UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2013

or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 001-34444

Yongye International, Inc.

(Exact name of registrant as specified in its charter)

Nevada	20-8051010
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

6th Floor, Suite 608, Xue Yuan International Tower,

No. 1 Zhichun Road, Haidian District Beijing, PRC

(Address of principal executive offices)

(Former name, former address and former fiscal year, if changed since last report)

+86 10 8232 8866

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x     No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x      No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ¨	Accelerated filer   x
Non-accelerated filer   ¨ (Do not check if a smaller reporting company)	Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ¨      No   x

As of November 8, 2013, there were 50,685,216 shares of common stock, par value $.001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Operations and Financial Condition	26
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	43
ITEM 4	CONTROLS AND PROCEDURES	44
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	45
ITEM 1A.	RISK FACTORS	45
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	64
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	64
ITEM 4.	MINING SAFETY DISCLOSURE	64
ITEM 5.	OTHER INFORMATION	64
ITEM 6.	EXHIBITS	64

2

 

PART I.

Financial Information

ITEM 1. FINANCIAL STATEMENTS

YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

	Note	September 30, 2013		December 31, 2012
Current assets
Cash		US$	101,064,636	US$	44,511,404
Restricted cash			40,000		40,000
Accounts receivable, net of allowance for doubtful accounts	3		390,325,780		293,600,762
Inventories	4		101,919,511		118,693,596
Deposits to suppliers	5		117,044,550		24,048,028
Prepaid expenses			2,820,511		312,648
Other receivables			1,030,030		1,189,633
Deferred tax assets	18		10,011,456		11,591,797
Total Current Assets			724,256,474		493,987,868
Property, plant and equipment, net	6		25,507,415		26,224,957
Intangible assets, net	7		17,173,869		18,909,349
Land use right, net	8		4,853,303		4,807,313
Prepayment for mining project	9		36,751,900		35,792,410
Distributor vehicles	10		38,786,205		44,125,293
Total Assets		US$	847,329,166	US$	623,847,190
Current liabilities
Short-term bank loans	11	US$	83,009,164	US$	50,857,163
Long-term loans and payables - current portion	12		9,803,306		9,149,280
Capital lease obligations - current portion	13		505,449		395,878
Accounts payable			11,717,757		12,364,193
Income tax payable			34,287,230		3,196,078
Advance from customers			102,166		154,944
Accrued expenses	14		14,502,049		31,389,630
Other payables	15		3,304,091		2,828,262
Derivative liabilities - fair value of warrants	16		-		348,364
Total Current Liabilities			157,231,212		110,683,792
Long-term loans and payables	12		8,162,478		10,254,922
Capital lease obligations - non-current	13		2,310,242		2,134,155
Other non-current liability	18		6,862,975		6,683,802
Deferred tax liabilities	18		5,817,931		6,618,794
Total Liabilities		US$	180,384,838	US$	136,375,465
Redeemable Series A convertible preferred shares: par value $.001;     7,969,044 shares authorized; 6,505,113 and 6,079,545 shares issued and     outstanding as of September 30, 2013 and December 31, 2012,     respectively		US$	54,713,640	US$	51,208,657
Equity
Common stock: par value $.001; 75,000,000 shares authorized;     50,685,216 shares and 50,604,026 shares issued and outstanding at     September 30, 2013 and December 31, 2012, respectively	16	US$	50,685	US$	50,604
Additional paid-in capital			155,265,347		154,792,050
Retained earnings			393,464,704		240,679,395
Accumulated other comprehensive income			33,474,611		19,950,447
Total equity attributable to Yongye International, Inc.			582,255,347		415,472,496
Noncontrolling interest			29,975,341		20,790,572
Total Equity		US$	612,230,688	US$	436,263,068
Commitments and Contingencies	20
Total Liabilities, Redeemable Series A convertible preferred shares and     Equity		US$	847,329,166	US$	623,847,190

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

 

YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

 UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		For the Three Months Ended				For the Nine Months Ended
	Note	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
Sales		US$	223,239,572	US$	129,734,770	US$	569,845,463	US$	371,726,400
Cost of sales			81,449,550		49,223,371		217,659,311		147,712,243
Gross profit			141,790,022		80,511,399		352,186,152		224,014,157
Selling expenses			42,392,643		37,009,019		122,791,825		89,766,666
Research and development expenses			5,446,115		5,160,458		17,792,133		14,054,000
General and administrative expenses, including a reversal of allowance for doubtful accounts of nil and US$6,334,832 for nine months ended September30, 2013 and 2012, respectively			5,758,034		4,823,781		13,090,952		11,261,073
Impairment loss of goodwill			-		10,748,731		-		10,748,731
Income from operations			88,193,230		22,769,410		198,511,242		98,183,687
Other income/(expenses)
Interest expense			(1,734,934)		(1,130,175)		(5,264,000)		(3,236,470)
Interest income			2,337,234		312,206		2,944,330		447,616
Other (expenses), net			(174,494)		(135,382)		(242,742)		(100,666)
Change in fair value of derivative liabilities	16		-		(203,851)		-		(134,564)
Total other income/(expenses), net			427,806		(1,157,202)		(2,562,412)		(3,024,084)
Earnings before income tax expense			88,621,036		21,612,208		195,948,830		95,159,603
Income tax expense	18		14,295,663		4,084,473		31,148,754		17,096,901
Net income			74,325,373		17,527,735		164,800,076		78,062,702
Less: Net income attributable to the noncontrolling interest			3,863,494		707,656		8,509,784		3,750,470
Net income attributable to Yongye International, Inc.		US$	70,461,879	US$	16,820,079	US$	156,290,292	US$	74,312,232
Net income per common stock:
Basic	22	US$	1.22	US$	0.28	US$	2.70	US$	1.31
Diluted	22	US$	1.22	US$	0.28	US$	2.70	US$	1.31
Net income			74,325,373		17,527,735		164,800,076		78,062,702
Foreign currency translation adjustment, net of nil income taxes			3,790,624		(847,511)		14,199,149		1,790,799
Comprehensive income			78,115,997		16,680,224		178,999,225		79,853,501
Less: Comprehensive income attributable to the noncontrolling interest			4,045,049		667,794		9,184,769		3,833,464
Comprehensive income attributable to Yongye International, Inc.		US$	74,070,948	US$	16,012,430	US$	169,814,456	US$	76,020,037

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

 

YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

		Redeemable Series A Convertible Preferred Shares			Common Stock
	Note	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Equity attributable to Yongye International, Inc.		Noncontrolling Interest		Total Equity
Balance as of December 31, 2012		6,079,545	US$	51,208,657	50,604,026	US$	50,604	US$	154,792,050	US$	240,679,395	US$	19,950,447	US$	415,472,496	US$	20,790,572	US$	436,263,068
Net income		-		-	-		-		-		156,290,292		-		156,290,292		8,509,784		164,800,076
Other comprehensive income													13,524,164		13,524,164		674,985		14,199,149
Warrant exercised	16	-		-	81,190		81		473,297		-		-		473,378		-		473,378
Paid-in-kind dividends on redeemable Series A convertible preferred shares	16	-		3,504,983	-		-		-		(3,504,983)		-		(3,504,983)		-		(3,504,983)
Balance as of September 30, 2013		6,079,545	US$	54,713,640	50,685,216	US$	50,685	US$	155,265,347	US$	393,464,704	US$	33,474,611	US$	582,255,347	US$	29,975,341	US$	612,230,688

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

 

YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended
	September 30, 2013		September 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	US$	164,800,076	US$	78,062,702
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		13,566,582		11,347,718
Good will impairment loss		-		10,748,731
Amortization of loan discount		666,669		-
(Gain)/loss on sale of property, plant and equipment		(33,606)		5,865
Reversal of allowance for doubtful accounts		-		(6,334,832)
Change in fair value of derivative liabilities		-		134,564
Stock compensation expense		-		3,649,794
Deferred tax (benefit)/expense		493,474		(276,459)
Changes in operating assets and liabilities:
Accounts receivable		(90,915,305)		(133,726,272)
Inventories		20,022,536		(24,286,936)
Deposits to suppliers		(91,823,831)		(23,970,641)
Prepaid expenses		(2,490,078)		4,365,644
Other receivables		176,813		(2,040)
Distributor vehicles		(112,379)		(6,417,878)
Accounts payable		(1,006,212)		13,526,323
Income tax payable		30,770,181		9,955,073
Advance from customers		(61,317)		(3,987,053)
Accrued expenses		(17,564,289)		14,657,056
Other payables		1,781,369		271,634
Net Cash Provided by/(Used in) Operating Activities		28,270,683		(52,277,007)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		(1,575,636)		(2,778,431)
Net Cash Used in Investing Activities		(1,575,636)		(2,778,431)

