first quarter 2013 was $7.7 million for construction in progress, additions to land use rights, and additions to property and equipment.

Net cash provided by financing activities in the first quarter 2013 was $141.4 million, primarily from the proceeds from loans, notes, and bonds, net of repayments, that provided $107.5 million, proceeds from a capital lease obligation that provided $29.5 million, and an increase in restricted cash that provided $4.4 million.

As a result, including the effect from foreign currency exchange rate changes on cash, Zhongpin increased its cash and cash equivalents in the first quarter 2013 by $117.9 million. Cash and cash equivalents on March 31, 2013 totaled $294.3 million compared with $176.4 million as of December 31, 2012.

Zhongpin believes its existing cash and cash equivalents, together with its ability to secure bank borrowings, will be sufficient to finance its investment in new facilities, with budgeted capital expenditures of about $103.5 million over the next 12 months, and to satisfy its working capital needs. It intends to satisfy its short-term debt obligations that mature over the next 12 months through additional short-term bank loans, in most cases by rolling over the maturing loans into new short-term loans with the same lenders as the Company has done in the past.

Conference call and webcast

Zhongpin will host its first quarter 2013 earnings conference call and live webcast at 8:00 a.m. Eastern Daylight Time (New York) on Friday, May 10, 2013, which is also 8:00 p.m. in China and Hong Kong on the same day.

The dial-in details for the live conference call are:



    1 866 978 9970                      United States toll free

    1 800 033 457                       Australia toll free

    1 855 790 8866                      Canada toll free

    800 803 6103                         China mainland toll free land
                                         line

    400 681 6405                         China mainland (small access
                                         fee) mobile

    400 658 8165                         China mainland (small access
                                         fee) mobile

    8025 0180                           Denmark toll free

    0805 631 899                        France toll free

    3027 5500                           Hong Kong local

    180 940 6949                        Israel toll free

    005 3112 2600                       Japan toll free

    8002 8922                           Luxembourg toll free

    0800 022 7874                       Netherlands toll free

    800 120 6122                        Singapore local

    800 600 667                         Spain toll free

    0800 279 7785                       United Kingdom toll free

    1 866 978 9970                      United States toll free

    +852 3027 5500                       International dial-in toll
                                         call


    326 957#                             Live call --participant
                                         access code

The live webcast and archive of the conference call will be available on the Investor Relations section of Zhongpin's website at http://www.zpfood.com.

A telephone playback of the call will be available after the conclusion of the conference call through 8:00 a.m. Eastern Daylight Time, June 8, 2013.

The dial-in details for the telephone playback are:



    1 866 753 0743                      United States toll free

    1 800 792 965                       Australia toll free

    1 866 518 1652                      Canada toll free

    800 876 5016                         China mainland toll free land
                                         line

    8088 6774                           Denmark toll free

    0800 901 585                        France toll free

    3027 5520                           Hong Kong local

    0053 1121 925                       Japan toll free

    800 852 3586                        Singapore toll free

    0808 234 7126                       United Kingdom toll free

    1 866 753 0743                      United States toll free

    +852 3027 5520                      International toll call


    145 136#                             Playback --conference
                                         reference

About Zhongpin

Zhongpin Inc. is a leading meat and food processing company that specializes in pork and pork products, vegetables, and fruits in China. Its distribution network in China covers 20 provinces plus Beijing, Shanghai, Tianjin, and Chongqing and includes 3,502 retail outlets as of March 31, 2013. Zhongpin's export markets include Europe, Hong Kong, and other countries in Asia.

For more information about Zhongpin, please visit Zhongpin's website at http://www.zpfood.com.

Safe harbor statement

Certain statements in this news release may be forward-looking statements made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Zhongpin has based its forward-looking statements largely on its current expectations and projections about future events and trends that it believes may affect its business strategy, results of operations, financial condition, and financing needs.

These projections involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, which may include but are not limited to such factors as downturns in the Chinese economy, unanticipated changes in product demand, interruptions in the supply of live pigs and or raw pork, the effects of weather on hog feed production, poor performance of the retail distribution network, delivery delays, freezer facility malfunctions, Zhongpin's ability to build and commence new production facilities according to intended timelines, the ability to prepare Zhongpin for growth, the ability to predict Zhongpin's future financial performance and financing ability, changes in regulations, the impacts of the proposed going private transaction, and other information detailed in Zhongpin's filings with the United States Securities and Exchange Commission. These filings are available from www.sec.gov or from Zhongpin's website at www.zpfood.com.

