8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2012

DEER CONSUMER PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-34407	20-5526104
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Area 2, 1/F, Building M-6, Central High-Tech Industrial Park, Nanshan, Shenzhen, China	518057
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (86) 755-8602-8285

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On August 9, 2012, Deer Consumer Products, Inc. issued a press release announcing second quarter 2012 financial results and affirming its 2012 financial guidance.

A copy of the press release is furnished as Exhibit 99.9 to this report and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit	Description
99.9	Press Release, “Deer Consumer Products, Inc. Announces Second Quarter 2012 Financial Results, Affirms 2012 Financial Guidance” dated August 9, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DEER CONSUMER PRODUCTS, INC.
		(Registrant)
Date:	August 9, 2012	By:	/s/ Ying He
		Name:	Ying He
		Title:	Chief Executive Officer

EX-99.99

Exhibit 99.9

Deer Consumer Products, Inc. Announces Second Quarter 2012 Financial Results, Affirms 2012 Financial Guidance

·   Q2/2012 quarterly revenue of $45.0 million

·   Q2/2012 quarterly gross profit of $13.2 million

·   Q2/2012 quarterly net income of $5.7 million

·   Anticipates favorable market conditions in China for continued growth in 2012

·   Affirms 2012 Financial Guidance

Deer Consumer Products, Inc.(Nasdaq: DEER) (website: http://www.deerinc.com/), a leading provider of "DEER" branded household consumer products to Chinese consumers and a leading vertically integrated manufacturer of small household and kitchen appliances for global customers, announces today financial results for the second quarter ended June 30, 2012.

Q2/2012 REVENUE

Our revenue for the three months ended June 30, 2012, was $45.0 million, which was consistent with our results for the three months ended June 30, 2011. The average selling prices of our products increased 150% in the second quarter of 2012 compared to our average selling prices in the second quarter of 2011. The increase in our selling prices conforms to our strategy of maintaining healthy profit margins across all of our product lines. We also increased our sales to the China domestic market to $45.0 million for the three months ended June 30, 2012, a 54% increase from $29.2 million in the same period of 2011.

We shifted our growth strategy to focus exclusively on China domestic markets, which offer higher profit margins than international markets. As a result, we reported no sales in South America, Asia, Europe, Middle East, Africa and the US in the quarter ended June 30, 2012. We are also transforming our business to focus on creating and marketing our own brand domestically.

Q2/2012 GROSS PROFIT MARGIN

Our gross margin increased slightly to 29.2% for the three months ended June 30, 2012, compared to 29.1% for the same period of 2011. Our gross margin is higher in the China domestic market compared to the export market because products generally sell at much higher prices at China retail and wholesale outlets than in international markets. We also are continuing to improve the efficiency of our manufacturing operations and further benefitting from economies of scale by producing motors and other primary components of our products in-house.

Q2/2012 OPERATING EXPENSES

Selling, general and administrative expenses for the three months ended June 30, 2012, were $5.6 million, an increase of $1.7 million, or 42.3%, from $3.9 million for the same period of 2011. Selling expenses for the three months ended June 30, 2012, increased by 44.3%, or $1.3 million, in comparison to the same period of 2011 due to a significant increase in advertising expenses. Associated selling expenses include advertising to expand our market share, increase brand awareness and to help generate the significant increase in sales. We retained Han Han, a famous writer in China, as our product spokesman. We also retained Shanghai Dingxiang Advertising Company to promote our dehumidifier products in Beijing, Shanghai, Hangzhou and Nanjing. The expenses incurred for our factory representatives and in-store promoters who promote our products directly to consumers at retail locations remained minimal.

Q2/2012 NET INCOME

Second quarter net income was $5.7 million, a decrease of 22% from Q2/2011. Fully diluted earnings per share were $0.17, an EPS decrease of 22% from Q2/2011. The decrease in net income was primarily due to the increase in our advertising expenses incurred to expand our market share and increase brand awareness.

Q2/2012 CASH FLOWS

As of June 30, 2012, we had $9.40 million in cash and equivalents on hand. Our principal liquidity demands are to help increase our sales in China by adding capacity, to improve sales distribution infrastructure, to purchase inventory and for general corporate purposes. We anticipate the cash we have on hand as of June 30, 2012, as well as the cash that we will generate from operations, will satisfy these requirements.

MANAGEMENT COMMENTS ON 2012 SECOND QUARTER FINANCIAL RESULTS

Bill He, Chairman & CEO of Deer, commented: "Deer is pleased to report its financial results for the second quarter of 2012. In 2010, Deer entered China's domestic markets with a strong push by putting its 'DEER' branded products on the shelves of retail locations across China. In 2012, Deer is continuing to expand its store presence across China and is adding additional in-store promotional staff to further enhance sales. Deer currently has access to approximately 4,000 retail locations across China and has developed a well-recognized brand by working with various retail channels.