The accompanying notes are an integral part of these unaudited consolidated financial statements

6

 

YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

	For the Nine Months Ended
	September 30, 2013		September 30, 2012
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term bank loans		79,803,429		25,318,859
Repayment of long-term loans and payables		(4,313,662)		(5,172,447)
Repayment of short-term bank loans		(49,947,636)		(28,483,717)
Proceeds from warrants exercised		125,014		-
Principal payments under capital lease obligation		(205,384)		-
Net Cash Provided by/(Used in) Financing Activities		25,461,761		(8,337,305)
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH		4,396,424		277,452
NET INCREASE/(DECREASE) IN CASH		56,553,232		(63,115,291)
CASH AT BEGINNING OF PERIOD		44,511,404		81,154,880
CASH AT END OF PERIOD	US$	101,064,636	US$	18,039,589
Supplemental cash flow information:
Cash paid for income taxes	US$	-	US$	7,444,236
Cash paid for interest expense		3,662,024		3,178,077
Noncash investing and financing activities:
Acquisition of property, plant and equipment under capital leases		331,434		2,610,135
Acquisition of distributor vehicles by assuming long-term loans and payables		2,373,238		13,012,137
Acquisition of property, plant and equipment included in other payables		371,132		1,459,764
Exercise of warrants that were liability classified		348,364		-
Paid-in-kind dividends on redeemable Series A convertible preferred shares		3,504,983		1,808,667

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

 

YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013 AND 2012

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

Yongye International, Inc. (the “Company”) was incorporated in the State of Nevada on December 12, 2006. On April 17, 2008, the Company and the Company’s then principal shareholder entered into a share exchange agreement (the “Exchange Agreement”) with Fullmax Pacific Limited (“Fullmax”), a privately held investment holding company organized on May 23, 2007 under the laws of the British Virgin Islands and all the shareholders of Fullmax (the “Fullmax Shareholders”). Pursuant to the terms of the Exchange Agreement, the Fullmax Shareholders transferred to the Company all of their shares in exchange for 11,444,755 shares of the Company’s common shares (the “Share Exchange”). As a result of the Share Exchange, Fullmax became a wholly-owned subsidiary of the Company and the Fullmax Shareholders received approximately 84.7% of the Company’s issued and outstanding common shares. Immediately prior to the date of the Share Exchange, the Company was a publicly listed shell entity with no operations and a nominal amount of cash and, Fullmax, through its wholly-owned subsidiary, Asia Standard Oil Limited (“ASO”) and indirect subsidiary, Yongye Nongfeng Biotechnology Co., Ltd. (“Yongye Nongfeng”), was engaged in the sale of fulvic acid based liquid and powder nutrient compounds. The Share Exchange was accounted for as a reverse recapitalization, equivalent to the issuance of stock by Fullmax for the net monetary assets of the Company accompanied by a recapitalization.

In November 2007, ASO entered into a Sino-Foreign cooperative joint venture contract with Inner Mongolia Yongye Biotechnology Co., Ltd. (“Inner Mongolia Yongye”) to form Yongye Nongfeng, pursuant to which, Inner Mongolia Yongye and ASO were to own 10% and 90% of the equity interests in Yongye Nongfeng, respectively. Inner Mongolia Yongye was formed on September 16, 2003 in the People’s Republic of China (the “PRC”). Mr. Zishen Wu, Chief Executive Officer, President and Chairman of the Company, owns a controlling equity interest in Inner Mongolia Yongye.

On January 4, 2008, the incorporation and establishment of Yongye Nongfeng was approved by the Inner Mongolia Department of Commerce and the Inner Mongolia Administration for Industry and Commerce. The scope of business of Yongye Nongfeng is the research and development, manufacturing, distribution and sale of fulvic acid based liquid and powder nutrient compounds used in the agriculture industry. The period of the cooperative joint venture is ten years and may be extended by a written application submitted to the relevant government authority for approval no less than six months prior to the expiration of the cooperative joint venture. Prior to the legal establishment of Yongye Nongfeng, both Fullmax and ASO were non-substantive holding companies with no assets and operations and were primarily designed and used as legal vehicles to facilitate foreign participation in the business conducted by Inner Mongolia Yongye.

In connection with the September Offering (See Note 16), the Company entered into agreements to acquire the productive assets of Shengmingsu manufacturing business from Inner Mongolia Yongye (the “Acquisition”). In October 2009, the Company completed the Acquisition. The consideration paid for the Acquisition consisted of cash of US$4.7 million and 4.5% equity interests in Yongye Nongfeng. After the Acquisition, Inner Mongolia Yongye and ASO became 5% and 95% equity interest owner of Yongye Nongfeng, respectively.

On July 20, 2010, Yongye Nongfeng set up a wholly-owned subsidiary, Inner Mongolia Yongye Fumin Biotechnology Co., Ltd. (“Yongye Fumin”), with registered capital of US$14,731,880 (equivalent to RMB 100 million). Yongye Fumin is engaged in the manufacturing and sale of fulvic acid based liquid and powder nutrient compounds. Yongye Fumin was established to expand the production capacity for fulvic acid based liquid and powder nutrient compounds, and to produce humic acid using lignite coal (See Note 9). The construction of the production plant of Yongye Fumin, which is located in Wuchuan County, was completed in the fourth quarter of 2010.

In May 2011, the Company entered into a securities purchase agreement with MSPEA Agriculture Holding Limited (“MSPEA”), an affiliate of Morgan Stanley, and Full Alliance International Limited (“Full Alliance”), the Company’s largest shareholder. According to the agreement, the Company issued 5,681,818 shares of redeemable Series A convertible preferred shares to MSPEA on June 9, 2011 (“Issuance Date”) for total gross proceeds of US$50 million. The redeemable Series A convertible preferred shares are convertible into common stock of the Company at an initial conversion price of US$8.80 subject to certain adjustments as specified in the agreement (See Note 16).

On September 23, 2013, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Full Alliance International Limited, a British Virgin Islands company (“Holdco”), Yongye International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Holdco (“Parent”), and Yongye International Merger Sub Limited, a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”, together with the Company, Holdco and Parent, the “Parties” and any one of them a “Party”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, at the effective time of the merger, Merger Sub will be merged with and into the Company, the Company will become a wholly-owned subsidiary of Parent and each of the Company’s shares of common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive US$6.69 in cash without interest, except for (i) shares owned by Holdco, Parent and Merger Sub, including shares of common stock and Preferred Shares to be contributed to Parent by Holdco, Mr. Zishen Wu, Prosper Sino Development Limited and MSPEA, immediately prior to the effective time of the merger pursuant to a contribution agreement, dated as of September 23, 2013, among Parent, Holdco, Mr. Zishen Wu, Prosper Sino Development Limited and MSPEA (except that, with respect to Prosper Sino, only such shares designated as “Prosper Sino rollover shares” in the preliminary proxy statement in connection with the special meeting of stockholders will be contributed), and (ii) shares of common stock held by the Company or any subsidiary of the Company ((i) and (ii) collectively, the “Excluded Shares”), which will be cancelled for no consideration and cease to exist as of the effective time of the merger. Currently, Holdco, Mr. Zishen Wu, Prosper Sino Development Limited and MSPEA, collectively beneficially own approximately 33.1% of the Company’s outstanding shares of common stock, on an as converted basis.

The Merger Agreement contains representations and warranties of the Parties that are, in general, customary for a transaction of this type. The assertions embodied in those representations and warranties were made solely for purposes of the contract among the Parties and may be subject to important qualifications and limitations agreed to by the Parties in connection with the negotiated terms. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to investors or may have been used for purposes of allocating risk among the Parties rather than establishing matters as facts.

The Parties have also agreed to certain covenants, including covenants requiring the Company to conduct its business in the ordinary course of business consistent with past practice in all material respects and use commercially reasonable efforts to preserve substantially intact its business organization and relationships with governmental authorities, customers, suppliers and other persons with which it has material business relations and keep available the services of its current officers and key employees through the effective time of the merger, except as expressly provided in the Merger Agreement.

The Merger Agreement also includes customary termination provisions for both the Company and Parent. In specified circumstances, if the Merger Agreement is terminated, the Company shall pay Parent a termination fee in the amount of $4,000,000 or $2,000,000, as applicable, or receive from Parent a termination fee in the amount of $10,000,000. The Merger Agreement also provides that if the required stockholder approvals shall not have been obtained at the stockholders’ meeting, Parent shall reimburse the Company’s expenses up to $2,000,000.