You are urged to consider these factors carefully in evaluating Zhongpin's forward-looking statements and are cautioned not to place undue reliance on those forward-looking statements, which are qualified in their entirety by this cautionary statement. All information provided in this news release is as of the date of this release. Zhongpin does not undertake any obligation to update any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

For more information, please contact:

Zhongpin Inc.

Mr. Sterling Song (English and Chinese)
Director of Investor Relations
Telephone +86 10 8455 4188 extension 106 in Beijing
ir@zhongpin.com

Mr. Warren (Feng) Wang (English and Chinese)
Chief Financial Officer
Telephone +86 10 8455 4388 in Beijing
warren.wang@zhongpin.com

Christensen

Mr. Victor Kuo (English and Chinese)
Telephone +86 10 5826 4939 in Beijing
vkuo@christensenir.com

Mr. Tom Myers (English)
Mobile +86 139 1141 3520 in Beijing
tmyers@christensenir.com

www.zpfood.com

Financial statements follow.

                                                                                                                                                                                                                                                                                                    
                                                                                                                                           ZHONGPIN INC.
                                                                                                                                                                                                                                                                                                    
                                                                                                             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                                                                                                                                                                                                                                                                                    
                                                                                                                                   (In U.S.dollars) (Unaudited)
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                         
                                                                                                                                                           Three Months Ended March 31,
                                                                                                                                                           ----------------------------
                                                                                                                                                                                                                                                 
                                                                                                                                                                                   2013                                                    2012
                                                                                                                                                                                   ----                                                    ----
                                                                                                                                                                                                                                                                                                    
    Revenues
                                                                                                                                                                                                                                                                                                    
    Sales revenues                                                                                                                                                                                              $382,358,018                                                          $374,127,384
                                                                                                                                                                                                                                                                                                    
    Cost of sales                                                                                                                                                                                               (343,913,400)                                                         (338,651,649)
                                                                                                                                                                                                                ------------                                                          ------------
                                                                                                                                                                                                                                                                                                    
    Gross profit                                                                                                                                                                                                  38,444,618                                                            35,475,735
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Operating expenses
                                                                                                                                                                                                                                                                                                    
    General and administrative expenses                                                                                                                                                                          (11,117,768)                                                           (9,416,975)
                                                                                                                                                                                                                                                                                                    
    Selling expenses                                                                                                                                                                                              (8,650,157)                                                           (6,437,120)
                                                                                                                                                                                                                                                                                                    
    Research and development expenses                                                                                                                                                                               (132,331)                                                              (86,628)
                                                                                                                                                                                                                    --------                                                               -------
                                                                                                                                                                                                                                                                                                    
    Total operating expenses                                                                                                                                                                                     (19,900,256)                                                          (15,940,723)
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Income from operations                                                                                                                                                                                        18,544,362                                                            19,535,012
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Other income (expense)
                                                                                                                                                                                                                                                                                                    
    Interest expenses, net                                                                                                                                                                                        (8,289,066)                                                           (7,625,481)
                                                                                                                                                                                                                                                                                                    
    Other income, net                                                                                                                                                                                                400,325                                                               563,605
                                                                                                                                                                                                                                                                                                    
    Government subsidies                                                                                                                                                                                             776,718                                                               915,348
                                                                                                                                                                                                                     -------                                                               -------
                                                                                                                                                                                                                                                                                                    
    Total other expenses                                                                                                                                                                                          (7,112,023)                                                           (6,146,528)
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Net income before taxes                                                                                                                                                                                       11,432,339                                                            13,388,484
                                                                                                                                                                                                                                                                                                    
    Provision for income taxes                                                                                                                                                                                      (811,687)                                                           (1,193,329)
                                                                                                                                                                                                                    --------                                                            ----------
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Net income after taxes                                                                                                                                                                                        10,620,652                                                            12,195,155
                                                                                                                                                                                                                                                                                                    
    Net (income) loss attributable to non-controlling interests                                                                                                                                                      (10,938)                                                                2,160
                                                                                                                                                                                                                     -------                                                                 -----
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Net income attributable to Zhongpin Inc. shareholders                                                                                                                                                         10,609,714                                                            12,197,315
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Foreign currency translation adjustment                                                                                                                                                                        1,555,861                                                               582,654
                                                                                                                                                                                                                                                                                                    