We believe China remains the world's largest and fastest growing consumer retail market and continues to experience strong domestic demand for small household appliances. There are approximately 35,000 retail locations across China that Deer could potentially penetrate. Deer has significant growth potential in China."

CHINA DOMESTIC MARKET EXPANSION STRATEGIES

Mr. He continued, "Chinese consumers have experienced relatively strong positive real income growth in recent years. We believe rising standards of living will result in an increased demand for quality consumer goods, such as small appliances. We plan to fully take advantage of this market opportunity by targeting our high quality products to these middle income Chinese consumers, whose numbers continue to grow, and by providing exceptional customer service.

We expect our higher gross margins to continue over time as most of our revenue is being derived from the higher margin China domestic markets. We believe that we will be able to manage SG&A growth along with our significant revenue growth to maintain and enhance net profit margins."

GROWTH STRATEGIES

Mr. He continued, "In the short-term, we will continue building the solid reputation of our 'DEER' branded products to be the number one food preparation appliances brand by 2013. We also plan to focus sales of our high margin products, including our dehumidifier, vacuum cleaner, water filters and air purifier, to first and second tier Chinese cities that are experiencing strong economic growth.

Over the course of the coming quarters, we plan to position ourselves as a high-end innovative brand in China and expand our 'DEER' brand to include complete integrated household appliance systems for the kitchen and bathroom.

We have also made significant progress on our Wuhu manufacturing plant facility, by breaking ground to complete our new manufacturing plant. We are pleased with our construction progress."

AFFIRMS 2012 FINANCIAL GUIDANCE

In 2012, Deer anticipates revenues from the high margin China domestic sales will continue to surpass export sales. Deer provides 2012 revenue guidance of between $270 and $290 million, net income guidance of between $45 million and $47 million, and targets EPS (Earnings per Share) between $1.37 and $1.42.

3-YEAR INSIDER SHARE LOCKUP, TOTAL MANAGEMENT COMMITMENT

As disclosed previously, Deer's entire management team has voluntarily entered into 3-year share lockup agreements, which prohibit them from selling any shares to the general public through at least 2013. The lockup agreements represent approximately 47% of Deer's entire outstanding shares. Deer management's vested interests are aligned with those of Deer's public shareholders. Deer has been led by its original founders since the inception of its operating business 17 years ago.

About Deer Consumer Products, Inc.

Deer Consumer Products, Inc. is a NASDAQ Global Select Market listed U.S. company with its primary operations in China. Deer has a 16-year operating business as well as a strong balance sheet. Operated by Deer's founders and supported by more than 100 patents, trademarks, copyrights and approximately 1,000 staff, Deer is a leading provider of "DEER" branded consumer products to Chinese consumers and a leading vertically integrated manufacturer of small home and kitchen appliances for global customers. DEER's product lines include series of small household and kitchen appliances as well as personal care products designed to make modern lifestyles easier and healthier.

Safe Harbor Statement

All statements in this press release that are not historical are forward-looking statements made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. There can be no assurance that actual results will not differ from the company's expectations. You are cautioned not to place undue reliance on any forward-looking statements in this press release as they reflect Deer's current expectations with respect to future events and are subject to risks and uncertainties that may cause actual results to differ materially from those contemplated. Potential risks and uncertainties include, but are not limited to, the risks described in Deer's filings with the Securities and Exchange Commission.

Corporate Contact:

 Ms. Helen Wang, President

Deer Consumer Products, Inc.

Tel: 011-86-755-86028300

Email: investors@deerinc.com

DEER CONSUMER PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2012		December 31, 2011
ASSETS	(Unaudited)
CURRENT ASSETS
Cash & equivalents	$	9,401,816	$	13,961,434
Restricted cash		-		127,235
Accounts receivable		37,989,248		20,553,235
Advances to suppliers		5,896,487		2,920,746
Other receivables and prepaid expenses		1,566,339		1,240,726
VAT receivable		3,767,154		8,562,076
Deposits		71,628		1,153,019
Inventories		59,655,682		61,017,231
Total current assets		118,348,354		109,535,702
NON-CURRENT ASSETS
Certificate of Deposit		474,316		-
Advance for equipment purchase		378,784		844,964
Deposit for land use right		844,429		847,646
Property and equipment, net		34,312,572		36,137,609
Construction in progress		21,088,038		21,141,715
Intangible assets, net		35,402,003		35,895,528
Total noncurrent assets		92,500,142		94,867,462
TOTAL ASSETS	$	210,848,496	$	204,403,164
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	2,976,726	$	7,977,167
Advance from customers		2,183,745		1,056,442
Income tax payable		5,243,759		4,864,267
Other payables and accrued expenses		2,256,685		2,753,617
Dividend payable		-		1,679,628
Notes payable		-		692,821
Total current liabilities		12,660,915		19,023,942
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock, $0.001 par value; 75,000,000 shares       authorized; 33,592,562 shares issued and       outstanding		33,593		33,593
Paid-in capital		91,187,588		91,187,584
Statutory reserve		10,624,783		9,157,606
Development fund		5,312,391		4,578,803
Accumulated other comprehensive income		14,026,151		14,769,957
Retained earnings		77,003,075		65,651,679
Total stockholders' equity		198,187,581		185,379,222
TOTAL LIABILITIES AND EQUITY	$	210,848,496	$	204,403,164