The Company’s Board of Directors, acting upon the unanimous recommendation of a special committee of the Board of Directors comprised solely of independent and disinterested directors (the “Special Committee”), approved and adopted the Merger Agreement and has recommended that the Company’s shareholders vote to approve the Merger Agreement. The Special Committee negotiated the terms of the Merger Agreement with the assistance of legal and financial advisors to the Special Committee.

The merger is subject to closing conditions including, but not limited to: (a) adoption of the Merger Agreement by the (i) affirmative vote of the holders of at least a majority of the issued and outstanding shares of common stock and preferred shares of the Company, voting together as a single class, with the number of votes the holders of preferred shares shall be entitled to vote equal to the number of shares of common stock into which such preferred shares are convertible, as determined in accordance with the articles of incorporation of the Company, (ii) affirmative vote or consent of the holders of at least a majority of the issued and outstanding preferred shares of the Company and (iii) affirmative vote of the holders of at least a majority of the issued and outstanding shares (other than the Excluded Shares); (b) the absence of any order, injunction or decree preventing or making illegal the consummation of the merger; (c) the truth and correctness of each Party’s representations and warranties at closing (subject to materiality qualifiers); (d) the compliance of each Party with its covenants in all material respects, and (e) the absence of any material adverse effect on the Company. Accordingly, no assurance can be given that the merger will be completed. 

On October 28, 2013, the Company filed a Preliminary Proxy Statement on Schedule 14A, as amended on November 6, 2013, together with a Schedule 13E-3, as amended on November 6, 2013, with the Securities Exchange Commission indicating its intention to call a special meeting of its shareholders at a still to be specified date to vote on the Merger Agreement for the Company to go private.

If the merger is completed, the Company will cease to be a publicly traded company.

8

 

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The December 31, 2012 consolidated balance sheet was derived from the audited consolidated financial statements of the Company. The accompanying unaudited consolidated financial statements should be read in conjunction with the December 31, 2012 audited consolidated financial statements of the Company included in the Company’s annual report on Form 10-K for the year ended December 31, 2012.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of September 30, 2013, the results of operations for the three and nine months ended September 30, 2013 and 2012 and cash flows for the nine months ended September 30, 2013 and 2012, have been made.

The Company’s business is subject to seasonal variations; thus, the results of operations for the three months ended September 30, 2013 are not necessarily indicative of the results for the full fiscal year ending December 31, 2013. Generally, the second and third quarters are peak sales periods, and first and fourth quarters are low sales periods for the Company.

All significant intercompany transactions and balances are eliminated on consolidation.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property, plant and equipment; the allowance for doubtful accounts; the fair value determination of financial and equity instruments and stock compensation awards, the realizability of deferred tax assets and inventories; the recoverability of goodwill, intangible asset, prepayment for mining project, land use right and property, plant and equipment; and accruals for income tax uncertainties and other contingencies. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions.

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable at September 30, 2013 and December 31, 2012 consisted of the following:

	September 30, 2013		December 31, 2012
Accounts receivable	US$	399,575,217	US$	302,608,722
Less: allowance for doubtful accounts		(9,249,437)		(9,007,960)
Total	US$	390,325,780	US$	293,600,762

There was no write-off of accounts receivable for the three and nine months ended September 30, 2013 and 2012.

The activities in the allowance for doubtful accounts for the nine months ended September 30, 2013 and 2012 are as follows:

	September 30, 2013		September 30, 2012
Allowance for doubtful accounts at beginning of period	US$	9,007,960	US$	15,222,584
Reversal of allowance for doubtful accounts, net		-		(6,334,832)
Foreign currency translation adjustment		241,477		94,721
Allowance for doubtful accounts at end of period	US$	9,249,437	US$	8,982,473

9

 

Past due balances are reviewed individually for collectability. During the nine months ended September 30, 2013, a significant portion of the accounts receivable as of December 31, 2012, including all the past due accounts, were collected by the Company. As of September 30, 2013, the Company assessed its allowance for doubtful accounts and determined that the allowance for doubtful accounts was adequate by considering the amount of historical losses adjusted to take into account current market conditions and the customers’ financial condition, the amount of receivables in dispute and past due, the accounts receivables aging and customers’ repayment patterns.

During the nine months ended September 30, 2013, to reduce the Company’s credit risk, management required certain customers to pay for the Company’s products by bills receivable. Bills receivable represents short-term notes receivable issued by financial institutions that entitles the Company to receive the full face amount from the financial institutions upon maturity, which generally is six months from the date of issuance.

During the nine months ended September 30, 2013, the Company transferred its bills receivable amounting to US$24 million to banks. At the time of the transfer, the Company determined that it has surrendered control over the bills receivable transferred and the derecognition conditions have been met.  Accordingly, the bills receivable were derecognized. The estimated fair value of the limited recourse obligations was determined to be immaterial. The Company recorded the discount from the bills receivable transferred to banks of US$583,329 in interest expense in the consolidated statements of comprehensive income.

As of September 30, 2013, bills receivable which have been transferred by the Company were all matured.

NOTE 4 - INVENTORIES

Inventories at September 30, 2013 and December 31, 2012 consisted of the following:

	September 30, 2013		December 31, 2012
Finished goods	US$	82,289,721	US$	100,771,731
Work in progress		17,752,679		16,508,149
Raw materials		1,224,536		1,090,665
Consumables and packing supplies		652,575		323,051
Total	US$	101,919,511	US$	118,693,596

As of September 30, 2013 and December 31, 2012, certain finished goods in the amount of US$2,441,446 and US$2,377,707 respectively, were pledged as security for short-term bank loans (See Note 11). In addition, as of September 30, 2013 and December 31, 2012, finished goods included US$38,423,495 and US$46,112,628 of products sold to certain distributors for which the related revenue was not recognized in accordance with the Company’s accounting policy on revenue recognition. Revenues from sale of products to these distributors are not recognized until collectability is reasonably assured, which is demonstrated by a sufficient period of historical collection experience. Until that time, product sales to these distributors are recognized as revenue, with the related finished goods recognized in cost of sales when cash is received from the distributors. During the nine months ended September 30, 2013, US$54.7 million of inventory was recovered through cash collection and US$47.0 million of inventory was sold to these distributors for which the related revenue was not recognized.

NOTE 5 - DEPOSITS TO SUPPLIERS

The Company is required to pay deposits to the suppliers for the full amount of certain raw materials ordered. These raw materials primarily consist of lignite coal, chemical component materials and packing materials. The lignite coal and chemical component materials will be consumed in the production process at Yongye Nongfeng and Yongye Fumin. As of September 30, 2013 and December 31, 2012, the deposits to suppliers for raw materials and packing materials amounted to US$116,681,968 and US$23,789,166, respectively. As of November 8, 2013, approximately US$59.4 million deposits at September 30, 2013 were subsequently utilized, through the receipt of raw materials and packing materials from the suppliers.

The Company’s decision to make advanced orders of raw materials is mainly based upon (1) the current and projected future market price of raw materials, (2) the demand and supply situation in the raw materials market, and (3) the forecasted demand of products.

10

 

NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at September 30, 2013 and December 31, 2012 consisted of the following:

	September 30, 2013		December 31, 2012
Buildings	US$	17,766,737	US$	17,302,898
Machinery and equipment		7,717,002		7,423,282
Office equipment and furniture		551,435		528,086
Vehicles		5,533,393		5,132,875
Software		31,766		26,090
Leasehold improvements		999,607		973,510
		32,599,940		31,386,741
Less: Accumulated depreciation and amortization		7,092,525		5,161,784
Property, plant and equipment, net	US$	25,507,415	US$	26,224,957

Depreciation and amortization expense related to property, plant and equipment for the three months ended September 30, 2013 and 2012 was US$663,811 and US$442,890, respectively. Depreciation and amortization expense related to property, plant and equipment for the nine months ended September 30, 2013 and 2012 was US$1,930,741 and US$1,352,394, respectively.

As of September 30, 2013 and December 31, 2012, vehicles with initial carrying amount of US$305,028 and US$376,005 were pledged as security for the long-term bank loans of US$52,557 and US$94,647, respectively. The bank loans were provided for the purchases of the vehicles (See Note 12).

As of September 30, 2013 and December 31, 2012, vehicles with initial carrying amount of US$3,026,167 and US$2,617,541 were acquired under capital leases, respectively (See Note 13). Among these vehicles, as of September 30, 2013 and December 31, 2012, vehicles with initial carrying amount of approximately US$1.2 million were provided to the distributors in exchange for the distributors agreeing to comply with certain sales conditions under certain agreements (See Note 10).

As of September 30, 2013 and December 31, 2012, the Company pledged Yongye Nongfeng’s buildings with an initial carrying amount of approximately US$6.2 million as security for short-term bank loans (See Note 11). 