    Foreign currency translation adjustment attributable to                                                                                                                                                           (2,337)                                                                 (863)
                                                                                                                                                                                                                      ------                                                                  ----
                                                                                                                                                           
    non-controlling interests
                                                                                                                                                                                                                                                                                                    
    Foreign currency translation adjustment attributable to                                                                                                                                                        1,553,524                                                               581,791
                                                                                                                                                           
    Zhongpin Inc. shareholders
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Comprehensive income                                                                                                                                                                                          12,176,513                                                            12,777,809
                                                                                                                                                                                                                                                                                                    
    Comprehensive (income) loss attributable to non-                                                                                                                                                                 (13,275)                                                                1,297
                                                                                                                                                                                                                     -------                                                                 -----
                                                                                                                                                           
    controlling interests
                                                                                                                                                                                                                                                                                                    
    Comprehensive income attributable to Zhongpin Inc.                                                                                                                                                           $12,163,238                                                           $12,779,106
                                                                                                                                                                                                                 ===========                                                           ===========
                                                                                                                                                           
    shareholders
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Basic earnings per common share                                                                                                                                                                                    $0.29                                                                 $0.33
                                                                                                                                                                                                                                                                                                    
    Diluted earnings per common share                                                                                                                                                                                  $0.28                                                                 $0.33
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Basic weighted average shares outstanding                                                                                                                                                                     37,209,344                                                            37,498,563
                                                                                                                                                                                                                                                                                                    
    Diluted weighted average shares outstanding                                                                                                                                                                   37,278,630                                                            37,503,019
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    The accompanying notes are an integral part of these condensed consolidated financial statements.
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
                                                                                                                                           ZHONGPIN INC.
                                                                                                                                                                                                                                                                                                    
                                                                                                                               CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                                                                                                                                                                                                                                                    
                                                                                                                                         (In U.S.dollars)
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                 
                                                                                                                                                                  March 31, 2013                                              December 31, 2012
                                                                                                                                                                  --------------                                              -----------------
                                                                                                                                                                                                                                                             
                                                                            ASSETS                                                                                  (Unaudited)
                                                                                                                                                                                                                                                                                                    
    Current assets
                                                                                                                                                                                                                                                                                                    
    Cash and cash equivalents                                                                                                                                                                                   $294,315,174                                                          $176,441,332
                                                                                                                                                                                                                                                                                                    
    Restricted cash                                                                                                                                                                                              105,866,898                                                           109,954,161
                                                                                                                                                                                                                                                                                                    
    Bank notes receivable                                                                                                                                                                                        102,110,143                                                            72,369,700
                                                                                                                                                                                                                                                                                                    
    Accounts receivable, net of allowance for doubtful accounts of                                                                                                                                               120,800,332                                                            85,167,801
                                                                                                                                                           
                                                                                                                                $6,666,258 and $4,775,526
                                                                                                                                                                                                                                                                                                    
    Other receivables, net of allowance for doubtful accounts of                                                                                                                                                     977,803                                                               865,060
                                                                                                                                                           
                                                                                                                                    $509,084 and $493,484
                                                                                                                                                                                                                                                                                                    
    Purchase deposits                                                                                                                                                                                              7,034,952                                                             6,798,356
                                                                                                                                                                                                                                                                                                    
    Inventories                                                                                                                                                                                                   34,600,019                                                            37,979,226
                                                                                                                                                                                                                                                                                                    
    Prepaid expenses                                                                                                                                                                                                 389,955                                                               449,127
                                                                                                                                                                                                                                                                                                    
    Allowance receivables                                                                                                                                                                                            958,698                                                               956,166
                                                                                                                                                                                                                                                                                                    
    VAT recoverable                                                                                                                                                                                               33,410,038                                                            32,719,543
                                                                                                                                                                                                                                                                                                    
    Deferred tax assets                                                                                                                                                                                              802,297                                                               800,179
                                                                                                                                                                                                                                                                                                    
    Other current assets                                                                                                                                                                                             699,311                                                                73,413
                                                                                                                                                                                                                     -------                                                                ------
                                                                                                                                                                                                                                                                                                    
    Total current assets                                                                                                                                                                                         701,965,620                                                           524,574,064
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Long-term investment                                                                                                                                                                                             478,553                                                               477,289
                                                                                                                                                                                                                                                                                                    
    Property, plant and equipment, net                                                                                                                                                                           514,193,986                                                           470,447,775
                                                                                                                                                                                                                                                                                                    