DEER CONSUMER PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME

PERIOD ENDED JUNE 30, 2012 AND 2011

(UNAUDITED)

	Six months ended June 30						Three months ended June 30
	2012			2011			2012			2011
Revenue	$	94,875,113		$	79,803,830		$	45,006,010		$	45,127,684
Cost of revenue		66,205,680			56,697,985			31,855,819			31,978,784
Gross profit		28,669,433			23,105,845			13,150,191			13,148,900
Operating expenses
Selling		8,215,753			5,529,852			4,201,546			2,912,415
General and administrative		2,767,499			2,274,687			1,416,013			1,034,061
Total operating expenses		10,983,252			7,804,539			5,617,559			3,946,476
Income from operations		17,686,181			15,301,306			7,532,632			9,202,424
Non-operating income (expenses)
Interest income		443,309			108,700			131,869			46,165
Exchange loss		(42,895	)		(266,855	)		(6,733	)		(150,732	)
Other expenses, net		(26,783	)		(81,767	)		(22,282	)		(43,469	)
Subsidy income		236,230			1,007,192			-			7,960
Total non-operating income (expenses), net		609,861			767,270			102,854			(140,076	)
Income before income tax		18,296,042			16,068,576			7,635,486			9,062,348
Income tax expense		4,743,881			2,928,099			1,909,413			1,715,817
Net income		13,552,161			13,140,477			5,726,073			7,346,531
Other comprehensive item
Foreign currency translation gain (loss)		(743,806	)		3,481,869			(957,678	)		2,005,459
Comprehensive Income	$	12,808,355		$	16,622,346		$	4,768,395		$	9,351,990
Basic weighted average shares outstanding		33,592,562			33,592,562			33,592,562			33,592,562
Diluted weighted average shares outstanding		33,592,562			33,592,562			33,592,562			33,592,562
Basic earnings per share	$	0.40		$	0.39			0.17			0.22
Diluted earnings per share	$	0.40		$	0.39			0.17			0.22

DEER CONSUMER PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2012 AND 2011

(UNAUDITED)

	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	13,552,161		$	13,140,477
Adjustments to reconcile net income             to net cash used in operating activities:
Depreciation and amortization		2,113,775			1,438,861
Stock-based compensation		-			51,314
(Increase) decrease in current assets:
Accounts receivable		(17,566,409	)		1,631,055
Advances to suppliers		(2,530,853	)		1,458,712
Other receivables, prepayments, and deposits		757,358			(346,960	)
VAT receivable		4,775,646			-
Inventories		1,133,152			(10,200,635	)
Other assets		-			4,628
Increase (decrease) in current liabilities:
Accounts payable		(4,983,962	)		(9,998,292	)
Advance from customers		1,134,456			1,617,080
Taxes payable		389,985			(2,847,344	)
Notes payable		(692,107	)		(3,487,834	)
Other payables and accrued expenses		(487,834	)		(742,220	)
Changes in noncurrent assets - other receivable					-
Net cash used in operating activities		(2,404,632	)		(8,281,158	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Certificate of Deposit		(475,632	)		-
Change in restricted cash		127,104			(5,169,534	)
Acquisition of intangible assets		(10,570	)		(4,270,594	)
Acquisition of property & equipment		(52,299	)		(889,945	)
Refund of deposit on land use right		-			10,380,731
Construction in progress		(26,620	)		(2,367,640	)
Net cash used in investing activities		(438,017	)		(2,316,982	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid		(1,679,628	)		(1,679,978	)
Net cash used in financing activities		(1,679,628	)		(1,679,978	)
EFFECT OF EXCHANGE RATE CHANGE ON CASH & EQUIVALENTS		(37,341	)		626,584
NET DECREASE IN CASH & EQUIVALENTS		(4,559,618	)		(11,651,534	)
CASH & EQUIVALENTS, BEGINNING OF PERIOD		13,961,434			33,956,591
CASH & EQUIVALENTS, END OF PERIOD	$	9,401,816		$	22,305,057
Supplemental Cash flow data:
Income tax paid	$	4,387,432		$	3,213,565
Interest paid	$	-		$	-