NOTE 7 - INTANGIBLE ASSETS

Intangible asset at September 30, 2013 and December 31, 2012 consisted of the following:

	September 30, 2013
	Weighted
	average	Gross			Net
	amortization	carrying		Accumulated	carrying
	period	amount		amortization	amount
Amortizing intangible assets:
Customer List	9 years	US$	26,802,128	(9,678,546)	17,123,582
Patent	10 years		118,321	(68,034)	50,287
Total		US$	26,920,449	(9,746,580)	17,173,869

	December 31, 2012
	Weighted
	average	Gross			Net
	amortization	carrying		Accumulated	carrying
	period	amount		amortization	amount
Amortizing intangible assets:
Customer List	9 years	US$	26,102,399	(7,250,666)	18,851,733
Patent	10 years		115,232	(57,616)	57,616
Total		US$	26,217,631	(7,308,282)	18,909,349

11

Amortization expense for the three months ended September 30, 2013 and 2012 was US$801,042 and US$714,612, respectively. Amortization expense for the nine months ended September 30, 2013 and 2012 was US$2,438,298 and US$2,199,726, respectively. The estimated annual amortization expenses for intangible asset in the next five years are US$2,989,846, US$2,989,846, US$2,989,846, US$2,989,846, and US$2,980,972, respectively.

On July 1, 2010, Yongye Nongfeng entered into an agreement with its provincial level distributor in Hebei Province, the PRC (“Seller”) to purchase the Seller’s customer list, including the customer relationships (“Customer List”). The acquisition of the Customer List allows Yongye Nongfeng to sell its products to sub-provincial level or regional distributors in Hebei Province directly. The consideration of the Customer List was 3,600,000 shares of common stock of the Company which was issued in July 2010 and US$3 million cash. The US$3 million cash consideration was paid in March 2011.

The Company determined that a nine-year period to amortize the customer list was appropriate, following the pattern in which the expected benefits of the acquired asset will be consumed or otherwise used up. The Company’s contract period with its provincial distributors (including sub-provincial level distributors after the acquisition) generally is for a period of three years. The Company believes that it has historical experience in renewing or extending similar distributor contracts, which is consistent with the intended use of the Customer List. There are no legal or regulatory provisions that limit the useful life of the Customer List or that cause the cash flows and useful life of the Customer List to be constrained. In addition, the Company expects the effect of obsolescence, demand, competition, and other economic factors to be minimal.

The Company engaged an independent third party valuation firm in determining the fair value of the Customer List. The fair value of the Customer List was determined using an income approach and considered assumptions (including turnover rate) that a market participant would make consistent with the highest and best use of the asset by market participants. The period of expected cash flows used to measure the fair value of the Customer List was nine years. Without evidence to the contrary, the Company expects that the Customer List will be renewed or extended at the same rate as a market participant would expect, and no other factors would indicate a different useful life is more appropriate. Accordingly, in light of the absence of any other entity-specific factors, the useful life of the Customer List was determined to be nine years.

A straight-line method of amortization has been adopted as the pattern in which the economic benefits of the Customer List are used up cannot be reliably determined.

NOTE 8 - LAND USE RIGHT

As of September 30, 2013 and December 31, 2012 land use right represented:

	September 30, 2013		December 31, 2012
Land use right	US$	5,284,348	US$	5,146,389
Less: Accumulated amortization		431,045		339,076
Total	US$	4,853,303	US$	4,807,313

As of September 30, 2013 and December 31, 2012, the Company had pledged Yongye Nongfeng’s land use right with an original carrying amount of approximately US$4.6 million as security for a short-term bank loan (See Note 11).

NOTE 9 - PREPAYMENT FOR MINING PROJECT

On March 1, 2010, the Company entered into an agreement with its then major humic acid supplier,Wuchuan Shuntong Humic Acid Company Ltd. (“Vendor”), to acquire the permit for the rights to explore, develop and produce lignite coal resources (the “Mineral Right”) in a certain area of Wuchuan County (the “Project Site”) for cash consideration of approximately RMB 240 million or USD $35 million. The permit allows the Company to complete all necessary administrative procedures and obtaining government approvals to acquire the Mineral Right. Pursuant to the agreement, Vendor is to assist the Company in completing all necessary administrative procedures and obtaining government approvals.

12

In August 2011, Inner Mongolia’s Ministry of Land and Resources granted the Company a Mineral Resource Exploration Permit which gives it exclusive exploration rights for the 29.74 square kilometer Project Site for an initial period of three years effective August 2, 2011. During the year ended December 31, 2012, the Company engaged a third party mineral institute to assist the Company in obtaining the Geological Exploration Report. As of September 30, 2013, the Company has not obtained certain other government approvals, including Geological Report and Geological Exploration Report, for it to acquire the Mineral Right. The Company believes the cost to be incurred in completing the remaining administrative procedures and obtaining government approvals are not significant. The Project Site in Wuchuan is located near Yongye Fumin’s production plant which manufactures the majority of the Company’s products. The Company believes the acquisition of the Mineral Right will allow it to secure a long term supply of humic acid, which is a major raw material used in the manufacture of fulvic acid based liquid and powder nutrient compounds, and which is sourced from lignite coals.

NOTE 10 - DISTRIBUTORS VEHICLES

The Company entered into agreements with certain distributors, including sub-distributors pursuant to which the Company provided each distributor a free vehicle in exchange for the distributor agreeing to comply with certain sales conditions during the term of the agreement of five years.  The sales conditions included (1) meeting the annual sales target set by the Company; (2) not selling the products at a price lower than the price stipulated by the Company; and (3) selling the products only in Company’s approved territories.  To the extent the distributor fails any one of these conditions during the term of the agreement, the Company has the right to have the vehicles returned back to the Company.

The cost of these vehicles has been recorded as “Distributors vehicles” which is expensed over a five-year period in “Cost of Sales”. Amortization expense for the three months ended September 30, 2013 and 2012 was US$3,061,740 and US$2,982,306, respectively. Amortization expense for the nine months ended September 30, 2013 and 2012 was US$9,374,555 and US$7,653,452, respectively. In addition, as of September 30, 2013 and December 31, 2012, distributor vehicles included an amount of US$5,817,931 and US$6,618,794 respectively, representing the tax effect of the difference between the amount paid for the vehicles and the tax basis of the assets.

NOTE 11 - SHORT-TERM BANK LOANS

In April 2012, Yongye Nongfeng obtained a short-term bank loan of RMB 100,000,000 (equivalent to US$15,851,377) with fixed annual interest rate of 8.528% from China Everbright Bank. The short-term bank loan is guaranteed by the Company’s Chairman and his wife, and is due on April 28, 2013. The loan was paid off in April 2013.

In June 2012, Yongye Nongfeng obtained a short-term bank loan of RMB 60,000,000 (equivalent to US$9,510,826) with fixed annual interest rate of 8.203% from China CITIC Bank. The short-term bank loan is pledged by the land use right and building of Yongye Nongfeng, and is due on June 20, 2013. The loan was paid off in June 2013.

In November 2012, Yongye Nongfeng obtained a short-term bank loan of RMB 15,000,000 (equivalent to US$2,441,446) with fixed annual interest rate of 7.8% from Shanghai Pudong Development Bank (the “SPD Bank”) and is due on November 18, 2013. The short-term bank loan is guaranteed by certain third parties (the “Guarantee Company”). Guarantee fee of RMB 300,000 (equivalent to US$48,829) was paid during the year ended December 31, 2012. The Company pledged certain finished goods as counter-guarantee to the Guarantee Company. In July 2013, Yongye Nongfeng obtained an additional short-term bank loan of RMB 20,000,000 (equivalent to $3,255,261) from SDP Bank under the same guarantee contract with the same fixed annual interest rate of 7.8%. This loan is due on November 18, 2013.

In December 2012, Yongye Nongfeng issued a letter of credit (“L/C”) to Yongye Fumin through China CITIC Bank with a par value of RMB 150,000,000 (equivalent to US$23,777,066) for a term of six months. Yongye Fumin immediately discounted the L/C to the bank and received RMB 145,837,500 (equivalent to US$23,117,253). The difference between the cash received and the par value amounting to RMB 4,162,500 (equivalent to US$659,813) was charged by the bank as interest. The cash received is recorded as a short-term bank loan. The interest charges are amortized during the period of the short-term bank loan. The loan was paid off in May 2013.

In April 2013, Yongye Nongfeng obtained a short-term bank loan of RMB 100,000,000 (equivalent to US$16,276,307) with fixed annual interest rate of 7.28% from China Everbright Bank. The short-term bank loan is guaranteed by the Company’s Chairman and his wife, and is due on October 18, 2013.