    Deposits for purchase of land use rights                                                                                                                                                                      15,389,482                                                            17,285,461
                                                                                                                                                                                                                                                                                                    
    Construction in progress                                                                                                                                                                                      46,193,135                                                            86,509,865
                                                                                                                                                                                                                                                                                                    
    Land use rights                                                                                                                                                                                              118,412,570                                                           116,785,769
                                                                                                                                                                                                                                                                                                    
    Other non-current assets                                                                                                                                                                                       4,452,434                                                             2,554,680
                                                                                                                                                                                                                   ---------                                                             ---------
                                                                                                                                                                                                                                                                                                    
    Total assets                                                                                                                                                                                              $1,401,085,780                                                        $1,218,634,903
                                                                                                                                                                                                              ==============                                                        ==============
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
                                                             LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                                                                                                                                                                                                                                                    
    Current liabilities
                                                                                                                                                                                                                                                                                                    
    Short-term loans                                                                                                                                                                                            $246,785,205                                                          $228,632,849
                                                                                                                                                                                                                                                                                                    
    Bank notes payable                                                                                                                                                                                           209,955,495                                                           219,333,386
                                                                                                                                                                                                                                                                                                    
    Long-term loans - current portion                                                                                                                                                                             45,303,004                                                            52,183,597
                                                                                                                                                                                                                                                                                                    
    Short-term financial bonds                                                                                                                                                                                    95,710,571                                                                     -
                                                                                                                                                                                                                                                                                                    
    Capital lease obligation - current portion                                                                                                                                                                     7,298,023                                                                     -
                                                                                                                                                                                                                                                                                                    
    Accounts payable                                                                                                                                                                                              13,498,479                                                            11,918,351
                                                                                                                                                                                                                                                                                                    
    Other payables                                                                                                                                                                                                23,663,592                                                            24,053,321
                                                                                                                                                                                                                                                                                                    
    Accrued liabilities                                                                                                                                                                                           19,335,514                                                            18,353,887
                                                                                                                                                                                                                                                                                                    
    Deposits from customers                                                                                                                                                                                        7,343,501                                                             9,935,877
                                                                                                                                                                                                                                                                                                    
    Tax payable                                                                                                                                                                                                    1,396,404                                                             1,778,724
                                                                                                                                                                                                                                                                                                    
    Deferred subsidy - current portion                                                                                                                                                                                84,943                                                                84,852
                                                                                                                                                                                                                      ------                                                                ------
                                                                                                                                                                                                                                                                                                    
    Total current liabilities                                                                                                                                                                                    670,374,731                                                           566,274,844
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Long-term liabilities
                                                                                                                                                                                                                                                                                                    
    Deferred tax liabilities                                                                                                                                                                                         745,839                                                               743,869
                                                                                                                                                                                                                                                                                                    
    Long-term loans                                                                                                                                                                                              143,374,475                                                           101,792,652
                                                                                                                                                                                                                                                                                                    
    Capital lease obligation                                                                                                                                                                                      24,605,501                                                                     -
                                                                                                                                                                                                                                                                                                    
    Deferred subsidy - long-term portion                                                                                                                                                                           2,371,185                                                             2,386,002
                                                                                                                                                                                                                   ---------                                                             ---------
                                                                                                                                                                                                                                                                                                    
    Total liabilities                                                                                                                                                                                            841,471,731                                                           671,197,367
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Equity
                                                                                                                                                                                                                                                                                                    
    Common stock: par value $0.001; 100,000,000 authorized;                                                                                                                                                           40,376                                                                40,376
                                                                                                                                                           
    40,376,182 and 40,376,182 shares issued as of March 31, 2013
                                                                                                                                                           
    and December 31, 2012; and 37,209,344 and 37,209,344 shares
                                                                                                                                                           
    outstanding as of March 31, 2013 and December 31, 2012
                                                                                                                                                                                                                                                                                                    
    Additional paid-in capital                                                                                                                                                                                   240,063,993                                                           240,063,993
                                                                                                                                                                                                                                                                                                    
    Retained earnings                                                                                                                                                                                            288,878,462                                                           278,268,748
                                                                                                                                                                                                                                                                                                    
    Treasury stock, at cost: 3,166,838 and 3,166,838 shares as of                                                                                                                                                (26,225,646)                                                          (26,225,646)
                                                                                                                                                           