In May 2013, Yongye Nongfeng entered three one-year “Factoring Contracts with Recourse” with China CITIC Bank of RMB 70,000,000 (equivalent to $11,393,415) for each contract, or in total RMB 210,000,000 (equivalent to US$34,180,244). The three “Factoring Contracts with Recourse” are secured by certain Yongye Nongfeng’s accounts receivable amounting to RMB 210,000,000 (equivalent to US$34,180,244). Two of the contracts bear fixed annual interest rate of 5.85% and one contract bears fixed annual interest rate of 5.7%.

13

In June 2013, Yongye Nongfeng obtained a short-term bank loan of RMB 60,000,000 (equivalent to US$9,765,784) with fixed annual interest rate of 7.8% from China CITIC Bank. The short-term bank loan is pledged by the land use right and building of Yongye Nongfeng, and is due on June 19, 2014.

In June 2013, Yongye Fumin obtained a short-term loan of RMB 80,000,000 (equivalent to $13,021,045) from Shandong International Trust Corporation. The loan bears fixed annual interest rate of 7.2%, is due in June 2014, and is guaranteed by Yongye Nongfeng , the Company’s Chairman and his wife.

In July 2013, Yongye Nongfeng obtained a short -term bank loan of RMB 25,000,000 (equivalent to $4,069,077) with fixed annual interest rate of 7.2% from Agricultural Bank of China. The short-term bank loan is pledged by the land use right of Inner Mongolia Yongye, and is due on July 17, 2014.

NOTE 12 - LONG-TERM LOANS AND PAYABLES

As of September 30, 2013 and December 31, 2012, long-term loans consisted of the following:

	September 30, 2013		December 31, 2012
Vehicle loans-employees	US$	52,557	US$	94,647
Vehicle loans-distributors		17,913,227		19,309,555
Total	US$	17,965,784	US$	19,404,202

As of September 30, 2013 and December 31, 2012, vehicle loans-employees of US$52,557 and US$94,647, respectively, were secured by vehicles with initial carrying amount of US$305,028 and US$376,005, respectively. The vehicle loans-employees are payable in monthly installments over three to five years. Interest rates on the loans range from 5.40% to 14.54% annually, and are subject to the change of the base interest rate prescribed by People’s Bank of China. The vehicle loans were obtained by individual employees of the Company after the Company made the initial down payment of the purchase price of the vehicles. The Company and the individual employees entered into trust agreements that stipulate that (i) the vehicles are legally registered under the individuals’ name, (ii) the Company has the rights of official use, (iii) the Company has the rights to the legal title of the vehicles at all times and is entitled to change the registered owner to the Company or designated third party at any time, (iv) the Company assumes the risk of loss, damage, penalty and other obligations related to the operation and ownership of the vehicle to the extent that the loss or damages were not caused by the individuals’ improper use of the vehicle, (v) the individuals have no right to sell, lease, lend or pledge the vehicles to any other person or entity, and (vi) the Company is obligated to repay the loans in full, and to bear the costs of the related repairs, maintenance, insurance and taxes. Consequently, the Company has recognized the cost of the vehicles as distributor vehicles and the loans as liabilities in its consolidated balance sheet.

Vehicle loans-distributors represented loans that were initially obtained by the distributors from banks and financial institutions. The Company and the distributors entered into agreements, pursuant to which the Company would assume the full repayment of the loans on behalf of these distributors in exchange for the distributors agreeing to comply with certain sales conditions (See Note 10). The loans have two or three years terms and are payable in monthly installments. Interest rates on the loans range from 5.40% to 18.24% annually, subject to the change of the base interest rate prescribed by People’s Bank of China.

The aggregate maturities of the long-term loans and payables for each of the five years subsequent to September 30, 2013 are: US$9,803,306, US$3,345,977, US$4,675,537, US$109,949, and US$31,015, respectively.

NOTE 13- CAPITAL LEASES

As of September 30, 2013 and December 31, 2012, vehicles were acquired under capital leases with a lease term of 5 years (See Note 6).

The following is an analysis of the vehicles acquired under capital leases.

	September 30, 2013		December 31, 2012
Vehicles	US$	3,026,170	US$	2,617,541
Less: Accumulated depreciation and amortization		450,883		62,167
	US$	2,575,287	US$	2,555,374

14

 

The following is a schedule by years of future minimum lease payments under capital leases and the present value of the minimum lease payments as of September 30, 2013.

Year ending September 30:
2014	US$	872,778
2015		872,778
2016		872,778
2017		872,778
2018		231,907
Total minimum lease payments		3,723,019
Less: Amount representing interest		907,328
Present value of minimum lease payments		2,815,691
Classification on consolidated balance sheet as of September 30, 2013:
Capital lease obligations - current portion		505,449
Capital lease obligations - non-current		2,310,242

NOTE 14- ACCRUED EXPENSES

Accrued expenses at September 30, 2013 and December 31, 2012 consisted of the following:

	September 30, 2013		December 31, 2012
Research and development costs	US$	7,583,198	US$	11,010,670
Promotion expenses		2,339,737		10,075,999
Advertising costs		1,579,033		5,645,064
Freight charges		782,218		2,155,800
Accrued payroll		1,166,373		643,700
Others		1,051,490		1,858,397
Total	US$	14,502,049	US$	31,389,630

Accrued expenses mainly related to services provided by vendors, for which payments are due within one year. These accrued expenses were determined based on the contract amounts specified in the agreements with the vendors.

NOTE 15- OTHER PAYABLES

Other payables as of September 30, 2013 mainly represented payables of US$371,132 for the expansion construction of the production plant in Yongye Fumin and non income tax payables of US$1,380,299. Other payables as of December 31, 2012 mainly represented payable of US$1,463,905 for the expansion construction of the production plant in Yongye Fumin and non income tax payables of US$491,042.

NOTE 16- EQUITY FINANCING

Capital stock

Concurrent with the Share Exchange, the Company entered into a securities purchase agreement on April 17, 2008 with certain investors (the “April Investors”) for the sale in a private placement of an aggregate of 6,495,619 shares of the Company’s common stock, par value US$0.001 per share (the “April Investor Shares”) and 1,623,905 warrants (See below) for aggregate gross proceeds equal to US$10,000,651 (the “April Offering”).

On September 5, 2008, the Company entered into a securities purchase agreement with certain investors (the “September Investors”), for the sale in a private placement of an aggregate of 6,073,006 shares of the Company’s common stock, par value US$0.001 per share (the “September Investor Shares”) and 1,518,253 warrants (See below) for aggregate gross proceeds equal to approximately US$9,350,000 (the “September Offering”).

15

On May 8, 2009, the Company entered into a securities purchase agreement with certain investors (the “May Investors”), for the sale in a private placement of an aggregate of 5,834,083 shares of the Company’s common stock, par value US$0.001 per share (the “May Shares”) for aggregate gross proceeds equal to US$8,984,595 (the “May Offering”).

On December 17, 2009, the Company entered into an underwriting agreement with Roth Capital Partners, LLC (“Roth”) and Oppenheimer and Company Inc. (the “Underwriters”), pursuant to which the Company agreed to issue and sell 8,000,000 shares of common stock (the “Firm Stock”), par value US$0.001 per share, to the Underwriters at a price per share of US$7.50 (the “December Offering”). The sale of the Firm Stock was priced on December 17, 2009 and closed on December 22, 2009. The aggregate proceeds from the offering were US$60,000,000. Underwriting discounts and commissions and offering expenses were US$3,692,000 and were recorded as a reduction of additional paid-in capital.

The Company also granted the Underwriters an option to purchase up to an additional 1,200,000 shares to cover over-allotments, if any, at the same price as the Firm Stock. On December 31, 2009, the Underwriters agreed to purchase the over-allotment for gross proceeds of US$9,000,000, which, after net of commissions and discounts of US$450,000, was received on January 4, 2010.

In connection with the acquisition of Customer List (See Note 7) in July 2010, the Company issued 3,600,000 shares of its common stock to the Seller as part of the consideration.

In October 2010, the Company granted 1,183,667 restricted shares to management and independent directors of the Company in accordance with the Yongye International, Inc. 2010 Omnibus Securities and Incentive Plan (the “Plan”), as an incentive to such individuals to promote the success of the Company’s business. Management was granted 1,137,000 shares on October 8, 2010, and the independent directors were granted 46,667 shares on October 15, 2010. The shares vested in April 2011.

On October 10, 2011, the Company granted 1,166,333 restricted shares to management and independent directors of the Company in accordance with the Plan, as an incentive to such individuals to promote the success of the Company’s business. The shares vested in October 2012.

Redeemable Series A convertible preferred shares

In May 2011, the Company entered into a securities purchase agreement with MSPEA, an affiliate of Morgan Stanley, and Full Alliance, the Company’s largest shareholder. Pursuant to the terms of the agreement, on June 9, 2011, the Company issued 5,681,818 shares of redeemable Series A convertible preferred shares to MSPEA for gross proceeds of US$50 million. The redeemable Series A convertible preferred shares are convertible into common stock of the Company at an initial conversion price of US$8.80, subject to further adjustments as discussed below.

In June 2012, 397,727 shares redeemable Series A convertible preferred shares were issued to MSPEA as paid-in-kind dividends. Total fair value of the paid-in-kind dividends as of the declaration and issuance date was US$1,808,667.

In June 2013, 425,568 shares redeemable Series A convertible preferred shares were issued to MSPEA as paid-in-kind dividends. Total fair value of the paid-in-kind dividends as of June 9, 2013 was US$3,504,983. The estimated fair value of the paid-in-kind dividends was determined using Monte Carlo Simulation Model. Assumptions used to calculate the fair value were as follows:

	June 9, 2013			June 9, 2012
Expected term in years		3 years			4 years
Risk-free interest rates		0.87	%		0.62	%
Volatility		57.1	%		64.6	%
Dividend yield		0	%		0	%
Fair value of underlying common shares (per share)	US$	5.32		US$	2.97
Fair value of the redeemable Series A convertible preferred shares (per share)	US$	8.24		US$	4.55

16

  

The significant terms of the redeemable Series A convertible preferred shares are as follows:

Liquidation Preference

In the event of liquidation, whether voluntary or involuntary, the holders of the redeemable Series A convertible preferred shares then outstanding shall be entitled to receive, out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of the common stock, with respect to each outstanding share of redeemable Series A convertible preferred shares, an amount equal to the greater of (i) the original issue price, representing US$8.80 per share of redeemable Series A convertible preferred shares, plus (a) all accrued but unpaid preferred dividends and (b) other declared but unpaid dividends on redeemable Series A convertible preferred shares, and (ii) such amount per share as would have been payable had all shares of redeemable Series A convertible preferred shares been converted into common stock immediately prior to such liquidation.

If upon liquidation, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of the redeemable Series A convertible preferred shares the full liquidation preference to which they shall be entitled in accordance with the above, the holders of the redeemable Series A convertible preferred shares shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

Dividends

The holders of the redeemable Series A convertible preferred shares shall be entitled to receive paid-in-kind dividends in additional shares of redeemable Series A convertible preferred shares, on each anniversary of the Issuance Date. The calculation of paid-in kind dividends is based on the number of shares of redeemable Series A convertible preferred shares held by such holders on such anniversary multiplied by an annual dividend rate determined on such anniversary in accordance with the formula set forth below (the “Preferred Dividend Rate”), compounded annually:

Preferred Dividend Rate is defined as 7% - [(VWAP - 8.8) x 2 / 310], where VWAP means one-year volume weighted average share price of the Company during the 365-day period immediately prior to the applicable anniversary of Issuance Date, provided that the preferred dividend rate should not exceed 7% per annum and shall not fall below 3% per annum.

In addition, the holders of redeemable Series A convertible preferred shares should also receive, on an as-converted basis, any dividends or distributions that the Company declares to the holders of common stock.

Conversion

At any time after issuance, each holder of any shares of redeemable Series A convertible preferred shares then outstanding may, at such holder’s option, elect to convert all or any portion of the shares of redeemable Series A convertible preferred shares held by such holder into a number of fully paid and non-assessable shares of common stock. The initial conversion price is US$8.80 per share and is subject to customary anti-dilution adjustments for issuances of shares of common stock as a dividend or distribution on shares of the common stock, or mergers or reorganizations or future issuances of other Company’s securities at a price lower than the then applicable conversion price. Additionally, the conversion price is subject to upward or downward adjustments, depending upon the Actual Net Income (as defined below) being greater than or lower than the Cumulative Net Income Guarantee (as defined below) of the corresponding period, provided that (i) the conversion price, as adjusted, shall not exceed US$15.00 per share, and (ii) the sum of all shares of common stock issuable to the holders of redeemable Series A convertible preferred shares as a result of conversions, dividends, or distributions, or common stock acquired shall not exceed 9,869,205, or 19.99% of the total number of shares of common stock outstanding on May 29, 2011, which is the date the Company entered into the securities purchase agreement for the issuance of redeemable Series A convertible preferred shares.

The Actual Net Income means, in respect of any fiscal year or quarter, the consolidated net income of the Company for such fiscal year or quarter (as applicable), after all charges and provisions for taxes and minority interests and adjusted to exclude certain items, as audited (for fiscal years) or reviewed (for fiscal quarters) in accordance with U.S. GAAP.

The Cumulative Net Income Guarantee is defined as: US$84 million for fiscal 2011, US$210 million for the cumulative period of fiscal 2011 through fiscal 2012, US$399 million for the cumulative period of fiscal 2011 through fiscal 2013, and US$682.5 million for the cumulative period of fiscal 2011 through fiscal 2014.

17

Automatic Conversion

On the fifth anniversary of the Issuance Date of the redeemable Series A convertible preferred shares, all redeemable Series A convertible preferred shares will automatically convert into common stock at the then applicable conversion price.

Voting Rights

The holders of the redeemable Series A convertible preferred shares are entitled to vote upon all matters upon which the holders of common stocks have the right to vote, such votes to be counted together with all other shares of stock having general voting powers and not separately as a class. Each holder of the outstanding redeemable Series A convertible preferred shares shall be entitled to cast the number of votes, which is equal to the number of votes that would be attributable to the shares of common stock issuable upon conversion of the redeemable Series A convertible preferred shares.

Redemption

The holders of the redeemable Series A convertible preferred shares have the right to require the Company to redeem all or a portion of the outstanding redeemable Series A convertible preferred shares upon the occurrence of any of the following conditions: (i) a material breach by any of the Company and Full Alliance of any of the key obligations under the securities purchase agreement and related transaction documents, (ii) the failure to remain current in the Company’s securities filings, (iii) the failure to obtain the Exploration Right (See Note 9) and recover amounts paid for such rights, on or prior to September 30, 2012, and (iv) the discontinuation of Mr. Zishen Wu as CEO of the Company prior to December 31, 2014, unless his cessation of duties results from his death, disability or incapacity. In such cases, the redemption price for the redeemable Series A convertible preferred shares would be equal to an amount that would yield a total internal rate of return of 30% on the purchase price of the redeemable Series A convertible preferred shares.

The holders of the redeemable Series A convertible preferred shares also have the right to redeem all or a portion of their redeemable Series A convertible preferred shares if (i) the quotient of the Company’s aggregate earnings per share in any six rolling consecutive quarters from the first quarter of 2010 onwards divided by the aggregate amount of the earnings per share of the corresponding periods in the prior year is less than 120%, and (ii) net income (as adjusted for exclusion of certain items as defined in the securities purchase agreement) of any fiscal year between 2011 and 2014 is less than the relevant Income Threshold for such year. In such cases, the redemption price for the redeemable Series A convertible preferred shares would be equal to an amount that would yield a total internal rate of return of 20% on the purchase price of the redeemable Series A convertible preferred shares. The “Income Threshold” is defined as: US$75 million for the fiscal year 2011, US$101 million for the fiscal year 2012, US$121 million for the fiscal year 2013 and US$145 million for the fiscal year 2014, subject to certain adjustments caused by future issuances of the Company’s securities that have a dilutive effect on the holders of the redeemable Series A convertible preferred shares.

Based on the historical income level, year to date income (as adjusted for exclusion of certain items) and projected net income (as adjusted for exclusion of certain items) and earnings per share for the next two years, management believes it is not probable that the Series A convertible preferred shares are redeemable as at September 30, 2013 and December 31, 2012. The Company assesses the probability of whether the redeemable Series A convertible preferred shares are redeemable at each reporting period end.

Warrants

Concurrent with the April Investor Shares, the Company issued 1,623,905 warrants to purchase 1,623,905 shares of the Company’s common stock (the “April Warrants”) to the April Investors. The warrants issued have a five-year exercise period with an initial exercise price of US$1.848. In addition, 649,562 warrants were issued to Roth as the placement agent with terms and exercise price identical to the warrants issued to the April Investors.

Concurrent with the September Investor Shares, the Company issued 1,518,253 warrants to purchase 1,518,253 shares of the Company’s common stock (the “September Warrants”) to the September Investors. The warrants issued have a five-year exercise period with an initial exercise price of US$1.848. In addition, 607,301 warrants were issued to Roth as the placement agent with terms and exercise price identical to the warrants issued to the September Investors.

On September 12, 2008, Roth executed an irrevocable cashless exercise of its warrants and was issued 686,878 shares of common stock of the Company. In exchange for the issuance of 354,987 shares, Roth surrendered 649,562 warrants received in the April Offering; and in exchange for the issuance of 331,891 shares, Roth surrendered 607,301 warrants received in the September Offering.