    March 31, 2013 and December 31, 2012
                                                                                                                                                                                                                                                                                                    
    Accumulated other comprehensive income                                                                                                                                                                        55,967,484                                                            54,413,960
                                                                                                                                                                                                                  ----------                                                            ----------
                                                                                                                                                                                                                                                                                                    
    Total Zhongpin Inc. Shareholders' equity                                                                                                                                                                     558,724,669                                                           546,561,431
                                                                                                                                                                                                                 -----------                                                           -----------
                                                                                                                                                                                                                                                                                                    
    Non-controlling interests                                                                                                                                                                                        889,380                                                               876,105
                                                                                                                                                                                                                                                                                                    
    Total shareholders' equity                                                                                                                                                                                   559,614,049                                                           547,437,536
                                                                                                                                                                                                                 -----------                                                           -----------
                                                                                                                                                                                                                                                                                                    
    Total liabilities and shareholders' equity                                                                                                                                                                $1,401,085,780                                                        $1,218,634,903
                                                                                                                                                                                                              ==============                                                        ==============
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    The accompanying notes are an integral part of these condensed consolidated financial statements.
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
                                                                                                                                           ZHONGPIN INC.
                                                                                                                                                                                                                                                                                                    
                                                                                                                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                                                                                                                                                                                                                    
                                                                                                                                   (In U.S.dollars) (Unaudited)
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                         
                                                                                                                                                           Three Months Ended March 31,
                                                                                                                                                           ----------------------------
                                                                                                                                                                                                                                                 
                                                                                                                                                                                   2013                                                    2012
                                                                                                                                                                                   ----                                                    ----
                                                                                                                                                                                                                                                                                                    
    Cash flows from operating activities:
                                                                                                                                                                                                                                                                                                    
    Net income                                                                                                                                                                                                   $10,620,652                                                           $12,195,155
                                                                                                                                                                                                                                                                                                    
    Adjustments to reconcile net income to net cash used in operations:
                                                                                                                                                                                                                                                                                                    
    Depreciation                                                                                                                                                                                                   5,899,289                                                             5,537,984
                                                                                                                                                                                                                                                                                                    
    Amortization of land use rights                                                                                                                                                                                  644,802                                                               516,966
                                                                                                                                                                                                                                                                                                    
    Provision for allowance for bad debts                                                                                                                                                                          1,889,563                                                             1,657,949
                                                                                                                                                                                                                                                                                                    
    Other income                                                                                                                                                                                                     (88,790)                                                             (129,699)
                                                                                                                                                                                                                                                                                                    
    Deferred subsidy                                                                                                                                                                                                 (21,236)                                                                    -
                                                                                                                                                                                                                                                                                                    
    Stock-based compensation expense                                                                                                                                                                                       -                                                               417,749
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Changes in operating assets and liabilities:
                                                                                                                                                                                                                                                                                                    
    Accounts receivable                                                                                                                                                                                          (37,228,084)                                                          (31,521,161)
                                                                                                                                                                                                                                                                                                    
    Other receivables                                                                                                                                                                                               (124,907)                                                             (950,981)
                                                                                                                                                                                                                                                                                                    
    Purchase deposits                                                                                                                                                                                               (218,259)                                                            1,489,444
                                                                                                                                                                                                                                                                                                    
    Prepaid expenses                                                                                                                                                                                                  60,153                                                                75,128
                                                                                                                                                                                                                                                                                                    
    Inventories                                                                                                                                                                                                    3,474,455                                                           (13,251,435)
                                                                                                                                                                                                                                                                                                    
    Allowance receivables                                                                                                                                                                                                  -                                                             2,160,068
                                                                                                                                                                                                                                                                                                    
    VAT recoverable                                                                                                                                                                                                 (602,931)                                                           (5,225,549)
                                                                                                                                                                                                                                                                                                    
    Other current assets                                                                                                                                                                                              (2,023)                                                             (118,029)
                                                                                                                                                                                                                                                                                                    
    Deferred charges                                                                                                                                                                                                       -                                                                 1,855
                                                                                                                                                                                                                                                                                                    
    Accounts payable                                                                                                                                                                                               1,546,201                                                            28,643,061
                                                                                                                                                                                                                                                                                                    
    Other payables                                                                                                                                                                                                  (318,966)                                                           (2,035,430)
                                                                                                                                                                                                                                                                                                    
    Accrued liabilities                                                                                                                                                                                              933,980                                                               388,216
                                                                                                                                                                                                                                                                                                    