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Concurrent with the offering of the “May Shares”, the Company issued to Roth as the placement agent, 246,224 warrants (“May Warrants”). The warrants have a five-year exercise period and an initial exercise price of US$1.848. On November 9, 2009, Roth executed an irrevocable cashless exercise of all the “May Warrants”. The Company issued 198,247 shares of common stock of the Company in exchange for the surrender of all the May Warrants.

According to the terms of these warrants, the Company could be required to pay cash to the warrant holders under certain events that are not within the control of the Company.  Specifically, upon the occurrence of certain “fundamental transactions” as defined, the warrant holders (but not the shareholders of the Company’s common stock) are entitled to receive cash equal to the value of the warrants to be determined based on an option pricing model and certain specified assumptions set forth in the warrant agreement.  In addition, the terms of the warrants include a “down-round” provision under which the exercise price could be affected by future equity offerings undertaken by the Company.  If the Company issues any common stock or common stock equivalents, as defined, at any time the warrants are outstanding, at an effective price less than the then warrant exercise price, the exercise price of warrants will be reduced to the effective price of newly issued common stock or common stock equivalents.  In the “May Offering”, the Company issued new common stock at a price of US$1.54 per share and accordingly, the exercise price of the April Warrants and the September Warrants was reduced to US$1.54 per share.  The exercise price of the May Warrants (US$1.848) was not affected but is also subject to potential down-round adjustments in future periods.

During the year ended December 31, 2009, 2,939,183 “April Warrants” and “September Warrants” were exercised by certain April Investors and September Investors, some of whom elected cashless exercise. In connection with the exercise, the Company issued 2,539,653 shares of common stock and received US$526,611 from warrant holders that cash exercised.

During the year ended December 31, 2010, 54,803 April Warrants” and September Warrants” were exercised by certain April Investors and September Investors. In connection with the exercise, the Company issued 54,803 shares of common stock and received US$84,397 from warrant holders that cash exercised.

During the year ended December 31, 2011, no April Warrants” and September Warrants” were exercised by April Investors and September Investors.

During the year ended December 31, 2012, 66,982 “April Warrants” and “September Warrants” were exercised by April Investors and September Investors. In connection with the exercise, the Company issued 66,982 shares of common stock and received $103,115 from warrant holders that cash exercised.

As of December 31, 2012, there were 81,190 warrants outstanding, which were exercised in January 2013. In connection with the exercise, the Company issued 81,190 shares of common stock and received $125,014 from warrant holders that cash exercised. As of September 30, 2013, there were no warrants outstanding.

The potential cash payments and the down-round provision preclude the classification of these warrants as equity. Accordingly, the warrants are accounted for as a liability and adjusted to fair value through earnings at each reporting date. The loss resulting from the increase in fair value of warrants was nil and US$203,851 for the three months ended September 30, 2013 and 2012, respectively. The loss resulting from the increase in fair value of warrants was nil and US$134,564 for the nine months ended September 30, 2013 and 2012, respectively.

The estimated fair values of the warrants issued to April Investor and September Investor were determined at December 31, 2012 using Binominal Option Pricing Model with Level 2 inputs. The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were measured at fair value on a recurring basis as of December 31, 2012.

	Fair Value Measurements Using:
			Quoted Prices in  Active Markets for  Identical Financial  Assets and Liabilities	Significant Other  Observable Inputs		Significant  Unobservable Inputs
December 31, 2012	Total		Level 1	Level 2		Level 3
Liabilities at fair value:
Derivative liabilities-warrants	US$	348,364	-	US$	348,364	-

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The fair values of the warrants are summarized as follows:

	April Warrants		September Warrants
Fair value of warrant per share (US$) at:
Date of issuance	US$	1.07	US$	2.08
December 31, 2012		-		4.29

The fair values of the warrants outstanding as of December 31, 2012 were determined based on the Binominal option pricing model, using the following key assumptions:

	December 31, 2012
	April  Warrants		September  Warrants
Expected volatility		-		45	%
Expected dividends yield		-		0	%
Time to maturity		-		0.7 years
Risk-free interest rate per annum		-		0.063	%
Fair value of underlying common shares (per share)	US$	5.83	US$	5.83

Stock-based compensation

Pursuant to the Plan, which was approved by the stockholders of the Company in the annual meeting held on June 11, 2010, the Company was authorized to issue up to 2,350,000 shares of the Company’s common stock to selected executives, key employees and directors. The number of shares of the Company’s common stock that can be issued is limited to an aggregate of 1,500,000 shares in any calendar year. The purpose of the Plan is to provide incentives to such individuals to promote the success of the Company’s business.

In October 2010, the Company granted 1,183,667 unvested shares to management and independent directors of the Company in accordance with the Plan. Management was granted 1,137,000 shares on October 8, 2010, and the independent directors were granted 46,667 shares on October 15, 2011. The unvested shares vested in April 2011.

In October 2011, the Company granted 1,166,333 unvested shares to management and independent directors of the Company in accordance with the Plan. Management was granted 1,073,000 shares, and the independent directors were granted 93,333 shares on October 10, 2011. The unvested shares vested in October 2012.

The total stock-based compensation cost recognized in the general and administrative expenses for the three months ended September 30, 2013 and 2012 were US$ nil and US$1,225,478, respectively. The total stock-based compensation cost recognized in the general and administrative expenses for the nine months ended September 30, 2013 and 2012 were US$ nil and US$3,649,794, respectively.

NOTE 17 - STATUTORY RESERVE

Yongye Nongfeng and Yongye Fumin are required to allocate at least 10% of its after tax profits as determined under generally accepted accounting principle in the PRC to a statutory surplus reserve until the reserve balance reaches 50% of its registered capital. For the nine months ended September 30, 2013 and 2012, Yongye Nongfeng and Yongye Fumin made appropriations to this statutory reserve of US$17,329,019, and US$8,583,748, respectively. The accumulated balance of the statutory reserve of Yongye Nongfeng and Yongye Fumin as of September 30, 2013 and December 31, 2012 was US$49,960,502 and US$32,631,483, respectively.

In accordance with the PRC laws and regulations, Yongye Nongfeng and Yongye Fumin are restricted in its ability to transfer a portion of its net assets to the Company in the form of dividends, which amounted to US$47,462,477, representing the amount of accumulated balance of statutory reserve of Yongye Nongfeng and Yongye Fumin attributable to the Company as of September 30, 2013.

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NOTE 18 - INCOME TAXES

Effective from January 1, 2008, the PRC’s statutory income tax rate is 25%. The Company’s PRC subsidiaries are subject to income tax rate of 25%, unless otherwise specified. During the year ended December 31, 2011, Yongye Nongfeng received a High-Tech Enterprise Certificate which entitles it to a preferential tax rate of 15% for three years starting from January 1, 2010. Subject to renewal, Yongye Nongfeng’s High-Tech Enterprise status will enable it to enjoy the preferential income tax rate of 15% from 2013 to 2015. Management believes that Yongye Nongfeng meets all the criteria for the renewal of High-Tech Enterprise status. Pursuant to an approval from the Inner Mongolia Autonomous Region National Tax Authority on November 26, 2012, Yongye Fumin, a foreign investment enterprise located in the Western Region of the PRC, was entitled to a preferential income tax rate of 15% retrospectively effective from January 1, 2011 to December 31, 2020.

The Company’s effective income tax rates for the three months ended September 30, 2013 and 2012 were 16.13% and 18.91%, respectively, and were 15.90% and 17.97% for the nine months ended September 30, 2013 and 2012. The effective income tax rate of PRC entities for the three months ended September 30, 2013 differs from the PRC statutory income tax rate of 25% primarily due to the effect of Yongye Nongfeng’s and Yongye Fumin’s preferential tax treatment and the effect of non-deductible expenses.

There has been no change in unrecognized tax benefits during the three and nine months ended September 30, 2013. In addition, the Company does not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months. No interest and penalties related to unrecognized tax benefits was recorded for the three and nine months ended September 30, 2013.

NOTE 19 - FAIR VALUE MEASUREMENTS

The fair values of the financial instruments as of September 30, 2013 and December 31, 2012 represent the estimated amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. The fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash, restricted cash, accounts receivable, other receivables, short-term bank loans, long-term loans and payables - current portion, accounts payable, accrued expenses and other payables: The carrying amounts approximate fair value because of the short maturity of these instruments.

Derivative liabilities: The method and assumptions used to estimate the fair value of derivative liabilities are set out in Note 16.

Long-term loans and payables: The fair value of the Company’s long-term loans and payables is estimated by discounting future cash flows using current market interest rates offered to the Company and its subsidiaries for debts with substantially the same characteristics and maturities, and which approximated to its carrying amount as of September 30, 2013 and December 31, 2012.

NOTE 20 - COMMITMENTS AND CONTINGENCIES

In December 2010, the Company entered into an operating lease for an office space in Beijing, PRC for the period from January 1, 2011 to December 31, 2013. The lease expense for the Beijing office was US$67,654 and US$65,939 for the three months ended September 30, 2013 and 2012, respectively, and was US$201,263 and US$198,060 for the nine months ended September 30, 2013 and 2012, respectively. As of September 30, 2013, the minimum lease payment under non-cancellable operating lease agreement for the following year is US$67,891. There is no minimum lease payment in the next second, third, fourth and fifth year.

On May 26, 2011 and June 3, 2011, the Company and three of its officers and directors were named in putative class action lawsuits filed in the US Federal District Court for the Southern District of New York alleging, among other things, that the Company and such officers and directors issued false and misleading information to investors about the Company’s financial and business condition. These securities class action complaints generally alleged that the Company’s business was not growing at the rate it represented and that the Company’s financial results as reported to the Securities and Exchange Commission were inconsistent with its production capabilities. On March 5, 2012, the plaintiffs voluntarily dismissed this action with prejudice as to themselves as named plaintiffs.

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On or about October 18, 2012 and October 22, 2012, five shareholder class action complaints were filed against the Company and certain officers and directors thereof in connection with the preliminary, non-binding proposal letter dated October 15, 2012, from Mr. Zishen Wu, MSPEA and Abax Global Capital (Hong Kong) Limited, to acquire all outstanding shares of common stock of the Company not already owned by those parties, in a going private transaction for $6.60 per share of common stock in cash, subject to certain conditions (the “ Wu Proposal ”). The five complaints are captioned, respectively, Doherty v. Yongye International, Inc., et al., A-12-670343-C; Kirby v. Zishen Wu, et al. , A-12-670468-C; Calisti v. Zishen Wu, et al., Case No. A-12-670758-B; Kong, et al. v. Zishen Wu, et. al., Case No. A-12-670874-B; and Harris v. Yongye International, Inc., et al. , Case No. A-12-670817-B.. Each of the complaints was filed in Nevada state court in the District Court, Clark County, and each challenged the Wu Proposal, alleging among other things, that the consideration to be paid in such proposal was inadequate, as was the process by which the proposal was being evaluated. The complaints sought, among other relief, to enjoin defendants from consummating the Wu Proposal and to direct defendants to exercise their fiduciary duties to obtain a transaction that is in the best interests of all of the Company’s shareholders. On or about March 5, 2013, the plaintiff in the Doherty case filed a notice of voluntary dismissal. By stipulation and order, filed on April 23, 2013, the remaining cases were consolidated for all purposes under the caption In re Yongye International, Inc. Shareholders’ Litigation, Case No. A-12-670468-B (the “Consolidation Order”). Under the Consolidation Order, the plaintiffs were directed to file an consolidated complaint within 20 days of the announcement of a definitive merger agreement entered into in connection with any proposed going private transaction. On October 18, 2013 the parties stipulated, and the Court ordered, that the plaintiffs would file the consolidated complaint within 14 days of the filing of the preliminary proxy statement (the “Consolidation Stipulation”). The preliminary proxy statement was filed on October 28, 2013, and the consolidated complaint was filed on November 7, 2013. The Company has reviewed the allegations contained in the consolidated complaint and believes they are without merit. The Company intends to defend the litigation vigorously. As such, based on the information known to date, the Company does not believe that it is probable that a material judgment against it will result.

NOTE 21 - RELATED PARTY TRANSACTIONS AND BALANCES

On January 4, 2011, the Company entered into an operating lease with Inner Mongolia Yongye for a research and development activity facility in Beijing, PRC for the period from January 4, 2011 to December 31, 2011. A new operating lease was entered on January 4, 2012 for the period from January 4, 2012 to December 31, 2012 that covered a larger facility area. The operating lease was renewed on January 3, 2013 for the period from January 4, 2013 to December 31, 2013. The lease expense for the research and development facility paid to Inner Mongolia Yongye was US$64,878 and US$63,234 for the three months ended September 30, 2013 and 2012, respectively, and US$193,007 and US$189,935 for the nine months ended September 30, 2013 and 2012.

In April 2012, Yongye Nongfeng obtained the short-term bank loan of RMB 100,000,000 (equivalent to US$15,938,541) with fixed annual interest rate of 8.528% from China Everbright Bank. The short-term bank loan is guaranteed by the Company’s Chairman and his wife, and is due on April 28, 2013. The loan was paid off in April 2013.

In April 2013, Yongye Nongfeng obtained a short-term bank loan of RMB 100,000,000 (equivalent to US$16,276,307) with fixed annual interest rate of 7.28% from China Everbright Bank. The short-term bank loan is guaranteed by the Company’s Chairman and his wife, and is due on October 18, 2013.

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In June 2013, Yongye Fumin obtained a short-term loan of RMB 80,000,000 (equivalent to $12,943,518) from Shandong International Trust Corporation. The loan bears fixed annual interest rate of 7.20%, is due in June 2014, and is guaranteed by the Yongye Nongfeng, the Company’s chairman and his wife.

In July 2013, Yongye Nongfeng obtained a short -term bank loan of RMB 25,000,000 (equivalent to $4,069,077) with fixed annual interest rate of 7.2% from Agricultural Bank of China. The short-term bank loan is pledged by the land use right of Inner Mongolia Yongye, and is due on July 17, 2014.

NOTE 22 - EARNINGS PER SHARE

The following tables set forth the computation of basic earnings per share for the periods indicated:

	For the Three Months Ended
	September 30,    2013		September 30,  2012
Numerator:
Net income attributable to Yongye International, Inc.	US$	70,461,879	US$	16,820,079
Paid-in-kind dividends on redeemable Series A convertible preferred      shares		(945,747)		(752,223)
Earnings allocated to participating nonvested shares		-		(331,007)
Earnings allocated to participating redeemable Series A convertible preferred      shares		(7,907,111)		(1,725,382)
Net income for basic earnings per share		61,609,021		14,011,467
Denominator:
Weighted average shares of common stock		50,685,216		49,370,711
Basic earnings per common stock		1.22		0.28

	For the Nine Months Ended
	September 30,    2013		September 30,  2012
Numerator:
Net income attributable to Yongye International, Inc.	US$	156,290,292	US$	74,312,232
Paid-in-kind dividends on redeemable Series A convertible preferred      shares		(2,853,109)		(711,784)
Earnings allocated to participating nonvested shares		-		(1,522,455)
Earnings allocated to participating redeemable Series A convertible preferred      shares		(16,862,297)		(7,632,680)
Net income for basic earnings per share		136,574,886		64,445,313
Denominator:
Weighted average shares of common stock		50,680,160		49,370,711
Basic earnings per common stock		2.70		1.31

The holders of the redeemable Series A convertible preferred shares are entitled to receive cumulative paid-in-kind dividends in additional shares of redeemable Series A convertible preferred shares, on each anniversary of the Issuance Date (See Note 16) (“Cumulative Dividends”), and therefore net income attributable to Yongye International, Inc is reduced by dividends accumulated for each reporting period in the computation of basic earnings per share. At each reporting period prior to the dividends anniversary date, the fair value of the dividends accumulated is measured based on what it would be if the end of the reporting period was the dividend determination date. In June 2012, 397,727 shares of paid-in-kind dividends with a total fair value of the US$1,808,667 were issued to MPSEA. In June 2013, 425,568 shares of paid-in-kind dividends were issued to MSPEA with a total fair value of the $3,504,983.

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The following tables set forth the computation of diluted earnings per share for the periods indicated:

	For the Three Months Ended
	September 30,  2013		September 30,  2012
Numerator:
Net income allocated to common stockholders as reported in basic EPS	US$	61,609,021	US$	14,011,467
Change in fair value of derivative liabilities		-		-
Net income for diluted earnings per share		61,609,021		14,011,467
Denominator:
Weighted average shares of common stock as reported in basic EPS		50,685,216		49,370,711
Dilutive effect of warrants		-		-
		50,685,216		49,370,711
Diluted earnings per common stock		1.22		0.28

	For the Nine Months Ended
	September 30,  2013		September 30,  2012
Numerator:
Net income allocated to common stockholders as reported in basic EPS	US$	136,574,886	US$	64,445,313
Change in fair value of derivative liabilities		-		-
Net income for diluted earnings per share		136,574,886		64,445,313
Denominator:
Weighted average shares of common stock as reported in basic EPS		50,680,160		49,370,711
Dilutive effe