    Taxes payable                                                                                                                                                                                                   (400,248)                                                              373,669
                                                                                                                                                                                                                                                                                                    
    Deposits from customers                                                                                                                                                                                       (2,614,682)                                                           (3,541,776)
                                                                                                                                                                                                                                                                                                    
    Deposits from customers - long-term portion                                                                                                                                                                            -                                                              (338,991)
                                                                                                                                                                                                                         ---                                                              --------
                                                                                                                                                                                                                                                                                                    
    Net cash used in operating activities                                                                                                                                                                        (16,551,031)                                                           (3,655,807)
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Cash flows from investing activities:
                                                                                                                                                                                                                                                                                                    
    Deposits for purchase of land use rights                                                                                                                                                                               -                                                           (10,555,624)
                                                                                                                                                                                                                                                                                                    
    Construction in progress                                                                                                                                                                                      (5,413,842)                                                          (11,461,585)
                                                                                                                                                                                                                                                                                                    
    Additions to property and equipment                                                                                                                                                                           (2,267,416)                                                           (2,585,772)
                                                                                                                                                                                                                                                                                                    
    Additions to land use rights                                                                                                                                                                                     (21,559)                                                                    -
                                                                                                                                                                                                                                                                                                    
    Proceeds on sale of fixed assets                                                                                                                                                                                       -                                                                 5,905
                                                                                                                                                                                                                         ---                                                                 -----
                                                                                                                                                                                                                                                                                                    
    Net cash used in investing activities                                                                                                                                                                         (7,702,817)                                                          (24,597,076)
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Cash flows from financing activities:
                                                                                                                                                                                                                                                                                                    
    Proceeds from (repayment of) bank notes, net                                                                                                                                                                 (39,447,085)                                                            9,806,307
                                                                                                                                                                                                                                                                                                    
    Proceeds from short-term bank loans                                                                                                                                                                           60,524,010                                                            88,785,573
                                                                                                                                                                                                                                                                                                    
    Repayment of short-term bank loans                                                                                                                                                                           (43,003,902)                                                          (49,538,008)
                                                                                                                                                                                                                                                                                                    
    Proceeds from long-term loans                                                                                                                                                                                 54,790,156                                                             7,926,069
                                                                                                                                                                                                                                                                                                    
    Repayment of long-term loans                                                                                                                                                                                 (20,549,090)                                                                    -
                                                                                                                                                                                                                                                                                                    
    Proceeds from short-term financial bonds, net of issuance costs                                                                                                                                               95,181,970                                                                     -
                                                                                                                                                                                                                                                                                                    
    Proceeds from capital lease obligation, net of issuance costs                                                                                                                                                 29,529,346                                                                     -
                                                                                                                                                                                                                                                                                                    
    Repayment of capital lease obligation                                                                                                                                                                                  -                                                            (1,498,250)
                                                                                                                                                                                                                                                                                                    
    Repurchases of common stock                                                                                                                                                                                            -                                                            (2,812,322)
                                                                                                                                                                                                                                                                                                    
    Increase in restricted cash                                                                                                                                                                                    4,371,725                                                                     -
                                                                                                                                                                                                                   ---------                                                                   ---
                                                                                                                                                                                                                                                                                                    
    Net cash provided by financing activities                                                                                                                                                                    141,397,130                                                            52,669,369
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Effects of rate changes on cash                                                                                                                                                                                  730,560                                                               226,450
                                                                                                                                                                                                                     -------                                                               -------
                                                                                                                                                                                                                                                                                                    
    Increase in cash and cash equivalents                                                                                                                                                                        117,873,842                                                            24,642,936
                                                                                                                                                                                                                                                                                                    
    Cash and cash equivalents, beginning of period                                                                                                                                                               176,441,332                                                           135,845,095
                                                                                                                                                                                                                 -----------                                                           -----------
                                                                                                                                                                                                                                                                                                    
    Cash and cash equivalents, end of period                                                                                                                                                                    $294,315,174                                                          $160,488,031
                                                                                                                                                                                                                ============                                                          ============
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    Supplemental disclosures of cash flow information:
                                                                                                                                                                                                                                                                                                    
    Cash paid for interest                                                                                                                                                                                        $9,596,014                                                            $8,122,027
                                                                                                                                                                                                                                                                                                    
    Cash paid for income taxes                                                                                                                                                                                    $1,199,986                                                              $819,660
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                    
    The accompanying notes are an integral part of these condensed consolidated financial statements.

SOURCE Zhongpin Inc.